Document and Entity Information
Document and Entity Information - shares | 4 Months Ended | |
Apr. 23, 2016 | May. 12, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 23, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 206,834,857 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 11,469 | $ 14,378 |
Accounts and notes receivable, net of allowances of $1,827 and $1,341, respectively | 283,848 | 269,683 |
Inventories, net: | ||
Raw materials | 42,280 | 42,336 |
Packaging materials | 22,933 | 21,853 |
Finished goods | 50,380 | 46,988 |
Inventories, net | 115,593 | 111,177 |
Spare parts and supplies | 57,286 | 57,288 |
Other | 26,933 | 47,782 |
Total current assets | 495,129 | 500,308 |
Property, plant and equipment, net: | ||
Property, plant and equipment, gross | 1,890,677 | 1,881,264 |
Less: accumulated depreciation | (1,102,910) | (1,076,296) |
Property, plant and equipment, net | 787,767 | 804,968 |
Notes receivable | 147,441 | 154,311 |
Assets held for sale | 44,594 | 36,191 |
Other assets | 8,002 | 7,881 |
Goodwill | 464,926 | 464,926 |
Other intangible assets, net | 867,813 | 875,466 |
Total assets | 2,815,672 | 2,844,051 |
Current liabilities: | ||
Current maturities of long-term debt and capital lease obligations | 110,470 | 74,685 |
Accounts payable | 182,670 | 171,923 |
Other accrued liabilities | 147,398 | 157,130 |
Total current liabilities | 440,538 | 403,738 |
Long-term debt: | ||
Total long-term debt and capital lease obligations | 953,821 | 930,022 |
Other liabilities: | ||
Post-retirement/post-employment obligations | 72,601 | 76,541 |
Deferred taxes | 149,992 | 146,462 |
Other long-term liabilities | 42,838 | 44,206 |
Total other long-term liabilities | 265,431 | 267,209 |
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 — 21,894,728 shares and 16,463,137 shares, respectively | (277,219) | (174,635) |
Capital in excess of par value | 618,975 | 636,501 |
Retained earnings | 905,943 | 877,817 |
Accumulated other comprehensive loss | (92,016) | (96,800) |
Total stockholders’ equity | 1,155,882 | 1,243,082 |
Total liabilities and stockholders’ equity | $ 2,815,672 | $ 2,844,051 |
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 | Apr. 23, 2016 | Jan. 02, 2016 |
Accounts and notes receivable, allowances | $ 1,827 | $ 1,341 |
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 | 21,894,728 | 16,463,137 |
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 | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Income Statement [Abstract] | ||
Sales | $ 1,204,352 | $ 1,146,045 |
Materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately below) | 621,190 | 585,916 |
Selling, distribution and administrative expenses | 444,539 | 423,774 |
Depreciation and amortization | 43,467 | 39,817 |
Income from operations | 95,156 | 96,538 |
Interest expense | 9,068 | 8,359 |
Interest income | (6,290) | (6,777) |
Income before income taxes | 92,378 | 94,956 |
Income tax expense | 33,015 | 33,567 |
Net income | $ 59,363 | $ 61,389 |
Basic: | ||
Net income per common share | $ 0.28 | $ 0.29 |
Weighted average shares outstanding | 210,662 | 209,913 |
Diluted: | ||
Net income per common share | $ 0.28 | $ 0.29 |
Weighted average shares outstanding | 212,836 | 212,718 |
Cash dividends paid per common share | $ 0.145 | $ 0.1325 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 23, 2016 | Apr. 25, 2015 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 59,363 | $ 61,389 | |
Pension and postretirement plans: | |||
Amortization of prior service cost (credit) included in net income | 33 | (89) | |
Amortization of actuarial loss included in net income | 1,020 | 832 | |
Pension and postretirement plans, net of tax | 1,053 | 743 | |
Derivative instruments: | |||
Net change in fair value of derivatives | [1] | 2,588 | (4,428) |
Loss reclassified to net income | 1,143 | 1,587 | |
Derivative instruments, net of tax | 3,731 | (2,841) | |
Other comprehensive income (loss), net of tax | 4,784 | (2,098) | |
Comprehensive income | $ 64,147 | $ 59,291 | |
[1] | Amounts in parentheses indicate debits to determine net income. |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 4 months ended Apr. 23, 2016 - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Capital in Excess of Par ValueA S R Non Settled Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Balances at Jan. 02, 2016 | $ 1,243,082 | $ 199 | $ 636,501 | $ 877,817 | $ (96,800) | $ (174,635) | |
Balances (in shares) at Jan. 02, 2016 | 228,729,585 | (16,463,137) | |||||
Net income | 59,363 | 59,363 | |||||
Derivative instruments, net of tax | 3,731 | 3,731 | |||||
Pension and postretirement plans, net of tax | 1,053 | 1,053 | |||||
Exercise of stock options | 1,124 | (36) | $ 1,160 | ||||
Exercise of stock options (in shares) | 102,536 | ||||||
Amortization of share-based compensation awards | 7,790 | 7,790 | |||||
Issuance of deferred compensation | (79) | $ 79 | |||||
Issuance of deferred compensation (in shares) | 3,940 | ||||||
Tax effect related to share-based payment awards | (2,727) | (2,727) | |||||
Performance-contingent restricted stock awards issued (Note 13) | (4,449) | $ 4,449 | |||||
Performance-contingent restricted stock awards issued (in shares) | 419,367 | ||||||
Issuance of deferred stock awards | (25) | $ 25 | |||||
Issuance of deferred stock awards (in shares) | 2,380 | ||||||
Stock repurchases | $ (108,297) | $ (108,297) | |||||
Stock repurchases (in shares) | (5,959,814) | (5,959,814) | |||||
Accelerated stock repurchases not yet settled | $ (18,000) | $ (18,000) | |||||
Dividends paid on vested share-based payment awards | (443) | (443) | |||||
Dividends paid — $0.145 per common share | (30,794) | (30,794) | |||||
Balances at Apr. 23, 2016 | $ 1,155,882 | $ 199 | $ 618,975 | $ 905,943 | $ (92,016) | $ (277,219) | |
Balances (in shares) at Apr. 23, 2016 | 228,729,585 | (21,894,728) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Statement Of Stockholders Equity [Abstract] | ||
Cash dividends paid per common share | $ 0.145 | $ 0.1325 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: | ||
Net income | $ 59,363 | $ 61,389 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 7,779 | 7,289 |
Loss reclassified from accumulated other comprehensive income to net income | 1,782 | 2,504 |
Depreciation and amortization | 43,467 | 39,817 |
Deferred income taxes | (2,387) | 3,888 |
Provision for inventory obsolescence | 449 | 377 |
Allowances for accounts receivable | 1,785 | 481 |
Pension and postretirement plans income | (1,894) | (1,871) |
Other | (2,936) | (226) |
Qualified pension plan contributions | (2,500) | |
Changes in operating assets and liabilities, net of acquisitions and disposals: | ||
Accounts receivable, net | (16,146) | (22,686) |
Inventories, net | (4,866) | (6,101) |
Hedging activities, net | 11,646 | (6,205) |
Other assets | 8,591 | 4,936 |
Accounts payable | 11,162 | 30,523 |
Other accrued liabilities | 2,912 | 6,808 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 120,707 | 118,423 |
CASH FLOWS PROVIDED BY (DISBURSED FOR) INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (23,912) | (19,983) |
Proceeds from sale of property, plant and equipment | 1,530 | 924 |
Repurchase of independent distributor territories | (8,042) | (9,120) |
Principal payments from notes receivable | 8,322 | 7,847 |
Acquisition of intangible assets | (5,000) | |
NET CASH DISBURSED FOR INVESTING ACTIVITIES | (22,102) | (25,332) |
CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: | ||
Dividends paid, including dividends on share-based payment awards | (31,237) | (28,685) |
Exercise of stock options | 1,124 | 2,082 |
Excess windfall tax benefit related to share-based payment awards | 200 | 2,040 |
Payments for financing fees | (605) | (483) |
Stock repurchases, including accelerated stock repurchases | (126,297) | (6,858) |
Change in bank overdrafts | (5,699) | (4,044) |
Proceeds from debt borrowings | 1,079,200 | 374,200 |
Debt and capital lease obligation payments | (1,018,200) | (430,900) |
NET CASH DISBURSED FOR FINANCING ACTIVITIES | (101,514) | (92,648) |
Net (decrease) increase in cash and cash equivalents | (2,909) | 443 |
Cash and cash equivalents at beginning of period | 14,378 | 7,523 |
Cash and cash equivalents at end of period | $ 11,469 | $ 7,966 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 4 Months Ended |
Apr. 23, 2016 | |
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 sixteen weeks ended April 23, 2016 and April 25, 2015 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at January 2, 2016 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 2, 2016. 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 2, 2016. REPORTING PERIODS — The company operates on a 52-53 week fiscal year ending the Saturday nearest December 31. Fiscal 2016 consists of 52 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 23, 2016 (sixteen weeks), second quarter ending July 16, 2016 (twelve weeks), third quarter ending October 8, 2016 (twelve weeks) and fourth quarter ending December 31, 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 (83% of total year to date sales) currently operates 39 bakeries that produce 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, the Midwest and the Pacific Northwest. The Warehouse Segment (17% of total year to date sales) currently operates ten 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 sixteen weeks ended April 23, 2016 and April 25, 2015. Walmart/Sam’s Club is the only customer to account for greater than 10% of the company’s sales. For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 (% of Sales) DSD Segment 16.3 16.8 Warehouse Segment 2.8 2.6 Total 19.1 19.4 Walmart/Sam’s Club is our only customer with a balance greater than 10% of outstanding trade receivables. Their percentage of trade receivables was 20.6% and 18.9%, on a consolidated basis, as of April 23, 2016 and January 2, 2016, 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 April 23, 2016 from those disclosed in the company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016. |
BASIS OF PRESENTATION (POLICIES
BASIS OF PRESENTATION (POLICIES) | 4 Months Ended |
Apr. 23, 2016 | |
Accounting Policies [Abstract] | |
INTERIM FINANCIAL STATEMENTS | 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 sixteen weeks ended April 23, 2016 and April 25, 2015 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at January 2, 2016 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 2, 2016. |
ESTIMATES | 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 2, 2016. |
REPORTING PERIODS | REPORTING PERIODS — The company operates on a 52-53 week fiscal year ending the Saturday nearest December 31. Fiscal 2016 consists of 52 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 23, 2016 (sixteen weeks), second quarter ending July 16, 2016 (twelve weeks), third quarter ending October 8, 2016 (twelve weeks) and fourth quarter ending December 31, 2016 (twelve weeks). |
SEGMENTS | 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 (83% of total year to date sales) currently operates 39 bakeries that produce 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, the Midwest and the Pacific Northwest. The Warehouse Segment (17% of total year to date sales) currently operates ten 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 | SIGNIFICANT CUSTOMER — Following is the effect our largest customer, Walmart/Sam’s Club, had on the company’s sales for the sixteen weeks ended April 23, 2016 and April 25, 2015. Walmart/Sam’s Club is the only customer to account for greater than 10% of the company’s sales. For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 (% of Sales) DSD Segment 16.3 16.8 Warehouse Segment 2.8 2.6 Total 19.1 19.4 Walmart/Sam’s Club is our only customer with a balance greater than 10% of outstanding trade receivables. Their percentage of trade receivables was 20.6% and 18.9%, on a consolidated basis, as of April 23, 2016 and January 2, 2016, respectively. No other customer accounted for greater than 10% of the company’s outstanding trade receivables. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | 4 Months Ended |
Apr. 23, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | 2. RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED In May 2014, the Financial Accounting Standards Board (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. In March 2016, the FASB amended the initial guidance to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB amended the initial guidance to clarify the identification of performance conditions and the licensing implementation guidance. 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 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. In February 2016, the FASB issued guidance that requires an entity to recognize lease liabilities and a right-of-use asset for virtually all leases (other than those that meet the definition of a short-term lease) on the balance sheet and to disclose key information about the entity’s leasing arrangements. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with earlier adoption permitted. This guidance must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The company is evaluating the potential impact of this guidance on our Condensed Consolidated Financial Statements. In March 2016, the FASB issued guidance to simplify several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted. The company is evaluating the potential impact of this guidance on our 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 upon future adoption. |
RECENTLY ADOPTED ACCOUNTING PRO
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | 4 Months Ended |
Apr. 23, 2016 | |
Prospective Adoption Of New Accounting Pronouncements [Abstract] | |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | 3. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS 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. This guidance was adopted as of January 3, 2016 (the first day of our fiscal 2016) with application of the provisions retrospectively. Debt issuance costs associated with line-of-credit arrangements is not addressed by this guidance. The company’s accounts receivable securitization facility and credit facility, discussed in Note 9, Debt and Other Obligations In November 2015, the FASB issued guidance that requires entities to report deferred tax liabilities and assets as noncurrent in a classified statement of financial position. The previous requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by this guidance. This guidance is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The company adopted this standard for the annual period beginning on January 3, 2016 (the first day of our fiscal 2016) and applied it retrospectively. As a result of adopting this standard, all deferred tax assets and liabilities have been classified as noncurrent for the Condensed Consolidated Balance Sheets as of April 23, 2016 and January 2, 2016. The balance sheet as of January 2, 2016 was retrospectively adjusted, which resulted in a $37.2 million decrease in the current deferred income tax asset balance and in the long-term deferred income tax liability balance. The table below presents the adjustments for each of the line items impacted for these pronouncements (amounts in thousands): As adjusted January 2, 2016 January 2, 2016 ASSETS Deferred taxes $ 37,207 $ — Total current assets 537,515 500,308 Other assets 11,791 7,881 Total assets $ 2,885,168 $ 2,844,051 LIABILITIES AND STOCKHOLDERS’ EQUITY Total long-term debt and capital lease obligations 933,932 930,022 Deferred taxes 183,669 146,462 Total other long-term liabilities 304,416 267,209 Total liabilities and stockholders’ equity $ 2,885,168 $ 2,844,051 In September 2015, the FASB issued guidance that entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This guidance also requires that an entity present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for our fiscal 2016. This is applied prospectively to adjustments to provisional amounts that occur after the effective date of the guidance. The potential impact of the guidance on the company’s Condensed Consolidated Financial Statements will only be known after a measurement period adjustment for an acquisition is recognized. The adoption of this guidance had no impact on the company during the sixteen weeks ended April 23, 2016. |
ACQUISITIONS
ACQUISITIONS | 4 Months Ended |
Apr. 23, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 4. ACQUISITIONS Alpine Valley Bread Company On October 13, 2015, the company completed the acquisition of 100% of the capital stock of Alpine Valley Bread Company (“Alpine”), a leading organic bread baker, from its shareholders for total consideration of approximately $121.9 million inclusive of payments for certain tax benefits. We paid cash of $109.3 million and issued 481,540 shares of our common stock to the sellers in a private placement. Alpine operates two production facilities in Mesa, Arizona and has widespread distribution across the U.S. The Alpine acquisition has been accounted for as a business combination and is included in our Warehouse Segment. The results of Alpine’s operations were included in the company’s Condensed Consolidated Financial Statements beginning on October 14, 2015. The total preliminary goodwill recorded for this acquisition was $36.0 million and it is deductible for tax purposes. During fiscal 2015, the company incurred $1.6 million of acquisition-related costs for Alpine. The acquisition-related costs for Alpine were recorded in the selling, distribution and administrative expense line item in our Condensed Consolidated Statements of Income. Alpine contributed $11.9 million in sales during fiscal 2015. Alpine’s operating income since the acquisition was immaterial to our fiscal 2015 results of operations. The following table summarizes the consideration paid for Alpine based on the fair value at the acquisition date. This table is based on preliminary valuations for the assets acquired and liabilities assumed. The identifiable intangible assets, property, plant and equipment, and certain financial assets and taxes are still under review. We will continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed (amounts in thousands): Fair Value of consideration transferred: Cash consideration paid $ 109,340 Stock consideration paid 12,602 Total consideration paid 121,942 Recognized amounts of identifiable assets acquired and liabilities assumed: Property, plant, and equipment 15,614 Identifiable intangible assets 64,600 Financial assets 5,687 Net recognized amounts of identifiable assets acquired 85,901 Goodwill $ 36,041 The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods): Total Weighted average amortization years Attribution Method Trademarks $ 20,900 40.0 Straight-line Customer relationships 43,700 25.0 Sum of year digits $ 64,600 29.9 The fair value of trade receivables is $4.8 million with an immaterial amount determined to be uncollectible. We did not acquire any other class of receivables as a result of the acquisition. Dave’s Killer Bread On September 12, 2015, the company completed the acquisition of 100% of the capital stock of Dave’s Killer Bread (“DKB”), the nation’s best-selling organic bread, from its shareholders for total cash payments of approximately $282.1 million inclusive of payments for certain tax benefits. DKB operates one production facility in Milwaukie, Oregon and has widespread distribution across the U.S. We believe the acquisition of DKB strengthens our position as the second-largest baker in the U.S. by giving us access to the fast growing organic bread category and expanding our geographic reach into the Pacific Northwest. The DKB acquisition has been accounted for as a business combination and is included in our DSD Segment. The results of DKB’s operations are included in the company’s Condensed Consolidated Financial Statements beginning on September 13, 2015. The total preliminary goodwill recorded for this acquisition was $145.9 million and it is not deductible for tax purposes. During fiscal 2015, the company incurred $4.6 million of acquisition-related costs for DKB. The acquisition-related costs for DKB were recorded in the selling, distribution and administrative expense line item in our Condensed Consolidated Statements of Income. DKB contributed $37.6 million in sales during fiscal 2015. DKB’s operating income since the acquisition was immaterial to our fiscal 2015 results of operations. The following table summarizes the consideration paid for DKB based on the fair value at the acquisition date. This table is based on preliminary valuations for the assets acquired and liabilities assumed. The identifiable intangible assets, property, plant and equipment, and certain financial assets and taxes are still under review. We will also continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed (amounts in thousands): Fair Value of consideration transferred: Cash consideration paid $ 282,115 Recognized amounts of identifiable assets acquired and liabilities assumed: Property, plant, and equipment 9,769 Identifiable intangible assets 176,300 Deferred income taxes (60,142 ) Financial assets 10,263 Net recognized amounts of identifiable assets acquired 136,190 Goodwill $ 145,925 The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods): Total Weighted average amortization years Attribution Method Trademarks $ 107,700 40.0 Straight-line Customer relationships 68,000 25.0 Sum of year digits Non-compete agreements 600 2.0 Straight-line $ 176,300 34.1 The fair value of trade receivables is $14.2 million. The gross amount of the receivable is $14.4 million of which $0.2 million is determined to be uncollectible. We did not acquire any other class of receivables as a result of the acquisition. Unaudited pro forma consolidated results of operations for the Alpine and DKB acquisitions are not included because the company determined that they are immaterial. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI") | 4 Months Ended |
Apr. 23, 2016 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI") | 5. 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 sixteen weeks ended April 23, 2016 and April 25, 2015, reclassifications out of accumulated other comprehensive loss were as follows (amounts in thousands): Amount Reclassified from AOCI For the Sixteen Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) April 23, 2016 April 25, 2015 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (77 ) $ (77 ) Interest expense Commodity contracts (1,782 ) (2,504 ) Cost of sales, Note 3 Total before tax (1,859 ) (2,581 ) Total before tax Tax benefit 716 994 Tax benefit Total net of tax (1,143 ) (1,587 ) Net of tax Amortization of defined benefit pension items: Prior-service (cost) credits (54 ) 144 Note 1 Actuarial losses (1,658 ) (1,352 ) Note 1 Total before tax (1,712 ) (1,208 ) Total before tax Tax benefit 659 465 Tax benefit Total net of tax (1,053 ) (743 ) Net of tax Total reclassifications $ (2,196 ) $ (2,330 ) Net of tax Note 1: These items are included in the computation of net periodic pension cost. See Note 14, Post-retirement 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 sixteen weeks ended April 23, 2016, 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 2, 2016 $ (10,190 ) $ (86,610 ) $ (96,800 ) Other comprehensive income before reclassifications 2,588 — 2,588 Reclassified to earnings from accumulated other comprehensive loss 1,143 1,053 2,196 Accumulated other comprehensive loss, April 23, 2016 $ (6,459 ) $ (85,557 ) $ (92,016 ) During the sixteen weeks ended April 25, 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 (4,428 ) — (4,428 ) Reclassified to earnings from accumulated other comprehensive loss 1,587 743 2,330 Accumulated other comprehensive loss, April 25, 2015 $ (14,249 ) $ (85,869 ) $ (100,118 ) 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 loss reclassified from accumulated other comprehensive income (“AOCI”) for our commodity contracts (amounts in thousands): For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 Gross loss reclassified from AOCI into income $ 1,782 $ 2,504 Tax benefit (686 ) (964 ) Net of tax $ 1,096 $ 1,540 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 4 Months Ended |
Apr. 23, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 6. GOODWILL AND OTHER INTANGIBLE ASSETS The table below summarizes our goodwill and other intangible assets at April 23, 2016 and January 2, 2016, respectively, each of which is explained in additional detail below (amounts in thousands): April 23, 2016 January 2, 2016 Goodwill $ 464,926 $ 464,926 Amortizable intangible assets, net of amortization 453,813 461,466 Indefinite-lived intangible assets 414,000 414,000 Total goodwill and other intangible assets $ 1,332,739 $ 1,340,392 There were no changes in the carrying amount of goodwill, by segment, since January 2, 2016. As of April 23, 2016 and January 2, 2016, the company had the following amounts related to amortizable intangible assets (amounts in thousands): April 23, 2016 January 2, 2016 Asset Cost Accumulated Amortization Net Value Cost Accumulated Amortization Net Value Trademarks $ 246,327 $ 20,219 $ 226,108 $ 246,327 $ 18,037 $ 228,290 Customer relationships 281,621 56,760 224,861 281,621 51,650 229,971 Non-compete agreements 4,874 4,320 554 4,874 4,043 831 Distributor relationships 4,123 1,833 2,290 4,123 1,749 2,374 Total $ 536,945 $ 83,132 $ 453,813 $ 536,945 $ 75,479 $ 461,466 Aggregate amortization expense for the sixteen weeks ended April 23, 2016 and April 25, 2015 was as follows (amounts in thousands): Amortization Expense For the sixteen weeks ended April 23, 2016 $ 7,653 For the sixteen weeks ended April 25, 2015 $ 3,575 There are $414.0 million of indefinite-lived intangible trademark assets separately identified from goodwill at April 23, 2016 and January 2, 2016. These trademarks are classified as indefinite-lived because we believe they are well established brands, many older than forty years old with a long history and well defined markets. In addition, we are continuing to use these brands both in their original markets and throughout our expansion territories. We believe these factors support an indefinite-life assignment. We perform an annual impairment analysis, or on interim basis if the facts and circumstances change, to determine if the trademarks are realizing the expected economic benefits. During the fourth quarter of our fiscal 2015, we reviewed our long-term strategy for all of our organic bread brands due to the acquisitions of the Dave’s Killer Bread (“DKB”) and Alpine Valley Bread Company (“Alpine”) organic brands in our third and fourth quarter, respectively, of fiscal 2015. We previously acquired the Barowsky’s Barowsky’s Barowsky’s Barowsky’s Estimated amortization of intangibles for each of the next five years is as follows (amounts in thousands): Amortization of Intangibles Remainder of 2016 $ 16,837 2017 $ 23,578 2018 $ 22,878 2019 $ 22,385 2020 $ 21,893 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4 Months Ended |
Apr. 23, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 7. 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 independent distributors’ distribution rights by independent distributors. These notes receivable are recorded in the Consolidated Balance Sheet at carrying value, which represents the closest approximation of fair value. 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 distribution rights notes is the prevailing market rate at which similar loans would be made to independent distributors with similar credit ratings and for the same maturities. However, the company finances approximately 3,430 independent distributors all with varied financial histories and credit risks. Considering the diversity of credit risks among the independent distributors, the company has no method to accurately determine a market interest rate to apply to the notes. The distribution rights are generally financed for up to ten years and the distribution rights notes are collateralized by the independent distributors’ distribution rights. The company maintains a wholly-owned subsidiary to assist in financing the distribution rights purchase activities if requested by new independent distributors, using the distribution rights 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 sixteen weeks ended April 23, 2016 $ 6,290 For the sixteen weeks ended April 25, 2015 $ 6,777 At April 23, 2016 and January 2, 2016, respectively, the carrying value of the distributor notes was as follows (amounts in thousands): April 23, 2016 January 2, 2016 Distributor notes receivable $ 167,838 $ 174,904 Current portion of distributor notes receivable recorded in accounts and notes receivable, net 20,397 20,593 Long-term portion of distributor notes receivable $ 147,441 $ 154,311 At April 23, 2016 and January 2, 2016, 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 April 23, 2016 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 9, Debt and Other Obligations For fair value disclosure information about our derivative assets and liabilities see Note 8, Derivative Financial Instruments |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 4 Months Ended |
Apr. 23, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 8. 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 April 23, 2016, 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 323 — — 323 Total 323 — — 323 Liabilities: Other current (6,719 ) (2,213 ) — (8,932 ) Other long-term — — — — Total (6,719 ) (2,213 ) — (8,932 ) Net Fair Value $ (6,396 ) $ (2,213 ) $ — $ (8,609 ) As of January 2, 2016, the company’s commodity hedge portfolio contained derivatives which are recorded in the following accounts with fair values measured as indicated (amounts in thousands): Level 1 Level 2 Level 3 Total Liabilities: Other current (11,926 ) (2,941 ) — (14,867 ) Other long-term (20 ) — — (20 ) Total (11,946 ) (2,941 ) — (14,887 ) Net Fair Value $ (11,946 ) $ (2,941 ) $ — $ (14,887 ) 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 2017. 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 April 23, 2016 and January 2, 2016 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 April 23, 2016 January 2, 2016 April 23, 2016 January 2, 2016 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 $ 8,932 Other current liabilities $ 14,867 Commodity contracts Other long term assets $ 323 Other long term assets — Other long-term liabilities — Other long-term liabilities 20 Total $ 323 $ — $ 8,932 $ 14,887 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 Sixteen Weeks Ended Reclassified from AOCI For the Sixteen Weeks Ended Hedge Relationships (2) April 23, 2016 April 25, 2015 into Income (Effective Portion)(2) April 23, 2016 April 25, 2015 Interest rate contracts $ — $ — Interest (expense) income $ (47 ) $ (47 ) Commodity contracts 2,588 (4,428 ) Production costs(1) (1,096 ) (1,540 ) Total $ 2,588 $ (4,428 ) $ (1,143 ) $ (1,587 ) 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, and no amounts were excluded from the ineffectiveness testing, during the sixteen weeks ended April 23, 2016 and April 25, 2015, 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 April 23, 2016: Commodity price risk derivatives Interest rate risk derivatives Totals Closed contracts $ 247 $ 917 $ 1,164 Expiring in 2016 5,332 — 5,332 Expiring in 2017 (37 ) — (37 ) Total $ 5,542 $ 917 $ 6,459 Derivative Transactions Notional Amounts As of April 23, 2016, 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 $ 115,682 Soybean oil contracts 11,605 Natural gas contracts 9,505 Total $ 136,792 The company’s derivative instruments contain no credit-risk related contingent features at April 23, 2016. As of April 23, 2016 and January 2, 2016, the company had $7.3 million and $20.7 million, respectively, in other current assets representing collateral for hedged positions. |
DEBT AND OTHER OBLIGATIONS
DEBT AND OTHER OBLIGATIONS | 4 Months Ended |
Apr. 23, 2016 | |
Debt Disclosure [Abstract] | |
DEBT AND OTHER OBLIGATIONS | 9. DEBT AND OTHER OBLIGATIONS Long-term debt and capital leases (net of issuance costs and debt discounts excluding line-of-credit arrangements) consisted of the following at April 23, 2016 and January 2, 2016 (amounts in thousands): April 23, 2016 January 2, 2016 Unsecured credit facility $ 68,500 $ 160,000 Unsecured 2013 term loan 231,072 238,515 Unsecured 2016 term loan 149,371 — 4.375% senior notes due 2022 397,124 396,975 Accounts receivable securitization 180,000 170,000 Capital lease obligations 19,118 20,228 Other notes payable 19,106 18,989 1,064,291 1,004,707 Current maturities of long-term debt and capital lease obligations 110,470 74,685 Total long-term debt and capital lease obligations $ 953,821 $ 930,022 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 April 23, 2016 and January 2, 2016, the bank overdraft balance was $12.3 million and $18.0 million, respectively. The company also had standby letters of credit (“LOCs”) outstanding of $15.7 million and $16.9 million at April 23, 2016 and January 2, 2016, 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. 2016 Term Loan, Accounts Receivable Securitization Facility, 2013 Term Loan, Senior Notes, and Credit Facility 2016 Term Loan. We entered into an unsecured term facility (the “2016 term loan”) on April 19, 2016. The 2016 term loan provides for a five-year, syndicated, unsecured term loan pursuant to which we may incur term loan borrowings in a single draw up to an aggregate principal amount of $150.0 million. The proceeds of the 2016 term loan borrowings were used to finance working capital and for general corporate purposes and to pay fees and expenses related to the 2016 term loan. The company drew down the full amount of the 2016 term loan at execution. The 2016 term loan amortizes in quarterly installments based on an increasing annual percentage. The first payment is due and payable on June 30, 2016 (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 2016 term loan as of April 23, 2016 (amounts in thousands): Fiscal Year Payments Remainder of 2016 $ 11,250 2017 $ 15,000 2018 $ 15,000 2019 $ 31,875 2020 $ 60,000 2021 $ 16,875 Voluntary prepayments on the 2016 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 0.75% 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 $0.6 million in connection with the 2016 term loan, which are being amortized over the life of the 2016 term loan. The 2016 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. As of April 23, 2016, the company was in compliance with all restrictive covenants under the 2016 term loan. 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 an amendment to 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 a second amendment to 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. On August 20, 2015, the company executed a third amendment to the facility to extend the term to August 11, 2017 and to add a leverage pricing grid. This amendment was accounted for as a modification. 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 was $180.0 million outstanding under the facility as of April 23, 2016. There was $170.0 million outstanding under the facility as of January 2, 2016. As of April 23, 2016 and January 2, 2016, the company was in compliance with all restrictive covenants under the facility. On April 23, 2016, the company had $0.3 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 to 100 basis points based on leverage. An unused fee of 25 to 35 basis points is applicable on the unused commitment at each reporting period based on leverage. 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 fiscal 2015 for the second and third amendments. 2013 . We entered into a senior unsecured delayed-draw term facility (the “2013 term loan”) on April 5, 2013 with a commitment of up to $300.0 million. The company drew down the full amount of the 2013 term loan on July 18, 2013 (the “borrowing date”). The 2013 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. Voluntary prepayments on the 2013 term loan may be made without premium or penalty. The table below presents the principal payment amounts remaining under the 2013 term loan as of April 23, 2016 (amounts in thousands): Fiscal Year Payments Remainder of 2016 $ 60,000 2017 $ 112,500 2018 $ 60,000 On February 14, 2014, we entered into an amendment to the 2013 term loan, which was accounted for as a modification of the debt, which favorably reduced the interest rates described below from those entered into originally on April 5, 2013. On April 19, 2016, we entered into an amendment to the 2013 term loan, which was accounted for as a modification of the debt, that addressed changes in law affecting the terms of the existing agreement, makes certain terms of the existing agreement consistent with the terms of the 2016 term loan, and amends the terms to permit the indebtedness to be incurred under the 2016 term loan. The April 19, 2016 amendment also reduced the applicable interest rate by reducing the applicable margin for base rate loans to a range of 0.00% to 1.25% and the Eurodollar rate loans to 0.75% to 2.25%, in each case, based on the company’s leverage ratio. Interest is due quarterly in arrears on any outstanding borrowings at a customary Eurodollar rate or the base rate plus applicable margin. 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 execution of the 2013 term loan, which are being amortized over the life of the 2013 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 2013 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 April 23, 2016 and January 2, 2016, the company was in compliance with all restrictive covenants under the 2013 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 debt issuance costs and debt discount on the notes is $2.9 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 April 23, 2016 and January 2, 2016, the company was in compliance with all restrictive covenants under the indenture governing the notes. Credit Facility . On April 19, 2016, the company amended its senior unsecured credit facility (the “credit facility”), which was accounted for as a modification of the debt, that addressed changes in law affecting the terms of the existing agreement, makes certain terms of the existing agreement consistent with the terms of the 2016 term loan, and amends the terms to permit the indebtedness to be incurred under the 2016 term loan. In addition, the amendment increases the highest applicable margin applicable to base rate loans to 0.75% and the Eurodollar rate loans to 1.75%, in each case, based on the leverage ratio of the company. It also increases the highest applicable facility fee to 0.50%, due quarterly on all commitments under the facility. Previously, on April 21, 2015, the company amended 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 April 21, 2015 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 April 23, 2016 and January 2, 2016, 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 0.75% for base rate loans and from 0.70% to 1.75% for Eurodollar loans. In addition, a facility fee ranging from 0.05% to 0.50% 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 financing costs, is being amortized over the life of the credit facility. The highest outstanding daily balance during the sixteen weeks ended April 23, 2016 was $244.2 million and the lowest outstanding balance was $60.0 million. Amounts outstanding under the credit facility vary daily. Changes in the gross borrowings and repayments can be caused by cash flow activity from operations, capital expenditures, acquisitions, dividends, share repurchases, and tax payments, as well as derivative transactions which are part of the company’s overall risk management strategy as discussed in Note 8, 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 2016 term loan, facility, 2013 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 April 23, 2016, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): Remainder of 2016 $ 77,326 2017 317,194 2018 84,960 2019 40,318 2020 131,618 2021 and thereafter 418,702 Total $ 1,070,118 The company adopted guidance, as discussed in Note 3, Recently Adopted Accounting Pronouncements Debt issuance and Face Value debt discount Net carrying value Unsecured 2013 term loan $ 232,500 $ 1,428 $ 231,072 Unsecured 2016 term loan 150,000 629 149,371 Other notes payable 20,000 894 19,106 4.375% senior notes due 2022 400,000 2,876 397,124 Total $ 802,500 $ 5,827 $ 796,673 The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at January 2, 2016 (amounts in thousands): Debt issuance and Face Value debt discount Net carrying value Unsecured 2013 term loan $ 240,000 $ 1,485 $ 238,515 Other notes payable 20,000 1,011 18,989 4.375% senior notes due 2022 400,000 3,025 396,975 Total $ 660,000 $ 5,521 $ 654,479 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 4 Months Ended |
Apr. 23, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | 10. 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 (the “VIE”), but the company has determined it is not the primary beneficiary of the VIE. 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 April 23, 2016 and January 2, 2016, there was $19.1 million and $20.2 million, respectively, in net property, plant and equipment and capital lease obligations associated with the right to use leases. The incorporated independent distributors (“IDs”) in the DSD Segment qualify as VIEs. The independent distributors who are formed as sole proprietorships are excluded from the following VIE accounting analysis. The company typically finances the ID’s acquisition of the distribution rights and also enters into a contract with the ID to sell product at a discount for distribution in the ID’s territory covered by their distribution rights. 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. As of April 23, 2016 and January 2, 2016, there was $58.6 million and $50.8 million, respectively, in gross distribution rights notes receivable outstanding for IDs. 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 independent 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 including ordering of products. The company’s maximum contractual exposure to loss for the IDs relates to the distributor rights note receivable for the portion of the territory the IDs financed at the time they acquired the distribution rights. The IDs remit payment on their distributor rights note receivable each week during the settlement process of their weekly activity. In the event the IDs abandon their territory and have a remaining balance outstanding on the distribution rights note receivable, we will take the distribution rights back from the IDs (recording the distribution rights as assets held for sale) and subsequently sell the distribution rights to another independent distributor. The company’s collateral from the territory distribution rights mitigates potential losses. |
LITIGATION
LITIGATION | 4 Months Ended |
Apr. 23, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
LITIGATION | 11. 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 defending 22 other complaints alleging misclassification claims that have been filed. The company and/or its respective subsidiaries are vigorously defending these lawsuits. Given the varying stages 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 | 4 Months Ended |
Apr. 23, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 12. 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 sixteen weeks ended April 23, 2016 and April 25, 2015 (amounts and shares in thousands, except per share data): For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 Net income $ 59,363 $ 61,389 Basic Earnings Per Common Share: Basic weighted average shares outstanding for common stock 210,662 209,913 Basic earnings per common share $ 0.28 $ 0.29 Diluted Earnings Per Common Share: Basic weighted average shares outstanding for common stock 210,662 209,913 Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock 2,174 2,805 Diluted weighted average shares outstanding for common stock 212,836 212,718 Diluted earnings per common share $ 0.28 $ 0.29 There were 398,900 anti-dilutive shares during the sixteen weeks ended April 23, 2016 but there were no anti-dilutive shares during the sixteen weeks ended April 25, 2015. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 4 Months Ended |
Apr. 23, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK-BASED COMPENSATION | 13. 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 April 23, 2016. The stock option activity for the sixteen weeks ended April 23, 2016 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 2, 2016 4,353 $ 10.97 Exercised (102 ) $ 10.96 Outstanding at April 23, 2016 4,251 $ 10.97 1.12 $ 31,076 Exercisable at April 23, 2016 4,251 $ 10.97 1.12 $ 31,076 As of April 23, 2016, 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 sixteen weeks ended April 23, 2016 and April 25, 2015 were as follows (amounts in thousands): April 23, 2016 April 25, 2015 Cash received from option exercises $ 1,124 $ 2,082 Cash tax windfall, net $ 200 $ 610 Intrinsic value of stock options exercised $ 776 $ 2,054 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 and the Omnibus Plan 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, 2015 and 2016 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 2014 award vested at 27% of target. The 2013 award vested at 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 3, 2016 January 4, 2015 Shares granted 401 414 Vesting date 2/21/2018 3/1/2017 Fair value per share $ 24.17 $ 21.21 Performance-Contingent Return on Invested Capital Shares (“ROIC Shares”) Since 2012, certain key employees have been granted performance-contingent restricted stock under the EPIP and the Omnibus Plan 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, 2015, and 2016 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 2014 award actual attainment was 96% of ROI Target. The 2013 award 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 2015 award is being expensed at 125% of ROI Target and the 2016 award is being expensed at 100% of ROI Target. The following performance-contingent ROIC Shares have been granted under the EPIP and have service period remaining (amounts in thousands, except price data): Grant date January 3, 2016 January 4, 2015 Shares granted 401 414 Vesting date 2/21/2018 3/1/2017 Fair value per share $ 21.49 $ 19.14 Performance-Contingent Restricted Stock (2014 Grant) In connection with the vesting of the performance-contingent restricted stock granted in January 2014, during the sixteen weeks ended April 23, 2016, 248,872 common shares available for this grant were reduced because the company attained only 27% of the S&P TSR target of the grant (“TSR modifier”). An additional 13,637 common shares were reduced because the company attained 96% of the ROI Target (“ROIC modifier”). At vesting, the company paid accumulated dividends of $0.4 million. The tax shortfall at vesting of these awards was $2.9 million. Performance-Contingent Restricted Stock The company’s performance-contingent restricted stock activity for the sixteen weeks ended April 23, 2016, is presented below (amounts in thousands, except price data): Shares Weighted Average Grant Date Fair Value Nonvested shares at January 2, 2016 1,349 $ 21.26 Initial grant at target 801 $ 22.83 Grant reduction for not achieving the ROIC modifier (14 ) $ 21.47 Grant reduction for not achieving the TSR modifier (249 ) $ 23.97 Vested (312 ) $ 22.02 Forfeited (11 ) $ 23.72 Nonvested shares at April 23, 2016 1,564 $ 21.53 As of April 23, 2016, there was $22.4 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 1.54 years. The total intrinsic value of shares vested during the period ended April 23, 2016 was $7.2 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. 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 fiscal 2016, non-employee directors were granted an aggregate of 19,040 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 sixteen weeks ended April 23, 2016 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 2, 2016 126 $ 21.89 Vested (2 ) $ 22.08 Granted 19 $ 21.49 Nonvested shares at April 23, 2016 143 $ 21.84 0.75 $ 2,685 As of April 23, 2016, there was $0.7 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 0.75 years. The total intrinsic value of shares vested during the period ended April 23, 2016 was less than $0.1 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 were exercisable over nine years. The company recorded 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 Share-Based Payments Compensation Expense Summary The following table summarizes the company’s stock based compensation expense for the sixteen weeks ended April 23, 2016 and April 25, 2015, respectively (amounts in thousands): For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 Performance-contingent restricted stock awards $ 7,116 $ 6,556 Deferred and restricted stock 674 642 Stock appreciation rights (11 ) 91 Total stock based compensation $ 7,779 $ 7,289 |
POST-RETIREMENT PLANS
POST-RETIREMENT PLANS | 4 Months Ended |
Apr. 23, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
POST-RETIREMENT PLANS | 14. POST-RETIREMENT PLANS The following summarizes the company’s balance sheet related pension and other post-retirement benefit plan accounts at April 23, 2016 as compared to accounts at January 2, 2016 (amounts in thousands): April 23, 2016 January 2, 2016 Current benefit liability $ 1,118 $ 1,118 Noncurrent benefit liability $ 72,601 $ 76,541 Accumulated other comprehensive loss, net of tax $ 85,557 $ 86,610 Defined Benefit Plans and Nonqualified Plan Beginning January 1, 2016, the company will provide pension plan participants who have not yet started their payments the option to receive their benefit as a single lump sum payment. Participants can elect this option when they retire or when they leave the company. This change supports our long-term pension risk management strategy. The company used a measurement date of December 31, 2015 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, 2015 and our fiscal year end date of January 2, 2016 was not material and that for practical purposes the measurement date of December 31, 2015 was used throughout for preparation of our financial statements. We do not anticipate making contributions to our qualified pension plans during fiscal 2016. The net periodic pension cost (income) for the company’s plans include the following components (amounts in thousands): For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 Service cost $ 255 $ 269 Interest cost 4,532 5,539 Expected return on plan assets (8,612 ) (9,121 ) Amortization of prior service cost 119 — Amortization of net loss 1,798 1,532 Total net periodic benefit (income) cost $ (1,908 ) $ (1,781 ) 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 Sixteen Weeks Ended April 23, 2016 April 25, 2015 Service cost $ 123 $ 122 Interest cost 95 112 Amortization of prior service credit (65 ) (144 ) Amortization of net gain (140 ) (180 ) Total net periodic benefit (income) cost $ 13 $ (90 ) 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 sixteen weeks ended April 23, 2016 and April 25, 2015, the total cost and employer contributions were $9.2 million and $8.5 million, respectively. The company acquired DKB and Alpine during fiscal 2015, at the time of each acquisition we assumed sponsorship of a 401(k) savings plan. We intend to merge these two plans into the Flowers Foods 401(k) Retirement Savings Plan after receipt of final determination letters. |
INCOME TAXES
INCOME TAXES | 4 Months Ended |
Apr. 23, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES The company’s effective tax rate for the sixteen weeks ended April 23, 2016 and April 25, 2015 was 35.7% and 35.4%, respectively. The increase in the rate from the prior year is primarily due to benefits for state tax incentives recognized in the income tax provision in 2015. During the sixteen weeks ended April 23, 2016, the primary differences in the effective rate and the statutory rate are state income taxes and the Section 199 qualifying production activities deduction. During the sixteen weeks ended April 23, 2016, 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 The company early adopted guidance discussed in Note 3, Recently Adopted Accounting Pronouncements The Internal Revenue Service (“IRS”) completed the audit of fiscal years 2012, 2013, and 2014 during the sixteen weeks ended April 23, 2016. The results of the audit were insignificant and the company is no longer subject to federal examination for years prior to 2015 and, with limited exceptions, for years prior to 2012 in state jurisdictions. |
SEGMENT REPORTING
SEGMENT REPORTING | 4 Months Ended |
Apr. 23, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 16. 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. 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 Sixteen Weeks Ended April 23, 2016 April 25, 2015 Sales: DSD Segment $ 1,018,348 $ 986,570 Warehouse Segment 248,204 224,734 Eliminations: Sales from Warehouse Segment to DSD Segment (42,855 ) (44,852 ) Sales from DSD Segment to Warehouse Segment (19,345 ) (20,407 ) $ 1,204,352 $ 1,146,045 Depreciation and amortization: DSD Segment $ 37,074 $ 35,180 Warehouse Segment 6,278 4,780 Unallocated corporate costs(1) 115 (143 ) $ 43,467 $ 39,817 Income (loss) from operations: DSD Segment $ 91,949 $ 99,194 Warehouse Segment 18,741 16,298 Unallocated corporate costs(1) (15,534 ) (18,954 ) $ 95,156 $ 96,538 Interest expense $ (9,068 ) $ (8,359 ) Interest income $ 6,290 $ 6,777 Income before income taxes $ 92,378 $ 94,956 (1) Represents costs allocated to the company’s corporate head office. Sales by product category in each reportable segment are as follows for the sixteen weeks ended April 23, 2016 and April 25, 2015 (amounts in thousands): For the Sixteen Weeks Ended For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded Retail $ 641,698 $ 58,267 $ 699,965 $ 610,729 $ 39,634 $ 650,363 Store Branded Retail 132,971 38,262 171,233 133,168 35,294 168,462 Non-retail and Other 224,334 108,820 333,154 222,266 104,954 327,220 Total $ 999,003 $ 205,349 $ 1,204,352 $ 966,163 $ 179,882 $ 1,146,045 |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 4 Months Ended |
Apr. 23, 2016 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
ASSETS HELD FOR SALE | 17. ASSETS HELD FOR SALE The company purchases distribution rights from and sells distribution rights to independent distributors from time to time. The company repurchases distribution rights from independent distributors in circumstances when the company decides to exit a territory or, in some cases, when the independent distributor elects to terminate the relationship with the company. In the majority of the Distributor Agreements, if the company decides to exit a territory or stop using the independent distribution model in a territory, the company is contractually required to purchase the distribution rights from the independent distributor. In the event an independent distributor terminates his or her relationship with the company, the company, although not legally obligated, may repurchase and operate those distribution rights as a company-owned territory. The independent distributors may also sell their distribution rights to another person or entity. Distribution rights 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 independent distributor to purchase the distribution rights for the territory. Distributions rights held for sale and operated by the company are sold to independent distributors at fair market value pursuant to the terms of a Distributor Agreement. There are multiple versions of the Distributor Agreement in place at any given time and the terms of such Distributor Agreements vary. In accordance with the terms of the majority of Distributor Agreements, within the six-month period following the date of purchase of the distribution rights, the independent distributor has the right to require the company to repurchase the distribution rights and truck, if applicable, at the original purchase price paid by the independent distributor. When this occurs, the company records a liability for this amount during the six-month period. If the independent distributor’s truck is leased, the company will assume the lease payment (but not the lease) until such time as the distribution rights are sold to a new purchaser or until the expiration of the six month period, whichever comes first. Under a majority of Distributor Agreements, should the independent distributor wish to sell the distribution rights after the six-month period has expired, the company has a right of first refusal but is not required to purchase the distribution rights. After the six-month period expires, if the distribution rights have not sold and the business is still being operated by the company, a liability is recorded as deferred income and will be recognized over the term of the distribution rights’ note receivable . The company is also selling certain plants and depots that it acquired in July 2013 from Hostess Brands, Inc., which initially included 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 of the Acquired Hostess Bread Assets, 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. 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 at the end of the reporting period. The table below presents the assets held for sale as of April 23, 2016 and January 2, 2016, respectively (amounts in thousands): April 23, 2016 January 2, 2016 Distributor territories $ 33,878 $ 28,325 Acquired Hostess Bread Assets plants and depots 5,577 3,082 Other 5,139 4,784 Total assets held for sale $ 44,594 $ 36,191 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 4 Months Ended |
Apr. 23, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 18. STOCKHOLDERS’ EQUITY On March 16, 2016, the company announced that we entered into an accelerated share repurchase program (“ASR”) agreement to repurchase an aggregate of $120.0 million of the company’s common stock. Under the terms of the ASR, the company paid $120.0 million in cash and received an initial delivery of 5.6 million shares immediately. The final number of shares repurchased will be based on the daily volume-weighted average stock price over the life of the transaction, less a negotiated discount. The balance of shares will be issued to the company at the time of settlement. The ASR is expected to be completed by the end of the company’s second fiscal quarter (July 16, 2016). The ASR met all applicable criteria for equity classification and, therefore, was not accounted for as a derivative instrument. Shares purchased under the ASR are added to our treasury shares. The company funded the ASR with borrowings on its credit facility and cash on hand. During the sixteen weeks ended April 23, 2016, 6.0 million shares, at a cost of $108.3 million, of the company’s common stock were purchased (and settled) under an authorized share repurchase plan and the ASR. From the inception of the plan through April 23, 2016, 66.8 million shares, at a cost of $612.4 million, have been purchased. There are $18.0 million of shares that will settle under the ASR by the end of the company’s second fiscal quarter. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Apr. 23, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS The company has evaluated subsequent events since April 23, 2016, 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. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
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 sixteen weeks ended April 23, 2016 and April 25, 2015. Walmart/Sam’s Club is the only customer to account for greater than 10% of the company’s sales. For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 (% of Sales) DSD Segment 16.3 16.8 Warehouse Segment 2.8 2.6 Total 19.1 19.4 |
RECENTLY ADOPTED ACCOUNTING P30
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
Prospective Adoption Of New Accounting Pronouncements [Abstract] | |
Summary of Adjustment for Impacted Recently Adopted Accounting Pronouncements | The table below presents the adjustments for each of the line items impacted for these pronouncements (amounts in thousands): As adjusted January 2, 2016 January 2, 2016 ASSETS Deferred taxes $ 37,207 $ — Total current assets 537,515 500,308 Other assets 11,791 7,881 Total assets $ 2,885,168 $ 2,844,051 LIABILITIES AND STOCKHOLDERS’ EQUITY Total long-term debt and capital lease obligations 933,932 930,022 Deferred taxes 183,669 146,462 Total other long-term liabilities 304,416 267,209 Total liabilities and stockholders’ equity $ 2,885,168 $ 2,844,051 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
Alpine Valley Bread Company | |
Schedule of Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid for Alpine based on the fair value at the acquisition date. This table is based on preliminary valuations for the assets acquired and liabilities assumed. The identifiable intangible assets, property, plant and equipment, and certain financial assets and taxes are still under review. We will continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed (amounts in thousands): Fair Value of consideration transferred: Cash consideration paid $ 109,340 Stock consideration paid 12,602 Total consideration paid 121,942 Recognized amounts of identifiable assets acquired and liabilities assumed: Property, plant, and equipment 15,614 Identifiable intangible assets 64,600 Financial assets 5,687 Net recognized amounts of identifiable assets acquired 85,901 Goodwill $ 36,041 |
Schedule of Intangible Assets Subject to Amortization | The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods): Total Weighted average amortization years Attribution Method Trademarks $ 20,900 40.0 Straight-line Customer relationships 43,700 25.0 Sum of year digits $ 64,600 29.9 |
Dave’s Killer Bread | |
Schedule of Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid for DKB based on the fair value at the acquisition date. This table is based on preliminary valuations for the assets acquired and liabilities assumed. The identifiable intangible assets, property, plant and equipment, and certain financial assets and taxes are still under review. We will also continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed (amounts in thousands): Fair Value of consideration transferred: Cash consideration paid $ 282,115 Recognized amounts of identifiable assets acquired and liabilities assumed: Property, plant, and equipment 9,769 Identifiable intangible assets 176,300 Deferred income taxes (60,142 ) Financial assets 10,263 Net recognized amounts of identifiable assets acquired 136,190 Goodwill $ 145,925 |
Schedule of Intangible Assets Subject to Amortization | The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods): Total Weighted average amortization years Attribution Method Trademarks $ 107,700 40.0 Straight-line Customer relationships 68,000 25.0 Sum of year digits Non-compete agreements 600 2.0 Straight-line $ 176,300 34.1 |
ACCUMULATED OTHER COMPREHENSI32
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI") (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Summary of Reclassifications Out of Accumulated Other Comprehensive Loss | During the sixteen weeks ended April 23, 2016 and April 25, 2015, reclassifications out of accumulated other comprehensive loss were as follows (amounts in thousands): Amount Reclassified from AOCI For the Sixteen Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) April 23, 2016 April 25, 2015 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (77 ) $ (77 ) Interest expense Commodity contracts (1,782 ) (2,504 ) Cost of sales, Note 3 Total before tax (1,859 ) (2,581 ) Total before tax Tax benefit 716 994 Tax benefit Total net of tax (1,143 ) (1,587 ) Net of tax Amortization of defined benefit pension items: Prior-service (cost) credits (54 ) 144 Note 1 Actuarial losses (1,658 ) (1,352 ) Note 1 Total before tax (1,712 ) (1,208 ) Total before tax Tax benefit 659 465 Tax benefit Total net of tax (1,053 ) (743 ) Net of tax Total reclassifications $ (2,196 ) $ (2,330 ) Net of tax Note 1: These items are included in the computation of net periodic pension cost. See Note 14, Post-retirement 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 sixteen weeks ended April 23, 2016, 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 2, 2016 $ (10,190 ) $ (86,610 ) $ (96,800 ) Other comprehensive income before reclassifications 2,588 — 2,588 Reclassified to earnings from accumulated other comprehensive loss 1,143 1,053 2,196 Accumulated other comprehensive loss, April 23, 2016 $ (6,459 ) $ (85,557 ) $ (92,016 ) During the sixteen weeks ended April 25, 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 (4,428 ) — (4,428 ) Reclassified to earnings from accumulated other comprehensive loss 1,587 743 2,330 Accumulated other comprehensive loss, April 25, 2015 $ (14,249 ) $ (85,869 ) $ (100,118 ) |
Loss Reclassified From Accumulated Other Comprehensive Income for Commodity Contracts | The following table presents the net of tax amount of the loss reclassified from accumulated other comprehensive income (“AOCI”) for our commodity contracts (amounts in thousands): For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 Gross loss reclassified from AOCI into income $ 1,782 $ 2,504 Tax benefit (686 ) (964 ) Net of tax $ 1,096 $ 1,540 |
GOODWILL AND OTHER INTANGIBLE33
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Other Intangible Assets | The table below summarizes our goodwill and other intangible assets at April 23, 2016 and January 2, 2016, respectively, each of which is explained in additional detail below (amounts in thousands): April 23, 2016 January 2, 2016 Goodwill $ 464,926 $ 464,926 Amortizable intangible assets, net of amortization 453,813 461,466 Indefinite-lived intangible assets 414,000 414,000 Total goodwill and other intangible assets $ 1,332,739 $ 1,340,392 |
Amortizable Intangible Assets | As of April 23, 2016 and January 2, 2016, the company had the following amounts related to amortizable intangible assets (amounts in thousands): April 23, 2016 January 2, 2016 Asset Cost Accumulated Amortization Net Value Cost Accumulated Amortization Net Value Trademarks $ 246,327 $ 20,219 $ 226,108 $ 246,327 $ 18,037 $ 228,290 Customer relationships 281,621 56,760 224,861 281,621 51,650 229,971 Non-compete agreements 4,874 4,320 554 4,874 4,043 831 Distributor relationships 4,123 1,833 2,290 4,123 1,749 2,374 Total $ 536,945 $ 83,132 $ 453,813 $ 536,945 $ 75,479 $ 461,466 |
Aggregate Amortization Expense | Aggregate amortization expense for the sixteen weeks ended April 23, 2016 and April 25, 2015 was as follows (amounts in thousands): Amortization Expense For the sixteen weeks ended April 23, 2016 $ 7,653 For the sixteen weeks ended April 25, 2015 $ 3,575 |
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 2016 $ 16,837 2017 $ 23,578 2018 $ 22,878 2019 $ 22,385 2020 $ 21,893 |
FAIR VALUE OF FINANCIAL INSTR34
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
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 sixteen weeks ended April 23, 2016 $ 6,290 For the sixteen weeks ended April 25, 2015 $ 6,777 |
Carrying Value of Distributor Notes | At April 23, 2016 and January 2, 2016, respectively, the carrying value of the distributor notes was as follows (amounts in thousands): April 23, 2016 January 2, 2016 Distributor notes receivable $ 167,838 $ 174,904 Current portion of distributor notes receivable recorded in accounts and notes receivable, net 20,397 20,593 Long-term portion of distributor notes receivable $ 147,441 $ 154,311 |
DERIVATIVE FINANCIAL INSTRUME35
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Net Fair Value of Commodity Price Risk | As of April 23, 2016, 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 323 — — 323 Total 323 — — 323 Liabilities: Other current (6,719 ) (2,213 ) — (8,932 ) Other long-term — — — — Total (6,719 ) (2,213 ) — (8,932 ) Net Fair Value $ (6,396 ) $ (2,213 ) $ — $ (8,609 ) As of January 2, 2016, the company’s commodity hedge portfolio contained derivatives which are recorded in the following accounts with fair values measured as indicated (amounts in thousands): Level 1 Level 2 Level 3 Total Liabilities: Other current (11,926 ) (2,941 ) — (14,867 ) Other long-term (20 ) — — (20 ) Total (11,946 ) (2,941 ) — (14,887 ) Net Fair Value $ (11,946 ) $ (2,941 ) $ — $ (14,887 ) |
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 April 23, 2016 January 2, 2016 April 23, 2016 January 2, 2016 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 $ 8,932 Other current liabilities $ 14,867 Commodity contracts Other long term assets $ 323 Other long term assets — Other long-term liabilities — Other long-term liabilities 20 Total $ 323 $ — $ 8,932 $ 14,887 |
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 Sixteen Weeks Ended Reclassified from AOCI For the Sixteen Weeks Ended Hedge Relationships (2) April 23, 2016 April 25, 2015 into Income (Effective Portion)(2) April 23, 2016 April 25, 2015 Interest rate contracts $ — $ — Interest (expense) income $ (47 ) $ (47 ) Commodity contracts 2,588 (4,428 ) Production costs(1) (1,096 ) (1,540 ) Total $ 2,588 $ (4,428 ) $ (1,143 ) $ (1,587 ) 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 April 23, 2016: Commodity price risk derivatives Interest rate risk derivatives Totals Closed contracts $ 247 $ 917 $ 1,164 Expiring in 2016 5,332 — 5,332 Expiring in 2017 (37 ) — (37 ) Total $ 5,542 $ 917 $ 6,459 |
Financial Contracts Hedging Commodity and Interest Rate Risks | As of April 23, 2016, 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 $ 115,682 Soybean oil contracts 11,605 Natural gas contracts 9,505 Total $ 136,792 |
DEBT AND OTHER OBLIGATIONS (Tab
DEBT AND OTHER OBLIGATIONS (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
Long-Term Debt and Capital Leases (Net of Issuance Costs and Debt Discounts Excluding Line-of-credit Arrangements) | Long-term debt and capital leases (net of issuance costs and debt discounts excluding line-of-credit arrangements) consisted of the following at April 23, 2016 and January 2, 2016 (amounts in thousands): April 23, 2016 January 2, 2016 Unsecured credit facility $ 68,500 $ 160,000 Unsecured 2013 term loan 231,072 238,515 Unsecured 2016 term loan 149,371 — 4.375% senior notes due 2022 397,124 396,975 Accounts receivable securitization 180,000 170,000 Capital lease obligations 19,118 20,228 Other notes payable 19,106 18,989 1,064,291 1,004,707 Current maturities of long-term debt and capital lease obligations 110,470 74,685 Total long-term debt and capital lease obligations $ 953,821 $ 930,022 |
Outstanding Principal of Term Loan is Due and Payable on Fifth Anniversary of Draw Date | The 2013 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. Voluntary prepayments on the 2013 term loan may be made without premium or penalty. The table below presents the principal payment amounts remaining under the 2013 term loan as of April 23, 2016 (amounts in thousands): Fiscal Year Payments Remainder of 2016 $ 60,000 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 April 23, 2016, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): Remainder of 2016 $ 77,326 2017 317,194 2018 84,960 2019 40,318 2020 131,618 2021 and thereafter 418,702 Total $ 1,070,118 |
Reconciliation of Debt Issuance Costs and Debt Discounts to the Net Carrying Value for Each Debt Obligation (Excluding Line of Credit Arrangements) | The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at April 23, 2016 (amounts in thousands): Debt issuance and Face Value debt discount Net carrying value Unsecured 2013 term loan $ 232,500 $ 1,428 $ 231,072 Unsecured 2016 term loan 150,000 629 149,371 Other notes payable 20,000 894 19,106 4.375% senior notes due 2022 400,000 2,876 397,124 Total $ 802,500 $ 5,827 $ 796,673 The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at January 2, 2016 (amounts in thousands): Debt issuance and Face Value debt discount Net carrying value Unsecured 2013 term loan $ 240,000 $ 1,485 $ 238,515 Other notes payable 20,000 1,011 18,989 4.375% senior notes due 2022 400,000 3,025 396,975 Total $ 660,000 $ 5,521 $ 654,479 |
2016 Term Loan | |
Outstanding Principal of Term Loan is Due and Payable on Fifth Anniversary of Draw Date | The 2016 term loan amortizes in quarterly installments based on an increasing annual percentage. The first payment is due and payable on June 30, 2016 (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 2016 term loan as of April 23, 2016 (amounts in thousands): Fiscal Year Payments Remainder of 2016 $ 11,250 2017 $ 15,000 2018 $ 15,000 2019 $ 31,875 2020 $ 60,000 2021 $ 16,875 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
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 sixteen weeks ended April 23, 2016 and April 25, 2015 (amounts and shares in thousands, except per share data): For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 Net income $ 59,363 $ 61,389 Basic Earnings Per Common Share: Basic weighted average shares outstanding for common stock 210,662 209,913 Basic earnings per common share $ 0.28 $ 0.29 Diluted Earnings Per Common Share: Basic weighted average shares outstanding for common stock 210,662 209,913 Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock 2,174 2,805 Diluted weighted average shares outstanding for common stock 212,836 212,718 Diluted earnings per common share $ 0.28 $ 0.29 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
Cash Received, Windfall Tax Benefits, and Intrinsic Value from Stock Option Exercises | As of April 23, 2016, 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 sixteen weeks ended April 23, 2016 and April 25, 2015 were as follows (amounts in thousands): April 23, 2016 April 25, 2015 Cash received from option exercises $ 1,124 $ 2,082 Cash tax windfall, net $ 200 $ 610 Intrinsic value of stock options exercised $ 776 $ 2,054 |
Payout Determined from Total Shareholder Return Shares | The Company TSR compared to the Peer Group TSR will determine the payout as set forth below: Percentile Payout as % of Target 90th 200 % 70th 150 % 50th 100 % 30th 50 % Below 30th 0 % |
Deferred and Restricted Stock Activity | The deferred stock activity for the sixteen weeks ended April 23, 2016 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 2, 2016 126 $ 21.89 Vested (2 ) $ 22.08 Granted 19 $ 21.49 Nonvested shares at April 23, 2016 143 $ 21.84 0.75 $ 2,685 |
Summary of Company's Stock Based Compensation Expense | The following table summarizes the company’s stock based compensation expense for the sixteen weeks ended April 23, 2016 and April 25, 2015, respectively (amounts in thousands): For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 Performance-contingent restricted stock awards $ 7,116 $ 6,556 Deferred and restricted stock 674 642 Stock appreciation rights (11 ) 91 Total stock based compensation $ 7,779 $ 7,289 |
Stock Option | |
Stock Option Activity | The stock option activity for the sixteen weeks ended April 23, 2016 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 2, 2016 4,353 $ 10.97 Exercised (102 ) $ 10.96 Outstanding at April 23, 2016 4,251 $ 10.97 1.12 $ 31,076 Exercisable at April 23, 2016 4,251 $ 10.97 1.12 $ 31,076 |
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 3, 2016 January 4, 2015 Shares granted 401 414 Vesting date 2/21/2018 3/1/2017 Fair value per share $ 24.17 $ 21.21 |
Performance-Contingent Restricted Stock Activity | Performance-Contingent Restricted Stock The company’s performance-contingent restricted stock activity for the sixteen weeks ended April 23, 2016, is presented below (amounts in thousands, except price data): Shares Weighted Average Grant Date Fair Value Nonvested shares at January 2, 2016 1,349 $ 21.26 Initial grant at target 801 $ 22.83 Grant reduction for not achieving the ROIC modifier (14 ) $ 21.47 Grant reduction for not achieving the TSR modifier (249 ) $ 23.97 Vested (312 ) $ 22.02 Forfeited (11 ) $ 23.72 Nonvested shares at April 23, 2016 1,564 $ 21.53 |
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 3, 2016 January 4, 2015 Shares granted 401 414 Vesting date 2/21/2018 3/1/2017 Fair value per share $ 21.49 $ 19.14 |
POST-RETIREMENT PLANS (Tables)
POST-RETIREMENT PLANS (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
Summary of Company's Balance Sheet Related Pension and Other Postretirement Benefit Plan | The following summarizes the company’s balance sheet related pension and other post-retirement benefit plan accounts at April 23, 2016 as compared to accounts at January 2, 2016 (amounts in thousands): April 23, 2016 January 2, 2016 Current benefit liability $ 1,118 $ 1,118 Noncurrent benefit liability $ 72,601 $ 76,541 Accumulated other comprehensive loss, net of tax $ 85,557 $ 86,610 |
Pension plans | |
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 Sixteen Weeks Ended April 23, 2016 April 25, 2015 Service cost $ 255 $ 269 Interest cost 4,532 5,539 Expected return on plan assets (8,612 ) (9,121 ) Amortization of prior service cost 119 — Amortization of net loss 1,798 1,532 Total net periodic benefit (income) cost $ (1,908 ) $ (1,781 ) |
Post-retirement Benefit Plan | |
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 Sixteen Weeks Ended April 23, 2016 April 25, 2015 Service cost $ 123 $ 122 Interest cost 95 112 Amortization of prior service credit (65 ) (144 ) Amortization of net gain (140 ) (180 ) Total net periodic benefit (income) cost $ 13 $ (90 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
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 Sixteen Weeks Ended April 23, 2016 April 25, 2015 Sales: DSD Segment $ 1,018,348 $ 986,570 Warehouse Segment 248,204 224,734 Eliminations: Sales from Warehouse Segment to DSD Segment (42,855 ) (44,852 ) Sales from DSD Segment to Warehouse Segment (19,345 ) (20,407 ) $ 1,204,352 $ 1,146,045 Depreciation and amortization: DSD Segment $ 37,074 $ 35,180 Warehouse Segment 6,278 4,780 Unallocated corporate costs(1) 115 (143 ) $ 43,467 $ 39,817 Income (loss) from operations: DSD Segment $ 91,949 $ 99,194 Warehouse Segment 18,741 16,298 Unallocated corporate costs(1) (15,534 ) (18,954 ) $ 95,156 $ 96,538 Interest expense $ (9,068 ) $ (8,359 ) Interest income $ 6,290 $ 6,777 Income before income taxes $ 92,378 $ 94,956 (1) Represents costs allocated to the company’s corporate head office. |
Sales by Product Category in Each Reportable Segment | Sales by product category in each reportable segment are as follows for the sixteen weeks ended April 23, 2016 and April 25, 2015 (amounts in thousands): For the Sixteen Weeks Ended For the Sixteen Weeks Ended April 23, 2016 April 25, 2015 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded Retail $ 641,698 $ 58,267 $ 699,965 $ 610,729 $ 39,634 $ 650,363 Store Branded Retail 132,971 38,262 171,233 133,168 35,294 168,462 Non-retail and Other 224,334 108,820 333,154 222,266 104,954 327,220 Total $ 999,003 $ 205,349 $ 1,204,352 $ 966,163 $ 179,882 $ 1,146,045 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 4 Months Ended |
Apr. 23, 2016 | |
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 April 23, 2016 and January 2, 2016, respectively (amounts in thousands): April 23, 2016 January 2, 2016 Distributor territories $ 33,878 $ 28,325 Acquired Hostess Bread Assets plants and depots 5,577 3,082 Other 5,139 4,784 Total assets held for sale $ 44,594 $ 36,191 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - Segment | 4 Months Ended | 12 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | Jan. 02, 2016 | |
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 (83% of total year to date sales) currently operates 39 bakeries that produce 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, the Midwest and the Pacific Northwest. The Warehouse Segment (17% of total year to date sales) currently operates ten 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 | 19.10% | 19.40% | |
Total year to date sales | DSD Segment | Customer Concentration Risk | |||
Basis of Presentation [Line Items] | |||
Concentration risk percentage | 83.00% | ||
Total year to date sales | DSD Segment | Customer Concentration Risk | Wal-Mart/Sam's Club | |||
Basis of Presentation [Line Items] | |||
Concentration risk percentage | 16.30% | 16.80% | |
Total year to date sales | Warehouse Segment | Customer Concentration Risk | |||
Basis of Presentation [Line Items] | |||
Concentration risk percentage | 17.00% | ||
Total year to date sales | Warehouse Segment | Customer Concentration Risk | Wal-Mart/Sam's Club | |||
Basis of Presentation [Line Items] | |||
Concentration risk percentage | 2.80% | 2.60% | |
Outstanding Trade Receivables | Customer Concentration Risk | Wal-Mart/Sam's Club | |||
Basis of Presentation [Line Items] | |||
Concentration risk percentage | 20.60% | 18.90% |
Effect of Largest Customer in S
Effect of Largest Customer in Sales (Detail) - Total year to date sales - Customer Concentration Risk | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Wal-Mart/Sam's Club | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk percentage | 19.10% | 19.40% |
DSD Segment | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk percentage | 83.00% | |
DSD Segment | Wal-Mart/Sam's Club | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk percentage | 16.30% | 16.80% |
Warehouse Segment | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk percentage | 17.00% | |
Warehouse Segment | Wal-Mart/Sam's Club | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk percentage | 2.80% | 2.60% |
Recently Adopted Accounting P44
Recently Adopted Accounting Pronouncements - Additional Information (Details) $ in Millions | Jan. 02, 2016USD ($) |
Prospective Adoption Of New Accounting Pronouncements [Abstract] | |
Decrease in other noncurrent assets, total long term debt and capital lease obligations | $ 3.9 |
Decrease in current and noncurrent deferred income tax asset and liabilities | $ 37.2 |
Recently Adopted Accounting P45
Recently Adopted Accounting Pronouncements - Summary of Adjustment for Impacted Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
ASSETS | ||
Total current assets | $ 495,129 | $ 500,308 |
Other assets | 8,002 | 7,881 |
Total assets | 2,815,672 | 2,844,051 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Total long-term debt and capital lease obligations | 953,821 | 930,022 |
Deferred taxes | 149,992 | 146,462 |
Total other long-term liabilities | 265,431 | 267,209 |
Total liabilities and stockholders’ equity | $ 2,815,672 | 2,844,051 |
As Previously Reported | ||
ASSETS | ||
Deferred taxes | 37,207 | |
Total current assets | 537,515 | |
Other assets | 11,791 | |
Total assets | 2,885,168 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Total long-term debt and capital lease obligations | 933,932 | |
Deferred taxes | 183,669 | |
Total other long-term liabilities | 304,416 | |
Total liabilities and stockholders’ equity | $ 2,885,168 |
Acquisition (Alpine Valley Brea
Acquisition (Alpine Valley Bread Company) - Additional Information (Detail) - Alpine Valley Bread Company $ in Thousands | Oct. 13, 2015USD ($)shares | Apr. 23, 2016USD ($)ProductionFacility | Jan. 02, 2016USD ($) |
Business Acquisition [Line Items] | |||
Percentage of stock acquired | 100.00% | ||
Date of acquisition | Oct. 13, 2015 | ||
Business acquisition, description | On October 13, 2015, the company completed the acquisition of 100% of the capital stock of Alpine Valley Bread Company (“Alpine”), a leading organic bread baker, from its shareholders for total consideration of approximately $121.9 million inclusive of payments for certain tax benefits. We paid cash of $109.3 million and issued 481,540 shares of our common stock to the sellers in a private placement. | ||
Total consideration paid | $ 121,942 | ||
Cash consideration paid | $ 109,340 | ||
Common shares issued for acquisition | shares | 481,540 | ||
Goodwill acquired | $ 36,000 | ||
Number of production facility | ProductionFacility | 2 | ||
Acquisition-related costs | $ 1,600 | ||
Sales related to acquisition | $ 11,900 | ||
Fair value of trade receivable | $ 4,800 |
Schedule of Identified Assets A
Schedule of Identified Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Oct. 13, 2015 | Sep. 12, 2015 | Apr. 23, 2016 | Jan. 02, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 464,926 | $ 464,926 | ||
Alpine Valley Bread Company | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid | $ 109,340 | |||
Stock consideration paid | 12,602 | |||
Total consideration paid | 121,942 | |||
Property, plant, and equipment | 15,614 | |||
Identifiable intangible assets | 64,600 | |||
Financial assets | 5,687 | |||
Net recognized amounts of identifiable assets acquired | 85,901 | |||
Goodwill | $ 36,041 | |||
Dave’s Killer Bread | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid | $ 282,115 | |||
Property, plant, and equipment | 9,769 | |||
Identifiable intangible assets | 176,300 | |||
Deferred income taxes | (60,142) | |||
Financial assets | 10,263 | |||
Net recognized amounts of identifiable assets acquired | 136,190 | |||
Goodwill | $ 145,925 |
Schedule of Intangible Assets S
Schedule of Intangible Assets Subject to Amortization (Detail) $ in Thousands | 4 Months Ended |
Apr. 23, 2016USD ($) | |
Alpine Valley Bread Company | |
Finite And Infinite Lived Intangible Assets [Line Items] | |
Acquired intangible assets subject to amortization | $ 64,600 |
Weighted average amortization years | 29 years 10 months 24 days |
Alpine Valley Bread Company | Trademarks | |
Finite And Infinite Lived Intangible Assets [Line Items] | |
Acquired intangible assets subject to amortization | $ 20,900 |
Weighted average amortization years | 40 years |
Attribution Method | Straight-line |
Alpine Valley Bread Company | Customer Relationships | |
Finite And Infinite Lived Intangible Assets [Line Items] | |
Acquired intangible assets subject to amortization | $ 43,700 |
Weighted average amortization years | 25 years |
Attribution Method | Sum of year digits |
Dave’s Killer Bread | |
Finite And Infinite Lived Intangible Assets [Line Items] | |
Acquired intangible assets subject to amortization | $ 176,300 |
Weighted average amortization years | 34 years 1 month 6 days |
Dave’s Killer Bread | Trademarks | |
Finite And Infinite Lived Intangible Assets [Line Items] | |
Acquired intangible assets subject to amortization | $ 107,700 |
Weighted average amortization years | 40 years |
Attribution Method | Straight-line |
Dave’s Killer Bread | Customer Relationships | |
Finite And Infinite Lived Intangible Assets [Line Items] | |
Acquired intangible assets subject to amortization | $ 68,000 |
Weighted average amortization years | 25 years |
Attribution Method | Sum of year digits |
Dave’s Killer Bread | Non-Compete Agreements | |
Finite And Infinite Lived Intangible Assets [Line Items] | |
Acquired intangible assets subject to amortization | $ 600 |
Weighted average amortization years | 2 years |
Attribution Method | Straight-line |
Acquisition (Dave's Killer Brea
Acquisition (Dave's Killer Bread) - Additional Information (Detail) - Dave’s Killer Bread $ in Thousands | Sep. 12, 2015USD ($) | Apr. 23, 2016USD ($)ProductionFacility | Jan. 02, 2016USD ($) |
Business Acquisition [Line Items] | |||
Percentage of stock acquired | 100.00% | ||
Date of acquisition | Sep. 12, 2015 | ||
Cash consideration paid | $ 282,115 | ||
Number of production facility | ProductionFacility | 1 | ||
Goodwill acquired | $ 145,925 | ||
Acquisition-related costs | $ 4,600 | ||
Sales related to acquisition | $ 37,600 | ||
Fair value of trade receivable | $ 14,200 | ||
Gross amount receivable | 14,400 | ||
Bad debt | $ 200 |
Reclassifications Out of Accumu
Reclassifications Out of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 23, 2016 | Apr. 25, 2015 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Income before income taxes | $ 92,378 | $ 94,956 | |
Tax benefit | (33,015) | (33,567) | |
Net income | 59,363 | 61,389 | |
Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax | [1] | (2,196) | (2,330) |
Gains/Losses on Cash Flow Hedges | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax | (1,143) | (1,587) | |
Gains/Losses on Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Income before income taxes | [1] | (1,859) | (2,581) |
Tax benefit | [1] | 716 | 994 |
Net income | [1] | (1,143) | (1,587) |
Amortization of defined benefit pension items, prior service (cost) credits | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | [1],[2] | (54) | 144 |
Amortization of defined benefit pension items, actuarial losses | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | [1],[2] | (1,658) | (1,352) |
Accumulated Defined Benefit Plans Adjustment | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | [1] | (1,712) | (1,208) |
Tax benefit | [1] | 659 | 465 |
Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax | [1] | (1,053) | (743) |
Interest Rate Contracts | Gains/Losses on Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | [1] | (77) | (77) |
Commodity Contract | Gains/Losses on Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Cost of sales | [1],[3] | $ (1,782) | $ (2,504) |
[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 14, Post-retirement 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 | 4 Months Ended | ||
Apr. 23, 2016 | Apr. 25, 2015 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated other comprehensive loss, beginning balance | $ (96,800) | $ (98,020) | |
Other comprehensive income before reclassifications | 2,588 | (4,428) | |
Reclassified to earnings from accumulated other comprehensive loss | [1] | 2,196 | 2,330 |
Accumulated other comprehensive income loss, ending balance | (92,016) | (100,118) | |
Gains/Losses on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated other comprehensive loss, beginning balance | (10,190) | (11,408) | |
Other comprehensive income before reclassifications | 2,588 | (4,428) | |
Reclassified to earnings from accumulated other comprehensive loss | 1,143 | 1,587 | |
Accumulated other comprehensive income loss, ending balance | (6,459) | (14,249) | |
Accumulated Defined Benefit Plans Adjustment | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated other comprehensive loss, beginning balance | (86,610) | (86,612) | |
Reclassified to earnings from accumulated other comprehensive loss | [1] | 1,053 | 743 |
Accumulated other comprehensive income loss, ending balance | $ (85,557) | $ (85,869) | |
[1] | Amounts in parentheses indicate debits to determine net income. |
Loss Reclassified from Accumula
Loss Reclassified from Accumulated Other Comprehensive Income for Commodity Contracts (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Net of tax | $ (1,143) | $ (1,587) |
Commodity Contract | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Gross loss reclassified from AOCI into income | 1,782 | 2,504 |
Tax benefit | (686) | (964) |
Net of tax | $ 1,096 | $ 1,540 |
Summary of Goodwill and Other I
Summary of Goodwill and Other Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 464,926 | $ 464,926 |
Amortizable intangible assets, net of amortization | 453,813 | 461,466 |
Indefinite-lived intangible assets | 414,000 | 414,000 |
Total goodwill and other intangible assets | $ 1,332,739 | $ 1,340,392 |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Jan. 02, 2016 | Apr. 23, 2016 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||
Carrying amount of goodwill | $ 0 | |
Additional indefinite lived intangible assets separately identified from goodwill | $ 414,000,000 | $ 414,000,000 |
Barowskys Brand | ||
Goodwill And Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible asset amortization periods | 35 years |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 536,945 | $ 536,945 |
Accumulated Amortization | 83,132 | 75,479 |
Net Value | 453,813 | 461,466 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 246,327 | 246,327 |
Accumulated Amortization | 20,219 | 18,037 |
Net Value | 226,108 | 228,290 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 281,621 | 281,621 |
Accumulated Amortization | 56,760 | 51,650 |
Net Value | 224,861 | 229,971 |
Non-Compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,874 | 4,874 |
Accumulated Amortization | 4,320 | 4,043 |
Net Value | 554 | 831 |
Distribution Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,123 | 4,123 |
Accumulated Amortization | 1,833 | 1,749 |
Net Value | $ 2,290 | $ 2,374 |
Aggregate Amortization Expense
Aggregate Amortization Expense (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Aggregate amortization expense | $ 7,653 | $ 3,575 |
Estimated Net Amortization of I
Estimated Net Amortization of Intangibles (Detail) $ in Thousands | Apr. 23, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2016 | $ 16,837 |
2,017 | 23,578 |
2,018 | 22,878 |
2,019 | 22,385 |
2,020 | $ 21,893 |
Fair Value of Financial Instr58
Fair Value of Financial Instruments - Additional Information (Detail) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016USD ($)Distributor | Jan. 02, 2016USD ($) | |
Fair Value Disclosures [Line Items] | ||
Number of independent distributors | Distributor | 3,430 | |
Long term debt carrying value | $ 397,124 | $ 396,975 |
Four Point Three Seven Five Senior Notes | ||
Fair Value Disclosures [Line Items] | ||
Debt instrument term | 10 years | |
Notes bearing interest rate | 4.375% | 4.375% |
Debt Obligations | $ 428,000 | |
Maximum | ||
Fair Value Disclosures [Line Items] | ||
Financing period of distribution rights, years | 10 years |
Interest Income for Distributor
Interest Income for Distributor Notes Receivable (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Fair Value Disclosures [Abstract] | ||
Interest income | $ 6,290 | $ 6,777 |
Carrying Value of Distributor N
Carrying Value of Distributor Notes (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Abstract] | ||
Distributor notes receivable | $ 167,838 | $ 174,904 |
Current portion of distributor notes receivable recorded in accounts and notes receivable, net | 20,397 | 20,593 |
Long-term portion of distributor notes receivable | $ 147,441 | $ 154,311 |
Net Fair Value of Commodity Pri
Net Fair Value of Commodity Price Risk (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | $ 323 | |
Liabilities | (8,932) | $ (14,887) |
Net Fair Value | (8,609) | (14,887) |
Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 323 | |
Liabilities | (6,719) | (11,946) |
Net Fair Value | (6,396) | (11,946) |
Level 2 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (2,213) | (2,941) |
Net Fair Value | (2,213) | (2,941) |
Other LongTerm Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 323 | |
Other LongTerm Assets | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 323 | |
Other Current Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (8,932) | (14,867) |
Other Current Liabilities | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (6,719) | (11,926) |
Other Current Liabilities | Level 2 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | $ (2,213) | (2,941) |
Other LongTerm Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (20) | |
Other LongTerm Liabilities | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | $ (20) |
Derivative Financial Instrume62
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | Mar. 28, 2012 | Apr. 23, 2016 | Apr. 25, 2015 | Jan. 02, 2016 |
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 | $ 7,300,000 | $ 20,700,000 | ||
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 | 2,500,000 | |||
Amount reclassified to earnings gross from interest rate hedge | $ 1,500,000 |
Derivative Instruments Located
Derivative Instruments Located on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets | $ 323 | |
Derivative Liabilities | 8,932 | $ 14,887 |
Commodity Contract | Other LongTerm Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets | 323 | |
Commodity Contract | Other Current Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Liabilities | $ 8,932 | 14,867 |
Commodity Contract | Other LongTerm Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Liabilities | $ 20 |
Effect of Derivative Instrument
Effect of Derivative Instruments Located on the Condensed Consolidated Statements of Income, Utilized for Risk Management Purposes (Detail) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 23, 2016 | Apr. 25, 2015 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)(Net of tax) | [1] | $ 2,588 | $ (4,428) |
Amount of (Gain) or Loss Reclassified from Accumulated OCI into Income (Effective Portion)(Net of tax) | [1] | (1,143) | (1,587) |
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] | (47) | (47) |
Commodity Contract | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)(Net of tax) | [1] | 2,588 | (4,428) |
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] | $ (1,096) | $ (1,540) |
[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 Comprehensi65
Accumulated Other Comprehensive Loss (Income) Related to Derivative Transactions (Detail) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 23, 2016 | Apr. 25, 2015 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net change in fair value of derivatives | [1] | $ 2,588 | $ (4,428) |
Closed Contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Estimated amount of derivatives to be reclassified in income from AOCI | 1,164 | ||
Closed Contracts | Commodity price risk derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Estimated amount of derivatives to be reclassified in income from AOCI | 247 | ||
Closed Contracts | Interest rate risk derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Estimated amount of derivatives to be reclassified in income from AOCI | 917 | ||
Expiring in 2016 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net change in fair value of derivatives | 5,332 | ||
Expiring in 2016 | Commodity price risk derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net change in fair value of derivatives | 5,332 | ||
Expiring in 2017 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net change in fair value of derivatives | (37) | ||
Expiring in 2017 | Commodity price risk derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net change in fair value of derivatives | (37) | ||
Closed or Expiring Over Next Three Years | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net change in fair value of derivatives | 6,459 | ||
Closed or Expiring Over Next Three Years | Commodity price risk derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net change in fair value of derivatives | 5,542 | ||
Closed or Expiring Over Next Three Years | Interest rate risk derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net change in fair value of derivatives | $ 917 | ||
[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 | Apr. 23, 2016USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |
Notional amount of interest rate swap | $ 136,792,000 |
Wheat Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Notional amount of interest rate swap | 115,682,000 |
Soybean Oil Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Notional amount of interest rate swap | 11,605,000 |
Natural Gas Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Notional amount of interest rate swap | $ 9,505,000 |
Long Term Debt and Capital Leas
Long Term Debt and Capital Leases (Net of Issuance Costs and Debt Discounts Excluding Line-of-credit Arrangements) (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Debt Instrument [Line Items] | ||
Unsecured credit facility | $ 68,500 | $ 160,000 |
4.375% senior notes due 2022 | 397,124 | 396,975 |
Accounts receivable securitization | 180,000 | 170,000 |
Capital lease obligations | 19,118 | 20,228 |
Other notes payable | 19,106 | 18,989 |
Total debt | 1,064,291 | 1,004,707 |
Current maturities of long-term debt and capital lease obligations | 110,470 | 74,685 |
Total long-term debt and capital lease obligations | 953,821 | 930,022 |
2013 Term Loan | ||
Debt Instrument [Line Items] | ||
Unsecured term loan | 231,072 | $ 238,515 |
2016 Term Loan | ||
Debt Instrument [Line Items] | ||
Unsecured term loan | $ 149,371 |
Long Term Debt and Capital Le68
Long Term Debt and Capital Leases (Net of Issuance Costs and Debt Discounts Excluding Line-of-credit Arrangements) (Parenthetical) (Detail) - Four Point Three Seven Five Senior Notes | 4 Months Ended | 12 Months Ended |
Apr. 23, 2016 | Jan. 02, 2016 | |
Debt Instrument [Line Items] | ||
Debt instrument maturity date | 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. 19, 2016 | Apr. 21, 2015 | Dec. 17, 2014 | Aug. 07, 2014 | Feb. 14, 2014 | Apr. 03, 2012 | Apr. 23, 2016 | Apr. 25, 2015 | Jan. 03, 2015 | Jan. 02, 2016 | Jul. 17, 2013 | Apr. 05, 2013 |
Debt Instrument [Line Items] | ||||||||||||
Bank overdraft balance | $ 12,300,000 | $ 18,000,000 | ||||||||||
Line of credit facility outstanding daily balance during period | 68,500,000 | 160,000,000 | ||||||||||
Additional financing costs | 605,000 | $ 483,000 | ||||||||||
Debt instrument face amount | 802,500,000 | 660,000,000 | ||||||||||
Debt issuance costs and debt discount on notes | $ 5,827,000 | 5,521,000 | ||||||||||
Four Point Three Seven Five Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument term | 10 years | |||||||||||
Additional financing costs | $ 3,900,000 | |||||||||||
Debt instrument face amount | $ 400,000,000 | |||||||||||
Senior notes due year | Apr. 1, 2022 | |||||||||||
Price to redeem notes as a percentage of principal | 100.00% | |||||||||||
Variable interest rate | 0.35% | |||||||||||
Price to redeem notes as a percentage of principal | 101.00% | |||||||||||
Debt issuance costs and debt discount on notes | $ 2,900,000 | |||||||||||
Base Rate Loans | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||
Base Rate Loans | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.25% | |||||||||||
Eurodollar Loans | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.75% | |||||||||||
Eurodollar Loans | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.25% | |||||||||||
2016 Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument term | 5 years | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | |||||||||||
Financing costs | $ 600,000 | |||||||||||
2016 Term Loan | Base Rate Loans | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||
2016 Term Loan | Base Rate Loans | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.25% | |||||||||||
2016 Term Loan | Eurodollar Loans | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.75% | |||||||||||
2016 Term Loan | Eurodollar Loans | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.25% | |||||||||||
Unsecured Two Thousand Thirteen Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | |||||||||||
Loan agreement first amendment date | Feb. 14, 2014 | |||||||||||
Standby Letters Of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility outstanding daily balance during period | $ 15,700,000 | 16,900,000 | ||||||||||
Accounts Receivable Securitization Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility outstanding daily balance during period | 180,000,000 | $ 170,000,000 | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 150,000,000 | ||||||||||
Financing costs | $ 100,000 | $ 200,000 | ||||||||||
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 April 23, 2016 and January 2, 2016, the company was in compliance with all restrictive covenants under the facility. | |||||||||||
Line of credit facility, amount available | $ 300,000 | |||||||||||
Additional financing costs | $ 800,000 | |||||||||||
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% | |||||||||||
Accounts Receivable Securitization Facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.70% | |||||||||||
Unused borrowing fee | 0.25% | |||||||||||
Accounts Receivable Securitization Facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||
Unused borrowing fee | 0.35% | |||||||||||
Unsecured Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 700,000,000 | |||||||||||
Financing costs | $ 400,000 | $ 300,000 | ||||||||||
Additional financing costs | $ 1,700,000 | |||||||||||
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 | |||||||||||
Line of credit facility, borrowings | $ 919,000,000 | |||||||||||
Line of credit facility, repaid borrowings | 1,011,000,000 | |||||||||||
Unsecured Credit Facility | Letter Of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility outstanding daily balance during period | 15,700,000 | |||||||||||
Line of credit facility, amount available | 415,800,000 | |||||||||||
Unsecured Credit Facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility outstanding daily balance during period | 60,000,000 | |||||||||||
Facility fee range | 0.05% | |||||||||||
Unsecured Credit Facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility outstanding daily balance during period | $ 244,200,000 | |||||||||||
Facility fee range | 0.50% | |||||||||||
Unsecured Credit Facility | Base Rate Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.75% | |||||||||||
Unsecured Credit Facility | Base Rate Loans | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||
Unsecured Credit Facility | Base Rate Loans | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.75% | |||||||||||
Unsecured Credit Facility | Eurodollar Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.75% | 1.00% | ||||||||||
Unsecured Credit Facility | Eurodollar Loans | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.70% | |||||||||||
Unsecured Credit Facility | Eurodollar Loans | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||
Unsecured Credit Facility | Federal Funds Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.50% | 0.50% |
Principal Payment Amounts Due u
Principal Payment Amounts Due until the Balance is Paid in Full (Detail) $ in Thousands | Apr. 23, 2016USD ($) |
2016 Term Loan | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
Remainder of 2016 | $ 11,250 |
2,017 | 15,000 |
2,018 | 15,000 |
2,019 | 31,875 |
2,020 | 60,000 |
2,021 | 16,875 |
2013 Term Loan | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
Remainder of 2016 | 60,000 |
2,017 | 112,500 |
2,018 | $ 60,000 |
Aggregate Maturities of Debt Ou
Aggregate Maturities of Debt Outstanding (Including Capital Leases) (Detail) $ in Thousands | Apr. 23, 2016USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2016 | $ 77,326 |
2,017 | 317,194 |
2,018 | 84,960 |
2,019 | 40,318 |
2,020 | 131,618 |
2021 and thereafter | 418,702 |
Total | $ 1,070,118 |
Reconciliation of Debt Issuance
Reconciliation of Debt Issuance Costs and Debt Discounts to the Net Carrying Value for Each Debt Obligation (Excluding Line of Credit Arrangements) (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Debt Instrument [Line Items] | ||
Face Value | $ 802,500 | $ 660,000 |
Debt issuance and debt discount | 5,827 | 5,521 |
Net carrying value | 796,673 | 654,479 |
Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Face Value | 20,000 | 20,000 |
Debt issuance and debt discount | 894 | 1,011 |
Net carrying value | 19,106 | 18,989 |
Unsecured Two Thousand Thirteen Term Loan | ||
Debt Instrument [Line Items] | ||
Face Value | 232,500 | 240,000 |
Debt issuance and debt discount | 1,428 | 1,485 |
Net carrying value | 231,072 | 238,515 |
Unsecured 2016 Term Loan | ||
Debt Instrument [Line Items] | ||
Face Value | 150,000 | |
Debt issuance and debt discount | 629 | |
Net carrying value | 149,371 | |
4.375% Senior Notes Due 2022 | ||
Debt Instrument [Line Items] | ||
Face Value | 400,000 | 400,000 |
Debt issuance and debt discount | 2,876 | 3,025 |
Net carrying value | $ 397,124 | $ 396,975 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Variable Interest Entity [Line Items] | ||
Property, plant and equipment, net | $ 787,767 | $ 804,968 |
VIE | ||
Variable Interest Entity [Line Items] | ||
Property, plant and equipment, net | 19,100 | 20,200 |
Gross distribution rights notes receivable | $ 58,600 | $ 50,800 |
Litigation - Additional Informa
Litigation - Additional Information (Detail) | 4 Months Ended |
Apr. 23, 2016Lawsuits | |
Commitments And Contingencies Disclosure [Abstract] | |
Alleged complaints | 22 |
Basic and Diluted Earnings per
Basic and Diluted Earnings per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Earnings Per Share [Abstract] | ||
Net income | $ 59,363 | $ 61,389 |
Basic Earnings Per Common Share: | ||
Basic weighted average shares outstanding for common stock | 210,662 | 209,913 |
Basic earnings per common share | $ 0.28 | $ 0.29 |
Diluted Earnings Per Common Share: | ||
Basic weighted average shares outstanding for common stock | 210,662 | 209,913 |
Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock | 2,174 | 2,805 |
Diluted weighted average shares outstanding for common stock | 212,836 | 212,718 |
Diluted earnings per common share | $ 0.28 | $ 0.29 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Earnings Per Share [Abstract] | ||
Antidilutive Shares excluded from Computation of Earnings Per Share | 398,900 | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - Omnibus Plan | May. 21, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Additional awards that will be issued under the EPIP | 0 |
Awards granted, authorized amount | 8,000,000 |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - Stock Option $ / shares in Units, shares in Thousands, $ in Thousands | 4 Months Ended |
Apr. 23, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding at beginning of period | shares | 4,353 |
Options, Exercised | shares | (102) |
Options, Outstanding at end of period | shares | 4,251 |
Options, Exercisable at end of period | shares | 4,251 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ / shares | $ 10.97 |
Weighted Average Exercise Price, Exercised | $ / shares | 10.96 |
Weighted Average Exercise Price, Outstanding at end of period | $ / shares | 10.97 |
Weighted Average Exercise Price, Exercisable at end of period | $ / shares | $ 10.97 |
Weighted Average Remaining Contractual Term (Years), Outstanding at end of period | 1 year 1 month 13 days |
Weighted Average Remaining Contractual Term (Years), Exercisable at end of period | 1 year 1 month 13 days |
Aggregate Intrinsic Value, Outstanding at end of period | $ | $ 31,076 |
Aggregate Intrinsic Value, Exercisable at end of period | $ | $ 31,076 |
Cash Received, Windfall Tax Ben
Cash Received, Windfall Tax Benefit, and Intrinsic Value from Stock Option Exercises (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Share Based Compensation [Abstract] | ||
Cash received from option exercises | $ 1,124 | $ 2,082 |
Cash tax windfall, net | 200 | 610 |
Intrinsic value of stock options exercised | $ 776 | $ 2,054 |
Stock-Based Compensation (Perfo
Stock-Based Compensation (Performance-Contingent Total Shareholder Return Shares) - Additional Information (Detail) | 4 Months Ended |
Apr. 23, 2016 | |
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 |
Performance Contingent Total Shareholders Return Shares | Performance contingent Awards 2013, 2014,2015 and 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Total Shareholders Return | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based payment award, fair value assumptions, method used | Inputs into the model included the following for the company and comparator companies: (i) TSR from the beginning of the performance cycle through the measurement date; (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the comparator companies’ TSR. The inputs are based on historical capital market data. |
Total Shareholders Return | 2014 awards | Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of vested shares | 27.00% |
Total Shareholders Return | 2013 Awards | Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of vested shares | 88.00% |
Performance Contingent Total Sh
Performance Contingent Total Shareholder Return Shares (Detail) - Total Shareholders Return | 4 Months Ended |
Apr. 23, 2016 | |
90th Percentile | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |
Payout as % of Target | 200.00% |
Percentile | 90.00% |
70th Percentile | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |
Payout as % of Target | 150.00% |
Percentile | 70.00% |
50th Percentile | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |
Payout as % of Target | 100.00% |
Percentile | 50.00% |
30th Percentile | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |
Payout as % of Target | 50.00% |
Percentile | 30.00% |
Below 30th Percentile | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |
Payout as % of Target | 0.00% |
Percentile | 30.00% |
Performance Contingent TSR Shar
Performance Contingent TSR Shares (Detail) - Total Shareholders Return - EPIP - $ / shares shares in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Grant Date Fourth January Twenty Sixteen | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 401 | |
Vesting date | Feb. 21, 2018 | |
Fair value per share | $ 24.17 | |
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 |
Stock-Based Compensation (Per83
Stock-Based Compensation (Performance-Contingent Return on Invested Capital Shares) - Additional Information (Detail) | 4 Months Ended |
Apr. 23, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
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 | 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% |
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% |
Grant Date First January Twenty Fifteen | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares being expensed | 125.00% |
Grant Date Fourth January Twenty Sixteen | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares being expensed | 100.00% |
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 | Performance contingent Awards 2013, 2014,2015 and 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Performance Contingent Return On Invested Capital Shares | 2014 awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of actual ROI attainment | 96.00% |
Performance Contingent Return On Invested Capital Shares | 2013 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 - EPIP - $ / shares shares in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Grant Date Fourth January Twenty Sixteen | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 401 | |
Vesting date | Feb. 21, 2018 | |
Fair value per share | $ 21.49 | |
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 |
Stock-Based Compensation (Per85
Stock-Based Compensation (Performance-Contingent Restricted Stock) - Additional Information (Detail) $ in Thousands | 4 Months Ended |
Apr. 23, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Additional common shares issued | shares | 248,872 |
Maximum percentage of change in grant | 27.00% |
Dividends paid on vested performance-contingent restricted stock awards | $ 443 |
Performance Contingent Return On Invested Capital Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum percentage of change in grant | 96.00% |
Restricted Stock Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Additional common shares issued | shares | 13,637 |
Expected weighted-average period to recognize compensation cost (years) | 1 year 6 months 15 days |
Performance Contingent Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividends paid on vested performance-contingent restricted stock awards | $ 400 |
Award vesting tax windfall | 2,900 |
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | 22,400 |
Intrinsic value of shares vested | $ 7,200 |
Performance-Contingent Restrict
Performance-Contingent Restricted Stock Activity (Detail) - Performance Contingent Restricted Stock shares in Thousands | 4 Months Ended |
Apr. 23, 2016$ / sharesshares | |
Number of Shares | |
Number of Shares, Balance at beginning of period | shares | 1,349 |
Number of Shares, Initial grant | shares | 801 |
Number of Shares, Vested | shares | (312) |
Number of Shares, Forfeitures | shares | (11) |
Number of shares, Balance at end of period | shares | 1,564 |
Weighted Average Fair Value | |
Weighted Average Fair Value, Balance at beginning of period | $ / shares | $ 21.26 |
Weighted Average Fair Value, Initial grant | $ / shares | 22.83 |
Weighted Average Fair Value, Vested | $ / shares | 22.02 |
Weighted Average Fair Value, Forfeitures | $ / shares | 23.72 |
Weighted Average Fair Value, Balance at end of period | $ / shares | $ 21.53 |
Performance Contingent Return On Invested Capital Shares | |
Number of Shares | |
Number of Shares, Supplemental grant for exceeding ROIC modifier | shares | (14) |
Weighted Average Fair Value | |
Weighted Average Fair Value, Supplemental grant for exceeding ROIC modifier | $ / shares | $ 21.47 |
Performance Contingent Total Shareholders Return Shares | |
Number of Shares | |
Number of Shares, Grant reduction for not achieving the TSR modifier | shares | (249) |
Weighted Average Fair Value | |
Weighted Average Fair Value, Grant reduction for not achieving the TSR modifier | $ / shares | $ 23.97 |
Stock-Based Compensation (Defer
Stock-Based Compensation (Deferred and Restricted Stock) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May. 31, 2013 | Apr. 23, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock award | $ 1.3 | |
Restricted shares issued | 58,500 | |
Deferred and Restricted Stock | Omnibus Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Retainers conversion into deferred shares | 100.00% | |
Vesting period | 1 year | |
Deferred and Restricted Stock | Annual Grants | Non Employee Directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate shares converted | 19,040,000 | |
Deferred and Restricted Stock | Annual Grants | Non Employee Directors | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Deferred and Restricted Stock | Retainer Conversion | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Retainers conversion into deferred shares | 130.00% | |
Vesting period | 2 years | |
Restricted Stock Award | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected weighted-average period to recognize compensation cost (years) | 1 year 6 months 15 days | |
Restricted Stock Award | Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted shares per share | $ 22.25 | |
Deferred Stock Activity | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to nonvested restricted stock granted by the EPIP | $ 0.7 | |
Expected weighted-average period to recognize compensation cost (years) | 9 months | |
Deferred Stock Activity | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Intrinsic value of shares vested | $ 0.1 |
Deferred Stock Activity (Detail
Deferred Stock Activity (Detail) $ / shares in Units, shares in Thousands | 4 Months Ended |
Apr. 23, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Aggregate Intrinsic Value, Outstanding unvested at end of period | $ | $ 2,685 |
Deferred stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Balance at beginning of period | shares | 126 |
Number of Shares, Vested | shares | (2) |
Shares granted | shares | 19 |
Number of shares, Balance at end of period | shares | 143 |
Weighted Average Fair Value, Balance at beginning of period | $ / shares | $ 21.89 |
Weighted Average Fair Value, Vested | $ / shares | 22.08 |
Fair value per share | $ / shares | 21.49 |
Weighted Average Fair Value, Balance at end of period | $ / shares | $ 21.84 |
Weighted Average Remaining Contractual Term (Years) | 9 months |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Appreciation Rights) - Additional Information (Detail) | 4 Months Ended |
Apr. 23, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Vesting period | 1 year |
Exercisable period | 9 years |
Summary of Company's Stock Base
Summary of Company's Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation | $ 7,779 | $ 7,289 |
Performance Contingent Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation | 7,116 | 6,556 |
Deferred stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation | 674 | 642 |
Stock Appreciation Rights | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation | $ (11) | $ 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 | Apr. 23, 2016 | Jan. 02, 2016 |
Post-Retirement Plans [Abstract] | ||
Current benefit liability | $ 1,118 | $ 1,118 |
Noncurrent benefit liability | 72,601 | 76,541 |
Accumulated other comprehensive loss, net of tax | $ 85,557 | $ 86,610 |
Post-Retirement Plans - Additio
Post-Retirement Plans - Additional Information (Detail) - USD ($) | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Compensation And Retirement Disclosure [Abstract] | ||
Expected pension income for fiscal 2016 | $ 0 | |
Total cost and employer contributions | $ 9,200,000 | $ 8,500,000 |
Components of Net Periodic Bene
Components of Net Periodic Benefit (Income) Cost (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 255 | $ 269 |
Interest cost | 4,532 | 5,539 |
Expected return on plan assets | (8,612) | (9,121) |
Amortization of prior service cost (credit) | 119 | |
Amortization of net (gain) loss | 1,798 | 1,532 |
Total net periodic benefit (income) cost | (1,908) | (1,781) |
Post-retirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 123 | 122 |
Interest cost | 95 | 112 |
Amortization of prior service cost (credit) | (65) | (144) |
Amortization of net (gain) loss | (140) | (180) |
Total net periodic benefit (income) cost | $ 13 | $ (90) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 4 Months Ended | ||
Apr. 23, 2016 | Apr. 25, 2015 | Jan. 02, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 35.70% | 35.40% | |
Decrease in current and noncurrent deferred income tax asset and liabilities | $ 37.2 |
Information Regarding Operation
Information Regarding Operations in Reportable Segments (Detail) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 23, 2016 | Apr. 25, 2015 | ||
Segment Reporting Information [Line Items] | |||
Sales | $ 1,204,352 | $ 1,146,045 | |
Depreciation and amortization | 43,467 | 39,817 | |
Income (loss) from operations | 95,156 | 96,538 | |
Interest expense | (9,068) | (8,359) | |
Interest income | 6,290 | 6,777 | |
Income before income taxes | 92,378 | 94,956 | |
Unallocated Corporate Costs | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | [1] | 115 | (143) |
Income (loss) from operations | [1] | (15,534) | (18,954) |
DSD Segment | |||
Segment Reporting Information [Line Items] | |||
Sales | 999,003 | 966,163 | |
DSD Segment | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Sales | 1,018,348 | 986,570 | |
Depreciation and amortization | 37,074 | 35,180 | |
Income (loss) from operations | 91,949 | 99,194 | |
DSD Segment | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Sales | (19,345) | (20,407) | |
Warehouse Segment | |||
Segment Reporting Information [Line Items] | |||
Sales | 205,349 | 179,882 | |
Warehouse Segment | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Sales | 248,204 | 224,734 | |
Depreciation and amortization | 6,278 | 4,780 | |
Income (loss) from operations | 18,741 | 16,298 | |
Warehouse Segment | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Sales | $ (42,855) | $ (44,852) | |
[1] | Represents costs allocated to the company’s corporate head office. |
Sales by Product Category in Ea
Sales by Product Category in Each Reportable Segment (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 23, 2016 | Apr. 25, 2015 | |
Segment Reporting Information [Line Items] | ||
Sales | $ 1,204,352 | $ 1,146,045 |
DSD Segment | ||
Segment Reporting Information [Line Items] | ||
Sales | 999,003 | 966,163 |
Warehouse Segment | ||
Segment Reporting Information [Line Items] | ||
Sales | 205,349 | 179,882 |
Branded Retail | ||
Segment Reporting Information [Line Items] | ||
Sales | 699,965 | 650,363 |
Branded Retail | DSD Segment | ||
Segment Reporting Information [Line Items] | ||
Sales | 641,698 | 610,729 |
Branded Retail | Warehouse Segment | ||
Segment Reporting Information [Line Items] | ||
Sales | 58,267 | 39,634 |
Store Branded Retail | ||
Segment Reporting Information [Line Items] | ||
Sales | 171,233 | 168,462 |
Store Branded Retail | DSD Segment | ||
Segment Reporting Information [Line Items] | ||
Sales | 132,971 | 133,168 |
Store Branded Retail | Warehouse Segment | ||
Segment Reporting Information [Line Items] | ||
Sales | 38,262 | 35,294 |
Non-Retail and Other | ||
Segment Reporting Information [Line Items] | ||
Sales | 333,154 | 327,220 |
Non-Retail and Other | DSD Segment | ||
Segment Reporting Information [Line Items] | ||
Sales | 224,334 | 222,266 |
Non-Retail and Other | Warehouse Segment | ||
Segment Reporting Information [Line Items] | ||
Sales | $ 108,820 | $ 104,954 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Detail) - Acquired Hostess Bread Assets Plants and Depots | Apr. 23, 2016Facility |
Bakeries | |
Long Lived Assets Held For Sale [Line Items] | |
Number of Acquired Hostess Bread Assets to be sold | 20 |
Depots | |
Long Lived Assets Held For Sale [Line Items] | |
Number of Acquired Hostess Bread Assets to be sold | 36 |
Assets Held for Sale (Detail)
Assets Held for Sale (Detail) - USD ($) $ in Thousands | Apr. 23, 2016 | Jan. 02, 2016 |
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | $ 44,594 | $ 36,191 |
Distributor Territories | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | 33,878 | 28,325 |
Acquired Hostess Bread Assets Plants and Depots | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | 5,577 | 3,082 |
Other | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | $ 5,139 | $ 4,784 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 16, 2016 | Apr. 23, 2016 | Jul. 16, 2016 |
Class Of Stock [Line Items] | |||
Agreement to repurchase an aggregate of common stock | $ 108,297 | ||
Purchase of shares under accelerated share repurchase | 5,600,000 | 5,959,814 | |
Total ASR Cost | |||
Class Of Stock [Line Items] | |||
Agreement to repurchase an aggregate of common stock | $ 120,000 | ||
Total ASR Cost | Scenario, Forecast | |||
Class Of Stock [Line Items] | |||
Number of shares to be repurchased | 18,000,000 | ||
Original ASR Amount Settled | |||
Class Of Stock [Line Items] | |||
Agreement to repurchase an aggregate of common stock | $ 120,000 | ||
Authorized share repurchase plan | |||
Class Of Stock [Line Items] | |||
Agreement to repurchase an aggregate of common stock | $ 612,400 | ||
Purchase of shares under accelerated share repurchase | 66,800,000 |