B&G Foods (BGS) 10-Q 4 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jul. 02, 2016	Aug. 04, 2016
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. 2, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		62,656,314
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016
Current assets:
Cash and cash equivalents	$ 107,568	$ 5,246
Trade accounts receivable, net	71,243	69,712
Inventories	262,742	312,880
Prepaid expenses and other current assets	25,633	67,517
Income tax receivable	14,370	2,514
Deferred income taxes	5,209	5,292
Total current assets	486,765	463,161
Property, plant and equipment, net of accumulated depreciation of $157,790 and $146,337	163,743	163,642
Goodwill	472,545	473,145
Other intangibles, net	1,430,165	1,442,340
Other assets	3,240	1,332
Total assets	2,556,458	2,543,620
Current liabilities:
Trade accounts payable	38,562	49,593
Accrued expenses	30,179	31,233
Current portion of long-term debt	1,140	33,750
Income tax payable	2,933
Dividends payable	26,316	20,292
Total current liabilities	99,130	134,868
Long-term debt	1,545,999	1,697,771
Other liabilities	3,077	3,212
Deferred income taxes	285,795	250,084
Total liabilities	1,934,001	2,085,935
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; 62,656,314 and 57,976,744 shares issued and outstanding as of July 2, 2016 and January 2, 2016	627	580
Additional paid-in capital	263,978	162,568
Accumulated other comprehensive loss	(12,828)	(12,696)
Retained earnings	370,680	307,233
Total stockholders' equity	622,457	457,685
Total liabilities and stockholders' equity	$ 2,556,458	$ 2,543,620

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016
Consolidated Balance Sheets
Property, plant and equipment, accumulated depreciation (in dollars)	$ 157,790	$ 146,337
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	62,656,314	57,976,744
Common stock, shares outstanding	62,656,314	57,976,744

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Consolidated Statements of Operations
Net sales	$ 306,376	$ 193,645	$ 659,354	$ 410,767
Cost of goods sold	196,661	131,637	433,724	281,362
Gross profit	109,715	62,008	225,630	129,405
Operating expenses:
Selling, general and administrative expenses	33,886	19,197	73,524	42,045
Amortization expense	3,362	2,673	6,770	5,346
Impairment of intangible assets	5,405		5,405
Operating income	67,062	40,138	139,931	82,014
Other income and expenses:
Interest expense, net	18,426	11,062	37,561	22,601
Loss on extinguishment of debt			2,836
Other income	(371)		(2,300)
Income before income tax expense	49,007	29,076	101,834	59,413
Income tax expense	18,756	10,328	38,387	21,098
Net income	$ 30,251	$ 18,748	$ 63,447	$ 38,315
Weighted average shares outstanding:
Basic	62,645,894		60,823,288	55,192,798
Diluted	62,871,879		60,987,614	55,241,202
Earnings per share:
Basic and diluted earnings per share	$ 0.48	$ 0.33	$ 1.04	$ 0.69
Cash dividends declared per share	$ 0.42	$ 0.34	$ 0.84	$ 0.68

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Consolidated Statements of Comprehensive Income
Net income	$ 30,251	$ 18,748	$ 63,447	$ 38,315
Other comprehensive income (loss):
Foreign currency translation adjustments	(2,463)	(8)	(310)	(112)
Amortization of unrecognized prior service cost and pension deferrals, net of tax	89	118	178	237
Net current period other comprehensive income (loss)	(2,374)	110	(132)	125
Comprehensive income	$ 27,877	$ 18,858	$ 63,315	$ 38,440

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015
Cash flows from operating activities:
Net income	$ 63,447	$ 38,315
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,158	13,376
Amortization of deferred debt financing costs and bond discount	2,782	1,756
Deferred income taxes	35,667	9,233
Impairment of intangible assets	5,405
Loss on disposal of inventory	791
Loss on extinguishment of debt	2,836
Share-based compensation expense	3,116	2,517
Excess tax benefits from share-based compensation	(343)	(518)
Changes in assets and liabilities, net of effects of businesses acquired:
Trade accounts receivable	(1,156)	5,564
Inventories	50,668	(12,720)
Prepaid expenses and other current assets	41,830	563
Income tax receivable/payable	(8,536)	10,759
Other assets	(1,622)	15
Trade accounts payable	(11,706)	(7,241)
Accrued expenses	(1,129)	(1,898)
Other liabilities	465	(2,159)
Net cash provided by operating activities	200,673	57,562
Cash flows from investing activities:
Capital expenditures	(13,184)	(7,413)
Net cash used in investing activities	(13,184)	(7,413)
Cash flows from financing activities:
Repayments of long-term debt	(150,000)	(7,500)
Repayments of borrowings under revolving credit facility	(50,000)	(44,000)
Borrowings under revolving credit facility	10,000	10,000
Proceeds from Issuance of Common Stock	152,020	126,231
Dividends paid	(46,601)	(36,524)
Excess tax benefits from share-based compensation	343	518
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,410)	(1,750)
Net cash (used in) provided by financing activities	(85,648)	46,975
Effect of exchange rate fluctuations on cash and cash equivalents	481	(74)
Net increase in cash and cash equivalents	102,322	97,050
Cash and cash equivalents at beginning of period	5,246	1,490
Cash and cash equivalents at end of period	107,568	98,540
Supplemental disclosures of cash flow information:
Cash interest payments	35,646	21,311
Cash income tax payments	11,347	1,121
Non-cash transactions:
Dividends declared and not yet paid	26,316	$ 19,712
Accruals related to purchases of property, plant and equipment	$ 2,199

Nature of Operations

Nature of Operations	6 Months Ended
	Jul. 02, 2016
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 and frozen foods across the United States, Canada and Puerto Rico. Our products include frozen and canned vegetables, hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, pizza crusts, 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 , Green Giant , JJ Flats , Joan of Arc , Las Palmas , Le Sueur , MacDonald’s , Mama Mary’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 , 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. 02, 2016
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 53 rd 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 December 31, 2016 (fiscal 2016) and our fiscal year ended January 2, 2016 (fiscal 2015) each contain 52 weeks. Each quarter of fiscal 2016 and 2015 contains 13 weeks. Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended July 2, 2016 (second quarter and first two quarters of 2016) and July 4, 2015 (second quarter and first two quarters of 2015) 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 that are, in the opinion of management, necessary to present fairly our consolidated financial position as of July 2, 2016, and the results of our operations and comprehensive income for the second quarter and first two quarters of 2016 and 2015 and cash flows for the first two quarters of 2016 and 2015. Our results of operations for the second quarter and first two quarters of 2016 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 2015 filed with the SEC on March 2, 2016. Certain prior year amounts have been reclassified to conform to the current year presentation. (2) Summary of Significant Accounting Policies (continued) 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 fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; and the determination of the useful life of customer relationship and amortizable trademark intangibles. 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. N ewly Adopted 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. We adopted the provisions of this ASU at the beginning of fiscal 2016 and applied the required changes in accounting principle on a retrospective basis. Accordingly, in our consolidated balance sheet as of January 2, 2016 , $28.1 million of unamortized deferring financing costs were reclassified from other assets to long-term debt. The update impacted presentation and disclosure only, and therefore, the adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity. Recently Issued Accounting Standards In fiscal 2016, the FASB issued several new ASUs that provide for improvements to the revenue recognition accounting standard, including principal versus agent considerations, identifying performance obligations, licensing, narrow-scope improvements and practical expedients. The updates are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We are currently evaluating the impact of these new standards. In March 2016, the FASB issued a new ASU that provides for the simplification of several aspects of the accounting for share-based payment awards, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We are currently evaluating the impact of this new standard. In February 2016, the FASB issued a new ASU that requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current guidance. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We are currently evaluating the impact of this new standard. In November 2015, the FASB issued a new ASU that requires deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The update is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The update impacts balance sheet presentation and disclosure only, and therefore, the adoption of this ASU will not have any impact on our consolidated financial position, results of operations or liquidity.

Acquisitions

Acquisitions	6 Months Ended
	Jul. 02, 2016
Acquisitions.
Acquisitions	(3) Acquisitions On November 2, 2015, we completed the acquisition of the Green Giant and Le Sueur brands from General Mills, Inc. for a purchase price of $765 million in cash plus an inventory adjustment at closing of $57.8 million. We refer to this acquisition as the “ Green Giant acquisition.” In connection with the acquisition, as of July 2, 2016 and January 2, 2016, we had receivables related to an ongoing transition services agreement with General Mills, of $ 10.0 million and $52.6 million, respectively, included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. On July 10, 2015, we acquired Spartan Foods of America, Inc., and related entities, including the Mama Mary’s brand, from Linsalata Capital Partners and certain other sellers for a purchase price of $51.0 million in cash. We refer to this acquisition as the “ Mama Mary’s acquisition.” We have accounted for each of these acquisitions using the acquisition method of accounting and, accordingly, have included the assets acquired, liabilities assumed and results of operations in our consolidated financial statements from the respective 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 and amortizable trademarks acquired are amortized over 10 to 20 years. Seed technology assets acquired in the Green Giant acquisition are amortized over a period of 5 years. Goodwill and other intangible assets, except in the case of the Mama Mary’s acquisition, are deductible for income tax purposes. Inventory has been recorded at estimated selling price less costs of disposal and a reasonable selling 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 preliminary allocation of the Green Giant acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired and the liabilities assumed. We anticipate completing the purchase price allocation before or during the fourth quarter of fiscal 2016. Green Giant Acquisition (dollars in thousands): Purchase Price: Cash paid $ Total $ Preliminary Allocation: Trademarks—unamortizable intangible assets Inventory Goodwill Customer relationship intangibles—amortizable intangible assets Property, plant and equipment Seed technology intangibles—amortizable intangible assets Other working capital Total $ (3) Acquisitions (continued) The following table sets forth the allocation of the Mama Mary’s acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. During the second quarter of 2016, we recorded a purchase price allocation adjustment by decreasing goodwill and increasing other working capital by $0.6 million due to a change in our estimated accrued expenses as of the date of acquisition. Mama Mary’s Acquisition (dollars in thousands): Purchase Price: Cash paid $ Total $ Allocation: Trademarks—unamortizable intangible assets Goodwill Customer relationship intangibles—amortizable intangible assets Property, Plant and Equipment Short-term deferred income tax 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 2015 presents our operations as if the Green Giant acquisition had occurred as of the beginning of fiscal 2015. 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 and seed technology intangibles. Thirteen Weeks Ended Twenty-six Weeks Ended July 4, 2015 July 4, 2015 (dollars in thousands, except per share data) Net sales $ $ Net loss (1) $ $ Loss per share (1) $ $ (1) During the second quarter of 2015, General Mills recorded a $260 million impairment charge related to the Green Giant brand intangible asset. The pro forma information presented above does not purport to be indicative of the results that actually would have been attained had the Green Giant acquisition occurred as of the beginning of fiscal 2015, and is not intended to be a projection of future results. The Mama Mary’s acquisition was not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented.

Inventories

Inventories	6 Months Ended
	Jul. 02, 2016
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. (4) Inventories (continued) Inventories consist of the following, as of the dates indicated (in thousands): July 2, 2016 January 2, 2016 Raw materials and packaging $ $ Work-in-process Finished goods Total $ $

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Jul. 02, 2016
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): July 2, 2016 January 2, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable Intangible Assets Trademarks $ $ $ $ $ $ Customer relationships Seed technology $ $ $ $ $ $ Unamortizable Intangible Assets Goodwill $ $ Trademarks $ $ Amortization expense associated with amortizable intangible assets for the second quarter and first two quarters of 2016 was $ 3.4 million and $ 6.8 million, respectively, and is recorded in operating expenses. Amortization expense associated with amortizable intangible assets for the second quarter and first two quarters of 2015 was $2.7 million and $5.3 million, respectively. We expect to recognize an additional $6.5 million of amortization expense associated with our amortizable intangible assets during the remainder of fiscal 2016, and thereafter $ 12.8 million, $12.6 million, $12.5 million and $12.4 million of amortization expense in fiscal years 2017, 2018, 2019 and 2020, respectively . See Note 3, “Acquisitions.” Rickland Orchards. During the second quarter of 2016, we discontinued the Rickland Orchards brand because there was not sufficient demand to warrant continued production. Accordingly, we wrote off the related intangible assets and recorded non-cash impairment charges to amortizable trademarks and customer relationship intangibles of $4.5 million and $0.9 million, respectively, which are recorded in “Impairment of intangible assets” in the accompanying unaudited consolidated statement of operations. We also recorded a charge to cost of goods sold of approximately $0.8 million in connection with the write-off of raw material and finished goods inventory for the Rickland Orchards brand.

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jul. 02, 2016
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 2, 2016 January 2, 2016 Revolving credit loans $ — $ Tranche A term loans due 2019 Tranche B term loans due 2022 4.625% senior notes due 2021 Unamortized deferred financing costs Unamortized discount Total long-term debt, net of unamortized deferred financing costs and discount Current portion of long-term debt Long-term debt, net of unamortized deferred financing costs and discount, and excluding current portion $ $ As of July 2, 2016, the aggregate contractual maturities of long-term debt are as follows (in thousands): Years ending December: 2016 $ — 2017 2018 2019 2020 — Thereafter Total $ Senior Secured Credit Agreement. During the first quarter of 2016, we made an optional prepayment of $40.1 million aggregate principal amount of our tranche A term loans and $109.9 million aggregate principal amount of our tranche B term loans using the proceeds of a common stock offering. See Note 8, “Stockholders’ Equity.” At July 2, 2016, $233.6 million of tranche A term loans and $640.1 million of tranche B term loans were outstanding under our credit agreement. There were no revolving loans outstanding under the credit agreement at July 2, 2016. At July 2, 2016, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $2.0 million, was $498.0 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. $10.5 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. The entire $640.1 million principal amount of tranche B term loans outstanding are due and payable at maturity on November 2, 2022. We may prepay the 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. (6) Long-Term Debt (continued) 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 2, 2016, the tranche A term loan interest rate was approximately 2.45% . There were no outstanding borrowings under the revolving credit facility at July 2, 2016. Interest under the tranche B 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 of 2.00% , and LIBOR plus an applicable margin of 3.00% . At July 2, 2016, the tranche B term loan interest rate was approximately 3.75% . Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property. The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens. The credit agreement also contains certain financial maintenance covenants, which, among other things, specify 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 6.75 to 1.00 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 2, 2016, 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% S enior 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 senior notes is payable on June 1 and December 1 of each year. The senior notes will mature on June 1, 2021, unless earlier retired or redeemed. We may redeem some or all of the 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. In addition, if we undergo a change of control or upon certain asset sales, we may be required to offer to repurchase the 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 senior notes through cash repurchases of the senior notes and/or exchanges of the 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 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 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 (6) Long-Term Debt (continued) 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 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 2, 2016, we were in compliance with all of the covenants in the indenture governing the 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. 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. See Note 16, “Guarantor and Non-Guarantor Financial Information.” Accrued Interest . At July 2, 2016 and January 2, 2016, accrued interest of $ 4.9 million and $5.7 million, respectively, is included in accrued expenses in the accompanying unaudited consolidated balance sheets. Loss on Extinguishment of Debt . During the first quarter of 2016, we incurred a loss on extinguishment of debt in connection with the repayment of $40.1 million aggregate principal amount of our tranche A term loans and $109.9 million aggregate principal amount of our tranche B term loans. The loss on extinguishment includes the write-off of deferred debt financing costs of $2.2 million and the write-off of unamortized discount of $0.6 million.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jul. 02, 2016
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, income tax payable 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. (7) Fair Value Measurements (continued) The carrying values and fair values of our revolving credit loans, term loans and senior notes as of July 2, 2016 and January 2, 2016 are as follows (in thousands): July 2, 2016 January 2, 2016 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans — — (1) Tranche A term loans due 2019 (2) (1) (2) (1) Tranche B term loans due 2022 (3) (1) (3) (1) 4.625% senior notes due 2021 (4) (4) (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 2, 2016 and January 2, 2016, the face amounts of the tranche A term loans were $233.6 million and $273.8 million, respectively. (3) The carrying values of the tranche B term loans are net of discount. At July 2, 2016 and January 2, 2016, the face amounts of the tranche B term loans were $640.1 million and $750.0 million, respectively. (4) Fair values are estimated based on quoted market prices. There was no Level 3 activity during the second quarter or first two quarters of 2016 or 2015.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jul. 02, 2016
Capital Stock
Stockholder's Equity	(8) Stockholders’ Equity Common Stock Offering. On March 15, 2016, we completed an underwritten public offering of 4,600,000 shares of our common stock at a price to the public of $33.55 per share. The proceeds of the offering were $152.0 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 the net proceeds of the offering to repay a portion of our long-term debt. See Note 6, “Long-Term Debt.”

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss	6 Months Ended
	Jul. 02, 2016
Accumulated Other Comprehensive Loss.
Accumulated Other Comprehensive Loss	(9) Accumulated Other Comprehensive Loss The reclassifications from accumulated other comprehensive loss (AOCL) for the second quarter and first two quarters of 2016 and 2015 are as follows (in thousands): Amounts Reclassified from AOCL Thirteen Weeks Ended Twenty-six Weeks Ended Affected Line Item in July 2, July 4, July 2, July 4, the Statement Where Details about AOCL Components 2016 2015 2016 2015 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized 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. (9) Accumulated Other Comprehensive Loss (continued) Changes in AOCL for the first two quarters of 2016 are as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items 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. 02, 2016
Pension Benefits
Pension Benefits	(10) Pension Benefits Company Sponsored Defined Benefit Pension Plans . Net periodic pension cost for company sponsored defined benefit pension plans for the second quarter and first two quarters of 2016 and 2015 include the following components (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 4, July 2, July 4, 2016 2015 2016 2015 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 2016, we made $3.5 million of defined benefit pension plan contributions. We do not plan to make additional contributions during the remainder of fiscal 2016. 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. 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. B&G Foods made contributions to the plan of $0.4 million in the first two quarters of 2016 and expects to pay surcharges of less than $0.1 million in fiscal 2016 assuming consistent hours are worked. B&G Foods contributed $0.8 million in fiscal 2015 and paid less than $0.1 million in surcharges. These contributions represented less than five percent of total contributions made to the plan.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jul. 02, 2016
Commitments and Contingencies
Commitments and Contingencies	(11) Commitments and Contingencies Operating Leases . As of July 2, 2016, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial lease terms in excess of one year) for the periods set forth below were as follows (in thousands): Fiscal year ending: 2016 $ 2017 2018 2019 2020 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. B&G Foods has been named as a defendant in a putative class action lawsuit filed by The Weston Firm on behalf of Troy Walker in August 2015 in the United States District Court for the Northern District of California. The lawsuit alleges that our company has violated California’s Consumer Legal Remedies Act and Unfair Competition Law, with respect to the advertising, marketing and labeling of certain Ortega taco shells. Specifically, the plaintiff alleges, among other things, that the products are deceptively marketed because the products are labeled “0g trans fat” on the front of the package and contain partially hydrogenated oil. The complaint seeks monetary damages, injunctive relief and attorneys’ fees. We have been vigorously defending this lawsuit and believe that the plaintiff’s claims are without merit and that the products are and have at all times been properly labeled in compliance with applicable law. We also believe the claims are moot because, among other things, we began transitioning away from partially hydrogenated oil in these products before first being contacted by The Weston Firm and we no longer use partially hydrogenated oil in these products. On February 8, 2016, the court ruled on our motion to dismiss, dismissing all of the plaintiff’s labeling claims and agreeing with our position that any claim for removal of partially hydrogenated oil would be moot after B&G Foods has done so. Under the court’s ruling, the plaintiff’s only surviving claims relate to his alleged use of these products. These claims have been stayed, however, pending further guidance from the FDA, which has already stated that companies may continue to use partially hydrogenated oil through at least 2018. The plaintiff attempted to appeal the dismissal order, however, the Ninth Circuit granted B&G Foods’ motion to dismiss the appeal and sanctioned the plaintiff and his counsel. Based upon information currently available, we do not believe the ultimate resolution of this matter will have a material adverse effect on B&G Foods’ consolidated financial position, results of operations or liquidity. Environmental. We are subject to environmental laws and regulations in the normal course of business. We did not make any material expenditures during the first two quarters of 2016 or 2015 in order to comply with environmental laws and regulations. Based on our experience to date, management believes that the future cost of compliance with existing environmental laws and regulations (and liability for any known environmental conditions) will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims. (11) Commitments and Contingencies (continued) Collective Bargaining Agreements. As of July 2, 2016, approximately 1,194 of our 1,967 employees, or 61% , were covered by collective bargaining agreements, of which approximately 83 were covered by a collective bargaining agreement expiring within the next 12 months. Our collective bargaining agreement with the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union, AFL-CIO, Local No. 334 that covers certain employees at our Portland, Maine manufacturing facility is scheduled to expire on April 29, 2017. We expect to begin negotiations for a new collective bargaining agreement during the fourth quarter of 2016 or the first quarter of 2017. 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 Portland, Maine 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 one year. Severance and Change of Control Agreements. We have employment agreements with each of our seven executive officers. The agreements generally continue until terminated by the executive or by us, and provide for severance payments under certain circumstances, including termination by us without cause (as defined in the agreements) or as a result of the employee’s death or disability, or termination by us or a deemed termination upon a change of control (as defined in the agreements). Severance benefits 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. There was no cost impact of this recall during the first two quarters of 2016, and we do not expect future expenses, if any, to be material.

Earnings per Share

Earnings per Share	6 Months Ended
	Jul. 02, 2016
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 2016 there were 22,692 and for the second quarter of 2015 there were 551,330 (12) Earnings per Share (continued) shares of common stock issuable upon the exercise of stock options excluded from 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 2, July 4, July 2, July 4, 2016 2015 2016 2015 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. 02, 2016
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 56.9% and 51.9% of consolidated net sales for the first two quarters of 2016 and 2015, respectively. Our top ten customers accounted for approximately 50.9% and 53.5% of our consolidated trade accounts receivables as of July 2, 2016 and January 2, 2016, respectively. Other than Wal-Mart, which accounted for 25.8% and 19.7% of our consolidated net sales for the first two quarters of 2016 and 2015, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first two quarters of 2016 or 2015. Other than Wal-Mart, which accounted for 17.9% and 19.3% of our consolidated trade accounts receivables as of July 2, 2016 and January 2, 2016 , respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of July 2, 2016, 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 2016 and 2015, our sales to customers in foreign countries represented approximately 8.4% and 3.7% , respectively, of net sales. Our foreign sales are primarily to customers in Canada.

Share-Based Payments

Share-Based Payments	6 Months Ended
	Jul. 02, 2016
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 LTIAs 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 and may elect to receive a portion of their annual cash retainer in stock options. (14) Share-Based Payments (continued) The following table details our stock option activity for the first two quarters of fiscal 2016 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at beginning of fiscal 2016 501,698 $ Granted 218,491 $ Exercised — — Forfeited — — Outstanding at end of second quarter of 2016 720,189 $ 8.8 $ 6,522 Exercisable at end of second quarter of 2016 — — — — 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. 2016 2015 Weighted average grant date fair value $ 5.26 $ 6.00 Expected volatility 27.7% 36.0% Expected term 5.5 - 6.5 years 6.5 years Risk-free interest rate 1.5% - 1.7% 1.6% - 1.9% Dividend yield 3.9% - 4.9% 4.7% - 4.9% 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 2016 and 2015 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 4, July 2, July 4, Consolidated Statements of Operations Location 2016 2015 2016 2015 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 2, 2016 , there was $ 5.8 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2 .5 years and $2.4 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 2.75 years. (14) Share-Based Payments (continued) The following table details the activity in our non-vested performance share LTIAs for the first two quarters of 2016: Weighted Average Number of Grant Date Fair Performance Shares (1) Value (per share) (2) Beginning of fiscal 2016 $ Granted $ Vested $ Forfeited — $ — End of first quarter of 2016 $ (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 2016 and 2015 upon the vesting of performance share LTIAs and other share-based payments (dollars in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 4, July 2, July 4, 2016 2015 2016 2015 Number of performance shares vested — — Shares withheld to fund statutory minimum tax withholding — — Shares of common stock issued for performance share LTIAs — — 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. 02, 2016
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 2, July 4, July 2, July 4, 2016 2015 2016 2015 Brand: (1) Green Giant (2) $ $ — $ $ — Ortega Pirate Brands Maple Grove Farms of Vermont Mrs. Dash Cream of Wheat Mama Mary’s (3) — — Bear Creek Country Kitchens Las Palmas Polaner New York Style Bloch & Guggenheimer B&M Ac'cent Underwood Spring Tree All other brands Total $ $ $ $ (1) Table includes net sales for each of our brands whose fiscal 2015 net sales were equal to or exceeded 2% of our total fiscal 2016 or fiscal 2015 net sales and for all other brands in the aggregate. 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) We completed the Green Giant acquisition on November 2, 2015. (3) We completed the Mama Mary’s acquisition on July 10, 2015.

Guarantor and Non-Guarantor Fin

Guarantor and Non-Guarantor Financial Information	6 Months Ended
	Jul. 02, 2016
Guarantor and Non-Guarantor Financial Information
Guarantor and Non-Guarantor Financial Information	(16) Guarantor and Non-Guarantor Financial Information As further discussed in Note 6, “Long-Term Debt,” our obligations under the 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, which we refer to in this note as the guarantor subsidiaries. Our foreign subsidiaries, which we refer to in this note as the non-guarantor subsidiaries, do not guarantee the senior notes. The following condensed consolidating financial information presents the condensed consolidating balance sheet as of July 2, 2016 and January 2, 2016, the related condensed consolidating statement of operations for the thirteen weeks and twenty-six weeks ended July 2, 2016, and the related condensed consolidating statement of cash flows for the twenty-six weeks ended July 2, 2016 for: 1. B&G Foods, Inc. (the Parent), 2. the guarantor subsidiaries, 3. the non-guarantor subsidiaries, and 4. the Parent and all of its subsidiaries on a consolidated basis. (16) Guarantor and Non-Guarantor Financial Information (Continued) The information includes elimination entries necessary to consolidate the Parent with the guarantor subsidiaries and non-guarantor subsidiaries. The guarantor subsidiaries and non-guarantor subsidiaries are presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial information for each of the guarantor subsidiaries and non-guarantor subsidiaries are not presented because management believes such financial statements would not be meaningful to investors. Condensed Consolidating Balance Sheet As of July 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ $ $ — $ Trade accounts receivable, net — — Inventories, net — — Prepaid expenses and other current assets — — Income tax receivable — — Deferred income taxes — — Intercompany receivables — — Total current assets — Property, plant and equipment, net — — Goodwill — — — Other intangibles, net — — — Other assets — — Investments in subsidiaries — — Total assets $ $ $ $ $ Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ $ $ — $ Accrued expenses — — Current portion of long-term debt — — — Income tax payable — — — Dividends payable — — — Intercompany payables — — Total current liabilities Long-term debt — — Other liabilities — — — Deferred income taxes — — — Total liabilities Stockholders' Equity: Preferred stock — — — — — Common stock — — — Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ (16) Guarantor and Non-Guarantor Financial Information (Continued) Condensed Consolidating Balance Sheet As of January 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ $ $ — $ Trade accounts receivable, net — — Inventories, net — — Prepaid expenses and other current assets — — Income tax receivable — Deferred income taxes — Intercompany receivables — — — Total current assets — Property, plant and equipment, net — — Goodwill — — — Other intangibles, net — — — Other assets — — — Investments in subsidiaries — — Total assets $ $ $ $ $ Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ $ $ — $ Accrued expenses — Current portion of long-term debt — — — Income tax payable — — — — — Dividends payable — — — Intercompany payables — — — Total current liabilities Long-term debt — — Other liabilities — — — Deferred income taxes — — Total liabilities Stockholders' Equity: Preferred stock — — — — — Common stock — — — Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ (16) Guarantor and Non-Guarantor Financial Information (Continued) Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended July 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ $ Cost of goods sold — Gross profit — — Operating expenses: Selling, general and administrative expenses — — Amortization expense — — — Impairment of intangible assets — — — Operating income — — Other income and expenses: Interest expense, net — — — Loss on extinguishment of debt — — — — — Other income — — — Income before income tax expense — — Income tax expense — — Equity in earnings of subsidiaries — — Net income $ $ $ $ $ Comprehensive income $ $ $ $ $ Condensed Consolidating Statement of Operations and Comprehensive Income Twenty-six Weeks Ended July 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ $ Cost of goods sold — Gross profit — — Operating expenses: Selling, general and administrative expenses — — Amortization expense — — — Impairment of intangible assets — — Operating income — — Other income and expenses: Interest expense, net — — — Loss on extinguishment of debt — — — Other income — — — Income before income tax expense — — Income tax expense — — Equity in earnings of subsidiaries — — Net income $ $ $ $ $ Comprehensive income $ $ $ $ $ (16) Guarantor and Non-Guarantor Financial Information (Continued) Condensed Consolidating Statement of Cash Flows Twenty-six Weeks Ended July 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ $ $ — $ Cash flows from investing activities: Capital expenditures — — Net cash used in investing activities — — Cash flows from financing activities: Repayments of long-term debt — — — Repayments of borrowings under revolving credit facility — — — Borrowings under revolving credit facility — — — Proceeds from issuance of common stock, net — — — Dividends paid — — — Excess tax benefits from share-based compensation — — — Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — — — Intercompany transactions — — Net cash used in financing activities — — Effect of exchange rate fluctuations on cash and cash equivalents — — — Net increase in cash and cash equivalents — — Cash and cash equivalents at beginning of year — — Cash and cash equivalents at end of period $ — $ $ $ — $

Subsequent Event

Subsequent Event	6 Months Ended
	Jul. 02, 2016
Subsequent Event.
Subsequent Event	(17) Subsequent Event Restructuring . On July 6, 2016, we announced our intention to close our Spartanburg, South Carolina manufacturing and warehouse facilities and move our Mama Mary’s operations to our manufacturing facility in Yadkinville, North Carolina during the third and fourth quarters of 2016. This decision is consistent with our ongoing efforts to reduce excess production capacity, improve productivity and operating efficiencies and reduce overall costs. In connection with the restructuring, we expect to record during the third and fourth quarters of 2016 a charge for employee severance and other employee costs of approximately $0.8 million and a non-cash write-off of equipment of approximately $0.3 million.

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jul. 02, 2016
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 53 rd 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 December 31, 2016 (fiscal 2016) and our fiscal year ended January 2, 2016 (fiscal 2015) each contain 52 weeks. Each quarter of fiscal 2016 and 2015 contains 13 weeks.
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended July 2, 2016 (second quarter and first two quarters of 2016) and July 4, 2015 (second quarter and first two quarters of 2015) 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 that are, in the opinion of management, necessary to present fairly our consolidated financial position as of July 2, 2016, and the results of our operations and comprehensive income for the second quarter and first two quarters of 2016 and 2015 and cash flows for the first two quarters of 2016 and 2015. Our results of operations for the second quarter and first two quarters of 2016 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 2015 filed with the SEC on March 2, 2016. Certain prior year amounts have been reclassified to conform to the current year presentation. (2) Summary of Significant Accounting Policies (continued)
Use of Estimates	(2) Summary of Significant Accounting Policies (continued) 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 fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; and the determination of the useful life of customer relationship and amortizable trademark intangibles. 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	Newly Adopted 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. We adopted the provisions of this ASU at the beginning of fiscal 2016 and applied the required changes in accounting principle on a retrospective basis. Accordingly, in our consolidated balance sheet as of January 2, 2016 , $28.1 million of unamortized deferring financing costs were reclassified from other assets to long-term debt. The update impacted presentation and disclosure only, and therefore, the adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity. Recently Issued Accounting Standards In fiscal 2016, the FASB issued several new ASUs that provide for improvements to the revenue recognition accounting standard, including principal versus agent considerations, identifying performance obligations, licensing, narrow-scope improvements and practical expedients. The updates are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We are currently evaluating the impact of these new standards. In March 2016, the FASB issued a new ASU that provides for the simplification of several aspects of the accounting for share-based payment awards, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We are currently evaluating the impact of this new standard. In February 2016, the FASB issued a new ASU that requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current guidance. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We are currently evaluating the impact of this new standard. In November 2015, the FASB issued a new ASU that requires deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The update is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The update impacts balance sheet presentation and disclosure only, and therefore, the adoption of this ASU will not have any impact on our consolidated financial position, results of operations or liquidity.

Acquisitions (Tables)

Acquisitions (Tables)	6 Months Ended
	Jul. 02, 2016
Business Acquisition
Schedule of unaudited pro forma summary of operations	Thirteen Weeks Ended Twenty-six Weeks Ended July 4, 2015 July 4, 2015 (dollars in thousands, except per share data) Net sales $ $ Net loss (1) $ $ Loss per share (1) $ $
Green Giant
Business Acquisition
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired	Green Giant Acquisition (dollars in thousands): Purchase Price: Cash paid $ Total $ Preliminary Allocation: Trademarks—unamortizable intangible assets Inventory Goodwill Customer relationship intangibles—amortizable intangible assets Property, plant and equipment Seed technology intangibles—amortizable intangible assets Other working capital Total $
Mama Mary's
Business Acquisition
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired	Mama Mary’s Acquisition (dollars in thousands): Purchase Price: Cash paid $ Total $ Allocation: Trademarks—unamortizable intangible assets Goodwill Customer relationship intangibles—amortizable intangible assets Property, Plant and Equipment Short-term deferred income tax assets Other working capital Long-term deferred income tax liabilities, net Total $

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jul. 02, 2016
Inventories
Summary of Inventories	(4) Inventories (continued) Inventories consist of the following, as of the dates indicated (in thousands): July 2, 2016 January 2, 2016 Raw materials and packaging $ $ Work-in-process Finished goods Total $ $

Goodwill and Other Intangible27

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Jul. 02, 2016
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): July 2, 2016 January 2, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Amortizable Intangible Assets Trademarks $ $ $ $ $ $ Customer relationships Seed technology $ $ $ $ $ $ Unamortizable Intangible Assets Goodwill $ $ Trademarks $ $

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jul. 02, 2016
Long-Term Debt
Schedule of Long-term debt	Long-term debt consists of the following, as of the dates indicated (in thousands): July 2, 2016 January 2, 2016 Revolving credit loans $ — $ Tranche A term loans due 2019 Tranche B term loans due 2022 4.625% senior notes due 2021 Unamortized deferred financing costs Unamortized discount Total long-term debt, net of unamortized deferred financing costs and discount Current portion of long-term debt Long-term debt, net of unamortized deferred financing costs and discount, and excluding current portion $ $
Schedule of aggregate contractual maturities of long-term debt	As of July 2, 2016, the aggregate contractual maturities of long-term debt are as follows (in thousands): Years ending December: 2016 $ — 2017 2018 2019 2020 — Thereafter Total $

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jul. 02, 2016
Fair Value Measurements
Summary of carrying values and fair values of our revolving credit loans, term loans and senior notes	(7) Fair Value Measurements (continued) The carrying values and fair values of our revolving credit loans, term loans and senior notes as of July 2, 2016 and January 2, 2016 are as follows (in thousands): July 2, 2016 January 2, 2016 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans — — (1) Tranche A term loans due 2019 (2) (1) (2) (1) Tranche B term loans due 2022 (3) (1) (3) (1) 4.625% senior notes due 2021 (4) (4) (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 2, 2016 and January 2, 2016, the face amounts of the tranche A term loans were $233.6 million and $273.8 million, respectively. (3) The carrying values of the tranche B term loans are net of discount. At July 2, 2016 and January 2, 2016, the face amounts of the tranche B term loans were $640.1 million and $750.0 million, respectively. (4) Fair values are estimated based on quoted market prices.

Accumulated Other Comprehensi30

Accumulated Other Comprehensive Loss (Tables)	6 Months Ended
	Jul. 02, 2016
Accumulated Other Comprehensive Loss.
Schedule of reclassification from accumulated other comprehensive loss	The reclassifications from accumulated other comprehensive loss (AOCL) for the second quarter and first two quarters of 2016 and 2015 are as follows (in thousands): Amounts Reclassified from AOCL Thirteen Weeks Ended Twenty-six Weeks Ended Affected Line Item in July 2, July 4, July 2, July 4, the Statement Where Details about AOCL Components 2016 2015 2016 2015 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized 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. (9) Accumulated Other Comprehensive Loss (continued)
Schedule of changes in accumulated other comprehensive loss	(9) Accumulated Other Comprehensive Loss (continued) Changes in AOCL for the first two quarters of 2016 are as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items 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. 02, 2016
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 cost for company sponsored defined benefit pension plans for the second quarter and first two quarters of 2016 and 2015 include the following components (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 4, July 2, July 4, 2016 2015 2016 2015 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. 02, 2016
Commitments and Contingencies
Summary of future minimum lease payments under non-cancelable operating leases	Operating Leases . As of July 2, 2016, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial lease terms in excess of one year) for the periods set forth below were as follows (in thousands): Fiscal year ending: 2016 $ 2017 2018 2019 2020 Thereafter Total $

Earnings per Share (Tables)

Earnings per Share (Tables)	6 Months Ended
	Jul. 02, 2016
Earnings per Share
Schedule of calculations related to basic and diluted earning per share	Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 4, July 2, July 4, 2016 2015 2016 2015 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. 02, 2016
Share-Based Payments
Schedule of stock option activity	(14) Share-Based Payments (continued) The following table details our stock option activity for the first two quarters of fiscal 2016 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at beginning of fiscal 2016 501,698 $ Granted 218,491 $ Exercised — — Forfeited — — Outstanding at end of second quarter of 2016 720,189 $ 8.8 $ 6,522 Exercisable at end of second quarter of 2016 — — — —
Schedule of stock options, valuation assumption	2016 2015 Weighted average grant date fair value $ 5.26 $ 6.00 Expected volatility 27.7% 36.0% Expected term 5.5 - 6.5 years 6.5 years Risk-free interest rate 1.5% - 1.7% 1.6% - 1.9% Dividend yield 3.9% - 4.9% 4.7% - 4.9%
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 2016 and 2015 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 4, July 2, July 4, Consolidated Statements of Operations Location 2016 2015 2016 2015 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	Weighted Average Number of Grant Date Fair Performance Shares (1) Value (per share) (2) Beginning of fiscal 2016 $ Granted $ Vested $ Forfeited — $ — End of first quarter of 2016 $ (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 2016 and 2015 upon the vesting of performance share LTIAs and other share-based payments (dollars in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 4, July 2, July 4, 2016 2015 2016 2015 Number of performance shares vested — — Shares withheld to fund statutory minimum tax withholding — — Shares of common stock issued for performance share LTIAs — — 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. 02, 2016
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 2, July 4, July 2, July 4, 2016 2015 2016 2015 Brand: (1) Green Giant (2) $ $ — $ $ — Ortega Pirate Brands Maple Grove Farms of Vermont Mrs. Dash Cream of Wheat Mama Mary’s (3) — — Bear Creek Country Kitchens Las Palmas Polaner New York Style Bloch & Guggenheimer B&M Ac'cent Underwood Spring Tree All other brands Total $ $ $ $ (1) Table includes net sales for each of our brands whose fiscal 2015 net sales were equal to or exceeded 2% of our total fiscal 2016 or fiscal 2015 net sales and for all other brands in the aggregate. 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) We completed the Green Giant acquisition on November 2, 2015. (3) We completed the Mama Mary’s acquisition on July 10, 2015.

Guarantor and Non-Guarantor F36

Guarantor and Non-Guarantor Financial Information (Tables)	6 Months Ended
	Jul. 02, 2016
Guarantor and Non-Guarantor Financial Information
Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet As of July 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ $ $ — $ Trade accounts receivable, net — — Inventories, net — — Prepaid expenses and other current assets — — Income tax receivable — — Deferred income taxes — — Intercompany receivables — — Total current assets — Property, plant and equipment, net — — Goodwill — — — Other intangibles, net — — — Other assets — — Investments in subsidiaries — — Total assets $ $ $ $ $ Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ $ $ — $ Accrued expenses — — Current portion of long-term debt — — — Income tax payable — — — Dividends payable — — — Intercompany payables — — Total current liabilities Long-term debt — — Other liabilities — — — Deferred income taxes — — — Total liabilities Stockholders' Equity: Preferred stock — — — — — Common stock — — — Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ (16) Guarantor and Non-Guarantor Financial Information (Continued) Condensed Consolidating Balance Sheet As of January 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ $ $ — $ Trade accounts receivable, net — — Inventories, net — — Prepaid expenses and other current assets — — Income tax receivable — Deferred income taxes — Intercompany receivables — — — Total current assets — Property, plant and equipment, net — — Goodwill — — — Other intangibles, net — — — Other assets — — — Investments in subsidiaries — — Total assets $ $ $ $ $ Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ $ $ — $ Accrued expenses — Current portion of long-term debt — — — Income tax payable — — — — — Dividends payable — — — Intercompany payables — — — Total current liabilities Long-term debt — — Other liabilities — — — Deferred income taxes — — Total liabilities Stockholders' Equity: Preferred stock — — — — — Common stock — — — Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)	Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended July 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ $ Cost of goods sold — Gross profit — — Operating expenses: Selling, general and administrative expenses — — Amortization expense — — — Impairment of intangible assets — — — Operating income — — Other income and expenses: Interest expense, net — — — Loss on extinguishment of debt — — — — — Other income — — — Income before income tax expense — — Income tax expense — — Equity in earnings of subsidiaries — — Net income $ $ $ $ $ Comprehensive income $ $ $ $ $ Condensed Consolidating Statement of Operations and Comprehensive Income Twenty-six Weeks Ended July 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ $ Cost of goods sold — Gross profit — — Operating expenses: Selling, general and administrative expenses — — Amortization expense — — — Impairment of intangible assets — — Operating income — — Other income and expenses: Interest expense, net — — — Loss on extinguishment of debt — — — Other income — — — Income before income tax expense — — Income tax expense — — Equity in earnings of subsidiaries — — Net income $ $ $ $ $ Comprehensive income $ $ $ $ $
Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statement of Cash Flows Twenty-six Weeks Ended July 2, 2016 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ $ $ — $ Cash flows from investing activities: Capital expenditures — — Net cash used in investing activities — — Cash flows from financing activities: Repayments of long-term debt — — — Repayments of borrowings under revolving credit facility — — — Borrowings under revolving credit facility — — — Proceeds from issuance of common stock, net — — — Dividends paid — — — Excess tax benefits from share-based compensation — — — Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — — — Intercompany transactions — — Net cash used in financing activities — — Effect of exchange rate fluctuations on cash and cash equivalents — — — Net increase in cash and cash equivalents — — Cash and cash equivalents at beginning of year — — Cash and cash equivalents at end of period $ — $ $ $ — $

Summary of Significant Accoun37

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jul. 02, 2016	Dec. 31, 2016	Jan. 02, 2016
Information related to useful life of property, plant and equipment
Number of weeks in fiscal year		364 days	364 days
Number of weeks in each fiscal quarter		91 days	91 days
Prepaid expenses and other current assets	$ 25,633		$ 67,517
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
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

Summary of Significant Accoun38

Summary of Significant Accounting Policies - Newly Adopted Accounting Standards (Details) - Accounting Standards Update 201503 - Restatement Adjustment $ in Millions	Jan. 02, 2016USD ($)
Newly Adopted Accounting Standards
Other assets	$ (28.1)
Long-term debt	$ 28.1

Acquisitions (Details)

Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 02, 2015	Jul. 10, 2015	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015	Mar. 15, 2016	Jan. 02, 2016
Purchase Price:
Share Price							$ 33.55
Allocation:
Goodwill			$ 472,545		$ 472,545			$ 473,145
Unaudited Pro Forma Summary of Operations
Net sales				$ 337,411		$ 695,920
Net income				$ (136,069)		$ (110,935)
Basic and diluted earnings per share				$ (2.40)		$ (2.01)
Net sales			306,376	$ 193,645	659,354	$ 410,767
General Mills Inc
Business Acquisition
Receivables related to an ongoing transition services agreement			10,000		$ 10,000			$ 52,600
Customer relationship | Minimum
Business Acquisition
Estimated useful life					10 years
Customer relationship | Maximum
Business Acquisition
Estimated useful life					20 years
Mama Mary's
Business Acquisition
Purchase price allocation adjustment decreasing goodwill and increasing other working capital			600
Purchase Price:
Cash paid		$ 51,025
Total		51,025
Allocation:
Goodwill		17,735
Property, Plant and Equipment		1,900
Short-term deferred income tax assets		2,961
Other working capital		(19)
Long-term deferred income tax liabilities, net		(15,252)
Total		51,025
Mama Mary's | Customer relationship
Allocation:
Amortizable intangible assets		4,800
Mama Mary's | Trademarks
Allocation:
Trademarks - unamortizable intangible assets		$ 38,900
Green Giant
Business Acquisition
Inventory adjustment	$ 57,800
Estimated useful life					5 years
Purchase Price:
Cash paid	765,000
Adjusted cash paid	822,786
Total	822,786
Allocation:
Trademarks - unamortizable intangible assets	422,000
Inventory	239,693
Goodwill	84,221
Property, Plant and Equipment	44,244
Other working capital	(7,372)
Total	822,786
Green Giant | Customer relationship
Allocation:
Amortizable intangible assets	38,000
Green Giant | Seed technology
Allocation:
Amortizable intangible assets	$ 2,000
Rickland Orchards acquisition
Business Acquisition
Write-off of certain raw material and finished goods inventory			$ 800

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016
Inventories
Raw materials and packaging	$ 40,688	$ 32,143
Finished goods	153,515	156,920
Work-in-process	68,539	123,817
Total	$ 262,742	$ 312,880

Goodwill and Other Intangible41

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015	Jan. 02, 2016
Goodwill and Other Intangible Assets
Amortization expense	$ 3,362	$ 2,673	$ 6,770	$ 5,346
Amortizable Intangible Assets
Gross Carrying Amount	243,440		243,440		$ 249,769
Accumulated Amortization	76,376		76,376		70,530
Net Carrying Amount	167,064		167,064		179,239
Unamortizable Intangible Assets
Goodwill	472,545		472,545		473,145
Future amortization expense
Remainder of fiscal 2016	6,500		6,500
2,017	12,800		12,800
2,018	12,600		12,600
2,019	12,500		12,500
2,020	12,400		12,400
Acquisitions.
Impairment of intangible assets	5,405		5,405
Rickland Orchards acquisition
Acquisitions.
Write-off of certain raw material and finished goods inventory	800
Trademarks
Amortizable Intangible Assets
Gross Carrying Amount	1,263,101		1,263,101		1,263,101
Trademarks | Rickland Orchards acquisition
Acquisitions.
Impairment of intangible assets	4,500
Customer relationship | Rickland Orchards acquisition
Acquisitions.
Impairment of intangible assets	900
Trademarks
Amortizable Intangible Assets
Gross Carrying Amount	6,800		6,800		12,056
Accumulated Amortization	1,435		1,435		1,806
Net Carrying Amount	5,365		5,365		10,250
Customer relationship
Amortizable Intangible Assets
Gross Carrying Amount	234,640		234,640		235,713
Accumulated Amortization	74,408		74,408		68,591
Net Carrying Amount	160,232		160,232		167,122
Seed technology
Amortizable Intangible Assets
Gross Carrying Amount	2,000		2,000		2,000
Accumulated Amortization	533		533		133
Net Carrying Amount	$ 1,467		$ 1,467		$ 1,867

Long-Term Debt (Details)

Long-Term Debt (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Apr. 02, 2016USD ($)	Jul. 02, 2016USD ($)item	Jul. 04, 2015USD ($)	Jan. 02, 2016USD ($)	Jun. 04, 2013USD ($)
Information related to long-term debt
Total long-term debt, net of unamortized discount		$ 1,547,139		$ 1,731,521
Current portion of long-term debt		(1,140)		(33,750)
Long-term debt		1,545,999		1,697,771
Unamortized discount		(3,252)		(4,134)
Unamortized deferred financing costs		(23,359)		(28,095)
Aggregate contractual maturities of long-term debt
2,017		10,515
2,018		76,875
2,019		146,250
Thereafter		1,340,110
Total		1,573,750
Long-term debt agreements
Loss on extinguishment of debt		$ (2,836)
Number of quarters consolidated leverage ratio to be maintained | item		4
Number of quarters consolidated interest coverage ratio to be maintained | item		4
Information related to senior notes
Accrued interest		$ 4,900		5,700
Net deferred debt financing costs		23,359		28,095
Write-off of deferred debt financing costs	$ 2,200
Prepayments and repurchases of long-term debt		$ 150,000	$ 7,500
Write-off of unamortized discount	600
First quarter of 2016 through the fourth quarter of 2016
Long-term debt agreements
Maximum permissible consolidated leverage ratio		6.75
First quarter of 2017 and thereafter
Long-term debt agreements
Maximum permissible consolidated leverage ratio		6.50
Parent
Information related to senior notes
Prepayments and repurchases of long-term debt		$ 150,000
Minimum
Long-term debt agreements
Consolidated interest leverage ratio		1.75
Base rate | Minimum
Information related to senior notes
Interest rate added to variable base rate (as a percent)		0.50%
Base rate | Maximum
Information related to senior notes
Interest rate added to variable base rate (as a percent)		1.00%
LIBOR | Minimum
Information related to senior notes
Interest rate added to variable base rate (as a percent)		1.50%
LIBOR | Maximum
Information related to senior notes
Interest rate added to variable base rate (as a percent)		2.00%
Revolving credit loans
Information related to long-term debt
Commitment fees (as a percent)		0.50%
Aggregate contractual maturities of long-term debt
Total				40,000
Long-term debt agreements
Available borrowing capacity		$ 498,000
Letters of credit facility
Information related to long-term debt
Fronting fee (as a percent)		0.25%
Long-term debt agreements
Maximum capacity available		$ 50,000
Outstanding letters of credit		$ 2,000
Incremental term loan | Maximum
Long-term debt agreements
Senior secured leverage ratio after utilization of incremental facility		4
4.625% Senior notes due 2021
Aggregate contractual maturities of long-term debt
Total		$ 700,000		700,000	$ 700,000
Information related to senior notes
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%
Tranche B Term Loan
Long-term debt agreements
Interest rate at period end (as a percent)		3.75%
Information related to senior notes
Principal amount of debt repurchased	109,900
Interest rate at period end (as a percent)		3.75%
Prepayments and repurchases of long-term debt	109,900
Tranche B Term Loan | Base rate
Information related to senior notes
Interest rate added to variable base rate (as a percent)		2.00%
Tranche B Term Loan | LIBOR
Information related to senior notes
Interest rate added to variable base rate (as a percent)		3.00%
Tranche B Term loans due 2022
Aggregate contractual maturities of long-term debt
Total		$ 640,110		750,000
Tranche A Term Loan
Long-term debt agreements
Interest rate at period end (as a percent)		2.45%
Information related to senior notes
Principal amount of debt repurchased	40,100
Interest rate at period end (as a percent)		2.45%
Prepayments and repurchases of long-term debt	$ 40,100
Tranche A term loans due 2019
Aggregate contractual maturities of long-term debt
Total		$ 233,640		$ 273,750

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Fair value measured on recurring basis - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016
Tranche A term loans due 2019
Financial assets and liabilities at fair value
Face amount of senior notes	$ 233,600	$ 273,800
Tranche B term loan due 2022
Financial assets and liabilities at fair value
Face amount of senior notes	640,100	750,000
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		40,000
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	233,312	273,285
Carrying Value | Tranche B term loan due 2022
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	637,186	746,331
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 | 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		40,000
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	232,145	272,381
Fair Value | Tranche B term loan due 2022 | Level 2
Financial assets and liabilities at fair value
Fair values and carrying amount of revolving credit loans, term loan and senior notes	637,982	749,063
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	$ 705,250	$ 691,250

Stockholder's Equity (Details)

Stockholder's Equity (Details) $ / shares in Units, $ in Millions	Mar. 15, 2016USD ($)$ / sharesshares
Capital Stock
Issuance of stock (in shares) | shares	4,600,000
Share price (in dollars per share) | $ / shares	$ 33.55
Issuance of common stock | $	$ 152

Accumulated Other Comprehensi45

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Changes in accumulated other comprehensive loss
Beginning balance			$ 457,685
Net current period other comprehensive income (loss)	$ (2,374)	$ 110	(132)	$ 125
Ending balance	622,457		622,457
Amount Reclassified from AOCL
Reclassification from AOCL
Total before tax	143	187	286	374
Income tax expense	(54)	(69)	(108)	(137)
Net of tax	89	118	178	237
Defined Benefit Pension Plan Items
Changes in accumulated other comprehensive loss
Beginning balance			(8,712)
Amounts reclassified from AOCL			178
Net current period other comprehensive income (loss)			178
Ending balance	(8,534)		(8,534)
Amortization of prior service cost | Amount Reclassified from AOCL
Reclassification from AOCL
Total before tax	11	11	22	22
Amortization of unrecognized loss | Amount Reclassified from AOCL
Reclassification from AOCL
Total before tax	132	$ 176	264	$ 352
Foreign Currency Translation Adjustments
Changes in accumulated other comprehensive loss
Beginning balance			(3,984)
Other comprehensive loss before reclassifications			(310)
Net current period other comprehensive income (loss)			(310)
Ending balance	(4,294)		(4,294)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss
Beginning balance			(12,696)
Other comprehensive loss before reclassifications			(310)
Amounts reclassified from AOCL			178
Net current period other comprehensive income (loss)			(132)
Ending balance	$ (12,828)		$ (12,828)

Pension Benefits (Details)

Pension Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Components of net periodic pension cost
Service cost-benefits earned during the period	$ 872	$ 1,001	$ 1,745	$ 2,002
Interest cost on projected benefit obligation	692	640	1,384	1,280
Expected return on plan assets	(1,095)	(1,042)	(2,191)	(2,084)
Amortization of unrecognized prior service cost	11	11	22	22
Amortization of unrecognized loss	132	176	264	352
Net periodic pension cost	$ 612	$ 786	$ 1,224	$ 1,572

Pension Benefits - Multi-Employ

Pension Benefits - Multi-Employer Plans (Details) - USD ($) $ in Millions	6 Months Ended	9 Months Ended	12 Months Ended
	Jul. 02, 2016	Dec. 31, 2016	Jan. 02, 2016	Jul. 04, 2015
Pension Benefits
Employer contributions	$ 3.5
Multi-Employer Defined Benefit Pension Plan
Contribution to the multi-employer plan	$ 0.4		$ 0.8
Maximum contribution to multi-employer plan (as a percent)			5.00%	5.00%
Maximum
Multi-Employer Defined Benefit Pension Plan
Surcharges paid or expected to be paid			$ 0.1
Expected | Maximum
Multi-Employer Defined Benefit Pension Plan
Surcharges paid or expected to be paid		$ 0.1

Commitments and Contingencies48

Commitments and Contingencies (Details) $ in Thousands	Jul. 02, 2016USD ($)
Future minimum lease payments under non-cancelable operating leases
2,016	$ 6,258
2,017	6,877
2,018	6,703
2,019	6,622
2,020	5,654
Thereafter	9,397
Total	$ 41,511

Commitments and Contingencies -

Commitments and Contingencies - Collective Bargaining (Details) $ in Millions	6 Months Ended
	Jul. 02, 2016item	Jul. 04, 2015USD ($)
Information related to Collective Bargaining Agreements
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 | $		$ 1.9
Reduction of net sales | $		1.2
Cost of sales | $		0.5
Administrative costs | $		$ 0.2
Number of employees covered under collective bargaining agreements
Information related to Collective Bargaining Agreements
Number of employees | item	1,194
Percentage of total employees covered under collective bargaining agreements	61.00%
Total number of employees
Information related to Collective Bargaining Agreements
Number of employees | item	1,967
Number of collective bargaining agreements expiring within one year
Information related to Collective Bargaining Agreements
Collective bargaining agreements expiration period	1 year
Number of other collective bargaining agreements expiring within one year | item	0

Earnings per Share (Details)

Earnings per Share (Details) - shares	3 Months Ended			6 Months Ended
	Jul. 02, 2016	Apr. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Earnings per Share
Anti Dilutive Securities Excluded From Computation Of Weighted Average Shares Outstanding	22,692		551,330
Weighted average shares outstanding:
Basic (in shares)	62,645,894	56,626,948		60,823,288	55,192,798
Net effect of potentially dilutive share-based compensation awards (in shares)	225,985	55,947		164,326	48,404
Diluted (in shares)	62,871,879	56,682,895		60,987,614	55,241,202

Business and Credit Concentra51

Business and Credit Concentrations and Geographic Information (Details) - item	6 Months Ended		12 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jan. 02, 2016
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	8.40%	3.70%
Net sales | Consolidated net sales | Wal-Mart
Business and Credit Concentrations
Percentage of concentration risk	25.80%	19.70%
Net sales | Consolidated net sales | Top ten customers
Business and Credit Concentrations
Percentage of concentration risk	56.90%	51.90%
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	17.90%		19.30%
Accounts receivable | Trade accounts receivables | Top ten customers
Business and Credit Concentrations
Percentage of concentration risk	50.90%		53.50%

Share-Based Payments (Details)

Share-Based Payments (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015	Jan. 02, 2016
Assumptions:
Compensation expense recognized for share-based payments	$ 2,018,000	$ 1,334,000	$ 3,116,000	$ 2,517,000
Cost of Goods Sold.
Assumptions:
Compensation expense recognized for share-based payments	281,000	168,000	512,000	428,000
Selling, General and Administrative Expenses
Assumptions:
Compensation expense recognized for share-based payments	$ 1,737,000	$ 1,166,000	$ 2,604,000	$ 2,089,000
Stock Option
Options
Outstanding at beginning of fiscal 2016 (in shares)			501,698
Granted (in shares)			218,491
Outstanding at end of second quarter of 2016 (in shares)	720,189		720,189		501,698
Weighted Average Exercise Price
Outstanding at beginning of fiscal 2016 (in dollar per share)			$ 30.20
Granted (in dollars per share)			34.99
Outstanding at end of second quarter of 2016 (in dollar per share)	$ 31.66		$ 31.66		$ 30.20
Additional disclosures
Weighted Average Contractual Life Remaining (Years)			8 years 9 months 18 days
Outstanding at end of second quarter of 2016	$ 6,522		$ 6,522
Assumptions:
Weighted average grant date fair value (in dollars per share)			$ 5.26		$ 6
Expected volatility (as a percent)			27.70%		36.00%
Expected term					6 years 6 months
Share based compensation expense related to long-term incentive plans
Unrecognized compensation expense	2,400,000		$ 2,400,000
Period over which unrecognized compensation expense is expected to be recognized			2 years 9 months
Stock Option | Minimum
Assumptions:
Expected term			5 years 6 months
Risk-free interest rate (as a percent)			1.50%		1.60%
Dividend yield (as a percent)			3.90%		4.70%
Stock Option | Maximum
Assumptions:
Expected term			6 years 6 months
Risk-free interest rate (as a percent)			1.70%		1.90%
Dividend yield (as a percent)			4.90%		4.90%
Performance share long Term incentive awards
Options
Exercised (in shares)			101,094	153,195
Weighted Average Exercise Price
Exercised (in dollars per share)			$ 28.24
Share based compensation expense related to long-term incentive plans
Unrecognized compensation expense	$ 5,800,000		$ 5,800,000
Period over which unrecognized compensation expense is expected to be recognized			2 years 6 months

Share-Based Payments - Weighted

Share-Based Payments - Weighted-Average Grant Date Fair Value (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Weighted Average Grant Date Fair Value
Total shares of common stock issued	16,072	18,095	79,570	113,047
Other disclosure
Excess tax benefit recorded to additional paid in capital			$ 343	$ 518
Performance share long Term incentive awards
Number of Shares
Balance at the beginning of the period (in shares)			368,274
Granted (in shares)			173,646
Vested (in shares)			(101,094)	(153,195)
Balance at the end of the period (in shares)	440,826		440,826
Weighted Average Grant Date Fair Value
Balance at the beginning of the period (in dollars per share)			$ 26.16
Granted (in dollars per share)			29.04
Vested (in dollars per share)			28.24
Balance at the end of the period (in dollars per share)	$ 26.82		$ 26.82
Percentage of target number of shares that may be earned scenario 1, maximum	200.00%		200.00%
Number of performance shares vested			101,094	153,195
Shares withheld to fund statutory minimum tax withholding			37,596	58,243
Total shares of common stock issued			63,498	94,952
Other disclosure
Excess tax benefit recorded to additional paid in capital			$ 343	$ 518
Non-Employee Directors
Weighted Average Grant Date Fair Value
Total shares of common stock issued	16,072	18,095	16,072	18,095

Net Sales by Brand (Details)

Net Sales by Brand (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Net Sales by Brand
Net sales	$ 306,376	$ 193,645	$ 659,354	$ 410,767
Specific brand sale to total sale (as a percent)			2.00%
Green Giant
Net Sales by Brand
Net sales	107,217		$ 237,377
Ortega
Net Sales by Brand
Net sales	35,153	35,166	71,619	75,126
Pirate Brands
Net Sales by Brand
Net sales	20,413	18,752	44,494	41,788
Maple Grove Farms of Vermont
Net Sales by Brand
Net sales	18,607	19,017	37,323	38,841
Mrs. Dash
Net Sales by Brand
Net sales	15,864	16,484	32,592	33,511
Cream of Wheat
Net Sales by Brand
Net sales	12,387	11,710	29,482	28,695
Mama Mary's
Net Sales by Brand
Net sales	8,898		19,378
Bear Creek Country Kitchens
Net Sales by Brand
Net sales	5,386	5,550	18,978	19,536
Las Palmas
Net Sales by Brand
Net sales	8,340	8,072	18,104	17,108
Polaner
Net Sales by Brand
Net sales	8,847	8,439	17,552	16,842
New York Style
Net Sales by Brand
Net sales	8,304	9,614	16,479	17,775
Bloch & Guggenheimer
Net Sales by Brand
Net sales	7,890	7,677	14,084	13,978
B&M
Net Sales by Brand
Net sales	6,544	7,409	11,116	11,007
Ac'cent
Net Sales by Brand
Net sales	4,671	4,379	9,656	8,785
Underwood
Net Sales by Brand
Net sales	4,778	4,519	9,532	9,082
Spring Tree
Net Sales by Brand
Net sales	4,234	4,760	9,229	10,112
All other brands
Net Sales by Brand
Net sales	$ 28,843	$ 32,097	$ 62,359	$ 68,581

Guarantor and Non-Guarantor F55

Guarantor and Non-Guarantor Financial Information (Details) - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016	Jul. 04, 2015	Jan. 03, 2015
Current assets:
Cash and cash equivalents	$ 107,568	$ 5,246	$ 98,540	$ 1,490
Trade accounts receivable, net	71,243	69,712
Inventories, net	262,742	312,880
Prepaid expenses and other current assets	25,633	67,517
Income tax receivable	14,370	2,514
Deferred income taxes	5,209	5,292
Total current assets	486,765	463,161
Property, plant and equipment, net	163,743	163,642
Goodwill	472,545	473,145
Other intangibles, net	1,430,165	1,442,340
Other assets	3,240	1,332
Total assets	2,556,458	2,543,620
Current liabilities:
Trade accounts payable	38,562	49,593
Accrued expenses	30,179	31,233
Current portion of long-term debt	1,140	33,750
Income tax payable	2,933
Dividends payable	26,316	20,292
Total current liabilities	99,130	134,868
Long-term debt	1,545,999	1,697,771
Other liabilities	3,077	3,212
Deferred income taxes	285,795	250,084
Total liabilities	1,934,001	2,085,935
Stockholders' equity:
Preferred stock
Common Stock	627	580
Additional paid-in capital	263,978	162,568
Accumulated other comprehensive loss	(12,828)	(12,696)
Retained earnings	370,680	307,233
Total stockholders' equity	622,457	457,685
Total liabilities and stockholders' equity	2,556,458	2,543,620
Reportable Legal Entities
Current assets:
Cash and cash equivalents	107,568	5,246
Eliminations
Current assets:
Income tax receivable		(104)
Deferred income taxes		(127)
Intercompany receivables	(22,151)	(4,659)
Total current assets	(22,151)	(4,890)
Investments in subsidiaries	(2,311,960)	(2,322,667)
Total assets	(2,334,111)	(2,327,557)
Current liabilities:
Accrued expenses		(104)
Intercompany payables	(22,151)	(4,659)
Total current liabilities	(22,151)	(4,763)
Deferred income taxes		(127)
Total liabilities	(22,151)	(4,890)
Stockholders' equity:
Preferred stock
Additional paid-in capital	(1,950,476)	(2,032,114)
Accumulated other comprehensive loss	17,122	16,680
Retained earnings	(378,606)	(307,233)
Total stockholders' equity	(2,311,960)	(2,322,667)
Total liabilities and stockholders' equity	(2,334,111)	(2,327,557)
Parent | Reportable Legal Entities
Current assets:
Investments in subsidiaries	2,219,270	2,237,593
Total assets	2,219,270	2,237,593
Current liabilities:
Current portion of long-term debt	1,140	33,750
Dividends payable	26,316	20,292
Total current liabilities	27,456	54,042
Long-term debt	1,569,357	1,725,866
Total liabilities	1,596,813	1,779,908
Stockholders' equity:
Preferred stock
Common Stock	627	580
Additional paid-in capital	263,978	162,568
Accumulated other comprehensive loss	(12,828)	(12,696)
Retained earnings	370,680	307,233
Total stockholders' equity	622,457	457,685
Total liabilities and stockholders' equity	2,219,270	2,237,593
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	95,200	1,964
Guarantor Subsidiaries | Reportable Legal Entities
Current assets:
Cash and cash equivalents	95,200	1,964
Trade accounts receivable, net	66,903	63,890
Inventories, net	234,258	277,432
Prepaid expenses and other current assets	16,509	53,242
Income tax receivable	14,263	2,611
Deferred income taxes	4,925	5,116
Intercompany receivables	3,494	4,659
Total current assets	435,552	408,914
Property, plant and equipment, net	129,000	128,227
Goodwill	472,545	473,145
Other intangibles, net	1,430,165	1,442,340
Other assets	3,226	1,332
Investments in subsidiaries	92,690	85,074
Total assets	2,563,178	2,539,032
Current liabilities:
Trade accounts payable	30,621	45,646
Accrued expenses	29,116	30,465
Intercompany payables	18,657
Total current liabilities	78,394	76,111
Long-term debt	(23,358)	(28,095)
Other liabilities	3,077	3,212
Deferred income taxes	285,795	250,211
Total liabilities	343,908	301,439
Stockholders' equity:
Preferred stock
Additional paid-in capital	1,863,643	1,945,281
Accumulated other comprehensive loss	(12,828)	(12,696)
Retained earnings	368,455	305,008
Total stockholders' equity	2,219,270	2,237,593
Total liabilities and stockholders' equity	2,563,178	2,539,032
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	12,368	3,282
Non-Guarantor Subsidiaries | Reportable Legal Entities
Current assets:
Cash and cash equivalents	12,368	3,282
Trade accounts receivable, net	4,340	5,822
Inventories, net	28,484	35,448
Prepaid expenses and other current assets	9,124	14,275
Income tax receivable	107	7
Deferred income taxes	284	303
Intercompany receivables	18,657
Total current assets	73,364	59,137
Property, plant and equipment, net	34,743	35,415
Other assets	14
Total assets	108,121	94,552
Current liabilities:
Trade accounts payable	7,941	3,947
Accrued expenses	1,063	872
Income tax payable	2,933
Intercompany payables	3,494	4,659
Total current liabilities	15,431	9,478
Total liabilities	15,431	9,478
Stockholders' equity:
Preferred stock
Additional paid-in capital	86,833	86,833
Accumulated other comprehensive loss	(4,294)	(3,984)
Retained earnings	10,151	2,225
Total stockholders' equity	92,690	85,074
Total liabilities and stockholders' equity	$ 108,121	$ 94,552

Guarantor and Non-Guarantor F56

Guarantor and Non-Guarantor Financial Information - Operating Income and Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Net sales	$ 306,376	$ 193,645	$ 659,354	$ 410,767
Cost of goods sold	196,661	131,637	433,724	281,362
Gross profit	109,715	62,008	225,630	129,405
Operating expenses:
Selling, general and administrative expenses	33,886	19,197	73,524	42,045
Amortization expense	3,362	2,673	6,770	5,346
Impairment of intangible assets	5,405		5,405
Operating income	67,062	40,138	139,931	82,014
Other income and expenses:
Interest expense, net	18,426	11,062	37,561	22,601
Loss on extinguishment of debt			2,836
Other income	(371)		(2,300)
Income before income tax expense	49,007	29,076	101,834	59,413
Income tax expense	18,756	10,328	38,387	21,098
Net income	30,251	18,748	63,447	38,315
Comprehensive income	27,877	$ 18,858	63,315	$ 38,440
Eliminations
Net sales	(7,841)		(14,441)
Cost of goods sold	(7,841)		(14,441)
Other income and expenses:
Equity in earnings of subsidiaries	(34,139)		(71,373)
Net income	(34,139)		(71,373)
Comprehensive income	(29,256)		(70,885)
Parent | Reportable Legal Entities
Other income and expenses:
Equity in earnings of subsidiaries	30,251		63,447
Net income	30,251		63,447
Comprehensive income	27,877		63,315
Guarantor Subsidiaries | Reportable Legal Entities
Net sales	288,772		618,074
Cost of goods sold	184,942		404,968
Gross profit	103,830		213,106
Operating expenses:
Selling, general and administrative expenses	33,093		71,919
Amortization expense	3,362		6,770
Impairment of intangible assets	5,405		5,405
Operating income	61,970		129,012
Other income and expenses:
Interest expense, net	18,426		37,561
Loss on extinguishment of debt			2,836
Other income	(371)		(2,300)
Income before income tax expense	43,915		90,915
Income tax expense	17,552		35,394
Equity in earnings of subsidiaries	3,888		7,926
Net income	30,251		63,447
Comprehensive income	27,831		63,269
Non-Guarantor Subsidiaries | Reportable Legal Entities
Net sales	25,445		55,721
Cost of goods sold	19,560		43,197
Gross profit	5,885		12,524
Operating expenses:
Selling, general and administrative expenses	793		1,605
Operating income	5,092		10,919
Other income and expenses:
Income before income tax expense	5,092		10,919
Income tax expense	1,204		2,993
Net income	3,888		7,926
Comprehensive income	$ 1,425		$ 7,616

Guarantor and Non-Guarantor F57

Guarantor and Non-Guarantor Financial Information - Cash Flows (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015
Cash flows from operating activities:
Net cash provided by operating activities	$ 200,673	$ 57,562
Cash flows from investing activities:
Capital expenditures	(13,184)	(7,413)
Net cash used in investing activities	(13,184)	(7,413)
Cash flows from financing activities:
Repayments of long-term debt	(150,000)	(7,500)
Repayments of borrowings under revolving credit facility	(50,000)	(44,000)
Borrowings under revolving credit facility	10,000	10,000
Proceeds from issuance of common stock, net	152,020	126,231
Dividends paid	(46,601)	(36,524)
Excess tax benefits from share-based compensation	343	518
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,410)	(1,750)
Net cash (used in) provided by financing activities	(85,648)	46,975
Effect of exchange rate fluctuations on cash and cash equivalents	481	(74)
Net increase in cash and cash equivalents	102,322	97,050
Cash and cash equivalents at beginning of period	5,246	1,490
Cash and cash equivalents at end of period	107,568	$ 98,540
Reportable Legal Entities
Cash flows from operating activities:
Net cash provided by operating activities	200,673
Cash flows from investing activities:
Payments for acquisition of businesses, net of cash acquired	(13,184)
Net cash used in investing activities	(13,184)
Cash flows from financing activities:
Repayments of long-term debt	(150,000)
Repayments of borrowings under revolving credit facility	(50,000)
Borrowings under revolving credit facility	10,000
Proceeds from issuance of common stock, net	152,020
Dividends paid	(46,601)
Excess tax benefits from share-based compensation	343
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,410)
Net cash (used in) provided by financing activities	(85,648)
Effect of exchange rate fluctuations on cash and cash equivalents	481
Net increase in cash and cash equivalents	102,322
Cash and cash equivalents at beginning of period	5,246
Cash and cash equivalents at end of period	107,568
Parent
Cash flows from financing activities:
Repayments of long-term debt	(150,000)
Repayments of borrowings under revolving credit facility	(50,000)
Borrowings under revolving credit facility	10,000
Proceeds from issuance of common stock, net	152,020
Dividends paid	(46,601)
Intercompany transactions	84,581
Guarantor Subsidiaries
Cash flows from operating activities:
Net cash provided by operating activities	166,658
Cash flows from investing activities:
Payments for acquisition of businesses, net of cash acquired	(10,709)
Net cash used in investing activities	(10,709)
Cash flows from financing activities:
Excess tax benefits from share-based compensation	343
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(1,410)
Intercompany transactions	(61,646)
Net cash (used in) provided by financing activities	(62,713)
Net increase in cash and cash equivalents	93,236
Cash and cash equivalents at beginning of period	1,964
Cash and cash equivalents at end of period	95,200
Guarantor Subsidiaries | Reportable Legal Entities
Cash flows from financing activities:
Cash and cash equivalents at beginning of period	1,964
Cash and cash equivalents at end of period	95,200
Non-Guarantor Subsidiaries
Cash flows from operating activities:
Net cash provided by operating activities	34,015
Cash flows from investing activities:
Payments for acquisition of businesses, net of cash acquired	(2,475)
Net cash used in investing activities	(2,475)
Cash flows from financing activities:
Intercompany transactions	(22,935)
Net cash (used in) provided by financing activities	(22,935)
Effect of exchange rate fluctuations on cash and cash equivalents	481
Net increase in cash and cash equivalents	9,086
Cash and cash equivalents at beginning of period	3,282
Cash and cash equivalents at end of period	12,368
Non-Guarantor Subsidiaries | Reportable Legal Entities
Cash flows from financing activities:
Cash and cash equivalents at beginning of period	3,282
Cash and cash equivalents at end of period	$ 12,368

Subsequent Events (Details)

Subsequent Events (Details) - Spartanburg - Expected - Subsequent event $ in Millions	6 Months Ended
	Dec. 31, 2016USD ($)
Restructuring and Related Cost
Expected Restructuring cost	$ 0.8
Non-cash write off of equipment	$ 0.3