Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jul. 12, 2014 | Aug. 06, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 12-Jul-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'FLO | ' |
Entity Registrant Name | 'FLOWERS FOODS INC | ' |
Entity Central Index Key | '0001128928 | ' |
Current Fiscal Year End Date | '--01-03 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 209,544,058 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $8,532 | $8,530 |
Accounts and notes receivable, net of allowances of $1,942 and $1,598, respectively | 261,939 | 253,967 |
Inventories, net: | ' | ' |
Raw materials | 35,304 | 37,071 |
Packaging materials | 20,945 | 21,188 |
Finished goods | 41,898 | 42,592 |
Inventories, net | 98,147 | 100,851 |
Spare parts and supplies | 53,581 | 47,956 |
Deferred taxes | 30,506 | 31,790 |
Other | 48,108 | 44,311 |
Total current assets | 500,813 | 487,405 |
Property, Plant and Equipment, net of accumulated depreciation of $949,174 and $901,004, respectively | 824,302 | 867,004 |
Notes Receivable | 156,086 | 142,845 |
Assets Held for Sale | 62,413 | 54,752 |
Other Assets | 12,697 | 12,894 |
Goodwill | 277,402 | 282,404 |
Other Intangible Assets, net | 650,374 | 656,710 |
Total assets | 2,484,087 | 2,504,014 |
Current Liabilities: | ' | ' |
Current maturities of long-term debt and capital lease obligations | 34,272 | 31,272 |
Accounts payable | 149,379 | 151,935 |
Other accrued liabilities | 155,491 | 144,575 |
Total current liabilities | 339,142 | 327,782 |
Long-Term debt: | ' | ' |
Total long-term debt and capital lease obligations | 791,791 | 892,478 |
Other Long-Term Liabilities: | ' | ' |
Post-retirement/post-employment obligations | 32,620 | 44,226 |
Deferred taxes | 121,596 | 112,140 |
Other long-term liabilities | 52,922 | 51,199 |
Total other liabilities | 207,138 | 207,565 |
Stockholders' Equity: | ' | ' |
Common stock - $.01 stated par value and $.001 current par value, 500,000,000 authorized shares, 228,729,585 shares and 228,729,585 shares issued, respectively | 199 | 199 |
Treasury stock - 19,188,524 shares and 20,166,635 shares, respectively | -186,090 | -190,481 |
Capital in excess of par value | 602,028 | 593,355 |
Retained earnings | 789,490 | 735,631 |
Accumulated other comprehensive loss | -59,611 | -62,515 |
Total stockholders' equity | 1,146,016 | 1,076,189 |
Total liabilities and stockholders' equity | 2,484,087 | 2,504,014 |
Series A Preferred Stock | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred Stock, value | ' | ' |
Additional Series Of Preferred Stock | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred Stock, value | ' | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts and notes receivable, allowances | $1,942 | $1,598 |
Property, Plant and Equipment, accumulated depreciation | $949,174 | $901,004 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, shares issued | 228,729,585 | 228,729,585 |
Treasury stock, shares | 19,188,524 | 20,166,635 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value | $100 | $100 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 0 | 0 |
Additional Series Of Preferred Stock | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, shares issued | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 |
Sales | $877,378 | $898,153 | $2,037,138 | $2,028,963 |
Materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately below) | 458,019 | 471,614 | 1,053,896 | 1,056,912 |
Selling, distribution and administrative expenses | 319,582 | 325,946 | 745,972 | 737,385 |
Impairment of assets | 4,489 | ' | 4,489 | ' |
Depreciation and amortization | 29,907 | 25,743 | 69,199 | 59,932 |
Gain on acquisition | ' | ' | ' | -50,071 |
Income from operations | 65,381 | 74,850 | 163,582 | 224,805 |
Interest expense | -6,494 | -6,191 | -15,618 | -15,010 |
Interest income | 4,760 | 3,491 | 10,712 | 7,755 |
Income before income taxes | 63,647 | 72,150 | 158,676 | 217,550 |
Income tax expense | 21,583 | 25,690 | 55,546 | 59,064 |
Net income | $42,064 | $46,460 | $103,130 | $158,486 |
Basic: | ' | ' | ' | ' |
Net income per common share | $0.20 | $0.22 | $0.49 | $0.76 |
Weighted average shares outstanding | 209,639 | 207,837 | 209,354 | 207,455 |
Diluted: | ' | ' | ' | ' |
Net income per common share | $0.20 | $0.22 | $0.48 | $0.75 |
Weighted average shares outstanding | 212,919 | 211,892 | 212,906 | 211,444 |
Cash dividends paid per common share | $0.12 | $0.11 | $0.23 | $0.22 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | ||||
Net income | $42,064 | $46,460 | $103,130 | $158,486 | ||||
Pension and postretirement plans: | ' | ' | ' | ' | ||||
Amortization of prior service credit included in net income | -67 | -36 | -156 | -85 | ||||
Amortization of actuarial loss included in net income | 191 | 763 | 446 | 1,781 | ||||
Pension and postretirement plans, net of tax | 124 | 727 | 290 | 1,696 | ||||
Derivative instruments: | ' | ' | ' | ' | ||||
Net change in fair value of derivatives | -16,166 | [1] | -6,918 | [1] | -816 | [1] | -15,539 | [1] |
Loss reclassified to net income | 406 | 6,887 | 3,430 | 7,894 | ||||
Derivative instruments, net of tax | -15,760 | -31 | 2,614 | -7,645 | ||||
Other comprehensive income (loss), net of tax | -15,636 | 696 | 2,904 | -5,949 | ||||
Comprehensive income | $26,428 | $47,156 | $106,034 | $152,537 | ||||
[1] | Amounts in parentheses indicate debits to determine net income. |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
In Thousands, except Share data | ||||||
Balances at Dec. 28, 2013 | $1,076,189 | $199 | $593,355 | $735,631 | ($62,515) | ($190,481) |
Balances, treasury shares at Dec. 28, 2013 | -20,166,635 | ' | ' | ' | ' | -20,166,635 |
Balances (in shares) at Dec. 28, 2013 | ' | 228,729,585 | ' | ' | ' | ' |
Net income | 103,130 | ' | ' | 103,130 | ' | ' |
Derivative instruments, net of tax | 2,614 | ' | ' | ' | 2,614 | ' |
Pension and postretirement plans, net of tax | 290 | ' | ' | ' | 290 | ' |
Exercise of stock options (in shares) | ' | ' | ' | ' | ' | 634,960 |
Exercise of stock options | 6,888 | ' | 754 | ' | ' | 6,134 |
Deferred stock issuance (in shares) | ' | ' | ' | ' | ' | 151,026 |
Issuance of deferred stock awards | ' | ' | -1,460 | ' | ' | 1,460 |
Amortization of share-based compensation awards | 10,565 | ' | 10,565 | ' | ' | ' |
Issuance of deferred compensation (in shares) | ' | ' | ' | ' | ' | 4,016 |
Issuance of deferred compensation | ' | ' | -88 | ' | ' | 88 |
Income tax benefits related to share-based payment awards | 5,070 | ' | 5,070 | ' | ' | ' |
Performance-contingent restricted stock awards issued (in shares) | ' | ' | ' | ' | ' | 652,719 |
Performance-contingent restricted stock awards issued (note 12) | ' | ' | -6,168 | ' | ' | 6,168 |
Stock repurchases (in shares) | ' | ' | ' | ' | ' | -464,610 |
Stock repurchases | -9,459 | ' | ' | ' | ' | -9,459 |
Dividends paid on vested restricted stock awards | -609 | ' | ' | -609 | ' | ' |
Dividends paid - $0.2325 per common share | -48,662 | ' | ' | -48,662 | ' | ' |
Balances at Jul. 12, 2014 | $1,146,016 | $199 | $602,028 | $789,490 | ($59,611) | ($186,090) |
Balances, treasury shares at Jul. 12, 2014 | -19,188,524 | ' | ' | ' | ' | -19,188,524 |
Balances (in shares) at Jul. 12, 2014 | ' | 228,729,585 | ' | ' | ' | ' |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | |
Dividends paid, per common share | $0.12 | $0.11 | $0.23 | $0.22 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 |
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: | ' | ' |
Net income | $103,130 | $158,486 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Impairment of assets | 4,489 | ' |
Gain on acquisition | ' | -50,071 |
Stock based compensation | 10,474 | 9,690 |
Loss reclassified from accumulated other comprehensive income to net income | 5,578 | 12,040 |
Depreciation and amortization | 69,199 | 59,932 |
Deferred income taxes | 8,913 | -4,595 |
Provision for inventory obsolescence | 754 | 851 |
Allowances for accounts receivable | 2,585 | 3,262 |
Pension and postretirement plans income | -5,411 | -1,099 |
Other | -1,453 | -1,308 |
Qualified pension plan contributions | -5,029 | -2,543 |
Changes in operating assets and liabilities, net of acquisitions and disposals: | ' | ' |
Accounts and notes receivable, net | -17,047 | -12,279 |
Inventories, net | 1,950 | -5,893 |
Hedging activities, net | -466 | -27,869 |
Other assets | -11,228 | 4,190 |
Accounts payable | -2,121 | 7,914 |
Other accrued liabilities | 8,594 | 24,894 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 172,911 | 175,602 |
CASH FLOWS PROVIDED BY (DISBURSED FOR) INVESTING ACTIVITIES: | ' | ' |
Purchase of property, plant and equipment | -45,008 | -46,335 |
Proceeds from sale of property, plant and equipment | 7,175 | 1,271 |
Repurchase of independent distributor territories | -12,772 | -26,947 |
Principal payments from notes receivable | 12,217 | 11,254 |
Contingently refundable consideration | 7,500 | ' |
Proceeds from sales of distribution territories | ' | 14,039 |
Deposit paid for the Acquired Hostess Assets | ' | -18,000 |
Acquisition of businesses, net of cash acquired | ' | -50,129 |
NET CASH DISBURSED FOR INVESTING ACTIVITIES | -30,888 | -114,847 |
CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: | ' | ' |
Dividends paid, including dividends on share-based payment awards | -49,271 | -45,919 |
Exercise of stock options | 6,888 | 9,289 |
Excess windfall tax benefit related to share-based payment awards | 5,070 | 5,988 |
Payments for financing fees | -564 | -1,351 |
Stock repurchases | -9,459 | -3,790 |
Change in bank overdrafts | 1,252 | -2,323 |
Proceeds from debt borrowings | 679,200 | 1,024,300 |
Debt and capital lease obligation payments | -775,137 | -1,048,115 |
Other financing activities | ' | -52 |
NET CASH DISBURSED FOR FINANCING ACTIVITIES | -142,021 | -61,973 |
Net increase (decrease) in cash and cash equivalents | 2 | -1,218 |
Cash and cash equivalents at beginning of period | 8,530 | 13,275 |
Cash and cash equivalents at end of period | $8,532 | $12,057 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
BASIS OF PRESENTATION | ' | ||||||||||||||||
1. BASIS OF PRESENTATION | |||||||||||||||||
INTERIM FINANCIAL STATEMENTS — The accompanying unaudited condensed consolidated financial statements of Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) have been prepared by the company’s management in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and applicable rules and regulations of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the company’s financial position, the results of its operations and its cash flows. The results of operations for the twelve and twenty-eight week periods ended July 12, 2014 and July 13, 2013 are not necessarily indicative of the results to be expected for a full fiscal year. The balance sheet at December 28, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013. | |||||||||||||||||
ESTIMATES — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The company believes the following critical accounting estimates affect its more significant judgments and estimates used in the preparation of its consolidated financial statements: revenue recognition, derivative instruments, valuation of long-lived assets, goodwill and other intangibles, self-insurance reserves, income tax expense and accruals and pension obligations. These estimates are summarized in the company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013. | |||||||||||||||||
REPORTING PERIODS — The company operates on a 52-53 week fiscal year ending the Saturday nearest December 31. Fiscal 2014 consists of 53 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 19, 2014 (sixteen weeks), second quarter ended July 12, 2014 (twelve weeks), third quarter ending October 4, 2014 (twelve weeks) and fourth quarter ending January 3, 2015 (thirteen weeks). | |||||||||||||||||
SEGMENTS — Flowers Foods currently operates two business segments: a direct-store-delivery segment (“DSD segment”) and a warehouse delivery segment (“warehouse segment”). The DSD segment (84% of total year to date sales) operates 39 bakeries that market a wide variety of fresh bakery foods, including fresh breads, buns, rolls, tortillas, and snack cakes. These products are sold through a DSD route delivery system to retail and foodservice customers in the Southeast, Mid-Atlantic, New England, and Southwest as well as in select markets in California and Nevada. The warehouse segment (16% of total year to date sales) operates eight bakeries that produce snack cakes, breads and rolls for national retail, foodservice, vending, and co-pack customers and deliver through customers’ warehouse channels. The warehouse segment also operates one mix facility. Effective the first day of fiscal 2014, we reclassified our tortilla operation from a warehouse segment bakery to the DSD segment. This reclassification was made to better align their sales with the delivery method primarily used to serve their customers. All prior period information has been recasted to reflect this change. | |||||||||||||||||
SIGNIFICANT CUSTOMER — Following is the effect our largest customer, Walmart/Sam’s Club, had on the company’s sales for the twelve and twenty-eight weeks ended July 12, 2014 and July 13, 2013. Walmart is the only customer to account for 10% or more of the company’s sales. | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
(Percent of Sales) | (Percent of Sales) | ||||||||||||||||
DSD segment | 16.8 | % | 17.3 | % | 16.7 | % | 17 | % | |||||||||
Warehouse segment | 2.4 | 3 | 2.7 | 3.3 | |||||||||||||
Total | 19.2 | % | 20.3 | % | 19.4 | % | 20.3 | % | |||||||||
SIGNIFICANT ACCOUNTING POLICIES — There were no significant changes to our critical accounting policies for the quarter ended July 12, 2014 from those disclosed in the company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | 6 Months Ended |
Jul. 12, 2014 | |
RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | ' |
2. RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | |
In May 2014, the FASB issued guidance for recognizing revenue in contracts with customers. This guidance requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. There are five steps outlined in the guidance to achieve this core principle. The company is still analyzing the potential impact of this guidance on the company’s consolidated financial statements. This guidance will be effective for our fiscal 2017 which begins on January 1, 2017. |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 6 Months Ended | ||||||||||||
Jul. 12, 2014 | |||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ' | ||||||||||||
3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||
The company’s total comprehensive income presently consists of net income, adjustments for our derivative financial instruments accounted for as cash flow hedges, and various pension and other postretirement benefit related items. | |||||||||||||
During the twelve and twenty-eight weeks ended July 12, 2014 and July 13, 2013, reclassifications out of accumulated other comprehensive loss were as follows (amounts in thousands): | |||||||||||||
Amount reclassified from Accumulated Other Comprehensive Loss | |||||||||||||
Details about accumulated other | For the Twelve Weeks Ended | For the Twelve Weeks Ended | Affected Line Item in the Statement | ||||||||||
comprehensive income components (Note 2) | July 12, 2014 | July 13, 2013 | Where Net Income is Presented | ||||||||||
Gains and losses on cash flow hedges: | |||||||||||||
Interest rate contracts | $ | — | $ | (254 | ) | Interest income (expense) | |||||||
Commodity contracts | (661 | ) | (10,945 | ) | Cost of sales, Note 3 | ||||||||
Total before tax | $ | (661 | ) | $ | (11,199 | ) | Total before tax | ||||||
Tax (expense) or benefit | 255 | 4,312 | Tax (expense) or benefit | ||||||||||
Total net of tax | $ | (406 | ) | $ | (6,887 | ) | Net of tax | ||||||
Amortization of defined benefit pension items: | |||||||||||||
Prior-service credits | $ | 108 | $ | 60 | Note 1, below | ||||||||
Actuarial losses | (311 | ) | (1,241 | ) | Note 1, below | ||||||||
Total before tax | $ | (203 | ) | $ | (1,181 | ) | Total before tax | ||||||
Tax (expense) or benefit | 79 | 454 | Tax (expense) or benefit | ||||||||||
Total net of tax | $ | (124 | ) | $ | (727 | ) | Net of tax | ||||||
Total reclassifications | $ | (530 | ) | $ | (7,614 | ) | Net of tax | ||||||
Amount reclassified from Accumulated Other Comprehensive Loss | |||||||||||||
Details about accumulated other | For the Twenty-Eight Weeks | For the Twenty-Eight Weeks | Affected Line Item in the Statement | ||||||||||
comprehensive income components (Note 2) | Ended July 12, 2014 | Ended July 13, 2013 | Where Net Income is Presented | ||||||||||
Gains and losses on cash flow hedges: | |||||||||||||
Interest rate contracts | $ | — | $ | (796 | ) | Interest income (expense) | |||||||
Commodity contracts | (5,578 | ) | (12,040 | ) | Cost of sales, Note 3 | ||||||||
Total before tax | $ | (5,578 | ) | $ | (12,836 | ) | Total before tax | ||||||
Tax (expense) or benefit | 2,148 | 4,942 | Tax (expense) or benefit | ||||||||||
Total net of tax | $ | (3,430 | ) | $ | (7,894 | ) | Net of tax | ||||||
Amortization of defined benefit pension items: | |||||||||||||
Prior-service credits | $ | 252 | $ | 139 | Note 1, below | ||||||||
Actuarial losses | (725 | ) | (2,896 | ) | Note 1, below | ||||||||
Total before tax | $ | (473 | ) | $ | (2,757 | ) | Total before tax | ||||||
Tax (expense) or benefit | 183 | 1,061 | Tax (expense) or benefit | ||||||||||
Total net of tax | $ | (290 | ) | $ | (1,696 | ) | Net of tax | ||||||
Total reclassifications | $ | (3,720 | ) | $ | (9,590 | ) | Net of tax | ||||||
Note 1: | These items are included in the computation of net periodic pension cost. See Note 13, Postretirement Plans, for additional information. | ||||||||||||
Note 2: | Amounts in parentheses indicate debits to determine net income. | ||||||||||||
Note 3: | Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. | ||||||||||||
During the twenty-eight weeks ended July 12, 2014, changes to accumulated other comprehensive loss, net of income tax, by component were as follows (amounts in thousands): | |||||||||||||
Gains/Losses on | Defined Benefit | Total | |||||||||||
Cash Flow Hedges | Pension Plan | ||||||||||||
Items | |||||||||||||
Accumulated other comprehensive loss, December 28, 2013 | $ | (11,416 | ) | $ | (51,099 | ) | $ | (62,515 | ) | ||||
Other comprehensive income before reclassifications | (816 | ) | — | (816 | ) | ||||||||
Reclassified to earnings from accumulated other comprehensive loss | 3,430 | 290 | 3,720 | ||||||||||
Accumulated other comprehensive loss, July 12, 2014 | $ | (8,802 | ) | $ | (50,809 | ) | $ | (59,611 | ) | ||||
During the twenty-eight weeks ended July 13, 2013, changes to accumulated other comprehensive loss, net of income tax, by component were as follows (amounts in thousands): | |||||||||||||
Gains/Losses on | Defined Benefit | Total | |||||||||||
Cash Flow Hedges | Pension Plan | ||||||||||||
Items | |||||||||||||
Accumulated other comprehensive loss, December 29, 2012 | $ | (4,100 | ) | $ | (110,567 | ) | $ | (114,667 | ) | ||||
Other comprehensive income before reclassifications | (15,539 | ) | — | (15,539 | ) | ||||||||
Reclassified to earnings from accumulated other comprehensive loss | 7,894 | 1,696 | 9,590 | ||||||||||
Accumulated other comprehensive loss, July 13, 2013 | $ | (11,745 | ) | $ | (108,871 | ) | $ | (120,616 | ) | ||||
ACQUISITIONS
ACQUISITIONS | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
ACQUISITIONS | ' | ||||||||||||||||
4. ACQUISITIONS | |||||||||||||||||
Modesto acquisition | |||||||||||||||||
On July 27, 2013, the company completed the acquisition of certain assets related to a bun line in Modesto, California that serves the California market for a total cash payment of $10.3 million. This acquisition is included in our DSD segment and the total goodwill recorded for this acquisition was $4.2 million. | |||||||||||||||||
Acquired Hostess Bread Assets | |||||||||||||||||
On January 11, 2013, the company announced that it had signed two asset purchase agreements with Hostess Brands, Inc. (“Hostess”), as the “stalking horse bidder” for certain Hostess bread assets. One of the agreements provided for the purchase by the company of Hostess’ Wonder, Nature’s Pride, Merita, Home Pride and Butternut bread brands, 20 closed bakeries, and 38 depots (the “Acquired Hostess Bread Assets”) for a purchase price of $360.0 million. | |||||||||||||||||
On July 19, 2013, the company completed its acquisition of the Acquired Hostess Bread Assets for a total cash payment of $355.3 million. The final purchase price paid by the company was adjusted downward from $360.0 million to $355.3 million as a result of a purchase price adjustment related to the Butternut trademark. The company purchased 36 of the 38 depots included in the original bid. | |||||||||||||||||
The company had filed a complaint in July 2008 alleging that Hostess infringed upon Flowers Foods’ Nature’s Own trademark by using or intending to use the Nature’s Pride trademark. This lawsuit was settled at the closing of the Acquired Hostess Bread Assets acquisition and we recorded a $1.4 million gain during the twelve weeks ended October 5, 2013 to reflect our estimate of the settlement fair value, determined as the saved future legal expenses as a result of the settlement, at closing. The gain was recorded in selling, distribution and administrative expense in our Condensed Consolidated Statements of Income. | |||||||||||||||||
We believe the acquisition of the Acquired Hostess Bread Assets strengthens the company’s position as the second-largest baker in the U.S. by adding brands and bakeries that are expected to enhance our ability to steadily expand the geographic reach of our fresh breads, buns, rolls and snack cakes into new markets. The Acquired Hostess Bread Assets are included in our DSD segment. Late in the third quarter of fiscal 2013, we began to re-introduce the newly acquired brands into markets we currently serve through our DSD segment and new markets as we expand into new regions of the country. We expect the re-introduction of the brands will continue throughout fiscal 2014. | |||||||||||||||||
During fiscal 2013, the company incurred $16.0 million of acquisition-related costs for the Acquired Hostess Bread Assets, of which $5.7 million and $10.3 million were incurred during the twelve and twenty-eight weeks ended July 13, 2013, respectively. There were no acquisition-related costs during the twenty-eight weeks ended July 12, 2014. A second proposed Hostess asset purchase agreement provided for the purchase of the Beefsteak brand for $30.0 million. This second agreement was topped by another bidder and the agreement terminated. In connection with this termination we received a break-up fee of $0.9 million during the first quarter of 2013. The acquisition-related costs for the Acquired Hostess Assets and the break-up fee related to the second proposed Hostess acquisition are recorded in the selling, distribution and administrative expense line item in our Condensed Consolidated Statements of Income. | |||||||||||||||||
The following table summarizes the consideration paid for the Acquired Hostess Bread Assets and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands and are preliminary): | |||||||||||||||||
Fair value of consideration transferred: | |||||||||||||||||
Cash consideration transferred | $ | 355,342 | |||||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||||||||||||
Property, plant, and equipment | $ | 159,714 | |||||||||||||||
Identifiable intangible asset — trademarks | 189,000 | ||||||||||||||||
Financial assets | 4,988 | ||||||||||||||||
Net recognized amounts of identifiable assets acquired | $ | 353,702 | |||||||||||||||
Gain on legal settlement | (1,400 | ) | |||||||||||||||
Net recognized amounts of identifiable assets acquired and gain on settlement | $ | 352,302 | |||||||||||||||
Goodwill | $ | 3,040 | |||||||||||||||
The goodwill is expected to be deductible for tax purposes and is included in our DSD segment. The fair values of the Acquired Hostess Bread Assets are preliminary. Revenues were $26.6 million for the Acquired Hostess Bread Assets during fiscal 2013, when we re-introduced the Acquired Hostess Bread Assets. The identified intangible assets in the table above were assigned indefinite lives and are discussed in Note 5, Goodwill and Other Intangible Assets. The above purchase price allocation is preliminary. A change in the fair values of spare parts (recorded in financial assets above) and property, plant, and equipment in the aggregate of $2.3 million was recorded in the first quarter of fiscal 2014 from the amounts recorded at December 28, 2013. An additional change in the fair values of spare parts (recorded in financial assets above) and property, plant, and equipment in the aggregate of $0.1 million was recorded in the second quarter of fiscal 2014 from the amounts recorded at December 28, 2013. | |||||||||||||||||
Sara Lee California and Earthgrains acquisition of trademark licenses | |||||||||||||||||
On February 23, 2013, the company completed its acquisition from BBU, Inc., a subsidiary of Grupo Bimbo (“BBU”) of (1) perpetual, exclusive, and royalty-free licenses to the Sara Lee and Earthgrains brands for sliced breads, buns, and rolls in the state of California and (2) a closed bakery in Stockton, California for a total cash payment of $50.0 million. In addition, we received a perpetual, exclusive, and royalty-free license to the Earthgrains brand for a broad range of fresh bakery products in the Oklahoma City, Oklahoma market area. The acquisition of the Oklahoma license was completed during fiscal 2012 for immaterial consideration. These acquisitions are included in our DSD segment. | |||||||||||||||||
The following table summarizes the consideration paid to acquire these licenses and the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands and are preliminary): | |||||||||||||||||
Fair value of consideration transferred: | |||||||||||||||||
Cash consideration transferred | $ | 49,950 | |||||||||||||||
Contingently refundable consideration (the “holdback”) | (7,600 | ) | |||||||||||||||
Total consideration, net | $ | 42,350 | |||||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||||||||||||
Property, plant, and equipment | $ | 6,476 | |||||||||||||||
Identifiable intangible asset — distribution rights | 25,790 | ||||||||||||||||
Identifiable intangible asset — trademarks | 79,500 | ||||||||||||||||
Identifiable intangible asset — customer relationships | 12,000 | ||||||||||||||||
Deferred income taxes, net | (31,345 | ) | |||||||||||||||
Net recognized amounts of identifiable assets acquired | $ | 92,421 | |||||||||||||||
Bargain purchase gain | $ | 50,071 | |||||||||||||||
The primary reason for this acquisition was to expand the company’s footprint into the California markets. The trademarks are non-amortizable assets and the customer relationships are being amortized over 21 years. We believe the acquisition resulted in a bargain purchase because the U.S. Department of Justice (the “DOJ”) required BBU to divest these assets, which resulted in a more favorable price to us than may have resulted from an arms-length negotiation. The bargain purchase gain is recognized in the line item “Gain on Acquisition”. | |||||||||||||||||
During the third quarter of fiscal 2013 we recorded a measurement period adjustment related to the distribution rights. The fair value of the distribution rights was reduced by $2.0 million as additional information became available. This reduction decreased the amount of the bargain purchase gain by $1.2 million, which is net of deferred taxes of $0.8 million. The measurement period adjustment was recorded as a revision to our first quarter 2013 Condensed Consolidated Balance Sheet and the Condensed Consolidated Statements of Income. | |||||||||||||||||
The asset purchase agreement included a holdback provision (the “holdback”) in the amount of $10.0 million of the cash consideration paid at closing that remained in escrow until disbursed based on the possible occurrence of one of two triggering events. The purpose of the holdback was to encourage the company to increase production capacity serving the California market. The first triggering event related to the co-pack arrangement and the second triggering event related to the possible opening of the acquired Stockton Bakery. We entered into a co-pack arrangement with BBU at the acquisition date under which BBU was required to supply the company with Sara Lee California and Earthgrains branded product for a period of up to 18 months ending August 17, 2014. If we terminated the co-pack agreement (“co-pack decision”) or reopened the Stockton Bakery (“bakery decision”) potential payments from the holdback would be made to us. The amount of such payments was determined based on the company making the co-pack decision and/or the bakery decision by certain specified dates. The total amount available under the holdback was capped at $10.0 million. The table below reflects the potential payments to us under each scenario (amounts in thousands): | |||||||||||||||||
February 23, 2013 – | November 21, 2013 – | February 19, 2014 – | May 20, 2014 – | ||||||||||||||
November 20, 2013 | February 18, 2014 | May 19, 2014 | August 17, 2014 | ||||||||||||||
Co-pack decision | $ | 10,000 | $ | 7,500 | $ | 5,000 | $ | — | |||||||||
Bakery decision | $ | 10,000 | $ | 10,000 | $ | 7,500 | $ | 5,000 | |||||||||
If we did not make the co-pack decision by May 19, 2014 or do not make the bakery decision by August 17, 2014, any remaining amount of the holdback would be distributed to BBU. The holdback fair value of $7.6 million represented our assessment, at the time of acquisition for inclusion into the purchase price allocation, of the probability that we would terminate the co-pack arrangement and/or open the Stockton bakery. This probability was assessed at each reporting period and changes in the fair value of the holdback were recorded through earnings in the period of change. There were no changes as a result of the probability assessment in the second or third quarter of fiscal 2013. We initially notified BBU of our intent to terminate the co-pack agreement during the fourth quarter of fiscal 2013 and, upon completion of these notifications, we received $7.5 million during the first quarter of fiscal 2014. This holdback amount was recorded as a current receivable at December 28, 2013 on the Consolidated Balance Sheet. As a result of our initial notification, during the fourth quarter of fiscal 2013, we recorded a $0.1 million reduction to the fair value of the holdback (recorded in selling, distribution and administrative expense). The final delivery date under the supply agreement was February 14, 2014. | |||||||||||||||||
Sales from the Sara Lee California and Earthgrains acquisitions during fiscal 2013 were $79.7 million. We incurred $1.5 million in acquisition-related costs during fiscal 2013. These expenses were included in the selling, distribution and administrative line item in the company’s Consolidated Statement of Income for the fifty-two weeks ended December 28, 2013. Since the acquisition date, we developed distribution territories to sell to independent distributors who serve California. The territory development took place in several phases in fiscal 2013. Amounts received upon sale of these new distributor territories are shown in our Condensed Consolidated Statement of Cash Flows as an investing activity. | |||||||||||||||||
The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of the Acquired Hostess Bread Assets occurred at the beginning of fiscal 2013 (amounts in thousands, except per share data). Unaudited pro forma consolidated results of operations for the Sara Lee and Earthgrains asset acquisitions are not included because the company determined that it is immaterial to our Condensed Consolidated Statements of Income. | |||||||||||||||||
For the Twelve Weeks | For the Twenty- | ||||||||||||||||
Ended | Eight Weeks Ended | ||||||||||||||||
July 13, 2013 | July 13, 2013 | ||||||||||||||||
Sales: | |||||||||||||||||
As reported | $ | 898,153 | $ | 2,028,963 | |||||||||||||
Pro forma | $ | 898,153 | $ | 2,028,963 | |||||||||||||
Net income: | |||||||||||||||||
As reported | $ | 46,460 | $ | 158,486 | |||||||||||||
Pro forma | $ | 44,273 | $ | 153,199 | |||||||||||||
Basic net income per common share: | |||||||||||||||||
As reported | $ | 0.22 | $ | 0.76 | |||||||||||||
Pro forma | $ | 0.21 | $ | 0.74 | |||||||||||||
Diluted net income per common share: | |||||||||||||||||
As reported | $ | 0.22 | $ | 0.75 | |||||||||||||
Pro forma | $ | 0.21 | $ | 0.72 | |||||||||||||
These amounts have been calculated after applying the company’s accounting policies and adjusting the results to reflect additional depreciation that would have been charged assuming the fair value adjustments to property, plant, and equipment had been applied. In addition, pro forma adjustments have been made for the interest incurred for financing the acquisition with our credit facility. Taxes have also been adjusted for the effect of the items discussed. These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. |
GOODWILL_AND_OTHER_INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 6 Months Ended | ||||||||||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLES | ' | ||||||||||||||||||||||||
5. GOODWILL AND OTHER INTANGIBLES | |||||||||||||||||||||||||
The table below summarizes our goodwill and other intangible assets at July 12, 2014 and December 28, 2013, respectively, each of which is explained in additional detail below (amounts in thousands): | |||||||||||||||||||||||||
July 12, 2014 | December 28, 2013 | ||||||||||||||||||||||||
Goodwill | $ | 277,402 | $ | 282,404 | |||||||||||||||||||||
Amortizable intangible assets, net of amortization | 195,374 | 201,710 | |||||||||||||||||||||||
Indefinite-lived intangible assets | 455,000 | 455,000 | |||||||||||||||||||||||
Total goodwill and other intangible assets | $ | 927,776 | $ | 939,114 | |||||||||||||||||||||
The changes in the carrying amount of goodwill, by segment, during the twenty-eight weeks ended July 12, 2014 are as follows (amounts in thousands): | |||||||||||||||||||||||||
DSD Segment | Warehouse | Total | |||||||||||||||||||||||
Segment | |||||||||||||||||||||||||
Balance as of December 28, 2013 | $ | 277,927 | $ | 4,477 | $ | 282,404 | |||||||||||||||||||
Goodwill impairment (Note 16) | (2,624 | ) | — | (2,624 | ) | ||||||||||||||||||||
Change in goodwill due to acquisition fair value assessment (Note 4) | (2,378 | ) | — | (2,378 | ) | ||||||||||||||||||||
Balance as of July 12, 2014 | $ | 272,925 | $ | 4,477 | $ | 277,402 | |||||||||||||||||||
The beginning segment goodwill balances have been recasted by $2.6 million for a plant changed from the warehouse segment to the DSD segment during the first quarter of fiscal 2014. | |||||||||||||||||||||||||
As of July 12, 2014 and December 28, 2013, the company had the following amounts related to amortizable intangible assets (amounts in thousands): | |||||||||||||||||||||||||
July 12, 2014 | December 28, 2013 | ||||||||||||||||||||||||
Asset | Cost | Accumulated | Net Value | Cost | Accumulated | Net Value | |||||||||||||||||||
Amortization | Amortization | ||||||||||||||||||||||||
Trademarks | $ | 71,727 | $ | 13,010 | $ | 58,717 | $ | 71,727 | $ | 11,697 | $ | 60,030 | |||||||||||||
Customer relationships | 169,921 | 37,240 | 132,681 | 169,921 | 32,688 | 137,233 | |||||||||||||||||||
Non-compete agreements | 4,274 | 3,074 | 1,200 | 4,274 | 2,751 | 1,523 | |||||||||||||||||||
Distributor relationships | 4,123 | 1,347 | 2,776 | 4,123 | 1,199 | 2,924 | |||||||||||||||||||
Supply agreement | 1,050 | 1,050 | — | 1,050 | 1,050 | — | |||||||||||||||||||
Total | $ | 251,095 | $ | 55,721 | $ | 195,374 | $ | 251,095 | $ | 49,385 | $ | 201,710 | |||||||||||||
Aggregate amortization expense for the twelve and twenty-eight weeks ending July 12, 2014 and July 13, 2013 were as follows (amounts in thousands): | |||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||
Expense | |||||||||||||||||||||||||
For the twelve weeks ended July 12, 2014 | $ | 2,716 | |||||||||||||||||||||||
For the twelve weeks ended July 13, 2013 | $ | 2,881 | |||||||||||||||||||||||
For the twenty-eight weeks ended July 12, 2014 | $ | 6,336 | |||||||||||||||||||||||
For the twenty-eight weeks ended July 13, 2013 | $ | 6,287 | |||||||||||||||||||||||
There are $455.0 million of indefinite life intangible assets at July 12, 2014 and December 28, 2013. These assets are not being amortized and are separately identified from goodwill. These trademarks are classified as indefinite-lived because they are well established brands, many older than forty years old with a long history and well defined markets. In addition, we are continuing to use these brands both in their original markets and throughout our expansion territories. We believe these factors support an indefinite-life assignment. We perform an annual impairment analysis to determine if the trademarks are realizing the expected economic benefits. | |||||||||||||||||||||||||
Estimated amortization of intangibles for each of the next five years is as follows (amounts in thousands): | |||||||||||||||||||||||||
Amortization of | |||||||||||||||||||||||||
Intangibles | |||||||||||||||||||||||||
Remainder of 2014 | $ | 5,387 | |||||||||||||||||||||||
2015 | $ | 11,478 | |||||||||||||||||||||||
2016 | $ | 11,052 | |||||||||||||||||||||||
2017 | $ | 10,580 | |||||||||||||||||||||||
2018 | $ | 10,432 |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended | ||||||||
Jul. 12, 2014 | |||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||
6. FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||
The carrying value of cash and cash equivalents, accounts receivable and short-term debt approximates fair value because of the short-term maturity of the instruments. Notes receivable are entered into in connection with the purchase of distributors’ territories by independent distributors. These notes receivable are recorded in the consolidated balance sheet at carrying value, which represents the closest approximation of fair value. In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As a result, the appropriate interest rate that should be used to estimate the fair value of the distributor notes is the prevailing market rate at which similar loans would be made to distributors with similar credit ratings and for the same maturities. However, the company finances approximately 3,600 independent distributors all with varied financial histories and credit risks. Considering the diversity of credit risks among the independent distributors, the company has no method to accurately determine a market interest rate to apply to the notes. The territories are generally financed for up to ten years and the distributor notes are collateralized by the independent distributors’ territories. The company maintains a wholly-owned subsidiary to assist in financing route purchase activities if requested by new independent sales distributors, using the route and certain associated assets as collateral. These notes receivable earn interest at a fixed rate. | |||||||||
Interest income for the distributor notes receivable was as follows (amounts in thousands): | |||||||||
Interest | |||||||||
Income | |||||||||
For the twelve weeks ended July 12, 2014 | $ | 4,760 | |||||||
For the twelve weeks ended July 13, 2013 | $ | 3,491 | |||||||
For the twenty-eight weeks ended July 12, 2014 | $ | 10,712 | |||||||
For the twenty-eight weeks ended July 13, 2013 | $ | 7,755 | |||||||
At July 12, 2014 and December 28, 2013, respectively, the carrying value of the distributor notes was as follows (amounts in thousands): | |||||||||
July 12, 2014 | December 28, 2013 | ||||||||
Distributor notes receivable | $ | 175,811 | $ | 161,560 | |||||
Current portion of distributor notes receivable recorded in accounts and notes receivable, net | 19,725 | 18,715 | |||||||
Long-term portion of distributor notes receivable | $ | 156,086 | $ | 142,845 | |||||
At July 12, 2014 and December 28, 2013, the company has evaluated the collectability of the distributor notes and determined that a reserve is not necessary. Payments on these distributor notes are collected by the company weekly in conjunction with the distributor settlement process. | |||||||||
The fair value of the company’s variable rate debt at July 12, 2014 approximates the recorded value. The fair value of the ten-year 4.375% senior notes (“notes”) issued on April 3, 2012, as discussed in Note 8, Debt and Other Obligations below, is approximately $419.6 million while the carrying value is $399.3 million on July 12, 2014. The fair value of the notes is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements and is considered a Level 2 valuation. | |||||||||
For fair value disclosure information about our derivative assets and liabilities see Note 7, Derivative Financial Instruments. |
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended | ||||||||||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | ' | ||||||||||||||||||||||||
7. DERIVATIVE FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||
The company measures the fair value of its derivative portfolio by using the price that would be received to sell an asset or paid to transfer a liability in the principal market for that asset or liability. These measurements are classified into a hierarchy by the inputs used to perform the fair value calculation as follows: | |||||||||||||||||||||||||
Level 1: Fair value based on unadjusted quoted prices for identical assets or liabilities in active markets | |||||||||||||||||||||||||
Level 2: Modeled fair value with model inputs that are all observable market values | |||||||||||||||||||||||||
Level 3: Modeled fair value with at least one model input that is not an observable market value | |||||||||||||||||||||||||
COMMODITY PRICE RISK | |||||||||||||||||||||||||
The company enters into commodity derivatives, designated as cash-flow hedges of existing or future exposure to changes in commodity prices. The company’s primary raw materials are flour, sweeteners and shortening, along with pulp, paper and petroleum-based packaging products. Natural gas, which is used as oven fuel, is also an important commodity input to production. In addition, we utilize an immaterial amount of weather derivatives that are not classified as cash-flow hedges. | |||||||||||||||||||||||||
As of July 12, 2014, the company’s hedge portfolio contained commodity derivatives with a net fair value of $(14.6) million, which is recorded in the following accounts with fair values measured as indicated (amounts in millions): | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Other current | $ | (12.6 | ) | $ | (0.2 | ) | $ | — | $ | (12.8 | ) | ||||||||||||||
Other long-term | (1.5 | ) | (0.3 | ) | — | (1.8 | ) | ||||||||||||||||||
Total | (14.1 | ) | (0.5 | ) | — | (14.6 | ) | ||||||||||||||||||
Net Fair Value | $ | (14.1 | ) | $ | (0.5 | ) | $ | — | $ | (14.6 | ) | ||||||||||||||
The positions held in the portfolio are used to hedge economic exposure to changes in various raw material prices and effectively fix the price, or limit increases in prices, for a period of time extending primarily into fiscal 2015 (an immaterial amount extends into fiscal 2016). These instruments are designated as cash-flow hedges. The effective portion of changes in fair value for these derivatives is recorded each period in other comprehensive income (loss), and any ineffective portion of the change in fair value is recorded to current period earnings in selling, distribution and administrative expenses. All of the company-held commodity derivatives at July 12, 2014 and December 28, 2013 qualified for hedge accounting, except for certain immaterial weather derivatives in fiscal 2013. | |||||||||||||||||||||||||
INTEREST RATE RISK | |||||||||||||||||||||||||
The company entered into a treasury rate lock on March 28, 2012 to fix the interest rate for the ten-year 4.375% Senior Notes issued on April 3, 2012. The derivative position was closed when the debt was priced on March 29, 2012 with a cash settlement that offset changes in the benchmark treasury rate between the execution of the treasury rate lock and the debt pricing date. This treasury rate lock was designated as a cash flow hedge and the cash settlement was $3.1 million and is being amortized to interest expense over the term of the notes. | |||||||||||||||||||||||||
The company has the following derivative instruments located on the Condensed Consolidated Balance Sheet, which are utilized for the risk management purposes detailed above (amounts in thousands): | |||||||||||||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||
Derivatives | July 12, 2014 | December 28, 2013 | July 12, 2014 | December 28, 2013 | |||||||||||||||||||||
designated as | |||||||||||||||||||||||||
hedging | |||||||||||||||||||||||||
instruments | Balance | Fair | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||||||
Sheet | Value | Sheet | Value | Sheet | Value | Sheet | Value | ||||||||||||||||||
location | location | location | location | ||||||||||||||||||||||
Commodity contracts | Other current | — | Other current | 162 | Other current | 12,791 | Other current | 10,625 | |||||||||||||||||
assets | assets | liabilities | liabilities | ||||||||||||||||||||||
Commodity contracts | Other long | — | Other long | — | Other long | 1,837 | Other long | 1,095 | |||||||||||||||||
term assets | term assets | term liabilities | term liabilities | ||||||||||||||||||||||
Total | $ | — | $ | 162 | $ | 14,628 | $ | 11,720 | |||||||||||||||||
The company has the following derivative instruments located on the Condensed Consolidated Statements of Income, utilized for risk management purposes (amounts in thousands and net of tax): | |||||||||||||||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of Gain or (Loss) | Amount of Gain or (Loss) Reclassified | ||||||||||||||||||||||
Hedge | Recognized in OCI on | Reclassified from AOCI into | from Accumulated OCI into Income | ||||||||||||||||||||||
Relationships(2) | Derivative (Effective Portion) | Income | (Effective Portion) | ||||||||||||||||||||||
For the twelve weeks ended | (Effective Portion)(2) | For the twelve weeks ended | |||||||||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||||||||||
Interest rate contracts | $ | 35 | $ | 29 | Interest (expense) income | $ | — | $ | (155 | ) | |||||||||||||||
Commodity contracts | (16,201 | ) | (6,947 | ) | Production costs(1) | (406 | ) | (6,732 | ) | ||||||||||||||||
Total | $ | (16,166 | ) | $ | (6,918 | ) | $ | (406 | ) | $ | (6,887 | ) | |||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of Gain or (Loss) | Amount of Gain or (Loss) Reclassified | ||||||||||||||||||||||
Hedge | Recognized in OCI on | Reclassified from AOCI into | from Accumulated OCI into Income | ||||||||||||||||||||||
Relationships(2) | Derivative (Effective Portion) | Income | (Effective Portion) | ||||||||||||||||||||||
For the twenty- | (Effective Portion)(2) | For the twenty-eight weeks ended | |||||||||||||||||||||||
eight weeks ended | |||||||||||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||||||||||
Interest rate contracts | $ | 83 | $ | (267 | ) | Interest (expense) income | $ | — | $ | (489 | ) | ||||||||||||||
Commodity contracts | (899 | ) | (15,272 | ) | Production costs(1) | (3,430 | ) | (7,405 | ) | ||||||||||||||||
Total | $ | (816 | ) | $ | (15,539 | ) | $ | (3,430 | ) | $ | (7,894 | ) | |||||||||||||
1 | Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). | ||||||||||||||||||||||||
2 | Amounts in parentheses indicate debits to determine net income. | ||||||||||||||||||||||||
The balance in accumulated other comprehensive loss (income) related to commodity price risk and interest rate risk derivative transactions that are closed or will expire over the next three years are as follows (amounts in millions and net of tax) at July 12, 2014: | |||||||||||||||||||||||||
Commodity | Interest | Totals | |||||||||||||||||||||||
price risk | rate risk | ||||||||||||||||||||||||
derivatives | derivatives | ||||||||||||||||||||||||
Closed contracts | $ | (1.4 | ) | $ | 1.2 | $ | (0.2 | ) | |||||||||||||||||
Expiring in 2014 | 3.1 | — | 3.1 | ||||||||||||||||||||||
Expiring in 2015 | 5.8 | — | 5.8 | ||||||||||||||||||||||
Expiring in 2016 | 0.1 | — | 0.1 | ||||||||||||||||||||||
Total | $ | 7.6 | $ | 1.2 | $ | 8.8 | |||||||||||||||||||
As of July 12, 2014, the company had the following outstanding financial contracts that were entered to hedge commodity and interest rate risk (amounts in millions): | |||||||||||||||||||||||||
Notional | |||||||||||||||||||||||||
amount | |||||||||||||||||||||||||
Wheat contracts | $ | 161.9 | |||||||||||||||||||||||
Soybean oil contracts | 28.2 | ||||||||||||||||||||||||
Natural gas contracts | 15 | ||||||||||||||||||||||||
Total | $ | 205.1 | |||||||||||||||||||||||
The company’s derivative instruments contain no credit-risk-related contingent features at July 12, 2014. As of July 12, 2014 and December 28, 2013, the company had $18.9 million and $16.9 million, respectively, in other current assets representing collateral for hedged positions. |
DEBT_AND_OTHER_OBLIGATIONS
DEBT AND OTHER OBLIGATIONS | 6 Months Ended | ||||||||
Jul. 12, 2014 | |||||||||
DEBT AND OTHER OBLIGATIONS | ' | ||||||||
8. DEBT AND OTHER OBLIGATIONS | |||||||||
Long-term debt and capital leases consisted of the following at July 12, 2014 and December 28, 2013 (amounts in thousands): | |||||||||
July 12, 2014 | December 28, | ||||||||
2013 | |||||||||
Unsecured credit facility | $ | 19,800 | $ | 44,200 | |||||
Unsecured new term loan | 285,000 | 296,250 | |||||||
4.375% senior notes due 2022 | 399,258 | 399,207 | |||||||
Accounts receivable securtization | 90,000 | 150,000 | |||||||
Capital lease obligations | 13,509 | 15,649 | |||||||
Other notes payable | 18,496 | 18,444 | |||||||
826,063 | 923,750 | ||||||||
Current maturities of long-term debt and capital lease obligations | 34,272 | 31,272 | |||||||
Total long-term debt and capital lease obligations | $ | 791,791 | $ | 892,478 | |||||
Bank overdrafts occur when checks have been issued but have not been presented to the bank for payment. Certain of our banks allow us to delay funding of issued checks until the checks are presented for payment. The delay in funding results in a temporary source of financing from the bank. The activity related to bank overdrafts is shown as a financing activity in our Condensed Consolidated Statements of Cash Flows. Bank overdrafts are included in other current liabilities on our Condensed Consolidated Balance Sheets. As of July 12, 2014 and December 28, 2013, the bank overdraft balance was $17.6 million and $16.3 million, respectively. | |||||||||
The company also had standby letters of credit (“LOCs”) outstanding of $15.4 million and $15.5 million at July 12, 2014 and December 28, 2013, respectively, which reduce the availability of funds under the credit facility. The outstanding LOCs are for the benefit of certain insurance companies and lessors. None of the LOCs are recorded as a liability on the Condensed Consolidated Balance Sheet. | |||||||||
Accounts Receivable Securitization Facility, New Term Loan, Senior Notes, and Credit Facility | |||||||||
Accounts Receivable Securitization Facility. On July 17, 2013, the company entered into an accounts receivable securitization facility (the “facility”). The facility provides the company up to $150.0 million in liquidity for a term of two years. Under the facility, a wholly-owned, bankruptcy-remote subsidiary purchases, on an ongoing basis, substantially all trade receivables. As borrowings are made under the facility, the subsidiary pledges the receivables as collateral. In the event of liquidation of the subsidiary, its creditors would be entitled to satisfy their claims from the subsidiary’s pledged receivables prior to distributions of collections to the company. We include the subsidiary in our consolidated financial statements. The facility contains certain customary representations and warranties, affirmative and negative covenants, and events of default. As of July 12, 2014 and December 28, 2013, the company had $90.0 million and $150.0 million, respectively, outstanding under the facility. As of July 12, 2014 and December 28, 2013, the company was in compliance with all restrictive financial covenants under the facility. | |||||||||
Optional principal repayments may be made at anytime without premium or penalty. Interest is due two days after our reporting periods end in arrears on the outstanding borrowings and is computed as the cost of funds rate plus an applicable margin of 70 basis points. An unused fee of 25 basis points is applicable on the unused commitment at each reporting period. The company paid financing costs of $0.8 million in connection with the facility, which are being amortized over the life of the facility. | |||||||||
New Term Loan. We entered into a senior unsecured delayed-draw term facility (the “new term loan”) on April 5, 2013 with a commitment of up to $300.0 million to partially finance the pending acquisition of the Acquired Hostess Bread Assets and pay acquisition-related costs and expenses. The company drew down the full amount of the new term loan on July 18, 2013 (the borrowing date) to complete the Acquired Hostess Bread Assets acquisition as disclosed in Note 4, Acquisitions. On February 14, 2014, we entered into the first amendment to the credit agreement for the new term loan. | |||||||||
The new term loan amortizes in quarterly installments based on the annual percentages in the table below. The first payment was due and payable on June 30, 2013 (the last business day of the first calendar quarter ending after the borrowing date), quarterly payments are due on the last business day of each successive calendar quarter and all remaining outstanding principal is due and payable on the fifth anniversary of the borrowing date. | |||||||||
Anniversary Year | Percent of Principal Due | ||||||||
1 | 5 | % | |||||||
2 | 10 | % | |||||||
3 | 10 | % | |||||||
4 | 35 | % | |||||||
5 | 40 | % | |||||||
The February 14, 2014 amendment favorably reduced the interest rates described below from those entered into originally on April 5, 2013. Voluntary prepayments on the new term loan may be made without premium or penalty. Interest is due quarterly in arrears on any outstanding borrowings at a customary Eurodollar rate or the base rate plus applicable margin. The applicable margin ranges from 0.00% to 1.25% for base rate loans and from 1.00% to 2.25% for Eurodollar loans, and is based on the company’s leverage ratio. Interest on base rate loans is payable quarterly in arrears on the last business day of each calendar quarter. Interest on Eurodollar loans is payable in arrears at the end of the interest period and every three months in the case of interest periods in excess of three months. The company paid financing costs of $1.7 million in connection with the new term loan, which are being amortized over the life of the new term loan. A commitment fee of 20 basis points on the daily undrawn portion of the lenders’ commitments commenced on May 1, 2013 and continued until the borrowing date, when the company borrowed the available $300.0 million for the Acquired Hostess Bread Assets acquisition. The new term loan is subject to customary restrictive covenants, including certain limitations on liens and significant acquisitions and financial covenants regarding minimum interest coverage ratio and maximum leverage ratio. The February 14, 2014 amendment cost $0.3 million and will be amortized over the remaining term. As of July 12, 2014 and December 28, 2013, the company was in compliance with all restrictive covenants under the new term loan. | |||||||||
Senior Notes. On April 3, 2012, the company issued $400.0 million of senior notes. The company pays semiannual interest on the notes on each April 1 and October 1, beginning on October 1, 2012, and the notes will mature on April 1, 2022. The notes bear interest at 4.375% per annum. On any date prior to January 1, 2022, the company may redeem some or all of the notes at a price equal to the greater of (1) 100% of the principal amount of the notes redeemed and (2) a “make-whole” amount plus, in each case, accrued and unpaid interest. The make-whole amount is equal to the sum of the present values of the remaining scheduled payments of principal thereof (not including any interest accrued thereon to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (as defined in the agreement), plus 35 basis points, plus in each case, unpaid interest accrued thereon to, but not including, the date of redemption. At any time on or after January 1, 2022, the company may redeem some or all of the notes at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest. If the company experiences a “change of control triggering event” (which involves a change of control of the company and related rating of the notes below investment grade), it is required to offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest thereon unless the company exercised its option to redeem the notes in whole. The notes are also subject to customary restrictive covenants, including certain limitations on liens and sale and leaseback transactions. As of July 12, 2014 and December 28, 2013, the company was in compliance with all restrictive covenants under the notes. | |||||||||
The face value of the notes is $400.0 million and the current discount on the notes is $0.7 million. The company paid issuance costs (including underwriting fees and legal fees) for issuing the notes of $3.9 million. The issuance costs and the debt discount are being amortized to interest expense over the term of the notes. | |||||||||
Credit Facility. On February 14, 2014, the company amended its senior unsecured credit facility (the “credit facility”) to provide for a less restrictive leverage ratio and certain more favorable covenant terms, to extend the term to February 14, 2019, to update the existing agreement to address changes in law, and to include applicable conforming changes in light of the new term loan. Our most recent previous amendment to the credit facility was on April 5, 2013. The credit facility is a five-year, $500.0 million senior unsecured revolving loan facility. The credit facility contains a provision that permits Flowers to request up to $200.0 million in additional revolving commitments, for a total of up to $700.0 million, subject to the satisfaction of certain conditions. Proceeds from the credit facility may be used for working capital and general corporate purposes, including capital expenditures, acquisition financing, refinancing of indebtedness, dividends and share repurchases. The credit facility includes certain customary restrictions, which, among other things, require maintenance of financial covenants and limit encumbrance of assets and creation of indebtedness. Restrictive financial covenants include such ratios as a minimum interest coverage ratio and a maximum leverage ratio. The company believes that, given its current cash position, its cash flow from operating activities and its available credit capacity, it can comply with the current terms of the amended credit facility and can meet presently foreseeable financial requirements. As of July 12, 2014 and December 28, 2013, the company was in compliance with all restrictive financial covenants under the credit facility. | |||||||||
Interest is due quarterly in arrears on any outstanding borrowings at a customary Eurodollar rate or the base rate plus applicable margin. The underlying rate is defined as rates offered in the interbank Eurodollar market, or the higher of the prime lending rate or the federal funds rate plus 0.40%, with a floor rate defined by the one-month interbank Eurodollar market rate plus 1.00%. The applicable margin ranges from 0.0% to 0.95% for base rate loans and from 0.95% to 1.95% for Eurodollar loans. In addition, a facility fee ranging from 0.05% to 0.30% is due quarterly on all commitments under the credit facility. Both the interest margin and the facility fee are based on the company’s leverage ratio. The company paid additional financing costs of $0.3 million in connection with the February 14, 2014 amendment of the credit facility, which, in addition to the remaining balance of the original $1.6 million in financing costs, is being amortized over the life of the credit facility. | |||||||||
There were $19.8 million and $44.2 million in outstanding borrowings under the credit facility at July 12, 2014 and December 28, 2013, respectively. The highest outstanding daily balance during the twenty-eight weeks ended July 12, 2014 was $62.1 million and the lowest outstanding balance was $0.0 million. Amounts outstanding under the credit facility vary daily. Changes in the gross borrowings and repayments can be caused by cash flow activity from operations, capital expenditures, acquisitions, dividends, share repurchases, and tax payments, as well as derivative transactions which are part of the company’s overall risk management strategy as discussed in Note 7, Derivative Financial Instruments. For the twenty-eight weeks ended July 12, 2014, the company borrowed $649.2 million in revolving borrowings under the credit facility and repaid $673.6 million in revolving borrowings. The amount available under the credit facility is reduced by $15.4 million for letters of credit. On July 12, 2014, the company had $464.8 million available under its credit facility for working capital and general corporate purposes. | |||||||||
Credit Ratings. Currently, the company’s credit ratings by Fitch Ratings, Moody’s Investors Service, and Standard & Poor’s are BBB, Baa2, and BBB-, respectively. Changes in the company’s credit ratings do not trigger a change in the company’s available borrowings or costs under the facility, new term loan, senior notes, and credit facility, but could affect future credit availability and cost. | |||||||||
Assets recorded under capital lease agreements are included in property, plant and equipment and consist of machinery and equipment and transportation equipment. | |||||||||
Aggregate maturities of debt outstanding, including capital leases and the associated interest, as of July 12, 2014, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): | |||||||||
2014 | $ | 17,728 | |||||||
2015 | 122,735 | ||||||||
2016 | 72,632 | ||||||||
2017 | 120,085 | ||||||||
2018 | 87,307 | ||||||||
2019 | 7,888 | ||||||||
2020 and thereafter | 400,000 | ||||||||
Total | $ | 828,375 | |||||||
VARIABLE_INTEREST_ENTITIES
VARIABLE INTEREST ENTITIES | 6 Months Ended |
Jul. 12, 2014 | |
VARIABLE INTEREST ENTITIES | ' |
9. VARIABLE INTEREST ENTITIES | |
The company maintains a transportation agreement with an entity that transports a significant portion of the company’s fresh bakery products from the company’s production facilities to outlying distribution centers. The company represents a significant portion of the entity’s revenue. This entity qualifies as a variable interest entity (“VIE”), but the company has determined it is not the primary beneficiary. | |
The company has concluded that certain of the trucks and trailers the VIE uses for distributing our products from the manufacturing facilities to the distribution centers qualify as right to use leases. As of July 12, 2014 and December 28, 2013, there was $13.4 million and $15.4 million, respectively, in net property, plant and equipment and capital lease obligations associated with the right to use leases. | |
The incorporated independent distributors (“IDs”) who deliver our products in the DSD segment qualify as VIEs. The company typically finances the ID’s route acquisition and also enters into a contract with the ID to sell product at a fixed discount for distribution in the ID’s territory. The combination of the company’s loans to the IDs and the ongoing supply arrangements with the IDs provide a level of protection and funding to the equity owners of the various IDs that would not otherwise be available. | |
The company is not considered to be the primary beneficiary of the VIEs because the company does not (i) have the ability to direct the significant activities of the VIEs that would affect their ability to operate their respective distributor territories and (ii) provide any implicit or explicit guarantees or other financial support to the VIEs, other than the financing described above, for specific return or performance benchmarks. The activities controlled by the IDs that are deemed to most significantly impact the ultimate success of the ID entities relate to those decisions inherent in operating the distribution business in the territory, including acquiring trucks and trailers, managing fuel costs, employee matters and other strategic decisions. In addition, we do not provide, nor do we intend to provide, financial or other support to the IDs. The IDs are responsible for the operations of their respective territories. | |
The company’s maximum exposure to loss for the IDs relates to the distributor route note receivable for the portion of the territory the IDs financed at the time they acquired the route. The IDs remit payment on their route note receivable each week during the settlement process of their weekly activity. If the IDs discontinued making payment on the note receivable we are permitted under the agreement to withhold settlement funds to cover the IDs note balance. In the event the IDs abandon their territory and have a remaining balance outstanding on the route note receivable, we will take the territory back from the IDs (recording the territory as held for sale) and subsequently sell the territory to another ID. The company’s collateral from the route insures that any potential losses are mitigated. The independent distributors who deliver our products that are formed as sole proprietorships are excluded from this analysis. |
LITIGATION
LITIGATION | 6 Months Ended |
Jul. 12, 2014 | |
LITIGATION | ' |
10. LITIGATION | |
The company and its subsidiaries from time to time are parties to, or targets of, lawsuits, claims, investigations and proceedings, which are being handled and defended in the ordinary course of business. While the company is unable to predict the outcome of these matters, it believes, based upon currently available facts, that it is remote that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial condition, results of operations or cash flows in the future. However, adverse developments could negatively impact earnings in a particular future fiscal period. | |
The company’s facilities are subject to various federal, state and local laws and regulations regarding the discharge of material into the environment and the protection of the environment in other ways. The company is not a party to any material proceedings arising under these regulations. The company believes that compliance with existing environmental laws and regulations will not materially affect the consolidated financial condition, results of operations, cash flows or the competitive position of the company. The company believes it is currently in substantial compliance with all material environmental regulations affecting the company and its properties. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
EARNINGS PER SHARE | ' | ||||||||||||||||
11. EARNINGS PER SHARE | |||||||||||||||||
The following is a reconciliation of net income and weighted average shares for calculating basic and diluted earnings per common share for the twelve and twenty-eight weeks ended July 12, 2014 and July 13, 2013 (amounts and shares in thousands, except per share data): | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
Net income | $ | 42,064 | $ | 46,460 | $ | 103,130 | $ | 158,486 | |||||||||
Basic Earnings Per Common Share: | |||||||||||||||||
Basic weighted average shares outstanding for common stock | 209,639 | 207,837 | 209,354 | 207,455 | |||||||||||||
Basic earnings per common share | $ | 0.2 | $ | 0.22 | $ | 0.49 | $ | 0.76 | |||||||||
Diluted Earnings Per Common Share: | |||||||||||||||||
Basic weighted average shares outstanding for common stock | 209,639 | 207,837 | 209,354 | 207,455 | |||||||||||||
Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock | 3,280 | 4,055 | 3,552 | 3,989 | |||||||||||||
Diluted weighted average shares outstanding for common stock | 212,919 | 211,892 | 212,906 | 211,444 | |||||||||||||
Diluted earnings per common share | $ | 0.2 | $ | 0.22 | $ | 0.48 | $ | 0.75 | |||||||||
The following shares were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive (shares in thousands): | |||||||||||||||||
Common shares | |||||||||||||||||
For the twenty-eight weeks ended July 13, 2013 | 113 |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
STOCK BASED COMPENSATION | ' | ||||||||||||||||
12. STOCK BASED COMPENSATION | |||||||||||||||||
On March 5, 2014, our Board of Directors approved and adopted the 2014 Omnibus Equity and Incentive Compensation Plan (“Omnibus Plan”) that was approved by shareholders on May 21, 2014. The Omnibus Plan authorizes the compensation committee of the Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents and other awards for the purpose of providing our officers, key employees, and non-employee directors’ incentives and rewards for performance. The Omnibus Plan replaced the Flowers Foods’ 2001 Equity and Performance Incentive Plan, as amended and restated as of April 1, 2009 (“EPIP”), the stock appreciation right plan, and the bonus plan. As a result, no additional awards will be issued under the EPIP as of the approval date of the Omnibus Plan. Awards granted under the Omnibus Plan are limited to the authorized amount of 8,000,000 shares. The first grant under the Omnibus Plan was the Director Deferred Shares, described below, on May 21, 2014. | |||||||||||||||||
The EPIP authorized the compensation committee of the Board of Directors to make awards of options to purchase our common stock, restricted stock, performance stock and units and deferred stock. The company’s officers, key employees and non-employee directors (whose grants are generally approved by the full Board of Directors) were eligible to receive awards under the EPIP. Over the life of the EPIP, the company issued options, restricted stock and deferred stock. | |||||||||||||||||
The following is a summary of stock options, restricted stock, and deferred stock outstanding under the plans described above. Information relating to the company’s stock appreciation rights, which were issued under a separate stock appreciation right plan, is also described below. | |||||||||||||||||
Stock Options | |||||||||||||||||
The company issued non-qualified stock options (“NQSOs”) during fiscal years 2011 and prior that have no additional service period remaining. All outstanding NQSOs have vested and are exercisable on July 12, 2014. | |||||||||||||||||
The stock option activity for the twenty-eight weeks ended July 12, 2014 pursuant to the EPIP is set forth below (amounts in thousands, except price data): | |||||||||||||||||
Options | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Outstanding at December 28, 2013 | 8,112 | $ | 10.89 | ||||||||||||||
Exercised | (635 | ) | $ | 10.85 | |||||||||||||
Outstanding at July 12, 2014 | 7,477 | $ | 10.9 | 2.44 | $ | 74,714 | |||||||||||
Exercisable at July12, 2014 | 7,477 | $ | 10.9 | 2.44 | $ | 74,714 | |||||||||||
The cash received, the windfall tax benefit, and intrinsic value from stock option exercises for the twenty-eight weeks ended July 12, 2014 and July 13, 2013 were as follows (amounts in thousands): | |||||||||||||||||
July 12, | July 13, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Cash received from option exercises | $ | 6,888 | $ | 9,289 | |||||||||||||
Cash tax windfall, net | $ | 1,799 | $ | 3,740 | |||||||||||||
Intrinsic value of stock options exercised | $ | 6,234 | $ | 12,067 | |||||||||||||
Performance-Contingent Restricted Stock Awards | |||||||||||||||||
Performance-Contingent Total Shareholder Return Shares (“TSR Shares”) | |||||||||||||||||
Since 2012, certain key employees have been granted performance-contingent restricted stock in the form of TSR Shares. The awards generally vest approximately two years from the date of grant (after the filing of the company’s Annual Report on Form 10-K), and the shares become non-forfeitable if, and to the extent that, on that date the vesting conditions are satisfied. As a result of the delay (July as opposed to January) in the grant of the 2012 awards, the 2012 awards vested during the first quarter of 2014. The 2013 and 2014 awards (granted during the first quarters of their respective years) vest two years from the date of grant. The total shareholder return (“TSR”) is the percent change in the company’s stock price over the measurement period plus the dividends paid to shareholders. The performance payout is calculated at the end of each of the last four quarters (averaged) in the measurement period. Once the TSR is determined for the company (“Company TSR”), it is compared to the TSR of our food company peers (“Peer Group TSR”). The Company TSR compared to the Peer Group TSR will determine the payout as set forth below: | |||||||||||||||||
Percentile | Payout as % | ||||||||||||||||
of Target | |||||||||||||||||
90th | 200 | % | |||||||||||||||
70th | 150 | % | |||||||||||||||
50th | 100 | % | |||||||||||||||
30th | 50 | % | |||||||||||||||
Below 30th | 0 | % | |||||||||||||||
For performance between the levels described above, the degree of vesting is interpolated on a linear basis. | |||||||||||||||||
The TSR shares vest immediately if the grantee dies or becomes disabled. However, if the grantee retires at age 65 (or age 55 with at least 10 years of service with the company) or later, on the normal vesting date the grantee will receive a pro-rated number of shares based upon the retirement date and measured at the actual performance for the entire performance period. In addition, if the company undergoes a change in control, the TSR shares will immediately vest at the target level, provided that if 12 months of the performance period have been completed, vesting will be determined based on Company TSR as of the date of the change in control without application of four-quarter averaging. During the vesting period, the grantee has none of the rights of a shareholder. Dividends declared during the vesting period will accrue and will be paid at vesting on the shares that ultimately vest. The fair value estimate was determined using a Monte Carlo simulation model, which utilizes multiple input variables to estimate the probability of the company achieving the market condition discussed above. Inputs into the model included the following for the company and comparator companies: (i) TSR from the beginning of the performance cycle through the measurement date; (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the comparator companies’ TSR. The inputs are based on historical capital market data. | |||||||||||||||||
The following performance-contingent TSR Shares have been granted under the EPIP and have service period remaining (amounts in thousands, except price data): | |||||||||||||||||
Grant date | January 1, 2014 | January 1, 2013 | |||||||||||||||
Shares granted | 366 | 414 | |||||||||||||||
Assumed vesting date | 3/1/16 | 3/1/15 | |||||||||||||||
Fair value per share | $ | 23.97 | $ | 17.22 | |||||||||||||
As of July 12, 2014, there was $8.1 million of total unrecognized compensation cost related to nonvested TSR Shares granted under the EPIP. That cost is expected to be recognized over a weighted-average period of 1.3 years. | |||||||||||||||||
Performance-Contingent Return on Invested Capital Shares (“ROIC Shares”) | |||||||||||||||||
Since 2012, certain key employees have been granted performance-contingent restricted stock in the form of ROIC Shares. The awards generally vest approximately two years from the date of grant (after the filing of the company’s Annual Report on Form 10-K), and the shares become non-forfeitable if, and to the extent that, on that date, the vesting conditions are satisfied. As a result of the delay (July as opposed to January) in the grant of the 2012 awards, the 2012 awards vested during the first quarter of 2014. The 2013 and 2014 awards (granted during the first quarters of their respective years) vest two years from the date of grant. Return on Invested Capital is calculated by dividing our profit, as defined, by the invested capital (“ROIC”). Generally, the performance condition requires the company’s average ROIC to exceed its average weighted cost of capital (“WACC”) by between 1.75 to 4.75 percentage points (the “ROI Target”) over the two fiscal year performance period. If the lowest ROI Target is not met the awards are forfeited. The shares can be earned based on a range from 0% to 125% of target as defined below: | |||||||||||||||||
• | 0% payout if ROIC exceeds WACC by less than 1.75 percentage points; | ||||||||||||||||
• | ROIC above WACC by 1.75 percentage points pays 50% of Target; or | ||||||||||||||||
• | ROIC above WACC by 3.75 percentage points pays 100% of Target; or | ||||||||||||||||
• | ROIC above WACC by 4.75 percentage points pays 125% of Target. | ||||||||||||||||
For performance between the levels described above, the degree of vesting is interpolated on a linear basis. | |||||||||||||||||
The ROIC Shares vest immediately if the grantee dies or becomes disabled. However, if the grantee retires at age 65 (or age 55 with at least 10 years of service with the company) or later, on the normal vesting date the grantee will receive a pro-rated number of shares based upon the retirement date and actual performance for the entire performance period. In addition, if the company undergoes a change in control, the ROIC Shares will immediately vest at the target level. During the vesting period, the grantee has none of the rights of a shareholder. Dividends declared during the vesting period will accrue and will be paid at vesting on the shares that ultimately vest. The fair value of this type of award is equal to the stock price on the grant date. Since these awards have a performance condition feature the expense associated with these awards may change depending on the expected ROI Target attained at each reporting period. The 2012 award actual attainment was 125% of Target. The following performance-contingent ROIC Shares have been granted under the EPIP and have service period remaining (amounts in thousands, except price data): | |||||||||||||||||
Grant date | January 1, 2014 | January 1, 2013 | |||||||||||||||
Shares granted | 366 | 414 | |||||||||||||||
Vesting date | 3/1/16 | 3/1/15 | |||||||||||||||
Fair value per share | $ | 21.47 | $ | 15.51 | |||||||||||||
As of July 12, 2014, there was $7.7 million of total unrecognized compensation cost related to nonvested ROIC Shares granted under the EPIP. That cost is expected to be recognized over a weighted-average period of 1.3 years. | |||||||||||||||||
Performance-Contingent Restricted Stock Issuance | |||||||||||||||||
In connection with the vesting of the performance-contingent restricted stock granted in July 2012, during the twenty-eight weeks ended July 12, 2014, an additional 193,756 common shares were issued because the company exceeded the median TSR of its peer group and payout was 195% of the target grant (“TSR modifier”) and an additional 50,939 common shares were issued because the company’s ROIC exceeded its WACC by the maximum amount and payout was 125% of the target grant (“ROIC modifier”). At vesting the company paid accumulated dividends of $0.4 million. The tax windfall at vesting of these awards was $2.7 million. | |||||||||||||||||
The company’s performance-contingent restricted stock activity during the quarter ended July 12, 2014, is presented below (amounts in thousands, except price data): | |||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at December 28, 2013 | 1,229 | $ | 15.88 | ||||||||||||||
Initial 2014 grant at target | 732 | $ | 22.72 | ||||||||||||||
Incremental shares issued for the 2012 ROIC modifier | 51 | $ | 14.37 | ||||||||||||||
Incremental shares issued for the 2012 TSR modifier | 194 | $ | 15.45 | ||||||||||||||
2012 Vested | (653 | ) | $ | 15.03 | |||||||||||||
Forfeited | (32 | ) | $ | 19.42 | |||||||||||||
Nonvested at July 12, 2014 | 1,521 | $ | 19.35 | ||||||||||||||
As of July 12, 2014, there was a total of $15.9 million of total unrecognized compensation cost related to nonvested restricted stock granted under the EPIP. That cost is expected to be recognized over a weighted-average period of 1.3 years. The total intrinsic value of shares vested during the period ended July 12, 2014 was $13.6 million. | |||||||||||||||||
Deferred and Restricted Stock | |||||||||||||||||
Pursuant to the Omnibus Plan and the preceding EPIP, the company allows non-employee directors to convert their annual board retainers into deferred stock equal in value to 130% of the cash payments these directors would have otherwise received. The deferred stock has a minimum two year vesting period and will be distributed to the individual (along with accumulated dividends) at a time designated by the individual at the date of conversion. During the twenty-eight weeks ended July 12, 2014, cash pay was converted into an aggregate of 36,425 shares. The company records compensation expense for this deferred stock over the two-year minimum vesting period based on the closing price of the company’s common stock on the date of conversion. During the twenty-eight weeks ended July 12, 2014, a total of 18,330 previously deferred shares were distributed. | |||||||||||||||||
Pursuant to the Omnibus Plan and the preceding EPIP, non-employee directors also receive annual grants of deferred stock. This deferred stock vests over one year from the grant date. During the second quarter of fiscal 2014, non-employee directors were granted an aggregate of 60,300 shares of deferred stock. The deferred stock will be distributed to the grantee at a time designated by the grantee at the date of grant. Compensation expense is recorded on this deferred stock over the one year minimum vesting period. During the twenty-eight weeks ended July 12, 2014, a total of 27,075 previously deferred shares were distributed. | |||||||||||||||||
A total of 105,621 shares of previously vested and deferred awards were also distributed during the twenty-eight weeks ended July 12, 2014. A director retired on May 21, 2014 and the cumulative deferred shares (including retainer conversions and annual grants) were issued at that time. | |||||||||||||||||
On May 31, 2013, the company’s Chief Executive Officer (“CEO”) received a time-based restricted stock award of approximately $1.3 million of restricted stock pursuant to the EPIP. This award will vest 100% on the fourth anniversary of the date of grant provided the CEO remains employed by the company during this period and the award value does not exceed 0.5% of our cumulative EBITDA over the vesting period. Vesting will also occur in the event of the CEO’s death or disability, but not his retirement. Dividends will accrue on the award and will be paid to the CEO on the vesting date on all shares that vest. There were 58,500 shares issued for this award at a fair value of $22.25 per share. | |||||||||||||||||
The deferred and restricted stock activity for the twenty-eight weeks ended July 12, 2014 is set forth below (amounts in thousands, except price data): | |||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Fair | Remaining | Value | |||||||||||||||
Value | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Nonvested shares at December 28, 2013 | 177 | $ | 18.92 | ||||||||||||||
Deferred stock granted | 97 | $ | 20.47 | ||||||||||||||
Deferred stock vested | (78 | ) | $ | 19.06 | |||||||||||||
Nonvested at July 12, 2014 | 196 | $ | 19.87 | 1.66 | $ | 4,074 | |||||||||||
As of July 12, 2014, there was $2.5 million of total unrecognized compensation cost related to deferred stock awards granted under the EPIP that will be recognized over a weighted-average period of 1.66 years. There was a tax windfall of $0.6 million on the distribution of deferred share awards during the twenty-eight weeks ended July 12, 2014. | |||||||||||||||||
Stock Appreciation Rights | |||||||||||||||||
Prior to 2007, the company allowed non-employee directors to convert their retainers and committee chair fees into rights. These rights vested after one year and can be exercised over nine years. The company records compensation expense for these rights at a measurement date based on changes between the grant price and an estimated fair value of the rights using the Black-Scholes option-pricing model. | |||||||||||||||||
The fair value of the rights at July 12, 2014 ranged from $12.09 to $14.51. The following assumptions were used to determine fair value of the rights discussed above using the Black-Scholes option-pricing model at July 12, 2014: dividend yield 2.20%; expected volatility 22.0%; risk-free interest rate 0.11% and expected life of 0.25 years to 1.00 years. | |||||||||||||||||
There were 21,768 shares exercised during the twenty-eight weeks ended July 12, 2014 for a total value of $0.3 million. | |||||||||||||||||
The rights activity for the twenty-eight weeks ended July 12, 2014 is set forth below (amounts in thousands except price data): | |||||||||||||||||
Rights | Weighted | Aggregate | |||||||||||||||
Average | Liability | ||||||||||||||||
Fair | |||||||||||||||||
Value | |||||||||||||||||
Outstanding at December 28, 2013 | 141 | $ | 7.26 | $ | 1,982 | ||||||||||||
Rights exercised | (22 | ) | $ | 6.25 | |||||||||||||
Outstanding at July 12, 2014 | 119 | $ | 7.44 | $ | 1,591 | ||||||||||||
Share-Based Payments Compensation Expense Summary | |||||||||||||||||
The following table summarizes the company’s stock based compensation expense for the twelve and twenty-eight week periods ended July 12, 2014 and July 13, 2013, respectively (amounts in thousands): | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
Stock options | $ | — | $ | 380 | $ | 197 | $ | 1,017 | |||||||||
Performance-contingent restricted stock awards | 4,430 | 2,453 | 9,187 | 6,247 | |||||||||||||
Deferred and restricted stock | 519 | 422 | 1,181 | 876 | |||||||||||||
Stock appreciation rights | 42 | 359 | (91 | ) | 1,550 | ||||||||||||
Total stock based compensation | $ | 4,991 | $ | 3,614 | $ | 10,474 | $ | 9,690 | |||||||||
POSTRETIREMENT_PLANS
POST-RETIREMENT PLANS | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
POST-RETIREMENT PLANS | ' | ||||||||||||||||
13. POST-RETIREMENT PLANS | |||||||||||||||||
The following summarizes the company’s balance sheet related pension and other postretirement benefit plan accounts at July 12, 2014 as compared to accounts at December 28, 2013 (amounts in thousands): | |||||||||||||||||
July 12, 2014 | December 28, 2013 | ||||||||||||||||
Current benefit liability | $ | 1,301 | $ | 1,301 | |||||||||||||
Noncurrent benefit liability | $ | 32,620 | $ | 44,226 | |||||||||||||
Accumulated other comprehensive loss, net of tax | $ | 50,809 | $ | 51,099 | |||||||||||||
Defined Benefit Plans and Nonqualified Plan | |||||||||||||||||
The company has noncontributory defined benefit pension plans operated by trustees that cover certain employees. The benefits are based on years of service and the employees’ career earnings. The plans are funded at amounts deductible for income tax purposes but not less than the minimum funding required by the Employee Retirement Income Security Act of 1974 (“ERISA”). As of July 12, 2014, the assets of the plans included certificates of deposit, marketable equity securities, mutual funds, corporate and government debt securities, private and public real estate partnerships, other diversifying strategies and annuity contracts. Effective January 1, 2006, the company curtailed the defined benefit plan that covers the majority of its workforce. Benefits under this plan were frozen, and no future benefits will accrue under this plan. The company continues to maintain a plan that covers a small number of certain union employees. During the twenty-eight weeks ended July 12, 2014 the company contributed $5.0 million to company pension plans. We expect to contribute an additional $7.8 million during the remainder of fiscal 2014. | |||||||||||||||||
The net periodic pension cost (income) for the company’s plans include the following components (amounts in thousands): | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
Service cost | $ | 148 | $ | 163 | $ | 345 | $ | 381 | |||||||||
Interest cost | 4,944 | 4,636 | 11,537 | 10,817 | |||||||||||||
Expected return on plan assets | (7,804 | ) | (6,618 | ) | (18,209 | ) | (15,443 | ) | |||||||||
Amortization of net loss | 444 | 1,425 | 1,036 | 3,326 | |||||||||||||
Total net periodic benefit (income) cost | $ | (2,268 | ) | $ | (394 | ) | $ | (5,291 | ) | $ | (919 | ) | |||||
The company also has several smaller defined benefit plans associated with recent acquisitions that will be merged into the Flowers Foods defined benefit plans after receipt of final determination letters. | |||||||||||||||||
Post-retirement Benefit Plan | |||||||||||||||||
The company provides certain medical and life insurance benefits for eligible retired employees. The medical plan covers eligible retirees under the active medical plans. The plan incorporates an up-front deductible, coinsurance payments and retiree contributions at various premium levels. Eligibility and maximum period of coverage is based on age and length of service. | |||||||||||||||||
The net periodic postretirement benefit (income) cost for the company includes the following components (amounts in thousands): | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
Service cost | $ | 87 | $ | 79 | $ | 203 | $ | 184 | |||||||||
Interest cost | 103 | 88 | 240 | 205 | |||||||||||||
Amortization of prior service (credit) cost | (108 | ) | (60 | ) | (252 | ) | (139 | ) | |||||||||
Amortization of net (gain) loss | (133 | ) | (184 | ) | (311 | ) | (430 | ) | |||||||||
Total net periodic benefit (income) cost | $ | (51 | ) | $ | (77 | ) | $ | (120 | ) | $ | (180 | ) | |||||
401(k) Retirement Savings Plan | |||||||||||||||||
The Flowers Foods 401(k) Retirement Savings Plan covers substantially all of the company’s employees who have completed certain service requirements. During the twenty-eight weeks ended July 12, 2014 and July 13, 2013, the total cost and employer contributions were $14.4 million and $12.7 million, respectively. | |||||||||||||||||
The company acquired Lepage Bakeries, Inc. in fiscal 2012, at which time we assumed sponsorship of the Lepage 401(k) Plan. This plan was merged into the Flowers Foods 401(k) Retirement Savings Plan on December 31, 2013. |
INCOME_TAXES
INCOME TAXES | 6 Months Ended |
Jul. 12, 2014 | |
INCOME TAXES | ' |
14. INCOME TAXES | |
The company’s effective tax rate for the twenty-eight weeks ending July 12, 2014 and July 13, 2013 was 35.0% and 27.1%, respectively. The prior year’s rate was driven down by the gain on acquisition, which was recorded net of deferred taxes as a component of income before income taxes. The prior year gain was treated as a permanent item in the tax provision, and favorably impacted the rate by approximately 8%. | |
During the twenty-eight weeks ended July 12, 2014, the company’s activity with respect to its uncertain tax positions and related interest expense accrual was immaterial. At this time, we do not anticipate significant changes to the amount of gross unrecognized tax benefits over the next twelve months. |
SEGMENT_REPORTING
SEGMENT REPORTING | 6 Months Ended | ||||||||||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||||||||||
SEGMENT REPORTING | ' | ||||||||||||||||||||||||
15. SEGMENT REPORTING | |||||||||||||||||||||||||
The company’s DSD segment produces fresh and frozen packaged bread, rolls, and snack products and the warehouse segment produces frozen bread and rolls and snack products. Effective the first day of fiscal 2014, we reclassified our tortilla operation from a warehouse segment bakery to the DSD segment. This reclassification was made to better align their sales with the delivery method primarily used to serve their customers. All prior period information has been recasted to reflect this change. The company evaluates each segment’s performance based on income or loss before interest and income taxes, excluding unallocated expenses and charges which the company’s management deems to be an overall corporate cost or a cost not reflective of the segments’ core operating businesses. Information regarding the operations in these reportable segments (including recasting the prior year for the reclassified bakery) is as follows (amounts in thousands): | |||||||||||||||||||||||||
For the | For the | ||||||||||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||||||||||
SALES: | |||||||||||||||||||||||||
DSD segment | $ | 759,249 | $ | 764,638 | $ | 1,755,117 | $ | 1,711,068 | |||||||||||||||||
Warehouse segment | 168,376 | 186,205 | 398,671 | 432,956 | |||||||||||||||||||||
Eliminations: Sales from warehouse delivery to DSD | (31,949 | ) | (28,761 | ) | (71,449 | ) | (67,464 | ) | |||||||||||||||||
Sales from DSD segment to warehouse delivery segment | (18,298 | ) | (23,929 | ) | (45,201 | ) | (47,597 | ) | |||||||||||||||||
$ | 877,378 | $ | 898,153 | $ | 2,037,138 | $ | 2,028,963 | ||||||||||||||||||
DEPRECIATION AND AMORTIZATION: | |||||||||||||||||||||||||
DSD segment | $ | 26,487 | $ | 22,082 | $ | 61,271 | $ | 51,234 | |||||||||||||||||
Warehouse segment | 3,524 | 3,529 | 8,180 | 8,387 | |||||||||||||||||||||
Unallocated corporate costs | (104 | ) | 132 | (252 | ) | 311 | |||||||||||||||||||
$ | 29,907 | $ | 25,743 | $ | 69,199 | $ | 59,932 | ||||||||||||||||||
INCOME FROM OPERATIONS: | |||||||||||||||||||||||||
DSD segment | $ | 62,413 | $ | 75,933 | $ | 159,195 | $ | 227,429 | |||||||||||||||||
Warehouse segment | 13,460 | 15,667 | 27,569 | 34,070 | |||||||||||||||||||||
Unallocated corporate costs (1) | (10,492 | ) | (16,750 | ) | (23,182 | ) | (36,694 | ) | |||||||||||||||||
$ | 65,381 | $ | 74,850 | $ | 163,582 | $ | 224,805 | ||||||||||||||||||
INTEREST EXPENSE | $ | (6,494 | ) | $ | (6,191 | ) | $ | (15,618 | ) | $ | (15,010 | ) | |||||||||||||
INTEREST INCOME | $ | 4,760 | $ | 3,491 | $ | 10,712 | $ | 7,755 | |||||||||||||||||
INCOME BEFORE INCOME TAXES | $ | 63,647 | $ | 72,150 | $ | 158,676 | $ | 217,550 | |||||||||||||||||
The assets by segment as of July 12, 2014 and December 28, 2013 were as follows (amounts in thousands): | |||||||||||||||||||||||||
As of | |||||||||||||||||||||||||
July 12, 2014 | December 28, 2013 | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
DSD segment | $ | 2,152,236 | $ | 2,163,606 | |||||||||||||||||||||
Warehouse segment | 209,562 | 216,194 | |||||||||||||||||||||||
Other(2) | 122,289 | 124,214 | |||||||||||||||||||||||
$ | 2,484,087 | $ | 2,504,014 | ||||||||||||||||||||||
-1 | Represents the company’s corporate head office amounts and acquisition costs. | ||||||||||||||||||||||||
-2 | Represents the company’s corporate head office assets including primarily cash and cash equivalents, debt, deferred taxes, and deferred financing costs. | ||||||||||||||||||||||||
Sales by product category in each reportable segment are as follows (amounts in thousands): | |||||||||||||||||||||||||
For the Twelve Weeks Ended | For the Twelve Weeks Ended | ||||||||||||||||||||||||
July 12, 2014 | July 13, 2013 | ||||||||||||||||||||||||
DSD Segment | Warehouse Segment | Total | DSD Segment | Warehouse Segment | Total | ||||||||||||||||||||
Branded Retail | $ | 460,163 | $ | 30,588 | $ | 490,751 | $ | 457,349 | $ | 34,110 | $ | 491,459 | |||||||||||||
Store Branded Retail | 120,772 | 27,160 | 147,932 | 126,817 | 33,633 | 160,450 | |||||||||||||||||||
Non-retail and Other | 160,016 | 78,679 | 238,695 | 156,543 | 89,701 | 246,244 | |||||||||||||||||||
Total | $ | 740,951 | $ | 136,427 | $ | 877,378 | $ | 740,709 | $ | 157,444 | $ | 898,153 | |||||||||||||
For the Twenty-Eight Weeks Ended | For the Twenty-Eight Weeks Ended | ||||||||||||||||||||||||
12-Jul-14 | 13-Jul-13 | ||||||||||||||||||||||||
DSD Segment | Warehouse Segment | Total | DSD Segment | Warehouse Segment | Total | ||||||||||||||||||||
Branded Retail | $ | 1,067,606 | $ | 70,945 | $ | 1,138,551 | $ | 1,022,439 | $ | 80,409 | $ | 1,102,848 | |||||||||||||
Store Branded Retail | 268,068 | 69,230 | 337,298 | 271,284 | 82,360 | 353,644 | |||||||||||||||||||
Non-retail and Other | 374,242 | 187,047 | 561,289 | 369,748 | 202,723 | 572,471 | |||||||||||||||||||
Total | $ | 1,709,916 | $ | 327,222 | $ | 2,037,138 | $ | 1,663,471 | $ | 365,492 | $ | 2,028,963 | |||||||||||||
ASSETS_HELD_FOR_SALE
ASSETS HELD FOR SALE | 6 Months Ended | ||||||||
Jul. 12, 2014 | |||||||||
ASSETS HELD FOR SALE | ' | ||||||||
16. ASSETS HELD FOR SALE | |||||||||
The company purchases territories from and sells territories to independent distributors from time to time. The company repurchases territories from independent distributors in circumstances when the company decides to exit a territory or when the distributor elects to terminate their relationship with the company. In the event the company decides to exit a territory or ceases to utilize the independent distribution form of doing business, the company is contractually required to purchase the territory from the independent distributor. In the event an independent distributor terminates their relationship with the company, the company, although not legally obligated, normally repurchases and operates that territory as a company-owned territory. The independent distributors may also sell their territories to another person or entity. Territories purchased from independent distributors and operated as company-owned territories are recorded on the company’s Condensed Consolidated Balance Sheet in the line item “Assets Held for Sale “ while the company actively seeks another distributor to purchase the territory. | |||||||||
Territories held for sale and operated by the company are sold to independent distributors at the fair market value of the territory. Subsequent to the purchase of a territory by the distributor, in accordance with the terms of the distributor arrangement, the independent distributor has the right to require the company to repurchase the territory and truck, if applicable, at the original purchase price paid by the distributor within the six-month period following the date of sale. The company is not required to repay interest paid by the distributor during such six-month period. If the truck is leased, the company will assume the lease payment if the territory is repurchased during the six-month period. Should the independent distributor wish to sell the territory after the six-month period has expired, the company has the right of first refusal. | |||||||||
The company is also selling certain plants and depots from the Acquired Hostess Bread Assets purchased in July 2013. These assets were originally recorded as held and used in the purchase price allocation in Note 4, Acquisitions, above. Subsequent to the acquisition, we determined that some of the acquired plants and depots do not meet our long-term strategy. As a result, we are in the process of selling them. There are certain other properties not associated with the Acquired Hostess Bread Assets that are also in the process of being sold. These assets are recorded on the Condensed Consolidated Balance Sheet in the line item “Assets Held for Sale” and are included in the “Other” line item in the summary table below. | |||||||||
During the second quarter of fiscal 2014, we decided to sell certain assets at our Ft. Worth, Texas, tortilla facility (the “disposal group”). We expect the sale to close during the third quarter of fiscal 2014. The carrying value of these assets is $7.5 million and is presented in “Assets Held for Sale” as of July 12, 2014 because the disposal group met the requirements for held for sale classification on the balance sheet date. Assets not part of the disposal group have either been transferred to other plants or will be scrapped shortly after closing. We recognized an impairment loss on goodwill of $2.6 million and an additional impairment loss of $1.9 million for the scrapped assets during the twelve weeks ended July 12, 2014. These impairments are recorded on the Condensed Consolidated Statements of Income in the line item “Impairment of assets”. | |||||||||
Additional assets recorded in assets held for sale are for property, plant and equipment exclusive of the amounts disclosed as part of the Acquired Hostess Bread Assets and the disposal group discussed above. The carrying values of assets held for sale are not amortized and are evaluated for impairment as required. The table below presents the assets held for sale as of July 12, 2014 and December 28, 2013, respectively (amounts in thousands): | |||||||||
July 12, 2014 | December 28, 2013 | ||||||||
Distributor territories | $ | 19,755 | $ | 26,564 | |||||
Acquired Hostess Bread Assets plants and depots | 28,972 | 23,043 | |||||||
Disposal group | 7,501 | — | |||||||
Other | 6,185 | 5,145 | |||||||
Total assets held for sale | $ | 62,413 | $ | 54,752 | |||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jul. 12, 2014 | |
SUBSEQUENT EVENTS | ' |
17. SUBSEQUENT EVENTS | |
The company has evaluated subsequent events since July 12, 2014, the date of these financial statements. We believe there were no material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements other than the matters discussed below. | |
Amendment to Accounts Receivable Securitization Facility | |
On August 7, 2014, the company amended the facility. The amendment (i) increased the revolving commitments under the facility to $200.0 million (ii) extended the term one year and (iii) made certain other conforming changes. |
BASIS_OF_PRESENTATION_Tables
BASIS OF PRESENTATION (Tables) | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
Effect of Largest Customer in Sales | ' | ||||||||||||||||
Following is the effect our largest customer, Walmart/Sam’s Club, had on the company’s sales for the twelve and twenty-eight weeks ended July 12, 2014 and July 13, 2013. Walmart is the only customer to account for 10% or more of the company’s sales. | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
(Percent of Sales) | (Percent of Sales) | ||||||||||||||||
DSD segment | 16.8 | % | 17.3 | % | 16.7 | % | 17 | % | |||||||||
Warehouse segment | 2.4 | 3 | 2.7 | 3.3 | |||||||||||||
Total | 19.2 | % | 20.3 | % | 19.4 | % | 20.3 | % | |||||||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 6 Months Ended | ||||||||||||
Jul. 12, 2014 | |||||||||||||
Summary of Reclassifications Out of Accumulated Other Comprehensive Loss | ' | ||||||||||||
During the twelve and twenty-eight weeks ended July 12, 2014 and July 13, 2013, reclassifications out of accumulated other comprehensive loss were as follows (amounts in thousands): | |||||||||||||
Amount reclassified from Accumulated Other Comprehensive Loss | |||||||||||||
Details about accumulated other | For the Twelve Weeks Ended | For the Twelve Weeks Ended | Affected Line Item in the Statement | ||||||||||
comprehensive income components (Note 2) | July 12, 2014 | July 13, 2013 | Where Net Income is Presented | ||||||||||
Gains and losses on cash flow hedges: | |||||||||||||
Interest rate contracts | $ | — | $ | (254 | ) | Interest income (expense) | |||||||
Commodity contracts | (661 | ) | (10,945 | ) | Cost of sales, Note 3 | ||||||||
Total before tax | $ | (661 | ) | $ | (11,199 | ) | Total before tax | ||||||
Tax (expense) or benefit | 255 | 4,312 | Tax (expense) or benefit | ||||||||||
Total net of tax | $ | (406 | ) | $ | (6,887 | ) | Net of tax | ||||||
Amortization of defined benefit pension items: | |||||||||||||
Prior-service credits | $ | 108 | $ | 60 | Note 1, below | ||||||||
Actuarial losses | (311 | ) | (1,241 | ) | Note 1, below | ||||||||
Total before tax | $ | (203 | ) | $ | (1,181 | ) | Total before tax | ||||||
Tax (expense) or benefit | 79 | 454 | Tax (expense) or benefit | ||||||||||
Total net of tax | $ | (124 | ) | $ | (727 | ) | Net of tax | ||||||
Total reclassifications | $ | (530 | ) | $ | (7,614 | ) | Net of tax | ||||||
Amount reclassified from Accumulated Other Comprehensive Loss | |||||||||||||
Details about accumulated other | For the Twenty-Eight Weeks | For the Twenty-Eight Weeks | Affected Line Item in the Statement | ||||||||||
comprehensive income components (Note 2) | Ended July 12, 2014 | Ended July 13, 2013 | Where Net Income is Presented | ||||||||||
Gains and losses on cash flow hedges: | |||||||||||||
Interest rate contracts | $ | — | $ | (796 | ) | Interest income (expense) | |||||||
Commodity contracts | (5,578 | ) | (12,040 | ) | Cost of sales, Note 3 | ||||||||
Total before tax | $ | (5,578 | ) | $ | (12,836 | ) | Total before tax | ||||||
Tax (expense) or benefit | 2,148 | 4,942 | Tax (expense) or benefit | ||||||||||
Total net of tax | $ | (3,430 | ) | $ | (7,894 | ) | Net of tax | ||||||
Amortization of defined benefit pension items: | |||||||||||||
Prior-service credits | $ | 252 | $ | 139 | Note 1, below | ||||||||
Actuarial losses | (725 | ) | (2,896 | ) | Note 1, below | ||||||||
Total before tax | $ | (473 | ) | $ | (2,757 | ) | Total before tax | ||||||
Tax (expense) or benefit | 183 | 1,061 | Tax (expense) or benefit | ||||||||||
Total net of tax | $ | (290 | ) | $ | (1,696 | ) | Net of tax | ||||||
Total reclassifications | $ | (3,720 | ) | $ | (9,590 | ) | Net of tax | ||||||
Note 1: | These items are included in the computation of net periodic pension cost. See Note 13, Postretirement Plans, for additional information. | ||||||||||||
Note 2: | Amounts in parentheses indicate debits to determine net income. | ||||||||||||
Note 3: | Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. | ||||||||||||
Changes to Accumulated Other Comprehensive Loss, Net of Income Tax | ' | ||||||||||||
During the twenty-eight weeks ended July 12, 2014, changes to accumulated other comprehensive loss, net of income tax, by component were as follows (amounts in thousands): | |||||||||||||
Gains/Losses on | Defined Benefit | Total | |||||||||||
Cash Flow Hedges | Pension Plan | ||||||||||||
Items | |||||||||||||
Accumulated other comprehensive loss, December 28, 2013 | $ | (11,416 | ) | $ | (51,099 | ) | $ | (62,515 | ) | ||||
Other comprehensive income before reclassifications | (816 | ) | — | (816 | ) | ||||||||
Reclassified to earnings from accumulated other comprehensive loss | 3,430 | 290 | 3,720 | ||||||||||
Accumulated other comprehensive loss, July 12, 2014 | $ | (8,802 | ) | $ | (50,809 | ) | $ | (59,611 | ) | ||||
During the twenty-eight weeks ended July 13, 2013, changes to accumulated other comprehensive loss, net of income tax, by component were as follows (amounts in thousands): | |||||||||||||
Gains/Losses on | Defined Benefit | Total | |||||||||||
Cash Flow Hedges | Pension Plan | ||||||||||||
Items | |||||||||||||
Accumulated other comprehensive loss, December 29, 2012 | $ | (4,100 | ) | $ | (110,567 | ) | $ | (114,667 | ) | ||||
Other comprehensive income before reclassifications | (15,539 | ) | — | (15,539 | ) | ||||||||
Reclassified to earnings from accumulated other comprehensive loss | 7,894 | 1,696 | 9,590 | ||||||||||
Accumulated other comprehensive loss, July 13, 2013 | $ | (11,745 | ) | $ | (108,871 | ) | $ | (120,616 | ) | ||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
Summary of Potential Payment of Holdback Amount | ' | ||||||||||||||||
The table below reflects the potential payments to us under each scenario (amounts in thousands): | |||||||||||||||||
February 23, 2013 – | November 21, 2013 – | February 19, 2014 – | May 20, 2014 – | ||||||||||||||
November 20, 2013 | February 18, 2014 | May 19, 2014 | August 17, 2014 | ||||||||||||||
Co-pack decision | $ | 10,000 | $ | 7,500 | $ | 5,000 | $ | — | |||||||||
Bakery decision | $ | 10,000 | $ | 10,000 | $ | 7,500 | $ | 5,000 | |||||||||
Pro Forma Consolidated Results of Operations | ' | ||||||||||||||||
The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of the Acquired Hostess Bread Assets occurred at the beginning of fiscal 2013 (amounts in thousands, except per share data). Unaudited pro forma consolidated results of operations for the Sara Lee and Earthgrains asset acquisitions are not included because the company determined that it is immaterial to our Condensed Consolidated Statements of Income. | |||||||||||||||||
For the Twelve Weeks | For the Twenty- | ||||||||||||||||
Ended | Eight Weeks Ended | ||||||||||||||||
July 13, 2013 | July 13, 2013 | ||||||||||||||||
Sales: | |||||||||||||||||
As reported | $ | 898,153 | $ | 2,028,963 | |||||||||||||
Pro forma | $ | 898,153 | $ | 2,028,963 | |||||||||||||
Net income: | |||||||||||||||||
As reported | $ | 46,460 | $ | 158,486 | |||||||||||||
Pro forma | $ | 44,273 | $ | 153,199 | |||||||||||||
Basic net income per common share: | |||||||||||||||||
As reported | $ | 0.22 | $ | 0.76 | |||||||||||||
Pro forma | $ | 0.21 | $ | 0.74 | |||||||||||||
Diluted net income per common share: | |||||||||||||||||
As reported | $ | 0.22 | $ | 0.75 | |||||||||||||
Pro forma | $ | 0.21 | $ | 0.72 | |||||||||||||
Sara Lee and Earthgrains acquisition of trademark licenses | ' | ||||||||||||||||
Schedule of Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
The following table summarizes the consideration paid to acquire these licenses and the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands and are preliminary): | |||||||||||||||||
Fair value of consideration transferred: | |||||||||||||||||
Cash consideration transferred | $ | 49,950 | |||||||||||||||
Contingently refundable consideration (the “holdback”) | (7,600 | ) | |||||||||||||||
Total consideration, net | $ | 42,350 | |||||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||||||||||||
Property, plant, and equipment | $ | 6,476 | |||||||||||||||
Identifiable intangible asset — distribution rights | 25,790 | ||||||||||||||||
Identifiable intangible asset — trademarks | 79,500 | ||||||||||||||||
Identifiable intangible asset — customer relationships | 12,000 | ||||||||||||||||
Deferred income taxes, net | (31,345 | ) | |||||||||||||||
Net recognized amounts of identifiable assets acquired | $ | 92,421 | |||||||||||||||
Bargain purchase gain | $ | 50,071 | |||||||||||||||
Acquired Hostess Bread Asset | ' | ||||||||||||||||
Schedule of Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
The following table summarizes the consideration paid for the Acquired Hostess Bread Assets and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands and are preliminary): | |||||||||||||||||
Fair value of consideration transferred: | |||||||||||||||||
Cash consideration transferred | $ | 355,342 | |||||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||||||||||||
Property, plant, and equipment | $ | 159,714 | |||||||||||||||
Identifiable intangible asset — trademarks | 189,000 | ||||||||||||||||
Financial assets | 4,988 | ||||||||||||||||
Net recognized amounts of identifiable assets acquired | $ | 353,702 | |||||||||||||||
Gain on legal settlement | (1,400 | ) | |||||||||||||||
Net recognized amounts of identifiable assets acquired and gain on settlement | $ | 352,302 | |||||||||||||||
Goodwill | $ | 3,040 | |||||||||||||||
GOODWILL_AND_OTHER_INTANGIBLES1
GOODWILL AND OTHER INTANGIBLES (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||||||||||
Summary of Goodwill and Other Intangible Assets | ' | ||||||||||||||||||||||||
The table below summarizes our goodwill and other intangible assets at July 12, 2014 and December 28, 2013, respectively, each of which is explained in additional detail below (amounts in thousands): | |||||||||||||||||||||||||
July 12, 2014 | December 28, 2013 | ||||||||||||||||||||||||
Goodwill | $ | 277,402 | $ | 282,404 | |||||||||||||||||||||
Amortizable intangible assets, net of amortization | 195,374 | 201,710 | |||||||||||||||||||||||
Indefinite-lived intangible assets | 455,000 | 455,000 | |||||||||||||||||||||||
Total goodwill and other intangible assets | $ | 927,776 | $ | 939,114 | |||||||||||||||||||||
Carrying Amount of Goodwill by Segment | ' | ||||||||||||||||||||||||
The changes in the carrying amount of goodwill, by segment, during the twenty-eight weeks ended July 12, 2014 are as follows (amounts in thousands): | |||||||||||||||||||||||||
DSD Segment | Warehouse | Total | |||||||||||||||||||||||
Segment | |||||||||||||||||||||||||
Balance as of December 28, 2013 | $ | 277,927 | $ | 4,477 | $ | 282,404 | |||||||||||||||||||
Goodwill impairment (Note 16) | (2,624 | ) | — | (2,624 | ) | ||||||||||||||||||||
Change in goodwill due to acquisition fair value assessment (Note 4) | (2,378 | ) | — | (2,378 | ) | ||||||||||||||||||||
Balance as of July 12, 2014 | $ | 272,925 | $ | 4,477 | $ | 277,402 | |||||||||||||||||||
Amortizable Intangible Assets | ' | ||||||||||||||||||||||||
As of July 12, 2014 and December 28, 2013, the company had the following amounts related to amortizable intangible assets (amounts in thousands): | |||||||||||||||||||||||||
July 12, 2014 | December 28, 2013 | ||||||||||||||||||||||||
Asset | Cost | Accumulated | Net Value | Cost | Accumulated | Net Value | |||||||||||||||||||
Amortization | Amortization | ||||||||||||||||||||||||
Trademarks | $ | 71,727 | $ | 13,010 | $ | 58,717 | $ | 71,727 | $ | 11,697 | $ | 60,030 | |||||||||||||
Customer relationships | 169,921 | 37,240 | 132,681 | 169,921 | 32,688 | 137,233 | |||||||||||||||||||
Non-compete agreements | 4,274 | 3,074 | 1,200 | 4,274 | 2,751 | 1,523 | |||||||||||||||||||
Distributor relationships | 4,123 | 1,347 | 2,776 | 4,123 | 1,199 | 2,924 | |||||||||||||||||||
Supply agreement | 1,050 | 1,050 | — | 1,050 | 1,050 | — | |||||||||||||||||||
Total | $ | 251,095 | $ | 55,721 | $ | 195,374 | $ | 251,095 | $ | 49,385 | $ | 201,710 | |||||||||||||
Aggregate Amortization Expense | ' | ||||||||||||||||||||||||
Aggregate amortization expense for the twelve and twenty-eight weeks ending July 12, 2014 and July 13, 2013 were as follows (amounts in thousands): | |||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||
Expense | |||||||||||||||||||||||||
For the twelve weeks ended July 12, 2014 | $ | 2,716 | |||||||||||||||||||||||
For the twelve weeks ended July 13, 2013 | $ | 2,881 | |||||||||||||||||||||||
For the twenty-eight weeks ended July 12, 2014 | $ | 6,336 | |||||||||||||||||||||||
For the twenty-eight weeks ended July 13, 2013 | $ | 6,287 | |||||||||||||||||||||||
Estimated Amortization of Intangibles | ' | ||||||||||||||||||||||||
Estimated amortization of intangibles for each of the next five years is as follows (amounts in thousands): | |||||||||||||||||||||||||
Amortization of | |||||||||||||||||||||||||
Intangibles | |||||||||||||||||||||||||
Remainder of 2014 | $ | 5,387 | |||||||||||||||||||||||
2015 | $ | 11,478 | |||||||||||||||||||||||
2016 | $ | 11,052 | |||||||||||||||||||||||
2017 | $ | 10,580 | |||||||||||||||||||||||
2018 | $ | 10,432 |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended | ||||||||
Jul. 12, 2014 | |||||||||
Interest Income for Distributor Notes Receivable | ' | ||||||||
Interest income for the distributor notes receivable was as follows (amounts in thousands): | |||||||||
Interest | |||||||||
Income | |||||||||
For the twelve weeks ended July 12, 2014 | $ | 4,760 | |||||||
For the twelve weeks ended July 13, 2013 | $ | 3,491 | |||||||
For the twenty-eight weeks ended July 12, 2014 | $ | 10,712 | |||||||
For the twenty-eight weeks ended July 13, 2013 | $ | 7,755 | |||||||
Carrying Value of Distributor Notes | ' | ||||||||
At July 12, 2014 and December 28, 2013, respectively, the carrying value of the distributor notes was as follows (amounts in thousands): | |||||||||
July 12, 2014 | December 28, 2013 | ||||||||
Distributor notes receivable | $ | 175,811 | $ | 161,560 | |||||
Current portion of distributor notes receivable recorded in accounts and notes receivable, net | 19,725 | 18,715 | |||||||
Long-term portion of distributor notes receivable | $ | 156,086 | $ | 142,845 | |||||
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||||||||||
Net Fair Value of Commodity Price Risk | ' | ||||||||||||||||||||||||
As of July 12, 2014, the company’s hedge portfolio contained commodity derivatives with a net fair value of $(14.6) million, which is recorded in the following accounts with fair values measured as indicated (amounts in millions): | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Other current | $ | (12.6 | ) | $ | (0.2 | ) | $ | — | $ | (12.8 | ) | ||||||||||||||
Other long-term | (1.5 | ) | (0.3 | ) | — | (1.8 | ) | ||||||||||||||||||
Total | (14.1 | ) | (0.5 | ) | — | (14.6 | ) | ||||||||||||||||||
Net Fair Value | $ | (14.1 | ) | $ | (0.5 | ) | $ | — | $ | (14.6 | ) | ||||||||||||||
Derivative Instruments Located on Condensed Consolidated Balance Sheet | ' | ||||||||||||||||||||||||
The company has the following derivative instruments located on the Condensed Consolidated Balance Sheet, which are utilized for the risk management purposes detailed above (amounts in thousands): | |||||||||||||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||
Derivatives | July 12, 2014 | December 28, 2013 | July 12, 2014 | December 28, 2013 | |||||||||||||||||||||
designated as | |||||||||||||||||||||||||
hedging | |||||||||||||||||||||||||
instruments | Balance | Fair | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||||||
Sheet | Value | Sheet | Value | Sheet | Value | Sheet | Value | ||||||||||||||||||
location | location | location | location | ||||||||||||||||||||||
Commodity contracts | Other current | — | Other current | 162 | Other current | 12,791 | Other current | 10,625 | |||||||||||||||||
assets | assets | liabilities | liabilities | ||||||||||||||||||||||
Commodity contracts | Other long | — | Other long | — | Other long | 1,837 | Other long | 1,095 | |||||||||||||||||
term assets | term assets | term liabilities | term liabilities | ||||||||||||||||||||||
Total | $ | — | $ | 162 | $ | 14,628 | $ | 11,720 | |||||||||||||||||
Derivative Instruments for Deferred Gains and (Losses) on Closed Contracts and Effective Portion for Changes in Fair Value Recorded in Accumulated Other Comprehensive Income | ' | ||||||||||||||||||||||||
The company has the following derivative instruments located on the Condensed Consolidated Statements of Income, utilized for risk management purposes (amounts in thousands and net of tax): | |||||||||||||||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of Gain or (Loss) | Amount of Gain or (Loss) Reclassified | ||||||||||||||||||||||
Hedge | Recognized in OCI on | Reclassified from AOCI into | from Accumulated OCI into Income | ||||||||||||||||||||||
Relationships(2) | Derivative (Effective Portion) | Income | (Effective Portion) | ||||||||||||||||||||||
For the twelve weeks ended | (Effective Portion)(2) | For the twelve weeks ended | |||||||||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||||||||||
Interest rate contracts | $ | 35 | $ | 29 | Interest (expense) income | $ | — | $ | (155 | ) | |||||||||||||||
Commodity contracts | (16,201 | ) | (6,947 | ) | Production costs(1) | (406 | ) | (6,732 | ) | ||||||||||||||||
Total | $ | (16,166 | ) | $ | (6,918 | ) | $ | (406 | ) | $ | (6,887 | ) | |||||||||||||
Derivatives in Cash Flow | Amount of Gain or (Loss) | Location of Gain or (Loss) | Amount of Gain or (Loss) Reclassified | ||||||||||||||||||||||
Hedge | Recognized in OCI on | Reclassified from AOCI into | from Accumulated OCI into Income | ||||||||||||||||||||||
Relationships(2) | Derivative (Effective Portion) | Income | (Effective Portion) | ||||||||||||||||||||||
For the twenty- | (Effective Portion)(2) | For the twenty-eight weeks ended | |||||||||||||||||||||||
eight weeks ended | |||||||||||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||||||||||
Interest rate contracts | $ | 83 | $ | (267 | ) | Interest (expense) income | $ | — | $ | (489 | ) | ||||||||||||||
Commodity contracts | (899 | ) | (15,272 | ) | Production costs(1) | (3,430 | ) | (7,405 | ) | ||||||||||||||||
Total | $ | (816 | ) | $ | (15,539 | ) | $ | (3,430 | ) | $ | (7,894 | ) | |||||||||||||
1 | Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). | ||||||||||||||||||||||||
2 | Amounts in parentheses indicate debits to determine net income. | ||||||||||||||||||||||||
Accumulated Other Comprehensive Loss (Income) Related to Derivative Transactions | ' | ||||||||||||||||||||||||
The balance in accumulated other comprehensive loss (income) related to commodity price risk and interest rate risk derivative transactions that are closed or will expire over the next three years are as follows (amounts in millions and net of tax) at July 12, 2014: | |||||||||||||||||||||||||
Commodity | Interest | Totals | |||||||||||||||||||||||
price risk | rate risk | ||||||||||||||||||||||||
derivatives | derivatives | ||||||||||||||||||||||||
Closed contracts | $ | (1.4 | ) | $ | 1.2 | $ | (0.2 | ) | |||||||||||||||||
Expiring in 2014 | 3.1 | — | 3.1 | ||||||||||||||||||||||
Expiring in 2015 | 5.8 | — | 5.8 | ||||||||||||||||||||||
Expiring in 2016 | 0.1 | — | 0.1 | ||||||||||||||||||||||
Total | $ | 7.6 | $ | 1.2 | $ | 8.8 | |||||||||||||||||||
Financial Contracts Hedging Commodity and Interest Rate Risks | ' | ||||||||||||||||||||||||
As of July 12, 2014, the company had the following outstanding financial contracts that were entered to hedge commodity and interest rate risk (amounts in millions): | |||||||||||||||||||||||||
Notional | |||||||||||||||||||||||||
amount | |||||||||||||||||||||||||
Wheat contracts | $ | 161.9 | |||||||||||||||||||||||
Soybean oil contracts | 28.2 | ||||||||||||||||||||||||
Natural gas contracts | 15 | ||||||||||||||||||||||||
Total | $ | 205.1 | |||||||||||||||||||||||
DEBT_AND_OTHER_OBLIGATIONS_Tab
DEBT AND OTHER OBLIGATIONS (Tables) | 6 Months Ended | ||||||||
Jul. 12, 2014 | |||||||||
Long-Term Debt and Capital Leases | ' | ||||||||
Long-term debt and capital leases consisted of the following at July 12, 2014 and December 28, 2013 (amounts in thousands): | |||||||||
July 12, 2014 | December 28, | ||||||||
2013 | |||||||||
Unsecured credit facility | $ | 19,800 | $ | 44,200 | |||||
Unsecured new term loan | 285,000 | 296,250 | |||||||
4.375% senior notes due 2022 | 399,258 | 399,207 | |||||||
Accounts receivable securtization | 90,000 | 150,000 | |||||||
Capital lease obligations | 13,509 | 15,649 | |||||||
Other notes payable | 18,496 | 18,444 | |||||||
826,063 | 923,750 | ||||||||
Current maturities of long-term debt and capital lease obligations | 34,272 | 31,272 | |||||||
Total long-term debt and capital lease obligations | $ | 791,791 | $ | 892,478 | |||||
Outstanding Principal of New Term Loan is Due and Payable on Fifth Anniversary of Draw Date | ' | ||||||||
The new term loan amortizes in quarterly installments based on the annual percentages in the table below. The first payment was due and payable on June 30, 2013 (the last business day of the first calendar quarter ending after the borrowing date), quarterly payments are due on the last business day of each successive calendar quarter and all remaining outstanding principal is due and payable on the fifth anniversary of the borrowing date. | |||||||||
Anniversary Year | Percent of Principal Due | ||||||||
1 | 5 | % | |||||||
2 | 10 | % | |||||||
3 | 10 | % | |||||||
4 | 35 | % | |||||||
5 | 40 | % | |||||||
Aggregate Maturities of Debt Outstanding (Including Capital Leases) | ' | ||||||||
Aggregate maturities of debt outstanding, including capital leases and the associated interest, as of July 12, 2014, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): | |||||||||
2014 | $ | 17,728 | |||||||
2015 | 122,735 | ||||||||
2016 | 72,632 | ||||||||
2017 | 120,085 | ||||||||
2018 | 87,307 | ||||||||
2019 | 7,888 | ||||||||
2020 and thereafter | 400,000 | ||||||||
Total | $ | 828,375 | |||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
Basic and Diluted Earnings Per Common Share | ' | ||||||||||||||||
The following is a reconciliation of net income and weighted average shares for calculating basic and diluted earnings per common share for the twelve and twenty-eight weeks ended July 12, 2014 and July 13, 2013 (amounts and shares in thousands, except per share data): | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
Net income | $ | 42,064 | $ | 46,460 | $ | 103,130 | $ | 158,486 | |||||||||
Basic Earnings Per Common Share: | |||||||||||||||||
Basic weighted average shares outstanding for common stock | 209,639 | 207,837 | 209,354 | 207,455 | |||||||||||||
Basic earnings per common share | $ | 0.2 | $ | 0.22 | $ | 0.49 | $ | 0.76 | |||||||||
Diluted Earnings Per Common Share: | |||||||||||||||||
Basic weighted average shares outstanding for common stock | 209,639 | 207,837 | 209,354 | 207,455 | |||||||||||||
Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock | 3,280 | 4,055 | 3,552 | 3,989 | |||||||||||||
Diluted weighted average shares outstanding for common stock | 212,919 | 211,892 | 212,906 | 211,444 | |||||||||||||
Diluted earnings per common share | $ | 0.2 | $ | 0.22 | $ | 0.48 | $ | 0.75 | |||||||||
Antidilutive Securities Excluded from Computation of Earnings per Share | ' | ||||||||||||||||
The following shares were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive (shares in thousands): | |||||||||||||||||
Common shares | |||||||||||||||||
For the twenty-eight weeks ended July 13, 2013 | 113 |
STOCK_BASED_COMPENSATION_Table
STOCK BASED COMPENSATION (Tables) | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
Cash Received, Windfall Tax Benefits, and Intrinsic Value from Stock Option Exercises | ' | ||||||||||||||||
The cash received, the windfall tax benefit, and intrinsic value from stock option exercises for the twenty-eight weeks ended July 12, 2014 and July 13, 2013 were as follows (amounts in thousands): | |||||||||||||||||
July 12, | July 13, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Cash received from option exercises | $ | 6,888 | $ | 9,289 | |||||||||||||
Cash tax windfall, net | $ | 1,799 | $ | 3,740 | |||||||||||||
Intrinsic value of stock options exercised | $ | 6,234 | $ | 12,067 | |||||||||||||
Payout Determined from Total Shareholder Return Shares | ' | ||||||||||||||||
The Company TSR compared to the Peer Group TSR will determine the payout as set forth below: | |||||||||||||||||
Percentile | Payout as % | ||||||||||||||||
of Target | |||||||||||||||||
90th | 200 | % | |||||||||||||||
70th | 150 | % | |||||||||||||||
50th | 100 | % | |||||||||||||||
30th | 50 | % | |||||||||||||||
Below 30th | 0 | % | |||||||||||||||
Deferred and Restricted Stock Activity | ' | ||||||||||||||||
The deferred and restricted stock activity for the twenty-eight weeks ended July 12, 2014 is set forth below (amounts in thousands, except price data): | |||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Fair | Remaining | Value | |||||||||||||||
Value | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Nonvested shares at December 28, 2013 | 177 | $ | 18.92 | ||||||||||||||
Deferred stock granted | 97 | $ | 20.47 | ||||||||||||||
Deferred stock vested | (78 | ) | $ | 19.06 | |||||||||||||
Nonvested at July 12, 2014 | 196 | $ | 19.87 | 1.66 | $ | 4,074 | |||||||||||
Stock Appreciation Rights Activity | ' | ||||||||||||||||
The rights activity for the twenty-eight weeks ended July 12, 2014 is set forth below (amounts in thousands except price data): | |||||||||||||||||
Rights | Weighted | Aggregate | |||||||||||||||
Average | Liability | ||||||||||||||||
Fair | |||||||||||||||||
Value | |||||||||||||||||
Outstanding at December 28, 2013 | 141 | $ | 7.26 | $ | 1,982 | ||||||||||||
Rights exercised | (22 | ) | $ | 6.25 | |||||||||||||
Outstanding at July 12, 2014 | 119 | $ | 7.44 | $ | 1,591 | ||||||||||||
Summary of Company's Stock Based Compensation Expense | ' | ||||||||||||||||
The following table summarizes the company’s stock based compensation expense for the twelve and twenty-eight week periods ended July 12, 2014 and July 13, 2013, respectively (amounts in thousands): | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
Stock options | $ | — | $ | 380 | $ | 197 | $ | 1,017 | |||||||||
Performance-contingent restricted stock awards | 4,430 | 2,453 | 9,187 | 6,247 | |||||||||||||
Deferred and restricted stock | 519 | 422 | 1,181 | 876 | |||||||||||||
Stock appreciation rights | 42 | 359 | (91 | ) | 1,550 | ||||||||||||
Total stock based compensation | $ | 4,991 | $ | 3,614 | $ | 10,474 | $ | 9,690 | |||||||||
Stock Option | ' | ||||||||||||||||
Stock Option Activity | ' | ||||||||||||||||
The stock option activity for the twenty-eight weeks ended July 12, 2014 pursuant to the EPIP is set forth below (amounts in thousands, except price data): | |||||||||||||||||
Options | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Outstanding at December 28, 2013 | 8,112 | $ | 10.89 | ||||||||||||||
Exercised | (635 | ) | $ | 10.85 | |||||||||||||
Outstanding at July 12, 2014 | 7,477 | $ | 10.9 | 2.44 | $ | 74,714 | |||||||||||
Exercisable at July12, 2014 | 7,477 | $ | 10.9 | 2.44 | $ | 74,714 | |||||||||||
Performance-Contingent Total Shareholder Return Shares | ' | ||||||||||||||||
Performance Contingent TSR Shares, ROIC Shares and Restricted Stock Awards | ' | ||||||||||||||||
The following performance-contingent TSR Shares have been granted under the EPIP and have service period remaining (amounts in thousands, except price data): | |||||||||||||||||
Grant date | January 1, 2014 | January 1, 2013 | |||||||||||||||
Shares granted | 366 | 414 | |||||||||||||||
Assumed vesting date | 3/1/16 | 3/1/15 | |||||||||||||||
Fair value per share | $ | 23.97 | $ | 17.22 | |||||||||||||
Performance-Contingent Restricted Stock Activity | ' | ||||||||||||||||
The company’s performance-contingent restricted stock activity during the quarter ended July 12, 2014, is presented below (amounts in thousands, except price data): | |||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at December 28, 2013 | 1,229 | $ | 15.88 | ||||||||||||||
Initial 2014 grant at target | 732 | $ | 22.72 | ||||||||||||||
Incremental shares issued for the 2012 ROIC modifier | 51 | $ | 14.37 | ||||||||||||||
Incremental shares issued for the 2012 TSR modifier | 194 | $ | 15.45 | ||||||||||||||
2012 Vested | (653 | ) | $ | 15.03 | |||||||||||||
Forfeited | (32 | ) | $ | 19.42 | |||||||||||||
Nonvested at July 12, 2014 | 1,521 | $ | 19.35 | ||||||||||||||
Return On Invested Capital | ' | ||||||||||||||||
Performance Contingent TSR Shares, ROIC Shares and Restricted Stock Awards | ' | ||||||||||||||||
The following performance-contingent ROIC Shares have been granted under the EPIP and have service period remaining (amounts in thousands, except price data): | |||||||||||||||||
Grant date | January 1, 2014 | January 1, 2013 | |||||||||||||||
Shares granted | 366 | 414 | |||||||||||||||
Vesting date | 3/1/16 | 3/1/15 | |||||||||||||||
Fair value per share | $ | 21.47 | $ | 15.51 |
POSTRETIREMENT_PLANS_Tables
POST-RETIREMENT PLANS (Tables) | 6 Months Ended | ||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||
Summary of Company's Balance Sheet Related Pension and Other Postretirement Benefit Plan | ' | ||||||||||||||||
The following summarizes the company’s balance sheet related pension and other postretirement benefit plan accounts at July 12, 2014 as compared to accounts at December 28, 2013 (amounts in thousands): | |||||||||||||||||
July 12, 2014 | December 28, 2013 | ||||||||||||||||
Current benefit liability | $ | 1,301 | $ | 1,301 | |||||||||||||
Noncurrent benefit liability | $ | 32,620 | $ | 44,226 | |||||||||||||
Accumulated other comprehensive loss, net of tax | $ | 50,809 | $ | 51,099 | |||||||||||||
Net Periodic Pension Cost | ' | ||||||||||||||||
Components of Net Periodic Benefit / (Income) Cost | ' | ||||||||||||||||
The net periodic pension cost (income) for the company’s plans include the following components (amounts in thousands): | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
Service cost | $ | 148 | $ | 163 | $ | 345 | $ | 381 | |||||||||
Interest cost | 4,944 | 4,636 | 11,537 | 10,817 | |||||||||||||
Expected return on plan assets | (7,804 | ) | (6,618 | ) | (18,209 | ) | (15,443 | ) | |||||||||
Amortization of net loss | 444 | 1,425 | 1,036 | 3,326 | |||||||||||||
Total net periodic benefit (income) cost | $ | (2,268 | ) | $ | (394 | ) | $ | (5,291 | ) | $ | (919 | ) | |||||
Net Periodic Postretirement Benefit Cost | ' | ||||||||||||||||
Components of Net Periodic Benefit / (Income) Cost | ' | ||||||||||||||||
The net periodic postretirement benefit (income) cost for the company includes the following components (amounts in thousands): | |||||||||||||||||
For the | For the | ||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||
Service cost | $ | 87 | $ | 79 | $ | 203 | $ | 184 | |||||||||
Interest cost | 103 | 88 | 240 | 205 | |||||||||||||
Amortization of prior service (credit) cost | (108 | ) | (60 | ) | (252 | ) | (139 | ) | |||||||||
Amortization of net (gain) loss | (133 | ) | (184 | ) | (311 | ) | (430 | ) | |||||||||
Total net periodic benefit (income) cost | $ | (51 | ) | $ | (77 | ) | $ | (120 | ) | $ | (180 | ) | |||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jul. 12, 2014 | |||||||||||||||||||||||||
Information Regarding Operations in Reportable Segments | ' | ||||||||||||||||||||||||
Information regarding the operations in these reportable segments (including recasting the prior year for the reclassified bakery) is as follows (amounts in thousands): | |||||||||||||||||||||||||
For the | For the | ||||||||||||||||||||||||
Twelve Weeks Ended | Twenty-Eight Weeks Ended | ||||||||||||||||||||||||
July 12, 2014 | July 13, 2013 | July 12, 2014 | July 13, 2013 | ||||||||||||||||||||||
SALES: | |||||||||||||||||||||||||
DSD segment | $ | 759,249 | $ | 764,638 | $ | 1,755,117 | $ | 1,711,068 | |||||||||||||||||
Warehouse segment | 168,376 | 186,205 | 398,671 | 432,956 | |||||||||||||||||||||
Eliminations: Sales from warehouse delivery to DSD | (31,949 | ) | (28,761 | ) | (71,449 | ) | (67,464 | ) | |||||||||||||||||
Sales from DSD segment to warehouse delivery segment | (18,298 | ) | (23,929 | ) | (45,201 | ) | (47,597 | ) | |||||||||||||||||
$ | 877,378 | $ | 898,153 | $ | 2,037,138 | $ | 2,028,963 | ||||||||||||||||||
DEPRECIATION AND AMORTIZATION: | |||||||||||||||||||||||||
DSD segment | $ | 26,487 | $ | 22,082 | $ | 61,271 | $ | 51,234 | |||||||||||||||||
Warehouse segment | 3,524 | 3,529 | 8,180 | 8,387 | |||||||||||||||||||||
Unallocated corporate costs | (104 | ) | 132 | (252 | ) | 311 | |||||||||||||||||||
$ | 29,907 | $ | 25,743 | $ | 69,199 | $ | 59,932 | ||||||||||||||||||
INCOME FROM OPERATIONS: | |||||||||||||||||||||||||
DSD segment | $ | 62,413 | $ | 75,933 | $ | 159,195 | $ | 227,429 | |||||||||||||||||
Warehouse segment | 13,460 | 15,667 | 27,569 | 34,070 | |||||||||||||||||||||
Unallocated corporate costs (1) | (10,492 | ) | (16,750 | ) | (23,182 | ) | (36,694 | ) | |||||||||||||||||
$ | 65,381 | $ | 74,850 | $ | 163,582 | $ | 224,805 | ||||||||||||||||||
INTEREST EXPENSE | $ | (6,494 | ) | $ | (6,191 | ) | $ | (15,618 | ) | $ | (15,010 | ) | |||||||||||||
INTEREST INCOME | $ | 4,760 | $ | 3,491 | $ | 10,712 | $ | 7,755 | |||||||||||||||||
INCOME BEFORE INCOME TAXES | $ | 63,647 | $ | 72,150 | $ | 158,676 | $ | 217,550 | |||||||||||||||||
Assets by Segment | ' | ||||||||||||||||||||||||
The assets by segment as of July 12, 2014 and December 28, 2013 were as follows (amounts in thousands): | |||||||||||||||||||||||||
As of | |||||||||||||||||||||||||
July 12, 2014 | December 28, 2013 | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
DSD segment | $ | 2,152,236 | $ | 2,163,606 | |||||||||||||||||||||
Warehouse segment | 209,562 | 216,194 | |||||||||||||||||||||||
Other(2) | 122,289 | 124,214 | |||||||||||||||||||||||
$ | 2,484,087 | $ | 2,504,014 | ||||||||||||||||||||||
-1 | Represents the company’s corporate head office amounts and acquisition costs. | ||||||||||||||||||||||||
-2 | Represents the company’s corporate head office assets including primarily cash and cash equivalents, debt, deferred taxes, and deferred financing costs. | ||||||||||||||||||||||||
Sales by Product Category in Each Reportable Segment | ' | ||||||||||||||||||||||||
Sales by product category in each reportable segment are as follows (amounts in thousands): | |||||||||||||||||||||||||
For the Twelve Weeks Ended | For the Twelve Weeks Ended | ||||||||||||||||||||||||
July 12, 2014 | July 13, 2013 | ||||||||||||||||||||||||
DSD Segment | Warehouse Segment | Total | DSD Segment | Warehouse Segment | Total | ||||||||||||||||||||
Branded Retail | $ | 460,163 | $ | 30,588 | $ | 490,751 | $ | 457,349 | $ | 34,110 | $ | 491,459 | |||||||||||||
Store Branded Retail | 120,772 | 27,160 | 147,932 | 126,817 | 33,633 | 160,450 | |||||||||||||||||||
Non-retail and Other | 160,016 | 78,679 | 238,695 | 156,543 | 89,701 | 246,244 | |||||||||||||||||||
Total | $ | 740,951 | $ | 136,427 | $ | 877,378 | $ | 740,709 | $ | 157,444 | $ | 898,153 | |||||||||||||
For the Twenty-Eight Weeks Ended | For the Twenty-Eight Weeks Ended | ||||||||||||||||||||||||
12-Jul-14 | 13-Jul-13 | ||||||||||||||||||||||||
DSD Segment | Warehouse Segment | Total | DSD Segment | Warehouse Segment | Total | ||||||||||||||||||||
Branded Retail | $ | 1,067,606 | $ | 70,945 | $ | 1,138,551 | $ | 1,022,439 | $ | 80,409 | $ | 1,102,848 | |||||||||||||
Store Branded Retail | 268,068 | 69,230 | 337,298 | 271,284 | 82,360 | 353,644 | |||||||||||||||||||
Non-retail and Other | 374,242 | 187,047 | 561,289 | 369,748 | 202,723 | 572,471 | |||||||||||||||||||
Total | $ | 1,709,916 | $ | 327,222 | $ | 2,037,138 | $ | 1,663,471 | $ | 365,492 | $ | 2,028,963 | |||||||||||||
ASSETS_HELD_FOR_SALE_Tables
ASSETS HELD FOR SALE (Tables) | 6 Months Ended | ||||||||
Jul. 12, 2014 | |||||||||
Assets Held for Sale | ' | ||||||||
The table below presents the assets held for sale as of July 12, 2014 and December 28, 2013, respectively (amounts in thousands): | |||||||||
July 12, 2014 | December 28, 2013 | ||||||||
Distributor territories | $ | 19,755 | $ | 26,564 | |||||
Acquired Hostess Bread Assets plants and depots | 28,972 | 23,043 | |||||||
Disposal group | 7,501 | — | |||||||
Other | 6,185 | 5,145 | |||||||
Total assets held for sale | $ | 62,413 | $ | 54,752 | |||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Jul. 12, 2014 | |
Segment | |
Basis of Presentation [Line Items] | ' |
Segment reporting, description | 'SEGMENTS - Flowers Foods currently operates two business segments a direct-store-delivery segment ("DSD segment") and a warehouse delivery segment ("warehouse segment").The DSD segment (84% of total year to date sales) operates 38 bakeries that market a wide variety of fresh bakery foods, including fresh breads, buns, rolls, tortillas, and snack cakes. These products are sold through a DSD route delivery system to retail and foodservice customers in the Southeast, Mid-Atlantic, New England, and Southwest as well as in select markets in California and Nevada. The warehouse segment (16% of total year to date sales) operates eights bakeries that produce snack cakes and breads and rolls for national retail, foodservice, vending, and co-pack customers and deliver through customersb warehouse channels. The warehouse segment also operates one mix facility. Effective the first day of fiscal 2014, we reclassified our tortilla operation from a warehouse segment bakery to the DSD segment. This reclassification was made to better align their sales with the delivery method primarily used to serve their customers. All prior period information has been recasted to reflect this change. |
Number of business segments | 2 |
Effect_of_Largest_Customer_in_
Effect of Largest Customer in Sales (Detail) (Sales Revenue, Net, Wal-Mart/Sam's Club) | 3 Months Ended | 6 Months Ended | ||
Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Percentage of sales, Total | 19.20% | 20.30% | 19.40% | 20.30% |
DSD segment | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Percentage of sales, Total | 16.80% | 17.30% | 16.70% | 17.00% |
Warehouse segment | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Percentage of sales, Total | 2.40% | 3.00% | 2.70% | 3.30% |
Reclassifications_Out_of_Accum
Reclassifications Out of Accumulated Other Comprehensive Loss (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Income before income taxes | $63,647 | $72,150 | $158,676 | $217,550 | ||||
Tax (expense) or benefit | -21,583 | -25,690 | -55,546 | -59,064 | ||||
Net of tax | 42,064 | 46,460 | 103,130 | 158,486 | ||||
Reclassification out of Accumulated Other Comprehensive Income | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Net of tax | -530 | -7,614 | -3,720 | -9,590 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Gains/Losses on Cash Flow Hedges | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Income before income taxes | -661 | -11,199 | -5,578 | -12,836 | ||||
Tax (expense) or benefit | 255 | 4,312 | 2,148 | 4,942 | ||||
Net of tax | -406 | -6,887 | -3,430 | -7,894 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Gains/Losses on Cash Flow Hedges | Interest Rate Contracts | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Interest income (expense) | ' | -254 | ' | -796 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Gains/Losses on Cash Flow Hedges | Commodity Contract | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Cost of sales | -661 | [1] | -10,945 | [1] | -5,578 | [1] | -12,040 | [1] |
Reclassification out of Accumulated Other Comprehensive Income | Defined Benefit Pension Plan Items | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Prior-service credits | 108 | [2] | 60 | [2] | 252 | [2] | 139 | [2] |
Actuarial losses | -311 | [3] | -1,241 | [3] | -725 | [3] | -2,896 | [3] |
Income before income taxes | -203 | -1,181 | -473 | -2,757 | ||||
Tax (expense) or benefit | 79 | 454 | 183 | 1,061 | ||||
Net of tax | ($124) | ($727) | ($290) | ($1,696) | ||||
[1] | Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. | |||||||
[2] | These items are included in the computation of net periodic pension cost. See Note 13, Postretirement Plans, for additional information. | |||||||
[3] | Amounts in parentheses indicate debits to determine net income. |
Changes_to_Accumulated_Other_C
Changes to Accumulated Other Comprehensive Loss, Net of Income Tax, By Component (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Accumulated other comprehensive loss, beginning balance | ($62,515) | ($114,667) |
Other comprehensive income before reclassifications | -816 | -15,539 |
Reclassified to earnings from accumulated other comprehensive loss | 3,720 | 9,590 |
Accumulated other comprehensive loss, ending balance | -59,611 | -120,616 |
Gains/Losses on Cash Flow Hedges | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Accumulated other comprehensive loss, beginning balance | -11,416 | -4,100 |
Other comprehensive income before reclassifications | -816 | -15,539 |
Reclassified to earnings from accumulated other comprehensive loss | 3,430 | 7,894 |
Accumulated other comprehensive loss, ending balance | -8,802 | -11,745 |
Defined Benefit Pension Plan Items | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Accumulated other comprehensive loss, beginning balance | -51,099 | -110,567 |
Reclassified to earnings from accumulated other comprehensive loss | 290 | 1,696 |
Accumulated other comprehensive loss, ending balance | ($50,809) | ($108,871) |
Acquisitions_Modesto_acquisiti
Acquisitions (Modesto acquisition) - Additional Information (Detail) (USD $) | 6 Months Ended | 1 Months Ended | |
Jul. 13, 2013 | Jul. 27, 2013 | Jul. 27, 2013 | |
Modesto | Modesto | ||
DSD segment | |||
Business Acquisition [Line Items] | ' | ' | ' |
Business acquisition | $18,000,000 | $10,300,000 | ' |
Goodwill acquired | ' | ' | $4,200,000 |
Acquisitions_Acquired_Hostess_
Acquisitions (Acquired Hostess Bread Assets) - Additional Information (Detail) (USD $) | 6 Months Ended | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Jul. 13, 2013 | Jul. 19, 2013 | Jul. 12, 2014 | Oct. 05, 2013 | Apr. 19, 2014 | Jul. 12, 2014 | Dec. 28, 2013 | Jan. 11, 2013 | Jan. 11, 2013 | Jul. 13, 2013 | Jul. 13, 2013 | Dec. 28, 2013 | Jan. 11, 2013 | Jan. 11, 2013 | Jul. 19, 2013 | |
Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | ||
Agreement Two | Agreement Two | Agreement Two | Agreement Two | Bakeries | Depots | Depots | |||||||||
Facility | Facility | Number of depots purchased included in the original bid | |||||||||||||
Facility | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of assets acquired in acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | 38 | 36 |
Bid price to purchase assets | ' | ' | ' | ' | ' | ' | ' | $360,000,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition | 18,000,000 | 355,300,000 | ' | ' | ' | 355,342,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on legal settlement | ' | ' | ' | 1,400,000 | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,700,000 | 10,300,000 | 16,000,000 | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' |
Breakup fee received for unsuccessful bid | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' |
Sales related to acquisition | ' | ' | ' | ' | ' | ' | 26,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of spare parts | ' | ' | $100,000 | ' | $2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule_of_Identified_Assets_
Schedule of Identified Assets Acquired and Liabilities Assumed (Detail) (USD $) | 6 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
In Thousands, unless otherwise specified | Jul. 13, 2013 | Jul. 12, 2014 | Dec. 28, 2013 | Feb. 23, 2013 | Feb. 23, 2013 | Oct. 05, 2013 | Feb. 23, 2013 | Feb. 23, 2013 | Feb. 23, 2013 | Jul. 19, 2013 | Oct. 05, 2013 | Jul. 12, 2014 | Jul. 12, 2014 |
Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | Acquired Hostess Bread Asset | |||||
Distribution Rights | Trademarks | Customer Relationships | Trademarks | ||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Identifiable intangible assets | ' | ' | ' | ' | ' | ' | $25,790 | $79,500 | $12,000 | ' | ' | ' | $189,000 |
Deferred income taxes, net | ' | ' | ' | ' | -31,345 | -800 | ' | ' | ' | ' | ' | ' | ' |
Financial assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,988 | ' |
Net recognized amounts of identifiable assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 353,702 | ' |
Gain on legal settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,400 | -1,400 | ' |
Net recognized amounts of identifiable assets acquired | ' | ' | ' | ' | 92,421 | ' | ' | ' | ' | ' | ' | 352,302 | ' |
Goodwill | ' | 277,402 | 282,404 | ' | ' | ' | ' | ' | ' | ' | ' | 3,040 | ' |
Bargain purchase gain | 50,071 | ' | ' | ' | 50,071 | 1,200 | ' | ' | ' | ' | ' | ' | ' |
Cash consideration transferred | 18,000 | ' | ' | ' | 49,950 | ' | ' | ' | ' | 355,300 | ' | 355,342 | ' |
Contingently refundable consideration (the "holdback") | ' | ' | ' | -10,000 | -7,600 | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration, net | ' | ' | ' | ' | 42,350 | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant, and equipment | ' | ' | ' | ' | $6,476 | ' | ' | ' | ' | ' | ' | $159,714 | ' |
Acquisitions_Sara_Lee_Californ
Acquisitions (Sara Lee California and Earthgrains acquisition of trademark licenses) - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | ||||||
Feb. 23, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | Feb. 23, 2013 | Feb. 23, 2013 | Dec. 28, 2013 | Oct. 05, 2013 | Jul. 13, 2013 | Apr. 20, 2013 | Apr. 19, 2014 | Jul. 12, 2014 | Dec. 28, 2013 | Aug. 17, 2014 | Oct. 05, 2013 | |
Maximum | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | Sara Lee and Earthgrains acquisition of trademark licenses | ||||
Scenario, Forecast | Distribution Rights | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition | ' | ' | $18,000,000 | ' | $49,950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets amortization period | '21 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of spare parts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 |
Bargain purchase gain | ' | ' | 50,071,000 | ' | 50,071,000 | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' |
Deferred income taxes, net | ' | ' | ' | ' | 31,345,000 | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' |
Holdback | 10,000,000 | ' | ' | ' | 7,600,000 | ' | ' | ' | ' | ' | ' | ' | 7,600,000 | ' |
Holdback amount available | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Co-pack arrangement period | ' | ' | ' | '18 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receipt from holdback | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' |
Reduction in holdback | ' | ' | ' | ' | ' | 100,000 | ' | 0 | 0 | ' | ' | ' | ' | ' |
Final delivery date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14-Feb-14 | ' | ' | ' |
Acquisition-related costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' |
Sales related to acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $79,700,000 | ' | ' |
Summary_of_Potential_Payment_o
Summary of Potential Payment of Holdback Amount (Detail) (USD $) | Feb. 23, 2013 | 19-May-14 | Feb. 18, 2014 | Nov. 20, 2013 | 19-May-14 | Feb. 18, 2014 | Nov. 20, 2013 | Aug. 17, 2014 |
In Thousands, unless otherwise specified | Co-pack decision | Co-pack decision | Co-pack decision | Bakery decision | Bakery decision | Bakery decision | Scenario, Forecast | |
Bakery decision | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Potential payment holdback amount | $10,000 | $5,000 | $7,500 | $10,000 | $7,500 | $10,000 | $10,000 | $5,000 |
Pro_Forma_Consolidated_Results
Pro Forma Consolidated Results of Operations (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 |
Acquisition [Abstract] | ' | ' | ' | ' |
Sales, As reported | $877,378 | $898,153 | $2,037,138 | $2,028,963 |
Sales, Pro forma | ' | 898,153 | ' | 2,028,963 |
Net income, As reported | 42,064 | 46,460 | 103,130 | 158,486 |
Net income, Pro forma | ' | $44,273 | ' | $153,199 |
Basic net income per common share, As reported | $0.20 | $0.22 | $0.49 | $0.76 |
Basic net income per common share, Pro forma | ' | $0.21 | ' | $0.74 |
Diluted net income per common share, As reported | $0.20 | $0.22 | $0.48 | $0.75 |
Diluted net income per common share, Pro forma | ' | $0.21 | ' | $0.72 |
Summary_of_Goodwill_and_Other_
Summary of Goodwill and Other Intangible Assets (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Goodwill | $277,402 | $282,404 |
Amortizable intangible assets, net of amortization | 195,374 | 201,710 |
Indefinite-lived intangible assets | 455,000 | 455,000 |
Total goodwill and other intangible assets | $927,776 | $939,114 |
Carrying_Amount_of_Goodwill_by
Carrying Amount of Goodwill by Segment (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 12, 2014 | Jul. 12, 2014 | Jul. 12, 2014 | Dec. 28, 2013 |
DSD segment | Warehouse segment | Warehouse segment | |||
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Beginning balance | ' | $282,404 | $277,927 | $4,477 | $4,477 |
Goodwill impairment (Note 16) | -2,624 | -2,624 | -2,624 | ' | ' |
Change in goodwill due to acquisition fair value assessment (Note 4) | ' | -2,378 | -2,378 | ' | ' |
Ending Balance | $277,402 | $277,402 | $272,925 | $4,477 | $4,477 |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 | Apr. 19, 2014 | Jul. 12, 2014 | Dec. 28, 2013 |
DSD segment | Trademarks | Trademarks | |||
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' | ' |
Change in Goodwill | ' | ' | $2,600,000 | ' | ' |
Additional indefinite lived intangible assets separately identified from goodwill | $455,000,000 | $455,000,000 | ' | $455,000,000 | $455,000,000 |
Amortizable_Intangible_Assets_
Amortizable Intangible Assets (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $251,095 | $251,095 |
Accumulated Amortization | 55,721 | 49,385 |
Net Value | 195,374 | 201,710 |
Trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 71,727 | 71,727 |
Accumulated Amortization | 13,010 | 11,697 |
Net Value | 58,717 | 60,030 |
Customer Relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 169,921 | 169,921 |
Accumulated Amortization | 37,240 | 32,688 |
Net Value | 132,681 | 137,233 |
Noncompete Agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 4,274 | 4,274 |
Accumulated Amortization | 3,074 | 2,751 |
Net Value | 1,200 | 1,523 |
Distribution Rights | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 4,123 | 4,123 |
Accumulated Amortization | 1,347 | 1,199 |
Net Value | 2,776 | 2,924 |
Supply Agreement | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 1,050 | 1,050 |
Accumulated Amortization | $1,050 | $1,050 |
Aggregate_Amortization_Expense
Aggregate Amortization Expense (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 |
Finite Lived Intangible Assets Amortization Expense [Line Items] | ' | ' | ' | ' |
Amortization Expense | $2,716 | $2,881 | $6,336 | $6,287 |
Estimated_Net_Amortization_of_
Estimated Net Amortization of Intangibles (Detail) (USD $) | Jul. 12, 2014 |
In Thousands, unless otherwise specified | |
Schedule Of Estimated Future Amortization Expense [Line Items] | ' |
Remainder of 2014 | $5,387 |
2015 | 11,478 |
2016 | 11,052 |
2017 | 10,580 |
2018 | $10,432 |
Recovered_Sheet1
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 6 Months Ended | 6 Months Ended | |||
Jul. 12, 2014 | Dec. 28, 2013 | Jul. 12, 2014 | Mar. 28, 2012 | Jul. 12, 2014 | |
Distributor | 4.375% Senior Notes | 4.375% Senior Notes | Maximum | ||
Fair Value Disclosures [Line Items] | ' | ' | ' | ' | ' |
Number of independent distributors | 3,600 | ' | ' | ' | ' |
Financing period of territories, years | ' | ' | ' | ' | '10 years |
Notes bearing interest rate | ' | ' | 4.38% | 4.38% | ' |
Long term debt carrying value | $399,258,000 | $399,207,000 | ' | ' | ' |
Debt Obligations | ' | ' | $419,600,000 | ' | ' |
Interest_Income_for_Distributo
Interest Income for Distributor Notes Receivable (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Interest income | $4,760 | $3,491 | $10,712 | $7,755 |
Carrying_Value_of_Distributor_
Carrying Value of Distributor Notes (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Of Financial Instruments [Abstract] | ' | ' |
Distributor notes receivable | $175,811 | $161,560 |
Current portion of distributor notes receivable recorded in accounts and notes receivable, net | 19,725 | 18,715 |
Long-term portion of distributor notes receivable | $156,086 | $142,845 |
Recovered_Sheet2
Derivative Financial Instruments - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 1 Months Ended | |||
In Millions, unless otherwise specified | Jul. 17, 2013 | Jul. 12, 2014 | Mar. 28, 2012 | Jul. 12, 2014 | Jul. 12, 2014 | Dec. 28, 2013 |
4.375% Senior Notes | 4.375% Senior Notes | Other Current Assets | Other Current Assets | |||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' | ' |
Commodity derivatives fair value, net | ' | ($14.60) | ' | ' | ' | ' |
Notes bearing interest rate | ' | ' | 4.38% | 4.38% | ' | ' |
Debt instrument term | '2 years | ' | '10 years | ' | ' | ' |
Cash settlement on hedge | ' | 3.1 | ' | ' | ' | ' |
Derivative instrument, asset | ' | ' | ' | ' | $18.90 | $16.90 |
Net_Fair_Value_of_Commodity_Pr
Net Fair Value of Commodity Price Risk (Detail) (USD $) | Jul. 12, 2014 |
In Millions, unless otherwise specified | |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | ($14.60) |
Net Fair Value | -14.6 |
Other Current Liabilities | ' |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | -12.8 |
Other LongTerm Liabilities | ' |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | -1.8 |
Level 1 | ' |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | -14.1 |
Net Fair Value | -14.1 |
Level 1 | Other Current Liabilities | ' |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | -12.6 |
Level 1 | Other LongTerm Liabilities | ' |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | -1.5 |
Level 2 | ' |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | -0.5 |
Net Fair Value | -0.5 |
Level 2 | Other Current Liabilities | ' |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | -0.2 |
Level 2 | Other LongTerm Liabilities | ' |
Derivatives, Fair Value [Line Items] | ' |
Liabilities | ($0.30) |
Derivative_Instruments_Located
Derivative Instruments Located on Condensed Consolidated Balance Sheet (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Assets | ' | $162 |
Derivative Liabilities | 14,628 | 11,720 |
Commodity Contract | Other Current Liabilities | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Liabilities | 12,791 | 10,625 |
Commodity Contract | Other LongTerm Liabilities | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Liabilities | 1,837 | 1,095 |
Commodity Contract | Other Current Assets | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Assets | ' | $162 |
Effect_of_Derivative_Instrumen
Effect of Derivative Instruments Located on the Condensed Consolidated Statements of Income, Utilized for Risk Management Purposes (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | ($16,166) | [1] | ($6,918) | [1] | ($816) | [1] | ($15,539) | [1] |
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | -406 | [1] | -6,887 | [1] | -3,430 | [1] | -7,894 | [1] |
Interest Rate Contracts | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | 35 | [1] | 29 | [1] | 83 | [1] | -267 | [1] |
Interest Rate Contracts | Interest Expense (Income) | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | ' | -155 | [1] | ' | -489 | [1] | ||
Commodity Contract | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | -16,201 | [1] | -6,947 | [1] | -899 | [1] | -15,272 | [1] |
Commodity Contract | Production Costs | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | ($406) | [1],[2] | ($6,732) | [1],[2] | ($3,430) | [1],[2] | ($7,405) | [1],[2] |
[1] | Amounts in parentheses indicate debits to determine net income. | |||||||
[2] | Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). |
Recovered_Sheet3
Accumulated Other Comprehensive Loss (Income) Related to Derivative Transactions (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | |||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ($16,166,000) | [1] | ($6,918,000) | [1] | ($816,000) | [1] | ($15,539,000) | [1] |
Closed or Expiring Over Next Three Years | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 8,800,000 | ' | ||||
Closed or Expiring Over Next Three Years | Closed Contracts | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Estimated amount of derivatives to be reclassified in income from AOCI | ' | ' | -200,000 | ' | ||||
Closed or Expiring Over Next Three Years | Expiring in 2013 | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 3,100,000 | ' | ||||
Closed or Expiring Over Next Three Years | Expiring in 2014 | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 5,800,000 | ' | ||||
Closed or Expiring Over Next Three Years | Expiring in 2015 | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 100,000 | ' | ||||
Commodity price risk derivatives | Closed or Expiring Over Next Three Years | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 7,600,000 | ' | ||||
Commodity price risk derivatives | Closed or Expiring Over Next Three Years | Closed Contracts | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Estimated amount of derivatives to be reclassified in income from AOCI | ' | ' | -1,400,000 | ' | ||||
Commodity price risk derivatives | Closed or Expiring Over Next Three Years | Expiring in 2013 | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 3,100,000 | ' | ||||
Commodity price risk derivatives | Closed or Expiring Over Next Three Years | Expiring in 2014 | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 5,800,000 | ' | ||||
Commodity price risk derivatives | Closed or Expiring Over Next Three Years | Expiring in 2015 | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 100,000 | ' | ||||
Interest rate risk derivatives | Closed or Expiring Over Next Three Years | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | ' | ' | 1,200,000 | ' | ||||
Interest rate risk derivatives | Closed or Expiring Over Next Three Years | Closed Contracts | ' | ' | ' | ' | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ||||
Estimated amount of derivatives to be reclassified in income from AOCI | ' | ' | $1,200,000 | ' | ||||
[1] | Amounts in parentheses indicate debits to determine net income. |
Financial_Contracts_Hedging_Co
Financial Contracts Hedging Commodity and Interest Rate Risk (Detail) (Cash Flow Hedging, USD $) | Jul. 12, 2014 |
In Millions, unless otherwise specified | |
Derivative Instruments, Gain (Loss) [Line Items] | ' |
Notional amount of interest rate swap | $205.10 |
Wheat Contracts | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' |
Notional amount of interest rate swap | 161.9 |
Soybean Oil Contracts | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' |
Notional amount of interest rate swap | 28.2 |
Natural Gas Contracts | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' |
Notional amount of interest rate swap | $15 |
Long_Term_Debt_and_Capital_Lea
Long Term Debt and Capital Leases (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Unsecured credit facility | $19,800 | $44,200 |
4.375% senior notes due 2022 | 399,258 | 399,207 |
Accounts receivable securtization | 90,000 | 150,000 |
Capital lease obligations | 13,509 | 15,649 |
Other notes payable | 18,496 | 18,444 |
Total debt | 826,063 | 923,750 |
Current maturities of long-term debt and capital lease obligations | 34,272 | 31,272 |
Total long-term debt and capital lease obligations | 791,791 | 892,478 |
New Term Loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Unsecured term loan | $285,000 | $296,250 |
Long_Term_Debt_and_Capital_Lea1
Long Term Debt and Capital Leases (Parenthetical) (Detail) (4.375% Senior Notes) | 6 Months Ended | |
Jul. 12, 2014 | Mar. 28, 2012 | |
4.375% Senior Notes | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes bearing interest rate | 4.38% | 4.38% |
Senior notes due year | 1-Apr-22 | ' |
Debt_Lease_and_Other_Commitmen
Debt, Lease and Other Commitments - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||||||||
Jul. 17, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | Dec. 28, 2013 | Apr. 05, 2013 | Jul. 12, 2014 | Dec. 28, 2013 | Apr. 05, 2013 | Jul. 12, 2014 | Jul. 12, 2014 | Apr. 05, 2013 | Jul. 12, 2014 | Apr. 05, 2013 | Jul. 12, 2014 | Apr. 05, 2013 | Jul. 12, 2014 | Apr. 05, 2013 | Jul. 12, 2014 | Apr. 05, 2013 | Jul. 12, 2014 | Apr. 05, 2013 | Jul. 12, 2014 | Apr. 05, 2013 | Apr. 03, 2012 | Jul. 12, 2014 | Apr. 03, 2012 | Apr. 03, 2012 | Mar. 28, 2012 | Jul. 12, 2014 | Jul. 12, 2014 | Jul. 12, 2014 | Dec. 28, 2013 | Jul. 12, 2014 | Jul. 17, 2013 | Jul. 12, 2014 | |
New Credit Facility | New Credit Facility | New Credit Facility | New Term Loan | New Term Loan | Minimum | Minimum | Maximum | Maximum | Letter of Credit | Federal Funds Rate | Base Rate Loans | Base Rate Loans | Base Rate Loans | Base Rate Loans | Eurodollar Loans | Eurodollar Loans | Eurodollar Loans | Eurodollar Loans | Debt Issuance Costs | Debt Issuance Costs | Debt Issuance Costs | Debt Issuance Costs | 4.375% Senior Notes | 4.375% Senior Notes | Redeemable Senior Notes | Standby Letters of Credit | Standby Letters of Credit | Secured Debt | Secured Debt | Revolving Credit Facility | |||||
New Credit Facility | New Credit Facility | New Credit Facility | Minimum | Minimum | Maximum | Maximum | Minimum | Minimum | Maximum | Maximum | Prior To January First Two Thousand And Twenty Two | Change Of Control Triggering Event | |||||||||||||||||||||||
New Credit Facility | New Credit Facility | New Credit Facility | New Credit Facility | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bank overdraft balance | ' | $17,600,000 | ' | $16,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility outstanding daily balance during period | ' | 19,800,000 | ' | 44,200,000 | ' | 19,800,000 | 44,200,000 | ' | ' | 0 | ' | 62,100,000 | ' | 464,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,400,000 | 15,500,000 | ' | ' | ' |
Debt instrument face amount | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | 400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' |
Debt instrument term | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable securitization | ' | 90,000,000 | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument covenant compliance | ' | 'As of July 12, 2014 and December 28, 2013, the company was in compliance with all restrictive financial covenants under the facility. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.40% | 0.00% | 0.00% | 1.25% | 0.95% | 1.00% | 0.95% | 2.25% | 1.95% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.70% | ' | ' |
Unused borrowing fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' |
Financing cost | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' |
Loan agreement first amendment date | ' | ' | ' | ' | ' | ' | ' | 14-Feb-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional financing costs | ' | 564,000 | 1,351,000 | ' | 300,000 | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment Fee Basis Points | ' | ' | ' | ' | ' | 0.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | ' | ' | 700,000,000 | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price to redeem notes as a percentage of principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Variable interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Apr-22 | 1-Jan-22 | ' | ' | ' | ' | ' |
Notes bearing interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.38% | 4.38% | ' | ' | ' | ' | ' | ' |
Discount on notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, amount available | ' | 15,400,000 | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, additional borrowing capacity | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum interest rate in addition to interbank Eurodollar market rate | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility fee range | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.05% | ' | 0.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing costs | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 649,200,000 |
Line of credit facility, repaid borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $673,600,000 |
All_Outstanding_Principal_of_N
All Outstanding Principal of New Term Loan is Due and Payable on Fifth Anniversary of Draw Date (Detail) (New Term Loan) | 1 Months Ended |
Apr. 05, 2013 | |
New Term Loan | ' |
Schedule Of Debt Instruments [Line Items] | ' |
1 | 5.00% |
2 | 10.00% |
3 | 10.00% |
4 | 35.00% |
5 | 40.00% |
Aggregate_Maturities_of_Debt_O
Aggregate Maturities of Debt Outstanding (Including Capital Leases) (Detail) (USD $) | Jul. 12, 2014 |
In Thousands, unless otherwise specified | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | ' |
2014 | $17,728 |
2015 | 122,735 |
2016 | 72,632 |
2017 | 120,085 |
2018 | 87,307 |
2019 | 7,888 |
2020 and thereafter | 400,000 |
Total | $828,375 |
Variable_Interest_Entities_Add
Variable Interest Entities - Additional Information (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Variable Interest Entity [Line Items] | ' | ' |
Property, plant and equipment, net | $824,302 | $867,004 |
VIE | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Property, plant and equipment, net | $13,400 | $15,400 |
Basic_and_Diluted_Earnings_per
Basic and Diluted Earnings per Common Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income | $42,064 | $46,460 | $103,130 | $158,486 |
Basic weighted average shares outstanding for common stock | 209,639 | 207,837 | 209,354 | 207,455 |
Basic earnings per common share | $0.20 | $0.22 | $0.49 | $0.76 |
Basic weighted average shares outstanding for common stock | 209,639 | 207,837 | 209,354 | 207,455 |
Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock | 3,280 | 4,055 | 3,552 | 3,989 |
Diluted weighted average shares outstanding for common stock | 212,919 | 211,892 | 212,906 | 211,444 |
Diluted earnings per common share | $0.20 | $0.22 | $0.48 | $0.75 |
Shares_Not_Included_in_Diluted
Shares Not Included in Diluted Earning per Share Computation (Detail) | 6 Months Ended |
In Thousands, unless otherwise specified | Jul. 13, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Anti-dilutive shares of common stock | 113 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (Omnibus Plan) | 1 Months Ended |
21-May-14 | |
Omnibus Plan | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Additional awards that will be issued under the EPIP | 0 |
Awards granted, authorized amount | 8,000,000 |
Stock_Option_Activity_Detail
Stock Option Activity (Detail) (Stock Option, USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jul. 12, 2014 |
Stock Option | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options, Outstanding at beginning of period | 8,112,000 |
Options, Exercised | -635,000 |
Options, Outstanding at end of period | 7,477,000 |
Options, Exercisable at end of period | 7,477,000 |
Weighted Average Exercise Price, Outstanding at beginning of period | $10.89 |
Weighted Average Exercise Price, Exercised | $10.85 |
Weighted Average Exercise Price, Outstanding at end of period | $10.90 |
Weighted Average Exercise Price, Exercisable at end of period | $10.90 |
Weighted Average Remaining Contractual Term (Years), Outstanding at end of period | '2 years 5 months 9 days |
Weighted Average Remaining Contractual Term (Years), Exercisable at end of period | '2 years 5 months 9 days |
Aggregate Intrinsic Value, Outstanding at end of period | $74,714 |
Aggregate Intrinsic Value, Exercisable at end of period | $74,714 |
Cash_Received_Windfall_Tax_Ben
Cash Received, Windfall Tax Benefit, and Intrinsic Value from Stock Option Exercises (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 |
Stock Based Compensation [Abstract] | ' | ' |
Cash received from option exercises | $6,888 | $9,289 |
Cash tax windfall benefit, net | 1,799 | 3,740 |
Intrinsic value of stock options exercised | $6,234 | $12,067 |
StockBased_Compensation_Perfor
Stock-Based Compensation (Performance-Contingent Total Shareholder Return Shares) - Additional Information (Detail) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | 8.1 | ' |
Expected weighted-average period to recognize compensation cost (years) | '1 year 3 months 18 days | ' |
Performance Contingent Total Shareholder Return Shares | Performance contingent Awards 2013 and 2014 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Vesting period | '2 years | '2 years |
Total Shareholders Return | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based payment award, fair value assumptions, method used | 'Inputs into the model included the following for the company and comparator companies (i) TSR from the beginning of the performance cycle through the measurement date; (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the comparator companies' TSR. The inputs are based on historical capital market data. | ' |
Performance_Contingent_Total_S
Performance Contingent Total Shareholder Return Shares (Detail) (Total Shareholders Return) | 6 Months Ended |
Jul. 12, 2014 | |
90th Percentile | ' |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | ' |
Percentile | 90.00% |
Payout as % of Target | 200.00% |
70th Percentile | ' |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | ' |
Percentile | 70.00% |
Payout as % of Target | 150.00% |
50th Percentile | ' |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | ' |
Percentile | 50.00% |
Payout as % of Target | 100.00% |
30th Percentile | ' |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | ' |
Percentile | 30.00% |
Payout as % of Target | 50.00% |
Below 30th Percentile | ' |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | ' |
Percentile | 30.00% |
Payout as % of Target | 0.00% |
Performance_Contingent_TSR_Sha
Performance Contingent TSR Shares (Detail) (Total Shareholders Return, USD $) | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jul. 12, 2014 |
Grant Date January First Twenty Fourteen | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares granted | 366 |
Assumed vesting date | 1-Mar-16 |
Fair value per share | $23.97 |
Grant Date January First Twenty Thirteen | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares granted | 414 |
Assumed vesting date | 1-Mar-15 |
Fair value per share | $17.22 |
StockBased_Compensation_Perfor1
Stock-Based Compensation (Performance-Contingent Return on Invested Capital Shares) - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jul. 12, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | $8.10 |
Expected weighted-average period to recognize compensation cost (years) | '1 year 3 months 18 days |
Return On Invested Capital | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of payout | 0.00% |
Return On Invested Capital | Range One | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of payout, ROIC above WACC | 1.75% |
Return On Invested Capital | Range Two | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of payout, ROIC above WACC | 3.75% |
Return On Invested Capital | Range Three | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of payout, ROIC above WACC | 4.75% |
Minimum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Return on investment target over the two fiscal years immediately preceding the vesting date | 1.75% |
Percentage of shares that can be earned | 0.00% |
Maximum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Return on investment target over the two fiscal years immediately preceding the vesting date | 4.75% |
Percentage of shares that can be earned | 125.00% |
Weighted Average Cost of Capital | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of payout | 1.75% |
Weighted Average Cost of Capital | Range One | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of payout, ROIC above WACC | 50.00% |
Weighted Average Cost of Capital | Range Two | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of payout, ROIC above WACC | 100.00% |
Weighted Average Cost of Capital | Range Three | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of payout, ROIC above WACC | 125.00% |
2012 awards | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percentage of actual ROI attainment | 125.00% |
Performance Contingent Total Shareholder Return Shares | Performance contingent Awards 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Vesting period | '2 years |
Performance Contingent Return On Invested Capital Shares | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | $7.70 |
Expected weighted-average period to recognize compensation cost (years) | '1 year 3 months 18 days |
Performance_Contingent_ROIC_Sh
Performance Contingent ROIC Shares (Detail) (Return On Invested Capital, USD $) | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jul. 12, 2014 |
Grant Date January First Twenty Fourteen | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares granted | 366 |
Vesting date | 1-Mar-16 |
Fair value per share | $21.47 |
Grant Date January First Twenty Thirteen | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares granted | 414 |
Vesting date | 1-Mar-15 |
Fair value per share | $15.51 |
StockBased_Compensation_Perfor2
Stock-Based Compensation (Performance-Contingent Restricted Stock) - Additional Information (Detail) (USD $) | 6 Months Ended |
Jul. 12, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Dividends paid on vested performance-contingent restricted stock awards | $609,000 |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | 8,100,000 |
Expected weighted-average period to recognize compensation cost (years) | '1 year 3 months 18 days |
Performance Contingent Restricted Stock | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Dividends paid on vested performance-contingent restricted stock awards | 400,000 |
Award vesting tax windfall | 2,700,000 |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | 15,900,000 |
Total fair value of shares vested | 13,600,000 |
Total share holder return | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Additional common shares issued | 50,939 |
Expected weighted-average period to recognize compensation cost (years) | '1 year 3 months 18 days |
Performance Contingent Total Shareholder Return Shares | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Maximum percentage of change in grant | 195.00% |
Performance Contingent Total Shareholder Return Shares | Total share holder return | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Additional common shares issued | 193,756 |
Performance Contingent Return On Invested Capital Shares | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Maximum percentage of change in grant | 125.00% |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | $7,700,000 |
Expected weighted-average period to recognize compensation cost (years) | '1 year 3 months 18 days |
PerformanceContingent_Restrict
Performance-Contingent Restricted Stock Activity (Detail) (Performance Contingent Restricted Stock, USD $) | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jul. 12, 2014 |
Number of Shares | ' |
Number of Shares, Balance at beginning of period | 1,229 |
Number of Shares, Initial 2014 grant | 732 |
Number of Shares, 2012 Vested | -653 |
Number of Shares, Forfeited | -32 |
Number of shares, Balance at end of period | 1,521 |
Weighted Average Grant Date Fair Value | ' |
Weighted Average Fair Value, Balance at beginning of period | $15.88 |
Weighted Average Grant Date Fair Value, Initial 2014 grant | $22.72 |
Weighted Average Grant Date Fair Value, 2012 Vested | $15.03 |
Weighted Average Grant Date Fair Value, Forfeited | $19.42 |
Weighted Average Fair Value, Balance at end of period | $19.35 |
Performance Contingent Return On Invested Capital Shares | ' |
Number of Shares | ' |
Incremental shares issued | 51 |
Weighted Average Grant Date Fair Value | ' |
Weighted Average Grant Date Fair Value, Incremental shares issued | $14.37 |
Performance Contingent Total Shareholder Return Shares | ' |
Number of Shares | ' |
Incremental shares issued | 194 |
Weighted Average Grant Date Fair Value | ' |
Weighted Average Grant Date Fair Value, Incremental shares issued | $15.45 |
StockBased_Compensation_Deferr
Stock-Based Compensation (Deferred and Restricted Stock) - Additional Information (Detail) (USD $) | 6 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jul. 12, 2014 | 31-May-13 | Jul. 12, 2014 | Jul. 12, 2014 | Jul. 12, 2014 | Jul. 12, 2014 | 31-May-13 | Jul. 12, 2014 |
Chief Executive Officer | Deferred Stock | Deferred Stock | Deferred Stock | Deferred Stock | Restricted Stock Award | Deferred Stock Activity | ||
Non Employee Directors | Non Employee Directors | Minimum | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred shares distributed | ' | ' | 18,330 | ' | ' | ' | ' | ' |
Retainers conversion into deferred shares | ' | ' | 130.00% | ' | ' | ' | ' | ' |
Vesting period | ' | ' | '1 year | ' | '1 year | '2 years | ' | ' |
Aggregate shares converted | ' | ' | 36,425 | 60,300 | ' | ' | ' | ' |
Restricted stock award | ' | $1.30 | ' | ' | ' | ' | ' | ' |
Restricted shares issued | ' | 58,500 | ' | ' | ' | ' | ' | ' |
Restricted shares per share | ' | ' | ' | ' | ' | ' | $22.25 | ' |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | 8.1 | ' | ' | ' | ' | ' | ' | 2.5 |
Expected weighted-average period to recognize compensation cost (years) | '1 year 3 months 18 days | ' | ' | ' | ' | ' | ' | '1 year 7 months 28 days |
Award vesting tax windfall | ' | ' | ' | ' | ' | ' | ' | $0.60 |
Deferred_and_Restricted_Stock_
Deferred and Restricted Stock Activity (Detail) (Deferred Stock Activity, USD $) | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jul. 12, 2014 |
Deferred Stock Activity | ' |
Number of Shares | ' |
Number of Shares, Balance at beginning of period | 177 |
Deferred stock granted | 97 |
Deferred stock vested | -78 |
Number of shares, Balance at end of period | 196 |
Weighted Average Fair Value | ' |
Weighted Average Fair Value, Balance at beginning of period | $18.92 |
Weighted Average Fair Value, stock grant | $20.47 |
Weighted Average Fair Value, stock vested | $19.06 |
Weighted Average Fair Value, Balance at end of period | $19.87 |
Weighted Average Remaining Contractual Term (Years), Outstanding unvested at end of period | '1 year 7 months 28 days |
Aggregate intrinsic value | ' |
Aggregate Intrinsic Value, Outstanding unvested at end of period | $4,074 |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Appreciation Rights) - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, except Share data, unless otherwise specified | Jul. 12, 2014 |
Stock Appreciation Rights | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Vesting period | '1 year |
Exercisable period | '9 years |
Dividend yield | 2.20% |
Expected volatility | 22.00% |
Risk-free interest | 0.11% |
Stock Appreciation Rights | Minimum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Fair value of rights | 12.09 |
Expected life | '3 months |
Stock Appreciation Rights | Maximum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Fair value of rights | 14.51 |
Expected life | '1 year |
Stock Appreciation Rights (SARs) | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares exercised during the period, shares | 21,768 |
Shares exercised during the period, value | 0.3 |
Stock_Appreciation_Rights_Acti
Stock Appreciation Rights Activity (Detail) (Stock Appreciation Rights, USD $) | 6 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jul. 12, 2014 | Dec. 28, 2013 |
Stock Appreciation Rights | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of Shares, Balance at beginning of period | 141 | ' |
Deferred stock vested | -22 | ' |
Number of shares, Balance at end of period | 119 | ' |
Weighted Average Fair Value outstanding, at beginning of period | $7.26 | ' |
Weighted Average Fair Value, Rights exercised | $6.25 | ' |
Weighted Average Fair Value outstanding, at end of period | $7.44 | ' |
Outstanding unvested at beginning of period, Aggregate Liability | $1,591 | $1,982 |
Summary_of_Companys_Stock_Base
Summary of Company's Stock Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock based compensation | $4,991 | $3,614 | $10,474 | $9,690 |
Stock Option | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock based compensation | ' | 380 | 197 | 1,017 |
Performance Contingent Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock based compensation | 4,430 | 2,453 | 9,187 | 6,247 |
Deferred and restricted stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock based compensation | 519 | 422 | 1,181 | 876 |
Stock Appreciation Rights | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock based compensation | $42 | $359 | ($91) | $1,550 |
Summary_of_Companys_Balance_Sh
Summary of Company's Balance Sheet Related Pension and Other Postretirement Benefit Plan (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Post-Retirement Plans [Abstract] | ' | ' |
Current benefit liability | $1,301 | $1,301 |
Noncurrent benefit liability | 32,620 | 44,226 |
Accumulated other comprehensive loss, net of tax | $50,809 | $51,099 |
PostRetirement_Plans_Additiona
Post-Retirement Plans - Additional Information (Detail) (USD $) | 6 Months Ended | |
Jul. 12, 2014 | Jul. 13, 2013 | |
Pension and Other Postretirement Benefits Disclosure [Line Items] | ' | ' |
Pension contributions | $5,029,000 | $2,543,000 |
Expected pension income for fiscal 2014 | 7,800,000 | ' |
Total cost and employer contributions | $14,400,000 | $12,700,000 |
Components_of_Net_Periodic_Ben
Components of Net Periodic Benefit (Income) Cost (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 |
Net Periodic Pension Cost | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service cost | $148 | $163 | $345 | $381 |
Interest cost | 4,944 | 4,636 | 11,537 | 10,817 |
Expected return on plan assets | -7,804 | -6,618 | -18,209 | -15,443 |
Amortization of net (gain) loss | 444 | 1,425 | 1,036 | 3,326 |
Total net periodic benefit (income) cost | -2,268 | -394 | -5,291 | -919 |
Net Periodic Postretirement Benefit Cost | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service cost | 87 | 79 | 203 | 184 |
Interest cost | 103 | 88 | 240 | 205 |
Amortization of prior service (credit) cost | -108 | -60 | -252 | -139 |
Amortization of net (gain) loss | -133 | -184 | -311 | -430 |
Total net periodic benefit (income) cost | ($51) | ($77) | ($120) | ($180) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 6 Months Ended | |
Jul. 12, 2014 | Jul. 13, 2013 | |
Income Taxes [Line Items] | ' | ' |
Effective tax rate | 35.00% | 27.10% |
Income tax provision percentage | 8.00% | ' |
Information_Regarding_Operatio
Information Regarding Operations in Reportable Segments (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Sales | $877,378 | $898,153 | $2,037,138 | $2,028,963 | ||||
Depreciation and amortization | 29,907 | 25,743 | 69,199 | 59,932 | ||||
Income from operations | 65,381 | 74,850 | 163,582 | 224,805 | ||||
Interest expense | -6,494 | -6,191 | -15,618 | -15,010 | ||||
Interest income | 4,760 | 3,491 | 10,712 | 7,755 | ||||
Income before income taxes | 63,647 | 72,150 | 158,676 | 217,550 | ||||
Corporate, Non-Segment | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Depreciation and amortization | -104 | 132 | -252 | 311 | ||||
Income from operations | -10,492 | [1] | -16,750 | [1] | -23,182 | [1] | -36,694 | [1] |
DSD segment | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Sales | 759,249 | 764,638 | 1,755,117 | 1,711,068 | ||||
Sales | 740,951 | 740,709 | 1,709,916 | 1,663,471 | ||||
Depreciation and amortization | 26,487 | 22,082 | 61,271 | 51,234 | ||||
Income from operations | 62,413 | 75,933 | 159,195 | 227,429 | ||||
Warehouse segment | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Sales | 168,376 | 186,205 | 398,671 | 432,956 | ||||
Sales | 136,427 | 157,444 | 327,222 | 365,492 | ||||
Depreciation and amortization | 3,524 | 3,529 | 8,180 | 8,387 | ||||
Income from operations | 13,460 | 15,667 | 27,569 | 34,070 | ||||
Sales From Warehouse Delivery To DSD | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Sales | -31,949 | -28,761 | -71,449 | -67,464 | ||||
Sales From DSD Segment To Warehouse Delivery Segment | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Sales | ($18,298) | ($23,929) | ($45,201) | ($47,597) | ||||
[1] | Represents the company's corporate head office amounts and acquisition costs. |
Assets_by_Segment_Detail
Assets by Segment (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 | ||
In Thousands, unless otherwise specified | ||||
Assets: | ' | ' | ||
Assets | $2,484,087 | $2,504,014 | ||
Corporate, Non-Segment | ' | ' | ||
Assets: | ' | ' | ||
Assets | 122,289 | [1] | 124,214 | [1] |
DSD segment | ' | ' | ||
Assets: | ' | ' | ||
Assets | 2,152,236 | 2,163,606 | ||
Warehouse segment | ' | ' | ||
Assets: | ' | ' | ||
Assets | $209,562 | $216,194 | ||
[1] | Represents the company's corporate head office assets including primarily cash and cash equivalents, debt, deferred taxes, and deferred financing costs. |
Sales_by_Product_Category_in_E
Sales by Product Category in Each Reportable Segment (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 12, 2014 | Jul. 13, 2013 | Jul. 12, 2014 | Jul. 13, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | $877,378 | $898,153 | $2,037,138 | $2,028,963 |
DSD segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 740,951 | 740,709 | 1,709,916 | 1,663,471 |
Warehouse segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 136,427 | 157,444 | 327,222 | 365,492 |
Branded Retail | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 490,751 | 491,459 | 1,138,551 | 1,102,848 |
Branded Retail | DSD segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 460,163 | 457,349 | 1,067,606 | 1,022,439 |
Branded Retail | Warehouse segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 30,588 | 34,110 | 70,945 | 80,409 |
Store Branded Retail | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 147,932 | 160,450 | 337,298 | 353,644 |
Store Branded Retail | DSD segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 120,772 | 126,817 | 268,068 | 271,284 |
Store Branded Retail | Warehouse segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 27,160 | 33,633 | 69,230 | 82,360 |
Non-Retail and Other | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 238,695 | 246,244 | 561,289 | 572,471 |
Non-Retail and Other | DSD segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | 160,016 | 156,543 | 374,242 | 369,748 |
Non-Retail and Other | Warehouse segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales | $78,679 | $89,701 | $187,047 | $202,723 |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
Jul. 12, 2014 | Jul. 12, 2014 | |
Facility | ||
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Number of manufacturing segment | 1 | ' |
Carrying value of the assets held for sale | $7,500,000 | $7,500,000 |
Goodwill impairment loss | 2,624,000 | 2,624,000 |
Impairment loss of scrapped assets | $1,900,000 | ' |
Assets_Held_for_Sale_Detail
Assets Held for Sale (Detail) (USD $) | Jul. 12, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Total assets held for sale | $62,413 | $54,752 |
Distributor Territories | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Total assets held for sale | 19,755 | 26,564 |
Acquired Hostess Bread Assets Plants and Depots | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Total assets held for sale | 28,972 | 23,043 |
Disposal Group | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Total assets held for sale | 7,501 | ' |
Other | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' |
Total assets held for sale | $6,185 | $5,145 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event, Accounts Receivable Securitization Facility, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Aug. 07, 2014 | Aug. 07, 2014 |
Subsequent Event | Accounts Receivable Securitization Facility | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Maximum credit facility | ' | $200 |
Extension period of debt instrument term due to amendment | '1 year | ' |