PF
$66.63
Pinnacle Foods
$.06
.09%
Earnings Details
2nd Quarter June 2018
Thursday, August 02, 2018 7:30:00 AM
Tweet Share Watch
Summary

Pinnacle Foods Misses

Pinnacle Foods (PF) reported 2nd Quarter June 2018 earnings of $0.59 per share on revenue of $741.8 million. The consensus earnings estimate was $0.59 per share on revenue of $749.6 million. The Earnings Whisper number was $0.60 per share. Revenue fell 0.4% compared to the same quarter a year ago.

The company said it continues to expect 2018 earnings of $2.85 to $2.95 per share. The current consensus earnings estimate is $2.90 per share for the year ending December 31, 2018.

Pinnacle Foods Inc manufactures, markets and distributes branded food products in North America. The Company’s brands include Armour, Aunt Jemima, Breakfast, Duncan Hines and Vlasic among others.

Results
Reported Earnings
$0.59
Earnings Whisper
$0.60
Consensus Estimate
$0.59
Reported Revenue
$741.8 Mil
Revenue Estimate
$749.6 Mil
Growth
Earnings Growth
Revenue Growth
Power Rating
Grade
Earnings Release

Pinnacle Foods Inc. Reports Q2 2018 Results

PARSIPPANY, N.J., Aug. 02, 2018 (GLOBE NEWSWIRE) -- Pinnacle Foods Inc. (NYSE:PF) today reported its financial results for the second quarter ended July 1, 2018 and reaffirmed its guidance for Adjusted diluted earnings per share (EPS) for the year of $2.85 to $2.95.

Diluted EPS in the second quarter of 2018, including items affecting comparability1, increased to $0.47 versus $0.16 in the year-ago period. Excluding items affecting comparability, Adjusted diluted EPS advanced 11.3% to $0.59, compared to $0.53 in the year-ago period.

Net sales for the second quarter declined 0.4% (excluding the impact of Easter timing, net sales increased 1.1%) as continued momentum in the Frozen and Boulder segments was offset by declines in the Grocery and, to a lesser extent, Specialty segments. These results translated into in-market consumption growth of 0.9% in the quarter and composite market share that was even with the year-ago period.2

Commenting on the results, Pinnacle Foods Chief Executive Officer Mark Clouse stated, “Our overall second quarter result was consistent with our expectations despite an increasingly challenging operating environment. We delivered 140bps of Adjusted gross margin expansion in the quarter, even as inflation – particularly freight – remained a headwind for the entire industry. Looking forward, while we expect inflation will remain elevated, we remain confident in our ability to deliver our EPS guidance for the year.”

Referring to the Company’s pending acquisition by Conagra Brands, announced June 27th, 2018, Clouse further commented, “We are very proud of what we have built at Pinnacle and the shareholder returns we have delivered. We are also extremely excited about the potential of a combined Conagra Brands and Pinnacle Foods. The cost synergies of the combination alone are compelling but the growth potential of the broader portfolio of iconic brands also represents powerful possibilities”

___________________________

1 Adjusted financial metrics used throughout this release exclude items affecting comparability and are non-GAAP measures. Please see reconciliation to GAAP measures in the financial tables that accompany this release.
2 In-market performance (retail consumption; market share) based on Pinnacle’s IRI custom category definitions, period ending July 1, 2018 and excludes the Aunt Jemima business.

Second Quarter Consolidated Results
Net sales in the second quarter of 2018 decreased 0.4% to $741.8 million, compared to net sales of $744.6 million in the year-ago period. This performance reflected net price realization of 1.4%, favorable foreign currency exchange of 0.1% and the negligible net impact from the AJ Exit3, more than offset by a 1.5% impact from the phasing of Easter and lower volume/mix of 0.5%.

Gross profit in the second quarter of 2018 increased 29.0% versus the year-ago period to $211.5 million, or 28.5% of net sales, compared to gross profit of $163.9 million, or 22.0% of net sales, in 2017. This performance reflected the favorable impact of items affecting comparability versus the year-ago period, the lapping of the Discrete Items4 and strong productivity. Partially offsetting these growth drivers were input cost inflation, which was primarily driven by higher transportation costs, and, to a lesser extent, higher outsourcing costs related to innovation. Adjusted gross profit increased 4.6% to $212.6 million and, as a percentage of net sales, Adjusted gross profit margin increased approximately 140 basis points to 28.7%.

Earnings before interest and taxes (EBIT) more than doubled to $104.0 million, or 14.0% of net sales, compared to $44.0 million, or 5.9% of net sales, in the prior-year period. This performance largely reflected the strong gross profit growth as well as the favorable impact of items affecting comparability versus the prior-year period.  Adjusted EBIT increased 5.7% to $120.7 million, or 16.3% of net sales, compared to $114.2 million, or 15.3% of net sales, in the year-ago period.

Net interest expense for the second quarter of 2018 increased 5.9% to $30.2 million, compared to $28.5 million in the year-ago period, primarily reflecting the impact of items affecting comparability in the current-year period associated with the May 2018 redemption of the 4.875% Senior Notes due 2021, partially offset by the lower outstanding debt balance in 2018. Adjusted net interest expense in the second quarter of $28.4 million was essentially flat with the prior-year period, despite a rising interest rate environment. 

The effective tax rate (ETR) for the second quarter of 2018 was 23.9%, compared to a negative 19.9% in the year-ago period, primarily reflecting unfavorable impact of items affecting comparability in the prior-year period as well as the impact of U.S. tax reform enacted in December 2017 and a one-time adjustment to income tax liabilities that benefited the ETR by about 1.2 points. The Adjusted ETR for the second quarter declined to 23.3%, compared to 26.2% in the prior-year.  

Net earnings in the second quarter of 2018 increased to $56.3 million or $0.47 per diluted share, compared to $18.6 million, or $0.16 per diluted share, in 2017. This performance was almost entirely driven by the favorable impact of items affecting comparability versus the year-ago period. Adjusted net earnings advanced 12.0% to $70.8 million compared to $63.2 million in the year-ago period, reflecting the favorable Adjusted EBIT and favorable Adjusted ETR. Adjusted diluted EPS increased 11.3% to $0.59, compared to $0.53 in the second quarter of 2017.

Net cash provided by operating activities increased to $93.2 million in the second quarter of 2018, compared to $57.4 million in the year-ago period. For the first six months, net cash provided by operating activities increased to $214.8 million, compared to $120.3 million in the year-ago period, largely reflecting the higher net earnings and favorable working capital.  

___________________________

3 Aunt Jemima exit, including the Recall, of certain retail and foodservice breakfast products (AJ Exit), initiated in May 2017.
4 Discrete items include the costs associated with the AJ Exit as well as the accelerated manufacturing investments that were incurred, beginning May 2017

Second Quarter Segment Results

Frozen
Net sales for the Frozen segment advanced 4.3% in the second quarter of 2018 to $308.5 million, compared to $295.9 million in the year-ago period. This strong growth reflects favorable volume/mix of 4.7%, net price realization of 1.2%, the net benefit from lapping the AJ Exit of 0.8% and favorable foreign currency exchange of 0.1%. These growth drivers were partially offset the phasing of Easter, which was a negative 2.5% impact in the quarter.

Driving the strong net sales growth in the Frozen segment was continued strength of the Birds Eye vegetable business, specifically behind the Veggie Made innovation platform that launched in 2017 and now includes Veggie Made pasta, Veggie Made fries and tots, Veggie Made mashed cauliflower and sweet potato and Veggie Made riced cauliflower. Also contributing to the top-line growth in the segment was the seafood business. Partially offsetting this growth was lower sales in the highly competitive frozen meals segment.

In-market performance for the Frozen segment remained very strong in the second quarter, with retail consumption advancing 4.3%. Driving this retail consumption growth was Birds Eye vegetables, which advanced 9.5%. Market share for the segment advanced 0.3 points.

EBIT for the Frozen segment increased to $49.7 million in the second quarter of 2018, compared to a loss of $12.3 million in 2017, largely reflecting the favorable impact of items affecting comparability versus the prior-year period and the favorable impact of lapping the Discrete Items. Also contributing to the EBIT growth in the quarter was productivity and the higher net sales. These growth drivers were partially offset by input cost inflation, primarily related to higher transportation costs, and higher outsourcing costs.  Adjusted EBIT increased 32.2% to $50.3 million in the quarter, compared to $38.1 million in the year-ago period.   

Grocery
Net sales for the Grocery segment decreased 7.0% to $256.6 million in the second quarter of 2018, compared to $276.1 million in the year-ago period. This performance reflects unfavorable volume/mix of 6.0% and a 1.4% unfavorable impact from the phasing of Easter, only partially offset by favorable net price realization of 0.4%.

The net sales performance in the Grocery segment largely reflects declines in the Duncan Hines baking business, specifically in the core part of the business which was impacted by both the phasing of Easter as well as the lapping of a very strong year-ago period. Also contributing to the net sales decline in the quarter was Wish-Bone salad dressings, as the overall dressings category remains very competitive, as well as Smart Balance spreads. Partially offsetting these declines was growth in Vlasic pickles and the Armour canned meat business.

Retail consumption for the Grocery segment in the quarter declined 5.5%, leading to a 0.2 point market share loss. Duncan Hines baking products and Wish-Bone salad dressings were the main drivers behind the decline in the quarter and were only partially offset by consumption gains for Vlasic pickles and the Armour canned meat business.

EBIT for the Grocery segment declined 15.7% to $52.1 million, compared to $61.9 million in the year-ago period, primarily reflecting higher input cost inflation, particularly transportation costs, negative product mix and lower net sales, partially offset by productivity and the favorable  impact of items affecting comparability versus the year-ago period. Adjusted EBIT decreased 16.7% to $52.5 million, compared to $63.1 million in the year-ago period.
   
Boulder
Net sales for the Boulder segment increased 4.5% to $98.9 million in the second quarter of 2018, compared to $94.7 million in 2017. This performance reflects continued volume/mix strength of 3.7% and net price realization of 0.8%, which includes the unfavorable impact of new product introductory costs.

The net sales performance for the Boulder segment reflected the continued strength of the Gardein business along with growth of Earth Balance. Partially offsetting this growth were lower net sales of the gluten free portfolio. 

Retail consumption for the Boulder segment was again strong, advancing 7.2% in the quarter. This performance was driven by solid growth of Gardein and Earth Balance, which grew consumption 37.9% and 14.9%, respectively. Also contributing to the consumption growth in the quarter was Udi’s bread, driven by the new formulation which launched in the first quarter of 2018 and grew consumption nearly 5% in the second quarter, partially offset by the rest of the gluten free portfolio. Despite the strong consumption in the quarter, market share declined 0.2 points as category growth outpaced the segment.  

EBIT for the Boulder segment increased 30.8% to $16.0 million in the second quarter of 2018, compared to $12.2 million in the prior-year period, primarily reflecting the favorable impact of items affecting comparability versus the year-ago period as well as productivity, partially offset by input cost inflation. Adjusted EBIT increased 4.5% to $16.5 million, compared to $15.8 million in 2017.

Specialty
Net sales for the Specialty segment declined 0.3% to $77.7 million in the second quarter of 2018, compared to $78.0 million in 2017, largely reflecting the 2.7% net impact of the AJ Exit. Excluding the AJ Exit, the 2.4% net sales growth for the segment was driven by favorable volume/mix of 3.7%, partially offset by unfavorable net price realization of 1.3%.

EBIT for the Specialty segment increased to $9.5 million in the quarter, compared to a loss of $10.6 million in the year-ago period. This performance reflects the favorable impact versus year-ago of items affecting comparability, the lapping of the Discrete Items and productivity, partially offset by input cost inflation. Adjusted EBIT more than doubled to $9.6 million, compared to $4.4 million in the year-ago second quarter.

Outlook for 2018
Forecasted Adjusted diluted EPS metrics provided below are non-GAAP measures. The Company does not provide guidance for the most directly comparable GAAP measure, diluted EPS, and we similarly cannot provide a reconciliation between our forecasted Adjusted diluted EPS and diluted EPS metrics without unreasonable effort due to the unavailability of reliable estimates for certain items, such as non-cash gains or losses resulting from mark-to-market adjustments of hedging activities and foreign currency impacts.  These items are not within our control and may vary greatly between periods and could significantly impact future financial results.

The Company reaffirms guidance for 2018 Adjusted diluted EPS in the range of $2.85 to $2.95. At the guidance mid-point, this outlook represents growth of 16% versus the comparable 52-week Adjusted diluted EPS of $2.50 in 2017.

Non-GAAP Financial Measures
Pinnacle uses the following non-GAAP financial measures as defined by the SEC in its financial communications. These non-GAAP financial measures should be considered as supplements to the GAAP reported measures, should not be considered replacements for, or superior to, the GAAP measures and may not be comparable to similarly named measures used by other companies.

  • Adjusted Gross Profit
  • Adjusted Gross Profit as a % of sales (Adjusted Gross Profit Margin)
  • Adjusted EBITDA
  • Adjusted Earnings Before Interest and Taxes (Adjusted EBIT)
  • Adjusted Net Interest Expense
  • Adjusted Net Earnings
  • Adjusted Diluted Earnings Per Share
  • Adjusted Effective Income Tax Rate (Adjusted ETR)

Adjusted Gross Profit
Pinnacle defines Adjusted Gross Profit as gross profit before accelerated depreciation related to restructuring activities, certain non-cash items, acquisition, merger and other restructuring charges and other adjustments. The Company believes that the presentation of Adjusted Gross Profit is useful to investors in the evaluation of the operating performance of companies in similar industries.  The Company believes this measure is useful to investors because it increases transparency and assists investors in understanding the underlying performance of the Company and in the analysis of ongoing operating trends. In addition, Adjusted Gross Profit is one of the components used to evaluate the performance of Company’s management. Such targets include, but are not limited to, measurement of sales efficiency, productivity measures and recognition of acquisition synergies.

Adjusted EBITDA
Pinnacle defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation and amortization (“EBITDA”), further adjusted to exclude certain non-cash items, non-recurring items and certain other adjustment items permitted in calculating Covenant Compliance EBITDA under the Senior Secured Credit Facility and the indentures governing the Senior Notes. Adjusted EBITDA does not include adjustments for equity-based compensation and certain other adjustments related to acquisitions, both of which are permitted in calculating Covenant Compliance EBITDA.

Management uses Adjusted EBITDA  as a key metric in the evaluation of underlying Company performance, in making financial, operating and planning decisions and, in part, in the determination of cash bonuses for its executive officers and employees. The Company believes this measure is useful to investors because it increases transparency and assists investors in understanding the underlying performance of the Company and in the analysis of ongoing operating trends. Additionally, Pinnacle believes the presentation of Adjusted EBITDA provides investors with useful information, as it is an important component in measuring covenant compliance in accordance with the financial covenants and determining our ability to service debt and meet any payment obligations.  In addition, Pinnacle believes that Adjusted EBITDA is frequently used by analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results. The Company has historically reported Adjusted EBITDA to analysts and investors and believes that its continued inclusion provides consistency in financial reporting and enables analysts and investors to perform meaningful comparisons of past, present and future operating results.  Adjusted EBITDA should not be considered as an alternative to operating or net earnings (loss), determined in accordance with GAAP, as an indicator of the Company’s operating performance, as an alternative to cash flows from operating activities, determined in accordance with GAAP, as an indicator of cash flows, or as a measure of liquidity.

EBITDA and Adjusted EBITDA do not represent net earnings or (loss) or cash flow from operations as those terms are defined by Generally Accepted Accounting Principles (“GAAP”) and do not necessarily indicate whether cash flows will be sufficient to fund cash needs. In particular, the definitions of Adjusted EBITDA in the Senior Secured Credit Facility and the indentures allow Pinnacle to add back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net earnings or loss. However, these are expenses that may recur, vary greatly and are difficult to predict. While EBITDA and Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation.

Adjusted Earnings before Interest and Taxes (Adjusted EBIT)
Adjusted Earnings Before Interest and Taxes is provided because Pinnacle believes it is useful information in understanding our EBIT results by improving the comparability of year-to-year results. Additionally, Adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing the Company and its segments, primary operating results from period to period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and in the analysis of ongoing operating trends.

Adjusted Net Interest Expense
Adjusted Net Interest Expense is provided to assist the reader by eliminating charges which result from refinancing activities or unusual transactions. Management believes that the Adjusted Net Interest Expense measure is useful information to investors in order to demonstrate a measure of interest expense that is associated with the ordinary course of business operations and that it is more comparable to interest expense in prior periods. Pinnacle uses Adjusted Net Interest Expense to conduct and evaluate its business in order to evaluate the effectiveness of the corporation’s financing strategies and to analyze trends in interest expense, absent the effect of unusual transactions.

Adjusted Net Earnings, Adjusted Effective Income Tax Rate and Adjusted Diluted Earnings per Share
Adjusted Net Earnings, Adjusted Effective Income Tax Rate and the related Adjusted Diluted Earnings per Share metrics are provided to present the reader with the after-tax impact of Adjusted EBIT and Adjusted Interest Expense, net in order to improve the comparability and understanding of the related GAAP measures. Adjusted Net Earnings, Adjusted Effective Tax Rate and Adjusted Diluted Earnings per Share provide transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period to period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Adjusted Net Earnings, Adjusted Effective Income Tax Rate and Adjusted Diluted Earnings per Share are measures used by management for planning and budgeting, monitoring and evaluating financial and operating results.

Conference Call Information
In conjunction with this press release, the Company has released a pre-recorded conference call and transcript that provides additional commentary on the second quarter results. This recording and transcript can be accessed in the Investor Center section of the Company’s corporate website, www.pinnaclefoods.com.  Investors and analysts can also access the pre-recorded conference call by dialing (855) 859-2056 or (404) 537-3406 and referencing conference ID 4499007.

Pinnacle Foods Contact
Jennifer Halchak
Vice President, Investor Relations
973-541-8629

About Pinnacle Foods Inc.
Pinnacle Foods Inc. (NYSE:PF) is a leading manufacturer, marketer and distributor of high-quality branded food products with a mission of unleashing brand potential.  With annual sales in excess of $3 billion, our portfolio includes well-known brands competing in frozen, refrigerated and shelf-stable formats, such as Birds Eye, Birds Eye Voila!, Duncan Hines, Earth Balance, EVOL, gardein, Glutino, Hungry-Man, Log Cabin, Udi’s,  Vlasic, and Wish-Bone, along with many others.  The company is headquartered in Parsippany, NJ and has nearly 5,000 employees across the U.S. and Canada.  For more information, please visit www.pinnaclefoods.com.

Forward-Looking Statements
This release may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain "forward-looking information." The words "estimates," "expects," "contemplates," "anticipates," "projects," "plans," "intends," "believes," "forecasts," "may," "should," and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are made based on management's current expectations and beliefs concerning future events and various assumptions and are not guarantees of future performance. Actual results may differ materially as a result of various factors, some of which are beyond our control, including but not limited to: general economic and business conditions, deterioration of the credit and capital markets, industry trends, our leverage and changes in our leverage, interest rate changes, changes in our ownership structure, competition, the loss of any of our major customers or suppliers, changes in demand for our products, changes in distribution channels or competitive conditions in the markets where we operate, costs of integrating acquisitions, loss of our intellectual property rights, fluctuations in price and supply of raw materials, seasonality, our reliance on co-packers to meet our manufacturing needs, availability of qualified personnel, changes in the cost of compliance with laws and regulations, including environmental laws and regulations, and the other risks and uncertainties detailed in our filings, including our Form 10-K, with the Securities and Exchange Commission on March 1, 2018. There may be other factors that may cause our actual results to differ materially from the forward-looking statements.  We assume no obligation to update the information contained in this announcement except as required by applicable law.

PINNACLE FOODS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(thousands, except per share data)

 Three months ended Six months ended
 July 1,
 2018
 June 25,
 2017
 July 1,
 2018
 June 25,
 2017
Net sales$741,761  $744,608  $1,520,593  $1,510,682 
Cost of products sold530,299  580,681  1,102,701  1,136,182 
Gross profit211,462  163,927  417,892  374,500 
        
Marketing and selling expenses50,617  49,470  99,844  105,064 
Administrative expenses35,368  33,630  70,042  69,641 
Research and development expenses4,786  4,580  9,550  8,601 
Tradename impairment charges  27,430    27,430 
Other expense, net17,445  5,288  20,310  9,518 
 108,216  120,398  199,746  220,254 
Operating income103,246  43,529  218,146  154,246 
Non-operating income802  491  1,603  982 
Earnings before interest and taxes104,048  44,020  219,749  155,228 
Interest expense30,184  28,507  72,078  109,238 
Interest income16  13  228  28 
Earnings before income taxes73,880  15,526  147,899  46,018 
Provision (benefit) for income taxes17,624  (3,092)  34,729  4,251 
Net earnings56,256  18,618  113,170  41,767 
Less: Net (loss) earnings attributable to non-controlling interest(61)  (51)  (61)  172 
Net earnings attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders$56,317  $18,669  $113,231  $41,595 
        
Net earnings per share attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders:       
Basic$0.47  $0.16  $0.95  $0.35 
Weighted average shares outstanding - basic118,774  118,114  118,635  117,869 
Diluted$0.47  $0.16  $0.94  $0.35 
Weighted average shares outstanding - diluted119,948  119,607  119,881  119,469 
Dividends declared$0.325  $0.285  $0.650  $0.570 
                

PINNACLE FOODS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)
(thousands, except share and per share amounts)

 July 1,
 2018
 December 31,
 2017
Current assets:   
Cash and cash equivalents$80,431  $249,828 
Accounts receivable, net of allowances of $9,584 and $10,036, respectively264,358  281,622 
Inventories507,937  489,806 
Other current assets15,889  11,061 
Total current assets868,615  1,032,317 
Plant assets, net of accumulated depreciation of $566,121 and $566,202, respectively754,114  739,713 
Tradenames2,463,172  2,463,374 
Other assets, net173,971  164,899 
Goodwill2,175,290  2,177,961 
Total assets$6,435,162  $6,578,264 
    
Current liabilities:   
Short-term borrowings$1,842  $2,739 
Current portion of long-term obligations54,126  33,934 
Accounts payable329,035  323,062 
Accrued trade marketing expense32,113  38,975 
Accrued liabilities119,945  122,131 
Dividends payable40,066  40,470 
Total current liabilities577,127  561,311 
Long-term debt2,703,917  2,925,594 
Pension and other postretirement benefits50,134  53,251 
Other long-term liabilities28,662  34,037 
Deferred tax liabilities643,792  623,833 
Total liabilities4,003,632  4,198,026 
Commitments and contingencies   
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 120,184,208 and 120,018,215, respectively1,202  1,200 
Additional paid-in-capital1,457,492  1,453,054 
Retained earnings1,027,855  987,238 
Accumulated other comprehensive loss(23,954)  (30,250) 
Capital stock in treasury, at cost, 1,000,000 common shares(32,110)  (32,110) 
Total Pinnacle Foods Inc. and subsidiaries shareholders' equity2,430,485  2,379,132 
Non-controlling interest1,045  1,106 
Total Equity2,431,530  2,380,238 
Total liabilities and equity$6,435,162  $6,578,264 
        

PINNACLE FOODS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(thousands)

 Six months ended
 July 1,
 2018
 June 25,
 2017
Cash flows from operating activities   
Net earnings$113,170  $41,767 
Non-cash charges (credits) to net earnings   
Depreciation and amortization54,251  80,899 
Intangible asset impairment charge  27,430 
Amortization of debt acquisition costs and discount on term loan1,612  2,597 
Call premium on note redemptions4,267   
Recognition of deferred costs related to refinancing12,681  28,494 
Change in value of financial instruments, including amounts reclassified from Accumulated Other Comprehensive Loss from settlement of hedges1,078  25,043 
Equity-based compensation charges9,979  9,656 
Pension expense, net of contributions(2,641)  (1,136) 
Other long-term liabilities(6,331)  (1,193) 
Foreign exchange losses/(gains)894  (398) 
Deferred income taxes12,348  (5,780) 
Changes in working capital   
Other liabilities - cash settlement of hedges related to refinancing  (20,722) 
Accounts receivable16,851  11,777 
Inventories(19,056)  (31,745) 
Accrued trade marketing expense(6,973)  (17,748) 
Accounts payable20,870  35,379 
Accrued liabilities1,091  (53,991) 
Other current assets659  (9,981) 
Net cash provided by operating activities214,750  120,348 
Cash flows from investing activities   
Capital expenditures(60,333)  (49,355) 
Proceeds from sale of plant assets  1,947 
Other investing608   
Net cash used in investing activities(59,725)  (47,408) 
Cash flows from financing activities   
Proceeds from bank term loans2,289,380  2,262,000 
Repayments of long-term obligations(2,614,629)  (2,472,320) 
Proceeds from short-term borrowings  1,634 
Repayments of short-term borrowings(2,391)  (2,240) 
Borrowings under revolving credit facility100,000   
Repayment of capital lease obligations(6,188)  (4,216) 
Dividends paid(78,171)  (67,412) 
Net proceeds from issuance of common stock2,046  9,051 
Taxes paid related to net share settlement of equity awards(7,572)  (8,926) 
Debt acquisition costs(6,569)  (12,937) 
Net cash used in financing activities(324,094)  (295,366) 
Effect of exchange rate changes on cash(328)  219 
Net change in cash and cash equivalents(169,397)  (222,207) 
Cash and cash equivalents - beginning of period249,828  353,076 
Cash and cash equivalents - end of period$80,431  $130,869 
    
Supplemental disclosures of cash flow information:   
Interest paid$60,817  $62,180 
Interest received1,391  28 
Income taxes paid44,617  47,569 
Non-cash investing and financing activities:   
New capital leases17,901  8,951 
Dividends payable40,066  35,244 
Accrued additions to plant assets12,518  10,422 
      

Pinnacle Foods Inc.
Reconciliation of Non-GAAP measures (Unaudited)
Adjusted Gross Profit and Adjusted Gross Profit as a % of sales (1)
(thousands)

  Three months ended Six months ended
  July 1,
2018
 June 25,
2017
 July 1,
2018
 June 25,
2017
Gross Profit (as reported) $211,462 $163,927 $417,892 $374,500
Accelerated depreciation expense - Aunt Jemima and other frozen breakfast products exit

  23,602   23,602
Depreciation expense - Acquisition integration    458 
Non-cash items        
Unrealized losses resulting from hedging (2) 474 2,324  1,082 4,319
Aunt Jemima and other frozen breakfast products exit (3)  5,078   5,078
Acquisition, merger and other restructuring charges        
Restructuring and integration costs (4) 686 4,021  3,649 9,037
Employee severance (5)    750 270
Aunt Jemima and other frozen breakfast products exit (6)  4,324   4,324
Adjusted Gross Profit $212,622 $203,276  423,831 $421,130
Adjusted Gross Profit as a % of sales        
Adjusted Gross Profit $212,622 $203,276 $423,831 $421,130
Net sales $741,761 $744,608 $1,520,593 1,510,682
         
  Adjusted Gross Profit as a % of sales 28.7% 27.3%  27.9% 27.9%
          
  1. Excludes Boulder Brands and Garden Protein anticipated synergies which are included in calculating Covenant compliance.
  2. Represents non-cash losses resulting from mark-to-market obligations under derivative contracts.
  3. Primarily represents charges to adjust inventory to net realizable value resulting from the exit of the business.
  4. For the three and six months ended July 1, 2018, primarily represents integration costs of the Beaver Dam acquisition. For the three and six months ended June 25, 2017 primarily represents integration costs of the Garden Protein and Boulder Brands acquisitions.
  5. Represents severance costs for terminated employees not related to business acquisitions.
  6. Primarily represents employee termination costs and contract termination fees resulting from the exit of the business.


Pinnacle Foods Inc.
Reconciliation of Non-GAAP measures (Unaudited)
Adjusted Net Earnings & Adjusted EPS (1)
(thousands, except per share amounts)

  Three months ended Six months ended
  July 1,
2018
 June 25,
2017
 July 1,
2018
 June 25,
2017
Net earnings $56,256  $18,618  $113,170  $41,767 
Accelerated depreciation expense - Aunt Jemima and other frozen breakfast products exit   23,602    23,602 
Accelerated amortization expense - Aunt Jemima and other frozen breakfast products exit

   3,783    3,783 
Accelerated amortization expense - gardein Private Label business exit       656 
Depreciation expense - Acquisition integration     458   
Non-cash items        
Unrealized losses resulting from hedging (2) 474  2,324  1,082  4,319 
Tradename impairment charges (3)   27,430    27,430 
Foreign exchange losses/(gains) (4) 369  (165)  894  (398) 
Wind down of Boulder Brands UK operations (5)   (771)    (771) 
Aunt Jemima and other frozen breakfast products exit (6)   5,078    5,078 
Acquisition, merger and other restructuring charges        
Restructuring and integration costs (7) 713  4,591  4,305  10,441 
Employee severance (8)     750  977 
Aunt Jemima and other frozen breakfast products exit (9)   4,324    4,324 
Merger agreement costs (10) 10,836    10,836   
Other adjustment items        
Redemption premium on the early extinguishment of debt (11) 4,267    4,267   
Interest expense (12) 1,768    12,681  49,451 
Tax Impact of adjustments to Adjusted Net Earnings (13) (3,883)  (25,572)  (8,850)  (47,216) 
Adjusted Net Earnings $70,800  $63,242  $139,593  $123,443 
Adjusted Earnings Per Share        
Adjusted Net Earnings $70,800  $63,242  $139,593  $123,443 
Diluted weighted average outstanding shares 119,948  119,607  119,881  119,469 
Adjusted Earnings Per Share $0.59  $0.53  $1.16  $1.03 
         
Diluted earnings per share (as reported) $0.47  $0.16  $0.94  $0.35 
Accelerated depreciation expense - Aunt Jemima and other frozen breakfast products exit   0.20    0.20 
Accelerated amortization expense - Aunt Jemima and other frozen breakfast products exit
   0.03    0.03 
Accelerated amortization expense - gardein Private Label business exit       0.01 
Non-cash items        
Unrealized losses resulting from hedging (2)   0.02  0.01  0.04 
Tradename impairment charges (3)   0.23    0.23 
Foreign exchange losses/(gains) (4)     0.01   
Wind down of Boulder Brands UK operations (5)   (0.01)    (0.01) 
Aunt Jemima and other frozen breakfast products exit (6)   0.04    0.04 
Acquisition, merger and other restructuring charges        
Restructuring and integration costs (7) 0.01  0.04  0.04  0.09 
Employee severance (8)     0.01  0.01 
Aunt Jemima and other frozen breakfast products exit (9)   0.04    0.04 
Merger agreement costs (10) 0.09    0.09   
Other adjustment items        
Redemption premium on the early extinguishment of debt (11) 0.04    0.04   
Interest expense (12) 0.01    0.11  0.41 
Tax Impact of adjustments to Adjusted Net Earnings (13) (0.03)  (0.21)  (0.07)  (0.40) 
Adjusted Earnings Per Share $0.59  $0.53  $1.16  $1.03 
                 
  1. Excludes Boulder Brands and Garden Protein anticipated synergies which are included in calculating Covenant compliance.
  2. Represents non-cash losses resulting from mark-to-market obligations under derivative contracts.
  3. For the three and six months ended June 25, 2017, represents tradename impairment on Aunt Jemima.
  4. Represents foreign exchange gains and losses resulting from intra-entity loans that are anticipated to be settled in the foreseeable future.
  5. Represents adjustments resulting from the voluntary wind-down of the Boulder Brands private-label gluten-free bakery operation which is based in the United Kingdom.
  6. Primarily represents charges to adjust inventory to net realizable value resulting from the exit of the business.
  7. For the three and six months ended July 1, 2018, primarily represents integration costs of the Beaver Dam acquisition. For the three and six months ended June 25, 2017 primarily represents integration costs of the Garden Protein and Boulder Brands acquisitions.
  8. Represents severance costs for terminated employees not related to business acquisitions.
  9. Primarily represents employee termination costs and contract termination fees resulting from the exit of the business.
  10. For the three and six months ended July 1, 2018, represents various professional fees associated with the Merger Agreement.
  11. For the three and six months ended July 1, 2018, represents premiums paid on the May 30, 2018 redemption of $350.0 million of 4.875% Senior Notes due 2021.
  12. For the three months ended July 1, 2018, represents non-cash charge for deferred financing costs resulting from the May 30, 2018 redemption of $350.0 million of 4.875% Senior Notes due 2021. For the six months ended July 1, 2018, represents a $10.9 million non-cash charge for deferred financing costs resulting from the March 2018 term loan refinancing as well as deferred financing costs resulting from the second quarter Senior Notes redemption. For the six months ended June 25, 2017, represents charges associated with the February 2017 term loan refinancing which consisted of a $28.5 million non-cash charge for deferred financing costs and original discount, a $20.7 million cash charge resulting from the de-designation and settlement of interest rate swaps, and a $0.2 million cash charge for other refinancing expenses.
  13. See Adjusted Effective Income Tax Rate reconciliation for further details.


Pinnacle Foods Inc.
Reconciliation of Non-GAAP measures (Unaudited)
Adjusted EBIT & Adjusted EBITDA (1)
(thousands)

  Three months ended Six months ended
  July 1,
2018
 June 25,
2017
 July 1,
2018
 June 25,
2017
Net earnings $56,256  $18,618  $113,170  $41,767 
Interest expense, net 30,168  28,494  71,850  109,210 
Provision for income taxes 17,624  (3,092) 34,729  4,251 
Earnings before interest and taxes (as reported) 104,048  44,020  219,749  155,228 
Accelerated depreciation expense - Aunt Jemima and other frozen breakfast products exit

   23,602    23,602 
Accelerated amortization expense - Aunt Jemima and other frozen breakfast products exit   3,783    3,783 
Accelerated amortization expense - gardein Private Label business exit       656 
Depreciation expense - Acquisition integration     458   
Non-cash items        
Unrealized losses resulting from hedging (2) 474  2,324  1,082  4,319 
Tradename impairment charges (3)   27,430    27,430 
Foreign exchange losses/(gains) (4) 369  (165)  894  (398) 
Wind down of Boulder Brands UK operations (5)   (771)    (771) 
Aunt Jemima and other frozen breakfast products exit (6)   5,078    5,078 
Acquisition, merger and other restructuring charges        
Restructuring and integration costs (7) 713  4,591  4,305  10,441 
Employee severance (8)     750  977 
Aunt Jemima and other frozen breakfast products exit (9)   4,324    4,324 
Merger agreement costs (10) 10,836    10,836   
Other adjustment items        
Redemption premium on the early extinguishment of debt (11) 4,267    4,267   
Adjusted EBIT $120,707  $114,216  $242,341  $234,669 
Depreciation 25,036  23,885  49,138  46,431 
Amortization 2,327  2,541  4,655  6,427 
Adjusted EBITDA $148,070  $140,642  $296,134  $287,527 
         
  1. Excludes Boulder Brands and Garden Protein anticipated synergies which are included in calculating Covenant compliance.
  2. Represents non-cash losses resulting from mark-to-market obligations under derivative contracts.
  3. For the three and six months ended June 25, 2017, represents tradename impairment on Aunt Jemima.
  4. Represents foreign exchange gains and losses resulting from intra-entity loans that are anticipated to be settled in the foreseeable future.
  5. Represents adjustments resulting from the voluntary wind-down of the Boulder Brands private-label gluten-free bakery operation which is based in the United Kingdom.
  6. Primarily represents charges to adjust inventory to net realizable value resulting from the exit of the business.
  7. For the three and six months ended July 1, 2018, primarily represents integration costs of the Beaver Dam acquisition. For the three and six months ended June 25, 2017 primarily represents integration costs of the Garden Protein and Boulder Brands acquisitions.
  8. Represents severance costs for terminated employees not related to business acquisitions.
  9. Primarily represents employee termination costs and contract termination fees resulting from the exit of the business.
  10. For the three and six months ended July 1, 2018, represents various professional fees associated with the Merger Agreement.
  11. For the three and six months ended July 1, 2018, represents premiums paid on the May 30, 2018 redemption of $350.0 million of 4.875% Senior Notes due 2021.


Pinnacle Foods Inc.
Reconciliation of Non-GAAP measures (Unaudited)
Adjusted Net Interest Expense
(thousands)

  Three months ended Six months ended
  July 1,
2018
 June 25,
2017
 July 1,
2018
 June 25,
2017
Interest expense $30,184  $28,507  $72,078  $109,238 
Interest income 16  13  228  28 
Net Interest Expense (as reported) 30,168  28,494  71,850  109,210 
Cash settlement of hedges related to refinancing       (20,722) 
Non-cash recognition of deferred costs related to refinancing (1)     (10,913)  (28,494) 
Non-cash recognition of deferred costs related to redemption of 4.875% Senior Notes (2) (1,768)    (1,768)   
Other expenses related to refinancing       (235) 
Adjusted Net Interest Expense $28,400  $28,494  $59,169  $59,759 
         
  1. For the six months ended July 1, 2018, represents a non-cash charge for deferred financing costs resulting from the First Quarter 2018 Refinancing. For the six months ended June 25, 2017, represents charges associated with the 2017 Refinancing which consisted of recognizing a non-cash charge for deferred financing costs.
  2. For the three and six months ended July 1, 2018, represents non-cash charge for deferred financing costs resulting from the May 30, 2018 redemption of $350.0 million of 4.875% Senior Notes due 2021.


Pinnacle Foods Inc.
Reconciliation of Non-GAAP measures (Unaudited)
Adjusted Effective Income Tax Rate

  Three months ended Six months ended
  July 1,
2018
 June 25,
2017
 July 1,
2018
 June 25,
2017
Effective income tax rate (as reported) 23.9%  (19.9)%  23.5%  9.2% 
Deferred tax asset adjustment (1) 0.3%  —%  0.6%  —% 
Effect of windfall benefit (2) 0.2%  33.2%  0.3%  16.1% 
Transaction costs (3) (1.0)%  —%  (0.5)%  —% 
State law changes (4) (0.1)%  12.7%  (0.2)%  3.8% 
Other —%  0.2%  0.1%  0.3% 
Adjusted Effective Income Tax Rate 23.3%  26.2%  23.8%  29.4% 
         
  1. For the three and six months ended July 1, 2018, represents the impact of a deferred tax asset adjustment in connection with the Tax Cuts and Jobs Act of 2017
  2. For the three and six months ended July 1, 2018 and June 25, 2027, represents the differential in the weighted average effect, on a GAAP compared to adjusted income basis, of our deduction for excess tax benefits from share based payment transactions being recorded as an item of continuing operations in accordance with ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" effective for our 2017 fiscal year.
  3. For the three and six months ended July 1, 2018, represents non-deductible transaction costs in connection with the merger agreement with Conagra Brands, Inc.
  4. For the three and six months ended July 1, 2018, represents the differential in the weighted averaged effect, on a GAAP compared to adjusted income basis, of changes in state tax laws on our deferred income tax liability.
 
Pinnacle Foods Inc.
Reconciliation of Non-GAAP measures (Unaudited)
Adjusted Segment amounts
(thousands)
 
  Three months ended Six months ended
  July 1, 2018 June 25, 2017 July 1, 2018 June 25, 2017
Net sales - Reported        
Frozen $308,504  $295,893  $653,375  $616,835 
Grocery 256,620  276,057  517,627  535,407 
Boulder 98,898  94,654  196,654  191,946 
Specialty 77,739  78,004  152,937  166,494 
Total $741,761  $744,608  $1,520,593  $1,510,682 
         
         
Earnings before interest & taxes - Reported       
Frozen $49,740  $(12,260)  $103,451  $38,662 
Grocery 52,131  61,870  101,879  113,677 
Boulder 16,018  12,249  27,869  18,921 
Specialty 9,489  (10,648)  17,705  (1,760) 
Unallocated corporate expenses(23,330)  (7,191)  (31,155)  (14,272) 
Total $104,048  $44,020  $219,749  $155,228 
         
         
Adjustments (Non GAAP - See separate table)        
Frozen $587  $50,341  $4,863  $51,285 
Grocery 383  1,193  1,137  2,151 
Boulder 514  3,576  1,290  10,082 
Specialty 72  15,085  199  15,922 
Unallocated corporate expenses15,103    15,103   
Total $16,659  $70,195  $22,592  $79,440 
         
         
Earnings before interest & taxes - Adjusted (Non GAAP - See separate discussion and tables)        
Frozen $50,327  $38,081  $108,314  $89,947 
Grocery 52,514  63,063  103,016  115,828 
Boulder 16,532  15,825  29,159  29,003 
Specialty 9,561  4,437  17,904  14,162 
Unallocated corporate expenses (8,227)  (7,191)  (16,052)  (14,272) 
Total $120,707  $114,215  $242,341  $234,668 
         


Pinnacle Foods Inc.
Reconciliation of Non-GAAP measures (Unaudited)
Supplemental Schedule of Adjustments Detail
(millions)
 
  Adjustments to Earnings Before Interest and Taxes
  Three months ended Six months ended
  July 1, 2018 June 25, 2017 July 1, 2018 June 25, 2017
Frozen        
Aunt Jemima and other frozen breakfast products exit $  $49.4  $  $49.4 
Restructuring and acquisition integration charges 0.4  0.1  4.1  0.2 
Employee severance     0.3  0.1 
Unrealized mark-to-market loss/(gain) 0.2  0.8  0.5  1.6 
Total Frozen $0.6  $50.3  $4.9  $51.3 
         
Grocery        
Restructuring and acquisition integration charges $0.2  $0.1  $0.5  $0.1 
Employee severance     0.3  0.1 
Unrealized mark-to-market loss/(gain) 0.2  1.1  0.3  2.0 
Total Grocery $0.4  $1.2  $1.1  $2.2 
         
Boulder        
Restructuring and acquisition integration charges $0.5  $3.3  $1.1  $8.9 
Employee severance     0.1  0.7 
Unrealized mark-to-market loss/(gain)   0.3  0.1  0.5 
Total Boulder $0.5  $3.6  $1.3  $10.1 
         
Specialty        
Aunt Jemima and other frozen breakfast products exit $  $14.8  $  $14.8 
Restructuring charges   0.2    0.2 
Accelerated amortization due to the exit of the gardein Private Label business       0.7 
Employee severance     0.1   
Unrealized mark-to-market loss/(gain) 0.1  0.1  0.1  0.2 
Total Specialty $0.1  $15.1  $0.2  $15.9 
         
Unallocated Corporate Expenses        
Merger agreement costs $10.8  $  $10.8  $ 
Redemption premium on early extinguishment of debt 4.3    4.3   
Total Unallocated Corporate Expenses $15.1  $  $15.1  $ 
                 

Primary Logo

Source: Pinnacle Foods, Inc.