ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________to _____________.
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Delaware
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|
35-2215019
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
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|
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399 Jefferson Road
Parsippany, New Jersey
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|
07054
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(Address of Principal Executive Offices)
|
|
(Zip Code)
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Large accelerated filer
|
ý
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Accelerated filer
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¨
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|
|
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Non-accelerated filer (Do not check if a smaller reporting company)
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¨
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Smaller Reporting Company
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¨
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TABLE OF CONTENTS
FORM 10-Q
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Page
No.
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ITEM 1:
|
||
1.
|
||
2.
|
||
3.
|
||
4.
|
||
5.
|
||
6.
|
||
7.
|
||
8.
|
||
9.
|
||
10.
|
||
11.
|
||
12.
|
||
13.
|
||
14.
|
||
15.
|
Provision for Income Taxes
|
|
16.
|
||
17.
|
||
ITEM 2:
|
||
ITEM 3:
|
||
ITEM 4:
|
||
ITEM 1:
|
||
ITEM 1A:
|
||
ITEM 2:
|
||
ITEM 3:
|
||
ITEM 4:
|
||
ITEM 5:
|
||
ITEM 6:
|
||
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|
Three months ended
|
||||||
|
March 29,
2015 |
|
March 30,
2014 |
||||
Net sales
|
$
|
665,281
|
|
|
$
|
644,039
|
|
Cost of products sold
|
493,564
|
|
|
477,378
|
|
||
Gross profit
|
171,717
|
|
|
166,661
|
|
||
|
|
|
|
||||
Marketing and selling expenses
|
47,009
|
|
|
44,128
|
|
||
Administrative expenses
|
27,786
|
|
|
25,977
|
|
||
Research and development expenses
|
3,052
|
|
|
2,482
|
|
||
Other expense (income), net
|
5,401
|
|
|
3,983
|
|
||
|
83,248
|
|
|
76,570
|
|
||
Earnings before interest and taxes
|
88,469
|
|
|
90,091
|
|
||
Interest expense
|
21,628
|
|
|
24,367
|
|
||
Interest income
|
153
|
|
|
26
|
|
||
Earnings before income taxes
|
66,994
|
|
|
65,750
|
|
||
Provision for income taxes
|
25,458
|
|
|
25,002
|
|
||
Net earnings
|
$
|
41,536
|
|
|
$
|
40,748
|
|
|
|
|
|
|
|
||
Net earnings per share
|
|
|
|
|
|
||
Basic
|
$
|
0.36
|
|
|
$
|
0.35
|
|
Weighted average shares outstanding - basic
|
115,906
|
|
|
115,592
|
|
||
Diluted
|
$
|
0.35
|
|
|
$
|
0.35
|
|
Weighted average shares outstanding - diluted
|
117,036
|
|
|
116,687
|
|
||
Dividends declared
|
$
|
0.235
|
|
|
$
|
0.21
|
|
|
Three months ended
|
||||||
March 29, 2015
|
|
March 30, 2014
|
|||||
Net earnings
|
$
|
41,536
|
|
|
$
|
40,748
|
|
Other comprehensive loss
|
|
|
|
||||
Foreign currency translation
|
(2,566
|
)
|
|
(474
|
)
|
||
Net loss on financial instrument contracts
|
(12,616
|
)
|
|
(7,741
|
)
|
||
|
|
|
|
||||
Reclassifications into earnings:
|
|
|
|
||||
Financial instrument contracts
|
(310
|
)
|
|
(372
|
)
|
||
Loss on pension actuarial assumption adjustments
|
275
|
|
|
143
|
|
||
|
|
|
|
||||
Tax benefit on other comprehensive earnings
|
6,016
|
|
|
3,363
|
|
||
Total other comprehensive loss - net of tax
|
(9,201
|
)
|
|
(5,081
|
)
|
||
Total comprehensive earnings
|
$
|
32,335
|
|
|
$
|
35,667
|
|
|
March 29,
2015 |
|
December 28,
2014 |
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
50,567
|
|
|
$
|
38,477
|
|
Accounts receivable, net of allowances of $7,249 and $6,801, respectively
|
211,632
|
|
|
190,754
|
|
||
Inventories
|
344,686
|
|
|
356,467
|
|
||
Other current assets
|
8,835
|
|
|
8,223
|
|
||
Deferred tax assets
|
104,825
|
|
|
121,788
|
|
||
Total current assets
|
720,545
|
|
|
715,709
|
|
||
Plant assets, net of accumulated depreciation of $366,148 and $349,639, respectively
|
601,749
|
|
|
605,906
|
|
||
Tradenames
|
2,001,461
|
|
|
2,001,874
|
|
||
Other assets, net
|
148,664
|
|
|
157,896
|
|
||
Goodwill
|
1,716,272
|
|
|
1,719,560
|
|
||
Total assets
|
$
|
5,188,691
|
|
|
$
|
5,200,945
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
2,263
|
|
|
$
|
2,396
|
|
Current portion of long-term obligations
|
11,816
|
|
|
11,916
|
|
||
Accounts payable
|
184,627
|
|
|
198,579
|
|
||
Accrued trade marketing expense
|
41,075
|
|
|
36,210
|
|
||
Accrued liabilities
|
97,448
|
|
|
106,488
|
|
||
Dividends payable
|
27,924
|
|
|
27,847
|
|
||
Total current liabilities
|
365,153
|
|
|
383,436
|
|
||
Long-term debt (includes $33,857 and $47,315 owed to related parties, respectively)
|
2,283,740
|
|
|
2,285,984
|
|
||
Pension and other postretirement benefits
|
59,471
|
|
|
61,830
|
|
||
Other long-term liabilities
|
42,204
|
|
|
34,305
|
|
||
Deferred tax liabilities
|
716,810
|
|
|
721,401
|
|
||
Total liabilities
|
3,467,378
|
|
|
3,486,956
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Shareholders' equity:
|
|
|
|
||||
Pinnacle preferred stock: $.01 per share, 50,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Pinnacle common stock: par value $.01 per share, 500,000,000 shares authorized; issued 117,441,662 and 117,293,745, respectively
|
1,174
|
|
|
1,173
|
|
||
Additional paid-in-capital
|
1,365,533
|
|
|
1,363,129
|
|
||
Retained earnings
|
433,651
|
|
|
419,531
|
|
||
Accumulated other comprehensive loss
|
(46,935
|
)
|
|
(37,734
|
)
|
||
Capital stock in treasury, at cost, 1,000,000 common shares
|
(32,110
|
)
|
|
(32,110
|
)
|
||
Total shareholders' equity
|
1,721,313
|
|
|
1,713,989
|
|
||
Total liabilities and shareholders' equity
|
$
|
5,188,691
|
|
|
$
|
5,200,945
|
|
|
Three months ended
|
||||||
|
March 29,
2015 |
|
March 30,
2014 |
||||
Cash flows from operating activities
|
|
|
|
||||
Net earnings
|
$
|
41,536
|
|
|
$
|
40,748
|
|
Non-cash charges (credits) to net earnings
|
|
|
|
||||
Depreciation and amortization
|
20,867
|
|
|
20,380
|
|
||
Amortization of discount on term loan
|
595
|
|
|
634
|
|
||
Amortization of debt acquisition costs
|
994
|
|
|
1,024
|
|
||
Change in value of financial instruments
|
(110
|
)
|
|
422
|
|
||
Equity-based compensation charge
|
3,469
|
|
|
2,112
|
|
||
Pension expense, net of contributions
|
(2,085
|
)
|
|
(2,681
|
)
|
||
Other long-term liabilities
|
54
|
|
|
383
|
|
||
Unrealized foreign exchange losses
|
2,279
|
|
|
—
|
|
||
Deferred income taxes
|
18,499
|
|
|
24,352
|
|
||
Changes in working capital
|
|
|
|
||||
Accounts receivable
|
(20,909
|
)
|
|
(21,198
|
)
|
||
Inventories
|
10,853
|
|
|
21,981
|
|
||
Accrued trade marketing expense
|
5,122
|
|
|
3,179
|
|
||
Accounts payable
|
(1,763
|
)
|
|
12,045
|
|
||
Accrued liabilities
|
(8,565
|
)
|
|
(9,115
|
)
|
||
Other current assets
|
161
|
|
|
(327
|
)
|
||
Net cash provided by operating activities
|
70,997
|
|
|
93,939
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Capital expenditures
|
(27,024
|
)
|
|
(22,406
|
)
|
||
Net cash used in investing activities
|
(27,024
|
)
|
|
(22,406
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Repayments of long-term obligations
|
(2,208
|
)
|
|
(5,388
|
)
|
||
Proceeds from short-term borrowings
|
963
|
|
|
960
|
|
||
Repayments of short-term borrowings
|
(1,096
|
)
|
|
(978
|
)
|
||
Repayment of capital lease obligations
|
(730
|
)
|
|
(674
|
)
|
||
Dividends paid
|
(27,289
|
)
|
|
(24,310
|
)
|
||
Net proceeds from issuance of common stock
|
508
|
|
|
73
|
|
||
Excess tax benefits on equity-based compensation
|
802
|
|
|
—
|
|
||
Taxes paid related to net share settlement of equity awards
|
(2,374
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(31,424
|
)
|
|
(30,317
|
)
|
||
Effect of exchange rate changes on cash
|
(459
|
)
|
|
81
|
|
||
Net change in cash and cash equivalents
|
12,090
|
|
|
41,297
|
|
||
Cash and cash equivalents - beginning of period
|
38,477
|
|
|
116,739
|
|
||
Cash and cash equivalents - end of period
|
$
|
50,567
|
|
|
$
|
158,036
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
15,710
|
|
|
$
|
18,594
|
|
Interest received
|
153
|
|
|
26
|
|
||
Income taxes paid
|
8,319
|
|
|
957
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
New capital leases
|
—
|
|
|
282
|
|
||
Dividends payable
|
27,924
|
|
|
25,415
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Shareholders'
Equity
|
||||||||||||||||||
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance, December 29, 2013
|
117,231,853
|
|
|
$
|
1,172
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,328,847
|
|
|
$
|
275,519
|
|
|
$
|
(7,497
|
)
|
|
$
|
1,598,041
|
|
Equity-based compensation plans
|
(18,369
|
)
|
|
—
|
|
|
|
|
|
|
2,185
|
|
|
|
|
|
|
2,185
|
|
||||||||||
Dividends ($0.21 per share) (a)
|
|
|
|
|
|
|
|
|
|
|
(24,623
|
)
|
|
|
|
(24,623
|
)
|
||||||||||||
Comprehensive earnings
|
|
|
|
|
|
|
|
|
|
|
40,748
|
|
|
(5,081
|
)
|
|
35,667
|
|
|||||||||||
Balance, March 30, 2014
|
117,213,484
|
|
|
$
|
1,172
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,331,032
|
|
|
$
|
291,644
|
|
|
$
|
(12,578
|
)
|
|
$
|
1,611,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 28, 2014
|
117,293,745
|
|
|
$
|
1,173
|
|
|
(1,000,000
|
)
|
|
$
|
(32,110
|
)
|
|
$
|
1,363,129
|
|
|
$
|
419,531
|
|
|
$
|
(37,734
|
)
|
|
$
|
1,713,989
|
|
Equity-based compensation plans
|
147,917
|
|
|
1
|
|
|
|
|
|
|
2,404
|
|
|
|
|
|
|
2,405
|
|
||||||||||
Dividends ($0.235 per share) (b)
|
|
|
|
|
|
|
|
|
|
|
(27,416
|
)
|
|
|
|
(27,416
|
)
|
||||||||||||
Comprehensive earnings
|
|
|
|
|
|
|
|
|
|
|
41,536
|
|
|
(9,201
|
)
|
|
32,335
|
|
|||||||||||
Balance, March 29, 2015
|
117,441,662
|
|
|
$
|
1,174
|
|
|
(1,000,000
|
)
|
|
$
|
(32,110
|
)
|
|
$
|
1,365,533
|
|
|
$
|
433,651
|
|
|
$
|
(46,935
|
)
|
|
$
|
1,721,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired:
|
|
||
Inventories
|
$
|
10,188
|
|
Building and land
|
3,480
|
|
|
Plant assets
|
2,302
|
|
|
Deferred tax assets
|
1,278
|
|
|
Goodwill
|
9,550
|
|
|
Fair value of assets acquired
|
26,798
|
|
|
Liabilities assumed
|
|
||
Accrued liabilities
|
178
|
|
|
Total cost of acquisition
|
$
|
26,620
|
|
Assets acquired:
|
|
||
Accounts receivable
|
$
|
5,226
|
|
Inventories
|
6,798
|
|
|
Prepaid expenses and other assets
|
572
|
|
|
Property and equipment
|
13,895
|
|
|
Tradenames
|
51,950
|
|
|
Distributor relationships
|
3,098
|
|
|
Private label customer relationships
|
1,328
|
|
|
Formulations
|
7,611
|
|
|
Goodwill
|
83,155
|
|
|
Fair value of assets acquired
|
173,632
|
|
|
Liabilities assumed
|
|
||
Accounts payable and accrued liabilities
|
5,007
|
|
|
Income tax payable
|
7,878
|
|
|
Long term deferred tax liability
|
1,532
|
|
|
Other long-term liabilities
|
2,714
|
|
|
Total cost of acquisition
|
$
|
156,502
|
|
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.
|
|
Fair Value
as of March 29, 2015 |
|
Fair Value Measurements
Using Fair Value Hierarchy
|
|
|
Fair Value
as of December 28, 2014 |
|
Fair Value Measurements
Using Fair Value Hierarchy
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
6,420
|
|
|
$
|
—
|
|
|
$
|
6,420
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
2,104
|
|
|
—
|
|
|
2,104
|
|
|
—
|
|
|
|
1,294
|
|
|
—
|
|
|
1,294
|
|
|
—
|
|
||||||||
Commodity derivatives
|
152
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total assets at fair value
|
$
|
2,256
|
|
|
$
|
—
|
|
|
$
|
2,256
|
|
|
$
|
—
|
|
|
|
$
|
7,714
|
|
|
$
|
—
|
|
|
$
|
7,714
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate derivatives
|
$
|
11,862
|
|
|
$
|
—
|
|
|
$
|
11,862
|
|
|
$
|
—
|
|
|
|
$
|
4,543
|
|
|
$
|
—
|
|
|
$
|
4,543
|
|
|
$
|
—
|
|
Commodity derivatives
|
12,051
|
|
|
—
|
|
|
12,051
|
|
|
—
|
|
|
|
12,011
|
|
|
—
|
|
|
12,011
|
|
|
—
|
|
||||||||
Total liabilities at fair value
|
$
|
23,913
|
|
|
$
|
—
|
|
|
$
|
23,913
|
|
|
$
|
—
|
|
|
|
$
|
16,554
|
|
|
$
|
—
|
|
|
$
|
16,554
|
|
|
$
|
—
|
|
|
Three months ended
|
||||||
|
March 29,
2015 |
|
March 30,
2014 |
||||
Other expense (income), net consists of:
|
|
|
|
||||
Amortization of intangibles/other assets
|
$
|
3,362
|
|
|
$
|
4,175
|
|
Unrealized foreign exchange losses
|
2,279
|
|
|
—
|
|
||
Royalty income and other
|
(240
|
)
|
|
(192
|
)
|
||
Total other expense (income), net
|
$
|
5,401
|
|
|
$
|
3,983
|
|
|
Three months ended
|
||||||
|
March 29, 2015
|
|
March 30, 2014
|
||||
Cost of products sold
|
$
|
1,293
|
|
|
$
|
197
|
|
Marketing and selling expenses
|
514
|
|
|
271
|
|
||
Administrative expenses
|
1,544
|
|
|
1,603
|
|
||
Research and development expenses
|
118
|
|
|
41
|
|
||
Pre-tax equity-based compensation expense
|
3,469
|
|
|
2,112
|
|
||
Income tax benefit
|
(1,272
|
)
|
|
(698
|
)
|
||
Net equity-based compensation expense
|
$
|
2,197
|
|
|
$
|
1,414
|
|
Gain/(Loss)
|
|
Amounts Reclassified from AOCL
|
|
|
||||||
|
|
Three months ended
|
|
|
||||||
Details about Accumulated Other Comprehensive Earnings Components
|
|
March 29, 2015
|
|
March 30, 2014
|
|
Reclassified from AOCL to:
|
||||
Gains and losses on financial instrument contracts
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
(393
|
)
|
|
$
|
(41
|
)
|
|
Interest expense
|
Foreign exchange contracts
|
|
703
|
|
|
413
|
|
|
Cost of products sold
|
||
Total pre-tax
|
|
310
|
|
|
372
|
|
|
|
||
Tax expense
|
|
(227
|
)
|
|
(207
|
)
|
|
Provision for income taxes
|
||
Net of tax
|
|
83
|
|
|
165
|
|
|
|
||
|
|
|
|
|
|
|
||||
Pension actuarial assumption adjustments
|
|
|
|
|
|
|
||||
Amortization of actuarial loss
|
|
(275
|
)
|
|
(143
|
)
|
(a)
|
Cost of products sold
|
||
Tax benefit
|
|
105
|
|
|
55
|
|
|
Provision for income taxes
|
||
Net of tax
|
|
(170
|
)
|
|
(88
|
)
|
|
|
||
Net reclassifications into net earnings
|
|
$
|
(87
|
)
|
|
$
|
77
|
|
|
|
|
Three months ended
|
||||
|
March 29, 2015
|
|
March 30, 2014
|
||
Weighted-average common shares
|
115,906,031
|
|
|
115,592,299
|
|
Effect of dilutive securities:
|
1,130,375
|
|
|
1,094,602
|
|
Dilutive potential common shares
|
117,036,406
|
|
|
116,686,901
|
|
|
March 29, 2015
|
|
December 28, 2014
|
||||
Customers
|
$
|
211,793
|
|
|
$
|
190,321
|
|
Allowances for cash discounts, bad debts and returns
|
(7,249
|
)
|
|
(6,801
|
)
|
||
Subtotal
|
204,544
|
|
|
183,520
|
|
||
Other receivables
|
7,088
|
|
|
7,234
|
|
||
Total
|
$
|
211,632
|
|
|
$
|
190,754
|
|
|
March 29,
2015 |
|
December 28,
2014 |
||||
Raw materials, containers and supplies
|
$
|
79,572
|
|
|
$
|
60,828
|
|
Finished product
|
265,114
|
|
|
295,639
|
|
||
Total
|
$
|
344,686
|
|
|
$
|
356,467
|
|
|
March 29, 2015
|
|
December 28, 2014
|
||||
Prepaid expenses and other
|
$
|
8,708
|
|
|
$
|
8,139
|
|
Prepaid income taxes
|
127
|
|
|
84
|
|
||
Total
|
$
|
8,835
|
|
|
$
|
8,223
|
|
|
March 29, 2015
|
|
December 28, 2014
|
||||
Land
|
$
|
14,211
|
|
|
$
|
14,211
|
|
Buildings
|
210,700
|
|
|
208,341
|
|
||
Machinery and equipment
|
651,158
|
|
|
641,818
|
|
||
Projects in progress
|
91,828
|
|
|
91,175
|
|
||
Subtotal
|
967,897
|
|
|
955,545
|
|
||
Accumulated depreciation
|
(366,148
|
)
|
|
(349,639
|
)
|
||
Total
|
$
|
601,749
|
|
|
$
|
605,906
|
|
|
March 29,
2015 |
|
December 28,
2014 |
||||
Employee compensation and benefits
|
$
|
43,294
|
|
|
$
|
52,404
|
|
Interest payable
|
16,190
|
|
|
12,239
|
|
||
Consumer coupons
|
2,986
|
|
|
1,912
|
|
||
Accrued financial instrument contracts (see note 11)
|
9,789
|
|
|
10,276
|
|
||
Other
|
25,189
|
|
|
29,657
|
|
||
Total
|
$
|
97,448
|
|
|
$
|
106,488
|
|
|
March 29,
2015 |
|
December 28,
2014 |
||||
Employee compensation and benefits
|
$
|
10,346
|
|
|
$
|
9,506
|
|
Long-term rent liability and deferred rent allowances
|
8,189
|
|
|
8,431
|
|
||
Liability for uncertain tax positions
|
2,089
|
|
|
2,064
|
|
||
Accrued financial instrument contracts (see note 11)
|
14,124
|
|
|
6,280
|
|
||
Other
|
7,456
|
|
|
8,024
|
|
||
Total
|
$
|
42,204
|
|
|
$
|
34,305
|
|
|
Birds Eye
Frozen
|
|
Duncan
Hines
Grocery
|
|
Specialty
Foods
|
|
Total
|
||||||||
Balance, December 28, 2014
|
$
|
608,984
|
|
|
$
|
936,615
|
|
|
$
|
173,961
|
|
|
$
|
1,719,560
|
|
Foreign currency adjustment
|
(2,186
|
)
|
|
—
|
|
|
—
|
|
|
(2,186
|
)
|
||||
Purchase price adjustment (1)
|
(1,102
|
)
|
|
—
|
|
|
—
|
|
|
(1,102
|
)
|
||||
Balance, March 29, 2015
|
$
|
605,696
|
|
|
$
|
936,615
|
|
|
$
|
173,961
|
|
|
$
|
1,716,272
|
|
|
|
|
|
|
|
|
|
|
Birds Eye
|
|
Duncan Hines
|
|
Specialty
|
|
|
||||||||
|
Frozen
|
|
Grocery
|
|
Foods
|
|
Total
|
||||||||
Balance, December 28, 2014
|
$
|
847,162
|
|
|
$
|
1,118,712
|
|
|
$
|
36,000
|
|
|
$
|
2,001,874
|
|
Foreign currency adjustment
|
(413
|
)
|
|
—
|
|
|
—
|
|
|
(413
|
)
|
||||
Balance, March 29, 2015
|
$
|
846,749
|
|
|
$
|
1,118,712
|
|
|
$
|
36,000
|
|
|
$
|
2,001,461
|
|
|
|
|
|
|
|
|
|
|
March 29, 2015
|
|||||||||||||
|
Weighted
Avg Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|||||||
Amortizable intangibles
|
|
|
|
|
|
|
|
|||||||
Recipes
|
10
|
|
|
$
|
60,150
|
|
|
$
|
(42,543
|
)
|
|
$
|
17,607
|
|
Customer relationships - Distributors
|
35
|
|
|
142,142
|
|
|
(42,065
|
)
|
|
100,077
|
|
|||
Customer relationships - Private Label
|
7
|
|
|
1,290
|
|
|
(131
|
)
|
|
1,159
|
|
|||
License
|
7
|
|
|
6,175
|
|
|
(4,871
|
)
|
|
1,304
|
|
|||
Total amortizable intangibles
|
|
|
$
|
209,757
|
|
|
$
|
(89,610
|
)
|
|
$
|
120,147
|
|
|
Debt acquisition costs
|
|
|
45,913
|
|
|
(26,238
|
)
|
|
19,675
|
|
||||
Financial instruments (see note 11)
|
|
|
152
|
|
|
—
|
|
|
152
|
|
||||
Other (1)
|
|
|
8,690
|
|
|
—
|
|
|
8,690
|
|
||||
Total other assets, net
|
|
|
|
|
|
|
$
|
148,664
|
|
|||||
|
Amortizable intangibles by segment
|
|
|
|||||||||||
|
Birds Eye Frozen
|
|
|
|
$
|
65,726
|
|
|||||||
|
Duncan Hines Grocery
|
|
|
|
50,103
|
|
||||||||
|
Specialty Foods
|
|
|
|
4,318
|
|
||||||||
|
|
|
|
|
|
|
$
|
120,147
|
|
|
December 28, 2014
|
|||||||||||||
|
Weighted
Avg Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|||||||
Amortizable intangibles
|
|
|
|
|
|
|
|
|||||||
Recipes
|
10
|
|
|
$
|
60,206
|
|
|
$
|
(41,027
|
)
|
|
$
|
19,179
|
|
Customer relationships - Distributors
|
35
|
|
|
142,156
|
|
|
(40,616
|
)
|
|
101,540
|
|
|||
Customer relationships - Private Label
|
7
|
|
|
1,290
|
|
|
(43
|
)
|
|
1,247
|
|
|||
License
|
7
|
|
|
6,175
|
|
|
(4,563
|
)
|
|
1,612
|
|
|||
Total amortizable intangibles
|
|
|
$
|
209,827
|
|
|
$
|
(86,249
|
)
|
|
$
|
123,578
|
|
|
Debt acquisition costs
|
|
|
45,913
|
|
|
(25,244
|
)
|
|
20,669
|
|
||||
Financial instruments (see note 11)
|
|
|
6,420
|
|
|
—
|
|
|
6,420
|
|
||||
Other (1)
|
|
|
7,229
|
|
|
—
|
|
|
7,229
|
|
||||
Total other assets, net
|
|
|
|
|
|
|
$
|
157,896
|
|
|||||
|
Amortizable intangibles by segment
|
|
|
|||||||||||
|
Birds Eye Frozen
|
|
|
|
$
|
67,525
|
|
|||||||
|
Duncan Hines Grocery
|
|
|
|
51,637
|
|
||||||||
|
Specialty Foods
|
|
|
|
4,416
|
|
||||||||
|
|
|
|
|
|
|
$
|
123,578
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Balance, December 28, 2014
|
$
|
45,913
|
|
|
$
|
(25,244
|
)
|
|
$
|
20,669
|
|
Amortization
|
—
|
|
|
(994
|
)
|
|
(994
|
)
|
|||
Balance, March 29, 2015
|
$
|
45,913
|
|
|
$
|
(26,238
|
)
|
|
$
|
19,675
|
|
|
March 29,
2015 |
|
December 28,
2014 |
||||
Short-term borrowings
|
|
|
|
||||
- Notes payable
|
$
|
2,263
|
|
|
$
|
2,396
|
|
Total short-term borrowings
|
$
|
2,263
|
|
|
$
|
2,396
|
|
Long-term debt
|
|
|
|
||||
- Amended Credit Agreement - Tranche G Term Loans due 2020
|
1,409,625
|
|
|
1,409,625
|
|
||
- Amended Credit Agreement - Tranche H Term Loans due 2020
|
518,438
|
|
|
519,750
|
|
||
- 4.875% Senior Notes due 2021
|
350,000
|
|
|
350,000
|
|
||
- 3.0% Note payable to Gilster Mary Lee Corporation due 2018
|
11,600
|
|
|
12,497
|
|
||
- Unamortized discount on long term debt
|
(12,133
|
)
|
|
(12,728
|
)
|
||
- Capital lease obligations
|
18,026
|
|
|
18,756
|
|
||
|
2,295,556
|
|
|
2,297,900
|
|
||
Less: current portion of long-term obligations
|
11,816
|
|
|
11,916
|
|
||
Total long-term debt
|
$
|
2,283,740
|
|
|
$
|
2,285,984
|
|
Interest expense
|
Three months ended
|
||||||
|
March 29,
2015 |
|
March 30,
2014 |
||||
Interest expense, third party
|
$
|
19,965
|
|
|
$
|
22,796
|
|
Related party interest expense (Note 13)
|
276
|
|
|
516
|
|
||
Amortization of debt acquisition costs (Note 8)
|
994
|
|
|
1,024
|
|
||
Interest rate swap losses (Note 11)
|
393
|
|
|
31
|
|
||
Total interest expense
|
$
|
21,628
|
|
|
$
|
24,367
|
|
|
|
Year
|
Percentage
|
2016
|
103.656%
|
2017
|
102.438%
|
2018
|
101.219%
|
2019 and thereafter
|
100.000%
|
|
|
March 29, 2015
|
||||||
Issue
|
|
Face Value
|
|
Fair Value
|
||||
Amended Credit Agreement - Tranche G Term Loans
|
|
$
|
1,409,625
|
|
|
$
|
1,402,577
|
|
Amended Credit Agreement - Tranche H Term Loans
|
|
518,438
|
|
|
515,845
|
|
||
3.0% Note payable to Gilster Mary Lee Corporation due 2018
|
|
11,600
|
|
|
11,600
|
|
||
4.875% Senior Notes
|
|
350,000
|
|
|
350,000
|
|
||
|
|
$
|
2,289,663
|
|
|
$
|
2,280,022
|
|
|
|
December 28, 2014
|
||||||
Issue
|
|
Face Value
|
|
Fair Value
|
||||
Amended Credit Agreement - Tranche G Term Loans
|
|
$
|
1,409,625
|
|
|
$
|
1,367,336
|
|
Amended Credit Agreement - Tranche H Term Loans
|
|
519,750
|
|
|
504,158
|
|
||
3.0% Note payable to Gilster Mary Lee Corporation due 2018
|
|
12,497
|
|
|
12,497
|
|
||
4.875% Senior Notes
|
|
350,000
|
|
|
346,500
|
|
||
|
|
$
|
2,291,872
|
|
|
$
|
2,230,491
|
|
|
Three months ended
|
||||||
Pension Benefits
|
March 29,
2015 |
|
March 30,
2014 |
||||
Interest cost
|
2,828
|
|
|
2,902
|
|
||
Expected return on assets
|
(3,391
|
)
|
|
(3,292
|
)
|
||
Amortization of:
|
|
|
|
||||
Actuarial loss
|
269
|
|
|
32
|
|
||
Net periodic benefit
|
$
|
(294
|
)
|
|
$
|
(358
|
)
|
Product
|
|
Number of
Instruments
|
|
Current
Notional
Amount
|
|
Fixed Rate Range
|
|
Index
|
|
Trade Dates
|
|
Maturity
Dates
|
||
Interest Rate Swaps
|
|
15
|
|
$
|
1,497,450
|
|
|
0.84% - 2.97%
|
|
USD-LIBOR-BBA
|
|
Apr 2013 - Oct 2013
|
|
Apr 2015 - Apr 2020
|
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
|
|
9
|
|
$
|
18,000
|
|
|
$
|
16,372
|
|
|
1.096 - 1.102
|
|
Aug 2014
|
|
May 2015 - Dec 2015
|
Commodity Contracts
|
|
Number of
Instruments
|
|
Notional Purchased in Aggregate
|
|
Price/Index
|
|
Trade Dates
|
|
Maturity
Dates
|
Diesel Fuel Contracts
|
|
5
|
|
10,281,259 Gallons
|
|
$3.67 - $3.80 per Gallon
|
|
September 2014 - November 2014
|
|
April 2015 - December 2016
|
Heating Oil Contracts
|
|
1
|
|
1,935,550 Gallons
|
|
$1.82 Per Gallon
|
|
January 2015
|
|
January 2016
- December 2016 |
Natural Gas Contracts
|
|
2
|
|
671,960 MMBTU's
|
|
$4.12 - $4.40 per MMBTU
|
|
June 2014 - July 2014
|
|
April 2015 - December 2015
|
Soybean Oil Contracts
|
|
2
|
|
70,072,559 Pounds
|
|
$0.32 - $0.35 per Pound
|
|
December 2014 - March 2015
|
|
April 2015 - December 2016
|
|
|
Tabular Disclosure of Fair Values of Derivative Instruments
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value
as of March 29, 2015 |
|
Balance Sheet Location
|
|
Fair Value
as of March 29, 2015 |
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Interest Rate Contracts
|
|
|
|
|
|
Accrued liabilities
|
|
$
|
905
|
|
||
|
|
|
|
|
|
Other long-term liabilities
|
|
10,957
|
|
|||
Foreign Exchange Contracts
|
|
Other current assets
|
|
2,104
|
|
|
|
|
|
|||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
2,104
|
|
|
|
|
$
|
11,862
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Commodity Contracts
|
|
Other assets, net
|
|
$
|
152
|
|
|
Accrued liabilities
|
|
8,885
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
$
|
3,167
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
152
|
|
|
|
|
$
|
12,051
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Balance Sheet Location
|
|
Fair Value
as of December 28, 2014 |
|
Balance Sheet Location
|
|
Fair Value
as of December 28, 2014 |
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Interest Rate Contracts
|
|
Other assets, net
|
|
$
|
6,420
|
|
|
Accrued liabilities
|
|
$
|
1,280
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
3,263
|
|
|||
Foreign Exchange Contracts
|
|
Other current assets
|
|
1,294
|
|
|
|
|
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
7,714
|
|
|
|
|
$
|
4,543
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Commodity Contracts
|
|
|
|
|
|
|
Accrued liabilities
|
|
$
|
8,995
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
3,016
|
|
|||
Total derivatives not designated as hedging instruments
|
|
|
|
$
|
—
|
|
|
|
|
$
|
12,011
|
|
|
|
March 29, 2015
|
|
December 28, 2014
|
||||||||||||||||||
Derivative Instrument
|
|
Gross Amounts Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
|
|
Net Amount
|
|
Gross Amounts Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
|
|
Net Amount
|
||||||||||
Total asset derivatives
|
|
$
|
2,256
|
|
|
(2,256
|
)
|
|
$
|
—
|
|
|
$
|
7,714
|
|
|
(5,039
|
)
|
|
$
|
2,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liability derivatives
|
|
$
|
23,913
|
|
|
(2,256
|
)
|
|
21,657
|
|
|
$
|
16,554
|
|
|
(5,039
|
)
|
|
$
|
11,515
|
|
Gain/(Loss)
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives in Cash Flow Hedging
Relationships
|
|
Recognized in
AOCL on
Derivative
(Effective
Portion)
|
|
Effective portion
reclassified from AOCL to: |
|
Reclassified
from AOCL
into Earnings
(Effective
Portion)
|
|
Ineffective portion
recognized in Earnings in:
|
|
Recognized in
Earnings on
Derivative
(Ineffective
Portion)
|
||||||
Interest Rate Contracts
|
|
$
|
(14,131
|
)
|
|
Interest expense
|
|
$
|
(393
|
)
|
|
Interest expense
|
|
|
|
|
Foreign Exchange Contracts
|
|
1,515
|
|
|
Cost of products sold
|
|
703
|
|
|
Cost of products sold
|
|
(2
|
)
|
|||
Three months ended March 29, 2015
|
|
$
|
(12,616
|
)
|
|
|
|
$
|
310
|
|
|
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Contracts
|
|
$
|
(8,732
|
)
|
|
Interest expense
|
|
$
|
(41
|
)
|
|
Interest expense
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
|
991
|
|
|
Cost of products sold
|
|
413
|
|
|
Cost of products sold
|
|
3
|
|
|||
Three months ended March 30, 2014
|
|
$
|
(7,741
|
)
|
|
|
|
$
|
372
|
|
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
Recognized in Earnings in:
|
|
Recognized in
Earnings on
Derivative
|
|
|
|
|
||||||||
Commodity Contracts
|
|
|
|
Cost of products sold
|
|
$
|
(2,008
|
)
|
|
|
|
|
||||
Three months ended March 29, 2015
|
|
|
|
$
|
(2,008
|
)
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity Contracts
|
|
|
|
Cost of products sold
|
|
$
|
(354
|
)
|
|
|
|
|
||||
Interest Rate Contracts
|
|
|
|
Interest expense
|
|
$
|
11
|
|
|
|
|
|
||||
Three months ended March 30, 2014
|
|
|
|
$
|
(343
|
)
|
|
|
|
|
Asset/(Liability)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Counterparty
|
|
Contract
Type
|
|
Termination
Value
|
|
Performance
Risk
Adjustment
|
|
Accrued
Interest
|
|
Fair Value
(excluding
interest)
|
||||||||
Barclays
|
|
Interest Rate Contracts
|
|
$
|
(5,886
|
)
|
|
$
|
828
|
|
|
$
|
(88
|
)
|
|
$
|
(4,970
|
)
|
|
|
Foreign Exchange Contracts
|
|
2,108
|
|
|
(4
|
)
|
|
—
|
|
|
2,104
|
|
||||
|
|
Commodity Contracts
|
|
(6,350
|
)
|
|
—
|
|
|
—
|
|
|
(6,350
|
)
|
||||
Bank of America
|
|
Interest Rate Contracts
|
|
(3,011
|
)
|
|
776
|
|
|
—
|
|
|
(2,235
|
)
|
||||
|
|
Commodity Contracts
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||
Credit Suisse
|
|
Interest Rate Contracts
|
|
(1,829
|
)
|
|
82
|
|
|
(88
|
)
|
|
(1,659
|
)
|
||||
Macquarie
|
|
Interest Rate Contracts
|
|
(3,160
|
)
|
|
84
|
|
|
(77
|
)
|
|
(2,999
|
)
|
||||
|
|
Commodity Contracts
|
|
(5,526
|
)
|
|
—
|
|
|
—
|
|
|
(5,526
|
)
|
||||
Total
|
|
|
|
$
|
(23,676
|
)
|
|
$
|
1,766
|
|
|
$
|
(253
|
)
|
|
$
|
(21,657
|
)
|
Asset/(Liability)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Counterparty
|
|
Contract
Type
|
|
Termination
Value
|
|
Performance
Risk
Adjustment
|
|
Accrued
Interest
|
|
Fair Value
(excluding
interest)
|
||||||||
Barclays
|
|
Interest Rate Contracts
|
|
$
|
550
|
|
|
$
|
667
|
|
|
$
|
(90
|
)
|
|
$
|
1,307
|
|
|
|
Foreign Exchange Contracts
|
|
1,294
|
|
|
—
|
|
|
—
|
|
|
1,294
|
|
||||
|
|
Commodity Contracts
|
|
(6,300
|
)
|
|
—
|
|
|
—
|
|
|
(6,300
|
)
|
||||
Bank of America
|
|
Interest Rate Contracts
|
|
1,578
|
|
|
627
|
|
|
—
|
|
|
2,205
|
|
||||
Credit Suisse
|
|
Interest Rate Contracts
|
|
322
|
|
|
58
|
|
|
(90
|
)
|
|
470
|
|
||||
Macquarie
|
|
Interest Rate Contracts
|
|
(2,262
|
)
|
|
80
|
|
|
(77
|
)
|
|
(2,105
|
)
|
||||
|
|
Commodity Contracts
|
|
(5,711
|
)
|
|
—
|
|
|
—
|
|
|
(5,711
|
)
|
||||
Total
|
|
|
|
$
|
(10,529
|
)
|
|
$
|
1,432
|
|
|
$
|
(257
|
)
|
|
$
|
(8,840
|
)
|
|
Three months ended
|
||||||
SEGMENT INFORMATION
|
March 29,
2015 |
|
March 30,
2014 |
||||
Net sales
|
|
|
|
||||
Birds Eye Frozen
|
$
|
317,890
|
|
|
$
|
294,278
|
|
Duncan Hines Grocery
|
261,198
|
|
|
264,904
|
|
||
Specialty Foods
|
86,193
|
|
|
84,857
|
|
||
Total
|
$
|
665,281
|
|
|
$
|
644,039
|
|
Earnings before interest and taxes
|
|
|
|
||||
Birds Eye Frozen
|
$
|
43,277
|
|
|
$
|
46,728
|
|
Duncan Hines Grocery
|
43,207
|
|
|
42,673
|
|
||
Specialty Foods
|
7,700
|
|
|
7,072
|
|
||
Unallocated corporate expenses
|
(5,715
|
)
|
|
(6,382
|
)
|
||
Total
|
$
|
88,469
|
|
|
$
|
90,091
|
|
Depreciation and amortization
|
|
|
|
||||
Birds Eye Frozen
|
$
|
10,668
|
|
|
$
|
9,949
|
|
Duncan Hines Grocery
|
7,000
|
|
|
6,462
|
|
||
Specialty Foods
|
3,199
|
|
|
3,969
|
|
||
Total
|
$
|
20,867
|
|
|
$
|
20,380
|
|
Capital expenditures (1)
|
|
|
|
||||
Birds Eye Frozen
|
$
|
4,540
|
|
|
$
|
5,981
|
|
Duncan Hines Grocery
|
18,922
|
|
|
14,740
|
|
||
Specialty Foods
|
3,562
|
|
|
1,967
|
|
||
Total
|
$
|
27,024
|
|
|
$
|
22,688
|
|
|
|
|
|
||||
NET SALES BY PRODUCT TYPE
|
|
|
|
||||
Net sales
|
|
|
|
||||
Frozen
|
$
|
359,139
|
|
|
$
|
337,234
|
|
Meals and Meal Enhancers
|
208,974
|
|
|
210,700
|
|
||
Desserts
|
71,854
|
|
|
70,720
|
|
||
Snacks
|
25,314
|
|
|
25,385
|
|
||
Total
|
$
|
665,281
|
|
|
$
|
644,039
|
|
|
|
|
|
||||
GEOGRAPHIC INFORMATION
|
|
|
|
||||
Net sales
|
|
|
|
||||
United States
|
$
|
661,167
|
|
|
$
|
639,817
|
|
Canada
|
29,498
|
|
|
20,191
|
|
||
Intercompany
|
(25,384
|
)
|
|
(15,969
|
)
|
||
Total
|
$
|
665,281
|
|
|
$
|
644,039
|
|
(1)
|
Includes new capital leases.
|
SEGMENT INFORMATION
|
March 29,
2015 |
|
December 28,
2014 |
||||
Total assets
|
|
|
|
||||
Birds Eye Frozen
|
$
|
2,118,614
|
|
|
$
|
2,123,902
|
|
Duncan Hines Grocery
|
2,621,750
|
|
|
2,612,311
|
|
||
Specialty Foods
|
344,801
|
|
|
343,177
|
|
||
Corporate
|
103,526
|
|
|
121,555
|
|
||
Total
|
$
|
5,188,691
|
|
|
$
|
5,200,945
|
|
GEOGRAPHIC INFORMATION
|
|
|
|
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
589,755
|
|
|
$
|
592,541
|
|
Canada
|
11,994
|
|
|
13,365
|
|
||
Total
|
$
|
601,749
|
|
|
$
|
605,906
|
|
|
Three months ended
|
||||||
Provision for Income Taxes
|
March 29,
2015 |
|
March 30,
2014 |
||||
Current
|
$
|
6,959
|
|
|
$
|
650
|
|
Deferred
|
18,499
|
|
|
24,352
|
|
||
Total
|
$
|
25,458
|
|
|
$
|
25,002
|
|
|
|
|
|
||||
Effective tax rate
|
38.0
|
%
|
|
38.0
|
%
|
(1)
|
(a) Condensed consolidating balance sheets as of
March 29, 2015
and
December 28, 2014
.
|
(2)
|
Elimination entries necessary to consolidate the Company, Pinnacle Foods Finance with its guarantor subsidiaries and non-guarantor subsidiaries.
|
Pinnacle Foods Inc.
Condensed Consolidating Balance Sheet
March 29, 2015
|
|||||||||||||||||||||||
|
Pinnacle
Foods
Inc.
|
|
Pinnacle
Foods
Finance LLC
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
Total
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,420
|
|
|
$
|
13,147
|
|
|
$
|
—
|
|
|
$
|
50,567
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
196,957
|
|
|
14,675
|
|
|
—
|
|
|
211,632
|
|
||||||
Intercompany accounts receivable
|
89,438
|
|
|
—
|
|
|
628,451
|
|
|
—
|
|
|
(717,889
|
)
|
|
—
|
|
||||||
Inventories, net
|
—
|
|
|
—
|
|
|
335,050
|
|
|
9,636
|
|
|
—
|
|
|
344,686
|
|
||||||
Other current assets
|
—
|
|
|
2,105
|
|
|
6,269
|
|
|
461
|
|
|
—
|
|
|
8,835
|
|
||||||
Deferred tax assets
|
—
|
|
|
1,015
|
|
|
103,780
|
|
|
30
|
|
|
—
|
|
|
104,825
|
|
||||||
Total current assets
|
89,438
|
|
|
3,120
|
|
|
1,307,927
|
|
|
37,949
|
|
|
(717,889
|
)
|
|
720,545
|
|
||||||
Plant assets, net
|
—
|
|
|
—
|
|
|
589,755
|
|
|
11,994
|
|
|
—
|
|
|
601,749
|
|
||||||
Investment in subsidiaries
|
1,659,799
|
|
|
2,239,394
|
|
|
27,184
|
|
|
—
|
|
|
(3,926,377
|
)
|
|
—
|
|
||||||
Intercompany note receivable
|
—
|
|
|
2,100,848
|
|
|
7,270
|
|
|
9,800
|
|
|
(2,117,918
|
)
|
|
—
|
|
||||||
Tradenames
|
—
|
|
|
—
|
|
|
1,996,800
|
|
|
4,661
|
|
|
—
|
|
|
2,001,461
|
|
||||||
Other assets, net
|
—
|
|
|
19,518
|
|
|
128,139
|
|
|
1,007
|
|
|
—
|
|
|
148,664
|
|
||||||
Deferred tax assets
|
—
|
|
|
309,825
|
|
|
—
|
|
|
—
|
|
|
(309,825
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,692,714
|
|
|
23,558
|
|
|
—
|
|
|
1,716,272
|
|
||||||
Total assets
|
$
|
1,749,237
|
|
|
$
|
4,672,705
|
|
|
$
|
5,749,789
|
|
|
$
|
88,969
|
|
|
$
|
(7,072,009
|
)
|
|
$
|
5,188,691
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,263
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,263
|
|
Current portion of long-term obligations
|
—
|
|
|
5,250
|
|
|
6,640
|
|
|
(74
|
)
|
|
—
|
|
|
11,816
|
|
||||||
Accounts payable
|
—
|
|
|
—
|
|
|
180,621
|
|
|
4,006
|
|
|
—
|
|
|
184,627
|
|
||||||
Intercompany accounts payable
|
—
|
|
|
707,287
|
|
|
—
|
|
|
10,602
|
|
|
(717,889
|
)
|
|
—
|
|
||||||
Accrued trade marketing expense
|
—
|
|
|
—
|
|
|
37,355
|
|
|
3,720
|
|
|
—
|
|
|
41,075
|
|
||||||
Accrued liabilities
|
—
|
|
|
25,565
|
|
|
69,559
|
|
|
2,324
|
|
|
—
|
|
|
97,448
|
|
||||||
Dividends payable
|
27,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,924
|
|
||||||
Total current liabilities
|
27,924
|
|
|
738,102
|
|
|
296,438
|
|
|
20,578
|
|
|
(717,889
|
)
|
|
365,153
|
|
||||||
Long-term debt
|
—
|
|
|
2,260,680
|
|
|
22,657
|
|
|
403
|
|
|
—
|
|
|
2,283,740
|
|
||||||
Intercompany note payable
|
—
|
|
|
—
|
|
|
2,082,043
|
|
|
35,875
|
|
|
(2,117,918
|
)
|
|
—
|
|
||||||
Pension and other postretirement benefits
|
—
|
|
|
—
|
|
|
59,471
|
|
|
—
|
|
|
—
|
|
|
59,471
|
|
||||||
Other long-term liabilities
|
—
|
|
|
14,124
|
|
|
24,537
|
|
|
3,543
|
|
|
—
|
|
|
42,204
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
1,025,249
|
|
|
1,386
|
|
|
(309,825
|
)
|
|
716,810
|
|
||||||
Total liabilities
|
27,924
|
|
|
3,012,906
|
|
|
3,510,395
|
|
|
61,785
|
|
|
(3,145,632
|
)
|
|
3,467,378
|
|
||||||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shareholder’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pinnacle common stock
|
1,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,174
|
|
||||||
Additional paid-in-capital
|
1,365,533
|
|
|
1,366,707
|
|
|
1,289,354
|
|
|
20,476
|
|
|
(2,676,537
|
)
|
|
1,365,533
|
|
||||||
Retained earnings
|
433,651
|
|
|
340,027
|
|
|
987,391
|
|
|
11,048
|
|
|
(1,338,466
|
)
|
|
433,651
|
|
||||||
Accumulated other comprehensive loss
|
(46,935
|
)
|
|
(46,935
|
)
|
|
(37,351
|
)
|
|
(4,340
|
)
|
|
88,626
|
|
|
(46,935
|
)
|
||||||
Capital stock in treasury, at cost
|
(32,110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,110
|
)
|
||||||
Total Shareholders' equity
|
1,721,313
|
|
|
1,659,799
|
|
|
2,239,394
|
|
|
27,184
|
|
|
(3,926,377
|
)
|
|
1,721,313
|
|
||||||
Total liabilities and shareholders' equity
|
$
|
1,749,237
|
|
|
$
|
4,672,705
|
|
|
$
|
5,749,789
|
|
|
$
|
88,969
|
|
|
$
|
(7,072,009
|
)
|
|
$
|
5,188,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pinnacle Foods Inc.
Condensed Consolidating Balance Sheet
December 28, 2014
|
|||||||||||||||||||||||
|
Pinnacle
Foods
Inc.
|
|
Pinnacle
Foods
Finance LLC
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
Total
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,942
|
|
|
$
|
5,535
|
|
|
$
|
—
|
|
|
$
|
38,477
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
176,822
|
|
|
13,932
|
|
|
—
|
|
|
190,754
|
|
||||||
Intercompany accounts receivable
|
89,361
|
|
|
—
|
|
|
575,842
|
|
|
—
|
|
|
(665,203
|
)
|
|
—
|
|
||||||
Inventories, net
|
—
|
|
|
—
|
|
|
344,589
|
|
|
11,878
|
|
|
—
|
|
|
356,467
|
|
||||||
Other current assets
|
—
|
|
|
1,294
|
|
|
6,756
|
|
|
173
|
|
|
—
|
|
|
8,223
|
|
||||||
Deferred tax assets
|
—
|
|
|
1,015
|
|
|
120,488
|
|
|
285
|
|
|
—
|
|
|
121,788
|
|
||||||
Total current assets
|
89,361
|
|
|
2,309
|
|
|
1,257,439
|
|
|
31,803
|
|
|
(665,203
|
)
|
|
715,709
|
|
||||||
Plant assets, net
|
—
|
|
|
—
|
|
|
592,541
|
|
|
13,365
|
|
|
—
|
|
|
605,906
|
|
||||||
Investment in subsidiaries
|
1,652,475
|
|
|
2,188,789
|
|
|
75,740
|
|
|
—
|
|
|
(3,917,004
|
)
|
|
—
|
|
||||||
Intercompany note receivable
|
—
|
|
|
2,086,775
|
|
|
7,270
|
|
|
9,800
|
|
|
(2,103,845
|
)
|
|
—
|
|
||||||
Tradenames
|
—
|
|
|
—
|
|
|
1,951,392
|
|
|
50,482
|
|
|
—
|
|
|
2,001,874
|
|
||||||
Other assets, net
|
—
|
|
|
26,757
|
|
|
119,336
|
|
|
11,803
|
|
|
—
|
|
|
157,896
|
|
||||||
Deferred tax assets
|
—
|
|
|
307,584
|
|
|
—
|
|
|
—
|
|
|
(307,584
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,638,946
|
|
|
80,614
|
|
|
—
|
|
|
1,719,560
|
|
||||||
Total assets
|
$
|
1,741,836
|
|
|
$
|
4,612,214
|
|
|
$
|
5,642,664
|
|
|
$
|
197,867
|
|
|
$
|
(6,993,636
|
)
|
|
$
|
5,200,945
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,396
|
|
Current portion of long-term obligations
|
—
|
|
|
5,250
|
|
|
6,746
|
|
|
(80
|
)
|
|
—
|
|
|
11,916
|
|
||||||
Accounts payable
|
—
|
|
|
—
|
|
|
194,671
|
|
|
3,908
|
|
|
—
|
|
|
198,579
|
|
||||||
Intercompany accounts payable
|
—
|
|
|
664,675
|
|
|
—
|
|
|
528
|
|
|
(665,203
|
)
|
|
—
|
|
||||||
Accrued trade marketing expense
|
—
|
|
|
—
|
|
|
33,039
|
|
|
3,171
|
|
|
—
|
|
|
36,210
|
|
||||||
Accrued liabilities
|
—
|
|
|
22,137
|
|
|
73,911
|
|
|
10,440
|
|
|
—
|
|
|
106,488
|
|
||||||
Dividends payable
|
27,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,847
|
|
||||||
Total current liabilities
|
27,847
|
|
|
692,062
|
|
|
310,763
|
|
|
17,967
|
|
|
(665,203
|
)
|
|
383,436
|
|
||||||
Long-term debt
|
—
|
|
|
2,261,397
|
|
|
24,142
|
|
|
445
|
|
|
—
|
|
|
2,285,984
|
|
||||||
Intercompany note payable
|
—
|
|
|
—
|
|
|
2,005,593
|
|
|
98,252
|
|
|
(2,103,845
|
)
|
|
—
|
|
||||||
Pension and other postretirement benefits
|
—
|
|
|
—
|
|
|
61,830
|
|
|
—
|
|
|
—
|
|
|
61,830
|
|
||||||
Other long-term liabilities
|
—
|
|
|
6,280
|
|
|
24,368
|
|
|
3,657
|
|
|
—
|
|
|
34,305
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
1,027,179
|
|
|
1,806
|
|
|
(307,584
|
)
|
|
721,401
|
|
||||||
Total liabilities
|
27,847
|
|
|
2,959,739
|
|
|
3,453,875
|
|
|
122,127
|
|
|
(3,076,632
|
)
|
|
3,486,956
|
|
||||||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shareholder’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pinnacle common stock
|
1,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
||||||
Additional paid-in-capital
|
1,363,129
|
|
|
1,364,302
|
|
|
1,285,084
|
|
|
67,181
|
|
|
(2,716,567
|
)
|
|
1,363,129
|
|
||||||
Retained earnings
|
419,531
|
|
|
325,907
|
|
|
942,185
|
|
|
10,977
|
|
|
(1,279,069
|
)
|
|
419,531
|
|
||||||
Accumulated other comprehensive loss
|
(37,734
|
)
|
|
(37,734
|
)
|
|
(38,480
|
)
|
|
(2,418
|
)
|
|
78,632
|
|
|
(37,734
|
)
|
||||||
Capital stock in treasury, at cost
|
(32,110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,110
|
)
|
||||||
Total Shareholders' equity
|
1,713,989
|
|
|
1,652,475
|
|
|
2,188,789
|
|
|
75,740
|
|
|
(3,917,004
|
)
|
|
1,713,989
|
|
||||||
Total liabilities and shareholders' equity
|
$
|
1,741,836
|
|
|
$
|
4,612,214
|
|
|
$
|
5,642,664
|
|
|
$
|
197,867
|
|
|
$
|
(6,993,636
|
)
|
|
$
|
5,200,945
|
|
Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the three months ended March 29, 2015
|
|||||||||||||||||||||||
|
Pinnacle
Foods
Inc.
|
|
Pinnacle
Foods
Finance LLC
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
661,167
|
|
|
$
|
29,498
|
|
|
$
|
(25,384
|
)
|
|
$
|
665,281
|
|
Cost of products sold
|
—
|
|
|
2
|
|
|
495,386
|
|
|
23,305
|
|
|
(25,129
|
)
|
|
493,564
|
|
||||||
Gross profit
|
—
|
|
|
(2
|
)
|
|
165,781
|
|
|
6,193
|
|
|
(255
|
)
|
|
171,717
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketing and selling expenses
|
—
|
|
|
—
|
|
|
43,291
|
|
|
3,718
|
|
|
—
|
|
|
47,009
|
|
||||||
Administrative expenses
|
—
|
|
|
132
|
|
|
25,940
|
|
|
1,714
|
|
|
—
|
|
|
27,786
|
|
||||||
Research and development expenses
|
—
|
|
|
—
|
|
|
2,941
|
|
|
111
|
|
|
—
|
|
|
3,052
|
|
||||||
Intercompany royalties
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
||||||
Intercompany technical service fees
|
—
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|
(249
|
)
|
|
—
|
|
||||||
Other expense (income), net
|
|
|
|
1,833
|
|
|
3,566
|
|
|
2
|
|
|
—
|
|
|
5,401
|
|
||||||
Equity in (earnings) loss of investees
|
(41,536
|
)
|
|
(45,206
|
)
|
|
(71
|
)
|
|
—
|
|
|
86,813
|
|
|
—
|
|
||||||
|
(41,536
|
)
|
|
(43,241
|
)
|
|
75,667
|
|
|
5,800
|
|
|
86,558
|
|
|
83,248
|
|
||||||
Earnings before interest and taxes
|
41,536
|
|
|
43,239
|
|
|
90,114
|
|
|
393
|
|
|
(86,813
|
)
|
|
88,469
|
|
||||||
Intercompany interest (income) expense
|
—
|
|
|
(17,178
|
)
|
|
16,921
|
|
|
257
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
—
|
|
|
21,121
|
|
|
496
|
|
|
11
|
|
|
—
|
|
|
21,628
|
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
145
|
|
|
8
|
|
|
—
|
|
|
153
|
|
||||||
Earnings (loss) before income taxes
|
41,536
|
|
|
39,296
|
|
|
72,842
|
|
|
133
|
|
|
(86,813
|
)
|
|
66,994
|
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
(2,240
|
)
|
|
27,636
|
|
|
62
|
|
|
—
|
|
|
25,458
|
|
||||||
Net earnings (loss)
|
$
|
41,536
|
|
|
$
|
41,536
|
|
|
$
|
45,206
|
|
|
$
|
71
|
|
|
$
|
(86,813
|
)
|
|
$
|
41,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive earnings (loss)
|
$
|
32,335
|
|
|
$
|
32,335
|
|
|
$
|
44,411
|
|
|
$
|
(894
|
)
|
|
$
|
(75,852
|
)
|
|
$
|
32,335
|
|
Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the three months ended March 30, 2014
|
|||||||||||||||||||||||
|
Pinnacle
Foods
Inc.
|
|
Pinnacle
Foods
Finance LLC
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
639,817
|
|
|
$
|
20,191
|
|
|
$
|
(15,969
|
)
|
|
$
|
644,039
|
|
Cost of products sold
|
—
|
|
|
194
|
|
|
473,945
|
|
|
18,929
|
|
|
(15,690
|
)
|
|
477,378
|
|
||||||
Gross profit
|
—
|
|
|
(194
|
)
|
|
165,872
|
|
|
1,262
|
|
|
(279
|
)
|
|
166,661
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketing and selling expenses
|
—
|
|
|
271
|
|
|
42,641
|
|
|
1,216
|
|
|
—
|
|
|
44,128
|
|
||||||
Administrative expenses
|
—
|
|
|
1,696
|
|
|
23,105
|
|
|
1,176
|
|
|
—
|
|
|
25,977
|
|
||||||
Research and development expenses
|
—
|
|
|
41
|
|
|
2,441
|
|
|
—
|
|
|
—
|
|
|
2,482
|
|
||||||
Intercompany royalties
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
||||||
Intercompany technical service fees
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|
(270
|
)
|
|
—
|
|
||||||
Other expense (income), net
|
—
|
|
|
—
|
|
|
3,983
|
|
|
—
|
|
|
—
|
|
|
3,983
|
|
||||||
Equity in (earnings) loss of investees
|
(40,748
|
)
|
|
(46,403
|
)
|
|
1,089
|
|
|
—
|
|
|
86,062
|
|
|
—
|
|
||||||
|
(40,748
|
)
|
|
(44,395
|
)
|
|
73,259
|
|
|
2,671
|
|
|
85,783
|
|
|
76,570
|
|
||||||
Earnings before interest and taxes
|
40,748
|
|
|
44,201
|
|
|
92,613
|
|
|
(1,409
|
)
|
|
(86,062
|
)
|
|
90,091
|
|
||||||
Intercompany interest (income) expense
|
—
|
|
|
(16,890
|
)
|
|
16,855
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
—
|
|
|
23,912
|
|
|
447
|
|
|
8
|
|
|
—
|
|
|
24,367
|
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
11
|
|
|
15
|
|
|
—
|
|
|
26
|
|
||||||
Earnings (loss) before income taxes
|
40,748
|
|
|
37,179
|
|
|
75,322
|
|
|
(1,437
|
)
|
|
(86,062
|
)
|
|
65,750
|
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
(3,569
|
)
|
|
28,919
|
|
|
(348
|
)
|
|
—
|
|
|
25,002
|
|
||||||
Net (loss) earnings
|
$
|
40,748
|
|
|
$
|
40,748
|
|
|
$
|
46,403
|
|
|
$
|
(1,089
|
)
|
|
$
|
(86,062
|
)
|
|
$
|
40,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive earnings (loss)
|
$
|
35,667
|
|
|
$
|
35,667
|
|
|
$
|
46,633
|
|
|
$
|
(948
|
)
|
|
$
|
(81,352
|
)
|
|
$
|
35,667
|
|
Pinnacle Foods Inc.
Condensed Consolidating Statement of Cash Flows
For the three months ended March 29, 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
|
$
|
—
|
|
|
$
|
3,978
|
|
|
$
|
72,661
|
|
|
$
|
(5,642
|
)
|
|
$
|
—
|
|
|
$
|
70,997
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany accounts receivable/payable
|
—
|
|
|
(2,666
|
)
|
|
(13,713
|
)
|
|
—
|
|
|
16,379
|
|
|
—
|
|
||||||
Investment in Subsidiary
|
28,353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,353
|
)
|
|
—
|
|
||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(27,024
|
)
|
|
—
|
|
|
—
|
|
|
(27,024
|
)
|
||||||
Net cash (used in) provided by investing activities
|
28,353
|
|
|
(2,666
|
)
|
|
(40,737
|
)
|
|
—
|
|
|
(11,974
|
)
|
|
(27,024
|
)
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of common stock
|
508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
508
|
|
||||||
Excess tax benefits on stock-based compensation
|
802
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
802
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
(2,374
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,374
|
)
|
||||||
Dividends paid
|
(27,289
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,289
|
)
|
||||||
Repayments of long-term obligations
|
—
|
|
|
(1,312
|
)
|
|
(896
|
)
|
|
—
|
|
|
—
|
|
|
(2,208
|
)
|
||||||
Proceeds from short-term borrowing
|
—
|
|
|
—
|
|
|
963
|
|
|
—
|
|
|
—
|
|
|
963
|
|
||||||
Repayments of short-term borrowing
|
—
|
|
|
—
|
|
|
(1,096
|
)
|
|
—
|
|
|
—
|
|
|
(1,096
|
)
|
||||||
Intercompany accounts receivable/payable
|
—
|
|
|
—
|
|
|
2,666
|
|
|
13,713
|
|
|
(16,379
|
)
|
|
—
|
|
||||||
Parent investment
|
—
|
|
|
—
|
|
|
(28,353
|
)
|
|
|
|
|
28,353
|
|
|
—
|
|
||||||
Repayment of capital lease obligations
|
—
|
|
|
—
|
|
|
(730
|
)
|
|
—
|
|
|
—
|
|
|
(730
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(28,353
|
)
|
|
(1,312
|
)
|
|
(27,446
|
)
|
|
13,713
|
|
|
11,974
|
|
|
(31,424
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|
—
|
|
|
(459
|
)
|
||||||
Net change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
4,478
|
|
|
7,612
|
|
|
—
|
|
|
12,090
|
|
||||||
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
32,942
|
|
|
5,535
|
|
|
—
|
|
|
38,477
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,420
|
|
|
$
|
13,147
|
|
|
$
|
—
|
|
|
$
|
50,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pinnacle Foods Inc.
Condensed Consolidating Statement of Cash Flows
For the three months ended March 30, 2014
|
|||||||||||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
(4,503
|
)
|
|
$
|
98,937
|
|
|
$
|
(495
|
)
|
|
$
|
—
|
|
|
$
|
93,939
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany accounts receivable/payable
|
—
|
|
|
9,891
|
|
|
—
|
|
|
—
|
|
|
(9,891
|
)
|
|
—
|
|
||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(22,406
|
)
|
|
—
|
|
|
—
|
|
|
(22,406
|
)
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
9,891
|
|
|
(22,406
|
)
|
|
—
|
|
|
(9,891
|
)
|
|
(22,406
|
)
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from the issuance of common stock
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(24,310
|
)
|
|
—
|
|
|
—
|
|
|
(24,310
|
)
|
||||||
Repayments of long-term obligations
|
—
|
|
|
(5,388
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,388
|
)
|
||||||
Proceeds from short-term borrowing
|
—
|
|
|
—
|
|
|
960
|
|
|
—
|
|
|
—
|
|
|
960
|
|
||||||
Repayments of short-term borrowing
|
—
|
|
|
—
|
|
|
(978
|
)
|
|
—
|
|
|
—
|
|
|
(978
|
)
|
||||||
Intercompany accounts receivable/payable
|
(73
|
)
|
|
—
|
|
|
(9,818
|
)
|
|
|
|
|
9,891
|
|
|
—
|
|
||||||
Repayment of capital lease obligations
|
—
|
|
|
—
|
|
|
(674
|
)
|
|
—
|
|
|
—
|
|
|
(674
|
)
|
||||||
Net cash (used in) provided by financing activities
|
—
|
|
|
(5,388
|
)
|
|
(34,820
|
)
|
|
—
|
|
|
9,891
|
|
|
(30,317
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
81
|
|
||||||
Net change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
41,711
|
|
|
(414
|
)
|
|
—
|
|
|
41,297
|
|
||||||
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
104,345
|
|
|
12,394
|
|
|
—
|
|
|
116,739
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146,056
|
|
|
$
|
11,980
|
|
|
$
|
—
|
|
|
$
|
158,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 2:
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Gross sales
, which change as a function of changes in volume and list price; and
|
•
|
the costs that we deduct from gross sales to arrive at net sales, which consist of:
|
◦
|
Cash discounts, returns and other allowances
.
|
◦
|
Trade marketing expenses
, which include the cost of temporary price reductions (“on sale” prices), promotional displays and advertising space in store circulars.
|
◦
|
New product distribution (slotting) expenses
, which are the costs of having certain retailers stock a new product, including amounts retailers charge for updating their warehousing systems, allocating shelf space and in-store systems set-up, among other things.
|
◦
|
Consumer coupon redemption expenses
, which are costs from the redemption of coupons we circulate as part of our marketing efforts.
|
•
|
Costs recorded in Cost of products sold in the consolidated statement of operations include:
|
•
|
Raw materials,
such as vegetables and fruits, proteins, grains and oils, sugars, seafood and other agricultural products, among others, are available from numerous independent suppliers but are subject to price fluctuations due to a number of factors, including changes in crop size, federal and state agricultural programs, export demand, weather conditions and insects, among others.
|
•
|
Packaging costs.
Our broad array of products entails significant costs for packaging and is subject to fluctuations in the price of steel, aluminum, glass jars, plastic bottles, corrugated fiberboard, and various poly-films.
|
•
|
Conversion costs,
which include all costs necessary to convert raw materials into finished product. Key components of this cost include direct labor, and plant overhead such as salaries, benefits, utilities and depreciation.
|
•
|
Freight and distribution.
We use a combination of common carriers and inter-modal rail to transport our products from our manufacturing facilities to distribution centers and to deliver products to our customers from both those centers and directly from our manufacturing plants. Our freight and distribution costs are influenced by fuel costs as well as capacity within the industry.
|
•
|
Costs recorded in marketing and selling expenses in the consolidated statement of operations include:
|
•
|
Advertising and other marketing expenses.
These expenses represent advertising and other consumer and trade-oriented marketing programs.
|
•
|
Brokerage commissions and other overhead expenses
.
|
•
|
Costs recorded in administrative and research and development expenses in the consolidated statement of operations include:
|
•
|
Administrative expenses.
These expenses consist of personnel and facility charges and also include third party professional and other services. Our lean, nimble structure and efficient internal processes have enabled us to consistently hold our overhead costs (i.e., selling, general and administrative expenses, excluding one-time items) below 9% of net sales on an annual basis.
|
•
|
Research and Development.
These expenses consist of personnel and facility charges and include expenditures on new products and the improvement and maintenance of existing products and processes.
|
•
|
Interest Expense.
Our IPO and debt refinancings have improved our debt profile and significantly reduced our leverage and our expected future interest expense. See Note 1 and Note 9 to the consolidated financial statements included elsewhere in this 10-Q for further details. However, as a result of the Blackstone Transaction, the Birds Eye acquisition and the Wish-Bone acquisition, we still have significant indebtedness. Although we expect to continue to reduce our leverage over time, which includes our July 8, 2014 $200.0 million principal payment of the Tranche G Term Loans, we expect interest expense to continue to be a significant, although declining, component of our expenses. Additionally, as of September 28, 2014, we achieved a total net leverage ratio of less than 4.25:1.0, which resulted in a 25 basis point reduction on the margin on our Amended Credit Agreement. Annual savings of approximately $5.0 million are expected to be realized from the lower rate along with an additional approximately $5.0 million resulting from the July principal payment of $200.0 million. We have maintained our total leverage ratio under 4.25 since that time.
|
•
|
Cash Taxes.
We have significant tax-deductible intangible asset amortization and federal and state NOLs, which resulted in minimal federal and state cash taxes in recent years. We expect continued amortization and utilization of our NOLs will significantly reduce our federal and state income tax payments through 2015 and generate modest annual cash tax savings thereafter.
|
|
Three months ended
|
||||||||||||
|
March 29,
2015 |
|
March 30,
2014 |
||||||||||
Net sales
|
$
|
665.3
|
|
|
100.0
|
%
|
|
$
|
644.0
|
|
|
100.0
|
%
|
Cost of products sold
|
493.6
|
|
|
74.2
|
%
|
|
477.4
|
|
|
74.1
|
%
|
||
Gross profit
|
171.7
|
|
|
25.8
|
%
|
|
166.6
|
|
|
25.9
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Marketing and selling expenses
|
$
|
47.0
|
|
|
7.1
|
%
|
|
$
|
44.1
|
|
|
6.9
|
%
|
Administrative expenses
|
27.8
|
|
|
4.2
|
%
|
|
26.0
|
|
|
4.0
|
%
|
||
Research and development expenses
|
3.1
|
|
|
0.5
|
%
|
|
2.5
|
|
|
0.4
|
%
|
||
Other expense (income), net
|
5.4
|
|
|
0.8
|
%
|
|
4.0
|
|
|
0.6
|
%
|
||
|
$
|
83.2
|
|
|
12.5
|
%
|
|
$
|
76.6
|
|
|
11.9
|
%
|
Earnings before interest and taxes
|
$
|
88.5
|
|
|
13.3
|
%
|
|
$
|
90.1
|
|
|
14.0
|
%
|
|
Three months ended
|
||||||
|
March 29,
2015 |
|
March 30,
2014 |
||||
Net sales
|
|
|
|
||||
Birds Eye Frozen
|
$
|
317.9
|
|
|
$
|
294.3
|
|
Duncan Hines Grocery
|
261.2
|
|
|
264.9
|
|
||
North America Retail
|
579.1
|
|
|
559.2
|
|
||
|
|
|
|
||||
Specialty Foods
|
86.2
|
|
|
84.9
|
|
||
Total
|
$
|
665.3
|
|
|
$
|
644.0
|
|
|
|
|
|
||||
Earnings before interest and taxes
|
|
|
|
||||
Birds Eye Frozen
|
$
|
43.3
|
|
|
$
|
46.7
|
|
Duncan Hines Grocery
|
43.2
|
|
|
42.7
|
|
||
Specialty Foods
|
7.7
|
|
|
7.1
|
|
||
Unallocated corporate expenses
|
(5.7
|
)
|
|
(6.4
|
)
|
||
Total
|
$
|
88.5
|
|
|
$
|
90.1
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
|
|
||||
Birds Eye Frozen
|
$
|
10.7
|
|
|
$
|
9.9
|
|
Duncan Hines Grocery
|
7.0
|
|
|
6.5
|
|
||
Specialty Foods
|
3.2
|
|
|
4.0
|
|
||
Total
|
$
|
20.9
|
|
|
$
|
20.4
|
|
|
Three months ended
|
||||||
|
March 29,
2015 |
|
March 30,
2014 |
||||
Adjustments to Earnings before interest and taxes
|
|
|
|
||||
Birds Eye Frozen
|
$
|
3.5
|
|
|
$
|
0.4
|
|
Duncan Hines Grocery
|
3.4
|
|
|
2.2
|
|
||
Specialty Foods
|
0.1
|
|
|
0.1
|
|
||
|
|
|
|
|
$ (in millions)
|
|
% Net sales
|
|||
Productivity
|
$
|
14.0
|
|
|
2.1
|
%
|
Favorable product mix
|
5.0
|
|
|
0.4
|
|
|
Higher net price realization, including slotting
|
5.2
|
|
|
0.6
|
|
|
Inflation
|
(17.0
|
)
|
|
(2.6
|
)
|
|
Employee incentives resulting from the termination of the Hillshire merger agreement
|
(1.1
|
)
|
|
(0.2
|
)
|
|
Acquisition integration and restructuring costs
|
(0.9
|
)
|
|
(0.1
|
)
|
|
Higher depreciation expense
|
(0.8
|
)
|
|
(0.1
|
)
|
|
Other
|
(1.8
|
)
|
|
(0.2
|
)
|
|
Subtotal
|
$
|
2.6
|
|
|
(0.1
|
)%
|
Higher sales volume
|
2.5
|
|
|
|
||
Total
|
$
|
5.1
|
|
|
|
|
Three months ended
|
||||||
|
March 29, 2015
|
|
March 30, 2014
|
||||
Other expense (income), net consists of:
|
|
|
|
||||
Amortization of intangibles/other assets
|
$
|
3.4
|
|
|
$
|
4.2
|
|
Unrealized foreign exchange losses
|
2.3
|
|
|
—
|
|
||
Royalty income and other
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Total other expense (income), net
|
$
|
5.4
|
|
|
$
|
4.0
|
|
•
|
incur additional indebtedness and make guarantees;
|
•
|
create liens on assets;
|
•
|
engage in mergers or consolidations;
|
•
|
sell assets;
|
•
|
pay dividends and distributions or repurchase our capital stock;
|
•
|
make investments, loans and advances, including acquisitions; and
|
•
|
engage in certain transactions with affiliates.
|
•
|
incur additional debt or issue certain preferred shares;
|
•
|
pay dividends on or make other distributions in respect of our capital stock or make other restricted payments;
|
•
|
make certain investments;
|
•
|
sell certain assets;
|
•
|
create liens on certain assets to secure debt;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
enter into certain transactions with our affiliates; and
|
•
|
designate our subsidiaries as unrestricted subsidiaries.
|
(thousands of dollars)
|
Three months ended
|
|
Fiscal Year Ended
|
||||||||
|
March 29, 2015
|
|
March 30, 2014
|
|
December 28, 2014
|
||||||
Net earnings
|
$
|
41,536
|
|
|
$
|
40,748
|
|
|
$
|
248,418
|
|
Interest expense, net
|
21,475
|
|
|
24,341
|
|
|
96,053
|
|
|||
Income tax expense
|
25,458
|
|
|
25,002
|
|
|
167,800
|
|
|||
Depreciation and amortization expense
|
20,867
|
|
|
20,380
|
|
|
80,627
|
|
|||
EBITDA
|
$
|
109,336
|
|
|
$
|
110,471
|
|
|
$
|
592,898
|
|
Non-cash items (a)
|
3,735
|
|
|
422
|
|
|
41,022
|
|
|||
Acquisition, merger and other restructuring charges (b)
|
3,271
|
|
|
2,203
|
|
|
(130,050
|
)
|
|||
Other adjustment items (c)
|
—
|
|
|
—
|
|
|
169
|
|
|||
Adjusted EBITDA
|
$
|
116,342
|
|
|
$
|
113,096
|
|
|
$
|
504,039
|
|
Wish-Bone and Gardein Protein acquisition adjustments (1)
|
3,000
|
|
|
3,319
|
|
|
25,260
|
|
|||
Non-cash equity-based compensation charges (2)
|
1,902
|
|
|
2,112
|
|
|
8,762
|
|
|||
Covenant Compliance EBITDA
|
$
|
121,244
|
|
|
$
|
118,527
|
|
|
$
|
538,061
|
|
Last twelve months Covenant Compliance EBITDA
|
$
|
540,778
|
|
|
|
|
|
|
(1)
|
For the three months ended March 29, 2015, represents the net cost savings projected to be realized from acquisition synergies from both the Garden Protein and Wish-Bone acquisitions, calculated consistent with the definition of Covenant Compliance EBITDA. For both the three months ended March 30, 2014 and fiscal 2014, represents proforma additional EBITDA from Garden Protein for the period of fiscal 2014 prior to the acquisition and the net cost savings projected to be realized from acquisition synergies from both the Garden Protein and Wish-Bone acquisitions, calculated consistent with the definition of Covenant Compliance EBITDA.
|
(2)
|
Represents non-cash compensation charges related to the granting of equity awards that occur in the normal course of business. Awards that were issued as a result of the termination of the Hillshire merger agreement and awards that vested as a result of the Liquidity Event are being treated as an adjustment in the determination of Adjusted EBITDA. See Non-cash items below for details. For the three months ended March 30, 2014 and for fiscal 2014 includes $1.0 million of expense related to the CEO's transaction incentive award from the succesful completion of the IPO.
|
(a)
|
Non-cash items are comprised of the following:
|
(thousands of dollars)
|
Three months ended
|
|
Fiscal Year Ended
|
||||||||
|
March 29, 2015
|
|
March 30, 2014
|
|
December 28, 2014
|
||||||
Unrealized (gains) losses resulting from hedging activities (1)
|
$
|
(110
|
)
|
|
$
|
422
|
|
|
$
|
12,542
|
|
Effects of adjustments related to the application of purchase accounting (2)
|
—
|
|
|
—
|
|
|
636
|
|
|||
Non-cash compensation charges (3)
|
1,567
|
|
|
—
|
|
|
27,189
|
|
|||
Unrealized foreign exchange losses (4)
|
2,278
|
|
|
—
|
|
|
655
|
|
|||
Total non-cash items
|
$
|
3,735
|
|
|
$
|
422
|
|
|
$
|
41,022
|
|
(1)
|
Represents non-cash gains and losses resulting from mark-to-market adjustments of obligations under derivative contracts.
|
(2)
|
For fiscal 2014, represents expense related to the write-up to fair market value of inventories acquired as a result of the Garden Protein acquisition.
|
(3)
|
For the three months ended March 29, 2015, represents non-cash employee incentives and retention charges resulting from the termination of the Hillshire merger agreement. For fiscal 2014, represents non-cash employee incentives and retention charges resulting from the termination of the Hillshire merger agreement and equity based compensation charges resulting from the Liquidity event.
|
(4)
|
Represents foreign exchange losses resulting from intra-entity loans that are anticipated to be settled in the foreseeable future.
|
(b)
|
Acquisition, merger and other restructuring charges are comprised of the following:
|
(thousands of dollars)
|
Three months ended
|
|
Fiscal Year Ended
|
||||||||
|
March 29, 2015
|
|
March 30, 2014
|
|
December 28, 2014
|
||||||
Expenses in connection with an acquisition or other non-recurring merger costs (1)
|
$
|
768
|
|
|
$
|
—
|
|
|
$
|
(144,526
|
)
|
Restructuring charges, integration costs and other business optimization expenses (2)
|
2,503
|
|
|
1,778
|
|
|
11,011
|
|
|||
Employee severance (3)
|
—
|
|
|
425
|
|
|
3,465
|
|
|||
Total acquisition, merger and other restructuring charges
|
$
|
3,271
|
|
|
$
|
2,203
|
|
|
$
|
(130,050
|
)
|
(1)
|
For the
three months
ended
March 29, 2015
, represents expenses related to the secondary offering of common stock and employee incentives incurred related to the terminated agreement previously in place with Hillshire. For fiscal 2014, primarily represents receipt of Hillshire merger termination fee, net of professional fees and employee incentives incurred related to the terminated agreement previously in place with Hillshire. Also, includes expenses related to secondary offerings of common stock during 2014.
|
(2)
|
For the
three months
ended
March 29, 2015
, primarily represents integration costs of the Garden Protein and Wish-Bone acquisitions. For the three months ended March 30, 2014, represents restructuring related charges related to the closure of our Millsboro, DE facility, and integration costs of the Wish-Bone acquisition and the Duncan Hines manufacturing business located in Centralia, Illinois. For fiscal 2014, represents integration costs of the Wish-Bone and Gilster acquisitions and a gain from the sale of our Millsboro, DE facility in September 2014.
|
(3)
|
Represents severance costs paid, or to be paid, to terminated employees.
|
(c)
|
Other adjustment items are comprised of the following:
|
(thousands of dollars)
|
Three months ended
|
|
Fiscal Year Ended
|
||||||||
|
March 29, 2015
|
|
March 30, 2014
|
|
December 28, 2014
|
||||||
Other
|
—
|
|
|
—
|
|
|
169
|
|
|||
Total other adjustments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
Covenant
Requirement
|
Actual Ratio
|
Amended Credit Agreement
|
|
|
Net First Lien Leverage Ratio (1)
|
5.75 to 1.00
|
3.51
|
Total Leverage Ratio (2)
|
Not applicable
|
4.18
|
Senior Notes (3)
|
|
|
Minimum Covenant Compliance EBITDA to fixed charges ratio required to incur additional debt pursuant to ratio provisions (4)
|
2.00 to 1.00
|
6.13
|
(1)
|
Pursuant to the terms of the Amended Credit Agreement, Pinnacle Foods Finance is required to maintain a ratio of Net First Lien Secured Debt to Covenant Compliance EBITDA of no greater than 5.75 to 1.00. Net First Lien Secured Debt is defined as Pinnacle Foods Finance's aggregate consolidated secured indebtedness secured on a first lien priority basis, less the aggregate amount of all unrestricted cash and cash equivalents.
|
(2)
|
The Total Leverage Ratio is not a financial covenant but is used to determine the applicable margin rate under the Amended Credit Agreement. As of September 28, 2014, we achieved a total net leverage ratio of less than 4.25:1.0, and maintained it
|
(3)
|
Our ability to incur additional debt and make certain restricted payments under the indenture governing the 4.875% Senior Notes, subject to specified exceptions, is tied to a Covenant Compliance EBITDA to fixed charges ratio of at least 2.00 to 1.00.
|
(4)
|
Fixed charges is defined in the indenture governing the 4.875% Senior Notes as (i) consolidated interest expense (excluding specified items)
plus
consolidated capitalized interest
less
consolidated interest income,
plus
(ii) cash dividends and distributions paid on preferred stock or disqualified stock.
|
(thousands of dollars)
|
Three months ended
|
|
Fiscal Year Ended
|
||||||||
|
March 29, 2015
|
|
March 30, 2014
|
|
December 28, 2014
|
||||||
Gross profit
|
$
|
171,717
|
|
|
$
|
166,661
|
|
|
$
|
681,198
|
|
Non-cash items (a)
|
844
|
|
|
422
|
|
|
17,856
|
|
|||
Acquisition, merger and other restructuring charges (b)
|
2,619
|
|
|
1,555
|
|
|
12,247
|
|
|||
Adjusted Gross Profit
|
$
|
175,180
|
|
|
$
|
168,638
|
|
|
$
|
711,301
|
|
|
|
|
|
|
|
||||||
% of Net Sales
|
26.3
|
%
|
|
26.2
|
%
|
|
27.5
|
%
|
|||
|
|
|
|
|
|
(a)
|
Non-cash items are comprised of the following:
|
(thousands of dollars)
|
Three months ended
|
|
Fiscal Year Ended
|
||||||||
|
March 29, 2015
|
|
March 30, 2014
|
|
December 28, 2014
|
||||||
Unrealized losses (gains) resulting from hedging activities (1)
|
$
|
(110
|
)
|
|
$
|
422
|
|
|
$
|
12,542
|
|
Effects of adjustments related to the application of purchase accounting (2)
|
—
|
|
|
—
|
|
|
636
|
|
|||
Non-cash compensation charges (3)
|
954
|
|
|
—
|
|
|
4,678
|
|
|||
Non-cash items
|
$
|
844
|
|
|
$
|
422
|
|
|
$
|
17,856
|
|
|
|
|
|
|
|
(1)
|
Represents non-cash gains and losses resulting from mark-to-market obligations under derivative contracts.
|
(2)
|
For fiscal 2014, represents expense related to the write-up to fair market value of inventories acquired as a result of the Garden Protein acquisition.
|
(3)
|
Represents non-cash employee incentives and retention charges resulting from the termination of the Hillshire merger agreement.
|
(b)
|
Acquisition, merger and other restructuring charges are comprised of the following:
|
(thousands of dollars)
|
Three months ended
|
|
Fiscal Year Ended
|
||||||||
|
March 29, 2015
|
|
March 30, 2014
|
|
December 28, 2014
|
||||||
Expenses in connection with an acquisition or
other non-recurring merger costs (1)
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
855
|
|
Restructuring charges, integration costs and other business optimization expenses (2)
|
2,489
|
|
|
1,555
|
|
|
10,697
|
|
|||
Employee severance and recruiting (3)
|
—
|
|
|
—
|
|
|
695
|
|
|||
Total acquisition, merger and other restructuring charges
|
$
|
2,619
|
|
|
$
|
1,555
|
|
|
$
|
12,247
|
|
|
|
|
|
|
|
(1)
|
For the
three months
ended
March 29, 2015
and for fiscal 2014, represents expenses incurred related to the terminated agreement with Hillshire.
|
(2)
|
For the
three months
ended
March 29, 2015
, primarily represents integration costs of the Garden Protein and Wish-Bone acquisitions. For the three months ended March 30, 2014, represents restructuring related charges related to the closure of our Millsboro, DE facility, and integration costs of the Wish-Bone acquisition and the Duncan Hines manufacturing business located in Centralia, Illinois. For fiscal 2014, represents integration costs of the Wish-Bone and Gilster acquisitions and a gain from the sale of our Millsboro, DE facility in September 2014.
|
(3)
|
Represents severance costs paid or accrued to terminated employees.
|
•
|
competition;
|
•
|
our ability to predict, identify, interpret and respond to changes in consumer preferences;
|
•
|
the loss of any of our major customers;
|
•
|
our reliance on a single source provider for the manufacturing, co-packing and distribution of many of our products;
|
•
|
fluctuations in the price and supply of food ingredients, packaging materials and freight;
|
•
|
volatility in commodity prices and our failure to mitigate the risks related to commodity price fluctuation and foreign exchange risk through the use of derivative instruments;
|
•
|
costs and timeliness of integrating future acquisitions or our failure to realize anticipated cost savings, revenue enhancements or other synergies therefrom;
|
•
|
litigation or claims regarding our intellectual property rights or termination of our material licenses;
|
•
|
our ability to drive revenue growth in our key product categories or to add products that are in faster growing and more profitable categories;
|
•
|
potential product liability claims;
|
•
|
seasonality;
|
•
|
the funding of our defined benefit pension plans;
|
•
|
changes in our collective bargaining agreements or shifts in union policy;
|
•
|
changes in the cost of compliance with laws and regulations, including environmental, worker health and workplace safety laws and regulations;
|
•
|
our failure to comply with U.S Food & Drug Administration, U.S. Department of Agriculture or Federal Trade Commission regulations and the impact of governmental budget cuts;
|
•
|
disruptions in our information technology systems;
|
•
|
future impairments of our goodwill and intangible assets;
|
•
|
difficulty in the hiring or the retention of key management personnel; and
|
•
|
changes in tax statutes, tax rates, or case laws which impact tax positions we have taken.
|
By:
|
/s/ Craig Steeneck
|
Name:
|
Craig Steeneck
|
Title:
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Authorized Officer)
|
Date:
|
April 30, 2015
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
3.1
|
Amended and Restated Certificate of Incorporation of Pinnacle Foods Inc.
|
|
8-K
|
3.1
|
4/3/13
|
3.2
|
Amended and Restated Bylaws of Pinnacle Foods Inc.
|
|
8-K
|
3.2
|
4/3/13
|
4.1
|
Form of Stock Certificate for Common Stock
|
|
S-1/A
|
4.1
|
3/6/13
|
10.1*
|
Form of Performance Share Agreement under the 2013 Omnibus Incentive Plan
|
X
|
|
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
X
|
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Executive Vice President and Chief Financial Officer
|
X
|
|
|
|
32.1**
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
|
|
|
32.2**
|
Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (A)
|
X
|
|
|
|
99.1
|
Section 13(r) Disclosure
|
X
|
|
|
|
101.1***
|
The following materials are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Member’s Equity, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.
|
X
|
|
|
|
PINNACLE FOODS INC.
|
|
|
|
By:
|
/s/ Kelley Maggs
|
|
By: Kelley Maggs
|
|
Its: EVP – General Counsel
|
|
1.
|
Performance Conditions
.
|
Percentile Performance
|
Performance Characterization
|
Percentage of Target Award Vested
|
91
th
-100
th
Percentile
|
Top 10%
|
200%
|
76
th
- 90
th
Percentile
|
Upper Quartile
|
150%
|
61
st
-75
th
Percentile
|
Above Median
|
125%
|
41
th
-60
th
Percentile
|
Median
|
100%
|
26
th
-40
th
Percentile
|
Below Median
|
75%
|
11
th
-25
th
Percentile
|
Lower Quartile
|
50%
|
1
st
-10
th
Percentile
|
Bottom 10%
|
0%
|
2.
|
Termination of Employment
.
|
3.
|
Effect of a Change in Control
.
|
4.
|
Definitions
.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pinnacle Foods Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
|
April 30, 2015
|
|
|
|
|
|
/s/ ROBERT J. GAMGORT
|
|
|
|
|
|
Robert J. Gamgort
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pinnacle Foods Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
|
April 30, 2015
|
|
|
|
|
|
/s/ CRAIG STEENECK
|
|
|
|
|
|
Craig Steeneck
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date:
|
|
April 30, 2015
|
|
|
|
|
|
/s/ ROBERT J. GAMGORT
|
|
|
|
|
|
Robert J. Gamgort
|
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date:
|
|
April 30, 2015
|
|
|
|
|
|
/s/ CRAIG STEENECK
|
|
|
|
|
|
Craig Steeneck
|
|
|
Executive Vice President and Chief Financial Officer
|