Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 18, 2015 | Aug. 06, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 18, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | FLO | |
Entity Registrant Name | FLOWERS FOODS INC | |
Entity Central Index Key | 1,128,928 | |
Current Fiscal Year End Date | --01-02 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 210,184,183 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 46,544 | $ 7,523 |
Accounts and notes receivable, net of allowances of $2,960 and $2,723, respectively | 260,864 | 235,911 |
Inventories, net: | ||
Raw materials | 36,487 | 33,579 |
Packaging materials | 20,924 | 19,591 |
Finished goods | 41,600 | 39,930 |
Inventories, net | 99,011 | 93,100 |
Spare parts and supplies | 55,107 | 54,058 |
Deferred taxes | 25,696 | 26,823 |
Other | 29,110 | 43,148 |
Total current assets | 516,332 | 460,563 |
Property, plant and equipment, net: | ||
Property, plant and equipment, gross | 1,820,009 | 1,792,626 |
Less: accumulated depreciation | (1,042,536) | (985,168) |
Property, plant and equipment, net | 777,473 | 807,458 |
Notes receivable | 164,853 | 161,905 |
Assets held for sale | 30,748 | 39,108 |
Other assets | 11,577 | 12,011 |
Goodwill | 282,960 | 282,960 |
Other intangible assets, net | 643,684 | 644,969 |
Total assets | 2,427,627 | 2,408,974 |
Current liabilities: | ||
Current maturities of long-term debt and capital lease obligations | 34,180 | 34,496 |
Accounts payable | 171,612 | 142,643 |
Other accrued liabilities | 138,512 | 138,414 |
Total current liabilities | 344,304 | 315,553 |
Long-term debt: | ||
Total long-term debt and capital lease obligations | 659,094 | 728,940 |
Other liabilities: | ||
Post-retirement/post-employment obligations | 80,206 | 93,589 |
Deferred taxes | 102,832 | 94,153 |
Other long-term liabilities | 49,657 | 53,695 |
Total other long-term liabilities | 232,695 | 241,437 |
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 — 18,545,401 shares and 19,382,272 shares, respectively | (196,769) | (202,062) |
Capital in excess of par value | 617,560 | 613,859 |
Retained earnings | 863,036 | 809,068 |
Accumulated other comprehensive loss | (92,492) | (98,020) |
Total stockholders’ equity | 1,191,534 | 1,123,044 |
Total liabilities and stockholders’ equity | $ 2,427,627 | $ 2,408,974 |
Series A Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock, value | ||
Series B Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock, value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Accounts and notes receivable, allowances | $ 2,960 | $ 2,723 |
Common stock, par value | $ 0.01 | $ 0.001 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, shares issued | 228,729,585 | 228,729,585 |
Treasury stock, shares | 18,545,401 | 19,382,272 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 100 | $ 100 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 0 | 0 |
Series B 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 Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Income Statement [Abstract] | ||||
Sales | $ 888,795 | $ 872,791 | $ 2,034,840 | $ 2,026,708 |
Materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately below) | 457,253 | 458,019 | 1,043,169 | 1,053,896 |
Selling, distribution and administrative expenses | 318,758 | 314,995 | 742,532 | 735,542 |
Impairment of assets | 2,275 | 4,489 | 2,275 | 4,489 |
Depreciation and amortization | 30,468 | 29,907 | 70,285 | 69,199 |
Income from operations | 80,041 | 65,381 | 176,579 | 163,582 |
Interest expense | 5,998 | 6,494 | 14,357 | 15,618 |
Interest income | (5,138) | (4,760) | (11,915) | (10,712) |
Income before income taxes | 79,181 | 63,647 | 174,137 | 158,676 |
Income tax expense | 27,421 | 21,583 | 60,988 | 55,546 |
Net income | $ 51,760 | $ 42,064 | $ 113,149 | $ 103,130 |
Basic: | ||||
Net income per common share | $ 0.25 | $ 0.20 | $ 0.54 | $ 0.49 |
Weighted average shares outstanding | 210,334 | 209,639 | 210,093 | 209,354 |
Diluted: | ||||
Net income per common share | $ 0.24 | $ 0.20 | $ 0.53 | $ 0.48 |
Weighted average shares outstanding | 212,872 | 212,919 | 212,798 | 212,906 |
Cash dividends paid per common share | $ 0.1450 | $ 0.1200 | $ 0.2775 | $ 0.2325 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income | $ 51,760 | $ 42,064 | $ 113,149 | $ 103,130 | |
Pension and postretirement plans: | |||||
Amortization of prior service credit included in net income | (67) | (67) | (156) | (156) | |
Amortization of actuarial loss included in net income | 624 | 191 | 1,456 | 446 | |
Pension and postretirement plans, net of tax | 557 | 124 | 1,300 | 290 | |
Derivative instruments: | |||||
Net change in fair value of derivatives | [1] | 5,818 | (16,202) | 1,390 | (900) |
Loss reclassified to net income | 1,251 | 442 | 2,838 | 3,514 | |
Derivative instruments, net of tax | 7,069 | (15,760) | 4,228 | 2,614 | |
Other comprehensive income (loss), net of tax | 7,626 | (15,636) | 5,528 | 2,904 | |
Comprehensive income | $ 59,386 | $ 26,428 | $ 118,677 | $ 106,034 | |
[1] | Amounts in parentheses indicate debits to determine net income. |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Jul. 18, 2015 - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Balances at Jan. 03, 2015 | $ 1,123,044 | $ 199 | $ 613,859 | $ 809,068 | $ (98,020) | $ (202,062) |
Balances (in shares) at Jan. 03, 2015 | 228,729,585 | |||||
Balances, treasury shares at Jan. 03, 2015 | (19,382,272) | (19,382,272) | ||||
Net income | $ 113,149 | 113,149 | ||||
Derivative instruments, net of tax | 4,228 | 4,228 | ||||
Pension and postretirement plans, net of tax | 1,300 | 1,300 | ||||
Exercise of stock options (in shares) | 257,999 | |||||
Exercise of stock options | 2,795 | 79 | $ 2,716 | |||
Amortization of share-based compensation awards | 10,756 | 10,756 | ||||
Issuance of deferred compensation (in shares) | 5,995 | |||||
Issuance of deferred compensation | (132) | $ 132 | ||||
Income tax benefits related to share-based payment awards | 2,301 | 2,301 | ||||
Performance-contingent restricted stock awards issued (in shares) | 853,206 | |||||
Performance-contingent restricted stock awards issued (Note 12) | (8,899) | $ 8,899 | ||||
Issuance of deferred stock awards (in shares) | 38,070 | |||||
Issuance of deferred stock awards | (404) | $ 404 | ||||
Stock repurchases (in shares) | (318,399) | |||||
Stock repurchases | (6,858) | $ (6,858) | ||||
Dividends paid on vested share-based payment awards | (879) | (879) | ||||
Dividends paid | (58,302) | (58,302) | ||||
Balances at Jul. 18, 2015 | $ 1,191,534 | $ 199 | $ 617,560 | $ 863,036 | $ (92,492) | $ (196,769) |
Balances (in shares) at Jul. 18, 2015 | 228,729,585 | |||||
Balances, treasury shares at Jul. 18, 2015 | (18,545,401) | (18,545,401) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Statement Of Stockholders Equity [Abstract] | ||||
Dividends paid, per common share | $ 0.1450 | $ 0.1200 | $ 0.2775 | $ 0.2325 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 18, 2015 | Jul. 12, 2014 | |
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: | ||
Net income | $ 113,149 | $ 103,130 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Impairment of assets | 2,275 | 4,489 |
Stock-based compensation | 10,808 | 10,474 |
Loss reclassified from accumulated other comprehensive income to net income | 4,481 | 5,578 |
Depreciation and amortization | 70,285 | 69,199 |
Deferred income taxes | 6,346 | 8,913 |
Provision for inventory obsolescence | 678 | 754 |
Allowances for accounts receivable | 2,053 | 2,585 |
Pension and postretirement plans income | (3,275) | (5,411) |
Other | (1,256) | (1,453) |
Qualified pension plan contributions | (7,500) | (5,029) |
Changes in operating assets and liabilities, net of acquisitions and disposals: | ||
Accounts and notes receivable, net | (26,590) | (17,047) |
Inventories, net | (6,589) | 1,950 |
Hedging activities, net | 463 | (466) |
Other assets | 3,370 | (11,228) |
Accounts payable | 30,063 | (2,121) |
Other accrued liabilities | 17,173 | 8,594 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 215,934 | 172,911 |
CASH FLOWS PROVIDED BY (DISBURSED FOR) INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (40,573) | (45,008) |
Proceeds from sale of property, plant and equipment | 10,008 | 7,175 |
Repurchase of independent distributor territories | (11,428) | (12,772) |
Principal payments from notes receivable | 13,624 | 12,217 |
Contingently refundable consideration | 7,500 | |
Acquisition of intangible assets | (5,000) | |
NET CASH DISBURSED FOR INVESTING ACTIVITIES | (33,369) | (30,888) |
CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: | ||
Dividends paid, including dividends on share-based payment awards | (59,181) | (49,271) |
Exercise of stock options | 2,795 | 6,888 |
Excess windfall tax benefit related to share-based payment awards | 2,301 | 5,070 |
Payments for financing fees | (486) | (564) |
Stock repurchases | (6,858) | (9,459) |
Change in bank overdrafts | (14,115) | 1,252 |
Proceeds from debt borrowings | 401,000 | 679,200 |
Debt and capital lease obligation payments | (469,000) | (775,137) |
NET CASH DISBURSED FOR FINANCING ACTIVITIES | (143,544) | (142,021) |
Net increase in cash and cash equivalents | 39,021 | 2 |
Cash and cash equivalents at beginning of period | 7,523 | 8,530 |
Cash and cash equivalents at end of period | $ 46,544 | $ 8,532 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jul. 18, 2015 | |
Accounting Policies [Abstract] | |
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 weeks ended July 18, 2015 and July 12, 2014 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at January 3, 2015 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 January 3, 2015. 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 January 3, 2015. REPORTING PERIODS — The company operates on a 52-53 week fiscal year ending the Saturday nearest December 31. Fiscal 2015 consists of 52 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 25, 2015 (sixteen weeks), second quarter ended July 18, 2015 (twelve weeks), third quarter ending October 10, 2015 (twelve weeks) and fourth quarter ending January 2, 2016 (twelve 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) currently 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, Southwest, California and select markets in Nevada and the Midwest. 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 baking ingredient mix facility. 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 18, 2015 and July 12, 2014. Walmart is the only customer to account for greater than 10% of the company’s sales. For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 (% of Sales) (% of Sales) DSD Segment 17.2 16.9 17.0 16.8 Warehouse Segment 2.5 2.5 2.5 2.7 Total 19.7 19.4 19.5 19.5 Walmart/Sam’s Club is our only customer with a balance greater than 10% of outstanding trade receivables. Their percentage of trade receivables were 18.1% and 17.2%, on a consolidated basis, as of July 18, 2015 and January 3, 2015, respectively. No other customer accounted for greater than 10% of the company’s outstanding trade receivables. SIGNIFICANT ACCOUNTING POLICIES — There were no significant changes to our critical accounting policies for the quarter ended July 18, 2015 from those disclosed in the company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | 6 Months Ended |
Jul. 18, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
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. This guidance was originally effective January 1, 2017 the first day of our fiscal 2017. In July 2015, the FASB issued a deferral for one year making the effective date December 31, 2017, the first day of our fiscal 2018. Early application is permitted but not before January 1, 2017. The standard permits the use of either the modified retrospective or cumulative effect transition method. We are in the process of determining the effect this guidance will have on our Condensed Consolidated Financial Statements and which transition method we will apply. In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discount presentation. This guidance is effective for financial statements for fiscal years beginning after December 15, 2015, and interim periods within those years. This guidance is applied on a retrospective basis at adoption and the disclosures for a change in an accounting principle apply. Earlier application is permitted. Based on the balances as of July 18, 2015, the adoption of this guidance will require us to reclassify $4.2 million of unamortized debt issuance costs from other long term assets to long term debt. In April 2015, the FASB issued guidance to provide a practical expedient permitting applicable entities to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. This guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The company is still analyzing the potential impact of this guidance on the company’s Condensed Consolidated Financial Statements. In May 2015, the FASB issued guidance to remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. These disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. This guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. These are to be applied retrospectively to all periods presented. Earlier adoption is permitted. The company is still analyzing the potential impact of this guidance on the company’s Condensed Consolidated Financial Statements. In July 2015, the FASB issued guidance that entities should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. This guidance shall be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The company is still analyzing the potential impact of this guidance on the company’s Condensed Consolidated Financial Statements. We have reviewed other recently issued accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected as a result of future adoption. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) | 6 Months Ended |
Jul. 18, 2015 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) | 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”) 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 18, 2015 and July 12, 2014, reclassifications out of accumulated other comprehensive loss were as follows (amounts in thousands): Amount Reclassified from AOCI For the Twelve Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) July 18, 2015 July 12, 2014 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (57 ) $ (57 ) Interest income (expense) Commodity contracts (1,977 ) (661 ) Cost of sales, Note 3 Total before tax (2,034 ) (718 ) Total before tax Tax benefit 783 276 Tax benefit Total net of tax (1,251 ) (442 ) Net of tax Amortization of defined benefit pension items: Prior-service credits 108 108 Note 1, below Actuarial losses (1,014 ) (311 ) Note 1, below Total before tax (906 ) (203 ) Total before tax Tax benefit 349 79 Tax benefit Total net of tax (557 ) (124 ) Net of tax Total reclassifications $ (1,808 ) $ (566 ) Net of tax Amount Reclassified from AOCI For the Twenty-Eight Weeks Ended Affected Details about AOCI Components (Note 2) July 18, 2015 July 12, 2014 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (135 ) $ (135 ) Interest income (expense) Commodity contracts (4,481 ) (5,578 ) Cost of sales, Note 3 Total before tax (4,616 ) (5,713 ) Total before tax Tax benefit 1,778 2,199 Tax benefit Total net of tax (2,838 ) (3,514 ) Net of tax Amortization of defined benefit pension items: Prior-service credits 252 252 Note 1, below Actuarial losses (2,366 ) (725 ) Note 1, below Total before tax (2,114 ) (473 ) Total before tax Tax benefit 814 183 Tax benefit Total net of tax (1,300 ) (290 ) Net of tax Total reclassifications $ (4,138 ) $ (3,804 ) Net of tax _______________ Note 1: These items are included in the computation of net periodic pension cost. See Note 13, Postretirement Plans 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 18, 2015, changes to accumulated other comprehensive loss, net of income tax, by component were as follows (amounts in thousands): Gains/Losses on Cash Flow Hedges Defined Benefit Plan Items Total Accumulated other comprehensive loss, January 3, 2015 $ (11,408 ) $ (86,612 ) $ (98,020 ) Other comprehensive income before reclassifications 1,390 — 1,390 Reclassified to earnings from accumulated other comprehensive loss 2,838 1,300 4,138 Accumulated other comprehensive loss, July 18, 2015 $ (7,180 ) $ (85,312 ) $ (92,492 ) 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 Cash Flow Hedges Defined Benefit Plan Items Total Accumulated other comprehensive loss, December 28, 2013 $ (11,416 ) $ (51,099 ) $ (62,515 ) Other comprehensive income before reclassifications (900 ) — (900 ) Reclassified to earnings from accumulated other comprehensive loss 3,514 290 3,804 Accumulated other comprehensive loss, July 12, 2014 $ (8,802 ) $ (50,809 ) $ (59,611 ) Amounts reclassified out of accumulated other comprehensive loss to net income that relate to commodity contracts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. The following table presents the net of tax amount of the gain or loss reclassified from accumulated other comprehensive income (“AOCI”) for our commodity contracts (amounts in thousands): For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 Gross loss reclassified from AOCI into income $ 4,481 $ 5,578 Tax benefit (1,725 ) (2,146 ) Net of tax $ 2,756 $ 3,432 |
FINANCIAL STATEMENT REVISIONS
FINANCIAL STATEMENT REVISIONS | 6 Months Ended |
Jul. 18, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
FINANCIAL STATEMENT REVISIONS | 4. FINANCIAL STATEMENT REVISIONS During the fourth quarter of fiscal 2014, we revised net sales. Historically, certain immaterial discounts had been recorded as an expense to selling, distribution and administrative costs. These discounts are now recorded as contra revenue. These revisions have been made for all periods presented in our Annual Report on Form 10-K for the fiscal year ended January 3, 2015. We concluded that these revisions were immaterial to our fiscal 2013 and 2012 financial statements and each of the quarterly periods in fiscal years 2014, 2013, and 2012. This revision impacted the DSD Segment. Our financial statements have been revised to correctly report the discounts by decreasing sales and decreasing selling, distribution and administrative expenses by the amount of the discounts in the respective periods presented. There are no impacts on our Consolidated Balance Sheets, Consolidated Statements of Changes in Stockholders’ Equity, or Consolidated Statements of Cash Flows for any prior periods. Additionally, the correction did not impact our previously reported income from operations, net income or earnings per share. The tables below presents the revisions to the applicable financial statement line items for the twelve weeks ended July 12, 2014 (amounts in thousands): Consolidated Twelve Weeks Ended July 12, 2014 Impacted Financial Statement line item As Reported Revisions As Sales $ 877,378 $ (4,587 ) $ 872,791 Selling, distribution and administrative expense $ 319,582 $ (4,587 ) $ 314,995 DSD Segment Twelve Weeks Ended July 12, 2014 Impacted Financial Statement line item As Reported Revisions As Revised Sales $ 740,951 $ (4,587 ) $ 736,364 Selling, distribution and administrative expense $ 288,120 $ (4,587 ) $ 283,533 The tables below presents the revisions to the applicable financial statement line items for the twenty-eight weeks ended July 12, 2014 (amounts in thousands): Consolidated Twenty-Eight Weeks Ended July 12, 2014 Impacted Financial Statement line item As Reported Revisions As Sales $ 2,037,138 $ (10,430 ) $ 2,026,708 Selling, distribution and administrative expense $ 745,972 $ (10,430 ) $ 735,542 DSD Segment Twenty-Eight Weeks Ended July 12, 2014 Impacted Financial Statement line item As Reported Revisions As Sales $ 1,709,916 $ (10,430 ) $ 1,699,486 Selling, distribution and administrative expense $ 672,608 $ (10,430 ) $ 662,178 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jul. 18, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 5. GOODWILL AND OTHER INTANGIBLE ASSETS The table below summarizes our goodwill and other intangible assets at July 18, 2015 and January 3, 2015, respectively, each of which is explained in additional detail below (amounts in thousands): July 18, 2015 January 3, 2015 Goodwill $ 282,960 $ 282,960 Amortizable intangible assets, net of amortization 188,684 189,969 Indefinite-lived intangible assets 455,000 455,000 Total goodwill and other intangible assets $ 926,644 $ 927,929 On February 25, 2015, we announced that we acquired the Roman Meal As of July 18, 2015 and January 3, 2015, the company had the following amounts related to amortizable intangible assets (amounts in thousands): July 18, 2015 January 3, 2015 Asset Cost Accumulated Amortization Net Value Cost Accumulated Amortization Net Value Trademarks $ 76,727 $ 15,570 $ 61,157 $ 71,727 $ 14,152 $ 57,575 Customer relationships 169,921 45,495 124,426 169,921 41,099 128,822 Non-compete agreements 4,274 3,674 600 4,274 3,351 923 Distributor relationships 4,123 1,622 2,501 4,123 1,474 2,649 Total $ 255,045 $ 66,361 $ 188,684 $ 250,045 $ 60,076 $ 189,969 Aggregate amortization expense for the twelve and twenty-eight weeks ended July 18, 2015 and July 12, 2014 was as follows (amounts in thousands): Amortization Expense For the twelve weeks ended July 18, 2015 $ 2,710 For the twelve weeks ended July 12, 2014 $ 2,716 For the twenty-eight weeks ended July 18, 2015 $ 6,285 For the twenty-eight weeks ended July 12, 2014 $ 6,336 There are $455.0 million of indefinite life intangible assets at July 18, 2015 and January 3, 2015. These assets are not being amortized and are separately identified from goodwill. These trademarks are classified as indefinite-lived because we believe there is no foreseeable limit on the period of time over which they are expected to contribute to our future cash flows. This is primarily because they are well established brands, many over forty years old with a long history and well defined markets. In addition, we continue 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 2015 $ 5,409 2016 $ 11,302 2017 $ 10,830 2018 $ 10,682 2019 $ 10,553 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jul. 18, 2015 | |
Fair Value Disclosures [Abstract] | |
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 3,720 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 distributor 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 18, 2015 $ 5,138 For the twelve weeks ended July 12, 2014 $ 4,760 For the twenty-eight weeks ended July 18, 2015 $ 11,915 For the twenty-eight weeks ended July 12, 2014 $ 10,712 At July 18, 2015 and January 3, 2015, respectively, the carrying value of the distributor notes was as follows (amounts in thousands): July 18, 2015 January 3, 2015 Distributor notes receivable $ 185,552 $ 182,188 Current portion of distributor notes receivable recorded in accounts and notes receivable, net 20,699 20,283 Long-term portion of distributor notes receivable $ 164,853 $ 161,905 At July 18, 2015 and January 3, 2015, 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 18, 2015 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 For fair value disclosure information about our derivative assets and liabilities see Note 7, Derivative Financial Instruments |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jul. 18, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
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 at the measurement date Level 2: Modeled fair value with model inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: Modeled fair value with unobservable model inputs that are used to estimate the fair value of the asset or liability Commodity 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 for production. As of July 18, 2015, the company’s hedge portfolio contained commodity derivatives which are recorded in the following accounts with fair values measured as indicated (amounts in thousands): Level 1 Level 2 Level 3 Total Assets: Other current $ — $ — $ — $ - Other long-term 76 — — 76 Total 76 — — 76 Liabilities: Other current (5,260 ) (2,563 ) — (7,823 ) Other long-term (418 ) (747 ) — (1,165 ) Total (5,678 ) (3,310 ) — (8,988 ) Net Fair Value $ (5,602 ) $ (3,310 ) $ — $ (8,912 ) 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 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 18, 2015 and January 3, 2015 qualified for hedge accounting. Interest Rate Risk The company entered into a treasury rate lock on March 28, 2012 to fix the interest rate for the 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, of which $0.6 million was recognized after debt issuance and $2.5 million ($1.5 million, net of tax) is being amortized to interest expense over the term of the notes. Derivative Assets and Liabilities 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 July 18, 2015 January 3, 2015 July 18, 2015 January 3, 2015 Derivatives designated as hedging instruments Balance Sheet location Fair Value Balance Sheet location Fair Value Balance Sheet location Fair Value Balance Sheet location Fair Value Commodity contracts Other current assets $ — Other current assets $ — Other current liabilities $ 7,823 Other current liabilities $ 12,898 Commodity contracts Other long term assets $ 76 Other long term assets — Other long-term liabilities 1,165 Other long-term liabilities 3,355 Total $ 76 $ — $ 8,988 $ 16,253 Derivative Accumulated Other Comprehensive Income (“AOCI”) transactions 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): Recognized in OCI on Derivative Reclassified from AOCI (Effective Portion) Location of Gain or (Loss) into Income (Effective Portion) Derivatives in Cash Flow For the Twelve Weeks Ended Reclassified from AOCI For the Twelve Weeks Ended Hedge Relationships (2) July July 12, 2014 into Income (Effective Portion)(2) July 18, 2015 July 12, 2014 Interest rate contracts $ — $ — Interest (expense) income $ 35 $ 35 Commodity contracts 5,818 (16,202 ) Production costs(1) 1,216 407 Total $ 5,818 $ (16,202 ) $ 1,251 $ 442 Amount of Gain or (Loss) Amount of (Gain) or Loss Recognized in OCI on Derivative Reclassified from AOCI (Effective Portion) Location of Gain or (Loss) into Income (Effective Portion) Derivatives in Cash Flow For the Twenty-Eight Weeks Ended Reclassified from AOCI For the Twenty-Eight Weeks Ended Hedge Relationships (2) July July 12, 2014 into Income (Effective Portion)(2) July 18, 2015 July 12, 2014 Interest rate contracts $ — $ — Interest (expense) income $ 82 $ 82 Commodity contracts 1,390 (900 ) Production costs(1) 2,756 3,432 Total $ 1,390 $ (900 ) $ 2,838 $ 3,514 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. There was no hedging ineffectiveness during the twelve and twenty-eight weeks ended July 18, 2015 and July 12, 2014, respectively. 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 following years are as follows (amounts in thousands and net of tax) at July 18, 2015: Commodity price risk derivatives Interest rate risk derivatives Totals Closed contracts $ 663 $ 1,035 $ 1,698 Expiring in 2015 3,923 — 3,923 Expiring in 2016 1,559 — 1,559 Total $ 6,145 $ 1,035 $ 7,180 Derivative Transactions Notional Amounts As of July 18, 2015, the company had the following outstanding financial contracts that were entered to hedge commodity and interest rate risk (amounts in thousands): Notional amount Wheat contracts $ 89,546 Soybean oil contracts 18,130 Natural gas contracts 11,450 Total $ 119,126 The company’s derivative instruments contain no credit-risk-related contingent features at July 18, 2015. As of July 18, 2015 and January 3, 2015, the company had $10.5 million and $16.1 million, respectively, in other current assets representing collateral for hedged positions. |
DEBT AND OTHER OBLIGATIONS
DEBT AND OTHER OBLIGATIONS | 6 Months Ended |
Jul. 18, 2015 | |
Debt Disclosure [Abstract] | |
DEBT AND OTHER OBLIGATIONS | 8. DEBT AND OTHER OBLIGATIONS Long-term debt and capital leases consisted of the following at July 18, 2015 and January 3, 2015 (amounts in thousands): July 18, 2015 January 3, 2015 Unsecured credit facility $ — $ 53,000 Unsecured new term loan 255,000 270,000 4.375% senior notes due 2022 399,356 399,304 Accounts receivable securitization — — Capital lease obligations 20,106 22,526 Other notes payable 18,812 18,606 693,274 763,436 Current maturities of long-term debt and capital lease obligations 34,180 34,496 Total long-term debt and capital lease obligations $ 659,094 $ 728,940 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 18, 2015 and January 3, 2015, the bank overdraft balance was $1.6 million and $15.7 million, respectively. The company also had standby letters of credit (“LOCs”) outstanding of $15.7 million and $16.4 million at July 18, 2015 and January 3, 2015, 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”). On August 7, 2014, the company entered into the first amendment under the facility. The amendment (i) increased the revolving commitments under the facility to $200.0 million from $150.0 million, (ii) extended the term one year to July 17, 2016, and (iii) made certain other conforming changes. On December 17, 2014, the company executed the second amendment under the facility to add a bank to the lending group. The original commitment amount was split between the original lender and the new lender in the proportion of 62.5% for the original lender and 37.5% for the new lender. This modification, which was accounted for as an extinguishment of the debt, resulted in a charge of $0.1 million, or 37.5%, of the unamortized financing costs. 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 Condensed Consolidated Financial Statements. The facility contains certain customary representations and warranties, affirmative and negative covenants, and events of default. There were no amounts outstanding under the facility as of July 18, 2015 and January 3, 2015. As of July 18, 2015 and January 3, 2015, the company was in compliance with all restrictive covenants under the facility. On July 18, 2015, the company had $176.5 million available under its facility for working capital and general corporate purposes. Amounts available for withdrawal under the facility are determined as the lesser of the total commitments and a formula derived amount based on qualifying trade receivables. Optional principal repayments may be made at any time 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 at the time we entered into the facility, which are being amortized over the life of the facility. During fiscal 2014, we incurred $0.2 million in financing costs with the first and second amendments. An additional $0.1 million in financing costs was paid during the first quarter of fiscal 2015 for the December 17, 2014 amendment. 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. The company drew down the full amount of the new term loan on July 18, 2013 (the borrowing date). 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 an increasing annual percentage. 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. The table below presents the principal payment amounts remaining under the new term loan as of July 18, 2015 (amounts in thousands): Fiscal Year Payments Remainder of 2015 $ 15,000 2016 $ 67,500 2017 $ 112,500 2018 $ 60,000 The February 14, 2014 amendment, which was accounted for as a modification of the debt, 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 acquisition of certain Hostess Brands, Inc. bread assets. 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 is being amortized over the remaining term. As of July 18, 2015 and January 3, 2015, 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 indenture governing the notes), 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. The face value of the notes is $400.0 million and the current discount on the notes is $0.6 million. The company paid issuance costs (including underwriting fees and legal fees) on 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. As of July 18, 2015 and January 3, 2015, the company was in compliance with all restrictive covenants under the indenture governing the notes. Credit Facility . On April 21, 2015, the company amended its senior unsecured credit facility (the “credit facility”) to extend the term to April 21, 2020, reduce the applicable margin on base rate and Eurodollar loans and reduce the facility fees, described below. The amendment was accounted for as a modification of the debt. The credit facility is a five-year, $500.0 million senior unsecured revolving loan facility. The credit facility contains a provision that permits us 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 18, 2015 and January 3, 2015, the company was in compliance with all restrictive 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 0.50%, with a floor rate defined by the one-month interbank Eurodollar market rate plus 1.00%. The applicable margin ranges from 0.0% to 0.50% for base rate loans and from 0.70% to 1.50% for Eurodollar loans. In addition, a facility fee ranging from 0.05% to 0.25% 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 $0.4 million in connection with the April 21, 2015 amendment of the credit facility, which, in addition to the remaining balance of the original $1.3 million in financing costs, is being amortized over the life of the credit facility. The company recognized $0.1 million in financing costs for the modification at the time of the April 21, 2015 amendment. The highest outstanding daily balance during the twenty-eight weeks ended July 18, 2015 was $59.5 million and the lowest outstanding balance was zero. 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 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, or credit facility, but could affect future credit availability and cost. Assets recorded under capital lease agreements included in property, plant and equipment consist of machinery and equipment and transportation equipment. Aggregate maturities of debt outstanding, including capital leases and the associated interest, as of July 18, 2015, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): 2015 $ 17,076 2016 73,187 2017 121,935 2018 69,690 2019 7,976 2020 and thereafter 405,243 Total $ 695,107 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 6 Months Ended |
Jul. 18, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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 18, 2015 and January 3, 2015, there was $20.1 million and $22.5 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 independent distributors who deliver our products that are formed as sole proprietorships are excluded from the following VIE accounting analysis. 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. |
LITIGATION
LITIGATION | 6 Months Ended |
Jul. 18, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
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. On September 12, 2012, a complaint was filed in the U.S. District Court for the Western District of North Carolina (Charlotte Division) by Scott Rehberg, Willard Allen Riley and Mario Ronchetti against the company and its subsidiary, Flowers Baking Company of Jamestown, LLC. Plaintiffs are or were distributors of our Jamestown subsidiary who contend they were misclassified as independent contractors. The action sought class certification on behalf of a class comprised of independent distributors of our Jamestown subsidiary who are classified as independent contractors. In March 2013, the court conditionally certified the class action for claims under the Fair Labor Standards Act (“FLSA”). On March 23, 2015, the court re-affirmed its FLSA certification decision and also certified claims under state law. At this time, the company is also aware of six other complaints alleging misclassification claims that have been filed. The company and/or its respective subsidiaries are vigorously defending these lawsuits. Given the stage of the complaints and the claims and issues presented, the company cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from the unresolved lawsuits. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jul. 18, 2015 | |
Earnings Per Share [Abstract] | |
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 18, 2015 and July 12, 2014 (amounts and shares in thousands, except per share data): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Net income $ 51,760 $ 42,064 $ 113,149 $ 103,130 Basic Earnings Per Common Share: Basic weighted average shares outstanding for common stock 210,334 209,639 210,093 209,354 Basic earnings per common share $ 0.25 $ 0.20 $ 0.54 $ 0.49 Diluted Earnings Per Common Share: Basic weighted average shares outstanding for common stock 210,334 209,639 210,093 209,354 Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock 2,538 3,280 2,705 3,552 Diluted weighted average shares outstanding for common stock 212,872 212,919 212,798 212,906 Diluted earnings per common share $ 0.24 $ 0.20 $ 0.53 $ 0.48 There were no anti-dilutive shares during the twelve and twenty-eight weeks ended July 18, 2015 and July 12, 2014. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jul. 18, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
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”). The Omnibus Plan was approved by our 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. All outstanding equity awards that were made under the EPIP will continue to be governed by the EPIP; however, all equity awards granted after May 21, 2014 are governed by the Omnibus Plan. No additional awards will be issued under the EPIP. Awards granted under the Omnibus Plan are limited to the authorized amount of 8,000,000 shares. 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 18, 2015. The stock option activity for the twenty-eight weeks ended July 18, 2015 pursuant to the EPIP is set forth below (amounts in thousands, except price data): Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 3, 2015 6,191 $ 10.88 Exercised (258 ) $ 10.83 Outstanding at July 18, 2015 5,933 $ 10.88 1.56 $ 59,609 Exercisable at July 18, 2015 5,933 $ 10.88 1.56 $ 59,609 As of July 18, 2015, compensation expense related to the NQSOs was fully amortized. The cash received, the windfall tax benefit, and intrinsic value from stock option exercises for the twenty-eight weeks ended July 18, 2015 and July 12, 2014 were as follows (amounts in thousands): July 18, 2015 July 12, 2014 Cash received from option exercises $ 2,795 $ 6,888 Cash tax windfall, net $ 841 $ 1,799 Intrinsic value of stock options exercised $ 2,807 $ 6,234 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 under the EPIP 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, 18 months from the grant date. The 2013, 2014 and 2015 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 2012 award actual attainment was 195% of target. The 2013 award actual attainment was 88% of target. 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 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 4, 2015 January 1, 2014 Shares granted 414 366 Vesting date 3/1/2017 3/1/2016 Fair value per share $ 21.21 $ 23.97 Performance-Contingent Return on Invested Capital Shares (“ROIC Shares”) Since 2012, certain key employees have been granted performance-contingent restricted stock under the EPIP 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, 18 months from the grant date. The 2013, 2014, and 2015 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 ROI Target; or · ROIC above WACC by 3.75 percentage points pays 100% of ROI Target; or · ROIC above WACC by 4.75 percentage points pays 125% of ROI Target. For performance between the levels described above, the degree of vesting is interpolated on a linear basis. The 2012 and 2013 awards actual attainment was 125% of ROI Target. 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 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 4, 2015 January 1, 2014 Shares granted 414 366 Vesting date 3/1/2017 3/1/2016 Fair value per share $ 19.14 $ 21.47 Performance-Contingent Restricted Stock In connection with the vesting of the performance-contingent restricted stock granted in January 2013, during the twenty-eight weeks ended July 18, 2015, 48,069 common shares available for this grant were reduced because the company attained only 88% of the S&P TSR target of the grant (“TSR modifier”). An additional 100,090 common shares were issued in the aggregate for this grant because the company exceeded the ROIC by the maximum at 125% (“ROIC modifier”). At vesting, the company paid accumulated dividends of $0.9 million. The tax windfall at vesting of these awards was $1.4 million. The company’s performance-contingent restricted stock activity for the twenty-eight weeks ended July 18, 2015, is presented below (amounts in thousands, except price data): Shares Weighted Average Grant Date Fair Value Nonvested shares at January 3, 2015 1,404 $ 19.09 Initial grant at target 829 $ 20.18 Supplemental grant for exceeding the ROIC modifier 100 $ 15.51 Grant reduction for not achieving the TSR modifier (48 ) $ 17.22 Vested (853 ) $ 16.22 Forfeited (79 ) $ 19.58 Nonvested shares at July 18, 2015 1,353 $ 21.26 As of July 18, 2015, there was $15.6 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 1.38 years. The total intrinsic value of shares vested during the period ended July 18, 2015 was $18.4 million. Deferred and Restricted Stock Pursuant to the EPIP, previously the company allowed 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 had 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. On January 2, 2015 (our fiscal 2014), cash pay was converted into an aggregate of 19,852 shares. The company recorded compensation expense for this deferred stock over the two-year minimum vesting period. There were no shares distributed under the EPIP during the twenty-eight weeks ended July 18, 2015. Following the May 2014 Board of Directors meeting and the adoption of the Omnibus plan, annual board retainers converted into deferred stock and issued under the Omnibus plan are equal in value to 100% of the cash payments directors would otherwise receive and the vesting period is a one-year period to match the period of time that cash would have been received if no conversion existed. Going forward, under the Omnibus Plan, non-employee directors may elect to convert their annual board retainers into deferred stock equal in value to 100% of the cash payments they otherwise would have received. The deferred stock so converted will have a one-year pro-rated vesting period. Accumulated dividends are paid upon delivery of the shares. Pursuant to the Omnibus Plan and the EPIP, non-employee directors also receive annual grants of deferred stock. This deferred stock vests over one year from the grant date. During the twenty-eight weeks ended July 18, 2015, non-employee directors were granted an aggregate of 69,582 common shares of deferred stock pursuant to the Omnibus Plan. 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. 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 the 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 for all shares that vest. There were 58,500 shares issued for this award at a fair value of $22.25 per share. The deferred stock activity for the twenty-eight weeks ended July 18, 2015 is set forth below (amounts in thousands, except price data): Shares Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Nonvested shares at January 3, 2015 151 $ 21.06 Vested (54 ) $ 20.94 Granted 70 $ 21.59 Nonvested shares at July 18, 2015 167 $ 21.29 1.11 $ 3,526 As of July 18, 2015, there was $2.2 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 1.11 years. The total intrinsic value of shares vested during the period ended July 18, 2015 was $1.3 million. 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 The fair value of the rights at July 18, 2015 ranged from $12.41 to $12.77. The following assumptions were used to determine fair value of the rights discussed above using the Black-Scholes The rights activity for the twenty-eight weeks ended July 18, 2015 is set forth below (amounts in thousands except price data): Rights Weighted Average Fair Value Aggregate Liability Outstanding shares at January 3, 2015 29 $ 8.47 Exercised — — Outstanding shares at July 18, 2015 29 $ 8.47 $ 362 Share-Based Payments Compensation Expense Summary The following table summarizes the company’s stock based compensation expense for the twelve and twenty-eight weeks ended July 18, 2015 and July 12, 2014, respectively (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Stock options $ — $ — $ — $ 197 Performance-contingent restricted stock awards 3,089 4,430 9,646 9,187 Deferred and restricted stock 469 519 1,110 1,181 Stock appreciation rights (39 ) 42 $ 52 (91 ) Total stock based compensation $ 3,519 $ 4,991 $ 10,808 $ 10,474 |
POST-RETIREMENT PLANS
POST-RETIREMENT PLANS | 6 Months Ended |
Jul. 18, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
POST-RETIREMENT PLANS | 13. POST-RETIREMENT PLANS The following summarizes the company’s balance sheet related pension and other post-retirement benefit plan accounts at July 18, 2015 as compared to accounts at January 3, 2015 (amounts in thousands): July 18, 2015 January 3, 2015 Current benefit liability $ 1,089 $ 1,089 Noncurrent benefit liability $ 80,206 $ 93,589 Accumulated other comprehensive loss, net of tax $ 85,312 $ 86,612 Defined Benefit Plans and Nonqualified Plan In September 2014, the company announced a one-time voluntary lump sum offer to approximately 2,500 former employees in Plan No. 1 and 2 who had not yet started monthly payment of their vested benefits. The offer supports the company’s pension risk management strategy and reduced plan obligations by 10%. Distributions of $48.4 million in lump sums from existing plan assets in December 2014 resulted in a settlement charge of $15.4 million for Plan No. 1 only in the fourth quarter of our fiscal 2014. No settlement charge was required for Plan No. 2 as distributions of $2.0 million were not in excess of service costs and interest costs for 2014. The company used a measurement date of December 31, 2014 for the defined benefit and post-retirement benefit plans described below. We believe that the difference in the fair value of plan assets between the measurement date of December 31, 2014 and our fiscal year end date of January 3, 2015 was not material and that for practical purposes the measurement date of December 31, 2014 was used throughout for preparation of our financial statements. During the twenty-eight weeks ended July 18, 2015 the company contributed $7.5 million to our qualified pension plans. We expect to contribute an additional $2.5 million during the remainder of fiscal 2015 to our qualified pension plans. The net periodic pension cost (income) for the company’s plans include the following components (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Service cost $ 201 $ 148 $ 470 $ 345 Interest cost 4,155 4,944 9,694 11,537 Expected return on plan assets (6,840 ) (7,804 ) (15,961 ) (18,209 ) Amortization of net loss 1,149 444 2,681 1,036 Total net periodic benefit (income) cost $ (1,335 ) $ (2,268 ) $ (3,116 ) $ (5,291 ) Post-retirement Benefit Plan The company provides certain medical and life insurance benefits for eligible retired employees covered 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 post-retirement benefit (income) cost for the company includes the following components (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Service cost $ 93 $ 87 $ 215 $ 203 Interest cost 82 103 194 240 Amortization of prior service (credit) cost (108 ) (108 ) (252 ) (252 ) Amortization of net (gain) loss (135 ) (133 ) (315 ) (311 ) Total net periodic benefit (income) cost $ (68 ) $ (51 ) $ (158 ) $ (120 ) 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 18, 2015 and July 12, 2014, the total cost and employer contributions were $14.5 million and $14.4 million, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jul. 18, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The company’s effective tax rate for the twenty-eight weeks ended July 18, 2015 and July 12, 2014 was 35.0% and 35.0%, respectively. During the twenty-eight weeks ended July 18, 2015, 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. 18, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 15. SEGMENT REPORTING The company’s DSD Segment primarily produces fresh packaged bread, rolls, tortillas, and snack products and the Warehouse Segment produces fresh and frozen bread and rolls and snack products. During the fourth quarter of fiscal 2014, we revised net sales. Historically, certain immaterial discounts had been recorded as an expense to selling, distribution and administrative costs. These discounts are now recorded as contra revenue. All prior period information has been revised to reflect this change. See Note 4, Financial Statement Revisions 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 segment’s core operating businesses. Information regarding the operations in these reportable segments is as follows (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Sales: DSD Segment $ 765,822 $ 754,654 $ 1,752,391 $ 1,744,689 Warehouse Segment 167,012 168,378 391,746 398,676 Eliminations: Sales from Warehouse Segment to DSD Segment (30,186 ) (31,951 ) (75,038 ) (71,454 ) Sales from DSD Segment to Warehouse Segment (13,853 ) (18,290 ) (34,259 ) (45,203 ) $ 888,795 $ 872,791 $ 2,034,840 $ 2,026,708 Depreciation and amortization: DSD Segment $ 26,995 $ 26,487 $ 62,175 $ 61,271 Warehouse Segment 3,591 3,524 8,371 8,180 Unallocated corporate costs (118 ) (104 ) (261 ) (252 ) $ 30,468 $ 29,907 $ 70,285 $ 69,199 Income (loss) from operations: DSD Segment $ 78,071 $ 62,413 $ 177,265 $ 159,195 Warehouse Segment 13,976 13,460 30,274 27,569 Unallocated corporate costs (1) (12,006 ) (10,492 ) (30,960 ) (23,182 ) $ 80,041 $ 65,381 $ 176,579 $ 163,582 Interest expense $ (5,998 ) $ (6,494 ) $ (14,357 ) $ (15,618 ) Interest income $ 5,138 $ 4,760 $ 11,915 $ 10,712 Income before income taxes $ 79,181 $ 63,647 $ 174,137 $ 158,676 _________________ (1) Represents the company’s corporate head office amounts. Sales by product category in each reportable segment are as follows for the twelve and twenty-eight weeks ended July 18, 2015 and July 12, 2014 (amounts in thousands): For the Twelve Weeks Ended For the Twelve Weeks Ended July 18, 2015 July 12, 2014 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded Retail $ 473,232 $ 31,129 $ 504,361 $ 457,923 $ 30,594 $ 488,517 Store Branded Retail 116,565 28,535 145,100 120,743 27,003 147,746 Non-retail and Other 162,172 77,162 239,334 157,698 78,830 236,528 Total $ 751,969 $ 136,826 $ 888,795 $ 736,364 $ 136,427 $ 872,791 For the Twenty-Eight Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded Retail $ 1,084,036 $ 70,771 $ 1,154,807 $ 1,062,619 $ 70,956 $ 1,133,575 Store Branded Retail 249,662 66,503 316,165 267,976 69,331 337,307 Non-retail and Other 384,434 179,434 563,868 368,891 186,935 555,826 Total $ 1,718,132 $ 316,708 $ 2,034,840 $ 1,699,486 $ 327,222 $ 2,026,708 |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 6 Months Ended |
Jul. 18, 2015 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
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 his or her 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 acquisition of certain assets of Hostess Brands, Inc. in July 2013, which included several brands, 20 closed bakeries, and 36 depots (the “Acquired Hostess Bread Assets”). The Acquired Hostess Bread Assets were originally recorded as held and used. Subsequent to the acquisition, we determined that some of the acquired plants and depots do not meet our long-term operating strategy and we are actively marketing them for sale. 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 twelve weeks ended July 18, 2015, we decided to close a production line at one of our bakeries and transition this production to another facility. We expect this to occur during our third quarter of fiscal 2015. We recognized an impairment loss of $1.5 million on the equipment we no longer intend to use. These assets were classified as held and used. Additionally, we recognized an impairment loss of $0.8 million on certain properties that are currently recorded as held for sale. Additional assets recorded in assets held for sale are for property, plant and equipment exclusive of the assets acquired as part of the Acquired Hostess Bread Assets 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 18, 2015 and January 3, 2015, respectively (amounts in thousands): July 18, 2015 January 3, 2015 Distributor territories $ 18,997 $ 20,491 Acquired Hostess Bread Assets plants and depots 4,041 13,406 Other 7,710 5,211 Total assets held for sale $ 30,748 $ 39,108 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jul. 18, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS The company has evaluated subsequent events since July 18, 2015, 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 item discussed below. On August 12, 2015, the company signed a definitive agreement to acquire Dave’s Killer Bread |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Accounting Policies [Abstract] | |
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 18, 2015 and July 12, 2014. Walmart is the only customer to account for greater than 10% of the company’s sales. For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 (% of Sales) (% of Sales) DSD Segment 17.2 16.9 17.0 16.8 Warehouse Segment 2.5 2.5 2.5 2.7 Total 19.7 19.4 19.5 19.5 |
ACCUMULATED OTHER COMPREHENSI27
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Equity [Abstract] | |
Summary of Reclassifications Out of Accumulated Other Comprehensive Loss | During the twelve and twenty-eight weeks ended July 18, 2015 and July 12, 2014, reclassifications out of accumulated other comprehensive loss were as follows (amounts in thousands): Amount Reclassified from AOCI For the Twelve Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) July 18, 2015 July 12, 2014 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (57 ) $ (57 ) Interest income (expense) Commodity contracts (1,977 ) (661 ) Cost of sales, Note 3 Total before tax (2,034 ) (718 ) Total before tax Tax benefit 783 276 Tax benefit Total net of tax (1,251 ) (442 ) Net of tax Amortization of defined benefit pension items: Prior-service credits 108 108 Note 1, below Actuarial losses (1,014 ) (311 ) Note 1, below Total before tax (906 ) (203 ) Total before tax Tax benefit 349 79 Tax benefit Total net of tax (557 ) (124 ) Net of tax Total reclassifications $ (1,808 ) $ (566 ) Net of tax Amount Reclassified from AOCI For the Twenty-Eight Weeks Ended Affected Details about AOCI Components (Note 2) July 18, 2015 July 12, 2014 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (135 ) $ (135 ) Interest income (expense) Commodity contracts (4,481 ) (5,578 ) Cost of sales, Note 3 Total before tax (4,616 ) (5,713 ) Total before tax Tax benefit 1,778 2,199 Tax benefit Total net of tax (2,838 ) (3,514 ) Net of tax Amortization of defined benefit pension items: Prior-service credits 252 252 Note 1, below Actuarial losses (2,366 ) (725 ) Note 1, below Total before tax (2,114 ) (473 ) Total before tax Tax benefit 814 183 Tax benefit Total net of tax (1,300 ) (290 ) Net of tax Total reclassifications $ (4,138 ) $ (3,804 ) Net of tax _______________ Note 1: These items are included in the computation of net periodic pension cost. See Note 13, Postretirement Plans 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 18, 2015, changes to accumulated other comprehensive loss, net of income tax, by component were as follows (amounts in thousands): Gains/Losses on Cash Flow Hedges Defined Benefit Plan Items Total Accumulated other comprehensive loss, January 3, 2015 $ (11,408 ) $ (86,612 ) $ (98,020 ) Other comprehensive income before reclassifications 1,390 — 1,390 Reclassified to earnings from accumulated other comprehensive loss 2,838 1,300 4,138 Accumulated other comprehensive loss, July 18, 2015 $ (7,180 ) $ (85,312 ) $ (92,492 ) 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 Cash Flow Hedges Defined Benefit Plan Items Total Accumulated other comprehensive loss, December 28, 2013 $ (11,416 ) $ (51,099 ) $ (62,515 ) Other comprehensive income before reclassifications (900 ) — (900 ) Reclassified to earnings from accumulated other comprehensive loss 3,514 290 3,804 Accumulated other comprehensive loss, July 12, 2014 $ (8,802 ) $ (50,809 ) $ (59,611 ) |
Gain or Loss Reclassified From Accumulated Other Comprehensive Income for Commodity Contracts | The following table presents the net of tax amount of the gain or loss reclassified from accumulated other comprehensive income (“AOCI”) for our commodity contracts (amounts in thousands): For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 Gross loss reclassified from AOCI into income $ 4,481 $ 5,578 Tax benefit (1,725 ) (2,146 ) Net of tax $ 2,756 $ 3,432 |
FINANCIAL STATEMENT REVISIONS (
FINANCIAL STATEMENT REVISIONS (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
Revisions to Applicable Financial Statement Line Items | The tables below presents the revisions to the applicable financial statement line items for the twelve weeks ended July 12, 2014 (amounts in thousands): Consolidated Twelve Weeks Ended July 12, 2014 Impacted Financial Statement line item As Reported Revisions As Sales $ 877,378 $ (4,587 ) $ 872,791 Selling, distribution and administrative expense $ 319,582 $ (4,587 ) $ 314,995 DSD Segment Twelve Weeks Ended July 12, 2014 Impacted Financial Statement line item As Reported Revisions As Revised Sales $ 740,951 $ (4,587 ) $ 736,364 Selling, distribution and administrative expense $ 288,120 $ (4,587 ) $ 283,533 The tables below presents the revisions to the applicable financial statement line items for the twenty-eight weeks ended July 12, 2014 (amounts in thousands): Consolidated Twenty-Eight Weeks Ended July 12, 2014 Impacted Financial Statement line item As Reported Revisions As Sales $ 2,037,138 $ (10,430 ) $ 2,026,708 Selling, distribution and administrative expense $ 745,972 $ (10,430 ) $ 735,542 DSD Segment Twenty-Eight Weeks Ended July 12, 2014 Impacted Financial Statement line item As Reported Revisions As Sales $ 1,709,916 $ (10,430 ) $ 1,699,486 Selling, distribution and administrative expense $ 672,608 $ (10,430 ) $ 662,178 |
GOODWILL AND OTHER INTANGIBLE29
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Other Intangible Assets | The table below summarizes our goodwill and other intangible assets at July 18, 2015 and January 3, 2015, respectively, each of which is explained in additional detail below (amounts in thousands): July 18, 2015 January 3, 2015 Goodwill $ 282,960 $ 282,960 Amortizable intangible assets, net of amortization 188,684 189,969 Indefinite-lived intangible assets 455,000 455,000 Total goodwill and other intangible assets $ 926,644 $ 927,929 |
Amortizable Intangible Assets | As of July 18, 2015 and January 3, 2015, the company had the following amounts related to amortizable intangible assets (amounts in thousands): July 18, 2015 January 3, 2015 Asset Cost Accumulated Amortization Net Value Cost Accumulated Amortization Net Value Trademarks $ 76,727 $ 15,570 $ 61,157 $ 71,727 $ 14,152 $ 57,575 Customer relationships 169,921 45,495 124,426 169,921 41,099 128,822 Non-compete agreements 4,274 3,674 600 4,274 3,351 923 Distributor relationships 4,123 1,622 2,501 4,123 1,474 2,649 Total $ 255,045 $ 66,361 $ 188,684 $ 250,045 $ 60,076 $ 189,969 |
Aggregate Amortization Expense | Aggregate amortization expense for the twelve and twenty-eight weeks ended July 18, 2015 and July 12, 2014 was as follows (amounts in thousands): Amortization Expense For the twelve weeks ended July 18, 2015 $ 2,710 For the twelve weeks ended July 12, 2014 $ 2,716 For the twenty-eight weeks ended July 18, 2015 $ 6,285 For the twenty-eight weeks ended July 12, 2014 $ 6,336 |
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 2015 $ 5,409 2016 $ 11,302 2017 $ 10,830 2018 $ 10,682 2019 $ 10,553 |
FAIR VALUE OF FINANCIAL INSTR30
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Fair Value Disclosures [Abstract] | |
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 18, 2015 $ 5,138 For the twelve weeks ended July 12, 2014 $ 4,760 For the twenty-eight weeks ended July 18, 2015 $ 11,915 For the twenty-eight weeks ended July 12, 2014 $ 10,712 |
Carrying Value of Distributor Notes | At July 18, 2015 and January 3, 2015, respectively, the carrying value of the distributor notes was as follows (amounts in thousands): July 18, 2015 January 3, 2015 Distributor notes receivable $ 185,552 $ 182,188 Current portion of distributor notes receivable recorded in accounts and notes receivable, net 20,699 20,283 Long-term portion of distributor notes receivable $ 164,853 $ 161,905 |
DERIVATIVE FINANCIAL INSTRUME31
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Net Fair Value of Commodity Price Risk | As of July 18, 2015, the company’s hedge portfolio contained commodity derivatives which are recorded in the following accounts with fair values measured as indicated (amounts in thousands): Level 1 Level 2 Level 3 Total Assets: Other current $ — $ — $ — $ - Other long-term 76 — — 76 Total 76 — — 76 Liabilities: Other current (5,260 ) (2,563 ) — (7,823 ) Other long-term (418 ) (747 ) — (1,165 ) Total (5,678 ) (3,310 ) — (8,988 ) Net Fair Value $ (5,602 ) $ (3,310 ) $ — $ (8,912 ) |
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 July 18, 2015 January 3, 2015 July 18, 2015 January 3, 2015 Derivatives designated as hedging instruments Balance Sheet location Fair Value Balance Sheet location Fair Value Balance Sheet location Fair Value Balance Sheet location Fair Value Commodity contracts Other current assets $ — Other current assets $ — Other current liabilities $ 7,823 Other current liabilities $ 12,898 Commodity contracts Other long term assets $ 76 Other long term assets — Other long-term liabilities 1,165 Other long-term liabilities 3,355 Total $ 76 $ — $ 8,988 $ 16,253 |
Effect of Derivative Instruments Designated as Cash-Flow Hedges in Other Comprehensive Income (Loss) ("OCI") and Condensed Consolidated Income Statement | 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): Recognized in OCI on Derivative Reclassified from AOCI (Effective Portion) Location of Gain or (Loss) into Income (Effective Portion) Derivatives in Cash Flow For the Twelve Weeks Ended Reclassified from AOCI For the Twelve Weeks Ended Hedge Relationships (2) July July 12, 2014 into Income (Effective Portion)(2) July 18, 2015 July 12, 2014 Interest rate contracts $ — $ — Interest (expense) income $ 35 $ 35 Commodity contracts 5,818 (16,202 ) Production costs(1) 1,216 407 Total $ 5,818 $ (16,202 ) $ 1,251 $ 442 Amount of Gain or (Loss) Amount of (Gain) or Loss Recognized in OCI on Derivative Reclassified from AOCI (Effective Portion) Location of Gain or (Loss) into Income (Effective Portion) Derivatives in Cash Flow For the Twenty-Eight Weeks Ended Reclassified from AOCI For the Twenty-Eight Weeks Ended Hedge Relationships (2) July July 12, 2014 into Income (Effective Portion)(2) July 18, 2015 July 12, 2014 Interest rate contracts $ — $ — Interest (expense) income $ 82 $ 82 Commodity contracts 1,390 (900 ) Production costs(1) 2,756 3,432 Total $ 1,390 $ (900 ) $ 2,838 $ 3,514 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 following years are as follows (amounts in thousands and net of tax) at July 18, 2015: Commodity price risk derivatives Interest rate risk derivatives Totals Closed contracts $ 663 $ 1,035 $ 1,698 Expiring in 2015 3,923 — 3,923 Expiring in 2016 1,559 — 1,559 Total $ 6,145 $ 1,035 $ 7,180 |
Financial Contracts Hedging Commodity and Interest Rate Risks | As of July 18, 2015, the company had the following outstanding financial contracts that were entered to hedge commodity and interest rate risk (amounts in thousands): Notional amount Wheat contracts $ 89,546 Soybean oil contracts 18,130 Natural gas contracts 11,450 Total $ 119,126 |
DEBT AND OTHER OBLIGATIONS (Tab
DEBT AND OTHER OBLIGATIONS (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Capital Leases | Long-term debt and capital leases consisted of the following at July 18, 2015 and January 3, 2015 (amounts in thousands): July 18, 2015 January 3, 2015 Unsecured credit facility $ — $ 53,000 Unsecured new term loan 255,000 270,000 4.375% senior notes due 2022 399,356 399,304 Accounts receivable securitization — — Capital lease obligations 20,106 22,526 Other notes payable 18,812 18,606 693,274 763,436 Current maturities of long-term debt and capital lease obligations 34,180 34,496 Total long-term debt and capital lease obligations $ 659,094 $ 728,940 |
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 an increasing annual percentage. 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. The table below presents the principal payment amounts remaining under the new term loan as of July 18, 2015 (amounts in thousands): Fiscal Year Payments Remainder of 2015 $ 15,000 2016 $ 67,500 2017 $ 112,500 2018 $ 60,000 |
Aggregate Maturities of Debt Outstanding (Including Capital Leases) | Aggregate maturities of debt outstanding, including capital leases and the associated interest, as of July 18, 2015, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): 2015 $ 17,076 2016 73,187 2017 121,935 2018 69,690 2019 7,976 2020 and thereafter 405,243 Total $ 695,107 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Earnings Per Share [Abstract] | |
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 18, 2015 and July 12, 2014 (amounts and shares in thousands, except per share data): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Net income $ 51,760 $ 42,064 $ 113,149 $ 103,130 Basic Earnings Per Common Share: Basic weighted average shares outstanding for common stock 210,334 209,639 210,093 209,354 Basic earnings per common share $ 0.25 $ 0.20 $ 0.54 $ 0.49 Diluted Earnings Per Common Share: Basic weighted average shares outstanding for common stock 210,334 209,639 210,093 209,354 Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock 2,538 3,280 2,705 3,552 Diluted weighted average shares outstanding for common stock 212,872 212,919 212,798 212,906 Diluted earnings per common share $ 0.24 $ 0.20 $ 0.53 $ 0.48 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Cash Received, Windfall Tax Benefits, and Intrinsic Value from Stock Option Exercises | As of July 18, 2015, compensation expense related to the NQSOs was fully amortized. The cash received, the windfall tax benefit, and intrinsic value from stock option exercises for the twenty-eight weeks ended July 18, 2015 and July 12, 2014 were as follows (amounts in thousands): July 18, 2015 July 12, 2014 Cash received from option exercises $ 2,795 $ 6,888 Cash tax windfall, net $ 841 $ 1,799 Intrinsic value of stock options exercised $ 2,807 $ 6,234 |
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 Stock Activity | The deferred stock activity for the twenty-eight weeks ended July 18, 2015 is set forth below (amounts in thousands, except price data): Shares Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Nonvested shares at January 3, 2015 151 $ 21.06 Vested (54 ) $ 20.94 Granted 70 $ 21.59 Nonvested shares at July 18, 2015 167 $ 21.29 1.11 $ 3,526 |
Stock Appreciation Rights Activity | The rights activity for the twenty-eight weeks ended July 18, 2015 is set forth below (amounts in thousands except price data): Rights Weighted Average Fair Value Aggregate Liability Outstanding shares at January 3, 2015 29 $ 8.47 Exercised — — Outstanding shares at July 18, 2015 29 $ 8.47 $ 362 |
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 weeks ended July 18, 2015 and July 12, 2014, respectively (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Stock options $ — $ — $ — $ 197 Performance-contingent restricted stock awards 3,089 4,430 9,646 9,187 Deferred and restricted stock 469 519 1,110 1,181 Stock appreciation rights (39 ) 42 $ 52 (91 ) Total stock based compensation $ 3,519 $ 4,991 $ 10,808 $ 10,474 |
Stock Option | |
Stock Option Activity | The stock option activity for the twenty-eight weeks ended July 18, 2015 pursuant to the EPIP is set forth below (amounts in thousands, except price data): Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 3, 2015 6,191 $ 10.88 Exercised (258 ) $ 10.83 Outstanding at July 18, 2015 5,933 $ 10.88 1.56 $ 59,609 Exercisable at July 18, 2015 5,933 $ 10.88 1.56 $ 59,609 |
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 4, 2015 January 1, 2014 Shares granted 414 366 Vesting date 3/1/2017 3/1/2016 Fair value per share $ 21.21 $ 23.97 |
Performance-Contingent Restricted Stock Activity | The company’s performance-contingent restricted stock activity for the twenty-eight weeks ended July 18, 2015, is presented below (amounts in thousands, except price data): Shares Weighted Average Grant Date Fair Value Nonvested shares at January 3, 2015 1,404 $ 19.09 Initial grant at target 829 $ 20.18 Supplemental grant for exceeding the ROIC modifier 100 $ 15.51 Grant reduction for not achieving the TSR modifier (48 ) $ 17.22 Vested (853 ) $ 16.22 Forfeited (79 ) $ 19.58 Nonvested shares at July 18, 2015 1,353 $ 21.26 |
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 4, 2015 January 1, 2014 Shares granted 414 366 Vesting date 3/1/2017 3/1/2016 Fair value per share $ 19.14 $ 21.47 |
POST-RETIREMENT PLANS (Tables)
POST-RETIREMENT PLANS (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Summary of Company's Balance Sheet Related Pension and Other Post-Retirement Benefit Plan | The following summarizes the company’s balance sheet related pension and other post-retirement benefit plan accounts at July 18, 2015 as compared to accounts at January 3, 2015 (amounts in thousands): July 18, 2015 January 3, 2015 Current benefit liability $ 1,089 $ 1,089 Noncurrent benefit liability $ 80,206 $ 93,589 Accumulated other comprehensive loss, net of tax $ 85,312 $ 86,612 |
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 Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Service cost $ 201 $ 148 $ 470 $ 345 Interest cost 4,155 4,944 9,694 11,537 Expected return on plan assets (6,840 ) (7,804 ) (15,961 ) (18,209 ) Amortization of net loss 1,149 444 2,681 1,036 Total net periodic benefit (income) cost $ (1,335 ) $ (2,268 ) $ (3,116 ) $ (5,291 ) |
Net Periodic Post-Retirement Benefit Cost | |
Components of Net Periodic Benefit / (Income) Cost | The net periodic post-retirement benefit (income) cost for the company includes the following components (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Service cost $ 93 $ 87 $ 215 $ 203 Interest cost 82 103 194 240 Amortization of prior service (credit) cost (108 ) (108 ) (252 ) (252 ) Amortization of net (gain) loss (135 ) (133 ) (315 ) (311 ) Total net periodic benefit (income) cost $ (68 ) $ (51 ) $ (158 ) $ (120 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Segment Reporting [Abstract] | |
Information Regarding Operations in Reportable Segments | Information regarding the operations in these reportable segments is as follows (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 July 18, 2015 July 12, 2014 Sales: DSD Segment $ 765,822 $ 754,654 $ 1,752,391 $ 1,744,689 Warehouse Segment 167,012 168,378 391,746 398,676 Eliminations: Sales from Warehouse Segment to DSD Segment (30,186 ) (31,951 ) (75,038 ) (71,454 ) Sales from DSD Segment to Warehouse Segment (13,853 ) (18,290 ) (34,259 ) (45,203 ) $ 888,795 $ 872,791 $ 2,034,840 $ 2,026,708 Depreciation and amortization: DSD Segment $ 26,995 $ 26,487 $ 62,175 $ 61,271 Warehouse Segment 3,591 3,524 8,371 8,180 Unallocated corporate costs (118 ) (104 ) (261 ) (252 ) $ 30,468 $ 29,907 $ 70,285 $ 69,199 Income (loss) from operations: DSD Segment $ 78,071 $ 62,413 $ 177,265 $ 159,195 Warehouse Segment 13,976 13,460 30,274 27,569 Unallocated corporate costs (1) (12,006 ) (10,492 ) (30,960 ) (23,182 ) $ 80,041 $ 65,381 $ 176,579 $ 163,582 Interest expense $ (5,998 ) $ (6,494 ) $ (14,357 ) $ (15,618 ) Interest income $ 5,138 $ 4,760 $ 11,915 $ 10,712 Income before income taxes $ 79,181 $ 63,647 $ 174,137 $ 158,676 _________________ (1) Represents the company’s corporate head office amounts. |
Sales by Product Category in Each Reportable Segment | Sales by product category in each reportable segment are as follows for the twelve and twenty-eight weeks ended July 18, 2015 and July 12, 2014 (amounts in thousands): For the Twelve Weeks Ended For the Twelve Weeks Ended July 18, 2015 July 12, 2014 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded Retail $ 473,232 $ 31,129 $ 504,361 $ 457,923 $ 30,594 $ 488,517 Store Branded Retail 116,565 28,535 145,100 120,743 27,003 147,746 Non-retail and Other 162,172 77,162 239,334 157,698 78,830 236,528 Total $ 751,969 $ 136,826 $ 888,795 $ 736,364 $ 136,427 $ 872,791 For the Twenty-Eight Weeks Ended For the Twenty-Eight Weeks Ended July 18, 2015 July 12, 2014 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded Retail $ 1,084,036 $ 70,771 $ 1,154,807 $ 1,062,619 $ 70,956 $ 1,133,575 Store Branded Retail 249,662 66,503 316,165 267,976 69,331 337,307 Non-retail and Other 384,434 179,434 563,868 368,891 186,935 555,826 Total $ 1,718,132 $ 316,708 $ 2,034,840 $ 1,699,486 $ 327,222 $ 2,026,708 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 6 Months Ended |
Jul. 18, 2015 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | The table below presents the assets held for sale as of July 18, 2015 and January 3, 2015, respectively (amounts in thousands): July 18, 2015 January 3, 2015 Distributor territories $ 18,997 $ 20,491 Acquired Hostess Bread Assets plants and depots 4,041 13,406 Other 7,710 5,211 Total assets held for sale $ 30,748 $ 39,108 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - Segment | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | Jan. 03, 2015 | |
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) currently 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, Southwest, California and select markets in Nevada and the Midwest. 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 baking ingredient mix facility. | ||||
Number of business segments | 2 | ||||
Total year to date sales | Customer Concentration Risk | Wal-Mart/Sam's Club | |||||
Basis of Presentation [Line Items] | |||||
Concentration risk percentage | 19.70% | 19.40% | 19.50% | 19.50% | |
Total year to date sales | DSD Segment | Customer Concentration Risk | |||||
Basis of Presentation [Line Items] | |||||
Concentration risk percentage | 84.00% | ||||
Total year to date sales | DSD Segment | Customer Concentration Risk | Wal-Mart/Sam's Club | |||||
Basis of Presentation [Line Items] | |||||
Concentration risk percentage | 17.20% | 16.90% | 17.00% | 16.80% | |
Total year to date sales | Warehouse Segment | Customer Concentration Risk | |||||
Basis of Presentation [Line Items] | |||||
Concentration risk percentage | 16.00% | ||||
Total year to date sales | Warehouse Segment | Customer Concentration Risk | Wal-Mart/Sam's Club | |||||
Basis of Presentation [Line Items] | |||||
Concentration risk percentage | 2.50% | 2.50% | 2.50% | 2.70% | |
Outstanding Trade Receivables | Customer Concentration Risk | Wal-Mart/Sam's Club | |||||
Basis of Presentation [Line Items] | |||||
Concentration risk percentage | 18.10% | 17.20% |
Effect of Largest Customer in S
Effect of Largest Customer in Sales (Detail) - Total year to date sales - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Wal-Mart/Sam's Club | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 19.70% | 19.40% | 19.50% | 19.50% |
DSD Segment | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 84.00% | |||
DSD Segment | Wal-Mart/Sam's Club | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 17.20% | 16.90% | 17.00% | 16.80% |
Warehouse Segment | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 16.00% | |||
Warehouse Segment | Wal-Mart/Sam's Club | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 2.50% | 2.50% | 2.50% | 2.70% |
Recent Accounting Pronounceme40
Recent Accounting Pronouncements Not Yet Adopted - Additional Information (Detail) $ in Millions | Jul. 18, 2015USD ($) |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Unamortized debt issuance costs | $ 4.2 |
Reclassifications Out of Accumu
Reclassifications Out of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Income before income taxes | $ 79,181 | $ 63,647 | $ 174,137 | $ 158,676 | |
Tax benefit | (27,421) | (21,583) | (60,988) | (55,546) | |
Net income | 51,760 | 42,064 | 113,149 | 103,130 | |
Net of tax | [1] | (1,808) | (566) | (4,138) | (3,804) |
Gains/Losses on Cash Flow Hedges | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Net of tax | (2,838) | (3,514) | |||
Defined Benefit Pension Plan Items | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Income before income taxes | [1] | (906) | (203) | ||
Tax benefit | [1] | 349 | 79 | 814 | 183 |
Net income | [1] | (557) | (124) | (1,300) | (290) |
Prior-service credits | [1],[2] | 108 | 108 | 252 | 252 |
Actuarial losses | [1],[2] | (1,014) | (311) | (2,366) | (725) |
Net of tax | (1,300) | (290) | |||
Income before income taxes | [1] | (2,114) | (473) | ||
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 | [1] | (2,034) | (718) | ||
Tax benefit | [1] | 783 | 276 | 1,778 | 2,199 |
Net income | [1] | (1,251) | (442) | (2,838) | (3,514) |
Income before income taxes | [1] | (4,616) | (5,713) | ||
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) | [1] | (57) | (57) | (135) | (135) |
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 | [1],[3] | $ (1,977) | $ (661) | $ (4,481) | $ (5,578) |
[1] | Amounts in parentheses indicate debits to determine net income. | ||||
[2] | These items are included in the computation of net periodic pension cost. See Note 13, Postretirement Plans, for additional information. | ||||
[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 Co
Changes to Accumulated Other Comprehensive Loss, Net of Income Tax, By Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive (loss), beginning balance | $ (98,020) | $ (62,515) | |||
Other comprehensive income before reclassifications | 1,390 | (900) | |||
Reclassified to earnings from accumulated other comprehensive loss | [1] | $ 1,808 | $ 566 | 4,138 | 3,804 |
Accumulated other comprehensive income (loss), ending balance | (92,492) | (59,611) | (92,492) | (59,611) | |
Gains/Losses on Cash Flow Hedges | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive (loss), beginning balance | (11,408) | (11,416) | |||
Other comprehensive income before reclassifications | 1,390 | (900) | |||
Reclassified to earnings from accumulated other comprehensive loss | 2,838 | 3,514 | |||
Accumulated other comprehensive income (loss), ending balance | (7,180) | (8,802) | (7,180) | (8,802) | |
Defined Benefit Pension Plan Items | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive (loss), beginning balance | (86,612) | (51,099) | |||
Reclassified to earnings from accumulated other comprehensive loss | 1,300 | 290 | |||
Accumulated other comprehensive income (loss), ending balance | $ (85,312) | $ (50,809) | $ (85,312) | $ (50,809) | |
[1] | Amounts in parentheses indicate debits to determine net income. |
Gain or Loss Reclassified from
Gain or Loss Reclassified from Accumulated Other Comprehensive Income for Commodity Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Net of tax | $ 1,251 | $ 442 | $ 2,838 | $ 3,514 |
Commodity Contract | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gross loss reclassified from AOCI into income | 4,481 | 5,578 | ||
Tax benefit | (1,725) | (2,146) | ||
Net of tax | $ 2,756 | $ 3,432 |
Revisions to Applicable Financi
Revisions to Applicable Financial Statement Line Items (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Sales | $ 888,795 | $ 872,791 | $ 2,034,840 | $ 2,026,708 |
Selling, distribution and administrative expense | 318,758 | 314,995 | 742,532 | 735,542 |
DSD Segment | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Sales | $ 751,969 | 736,364 | $ 1,718,132 | 1,699,486 |
Selling, distribution and administrative expense | 283,533 | 662,178 | ||
As Previously Reported | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Sales | 877,378 | 2,037,138 | ||
Selling, distribution and administrative expense | 319,582 | 745,972 | ||
As Previously Reported | DSD Segment | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Sales | 740,951 | 1,709,916 | ||
Selling, distribution and administrative expense | 288,120 | 672,608 | ||
Revisions | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Sales | (4,587) | (10,430) | ||
Selling, distribution and administrative expense | (4,587) | (10,430) | ||
Revisions | DSD Segment | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Sales | (4,587) | (10,430) | ||
Selling, distribution and administrative expense | $ (4,587) | $ (10,430) |
Summary of Goodwill and Other I
Summary of Goodwill and Other Intangible Assets (Detail) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 282,960 | $ 282,960 |
Amortizable intangible assets, net of amortization | 188,684 | 189,969 |
Indefinite-lived intangible assets | 455,000 | 455,000 |
Total goodwill and other intangible assets | $ 926,644 | $ 927,929 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 25, 2015 | Jul. 18, 2015 | Jan. 03, 2015 |
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Acquisition of intangible assets | $ 5,000 | ||
Additional indefinite lived intangible assets separately identified from goodwill | $ 455,000 | $ 455,000 | |
Trademarks | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Acquisition of intangible assets | $ 5,000 | ||
Intangible assets estimated useful life | 20 years |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 255,045 | $ 250,045 |
Accumulated Amortization | 66,361 | 60,076 |
Net Value | 188,684 | 189,969 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 76,727 | 71,727 |
Accumulated Amortization | 15,570 | 14,152 |
Net Value | 61,157 | 57,575 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 169,921 | 169,921 |
Accumulated Amortization | 45,495 | 41,099 |
Net Value | 124,426 | 128,822 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,274 | 4,274 |
Accumulated Amortization | 3,674 | 3,351 |
Net Value | 600 | 923 |
Distribution Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,123 | 4,123 |
Accumulated Amortization | 1,622 | 1,474 |
Net Value | $ 2,501 | $ 2,649 |
Aggregate Amortization Expense
Aggregate Amortization Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Aggregate amortization expense | $ 2,710 | $ 2,716 | $ 6,285 | $ 6,336 |
Estimated Net Amortization of I
Estimated Net Amortization of Intangibles (Detail) $ in Thousands | Jul. 18, 2015USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2015 | $ 5,409 |
2,016 | 11,302 |
2,017 | 10,830 |
2,018 | 10,682 |
2,019 | $ 10,553 |
Fair Value of Financial Instr50
Fair Value of Financial Instruments - Additional Information (Detail) $ in Thousands | Mar. 28, 2012 | Jul. 18, 2015USD ($)Distributor | Jan. 03, 2015USD ($) |
Fair Value Disclosures [Line Items] | |||
Number of independent distributors | Distributor | 3,720 | ||
Long term debt carrying value | $ 399,356 | $ 399,304 | |
4.375% Senior Notes | |||
Fair Value Disclosures [Line Items] | |||
Debt instrument term | 10 years | 10 years | |
Notes bearing interest rate | 4.375% | 4.375% | |
Debt Obligations | $ 417,700 | ||
Maximum | |||
Fair Value Disclosures [Line Items] | |||
Financing period of territories, years | 10 years |
Interest Income for Distributor
Interest Income for Distributor Notes Receivable (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Fair Value Disclosures [Abstract] | ||||
Interest Income | $ 5,138 | $ 4,760 | $ 11,915 | $ 10,712 |
Carrying Value of Distributor N
Carrying Value of Distributor Notes (Detail) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Abstract] | ||
Distributor notes receivable | $ 185,552 | $ 182,188 |
Current portion of distributor notes receivable recorded in accounts and notes receivable, net | 20,699 | 20,283 |
Long-term portion of distributor notes receivable | $ 164,853 | $ 161,905 |
Net Fair Value of Commodity Pri
Net Fair Value of Commodity Price Risk (Detail) $ in Thousands | Jul. 18, 2015USD ($) |
Derivatives, Fair Value [Line Items] | |
Assets | $ 76 |
Liabilities | (8,988) |
Net Fair Value | (8,912) |
Level 1 | |
Derivatives, Fair Value [Line Items] | |
Assets | 76 |
Liabilities | (5,678) |
Net Fair Value | (5,602) |
Level 2 | |
Derivatives, Fair Value [Line Items] | |
Liabilities | (3,310) |
Net Fair Value | (3,310) |
Other LongTerm Assets | |
Derivatives, Fair Value [Line Items] | |
Assets | 76 |
Other LongTerm Assets | Level 1 | |
Derivatives, Fair Value [Line Items] | |
Assets | 76 |
Other Current Liabilities | |
Derivatives, Fair Value [Line Items] | |
Liabilities | (7,823) |
Other Current Liabilities | Level 1 | |
Derivatives, Fair Value [Line Items] | |
Liabilities | (5,260) |
Other Current Liabilities | Level 2 | |
Derivatives, Fair Value [Line Items] | |
Liabilities | (2,563) |
Other LongTerm Liabilities | |
Derivatives, Fair Value [Line Items] | |
Liabilities | (1,165) |
Other LongTerm Liabilities | Level 1 | |
Derivatives, Fair Value [Line Items] | |
Liabilities | (418) |
Other LongTerm Liabilities | Level 2 | |
Derivatives, Fair Value [Line Items] | |
Liabilities | $ (747) |
Derivative Financial Instrume54
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | Mar. 28, 2012 | Jul. 18, 2015 | Jul. 18, 2015 | Jul. 12, 2014 | Jan. 03, 2015 |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Cash settlement on hedge | $ 3,100,000 | ||||
Hedge ineffectiveness | $ 0 | $ 0 | |||
Current assets representing collateral for hedged positions | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative instrument, asset | $ 10,500,000 | $ 10,500,000 | $ 16,100,000 | ||
4.375% Senior Notes | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Debt instrument term | 10 years | 10 years | |||
Recognized after debt issuance | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Cash settlement on hedge, net of tax | $ 600,000 | ||||
Amortized over remaining term of senior notes | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Cash settlement on hedge, net of tax | $ 1,500,000 | ||||
Cash settlement on hedge | $ 2,500,000 |
Derivative Instruments Located
Derivative Instruments Located on Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 76 | |
Derivative Liabilities | 8,988 | $ 16,253 |
Commodity Contract | Other LongTerm Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 76 | |
Commodity Contract | Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 7,823 | 12,898 |
Commodity Contract | Other LongTerm Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 1,165 | $ 3,355 |
Effect of Derivative Instrument
Effect of Derivative Instruments Designated as Cash-Flow Hedges in Other Comprehensive Income (Loss) ("OCI") and Condensed Consolidated Income Statement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | [1] | $ 5,818 | $ (16,202) | $ 1,390 | $ (900) |
Amount of (Gain) or Loss Reclassified from Accumulated OCI into Income (Effective Portion)(Net of tax) | [1] | 1,251 | 442 | 2,838 | 3,514 |
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)(Net of tax) | [1] | 35 | 35 | 82 | 82 |
Commodity Contract | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | [1] | 5,818 | (16,202) | 1,390 | (900) |
Commodity Contract | Production Costs | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Gain) or Loss Reclassified from Accumulated OCI into Income (Effective Portion)(Net of tax) | [1],[2] | $ 1,216 | $ 407 | $ 2,756 | $ 3,432 |
[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). |
Accumulated Other Comprehensi57
Accumulated Other Comprehensive Loss (Income) Related to Derivative Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | [1] | $ 5,818 | $ (16,202) | $ 1,390 | $ (900) |
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 | 7,180 | ||||
Closed or Expiring Over Next Three Years | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | 6,145 | ||||
Closed or Expiring Over Next Three Years | Interest rate risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | 1,035 | ||||
Closed Contracts | Closed or Expiring Over Next Three Years | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated amount of derivatives to be reclassified in income from AOCI | 1,698 | ||||
Closed Contracts | Closed or Expiring Over Next Three Years | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated amount of derivatives to be reclassified in income from AOCI | 663 | ||||
Closed Contracts | Closed or Expiring Over Next Three Years | Interest rate risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated amount of derivatives to be reclassified in income from AOCI | 1,035 | ||||
Expiring in 2015 | 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 | 3,923 | ||||
Expiring in 2015 | Closed or Expiring Over Next Three Years | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | 3,923 | ||||
Expiring in 2016 and beyond | 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 | 1,559 | ||||
Expiring in 2016 and beyond | Closed or Expiring Over Next Three Years | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Accumulated other comprehensive income (loss) related to commodity price risk and interest rate risk derivative transactions | $ 1,559 | ||||
[1] | Amounts in parentheses indicate debits to determine net income. |
Financial Contracts Hedging Com
Financial Contracts Hedging Commodity and Interest Rate Risk (Detail) - Cash Flow Hedging $ in Thousands | Jul. 18, 2015USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |
Notional amount of interest rate swap | $ 119,126 |
Wheat Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Notional amount of interest rate swap | 89,546 |
Soybean Oil Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Notional amount of interest rate swap | 18,130 |
Natural Gas Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Notional amount of interest rate swap | $ 11,450 |
Long Term Debt and Capital Leas
Long Term Debt and Capital Leases (Detail) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Debt Disclosure [Abstract] | ||
Unsecured credit facility | $ 53,000 | |
Unsecured new term loan | $ 255,000 | 270,000 |
4.375% senior notes due 2022 | 399,356 | 399,304 |
Capital lease obligations | 20,106 | 22,526 |
Other notes payable | 18,812 | 18,606 |
Total debt | 693,274 | 763,436 |
Current maturities of long-term debt and capital lease obligations | 34,180 | 34,496 |
Total long-term debt and capital lease obligations | $ 659,094 | $ 728,940 |
Long Term Debt and Capital Le60
Long Term Debt and Capital Leases (Parenthetical) (Detail) - 4.375% Senior Notes | 6 Months Ended | 12 Months Ended |
Jul. 18, 2015 | Jan. 03, 2015 | |
Debt Instrument [Line Items] | ||
Notes bearing interest rate | 4.375% | 4.375% |
Senior notes due year | 2,022 | 2,022 |
Debt and Other Obligations - Ad
Debt and Other Obligations - Additional Information (Detail) - USD ($) | Apr. 21, 2015 | Dec. 17, 2014 | Aug. 07, 2014 | Feb. 14, 2014 | Apr. 03, 2012 | Apr. 25, 2015 | Jul. 18, 2015 | Jul. 12, 2014 | Jan. 03, 2015 | Jul. 17, 2013 | Apr. 05, 2013 |
Debt Instrument [Line Items] | |||||||||||
Bank overdraft balance | $ 1,600,000 | $ 15,700,000 | |||||||||
Line of credit facility outstanding daily balance during period | 53,000,000 | ||||||||||
Additional financing costs | $ 400,000 | 486,000 | $ 564,000 | ||||||||
Financing costs | 100,000 | ||||||||||
Discount on notes | $ 1,300,000 | ||||||||||
Line of credit facility, borrowings | 336,000,000 | ||||||||||
Line of credit facility, repaid borrowings | 389,000,000 | ||||||||||
Letter Of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility outstanding daily balance during period | 484,300,000 | ||||||||||
Line of credit facility, amount available | 15,700,000 | ||||||||||
Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility outstanding daily balance during period | 0 | ||||||||||
Facility fee range | 0.05% | ||||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility outstanding daily balance during period | $ 59,500,000 | ||||||||||
Facility fee range | 0.25% | ||||||||||
Base Rate Loans | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.00% | 0.00% | |||||||||
Base Rate Loans | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | 1.25% | |||||||||
Eurodollar Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Eurodollar Loans | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.70% | 1.00% | |||||||||
Eurodollar Loans | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.50% | 2.25% | |||||||||
New Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | ||||||||||
Loan agreement first amendment date | Feb. 14, 2014 | ||||||||||
4.375% Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Additional financing costs | $ 3,900,000 | ||||||||||
Debt instrument face amount | $ 400,000,000 | ||||||||||
Term loan maturity date | Apr. 1, 2022 | ||||||||||
Price to redeem notes as a percentage of principal | 100.00% | ||||||||||
Variable interest rate | 0.35% | ||||||||||
Discount on notes | $ 600,000 | ||||||||||
4.375% Senior Notes | Prior To January First Two Thousand And Twenty Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Price to redeem notes as a percentage of principal | 100.00% | ||||||||||
4.375% Senior Notes | Change Of Control Triggering Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Price to redeem notes as a percentage of principal | 101.00% | ||||||||||
Standby Letters Of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility outstanding daily balance during period | $ 15,700,000 | 16,400,000 | |||||||||
Accounts Receivable Securitization Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility outstanding daily balance during period | $ 0 | 0 | |||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 150,000,000 | |||||||||
Line of credit extended term | 1 year | ||||||||||
Line of credit facility, expiration date | Jul. 17, 2016 | ||||||||||
Unamortized financing costs written-off as a result of the second amendment | $ 100,000 | ||||||||||
Percentage of unamortized financing costs written-off as a result of the second amendment | 37.50% | ||||||||||
Debt instrument covenant compliance | As of July 18, 2015 and January 3, 2015, the company was in compliance with all restrictive covenants under the facility. | ||||||||||
Line of credit facility, amount available | $ 176,500,000 | ||||||||||
Basis spread on variable rate | 0.70% | ||||||||||
Unused borrowing fee | 0.25% | ||||||||||
Additional financing costs | $ 800,000 | ||||||||||
Financing costs | $ 100,000 | $ 200,000 | |||||||||
Accounts Receivable Securitization Facility | Original Lender | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, borrowing percentage | 62.50% | ||||||||||
Accounts Receivable Securitization Facility | New Lender | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, borrowing percentage | 37.50% | ||||||||||
Unsecured Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 700,000,000 | ||||||||||
Additional financing costs | $ 1,700,000 | ||||||||||
Financing costs | $ 300,000 | ||||||||||
Commitment Fee Basis Points | 0.20% | ||||||||||
Line of credit facility, expiration period | 5 years | ||||||||||
Line of credit facility, amount available | $ 500,000,000 | ||||||||||
Line of credit facility, additional borrowing capacity | $ 200,000,000 | ||||||||||
Federal Funds Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% |
Principal Payment Amounts Due u
Principal Payment Amounts Due until the Balance is Paid in Full (Detail) - New Term Loan $ in Thousands | Jul. 18, 2015USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
Remainder of 2015 | $ 15,000 |
2,016 | 67,500 |
2,017 | 112,500 |
2,018 | $ 60,000 |
Aggregate Maturities of Debt Ou
Aggregate Maturities of Debt Outstanding (Including Capital Leases) (Detail) $ in Thousands | Jul. 18, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,015 | $ 17,076 |
2,016 | 73,187 |
2,017 | 121,935 |
2,018 | 69,690 |
2,019 | 7,976 |
2020 and thereafter | 405,243 |
Total | $ 695,107 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Variable Interest Entity [Line Items] | ||
Property, plant and equipment, net | $ 777,473 | $ 807,458 |
VIE | ||
Variable Interest Entity [Line Items] | ||
Property, plant and equipment, net | $ 20,100 | $ 22,500 |
Litigation - Additional Informa
Litigation - Additional Information (Detail) | 6 Months Ended |
Jul. 18, 2015Lawsuits | |
Commitments And Contingencies Disclosure [Abstract] | |
Alleged complaints | 6 |
Basic and Diluted Earnings per
Basic and Diluted Earnings per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 51,760 | $ 42,064 | $ 113,149 | $ 103,130 |
Basic: | ||||
Basic weighted average shares outstanding for common stock | 210,334 | 209,639 | 210,093 | 209,354 |
Basic earnings per common share | $ 0.25 | $ 0.20 | $ 0.54 | $ 0.49 |
Diluted: | ||||
Basic weighted average shares outstanding for common stock | 210,334 | 209,639 | 210,093 | 209,354 |
Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock | 2,538 | 3,280 | 2,705 | 3,552 |
Diluted weighted average shares outstanding for common stock | 212,872 | 212,919 | 212,798 | 212,906 |
Diluted earnings per common share | $ 0.24 | $ 0.20 | $ 0.53 | $ 0.48 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Shares excluded from Computation of Earnings Per Share | 0 | 0 | 0 | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - May. 21, 2014 - Omnibus Plan - shares | Total |
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) - Jul. 18, 2015 - Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding at beginning of period | 6,191 |
Options, Exercised | (258) |
Options, Outstanding at end of period | 5,933 |
Options, Exercisable at end of period | 5,933 |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 10.88 |
Weighted Average Exercise Price, Exercised | 10.83 |
Weighted Average Exercise Price, Outstanding at end of period | 10.88 |
Weighted Average Exercise Price, Exercisable at end of period | $ 10.88 |
Weighted Average Remaining Contractual Term (Years), Outstanding at end of period | 1 year 6 months 22 days |
Weighted Average Remaining Contractual Term (Years), Exercisable at end of period | 1 year 6 months 22 days |
Aggregate Intrinsic Value, Outstanding at end of period | $ 59,609 |
Aggregate Intrinsic Value, Exercisable at end of period | $ 59,609 |
Cash Received, Windfall Tax Ben
Cash Received, Windfall Tax Benefit, and Intrinsic Value from Stock Option Exercises (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 18, 2015 | Jul. 12, 2014 | |
Share Based Compensation [Abstract] | ||
Cash received from option exercises | $ 2,795 | $ 6,888 |
Cash tax windfall, net | 841 | 1,799 |
Intrinsic value of stock options exercised | $ 2,807 | $ 6,234 |
Stock-Based Compensation (Perfo
Stock-Based Compensation (Performance-Contingent Total Shareholder Return Shares) - Additional Information (Detail) | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 13, 2013 | |
Total Shareholders Return | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of actual ROI attainment | 88.00% | ||
2012 awards | Total Shareholders Return | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of actual ROI attainment | 195.00% | ||
Performance Contingent Total Shareholders Return Shares | Performance contingent Awards 2013, 2014 and 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | 2 years | 2 years |
Performance Contingent Total Shareholders Return Shares | Performance contingent Awards 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 18 months | ||
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 Sh
Performance Contingent Total Shareholder Return Shares (Detail) - Total Shareholders Return | 6 Months Ended |
Jul. 18, 2015 | |
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 Shar
Performance Contingent TSR Shares (Detail) - Total Shareholders Return - $ / shares shares in Thousands | 6 Months Ended | |
Jul. 18, 2015 | Jul. 12, 2014 | |
Grant Date Fourth January Twenty Fifteen | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 414 | |
Vesting date | Mar. 1, 2017 | |
Fair value per share | $ 21.21 | |
Grant Date January First Twenty Fourteen | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 366 | |
Vesting date | Mar. 1, 2016 | |
Fair value per share | $ 23.97 |
Stock-Based Compensation (Per74
Stock-Based Compensation (Performance-Contingent Return on Invested Capital Shares) - Additional Information (Detail) - 6 months ended Jul. 18, 2015 | Total |
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% |
Performance Contingent Return On Invested Capital Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of actual ROI attainment | 125.00% |
Performance Contingent Return On Invested Capital Shares | Performance contingent Awards 2013, 2014 and 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Performance Contingent Return On Invested Capital Shares | Performance contingent Awards 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 18 months |
Performance Contingent Return On Invested Capital Shares | 2012 awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of actual ROI attainment | 125.00% |
Performance Contingent ROIC Sha
Performance Contingent ROIC Shares (Detail) - Return On Invested Capital - $ / shares shares in Thousands | 6 Months Ended | |
Jul. 18, 2015 | Jul. 12, 2014 | |
Grant Date Fourth January Twenty Fifteen | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 414 | |
Vesting date | Mar. 1, 2017 | |
Fair value per share | $ 19.14 | |
Grant Date January First Twenty Fourteen | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 366 | |
Vesting date | Mar. 1, 2016 | |
Fair value per share | $ 21.47 |
Stock-Based Compensation (Per76
Stock-Based Compensation (Performance-Contingent Restricted Stock) - Additional Information (Detail) - Jul. 18, 2015 - USD ($) $ in Thousands | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Additional common shares issued | 48,069 |
Maximum percentage of change in grant | 88.00% |
Dividends paid on vested performance-contingent restricted stock awards | $ 879 |
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% |
Total share holder return | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Additional common shares issued | 100,090 |
Expected weighted-average period to recognize compensation cost (years) | 1 year 4 months 17 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 | $ 900 |
Award vesting tax windfall | 1,400 |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | 15,600 |
Total fair value of shares vested | $ 18,400 |
Performance-Contingent Restrict
Performance-Contingent Restricted Stock Activity (Detail) - 6 months ended Jul. 18, 2015 - Performance Contingent Restricted Stock - $ / shares shares in Thousands | Total |
Number of Shares | |
Number of Shares, Balance at beginning of period | 1,404 |
Number of Shares, Initial grant | 829 |
Number of Shares, Vested | (853) |
Number of Shares, Forfeitures | (79) |
Number of shares, Balance at end of period | 1,353 |
Weighted Average Fair Value | |
Weighted Average Fair Value, Balance at beginning of period | $ 19.09 |
Weighted Average Fair Value, Initial grant | 20.18 |
Weighted Average Fair Value, Vested | 16.22 |
Weighted Average Fair Value, Forfeitures | 19.58 |
Weighted Average Fair Value, Balance at end of period | $ 21.26 |
Performance Contingent Return On Invested Capital Shares | |
Number of Shares | |
Number of Shares, Supplemental grant for exceeding ROIC modifier | 100 |
Weighted Average Fair Value | |
Weighted Average Fair Value, Supplemental grant for exceeding ROIC modifier | $ 15.51 |
Performance Contingent Total Shareholder Return Shares | |
Number of Shares | |
Number of Shares, Grant reduction for not achieving the TSR modifier | (48) |
Performance Contingent Total Shareholders Return Shares | |
Weighted Average Fair Value | |
Weighted Average Fair Value, Grant reduction for not achieving the TSR modifier | $ 17.22 |
Stock-Based Compensation (Defer
Stock-Based Compensation (Deferred and Restricted Stock) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 02, 2015 | May. 31, 2013 | Jul. 18, 2015 |
Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award | $ 1.3 | ||
Restricted shares issued | 58,500,000 | ||
Deferred and restricted stock | Retainer Conversion | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Retainers conversion into deferred shares | 130.00% | ||
Deferred shares distributed | 0 | ||
Aggregate shares converted | 19,852,000 | ||
Restricted Stock Award | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares per share | $ 22.25 | ||
Omnibus Plan | Deferred and restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Retainers conversion into deferred shares | 100.00% | ||
Vesting period | 1 year | ||
Annual Grant Awards | Deferred and restricted stock | Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate shares converted | 69,582,000 | ||
Minimum | Deferred and restricted stock | Retainer Conversion | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Minimum | Annual Grant Awards | Deferred and restricted stock | Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year |
Deferred Stock Activity (Detail
Deferred Stock Activity (Detail) - Jul. 18, 2015 - Deferred stock - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Total |
Number of Shares | |
Number of Shares, Balance at beginning of period | 151 |
Number of Shares, Vested | (54) |
Number of Shares, Granted | 70 |
Number of shares, Balance at end of period | 167 |
Weighted Average Fair Value | |
Weighted Average Fair Value, Balance at beginning of period | $ 21.06 |
Weighted Average Fair Value, Vested | 20.94 |
Weighted Average Fair Value, Initial grant | 21.59 |
Weighted Average Fair Value, Balance at end of period | $ 21.29 |
Weighted Average Remaining Contractual Term (Years), Outstanding unvested at end of period | 1 year 1 month 10 days |
Aggregate Intrinsic Value, Outstanding unvested at end of period | $ 3,526 |
Stock-Based Compensation (Def80
Stock-Based Compensation (Deferred Stock) - Additional Information (Detail) - Jul. 18, 2015 - Deferred Stock Activity - USD ($) $ in Millions | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | $ 2.2 |
Expected weighted-average period to recognize compensation cost (years) | 1 year 1 month 10 days |
Intrinsic value of shares vested | $ 1.3 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Appreciation Rights) - Additional Information (Detail) - 6 months ended Jul. 18, 2015 - Stock Appreciation Rights - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Exercisable period | 9 years |
Dividend yield | 2.60% |
Expected volatility | 23.00% |
Risk-free interest | 0.11% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of rights | $ 12.41 |
Expected life | 3 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of rights | $ 12.77 |
Expected life | 5 months 12 days |
Stock Appreciation Rights Activ
Stock Appreciation Rights Activity (Detail) - Jul. 18, 2015 - Stock Appreciation Rights - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Balance at beginning of period | 29 |
Number of shares, Balance at end of period | 29 |
Weighted Average Grant Date Fair Value outstanding, at beginning of period | $ 8.47 |
Weighted Average Grant Date Fair Value outstanding, at end of period | $ 8.47 |
Outstanding unvested at beginning of period, Aggregate Liability | $ 362 |
Summary of Company's Stock Base
Summary of Company's Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation | $ 3,519 | $ 4,991 | $ 10,808 | $ 10,474 |
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation | 197 | |||
Performance Contingent Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation | 3,089 | 4,430 | 9,646 | 9,187 |
Deferred and restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation | 469 | 519 | 1,110 | 1,181 |
Stock Appreciation Rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation | $ (39) | $ 42 | $ 52 | $ (91) |
Summary of Company's Balance Sh
Summary of Company's Balance Sheet Related Pension and Other Post-Retirement Benefit Plan (Detail) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Post-Retirement Plans [Abstract] | ||
Current benefit liability | $ 1,089 | $ 1,089 |
Noncurrent benefit liability | 80,206 | 93,589 |
Accumulated other comprehensive loss, net of tax | $ 85,312 | $ 86,612 |
Post-Retirement Plans - Additio
Post-Retirement Plans - Additional Information (Detail) | 1 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014USD ($) | Sep. 30, 2014Employee | Jan. 03, 2015USD ($) | Jul. 18, 2015USD ($) | Jul. 12, 2014USD ($) | Jan. 03, 2015USD ($) | |
Pension and Other Postretirement Benefits Disclosure [Line Items] | ||||||
Number of former employees covered | Employee | 2,500 | |||||
Percentage reduced in plan obligations | 10.00% | |||||
Pension contributions | $ 7,500,000 | $ 5,029,000 | ||||
Expected pension income for fiscal 2015 | 2,500,000 | |||||
Total cost and employer contributions | $ 14,500,000 | $ 14,400,000 | ||||
Plan No. 1 | ||||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | ||||||
Distributions from existing plan assets | $ 48,400,000 | |||||
Settlement loss | $ 15,400,000 | |||||
Plan No. 2 | ||||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | ||||||
Distributions from existing plan assets | $ 2,000,000 | |||||
Settlement loss | $ 0 |
Components of Net Periodic Bene
Components of Net Periodic Benefit (Income) Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Net Periodic Pension Cost | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 201 | $ 148 | $ 470 | $ 345 |
Interest cost | 4,155 | 4,944 | 9,694 | 11,537 |
Expected return on plan assets | (6,840) | (7,804) | (15,961) | (18,209) |
Amortization of net (gain) loss | 1,149 | 444 | 2,681 | 1,036 |
Total net periodic benefit (income) cost | (1,335) | (2,268) | (3,116) | (5,291) |
Net Periodic Post-Retirement Benefit Cost | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 93 | 87 | 215 | 203 |
Interest cost | 82 | 103 | 194 | 240 |
Amortization of prior service (credit) cost | (108) | (108) | (252) | (252) |
Amortization of net (gain) loss | (135) | (133) | (315) | (311) |
Total net periodic benefit (income) cost | $ (68) | $ (51) | $ (158) | $ (120) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | |
Jul. 18, 2015 | Jul. 12, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 35.00% | 35.00% |
Information Regarding Operation
Information Regarding Operations in Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Sales | $ 888,795 | $ 872,791 | $ 2,034,840 | $ 2,026,708 | |
Depreciation and amortization | 30,468 | 29,907 | 70,285 | 69,199 | |
Income (loss) from operations | 80,041 | 65,381 | 176,579 | 163,582 | |
Interest expense | (5,998) | (6,494) | (14,357) | (15,618) | |
Interest income | 5,138 | 4,760 | 11,915 | 10,712 | |
Income before income taxes | 79,181 | 63,647 | 174,137 | 158,676 | |
Intersegment Eliminations | Sales From Warehouse Segment To DSD Segment | |||||
Segment Reporting Information [Line Items] | |||||
Sales | (30,186) | (31,951) | (75,038) | (71,454) | |
Intersegment Eliminations | Sales From DSD Segment To Warehouse Segment | |||||
Segment Reporting Information [Line Items] | |||||
Sales | (13,853) | (18,290) | (34,259) | (45,203) | |
Unallocated Corporate Costs | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | (118) | (104) | (261) | (252) | |
Income (loss) from operations | [1] | (12,006) | (10,492) | (30,960) | (23,182) |
DSD Segment | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 751,969 | 736,364 | 1,718,132 | 1,699,486 | |
DSD Segment | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 765,822 | 754,654 | 1,752,391 | 1,744,689 | |
Depreciation and amortization | 26,995 | 26,487 | 62,175 | 61,271 | |
Income (loss) from operations | 78,071 | 62,413 | 177,265 | 159,195 | |
Warehouse Segment | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 136,826 | 136,427 | 316,708 | 327,222 | |
Warehouse Segment | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 167,012 | 168,378 | 391,746 | 398,676 | |
Depreciation and amortization | 3,591 | 3,524 | 8,371 | 8,180 | |
Income (loss) from operations | $ 13,976 | $ 13,460 | $ 30,274 | $ 27,569 | |
[1] | Represents the company’s corporate head office amounts. |
Sales by Product Category in Ea
Sales by Product Category in Each Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 18, 2015 | Jul. 12, 2014 | Jul. 18, 2015 | Jul. 12, 2014 | |
Segment Reporting Information [Line Items] | ||||
Sales | $ 888,795 | $ 872,791 | $ 2,034,840 | $ 2,026,708 |
DSD Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 751,969 | 736,364 | 1,718,132 | 1,699,486 |
Warehouse Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 136,826 | 136,427 | 316,708 | 327,222 |
Branded Retail | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 504,361 | 488,517 | 1,154,807 | 1,133,575 |
Branded Retail | DSD Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 473,232 | 457,923 | 1,084,036 | 1,062,619 |
Branded Retail | Warehouse Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 31,129 | 30,594 | 70,771 | 70,956 |
Store Branded Retail | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 145,100 | 147,746 | 316,165 | 337,307 |
Store Branded Retail | DSD Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 116,565 | 120,743 | 249,662 | 267,976 |
Store Branded Retail | Warehouse Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 28,535 | 27,003 | 66,503 | 69,331 |
Non-Retail and Other | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 239,334 | 236,528 | 563,868 | 555,826 |
Non-Retail and Other | DSD Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 162,172 | 157,698 | 384,434 | 368,891 |
Non-Retail and Other | Warehouse Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | $ 77,162 | $ 78,830 | $ 179,434 | $ 186,935 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Detail) - Jul. 18, 2015 $ in Millions | USD ($)StoreTerminal |
Long Lived Assets Held For Sale [Line Items] | |
Impairment loss on equipment classified as held and used | $ 1.5 |
Impairment loss on certain properties held for sale | $ 0.8 |
Acquired Hostess Bread Assets Plants and Depots | Bakeries | |
Long Lived Assets Held For Sale [Line Items] | |
Number of Acquired Hostess Bread Assets to be sold | Store | 20 |
Acquired Hostess Bread Assets Plants and Depots | Depots | |
Long Lived Assets Held For Sale [Line Items] | |
Number of Acquired Hostess Bread Assets to be sold | Terminal | 36 |
Assets Held for Sale (Detail)
Assets Held for Sale (Detail) - USD ($) $ in Thousands | Jul. 18, 2015 | Jan. 03, 2015 |
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | $ 30,748 | $ 39,108 |
Distributor Territories | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | 18,997 | 20,491 |
Acquired Hostess Bread Assets Plants and Depots | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | 4,041 | 13,406 |
Other | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | $ 7,710 | $ 5,211 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Aug. 12, 2015 - Daves Killer Bread - Subsequent Event - USD ($) $ in Millions | Total |
Business acquisition, date of acquisition agreement | Aug. 12, 2015 |
Business acquisition, description | On August 12, 2015, the company signed a definitive agreement to acquire Dave’s Killer Bread, the nation’s leading brand of fresh organic breads, from its existing shareholders for approximately $275 million in cash. The acquisition, which is subject to regulatory approval and customary closing conditions, is expected to be completed in the third quarter of 2015. The acquisition would expand our geographic reach into the Northwest U.S. and into Canada. We plan to fund the acquisition using our existing revolving credit facility and available cash |
Potential payments to acquire businesses gross | $ 275 |