Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 04, 2015 | Jul. 30, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | B&G Foods, Inc. | |
Entity Central Index Key | 1,278,027 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 4, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-02 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 57,976,744 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 04, 2015 | Jan. 03, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 98,540 | $ 1,490 |
Trade accounts receivable, net | 50,361 | 55,925 |
Inventories | 119,112 | 106,557 |
Prepaid expenses and other current assets | 14,267 | 14,830 |
Income tax receivable | 4,201 | 14,442 |
Deferred income taxes | 3,078 | 3,275 |
Total current assets | 289,559 | 196,519 |
Property, plant and equipment, net of accumulated depreciation of $137,145 and $129,253 | 115,542 | 116,197 |
Goodwill | 370,589 | 370,424 |
Other intangibles, net | 942,549 | 947,895 |
Other assets | 16,664 | 18,318 |
Total assets | 1,734,903 | 1,649,353 |
Current liabilities: | ||
Trade accounts payable | 30,811 | 38,052 |
Accrued expenses | 15,746 | 17,644 |
Current portion of long-term debt | 22,500 | 18,750 |
Dividends payable | 19,712 | 18,246 |
Total current liabilities | 88,769 | 92,692 |
Long-term debt | 961,947 | 1,007,107 |
Other liabilities | 4,846 | 7,352 |
Deferred income taxes | 213,380 | 204,207 |
Total liabilities | $ 1,268,942 | $ 1,311,358 |
Commitments and contingencies (Note 11) | ||
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; 57,976,744 and 53,663,697 shares issued and outstanding as of July 4, 2015 and January 3, 2015 | $ 580 | $ 537 |
Additional paid-in capital | 199,832 | 110,349 |
Accumulated other comprehensive loss | (10,909) | (11,034) |
Retained earnings | 276,458 | 238,143 |
Total stockholders' equity | 465,961 | 337,995 |
Total liabilities and stockholders' equity | $ 1,734,903 | $ 1,649,353 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 04, 2015 | Jan. 03, 2015 |
Consolidated Balance Sheets | ||
Property, plant and equipment, accumulated depreciation (in dollars) | $ 137,145 | $ 129,253 |
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 | 57,976,744 | 53,663,697 |
Common stock, shares outstanding | 57,976,744 | 53,663,697 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Consolidated Statements of Operations | ||||
Net sales | $ 193,645 | $ 202,889 | $ 410,767 | $ 401,029 |
Cost of goods sold | 131,637 | 139,862 | 281,362 | 273,333 |
Gross profit | 62,008 | 63,027 | 129,405 | 127,696 |
Operating expenses: | ||||
Selling, general and administrative expenses | 19,197 | 25,289 | 42,045 | 47,892 |
Amortization expense | 2,673 | 3,348 | 5,346 | 6,595 |
Gain on change in fair value of contingent consideration | (8,206) | (8,206) | ||
Operating income | 40,138 | 42,596 | 82,014 | 81,415 |
Other expenses: | ||||
Interest expense, net | 11,062 | 11,803 | 22,601 | 22,945 |
Loss on extinguishment of debt | 5,748 | 5,748 | ||
Income before income tax expense | 29,076 | 25,045 | 59,413 | 52,722 |
Income tax expense | 10,328 | 8,907 | 21,098 | 18,807 |
Net income | $ 18,748 | $ 16,138 | $ 38,315 | $ 33,915 |
Weighted average shares outstanding: | ||||
Basic | 56,627 | 53,654 | 55,193 | 53,652 |
Diluted | 56,683 | 53,719 | 55,241 | 53,713 |
Basic and diluted earnings per share | $ 0.33 | $ 0.30 | $ 0.69 | $ 0.63 |
Cash dividends declared per share | $ 0.34 | $ 0.34 | $ 0.68 | $ 0.68 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Consolidated Statements of Comprehensive Income | ||||
Net income | $ 18,748 | $ 16,138 | $ 38,315 | $ 33,915 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | (8) | 24 | (112) | (4) |
Amortization of unrecognized prior service cost and pension deferrals, net of tax | 118 | 7 | 237 | 14 |
Other comprehensive income | 110 | 31 | 125 | 10 |
Comprehensive income | $ 18,858 | $ 16,169 | $ 38,440 | $ 33,925 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 04, 2015 | Jun. 28, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 38,315 | $ 33,915 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 13,376 | 13,945 |
Amortization of deferred debt financing costs and bond discount | 1,756 | 2,028 |
Deferred income taxes | 9,233 | 8,594 |
Interest accretion on contingent consideration | 432 | |
Gain on change in fair value of contingent consideration | (8,206) | |
Loss on extinguishment of debt | 5,748 | |
Share-based compensation expense | 2,517 | 1,742 |
Excess tax benefits from share-based compensation | (518) | (2,383) |
Provision for doubtful accounts | (110) | (5) |
Changes in assets and liabilities, net of effects of businesses acquired: | ||
Trade accounts receivable | 5,674 | 4,986 |
Inventories | (12,720) | (16,326) |
Prepaid expenses and other current assets | 563 | (235) |
Income tax receivable | 10,759 | (1,137) |
Other assets | 15 | (1,271) |
Trade accounts payable | (7,241) | (3,577) |
Accrued expenses | (1,898) | (2,156) |
Other liabilities | (2,159) | 47 |
Net cash provided by operating activities | 57,562 | 36,141 |
Cash flows from investing activities: | ||
Payments for acquisition of businesses | 154,277 | |
Capital expenditures | (7,413) | (9,492) |
Net cash used in investing activities | (7,413) | (163,769) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (7,500) | (131,250) |
Proceeds from issuance of long-term debt | 299,250 | |
Borrowings under revolving credit facility | 10,000 | 238,500 |
Repayments of borrowings under revolving credit facility | (44,000) | (232,500) |
Proceeds from issuance of common stock, net | 126,231 | |
Dividends paid | (36,524) | (35,878) |
Excess tax benefits from share-based compensation | 518 | 2,383 |
Debt financing costs | (8,607) | |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (1,750) | (4,374) |
Net cash provided by financing activities | 46,975 | 127,524 |
Effect of exchange rate fluctuations on cash and cash equivalents | (74) | 7 |
Net increase (decrease) in cash and cash equivalents | 97,050 | (97) |
Cash and cash equivalents at beginning of period | 1,490 | 4,107 |
Cash and cash equivalents at end of period | 98,540 | 4,010 |
Supplemental disclosures of cash flow information: | ||
Cash interest payments | 21,311 | 20,899 |
Cash income tax (refunds)/payments | 1,121 | 11,316 |
Non-cash transactions: | ||
Dividends declared and not yet paid | $ 19,712 | $ 18,246 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jul. 04, 2015 | |
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, dry soups, taco shells and kits, salsas, pickles, peppers, tomato-based products, puffed corn and rice snacks, nut clusters and other specialty products. Our products are marketed under many recognized brands, including Ac’cent , B&G , B&M , Baker’s Joy , Bear Creek Country Kitchens, Brer Rabbit , Canoleo, Cary’s, Cream of Rice , Cream of Wheat , Devonsheer , Don Pepino , Emeril’s , Grandma’s Molasses , JJ Flats , Joan of Arc , Las Palmas , MacDonald’s, Maple Grove Farms of Vermont , Molly McButter , Mrs. Dash , New York Flatbreads, New York Style , Old London , Original Tings , Ortega , Pirate’s Booty , Polaner , Red Devil , Regina , Rickland Orchards , Sa-són , Sclafani , Smart Puffs , Spring Tree, Sugar Twin , Trappey’s , TrueNorth , Underwood , Vermont Maid and Wright’s. We also sell and distribute Static Guard , a household product brand. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 05, 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 2, 2016 (fiscal 2015) contains 52 weeks and our fiscal year ended January 3, 2015 (fiscal 2014) contained 53 weeks. Each quarter of fiscal 2015 and 2014 contains 13 weeks, except the fourth quarter of 2014, which contained 14 weeks. Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended July 4, 2015 (second quarter and first two quarters of 2015) and June 28, 2014 (second quarter and first two quarters of 2014) 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 July 4, 2015, and the results of our operations and comprehensive income for the second quarter and first two quarters of 2015 and 2014 and cash flows for the first two quarters of 2015 and 2014. Our results of operations for the second quarter and first two quarters of 2015 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 2014 filed with the SEC on March 4, 2015. 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; the fair value of contingent consideration; and the accounting for share-based compensation. 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 In April 2015, the Financial Accounting Standards Board (FASB) issued a new accounting standards update (ASU) that requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The update impacts presentation and disclosure only, and therefore, adoption of this ASU will not have an impact on our consolidated financial position, results of operations or liquidity. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 04, 2015 | |
Acquisitions. | |
Acquisitions | (3) Acquisitions On April 23, 2014, we completed the acquisition of Specialty Brands of America, Inc. and related entities, including the Bear Creek Country Kitchens, Spring Tree, Cary’s, MacDonald’s, New York Flatbreads and Canoleo brands, from affiliates of American Capital, Ltd. and certain individual sellers for a purchase price of $154.3 million in cash. We refer to this acquisition as the “Specialty Brands acquisition.” We have accounted for this acquisition 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 date 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 acquired are amortized over 20 years. 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 5, “Goodwill and Other Intangible Assets.” The following table sets forth the allocation of the Specialty Brands acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. During the first two quarters of fiscal 2015, 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 inventory as of the date of acquisition. Specialty Brands Acquisition (dollars in thousands): Purchase Price: Cash paid $ Total $ Allocation: Income tax receivable $ Short-term deferred income tax assets Trademarks—unamortizable intangible assets Goodwill Customer relationship intangibles—amortizable intangible assets Other working capital ) Long-term deferred income tax liabilities, net ) Total $ Unaudited Pro Forma Summary of Operations The following pro forma summary of operations for the second quarter and first two quarters of 2014 presents our operations as if the Specialty Brands acquisition had occurred as of the beginning of fiscal 2013. In addition to including the results of operations of this acquisition, the pro forma information gives effect to the interest on additional borrowings and the amortization of customer relationship intangibles. On an actual basis, Specialty Brands contributed $11.4 million of net sales for the second quarter and first two quarters of 2014. Thirteen Weeks Ended June 28, 2014 Twenty-six Weeks Ended June 28, 2014 (dollars in thousands, except per share data) Net sales $ $ Net income Basic and diluted earnings per share $ $ The pro forma information presented above does not purport to be indicative of the results that actually would have been attained had the Specialty Brands acquisition occurred as of the beginning of fiscal 2013 and is not intended to be a projection of future results. |
Inventories
Inventories | 6 Months Ended |
Jul. 04, 2015 | |
Inventories | |
Inventories | (4) 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 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): July 4, 2015 January 3, 2015 Raw materials and packaging $ $ Finished goods Total $ $ |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jul. 04, 2015 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (5) 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 July 4, 2015 As of January 3, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable Intangible Assets Trademarks $ $ $ $ $ $ Customer relationships $ $ $ $ $ $ Unamortizable Intangible Assets Goodwill $ $ Trademarks $ $ Note: The increase in the carrying amount of goodwill during the first two quarters of fiscal 2015 is attributable to purchase accounting adjustments related to the Specialty Brands acquisition. Amortization expense associated with amortizable trademarks and customer relationship intangibles for the second quarter and first two quarters of 2015 was $2.7 million and $5.3 million, respectively, and is recorded in operating expenses. Amortization expense associated with amortizable trademarks and customer relationship intangibles for the second quarter and first two quarters of 2014 was $3.3 million and $6.6 million, respectively, and is recorded in operating expenses. We expect to recognize an additional $5.4 million of amortization expense associated with our amortizable trademarks and customer relationship intangibles during the remainder of fiscal 2015, and thereafter $10.7 million per year for each of the next four fiscal years. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 04, 2015 | |
Long-Term Debt | |
Long-Term Debt | (6) Long-Term Debt Long-term debt consists of the following, as of the dates indicated (in thousands): July 4, 2015 January 3, 2015 Senior secured credit agreement: Revolving credit facility $ — $ Tranche A term loans due 2019 4.625% senior notes due 2021 Unamortized discount ) ) Total long-term debt, net of unamortized discount Current portion of long-term debt ) ) Long-term debt, net of unamortized discount and excluding current portion $ $ As of July 4, 2015, the aggregate contractual maturities of long-term debt are as follows (in thousands): Years ending December: 2015 $ 2016 2017 2018 2019 Thereafter Total $ Senior Secured Credit Agreement. At July 4, 2015, $285.0 million of tranche A term loans were outstanding and no revolving loans were outstanding under our senior secured credit agreement. At July 4, 2015, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $1.3 million, was $498.7 million. Proceeds of the revolving credit facility may be used for general corporate purposes including 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 June 5, 2019. The tranche A term loans are subject to principal amortization. $7.5 million was due and paid in fiscal 2014, $18.8 million is due and payable in fiscal 2015, of which $7.5 million has been paid as of July 4, 2015, $26.2 million is due and payable in fiscal 2016, $24.4 million is due and payable in fiscal 2017 and $76.9 million is due and payable in fiscal 2018. The balance of all borrowings under the tranche A term loan facility, or $146.2 million, is due and payable at maturity on June 5, 2019. 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 or casualty events and issuances of indebtedness. 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 0.50% to 1.00%, and LIBOR plus an applicable margin ranging from 1.50% to 2.00%, in each case depending on our consolidated leverage ratio. At July 4, 2015, the revolving credit facility and the tranche A term loan interest rates were each approximately 2.19%. Our obligations under our 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 facility 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 net 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 2015; 6.75 to 1.00 for the first quarter of 2016 through the fourth quarter of 2016; and 6.50 to 1.00 for the first quarter of 2017 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 July 4, 2015, we were in compliance with all of the covenants, including the financial covenants, in the credit agreement. The credit agreement also provides for an incremental term loan and revolving loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide unlimited additional amounts of term loans or revolving loans or both 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. The 4.625% senior notes will mature on June 1, 2021, unless earlier retired or redeemed. 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 July 4, 2015, 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 . During the second quarter of 2014, we wrote-off and expensed $5.4 million of deferred debt financing costs relating to the termination of our prior credit agreement, which included the repayment of $121.9 million aggregate principal amount of our tranche A term loans and $215.0 million of revolving loans. During the second quarter of 2014, we also capitalized $5.7 million and $2.9 million of debt financing costs relating to our current revolving credit facility and tranche A term loans, respectively, which is being amortized over the five year scheduled term of the credit agreement. As of July 4, 2015 and January 3, 2015 we had net deferred debt financing costs of $15.5 million and $17.2 million, respectively, included in other assets in the accompanying unaudited consolidated balance sheets. Loss on Extinguishment of Debt. During the second quarter of 2014, we incurred a loss on extinguishment of debt in connection with the termination of our prior credit agreement and the repayment of all outstanding obligations thereunder. The loss on extinguishment includes the write-off of deferred debt financing costs of $5.4 million discussed above and the write-off of unamortized discount of $0.3 million. Accrued Interest . At July 4, 2015 and January 3, 2015 accrued interest of $3.0 million and $3.5 million, respectively, is included in accrued expenses in the accompanying unaudited consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 04, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | (7) 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 i nputs 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 July 4, 2015 and January 3, 2015 are as follows (in thousands): July 4, 2015 January 3, 2015 Carrying Value Fair Value Carrying Value Fair Value Revolving Credit Loans — — (1) Tranche A Term Loans due 2019 (2) (1) (2) (1) 4.625% Senior Notes due 2021 (3) (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 July 4, 2015 and January 3, 2015, the face amounts of the tranche A term loans were $285.0 million and $292.5 million, respectively. (3) Fair values are estimated based on quoted market prices. In October 2013, we acquired Rickland Orchards, LLC. In connection with that acquisition, additional purchase price payments ranging from zero to $15.0 million are contingent upon the achievement of certain revenue growth targets during fiscal 2014, 2015 and 2016 meant to achieve revenue growth in excess of base purchase price acquisition model assumptions. 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. During the first two quarters of 2014, we recorded interest accretion expense on the contingent consideration liability of $0.4 million. We are required to reassess the fair value of the contingent consideration at each reporting period. At June 28, 2014, we remeasured the fair value of the contingent consideration using actual operating results through June 28, 2014 and revised our forecasted operating results for Rickland Orchards for the remainder of fiscal 2014, 2015 and 2016. As a result of lower than expected net sales results for Rickland Orchards and the unlikelihood of Rickland Orchards achieving the revenue growth targets, the fair value of the contingent consideration was reduced to zero. Therefore, during the first two quarters of 2015, we did not record interest accretion expense on the contingent consideration liability. The significant inputs used in these estimates include numerous possible scenarios for the contingent earn-out 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. The following table summarized the Level 3 activity (in thousands): July 4, 2015 June 28, 2014 Balance at beginning of year $ — $ Contingent consideration accretion expense — Gain on change in fair value of contingent consideration — ) Balance at end of quarter $ — $ — |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 05, 2014 | |
Stockholders' Equity | |
Stockholder's Equity | (8) Stockholders’ Equity Common Stock Offering . In May 2015, we completed an underwritten public offering of 4,200,000 shares of our common stock at a price to the public of $30.60 per share. The proceeds of the offering were approximately $126.2 million, after deducting underwriting discounts and commissions and other offering expenses. The offering was made by means of a prospectus and related prospectus supplement included as part of an effective shelf registration statement previously filed with the SEC. We used a portion of the net proceeds of the offering to repay a portion of our long-term debt, to pay the purchase price and related transaction costs for the Mama Mary’s acquisition, see Note 16, “Subsequent Event,” and for general corporate purposes. We expect to use the remaining net proceeds of the offering for general corporate purposes, which may include, among other things, the repayment or retirement of a portion of our long-term debt or future acquisitions, if any. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 04, 2015 | |
Accumulated Other Comprehensive Loss. | |
Accumulated Other Comprehensive Loss | (9) Accumulated Other Comprehensive Loss The reclassification from accumulated other comprehensive loss (AOCL) as of July 4, 2015 and June 28, 2014 are as follows (in thousands): Amount Reclassified from AOCL Affected Line Item in the Thirteen Weeks Ended Twenty-Six Weeks Ended Statement Where Net Income is Details about AOCL Components July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Presented Defined benefit pension plan items Amortization of prior service cost $ $ $ $ See (1) below Amortization of unrecognized loss — — See (1) below Total before tax ) ) ) ) Income tax expense Total reclassification $ $ $ $ Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits” for additional information. Changes in accumulated other comprehensive loss as of July 4, 2015 is as follows (in thousands): Defined Benefit Pension Plan Items Foreign Currency Translation Adjustments Total Beginning balance $ ) $ ) $ ) Other comprehensive loss before reclassifications — ) ) Amounts reclassified from AOCL — Net current period other comprehensive income (loss) ) Ending balance $ ) $ ) $ ) |
Pension Benefits
Pension Benefits | 6 Months Ended |
Jul. 04, 2015 | |
Pension Benefits | |
Pension Benefits | (10) Pension Benefits Company Sponsored Defined Benefit Pension Plans. Net periodic pension costs for company sponsored defined benefit pension plans for the second quarter and first two quarters of 2015 and 2014 include the following components (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Service cost—benefits earned during the period $ $ $ $ Interest cost on projected benefit obligation Expected return on plan assets ) ) ) ) Amortization of unrecognized prior service cost Amortization of unrecognized loss — — Net periodic pension cost $ $ $ $ During the first two quarters of 2015, we made $3.5 million of defined benefit pension plan contributions. We do not plan to make additional contributions during the remainder of fiscal 2015. Multi-Employer Defined Benefit Pension Plan. We also contribute to the Bakery and Confectionery Union and Industry International Pension Fund (EIN 52-6118572, Plan No. 001), a multi-employer defined benefit pension plan, sponsored by the Bakery, Confectionery, 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. 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 was applicable for each succeeding plan year that the plan was in critical status until we agreed to a collective bargaining agreement that implements a rehabilitation plan. During the second quarter of 2015, we agreed to a collective bargaining agreement that, among other things, implements a rehabilitation plan. As a result, our contributions to the plan are expected to increase by at least 5.0% per year above what we are currently contributing. B&G Foods made contributions to the plan of $1.0 million in fiscal 2014. These contributions represented less than five percent of total contributions made to the plan. In fiscal 2014, we paid less than $0.1 million in surcharges and expect to pay surcharges of less than $0.1 million in fiscal 2015 assuming consistent hours are worked. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 04, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | (11) Commitments and Contingencies Operating Leases . As of July 4, 2015, 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 2015 $ 2016 2017 2018 2019 Thereafter Total $ 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. 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 two quarters of 2015 or 2014 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, administ ered 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 described in Note 10, “Pension Benefits— Multi-Employer Defined Benefit Pension Plan ” above, during the second quarter of 2015 we reached an agreement with the BCTGM, AFL-CIO (Local No. 334) to extend for an additional two-year period ending April 29, 2017, a collective bargaining agreement that covers approximately 93 employees at our Portland, Maine facility. As of July 4, 2015, approximately 344 of our 988 employees, or 35%, were covered by collective bargaining agreements, of which approximately 203 were covered by a collective bargaining agreement expiring within the next 12 months. Our collective bargaining agreement with the Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy Employees and Helpers Union, Local No. 695, that covers certain employees at our Stoughton, Wisconsin manufacturing facility is scheduled to expire on March 31, 2016. We expect to begin negotiations for a new collective bargaining agreement during the fourth quarter of 2015 or the first quarter of 2016. While we believe that our relations with our union employees are good, we cannot be certain that we will be able to negotiate a new collective bargaining agreement for the Stoughton, Wisconsin manufacturing facility on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages. At this time, however, management does not expect the outcome of these negotiations to have a material adverse effect on our business, financial condition, or results of operations. None of our other collective bargaining agreements is scheduled to expire within the next 12 months. 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 generally 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, in certain cases, potential gross up payments for excise tax liability. Ortega and Las Palmas Recall . On November 14, 2014, we announced a voluntary recall for certain Ortega and Las Palmas products after learning that one or more of the spice ingredients purchased from a third party supplier contained peanuts and almonds, allergens that are not declared on the products’ ingredient statements. A significant majority of the costs of this recall were incurred in the fourth quarter of 2014. The cost impact of this recall during the first two quarters of 2015 was $1.9 million, of which $1.2 million was recorded as a decrease in net sales related to customer refunds; $0.5 million was recorded as an increase in cost of goods sold primarily related to costs associated with product retrieval, destruction charges and customer fees; and $0.2 million was recorded as an increase in selling, general, and administrative expenses related to administrative costs. The charges we recorded are based upon costs incurred to date and management’s estimates of costs that have yet to be incurred. As of July 4, 2015, accounts receivables in our unaudited consolidated balance sheet includes a $0.3 million reserve relating to the recall and prepaid expenses include a $5.0 million receivable for expected insurance recoveries relating to the recall. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jul. 04, 2015 | |
Earnings per Share | |
Earnings per Share | (12) 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 had been issued upon the exercise of stock options or in connection with performance shares that may be earned under long-term incentive awards as of the grant date, in the case of the stock options, and as of the beginning of the period, in the case of the performance shares, using the treasury stock method. For the second quarter of 2015, 551,330 shares of common stock issuable upon the exercise of stock options have not been included in the calculation of diluted weighted average shares outstanding because the effect would have been anti-dilutive on diluted earnings per share. Thirteen Weeks Ended Twenty-six Weeks Ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Weighted average shares outstanding: Basic Net effect of potentially dilutive share-based compensation awards Diluted |
Business and Credit Concentrati
Business and Credit Concentrations and Geographic Information | 6 Months Ended |
Jul. 04, 2015 | |
Business and Credit Concentrations and Geographic Information | |
Business and Credit Concentrations and Geographic Information | (13) 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 51.9% and 51.1 % of consolidated net sales for the first two quarters of 2015 and 2014, respectively. Our top ten customers accounted for approximately 51.8% and 51.7% of our consolidated trade accounts receivables as of July 4, 2015 and January 3, 2015, respectively. Other than Wal-Mart, which accounted for 19.7% and 19.4% of our consolidated net sales for the first two quarters of 2015 and 2014, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first two quarters of 2015 or 2014. Other than Wal-Mart, which accounted for 18.0% and 16.7% of our consolidated trade accounts receivables as of July 4, 2015 and January 3, 2015, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of July 4, 2015, 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 two quarters of 2015 and 2014, our sales to foreign countries represented approximately 3.7% and 2.4%, respectively, of net sales. Our foreign sales are primarily to customers in Canada. |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jul. 04, 2015 | |
Share-Based Payments | |
Share-Based Payments | (14) Share-Based Payments Our company makes annual grants of stock options and performance share long-term incentive awards (LTIAs) 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. Employee Stock Options . The following table details our stock option activity for the first two quarters of fiscal 2015: Options Weighted Average Exercise Price Weighted Average Contractual Life Remaining (Years) Aggregate Intrinsic Value Outstanding at beginning of fiscal 2015 $ Granted $ Exercised — N/A Forfeited — N/A Outstanding at end of second quarter of 2015 $ $ Exercisable at end of second quarter of 2015 — — — — The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing certain assumptions. Expected volatility was based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The expected term of the options granted represents the period of time that options were expected to be outstanding and is based on the “simplified method” in accordance with accounting guidance. We utilized the simplified method to determine the expected term of the options as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of the grant, which corresponds to the expected term of the options. 2015 2014 Weighted average grant date fair value $6.00 $6.74 Expected volatility 36% 34.8% Expected term 6.5 years 6.5 years Risk-free interest rate 1.6% - 1.9% 1.9% Dividend yield 4.7% - 4.9% 4.4% The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, stock options, non-employee director stock grants and other share based payments) during the second quarter and first two quarters of 2015 and 2014 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended Consolidated Statements of Operations Location July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Compensation expense included in cost of goods sold $ $ $ $ Compensation expense included in selling, general and administrative expenses Total compensation expense for share-based payments $ $ $ $ As of July 4, 2015, there was $2.8 million of unrecognized compensation expense related to LTIAs, which is expected to be recognized over the next 2.5 years and $2.7 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 2.75 years. The following table details the activity in our non-vested performance share LTIAs for the first two quarters of 2015: Number of Performance Shares Weighted Average Grant Date Fair Value (per share)(2) Beginning of fiscal 2015 (1) $ Granted $ Vested ) $ Forfeited ) $ End of first two quarters of 2015 (1) $ (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% 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 second quarter and first two quarters of 2015 and 2014 upon the vesting of performance share long-term incentive awards and other share based compensation (dollars in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Number of performance shares vested — — Shares withheld to fund statutory minimum tax withholding — — Shares of common stock issued for performance share long-term incentive awards — — Shares of common stock issued to non-employee directors for annual equity grants Total shares of common stock issued Excess tax benefit recorded to additional paid in capital $ — $ — $ $ |
Net Sales by Brand
Net Sales by Brand | 6 Months Ended |
Jul. 04, 2015 | |
Net Sales by Brand | |
Net Sales by Brand | (15) Net Sales by Brand The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Twenty-Six Weeks Ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Brand: (1) Ortega (2) $ $ $ $ Pirate Brands Maple Grove Farms of Vermont Mrs. Dash Cream of Wheat Bear Creek Country Kitchens (3) Las Palmas (2) Polaner Bloch & Guggenheimer New York Style B&M Spring Tree (3) TrueNorth Underwood Ac’cent Rickland Orchards All other brands (4) Total $ $ $ $ (1) Net sales for each brand includes branded net sales and, if applicable, any private label and food service net sales attributable to the brand. (2) During the first quarter and first two quarters of 2015, net sales for Ortega and Las Palmas were negatively impacted by customer refunds of $0.4 million and $1.2 million, respectively, relating to the product recall announced in November 2014. (3) We completed the acquisition of Specialty Brands on April 23, 2014, including the Bear Creek Country Kitchens and Spring Tree brands. (4) Net sales for “All other brands” has been impacted by the acquisition of Cary’s, MacDonald’s, New York Flatbreads and Canoleo brands acquired as part of the Specialty Brands acquisition, which was completed on April 23, 2014. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jul. 04, 2015 | |
Subsequent Events. | |
Subsequent Event | (16) Subsequent Event Mama Mary’s Acquisition . On July 10, 2015, we acquired Spartan Foods of America, Inc. dba Mama Mary’s and related entities from Linsalata Capital Partners and certain other sellers for a purchase price of approximately $50.0 million in cash, subject to certain post-closing adjustments. We funded the acquisition and are paying related fees and expenses with cash on hand. The primary assets of the business purchased include intellectual property, business and customer information, equipment, accounts receivable 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 third quarter of 2015. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 04, 2015 | |
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 2, 2016 (fiscal 2015) contains 52 weeks and our fiscal year ended January 3, 2015 (fiscal 2014) contained 53 weeks. Each quarter of fiscal 2015 and 2014 contains 13 weeks, except the fourth quarter of 2014, which contained 14 weeks. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended July 4, 2015 (second quarter and first two quarters of 2015) and June 28, 2014 (second quarter and first two quarters of 2014) 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 July 4, 2015, and the results of our operations and comprehensive income for the second quarter and first two quarters of 2015 and 2014 and cash flows for the first two quarters of 2015 and 2014. Our results of operations for the second quarter and first two quarters of 2015 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 2014 filed with the SEC on March 4, 2015. |
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; the fair value of contingent consideration; and the accounting for share-based compensation. 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 | Recently Issued Accounting Standards In April 2015, the Financial Accounting Standards Board (FASB) issued a new accounting standards update (ASU) that requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The update impacts presentation and disclosure only, and therefore, adoption of this ASU will not have an impact on our consolidated financial position, results of operations or liquidity. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Acquisitions. | |
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | Specialty Brands Acquisition (dollars in thousands): Purchase Price: Cash paid $ Total $ Allocation: Income tax receivable $ Short-term deferred income tax assets Trademarks—unamortizable intangible assets Goodwill Customer relationship intangibles—amortizable intangible assets Other working capital ) Long-term deferred income tax liabilities, net ) Total $ |
Schedule of unaudited pro forma summary of operations | Thirteen Weeks Ended June 28, 2014 Twenty-six Weeks Ended June 28, 2014 (dollars in thousands, except per share data) Net sales $ $ Net income Basic and diluted earnings per share $ $ |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Inventories | |
Summary of Inventories | Inventories consist of the following, as of the dates indicated (in thousands): July 4, 2015 January 3, 2015 Raw materials and packaging $ $ Finished goods Total $ $ |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
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 July 4, 2015 As of January 3, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable Intangible Assets Trademarks $ $ $ $ $ $ Customer relationships $ $ $ $ $ $ Unamortizable Intangible Assets Goodwill $ $ Trademarks $ $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Long-Term Debt | |
Schedule of Long-term debt | Long-term debt consists of the following, as of the dates indicated (in thousands): July 4, 2015 January 3, 2015 Senior secured credit agreement: Revolving credit facility $ — $ Tranche A term loans due 2019 4.625% senior notes due 2021 Unamortized discount ) ) Total long-term debt, net of unamortized discount Current portion of long-term debt ) ) Long-term debt, net of unamortized discount and excluding current portion $ $ |
Schedule of aggregate contractual maturities of long-term debt | As of July 4, 2015, the aggregate contractual maturities of long-term debt are as follows (in thousands): Years ending December: 2015 $ 2016 2017 2018 2019 Thereafter Total $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
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 July 4, 2015 and January 3, 2015 are as follows (in thousands): July 4, 2015 January 3, 2015 Carrying Value Fair Value Carrying Value Fair Value Revolving Credit Loans — — (1) Tranche A Term Loans due 2019 (2) (1) (2) (1) 4.625% Senior Notes due 2021 (3) (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 July 4, 2015 and January 3, 2015, the face amounts of the tranche A term loans were $285.0 million and $292.5 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): July 4, 2015 June 28, 2014 Balance at beginning of year $ — $ Contingent consideration accretion expense — Gain on change in fair value of contingent consideration — ) Balance at end of quarter $ — $ — |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Accumulated Other Comprehensive Loss. | |
Schedule of reclassification from accumulated other comprehensive loss (AOCL ) | The reclassification from accumulated other comprehensive loss (AOCL) as of July 4, 2015 and June 28, 2014 are as follows (in thousands): Amount Reclassified from AOCL Affected Line Item in the Thirteen Weeks Ended Twenty-Six Weeks Ended Statement Where Net Income is Details about AOCL Components July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Presented Defined benefit pension plan items Amortization of prior service cost $ $ $ $ See (1) below Amortization of unrecognized loss — — See (1) below Total before tax ) ) ) ) Income tax expense Total reclassification $ $ $ $ Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits” for additional information. |
Schedule of changes in accumulated other comprehensive loss | Changes in accumulated other comprehensive loss as of July 4, 2015 is as follows (in thousands): Defined Benefit Pension Plan Items Foreign Currency Translation Adjustments Total Beginning balance $ ) $ ) $ ) Other comprehensive loss before reclassifications — ) ) Amounts reclassified from AOCL — Net current period other comprehensive income (loss) ) Ending balance $ ) $ ) $ ) |
Pension Benefits (Tables)
Pension Benefits (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Pension Benefits | |
Schedule of defined benefit pension plans' benefit obligation, fair value of plans assets and funded status recognized in the consolidated balance sheets | Company Sponsored Defined Benefit Pension Plans. Net periodic pension costs for company sponsored defined benefit pension plans for the second quarter and first two quarters of 2015 and 2014 include the following components (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Service cost—benefits earned during the period $ $ $ $ Interest cost on projected benefit obligation Expected return on plan assets ) ) ) ) Amortization of unrecognized prior service cost Amortization of unrecognized loss — — Net periodic pension cost $ $ $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Commitments and Contingencies | |
Summary of future minimum lease payments under non-cancelable operating leases | Operating Leases . As of July 4, 2015, 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 2015 $ 2016 2017 2018 2019 Thereafter Total $ |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Earnings per Share | |
Schedule of calculations related to basic and diluted earning per share | Thirteen Weeks Ended Twenty-six Weeks Ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Weighted average shares outstanding: Basic Net effect of potentially dilutive share-based compensation awards Diluted |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Share-Based Payments | |
Schedule of stock option activity | Options Weighted Average Exercise Price Weighted Average Contractual Life Remaining (Years) Aggregate Intrinsic Value Outstanding at beginning of fiscal 2015 $ Granted $ Exercised — N/A Forfeited — N/A Outstanding at end of second quarter of 2015 $ $ Exercisable at end of second quarter of 2015 — — — — |
Schedule of stock options, valuation assumption | 2015 2014 Weighted average grant date fair value $6.00 $6.74 Expected volatility 36% 34.8% Expected term 6.5 years 6.5 years Risk-free interest rate 1.6% - 1.9% 1.9% Dividend yield 4.7% - 4.9% 4.4% |
Schedule of compensation expense recognized for share-based payments | The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, stock options, non-employee director stock grants and other share based payments) during the second quarter and first two quarters of 2015 and 2014 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended Consolidated Statements of Operations Location July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Compensation expense included in cost of goods sold $ $ $ $ Compensation expense included in selling, general and administrative expenses Total compensation expense for share-based payments $ $ $ $ |
Schedule of non-vested performance share LTIAs | The following table details the activity in our non-vested performance share LTIAs for the first two quarters of 2015: Number of Performance Shares Weighted Average Grant Date Fair Value (per share)(2) Beginning of fiscal 2015 (1) $ Granted $ Vested ) $ Forfeited ) $ End of first two quarters of 2015 (1) $ (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% 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 | The following table details the number of shares of common stock issued by our company during the second quarter and first two quarters of 2015 and 2014 upon the vesting of performance share long-term incentive awards and other share based compensation (dollars in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Number of performance shares vested — — Shares withheld to fund statutory minimum tax withholding — — Shares of common stock issued for performance share long-term incentive awards — — Shares of common stock issued to non-employee directors for annual equity grants Total shares of common stock issued Excess tax benefit recorded to additional paid in capital $ — $ — $ $ |
Net Sales by Brand (Tables)
Net Sales by Brand (Tables) | 6 Months Ended |
Jul. 04, 2015 | |
Net Sales by Brand | |
Schedule of net sales by brand | The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Twenty-Six Weeks Ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Brand: (1) Ortega (2) $ $ $ $ Pirate Brands Maple Grove Farms of Vermont Mrs. Dash Cream of Wheat Bear Creek Country Kitchens (3) Las Palmas (2) Polaner Bloch & Guggenheimer New York Style B&M Spring Tree (3) TrueNorth Underwood Ac’cent Rickland Orchards All other brands (4) Total $ $ $ $ (1) Net sales for each brand includes branded net sales and, if applicable, any private label and food service net sales attributable to the brand. (2) During the first quarter and first two quarters of 2015, net sales for Ortega and Las Palmas were negatively impacted by customer refunds of $0.4 million and $1.2 million, respectively, relating to the product recall announced in November 2014. (3) We completed the acquisition of Specialty Brands on April 23, 2014, including the Bear Creek Country Kitchens and Spring Tree brands. (4) Net sales for “All other brands” has been impacted by the acquisition of Cary’s, MacDonald’s, New York Flatbreads and Canoleo brands acquired as part of the Specialty Brands acquisition, which was completed on April 23, 2014. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 03, 2015 | Jul. 04, 2015 | Jul. 05, 2014 | Jan. 02, 2016 | Jan. 03, 2015 | |
Information related to useful life of property, plant and equipment | |||||
Number of weeks in fiscal year | 364 days | 371 days | |||
Number of weeks in each fiscal quarter | 91 days | 91 days | |||
Number of weeks in fourth fiscal quarter | 98 days | ||||
Maximum | |||||
Information related to useful life of property, plant and equipment | |||||
Number of weeks in fiscal year | 371 days | ||||
Number of years between 53 week fiscal years | 6 years | ||||
Minimum | |||||
Information related to useful life of property, plant and equipment | |||||
Number of weeks in fiscal year | 364 days | ||||
Number of years between 53 week fiscal years | 5 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2014 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | Jan. 03, 2015 |
Allocation: | |||||
Goodwill | $ 370,589 | $ 370,424 | |||
Unaudited Pro Forma Summary of Operations | |||||
Net sales | $ 208,577 | $ 427,422 | |||
Net income | $ 16,395 | $ 35,107 | |||
Basic and diluted earnings per share (in dollars per share) | $ 0.31 | $ 0.65 | |||
Customer Relationship Intangibles | |||||
Business Acquisition | |||||
Estimated useful life | 20 years | ||||
Specialty Brands acquisition | |||||
Purchase Price: | |||||
Cash paid | $ 154,277 | ||||
Allocation: | |||||
Income tax receivable | 4,012 | ||||
Short-term deferred income tax assets | 1,786 | ||||
Goodwill | 49,017 | ||||
Other working capital | (2,233) | ||||
Long-term deferred income tax liabilities, net | (48,905) | ||||
Total | 154,277 | ||||
Unaudited Pro Forma Summary of Operations | |||||
Net sales | $ 11,400 | $ 11,400 | |||
Specialty Brands acquisition | Customer Relationship Intangibles | |||||
Allocation: | |||||
Customer relationship intangibles-amortizable intangible assets | 13,300 | ||||
Specialty Brands acquisition | Trademarks | |||||
Allocation: | |||||
Trademarks - unamortizable intangible assets | $ 137,300 | ||||
Specialty Brands acquisition | Inventory | |||||
Business Acquisition | |||||
Goodwill and other working capital purchase accounting adjustment | $ 200 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jul. 04, 2015 | Jan. 03, 2015 |
Inventories | ||
Raw materials and packaging | $ 31,400 | $ 23,795 |
Finished goods | 87,712 | 82,762 |
Total | $ 119,112 | $ 106,557 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | Jan. 03, 2015 | |
Amortizable Intangible Assets | |||||
Gross Carrying Amount | $ 204,969 | $ 204,969 | $ 204,969 | ||
Accumulated Amortization | 64,621 | 64,621 | 59,275 | ||
Net Carrying Amount | 140,348 | 140,348 | 145,694 | ||
Amortization expense | 2,673 | $ 3,348 | 5,346 | $ 6,595 | |
Unamortizable Intangible Assets | |||||
Goodwill | 370,589 | 370,589 | 370,424 | ||
Future amortization expense | |||||
Remainder of fiscal 2015 | 5,400 | 5,400 | |||
2,016 | 10,700 | 10,700 | |||
2,017 | 10,700 | 10,700 | |||
2,018 | 10,700 | 10,700 | |||
2,019 | 10,700 | 10,700 | |||
Trademarks | |||||
Unamortizable Intangible Assets | |||||
Unamortizable intangible assets excluding goodwill | 802,201 | 802,201 | 802,201 | ||
Trademarks | |||||
Amortizable Intangible Assets | |||||
Gross Carrying Amount | 12,056 | 12,056 | 12,056 | ||
Accumulated Amortization | 1,340 | 1,340 | 875 | ||
Net Carrying Amount | 10,716 | 10,716 | 11,181 | ||
Customer Relationship Intangibles | |||||
Amortizable Intangible Assets | |||||
Gross Carrying Amount | 192,913 | 192,913 | 192,913 | ||
Accumulated Amortization | 63,281 | 63,281 | 58,400 | ||
Net Carrying Amount | $ 129,632 | $ 129,632 | $ 134,513 |
Long-Term Debt (Details)
Long-Term Debt (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 28, 2014USD ($) | Jul. 04, 2015USD ($)item | Jun. 28, 2014USD ($) | Jan. 03, 2015USD ($) | Jul. 05, 2014USD ($) | Jun. 04, 2013USD ($) | |
Information related to long-term debt | ||||||
Total long-term debt, net of unamortized discount | $ 984,447,000 | $ 1,025,857,000 | ||||
Current portion of long-term debt | (22,500,000) | (18,750,000) | ||||
Long-term debt, net of unamortized discount and excluding current portion | 961,947,000 | 1,007,107,000 | ||||
Unamortized discount | (553,000) | (643,000) | ||||
Aggregate contractual maturities of long-term debt | ||||||
2,015 | 11,250,000 | |||||
2,016 | 26,250,000 | |||||
2,017 | 24,375,000 | |||||
2,018 | 76,875,000 | |||||
2,019 | 146,250,000 | |||||
Thereafter | 700,000,000 | |||||
Total | 985,000,000 | |||||
Senior secured credit facility | ||||||
Loss on extinguishment of debt | $ (5,748,000) | $ (5,748,000) | ||||
Borrowings used to fund acquisition including fees and expenses | $ 10,000,000 | 238,500,000 | ||||
Number of quarters senior secured leverage ratio to be maintained | item | 4 | |||||
Number of quarters consolidated leverage ratio to be maintained | item | 4 | |||||
Information related to senior notes | ||||||
Accrued interest | $ 3,000,000 | 3,500,000 | ||||
Write-off of deferred debt financing costs | 5,400,000 | |||||
Prepayments and repurchases of long-term debt | 7,500,000 | 131,250,000 | ||||
Net deferred debt financing costs | $ 15,500,000 | 17,200,000 | ||||
Write-off of unamortized discount | 300,000 | |||||
Second quarter ending June 28, 2014 through the fourth quarter of 2015 | ||||||
Senior secured credit facility | ||||||
Maximum permissible consolidated leverage ratio | 7 | |||||
First quarter of 2016 through the fourth quarter of 2016 | ||||||
Senior secured credit facility | ||||||
Maximum permissible consolidated leverage ratio | 6.75 | |||||
First quarter of 2017 and thereafter | ||||||
Senior secured credit facility | ||||||
Maximum permissible consolidated leverage ratio | 6.50 | |||||
Minimum | ||||||
Senior secured credit facility | ||||||
Consolidated interest leverage ratio | 1.75 | |||||
Revolving credit loans | ||||||
Information related to long-term debt | ||||||
Commitment fees (as a percent) | 0.50% | |||||
Aggregate contractual maturities of long-term debt | ||||||
Total | $ 34,000,000 | |||||
Senior secured credit facility | ||||||
Outstanding letters of credit | $ 0 | |||||
Available borrowing capacity | $ 498,700,000 | |||||
Information related to senior notes | ||||||
Principal amount of debt repurchased | 215,000,000 | |||||
Write-off of deferred debt financing costs | 5,400,000 | |||||
Deferred financing costs capitalized | $ 5,700,000 | 5,700,000 | ||||
Debt financing costs, amortization period | 5 years | |||||
Revolving credit loans | LIBOR | ||||||
Senior secured credit facility | ||||||
Interest rate, description of reference rate | LIBOR | |||||
Letters of credit facility | ||||||
Information related to long-term debt | ||||||
Fronting fee (as a percent) | 0.25% | |||||
Senior secured credit facility | ||||||
Outstanding letters of credit | $ 1,300,000 | |||||
Maximum capacity available | $ 50,000,000 | |||||
Incremental term loan | Maximum | ||||||
Senior secured credit facility | ||||||
Senior secured leverage ratio after utilization of incremental facility | 4 | |||||
4.625% Senior notes due 2021 | ||||||
Information related to long-term debt | ||||||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | |||
Aggregate contractual maturities of long-term debt | ||||||
Total | $ 700,000,000 | $ 700,000,000 | ||||
Information related to senior notes | ||||||
Principal amount of notes | $ 700,000,000 | |||||
Debt issuance price (as a percent) | 100.00% | |||||
4.625% Senior notes due 2021 | Redemption period beginning June 1, 2016 | ||||||
Information related to senior notes | ||||||
Redemption price (as a percent) | 103.469% | |||||
4.625% Senior notes due 2021 | Redemption period on or after June 1, 2019 | ||||||
Information related to senior notes | ||||||
Redemption price (as a percent) | 100.00% | |||||
4.625% Senior notes due 2021 | Redemption period prior to June 1, 2016 | ||||||
Information related to senior notes | ||||||
Redemption price (as a percent) | 104.625% | |||||
4.625% Senior notes due 2021 | Maximum | Redemption period prior to June 1, 2016 | ||||||
Information related to senior notes | ||||||
Percentage of principal amount redeemed or which may redeem | 35.00% | |||||
Tranche A Term Loan | ||||||
Senior secured credit facility | ||||||
Outstanding letters of credit | $ 285,000,000 | |||||
Information related to senior notes | ||||||
Principal amount of debt repurchased | $ 121,900,000 | |||||
Deferred financing costs capitalized | $ 2,900,000 | $ 2,900,000 | ||||
Debt financing costs, amortization period | 5 years | |||||
Tranche A term loans due 2019 | ||||||
Aggregate contractual maturities of long-term debt | ||||||
2,015 | 7,500,000 | |||||
2,016 | 18,800,000 | |||||
2,017 | 26,200,000 | |||||
2,018 | 24,400,000 | |||||
2,019 | 76,900,000 | |||||
Thereafter | 146,200,000 | |||||
Total | $ 285,000,000 | $ 292,500,000 | ||||
Senior secured credit facility | ||||||
Interest rate at period end (as a percent) | 2.19% | |||||
Information related to senior notes | ||||||
Interest rate at period end (as a percent) | 2.19% | |||||
Prepayments and repurchases of long-term debt | $ 7,500,000 | |||||
Tranche A term loans due 2019 | Base rate | ||||||
Senior secured credit facility | ||||||
Interest rate, description of reference rate | base rate | |||||
Tranche A term loans due 2019 | Base rate | Minimum | ||||||
Information related to senior notes | ||||||
Interest rate added to variable base rate (as a percent) | 0.50% | |||||
Tranche A term loans due 2019 | Base rate | Maximum | ||||||
Information related to senior notes | ||||||
Interest rate added to variable base rate (as a percent) | 1.00% | |||||
Tranche A term loans due 2019 | LIBOR | ||||||
Senior secured credit facility | ||||||
Interest rate, description of reference rate | LIBOR | |||||
Tranche A term loans due 2019 | LIBOR | Minimum | ||||||
Information related to senior notes | ||||||
Interest rate added to variable base rate (as a percent) | 1.50% | |||||
Tranche A term loans due 2019 | LIBOR | Maximum | ||||||
Information related to senior notes | ||||||
Interest rate added to variable base rate (as a percent) | 2.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 28, 2014 | Jun. 28, 2014 | Jul. 04, 2015 | Jan. 03, 2015 | Oct. 31, 2013 | Jun. 04, 2013 | |
Financial assets and liabilities at fair value | ||||||
Interest accretion on contingent consideration | $ 432 | |||||
Changes in contingent consideration measured at level 3 | ||||||
Gain on change in fair value of contingent consideration | $ 8,206 | 8,206 | ||||
Rickland Orchards acquisition | ||||||
Financial assets and liabilities at fair value | ||||||
Minimum earn-out consideration payable upon achievement of growth targets | $ 0 | |||||
Maximum consideration payable upon achievement of specified operating results | 15,000 | |||||
Original fair value of contingent consideration | $ 0 | $ 7,600 | ||||
Interest accretion on contingent consideration | 400 | |||||
Level 3 | Rickland Orchards acquisition | ||||||
Changes in contingent consideration measured at level 3 | ||||||
Balance at beginning of year | 7,774 | |||||
Contingent consideration accretion expense | (432) | |||||
Gain on change in fair value of contingent consideration | $ (8,206) | |||||
4.625% Senior notes due 2021 | ||||||
Financial assets and liabilities at fair value | ||||||
Face amount of senior notes | $ 700,000 | |||||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | |||
Fair value measured on recurring basis | Tranche A term loans due 2019 | ||||||
Financial assets and liabilities at fair value | ||||||
Face amount of senior notes | $ 285,000 | $ 292,500 | ||||
Fair value measured on recurring basis | Carrying Value | Revolving credit loans | ||||||
Financial assets and liabilities at fair value | ||||||
Fair values and carrying amount of revolving credit loans, term loan and senior notes | 34,000 | |||||
Fair value measured on recurring basis | Carrying Value | Tranche A term loans due 2019 | ||||||
Financial assets and liabilities at fair value | ||||||
Fair values and carrying amount of revolving credit loans, term loan and senior notes | 284,447 | 291,857 | ||||
Fair value measured on recurring basis | Carrying Value | 4.625% Senior notes due 2021 | ||||||
Financial assets and liabilities at fair value | ||||||
Fair values and carrying amount of revolving credit loans, term loan and senior notes | 700,000 | 700,000 | ||||
Fair value measured on recurring basis | Fair Value | Revolving credit loans | Level 2 | ||||||
Financial assets and liabilities at fair value | ||||||
Fair values and carrying amount of revolving credit loans, term loan and senior notes | 34,000 | |||||
Fair value measured on recurring basis | Fair Value | Tranche A term loans due 2019 | Level 2 | ||||||
Financial assets and liabilities at fair value | ||||||
Fair values and carrying amount of revolving credit loans, term loan and senior notes | 285,000 | 292,500 | ||||
Fair value measured on recurring basis | Fair Value | 4.625% Senior notes due 2021 | Level 2 | ||||||
Financial assets and liabilities at fair value | ||||||
Fair values and carrying amount of revolving credit loans, term loan and senior notes | $ 693,000 | $ 675,500 |
Stockholder's Equity
Stockholder's Equity - May. 31, 2015 - USD ($) $ / shares in Units, $ in Millions | Total |
Stockholders' Equity | |
Issuance of stock (in shares) | 4,200,000 |
Share price (in dollars per share) | $ 30.60 |
Net proceeds from public offering | $ 126.2 |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Reclassification from accumulated other comprehensive loss | ||||
Amortization of prior service cost | $ 11 | $ 11 | $ 22 | $ 22 |
Amortization of unrecognized loss | 176 | 352 | ||
Income tax expense | 10,328 | 8,907 | 21,098 | 18,807 |
Net of tax | (237) | |||
Amount Reclassified from AOCL | ||||
Reclassification from accumulated other comprehensive loss | ||||
Amortization of prior service cost | 11 | 11 | 22 | 22 |
Amortization of unrecognized loss | 176 | 352 | ||
Total before tax | 187 | 11 | 374 | 22 |
Income tax expense | (69) | (4) | (137) | (8) |
Net of tax | $ 118 | $ 7 | $ 237 | $ 14 |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Loss (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Changes in accumulated other comprehensive loss | ||||
Beginning balance | $ (11,034) | |||
Other comprehensive loss before reclassifications | (112) | |||
Amounts reclassified from AOCL | 237 | |||
Other comprehensive income | $ 110 | $ 31 | 125 | $ 10 |
Ending balance | (10,909) | (10,909) | ||
Defined benefit pension plan | ||||
Changes in accumulated other comprehensive loss | ||||
Beginning balance | (10,787) | |||
Amounts reclassified from AOCL | 237 | |||
Other comprehensive income | 237 | |||
Ending balance | (10,550) | (10,550) | ||
Foreign Currency Translation Adjustments | ||||
Changes in accumulated other comprehensive loss | ||||
Beginning balance | (247) | |||
Other comprehensive loss before reclassifications | (112) | |||
Other comprehensive income | (112) | |||
Ending balance | $ (359) | $ (359) |
Pension Benefits (Details)
Pension Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Components of net periodic pension cost | ||||
Service cost-benefits earned during the period | $ 1,001 | $ 697 | $ 2,002 | $ 1,405 |
Interest cost on projected benefit obligation | 640 | 601 | 1,280 | 1,202 |
Expected return on plan assets | (1,042) | (1,085) | (2,084) | (2,169) |
Amortization of unrecognized prior service cost | 11 | 11 | 22 | 22 |
Amortization of unrecognized loss | 176 | 352 | ||
Net periodic pension cost | $ 786 | $ 224 | $ 1,572 | $ 460 |
Pension Benefits (Details 2)
Pension Benefits (Details 2) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jul. 04, 2015 | Jul. 04, 2015USD ($) | Jan. 02, 2016USD ($) | Jan. 03, 2015USD ($) | |
Pension Benefits | ||||
Employer contributions | $ 3.5 | |||
Multi-Employer Defined Benefit 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% | |||
Minimum | ||||
Multi-Employer Defined Benefit Pension Plan | ||||
Plan expected to increase (as a percent) | 5 | |||
Maximum | ||||
Multi-Employer Defined Benefit Pension Plan | ||||
Surcharges paid or expected to be paid | $ 0.1 | |||
Fiscal 2015 | Maximum | ||||
Multi-Employer Defined Benefit Pension Plan | ||||
Surcharges paid or expected to be paid | $ 0.1 |
Commitments and Contingencies46
Commitments and Contingencies (Details) $ in Thousands | Jul. 04, 2015USD ($) |
Future minimum lease payments under non-cancelable operating leases | |
2,015 | $ 3,700 |
2,016 | 7,501 |
2,017 | 5,204 |
2,018 | 5,169 |
2,019 | 5,243 |
Thereafter | 7,939 |
Total | $ 34,756 |
Commitments and Contingencies47
Commitments and Contingencies (Details 2) - Jul. 04, 2015 $ in Thousands | USD ($)item | USD ($)item |
Information related to Collective Bargaining Agreements | ||
Number of other collective bargaining agreements expiring within one year | item | 0 | |
Number of executive officers with employment agreements | item | 7 | |
Information related to Ortega and Las Palmas recall | ||
Cost impact of recall, net of expected insurance recoveries | $ 1,900 | |
Reduction of net sales | 1,200 | |
Cost of sales | 500 | |
Administrative costs | 200 | |
Accounts receivable reserves | $ 300 | 300 |
Insurance recoveries receivable | $ 5,000 | $ 5,000 |
Number of employees covered under collective bargaining agreements | ||
Information related to Collective Bargaining Agreements | ||
Number of employees | item | 344 | 344 |
Percentage of total employees covered under collective bargaining agreements | 35.00% | |
Total number of employees | ||
Information related to Collective Bargaining Agreements | ||
Number of employees | item | 988 | 988 |
Number of employees covered under collective bargaining agreements expiring with next 12 months | ||
Information related to Collective Bargaining Agreements | ||
Number of employees | item | 203 | 203 |
Collective bargaining agreements expiration period | 12 months | |
Number of employees covered under collective bargaining agreements with additional term | ||
Information related to Collective Bargaining Agreements | ||
Number of employees | item | 93 | 93 |
Collective bargaining agreements, additional term | 2 years |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Earnings per Share | ||||
Anti Dilutive Securities Excluded From Computation Of Weighted Average Shares Outstanding | 551,330 | |||
Weighted average shares outstanding: | ||||
Basic (in shares) | 56,627 | 53,654 | 55,193 | 53,652 |
Net effect of potentially dilutive share-based compensation awards (in shares) | 55,947 | 65,073 | 48,404 | 61,243 |
Diluted (in shares) | 56,683 | 53,719 | 55,241 | 53,713 |
Business and Credit Concentra49
Business and Credit Concentrations and Geographic Information (Details) - item | 6 Months Ended | 12 Months Ended | |
Jul. 04, 2015 | Jun. 28, 2014 | Jan. 03, 2015 | |
Business and Credit Concentrations | |||
Number of top customers | 10 | ||
Net sales | Consolidated net sales | |||
Business and Credit Concentrations | |||
Number of customers other than Wal-Mart accounting for more than 10% | 0 | 0 | |
Maximum percentage of net sales to foreign countries | 3.70% | 2.40% | |
Net sales | Consolidated net sales | Wal-Mart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 19.70% | 19.40% | |
Net sales | Consolidated net sales | Top ten customers | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 51.90% | 51.10% | |
Accounts receivable | Trade accounts receivables | |||
Business and Credit Concentrations | |||
Number of customers other than Wal-Mart accounting for more than 10% | 0 | 0 | |
Accounts receivable | Trade accounts receivables | Wal-Mart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 18.00% | 16.70% | |
Accounts receivable | Trade accounts receivables | Top ten customers | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 51.80% | 51.70% |
Share-Based Payments (Details)
Share-Based Payments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Option Activity [Abstract] | ||||
Compensation expense recognized for share-based payments | $ 1,334,000 | $ 1,177,000 | $ 2,517,000 | $ 1,742,000 |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk-free interest rate (as a percent) | 1.90% | |||
Dividend yield (as a percent) | 4.90% | |||
Cost of Sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Stock Option Activity [Abstract] | ||||
Compensation expense recognized for share-based payments | 168,000 | 209,000 | $ 428,000 | 494,000 |
Selling, General and Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Stock Option Activity [Abstract] | ||||
Compensation expense recognized for share-based payments | $ 1,166,000 | $ 968,000 | $ 2,089,000 | $ 1,248,000 |
Stock Option | ||||
Options | ||||
Outstanding at beginning of first fiscal 2015 (in shares) | 418,158 | |||
Granted ( in shares) | 133,172 | |||
Outstanding at end of second quarter of 2015 (in shares) | 551,330 | 551,330 | ||
Weighted Average Exercise Price | ||||
Outstanding at beginning of period (in dollar per share) | $ 30.94 | |||
Granted ( in dollars per share) | 27.89 | |||
Outstanding at end of period (in dollar per share) | $ 30.20 | $ 30.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 9 years 6 months | |||
Outstanding at end of fiscal | $ 284 | $ 284 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Weighted average grant date fair value (in dollars per share) | $ 6 | $ 6.74 | ||
Expected volatility (as a percent) | 36.00% | 34.80% | ||
Expected term | 6 years 6 months | 6 years 6 months | ||
Risk-free interest rate (as a percent) | 1.90% | |||
Dividend yield (as a percent) | 4.40% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Stock Option Activity [Abstract] | ||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1 | ||||
Share based compensation expense related to long-term incentive plans | ||||
Unrecognized compensation expense | 2,700,000 | $ 2,700,000 | ||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 9 months | |||
Stock Option | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk-free interest rate (as a percent) | 1.60% | |||
Dividend yield (as a percent) | 4.70% | |||
Performance share long Term incentive awards | ||||
Options | ||||
Exercised | 153,194 | 342,576 | ||
Forfeited | 3,488 | |||
Weighted Average Exercise Price | ||||
Exercised | $ 20.34 | |||
Forfeited (in dollars per share) | $ 27.60 | |||
Share based compensation expense related to long-term incentive plans | ||||
Unrecognized compensation expense | $ 2,800,000 | $ 2,800,000 | ||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 6 months |
Share-Based Payments (Details 2
Share-Based Payments (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Weighted Average Grant Date Fair Value | ||||
Total shares of common stock issued | 18,095 | 14,010 | 113,047 | 217,787 |
Other disclosure | ||||
Excess tax benefit recorded to additional paid in capital | $ 518 | $ 2,383 | ||
Performance share long Term incentive awards | ||||
Number of Shares | ||||
Balance at the beginning of the period (in shares) | 380,977 | |||
Granted (in shares) | 171,622 | |||
Vested (in shares) | (153,194) | (342,576) | ||
Forfeited (in shares) | (3,488) | |||
Balance at the end of the period (in shares) | 395,917 | 395,917 | ||
Weighted Average Grant Date Fair Value | ||||
Balance at the beginning of the period (in dollars per share) | $ 24.82 | |||
Granted (in dollars per share) | 23.86 | |||
Vested (in dollars per share) | 20.34 | |||
Forfeited (in dollars per share) | 27.60 | |||
Balance at the end of the period (in dollars per share) | $ 26.11 | $ 26.11 | ||
Percentage of target number of shares that may be earned scenario 1, maximum | 200.00% | 200.00% | ||
Number of performance shares vested | 153,194 | 342,576 | ||
Shares withheld to fund statutory minimum tax withholding | 58,242 | 138,799 | ||
Total shares of common stock issued | 94,952 | 203,777 | ||
Other disclosure | ||||
Excess tax benefit recorded to additional paid in capital | $ 518 | $ 2,383 | ||
Non-Employee Directors | ||||
Weighted Average Grant Date Fair Value | ||||
Total shares of common stock issued | 18,095 | 14,010 | 18,095 | 14,010 |
Net Sales by Brand (Details)
Net Sales by Brand (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 04, 2015 | Apr. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Net Sales by Brand | |||||
Net sales | $ 193,645 | $ 202,889 | $ 410,767 | $ 401,029 | |
Ortega | |||||
Net Sales by Brand | |||||
Net sales | 35,166 | 35,282 | 75,126 | 70,213 | |
Pirate Brands | |||||
Net Sales by Brand | |||||
Net sales | 18,752 | 20,321 | 41,788 | 40,697 | |
Maple Grove Farms of Vermont | |||||
Net Sales by Brand | |||||
Net sales | 19,017 | 18,959 | 38,841 | 37,175 | |
Mrs. Dash | |||||
Net Sales by Brand | |||||
Net sales | 16,484 | 15,837 | 33,511 | 32,768 | |
Cream of Wheat | |||||
Net Sales by Brand | |||||
Net sales | 11,710 | 10,014 | 28,695 | 28,572 | |
Bear Creek Country Kitchens | |||||
Net Sales by Brand | |||||
Net sales | 5,550 | 5,369 | 19,536 | 5,369 | |
Las Palmas | |||||
Net Sales by Brand | |||||
Net sales | 8,072 | 8,003 | 17,108 | 16,269 | |
Polaner | |||||
Net Sales by Brand | |||||
Net sales | 8,439 | 8,377 | 16,842 | 17,378 | |
Bloch & Guggenheimer | |||||
Net Sales by Brand | |||||
Net sales | 7,677 | 8,450 | 13,978 | 14,328 | |
New York Style | |||||
Net Sales by Brand | |||||
Net sales | 6,301 | 7,529 | 11,607 | 15,551 | |
B&M | |||||
Net Sales by Brand | |||||
Net sales | 7,409 | 8,205 | 11,007 | 12,109 | |
Spring Tree | |||||
Net Sales by Brand | |||||
Net sales | 4,760 | 3,680 | 10,112 | 3,680 | |
TrueNorth | |||||
Net Sales by Brand | |||||
Net sales | 5,400 | 5,386 | 10,106 | 11,181 | |
Underwood | |||||
Net Sales by Brand | |||||
Net sales | 4,519 | 4,632 | 9,082 | 9,159 | |
Ac'cent | |||||
Net Sales by Brand | |||||
Net sales | 4,379 | 4,484 | 8,785 | 8,965 | |
Rickland Orchards | |||||
Net Sales by Brand | |||||
Net sales | 1,047 | 7,142 | 2,115 | 15,789 | |
All other brands | |||||
Net Sales by Brand | |||||
Net sales | $ 28,963 | $ 31,219 | 62,528 | $ 61,826 | |
Ortega and Las Palmas Brands | |||||
Net Sales by Brand | |||||
Net sales | $ (400) | $ 1,200 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Millions | Jul. 10, 2015USD ($) |
Subsequent event | Spartan Foods of America, Inc. | |
Subsequent events | |
Purchase price | $ 50 |
Uncategorized Items - bgs-20150
Label | Element | Value |
Net Income (Loss) Available to Common Stockholders, Basic | us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic | $ 16,138 |
Net Income (Loss) Available to Common Stockholders, Basic | us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic | $ 18,748 |