Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 15, 2017 | Aug. 04, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 15, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | FLO | |
Entity Registrant Name | FLOWERS FOODS INC | |
Entity Central Index Key | 1,128,928 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 209,344,572 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 7,179 | $ 6,410 |
Accounts and notes receivable, net of allowances of $2,350 and $1,703, respectively | 288,439 | 271,913 |
Inventories, net: | ||
Raw materials | 39,720 | 41,830 |
Packaging materials | 20,467 | 20,354 |
Finished goods | 47,023 | 48,698 |
Inventories, net | 107,210 | 110,882 |
Spare parts and supplies | 60,718 | 59,509 |
Other | 25,730 | 28,128 |
Total current assets | 489,276 | 476,842 |
Property, plant and equipment, net: | ||
Property, plant and equipment, gross | 1,887,185 | 1,891,487 |
Less: accumulated depreciation | (1,145,300) | (1,110,461) |
Property, plant and equipment, net | 741,885 | 781,026 |
Notes receivable | 169,274 | 154,924 |
Assets held for sale | 26,028 | 36,976 |
Other assets | 9,475 | 9,758 |
Goodwill | 464,777 | 465,578 |
Other intangible assets, net | 820,993 | 835,964 |
Total assets | 2,721,708 | 2,761,068 |
Current liabilities: | ||
Current maturities of long-term debt and capital lease obligations | 12,140 | 11,490 |
Accounts payable | 173,538 | 173,102 |
Other accrued liabilities | 172,323 | 156,032 |
Total current liabilities | 358,001 | 340,624 |
Long-term debt: | ||
Total long-term debt and capital lease obligations | 834,865 | 946,667 |
Other liabilities: | ||
Post-retirement/post-employment obligations | 63,220 | 69,601 |
Deferred taxes | 153,260 | 145,854 |
Other long-term liabilities | 47,775 | 48,242 |
Total other long-term liabilities | 264,255 | 263,697 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Common stock — $.01 stated par value and $.001 current par value, 500,000,000 authorized shares and 228,729,585 shares and 228,729,585 shares issued, respectively | 199 | 199 |
Treasury stock — 19,389,963 shares and 20,306,784 shares, respectively | (250,848) | (261,812) |
Capital in excess of par value | 645,927 | 644,456 |
Retained earnings | 946,077 | 910,520 |
Accumulated other comprehensive loss | (76,768) | (83,283) |
Total stockholders’ equity | 1,264,587 | 1,210,080 |
Total liabilities and stockholders’ equity | 2,721,708 | 2,761,068 |
Series A Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock, value | ||
Series B Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock, value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Accounts and notes receivable, allowances | $ 2,350 | $ 1,703 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, current par value | $ 0.001 | $ 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 | 19,389,963 | 20,306,784 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 100 | $ 100 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 0 | 0 |
Series B Preferred Stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Income Statement [Abstract] | ||||
Sales | $ 926,639 | $ 935,025 | $ 2,114,288 | $ 2,139,377 |
Materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately below) | 468,152 | 477,955 | 1,076,093 | 1,099,145 |
Selling, distribution and administrative expenses | 354,193 | 338,396 | 815,463 | 782,935 |
Gain on divestiture | (28,875) | |||
Pension plan settlement loss | 4,641 | 0 | 4,641 | |
Depreciation and amortization | 34,128 | 32,598 | 81,316 | 76,065 |
Income from operations | 70,166 | 81,435 | 170,291 | 176,591 |
Interest expense | 8,436 | 7,649 | 20,061 | 16,717 |
Interest income | (5,158) | (4,639) | (11,735) | (10,929) |
Income before income taxes | 66,888 | 78,425 | 161,965 | 170,803 |
Income tax expense | 22,148 | 27,270 | 56,807 | 60,285 |
Net income | $ 44,740 | $ 51,155 | $ 105,158 | $ 110,518 |
Basic: | ||||
Net income per common share | $ 0.21 | $ 0.25 | $ 0.50 | $ 0.53 |
Weighted average shares outstanding | 209,483 | 207,211 | 209,277 | 209,183 |
Diluted: | ||||
Net income per common share | $ 0.21 | $ 0.24 | $ 0.50 | $ 0.52 |
Weighted average shares outstanding | 210,269 | 209,014 | 210,223 | 211,230 |
Cash dividends paid per common share | $ 0.1700 | $ 0.1600 | $ 0.3300 | $ 0.3050 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income | $ 44,740 | $ 51,155 | $ 105,158 | $ 110,518 | |
Pension and postretirement plans: | |||||
Settlement loss | 2,854 | 2,854 | |||
Net loss for the period | (36,407) | (36,407) | |||
Amortization of prior service cost included in net income | 25 | 17 | 58 | 50 | |
Amortization of actuarial loss included in net income | 833 | 646 | 1,943 | 1,666 | |
Pension and postretirement plans, net of tax | 858 | (32,890) | 2,001 | (31,837) | |
Derivative instruments: | |||||
Net change in fair value of derivatives | [1] | 7,238 | (3,525) | 3,720 | (937) |
Loss reclassified to net income | 320 | 803 | 794 | 1,946 | |
Derivative instruments, net of tax | 7,558 | (2,722) | 4,514 | 1,009 | |
Other comprehensive income (loss), net of tax | 8,416 | (35,612) | 6,515 | (30,828) | |
Comprehensive income | $ 53,156 | $ 15,543 | $ 111,673 | $ 79,690 | |
[1] | Amounts in parentheses indicate debits to determine net income. |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Balances at Jan. 02, 2016 | $ (96,800) | |||||
Net income | $ 110,518 | |||||
Derivative instruments, net of tax | 1,009 | |||||
Pension and postretirement plans, net of tax | (31,837) | |||||
Balances at Jul. 16, 2016 | (127,628) | |||||
Balances at Jan. 02, 2016 | (96,800) | |||||
Balances at Dec. 31, 2016 | $ 1,210,080 | $ 199 | $ 644,456 | $ 910,520 | (83,283) | $ (261,812) |
Balances (in shares) at Dec. 31, 2016 | 228,729,585 | |||||
Balances, treasury shares at Dec. 31, 2016 | (20,306,784) | (20,306,784) | ||||
Net income | $ 105,158 | 105,158 | ||||
Derivative instruments, net of tax | 4,514 | 4,514 | ||||
Pension and postretirement plans, net of tax | 2,001 | 2,001 | ||||
Exercise of stock options | 6,416 | (1,155) | $ 7,571 | |||
Exercise of stock options (in shares) | 586,980 | |||||
Amortization of share-based compensation awards | 8,690 | 8,690 | ||||
Issuance of deferred compensation | (35) | $ 35 | ||||
Issuance of deferred compensation (in shares) | 2,675 | |||||
Performance-contingent restricted stock awards issued (Note 13) | (4,240) | $ 4,240 | ||||
Performance-contingent restricted stock awards issued (in shares) | 328,947 | |||||
Issuance of deferred stock awards | (1,789) | $ 1,789 | ||||
Issuance of deferred stock awards (in shares) | 138,354 | |||||
Stock repurchases | (2,671) | $ (2,671) | ||||
Stock repurchases (in shares) | (140,135) | |||||
Dividends paid on vested share-based payment awards | (553) | (553) | ||||
Dividends paid — $.3300 per common share | (69,048) | (69,048) | ||||
Balances at Jul. 15, 2017 | $ 1,264,587 | $ 199 | $ 645,927 | $ 946,077 | $ (76,768) | $ (250,848) |
Balances (in shares) at Jul. 15, 2017 | 228,729,585 | |||||
Balances, treasury shares at Jul. 15, 2017 | (19,389,963) | (19,389,963) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Statement Of Stockholders Equity [Abstract] | ||||
Cash dividends paid per common share | $ 0.1700 | $ 0.1600 | $ 0.3300 | $ 0.3050 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 15, 2017 | Jul. 16, 2016 | |
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: | ||
Net income | $ 105,158 | $ 110,518 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 8,690 | 11,306 |
Gain on divestiture | (28,875) | |
Loss reclassified from accumulated other comprehensive income to net income | 1,214 | 3,030 |
Depreciation and amortization | 81,316 | 76,065 |
Deferred income taxes | 3,328 | (3,528) |
Provision for inventory obsolescence | 437 | 675 |
Allowances for accounts receivable | 1,781 | 2,411 |
Pension and postretirement plans income | (2,821) | 1,607 |
Other | (2,896) | (1,604) |
Changes in operating assets and liabilities, net of acquisitions and disposals: | ||
Accounts receivable, net | (19,272) | (26,090) |
Inventories, net | (2,718) | (1,854) |
Hedging activities, net | 1,216 | 1,040 |
Other assets | (13,244) | 3,212 |
Accounts payable | 4,503 | 7,912 |
Other accrued liabilities | 23,079 | 10,597 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 160,896 | 195,297 |
CASH FLOWS PROVIDED BY (DISBURSED FOR) INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (31,919) | (41,722) |
Proceeds from sale of property, plant and equipment | 1,312 | 1,965 |
Repurchase of independent distributor territories | (4,110) | (8,450) |
Principal payments from notes receivable | 13,284 | 11,954 |
Proceeds from sale of mix plant | 41,230 | |
Other investing activities | 56 | 191 |
NET CASH PROVIDED BY (DISBURSED FOR) INVESTING ACTIVITIES | 19,853 | (36,062) |
CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: | ||
Dividends paid, including dividends on share-based payment awards | (69,601) | (64,609) |
Exercise of stock options | 6,416 | 10,478 |
Payments for financing fees | (624) | |
Stock repurchases, including accelerated stock repurchases | (2,671) | (126,298) |
Change in bank overdrafts | (6,024) | (4,718) |
Proceeds from debt borrowings | 446,900 | 1,359,100 |
Debt and capital lease obligation payments | (555,000) | (1,335,350) |
NET CASH (DISBURSED FOR) FINANCING ACTIVITIES | (179,980) | (162,021) |
Net increase (decrease) in cash and cash equivalents | 769 | (2,786) |
Cash and cash equivalents at beginning of period | 6,410 | 14,378 |
Cash and cash equivalents at end of period | $ 7,179 | $ 11,592 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jul. 15, 2017 | |
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 (the “Exchange Act”). 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, results of operations and cash flows. The results of operations for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at December 31, 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 December 31, 2016 (the “Form 10-K”). 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 intangible assets, self-insurance reserves, income tax expense and accruals, pension obligations, stock-based compensation, and commitments and contingencies. These estimates are summarized in the Form 10-K. REPORTING PERIODS — The company operates on a 52-53 week fiscal year ending the Saturday nearest December 31. Fiscal 2017 consists of 52 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 22, 2017 (sixteen weeks), second quarter ended July 15, 2017 (twelve weeks), third quarter ending October 7, 2017 (twelve weeks) and fourth quarter ending December 30, 2017 (twelve weeks). SEGMENTS — Flowers Foods currently operates two business segments: a direct-store-delivery (“DSD”) segment (“DSD Segment”) and a warehouse delivery segment (“Warehouse Segment”). The DSD Segment (85% of total year to date sales) currently operates 39 plants 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 East, South, Southwest, California, and select markets in the Midwest, Pacific Northwest, Nevada, and Colorado. The Warehouse Segment (15% of total year to date sales) currently operates ten plants that produce snack cakes, breads and rolls for national retail, foodservice, vending, and co-pack customers and deliver through customers’ warehouse channels. On May 3, 2017, the company announced an enhanced organizational structure designed to provide greater focus on the company’s strategic objectives, emphasize brand growth and innovation in line with a national branded food company, drive enhanced accountability, reduce costs, and strengthen long-term strategy. The new organizational structure establishes two business units (“BUs”), Fresh Bakery and Specialty/Snacking, and realigns key leadership roles. The new structure also provides for centralized marketing, sales, supply chain, shared-services/administrative, and corporate strategy functions, each with clearly defined roles and responsibilities. The company intends to transition to the new structure over the next several months with full implementation expected during fiscal 2018. The current DSD and warehouse segmentation will remain until the new structure is in place. SIGNIFICANT CUSTOMER — Following is the effect that our largest customer, Walmart/Sam’s Club, had on the company’s sales for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016. Walmart/Sam’s Club is the only customer to account for greater than 10% of the company’s sales. For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 (% of Sales) (% of Sales) DSD Segment 18.3 17.6 17.7 16.9 Warehouse Segment 2.3 2.6 2.4 2.7 Total 20.6 20.2 20.1 19.6 Walmart/Sam’s Club is our only customer with a balance greater than 10% of outstanding trade receivables. Its percentage of trade receivables was 19.8% and 18.8%, on a consolidated basis, as of July 15, 2017 and December 31, 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 July 15, 2017 from those disclosed in the Form 10-K. |
Financial Statement Revisions
Financial Statement Revisions | 6 Months Ended |
Jul. 15, 2017 | |
Prior Period Adjustment [Abstract] | |
Financial Statement Revisions | 2. FINANCIAL STATEMENT REVISIONS The company previously reported non-cash amounts as payments from notes receivable and payments for the repurchase of territories that should have been disclosed as non-cash transactions. The error impacted the Condensed Consolidated Statements of Cash Flows for the first, second, and third quarters of fiscal year 2016. These corrections did not impact our previously reported Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Comprehensive Income, and Condensed Consolidated Statements of Changes in Stockholders’ Equity. The table below presents the revisions to the applicable Condensed Consolidated Statements of Cash Flows line item to correct the errors for the twenty-eight weeks ended July 16, 2016 (amounts in thousands): Consolidated Twenty-Eight Weeks Ended July 16, 2016 Impacted Condensed Consolidated Statements of Cash Flows line item As Reported Revisions As Other assets $ 3,617 $ (405 ) $ 3,212 Other accrued liabilities $ 10,878 $ (281 ) $ 10,597 Net cash provided by operating activities $ 193,857 $ 1,440 $ 195,297 Repurchase of independent distributor territories $ (10,930 ) $ 2,480 $ (8,450 ) Principal payments from notes receivable $ 13,939 $ (1,985 ) $ 11,954 Other investing activities $ — $ 191 $ 191 Net cash disbursed for investing activities $ (36,748 ) $ 686 $ (36,062 ) |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jul. 15, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 3. RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted accounting pronouncements In July 2015, the Financial Accounting Standards Board (“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. The company adopted this guidance as of January 1, 2017 (the first day of our fiscal 2017) and the guidance was applied on a prospective basis. The impact since adoption has been immaterial. 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 statements of cash flows. A summary at adoption is presented below: • Accounting for income taxes . The new guidance eliminates the additional paid-in capital pool concept and requires that excess tax benefits and tax deficiencies be recorded in the income statement as a component of income tax expense when awards are settled. The recognition of excess tax benefits and deficiencies in the income statement will be applied prospectively. The company adopted the presentation of excess tax benefits on the statements of cash flows under the retrospective transition method. This is presented as a change from a financing activity to a reconciling cash flow item for operating activities for the twenty-eight weeks ended July 16, 2016. The net impact during the twelve weeks ended July 15, 2017 for all exercised and vested awards was immaterial. The net impact during the twenty-eight weeks ended July 15, 2017 for all exercised and vested awards was $1.6 million as tax expense. • Accounting for share-based payment forfeitures . The new guidance permits entities to make a company-wide accounting policy election to either estimate forfeitures each period, as was required, or to account for forfeitures as they occur. The company’s forfeitures, before adoption, were immaterial and had been recorded as they occurred. At adoption, the company will continue to recognize forfeitures as they occur. • Accounting for statutory tax withholding requirements . The new guidance permits companies to withhold an amount up to the employees’ maximum individual tax rate in the relevant jurisdiction, without resulting in liability classification of the award. The company currently withholds the statutory minimum and will continue to do so until we complete an analysis of the required system changes which will allow the company to change its withholding practices in accordance with the new guidance. This amendment did not impact the company. Amendments related to the presentation of employee taxes paid on the statement of cash flows when the employer withholds shares to meet the minimum statutory did not impact the company since we already reported cash flows in accordance with the new guidance. The table below presents the impact to the Condensed Consolidated Statements of Cash Flows at adoption (amounts in thousands): For the Twenty-Eight Weeks Ended Post-adoption* July 16, 2016 July 16, 2016 CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: Other $ (3,730 ) $ (1,604 ) Net cash provided by operating activities 193,857 195,297 CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: Excess windfall tax benefit related to share-based payment awards 2,126 — Net cash disbursed for financing activities $ (159,895 ) $ (162,021 ) * The Post-adoption column in the table above presents the amounts inclusive of the revisions discussed in Note 2, Financial Statement Revisions See Note 13, Stock-Based Compensation Accounting pronouncements not yet adopted In May 2014, the FASB issued guidance for recognizing revenue in contracts with customers. This guidance requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. There are five steps outlined in the guidance to achieve this core principle. This guidance was originally effective January 1, 2017, the first day of our fiscal 2017. In July 2015, the FASB issued a deferral for one year, making the effective date December 31, 2017, the first day of our fiscal 2018. 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. In May 2016, the FASB amended the initial guidance to update certain narrow scopes within the revenue recognition guidance. In December 2016, the FASB amended the initial guidance for technical corrections and improvements. Early application is permitted, but not before January 1, 2017. Entities will have the option to apply the final standard retrospectively or use a modified retrospective method, recognizing the cumulative effect of the standards in retained earnings at the date of initial application. An entity will not restate prior periods if it uses the modified retrospective method, but will be required to disclose the amount by which each financial statement line item is affected in the current reporting period by the application of the standard as compared to the guidance in effect prior to the change, as well as reasons for significant changes. The company first intends to report the updated standard in its first quarter filing of fiscal 2018. The company is currently in the process of assessing the adoption methodology to apply and, as of July 15, 2017, has not selected a transition method. The company is currently evaluating the impact that implementing this standard will have on its financial statements, related disclosures and our internal control over financial reporting as well as whether the effect will be material to our revenue. Our initial review found four areas that will continue to be assessed through fiscal 2017. The areas include how to account for pay-by-scan sales and estimated stale charges, whether revenue for a transaction involving a third party is reported net or gross, and the timing of income recognition on the sale of territories. These are not intended to be a complete inventory of the potentially impacted types of transactions, but we have identified these for further study. More impacted revenue sources may be discovered as we continue our review. The company does not typically enter into long-term revenue contracts and does not anticipate those areas to be material. The company does not anticipate significant changes to our systems or processes upon adoption. Additional disclosure about revenue sources, as well as assumptions about recognition timing, may be necessary. 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 those periods, 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 intends to adopt the updated standard in the first quarter of fiscal 2019. The company currently has significant operating leases with our fiscal 2016 lease expense totaling $97.4 million. The company is evaluating the potential impact of this guidance on our Consolidated Financial Statements. In August 2016, the FASB issued guidance on the classification of certain cash receipts and payments in the statements of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The guidance must be applied retrospectively to all periods presented but may be applied prospectively if retrospective application would be impracticable. The company is currently evaluating the impact that the new guidance will have on our Consolidated Financial Statements. In January 2017, the FASB issued guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those period. Early application is allowed for transactions that have not been reported in financial statements that have been issued or made available for issuance. This guidance shall be applied prospectively at adoption. This guidance will impact the company’s assessment of the acquisition of either an asset or a business in future transactions beginning in our fiscal 2018. In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment. The guidance removed Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Companies will still have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This guidance will be applied prospectively. Companies are required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure shall be provided in the first annual reporting period and in the interim period within the first annual reporting period when the company adopts this guidance. This change to the guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted after January 1, 2017. The company is currently evaluating when this guidance will be adopted and the impact on our Consolidated Financial Statements. In March 2017, the FASB issued guidance that requires all employers to separately present the service cost component from the other pension and postretirement benefit cost components in the income statement. Service cost will now be presented with other employee compensation costs in operating income or capitalized in assets, as appropriate. The other components reported in the income statement will be reported separate from the service cost and outside of income from operations. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. Early adoption was permitted as of the beginning of an annual reporting period for which financial statements were not issued or made available for issuance. However, early adoption is only allowed in the first interim period presented in a fiscal year; therefore, early adoption was only permitted in our first quarter of fiscal 2017. The guidance is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost, and on a prospective basis for the capitalization of only the service cost component of net benefit cost. The company currently does not capitalize our pension cost. This guidance will impact the company. The company plans to adopt this standard in the first quarter of fiscal 2018. Our plan costs (including defined benefit and post-retirement plans) for the twelve and twenty-eight weeks ended July 15, 2017 are presented in the table below (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 15, 2017 Service cost to be reported in operating income $ 233 $ 545 Components to be reported outside of operating income (1,442 ) (3,366 ) Total pension cost (income) $ (1,209 ) $ (2,821 ) In May 2017, the FASB issued guidance to provide clarity and reduce diversity in practice for changes to the terms and conditions of a share-based payment award. This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments to this guidance are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for reporting periods for which financial statements have not yet been issued. The amendments shall be applied prospectively to an award modified on or after the adoption date. The company is currently evaluating when this guidance will be adopted and the impact on our Consolidated Financial Statements. We have reviewed other recently issued accounting pronouncements and concluded that either they are not applicable to our business or that no material effect is expected upon future adoption. |
Divestiture
Divestiture | 6 Months Ended |
Jul. 15, 2017 | |
Business Combinations [Abstract] | |
Divestiture | 4. DIVESTITURE On January 14, 2017, the company completed the sale of a non-core mix manufacturing business located in Cedar Rapids, Iowa for $44.0 million, an amount reduced by a working capital adjustment of $2.8 million, for net proceeds of $41.2 million. This resulted in a gain on sale of $28.9 million, which was recognized in the first quarter of fiscal 2017. The gain on the sale is presented on the Condensed Consolidated Statements of Income on the ‘Gain on divestiture’ line item. The mix manufacturing business was a small component of our Warehouse Segment and the disposal of this business does not represent a strategic shift in the segment’s operations or financial results. The table below presents a computation of the gain on divestiture (amounts in thousands): Cash consideration received $ 41,230 Recognized amounts of identifiable assets acquired and liabilities assumed: Property, plant, and equipment recorded as assets held for sale 3,824 Goodwill 801 Financial assets 7,730 Net derecognized amounts of identifiable assets sold 12,355 Gain on divestiture $ 28,875 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) ("AOCI") | 6 Months Ended |
Jul. 15, 2017 | |
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 twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, reclassifications out of AOCI were as follows (amounts in thousands): Amount Reclassified from AOCI For the Twelve Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) July 15, 2017 July 16, 2016 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (33 ) $ (57 ) Interest expense Commodity contracts (487 ) (1,248 ) Cost of sales, Note 3 Total before tax (520 ) (1,305 ) Total before tax Tax benefit 200 502 Tax benefit Total net of tax (320 ) (803 ) Net of tax Amortization of defined benefit pension items: Prior-service (cost) credits (40 ) (27 ) Note 1 Settlement loss — (4,641 ) Note 1 Actuarial losses (1,355 ) (1,050 ) Note 1 Total before tax (1,395 ) (5,718 ) Total before tax Tax benefit 537 2,201 Tax benefit Total net of tax (858 ) (3,517 ) Net of tax Total reclassifications $ (1,178 ) $ (4,320 ) Net of tax Amount Reclassified from AOCI For the Twenty-Eight Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) July 15, 2017 July 16, 2016 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (77 ) $ (135 ) Interest expense Commodity contracts (1,214 ) (3,030 ) Cost of sales, Note 3 Total before tax (1,291 ) (3,165 ) Total before tax Tax benefit 497 1,219 Tax benefit Total net of tax (794 ) (1,946 ) Net of tax Amortization of defined benefit pension items: Prior-service (cost) credits (94 ) (81 ) Note 1 Settlement loss — (4,641 ) Note 1 Actuarial losses (3,159 ) (2,708 ) Note 1 Total before tax (3,253 ) (7,430 ) Total before tax Tax benefit 1,252 2,860 Tax benefit Total net of tax (2,001 ) (4,570 ) Net of tax Total reclassifications $ (2,795 ) $ (6,516 ) 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 twenty-eight weeks ended July 15, 2017, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance): Gains/Losses on Cash Flow Hedges Defined Benefit Plan Items Total AOCI at December 31, 2016 $ (1,061 ) $ (82,222 ) $ (83,283 ) Other comprehensive income before reclassifications 3,720 — 3,720 Reclassified to earnings from AOCI 794 2,001 2,795 AOCI at July 15, 2017 $ 3,453 $ (80,221 ) $ (76,768 ) During the twenty-eight weeks ended July 16, 2016, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance): Gains/Losses on Cash Flow Hedges Defined Benefit Plan Items Total AOCI at January 2, 2016 $ (10,190 ) $ (86,610 ) $ (96,800 ) Other comprehensive income before reclassifications (937 ) (36,407 ) (37,344 ) Reclassified to earnings from AOCI 1,946 4,570 6,516 AOCI at July 16, 2016 $ (9,181 ) $ (118,447 ) $ (127,628 ) Amounts reclassified out of AOCI 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 AOCI for our commodity contracts (amounts in thousands and positive value indicates debits to determine net income): For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 Gross loss reclassified from AOCI into income $ 1,214 $ 3,030 Tax benefit (467 ) (1,167 ) Net of tax $ 747 $ 1,863 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jul. 15, 2017 | |
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 July 15, 2017 and December 31, 2016, respectively, each of which is explained in additional detail below (amounts in thousands): July 15, 2017 December 31, 2016 Goodwill $ 464,777 $ 465,578 Amortizable intangible assets, net of amortization 577,993 592,964 Indefinite-lived intangible assets 243,000 243,000 Total goodwill and other intangible assets $ 1,285,770 $ 1,301,542 The changes in the carrying amount of goodwill, by segment, during the twenty-eight weeks ended July 15, 2017, were as follows (amounts in thousands): DSD Segment Warehouse Segment Total Outstanding at December 31, 2016 $ 424,563 $ 41,015 $ 465,578 Change in goodwill related to divestiture — (801 ) (801 ) Outstanding at July 15, 2017 $ 424,563 $ 40,214 $ 464,777 As of July 15, 2017 and December 31, 2016, respectively, the company had the following amounts related to amortizable intangible assets (amounts in thousands): July 15, 2017 December 31, 2016 Asset Cost Accumulated Amortization Net Value Cost Accumulated Amortization Net Value Trademarks $ 402,327 $ 31,112 $ 371,215 $ 402,327 $ 25,129 $ 377,198 Customer relationships 281,621 76,841 204,780 281,621 68,163 213,458 Non-compete agreements 4,874 4,828 46 4,874 4,666 208 Distributor relationships 4,123 2,171 1,952 4,123 2,023 2,100 Total $ 692,945 $ 114,952 $ 577,993 $ 692,945 $ 99,981 $ 592,964 Aggregate amortization expense for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016 was as follows (amounts in thousands): Amortization Expense For the twelve weeks ended July 15, 2017 $ 6,416 For the twelve weeks ended July 16, 2016 $ 5,740 For the twenty-eight weeks ended July 15, 2017 $ 14,971 For the twenty-eight weeks ended July 16, 2016 $ 13,393 Estimated amortization of intangibles for each of the next five years is as follows (amounts in thousands): Amortization of Intangibles Remainder of 2017 $ 12,645 2018 $ 26,917 2019 $ 26,425 2020 $ 25,933 2021 $ 25,364 There are $243.0 million of indefinite-lived intangible trademark assets separately identified from goodwill at July 15, 2017 and December 31, 2016, respectively. 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. We perform an annual impairment analysis, or on an interim basis if the facts and circumstances change, to determine if the trademarks are realizing their expected economic benefits. The company is currently undergoing an enterprise-wide business and operational review. The review is ongoing and includes a brand rationalization study that impacts certain trademarks’ future revenue projections. The review has not been fully finalized and the results of the review may impact future periods. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jul. 15, 2017 | |
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 Condensed Consolidated Balance Sheets 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 3,800 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 purchased with a 5% down payment with the remainder financed for up to ten years. 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 twelve weeks ended July 15, 2017 $ 5,158 For the twelve weeks ended July 16, 2016 $ 4,639 For the twenty-eight weeks ended July 15, 2017 $ 11,735 For the twenty-eight weeks ended July 16, 2016 $ 10,929 At July 15, 2017, December 31, 2016, and July 16, 2016 respectively, the carrying value of the distributor notes was as follows (amounts in thousands): July 15, 2017 December 31, 2016 July 16, 2016 Distributor notes receivable $ 191,684 $ 175,984 $ 170,489 Current portion of distributor notes receivable recorded in accounts and notes receivable, net 22,410 21,060 20,750 Long-term portion of distributor notes receivable $ 169,274 $ 154,924 $ 149,739 At July 15, 2017 and December 31, 2016, respectively, the company has evaluated the collectability of the distributor notes and determined that a reserve is not necessary. Payments on these distributor notes are collected by the company weekly in conjunction with the distributor settlement process. The fair value of the company’s variable rate debt at July 15, 2017 approximates the recorded value. The fair value of the company’s 3.5% senior notes due 2026 (“2026 notes”) and 4.375% senior notes due 2022 (“2022 notes”), as discussed in Note 9, Debt and Other Obligations Carrying Value Fair Value Level 2026 notes $ 394,714 $ 395,700 2 2022 notes $ 397,718 $ 429,120 2 For fair value disclosure information about our derivative assets and liabilities see Note 8, Derivative Financial Instruments |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jul. 15, 2017 | |
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 July 15, 2017, 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 $ 6,245 $ — $ — $ 6,245 Other long-term 164 — — 164 Total 6,409 — — 6,409 Liabilities: Other long-term (127 ) — — (127 ) Total (127 ) — — (127 ) Net Fair Value $ 6,282 $ — $ — $ 6,282 As of December 31, 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 Assets: Other current $ 1,576 $ — $ — $ 1,576 Other long-term 35 — — 35 Total 1,611 — — 1,611 Liabilities: Other current (2,435 ) — — (2,435 ) Total (2,435 ) — — (2,435 ) Net Fair Value $ (824 ) $ — $ — $ (824 ) The positions held in the portfolio are used to hedge economic exposure to changes in various raw material prices and effectively fix, or limit increases in, prices for a period of time extending primarily into fiscal 2019. These instruments are designated as cash-flow hedges. The effective portion of changes in the fair value for these derivatives is reported in AOCI, and any ineffective portion of changes in the fair value for such derivatives is recorded in current period earnings in selling, distribution and administrative expenses. All of the company-held commodity derivatives at July 15, 2017 and December 31, 2016, respectively, qualified for hedge accounting. Interest Rate Risk The company entered into treasury rate locks on August 5, 2016 and August 8, 2016 to fix the interest rate for the 2026 notes issued on September 28, 2016. The derivative positions were closed when the debt was priced on September 23, 2016 with a cash settlement net receipt of $1.0 million that offset changes in the benchmark treasury rate between execution of the treasury rate locks and the debt pricing date. These rate locks were designated as a cash flow hedge. During fiscal 2016, the company recognized $0.1 million of ineffectiveness due to issuing the debt earlier than the settlement date of the treasury locks. The ineffectiveness amount was reported as a selling, distribution, and administrative expense in our Condensed Consolidated Statements of Income. The company entered into a treasury rate lock on March 28, 2012 to fix the interest rate for the 2022 notes issued on April 3, 2012. The derivative position was closed when the debt was priced on March 29, 2012 with a cash settlement net receipt of $3.1 million 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. The following table outlines the company’s derivatives, which were hedging the risk of changes in forecasted interest payments on forecasted issuance of long-term debt (amounts in thousands, before tax, and an asset is a positive value and a liability is a negative value): Terminated Description Aggregate Notional Amount Fair Value When Terminated Fair Value Deferred in AOCI(1) Ineffective Portion at Termination April/2012 Treasury lock $ 500,000 $ (3,137 ) $ 2,510 $ 627 September/2016 Treasury lock $ 200,000 $ 1,298 $ (1,298 ) $ — September/2016 Treasury lock $ 150,000 $ (323 ) $ 215 $ 108 (1) The amount reported in AOCI is reclassified to interest expense as interest payments are made on the related notes through the maturity date. Derivative Assets and Liabilities The company has the following derivative instruments located on the Condensed Consolidated Balance Sheets, which are utilized for the risk management purposes detailed above (amounts in thousands): Derivative Assets Derivative Liabilities July 15, 2017 December 31, 2016 July 15, 2017 December 31, 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 $ 6,245 Other current assets $ 1,576 Other current liabilities $ — Other current liabilities $ 2,435 Commodity contracts Other long term assets 164 Other long term assets 35 Other long-term liabilities 127 Other long-term liabilities — Total $ 6,409 $ 1,611 $ 127 $ 2,435 Derivative AOCI transactions The company had the following derivative instruments for deferred gains and (losses) on closed contracts and the effective portion for changes in fair value recorded in AOCI (no amounts were excluded from the effectiveness test), all of which are utilized for the risk management purposes detailed above (amounts in thousands and net of tax): Amount of Gain or (Loss) Amount of (Gain) or Loss Recognized in AOCI on Derivatives Reclassified from AOCI (Effective Portion) Location of (Gain) or Loss into Income (Effective Portion) Derivatives in Cash Flow For the Twelve Weeks Ended Reclassified from AOCI For the Twelve Weeks Ended Hedge Relationships(1) July 15, 2017 July 16, 2016 into Income (Effective Portion)(2) July 15, 2017 July 16, 2016 Interest rate contracts $ — $ — Interest expense $ 20 $ 35 Commodity contracts 7,238 (3,525 ) Production costs(3) 300 768 Total $ 7,238 $ (3,525 ) $ 320 $ 803 Amount of Gain or (Loss) Amount of (Gain) or Loss Recognized in AOCI on Derivatives Reclassified from AOCI (Effective Portion) Location of (Gain) or Loss into Income (Effective Portion) Derivatives in Cash Flow For the Twenty-Eight Weeks Ended Reclassified from AOCI For the Twenty-Eight Weeks Ended Hedge Relationships(1) July 15, 2017 July 16, 2016 into Income (Effective Portion)(2) July 15, 2017 July 16, 2016 Interest rate contracts $ — $ — Interest expense $ 47 $ 82 Commodity contracts 3,720 (937 ) Production costs(3) 747 1,864 Total $ 3,720 $ (937 ) $ 794 $ 1,946 1. Amounts in parentheses indicate debits to determine net income. 2. Amounts in parentheses, if any, indicate credits to determine net income. 3. Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). There was no hedging ineffectiveness, and no amounts were excluded from the ineffectiveness testing, during the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively, related to the company’s commodity risk hedges. At July 15, 2017, the balance in AOCI related to commodity price risk and interest rate risk derivative transactions that closed or will expire over the following years are as follows (amounts in thousands and net of tax) (amounts in parenthesis indicate a debit balance): Commodity price risk derivatives Interest rate risk derivatives Totals Closed contracts $ (295 ) $ (115 ) $ (410 ) Expiring in 2017 1,650 — 1,650 Expiring in 2018 2,257 — 2,257 Expiring in 2019 (44 ) — (44 ) Total $ 3,568 $ (115 ) $ 3,453 Derivative Transactions Notional Amounts As of July 15, 2017, the company had the following outstanding financial contracts that were entered to hedge commodity risk (amounts in thousands): Notional amount Wheat contracts $ 91,991 Soybean oil contracts 23,112 Natural gas contracts 13,606 Total $ 128,709 The company’s derivative instruments contain no credit-risk related contingent features at July 15, 2017. As of July 15, 2017 and December 31, 2016, the company had $0.8 million and $3.0 million, respectively, in other current assets representing collateral for hedged positions. As of July 15, 2017, the company had $0.8 million in other current liabilities representing collateral for hedged positions. There were no amounts representing collateral recorded in other current liabilities for hedged positions as of December 31, 2016. |
Debt and Other Obligations
Debt and Other Obligations | 6 Months Ended |
Jul. 15, 2017 | |
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 July 15, 2017 and December 31, 2016, respectively (amounts in thousands): July 15, 2017 December 31, 2016 Unsecured credit facility $ 3,400 $ 24,000 2026 notes 394,714 394,406 2022 notes 397,718 397,458 Accounts receivable securitization facility 10,000 95,000 Capital lease obligations 26,633 30,427 Other notes payable 14,540 16,866 847,005 958,157 Current maturities of long-term debt and capital lease obligations 12,140 11,490 Total long-term debt and capital lease obligations $ 834,865 $ 946,667 Bank overdrafts occur when checks have been issued but have not been presented to the bank for payment. Certain of our banks allow us to delay funding of issued checks until the checks are presented for payment. The delay in funding results in a temporary source of financing from the bank. The activity related to bank overdrafts is shown as a financing activity in our Condensed Consolidated Statements of Cash Flows. Bank overdrafts are included in other current liabilities on our Condensed Consolidated Balance Sheets. As of July 15, 2017 and December 31, 2016, the bank overdraft balance was $13.9 million and $19.9 million, respectively. The company also had standby letters of credit (“LOCs”) outstanding of $8.7 million and $9.1 million at July 15, 2017 and December 31, 2016, respectively, which reduce the availability of funds under the credit facility (as defined below). 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 Sheets. 2026 Notes, Accounts Receivable Securitization Facility, 2022 Notes, and Credit Facility 2026 Notes . On September 28, 2016, the company issued $400.0 million of senior notes. The company will pay semiannual interest on the 2026 notes on each April 1 and October 1, beginning on April 1, 2017, and the 2026 notes will mature on October 1, 2026. The notes bear interest at 3.500% per annum. The 2026 notes are subject to interest rate adjustments if either Moody’s or S&P downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the 2026 notes. On any date prior to July 1, 2026, 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 and interest on the 2026 notes to be redeemed that would be due if such notes matured July 1, 2026 (exclusive of interest accrued 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 30 basis points, plus in each case accrued and unpaid interest. At any time on or after July 1, 2026, the company may redeem some or all of the 2026 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 the 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 2026 notes are also subject to customary restrictive covenants for investment grade debt, including certain limitations on liens and sale and leaseback transactions. The face value of the 2026 notes is $400.0 million. There was a debt discount representing the difference between the net proceeds, after expenses, received upon issuance of debt and the amount repayable at its maturity. The company also paid issuance costs of $3.6 million (including underwriting fees and legal fees) on the 2026 notes. Debt issuance costs and the debt discount are being amortized to interest expense over the term of the 2026 notes. As of July 15, 2017, and December 31, 2016, respectively, the company was in compliance with all restrictive covenants under the indenture governing the 2026 notes. The table below presents the debt discount, underwriting fees and the legal and other fees for issuing the 2026 notes (amounts in thousands): Amount at Issuance Debt discount $ 2,108 Underwriting, legal, and other fees 3,634 Total fees $ 5,742 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. On September 30, 2016, the company executed a fourth amendment to the facility to extend the term to September 28, 2018. 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 $10.0 million and $95.0 million outstanding under the facility as of July 15, 2017 and December 31, 2016, respectively. As of July 15, 2017 and December 31, 2016, respectively, the company was in compliance with all restrictive covenants under the facility. The company currently has $180.8 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 85 basis points. An unused fee of 30 basis points is applicable on the unused commitment at each reporting period. Financing costs paid at inception of the facility and at the time amendments are executed are being amortized over the life of the facility. The balance of unamortized financing costs was $0.2 million and $0.2 million on July 15, 2017 and December 31, 2016, respectively, and are recorded in other assets on the Condensed Consolidated Balance Sheets. 2022 Notes . On April 3, 2012, the company issued $400.0 million of senior notes. The company pays semiannual interest on the 2022 notes on each April 1 and October 1, beginning on October 1, 2012, and the 2022 notes will mature on April 1, 2022. The 2022 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 2022 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 2022 notes at a price equal to 100% of the principal amount of the 2022 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 the related rating of the notes below investment grade), it is required to offer to purchase the 2022 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 2022 notes in whole. The 2022 notes are also subject to customary restrictive covenants for investment grade debt, including certain limitations on liens and sale and leaseback transactions. The face value of the 2022 notes is $400.0 million and the debt discount on the 2022 notes at issuance was $1.0 million. The company paid issuance costs (including underwriting fees and legal fees) on the 2022 notes of $3.9 million. The issuance costs and the debt discount are being amortized to interest expense over the term of the 2022 notes. As of July 15, 2017 and December 31, 2016, the company was in compliance with all restrictive covenants under the indenture governing the 2022 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. 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 credit 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 (4.50 times computed interest expense) and a maximum leverage ratio (3.75 times computed earnings). As of July 15, 2017 and December 31, 2016, respectively, the company was in compliance with all restrictive covenants under the credit facility. Interest is due either monthly or quarterly in arrears on any outstanding borrowings at a customary Eurodollar rate or the base rate plus applicable margin, respectively. 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. Financing costs paid at inception of the credit facility and at the time amendments are executed are being amortized over the life of the credit facility. The balance of unamortized financing costs was $0.9 million and $1.1 million on July 15, 2017 and December 31, 2016, respectively, and are recorded in other assets on the Condensed Consolidated Balance Sheets. 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 Amount (thousands) Balance at December 31, 2016 $ 24,000 Borrowings 347,900 Payments (368,500 ) Balance at July 15, 2017 $ 3,400 The table below presents the net amount available under the credit facility as of July 15, 2017: Amount (thousands) Gross amount available $ 500,000 Outstanding (3,400 ) Letters of credit (8,698 ) Available for withdrawal $ 487,902 The table below presents the highest and lowest outstanding balance under the credit facility during the twenty-eight weeks ended July 15, 2017: Amount (thousands) High balance $ 47,500 Low balance $ — Aggregate maturities of debt outstanding, including capital leases and the associated interest, as of July 15, 2017, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): Remainder of 2017 $ 5,196 2018 21,794 2019 10,314 2020 8,428 2021 3,276 2022 and thereafter 806,025 Total $ 855,033 Debt discount and issuance costs are being amortized straight-line (which approximates the effective method) over the term of the underlying debt outstanding. 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 July 15, 2017 (amounts in thousands): Debt issuance costs Face Value and debt discount Net carrying value 2026 notes $ 400,000 $ 5,286 $ 394,714 2022 notes 400,000 2,282 397,718 Other notes payable 15,000 460 14,540 Total $ 815,000 $ 8,028 $ 806,972 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 December 31, 2016 (amounts in thousands): Debt issuance costs Face Value and debt discount Net carrying value 2026 notes $ 400,000 $ 5,594 $ 394,406 2022 notes 400,000 2,542 397,458 Other notes payable 17,500 634 16,866 Total $ 817,500 $ 8,770 $ 808,730 The company also leases certain property and equipment under various operating and capital lease arrangements. During the twenty-eight weeks ended July 15, 2017, the company terminated certain operating lease contracts prior to the maturity date, which resulted in net termination costs. The net termination costs consisted of $1.2 million of lease termination gain recognized in the selling, distribution and administrative line item and $1.8 million of lease termination costs recognized in the depreciation and amortization line item of our Condensed Consolidated Statements of Income. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jul. 15, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | 10. VARIABLE INTEREST ENTITIES Transportation agreement variable interest entity (the “VIE”) analysis 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 VIE, but the company has determined it is not the primary beneficiary of the VIE because the company does not (i) have the ability to direct the significant activities of the VIE that would affect its ability to operate its business and (ii) provide the VIE any implicit or explicit guarantees or other financial support to the VIE for specific return or performance benchmarks. In addition, we do not, nor do we intend to, provide financial or other support to the VIE. The company has concluded that certain of the trucks and trailers used by the VIE to distribute our products from the production facilities to outlying distribution centers qualify as right to use leases. As of July 15, 2017 and December 31, 2016, there was $26.6 million and $30.4 million, respectively, in net property, plant and equipment and capital lease obligations associated with the right to use leases. Distribution rights agreement VIE analysis 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 and discussion. IDs acquire distribution rights and enter into a contract with the company to sell the company’s products in the IDs’ defined geographic territory. The IDs have the option to finance the acquisition of their distribution rights with the company. They can also pay cash or obtain external financing at the time they acquire the distribution rights. The combination of the company’s loans to the IDs and the ongoing distributor arrangements with the IDs provide a level of funding to the equity owners of the various IDs that would not otherwise be available. As of July 15, 2017 and December 31, 2016, there was $110.6 million and $84.3 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 businesses 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, nor do we intend to, provide financial or other support to the IDs. The IDs are responsible for the operations of their respective territories. The company’s maximum contractual exposure to loss for the IDs relates to the distribution 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 distribution rights note receivable each week during the settlement process of their weekly activity. The company will operate a territory on behalf of an ID in situations where the ID has abandoned its distribution rights. Any remaining balance outstanding on the distribution rights note receivable is relieved once the distribution rights have been sold on the IDs behalf. The company’s collateral from the territory distribution rights mitigates potential losses. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 15, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Self-insurance reserves and other commitments and contingencies The company has recorded current liabilities of $37.1 million and $28.0 million related to self-insurance reserves, excluding the distributor litigation discussed below, at July 15, 2017 and December 31, 2016, respectively. The reserves include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on the company’s assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and current cost trends. The amount of the company’s ultimate liability in respect of these matters may differ materially from these estimates. In the event the company ceases to utilize the independent distribution model of doing business or exits a geographic market, the company is contractually required to purchase the distribution rights from the independent distributor. The company expects to continue operating under this model and the possibility of a loss is remote. 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 laws and 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 laws and regulations affecting the company and its properties. On August 9, 2016, the U.S. Department of Labor (the “DOL”) notified the company that it was scheduled for a compliance review under the Fair Labor Standards Act (“FLSA”). The company is cooperating with the DOL. Litigation The company and its subsidiaries from time to time are parties to, or targets of, lawsuits, claims, investigations and proceedings, including personal injury, commercial, contract, environmental, antitrust, product liability, health and safety and employment matters, 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 consolidated financial condition, results of operations or cash flows in the future. However, adverse developments could negatively impact earnings in a particular future fiscal period. At this time, the company is defending 30 complaints filed by distributors alleging that such distributors were misclassified as independent contractors. Twenty-one of these lawsuits seek class and/or collective action treatment. The remaining nine cases either allege individual claims or do not seek class or collective action treatment or, in cases in which class treatment was sought, the court denied class certification. The respective courts have ruled on plaintiffs’ motions for class certification in 13 of the pending cases, each of which is discussed below and in each case where a class has been conditionally certified under the FLSA, the company has the ability to petition the court to decertify that class at a later date Case Status Martinez et al. v. Flowers Foods, Inc., Flowers Bakeries Brands, Inc., Flowers Baking Co. of California, LLC, and Flowers Baking Co. of Henderson, LLC On July 7, 2015, Giovanni Martinez and certain other plaintiffs filed various California state law wage claims against the company and certain of its subsidiaries in the U.S. District Court for the Central District of California. On February 1, 2016, the court denied a motion to certify these claims as a class action. This lawsuit was settled on confidential terms, and dismissed with prejudice on July 7, 2016. The denial of the class certification is currently on appeal to the U.S. Court of Appeals for the Ninth Circuit. Rosinbaum et al. v. Flowers Foods, Inc. and Franklin Baking Co., LLC On December 1, 2015, Bobby Jo Rosinbaum and certain other plaintiffs filed a complaint against the company and one of its subsidiaries, which is currently pending in the U.S. District Court for the Eastern District of North Carolina. On March 1, 2017, the court conditionally certified under the FLSA a collective action consisting of all individuals operating under a distributor agreement with Franklin Baking Co., LLC since November 4, 2013. Plaintiff also alleges in his complaint a North Carolina state law wage claim and an unfair and deceptive trade practices claim. Coyle v. Flowers Foods, Inc. and Holsum Bakery, Inc. On July 20, 2015, Terry Coyle filed a complaint against the company and one of its subsidiaries in the U.S. District Court for the District of Arizona. On August 30, 2016, the court conditionally certified under the FLSA a collective action consisting of all individuals who entered into a distributor agreement with Holsum Bakery, Inc. since August 30, 2013. The court limited the conditionally certified class to distributors operating within the State of Arizona. Plaintiff also alleges in his complaint Arizona state law wage claims. McCurley v. Flowers Foods, Inc. and Derst Baking Co., LLC On January 20, 2016, Paul McCurley filed a complaint against the company and one of its subsidiaries in the U.S. District Court for the District of South Carolina. On October 24, 2016, the Court conditionally certified under the FLSA a collective action consisting of all individuals operating under a distributor agreement with Derst Baking Co., LLC since January 20, 2013. Plaintiff also alleges in his complaint a South Carolina state law wage claim. Neff et al. v. Flowers Foods, Inc., Lepage Bakeries Park Street, LLC, and CK Sales Co., LLC On December 2, 2015, Nick Neff and certain other plaintiffs filed a complaint against the company and certain of its subsidiaries in the U.S. District Court for the District of Vermont. On November 7, 2016, the court conditionally certified under the FLSA a collective action consisting of all individuals who entered into a distributor agreement with Lepage Bakeries Park Street, LLC or CK Sales Co., LLC since December 2, 2012. The court excluded from the class distributors operating in the State of Maine. Plaintiffs also allege in their complaint Vermont state law wage and consumer fraud claims. Noll v. Flowers Foods, Inc., Lepage Bakeries Park Street, LLC, and CK Sales Co., LLC On December 3, 2015, Timothy Noll filed a complaint against the company and certain of its subsidiaries in the U.S. District Court for the District of Maine. On January 20, 2017, the court conditionally certified under the FLSA a collective action consisting of all individuals who entered into a distributor agreement with Lepage Bakeries Park Street, LLC or CK Sales Co., LLC since December 3, 2012. The court limited the class to distributors operating within the State of Maine. Plaintiff also alleges in his complaint Maine state law wage claims. Zapata et al. v. Flowers Foods, Inc. and Flowers Baking Co. of Houston, LLC On March 14, 2016, Raul Zapata and certain other plaintiffs filed a complaint against the company and one of its subsidiaries in the U.S. District Court for the Southern District of Texas. On December 20, 2016, the court conditionally certified under the FLSA a collective action consisting of all individuals operating under a distributor agreement with Flowers Baking Co. of Houston, LLC since December 13, 2013. The court limited the class to distributors in the State of Texas who hired helpers. Rodriguez et al. v. Flowers Foods, Inc. and Flowers Baking Co. of Houston, LLC On January 28, 2016, David Rodriguez and certain other plaintiffs filed a complaint against the company and one of its subsidiaries in the U.S. District Court for the Southern District of Texas. On December 13, 2016, the court conditionally certified under the FLSA a collective action consisting of all individuals operating under a distributor agreement with Flowers Baking Co. of Houston, LLC since December 13, 2013. The court limited the class to distributors in the State of Texas who did not hire helpers. Richard et al. v. Flowers Foods, Inc., Flowers Baking Co. of Lafayette, LLC, Flowers Baking Co. of Baton Rouge, LLC, Flowers Baking Co. of Tyler, LLC and Flowers Baking Co. of New Orleans, LLC On October 21, 2015, Antoine Richard and certain other plaintiffs filed a complaint against the company and certain of its subsidiaries in the U.S. District Court for the Western District of Louisiana. On November 28, 2016, the court conditionally certified under the FLSA a collective action consisting of all individuals operating under a distributor agreement with Flowers Baking Co. of Lafayette, LLC, Flowers Baking Co. of Baton Rouge, LLC, and Flowers Baking Co. of Tyler, LLC since June 23, 2013. The court limited the class to distributors operating within the State of Louisiana. Plaintiffs also allege in their complaint a Louisiana state law wage claim. On February 15, 2017, the court allowed Plaintiffs to reassert claims against Flowers Baking Co. of New Orleans, LLC that previously had been dismissed from the case. On March 20, 2017, the court expanded the previously conditionally certified collective class to include individuals who entered into distributor agreements with Flowers Baking Co. of New Orleans, LLC and operated within the State of Louisiana. Carr et al. v. Flowers Foods, Inc. and Flowers Baking Co. of Oxford, LLC On December 1, 2015, Matthew Carr and certain other plaintiffs filed a complaint against the company and one of its subsidiaries in the U.S. District Court for the Eastern District of Pennsylvania. On January 26, 2017, the Court conditionally certified under the FLSA a collective action consisting of all individuals who entered into a distributor agreement with Flowers Baking Co. of Oxford, LLC since January 26, 2014. Plaintiffs also allege in their complaint New York, Pennsylvania, and Maryland state law wage claims. Boulange v. Flowers Foods, Inc. and Flowers Baking Co. of Oxford, LLC On March 24, 2016, Luke Boulange filed a complaint against the company and one of its subsidiaries in the U.S. District Court for the District of New Jersey. On June 30, 2016, this case was transferred to the U.S. District Court for the Eastern District of Pennsylvania and consolidated with the Carr litigation described above. Soares et al. v. Flowers Foods, Inc., Flowers Bakeries Brands, Inc., Flowers Baking Co. of California, LLC, and Flowers Baking Co. of Modesto, LLC On October 26, 2015, Mark Soares and certain other plaintiffs filed various California state law wage claims against the company and certain of its subsidiaries in the U.S. District Court for the Northern District of California. On June 28, 2017, the court denied a motion to certify these claims as a class action. Medrano v. Flowers Foods, Inc. and Flowers Baking Co. of El Paso, LLC On April 27, 2016, Paul Medrano filed a complaint against the company and one of its subsidiaries in the U.S. District Court for the District of New Mexico. On July 3, 2017, the Court conditionally certified under the FLSA a collective action consisting of all individuals operating under a distributor agreement with Flowers Baking Co. of El Paso, LLC since July 3, 2014. Plaintiffs also allege in their complaint a New Mexico state law wage claim. The company and/or its respective subsidiaries are vigorously defending all of these lawsuits. Given the stage of the complaints and the claims and issues presented, except for lawsuits disclosed herein that have reached a settlement or agreement in principle, a loss is reasonably possible but the company cannot reasonably estimate at this time the possible loss or range of loss that may arise from the unresolved lawsuits. On December 9, 2016, Flowers Foods and Flowers Baking Co. of Jamestown, LLC reached an agreement to settle a lawsuit that asserted claims under the FLSA and a North Carolina state wage law which had been certified as a collective and class action ( Rehberg et al. v. Flowers Foods, Inc. and Flowers Baking Co. of Jamestown, LLC On November 8, 2016, Flowers Foods' subsidiary, Lepage Bakeries, reached an agreement to settle a lawsuit seeking class action treatment ( Bokanoski et al. v. Lepage Bakeries Park Street, LLC and CK Sales Co., LLC On February 28, 2017, Flowers Foods and Flowers Baking Co. of Batesville, LLC reached an agreement to settle a lawsuit that had been conditionally certified as a collective action under the FLSA ( Stewart v. Flowers Foods, Inc. and Flowers Baking Co. of Batesville, LLC .S. District Court for the Western District of Tennessee, for $250,000, including attorneys’ fees On August 12, 2016, a class action complaint was filed in the U.S. District Court for the Southern District of New York by Chris B. Hendley (the “Hendley complaint”) against the company and certain senior members of management (collectively, the “defendants”). On August 17, 2016, another class action complaint was filed in the U.S. District Court for the Southern District of New York by Scott Dovell, II (the “Dovell complaint” and together with the Hendley complaint, the “complaints”) against the defendants. Plaintiffs in the complaints are securities holders that acquired company securities between February 7, 2013 and August 10, 2016. The complaints generally allege that the defendants made materially false and/or misleading statements and/or failed to disclose that (1) the company’s labor practices were not in compliance with applicable federal laws and regulations; (2) such non-compliance exposed the company to legal liability and/or negative regulatory action; and (3) as a result, the defendants’ statements about the company’s business, operations, and prospects were false and misleading and/or lacked a reasonable basis. The counts of the complaints are asserted against the defendants pursuant to Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 under the Exchange Act. The complaints seek (1) class certification under the Federal Rules of Civil Procedure, (2) compensatory damages in favor of the plaintiffs and all other class members against the defendants, jointly and severally, for all damages sustained as a result of wrongdoing, in an amount to be proven at trial, including interest, and (3) awarding plaintiffs and the class their reasonable costs and expenses incurred in the actions, including counsel and expert fees. On October 21, 2016, the U.S. District Court for the Southern District of New York consolidated the complaints into one action captioned “In re Flowers Foods, Inc. Securities Litigation” (the “consolidated action”), appointed Walter Matthews as lead plaintiff (“lead plaintiff”), and appointed Glancy Prongay & Murray LLP and Johnson & Weaver, LLP as co-lead counsel for the putative class. On November 21, 2016, the court granted defendants’ and lead plaintiff’s joint motion to transfer the consolidated action to the U.S. District Court for the Middle District of Georgia. Lead plaintiff filed his Consolidated Class Action Complaint (“Complaint”) on January 12, 2017, raising the same counts and general allegations and seeking the same relief as the Dovell and Hendley complaints. On March 13, 2017, the company filed a motion to dismiss the lawsuit which remains pending before the court at this time. The company and/or its respective subsidiaries are vigorously defending these lawsuits. Given the stage of the complaints and the claims and issues presented, the company cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from the unresolved lawsuits. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 15, 2017 | |
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 twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively (amounts and shares in thousands, except per share data): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Net income $ 44,740 $ 51,155 $ 105,158 $ 110,518 Basic Earnings Per Common Share: Basic weighted average shares outstanding for common stock 209,483 207,211 209,277 209,183 Basic earnings per common share $ 0.21 $ 0.25 $ 0.50 $ 0.53 Diluted Earnings Per Common Share: Basic weighted average shares outstanding for common stock 209,483 207,211 209,277 209,183 Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock 786 1,803 946 2,047 Diluted weighted average shares outstanding for common stock 210,269 209,014 210,223 211,230 Diluted earnings per common share $ 0.21 $ 0.24 $ 0.50 $ 0.52 There were 807,751 and 808,200, respectively, of anti-dilutive shares during the twelve and twenty-eight weeks ended July 15, 2017 and there were no anti-dilutive shares during the twelve and twenty-eight weeks ended July 16, 2016. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 15, 2017 | |
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 stock options, restricted stock and deferred stock. The following is a summary of stock options, restricted stock, and deferred stock outstanding under the plans described above. Information relating to the company’s stock appreciation rights, which were issued under a separate stock appreciation right plan, is also described below. Stock Options The company issued non-qualified stock options (“NQSOs”) during fiscal years 2011 and prior that have no additional service period remaining. All outstanding NQSOs have vested and are exercisable on July 15, 2017. The stock option activity for the twenty-eight weeks ended July 15, 2017 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 December 31, 2016 1,846 $ 10.89 Exercised (587 ) $ 10.93 Outstanding at July 15, 2017 1,259 $ 10.87 0.57 $ 8,411 Exercisable at July 15, 2017 1,259 $ 10.87 0.57 $ 8,411 As of July 15, 2017, compensation expense related to the NQSOs was fully amortized. The cash received, the windfall tax benefit, and intrinsic value from stock option exercises for the twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively, were as follows (amounts in thousands): July 15, 2017 July 16, 2016 Cash received from option exercises $ 6,416 $ 10,478 Tax benefit at exercise, net $ 1,477 $ 2,020 Intrinsic value of stock options exercised $ 5,215 $ 7,500 Performance-Contingent Restricted Stock Awards Performance-Contingent Total Shareholder Return Shares (“TSR Shares”) Certain key employees have been granted performance-contingent restricted stock under the Omnibus Plan in the form of TSR Shares. The awards 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. 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 2015 award, which vested in fiscal 2017, did not meet the performance condition and no shares were issued. The 2014 award, which vested in fiscal 2016, vested at 27% 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 TSR 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 Omnibus Plan and have service period remaining (amounts in thousands, except price data): Grant date January 1, 2017 January 3, 2016 Shares granted 426 401 Vesting date 3/1/2019 2/21/2018 Fair value per share $ 23.31 $ 24.17 Performance-Contingent Return on Invested Capital Shares (“ROIC Shares”) Certain key employees have been granted performance-contingent restricted stock under 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. Return on Invested Capital (“ROIC”) is calculated by dividing our profit, as defined, by the invested capital. 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 ROIC shares can be earned based on a range from 0% to 125% of target as defined below: • ROIC above WACC by less than 1.75 percentage points pays 0% of ROI Target; • 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 2015 award, which vested in fiscal 2017, actual attainment was 87% of ROI Target. The 2014 award, which vested in fiscal 2016, actual attainment was 96% 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 ROIC 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 ROIC 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 2016 and 2017 awards are being expensed at 75% and 100% of ROI Target, respectively. The following performance-contingent ROIC Shares have been granted under the Omnibus Plan and have service period remaining (amounts in thousands, except price data): Grant date January 1, 2017 January 3, 2016 Shares granted 426 401 Vesting date 3/1/2019 2/21/2018 Fair value per share $ 19.97 $ 21.49 Performance-Contingent Restricted Stock Summary The table below presents the TSR modifier share adjustment, ROIC modifier share adjustment, accumulated dividends on vested shares, and the tax benefit/(expense) at vesting of the performance-contingent restricted stock awards (amounts in thousands, except per share data). The shortfall at vesting of 2015 award was recorded as tax expense. The tax impact on the 2014 award at vesting was treated as a shortfall for reporting purposes. Award granted Fiscal year vested TSR modifier increase/(decrease) shares ROIC modifier increase/(decrease) shares Dividends at vesting (thousands) Tax benefit/(expense) Fair value at vesting 2015 2017 (378,219 ) (49,272 ) $ 392 $ (3,099 ) $ 6,316 2014 2016 (248,872 ) (13,637 ) $ 441 $ (3,090 ) $ 7,173 Performance-Contingent Restricted Stock The company’s performance-contingent restricted stock activity for the twenty-eight weeks ended July 15, 2017 is presented below (amounts in thousands, except price data): Shares Weighted Average Grant Date Fair Value Nonvested shares at December 31, 2016 1,543 $ 21.53 Initial grant at target 855 $ 21.64 Grant reduction for not achieving the ROIC modifier (49 ) $ 19.14 Grant reduction for not achieving the TSR modifier (378 ) $ 21.21 Vested (329 ) $ 19.14 Forfeited (18 ) $ 21.02 Nonvested shares at July 15, 2017 1,624 $ 22.21 As of July 15, 2017, there was $18.1 million of total unrecognized compensation cost related to nonvested restricted stock granted under the Omnibus Plan. That cost is expected to be recognized over a weighted-average period of 1.38 years. The total intrinsic value of shares vested during the twelve and twenty-eight weeks ended July 15, 2017 was $6.3 million. Deferred and Restricted Stock Non-employee directors may convert their annual board retainers into deferred stock 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. Accumulated dividends are paid upon delivery of the shares. During fiscal 2017, non-employee directors elected to receive an aggregate of 10,020 common shares for board retainer deferrals pursuant to the Omnibus Plan. Non-employee directors also receive annual grants of deferred stock. This deferred stock vests one year from the grant date. The deferred stock will be distributed to the grantee at a time designated by the grantee at the date of grant. Compensation expense is recorded on this deferred stock over the one-year minimum vesting period. During fiscal 2017, non-employee directors received an aggregate of 77,220 shares for their annual grant pursuant to the Omnibus Plan. 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 vested at 100% on the fourth anniversary of the date of the grant. Dividends accrued on the award and were paid to the CEO on the vesting date. There were 58,500 shares issued for this award at a fair value of $22.25 per share. This award vested at a price of $18.48 and the shares were issued in our second quarter of fiscal 2017. The deferred stock activity for the twenty-eight weeks ended July 15, 2017 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 December 31, 2016 149 $ 20.39 Vested (149 ) $ 20.39 Granted 87 $ 18.70 Nonvested shares at July 15, 2017 87 $ 18.70 0.83 $ 1,531,062 As of July 15, 2017, there was $1.3 million of total unrecognized compensation cost related to deferred stock awards granted under the Omnibus Plan that will be recognized over a weighted-average period of 0.83 years. The total intrinsic value of shares vested during the twelve and twenty-eight weeks ended July 15, 2017 was $2.8 million. Stock-Based Payments Compensation Expense Summary The following table summarizes the company’s stock-based compensation expense for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Performance-contingent restricted stock awards $ 2,316 $ 2,998 $ 7,683 $ 10,115 Deferred and restricted stock 399 529 1,007 1,203 Stock appreciation rights — — — (12 ) Total stock-based compensation $ 2,715 $ 3,527 $ 8,690 $ 11,306 |
Post-Retirement Plans
Post-Retirement Plans | 6 Months Ended |
Jul. 15, 2017 | |
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 July 15, 2017 as compared to accounts at December 31, 2016 (amounts in thousands): July 15, 2017 December 31, 2016 Current benefit liability $ 979 $ 979 Noncurrent benefit liability $ 63,220 $ 69,601 Accumulated other comprehensive loss, net of tax $ 80,221 $ 82,222 Defined Benefit Plans and Nonqualified Plan The company amended our qualified defined benefit plans in October 2015 to allow pension plan participants not yet receiving benefit payments the option to elect to receive their benefit as a single lump sum payment. This amendment was effective as of January 1, 2016. This change supports our long-term pension risk management strategy. Settlement accounting, which accelerates recognition of a plan’s unrecognized net gain or loss, is triggered if the lump sums paid during a year exceeds the sum of the plan’s service and interest cost. We believe it is reasonably possible that we may have a settlement charge in future quarters during fiscal 2017. As of July 15, 2017, we have not met the settlement accounting threshold. The company used a measurement date of December 31, 2016 for the defined benefit and post-retirement benefit plans described below. The net periodic pension cost (income) for the company’s plans include the following components (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Service cost $ 174 $ 192 $ 407 $ 447 Interest cost 3,006 2,884 7,013 7,417 Expected return on plan assets (5,895 ) (5,457 ) (13,754 ) (14,069 ) Settlement loss — 4,641 — 4,641 Amortization of prior service cost 89 76 208 195 Amortization of net loss 1,469 1,155 3,427 2,953 Total net periodic pension benefit (income) cost $ (1,157 ) $ 3,491 $ (2,699 ) $ 1,584 Post-retirement Benefit Plan The company provides certain medical and life insurance benefits for eligible retired employees covered under the active medical plans. The plan incorporates an up-front deductible, coinsurance payments and retiree contributions at various premium levels. Eligibility and maximum period of coverage is based on age and length of service. The net periodic post-retirement benefit (income) cost for the company includes the following components (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Service cost $ 59 $ 93 $ 138 $ 216 Interest cost 52 71 122 166 Amortization of prior service credit (49 ) (49 ) (114 ) (114 ) Amortization of net gain (114 ) (105 ) (268 ) (245 ) Total net periodic post-retirement benefit (income) cost $ (52 ) $ 10 $ (122 ) $ 23 401(k) Retirement Savings Plan The Flowers Foods, Inc. 401(k) Retirement Savings Plan covers substantially all of the company’s employees who have completed certain service requirements. During the twelve weeks ended July 15, 2017 and July 16, 2016, the total cost and employer contributions were $6.6 million and $6.5 million, respectively. During the twenty-eight weeks ended July 15, 2017 and July 16, 2016, the total cost and employer contributions were $15.6 million and $14.8 million, respectively. The company acquired Dave’s Killer Bread and Alpine Valley Bread Company during fiscal 2015, at the time of each acquisition we assumed sponsorship of a 401(k) savings plan. We merged these two plans into the Flowers Foods, Inc. 401(k) Retirement Savings Plan on April 1, 2016. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 15, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. INCOME TAXES The company’s effective tax rate for the twenty-eight weeks ended July 15, 2017 and July 16, 2016 was 35.1% and 35.3%, respectively. The decrease in the rate from the prior year is primarily due to greater benefits for state tax credits in the current year. 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 twenty-eight weeks ended July 15, 2017, the company’s activity with respect to its uncertain tax positions and related interest expense accrual was immaterial The company adopted guidance discussed in Note 3, Recent Accounting Pronouncements |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jul. 15, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. SEGMENT REPORTING The company currently operates two business segments: the DSD Segment and the Warehouse Segment. The DSD Segment produces a wide variety of fresh bakery foods, including fresh breads, buns, rolls, tortillas, and snack cakes, which are sold through a DSD route delivery system to retail and foodservice customers in the East, South, Southwest, California, and select markets in the Midwest, Pacific Northwest, Nevada and Colorado. The Warehouse Segment produces snack cakes, breads and rolls for national retail, foodservice, vending, and co-pack customers and delivers through customers’ warehouse channels. The company evaluates each segment’s performance based on income or loss before interest and income taxes, excluding unallocated expenses and charges, which the company’s management deems to be an overall corporate cost or a cost not reflective of the segment’s core operating businesses. Information regarding the operations in these reportable segments is as follows (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Sales: DSD Segment $ 806,296 $ 799,890 $ 1,825,212 $ 1,818,238 Warehouse Segment 173,844 184,887 411,521 433,092 Eliminations: Sales from Warehouse Segment to DSD Segment (40,097 ) (35,629 ) (89,985 ) (78,485 ) Sales from DSD Segment to Warehouse Segment (13,404 ) (14,123 ) (32,460 ) (33,468 ) $ 926,639 $ 935,025 $ 2,114,288 $ 2,139,377 Depreciation and amortization: DSD Segment $ 29,355 $ 27,980 $ 70,417 $ 65,054 Warehouse Segment 4,761 4,599 11,072 10,877 Unallocated corporate costs(1) 12 19 (173 ) 134 $ 34,128 $ 32,598 $ 81,316 $ 76,065 Income (loss) from operations: DSD Segment $ 79,564 $ 80,135 $ 166,958 $ 172,084 Warehouse Segment 11,589 15,710 56,284 34,451 Unallocated corporate costs(1) (20,987 ) (14,410 ) (52,951 ) (29,944 ) $ 70,166 $ 81,435 $ 170,291 $ 176,591 Interest expense $ (8,436 ) $ (7,649 ) $ (20,061 ) $ (16,717 ) Interest income $ 5,158 $ 4,639 $ 11,735 $ 10,929 Income before income taxes $ 66,888 $ 78,425 $ 161,965 $ 170,803 (1) Represents costs allocated to the company’s corporate head office. Sales by product category in each reportable segment are as follows for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively (amounts in thousands): For the Twelve Weeks Ended For the Twelve Weeks Ended July 15, 2017 July 16, 2016 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded retail $ 514,594 $ 33,749 $ 548,343 $ 508,426 $ 41,221 $ 549,647 Store branded retail 120,115 24,175 144,290 116,493 29,285 145,778 Non-retail and other 158,183 75,823 234,006 160,848 78,752 239,600 Total $ 792,892 $ 133,747 $ 926,639 $ 785,767 $ 149,258 $ 935,025 For the Twenty-Eight Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded retail $ 1,160,681 $ 81,224 $ 1,241,905 $ 1,150,487 $ 99,542 $ 1,250,029 Store branded retail 257,641 58,675 316,316 249,477 67,548 317,025 Non-retail and other 374,430 181,637 556,067 384,806 187,517 572,323 Total $ 1,792,752 $ 321,536 $ 2,114,288 $ 1,784,770 $ 354,607 $ 2,139,377 |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jul. 15, 2017 | |
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 its 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 its 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 Condensed Consolidated Balance Sheets 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. Additional assets recorded in assets held for sale are for property, plant and equipment. 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 July 15, 2017 and December 31, 2016, respectively (amounts in thousands): July 15, 2017 December 31, 2016 Distributor territories $ 24,745 $ 31,897 Property, plant and equipment 1,283 5,079 Total assets held for sale $ 26,028 $ 36,976 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 15, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS The company has evaluated subsequent events since July 15, 2017, the date of these financial statements. We believe there were no material events or transactions discovered during this evaluation that require recognition or disclosure in the financial statements other than the items discussed below. On July 17, 2017, the company commenced a voluntary employee separation incentive plan (the “VSIP”) as part of its effort to restructure, streamline operations and better position the company for profitable growth. The VSIP is available to certain employees who meet the VSIP’s age, length-of-service and business function criteria. Employees who elect to participate in the VSIP will receive enhanced separation benefits. The VSIP is expected to be substantially completed by the end of fiscal 2017. The company currently does not know which employees will elect to participate in the VSIP. Accordingly, the company is unable to estimate the costs of the VSIP, which will consist primarily of employee severance and benefits-related costs. The company will provide an estimate of the amount or range of costs and benefits when a good faith determination can be made, which is expected to be in the third quarter of 2017. On August 9, 2017, the company announced the closure of a warehouse delivery snack cake plant in Winston-Salem, North Carolina. We expect to close the bakery in early October 2017. The closure costs are estimated to be between $4.0 million and $6.0 million and are expected to be finalized and recorded in our third quarter of fiscal 2017. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jul. 15, 2017 | |
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 (the “Exchange Act”). 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, results of operations and cash flows. The results of operations for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at December 31, 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 December 31, 2016 (the “Form 10-K”). |
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 intangible assets, self-insurance reserves, income tax expense and accruals, pension obligations, stock-based compensation, and commitments and contingencies. These estimates are summarized in the Form 10-K. |
Reporting Periods | REPORTING PERIODS — The company operates on a 52-53 week fiscal year ending the Saturday nearest December 31. Fiscal 2017 consists of 52 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 22, 2017 (sixteen weeks), second quarter ended July 15, 2017 (twelve weeks), third quarter ending October 7, 2017 (twelve weeks) and fourth quarter ending December 30, 2017 (twelve weeks). |
Segments | SEGMENTS — Flowers Foods currently operates two business segments: a direct-store-delivery (“DSD”) segment (“DSD Segment”) and a warehouse delivery segment (“Warehouse Segment”). The DSD Segment (85% of total year to date sales) currently operates 39 plants 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 East, South, Southwest, California, and select markets in the Midwest, Pacific Northwest, Nevada, and Colorado. The Warehouse Segment (15% of total year to date sales) currently operates ten plants that produce snack cakes, breads and rolls for national retail, foodservice, vending, and co-pack customers and deliver through customers’ warehouse channels. On May 3, 2017, the company announced an enhanced organizational structure designed to provide greater focus on the company’s strategic objectives, emphasize brand growth and innovation in line with a national branded food company, drive enhanced accountability, reduce costs, and strengthen long-term strategy. The new organizational structure establishes two business units (“BUs”), Fresh Bakery and Specialty/Snacking, and realigns key leadership roles. The new structure also provides for centralized marketing, sales, supply chain, shared-services/administrative, and corporate strategy functions, each with clearly defined roles and responsibilities. The company intends to transition to the new structure over the next several months with full implementation expected during fiscal 2018. The current DSD and warehouse segmentation will remain until the new structure is in place. |
Significant Customer | SIGNIFICANT CUSTOMER — Following is the effect that our largest customer, Walmart/Sam’s Club, had on the company’s sales for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016. Walmart/Sam’s Club is the only customer to account for greater than 10% of the company’s sales. For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 (% of Sales) (% of Sales) DSD Segment 18.3 17.6 17.7 16.9 Warehouse Segment 2.3 2.6 2.4 2.7 Total 20.6 20.2 20.1 19.6 Walmart/Sam’s Club is our only customer with a balance greater than 10% of outstanding trade receivables. Its percentage of trade receivables was 19.8% and 18.8%, on a consolidated basis, as of July 15, 2017 and December 31, 2016, respectively. No other customer accounted for greater than 10% of the company’s outstanding trade receivables. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Accounting Policies [Abstract] | |
Effect of Largest Customer in Sales | Following is the effect that our largest customer, Walmart/Sam’s Club, had on the company’s sales for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016. Walmart/Sam’s Club is the only customer to account for greater than 10% of the company’s sales. For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 (% of Sales) (% of Sales) DSD Segment 18.3 17.6 17.7 16.9 Warehouse Segment 2.3 2.6 2.4 2.7 Total 20.6 20.2 20.1 19.6 |
Financial Statement Revisions (
Financial Statement Revisions (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Prior Period Adjustment [Abstract] | |
Revisions to Applicable Condensed Consolidated Statements of Cash Flows Line Item to correct the errors | The table below presents the revisions to the applicable Condensed Consolidated Statements of Cash Flows line item to correct the errors for the twenty-eight weeks ended July 16, 2016 (amounts in thousands): Consolidated Twenty-Eight Weeks Ended July 16, 2016 Impacted Condensed Consolidated Statements of Cash Flows line item As Reported Revisions As Other assets $ 3,617 $ (405 ) $ 3,212 Other accrued liabilities $ 10,878 $ (281 ) $ 10,597 Net cash provided by operating activities $ 193,857 $ 1,440 $ 195,297 Repurchase of independent distributor territories $ (10,930 ) $ 2,480 $ (8,450 ) Principal payments from notes receivable $ 13,939 $ (1,985 ) $ 11,954 Other investing activities $ — $ 191 $ 191 Net cash disbursed for investing activities $ (36,748 ) $ 686 $ (36,062 ) |
Recent Accounting Pronounceme30
Recent Accounting Pronouncements (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Prospective Adoption Of New Accounting Pronouncements [Abstract] | |
Summary of Impact to Condensed Consolidated Statements of Cash Flows at Adoption | The table below presents the impact to the Condensed Consolidated Statements of Cash Flows at adoption (amounts in thousands): For the Twenty-Eight Weeks Ended Post-adoption* July 16, 2016 July 16, 2016 CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: Other $ (3,730 ) $ (1,604 ) Net cash provided by operating activities 193,857 195,297 CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: Excess windfall tax benefit related to share-based payment awards 2,126 — Net cash disbursed for financing activities $ (159,895 ) $ (162,021 ) * The Post-adoption column in the table above presents the amounts inclusive of the revisions discussed in Note 2, Financial Statement Revisions |
Components of Pension Cost (Income) | Our plan costs (including defined benefit and post-retirement plans) for the twelve and twenty-eight weeks ended July 15, 2017 are presented in the table below (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 15, 2017 Service cost to be reported in operating income $ 233 $ 545 Components to be reported outside of operating income (1,442 ) (3,366 ) Total pension cost (income) $ (1,209 ) $ (2,821 ) |
Divestiture (Tables)
Divestiture (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Business Combinations [Abstract] | |
Computation of Gain on Divestiture | The table below presents a computation of the gain on divestiture (amounts in thousands): Cash consideration received $ 41,230 Recognized amounts of identifiable assets acquired and liabilities assumed: Property, plant, and equipment recorded as assets held for sale 3,824 Goodwill 801 Financial assets 7,730 Net derecognized amounts of identifiable assets sold 12,355 Gain on divestiture $ 28,875 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Income (Loss) ("AOCI") (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Summary of Reclassifications Out of AOCI | During the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, reclassifications out of AOCI were as follows (amounts in thousands): Amount Reclassified from AOCI For the Twelve Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) July 15, 2017 July 16, 2016 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (33 ) $ (57 ) Interest expense Commodity contracts (487 ) (1,248 ) Cost of sales, Note 3 Total before tax (520 ) (1,305 ) Total before tax Tax benefit 200 502 Tax benefit Total net of tax (320 ) (803 ) Net of tax Amortization of defined benefit pension items: Prior-service (cost) credits (40 ) (27 ) Note 1 Settlement loss — (4,641 ) Note 1 Actuarial losses (1,355 ) (1,050 ) Note 1 Total before tax (1,395 ) (5,718 ) Total before tax Tax benefit 537 2,201 Tax benefit Total net of tax (858 ) (3,517 ) Net of tax Total reclassifications $ (1,178 ) $ (4,320 ) Net of tax Amount Reclassified from AOCI For the Twenty-Eight Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) July 15, 2017 July 16, 2016 Where Net Income is Presented Gains and losses on cash flow hedges: Interest rate contracts $ (77 ) $ (135 ) Interest expense Commodity contracts (1,214 ) (3,030 ) Cost of sales, Note 3 Total before tax (1,291 ) (3,165 ) Total before tax Tax benefit 497 1,219 Tax benefit Total net of tax (794 ) (1,946 ) Net of tax Amortization of defined benefit pension items: Prior-service (cost) credits (94 ) (81 ) Note 1 Settlement loss — (4,641 ) Note 1 Actuarial losses (3,159 ) (2,708 ) Note 1 Total before tax (3,253 ) (7,430 ) Total before tax Tax benefit 1,252 2,860 Tax benefit Total net of tax (2,001 ) (4,570 ) Net of tax Total reclassifications $ (2,795 ) $ (6,516 ) 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 AOCI, Net of Income Tax | During the twenty-eight weeks ended July 15, 2017, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance): Gains/Losses on Cash Flow Hedges Defined Benefit Plan Items Total AOCI at December 31, 2016 $ (1,061 ) $ (82,222 ) $ (83,283 ) Other comprehensive income before reclassifications 3,720 — 3,720 Reclassified to earnings from AOCI 794 2,001 2,795 AOCI at July 15, 2017 $ 3,453 $ (80,221 ) $ (76,768 ) During the twenty-eight weeks ended July 16, 2016, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance): Gains/Losses on Cash Flow Hedges Defined Benefit Plan Items Total AOCI at January 2, 2016 $ (10,190 ) $ (86,610 ) $ (96,800 ) Other comprehensive income before reclassifications (937 ) (36,407 ) (37,344 ) Reclassified to earnings from AOCI 1,946 4,570 6,516 AOCI at July 16, 2016 $ (9,181 ) $ (118,447 ) $ (127,628 ) |
Loss Reclassified From AOCI for Commodity Contracts | The following table presents the net of tax amount of the loss reclassified from AOCI for our commodity contracts (amounts in thousands and positive value indicates debits to determine net income): For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 Gross loss reclassified from AOCI into income $ 1,214 $ 3,030 Tax benefit (467 ) (1,167 ) Net of tax $ 747 $ 1,863 |
Goodwill and Other Intangible33
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Other Intangible Assets | The table below summarizes our goodwill and other intangible assets at July 15, 2017 and December 31, 2016, respectively, each of which is explained in additional detail below (amounts in thousands): July 15, 2017 December 31, 2016 Goodwill $ 464,777 $ 465,578 Amortizable intangible assets, net of amortization 577,993 592,964 Indefinite-lived intangible assets 243,000 243,000 Total goodwill and other intangible assets $ 1,285,770 $ 1,301,542 |
Carrying Amount of Goodwill by Segment | The changes in the carrying amount of goodwill, by segment, during the twenty-eight weeks ended July 15, 2017, were as follows (amounts in thousands): DSD Segment Warehouse Segment Total Outstanding at December 31, 2016 $ 424,563 $ 41,015 $ 465,578 Change in goodwill related to divestiture — (801 ) (801 ) Outstanding at July 15, 2017 $ 424,563 $ 40,214 $ 464,777 |
Amortizable Intangible Assets | As of July 15, 2017 and December 31, 2016, respectively, the company had the following amounts related to amortizable intangible assets (amounts in thousands): July 15, 2017 December 31, 2016 Asset Cost Accumulated Amortization Net Value Cost Accumulated Amortization Net Value Trademarks $ 402,327 $ 31,112 $ 371,215 $ 402,327 $ 25,129 $ 377,198 Customer relationships 281,621 76,841 204,780 281,621 68,163 213,458 Non-compete agreements 4,874 4,828 46 4,874 4,666 208 Distributor relationships 4,123 2,171 1,952 4,123 2,023 2,100 Total $ 692,945 $ 114,952 $ 577,993 $ 692,945 $ 99,981 $ 592,964 |
Aggregate Amortization Expense | Aggregate amortization expense for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016 was as follows (amounts in thousands): Amortization Expense For the twelve weeks ended July 15, 2017 $ 6,416 For the twelve weeks ended July 16, 2016 $ 5,740 For the twenty-eight weeks ended July 15, 2017 $ 14,971 For the twenty-eight weeks ended July 16, 2016 $ 13,393 |
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 2017 $ 12,645 2018 $ 26,917 2019 $ 26,425 2020 $ 25,933 2021 $ 25,364 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Fair Value Disclosures [Abstract] | |
Interest Income for Distributor Notes Receivable | Interest income for the distributor notes receivable was as follows (amounts in thousands): Interest Income For the twelve weeks ended July 15, 2017 $ 5,158 For the twelve weeks ended July 16, 2016 $ 4,639 For the twenty-eight weeks ended July 15, 2017 $ 11,735 For the twenty-eight weeks ended July 16, 2016 $ 10,929 |
Carrying Value of Distributor Notes | At July 15, 2017, December 31, 2016, and July 16, 2016 respectively, the carrying value of the distributor notes was as follows (amounts in thousands): July 15, 2017 December 31, 2016 July 16, 2016 Distributor notes receivable $ 191,684 $ 175,984 $ 170,489 Current portion of distributor notes receivable recorded in accounts and notes receivable, net 22,410 21,060 20,750 Long-term portion of distributor notes receivable $ 169,274 $ 154,924 $ 149,739 |
Schedule of Fair Value of Notes | The fair value of the senior notes are presented in the table below (amounts in thousands, except level classification): Carrying Value Fair Value Level 2026 notes $ 394,714 $ 395,700 2 2022 notes $ 397,718 $ 429,120 2 |
Derivative Financial Instrume35
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Net Fair Value of Commodity Price Risk | As of July 15, 2017, 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 $ 6,245 $ — $ — $ 6,245 Other long-term 164 — — 164 Total 6,409 — — 6,409 Liabilities: Other long-term (127 ) — — (127 ) Total (127 ) — — (127 ) Net Fair Value $ 6,282 $ — $ — $ 6,282 As of December 31, 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 Assets: Other current $ 1,576 $ — $ — $ 1,576 Other long-term 35 — — 35 Total 1,611 — — 1,611 Liabilities: Other current (2,435 ) — — (2,435 ) Total (2,435 ) — — (2,435 ) Net Fair Value $ (824 ) $ — $ — $ (824 ) |
Derivative Held for Hedging the Risk of Changes in Forecasted Interest Payments on Issuance of Long-term Debt | The following table outlines the company’s derivatives, which were hedging the risk of changes in forecasted interest payments on forecasted issuance of long-term debt (amounts in thousands, before tax, and an asset is a positive value and a liability is a negative value): Terminated Description Aggregate Notional Amount Fair Value When Terminated Fair Value Deferred in AOCI(1) Ineffective Portion at Termination April/2012 Treasury lock $ 500,000 $ (3,137 ) $ 2,510 $ 627 September/2016 Treasury lock $ 200,000 $ 1,298 $ (1,298 ) $ — September/2016 Treasury lock $ 150,000 $ (323 ) $ 215 $ 108 (1) The amount reported in AOCI is reclassified to interest expense as interest payments are made on the related notes through the maturity date. |
Derivative Instruments Located on Condensed Consolidated Balance Sheet | The company has the following derivative instruments located on the Condensed Consolidated Balance Sheets, which are utilized for the risk management purposes detailed above (amounts in thousands): Derivative Assets Derivative Liabilities July 15, 2017 December 31, 2016 July 15, 2017 December 31, 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 $ 6,245 Other current assets $ 1,576 Other current liabilities $ — Other current liabilities $ 2,435 Commodity contracts Other long term assets 164 Other long term assets 35 Other long-term liabilities 127 Other long-term liabilities — Total $ 6,409 $ 1,611 $ 127 $ 2,435 |
Effect of Derivative Instruments for Deferred Gains And (Losses) on Closed Contracts and Effective Portion in Fair Value on AOCI, Utilized for Risk Management Purposes (Detail) | The company had the following derivative instruments for deferred gains and (losses) on closed contracts and the effective portion for changes in fair value recorded in AOCI (no amounts were excluded from the effectiveness test), all of which are utilized for the risk management purposes detailed above (amounts in thousands and net of tax): Amount of Gain or (Loss) Amount of (Gain) or Loss Recognized in AOCI on Derivatives Reclassified from AOCI (Effective Portion) Location of (Gain) or Loss into Income (Effective Portion) Derivatives in Cash Flow For the Twelve Weeks Ended Reclassified from AOCI For the Twelve Weeks Ended Hedge Relationships(1) July 15, 2017 July 16, 2016 into Income (Effective Portion)(2) July 15, 2017 July 16, 2016 Interest rate contracts $ — $ — Interest expense $ 20 $ 35 Commodity contracts 7,238 (3,525 ) Production costs(3) 300 768 Total $ 7,238 $ (3,525 ) $ 320 $ 803 Amount of Gain or (Loss) Amount of (Gain) or Loss Recognized in AOCI on Derivatives Reclassified from AOCI (Effective Portion) Location of (Gain) or Loss into Income (Effective Portion) Derivatives in Cash Flow For the Twenty-Eight Weeks Ended Reclassified from AOCI For the Twenty-Eight Weeks Ended Hedge Relationships(1) July 15, 2017 July 16, 2016 into Income (Effective Portion)(2) July 15, 2017 July 16, 2016 Interest rate contracts $ — $ — Interest expense $ 47 $ 82 Commodity contracts 3,720 (937 ) Production costs(3) 747 1,864 Total $ 3,720 $ (937 ) $ 794 $ 1,946 1. Amounts in parentheses indicate debits to determine net income. 2. Amounts in parentheses, if any, indicate credits to determine net income. 3. Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). |
AOCI Related to Derivative Transactions | At July 15, 2017, the balance in AOCI related to commodity price risk and interest rate risk derivative transactions that closed or will expire over the following years are as follows (amounts in thousands and net of tax) (amounts in parenthesis indicate a debit balance): Commodity price risk derivatives Interest rate risk derivatives Totals Closed contracts $ (295 ) $ (115 ) $ (410 ) Expiring in 2017 1,650 — 1,650 Expiring in 2018 2,257 — 2,257 Expiring in 2019 (44 ) — (44 ) Total $ 3,568 $ (115 ) $ 3,453 |
Financial Contracts Hedging Commodity Risk | As of July 15, 2017, the company had the following outstanding financial contracts that were entered to hedge commodity risk (amounts in thousands): Notional amount Wheat contracts $ 91,991 Soybean oil contracts 23,112 Natural gas contracts 13,606 Total $ 128,709 |
Debt and Other Obligations (Tab
Debt and Other Obligations (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Debt Disclosure [Abstract] | |
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 July 15, 2017 and December 31, 2016, respectively (amounts in thousands): July 15, 2017 December 31, 2016 Unsecured credit facility $ 3,400 $ 24,000 2026 notes 394,714 394,406 2022 notes 397,718 397,458 Accounts receivable securitization facility 10,000 95,000 Capital lease obligations 26,633 30,427 Other notes payable 14,540 16,866 847,005 958,157 Current maturities of long-term debt and capital lease obligations 12,140 11,490 Total long-term debt and capital lease obligations $ 834,865 $ 946,667 |
Schedule of debt discount, underwriting fees and the legal and other fees | The table below presents the debt discount, underwriting fees and the legal and other fees for issuing the 2026 notes (amounts in thousands): Amount at Issuance Debt discount $ 2,108 Underwriting, legal, and other fees 3,634 Total fees $ 5,742 |
Schedule of Borrowings and Repayments Under Credit Facility | 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 Amount (thousands) Balance at December 31, 2016 $ 24,000 Borrowings 347,900 Payments (368,500 ) Balance at July 15, 2017 $ 3,400 |
Schedule of Net Amount Available Under Credit Facility | The table below presents the net amount available under the credit facility as of July 15, 2017: Amount (thousands) Gross amount available $ 500,000 Outstanding (3,400 ) Letters of credit (8,698 ) Available for withdrawal $ 487,902 |
Schedule of Highest and Lowest Outstanding Balance Under Credit Facility | The table below presents the highest and lowest outstanding balance under the credit facility during the twenty-eight weeks ended July 15, 2017: Amount (thousands) High balance $ 47,500 Low balance $ — |
Aggregate Maturities of Debt Outstanding (Including Capital Leases) | Aggregate maturities of debt outstanding, including capital leases and the associated interest, as of July 15, 2017, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): Remainder of 2017 $ 5,196 2018 21,794 2019 10,314 2020 8,428 2021 3,276 2022 and thereafter 806,025 Total $ 855,033 |
Reconciliation of Debt Issuance Costs and Debt Discounts to the Net Carrying Value for Each Debt Obligation (Excluding Line of Credit Arrangements) | Debt discount and issuance costs are being amortized straight-line (which approximates the effective method) over the term of the underlying debt outstanding. 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 July 15, 2017 (amounts in thousands): Debt issuance costs Face Value and debt discount Net carrying value 2026 notes $ 400,000 $ 5,286 $ 394,714 2022 notes 400,000 2,282 397,718 Other notes payable 15,000 460 14,540 Total $ 815,000 $ 8,028 $ 806,972 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 December 31, 2016 (amounts in thousands): Debt issuance costs Face Value and debt discount Net carrying value 2026 notes $ 400,000 $ 5,594 $ 394,406 2022 notes 400,000 2,542 397,458 Other notes payable 17,500 634 16,866 Total $ 817,500 $ 8,770 $ 808,730 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Common Share | The following is a reconciliation of net income and weighted average shares for calculating basic and diluted earnings per common share for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively (amounts and shares in thousands, except per share data): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Net income $ 44,740 $ 51,155 $ 105,158 $ 110,518 Basic Earnings Per Common Share: Basic weighted average shares outstanding for common stock 209,483 207,211 209,277 209,183 Basic earnings per common share $ 0.21 $ 0.25 $ 0.50 $ 0.53 Diluted Earnings Per Common Share: Basic weighted average shares outstanding for common stock 209,483 207,211 209,277 209,183 Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock 786 1,803 946 2,047 Diluted weighted average shares outstanding for common stock 210,269 209,014 210,223 211,230 Diluted earnings per common share $ 0.21 $ 0.24 $ 0.50 $ 0.52 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Cash Proceeds Received and Tax Benefit from Share-based Payment Awards [Table Text Block] | As of July 15, 2017, compensation expense related to the NQSOs was fully amortized. The cash received, the windfall tax benefit, and intrinsic value from stock option exercises for the twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively, were as follows (amounts in thousands): July 15, 2017 July 16, 2016 Cash received from option exercises $ 6,416 $ 10,478 Tax benefit at exercise, net $ 1,477 $ 2,020 Intrinsic value of stock options exercised $ 5,215 $ 7,500 |
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 % |
Performance-Contingent Restricted Stock Awards | The table below presents the TSR modifier share adjustment, ROIC modifier share adjustment, accumulated dividends on vested shares, and the tax benefit/(expense) at vesting of the performance-contingent restricted stock awards (amounts in thousands, except per share data). The shortfall at vesting of 2015 award was recorded as tax expense. The tax impact on the 2014 award at vesting was treated as a shortfall for reporting purposes. Award granted Fiscal year vested TSR modifier increase/(decrease) shares ROIC modifier increase/(decrease) shares Dividends at vesting (thousands) Tax benefit/(expense) Fair value at vesting 2015 2017 (378,219 ) (49,272 ) $ 392 $ (3,099 ) $ 6,316 2014 2016 (248,872 ) (13,637 ) $ 441 $ (3,090 ) $ 7,173 |
Performance-Contingent Restricted Stock Activity | Performance-Contingent Restricted Stock The company’s performance-contingent restricted stock activity for the twenty-eight weeks ended July 15, 2017 is presented below (amounts in thousands, except price data): Shares Weighted Average Grant Date Fair Value Nonvested shares at December 31, 2016 1,543 $ 21.53 Initial grant at target 855 $ 21.64 Grant reduction for not achieving the ROIC modifier (49 ) $ 19.14 Grant reduction for not achieving the TSR modifier (378 ) $ 21.21 Vested (329 ) $ 19.14 Forfeited (18 ) $ 21.02 Nonvested shares at July 15, 2017 1,624 $ 22.21 |
Deferred Stock Activity | The deferred stock activity for the twenty-eight weeks ended July 15, 2017 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 December 31, 2016 149 $ 20.39 Vested (149 ) $ 20.39 Granted 87 $ 18.70 Nonvested shares at July 15, 2017 87 $ 18.70 0.83 $ 1,531,062 |
Summary of Company's Stock-Based Compensation Expense | The following table summarizes the company’s stock-based compensation expense for the twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Performance-contingent restricted stock awards $ 2,316 $ 2,998 $ 7,683 $ 10,115 Deferred and restricted stock 399 529 1,007 1,203 Stock appreciation rights — — — (12 ) Total stock-based compensation $ 2,715 $ 3,527 $ 8,690 $ 11,306 |
Stock Option | |
Stock Option Activity | The stock option activity for the twenty-eight weeks ended July 15, 2017 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 December 31, 2016 1,846 $ 10.89 Exercised (587 ) $ 10.93 Outstanding at July 15, 2017 1,259 $ 10.87 0.57 $ 8,411 Exercisable at July 15, 2017 1,259 $ 10.87 0.57 $ 8,411 |
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 Omnibus Plan and have service period remaining (amounts in thousands, except price data): Grant date January 1, 2017 January 3, 2016 Shares granted 426 401 Vesting date 3/1/2019 2/21/2018 Fair value per share $ 23.31 $ 24.17 |
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 Omnibus Plan and have service period remaining (amounts in thousands, except price data): Grant date January 1, 2017 January 3, 2016 Shares granted 426 401 Vesting date 3/1/2019 2/21/2018 Fair value per share $ 19.97 $ 21.49 |
Post-Retirement Plans (Tables)
Post-Retirement Plans (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
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 July 15, 2017 as compared to accounts at December 31, 2016 (amounts in thousands): July 15, 2017 December 31, 2016 Current benefit liability $ 979 $ 979 Noncurrent benefit liability $ 63,220 $ 69,601 Accumulated other comprehensive loss, net of tax $ 80,221 $ 82,222 |
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 Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Service cost $ 174 $ 192 $ 407 $ 447 Interest cost 3,006 2,884 7,013 7,417 Expected return on plan assets (5,895 ) (5,457 ) (13,754 ) (14,069 ) Settlement loss — 4,641 — 4,641 Amortization of prior service cost 89 76 208 195 Amortization of net loss 1,469 1,155 3,427 2,953 Total net periodic pension benefit (income) cost $ (1,157 ) $ 3,491 $ (2,699 ) $ 1,584 |
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 Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Service cost $ 59 $ 93 $ 138 $ 216 Interest cost 52 71 122 166 Amortization of prior service credit (49 ) (49 ) (114 ) (114 ) Amortization of net gain (114 ) (105 ) (268 ) (245 ) Total net periodic post-retirement benefit (income) cost $ (52 ) $ 10 $ (122 ) $ 23 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Segment Reporting [Abstract] | |
Information Regarding Operations in Reportable Segments | Information regarding the operations in these reportable segments is as follows (amounts in thousands): For the Twelve Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 July 15, 2017 July 16, 2016 Sales: DSD Segment $ 806,296 $ 799,890 $ 1,825,212 $ 1,818,238 Warehouse Segment 173,844 184,887 411,521 433,092 Eliminations: Sales from Warehouse Segment to DSD Segment (40,097 ) (35,629 ) (89,985 ) (78,485 ) Sales from DSD Segment to Warehouse Segment (13,404 ) (14,123 ) (32,460 ) (33,468 ) $ 926,639 $ 935,025 $ 2,114,288 $ 2,139,377 Depreciation and amortization: DSD Segment $ 29,355 $ 27,980 $ 70,417 $ 65,054 Warehouse Segment 4,761 4,599 11,072 10,877 Unallocated corporate costs(1) 12 19 (173 ) 134 $ 34,128 $ 32,598 $ 81,316 $ 76,065 Income (loss) from operations: DSD Segment $ 79,564 $ 80,135 $ 166,958 $ 172,084 Warehouse Segment 11,589 15,710 56,284 34,451 Unallocated corporate costs(1) (20,987 ) (14,410 ) (52,951 ) (29,944 ) $ 70,166 $ 81,435 $ 170,291 $ 176,591 Interest expense $ (8,436 ) $ (7,649 ) $ (20,061 ) $ (16,717 ) Interest income $ 5,158 $ 4,639 $ 11,735 $ 10,929 Income before income taxes $ 66,888 $ 78,425 $ 161,965 $ 170,803 (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 twelve and twenty-eight weeks ended July 15, 2017 and July 16, 2016, respectively (amounts in thousands): For the Twelve Weeks Ended For the Twelve Weeks Ended July 15, 2017 July 16, 2016 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded retail $ 514,594 $ 33,749 $ 548,343 $ 508,426 $ 41,221 $ 549,647 Store branded retail 120,115 24,175 144,290 116,493 29,285 145,778 Non-retail and other 158,183 75,823 234,006 160,848 78,752 239,600 Total $ 792,892 $ 133,747 $ 926,639 $ 785,767 $ 149,258 $ 935,025 For the Twenty-Eight Weeks Ended For the Twenty-Eight Weeks Ended July 15, 2017 July 16, 2016 DSD Segment Warehouse Segment Total DSD Segment Warehouse Segment Total Branded retail $ 1,160,681 $ 81,224 $ 1,241,905 $ 1,150,487 $ 99,542 $ 1,250,029 Store branded retail 257,641 58,675 316,316 249,477 67,548 317,025 Non-retail and other 374,430 181,637 556,067 384,806 187,517 572,323 Total $ 1,792,752 $ 321,536 $ 2,114,288 $ 1,784,770 $ 354,607 $ 2,139,377 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | The table below presents the assets held for sale as of July 15, 2017 and December 31, 2016, respectively (amounts in thousands): July 15, 2017 December 31, 2016 Distributor territories $ 24,745 $ 31,897 Property, plant and equipment 1,283 5,079 Total assets held for sale $ 26,028 $ 36,976 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | May 03, 2017BusinessUnit | Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017Segment | Jul. 16, 2016 | Dec. 31, 2016 |
Basis of Presentation [Line Items] | ||||||
Segment reporting, description | SEGMENTS — Flowers Foods currently operates two business segments: a direct-store-delivery (“DSD”) segment (“DSD Segment”) and a warehouse delivery segment (“Warehouse Segment”). The DSD Segment (85% of total year to date sales) currently operates 39 plants 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 East, South, Southwest, California, and select markets in the Midwest, Pacific Northwest, Nevada, and Colorado. The Warehouse Segment (15% of total year to date sales) currently operates ten plants that produce snack cakes, breads and rolls for national retail, foodservice, vending, and co-pack customers and deliver through customers’ warehouse channels | |||||
Number of business segments | Segment | 2 | |||||
Number of new organizational structure business units established | BusinessUnit | 2 | |||||
Full implementation expected period | 2,018 | |||||
Total year to date sales | Customer Concentration Risk | Wal-Mart/Sam's Club | ||||||
Basis of Presentation [Line Items] | ||||||
Concentration risk percentage | 20.60% | 20.20% | 20.10% | 19.60% | ||
Total year to date sales | Customer Concentration Risk | DSD Segment | ||||||
Basis of Presentation [Line Items] | ||||||
Concentration risk percentage | 85.00% | |||||
Total year to date sales | Customer Concentration Risk | DSD Segment | Wal-Mart/Sam's Club | ||||||
Basis of Presentation [Line Items] | ||||||
Concentration risk percentage | 18.30% | 17.60% | 17.70% | 16.90% | ||
Total year to date sales | Customer Concentration Risk | Warehouse Segment | ||||||
Basis of Presentation [Line Items] | ||||||
Concentration risk percentage | 15.00% | |||||
Total year to date sales | Customer Concentration Risk | Warehouse Segment | Wal-Mart/Sam's Club | ||||||
Basis of Presentation [Line Items] | ||||||
Concentration risk percentage | 2.30% | 2.60% | 2.40% | 2.70% | ||
Outstanding Trade Receivables | Customer Concentration Risk | Wal-Mart/Sam's Club | ||||||
Basis of Presentation [Line Items] | ||||||
Concentration risk percentage | 19.80% | 18.80% |
Effect of Largest Customer in S
Effect of Largest Customer in Sales (Detail) - Total year to date sales - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
DSD Segment | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 85.00% | |||
Warehouse Segment | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 15.00% | |||
Wal-Mart/Sam's Club | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 20.60% | 20.20% | 20.10% | 19.60% |
Wal-Mart/Sam's Club | DSD Segment | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 18.30% | 17.60% | 17.70% | 16.90% |
Wal-Mart/Sam's Club | Warehouse Segment | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk percentage | 2.30% | 2.60% | 2.40% | 2.70% |
Revisions to Applicable Condens
Revisions to Applicable Condensed Consolidated Statements of Cash Flows Line Item to Correct the Errors (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 15, 2017 | Jul. 16, 2016 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Other assets | $ (13,244) | $ 3,212 |
Other accrued liabilities | 23,079 | 10,597 |
Net cash provided by operating activities | 160,896 | 195,297 |
Repurchase of independent distributor territories | (4,110) | (8,450) |
Principal payments from notes receivable | 13,284 | 11,954 |
Other investing activities | 56 | 191 |
Net cash disbursed for investing activities | $ 19,853 | (36,062) |
As Previously Reported | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Other assets | 3,617 | |
Other accrued liabilities | 10,878 | |
Net cash provided by operating activities | 193,857 | |
Repurchase of independent distributor territories | (10,930) | |
Principal payments from notes receivable | 13,939 | |
Net cash disbursed for investing activities | (36,748) | |
Revisions | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Other assets | (405) | |
Other accrued liabilities | (281) | |
Net cash provided by operating activities | 1,440 | |
Repurchase of independent distributor territories | 2,480 | |
Principal payments from notes receivable | (1,985) | |
Other investing activities | 191 | |
Net cash disbursed for investing activities | $ 686 |
Recent Accounting Pronounceme45
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jul. 15, 2017 | Dec. 31, 2016 | |
Accounting Changes And Error Corrections [Abstract] | ||
Net impact of income tax expense for exercised and vested awards | $ 1.6 | |
Operating leases, expense | $ 97.4 |
Recent Accounting Pronounceme46
Recent Accounting Pronouncements - Summary of Impact to Condensed Consolidated Statements of Cash Flows at Adoption (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | ||
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: | |||
Other | $ 2,896 | $ 1,604 | |
Net cash provided by operating activities | 160,896 | 195,297 | |
CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: | |||
Excess windfall tax benefit related to share-based payment awards | 1,600 | ||
Net cash disbursed for financing activities | $ (179,980) | (162,021) | |
As Previously Reported | |||
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: | |||
Other | (3,730) | ||
Net cash provided by operating activities | 193,857 | ||
CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: | |||
Excess windfall tax benefit related to share-based payment awards | 2,126 | ||
Net cash disbursed for financing activities | (159,895) | ||
Post-Adoption | |||
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: | |||
Other | [1] | (1,604) | |
Net cash provided by operating activities | [1] | 195,297 | |
CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: | |||
Net cash disbursed for financing activities | [1] | $ (162,021) | |
[1] | The Post-adoption column in the table above presents the amounts inclusive of the revisions discussed in Note 2, Financial Statement Revisions. |
Recent Accounting Pronounceme47
Recent Accounting Pronouncements - Components of Pension Cost (Income) (Detail) - Accounting Standards Update201707 - Defined Benefit and Post-retirement Plans - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 15, 2017 | Jul. 15, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Service cost to be reported in operating income | $ 233 | $ 545 |
Components to be reported outside of operating income | (1,442) | (3,366) |
Total pension cost (income) | $ (1,209) | $ (2,821) |
Divestiture - Additional Inform
Divestiture - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 14, 2017 | Apr. 22, 2017 | Jul. 15, 2017 |
Business Combinations [Abstract] | |||
Date of business unit sold | Jan. 14, 2017 | ||
Sale of non-core mix manufacturing business | $ 44,000 | ||
Decrease in amount by working capital adjustment | 2,800 | ||
Gain on sale of business | 28,875 | $ 28,900 | $ 28,875 |
Net proceeds from divestiture of business | $ 41,200 | $ 41,230 |
Computation of Gain on Divestit
Computation of Gain on Divestiture (Detail) - USD ($) $ in Thousands | Jan. 14, 2017 | Apr. 22, 2017 | Jul. 15, 2017 | Dec. 31, 2016 |
Business Combinations [Abstract] | ||||
Cash consideration received | $ 41,230 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Property, plant, and equipment recorded as assets held for sale | 3,824 | |||
Goodwill | 801 | $ 464,777 | $ 465,578 | |
Financial assets | 7,730 | |||
Net derecognized amounts of identifiable assets sold | 12,355 | |||
Gain on divestiture | $ 28,875 | $ 28,900 | $ 28,875 |
Summary of Reclassifications Ou
Summary of Reclassifications Out of AOCI (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassification from Accumulated Other Comprehensive Income, Gains and losses on cash flow hedges net of tax | $ (320) | $ (803) | $ (794) | $ (1,946) | |
Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax | [1] | (1,178) | (4,320) | (2,795) | (6,516) |
Gains/Losses on Cash Flow Hedges | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassification from Accumulated Other Comprehensive Income, Gains and losses on cash flow hedges before tax | [1] | (520) | (1,305) | (1,291) | (3,165) |
Reclassification from Accumulated Other Comprehensive Income, Gains and losses on cash flow hedges tax benefit | [1] | 200 | 502 | 497 | 1,219 |
Reclassification from Accumulated Other Comprehensive Income, Gains and losses on cash flow hedges net of tax | [1] | (320) | (803) | (794) | (1,946) |
Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax | (794) | (1,946) | |||
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] | (40) | (27) | (94) | (81) |
Amortization of defined benefit pension items, settlement losses | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | [1],[2] | (4,641) | (4,641) | ||
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] | (1,355) | (1,050) | (3,159) | (2,708) |
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] | (1,395) | (5,718) | (3,253) | (7,430) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Tax benefit | [1] | 537 | 2,201 | 1,252 | 2,860 |
Reclassification From Accumulated Other Comprehensive Income Current Period Net Of Tax | [1] | (858) | (3,517) | (2,001) | (4,570) |
Interest Rate Contracts | Gains/Losses on Cash Flow Hedges | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassification from Accumulated Other Comprehensive Income, Gains and losses on cash flow hedges before tax | [1] | (33) | (57) | (77) | (135) |
Commodity Contract | Gains/Losses on Cash Flow Hedges | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassification from Accumulated Other Comprehensive Income, Gains and losses on cash flow hedges before tax | [1],[3] | $ (487) | $ (1,248) | (1,214) | (3,030) |
Reclassification from Accumulated Other Comprehensive Income, Gains and losses on cash flow hedges tax benefit | 467 | 1,167 | |||
Reclassification from Accumulated Other Comprehensive Income, Gains and losses on cash flow hedges net of tax | $ (747) | $ (1,863) | |||
[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 AOCI, Net of Income
Changes to AOCI, Net of Income Tax, By Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balances | $ 1,210,080 | ||||
Reclassified to earnings from AOCI | [1] | $ 1,178 | $ 4,320 | 2,795 | $ 6,516 |
Balances | 1,264,587 | 1,264,587 | |||
Gains/Losses on Cash Flow Hedges | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balances | (1,061) | (10,190) | |||
Other comprehensive income before reclassifications | 3,720 | (937) | |||
Reclassified to earnings from AOCI | 794 | 1,946 | |||
Balances | 3,453 | (9,181) | 3,453 | (9,181) | |
Accumulated Defined Benefit Plans Adjustment | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balances | (82,222) | (86,610) | |||
Other comprehensive income before reclassifications | (36,407) | ||||
Reclassified to earnings from AOCI | [1] | 858 | 3,517 | 2,001 | 4,570 |
Balances | (80,221) | (118,447) | (80,221) | (118,447) | |
Accumulated Other Comprehensive Income (Loss) | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balances | (83,283) | (96,800) | |||
Other comprehensive income before reclassifications | 3,720 | (37,344) | |||
Reclassified to earnings from AOCI | 2,795 | 6,516 | |||
Balances | $ (76,768) | $ (127,628) | $ (76,768) | $ (127,628) | |
[1] | Amounts in parentheses indicate debits to determine net income. |
Loss Reclassified From AOCI for
Loss Reclassified From AOCI for Commodity Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Net of tax | $ 320 | $ 803 | $ 794 | $ 1,946 | |
Gains/Losses on Cash Flow Hedges | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Gross loss reclassified from AOCI into income | [1] | 520 | 1,305 | 1,291 | 3,165 |
Tax benefit | [1] | (200) | (502) | (497) | (1,219) |
Net of tax | [1] | 320 | 803 | 794 | 1,946 |
Commodity Contract | Gains/Losses on Cash Flow Hedges | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Gross loss reclassified from AOCI into income | [1],[2] | $ 487 | $ 1,248 | 1,214 | 3,030 |
Tax benefit | (467) | (1,167) | |||
Net of tax | $ 747 | $ 1,863 | |||
[1] | Amounts in parentheses indicate debits to determine net income. | ||||
[2] | 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. |
Summary of Goodwill and Other I
Summary of Goodwill and Other Intangible Assets (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Jan. 14, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 464,777 | $ 801 | $ 465,578 |
Amortizable intangible assets, net of amortization | 577,993 | 592,964 | |
Indefinite-lived intangible assets | 243,000 | 243,000 | |
Total goodwill and other intangible assets | $ 1,285,770 | $ 1,301,542 |
Carrying Amount of Goodwill by
Carrying Amount of Goodwill by Segment (Detail) $ in Thousands | 6 Months Ended |
Jul. 15, 2017USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 465,578 |
Change in goodwill related to divestiture | (801) |
Ending balance | 464,777 |
DSD Segment | |
Goodwill [Line Items] | |
Beginning balance | 424,563 |
Ending balance | 424,563 |
Warehouse Segment | |
Goodwill [Line Items] | |
Beginning balance | 41,015 |
Change in goodwill related to divestiture | (801) |
Ending balance | $ 40,214 |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 692,945 | $ 692,945 |
Accumulated Amortization | 114,952 | 99,981 |
Net Value | 577,993 | 592,964 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 402,327 | 402,327 |
Accumulated Amortization | 31,112 | 25,129 |
Net Value | 371,215 | 377,198 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 281,621 | 281,621 |
Accumulated Amortization | 76,841 | 68,163 |
Net Value | 204,780 | 213,458 |
Non-Compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,874 | 4,874 |
Accumulated Amortization | 4,828 | 4,666 |
Net Value | 46 | 208 |
Distribution Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,123 | 4,123 |
Accumulated Amortization | 2,171 | 2,023 |
Net Value | $ 1,952 | $ 2,100 |
Aggregate Amortization Expense
Aggregate Amortization Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Aggregate amortization expense | $ 6,416 | $ 5,740 | $ 14,971 | $ 13,393 |
Estimated Net Amortization of I
Estimated Net Amortization of Intangibles (Detail) $ in Thousands | Jul. 15, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2017 | $ 12,645 |
2,018 | 26,917 |
2,019 | 26,425 |
2,020 | 25,933 |
2,021 | $ 25,364 |
Goodwill and Other Intangible58
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Additional indefinite lived intangible assets separately identified from goodwill | $ 243,000 | $ 243,000 |
Fair Value of Financial Instr59
Fair Value of Financial Instruments - Additional Information (Detail) - Distributor | 6 Months Ended | 12 Months Ended |
Jul. 15, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Line Items] | ||
Number of independent distributors | 3,800 | |
Percentage of down payment on distribution rights purchased | 5.00% | |
2026 Notes | ||
Fair Value Disclosures [Line Items] | ||
Derivative, fixed interest rate | 3.50% | |
Senior notes due year | 2,026 | 2,026 |
2022 Notes | ||
Fair Value Disclosures [Line Items] | ||
Derivative, fixed interest rate | 4.375% | |
Senior notes due year | 2,022 | 2,022 |
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 | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Fair Value Disclosures [Abstract] | ||||
Interest income | $ 5,158 | $ 4,639 | $ 11,735 | $ 10,929 |
Carrying Value of Distributor N
Carrying Value of Distributor Notes (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 | Jul. 16, 2016 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Abstract] | |||
Distributor notes receivable | $ 191,684 | $ 175,984 | $ 170,489 |
Current portion of distributor notes receivable recorded in accounts and notes receivable, net | 22,410 | 21,060 | 20,750 |
Long-term portion of distributor notes receivable | $ 169,274 | $ 154,924 | $ 149,739 |
Schedule of Fair Value of Notes
Schedule of Fair Value of Notes (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
2026 Notes | ||
Fair Value Disclosures [Line Items] | ||
Carrying Value | $ 394,714 | $ 394,406 |
2026 Notes | Level 2 Inputs | ||
Fair Value Disclosures [Line Items] | ||
Fair Value | 395,700 | |
2022 Notes | ||
Fair Value Disclosures [Line Items] | ||
Carrying Value | 397,718 | $ 397,458 |
2022 Notes | Level 2 Inputs | ||
Fair Value Disclosures [Line Items] | ||
Fair Value | $ 429,120 |
Schedule of Fair Value of Not63
Schedule of Fair Value of Notes (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended |
Jul. 15, 2017 | Dec. 31, 2016 | |
2026 Notes | ||
Fair Value Disclosures [Line Items] | ||
Senior notes due year | 2,026 | 2,026 |
2022 Notes | ||
Fair Value Disclosures [Line Items] | ||
Senior notes due year | 2,022 | 2,022 |
Net Fair Value of Commodity Pri
Net Fair Value of Commodity Price Risk (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | $ 6,409 | $ 1,611 |
Liabilities | (127) | (2,435) |
Net Fair Value | 6,282 | (824) |
Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 6,409 | 1,611 |
Liabilities | (127) | (2,435) |
Net Fair Value | 6,282 | (824) |
Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 6,245 | 1,576 |
Other Current Assets | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 6,245 | 1,576 |
Other LongTerm Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 164 | 35 |
Other LongTerm Assets | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 164 | 35 |
Other Current Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (2,435) | |
Other Current Liabilities | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | $ (2,435) | |
Other LongTerm Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (127) | |
Other LongTerm Liabilities | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | $ (127) |
Derivative Financial Instrume65
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | Aug. 08, 2016 | Aug. 05, 2016 | Mar. 28, 2012 | Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | Dec. 31, 2016 |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Cash settlement on hedge, net | $ 1,000,000 | $ 1,000,000 | $ 3,100,000 | |||||
Hedge ineffectiveness | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Derivative instrument, asset | 800,000 | 800,000 | $ 3,000,000 | |||||
Derivative instrument, liability | $ 800,000 | $ 800,000 | 0 | |||||
Selling, Distribution, and Administrative Expense | ||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||
Hedge ineffectiveness | $ 100,000 |
Derivative Held for Hedging the
Derivative Held for Hedging the Risk of Changes in Forecasted Interest Payments on Issuance of Long-term Debt (Details) - USD ($) | Aug. 08, 2016 | Aug. 05, 2016 | Mar. 28, 2012 | Jul. 15, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Fair Value Deferred in AOCI | $ 1,000,000 | $ 1,000,000 | $ 3,100,000 | ||
April/2012 | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Terminated | 2012-04 | ||||
Description | Treasury lock | ||||
Aggregate Notional Amount | $ 500,000,000 | ||||
Fair Value When Terminated | (3,137,000) | ||||
Fair Value Deferred in AOCI | [1] | 2,510,000 | |||
Ineffective Portion at Termination | $ 627,000 | ||||
September/2016 | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Terminated | 2016-09 | ||||
Description | Treasury lock | ||||
Aggregate Notional Amount | $ 200,000,000 | ||||
Fair Value When Terminated | 1,298,000 | ||||
Fair Value Deferred in AOCI | [1] | $ (1,298,000) | |||
September/2016 | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Terminated | 2016-09 | ||||
Description | Treasury lock | ||||
Aggregate Notional Amount | $ 150,000,000 | ||||
Fair Value When Terminated | (323,000) | ||||
Fair Value Deferred in AOCI | [1] | 215,000 | |||
Ineffective Portion at Termination | $ 108,000 | ||||
[1] | The amount reported in AOCI is reclassified to interest expense as interest payments are made on the related notes through the maturity date. |
Derivative Instruments Located
Derivative Instruments Located on Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets | $ 6,409 | $ 1,611 |
Derivative Liabilities | 127 | 2,435 |
Commodity Contract | Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets | 6,245 | 1,576 |
Commodity Contract | Other LongTerm Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets | 164 | 35 |
Commodity Contract | Other Current Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Liabilities | $ 2,435 | |
Commodity Contract | Other LongTerm Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Liabilities | $ 127 |
Effect of Derivative Instrument
Effect of Derivative Instruments for Deferred Gains And (Losses) on Closed Contracts and Effective Portion in Fair Value on AOCI, Utilized for Risk Management Purposes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | [1] | $ 7,238 | $ (3,525) | $ 3,720 | $ (937) |
Production costs | 468,152 | 477,955 | 1,076,093 | 1,099,145 | |
Income before income taxes | 66,888 | 78,425 | 161,965 | 170,803 | |
Reclassification out of Accumulated Other Comprehensive Income | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Income before income taxes | [2] | 320 | 803 | 794 | 1,946 |
Interest Rate Contracts | Reclassification out of Accumulated Other Comprehensive Income | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Interest expense | [2] | 20 | 35 | 47 | 82 |
Commodity Contract | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | [1] | 7,238 | (3,525) | 3,720 | (937) |
Commodity Contract | Reclassification out of Accumulated Other Comprehensive Income | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Production costs | [2],[3] | $ 300 | $ 768 | $ 747 | $ 1,864 |
[1] | Amounts in parentheses indicate debits to determine net income. | ||||
[2] | Amounts in parentheses, if any, indicate credits to determine net income. | ||||
[3] | Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). |
AOCI Related to Derivative Tran
AOCI Related to Derivative Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | [1] | $ 7,238 | $ (3,525) | $ 3,720 | $ (937) |
Closed Contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated amount of derivatives to be reclassified in income from AOCI | (410) | ||||
Closed Contracts | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated amount of derivatives to be reclassified in income from AOCI | (295) | ||||
Closed Contracts | Interest rate risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated amount of derivatives to be reclassified in income from AOCI | (115) | ||||
Expiring in 2017 | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | 1,650 | ||||
Expiring in 2017 | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | 1,650 | ||||
Expiring in 2018 | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | 2,257 | ||||
Expiring in 2018 | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | 2,257 | ||||
Expiring in 2019 | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | (44) | ||||
Expiring in 2019 | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | (44) | ||||
Closed or Expiring Over Next Three Years | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | 3,453 | ||||
Closed or Expiring Over Next Three Years | Commodity price risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | 3,568 | ||||
Closed or Expiring Over Next Three Years | Interest rate risk derivatives | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net change in fair value of derivatives | $ (115) | ||||
[1] | Amounts in parentheses indicate debits to determine net income. |
Financial Contracts Hedging Com
Financial Contracts Hedging Commodity Risk (Detail) - Cash Flow Hedging $ in Thousands | Jul. 15, 2017USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate Notional Amount | $ 128,709 |
Wheat Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate Notional Amount | 91,991 |
Soybean Oil Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate Notional Amount | 23,112 |
Natural Gas Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate Notional Amount | $ 13,606 |
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 | Jul. 15, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Accounts receivable securitization facility | $ 10,000 | $ 95,000 |
Capital lease obligations | 26,633 | 30,427 |
Other notes payable | 14,540 | 16,866 |
Total debt and capital lease obligations | 847,005 | 958,157 |
Current maturities of long-term debt and capital lease obligations | 12,140 | 11,490 |
Total long-term debt and capital lease obligations | 834,865 | 946,667 |
Unsecured Credit Facility | ||
Debt Instrument [Line Items] | ||
Unsecured credit facility | 3,400 | 24,000 |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 394,714 | 394,406 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 397,718 | $ 397,458 |
Long Term Debt and Capital Le72
Long Term Debt and Capital Leases (Net of Issuance Costs and Debt Discounts Excluding Line-of-credit Arrangements) (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended |
Jul. 15, 2017 | Dec. 31, 2016 | |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes due year | 2,026 | 2,026 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes due year | 2,022 | 2,022 |
Debt and Other Obligations - Ad
Debt and Other Obligations - Additional Information (Detail) | Sep. 28, 2016USD ($) | Apr. 19, 2016 | Apr. 21, 2015USD ($) | Dec. 17, 2014USD ($) | Aug. 07, 2014USD ($) | Apr. 03, 2012USD ($) | Jul. 15, 2017USD ($) | Jul. 16, 2016USD ($) | Dec. 31, 2016USD ($) | Jul. 17, 2013USD ($) |
Debt Instrument [Line Items] | ||||||||||
Bank overdraft | $ 13,900,000 | $ 19,900,000 | ||||||||
Debt instrument face amount | 815,000,000 | 817,500,000 | ||||||||
Payments Of Financing Costs | $ 624,000 | |||||||||
Selling, Distribution and Administrative | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Gain on lease contract termination | 1,200,000 | |||||||||
Depreciation and Amortization | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Recognized lease termination costs | 1,800,000 | |||||||||
2026 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | |||||||
Notes due year | Oct. 1, 2026 | |||||||||
Price to redeem notes as a percentage of principal | 100.00% | |||||||||
Variable interest rate | 0.30% | |||||||||
Change of control triggering event price to redeem notes as a percentage of principal | 101.00% | |||||||||
Payments Of Financing Costs | $ 3,600,000 | |||||||||
Balance of unamortized financing costs | $ 5,742,000 | |||||||||
Debt discount | 2,108,000 | |||||||||
2022 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | |||||||
Notes due year | Apr. 1, 2022 | |||||||||
Price to redeem notes as a percentage of principal | 100.00% | |||||||||
Variable interest rate | 0.35% | |||||||||
Change of control triggering event price to redeem notes as a percentage of principal | 101.00% | |||||||||
Payments Of Financing Costs | $ 3,900,000 | |||||||||
Debt discount | 1,000,000 | |||||||||
Standby Letters Of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility outstanding daily balance during period | 8,700,000 | 9,100,000 | ||||||||
Accounts Receivable Securitization Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility outstanding daily balance during period | $ 10,000,000 | 95,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 150,000,000 | ||||||||
Line of credit extended term | 1 year | |||||||||
Line of credit facility, expiration date | Jul. 17, 2016 | |||||||||
Unamortized financing costs written-off | $ 100,000 | |||||||||
Percentage of unamortized financing costs written-off as a result of the second amendment | 37.50% | |||||||||
Debt instrument covenant compliance | As of July 15, 2017 and December 31, 2016, respectively, the company was in compliance with all restrictive covenants under the facility. | |||||||||
Line of credit facility, amount available | $ 180,800,000 | |||||||||
Basis spread on variable rate | 0.85% | |||||||||
Unused borrowing fee | 0.30% | |||||||||
Balance of unamortized financing costs | $ 200,000 | 200,000 | ||||||||
Accounts Receivable Securitization Facility | Original Lender | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, borrowing percentage | 62.50% | |||||||||
Accounts Receivable Securitization Facility | New Lender | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, borrowing percentage | 37.50% | |||||||||
Accounts Receivable Securitization Facility | Third Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, expiration date | Aug. 11, 2017 | |||||||||
Accounts Receivable Securitization Facility | Fourth Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, expiration date | Sep. 28, 2018 | |||||||||
Unsecured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility outstanding daily balance during period | $ 3,400,000 | 24,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 700,000,000 | 500,000,000 | ||||||||
Line of credit facility, amount available | 487,902,000 | |||||||||
Balance of unamortized financing costs | 900,000 | $ 1,100,000 | ||||||||
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 | |||||||||
Financial covenants minimum interest coverge ratio | 4.50 | |||||||||
Fiancial covenants maximum levarage ratio | 3.75 | |||||||||
Unsecured Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Facility fee range | 0.05% | |||||||||
Unsecured Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility outstanding daily balance during period | $ 47,500,000 | |||||||||
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% |
Debt Discount, Underwriting Fee
Debt Discount, Underwriting Fees and Legal and Other fees (Detail) - 2026 Notes $ in Thousands | Jul. 15, 2017USD ($) |
Debt Instrument [Line Items] | |
Debt discount | $ 2,108 |
Underwriting, legal, and other fees | 3,634 |
Total fees | $ 5,742 |
Schedule of Borrowings and Repa
Schedule of Borrowings and Repayments Under Credit Facility (Detail) - Unsecured Credit Facility $ in Thousands | 6 Months Ended |
Jul. 15, 2017USD ($) | |
Debt Instrument [Line Items] | |
Balance at December 31, 2016 | $ 24,000 |
Borrowings | 347,900 |
Payments | (368,500) |
Balance at July 15, 2017 | $ 3,400 |
Schedule of Net Amount Availabl
Schedule of Net Amount Available Under Credit Facility (Detail) - Unsecured Credit Facility - USD ($) | Jul. 15, 2017 | Dec. 31, 2016 | Apr. 21, 2015 |
Debt Instrument [Line Items] | |||
Gross amount available | $ 500,000,000 | $ 700,000,000 | |
Outstanding | (3,400,000) | $ (24,000,000) | |
Letters of credit | (8,698,000) | ||
Available for withdrawal | $ 487,902,000 |
Schedule of Highest and Lowest
Schedule of Highest and Lowest Outstanding Balance Under Credit Facility (Detail) - Unsecured Credit Facility - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Unsecured credit facility | $ 3,400 | $ 24,000 |
Maximum | ||
Debt Instrument [Line Items] | ||
Unsecured credit facility | $ 47,500 |
Aggregate Maturities of Debt Ou
Aggregate Maturities of Debt Outstanding (Including Capital Leases) (Detail) $ in Thousands | Jul. 15, 2017USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2017 | $ 5,196 |
2,018 | 21,794 |
2,019 | 10,314 |
2,020 | 8,428 |
2,021 | 3,276 |
2022 and thereafter | 806,025 |
Total | $ 855,033 |
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 | Jul. 15, 2017 | Dec. 31, 2016 | Sep. 28, 2016 | Apr. 03, 2012 |
Debt Instrument [Line Items] | ||||
Face Value | $ 815,000 | $ 817,500 | ||
Debt issuance costs and debt discount | 8,028 | 8,770 | ||
Net carrying value | 806,972 | 808,730 | ||
Other Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Face Value | 15,000 | 17,500 | ||
Debt issuance costs and debt discount | 460 | 634 | ||
Net carrying value | 14,540 | 16,866 | ||
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Face Value | 400,000 | 400,000 | $ 400,000 | |
Debt issuance costs and debt discount | 5,286 | 5,594 | ||
Net carrying value | 394,714 | 394,406 | ||
2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Face Value | 400,000 | 400,000 | $ 400,000 | |
Debt issuance costs and debt discount | 2,282 | 2,542 | ||
Net carrying value | $ 397,718 | $ 397,458 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||
Property, plant and equipment, net | $ 741,885 | $ 781,026 |
VIE | ||
Variable Interest Entity [Line Items] | ||
Property, plant and equipment, net | 26,600 | 30,400 |
Gross distribution rights notes receivable | $ 110,600 | $ 84,300 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 28, 2017USD ($) | Dec. 09, 2016USD ($) | Nov. 08, 2016USD ($) | Jul. 15, 2017USD ($)Lawsuits | Dec. 31, 2016USD ($) |
Loss Contingencies [Line Items] | |||||
Self-insurance reserves, current liabilities | $ 37,100,000 | $ 28,000,000 | |||
Alleged complaints | Lawsuits | 30 | ||||
Class and / or Collective action treatment | |||||
Loss Contingencies [Line Items] | |||||
Alleged complaints | Lawsuits | 21 | ||||
Individual claims and do not seek class or collective action treatment | |||||
Loss Contingencies [Line Items] | |||||
Alleged complaints | Lawsuits | 13 | ||||
North Carolina Class Action | |||||
Loss Contingencies [Line Items] | |||||
Legal settlement | $ 9,000,000 | ||||
Settlement funds | (5,200,000) | ||||
Attorney's fee | $ 3,800,000 | ||||
Lawsuit filing date | September 12, 2012 | ||||
Connecticut Class Action | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement amount including attorney's fees | $ 1,250,000 | ||||
Tennessee Class Action | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement amount including attorney's fees | $ 250,000 |
Basic and Diluted Earnings per
Basic and Diluted Earnings per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 44,740 | $ 51,155 | $ 105,158 | $ 110,518 |
Basic Earnings Per Common Share: | ||||
Basic weighted average shares outstanding for common stock | 209,483 | 207,211 | 209,277 | 209,183 |
Basic earnings per common share | $ 0.21 | $ 0.25 | $ 0.50 | $ 0.53 |
Diluted Earnings Per Common Share: | ||||
Basic weighted average shares outstanding for common stock | 209,483 | 207,211 | 209,277 | 209,183 |
Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock | 786 | 1,803 | 946 | 2,047 |
Diluted weighted average shares outstanding for common stock | 210,269 | 209,014 | 210,223 | 211,230 |
Diluted earnings per common share | $ 0.21 | $ 0.24 | $ 0.50 | $ 0.52 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Shares excluded from Computation of Earnings Per Share | 807,751 | 0 | 808,200 | 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 | 6 Months Ended |
Jul. 15, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding at beginning of period | shares | 1,846 |
Options, Exercised | shares | (587) |
Options, Outstanding at end of period | shares | 1,259 |
Options, Exercisable at end of period | shares | 1,259 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ / shares | $ 10.89 |
Weighted Average Exercise Price, Exercised | $ / shares | 10.93 |
Weighted Average Exercise Price, Outstanding at end of period | $ / shares | 10.87 |
Weighted Average Exercise Price, Exercisable at end of period | $ / shares | $ 10.87 |
Weighted Average Remaining Contractual Term (Years), Outstanding at end of period | 6 months 25 days |
Weighted Average Remaining Contractual Term (Years), Exercisable at end of period | 6 months 25 days |
Aggregate Intrinsic Value, Outstanding at end of period | $ | $ 8,411 |
Aggregate Intrinsic Value, Exercisable at end of period | $ | $ 8,411 |
Cash Received, Windfall Tax Ben
Cash Received, Windfall Tax Benefit, and Intrinsic Value from Stock Option Exercises (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 15, 2017 | Jul. 16, 2016 | |
Share Based Compensation [Abstract] | ||
Cash received from option exercises | $ 6,416 | $ 10,478 |
Tax benefit at exercise, net | 1,477 | 2,020 |
Intrinsic value of stock options exercised | $ 5,215 | $ 7,500 |
Stock-Based Compensation (Perfo
Stock-Based Compensation (Performance-Contingent Total Shareholder Return Shares) - Additional Information (Detail) | 6 Months Ended |
Jul. 15, 2017shares | |
Performance Contingent Total Shareholders Return Shares | |
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 | 2015 Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | 0 |
Total Shareholders Return | Fiscal 2016 | 2014 Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of vested shares | 27.00% |
Performance Contingent Total Sh
Performance Contingent Total Shareholder Return Shares (Detail) - Total Shareholders Return | 6 Months Ended |
Jul. 15, 2017 | |
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 - Omnibus Plan - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 426 | 401 |
Vesting date | Mar. 1, 2019 | Feb. 21, 2018 |
Fair value per share | $ 23.31 | $ 24.17 |
Stock-Based Compensation (Per90
Stock-Based Compensation (Performance-Contingent Return on Invested Capital Shares) - Additional Information (Detail) | 6 Months Ended |
Jul. 15, 2017 | |
Return On Invested Capital | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 1.75% |
Return On Invested Capital | Range One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 1.75% |
Return On Invested Capital | Range Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 3.75% |
Return On Invested Capital | Range Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 4.75% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Return on investment target over the two fiscal years immediately preceding the vesting date | 1.75% |
Minimum | 2016 Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares being expensed | 75.00% |
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% |
Maximum | 2017 Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares being expensed | 100.00% |
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% |
Weighted Average Cost of Capital | Return On Invested Capital | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 0.00% |
Performance Contingent Return On Invested Capital Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Performance Contingent Return On Invested Capital Shares | 2014 Award | |
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 | 2015 Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of actual ROI attainment | 87.00% |
Performance Contingent Return On Invested Capital Shares | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares that can be earned | 0.00% |
Performance Contingent Return On Invested Capital Shares | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares that can be earned | 125.00% |
Performance Contingent ROIC Sha
Performance Contingent ROIC Shares (Detail) - Return On Invested Capital - 2016 Award - Omnibus Plan - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 426 | 401 |
Vesting date | Mar. 1, 2019 | Feb. 21, 2018 |
Fair value per share | $ 19.97 | $ 21.49 |
Performance-Contingent Restrict
Performance-Contingent Restricted Stock Awards (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 15, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends at vesting | $ 553 | |
Fiscal Year Vested 2017 | 2015 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends at vesting | 392 | |
Income tax expense related to share-based payments | (3,099) | |
Fair value at vesting | $ 6,316 | |
Fiscal Year Vested 2017 | TSR Modifier | 2015 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares increase/(decrease) | (378,219) | |
Fiscal Year Vested 2017 | ROIC Modifier | 2015 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares increase/(decrease) | (49,272) | |
Fiscal Year Vested 2016 | 2014 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends at vesting | $ 441 | |
Income tax expense related to share-based payments | (3,090) | |
Fair value at vesting | $ 7,173 | |
Fiscal Year Vested 2016 | TSR Modifier | 2014 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares increase/(decrease) | (248,872) | |
Fiscal Year Vested 2016 | ROIC Modifier | 2014 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares increase/(decrease) | (13,637) |
Performance-Contingent Restri93
Performance-Contingent Restricted Stock Activity (Detail) - Performance Contingent Restricted Stock shares in Thousands | 6 Months Ended |
Jul. 15, 2017$ / sharesshares | |
Shares | |
Shares, Balance at beginning of period | shares | 1,543 |
Shares, Initial grant at target | shares | 855 |
Shares, Vested | shares | (329) |
Shares, Forfeited | shares | (18) |
Shares, Balance at end of period | shares | 1,624 |
Weighted Average Fair Value | |
Weighted Average Fair Value, Balance at beginning of period | $ / shares | $ 21.53 |
Weighted Average Fair Value, Initial grant at target | $ / shares | 21.64 |
Weighted Average Fair Value, Vested | $ / shares | 19.14 |
Weighted Average Fair Value, Forfeited | $ / shares | 21.02 |
Weighted Average Fair Value, Balance at end of period | $ / shares | $ 22.21 |
Performance Contingent Return On Invested Capital Shares | |
Shares | |
Shares, Grant reduction for not achieving the modifier | shares | (49) |
Weighted Average Fair Value | |
Weighted Average Fair Value, Grant reduction for not achieving the modifier | $ / shares | $ 19.14 |
Performance Contingent Total Shareholders Return Shares | |
Shares | |
Shares, Grant reduction for not achieving the modifier | shares | (378) |
Weighted Average Fair Value | |
Weighted Average Fair Value, Grant reduction for not achieving the modifier | $ / shares | $ 21.21 |
Stock-Based Compensation (Per94
Stock-Based Compensation (Performance-Contingent Restricted Stock) - Additional Information (Detail) - Performance Contingent Restricted Stock $ in Millions | 3 Months Ended | 6 Months Ended |
Jul. 15, 2017USD ($) | Jul. 15, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to nonvested restricted stock granted by the Omnibus Plan | $ 18.1 | $ 18.1 |
Expected weighted-average period to recognize compensation cost (years) | 1 year 4 months 17 days | |
Intrinsic value of shares vested | $ 6.3 | $ 6.3 |
Stock-Based Compensation (Defer
Stock-Based Compensation (Deferred and Restricted Stock) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May 31, 2013 | Jul. 15, 2017 | Jul. 15, 2017 |
Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award | $ 1.3 | ||
Restricted shares issued | 58,500 | ||
Restricted Stock Award | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares per share | $ 22.25 | ||
Restricted stock award vested price | $ 18.48 | $ 18.48 | |
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 Omnibus Plan | $ 1.3 | $ 1.3 | |
Expected weighted-average period to recognize compensation cost (years) | 9 months 29 days | ||
Intrinsic value of shares vested | $ 2.8 | $ 2.8 | |
Annual Grants | Deferred and restricted stock | Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate shares elected to receive | 77,220 | ||
Annual Grants | Deferred and restricted stock | Non Employee Directors | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Retainer Conversion | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Retainers conversion into deferred shares | 100.00% | ||
Vesting period | 1 year | ||
Director Retainer Deferrals | Omnibus Plan | Deferred and restricted stock | Non Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate shares elected to receive | 10,020 |
Deferred Stock Activity (Detail
Deferred Stock Activity (Detail) - Deferred stock $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jul. 15, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at beginning of period | shares | 149 |
Shares, Vested | shares | (149) |
Shares, Granted | shares | 87 |
Shares, Balance at end of period | shares | 87 |
Weighted Average Fair Value, Balance at beginning of period | $ / shares | $ 20.39 |
Weighted Average Fair Value, Vested | $ / shares | 20.39 |
Weighted Average Fair Value, Granted | $ / shares | 18.70 |
Weighted Average Fair Value, Balance at end of period | $ / shares | $ 18.70 |
Weighted Average Remaining Contractual Term (Years) | 9 months 29 days |
Aggregate Intrinsic Value | $ | $ 1,531,062 |
Summary of Company's Stock-Base
Summary of Company's Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 2,715 | $ 3,527 | $ 8,690 | $ 11,306 |
Performance Contingent Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 2,316 | 2,998 | 7,683 | 10,115 |
Deferred and Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 399 | $ 529 | $ 1,007 | 1,203 |
Stock Appreciation Rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ (12) |
Summary of Company's Balance Sh
Summary of Company's Balance Sheet Related Pension and Other Post-Retirement Benefit Plan (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Post-Retirement Plans [Abstract] | ||
Current benefit liability | $ 979 | $ 979 |
Noncurrent benefit liability | 63,220 | 69,601 |
Accumulated other comprehensive loss, net of tax | $ 80,221 | $ 82,222 |
Post-Retirement Plans - Additio
Post-Retirement Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Settlement charge | $ (4,641) | $ 0 | $ (4,641) | |
Total cost and employer contributions | $ 6,600 | $ 6,500 | $ 15,600 | $ 14,800 |
Components of Net Periodic Bene
Components of Net Periodic Benefit (Income) Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Pension plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 174 | $ 192 | $ 407 | $ 447 |
Interest cost | 3,006 | 2,884 | 7,013 | 7,417 |
Expected return on plan assets | (5,895) | (5,457) | (13,754) | (14,069) |
Settlement loss | 4,641 | 4,641 | ||
Amortization of prior service cost (credit) | 89 | 76 | 208 | 195 |
Amortization of net (gain) loss | 1,469 | 1,155 | 3,427 | 2,953 |
Total net periodic benefit (income) cost | (1,157) | 3,491 | (2,699) | 1,584 |
Post-retirement Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 59 | 93 | 138 | 216 |
Interest cost | 52 | 71 | 122 | 166 |
Amortization of prior service cost (credit) | (49) | (49) | (114) | (114) |
Amortization of net (gain) loss | (114) | (105) | (268) | (245) |
Total net periodic benefit (income) cost | $ (52) | $ 10 | $ (122) | $ 23 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | |
Jul. 15, 2017 | Jul. 16, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 35.10% | 35.30% |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 6 Months Ended |
Jul. 15, 2017Segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Information Regarding Operation
Information Regarding Operations in Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | ||
Segment Reporting Information [Line Items] | |||||
Sales | $ 926,639 | $ 935,025 | $ 2,114,288 | $ 2,139,377 | |
Depreciation and amortization | 34,128 | 32,598 | 81,316 | 76,065 | |
Income (loss) from operations | 70,166 | 81,435 | 170,291 | 176,591 | |
Interest expense | (8,436) | (7,649) | (20,061) | (16,717) | |
Interest income | 5,158 | 4,639 | 11,735 | 10,929 | |
Income before income taxes | 66,888 | 78,425 | 161,965 | 170,803 | |
Unallocated Corporate Costs | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | [1] | 12 | 19 | (173) | 134 |
Income (loss) from operations | [1] | (20,987) | (14,410) | (52,951) | (29,944) |
DSD Segment | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 792,892 | 785,767 | 1,792,752 | 1,784,770 | |
DSD Segment | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 806,296 | 799,890 | 1,825,212 | 1,818,238 | |
Depreciation and amortization | 29,355 | 27,980 | 70,417 | 65,054 | |
Income (loss) from operations | 79,564 | 80,135 | 166,958 | 172,084 | |
DSD Segment | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Sales | (13,404) | (14,123) | (32,460) | (33,468) | |
Warehouse Segment | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 133,747 | 149,258 | 321,536 | 354,607 | |
Warehouse Segment | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 173,844 | 184,887 | 411,521 | 433,092 | |
Depreciation and amortization | 4,761 | 4,599 | 11,072 | 10,877 | |
Income (loss) from operations | 11,589 | 15,710 | 56,284 | 34,451 | |
Warehouse Segment | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Sales | $ (40,097) | $ (35,629) | $ (89,985) | $ (78,485) | |
[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 | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Segment Reporting Information [Line Items] | ||||
Sales | $ 926,639 | $ 935,025 | $ 2,114,288 | $ 2,139,377 |
DSD Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 792,892 | 785,767 | 1,792,752 | 1,784,770 |
Warehouse Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 133,747 | 149,258 | 321,536 | 354,607 |
Branded Retail | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 548,343 | 549,647 | 1,241,905 | 1,250,029 |
Branded Retail | DSD Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 514,594 | 508,426 | 1,160,681 | 1,150,487 |
Branded Retail | Warehouse Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 33,749 | 41,221 | 81,224 | 99,542 |
Store Branded Retail | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 144,290 | 145,778 | 316,316 | 317,025 |
Store Branded Retail | DSD Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 120,115 | 116,493 | 257,641 | 249,477 |
Store Branded Retail | Warehouse Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 24,175 | 29,285 | 58,675 | 67,548 |
Non-Retail and Other | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 234,006 | 239,600 | 556,067 | 572,323 |
Non-Retail and Other | DSD Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 158,183 | 160,848 | 374,430 | 384,806 |
Non-Retail and Other | Warehouse Segment | ||||
Segment Reporting Information [Line Items] | ||||
Sales | $ 75,823 | $ 78,752 | $ 181,637 | $ 187,517 |
Assets Held for Sale (Detail)
Assets Held for Sale (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | $ 26,028 | $ 36,976 |
Distributor Territories | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | 24,745 | 31,897 |
Property, Plant and Equipment | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | $ 1,283 | $ 5,079 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Facility Closing - Warehouse Segment - Winston-Salem, North Carolina - Subsequent Event $ in Millions | Aug. 09, 2017USD ($) |
Subsequent Event [Line Items] | |
Closure of operations, description | The closure costs are estimated to be between $4.0 million and $6.0 million and are expected to be finalized and recorded in our third quarter of fiscal 2017. |
Minimum | |
Subsequent Event [Line Items] | |
Estimated facility closing costs | $ 4 |
Maximum | |
Subsequent Event [Line Items] | |
Estimated facility closing costs | $ 6 |