Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 29, 2014 | Apr. 24, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'B&G Foods, Inc. | ' |
Entity Central Index Key | '0001278027 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 29-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--01-03 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 53,649,687 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $17,004 | $4,107 |
Trade accounts receivable, net | 55,442 | 62,763 |
Inventories | 103,495 | 101,251 |
Prepaid expenses and other current assets | 7,069 | 8,079 |
Income tax receivable | 383 | 3,422 |
Deferred income taxes | 1,963 | 2,115 |
Total current assets | 185,356 | 181,737 |
Property, plant and equipment, net of accumulated depreciation of $118,265 and $114,685 | 108,923 | 110,374 |
Goodwill | 320,317 | 319,292 |
Other intangibles, net | 840,894 | 844,141 |
Other assets | 27,556 | 28,799 |
Total assets | 1,483,046 | 1,484,343 |
Current liabilities: | ' | ' |
Trade accounts payable | 29,857 | 42,638 |
Accrued expenses | 23,962 | 19,189 |
Current portion of long-term debt | 22,500 | 26,250 |
Dividends payable | 18,241 | 17,637 |
Total current liabilities | 94,560 | 105,714 |
Long-term debt | 852,178 | 844,635 |
Other liabilities | 8,972 | 8,692 |
Deferred income taxes | 150,885 | 146,939 |
Total liabilities | 1,106,595 | 1,105,980 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding | ' | ' |
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 53,649,687 and 53,445,910 shares issued and outstanding as of March 29, 2014 and December 28, 2013 | 536 | 534 |
Additional paid-in capital | 163,443 | 183,113 |
Accumulated other comprehensive loss | -2,492 | -2,471 |
Retained earnings | 214,964 | 197,187 |
Total stockholders' equity | 376,451 | 378,363 |
Total liabilities and stockholders' equity | $1,483,046 | $1,484,343 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ' | ' |
Property, plant and equipment, accumulated depreciation (in dollars) | $118,265 | $114,685 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, Authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, Authorized shares | 125,000,000 | 125,000,000 |
Common stock, shares issued | 53,649,687 | 53,445,910 |
Common stock, shares outstanding | 53,649,687 | 53,445,910 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Consolidated Statements of Operations | ' | ' |
Net sales | $198,140 | $171,194 |
Cost of goods sold | 133,471 | 112,382 |
Gross profit | 64,669 | 58,812 |
Operating expenses: | ' | ' |
Selling, general and administrative expenses | 22,603 | 16,508 |
Amortization expense | 3,247 | 2,067 |
Operating income | 38,819 | 40,237 |
Other expenses: | ' | ' |
Interest expense, net | 11,142 | 9,773 |
Income before income tax expense | 27,677 | 30,464 |
Income tax expense | 9,900 | 10,830 |
Net income | $17,777 | $19,634 |
Weighted average shares outstanding: | ' | ' |
Basic (in shares) | 53,650 | 52,715 |
Diluted (in shares) | 53,707 | 52,942 |
Basic and diluted earnings per share (in dollars per share) | $0.33 | $0.37 |
Cash dividends declared per share (in dollars per share) | $0.34 | $0.29 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Consolidated Statements of Comprehensive Income | ' | ' |
Net income | $17,777 | $19,634 |
Other comprehensive income: | ' | ' |
Foreign currency translation adjustments | -28 | -19 |
Change in pension benefit, net of taxes | 7 | 152 |
Other comprehensive income | -21 | 133 |
Comprehensive income | $17,756 | $19,767 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $17,777 | $19,634 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 6,895 | 5,420 |
Amortization of deferred debt financing costs and bond discount | 1,044 | 1,175 |
Deferred income taxes | 4,094 | 4,742 |
Interest accretion expense on contingent consideration liability | 232 | ' |
Share-based compensation expense | 565 | 670 |
Excess tax benefits from share-based compensation | -2,383 | -4,349 |
Provision for doubtful accounts | -50 | 25 |
Changes in assets and liabilities: | ' | ' |
Trade accounts receivable | 6,819 | -3,484 |
Inventories | -2,700 | 2,010 |
Prepaid expenses and other current assets | 1,010 | 1,105 |
Income tax receivable | 5,422 | 5,264 |
Other assets | 255 | -141 |
Trade accounts payable | -12,781 | -1,842 |
Accrued expenses | 4,756 | -6,681 |
Other liabilities | 48 | -441 |
Net cash provided by operating activities | 31,003 | 23,107 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -2,212 | -1,715 |
Net cash used in investing activities | -2,212 | -1,715 |
Cash flows from financing activities: | ' | ' |
Repayments of long-term debt | -3,752 | -6,750 |
Borrowings under revolving credit facility | 25,000 | 5,000 |
Repayments of borrowings under revolving credit facility | -17,500 | -5,000 |
Dividends paid | -17,637 | -15,243 |
Excess tax benefits from share-based compensation | 2,383 | 4,349 |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | -4,375 | -6,812 |
Net cash used in financing activities | -15,881 | -24,456 |
Effect of exchange rate fluctuations on cash and cash equivalents | -13 | -9 |
Net increase/(decrease) in cash and cash equivalents | 12,897 | -3,073 |
Cash and cash equivalents at beginning of period | 4,107 | 19,219 |
Cash and cash equivalents at end of period | 17,004 | 16,146 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash interest payments | 1,844 | 12,634 |
Cash income tax payments | 351 | 826 |
Non-cash transactions: | ' | ' |
Dividends declared and not yet paid | $18,241 | $15,329 |
Nature_of_Operations
Nature of Operations | 3 Months Ended | ||||
Mar. 29, 2014 | |||||
Nature of Operations | ' | ||||
Nature of Operations | ' | ||||
(1) Nature of Operations | |||||
B&G Foods, Inc. is a holding company whose principal assets are the shares of capital stock of its subsidiaries. Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries. Our financial statements are presented on a consolidated basis. | |||||
We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality shelf-stable foods across the United States, Canada and Puerto Rico. Our products include hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers, tomato-based products, puffed corn and rice snacks, nut clusters, Greek yogurt coated granola bars and bites and other specialty products. Our products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Brer Rabbit, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emeril’s, Grandma’s Molasses, JJ Flats, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, New York Style, Old London, Original Tings, Ortega, Pirate’s Booty, Polaner, Red Devil, Regina, Rickland Orchards, Sa-són, Sclafani, Smart Puffs, Sugar Twin, Trappey’s, TrueNorth, Underwood, Vermont Maid and Wright’s. We also sell and distribute two branded household products, Static Guard and Kleen Guard. We compete in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution. We sell and distribute our products directly and via a network of independent brokers and distributors to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty distributors. | |||||
Acquisitions | |||||
On May 6, 2013, we acquired the TrueNorth brand from DeMet’s Candy Company. We refer to this acquisition as the “TrueNorth acquisition.” | |||||
On July 8, 2013, we completed the acquisition of Pirate Brands, LLC, including the Pirate’s Booty, Smart Puffs and Original Tings brands, from affiliates of VMG Partners and Driven Capital Management and certain other entities and individuals for a purchase price of $195.4 million in cash. We refer to this acquisition as the “Pirate Brands acquisition.” | |||||
On October 7, 2013, we acquired Rickland Orchards LLC, including the Rickland Orchards brand, from Natural Instincts LLC for a purchase price of $57.5 million, of which approximately $37.4 million was paid in cash and approximately $20.1 million was paid in shares of common stock of B&G Foods (based on the closing price of $35.15 per share on October 4, 2013), plus contingent consideration ranging from zero to a maximum of $15.0 million in the aggregate, which is payable based upon the achievement of specified operating results during fiscal 2014, 2015 and 2016. At the date of acquisition, we estimated the fair value of the contingent consideration to be approximately $7.6 million. We are required to reassess the fair value of the contingent consideration on a periodic basis. Our estimate of the fair value of the contingent consideration did not change during the first quarter of 2014. We recorded $0.2 million of interest accretion expense on the contingent consideration liability during the first quarter of 2014. See Note 6, “Fair Value Measurements.” We refer to this acquisition as the “Rickland Orchards acquisition.” | |||||
We have accounted for each of these acquisitions using the acquisition method of accounting and, accordingly, have included the assets acquired, liabilities assumed and results of operations in our consolidated financial statements from the respective dates of acquisition. The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. Unamortizable trademarks are deemed to have an indefinite useful life and are not amortized. Customer relationship intangibles and amortizable trademarks acquired are amortized over 10 to 20 years. Goodwill and other intangible assets are deductible for income tax purposes. Inventory has been recorded at estimated selling price less costs of disposal and a reasonable profit and the property, plant and equipment and other intangible assets (including trademarks, customer relationships and other intangibles) acquired have been recorded at fair value as determined by our management with the assistance of a third-party valuation specialist. See Note 4, “Goodwill and Other Intangible Assets.” | |||||
The following table sets forth the preliminary allocation of the Rickland Orchards acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to intangibles acquired. During the first quarter of 2014, we recorded a purchase price allocation adjustment by increasing goodwill and decreasing other working capital by $0.8 million due to a change in our valuation of accounts receivable and inventory as of the date of acquisition. We anticipate completing the purchase price allocation during the second quarter of fiscal 2014. | |||||
Rickland Orchards Acquisition (dollars in thousands): | |||||
Purchase Price: | |||||
Cash paid | $ | 37,376 | |||
Equity issued | 20,124 | ||||
Fair value of contingent consideration | 7,566 | ||||
Total | $ | 65,066 | |||
Preliminary Allocation: | |||||
Trademarks — amortizable intangible assets | $ | 35,000 | |||
Goodwill | 22,098 | ||||
Customer relationship intangibles—amortizable intangible assets | 9,000 | ||||
Other working capital | (1,032 | ) | |||
Total | $ | 65,066 | |||
The following table sets forth the allocation of the Pirate Brands acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. During the first quarter of 2014, we recorded a purchase price allocation adjustment by increasing goodwill and decreasing other working capital by $0.2 million due to a change in our valuation of accounts receivable as of the date of acquisition. We completed the purchase price allocation during the first quarter of fiscal 2014. | |||||
Pirate Brands Acquisition (dollars in thousands): | |||||
Purchase Price: | |||||
Cash paid | $ | 195,417 | |||
Total | $ | 195,417 | |||
Allocation: | |||||
Trademarks — unamortizable intangible assets | $ | 152,800 | |||
Goodwill | 29,953 | ||||
Customer relationship intangibles—amortizable intangible assets | 11,400 | ||||
Other working capital | 1,264 | ||||
Total | $ | 195,417 | |||
Unaudited Pro Forma Summary of Operations | |||||
The following pro forma summary of operations for the first quarter of 2013 presents our operations as if the Pirate Brands and Rickland Orchards acquisitions had occurred as of the beginning of fiscal 2012. In addition to including the results of operations of these acquisitions, the pro forma information gives effect to the interest on additional borrowings, the amortization of trademark and customer relationship intangibles, and the issuance of shares of common stock. | |||||
March 30, 2013 | |||||
Net sales | $ | 205,285 | |||
Net income | 19,125 | ||||
Basic and diluted earnings per share | $ | 0.36 | |||
The pro forma information presented above does not purport to be indicative of the results that actually would have been attained if the Pirate Brands and Rickland Orchards acquisitions had occurred as of the beginning of fiscal 2012 and is not intended to be a projection of future results. | |||||
The TrueNorth acquisition was not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 29, 2014 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
(2) Summary of Significant Accounting Policies | |
Fiscal Year | |
Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53rd week is added to our fiscal year every five or six years. In a 53-week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending January 3, 2015 (fiscal 2014) contains 53 weeks and our fiscal year ending December 28, 2013 (fiscal 2013) contains 52 weeks. Each quarter of fiscal 2014 and 2013 contains 13 weeks, except the fourth quarter of 2014, which will contain 14 weeks. | |
Basis of Presentation | |
The accompanying unaudited consolidated interim financial statements for the thirteen week periods ended March 29, 2014 (first quarter of 2014) and March 30, 2013 (first quarter of 2013) have been prepared by our company in accordance with accounting principles generally accepted in the United States of America pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary to present fairly our consolidated financial position as of March 29, 2014, and the results of our operations, comprehensive income and cash flows for the first quarter of each of 2014 and 2013. Our results of operations for the first quarter of 2014 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2013 filed with the SEC on February 26, 2014. Certain reclassifications, none of which were material, have been made to the prior year amounts to conform to the current year presentation. | |
Use of Estimates | |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; the determination of the useful life of customer relationship and amortizable trademark intangibles; and the accounting for share-based compensation expense. Actual results could differ significantly from these estimates and assumptions. | |
Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions. | |
Recently Issued Accounting Standards | |
There have been no significant developments to recently issued accounting standards from those disclosed in our 2013 Annual Report on Form 10-K. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
(3) Inventories | ||||||||
Inventories are stated at the lower of cost or market and include direct material, direct labor, overhead, warehousing and product transfer costs. Cost is determined using the first-in, first-out and average cost methods. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales. | ||||||||
Inventories consist of the following, as of the dates indicated (in thousands): | ||||||||
March 29, 2014 | December 28, 2013 | |||||||
Raw materials and packaging | $ | 22,772 | $ | 25,075 | ||||
Finished goods | 80,723 | 76,176 | ||||||
Total | $ | 103,495 | $ | 101,251 |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||
(4) Goodwill and Other Intangible Assets | ||||||||||||||||||||
The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands): | ||||||||||||||||||||
As of March 29, 2014 | As of December 28, 2013 | |||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||
Amortizable Intangible Assets | ||||||||||||||||||||
Trademarks | $ | 41,800 | $ | 1,873 | $ | 39,927 | $ | 41,800 | $ | 1,031 | $ | 40,769 | ||||||||
Customer relationships | 187,540 | 51,473 | 136,067 | 187,569 | 49,097 | 138,472 | ||||||||||||||
$ | 229,340 | $ | 53,346 | $ | 175,994 | $ | 229,369 | $ | 50,128 | $ | 179,241 | |||||||||
Unamortizable Intangible Assets | ||||||||||||||||||||
Goodwill | $ | 320,317 | $ | 319,292 | ||||||||||||||||
Trademarks | $ | 664,900 | $ | 664,900 | ||||||||||||||||
Note: The increases in carrying amounts are attributable to purchase accounting adjustments related to the Pirate Brands and Rickland Orchards acquisitions. | ||||||||||||||||||||
Amortization expense associated with trademarks for the first quarter of 2014 was $0.8 million and is recorded in operating expenses. We did not have amortization expense associated with trademarks for the first quarter of 2013. We expect to recognize an additional $2.5 million of amortization expense associated with our amortizable trademarks during the remainder of fiscal 2014, and thereafter $3.4 million per year for each of the next four fiscal years. | ||||||||||||||||||||
Amortization expense associated with customer relationship intangibles for the first quarter of each of 2014 and 2013 was $2.4 million and $2.1 million, respectively, and is recorded in operating expenses. We expect to recognize an additional $7.2 million of amortization expense associated with our customer relationship and other intangibles during the remainder of fiscal 2014, and thereafter $9.6 million per year for each of the next four fiscal years. |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ' | |||||||
(5) Long-Term Debt | ||||||||
Long-term debt consists of the following, as of the dates indicated (in thousands): | ||||||||
March 29, 2014 | December 28, 2013 | |||||||
Senior secured credit agreement: | ||||||||
Revolving credit facility | $ | 47,500 | $ | 40,000 | ||||
Tranche A term loan due 2016 | 127,500 | 131,250 | ||||||
4.625% senior notes due 2021 | 700,000 | 700,000 | ||||||
Unamortized discount | (322 | ) | (365 | ) | ||||
Total long-term debt, net of unamortized discount | 874,678 | 870,885 | ||||||
Current portion of long-term debt | (22,500 | ) | (26,250 | ) | ||||
Long-term debt, net of unamortized discount and excluding current portion | $ | 852,178 | $ | 844,635 | ||||
As of March 29, 2014, the aggregate contractual maturities of long-term debt are as follows (in thousands): | ||||||||
Years ending December: | ||||||||
2014 | $ | 22,500 | ||||||
2015 | 22,500 | |||||||
2016 | 130,000 | |||||||
2017 | — | |||||||
2018 | — | |||||||
Thereafter | 700,000 | |||||||
Total | $ | 875,000 | ||||||
Senior Secured Credit Agreement. At March 29, 2014, $127.5 million of tranche A term loans were outstanding and $47.5 million of revolving loans were outstanding under our senior secured credit agreement. | ||||||||
At March 29, 2014, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $0.5 million, was $252.0 million. Proceeds of the revolving credit facility are restricted for use solely for general corporate purposes and acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria. We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility. The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for revolving loans that are Eurodollar (LIBOR) loans. The revolving credit facility matures on November 30, 2016. | ||||||||
The tranche A term loans are subject to principal amortization. $26.3 million is due and payable in fiscal 2014, of which $3.8 million has been paid as of March 29, 2014, and $22.5 million is due and payable in fiscal 2015. The balance of all borrowings under the tranche A term loan facility, or $82.5 million, is due and payable at maturity on November 30, 2016. | ||||||||
We may prepay the tranche A term loans or permanently reduce the revolving credit facility commitment under the credit agreement at any time without premium or penalty (other than customary breakage costs with respect to the early termination of LIBOR loans). Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions and issuances of subsidiary securities. The credit agreement is also subject to mandatory annual prepayments if our senior secured leverage (defined as the ratio of our consolidated senior secured debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period) exceeds certain ratios as follows: 50% of our adjusted excess cash flow (as defined in the credit agreement and which takes into account certain dividend payments and other adjustments) if our senior secured leverage ratio is greater than or equal to 3.00 to 1.00 (with step-downs to 25% and 0% if our senior secured leverage ratio is less than 3.00 to 1.00 and 2.50 to 1.00, respectively). | ||||||||
Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A term loan facility, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 1.50% to 2.00%, and LIBOR plus an applicable margin ranging from 2.50% to 3.00%, in each case depending on our consolidated leverage ratio. At the end of the first quarter of 2014, the revolving credit facility and the tranche A term loan interest rates were each approximately 3.15%. | ||||||||
Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property. The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens. | ||||||||
The credit agreement also contains certain financial maintenance covenants, which, among other things, specify maximum capital expenditure limits, a maximum consolidated leverage ratio and a minimum interest coverage ratio, each ratio as defined in the credit agreement. Our consolidated leverage ratio (defined as the ratio of our consolidated total debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period) may not exceed 7.00 to 1.00 through the fourth quarter of 2014; 6.75 to 1.00 for the first quarter of 2015 through the fourth quarter of 2015; and 6.50 to 1.00 for the first quarter of 2016 and thereafter. We are also required to maintain a consolidated interest coverage ratio of at least 1.75 to 1.00 as of the last day of any period of four consecutive fiscal quarters. As of March 29, 2014, we were in compliance with all of the covenants, including financial covenants, in the credit agreement. | ||||||||
The credit agreement also provides for an incremental term loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide incremental term loans on terms substantially consistent with those provided under the credit agreement. Among other things, the utilization of the incremental facility is conditioned on our ability to meet a maximum senior secured leverage ratio of 4.00 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility. | ||||||||
4.625% Senior Notes due 2021. On June 4, 2013, we issued $700.0 million aggregate principal amount of 4.625% senior notes due 2021 at a price to the public of 100% of their face value. Interest on the 4.625% senior notes is payable on June 1 and December 1 of each year, commencing December 1, 2013. The 4.625% senior notes will mature on June 1, 2021, unless earlier retired or redeemed as described below. | ||||||||
On or after June 1, 2016, we may redeem some or all of the 4.625% senior notes at a redemption price of 103.469% beginning June 1, 2016 and thereafter at prices declining annually to 100% on or after June 1, 2019, in each case plus accrued and unpaid interest to the date of redemption. We may redeem up to 35% of the aggregate principal amount of the 4.625% senior notes prior to June 1, 2016 with the net proceeds from certain equity offerings at a redemption price of 104.625% plus accrued and unpaid interest to the date of redemption. We may also redeem some or all of the 4.625% senior notes at any time prior to June 1, 2016 at a redemption price equal to the make-whole amount set forth in the indenture governing the 4.625% senior notes. In addition, if we undergo a change of control or upon certain asset sales, we may be required to offer to repurchase the 4.625% senior notes at the repurchase price set forth in the indenture plus accrued and unpaid interest to the date of repurchase. | ||||||||
We may also, from time to time, seek to retire the 4.625% senior notes through cash repurchases of the 4.625% senior notes and/or exchanges of the 4.625% senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. | ||||||||
Our obligations under the 4.625% senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The 4.625% senior notes and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 4.625% senior notes. | ||||||||
The indenture contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of specified liens, certain sale-leaseback transactions and sales of certain specified assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications. As of March 29, 2014, we were in compliance with all of the covenants in the indenture governing the 4.625% senior notes. | ||||||||
Subsidiary Guarantees. We have no assets or operations independent of our direct and indirect subsidiaries. All of our present domestic subsidiaries jointly and severally and fully and unconditionally guarantee our long-term debt, and management has determined that our Canadian subsidiaries, which are our only subsidiaries that are not guarantors of our long-term debt, are “minor subsidiaries” as that term is used in Rule 3-10 of Regulation S-X promulgated by the SEC. There are no significant restrictions on our ability and the ability of our subsidiaries to obtain funds from our respective subsidiaries by dividend or loan. Consequently, separate financial statements have not been presented for our subsidiaries because management has determined that they would not be material to investors. | ||||||||
Deferred Debt Financing Costs. As of March 29, 2014 and December 28, 2013 we had net deferred debt financing costs of $16.8 million and $17.8 million, respectively. | ||||||||
Accrued Interest. At March 29, 2014 and December 28, 2013 accrued interest of $11.6 million and $3.3 million, respectively, is included in accrued expenses in the accompanying consolidated balance sheets. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||
Mar. 29, 2014 | ||||||||||
Fair Value Measurements | ' | |||||||||
Fair Value Measurements | ' | |||||||||
(6) Fair Value Measurements | ||||||||||
The authoritative accounting literature relating to fair value measurements defines fair value 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 (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under generally accepted accounting principles, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value. | ||||||||||
Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature. The three levels are as follows: | ||||||||||
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. | ||||||||||
Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable for the asset or liability, either directly or indirectly. | ||||||||||
Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. | ||||||||||
Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses and dividends payable are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. | ||||||||||
The carrying values and fair values of our revolving credit loans, term loans and senior notes as of March 29, 2014 and December 28, 2013 are as follows (in thousands): | ||||||||||
March 29, 2014 | December 28, 2013 | |||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||
Revolving Credit Loans | 47,500 | 47,500 | -1 | 40,000 | 40,000 | -1 | ||||
Tranche A Term Loans due 2016 | 127,178 | -2 | 127,500 | -1 | 130,885 | -2 | 131,250 | -1 | ||
4.625% Senior Notes due 2021 | 700,000 | 691,250 | -3 | 700,000 | 672,000 | -3 | ||||
(1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. | ||||||||||
(2) The carrying values of the tranche A term loans are net of discount. At March 29, 2014 and December 28, 2013, the face amounts of the tranche A term loans were $127.5 million and $131.3 million, respectively. | ||||||||||
(3) Fair values are estimated based on quoted market prices. | ||||||||||
For the Rickland Orchards acquisition, additional purchase price payments ranging from zero to $15.0 million are contingent upon the achievement of certain operating results. We estimated the original fair value of the contingent consideration as the present value of the expected contingent payments, determined using the weighted probabilities of the possible payments. As of the date of acquisition, we estimated the original fair value of the contingent consideration to be approximately $7.6 million. We are required to reassess the fair value of contingent payments on a periodic basis. The significant inputs used in these estimates include numerous possible scenarios for the payments based on the contractual terms of the contingent consideration, for which probabilities are assigned to each scenario, which are then discounted based on an individual risk analysis of the respective liabilities. Although we believe our assumptions are reasonable, different assumptions or changes in the future may result in different estimated amounts. A one percentage point change in the discount rates used would result in a change to the recorded liability of approximately $0.1 million as of March 29, 2014. | ||||||||||
The following table summarized the Level 3 activity (in thousands): | ||||||||||
March 29, 2014 | ||||||||||
Balance at beginning of year | $ | 7,774 | ||||||||
Contingent consideration accretion expense | 232 | |||||||||
Contingent consideration paid | — | |||||||||
Balance at end of quarter | $ | 8,006 |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||
(7) Accumulated Other Comprehensive Loss | |||||||||||
The reclassification from accumulated other comprehensive loss as of March 29, 2014 and March 30, 2013 are as follows (in thousands): | |||||||||||
Amount Reclassified From | |||||||||||
AOCL | |||||||||||
Details about AOCL Components | March 29, | March 30, | Affected Line Item in the Statement | ||||||||
2014 | 2013 | Where Net Income (loss) is Presented | |||||||||
Defined benefit pension plan items | |||||||||||
Amortization of prior service cost | $ | 11 | $ | 11 | See (1) below | ||||||
Amortization of unrecognized loss | — | 229 | See (1) below | ||||||||
11 | 240 | Total before tax | |||||||||
(4 | ) | (88 | ) | Income tax expense | |||||||
Total reclassification | $ | 7 | $ | 152 | Net of tax | ||||||
(1) These items are included in the computation of net periodic pension cost. See Note 8, “Pension Benefits” for additional information. | |||||||||||
Changes in accumulated other comprehensive loss as of March 29, 2014 is as follows (in thousands): | |||||||||||
Defined Benefit | Foreign | Total | |||||||||
Pension Plan | Currency | ||||||||||
Items | Translation | ||||||||||
Adjustments | |||||||||||
Beginning balance | $ | (2,340 | ) | $ | (131 | ) | $ | (2,471 | ) | ||
Other comprehensive loss before reclassifications | — | (28 | ) | (28 | ) | ||||||
Amounts reclassified from AOCL | 7 | — | 7 | ||||||||
Net current period other comprehensive income (loss) | 7 | (28 | ) | (21 | ) | ||||||
Ending balance | $ | (2,333 | ) | $ | (159 | ) | $ | (2,492 | ) |
Pension_Benefits
Pension Benefits | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Pension Benefits | ' | |||||||
Pension Benefits | ' | |||||||
(8) Pension Benefits | ||||||||
Company Sponsored Defined Benefit Pension Plans. Net periodic pension costs for company sponsored defined benefit pension plans for the first quarter of 2014 and 2013 include the following components (in thousands): | ||||||||
Thirteen Weeks Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Service cost—benefits earned during the period | $ | 708 | $ | 909 | ||||
Interest cost on projected benefit obligation | 601 | 527 | ||||||
Expected return on plan assets | (1,084 | ) | (896 | ) | ||||
Amortization of unrecognized prior service cost | 11 | 11 | ||||||
Amortization of unrecognized loss | — | 229 | ||||||
Net periodic pension cost | $ | 236 | $ | 780 | ||||
During the first quarter of 2014, we have not made any defined benefit pension plan contributions. We plan to make approximately $1.8 million of contributions during the remainder of fiscal 2014. | ||||||||
Multi-Employer Defined Benefit Pension Plan. We also contribute to the Bakery and Confectionary Union and Industry International Pension Fund (EIN 52-6118572, Plan No. 001), a multi-employer defined benefit pension plan, sponsored by the Bakery, Confectionary, Tobacco Workers and Grain Millers International Union (BCTGM). The plan provides multiple plan benefits with corresponding contribution rates that are collectively bargained between participating employers and their affiliated BCTGM local unions. The collective bargaining agreement for our Portland, Maine employees participating in the plan expires on April 25, 2015. | ||||||||
We were notified that for the plan year beginning January 1, 2012, the plan was in critical status and classified in the Red Zone. As of the date of the accompanying unaudited consolidated interim financial statements, the plan remains in critical status. The law requires that all contributing employers pay to the plan a surcharge to help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the amount an employer is otherwise required to contribute to the plan under the applicable collective bargaining agreement. A 5% surcharge payable on hours worked on and after June 1, 2012 until December 31, 2012 was charged for plan year 2012, the initial critical year. A 10% surcharge payable on hours worked on and after January 1, 2013 will be applicable for each succeeding plan year that the plan is in critical status until we agree to a collective bargaining agreement that implements a rehabilitation plan. B&G Foods made contributions to the plan of $1.0 million in fiscal 2013. These contributions represented less than five percent of total contributions made to the plan. In fiscal 2013, we paid less than $0.1 million in surcharges and expect to pay surcharges of less than $0.1 million in fiscal 2014 assuming consistent hours are worked. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 29, 2014 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
(9) Commitments and Contingencies | |||||
Operating Leases. As of March 29, 2014, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial lease terms in excess of one year) were as follows (in thousands): | |||||
Fiscal year ending: | Third Parties | ||||
2014 | $ | 4,186 | |||
2015 | 6,107 | ||||
2016 | 6,079 | ||||
2017 | 3,620 | ||||
2018 | 3,537 | ||||
Thereafter | 4,246 | ||||
Total | $ | 27,775 | |||
Legal Proceedings. We are from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving product liability claims, product labeling claims, worker’s compensation and other employee claims, and tort and other general liability claims, as well as trademark, copyright, patent infringement and related claims and legal actions. While we cannot predict with certainty the results of these claims and legal actions in which we are currently or in the future may be involved, we do not expect that the ultimate disposition of any currently pending claims or actions will have a material adverse effect on our consolidated financial position, results of operations or liquidity. | |||||
Pirate Brands has been named as a defendant in six duplicative putative class actions, two of which were filed prior to our ownership of Pirate Brands. The cases allege that Pirate Brands’ products are improperly labeled as “natural” because they contain “genetically modified” and processed ingredients. The first case was filed in December 2012 in New York. A duplicative case was then filed in February 2013 in California, which has been transferred to New York. Identical actions were then filed in July 2013 in Florida, Washington, California and New Jersey. Pirate Brands was successful in its efforts to have all six cases transferred to New York to be coordinated before a single judge. No discovery has commenced in any of the cases, and a motion to dismiss the claims is pending. Based upon information currently available, we do not believe the ultimate resolution of these actions will have a material adverse effect on B&G Foods’ consolidated financial position, results of operations or liquidity. | |||||
Environmental. We are subject to environmental laws and regulations in the normal course of business. We did not make any material expenditures during the first quarter of 2014 or 2013 in order to comply with environmental laws and regulations. Based on our experience to date, management believes that the future cost of compliance with existing environmental laws and regulations (and liability for any known environmental conditions) will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims. | |||||
Collective Bargaining Agreements. As of March 29, 2014, approximately 331 of our 969 employees, or 34.2%, were covered by collective bargaining agreements. During the first quarter of 2014, we reached an agreement in principal with the Local 863 International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, to extend for an additional six-year period ending March 31, 2020, a collective bargaining agreement that covers approximately 44 employees at our Roseland, New Jersey manufacturing facility. The new agreement has been ratified by the union employees at the facility. None of our collective bargaining agreements is scheduled to expire within one year. | |||||
Severance and Change of Control Agreements. We have employment agreements with each of our seven executive officers. The agreements generally continue until terminated by the executive or by us, and provide for severance payments under certain circumstances, including termination by us without cause (as defined in the agreements) or as a result of the employee’s death or disability, or termination by us or a deemed termination upon a change of control (as defined in the agreements). Severance benefits include payments for salary continuation, continuation of health care and insurance benefits, present value of additional pension credits and, in the case of a change of control, accelerated vesting under compensation plans and potential excise tax liability and gross up payments. |
Earnings_per_Share
Earnings per Share | 3 Months Ended | |||||
Mar. 29, 2014 | ||||||
Earnings per Share | ' | |||||
Earnings per Share | ' | |||||
(10) Earnings per Share | ||||||
Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock related to performance shares that may be earned under long-term incentive awards had been issued as of the beginning of the period using the treasury stock method. | ||||||
Thirteen Weeks Ended | ||||||
March 29, | March 30, | |||||
2014 | 2013 | |||||
Weighted average shares outstanding: | ||||||
Basic | 53,649,687 | 52,714,680 | ||||
Net effect of potentially dilutive share-based compensation awards | 57,413 | 227,067 | ||||
Diluted | 53,707,100 | 52,941,747 |
Business_and_Credit_Concentrat
Business and Credit Concentrations and Geographic Information | 3 Months Ended |
Mar. 29, 2014 | |
Business and Credit Concentrations and Geographic Information | ' |
Business and Credit Concentrations and Geographic Information | ' |
(11) Business and Credit Concentrations and Geographic Information | |
Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts. We perform ongoing credit evaluations of the financial condition of our customers. Our top ten customers accounted for approximately 52.2% and 50.6% of consolidated net sales for the first quarter of 2014 and 2013, respectively. Our top ten customers accounted for approximately 52.2% and 46.1% of our consolidated trade accounts receivables as of March 29, 2014 and December 28, 2013, respectively. Other than Wal-Mart, which accounted for 19.0% and 19.5% of our consolidated net sales for the first quarter of 2014 and 2013, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first quarter of 2014 or 2013. Other than Wal-Mart, which accounted for 13.2% and 12.9% of our consolidated trade accounts receivables as of March 29, 2014 and December 28, 2013, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of March 29, 2014, we do not believe we have any significant concentration of credit risk with respect to our consolidated trade accounts receivable with any single customer whose failure or nonperformance would materially affect our results other than as described above with respect to Wal-Mart. | |
During the first quarter of 2014 and 2013, our sales to foreign countries represented approximately 2.5% and 3.3%, respectively, of net sales. Our foreign sales are primarily to customers in Canada. |
ShareBased_Payments
Share-Based Payments | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Share-Based Payments | ' | |||||||
Share-Based Payments | ' | |||||||
(12) Share-Based Payments | ||||||||
Our company makes annual grants of performance share long-term incentive awards to our executive officers and certain other members of senior management. The performance share long-term incentive awards entitle the participants to earn shares of common stock upon the attainment of certain performance goals. In addition, our non-employee directors receive annual equity grants as part of their non-employee director compensation. | ||||||||
The following table sets forth the compensation expense recognized for share-based payments (performance share long-term incentive awards, non-employee director stock grants and other share based compensation, if any) during the first quarter of 2014 and 2013 and where that expense is reflected in our consolidated statements of operations (in thousands): | ||||||||
Thirteen Weeks Ended | ||||||||
Consolidated Statements of Operations Location | March 29, | March 30, | ||||||
2014 | 2013 | |||||||
Compensation expense included in cost of goods sold | $ | 285 | $ | 163 | ||||
Compensation expense included in selling, general and administrative expenses | 280 | 507 | ||||||
Total compensation expense for share-based payments | $ | 565 | $ | 670 | ||||
As of March 29, 2014, there was $4.8 million of unrecognized compensation expense related to performance share long-term incentive awards, which is expected to be recognized over the next 2.75 years. | ||||||||
The following table details the activity in our non-vested performance share long-term incentive awards for the first quarter of 2014: | ||||||||
Number of | Weighted Average | |||||||
Performance Shares | Grant Date Fair | |||||||
Value (per share)(2) | ||||||||
Beginning of fiscal 2014 | 611,818 | -1 | $ | 17.05 | ||||
Granted | 174,834 | -1 | $ | 27.42 | ||||
Vested | (342,576 | ) | $ | 11.78 | ||||
Forfeited | (14,258 | ) | $ | 27.65 | ||||
End of first quarter 2014 | 429,818 | -1 | $ | 24.65 | ||||
(1) Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% or 300% of the target number of performance shares). | ||||||||
(2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period. | ||||||||
The following table details the number of shares of common stock issued by our company during the first quarter of 2014 and 2013 upon the vesting of performance share long-term incentive awards and other share based compensation: | ||||||||
Thirteen Weeks Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Number of performance shares vested | 342,576 | 512,885 | ||||||
Shares withheld to fund statutory minimum tax withholding | 138,799 | 214,878 | ||||||
Total shares of common stock issued | 203,777 | 298,007 | ||||||
Excess tax benefit recorded to additional paid in capital | $ | 2,383 | $ | 4,349 | ||||
Net_Sales_by_Brand
Net Sales by Brand | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Net Sales by Brand | ' | |||||||
Net Sales by Brand | ' | |||||||
(13) Net Sales by Brand | ||||||||
The following table sets forth net sales by brand (in thousands): | ||||||||
Thirteen Weeks Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Brand (1): | ||||||||
Ortega | $ | 34,931 | $ | 36,196 | ||||
Pirate Brands (2) | 20,376 | — | ||||||
Cream of Wheat | 18,558 | 18,863 | ||||||
Maple Grove Farms of Vermont | 18,216 | 19,163 | ||||||
Mrs. Dash | 16,931 | 17,153 | ||||||
Polaner | 9,001 | 9,853 | ||||||
Rickland Orchards (3) | 8,647 | — | ||||||
Las Palmas | 8,266 | 8,595 | ||||||
New York Style | 8,022 | 8,005 | ||||||
Bloch & Guggenheimer | 5,878 | 6,349 | ||||||
TrueNorth (4) | 5,795 | — | ||||||
Underwood | 4,527 | 4,989 | ||||||
Ac’cent | 4,481 | 4,463 | ||||||
B&M | 3,904 | 4,989 | ||||||
Emeril’s | 3,890 | 4,368 | ||||||
All other brands | 26,717 | 28,208 | ||||||
Total | $ | 198,140 | $ | 171,194 | ||||
(1) Net sales for each brand include, if applicable, any private label and food service net sales attributable to the brand. | ||||||||
(2) We completed the acquisition of Pirate Brands on July 8, 2013. | ||||||||
(3) We acquired the Rickland Orchards brand on October 7, 2013. | ||||||||
(4) We acquired the TrueNorth brand on May 6, 2013. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 29, 2014 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
(14) Related Party Transactions | |
Except as noted below, there were no related party transactions in the first quarter of 2014 with any director or executive officer of B&G Foods or any other related person, as defined in Rule 404 under Regulation S-K promulgated under the Securities Act of 1933, as amended, and none is proposed. | |
On October 7, 2013, we completed the acquisition of all the issued and outstanding equity interests of Rickland Orchards LLC from Natural Instincts LLC for a purchase price of $57.5 million, of which approximately $37.4 million was paid in cash and approximately $20.1 million was paid in shares of common stock of B&G Foods (based on the closing price of $35.15 per share on October 4, 2013), plus consideration of up to a maximum of $15.0 million in the aggregate, is payable based upon the achievement of specified operating results during fiscal 2014, 2015 and 2016. Following the completion of the acquisition, Jason Cohen, the founder and chief executive officer of Rickland Orchards, and Michael Sands, the chief operating officer of Rickland Orchards, began serving as an executive vice president and a vice president, respectively, of B&G Foods. Mr. Sands was promoted to executive vice president of snacks of B&G Foods effective March 11, 2014. Mr. Cohen resigned as executive vice president of club channel of B&G Foods effective March 31, 2014. Mr. Cohen is a member of the board of managers of Natural Instincts as well as a member of Natural Instincts. Mr. Sands is a member of Natural Instincts. Mr. Cohen has an approximately 40% interest in Natural Instincts and Mr. Sands has an approximately 1.5% interest in Natural Instincts. In addition, in connection with Mr. Cohen’s resignation from B&G Foods, Replenish Capital LLC has agreed to become a strategic advisor to B&G Foods’ executive management team on a non-exclusive basis. Under that arrangement, Replenish Capital may earn $20,000 per month plus commissions on incremental sales of B&G Foods products to the club channel that are facilitated by Replenish Capital. Mr. Cohen is the sole member of Replenish Capital. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 29, 2014 | |
Subsequent Events. | ' |
Subsequent Events | ' |
(15) Subsequent Events | |
Specialty Brands of America Acquisition. On April 23, 2014, we completed the acquisition of BCCK Holdings, Inc., Specialty Brands of America, Inc. and Bear Creek Country Kitchens, LLC from affiliates of American Capital, Ltd. and certain individual sellers for a purchase price of approximately $155 million in cash, subject to certain post-closing adjustments. We funded the acquisition and will pay related fees and expenses with $155.0 million of revolving credit borrowings under our credit agreement made in April 2014 and cash on hand. The primary assets of the business purchased include intellectual property, business and customer information, equipment and inventory. Due to the relatively short time from the date of acquisition to the completion of the accompanying unaudited interim consolidated financial statements, the initial accounting for the acquisition, including our preliminary evaluation of the fair value for certain significant assets and liabilities, including goodwill and intangibles, is not complete. We will provide the preliminary purchase price allocation with our Quarterly Report on Form 10-Q for the second quarter of 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 29, 2014 | |
Summary of Significant Accounting Policies | ' |
Fiscal Year | ' |
Fiscal Year | |
Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53rd week is added to our fiscal year every five or six years. In a 53-week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending January 3, 2015 (fiscal 2014) contains 53 weeks and our fiscal year ending December 28, 2013 (fiscal 2013) contains 52 weeks. Each quarter of fiscal 2014 and 2013 contains 13 weeks, except the fourth quarter of 2014, which will contain 14 weeks. | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited consolidated interim financial statements for the thirteen week periods ended March 29, 2014 (first quarter of 2014) and March 30, 2013 (first quarter of 2013) have been prepared by our company in accordance with accounting principles generally accepted in the United States of America pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary to present fairly our consolidated financial position as of March 29, 2014, and the results of our operations, comprehensive income and cash flows for the first quarter of each of 2014 and 2013. Our results of operations for the first quarter of 2014 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2013 filed with the SEC on February 26, 2014. Certain reclassifications, none of which were material, have been made to the prior year amounts to conform to the current year presentation. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; the determination of the useful life of customer relationship and amortizable trademark intangibles; and the accounting for share-based compensation expense. Actual results could differ significantly from these estimates and assumptions. | |
Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions. |
Nature_of_Operations_Tables
Nature of Operations (Tables) | 3 Months Ended | ||||
Mar. 29, 2014 | |||||
Business Acquisition | ' | ||||
Schedule of unaudited pro forma summary of operations | ' | ||||
March 30, 2013 | |||||
Net sales | $ | 205,285 | |||
Net income | 19,125 | ||||
Basic and diluted earnings per share | $ | 0.36 | |||
Rickland Orchards acquisition | ' | ||||
Business Acquisition | ' | ||||
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | ' | ||||
Rickland Orchards Acquisition (dollars in thousands): | |||||
Purchase Price: | |||||
Cash paid | $ | 37,376 | |||
Equity issued | 20,124 | ||||
Fair value of contingent consideration | 7,566 | ||||
Total | $ | 65,066 | |||
Preliminary Allocation: | |||||
Trademarks — amortizable intangible assets | $ | 35,000 | |||
Goodwill | 22,098 | ||||
Customer relationship intangibles—amortizable intangible assets | 9,000 | ||||
Other working capital | (1,032 | ) | |||
Total | $ | 65,066 | |||
Pirate Brands Acquisition | ' | ||||
Business Acquisition | ' | ||||
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | ' | ||||
Pirate Brands Acquisition (dollars in thousands): | |||||
Purchase Price: | |||||
Cash paid | $ | 195,417 | |||
Total | $ | 195,417 | |||
Allocation: | |||||
Trademarks — unamortizable intangible assets | $ | 152,800 | |||
Goodwill | 29,953 | ||||
Customer relationship intangibles—amortizable intangible assets | 11,400 | ||||
Other working capital | 1,264 | ||||
Total | $ | 195,417 | |||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventories | ' | |||||||
Summary of Inventories | ' | |||||||
Inventories consist of the following, as of the dates indicated (in thousands): | ||||||||
March 29, 2014 | December 28, 2013 | |||||||
Raw materials and packaging | $ | 22,772 | $ | 25,075 | ||||
Finished goods | 80,723 | 76,176 | ||||||
Total | $ | 103,495 | $ | 101,251 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||
Schedule of goodwill and other intangible assets | ' | |||||||||||||||||||
The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands): | ||||||||||||||||||||
As of March 29, 2014 | As of December 28, 2013 | |||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||
Amortizable Intangible Assets | ||||||||||||||||||||
Trademarks | $ | 41,800 | $ | 1,873 | $ | 39,927 | $ | 41,800 | $ | 1,031 | $ | 40,769 | ||||||||
Customer relationships | 187,540 | 51,473 | 136,067 | 187,569 | 49,097 | 138,472 | ||||||||||||||
$ | 229,340 | $ | 53,346 | $ | 175,994 | $ | 229,369 | $ | 50,128 | $ | 179,241 | |||||||||
Unamortizable Intangible Assets | ||||||||||||||||||||
Goodwill | $ | 320,317 | $ | 319,292 | ||||||||||||||||
Trademarks | $ | 664,900 | $ | 664,900 | ||||||||||||||||
Note: The increases in carrying amounts are attributable to purchase accounting adjustments related to the Pirate Brands and Rickland Orchards acquisitions. |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Schedule of Long-term debt | ' | |||||||
Long-term debt consists of the following, as of the dates indicated (in thousands): | ||||||||
March 29, 2014 | December 28, 2013 | |||||||
Senior secured credit agreement: | ||||||||
Revolving credit facility | $ | 47,500 | $ | 40,000 | ||||
Tranche A term loan due 2016 | 127,500 | 131,250 | ||||||
4.625% senior notes due 2021 | 700,000 | 700,000 | ||||||
Unamortized discount | (322 | ) | (365 | ) | ||||
Total long-term debt, net of unamortized discount | 874,678 | 870,885 | ||||||
Current portion of long-term debt | (22,500 | ) | (26,250 | ) | ||||
Long-term debt, net of unamortized discount and excluding current portion | $ | 852,178 | $ | 844,635 | ||||
Schedule of aggregate contractual maturities of long-term debt | ' | |||||||
As of March 29, 2014, the aggregate contractual maturities of long-term debt are as follows (in thousands): | ||||||||
Years ending December: | ||||||||
2014 | $ | 22,500 | ||||||
2015 | 22,500 | |||||||
2016 | 130,000 | |||||||
2017 | — | |||||||
2018 | — | |||||||
Thereafter | 700,000 | |||||||
Total | $ | 875,000 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||
Mar. 29, 2014 | ||||||||||
Fair Value Measurements | ' | |||||||||
Summary of carrying values and fair values of revolving credit loan borrowings, term loan borrowings and senior notes | ' | |||||||||
The carrying values and fair values of our revolving credit loans, term loans and senior notes as of March 29, 2014 and December 28, 2013 are as follows (in thousands): | ||||||||||
March 29, 2014 | December 28, 2013 | |||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||
Revolving Credit Loans | 47,500 | 47,500 | -1 | 40,000 | 40,000 | -1 | ||||
Tranche A Term Loans due 2016 | 127,178 | -2 | 127,500 | -1 | 130,885 | -2 | 131,250 | -1 | ||
4.625% Senior Notes due 2021 | 700,000 | 691,250 | -3 | 700,000 | 672,000 | -3 | ||||
(1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. | ||||||||||
(2) The carrying values of the tranche A term loans are net of discount. At March 29, 2014 and December 28, 2013, the face amounts of the tranche A term loans were $127.5 million and $131.3 million, respectively. | ||||||||||
(3) Fair values are estimated based on quoted market prices. | ||||||||||
Summary of changes in contingent consideration measured at level 3 | ' | |||||||||
The following table summarized the Level 3 activity (in thousands): | ||||||||||
March 29, 2014 | ||||||||||
Balance at beginning of year | $ | 7,774 | ||||||||
Contingent consideration accretion expense | 232 | |||||||||
Contingent consideration paid | — | |||||||||
Balance at end of quarter | $ | 8,006 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||
Schedule of reclassification from accumulated other comprehensive loss | ' | ||||||||||
The reclassification from accumulated other comprehensive loss as of March 29, 2014 and March 30, 2013 are as follows (in thousands): | |||||||||||
Amount Reclassified From | |||||||||||
AOCL | |||||||||||
Details about AOCL Components | March 29, | March 30, | Affected Line Item in the Statement | ||||||||
2014 | 2013 | Where Net Income (loss) is Presented | |||||||||
Defined benefit pension plan items | |||||||||||
Amortization of prior service cost | $ | 11 | $ | 11 | See (1) below | ||||||
Amortization of unrecognized loss | — | 229 | See (1) below | ||||||||
11 | 240 | Total before tax | |||||||||
(4 | ) | (88 | ) | Income tax expense | |||||||
Total reclassification | $ | 7 | $ | 152 | Net of tax | ||||||
(1) These items are included in the computation of net periodic pension cost. See Note 8, “Pension Benefits” for additional information. | |||||||||||
Schedule of changes in accumulated other comprehensive loss | ' | ||||||||||
Changes in accumulated other comprehensive loss as of March 29, 2014 is as follows (in thousands): | |||||||||||
Defined Benefit | Foreign | Total | |||||||||
Pension Plan | Currency | ||||||||||
Items | Translation | ||||||||||
Adjustments | |||||||||||
Beginning balance | $ | (2,340 | ) | $ | (131 | ) | $ | (2,471 | ) | ||
Other comprehensive loss before reclassifications | — | (28 | ) | (28 | ) | ||||||
Amounts reclassified from AOCL | 7 | — | 7 | ||||||||
Net current period other comprehensive income (loss) | 7 | (28 | ) | (21 | ) | ||||||
Ending balance | $ | (2,333 | ) | $ | (159 | ) | $ | (2,492 | ) |
Pension_Benefits_Tables
Pension Benefits (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Pension Benefits | ' | |||||||
Schedule of components of net periodic pension costs | ' | |||||||
Net periodic pension costs for company sponsored defined benefit pension plans for the first quarter of 2014 and 2013 include the following components (in thousands): | ||||||||
Thirteen Weeks Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Service cost—benefits earned during the period | $ | 708 | $ | 909 | ||||
Interest cost on projected benefit obligation | 601 | 527 | ||||||
Expected return on plan assets | (1,084 | ) | (896 | ) | ||||
Amortization of unrecognized prior service cost | 11 | 11 | ||||||
Amortization of unrecognized loss | — | 229 | ||||||
Net periodic pension cost | $ | 236 | $ | 780 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 29, 2014 | |||||
Commitments and Contingencies | ' | ||||
Summary of future minimum lease payments under non-cancelable operating leases | ' | ||||
As of March 29, 2014, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial lease terms in excess of one year) were as follows (in thousands): | |||||
Fiscal year ending: | Third Parties | ||||
2014 | $ | 4,186 | |||
2015 | 6,107 | ||||
2016 | 6,079 | ||||
2017 | 3,620 | ||||
2018 | 3,537 | ||||
Thereafter | 4,246 | ||||
Total | $ | 27,775 |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | |||||
Mar. 29, 2014 | ||||||
Earnings per Share | ' | |||||
Schedule of calculations related to basic and diluted earning per share | ' | |||||
Thirteen Weeks Ended | ||||||
March 29, | March 30, | |||||
2014 | 2013 | |||||
Weighted average shares outstanding: | ||||||
Basic | 53,649,687 | 52,714,680 | ||||
Net effect of potentially dilutive share-based compensation awards | 57,413 | 227,067 | ||||
Diluted | 53,707,100 | 52,941,747 |
ShareBased_Payments_Tables
Share-Based Payments (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Share-Based Payments | ' | |||||||
Schedule of compensation expense recognized for share-based payments | ' | |||||||
The following table sets forth the compensation expense recognized for share-based payments (performance share long-term incentive awards, non-employee director stock grants and other share based compensation, if any) during the first quarter of 2014 and 2013 and where that expense is reflected in our consolidated statements of operations (in thousands): | ||||||||
Thirteen Weeks Ended | ||||||||
Consolidated Statements of Operations Location | March 29, | March 30, | ||||||
2014 | 2013 | |||||||
Compensation expense included in cost of goods sold | $ | 285 | $ | 163 | ||||
Compensation expense included in selling, general and administrative expenses | 280 | 507 | ||||||
Total compensation expense for share-based payments | $ | 565 | $ | 670 | ||||
Schedule of non-vested performance share long-term incentive award activity | ' | |||||||
The following table details the activity in our non-vested performance share long-term incentive awards for the first quarter of 2014: | ||||||||
Number of | Weighted Average | |||||||
Performance Shares | Grant Date Fair | |||||||
Value (per share)(2) | ||||||||
Beginning of fiscal 2014 | 611,818 | -1 | $ | 17.05 | ||||
Granted | 174,834 | -1 | $ | 27.42 | ||||
Vested | (342,576 | ) | $ | 11.78 | ||||
Forfeited | (14,258 | ) | $ | 27.65 | ||||
End of first quarter 2014 | 429,818 | -1 | $ | 24.65 | ||||
(1) Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% or 300% of the target number of performance shares). | ||||||||
(2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period. | ||||||||
Schedule of number of shares of common stock issued by entity upon the vesting of performance share long-term incentive awards other share based compensation | ' | |||||||
Thirteen Weeks Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Number of performance shares vested | 342,576 | 512,885 | ||||||
Shares withheld to fund statutory minimum tax withholding | 138,799 | 214,878 | ||||||
Total shares of common stock issued | 203,777 | 298,007 | ||||||
Excess tax benefit recorded to additional paid in capital | $ | 2,383 | $ | 4,349 | ||||
Net_Sales_by_Brand_Tables
Net Sales by Brand (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Net Sales by Brand | ' | |||||||
Schedule of net sales by brand | ' | |||||||
The following table sets forth net sales by brand (in thousands): | ||||||||
Thirteen Weeks Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Brand (1): | ||||||||
Ortega | $ | 34,931 | $ | 36,196 | ||||
Pirate Brands (2) | 20,376 | — | ||||||
Cream of Wheat | 18,558 | 18,863 | ||||||
Maple Grove Farms of Vermont | 18,216 | 19,163 | ||||||
Mrs. Dash | 16,931 | 17,153 | ||||||
Polaner | 9,001 | 9,853 | ||||||
Rickland Orchards (3) | 8,647 | — | ||||||
Las Palmas | 8,266 | 8,595 | ||||||
New York Style | 8,022 | 8,005 | ||||||
Bloch & Guggenheimer | 5,878 | 6,349 | ||||||
TrueNorth (4) | 5,795 | — | ||||||
Underwood | 4,527 | 4,989 | ||||||
Ac’cent | 4,481 | 4,463 | ||||||
B&M | 3,904 | 4,989 | ||||||
Emeril’s | 3,890 | 4,368 | ||||||
All other brands | 26,717 | 28,208 | ||||||
Total | $ | 198,140 | $ | 171,194 | ||||
(1) Net sales for each brand include, if applicable, any private label and food service net sales attributable to the brand. | ||||||||
(2) We completed the acquisition of Pirate Brands on July 8, 2013. | ||||||||
(3) We acquired the Rickland Orchards brand on October 7, 2013. | ||||||||
(4) We acquired the TrueNorth brand on May 6, 2013. |
Nature_of_Operations_Details
Nature of Operations (Details) | 3 Months Ended |
Mar. 29, 2014 | |
item | |
Nature of Operations | ' |
Number of branded household products | 2 |
Nature_of_Operations_Details_2
Nature of Operations (Details 2) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||
Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Oct. 07, 2013 | Mar. 29, 2014 | Oct. 07, 2013 | Oct. 04, 2013 | Oct. 07, 2013 | Mar. 29, 2014 | Jul. 08, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | |
Customer Relationship Intangibles | Customer Relationship Intangibles | Rickland Orchards acquisition | Rickland Orchards acquisition | Rickland Orchards acquisition | Rickland Orchards acquisition | Rickland Orchards acquisition | Rickland Orchards acquisition | Pirate Brands Acquisition | Pirate Brands Acquisition | Pirate Brands and Rickland Orchards acquisition | |||
Minimum | Maximum | Natural Instincts LLC | Natural Instincts LLC | Amortizable trademarks | Accounts receivable and inventory | Accounts receivable | |||||||
Business Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill and other working capital purchase accounting adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | $800,000 | ' | $200,000 | ' |
Cash paid | ' | ' | ' | ' | 37,376,000 | ' | 57,500,000 | ' | ' | ' | 195,417,000 | ' | ' |
Equity issued | ' | ' | ' | ' | 20,124,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Closing Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $35.15 | ' | ' | ' | ' | ' |
Minimum consideration payable upon achievement of specified operating results | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum consideration payable upon achievement of specified operating results | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of contingent consideration | ' | ' | ' | ' | 7,566,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest accretion expense on contingent consideration liability | 232,000 | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | '10 years | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preliminary Allocation: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other working capital | ' | ' | ' | ' | -1,032,000 | ' | ' | ' | ' | ' | 1,264,000 | ' | ' |
Goodwill | 320,317,000 | 319,292,000 | ' | ' | 22,098,000 | ' | ' | ' | ' | ' | 29,953,000 | ' | ' |
Amortizable intangible assets | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | 35,000,000 | ' | 11,400,000 | ' | ' |
Trademarks - unamortizable intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,800,000 | ' | ' |
Total | ' | ' | ' | ' | 65,066,000 | ' | ' | ' | ' | ' | 195,417,000 | ' | ' |
Unaudited Pro Forma Summary of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 205,285,000 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $19,125,000 |
Basic and diluted earnings per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.36 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 29, 2014 | Mar. 30, 2013 | Jan. 03, 2015 | Dec. 28, 2013 | |
Information related to useful life of property, plant and equipment | ' | ' | ' | ' |
Number of weeks in fiscal year | ' | ' | '371 days | '364 days |
Number of weeks in each fiscal quarter | '91 days | '91 days | ' | ' |
Number of weeks in fourth fiscal quarter | '98 days | ' | ' | ' |
Maximum | ' | ' | ' | ' |
Information related to useful life of property, plant and equipment | ' | ' | ' | ' |
Number of weeks in fiscal year | '371 days | ' | ' | ' |
Number of years between 53 week fiscal years | '6 years | ' | ' | ' |
Minimum | ' | ' | ' | ' |
Information related to useful life of property, plant and equipment | ' | ' | ' | ' |
Number of weeks in fiscal year | '364 days | ' | ' | ' |
Number of years between 53 week fiscal years | '5 years | ' | ' | ' |
Inventories_Details
Inventories (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials and packaging | $22,772 | $25,075 |
Finished goods | 80,723 | 76,176 |
Total | $103,495 | $101,251 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 3 Months Ended | ||
Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | |
Amortizable Intangible Assets | ' | ' | ' |
Gross Carrying Amount | $229,340,000 | ' | $229,369,000 |
Accumulated Amortization | 53,346,000 | ' | 50,128,000 |
Net Carrying Amount | 175,994,000 | ' | 179,241,000 |
Amortization expense | 3,247,000 | 2,067,000 | ' |
Unamortizable Intangible Assets | ' | ' | ' |
Goodwill | 320,317,000 | ' | 319,292,000 |
Trademarks | ' | ' | ' |
Unamortizable Intangible Assets | ' | ' | ' |
Unamortizable intangible assets excluding goodwill | 664,900,000 | ' | 664,900,000 |
Trademarks | ' | ' | ' |
Amortizable Intangible Assets | ' | ' | ' |
Gross Carrying Amount | 41,800,000 | ' | 41,800,000 |
Accumulated Amortization | 1,873,000 | ' | 1,031,000 |
Net Carrying Amount | 39,927,000 | ' | 40,769,000 |
Amortization expense | 800,000 | ' | ' |
Future amortization expense | ' | ' | ' |
Remainder of fiscal 2014 | 2,500,000 | ' | ' |
2015 | 3,400,000 | ' | ' |
2016 | 3,400,000 | ' | ' |
2017 | 3,400,000 | ' | ' |
2018 | 3,400,000 | ' | ' |
Customer relationship | ' | ' | ' |
Amortizable Intangible Assets | ' | ' | ' |
Gross Carrying Amount | 187,540,000 | ' | 187,569,000 |
Accumulated Amortization | 51,473,000 | ' | 49,097,000 |
Net Carrying Amount | 136,067,000 | ' | 138,472,000 |
Amortization expense | 2,400,000 | 2,100,000 | ' |
Future amortization expense | ' | ' | ' |
Remainder of fiscal 2014 | 7,200,000 | ' | ' |
2015 | 9,600,000 | ' | ' |
2016 | 9,600,000 | ' | ' |
2017 | 9,600,000 | ' | ' |
2018 | $9,600,000 | ' | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Jun. 04, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | |
item | Through the fourth quarter of 2014 | First quarter of 2015 through the fourth quarter of 2015 | First quarter of 2016 and thereafter | Greater than or equal to 3.00 to 1.00 | Less than 3.00 to 1.00 | Less than 2.50 to 1.00 | Minimum | Minimum | Maximum | Maximum | Revolving credit loans | Revolving credit loans | Revolving credit loans | Revolving credit loans | Letters of credit facility | Incremental term loan | Tranche A term loans due 2016 | Tranche A term loans due 2016 | Tranche A term loans due 2016 | Tranche A term loans due 2016 | Tranche A term loans due 2016 | Tranche A term loans due 2016 | Tranche A term loans due 2016 | Tranche A term loans due 2016 | 4.625% senior notes due 2021 | 4.625% senior notes due 2021 | 4.625% senior notes due 2021 | 4.625% senior notes due 2021 | 4.625% senior notes due 2021 | 4.625% senior notes due 2021 | 4.625% senior notes due 2021 | |||
Greater than or equal to 3.00 to 1.00 | Less than 3.00 to 1.00 | Less than 2.50 to 1.00 | Base rate | LIBOR | Maximum | Base rate | Base rate | Base rate | LIBOR | LIBOR | LIBOR | Redemption period beginning June 1, 2016 | Redemption period on or after June 1, 2019 | Redemption period prior to June 1, 2016 | Maximum | |||||||||||||||||||
Minimum | Maximum | Minimum | Maximum | Redemption period prior to June 1, 2016 | ||||||||||||||||||||||||||||||
Information related to long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt, net of unamortized discount | $874,678,000 | ' | $870,885,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt | -22,500,000 | ' | -26,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of unamortized discount and excluding current portion | 852,178,000 | ' | 844,635,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.63% | 4.63% | 4.63% | ' | ' | ' | ' |
Unamortized discount | -322,000 | ' | -365,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum permissible consolidated leverage ratio | ' | ' | ' | 7 | 6.75 | 6.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,500,000 | ' | ' | ' | ' | ' | 127,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fees (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fronting fee (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate contractual maturities of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 22,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 22,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 130,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | 700,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | 875,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,500,000 | 40,000,000 | ' | ' | ' | ' | 127,500,000 | 131,250,000 | ' | ' | ' | ' | ' | ' | 700,000,000 | 700,000,000 | ' | ' | ' | ' | ' |
Senior secured credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 252,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mandatory prepayment as percentage of adjusted excess cash flow | ' | ' | ' | ' | ' | ' | 50.00% | 25.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum capacity available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate at period end (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.15% | ' | ' | ' | ' | ' | 3.15% | ' | ' | 1.50% | 2.00% | ' | 2.50% | 3.00% | ' | ' | ' | ' | ' | ' | ' |
Consolidated interest leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured leverage ratio after utilization of incremental facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of quarters senior secured leverage ratio to be maintained | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of quarters consolidated leverage ratio to be maintained | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of quarters consolidated interest coverage ratio to be maintained | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Information related to senior notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000,000 | ' | ' | ' | ' |
Debt issuance price (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Accrued interest | 11,600,000 | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, description of reference rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'BASE | 'LIBOR | ' | ' | ' | ' | 'BASE | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103.47% | 100.00% | 104.63% | ' |
Percentage of principal amount redeemed or which may redeem | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% |
Net deferred debt financing costs | 16,800,000 | ' | 17,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayments and repurchases of long-term debt | $3,752,000 | $6,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | 3 Months Ended | ||||||||||||||||||
Mar. 29, 2014 | Oct. 07, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Jun. 04, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | |
Rickland Orchards acquisition | Rickland Orchards acquisition | Level 3 | 4.625% Senior Notes due 2021 | 4.625% Senior Notes due 2021 | 4.625% Senior Notes due 2021 | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | Fair value measured on recurring basis | |
Rickland Orchards acquisition | Tranche A Term Loans due 2016 | Tranche A Term Loans due 2016 | Carrying Value | Carrying Value | Carrying Value | Carrying Value | Carrying Value | Carrying Value | Fair Value | Fair Value | Fair Value | Fair Value | Fair Value | Fair Value | ||||||
Revolving credit loans | Revolving credit loans | Tranche A Term Loans due 2016 | Tranche A Term Loans due 2016 | 4.625% Senior Notes due 2021 | 4.625% Senior Notes due 2021 | Revolving credit loans | Revolving credit loans | Tranche A Term Loans due 2016 | Tranche A Term Loans due 2016 | 4.625% Senior Notes due 2021 | 4.625% Senior Notes due 2021 | |||||||||
Level 2 | Level 2 | Level 2 | Level 2 | |||||||||||||||||
Financial assets and liabilities at fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair values and carrying amount of revolving credit loans, term loan and senior notes | ' | ' | ' | ' | ' | ' | ' | ' | $47,500,000 | $40,000,000 | $127,178,000 | $130,885,000 | $700,000,000 | $700,000,000 | $47,500,000 | $40,000,000 | $127,500,000 | $131,250,000 | $691,250,000 | $672,000,000 |
Face amount of senior notes | ' | ' | ' | ' | ' | 700,000,000 | 127,500,000 | 131,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | 4.63% | 4.63% | 4.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate (as a percent) | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in contingent consideration measured at level 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of year | ' | ' | 7,774,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original fair value of contingent consideration | ' | 7,566,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration accretion expense | 100,000 | ' | 232,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at end of year | ' | ' | 8,006,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum consideration payable upon achievement of specified operating results | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum consideration payable upon achievement of specified operating results | ' | $15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Reclassification from accumulated other comprehensive loss | ' | ' |
Amortization of unrecognized prior service cost | $11 | $11 |
Amortization of unrecognized loss | ' | 229 |
Income tax expense | 9,900 | 10,830 |
Net of tax | -7 | ' |
Amount Reclassified from AOCL | ' | ' |
Reclassification from accumulated other comprehensive loss | ' | ' |
Amortization of unrecognized prior service cost | 11 | 11 |
Amortization of unrecognized loss | ' | 229 |
Total before tax | 11 | 240 |
Income tax expense | -4 | -88 |
Net of tax | $7 | $152 |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Loss (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Changes in accumulated other comprehensive loss | ' | ' |
Beginning balance | ($2,471) | ' |
Other comprehensive loss before reclassifications | -28 | ' |
Amounts reclassified from AOCL | 7 | ' |
Other comprehensive income | -21 | 133 |
Ending balance | -2,492 | ' |
Defined benefit pension plan | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' |
Beginning balance | -2,340 | ' |
Amounts reclassified from AOCL | 7 | ' |
Other comprehensive income | 7 | ' |
Ending balance | -2,333 | ' |
Foreign Currency Translation Adjustments | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' |
Beginning balance | -131 | ' |
Other comprehensive loss before reclassifications | -28 | ' |
Other comprehensive income | -28 | ' |
Ending balance | ($159) | ' |
Pension_Benefits_Details
Pension Benefits (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Components of net periodic pension cost | ' | ' |
Service cost-benefits earned during the period | $708 | $909 |
Interest cost on projected benefit obligation | 601 | 527 |
Expected return on plan assets | -1,084 | -896 |
Amortization of unrecognized prior service cost | 11 | 11 |
Amortization of unrecognized loss | ' | 229 |
Net periodic pension cost | $236 | $780 |
Pension_Benefits_Details_2
Pension Benefits (Details 2) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Mar. 29, 2014 | Dec. 28, 2013 |
Pension Benefits | ' | ' |
Anticipated contribution in remainder of fiscal 2014 | $1.80 | ' |
Expected cash flows for pension plan | ' | ' |
Surcharge payable on hours worked applicable for initial critical year of plan (as a percent) | 5.00% | ' |
Surcharge payable on hours worked applicable for succeeding plan years (as a percent) | 10.00% | ' |
Contribution to the multi-employer plan | ' | 1 |
Maximum contribution to multi-employer plan (as a percent) | 5.00% | ' |
Maximum | ' | ' |
Pension Benefits | ' | ' |
Surcharges paid or expected to be paid | ' | 0.1 |
Fiscal 2014 | Maximum | ' | ' |
Pension Benefits | ' | ' |
Surcharges paid or expected to be paid | $0.10 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 29, 2014 |
item | |
Future minimum lease payments under non-cancelable operating leases | ' |
2014 | 4,186 |
2015 | 6,107 |
2016 | 6,079 |
2017 | 3,620 |
2018 | 3,537 |
Thereafter | 4,246 |
Total | 27,775 |
Pirate Brands Acquisition | ' |
Legal Proceedings | ' |
Number of duplicative putative class actions | 6 |
Number of duplicative putative class actions filed prior to ownership of acquisition | 2 |
Number of duplicative putative class actions entity seeks to consolidate into a single proceeding | 6 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) | 3 Months Ended |
Mar. 29, 2014 | |
item | |
Information related to Collective Bargaining Agreements | ' |
Number of executive officers with employment agreements | 7 |
Number of employees covered under collective bargaining agreements | ' |
Information related to Collective Bargaining Agreements | ' |
Number of employees | 331 |
Percentage of total employees covered under collective bargaining agreements | 34.20% |
Total number of employees | ' |
Information related to Collective Bargaining Agreements | ' |
Number of employees | 969 |
Number of collective bargaining agreements expiring within next 12 months | ' |
Information related to Collective Bargaining Agreements | ' |
Collective bargaining agreements expiration period | '1 year |
Number of other collective bargaining agreements expiring within one year | 0 |
Number of employees covered under collective bargaining agreements expiring with next 12 months | ' |
Information related to Collective Bargaining Agreements | ' |
Collective bargaining agreements expiration period | '1 year |
Number of collective bargaining agreements with additional term | ' |
Information related to Collective Bargaining Agreements | ' |
Collective bargaining agreements, additional term | '6 years |
Number of employees covered under collective bargaining agreements with additional term | ' |
Information related to Collective Bargaining Agreements | ' |
Number of employees | 44 |
Earnings_per_Share_Details
Earnings per Share (Details) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Weighted average shares outstanding: | ' | ' |
Basic (in shares) | 53,650,000 | 52,715,000 |
Net effect of potentially dilutive share-based compensation awards (in shares) | 57,413 | 227,067 |
Diluted (in shares) | 53,707,000 | 52,942,000 |
Business_and_Credit_Concentrat1
Business and Credit Concentrations and Geographic Information (Details) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 29, 2014 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | |
item | Net sales | Net sales | Net sales | Net sales | Net sales | Net sales | Accounts receivable | Accounts receivable | Accounts receivable | Accounts receivable | Accounts receivable | Accounts receivable | |
Consolidated net sales | Consolidated net sales | Consolidated net sales | Consolidated net sales | Consolidated net sales | Consolidated net sales | Trade accounts receivables | Trade accounts receivables | Trade accounts receivables | Trade accounts receivables | Trade accounts receivables | Trade accounts receivables | ||
item | item | Wal-Mart | Wal-Mart | Top ten customers | Top ten customers | item | item | Wal-Mart | Wal-Mart | Top ten customers | Top ten customers | ||
Business and Credit Concentrations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of concentration risk | ' | ' | ' | 19.00% | 19.50% | 52.20% | 50.60% | ' | ' | 13.20% | 12.90% | 52.20% | 46.10% |
Number of customers other than Wal-Mart accounting for more than 10% | ' | 0 | 0 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' |
Maximum percentage of net sales to foreign countries | ' | 2.50% | 3.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of top customers | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShareBased_Payments_Details
Share-Based Payments (Details) (USD $) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' |
Compensation expense recognized for share-based payments | $565,000 | $670,000 |
Cost of Sales | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' |
Compensation expense recognized for share-based payments | 285,000 | 163,000 |
Selling, General and Administrative Expenses | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' |
Compensation expense recognized for share-based payments | 280,000 | 507,000 |
Performance share long Term incentive awards | ' | ' |
Share based compensation expense related to long-term incentive plans | ' | ' |
Unrecognized compensation expense | $4,800,000 | ' |
Period over which unrecognized compensation expense is expected to be recognized | '2 years 9 months | ' |
ShareBased_Payments_Details_2
Share-Based Payments (Details 2) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Other disclosure | ' | ' |
Excess tax benefit recorded to additional paid in capital | $2,383 | $4,349 |
Performance share long Term incentive awards | ' | ' |
Number of Shares | ' | ' |
Balance at the beginning of the period (in shares) | 611,818 | ' |
Granted (in shares) | 174,834 | ' |
Vested (in shares) | -342,576 | -512,885 |
Forfeited (in shares) | -14,258 | ' |
Balance at the end of the period (in shares) | 429,818 | ' |
Weighted Average Grant Date Fair Value | ' | ' |
Balance at the beginning of the period (in dollars per share) | $17.05 | ' |
Granted (in dollars per share) | $27.42 | ' |
Vested (in dollars per share) | $11.78 | ' |
Forfeited (in dollars per share) | $27.65 | ' |
Balance at the end of the period (in dollars per share) | $24.65 | ' |
Percentage of target number of shares that may be earned scenario 1, maximum | 200.00% | ' |
Percentage of target number of shares that may be earned scenario 2, maximum | 300.00% | ' |
Number of performance shares vested | 342,576 | 512,885 |
Shares withheld to fund statutory minimum tax withholding | 138,799 | 214,878 |
Total shares of common stock issued | 203,777 | 298,007 |
Other disclosure | ' | ' |
Excess tax benefit recorded to additional paid in capital | $2,383 | $4,349 |
Net_Sales_by_Brand_Details
Net Sales by Brand (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Net Sales by Brand | ' | ' |
Net sales | $198,140 | $171,194 |
Ortega | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 34,931 | 36,196 |
Pirate Brands | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 20,376 | ' |
Cream of Wheat | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 18,558 | 18,863 |
Maple Grove Farms of Vermont | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 18,216 | 19,163 |
Mrs. Dash | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 16,931 | 17,153 |
Polaner | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 9,001 | 9,853 |
Rickland Orchards | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 8,647 | ' |
Las Palmas | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 8,266 | 8,595 |
New York Style | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 8,022 | 8,005 |
Bloch & Guggenheimer | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 5,878 | 6,349 |
TrueNorth | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 5,795 | ' |
Underwood | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 4,527 | 4,989 |
Ac'cent | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 4,481 | 4,463 |
B&M | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 3,904 | 4,989 |
Emeril's | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | 3,890 | 4,368 |
All other brands | ' | ' |
Net Sales by Brand | ' | ' |
Net sales | $26,717 | $28,208 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Mar. 29, 2014 | Oct. 07, 2013 | Oct. 07, 2013 | Oct. 04, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | |
item | Rickland Orchards acquisition | Rickland Orchards acquisition | Rickland Orchards acquisition | Mr. Cohen | Mr. Sands | Replenish Capital LLC | |
Natural Instincts LLC | Natural Instincts LLC | Natural Instincts LLC | Natural Instincts LLC | ||||
Related party transactions | ' | ' | ' | ' | ' | ' | ' |
Number of related party transactions during the period | 0 | ' | ' | ' | ' | ' | ' |
Number of related party transactions proposed | 0 | ' | ' | ' | ' | ' | ' |
Cash paid | ' | $37,376,000 | $57,500,000 | ' | ' | ' | ' |
Equity issued | ' | 20,124,000 | ' | ' | ' | ' | ' |
Closing Price (in dollars per share) | ' | ' | ' | $35.15 | ' | ' | ' |
Maximum consideration payable upon achievement of specified operating results | ' | 15,000,000 | ' | ' | ' | ' | ' |
Related party ownership percentage | ' | ' | ' | ' | 40.00% | 1.50% | ' |
Monthly fees for strategic advisor services | ' | ' | ' | ' | ' | ' | $20,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Apr. 23, 2014 | Apr. 23, 2014 |
Subsequent event | Subsequent event | |||
Specialty Brands of America Acquisition | Specialty Brands of America Acquisition | |||
Revolving credit loans | ||||
Subsequent events | ' | ' | ' | ' |
Cash paid | ' | ' | $155,000 | ' |
Borrowings used to fund acquisition including fees and expenses | $25,000 | $5,000 | ' | $155,000 |