Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 28, 2019 | Feb. 21, 2020 | Jun. 28, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 28, 2019 | ||
Entity File Number | 001-32316 | ||
Entity Registrant Name | B&G FOODS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-3918742 | ||
Entity Address, Address Line One | Four Gatehall Drive | ||
Entity Address, City or Town | Parsippany | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07054 | ||
City Area Code | 973 | ||
Local Phone Number | 401-6500 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | BGS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 64,044,649 | ||
Entity Central Index Key | 0001278027 | ||
Current Fiscal Year End Date | --12-28 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 975,141,544 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 11,315 | $ 11,648 |
Trade accounts receivable, less allowance for doubtful accounts and discounts of $1,794 and $1,851 as of December 28, 2019 and December 29, 2018, respectively | 143,908 | 151,707 |
Inventories | 472,187 | 401,355 |
Prepaid expenses and other current assets | 25,449 | 19,988 |
Income tax receivable | 8,934 | 1,398 |
Total current assets | 661,793 | 586,096 |
Property, plant and equipment, net of accumulated depreciation of $270,454 and $230,200 as of December 28, 2019 and December 29, 2018, respectively | 304,934 | 282,553 |
Operating lease right-of-use assets | 38,698 | |
Goodwill | 596,391 | 584,435 |
Other intangibles, net | 1,615,126 | 1,595,569 |
Other assets | 3,277 | 4,202 |
Deferred income taxes | 7,371 | 4,940 |
Total assets | 3,227,590 | 3,057,795 |
Current liabilities: | ||
Trade accounts payable | 114,936 | 140,000 |
Accrued expenses | 55,659 | 55,660 |
Operating lease liabilities, current portion | 9,813 | |
Current portion of long-term debt | 5,625 | |
Income tax payable | 454 | 31,624 |
Dividends payable | 30,421 | 31,178 |
Total current liabilities | 216,908 | 258,462 |
Long-term debt | 1,874,158 | 1,638,877 |
Deferred income taxes | 254,339 | 235,902 |
Long-term operating lease liabilities, net of current portion | 31,997 | |
Other liabilities | 37,646 | 24,505 |
Total liabilities | 2,415,048 | 2,157,746 |
Commitments and contingencies (Note 14) | ||
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; 64,044,649 and 65,638,701 shares issued and outstanding as of December 28, 2019 and December 29, 2018, respectively | 640 | 656 |
Additional paid-in capital | 116,339 | |
Accumulated other comprehensive loss | (31,894) | (23,502) |
Retained earnings | 843,796 | 806,556 |
Total stockholders' equity | 812,542 | 900,049 |
Total liabilities and stockholders' equity | $ 3,227,590 | $ 3,057,795 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Consolidated Balance Sheets | ||
Trade accounts receivable, allowance for doubtful accounts and discounts (in dollars) | $ 1,794 | $ 1,851 |
Property, plant and equipment, accumulated depreciation (in dollars) | $ 270,454 | $ 230,200 |
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 | 64,044,649 | 65,638,701 |
Common stock, shares outstanding | 64,044,649 | 65,638,701 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Consolidated Statements of Operations | |||||||||||
Net sales | $ 470,172 | $ 406,311 | $ 371,197 | $ 412,734 | $ 458,055 | $ 422,602 | $ 388,378 | $ 431,729 | $ 1,660,414 | $ 1,700,764 | $ 1,646,387 |
Cost of goods sold | 1,277,290 | 1,351,264 | 1,205,809 | ||||||||
Gross profit | 94,397 | 108,781 | 91,867 | 88,079 | 49,932 | 115,039 | 81,173 | 103,356 | 383,124 | 349,500 | 440,578 |
Operating expenses: | |||||||||||
Selling, general and administrative expenses | 160,745 | 167,389 | 183,448 | ||||||||
Amortization expense | 18,543 | 18,343 | 17,611 | ||||||||
(Gain) loss on sale of assets | (176,386) | 1,608 | |||||||||
Operating income | 203,836 | 340,154 | 237,911 | ||||||||
Other income and expenses: | |||||||||||
Interest expense, net | 98,126 | 108,334 | 91,784 | ||||||||
Loss on extinguishment of debt | 1,177 | 13,135 | 1,163 | ||||||||
Other income | (1,159) | (3,592) | (3,098) | ||||||||
Income before income tax expense (benefit) | 105,692 | 222,277 | 148,062 | ||||||||
Income tax expense (benefit) | 29,303 | 49,842 | (69,401) | ||||||||
Net income | $ 10,259 | $ 31,088 | $ 18,251 | $ 16,791 | $ 111,924 | $ 31,988 | $ 7,976 | $ 20,547 | $ 76,389 | $ 172,435 | $ 217,463 |
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 65,013,406 | 66,144,703 | 66,487,403 | ||||||||
Diluted (in shares) | 65,038,779 | 66,254,554 | 66,706,463 | ||||||||
Earnings per share: | |||||||||||
Basic (in dollars per share) | $ 0.16 | $ 0.48 | $ 0.28 | $ 0.26 | $ 1.70 | $ 0.49 | $ 0.12 | $ 0.31 | $ 1.17 | $ 2.61 | $ 3.27 |
Diluted (in dollars per share) | 0.16 | 0.48 | 0.28 | 0.26 | 1.70 | 0.48 | 0.12 | 0.31 | 1.17 | 2.60 | 3.26 |
Cash dividends declared per share (in dollars per share) | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.465 | $ 1.90 | $ 1.89 | $ 1.86 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Consolidated Statements of Comprehensive Income | |||||||||||
Net income | $ 10,259 | $ 31,088 | $ 18,251 | $ 16,791 | $ 111,924 | $ 31,988 | $ 7,976 | $ 20,547 | $ 76,389 | $ 172,435 | $ 217,463 |
Other comprehensive income: | |||||||||||
Foreign currency translation adjustments | 4,145 | (3,507) | 4,393 | ||||||||
Amortization of unrecognized prior service cost and pension deferrals, net of tax | (12,537) | 761 | (5,785) | ||||||||
Other comprehensive income | (8,392) | (2,746) | (1,392) | ||||||||
Comprehensive income | $ 67,997 | $ 169,689 | $ 216,071 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total |
Beginning balance at Dec. 31, 2016 | $ 664 | $ 387,699 | $ (19,364) | $ 416,658 | $ 785,657 |
Balance (in shares) at Dec. 31, 2016 | 66,406,314 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 4,393 | 4,393 | |||
Change in pension benefit (net of of income taxes) | (5,785) | (5,785) | |||
Net income | 217,463 | 217,463 | |||
Share-based compensation | 4,615 | 4,615 | |||
Issuance of common stock for share-based compensation | $ 1 | (1,851) | $ (1,850) | ||
Issuance of common stock for share-based compensation (in shares) | 92,730 | ||||
Stock options exercised (in shares) | 4,011 | ||||
Dividends declared on common stock | (123,674) | $ (123,674) | |||
Ending balance at Dec. 30, 2017 | $ 665 | 266,789 | (20,756) | 634,121 | 880,819 |
Balance (in shares) at Dec. 30, 2017 | 66,499,044 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (3,507) | (3,507) | |||
Change in pension benefit (net of of income taxes) | 761 | 761 | |||
Net income | 172,435 | 172,435 | |||
Share-based compensation | 3,025 | 3,025 | |||
Issuance of common stock for share-based compensation | $ 1 | (1,845) | (1,844) | ||
Issuance of common stock for share-based compensation (in shares) | 127,996 | ||||
Stock options exercised | 60 | $ 60 | |||
Stock options exercised (in shares) | 1,787 | 1,787 | |||
Repurchase of common stock | $ (10) | (26,910) | $ (26,920) | ||
Repurchase of common stock (in shares) | (990,126) | ||||
Dividends declared on common stock | (124,780) | (124,780) | |||
Ending balance at Dec. 29, 2018 | $ 656 | 116,339 | (23,502) | 806,556 | $ 900,049 |
Balance (in shares) at Dec. 29, 2018 | 65,638,701 | 65,638,701 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 4,145 | $ 4,145 | |||
Change in pension benefit (net of of income taxes) | (12,537) | (12,537) | |||
Net income | 76,389 | 76,389 | |||
Share-based compensation | 3,027 | 3,027 | |||
Issuance of common stock for share-based compensation | $ 1 | (906) | (905) | ||
Issuance of common stock for share-based compensation (in shares) | 143,835 | ||||
Repurchase of common stock | $ (17) | (34,697) | $ (34,714) | ||
Repurchase of common stock (in shares) | (1,737,887) | (64,044,649) | |||
Dividends declared on common stock | $ (83,763) | (39,149) | $ (122,912) | ||
Ending balance at Dec. 28, 2019 | $ 640 | $ (31,894) | $ 843,796 | $ 812,542 | |
Balance (in shares) at Dec. 28, 2019 | 64,044,649 | 64,044,649 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Consolidated Statements of Changes in Stockholders' Equity | |||
Change in pension benefit, income taxes | $ 4,107 | $ 254 | $ 3,777 |
Dividends declared on common stock, per share (in dollars per share) | $ 1.90 | $ 1.89 | $ 1.86 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 76,389 | $ 172,435 | $ 217,463 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 58,734 | 53,639 | 49,172 |
Amortization of operating lease right-of-use assets | 11,396 | ||
Amortization of deferred debt financing costs and bond discount/premium | 3,511 | 5,282 | 5,812 |
Deferred income taxes | 20,415 | (1,494) | (80,525) |
(Gain) loss on sale of assets | (176,386) | 1,608 | |
Write-off of property, plant, and equipment | 97 | 931 | 208 |
Loss on disposal of inventory | 3,287 | ||
Loss on extinguishment of debt | 1,177 | 13,135 | 1,163 |
Share-based compensation expense | 2,594 | 3,025 | 4,615 |
Changes in assets and liabilities, net of effects of businesses acquired: | |||
Trade accounts receivable | 13,918 | (12,933) | (18,034) |
Inventories | (57,436) | 88,037 | (139,512) |
Prepaid expenses and other current assets | (4,629) | (302) | 6,596 |
Income tax receivable/payable | (38,686) | 45,973 | (9,829) |
Other assets | 143 | 307 | (6,542) |
Trade accounts payable | (26,879) | 14,773 | 16,623 |
Accrued expenses | (10,735) | 1,449 | (17,344) |
Other liabilities | (3,505) | 1,585 | 3,038 |
Net cash provided by operating activities | 46,504 | 209,456 | 37,799 |
Cash flows from investing activities: | |||
Capital expenditures | (42,355) | (41,627) | (59,802) |
Proceeds from sale of assets | 46 | 420,002 | 2,229 |
Payments for acquisition of businesses, net of cash acquired | (82,430) | (30,787) | (162,965) |
Net cash (used in) provided by investing activities | (124,739) | 347,588 | (220,538) |
Cash flows from financing activities: | |||
Repayments of long-term debt | (700,000) | (650,110) | (233,640) |
Proceeds from issuance of long-term debt | 1,000,000 | 914,000 | |
Repayments of borrowings under revolving credit facility | (645,000) | (170,000) | (571,000) |
Borrowings under revolving credit facility | 595,000 | 220,000 | 395,000 |
Proceeds from issuance of common stock, net | 60 | 112 | |
Dividends paid | (123,669) | (124,524) | (123,631) |
Payments for repurchase of common stock, net | (34,713) | (26,920) | |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | (1,833) | (1,962) |
Payments of debt financing costs | (13,000) | (19,543) | |
Net cash provided by (used in) financing activities | 77,713 | (753,327) | 359,336 |
Effect of exchange rate fluctuations on cash and cash equivalents | 189 | 1,425 | 1,076 |
Net (decrease) increase in cash and cash equivalents | (333) | (194,858) | 177,673 |
Cash and cash equivalents at beginning of year | 11,648 | 206,506 | 28,833 |
Cash and cash equivalents at end of year | 11,315 | 11,648 | 206,506 |
Supplemental disclosures of cash flow information: | |||
Cash interest payments | 87,982 | 102,114 | 75,784 |
Cash income tax payments | 47,506 | 4,669 | 17,231 |
Non-cash investing and financing transactions: | |||
Dividends declared and not yet paid | 30,421 | 31,178 | 30,922 |
Accruals related to purchases of property, plant and equipment | 3,251 | $ 5,520 | $ 330 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 903 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 28, 2019 | |
Nature of Operations | |
Nature of Operations | (1) Nature of Operation s Organization and Natu re 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, oatmeal and other 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, cookies and crackers, baking powder, baking soda, corn starch, nut clusters and other specialty products. Our products are marketed under many recognized brands, including Ac’cent B&G B&M Back to Nature, Baker’s Joy Bear Creek Country Kitchens Brer Rabbit Canoleo Cary’s Clabber Girl, Cream of Rice Cream of Wheat Davis, Devonsheer Don Pepino Durkee 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 McCann’s Molly McButter Mrs. Dash New York Flatbreads New York Style Old London Ortega Polaner Red Devil Regina Rumford, Sa-són Sclafani SnackWell’s, Spice Islands Spring Tree Sugar Twin Tone’s Trappey’s TrueNorth Underwood Vermont Maid Victoria Weber Wright’s Static Guard . Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons/weather or certain other annual events. In general, our sales are higher in the first and fourth quarter. We purchase most of the produce used to make our frozen and shelf-stable canned vegetables, pickles, relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we generally purchase the majority of our maple syrup requirements during the months of April through August. Consequently, our liquidity needs are greatest during these periods. Fiscal Year We utilize a 52-53 week fiscal year ending on the Saturday closest to December 31. The fiscal years ended December 28, 2019 (fiscal 2019), December 29, 2018 (fiscal 2018) and December 30, 2017 (fiscal 2017) contained 52 weeks each. Business and Credit Concentrations 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 59.1%, 56.9% and 55.8% of consolidated net sales in fiscal 2019, 2018 and 2017, respectively. Our top ten customers accounted for approximately 62.3%, 55.8% and 51.7% of our consolidated trade accounts receivables as of the end of fiscal 2019, 2018 and 2017, respectively. Other than Walmart, which accounted for approximately 25.6%, 24.1% and 24.1% of our consolidated net sales in fiscal 2019, 2018 and 2017, respectively, no single customer accounted for more than 10.0% of consolidated net sales in fiscal 2019, 2018 or 2017. Other than Walmart, which accounted for approximately 29.1%, 24.9% and 22.4% of our consolidated trade accounts receivables as of the end of fiscal 2019, 2018 and 2017, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables as of the end of fiscal 2019, 2018 and 2017. As of December 28, 2019, 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 Walmart. During fiscal 2019, 2018 and 2017, our sales to foreign countries represented approximately 7.7%, 7.3% and 6.3%, respectively, of net sales. Our foreign sales are primarily to customers in Canada. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 28, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) (a) Basis of Presentation The consolidated financial statements include the accounts of B&G Foods, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. Certain prior year amounts have been reclassified to conform to the current year’s presentation. See (r) Newly Adopted Accounting Standards (b) Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP) 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 revenue recognition as it relates to trade and consumer promotion expenses; 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 finite-lived trademark intangible assets. 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. (c) Subsequent Events We have evaluated subsequent events for disclosure through the date of issuance of the accompanying consolidated financial statements. (d) Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, all highly liquid instruments with maturities of three months or less when acquired are considered to be cash and cash equivalents. (e) Inventories Inventories are stated at the lower of cost or net realizable value and include direct material, direct labor, overhead, warehousing and product transfer costs. Cost is determined using the first-in, first-out and average cost methods. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales. (f) Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, 10 to 30 years for buildings and improvements, 5 to 12 years for machinery and equipment, and 2 to 5 years for office furniture and vehicles. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Expenditures for maintenance, repairs and minor replacements are charged to current operations. Expenditures for major replacements and betterments are capitalized. We capitalize interest on qualifying assets based on our effective interest rate. During fiscal 2019, 2018 and 2017, we capitalized $1.1 million, $1.1 million and $1.0 million, respectively. (g) Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets (trademarks) are tested for impairment at least annually and whenever events or circumstances occur indicating that goodwill or indefinite-lived intangible assets might be impaired. We perform the annual impairment tests as of the last day of each fiscal year. The annual goodwill impairment test involves a two-step process. The first step of the impairment test involves comparing our company’s market capitalization with our company’s carrying value, including goodwill. If the carrying value of our company exceeds our market capitalization, we perform the second step of the impairment test to determine the amount of the impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of goodwill with the carrying value and recognizing a loss for the difference. We test our indefinite-lived intangible assets by comparing the fair value with the carrying value and recognize a loss for the difference. We estimate the fair value of our indefinite-lived intangible assets based on discounted cash flows that reflect certain third party market value indicators. Calculating our fair value for these purposes requires significant estimates and assumptions by management. We completed our annual impairment tests for fiscal 2019, 2018 and 2017 with no adjustments to the carrying values of goodwill and indefinite-lived intangible assets. Each annual test confirmed that the market capitalization and fair values of our goodwill and indefinite-lived intangible assets, respectively, exceeded their current carrying values. Customer relationships and finite-lived trademarks are presented at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives of 10 to 20 years. Seed technology assets are presented at cost, net of accumulated amortization, and are amortized utilizing a declining balance approach over their estimated useful lives of 5 years. During fiscal 2017, we sold to a third-party co-packer our Le Sueur, Minnesota research center, including the seed technology assets, property, plant and equipment, which we acquired as part of the Green Giant (h) Deferred Debt Financing Costs Debt financing costs are capitalized and amortized over the term of the related debt agreements and are included as a reduction of long-term debt. Amortization of deferred debt financing costs for fiscal 2019, 2018 and 2017 was $3.5 million, $5.3 million and $5.4 million, respectively. (i) Long-Lived Assets Long-lived assets, such as property, plant and equipment, and intangible assets with estimated useful lives, are depreciated or amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Recoverability of assets held for sale is measured by a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to sell. Estimating future cash flows and calculating the fair value of assets requires significant estimates and assumptions by management. Assets to be disposed of are separately presented in the consolidated balance sheets and are no longer depreciated. (j) Accumulated Other Comprehensive Loss Accumulated other comprehensive loss includes foreign currency translation adjustments relating to assets and liabilities located in our foreign subsidiaries and changes in our pension benefits due to the initial adoption and ongoing application of the authoritative accounting literature relating to pensions, net of tax. (k) Revenue Recognition Revenues are recognized when our performance obligation is satisfied. Our primary performance obligation is satisfied when products are shipped. We report all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. Consideration from a vendor to a retailer is presumed to be a reduction to the selling prices of the vendor’s products and, therefore, is characterized as a reduction of sales when recognized in the vendor’s income statement. As a result, coupon incentives, slotting and promotional expenses are recorded as a reduction of sales. Additionally, as a result of the recently adopted revenue recognition standard, certain payments to customers related to in-store display incentives, or marketing development funds, are also recorded as a reduction of sales. See (r) “ Newly Adopted Accounting Standards (l) Selling, General and Administrative Expenses We promote our products with advertising, consumer incentives and trade promotions. These programs include, but are not limited to, discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Consumer incentive and trade promotion activities are recorded as a reduction to revenues based on amounts estimated as being due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates. We expense our advertising costs either in the period the advertising first takes place or as incurred. Advertising expenses were approximately $7.8 million, $15.9 million and $22.7 million, for fiscal 2019, 2018 and 2017, respectively. (m) Pension Plans We have defined benefit pension plans covering approximately 39.7% of our employees. Our funding policy is to contribute annually the amount recommended by our actuaries. From time to time, however, we voluntarily contribute greater amounts based on pension asset performance, tax considerations and other relevant factors. (n) Share-Based Compensation Expense We provide compensation benefits in the form of stock options, performance share long-term incentive awards (LTIAs) and common stock to employees and non-employee directors. The cost of share-based compensation is recorded at fair value at the date of grant and expensed in our consolidated statements of operations over the requisite service period, if any. Performance share LTIAs granted to our executive officers and certain other members of senior management entitle each participant to earn shares of common stock upon the attainment of certain performance goals over the applicable performance period. The recognition of compensation expense for the performance share LTIAs is initially based on the probable outcome of the performance condition based on the fair value of the award on the date of grant and the anticipated number of shares to be awarded on a straight-line basis over the applicable performance period. The fair value of the awards on the date of grant is 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. Our company’s performance against the defined performance goals are re-evaluated on a quarterly basis throughout the applicable performance period and the recognition of compensation expense is adjusted for subsequent changes in the estimated or actual outcome. The cumulative effect of a change in the estimated number of shares of common stock to be issued in respect of performance share awards is recognized as an adjustment to earnings in the period of the revision. The fair value of stock option awards is estimated on the date of grant using the Black-Scholes option pricing model and is recognized in expense over the vesting period of the options using the straight-line method. The Black-Scholes option pricing model requires various assumptions, including the expected volatility of our stock, the expected term of the option, the risk-free interest rate and the expected dividend yield. Expected volatility is based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. All stock option grants have an exercise price equal to the fair market value of our common stock on the date of grant and have a 10-year term. Employee stock options cliff vest three years after the date of grant and non-employee director stock options vest one year after the date of grant. We recognize compensation expense for only that portion of share-based awards that are expected to vest. We utilize historical employee termination behavior to determine our estimated forfeiture rates. If the actual forfeitures differ from those estimated by management, adjustments to compensation expense will be made in future periods. (o) Income Tax Expense Estimates and Policies Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities of our company are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax expenses together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we include such charge in our tax provision, or reduce our tax benefits in our consolidated statements of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets. There are various factors that may cause these tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal and state income tax laws and regulations might be passed that could have a material effect on our results of operations. See Note 10, “Income Taxes,” for a discussion of the Tax Cuts and Jobs Act enacted in December 2017, which we refer to in this report as the “U.S. Tax Act.” We assess the impact of significant changes to the U.S. federal, state and international income tax laws and regulations on a regular basis and update the assumptions and estimates used to prepare our consolidated financial statements when new regulations and legislation are enacted. We recognize the benefit of an uncertain tax position that we have taken or expect to take on our income tax returns we file if it is “more likely than not” that such tax position will be sustained based on its technical merits. (p) Dividends Cash dividends, if any, are accrued as a liability on our consolidated balance sheets and recorded as a decrease to additional paid-in capital when declared. (q) 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 share LTIAs that may be earned as of the beginning of the period using the treasury stock method. Fiscal Fiscal Fiscal 2019 2018 2017 (In thousands, except share and per share data) Net income $ 76,389 $ 172,435 $ 217,463 Weighted average common shares outstanding: Basic 65,013,406 66,144,703 66,487,403 Net effect of potentially dilutive share-based compensation awards (1) 25,373 109,851 219,060 Diluted 65,038,779 66,254,554 66,706,463 Earnings per share: Basic $ 1.17 $ 2.61 $ 3.27 Diluted $ 1.17 $ 2.60 $ 3.26 (1) For fiscal 2019, 2018 and 2017, outstanding stock options of 1,110,212 , 1,091,478 and 348,894 , respectively, were excluded from diluted earnings per share as their effect was antidilutive. (r) Newly Adopted Accounting Standards In February 2018, the Financial Accounting Standards Board (FASB) issued a new accounting standards update (ASU) related to the U.S. Tax Act. The ASU allows for a company to elect to make a one-time reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects resulting from the change in corporate tax rate as a result of the U.S. Tax Act. The reclassification is the difference between the amount previously recorded in accumulated other comprehensive loss at the historical U.S. federal tax rate that remains in accumulated other comprehensive loss at the time the U.S. Tax Act was effective and the amount that would have been recorded using the newly enacted rate. Additionally, the ASU requires a company to disclose whether or not it elects to make the reclassification. This guidance became effective during the first quarter of 2019. We elected to not make the optional one-time reclassification. 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 and to disclose key information about leasing arrangements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. We adopted the new standard prospectively when it became effective in the first quarter of 2019 and applied the new standard to all leases existing at the date of initial application. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We elected all of the new standard’s available transition practical expedients that were applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We also elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases with a lease term of twelve months or less, we did not recognize ROU assets or lease liabilities. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. This standard did not have a material effect on our financial statements. Upon adoption, the most significant effects related to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our operating leases, which was $39.6 million and $42.6 million, respectively, as of the beginning of fiscal 2019; and (2) providing additional disclosures about our leasing activities. In March 2017, the FASB issued a new ASU that improves the presentation of net periodic pension cost and net periodic post-retirement benefit costs. The new guidance revises how employers that sponsor defined benefit pension and other post-retirement plans present the net periodic benefit costs in their income statement and requires that the service cost component of net periodic benefit costs be presented in the same income statement line items as other employee compensation costs from services rendered during the period and present the other components of net periodic pension cost below operating profit. The update was effective beginning with the first quarter of fiscal 2018. We adopted this standard retrospectively as of the first quarter of fiscal 2018. The adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity, but did require a reclassification among selling, general and administrative expenses and other income on our consolidated statements of operations. In May 2014, the FASB issued guidance on revenue recognition, with final guidance issued in 2016. The guidance provides for a five-step model to determine the revenue to be recognized from the transfer of goods or services to customers. The guidance also requires improved disclosures to help users of the financial statements better understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. It also provides clarification for principal versus agent considerations, identifying performance obligations and the accounting of intellectual property licenses. In addition, the FASB introduced practical expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes. We adopted this guidance and related amendments as of the first quarter of fiscal 2018, applying the full retrospective transition method to all contracts. We concluded that the adoption of this standard primarily affected our policies and estimation methodologies of variable consideration associated with rebates and bill-backs, product returns and cash discounts. The provisions of the new standard did not impact the timing of revenue recognition but did impact the classification of certain payments to customers, moving an immaterial amount of such payments from expense to a deduction from net sales. Our sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for the goods. We report all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. Under the new revenue guidance, we recognize our shipping and handling activities as a fulfillment of our promise to transfer products to our customers. We promote our products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the sale price based on amounts estimated as being due to customers and consumers at the end of a period. We derive these estimates principally on historical utilization and redemption rates. Payment terms in our invoices are based on the billing schedule established in our contracts or purchase orders with customers. We generally recognize the related trade receivable when the goods are shipped. In certain cases, we require a payment in advance of performance when the customer’s credit has not been established. We record these revenues as a contract liability; however, these amounts have historically been immaterial. The below tables set forth the adjustments made in fiscal 2018 to net sales, gross profit, selling, general and administrative expenses, operating income and other income during fiscal 2017 as a result of the recently adopted revenue recognition standard, recently adopted presentation of net periodic pension cost and net periodic post-retirement benefit costs and the reclassification of a loss on sale of assets (in thousands, except per share data). Fiscal 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption Reclassification of Loss on Sale of Assets As Adjusted Net sales $ 1,668,056 $ (21,669) $ — $ — $ 1,646,387 Cost of goods sold 1,205,809 — — — 1,205,809 Gross profit 462,247 (21,669) — — 440,578 Selling, general and administrative expenses 205,234 (21,669) 1,491 (1,608) 183,448 Loss on sale of assets — — — 1,608 1,608 Operating income 239,402 — (1,491) — 237,911 Other income (1,607) — (1,491) — (3,098) Net income $ 217,463 $ — $ — $ — $ 217,463 Earnings per share: Basic $ 3.27 $ — $ — $ — $ 3.27 Diluted $ 3.26 $ — $ — $ — $ 3.26 In January 2017, the FASB issued a new ASU that clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business may affect many areas of accounting, including acquisitions, disposals, goodwill and consolidation. The ASU is applied on a prospective basis and was effective for fiscal years beginning after December 15, 2017. We adopted this standard as of the first quarter of fiscal 2018, and there was no material impact to our consolidated financial statements. We applied this ASU while evaluating whether McCann’s Clabber Girl In August 2016, the FASB issued a new ASU to provide guidance on eight specific cash flow classification issues and reduce diversity in practice in how some cash receipts and cash payments are presented and classified on the statement of cash flows. The ASU was effective for fiscal years beginning after December 15, 2017. We adopted this standard as of the first quarter of fiscal 2018, and there was no material impact to our consolidated financial statements. In March 2016, the FASB issued a new ASU that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires that excess tax benefits (which represent the excess of actual tax benefits received at the date of vesting or settlement over the benefits recognized over the vesting period or upon issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon issuance of share-based payments) be recorded in the income statement as a reduction of income taxes when the awards vest or are settled. The new guidance also requires excess tax benefits to be classified as an operating activity in the statement of cash flows rather than as a financing activity. As a result of this adoption, we recognized discrete tax benefits of $0.8 million in the income taxes line item of our consolidated statement of operations for fiscal 2017 related to excess tax benefits upon vesting or settlement in that period. We elected to adopt the cash flow presentation of the excess tax benefits prospectively, commencing with our statement of cash flows for the first quarter of 2017, where we began classifying these benefits, along with other income tax cash flows, as an operating activity. We excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings per share for fiscal 2017. 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 ASU was effective beginning with the first quarter of fiscal 2017. We adopted the provisions of this ASU at the beginning of fiscal 2017 and applied the required changes in accounting principle on a retrospective basis. The update impacted presentation and disclosure only, and therefore, the adoption of this ASU did not have any impact on our results of operations or liquidity. In July 2015, the FASB issued a new ASU that simplifies the subsequent measurement of inventories by replacing the current lower of cost or market test with a lower of cost and net realizable value test. We adopted the provisions of this ASU at the beginning of fiscal 2017. The adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity. (s) Recently Issued Accounting Standards In June 2016, the FASB issued a new ASU which modifies the measurement of expected credit losses of certain financial instruments. This ASU replaces the incurred loss methodology for recognizing credit losses with a current expected credit losses model and applies to all financial assets, including trade accounts receivables. The update is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The amendments in this ASU should be applied on a modified retrospective basis to all periods presented. We intend to adopt the provisions of this ASU in the first quarter of 2020. Currently, we do not expect the adoption of the new standard to have a material impact to our consolidated financial statements and related disclosures. In December 2019, the FASB issued a new ASU which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The update is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. We currently expect to adopt the standard when it becomes effective. We are in the process of evaluating the impact of the adoption of this ASU. Currently, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. In August 2018, the FASB issued a new ASU which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in software licensing arrangements under the internal-use software guidance. The update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. Currently, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The update is effective for fiscal years beginning after December 15, 2020. We expect to update our defined benefit pension plan disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for fair value measurement. The update is effective for fiscal years beginning after December 15, 2019. We expect to update our fair value measurement disclosures when the new standard becomes effective. We do not expect the adoption of this ASU t |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 28, 2019 | |
Acquisitions And Divestitures | |
Acquisitions and Divestitures | (3) Acquisitions and Divestitures Acquisitions On May 15, 2019, we acquired Clabber Girl Corporation, a leader in baking products, including baking powder, baking soda and corn starch, from Hulman & Company for approximately $84.6 million in cash. In addition to Clabber Girl Rumford Davis Hearth Club Royal Royal Clabber Girl On July 16, 2018, we acquired the McCann’s McCann’s On October 2, 2017, we acquired Back to Nature Foods Company, LLC and related entities, including the Back to Nature SnackWell’s Back to Nature 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. Indefinite-lived trademarks are deemed to have an indefinite useful life and are not amortized. Customer relationships and finite-lived trademarks acquired are amortized over 10 to 20 years. Goodwill and other intangible assets, except in the case of the Victoria Back to Nature Clabber Girl Acquisition The following table sets forth the preliminary allocation of the Clabber Girl Preliminary Allocation: May 15, 2019 Cash and cash equivalents $ 2,202 Trade accounts receivable, net 5,627 Inventories 10,641 Prepaid expenses and other current assets 154 Income tax receivable 7 Property, plant and equipment, net 20,697 Operating lease right-of-use assets 7,841 Trademarks — indefinite-lived intangible assets 19,600 Customer relationships — finite-lived intangible assets 18,500 Trade accounts payable (3,007) Accrued expenses (1,315) Current portion of operating lease liabilities (952) Long-term operating lease liabilities, net of current portion (7,319) Goodwill 11,956 Total purchase price (paid in cash) $ 84,632 McCann’s Acquisition The following table sets forth the allocation of the McCann’s accrued McCann’s Allocation: July 16, 2018 Property, plant and equipment $ 12 Inventories 973 Trademarks — indefinite-lived intangible assets 24,800 Customer relationships — finite-lived intangible assets 2,000 Accrued expenses (292) Goodwill 3,294 Total purchase price (paid in cash) $ 30,787 Back to Nature Acquisition The following table sets forth the allocation of the Back to Nature Back to Nature Allocation: October 2, 2017 Trademarks — indefinite-lived intangible assets $ 109,900 Trademarks — finite-lived intangible assets 12,800 Goodwill 36,334 Customer relationships — finite-lived intangible assets 14,700 Inventories 5,088 Long-term deferred income tax liabilities, net (9,892) Other working capital (6,082) Total purchase price (paid in cash) $ 162,848 Unaudited Pro Forma Summary of Operations None of the Clabber Girl, McCann’s Back to Nature Pirate Brands Divestiture On October 17, 2018, we sold Pirate Brands to The Hershey Company for a purchase price of $420.0 million in cash. Pirate Brands includes the Pirate’s Booty Smart Puffs Original Tings . October 17, 2018 Cash received $ 420,002 Assets sold: Inventories (6,688) Property, plant and equipment (404) Customer relationships — finite-lived intangible assets (8,408) Trademarks — indefinite-lived intangible assets (152,800) Goodwill (70,952) Other (77) Total assets sold (239,328) Expenses (4,288) Gain on sale of assets $ 176,386 In December 2018, the compensation committee of our board of directors approved a special bonus pool of $6.0 million that was paid in fiscal 2019 to our executive officers and certain members of management to recognize their significant contributions to the successful operation of Pirate Brands during our company’s five years of ownership of Pirate Brands and to the successful completion of the Pirate Brands sale at a sale price more than double what our company paid for Pirate Brands in 2013. |
Inventories
Inventories | 12 Months Ended |
Dec. 28, 2019 | |
Inventories | |
Inventories | (4) Inventories Inventories consist of the following, as of the dates indicated (in thousands): December 28, 2019 December 29, 2018 Raw materials and packaging $ 65,673 $ 61,905 Work-in-process 111,866 95,282 Finished goods 294,648 244,168 Inventories $ 472,187 $ 401,355 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 28, 2019 | |
Property, Plant and Equipment, net. | |
Property, Plant and Equipment, net | (5) Property, plant and equipment, net, consists of the following as of the dates indicated (in thousands): December 28, 2019 December 29, 2018 Land and improvements $ 13,097 $ 11,718 Buildings and improvements 135,928 125,768 Machinery and equipment 339,318 311,457 Office furniture, vehicles and computer equipment 1 71,365 45,230 Construction-in-progress 15,680 18,580 Property, plant and equipment, cost 575,388 512,753 Less: accumulated depreciation (270,454) (230,200) Property, plant and equipment, net $ 304,934 $ 282,553 (1) Computer equipment includes hardware and software. The increase during fiscal 2019 was primarily due to the implementation of our new enterprise resource planning (ERP) system, for which there was $23.1 million placed in service during the year. Depreciation expense was $40.2 million, $35.3 million and $31.6 million for fiscal 2019, 2018 and 2017, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 28, 2019 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (6) 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): December 28, 2019 December 29, 2018 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 19,600 $ 4,462 $ 15,138 $ 19,600 $ 3,369 $ 16,231 Customer relationships 354,090 129,402 224,688 335,590 111,952 223,638 Total finite-lived intangible assets $ 373,690 $ 133,864 $ 239,826 $ 355,190 $ 115,321 $ 239,869 Indefinite-Lived Intangible Assets Goodwill $ 596,391 $ 584,435 Trademarks $ 1,375,300 $ 1,355,700 As a result of the Clabber Girl Amortization expense associated with finite-lived intangible assets was $18.5 million, $18.3 million and $17.6 million during fiscal 2019, 2018 and 2017, respectively, and is recorded in operating expenses. We expect to recognize $18.9 million of amortization expense in each of the fiscal years 2020, 2021 2022 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 28, 2019 | |
Long-Term Debt | |
Long-Term Debt | (7) Long-Term Debt Long-term debt consists of the following, as of the dates indicated (in thousands): December 28, 2019 December 29, 2018 Revolving credit loans: Outstanding principal $ — $ 50,000 Revolving credit loans, net (1) — 50,000 Tranche B term loans due 2026 (2) Outstanding principal 450,000 — Unamortized deferred debt financing costs (4,042) — Unamortized discount (2,180) — Tranche B term loans due 2026, net 443,778 — 4.625% senior notes due 2021 (2) Outstanding principal — 700,000 Unamortized deferred debt financing costs — (3,687) 4.625% senior notes due 2021, net — 696,313 5.25% senior notes due 2025: Outstanding principal 900,000 900,000 Unamortized deferred debt financing costs (9,077) (10,807) Unamortized premium 2,832 3,371 5.25% senior notes due 2025, net 893,755 892,564 5.25% senior notes due 2027: Outstanding principal 550,000 — Unamortized deferred debt financing costs (7,750) — 5.25% senior notes due 2027, net 542,250 — Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 1,879,783 1,638,877 Current portion of long-term debt (5,625) — Long-term debt, net of unamortized deferred debt financing costs and discount/premium and excluding current portion $ 1,874,158 $ 1,638,877 (1) Unamortized deferred debt financing costs related to our revolving credit facility were $2.2 million and $3.0 million as of December 28, 2019 and December 29, 2018, respectively. These amounts are included in other assets in the accompanying consolidated balance sheets. The $3.0 million as of December 29, 2018 was reclassified during fiscal 2019 from long-term debt to other assets in the accompanying consolidated balance sheet. (2) On October 10, 2019, we redeemed all $700.0 million aggregate principal amount of our 4.625% senior notes due 2021 and incurred $450.0 million of new long-term debt in the form of tranche B term loans that mature in 2026. We recorded a loss on extinguishment of debt of $1.2 million in the fourth quarter of 2019. Senior Secured Credit Agreement. On October 10, 2019, we amended our senior secured credit agreement to, among other things, provide for an incremental $450.0 million tranche B term loan facility, which closed and funded on October 10, 2019. We used the proceeds of the tranche B term loans, together with the net proceeds of our recently completed offering of $550.0 million aggregate principal amount of 5.25% senior notes due 2027, to redeem all $700.0 million aggregate principal amount of our 4.625% senior notes due 2021, repay a portion of our borrowings under our revolving credit facility, pay related fees and expenses and for general corporate purposes. The tranche B term loans mature on October 10, 2026 and are subject to amortization at the rate of 1% per year with the balance due and payable on the maturity date. If we prepay all or any portion of the tranche B term loans within six months of the funding of the tranche B term loans in connection with a financing that has a lower interest rate or weighted average yield than the tranche B term loans, we will owe a repayment fee equal to 1% of the amount prepaid. Otherwise, we may prepay the term loans 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 tranche B term loans are subject to mandatory prepayment upon certain asset dispositions or casualty events and issuances of indebtedness. Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with our credit agreement, including a base rate per annum plus an applicable margin of 1.00%, and LIBOR plus an applicable margin of 2.50%. As of December 28, 2019, our revolving credit facility under our credit agreement was undrawn and the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $1.6 million, was $698.4 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. The revolving credit facility matures on November 21, 2022. Interest under the revolving credit facility, including any outstanding letters of credit 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 0.25% to 0.75%, and LIBOR plus an applicable margin ranging from 1.25% to 1.75%, in each case depending on our consolidated leverage ratio. We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility. The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for revolving loans that are Eurodollar (LIBOR) loans. The revolving credit facility matures on November 21, 2022. We may prepay 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. 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 on a pro forma basis) may not exceed 7.00 to 1.00. 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 December 28, 2019, we were in compliance with all of the covenants, including the financial covenants, in the credit agreement. The credit agreement also provides for an incremental term loan and revolving loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide unlimited additional amounts of term loans or revolving loans or both on terms substantially consistent with those provided under the credit agreement. Among other things, the utilization of the incremental facility is conditioned on our ability to meet a maximum senior secured leverage ratio of 4.00 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility. 4.625% Senior Notes due 2021. 5.25% Senior Notes due 2025. We used the net proceeds of the April 2017 offering to repay all of the outstanding borrowings and amounts due under our revolving credit facility and tranche A term loans, to pay related fees and expenses and for general corporate purposes. We used the net proceeds of the November 2017 offering to repay all of the then outstanding borrowings and amounts due under our revolving credit facility, to pay related fees and expenses and for general corporate purposes. Interest on the 5.25% senior notes due 2025 is payable on April 1 and October 1 of each year, commencing October 1, 2017. The 5.25% senior notes due 2025 will mature on April 1, 2025, unless earlier retired or redeemed as described below. On or after April 1, 2020, we may redeem some or all of the 5.25% senior notes due 2025 at a redemption price of 103.9375% beginning April 1, 2020 and thereafter at prices declining annually to 100% on or after April 1, 2023, 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 5.25% senior notes due 2025 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 5.25% senior notes due 2025 through cash repurchases of the 5.25% senior notes due 2025 and/or exchanges of the 5.25% senior notes due 2025 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 5.25% senior notes due 2025 are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The 5.25% senior notes due 2025 and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 5.25% senior notes due 2025. The indenture governing the 5.25% senior notes due 2025 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 December 28, 2019, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes due 2025 . 5.25% Senior Notes due 2027. We used the proceeds of the offering, together with the proceeds of incremental term loans made during the fourth quarter of 2019 to redeem all of our outstanding 4.625% senior notes due 2021, repay a portion of our borrowings under our revolving credit facility, pay related fees and expenses and for general corporate purposes. Interest on the 5.25% senior notes due 2027 is payable on March 15 and September 15 of each year, commencing March 15, 2020. The 5.25% senior notes due 2027 will mature on September 15, 2027, unless earlier retired or redeemed as described below. We may redeem some or all of the 5.25% senior notes due 2027 at a redemption price of 103.938% beginning March 1, 2022 and thereafter at prices declining annually to 100% on or after March 1, 2025, in each case plus accrued and unpaid interest to the date of redemption. We may redeem up to 40% of the aggregate principal amount of the 5.25% senior notes due 2027 prior to March 1, 2022 with the net proceeds from certain equity offerings. We may also redeem some or all of the 5.25% senior notes due 2027 at any time prior to March 1, 2022 at a redemption price equal to the make-whole amount set forth in the tenth supplemental indenture. In addition, if we undergo a change of control or upon certain asset sales, we may be required to offer to repurchase the 5.25% senior notes due 2027 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 5.25% senior notes due 2027 through cash repurchases of the 5.25% senior notes due 2027 and/or exchanges of the 5.25% senior notes due 2027 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 5.25% senior notes due 2027 are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The 5.25% senior notes due 2027 and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 5.25% senior notes due 2027. The indenture governing the 5.25% senior notes due 2027 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 December 28, 2019, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes due 2027. Subsidiary Guarantees. Loss on Extinguishment of Debt. Contractual Maturities 1 Aggregate Contractual Maturities Fiscal year: 2020 $ 5,625 2021 4,500 2022 4,500 2023 4,500 2024 4,500 Thereafter 1,876,375 Total $ 1,900,000 (1) Fiscal years 2020 to 2024 reflect required 1% amortization prepayments of our tranche B term loan due 2026. Accrued Interest |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 28, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | (8) 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 GAAP, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value. Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature. The three levels are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable for the asset or liability, either directly or indirectly. Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses, 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. The carrying values and fair values of our revolving credit loans, term loans and senior notes as of December 28, 2019 and December 29, 2018 were as follows (in thousands): December 28, 2019 December 29, 2018 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ — $ — $ 50,000 $ 50,000 (1) Tranche B term loans due 2026 447,820 (2) 451,179 (3) — — 4.625% senior notes due 2021 — (4) — 700,000 684,250 (3) 5.25% senior notes due 2025 902,832 (5) 929,917 (3) 903,371 (5) 837,877 (3) 5.25% senior notes due 2027 $ 550,000 (6) $ 550,000 (3) $ — $ — (1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. (2) On October 10, 2019, we incurred new long-term debt in the form of tranche B term loans that mature in 2026. The carrying value of the tranche B term loans includes a discount. At December 28, 2019, the face amount of the tranche B term loans was $450.0 million. (3) Fair values are estimated based on quoted market prices. (4) On October 10, 2019, we redeemed all $700.0 million aggregate principal amount of our 4.625% senior notes due 2021. See Note 7, “Long-Term Debt.” (5) The carrying values of the 5.25% senior notes due 2025 include a premium. At December 28, 2019 the face amount of the 5.25% senior notes due 2025 was $900.0 million. (6) On September 26, 2019, we issued $550.0 million aggregate principal amount of 5.25% senior notes due 2027. See Note 7, “Long-Term Debt.” There was no Level 3 activity during fiscal 2019, 2018 or 2017. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 28, 2019 | |
Accumulated Other Comprehensive Loss. | |
Accumulated Other Comprehensive Loss | (9) Accumulated Other Comprehensive Loss The reclassifications from accumulated other comprehensive loss (AOCL) for fiscal 2019, 2018 and 2017 were as follows (in thousands): Amount Reclassified From AOCL Affected Line Item in the Statement Where Net Income Details about AOCL Components Fiscal 2019 Fiscal 2018 Fiscal 2017 (Loss) is Presented Defined benefit pension plan items Amortization of unrecognized prior service cost $ — $ 2 $ 35 See (1) below Amortization of unrecognized loss 861 696 517 See (1) below Accumulated other comprehensive loss before tax 861 698 552 Total before tax Tax expense (211) (174) (218) Income tax expense Total reclassification $ 650 $ 524 $ 334 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 12, “Pension Benefits,” for additional information. Changes in AOCL for fiscal 2019, 2018 and 2017 were as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at December 31, 2016 $ (7,200) $ (12,164) $ (19,364) Other comprehensive (loss) income before reclassifications (6,119) 4,393 (1,726) Amounts reclassified from AOCL 334 — 334 Net current period other comprehensive (loss) income (5,785) 4,393 (1,392) Balance at December 30, 2017 (12,985) (7,771) (20,756) Other comprehensive income (loss) before reclassifications 237 (3,507) (3,270) Amounts reclassified from AOCL 524 — 524 Net current period other comprehensive income (loss) 761 (3,507) (2,746) Balance at December 29, 2018 (12,224) (11,278) (23,502) Other comprehensive (loss) income before reclassifications (13,187) 4,145 (9,042) Amounts reclassified from AOCL 650 — 650 Net current period other comprehensive (loss) income (12,537) 4,145 (8,392) Balance at December 28, 2019 $ (24,761) $ (7,133) $ (31,894) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 28, 2019 | |
Income Taxes | |
Income Taxes | (10) Income Taxes The components of income before income tax expense consist of the following (in thousands): Fiscal 2019 Fiscal 2018 Fiscal 2017 U.S. $ 101,110 $ 217,044 $ 136,015 Foreign 4,582 5,233 12,047 Total $ 105,692 $ 222,277 $ 148,062 Income tax expense (benefit) consists of the following (in thousands): Fiscal 2019 Fiscal 2018 Fiscal 2017 Current: Federal $ 1,650 $ 41,583 $ 3,977 State 3,872 7,775 2,584 Foreign 3,366 1,978 4,563 Current income tax expense 8,888 51,336 11,124 Deferred: Federal 19,541 3,508 (88,716) State 3,005 (3,190) 10,401 Foreign (2,131) (1,812) (2,210) Deferred income taxes 20,415 (1,494) (80,525) Income tax expense (benefit) $ 29,303 $ 49,842 $ (69,401) Income tax expense differs from the expected income tax expense (computed by applying the U.S. federal income tax rate of 21% for fiscal year 2019, 21% for fiscal year 2018 and 35% for fiscal year 2017 to income before income tax expense) as a result of the following: Fiscal 2019 Fiscal 2018 Fiscal 2017 Expected tax expense 21.0 % 21.0 % 35.0 % Increase (decrease): State income taxes, net of federal income tax benefit 5.2 2.9 4.4 Impact on deferred taxes from changes in state tax rates 0.6 (1.6) 3.9 Foreign income taxes 1.4 0.8 2.3 Impact on deferred taxes from U.S. Tax Act — 0.3 (90.0) Permanent differences 0.3 0.1 (0.4) Foreign tax credit (0.3) (0.1) (1.6) Other (0.5) (1.0) (0.5) Total 27.7 % 22.4 % (46.9) % In the fourth quarter of 2017, as a result of the U.S. Tax Act, we remeasured our U.S. deferred tax assets and liabilities at the lower U.S. corporate income tax rate, which resulted in a discrete tax benefit of approximately $133.3 million. In fiscal 2019, 2018 and 2017, changes in state apportionments, state filings or state tax laws impacted our deferred blended state rate, resulting in a deferred state tax expense in fiscal 2019 of $0.8 million, a state tax benefit in fiscal 2018 of $3.5 million and state tax expense in fiscal 2017 of $5.8 million. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 28, December 29, 2019 2018 Deferred tax assets: Accounts receivable, principally due to allowance $ 25 $ 24 Inventories, principally due to additional costs capitalized for tax purposes 2,611 2,090 Operating lease liabilities 10,277 — Accrued expenses and other liabilities 12,809 8,512 Net operating losses and tax credit carryforwards 4,927 4,663 Interest expense deductions limitation 7,427 — Gross deferred tax assets 38,076 15,289 Valuation allowances (1,702) (961) Deferred tax assets, net 36,374 14,328 Deferred tax liabilities: Unrealized gains (104) — Property, plant and equipment (24,054) (18,592) Goodwill and other intangible assets (239,627) (217,811) Prepaid expenses and other assets (9,939) (8,887) Operating lease right-of-use assets (9,618) — Gross deferred tax liabilities (283,342) (245,290) Net deferred tax liabilities $ (246,968) $ (230,962) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income and reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, a valuation allowance of $1.7 million and $1.0 million was recorded during fiscal 2019 and 2018, respectively, to record only the portion of the deferred tax asset that management believes it is more likely than not that we will realize the benefits of these deductible differences. There was no valuation allowance recorded during fiscal 2017. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during future periods are reduced. At December 28, 2019 and December 29, 2018, we had $0.7 million and $0.6 million, respectively, of reserves for uncertain tax positions which represents an increase of $0.1 million in fiscal 2019 for additional interest and penalties. Our policy is to classify interest and penalties resulting from income tax uncertainties as income tax expense. At December 28, 2019 we had intangible assets of $988.5 million for tax purposes, which are amortizable through 2034. We operate in multiple taxing jurisdictions within the United States, Canada and Mexico and from time to time face audits from various tax authorities regarding the deductibility of certain expenses, state income tax nexus, intercompany transactions, transfer pricing and other matters. Currently, we are not undergoing any examinations by any tax authorities. We remain subject to examination in all of our tax jurisdictions until the applicable statutes of limitations expire. Fiscal 2015 and subsequent years remain open to examination. As of December 28, 2019, a summary of the tax years that remain subject to examination in our major tax jurisdictions are: United States—Federal 2016 and forward United States—States 2015 and forward Canada 2015 and forward Mexico 2015 and forward U.S. Tax Act Under FASB ASC Topic 740, Income Taxes, we are required to revalue any deferred tax assets or liabilities in the period of enactment of change in tax rates. Beginning on January 1, 2018, the U.S. Tax Act lowered the U.S. federal corporate income tax rate from 35% to 21% on our U.S. earnings from that date and beyond. The revaluation of our U.S. deferred tax assets and liabilities to the lower 21% corporate tax rate reduced our net U.S. deferred income tax liability by approximately $133.3 million and was reflected as an income tax benefit in fiscal 2017. This tax benefit was partially offset by an increase in our blended state rate of approximately $5.8 million and a repatriation expense of $0.9 million in fiscal 2017. The reduction in the corporate income tax rate from 35% to 21% was effective for our fiscal 2018 and subsequent years. Our consolidated effective tax rate was approximately 27.7% and 22.4% for fiscal 2019 and fiscal 2018, respectively. We also expect to realize a cash tax benefit for future bonus depreciation on certain business additions, which, together with the reduced income tax rate, we expect to reduce our cash income tax payments. The U.S. Tax Act also limits the deduction for net interest expense (including treatment of depreciation and other deductions in arriving at adjusted taxable income) incurred by a corporate taxpayer to 30% of the taxpayer’s adjusted taxable income. We were not impacted by this limitation in fiscal 2018 due to the gain on the Pirate Brands sale which increased our adjusted taxable income. However, in fiscal 2019 this limitation resulted in an increase to our taxable income of $30.2 million and we accordingly established a deferred tax asset of $7.4 million without a valuation allowance. Although our interest expense exceeded 30% of our adjusted taxable income in fiscal 2019, at this time we do not believe this limitation has had, or will have, a material adverse impact on our business or financial results because any interest that is non-deductible may be carried forward indefinitely and we believe we have sufficient deferred tax liabilities to offset any deferred tax assets resulting from currently non-deductible interest expense. The U.S. Treasury issued several regulations supplementing the U.S. Tax Act in 2018, including detailed guidance clarifying the calculation of the mandatory tax on previously unrepatriated earnings, application of the existing foreign tax credit rules to newly created categories and expanding details for application of the base erosion tax on affiliate payments. These regulations are to be applied retroactively and did not materially impact our 2018 or 2019 tax rates. The ultimate impact of the U.S. Tax Act on our reported results in fiscal 2020 and beyond may differ from the estimates provided in this report, possibly materially, due to guidance that may be issued and other actions we may take as a result of the U.S. Tax Act different from that currently contemplated. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 28, 2019 | |
Capital Stock | |
Capital Stock | (11) Capital Stock Voting Rights. Dividends. Additional Issuance of Our Authorized Common Stock and Preferred Stock. Stock Repurchases Under that authorization, we repurchased and retired 1,397,148 shares of common stock at an average price per share (excluding fees and commissions) of $26.41, or $36.9 million in the aggregate, including 694,749 shares of common stock at an average price per share (excluding fees and commissions) of $26.65, or $18.5 million in the aggregate, during the second quarter of 2018, 295,377 shares of common stock at an average price per share (excluding fees and commissions) of $28.39, or $8.4 million in the aggregate, during the fourth quarter of 2018 and 407,022 shares of common stock at an average price per share (excluding fees and commissions) of $24.55, or $10.0 million in the aggregate, during the first quarter of 2019. On March 12, 2019, our board of directors authorized an extension of our stock repurchase program from March 15, 2019 to March 15, 2020. In extending the repurchase program, our board of directors also reset the repurchase authority to up to $50.0 million. Under the new authorization, we repurchased and retired 1,330,865 shares of common stock at an average price per share, excluding fees and commissions, of $18.55, or $24.7 million in the aggregate, during the third quarter of 2019. As of December 28, 2019, we had $25.3 million available for future repurchases of common stock under the stock repurchase program and we had 64,044,649 shares of common stock outstanding. We did not repurchase any shares of common stock during fiscal 2017. Under the authorization, we may purchase shares of common stock from time to time in the open market or in privately negotiated transactions in compliance with the applicable rules and regulations of the SEC. The timing and amount of future stock repurchases, if any, under the program will be at the discretion of management, and will depend on a variety of factors, including price, available cash, general business and market conditions and other investment opportunities. Therefore, we cannot assure you as to the number or aggregate dollar amount of additional shares, if any, that will be repurchased under the program. We may discontinue the program at any time. Any shares repurchased pursuant to the program will be retired. See Note 12, “Pension Benefits,” for disclosure relating to shares of our company’s common stock purchased by our defined benefit pension plans. |
Pension Benefits
Pension Benefits | 12 Months Ended |
Dec. 28, 2019 | |
Pension Benefits | |
Pension Benefits | (12) Pension Benefits As of December 28, 2019, we had four company-sponsored defined benefit pension plans covering approximately 39.7% of our employees. The benefits are based on years of service and the employee’s compensation, as defined. Effective January 1, 2020, newly hired employees are no longer eligible to participate in our defined benefit pension plans. The following table sets forth our defined benefit pension plans’ benefit obligation, fair value of plan assets and funded status recognized in the consolidated balance sheets. We used December 28, 2019 and December 29, 2018 measurement dates for fiscal 2019 and 2018, respectively, to calculate end of year benefit obligations, fair value of plan assets and annual net periodic benefit cost (in thousands): December 28, December 29, 2019 2018 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 138,152 $ 143,972 Actuarial loss (gain) 28,038 (15,126) Service cost 7,140 7,710 Interest cost 5,734 5,064 Benefits paid (3,700) (3,468) Projected benefit obligation at end of year 175,364 138,152 Change in plan assets: Fair value of plan assets at beginning of year 119,706 124,252 Actual return (loss) on plan assets 18,284 (6,678) Employer contributions 5,000 5,600 Benefits paid (3,701) (3,468) Fair value of plan assets at end of year 139,289 119,706 Net amount recognized: Other assets 534 805 Other long-term liabilities (36,609) (19,251) Funded status at the end of the year (36,075) (18,446) Amount recognized in accumulated other comprehensive loss consists of: Prior service cost — — Actuarial loss (36,430) (19,786) Deferred taxes 11,669 7,562 Accumulated other comprehensive loss $ (24,761) $ (12,224) The accumulated benefit obligations of these plans were $161.4 million and $129.4 million at December 28, 2019 and December 29, 2018, respectively. The following information is presented for those plans with an accumulated benefit obligation in excess of plan assets (in thousands): December 28, December 29, 2019 2018 Accumulated benefit obligation $ 155,794 $ 54,601 Fair value of plan assets $ 133,191 $ 40,935 The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost in fiscal 2020 were as follows (in thousands): Fiscal 2020 Prior service cost $ — Actuarial loss 1,586 Total $ 1,586 The assumptions used in the measurement of our benefit obligation as of December 28, 2019 and December 29, 2018 are shown in the following table: December 28, December 29, 2019 2018 Discount rate 3.03 - 3.18 % 4.08 - 4.18 % Rate of compensation increase 3.00 % 3.00 % Expected long-term rate of return 6.50 % 6.50 % The discount rate used to determine year-end fiscal 2019 and fiscal 2018 pension benefit obligations was derived by matching the plans’ expected future cash flows to the corresponding yields from the FTSE Pension Discount Curve (formerly known as the Citigroup Pension Discount Curve). This yield curve has been constructed to represent the available yields on high-quality fixed-income investments across a broad range of future maturities. The overall expected long-term rate of return on plan assets assumption is based upon a building-block method, whereby the expected rate of return on each asset class is broken down into the following components: (1) inflation; (2) the real risk-free rate of return (i.e., the long-term estimate of future returns on default-free U.S. government securities); and (3) the risk premium for each asset class (i.e., the expected return in excess of the risk-free rate). All three components are based primarily on historical data, with modest adjustments to take into account additional relevant information that is currently available. For the inflation and risk-free return components, the most significant additional information is that provided by the market for nominal and inflation-indexed U.S. Treasury securities. That market provides implied forecasts of both the inflation rate and risk-free rate for the period over which currently available securities mature. The historical data on risk premiums for each asset class is adjusted to reflect any systemic changes that have occurred in the relevant markets; e.g., the higher current valuations for equities, as a multiple of earnings, relative to the longer-term average for such valuations. Net periodic pension cost includes the following components (in thousands): Fiscal 2019 Fiscal 2018 Fiscal 2017 Service cost—benefits earned during the period $ 7,140 $ 7,710 $ 6,334 Interest cost on projected benefit obligation 5,734 5,064 4,998 Expected return on plan assets (7,750) (8,134) (7,041) Amortization of unrecognized prior service cost — 2 35 Amortization of unrecognized loss 861 696 517 Net periodic pension cost $ 5,985 $ 5,338 $ 4,843 In fiscal 2018, as a result of adopting the ASU issued by the FASB in March 2017, which improved the presentation of net periodic pension cost and net periodic post-retirement benefit costs, we reclassified net periodic pension cost, excluding service cost, out of selling, general and administrative expenses and into other income on our consolidated statements of operations in the amount of $2.4 million and $1.5 million for fiscal 2018 and 2017 , respectively. The non-service portion of net periodic pension cost and net periodic post-retirement benefit costs included in other income for fiscal 2019 was $1.2 million. Our pension plan assets are managed by outside investment managers; assets are rebalanced at the end of each quarter. Our investment strategy with respect to pension assets is to maximize return while protecting principal. The investment manager has the flexibility to adjust the asset allocation and move funds to the asset class that offers the most opportunity for investment returns. The asset allocation for our pension plans at December 28, 2019 and December 29, 2018, and the target allocation for fiscal 2019, by asset category, follows: Percentage of Plan Assets at Year End Target December 28, December 29, Asset Category Allocation 2019 2018 Equity securities 70 % 65 % 65 % Fixed income securities 30 % 31 % 31 % Other — % 4 % 4 % Total 100 % 100 % 100 % The general investment objective of each of the pension plans is to grow the plan assets in relation to the plan liabilities while prudently managing the risk of a decrease in the plan’s assets relative to those liabilities. To meet this objective, our management has adopted the above target allocations that it reconsiders from time to time as circumstances change. The actual plan asset allocations may be within a range around these targets. The actual asset allocations are reviewed and rebalanced on a periodic basis. The fair values of our pension plan assets at December 28, 2019 and December 29, 2018, utilizing the fair value hierarchy discussed in Note 8, “Fair Value Measurements” follow (in thousands): December 28, 2019 December 29, 2018 Level 1 Levels 2 & 3 Level 1 Levels 2 & 3 Asset Category Cash $ 5,487 $ — $ 4,235 $ — Equity securities: U.S. mutual funds 57,390 — 43,645 — Foreign mutual funds 13,048 — 14,678 — U.S. common stocks 19,284 — 19,031 — Foreign common stocks 1,442 — 511 — Fixed income securities: U.S. mutual funds 42,638 — 37,606 — Total fair value of pension plan assets $ 139,289 $ — $ 119,706 $ — The investment portfolio contains a diversified blend of common stocks, bonds, cash equivalents and other investments, which may reflect varying rates of return. The investments are further diversified within each asset classification. The portfolio diversification provides protection against a single security or class of securities having a disproportionate impact on aggregate performance. Of the $19.3 million of U.S. common stocks in the investment portfolio at December 28, 2019, $7.2 million was invested in B&G Foods’ common stock. Of the $19.0 million of U.S. common stocks in the investment portfolio at December 29, 2018, $11.5 million was invested in B&G Foods’ common stock. As of December 28, 2019, pension plan benefit payments were expected to be as follows (in thousands): Pension Plan Benefit Payments Fiscal year: 2020 $ 4,219 2021 4,628 2022 5,152 2023 5,552 2024 6,046 2025 to 2029 $ 39,044 We expect to make $4.0 million of contributions to our company-sponsored defined benefit pension plans during fiscal 2020. We also sponsor defined contribution plans covering substantially all of our employees. Employees may contribute to these plans and these contributions are matched by us at varying amounts. Contributions for the matching component of these plans amounted to $1.9 million, $1.7 million and $1.6 million for fiscal 2019, 2018 and 2017, respectively. During the second quarter of 2018, our defined benefit pension plans purchased 227,667 shares of our company’s common stock at an average price per share (excluding fees and commissions) of $28.27, or $6.4 million in the aggregate. Multi-Employer Defined Benefit Pension Plan. We were notified that for the plan year beginning January 1, 2012, the plan was in critical status and classified in the Red Zone, and for the plan year beginning January 1, 2018, the plan was in critical and declining status. As of the date of the accompanying audited consolidated financial statements, the plan remains in critical and declining 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, assuming consistent hours are worked. B&G Foods made contributions to the plan of $0.9 million, $0.8 million and $0.9 million in fiscal 2019, 2018 and 2017, respectively. In fiscal 2019 we paid less than $0.3 million in surcharges and in each of fiscal 2018 and 2017, we paid less than $0.1 million in surcharges. In fiscal 2020 we expect to make $0.9 million of contributions and we expect to pay surcharges of less than $0.3 million in assuming consistent hours are worked. These contributions represented less than five percent of total contributions made to the plan. |
Leases
Leases | 12 Months Ended |
Dec. 28, 2019 | |
Leases | |
Leases | (13) Leases Operating Leases Clabber Girl December 28, 2019 Right-of-use assets: Operating lease right-of-use assets $ 38,698 Operating lease liabilities: Current portion of operating lease liabilities $ 9,813 Long-term operating lease liabilities, net of current portion 31,997 Total operating lease liabilities $ 41,810 We determine whether an arrangement is a lease at inception. We have operating leases for certain of our manufacturing facilities, distribution centers, warehouse and storage facilities, machinery and equipment, and office equipment. Our leases have remaining lease terms of one year to seven years, some of which include options options to terminate Supplemental information related to leases: Fiscal 2019 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 11,670 The components of lease costs were as follows: Cost of goods sold $ 3,508 Selling, general and administrative expenses 7,888 Total lease costs $ 11,396 Total rent expense was $13.4 million, including the operating lease costs of $11.4 million stated above, for fiscal 2019. Total rent expense was $13.1 million and $12.4 million for fiscal 2018 and 2017, respectively. Because our operating leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have lease agreements that contain both lease and non-lease components. With the exception of our real estate leases, we account for our leases as a single lease component. See Note 2, “Summary of Significant Accounting Policies — Newly Adopted Accounting Standards The following table shows the lease term and discount rate for our ROU assets as of December 28, 2019: December 28, 2019 Weighted average remaining lease term (years) 5.4 Weighted average discount rate 4.07% As of December 28, 2019, the maturities of operating lease liabilities were as follows (in thousands): Maturities of Operating Lease Liabilities Fiscal year: 2020 $ 11,295 2021 10,455 2022 5,771 2023 5,652 2024 5,026 Thereafter 8,513 Total undiscounted future minimum lease payments 46,712 Less: Imputed interest (4,902) Total present value of future operating lease liabilities $ 41,810 As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease standard (Topic 840), as of December 29, 2018, future minimum lease payments under non-cancelable operating leases in effect at year-end (with initial or remaining lease terms in excess of one year) for the periods set forth below were as follows (in thousands): Maturities of Operating Lease Liabilities Fiscal year: 2019 $ 12,298 2020 10,953 2021 8,991 2022 4,733 2023 4,784 Thereafter 8,445 Total undiscounted future minimum lease payments $ 50,204 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 28, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | (14) Commitments and Contingencies Legal Proceedings. Environmental. Collective Bargaining Agreements. Three of our collective bargaining agreements expire in the next twelve months. The collective bargaining agreement covering our Terre Haute facility, which covers approximately 100 employees, is scheduled to expire on March 27, 2020; the collective bargaining agreement covering our Roseland facility, which covers approximately 50 employees, is scheduled to expire on March 31, 2020; and the collective bargaining agreement covering our Ankeny facility, which covers approximately 275 employees, is scheduled to expire on April 5, 2020. While we believe that our relations with our union employees are in general good, we cannot assure you that we will be able to negotiate new collective bargaining agreements for our Terre Haute, Roseland and Ankeny facilities on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages. At this time, however, management does not expect that the outcome of these negotiations will have a material adverse impact on our business, financial condition or results of operations. Severance and Change of Control Agreements. |
Incentive Plans
Incentive Plans | 12 Months Ended |
Dec. 28, 2019 | |
Incentive Plans | |
Incentive Plans | (15) Incentive Plans Annual Bonus Plan. Omnibus Incentive Compensation Plan. The Omnibus Plan authorizes the grant of performance share awards, restricted stock, options, stock appreciation rights, deferred stock, stock units and cash-based awards to employees, non-employee directors and consultants. The total number of shares available for issuance under the Omnibus Plan is 4,500,000, of which 2,130,680 were available for future issuance as of December 28, 2019. Some of those shares are subject to outstanding performance share LTIAs and stock options as described in the table below. Performance Share Awards. Each performance share LTIA has a threshold, target and maximum payout. The awards are settled based upon our performance over the applicable performance period. For the performance share LTIAs granted to date, the applicable performance metric is and has been “excess cash” (as defined in the award agreements). If our performance fails to meet the performance threshold, then the awards will not vest and no shares will be issued pursuant to the awards. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the threshold amount (50% of the target number of shares) up to the maximum amount (200% of the target number of shares) may be earned. Subject to the performance goal for the applicable performance period being certified in writing by our compensation committee as having been achieved, shares of common stock are issued prior to March 15 following the completion of the performance period. The following table details the activity in our performance share LTIAs for fiscal 2019: Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Beginning of fiscal 2019 509,317 $ 27.30 Granted 382,574 $ 18.88 Vested (102,893) $ 29.04 Forfeited (127,693) $ 26.19 End of fiscal 2019 661,305 $ 22.37 (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. Stock Options. The following table details our stock option activity for fiscal 2019 (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 2019 1,194,105 $ 31.40 Granted 40,938 $ 22.68 Exercised — $ — Forfeited (120,114) $ 30.27 Cancelled (4,717) $ 30.49 Outstanding at end of fiscal 2019 1,110,212 $ 31.20 6.42 $ — Exercisable at end of fiscal 2019 815,442 $ 31.94 5.80 $ — The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following 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 for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The assumptions used in the Black-Scholes option-pricing model during fiscal 2019 and fiscal 2018 were as follows: Fiscal 2019 Fiscal 2018 Weighted average grant date fair value $ 2.44 $ 3.74 Expected volatility 31.3% 30.6% - 31.7% Expected term 5.5 years 5.5 - 6.5 years Risk-free interest rate 1.9% 2.6% - 2.8% Dividend yield 8.4% 6.7% - 8.1% Non-Employee Director Grants. Stock Options. The following table details the number of shares of common stock issued by our company during fiscal 2019, 2018 and 2017 upon the vesting of performance share long-term incentive awards and for non-employee director annual equity grants and other share-based compensation: Fiscal 2019 Fiscal 2018 Fiscal 2017 Number of performance shares vested 102,893 150,255 110,528 Shares withheld to fund statutory minimum tax withholding (36,965) (57,298) (42,368) Shares of common stock issued for performance share LTIAs 65,928 92,957 68,160 Shares of common stock issued upon the exercise of stock options — 1,787 4,011 Shares of common stock issued to non-employee directors for annual equity grants 45,848 35,039 20,559 Shares of restricted common stock issued to employees 32,059 — — Total shares of common stock issued 143,835 129,783 92,730 The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, stock options, non-employee director stock grants, restricted stock and other share-based payments) during the last three fiscal years and where that expense is reflected in our consolidated statements of operations (in thousands): Consolidated Statements of Operations Location Fiscal 2019 Fiscal 2018 Fiscal 2017 Compensation expense included in cost of goods sold $ 307 $ 1,236 $ 1,203 Compensation expense included in selling, general and administrative expenses 2,287 1,789 3,412 Total compensation expense for share-based payments $ 2,594 $ 3,025 $ 4,615 During fiscal 2019, we extended the time period for two non-employee directors to exercise 48,727 vested options under existing option agreements following retirement, disability or death or any other separation from the board other than for cause from the existing 180 days and 90 days to the earlier of three years after the applicable separation date and the then current expiration date of the options. During fiscal 2019, we also extended the time period for 578,149 vested options and 31,384 unvested options held by three retired executive officers and one retiring executive officer from the existing 180 days to the earlier of three years after the applicable retirement date and the then current expiration date of the options. In connection with the option extensions, we recognized an additional $0.7 million of pre-tax share-based compensation expense in the second quarter of 2019, which is reflected in the table above. As of December 28, 2019, we currently do not have any unrecognized compensation expense related to performance share LTIAs, as threshold performance objectives were not attained for the 2017 to 2019 performance share LTIAs and are not expected to be attained for the 2018 to 2020 or the 2019 to 2021 performance share LTIAs. As of December 28, 2019, there was $0.5 million of unrecognized compensation expense related to stock options, which is expected to be recognized during the upcoming fiscal year. |
Net Sales by Brand
Net Sales by Brand | 12 Months Ended |
Dec. 28, 2019 | |
Net Sales by Brand | |
Net Sales by Brand | (16) Net Sales by Brand The following table sets forth net sales by brand (in thousands): Fiscal 2019 Fiscal 2018 Fiscal 2017 Brand (1) Green Giant - $ 363,240 $ 372,696 $ 330,004 Spices & Seasonings (2) 249,374 255,965 259,196 Ortega 140,444 141,265 137,276 Green Giant - (3) 124,706 107,476 120,541 Maple Grove Farms of Vermont 70,557 68,048 67,987 Back to Nature (4) 60,947 69,704 20,283 Cream of Wheat 59,893 62,520 60,833 Mrs. Dash 58,781 58,676 59,816 Clabber Girl (5) 53,638 — — Pirate Brands (6) — 74,853 87,705 All other brands 478,834 489,561 502,746 Total $ 1,660,414 $ 1,700,764 $ 1,646,387 (1) Table includes net sales for each of our brands whose fiscal 2019 or fiscal 2018 net sales equaled or exceeded 3% of our total fiscal 2019 or total fiscal 2018 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 foodservice net sales attributable to the brand. (2) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016. Does not include net sales for Mrs. Dash and our other legacy spices & seasonings brands. (3) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (4) We completed the Back to Nature acquisition on October 2, 2017. See Note 3, “Acquisitions and Divestitures.” (5) We completed the Clabber Girl acquisition on May 15, 2019. See Note 3, “Acquisitions and Divestitures.” (6) We completed the Pirate Brands sale on October 17, 2018. See Note 3, “Acquisitions and Divestitures.” |
Workforce Reduction and Retirem
Workforce Reduction and Retirement Expenses | 12 Months Ended |
Dec. 28, 2019 | |
Workforce Reduction and Retirement Expenses | |
Workforce Reduction and Retirement Expenses | (17) Workforce Reduction and Retirement Expenses Workforce Reduction Expenses Retirement Expenses There were no workforce reduction or retirement expenses during fiscal 2017 or 2018. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 28, 2019 | |
Quarterly Financial Data (unaudited) | |
Quarterly Financial Data (unaudited) | (18) Quarterly Financial Data (unaudited) The following table shows a summary of our quarterly financial information for each of the four quarters of 2019 and 2018: First Second Third Fourth Quarter Quarter Quarter Quarter (In thousands, expect per share data) Net sales 2019 $ 412,734 $ 371,197 $ 406,311 $ 470,172 2018 $ 431,729 $ 388,378 $ 422,602 $ 458,055 Gross profit 2019 $ 88,079 $ 91,867 $ 108,781 $ 94,397 2018 $ 103,356 $ 81,173 $ 115,039 $ 49,932 Net income 2019 $ 16,791 $ 18,251 $ 31,088 $ 10,259 2018 $ 20,547 $ 7,976 $ 31,988 $ 111,924 Basic earnings per share (1) 2019 $ 0.26 $ 0.28 $ 0.48 $ 0.16 2018 $ 0.31 $ 0.12 $ 0.49 $ 1.70 Diluted earnings per share (1) 2019 $ 0.26 $ 0.28 $ 0.48 $ 0.16 2018 $ 0.31 $ 0.12 $ 0.48 $ 1.70 Cash dividends declared per share 2019 $ 0.475 $ 0.475 $ 0.475 $ 0.475 2018 $ 0.465 $ 0.475 $ 0.475 $ 0.475 (1) Earnings per share were computed individually for each of the quarters presented using the weighted average number of shares outstanding during each quarterly period, while earnings per share for the full year were computed using the weighted average number of shares outstanding during the full year; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the full year. |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 12 Months Ended |
Dec. 28, 2019 | |
Guarantor and Non-Guarantor Financial Information | |
Guarantor and Non-Guarantor Financial Information | (19) Guarantor and Non-Guarantor Financial Information As further discussed in Note 7, “Long-Term Debt,” our obligations under the 4.625% senior notes due 2021 were, and our obligations under the 5.25% senior notes due 2025 and the 5.25% senior notes due 2027 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 5.25% senior notes due 2025 or the 5.25% senior notes due 2027. We redeemed all of our 4.625% senior notes due 2021 on October 10, 2019. See Note 7, “Long-Term Debt.” The following condensed consolidating financial information presents the condensed consolidating balance sheet as of December 28, 2019 and December 29, 2018, the related condensed consolidating statement of operations for the fiscal years ended December 28, 2019 and December 29, 2018, and the related condensed consolidating statement of cash flows for the fiscal years ended December 28, 2019 and December 29, 2018, for: 1. 2. 3. 4. 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 December 28, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 6,955 $ 4,360 $ — $ 11,315 Trade accounts receivable, net — 130,289 13,619 — 143,908 Inventories — 399,935 72,252 — 472,187 Prepaid expenses and other current assets — 18,393 7,056 — 25,449 Income tax receivable — 8,311 623 — 8,934 Intercompany receivables — — (12,609) 12,609 — Total current assets — 563,883 85,301 12,609 661,793 Property, plant and equipment, net — 260,256 44,678 — 304,934 Operating lease right-of-use assets — 38,632 66 — 38,698 Goodwill — 596,391 — — 596,391 Other intangible assets, net — 1,615,126 — — 1,615,126 Other assets — 3,263 14 — 3,277 Deferred income taxes — — 7,371 — 7,371 Investments in subsidiaries 2,743,615 100,561 — (2,844,176) — Total assets $ 2,743,615 $ 3,178,112 $ 137,430 $ (2,831,567) $ 3,227,590 Liabilities and Stockholders’ Equity Current liabilities: Trade accounts payable $ — $ 100,488 $ 14,448 $ — $ 114,936 Accrued expenses — 51,951 3,708 — 55,659 Current portion of operating lease liabilities — 9,768 45 — 9,813 Current portion of long-term debt 5,625 — — — 5,625 Income tax payable — 125 329 — 454 Dividends payable 30,421 — — — 30,421 Intercompany payables — (30,917) 18,308 12,609 — Total current liabilities 36,046 131,415 36,838 12,609 216,908 Long-term debt 1,895,027 (20,869) — — 1,874,158 Deferred income taxes — 254,339 — — 254,339 Long-term operating lease liabilities, net of current portion — 31,966 31 — 31,997 Other liabilities — 37,646 — — 37,646 Total liabilities 1,931,073 434,497 36,869 12,609 2,415,048 Stockholders’ equity: Preferred stock — — — — — Common stock 640 — — — 640 Additional paid-in capital — 1,894,788 68,253 (1,963,041) — Accumulated other comprehensive loss (31,894) (31,894) (7,133) 39,027 (31,894) Retained earnings 843,796 880,721 39,441 (920,162) 843,796 Total stockholders’ equity 812,542 2,743,615 100,561 (2,844,176) 812,542 Total liabilities and stockholders’ equity $ 2,743,615 $ 3,178,112 $ 137,430 $ (2,831,567) $ 3,227,590 Condensed Consolidating Balance Sheet As of December 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 9,871 $ 1,777 $ — $ 11,648 Trade accounts receivable, net — 140,464 11,243 — 151,707 Inventories — 332,774 68,581 — 401,355 Prepaid expenses and other current assets — 15,995 3,993 19,988 Income tax receivable — — 1,398 — 1,398 Total current assets — 499,104 86,992 — 586,096 Property, plant and equipment, net — 238,128 44,425 — 282,553 Goodwill — 584,435 — — 584,435 Other intangible assets, net — 1,595,569 — — 1,595,569 Other assets (1) — 4,189 13 — 4,202 Deferred income taxes — — 4,940 — 4,940 Investments in subsidiaries 2,584,598 93,069 — (2,677,667) — Total assets $ 2,584,598 $ 3,014,494 $ 136,370 $ (2,677,667) $ 3,057,795 Liabilities and Stockholders’ Equity Current liabilities: Trade accounts payable $ — $ 115,946 $ 24,054 $ — $ 140,000 Accrued expenses — 53,386 2,274 — 55,660 Income tax payable — 31,247 377 — 31,624 Dividends payable 31,178 — — — 31,178 Intercompany payables — (16,581) 16,581 — — Total current liabilities 31,178 183,998 43,286 — 258,462 Long-term debt (1) 1,653,371 (14,494) — — 1,638,877 Deferred income taxes — 235,902 — — 235,902 Other liabilities — 24,490 15 — 24,505 Total liabilities 1,684,549 429,896 43,301 — 2,157,746 Stockholders’ equity: Preferred stock — — — — — Common stock 656 — — — 656 Additional paid-in capital 116,339 1,803,769 68,253 (1,872,022) 116,339 Accumulated other comprehensive loss (23,502) (23,502) (11,279) 34,781 (23,502) Retained earnings 806,556 804,331 36,095 (840,426) 806,556 Total stockholders’ equity 900,049 2,584,598 93,069 (2,677,667) 900,049 Total liabilities and stockholders’ equity $ 2,584,598 $ 3,014,494 $ 136,370 $ (2,677,667) $ 3,057,795 (1) During fiscal 2019, we reclassified unamortized deferred debt financing costs of $3.0 million related to our revolving credit facility as of December 29, 2018 from a reduction in long-term debt to other assets in our condensed consolidating balance sheet. Condensed Consolidating Statements of Operations and Comprehensive Income Fiscal Year Ended December 28, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,563,664 $ 203,650 $ (106,900) $ 1,660,414 Cost of goods sold — 1,193,002 191,188 (106,900) 1,277,290 Gross profit — 370,662 12,462 — 383,124 Operating expenses: Selling, general and administrative expenses — 152,865 7,880 — 160,745 Amortization expense — 18,543 — — 18,543 Operating income — 199,254 4,582 — 203,836 Other income and expenses: Interest expense, net — 98,126 — — 98,126 Loss on extinguishment of debt — 1,177 — — 1,177 Other income — (1,159) — — (1,159) Income before income tax expense — 101,110 4,582 — 105,692 Income tax expense — 28,068 1,235 — 29,303 Equity in earnings (loss) of subsidiaries 76,389 3,347 — (79,736) — Net income (loss) $ 76,389 $ 76,389 $ 3,347 $ (79,736) $ 76,389 Comprehensive income (loss) $ 67,997 $ 88,926 $ 7,492 $ (96,418) $ 67,997 Condensed Consolidating Statements of Operations and Comprehensive Income Fiscal Year Ended December 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,609,650 $ 195,593 $ (104,479) $ 1,700,764 Cost of goods sold — 1,272,381 183,362 (104,479) 1,351,264 Gross profit — 337,269 12,231 — 349,500 Operating expenses: Selling, general and administrative expenses — 160,392 6,997 — 167,389 Amortization expense — 18,343 — — 18,343 Gain on sale of assets — (176,386) — — (176,386) Operating income — 334,920 5,234 — 340,154 Other income and expenses: Interest expense, net — 108,334 — — 108,334 Loss on extinguishment of debt — 13,135 — — 13,135 Other income — (3,592) — — (3,592) Income before income tax expense — 217,043 5,234 — 222,277 Income tax expense — 49,419 423 — 49,842 Equity in earnings (loss) of subsidiaries 172,435 4,811 — (177,246) — Net income (loss) $ 172,435 $ 172,435 $ 4,811 $ (177,246) $ 172,435 Comprehensive income (loss) $ 169,689 $ 171,674 $ 1,304 $ (172,978) $ 169,689 Condensed Consolidating Statement of Cash Flows Fiscal Year Ended December 28, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 54,269 $ (7,765) $ — $ 46,504 Cash flows from investing activities: Capital expenditures — (38,134) (4,221) — (42,355) Proceeds from sale of assets — — 46 — 46 Payments for acquisition of businesses, net of cash acquired — (82,430) — — (82,430) Net cash used in investing activities — (120,564) (4,175) — (124,739) Cash flows from financing activities: Repayments of long-term debt (700,000) — — — (700,000) Proceeds from issuance of long-term debt 1,000,000 — — — 1,000,000 Repayments of borrowings under revolving credit facility (645,000) — — — (645,000) Borrowings under revolving credit facility 595,000 — — — 595,000 Proceeds from issuance of common stock, net — — — — — Dividends paid (123,669) — — — (123,669) Payments for the repurchase of common stock, net (34,713) — — — (34,713) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (905) — — (905) Payments of debt financing costs — (13,000) — — (13,000) Intercompany transactions (91,618) 77,284 14,334 — — Net cash provided by financing activities — 63,379 14,334 — 77,713 Effect of exchange rate fluctuations on cash and cash equivalents — — 189 — 189 Net (decrease) increase in cash and cash equivalents — (2,916) 2,583 — (333) Cash and cash equivalents at beginning of year — 9,871 1,777 — 11,648 Cash and cash equivalents at end of year $ — $ 6,955 $ 4,360 $ — $ 11,315 Condensed Consolidating Statement of Cash Flows Fiscal Year Ended December 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 197,094 $ 12,362 $ — $ 209,456 Cash flows from investing activities: Capital expenditures — (34,503) (7,124) — (41,627) Proceeds from sale of assets — 420,002 — — 420,002 Payments for acquisition of businesses, net of cash acquired — (30,787) — — (30,787) Net cash provided by (used in) investing activities — 354,712 (7,124) — 347,588 Cash flows from financing activities: Repayments of long-term debt (650,110) — — — (650,110) Repayments of borrowings under revolving credit facility (170,000) — — — (170,000) Borrowings under revolving credit facility 220,000 — — — 220,000 Proceeds from issuance of common stock, net 60 — — — 60 Dividends paid (124,524) — — — (124,524) Payments for the repurchase of common stock, net (26,920) — — — (26,920) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,833) — — (1,833) Intercompany transactions 751,494 (744,918) (6,576) — — Net cash used in financing activities — (746,751) (6,576) — (753,327) Effect of exchange rate fluctuations on cash and cash equivalents — — 1,425 — 1,425 Net (decrease) increase in cash and cash equivalents — (194,945) 87 — (194,858) Cash and cash equivalents at beginning of year — 204,816 1,690 — 206,506 Cash and cash equivalents at end of year $ — $ 9,871 $ 1,777 $ — $ 11,648 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 28, 2019 | |
Subsequent Event. | |
Subsequent Event | (20) Subsequent Event Farmwise Acquisition . On February 19, 2020, we acquired Farmwise LLC, maker of Farmwise Veggie Fries ® , Farmwise Veggie Tots ® and Farmwise Veggie Rings ® . We funded the acquisition with cash on hand. |
Schedule II Schedule of Valuati
Schedule II Schedule of Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 28, 2019 | |
Schedule II Schedule of Valuation and Qualifying Accounts | |
Schedule II Schedule of Valuation and Qualifying Accounts | Schedule II B&G FOODS, INC. AND SUBSIDIARIES Schedule of Valuation and Qualifying Accounts (In thousands) Column A Column B Column C Column D Column E Additions Balance at Charged to Charged to beginning of costs and other accounts— Deductions— Balance at Description year expenses describe describe end of year Fiscal year ended December 30, 2017: Allowance for doubtful accounts and discounts $ 1,719 $ 378 — $ 273 (a) $ 1,824 Fiscal year ended December 29, 2018: Allowance for doubtful accounts and discounts $ 1,824 $ 65 — $ 38 (a) $ 1,851 Fiscal year ended December 28, 2019: Allowance for doubtful accounts and discounts $ 1,851 $ 219 — $ 276 (a) $ 1,794 (a) Represents bad-debt write-offs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 28, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements include the accounts of B&G Foods, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. Certain prior year amounts have been reclassified to conform to the current year’s presentation. See (r) Newly Adopted Accounting Standards |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP) 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 revenue recognition as it relates to trade and consumer promotion expenses; 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 finite-lived trademark intangible assets. 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. |
Subsequent Events | (c) Subsequent Events We have evaluated subsequent events for disclosure through the date of issuance of the accompanying consolidated financial statements. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, all highly liquid instruments with maturities of three months or less when acquired are considered to be cash and cash equivalents. |
Inventories | (e) Inventories Inventories are stated at the lower of cost or net realizable value and include direct material, direct labor, overhead, warehousing and product transfer costs. Cost is determined using the first-in, first-out and average cost methods. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales. |
Property, Plant and Equipment | (f) Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, 10 to 30 years for buildings and improvements, 5 to 12 years for machinery and equipment, and 2 to 5 years for office furniture and vehicles. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Expenditures for maintenance, repairs and minor replacements are charged to current operations. Expenditures for major replacements and betterments are capitalized. We capitalize interest on qualifying assets based on our effective interest rate. During fiscal 2019, 2018 and 2017, we capitalized $1.1 million, $1.1 million and $1.0 million, respectively. |
Goodwill and Other Intangible Assets | (g) Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets (trademarks) are tested for impairment at least annually and whenever events or circumstances occur indicating that goodwill or indefinite-lived intangible assets might be impaired. We perform the annual impairment tests as of the last day of each fiscal year. The annual goodwill impairment test involves a two-step process. The first step of the impairment test involves comparing our company’s market capitalization with our company’s carrying value, including goodwill. If the carrying value of our company exceeds our market capitalization, we perform the second step of the impairment test to determine the amount of the impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of goodwill with the carrying value and recognizing a loss for the difference. We test our indefinite-lived intangible assets by comparing the fair value with the carrying value and recognize a loss for the difference. We estimate the fair value of our indefinite-lived intangible assets based on discounted cash flows that reflect certain third party market value indicators. Calculating our fair value for these purposes requires significant estimates and assumptions by management. We completed our annual impairment tests for fiscal 2019, 2018 and 2017 with no adjustments to the carrying values of goodwill and indefinite-lived intangible assets. Each annual test confirmed that the market capitalization and fair values of our goodwill and indefinite-lived intangible assets, respectively, exceeded their current carrying values. Customer relationships and finite-lived trademarks are presented at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives of 10 to 20 years. Seed technology assets are presented at cost, net of accumulated amortization, and are amortized utilizing a declining balance approach over their estimated useful lives of 5 years. During fiscal 2017, we sold to a third-party co-packer our Le Sueur, Minnesota research center, including the seed technology assets, property, plant and equipment, which we acquired as part of the Green Giant |
Deferred Debt Financing Costs | (h) Deferred Debt Financing Costs Debt financing costs are capitalized and amortized over the term of the related debt agreements and are included as a reduction of long-term debt. Amortization of deferred debt financing costs for fiscal 2019, 2018 and 2017 was $3.5 million, $5.3 million and $5.4 million, respectively. |
Long-Lived Assets | (i) Long-Lived Assets Long-lived assets, such as property, plant and equipment, and intangible assets with estimated useful lives, are depreciated or amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Recoverability of assets held for sale is measured by a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to sell. Estimating future cash flows and calculating the fair value of assets requires significant estimates and assumptions by management. Assets to be disposed of are separately presented in the consolidated balance sheets and are no longer depreciated. |
Accumulated Other Comprehensive Loss | (j) Accumulated Other Comprehensive Loss Accumulated other comprehensive loss includes foreign currency translation adjustments relating to assets and liabilities located in our foreign subsidiaries and changes in our pension benefits due to the initial adoption and ongoing application of the authoritative accounting literature relating to pensions, net of tax. |
Revenue Recognition | (k) Revenue Recognition Revenues are recognized when our performance obligation is satisfied. Our primary performance obligation is satisfied when products are shipped. We report all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. Consideration from a vendor to a retailer is presumed to be a reduction to the selling prices of the vendor’s products and, therefore, is characterized as a reduction of sales when recognized in the vendor’s income statement. As a result, coupon incentives, slotting and promotional expenses are recorded as a reduction of sales. Additionally, as a result of the recently adopted revenue recognition standard, certain payments to customers related to in-store display incentives, or marketing development funds, are also recorded as a reduction of sales. See (r) “ Newly Adopted Accounting Standards |
Selling, General and Administrative Expenses | (l) Selling, General and Administrative Expenses We promote our products with advertising, consumer incentives and trade promotions. These programs include, but are not limited to, discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Consumer incentive and trade promotion activities are recorded as a reduction to revenues based on amounts estimated as being due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates. We expense our advertising costs either in the period the advertising first takes place or as incurred. Advertising expenses were approximately $7.8 million, $15.9 million and $22.7 million, for fiscal 2019, 2018 and 2017, respectively. |
Pension Plans | (m) Pension Plans We have defined benefit pension plans covering approximately 39.7% of our employees. Our funding policy is to contribute annually the amount recommended by our actuaries. From time to time, however, we voluntarily contribute greater amounts based on pension asset performance, tax considerations and other relevant factors. |
Share Based Compensation Expense | (n) Share-Based Compensation Expense We provide compensation benefits in the form of stock options, performance share long-term incentive awards (LTIAs) and common stock to employees and non-employee directors. The cost of share-based compensation is recorded at fair value at the date of grant and expensed in our consolidated statements of operations over the requisite service period, if any. Performance share LTIAs granted to our executive officers and certain other members of senior management entitle each participant to earn shares of common stock upon the attainment of certain performance goals over the applicable performance period. The recognition of compensation expense for the performance share LTIAs is initially based on the probable outcome of the performance condition based on the fair value of the award on the date of grant and the anticipated number of shares to be awarded on a straight-line basis over the applicable performance period. The fair value of the awards on the date of grant is 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. Our company’s performance against the defined performance goals are re-evaluated on a quarterly basis throughout the applicable performance period and the recognition of compensation expense is adjusted for subsequent changes in the estimated or actual outcome. The cumulative effect of a change in the estimated number of shares of common stock to be issued in respect of performance share awards is recognized as an adjustment to earnings in the period of the revision. The fair value of stock option awards is estimated on the date of grant using the Black-Scholes option pricing model and is recognized in expense over the vesting period of the options using the straight-line method. The Black-Scholes option pricing model requires various assumptions, including the expected volatility of our stock, the expected term of the option, the risk-free interest rate and the expected dividend yield. Expected volatility is based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. All stock option grants have an exercise price equal to the fair market value of our common stock on the date of grant and have a 10-year term. Employee stock options cliff vest three years after the date of grant and non-employee director stock options vest one year after the date of grant. We recognize compensation expense for only that portion of share-based awards that are expected to vest. We utilize historical employee termination behavior to determine our estimated forfeiture rates. If the actual forfeitures differ from those estimated by management, adjustments to compensation expense will be made in future periods. |
Income Tax Expense Estimates and Policies | (o) Income Tax Expense Estimates and Policies Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities of our company are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax expenses together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we include such charge in our tax provision, or reduce our tax benefits in our consolidated statements of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets. There are various factors that may cause these tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal and state income tax laws and regulations might be passed that could have a material effect on our results of operations. See Note 10, “Income Taxes,” for a discussion of the Tax Cuts and Jobs Act enacted in December 2017, which we refer to in this report as the “U.S. Tax Act.” We assess the impact of significant changes to the U.S. federal, state and international income tax laws and regulations on a regular basis and update the assumptions and estimates used to prepare our consolidated financial statements when new regulations and legislation are enacted. We recognize the benefit of an uncertain tax position that we have taken or expect to take on our income tax returns we file if it is “more likely than not” that such tax position will be sustained based on its technical merits. |
Dividends | (p) Dividends Cash dividends, if any, are accrued as a liability on our consolidated balance sheets and recorded as a decrease to additional paid-in capital when declared. |
Earnings Per Share | (q) 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 share LTIAs that may be earned as of the beginning of the period using the treasury stock method. Fiscal Fiscal Fiscal 2019 2018 2017 (In thousands, except share and per share data) Net income $ 76,389 $ 172,435 $ 217,463 Weighted average common shares outstanding: Basic 65,013,406 66,144,703 66,487,403 Net effect of potentially dilutive share-based compensation awards (1) 25,373 109,851 219,060 Diluted 65,038,779 66,254,554 66,706,463 Earnings per share: Basic $ 1.17 $ 2.61 $ 3.27 Diluted $ 1.17 $ 2.60 $ 3.26 (1) For fiscal 2019, 2018 and 2017, outstanding stock options of 1,110,212 , 1,091,478 and 348,894 , respectively, were excluded from diluted earnings per share as their effect was antidilutive. |
Newly Adopted and Recently Issued Accounting Standards | (r) Newly Adopted Accounting Standards In February 2018, the Financial Accounting Standards Board (FASB) issued a new accounting standards update (ASU) related to the U.S. Tax Act. The ASU allows for a company to elect to make a one-time reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects resulting from the change in corporate tax rate as a result of the U.S. Tax Act. The reclassification is the difference between the amount previously recorded in accumulated other comprehensive loss at the historical U.S. federal tax rate that remains in accumulated other comprehensive loss at the time the U.S. Tax Act was effective and the amount that would have been recorded using the newly enacted rate. Additionally, the ASU requires a company to disclose whether or not it elects to make the reclassification. This guidance became effective during the first quarter of 2019. We elected to not make the optional one-time reclassification. 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 and to disclose key information about leasing arrangements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. We adopted the new standard prospectively when it became effective in the first quarter of 2019 and applied the new standard to all leases existing at the date of initial application. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We elected all of the new standard’s available transition practical expedients that were applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We also elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases with a lease term of twelve months or less, we did not recognize ROU assets or lease liabilities. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. This standard did not have a material effect on our financial statements. Upon adoption, the most significant effects related to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our operating leases, which was $39.6 million and $42.6 million, respectively, as of the beginning of fiscal 2019; and (2) providing additional disclosures about our leasing activities. In March 2017, the FASB issued a new ASU that improves the presentation of net periodic pension cost and net periodic post-retirement benefit costs. The new guidance revises how employers that sponsor defined benefit pension and other post-retirement plans present the net periodic benefit costs in their income statement and requires that the service cost component of net periodic benefit costs be presented in the same income statement line items as other employee compensation costs from services rendered during the period and present the other components of net periodic pension cost below operating profit. The update was effective beginning with the first quarter of fiscal 2018. We adopted this standard retrospectively as of the first quarter of fiscal 2018. The adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity, but did require a reclassification among selling, general and administrative expenses and other income on our consolidated statements of operations. In May 2014, the FASB issued guidance on revenue recognition, with final guidance issued in 2016. The guidance provides for a five-step model to determine the revenue to be recognized from the transfer of goods or services to customers. The guidance also requires improved disclosures to help users of the financial statements better understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. It also provides clarification for principal versus agent considerations, identifying performance obligations and the accounting of intellectual property licenses. In addition, the FASB introduced practical expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes. We adopted this guidance and related amendments as of the first quarter of fiscal 2018, applying the full retrospective transition method to all contracts. We concluded that the adoption of this standard primarily affected our policies and estimation methodologies of variable consideration associated with rebates and bill-backs, product returns and cash discounts. The provisions of the new standard did not impact the timing of revenue recognition but did impact the classification of certain payments to customers, moving an immaterial amount of such payments from expense to a deduction from net sales. Our sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for the goods. We report all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. Under the new revenue guidance, we recognize our shipping and handling activities as a fulfillment of our promise to transfer products to our customers. We promote our products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the sale price based on amounts estimated as being due to customers and consumers at the end of a period. We derive these estimates principally on historical utilization and redemption rates. Payment terms in our invoices are based on the billing schedule established in our contracts or purchase orders with customers. We generally recognize the related trade receivable when the goods are shipped. In certain cases, we require a payment in advance of performance when the customer’s credit has not been established. We record these revenues as a contract liability; however, these amounts have historically been immaterial. The below tables set forth the adjustments made in fiscal 2018 to net sales, gross profit, selling, general and administrative expenses, operating income and other income during fiscal 2017 as a result of the recently adopted revenue recognition standard, recently adopted presentation of net periodic pension cost and net periodic post-retirement benefit costs and the reclassification of a loss on sale of assets (in thousands, except per share data). Fiscal 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption Reclassification of Loss on Sale of Assets As Adjusted Net sales $ 1,668,056 $ (21,669) $ — $ — $ 1,646,387 Cost of goods sold 1,205,809 — — — 1,205,809 Gross profit 462,247 (21,669) — — 440,578 Selling, general and administrative expenses 205,234 (21,669) 1,491 (1,608) 183,448 Loss on sale of assets — — — 1,608 1,608 Operating income 239,402 — (1,491) — 237,911 Other income (1,607) — (1,491) — (3,098) Net income $ 217,463 $ — $ — $ — $ 217,463 Earnings per share: Basic $ 3.27 $ — $ — $ — $ 3.27 Diluted $ 3.26 $ — $ — $ — $ 3.26 In January 2017, the FASB issued a new ASU that clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business may affect many areas of accounting, including acquisitions, disposals, goodwill and consolidation. The ASU is applied on a prospective basis and was effective for fiscal years beginning after December 15, 2017. We adopted this standard as of the first quarter of fiscal 2018, and there was no material impact to our consolidated financial statements. We applied this ASU while evaluating whether McCann’s Clabber Girl In August 2016, the FASB issued a new ASU to provide guidance on eight specific cash flow classification issues and reduce diversity in practice in how some cash receipts and cash payments are presented and classified on the statement of cash flows. The ASU was effective for fiscal years beginning after December 15, 2017. We adopted this standard as of the first quarter of fiscal 2018, and there was no material impact to our consolidated financial statements. In March 2016, the FASB issued a new ASU that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires that excess tax benefits (which represent the excess of actual tax benefits received at the date of vesting or settlement over the benefits recognized over the vesting period or upon issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon issuance of share-based payments) be recorded in the income statement as a reduction of income taxes when the awards vest or are settled. The new guidance also requires excess tax benefits to be classified as an operating activity in the statement of cash flows rather than as a financing activity. As a result of this adoption, we recognized discrete tax benefits of $0.8 million in the income taxes line item of our consolidated statement of operations for fiscal 2017 related to excess tax benefits upon vesting or settlement in that period. We elected to adopt the cash flow presentation of the excess tax benefits prospectively, commencing with our statement of cash flows for the first quarter of 2017, where we began classifying these benefits, along with other income tax cash flows, as an operating activity. We excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings per share for fiscal 2017. 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 ASU was effective beginning with the first quarter of fiscal 2017. We adopted the provisions of this ASU at the beginning of fiscal 2017 and applied the required changes in accounting principle on a retrospective basis. The update impacted presentation and disclosure only, and therefore, the adoption of this ASU did not have any impact on our results of operations or liquidity. In July 2015, the FASB issued a new ASU that simplifies the subsequent measurement of inventories by replacing the current lower of cost or market test with a lower of cost and net realizable value test. We adopted the provisions of this ASU at the beginning of fiscal 2017. The adoption of this ASU did not have any impact on our consolidated financial position, results of operations or liquidity. (s) Recently Issued Accounting Standards In June 2016, the FASB issued a new ASU which modifies the measurement of expected credit losses of certain financial instruments. This ASU replaces the incurred loss methodology for recognizing credit losses with a current expected credit losses model and applies to all financial assets, including trade accounts receivables. The update is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The amendments in this ASU should be applied on a modified retrospective basis to all periods presented. We intend to adopt the provisions of this ASU in the first quarter of 2020. Currently, we do not expect the adoption of the new standard to have a material impact to our consolidated financial statements and related disclosures. In December 2019, the FASB issued a new ASU which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The update is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. We currently expect to adopt the standard when it becomes effective. We are in the process of evaluating the impact of the adoption of this ASU. Currently, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. In August 2018, the FASB issued a new ASU which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in software licensing arrangements under the internal-use software guidance. The update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. Currently, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The update is effective for fiscal years beginning after December 15, 2020. We expect to update our defined benefit pension plan disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for fair value measurement. The update is effective for fiscal years beginning after December 15, 2019. We expect to update our fair value measurement disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In January 2017, the FASB issued an amendment to the standards of goodwill impairment testing. The new guidance simplifies the test for goodwill impairment, by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The update is effective for fiscal years beginning after December 15, 2019. We expect to adopt the standards when they become effective. |
Financial Statement Reclassifications | (t) Financial Statement Reclassifications During fiscal 2019, we reclassified unamortized deferred debt financing costs of $3.0 million related to our revolving credit facility as of December 29, 2018 from a reduction in long-term debt to other assets in our accompanying consolidated balance sheet. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Summary of Significant Accounting Policies | ||
Schedule of calculations related to basic and diluted earning per share | Fiscal Fiscal Fiscal 2019 2018 2017 (In thousands, except share and per share data) Net income $ 76,389 $ 172,435 $ 217,463 Weighted average common shares outstanding: Basic 65,013,406 66,144,703 66,487,403 Net effect of potentially dilutive share-based compensation awards (1) 25,373 109,851 219,060 Diluted 65,038,779 66,254,554 66,706,463 Earnings per share: Basic $ 1.17 $ 2.61 $ 3.27 Diluted $ 1.17 $ 2.60 $ 3.26 (1) For fiscal 2019, 2018 and 2017, outstanding stock options of 1,110,212 , 1,091,478 and 348,894 , respectively, were excluded from diluted earnings per share as their effect was antidilutive. | |
Schedule of newly adopted revenue recognition and net periodic pension cost and net periodic postretirement benefit cost standards | The below tables set forth the adjustments made in fiscal 2018 to net sales, gross profit, selling, general and administrative expenses, operating income and other income during fiscal 2017 as a result of the recently adopted revenue recognition standard, recently adopted presentation of net periodic pension cost and net periodic post-retirement benefit costs and the reclassification of a loss on sale of assets (in thousands, except per share data). Fiscal 2017 As Reported Impact of Revenue Adoption Impact of Pension Adoption Reclassification of Loss on Sale of Assets As Adjusted Net sales $ 1,668,056 $ (21,669) $ — $ — $ 1,646,387 Cost of goods sold 1,205,809 — — — 1,205,809 Gross profit 462,247 (21,669) — — 440,578 Selling, general and administrative expenses 205,234 (21,669) 1,491 (1,608) 183,448 Loss on sale of assets — — — 1,608 1,608 Operating income 239,402 — (1,491) — 237,911 Other income (1,607) — (1,491) — (3,098) Net income $ 217,463 $ — $ — $ — $ 217,463 Earnings per share: Basic $ 3.27 $ — $ — $ — $ 3.27 Diluted $ 3.26 $ — $ — $ — $ 3.26 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Acquisitions and divestitures | |
Schedule of divestiture | October 17, 2018 Cash received $ 420,002 Assets sold: Inventories (6,688) Property, plant and equipment (404) Customer relationships — finite-lived intangible assets (8,408) Trademarks — indefinite-lived intangible assets (152,800) Goodwill (70,952) Other (77) Total assets sold (239,328) Expenses (4,288) Gain on sale of assets $ 176,386 |
Clabber Girl Corporation | |
Acquisitions and divestitures | |
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | Preliminary Allocation: May 15, 2019 Cash and cash equivalents $ 2,202 Trade accounts receivable, net 5,627 Inventories 10,641 Prepaid expenses and other current assets 154 Income tax receivable 7 Property, plant and equipment, net 20,697 Operating lease right-of-use assets 7,841 Trademarks — indefinite-lived intangible assets 19,600 Customer relationships — finite-lived intangible assets 18,500 Trade accounts payable (3,007) Accrued expenses (1,315) Current portion of operating lease liabilities (952) Long-term operating lease liabilities, net of current portion (7,319) Goodwill 11,956 Total purchase price (paid in cash) $ 84,632 |
McCann's brand of premium Irish oatmeal | |
Acquisitions and divestitures | |
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | McCann’s Allocation: July 16, 2018 Property, plant and equipment $ 12 Inventories 973 Trademarks — indefinite-lived intangible assets 24,800 Customer relationships — finite-lived intangible assets 2,000 Accrued expenses (292) Goodwill 3,294 Total purchase price (paid in cash) $ 30,787 |
Back To Nature Foods Company, LLC | |
Acquisitions and divestitures | |
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | Back to Nature Allocation: October 2, 2017 Trademarks — indefinite-lived intangible assets $ 109,900 Trademarks — finite-lived intangible assets 12,800 Goodwill 36,334 Customer relationships — finite-lived intangible assets 14,700 Inventories 5,088 Long-term deferred income tax liabilities, net (9,892) Other working capital (6,082) Total purchase price (paid in cash) $ 162,848 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Inventories | |
Summary of Inventories | Inventories consist of the following, as of the dates indicated (in thousands): December 28, 2019 December 29, 2018 Raw materials and packaging $ 65,673 $ 61,905 Work-in-process 111,866 95,282 Finished goods 294,648 244,168 Inventories $ 472,187 $ 401,355 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Property, Plant and Equipment, net. | |
Schedule of Property, plant and equipment, net | Property, plant and equipment, net, consists of the following as of the dates indicated (in thousands): December 28, 2019 December 29, 2018 Land and improvements $ 13,097 $ 11,718 Buildings and improvements 135,928 125,768 Machinery and equipment 339,318 311,457 Office furniture, vehicles and computer equipment 1 71,365 45,230 Construction-in-progress 15,680 18,580 Property, plant and equipment, cost 575,388 512,753 Less: accumulated depreciation (270,454) (230,200) Property, plant and equipment, net $ 304,934 $ 282,553 (1) Computer equipment includes hardware and software. The increase during fiscal 2019 was primarily due to the implementation of our new enterprise resource planning (ERP) system, for which there was $23.1 million placed in service during the year. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
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): December 28, 2019 December 29, 2018 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 19,600 $ 4,462 $ 15,138 $ 19,600 $ 3,369 $ 16,231 Customer relationships 354,090 129,402 224,688 335,590 111,952 223,638 Total finite-lived intangible assets $ 373,690 $ 133,864 $ 239,826 $ 355,190 $ 115,321 $ 239,869 Indefinite-Lived Intangible Assets Goodwill $ 596,391 $ 584,435 Trademarks $ 1,375,300 $ 1,355,700 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consists of the following, as of the dates indicated (in thousands): December 28, 2019 December 29, 2018 Revolving credit loans: Outstanding principal $ — $ 50,000 Revolving credit loans, net (1) — 50,000 Tranche B term loans due 2026 (2) Outstanding principal 450,000 — Unamortized deferred debt financing costs (4,042) — Unamortized discount (2,180) — Tranche B term loans due 2026, net 443,778 — 4.625% senior notes due 2021 (2) Outstanding principal — 700,000 Unamortized deferred debt financing costs — (3,687) 4.625% senior notes due 2021, net — 696,313 5.25% senior notes due 2025: Outstanding principal 900,000 900,000 Unamortized deferred debt financing costs (9,077) (10,807) Unamortized premium 2,832 3,371 5.25% senior notes due 2025, net 893,755 892,564 5.25% senior notes due 2027: Outstanding principal 550,000 — Unamortized deferred debt financing costs (7,750) — 5.25% senior notes due 2027, net 542,250 — Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 1,879,783 1,638,877 Current portion of long-term debt (5,625) — Long-term debt, net of unamortized deferred debt financing costs and discount/premium and excluding current portion $ 1,874,158 $ 1,638,877 (1) Unamortized deferred debt financing costs related to our revolving credit facility were $2.2 million and $3.0 million as of December 28, 2019 and December 29, 2018, respectively. These amounts are included in other assets in the accompanying consolidated balance sheets. The $3.0 million as of December 29, 2018 was reclassified during fiscal 2019 from long-term debt to other assets in the accompanying consolidated balance sheet. (2) On October 10, 2019, we redeemed all $700.0 million aggregate principal amount of our 4.625% senior notes due 2021 and incurred $450.0 million of new long-term debt in the form of tranche B term loans that mature in 2026. We recorded a loss on extinguishment of debt of $1.2 million in the fourth quarter of 2019. |
Schedule of aggregate contractual maturities of long-term debt | Aggregate Contractual Maturities Fiscal year: 2020 $ 5,625 2021 4,500 2022 4,500 2023 4,500 2024 4,500 Thereafter 1,876,375 Total $ 1,900,000 (1) Fiscal years 2020 to 2024 reflect required 1% amortization prepayments of our tranche B term loan due 2026. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Fair Value Measurements | |
Summary of carrying values and fair values of our revolving credit loans, term loans and senior notes | The carrying values and fair values of our revolving credit loans, term loans and senior notes as of December 28, 2019 and December 29, 2018 were as follows (in thousands): December 28, 2019 December 29, 2018 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ — $ — $ 50,000 $ 50,000 (1) Tranche B term loans due 2026 447,820 (2) 451,179 (3) — — 4.625% senior notes due 2021 — (4) — 700,000 684,250 (3) 5.25% senior notes due 2025 902,832 (5) 929,917 (3) 903,371 (5) 837,877 (3) 5.25% senior notes due 2027 $ 550,000 (6) $ 550,000 (3) $ — $ — (1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. (2) On October 10, 2019, we incurred new long-term debt in the form of tranche B term loans that mature in 2026. The carrying value of the tranche B term loans includes a discount. At December 28, 2019, the face amount of the tranche B term loans was $450.0 million. (3) Fair values are estimated based on quoted market prices. (4) On October 10, 2019, we redeemed all $700.0 million aggregate principal amount of our 4.625% senior notes due 2021. See Note 7, “Long-Term Debt.” (5) The carrying values of the 5.25% senior notes due 2025 include a premium. At December 28, 2019 the face amount of the 5.25% senior notes due 2025 was $900.0 million. (6) On September 26, 2019, we issued $550.0 million aggregate principal amount of 5.25% senior notes due 2027. See Note 7, “Long-Term Debt.” |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Accumulated Other Comprehensive Loss. | |
Schedule of reclassification from accumulated other comprehensive loss | The reclassifications from accumulated other comprehensive loss (AOCL) for fiscal 2019, 2018 and 2017 were as follows (in thousands): Amount Reclassified From AOCL Affected Line Item in the Statement Where Net Income Details about AOCL Components Fiscal 2019 Fiscal 2018 Fiscal 2017 (Loss) is Presented Defined benefit pension plan items Amortization of unrecognized prior service cost $ — $ 2 $ 35 See (1) below Amortization of unrecognized loss 861 696 517 See (1) below Accumulated other comprehensive loss before tax 861 698 552 Total before tax Tax expense (211) (174) (218) Income tax expense Total reclassification $ 650 $ 524 $ 334 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 12, “Pension Benefits,” for additional information. |
Schedule of changes in accumulated other comprehensive loss | Changes in AOCL for fiscal 2019, 2018 and 2017 were as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at December 31, 2016 $ (7,200) $ (12,164) $ (19,364) Other comprehensive (loss) income before reclassifications (6,119) 4,393 (1,726) Amounts reclassified from AOCL 334 — 334 Net current period other comprehensive (loss) income (5,785) 4,393 (1,392) Balance at December 30, 2017 (12,985) (7,771) (20,756) Other comprehensive income (loss) before reclassifications 237 (3,507) (3,270) Amounts reclassified from AOCL 524 — 524 Net current period other comprehensive income (loss) 761 (3,507) (2,746) Balance at December 29, 2018 (12,224) (11,278) (23,502) Other comprehensive (loss) income before reclassifications (13,187) 4,145 (9,042) Amounts reclassified from AOCL 650 — 650 Net current period other comprehensive (loss) income (12,537) 4,145 (8,392) Balance at December 28, 2019 $ (24,761) $ (7,133) $ (31,894) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Income Taxes | |
Schedule of components of income before income tax expense | The components of income before income tax expense consist of the following (in thousands): Fiscal 2019 Fiscal 2018 Fiscal 2017 U.S. $ 101,110 $ 217,044 $ 136,015 Foreign 4,582 5,233 12,047 Total $ 105,692 $ 222,277 $ 148,062 |
Summary of income tax expense (benefit) | Income tax expense (benefit) consists of the following (in thousands): Fiscal 2019 Fiscal 2018 Fiscal 2017 Current: Federal $ 1,650 $ 41,583 $ 3,977 State 3,872 7,775 2,584 Foreign 3,366 1,978 4,563 Current income tax expense 8,888 51,336 11,124 Deferred: Federal 19,541 3,508 (88,716) State 3,005 (3,190) 10,401 Foreign (2,131) (1,812) (2,210) Deferred income taxes 20,415 (1,494) (80,525) Income tax expense (benefit) $ 29,303 $ 49,842 $ (69,401) |
Reconciliation of provision for income taxes at the statutory rate and the effective tax rate | Fiscal 2019 Fiscal 2018 Fiscal 2017 Expected tax expense 21.0 % 21.0 % 35.0 % Increase (decrease): State income taxes, net of federal income tax benefit 5.2 2.9 4.4 Impact on deferred taxes from changes in state tax rates 0.6 (1.6) 3.9 Foreign income taxes 1.4 0.8 2.3 Impact on deferred taxes from U.S. Tax Act — 0.3 (90.0) Permanent differences 0.3 0.1 (0.4) Foreign tax credit (0.3) (0.1) (1.6) Other (0.5) (1.0) (0.5) Total 27.7 % 22.4 % (46.9) % |
Tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 28, December 29, 2019 2018 Deferred tax assets: Accounts receivable, principally due to allowance $ 25 $ 24 Inventories, principally due to additional costs capitalized for tax purposes 2,611 2,090 Operating lease liabilities 10,277 — Accrued expenses and other liabilities 12,809 8,512 Net operating losses and tax credit carryforwards 4,927 4,663 Interest expense deductions limitation 7,427 — Gross deferred tax assets 38,076 15,289 Valuation allowances (1,702) (961) Deferred tax assets, net 36,374 14,328 Deferred tax liabilities: Unrealized gains (104) — Property, plant and equipment (24,054) (18,592) Goodwill and other intangible assets (239,627) (217,811) Prepaid expenses and other assets (9,939) (8,887) Operating lease right-of-use assets (9,618) — Gross deferred tax liabilities (283,342) (245,290) Net deferred tax liabilities $ (246,968) $ (230,962) |
Summary of the tax years that remain subject to examination | United States—Federal 2016 and forward United States—States 2015 and forward Canada 2015 and forward Mexico 2015 and forward |
Pension Benefits (Tables)
Pension Benefits (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Pension Benefits | |
Schedule of defined benefit pension plans' benefit obligation, fair value of plans assets and funded status recognized in the consolidated balance sheets | December 28, December 29, 2019 2018 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 138,152 $ 143,972 Actuarial loss (gain) 28,038 (15,126) Service cost 7,140 7,710 Interest cost 5,734 5,064 Benefits paid (3,700) (3,468) Projected benefit obligation at end of year 175,364 138,152 Change in plan assets: Fair value of plan assets at beginning of year 119,706 124,252 Actual return (loss) on plan assets 18,284 (6,678) Employer contributions 5,000 5,600 Benefits paid (3,701) (3,468) Fair value of plan assets at end of year 139,289 119,706 Net amount recognized: Other assets 534 805 Other long-term liabilities (36,609) (19,251) Funded status at the end of the year (36,075) (18,446) Amount recognized in accumulated other comprehensive loss consists of: Prior service cost — — Actuarial loss (36,430) (19,786) Deferred taxes 11,669 7,562 Accumulated other comprehensive loss $ (24,761) $ (12,224) |
Schedule of changes in accumulated postemployment benefit obligations | December 28, December 29, 2019 2018 Accumulated benefit obligation $ 155,794 $ 54,601 Fair value of plan assets $ 133,191 $ 40,935 |
Schedule of amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost in next fiscal year | The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost in fiscal 2020 were as follows (in thousands): Fiscal 2020 Prior service cost $ — Actuarial loss 1,586 Total $ 1,586 |
Schedule of weighted-average assumptions | December 28, December 29, 2019 2018 Discount rate 3.03 - 3.18 % 4.08 - 4.18 % Rate of compensation increase 3.00 % 3.00 % Expected long-term rate of return 6.50 % 6.50 % |
Schedule of components of net periodic pension costs | Net periodic pension cost includes the following components (in thousands): Fiscal 2019 Fiscal 2018 Fiscal 2017 Service cost—benefits earned during the period $ 7,140 $ 7,710 $ 6,334 Interest cost on projected benefit obligation 5,734 5,064 4,998 Expected return on plan assets (7,750) (8,134) (7,041) Amortization of unrecognized prior service cost — 2 35 Amortization of unrecognized loss 861 696 517 Net periodic pension cost $ 5,985 $ 5,338 $ 4,843 |
Schedule of target asset allocation and plan assets at year end | Percentage of Plan Assets at Year End Target December 28, December 29, Asset Category Allocation 2019 2018 Equity securities 70 % 65 % 65 % Fixed income securities 30 % 31 % 31 % Other — % 4 % 4 % Total 100 % 100 % 100 % |
Schedule of fair values of pension plan assets utilizing the fair value hierarchy | The fair values of our pension plan assets at December 28, 2019 and December 29, 2018, utilizing the fair value hierarchy discussed in Note 8, “Fair Value Measurements” follow (in thousands): December 28, 2019 December 29, 2018 Level 1 Levels 2 & 3 Level 1 Levels 2 & 3 Asset Category Cash $ 5,487 $ — $ 4,235 $ — Equity securities: U.S. mutual funds 57,390 — 43,645 — Foreign mutual funds 13,048 — 14,678 — U.S. common stocks 19,284 — 19,031 — Foreign common stocks 1,442 — 511 — Fixed income securities: U.S. mutual funds 42,638 — 37,606 — Total fair value of pension plan assets $ 139,289 $ — $ 119,706 $ — |
Schedule of expected cash flows for the pension plan | As of December 28, 2019, pension plan benefit payments were expected to be as follows (in thousands): Pension Plan Benefit Payments Fiscal year: 2020 $ 4,219 2021 4,628 2022 5,152 2023 5,552 2024 6,046 2025 to 2029 $ 39,044 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Leases | |
Operating leases on the Balance Sheets | December 28, 2019 Right-of-use assets: Operating lease right-of-use assets $ 38,698 Operating lease liabilities: Current portion of operating lease liabilities $ 9,813 Long-term operating lease liabilities, net of current portion 31,997 Total operating lease liabilities $ 41,810 |
Supplemental information related to leases | Supplemental information related to leases: Fiscal 2019 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 11,670 The components of lease costs were as follows: Cost of goods sold $ 3,508 Selling, general and administrative expenses 7,888 Total lease costs $ 11,396 |
Schedule of weighted average remaining lease term and weighted average discount rate | The following table shows the lease term and discount rate for our ROU assets as of December 28, 2019: December 28, 2019 Weighted average remaining lease term (years) 5.4 Weighted average discount rate 4.07% |
Future minimum lease payments under operating leases | As of December 28, 2019, the maturities of operating lease liabilities were as follows (in thousands): Maturities of Operating Lease Liabilities Fiscal year: 2020 $ 11,295 2021 10,455 2022 5,771 2023 5,652 2024 5,026 Thereafter 8,513 Total undiscounted future minimum lease payments 46,712 Less: Imputed interest (4,902) Total present value of future operating lease liabilities $ 41,810 |
Future minimum lease payments under operating leases, before ASU 2016-02 | As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease standard (Topic 840), as of December 29, 2018, future minimum lease payments under non-cancelable operating leases in effect at year-end (with initial or remaining lease terms in excess of one year) for the periods set forth below were as follows (in thousands): Maturities of Operating Lease Liabilities Fiscal year: 2019 $ 12,298 2020 10,953 2021 8,991 2022 4,733 2023 4,784 Thereafter 8,445 Total undiscounted future minimum lease payments $ 50,204 |
Incentive Plans (Tables)
Incentive Plans (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Incentive Plans | |
Schedule of non-vested performance share LTIAs | Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Beginning of fiscal 2019 509,317 $ 27.30 Granted 382,574 $ 18.88 Vested (102,893) $ 29.04 Forfeited (127,693) $ 26.19 End of fiscal 2019 661,305 $ 22.37 (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 stock option activity | Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at beginning of fiscal 2019 1,194,105 $ 31.40 Granted 40,938 $ 22.68 Exercised — $ — Forfeited (120,114) $ 30.27 Cancelled (4,717) $ 30.49 Outstanding at end of fiscal 2019 1,110,212 $ 31.20 6.42 $ — Exercisable at end of fiscal 2019 815,442 $ 31.94 5.80 $ — |
Schedule of stock options, valuation assumption | Fiscal 2019 Fiscal 2018 Weighted average grant date fair value $ 2.44 $ 3.74 Expected volatility 31.3% 30.6% - 31.7% Expected term 5.5 years 5.5 - 6.5 years Risk-free interest rate 1.9% 2.6% - 2.8% Dividend yield 8.4% 6.7% - 8.1% |
Schedule of number of shares of common stock issued by our entity upon the vesting of performance share long-term incentive awards and for non-employee director annual equity grants and other share based compensation | Fiscal 2019 Fiscal 2018 Fiscal 2017 Number of performance shares vested 102,893 150,255 110,528 Shares withheld to fund statutory minimum tax withholding (36,965) (57,298) (42,368) Shares of common stock issued for performance share LTIAs 65,928 92,957 68,160 Shares of common stock issued upon the exercise of stock options — 1,787 4,011 Shares of common stock issued to non-employee directors for annual equity grants 45,848 35,039 20,559 Shares of restricted common stock issued to employees 32,059 — — Total shares of common stock issued 143,835 129,783 92,730 |
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, restricted stock and other share-based payments) during the last three fiscal years and where that expense is reflected in our consolidated statements of operations (in thousands): Consolidated Statements of Operations Location Fiscal 2019 Fiscal 2018 Fiscal 2017 Compensation expense included in cost of goods sold $ 307 $ 1,236 $ 1,203 Compensation expense included in selling, general and administrative expenses 2,287 1,789 3,412 Total compensation expense for share-based payments $ 2,594 $ 3,025 $ 4,615 |
Net Sales by Brand (Tables)
Net Sales by Brand (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Net Sales by Brand | |
Schedule of net sales by brand | The following table sets forth net sales by brand (in thousands): Fiscal 2019 Fiscal 2018 Fiscal 2017 Brand (1) Green Giant - $ 363,240 $ 372,696 $ 330,004 Spices & Seasonings (2) 249,374 255,965 259,196 Ortega 140,444 141,265 137,276 Green Giant - (3) 124,706 107,476 120,541 Maple Grove Farms of Vermont 70,557 68,048 67,987 Back to Nature (4) 60,947 69,704 20,283 Cream of Wheat 59,893 62,520 60,833 Mrs. Dash 58,781 58,676 59,816 Clabber Girl (5) 53,638 — — Pirate Brands (6) — 74,853 87,705 All other brands 478,834 489,561 502,746 Total $ 1,660,414 $ 1,700,764 $ 1,646,387 (1) Table includes net sales for each of our brands whose fiscal 2019 or fiscal 2018 net sales equaled or exceeded 3% of our total fiscal 2019 or total fiscal 2018 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 foodservice net sales attributable to the brand. (2) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016. Does not include net sales for Mrs. Dash and our other legacy spices & seasonings brands. (3) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (4) We completed the Back to Nature acquisition on October 2, 2017. See Note 3, “Acquisitions and Divestitures.” (5) We completed the Clabber Girl acquisition on May 15, 2019. See Note 3, “Acquisitions and Divestitures.” (6) We completed the Pirate Brands sale on October 17, 2018. See Note 3, “Acquisitions and Divestitures.” |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Quarterly Financial Data (unaudited) | |
Schedule of quarterly financial data (unaudited) | First Second Third Fourth Quarter Quarter Quarter Quarter (In thousands, expect per share data) Net sales 2019 $ 412,734 $ 371,197 $ 406,311 $ 470,172 2018 $ 431,729 $ 388,378 $ 422,602 $ 458,055 Gross profit 2019 $ 88,079 $ 91,867 $ 108,781 $ 94,397 2018 $ 103,356 $ 81,173 $ 115,039 $ 49,932 Net income 2019 $ 16,791 $ 18,251 $ 31,088 $ 10,259 2018 $ 20,547 $ 7,976 $ 31,988 $ 111,924 Basic earnings per share (1) 2019 $ 0.26 $ 0.28 $ 0.48 $ 0.16 2018 $ 0.31 $ 0.12 $ 0.49 $ 1.70 Diluted earnings per share (1) 2019 $ 0.26 $ 0.28 $ 0.48 $ 0.16 2018 $ 0.31 $ 0.12 $ 0.48 $ 1.70 Cash dividends declared per share 2019 $ 0.475 $ 0.475 $ 0.475 $ 0.475 2018 $ 0.465 $ 0.475 $ 0.475 $ 0.475 (1) Earnings per share were computed individually for each of the quarters presented using the weighted average number of shares outstanding during each quarterly period, while earnings per share for the full year were computed using the weighted average number of shares outstanding during the full year; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the full year. |
Guarantor and Non-Guarantor F_2
Guarantor and Non-Guarantor Financial Information (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Guarantor and Non-Guarantor Financial Information | |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet As of December 28, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 6,955 $ 4,360 $ — $ 11,315 Trade accounts receivable, net — 130,289 13,619 — 143,908 Inventories — 399,935 72,252 — 472,187 Prepaid expenses and other current assets — 18,393 7,056 — 25,449 Income tax receivable — 8,311 623 — 8,934 Intercompany receivables — — (12,609) 12,609 — Total current assets — 563,883 85,301 12,609 661,793 Property, plant and equipment, net — 260,256 44,678 — 304,934 Operating lease right-of-use assets — 38,632 66 — 38,698 Goodwill — 596,391 — — 596,391 Other intangible assets, net — 1,615,126 — — 1,615,126 Other assets — 3,263 14 — 3,277 Deferred income taxes — — 7,371 — 7,371 Investments in subsidiaries 2,743,615 100,561 — (2,844,176) — Total assets $ 2,743,615 $ 3,178,112 $ 137,430 $ (2,831,567) $ 3,227,590 Liabilities and Stockholders’ Equity Current liabilities: Trade accounts payable $ — $ 100,488 $ 14,448 $ — $ 114,936 Accrued expenses — 51,951 3,708 — 55,659 Current portion of operating lease liabilities — 9,768 45 — 9,813 Current portion of long-term debt 5,625 — — — 5,625 Income tax payable — 125 329 — 454 Dividends payable 30,421 — — — 30,421 Intercompany payables — (30,917) 18,308 12,609 — Total current liabilities 36,046 131,415 36,838 12,609 216,908 Long-term debt 1,895,027 (20,869) — — 1,874,158 Deferred income taxes — 254,339 — — 254,339 Long-term operating lease liabilities, net of current portion — 31,966 31 — 31,997 Other liabilities — 37,646 — — 37,646 Total liabilities 1,931,073 434,497 36,869 12,609 2,415,048 Stockholders’ equity: Preferred stock — — — — — Common stock 640 — — — 640 Additional paid-in capital — 1,894,788 68,253 (1,963,041) — Accumulated other comprehensive loss (31,894) (31,894) (7,133) 39,027 (31,894) Retained earnings 843,796 880,721 39,441 (920,162) 843,796 Total stockholders’ equity 812,542 2,743,615 100,561 (2,844,176) 812,542 Total liabilities and stockholders’ equity $ 2,743,615 $ 3,178,112 $ 137,430 $ (2,831,567) $ 3,227,590 Condensed Consolidating Balance Sheet As of December 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 9,871 $ 1,777 $ — $ 11,648 Trade accounts receivable, net — 140,464 11,243 — 151,707 Inventories — 332,774 68,581 — 401,355 Prepaid expenses and other current assets — 15,995 3,993 19,988 Income tax receivable — — 1,398 — 1,398 Total current assets — 499,104 86,992 — 586,096 Property, plant and equipment, net — 238,128 44,425 — 282,553 Goodwill — 584,435 — — 584,435 Other intangible assets, net — 1,595,569 — — 1,595,569 Other assets (1) — 4,189 13 — 4,202 Deferred income taxes — — 4,940 — 4,940 Investments in subsidiaries 2,584,598 93,069 — (2,677,667) — Total assets $ 2,584,598 $ 3,014,494 $ 136,370 $ (2,677,667) $ 3,057,795 Liabilities and Stockholders’ Equity Current liabilities: Trade accounts payable $ — $ 115,946 $ 24,054 $ — $ 140,000 Accrued expenses — 53,386 2,274 — 55,660 Income tax payable — 31,247 377 — 31,624 Dividends payable 31,178 — — — 31,178 Intercompany payables — (16,581) 16,581 — — Total current liabilities 31,178 183,998 43,286 — 258,462 Long-term debt (1) 1,653,371 (14,494) — — 1,638,877 Deferred income taxes — 235,902 — — 235,902 Other liabilities — 24,490 15 — 24,505 Total liabilities 1,684,549 429,896 43,301 — 2,157,746 Stockholders’ equity: Preferred stock — — — — — Common stock 656 — — — 656 Additional paid-in capital 116,339 1,803,769 68,253 (1,872,022) 116,339 Accumulated other comprehensive loss (23,502) (23,502) (11,279) 34,781 (23,502) Retained earnings 806,556 804,331 36,095 (840,426) 806,556 Total stockholders’ equity 900,049 2,584,598 93,069 (2,677,667) 900,049 Total liabilities and stockholders’ equity $ 2,584,598 $ 3,014,494 $ 136,370 $ (2,677,667) $ 3,057,795 (1) During fiscal 2019, we reclassified unamortized deferred debt financing costs of $3.0 million related to our revolving credit facility as of December 29, 2018 from a reduction in long-term debt to other assets in our condensed consolidating balance sheet. |
Condensed Consolidating Statement of Operations and Comprehensive Income | Condensed Consolidating Statements of Operations and Comprehensive Income Fiscal Year Ended December 28, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,563,664 $ 203,650 $ (106,900) $ 1,660,414 Cost of goods sold — 1,193,002 191,188 (106,900) 1,277,290 Gross profit — 370,662 12,462 — 383,124 Operating expenses: Selling, general and administrative expenses — 152,865 7,880 — 160,745 Amortization expense — 18,543 — — 18,543 Operating income — 199,254 4,582 — 203,836 Other income and expenses: Interest expense, net — 98,126 — — 98,126 Loss on extinguishment of debt — 1,177 — — 1,177 Other income — (1,159) — — (1,159) Income before income tax expense — 101,110 4,582 — 105,692 Income tax expense — 28,068 1,235 — 29,303 Equity in earnings (loss) of subsidiaries 76,389 3,347 — (79,736) — Net income (loss) $ 76,389 $ 76,389 $ 3,347 $ (79,736) $ 76,389 Comprehensive income (loss) $ 67,997 $ 88,926 $ 7,492 $ (96,418) $ 67,997 Condensed Consolidating Statements of Operations and Comprehensive Income Fiscal Year Ended December 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,609,650 $ 195,593 $ (104,479) $ 1,700,764 Cost of goods sold — 1,272,381 183,362 (104,479) 1,351,264 Gross profit — 337,269 12,231 — 349,500 Operating expenses: Selling, general and administrative expenses — 160,392 6,997 — 167,389 Amortization expense — 18,343 — — 18,343 Gain on sale of assets — (176,386) — — (176,386) Operating income — 334,920 5,234 — 340,154 Other income and expenses: Interest expense, net — 108,334 — — 108,334 Loss on extinguishment of debt — 13,135 — — 13,135 Other income — (3,592) — — (3,592) Income before income tax expense — 217,043 5,234 — 222,277 Income tax expense — 49,419 423 — 49,842 Equity in earnings (loss) of subsidiaries 172,435 4,811 — (177,246) — Net income (loss) $ 172,435 $ 172,435 $ 4,811 $ (177,246) $ 172,435 Comprehensive income (loss) $ 169,689 $ 171,674 $ 1,304 $ (172,978) $ 169,689 |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Fiscal Year Ended December 28, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 54,269 $ (7,765) $ — $ 46,504 Cash flows from investing activities: Capital expenditures — (38,134) (4,221) — (42,355) Proceeds from sale of assets — — 46 — 46 Payments for acquisition of businesses, net of cash acquired — (82,430) — — (82,430) Net cash used in investing activities — (120,564) (4,175) — (124,739) Cash flows from financing activities: Repayments of long-term debt (700,000) — — — (700,000) Proceeds from issuance of long-term debt 1,000,000 — — — 1,000,000 Repayments of borrowings under revolving credit facility (645,000) — — — (645,000) Borrowings under revolving credit facility 595,000 — — — 595,000 Proceeds from issuance of common stock, net — — — — — Dividends paid (123,669) — — — (123,669) Payments for the repurchase of common stock, net (34,713) — — — (34,713) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (905) — — (905) Payments of debt financing costs — (13,000) — — (13,000) Intercompany transactions (91,618) 77,284 14,334 — — Net cash provided by financing activities — 63,379 14,334 — 77,713 Effect of exchange rate fluctuations on cash and cash equivalents — — 189 — 189 Net (decrease) increase in cash and cash equivalents — (2,916) 2,583 — (333) Cash and cash equivalents at beginning of year — 9,871 1,777 — 11,648 Cash and cash equivalents at end of year $ — $ 6,955 $ 4,360 $ — $ 11,315 Condensed Consolidating Statement of Cash Flows Fiscal Year Ended December 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 197,094 $ 12,362 $ — $ 209,456 Cash flows from investing activities: Capital expenditures — (34,503) (7,124) — (41,627) Proceeds from sale of assets — 420,002 — — 420,002 Payments for acquisition of businesses, net of cash acquired — (30,787) — — (30,787) Net cash provided by (used in) investing activities — 354,712 (7,124) — 347,588 Cash flows from financing activities: Repayments of long-term debt (650,110) — — — (650,110) Repayments of borrowings under revolving credit facility (170,000) — — — (170,000) Borrowings under revolving credit facility 220,000 — — — 220,000 Proceeds from issuance of common stock, net 60 — — — 60 Dividends paid (124,524) — — — (124,524) Payments for the repurchase of common stock, net (26,920) — — — (26,920) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,833) — — (1,833) Intercompany transactions 751,494 (744,918) (6,576) — — Net cash used in financing activities — (746,751) (6,576) — (753,327) Effect of exchange rate fluctuations on cash and cash equivalents — — 1,425 — 1,425 Net (decrease) increase in cash and cash equivalents — (194,945) 87 — (194,858) Cash and cash equivalents at beginning of year — 204,816 1,690 — 206,506 Cash and cash equivalents at end of year $ — $ 9,871 $ 1,777 $ — $ 11,648 |
Nature of Operations - Fiscal Y
Nature of Operations - Fiscal Year and Business and Credit Concentrations (Details) - customer | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Fiscal Year | |||
Number of weeks in fiscal period | 364 days | 364 days | 364 days |
Minimum | |||
Fiscal Year | |||
Number of weeks in fiscal period | 364 days | ||
Maximum | |||
Fiscal Year | |||
Number of weeks in fiscal period | 371 days | ||
Net sales | Consolidated net sales | Top ten customers | |||
Fiscal Year | |||
Number of top customers | 10 | 10 | 10 |
Percentage of concentration risk | 59.10% | 56.90% | 55.80% |
Net sales | Consolidated net sales | Other than Walmart | |||
Fiscal Year | |||
Percentage of concentration risk | 25.60% | 24.10% | 24.10% |
Accounts receivable | Trade accounts receivables | Top ten customers | |||
Fiscal Year | |||
Number of top customers | 10 | 10 | 10 |
Percentage of concentration risk | 62.30% | 55.80% | 51.70% |
Accounts receivable | Trade accounts receivables | Other than Walmart | |||
Fiscal Year | |||
Percentage of concentration risk | 29.10% | 24.90% | 22.40% |
Foreign | Net sales | Consolidated net sales | |||
Fiscal Year | |||
Percentage of concentration risk | 7.70% | 7.30% | 6.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Property, Plant and Equipment | |||
Interest on qualifying assets capitalized | $ 1.1 | $ 1.1 | $ 1 |
Building and improvements | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 10 years | ||
Building and improvements | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 30 years | ||
Machinery and equipment | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 5 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 12 years | ||
Office furniture and vehicles | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 2 years | ||
Office furniture and vehicles | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Intangible Assets, Financing Costs, Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Information related to useful life of finite-lived intangible assets | |||||||||||
(Gain) loss on sale of assets | $ (176,386) | $ 1,608 | |||||||||
Information related to deferred debt financing costs | |||||||||||
Amortization of deferred debt financing costs | $ 3,500 | 5,300 | 5,400 | ||||||||
Selling, General and Administrative Expenses | |||||||||||
Advertising costs | $ 7,800 | 15,900 | 22,700 | ||||||||
Pension Plans | |||||||||||
Percentage of employees covered by defined benefit pension plans | 39.70% | ||||||||||
Information related to earning per share | |||||||||||
Net income | $ 76,389 | $ 172,435 | $ 217,463 | ||||||||
Weighted average common shares outstanding: | |||||||||||
Basic | 65,013,406 | 66,144,703 | 66,487,403 | ||||||||
Net effect of potentially dilutive share-based compensation awards (in shares) | 25,373 | 109,851 | 219,060 | ||||||||
Diluted (in shares) | 65,038,779 | 66,254,554 | 66,706,463 | ||||||||
Basic (in dollars per share) | $ 0.16 | $ 0.48 | $ 0.28 | $ 0.26 | $ 1.70 | $ 0.49 | $ 0.12 | $ 0.31 | $ 1.17 | $ 2.61 | $ 3.27 |
Diluted (in dollars per share) | $ 0.16 | $ 0.48 | $ 0.28 | $ 0.26 | $ 1.70 | $ 0.48 | $ 0.12 | $ 0.31 | $ 1.17 | $ 2.60 | $ 3.26 |
Antidilutive securities excluded from computation of loss per share | 1,110,212 | 1,091,478 | 348,894 | ||||||||
Stock Option | |||||||||||
Share-Based Compensation | |||||||||||
Term (in years) | 10 years | ||||||||||
Stock Option | Employee | |||||||||||
Share-Based Compensation | |||||||||||
Vesting period (in years) | 3 years | ||||||||||
Stock Option | Non-employee director | |||||||||||
Share-Based Compensation | |||||||||||
Vesting period (in years) | 1 year | ||||||||||
Customer relationship and amortizable trademarks | Minimum | |||||||||||
Information related to useful life of finite-lived intangible assets | |||||||||||
Estimated useful life | 10 years | ||||||||||
Customer relationship and amortizable trademarks | Maximum | |||||||||||
Information related to useful life of finite-lived intangible assets | |||||||||||
Estimated useful life | 20 years | ||||||||||
Seed technology | |||||||||||
Information related to useful life of finite-lived intangible assets | |||||||||||
Estimated useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - ASU Share-based payments to employees (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | Jan. 01, 2019 | |
Newly Adopted Accounting Standards | ||||
Income tax expense (benefit) | $ 29,303 | $ 49,842 | $ (69,401) | |
Operating lease right-of-use assets | 38,698 | $ 39,600 | ||
Total present value of future operating lease payments | 41,810 | $ 42,600 | ||
ASU 2016-02 | ||||
Newly Adopted Accounting Standards | ||||
Operating lease right-of-use assets | 39,600 | |||
Total present value of future operating lease payments | $ 42,600 | |||
ASU 2016-09 | Impact of Adoption | ||||
Newly Adopted Accounting Standards | ||||
Income tax expense (benefit) | $ (800) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Impact of Adoption (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Net sales | $ 470,172 | $ 406,311 | $ 371,197 | $ 412,734 | $ 458,055 | $ 422,602 | $ 388,378 | $ 431,729 | $ 1,660,414 | $ 1,700,764 | $ 1,646,387 |
Cost of goods sold | 1,277,290 | 1,351,264 | 1,205,809 | ||||||||
Gross profit | 94,397 | 108,781 | 91,867 | 88,079 | 49,932 | 115,039 | 81,173 | 103,356 | 383,124 | 349,500 | 440,578 |
Selling, general and administrative expenses | 160,745 | 167,389 | 183,448 | ||||||||
Loss on sale of assets | (176,386) | 1,608 | |||||||||
Operating income | 203,836 | 340,154 | 237,911 | ||||||||
Other income | (1,159) | (3,592) | (3,098) | ||||||||
Net income | $ 10,259 | $ 31,088 | $ 18,251 | $ 16,791 | $ 111,924 | $ 31,988 | $ 7,976 | $ 20,547 | $ 76,389 | 172,435 | 217,463 |
Gain (Loss) on Disposition of Assets | $ 176,386 | $ (1,608) | |||||||||
Earnings per share: | |||||||||||
Basic (in dollars per share) | $ 0.16 | $ 0.48 | $ 0.28 | $ 0.26 | $ 1.70 | $ 0.49 | $ 0.12 | $ 0.31 | $ 1.17 | $ 2.61 | $ 3.27 |
Diluted (in dollars per share) | $ 0.16 | $ 0.48 | $ 0.28 | $ 0.26 | $ 1.70 | $ 0.48 | $ 0.12 | $ 0.31 | $ 1.17 | $ 2.60 | $ 3.26 |
As Reported | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Net sales | $ 1,668,056 | ||||||||||
Cost of goods sold | 1,205,809 | ||||||||||
Gross profit | 462,247 | ||||||||||
Selling, general and administrative expenses | 205,234 | ||||||||||
Operating income | 239,402 | ||||||||||
Other income | (1,607) | ||||||||||
Net income | $ 217,463 | ||||||||||
Earnings per share: | |||||||||||
Basic (in dollars per share) | $ 3.27 | ||||||||||
Diluted (in dollars per share) | $ 3.26 | ||||||||||
Impact of Adoption | Reclassification of Loss on Sale of Assets | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Selling, general and administrative expenses | $ (1,608) | ||||||||||
Loss on sale of assets | 1,608 | ||||||||||
Gain (Loss) on Disposition of Assets | (1,608) | ||||||||||
ASU 2014-09 | Impact of Adoption | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Net sales | (21,669) | ||||||||||
Gross profit | (21,669) | ||||||||||
Selling, general and administrative expenses | (21,669) | ||||||||||
ASU 2017-07 | Impact of Adoption | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Selling, general and administrative expenses | $ 1,200 | $ 2,400 | 1,491 | ||||||||
Operating income | (1,491) | ||||||||||
Other income | (1,200) | (2,400) | $ (1,491) | ||||||||
Revolving credit loans | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Unamortized deferred financing costs | $ 2,200 | $ 3,000 | 2,200 | $ 3,000 | |||||||
Revolving credit loans | Other Assets [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Unamortized deferred financing costs | $ 3,000 | $ 3,000 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details) - USD ($) $ in Thousands | May 15, 2019 | Dec. 28, 2019 | Dec. 29, 2018 |
Acquisitions and divestitures | |||
Accrued expenses | $ 55,659 | $ 55,660 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 596,391 | $ 584,435 | |
Customer Relationship and Amortizable Trademarks | Minimum | |||
Acquisitions and divestitures | |||
Estimated useful life | 10 years | ||
Customer Relationship and Amortizable Trademarks | Maximum | |||
Acquisitions and divestitures | |||
Estimated useful life | 20 years | ||
Clabber Girl Corporation | |||
Acquisitions and divestitures | |||
Cash paid | $ 84,600 | ||
Increase in operating right of use asset | $ 1,400 | ||
Decrease in inventories | 700 | ||
Decrease in operating lease liabilities, current | 100 | ||
Decrease in operating lease liabilities, non-current | 1,300 | ||
Decrease in goodwill | 1,400 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Cash and cash equivalents | 2,202 | ||
Trade accounts receivable, net | 5,627 | ||
Inventories | 10,641 | ||
Prepaid expenses and other current assets | 154 | ||
Income tax receivable | 7 | ||
Property, plant and equipment, net | 20,697 | ||
Operating lease right-of-use assets | 7,841 | ||
Trademarks - indefinite-lived intangible assets | 19,600 | ||
Customer relationship intangibles - finite-lived intangible assets | 18,500 | ||
Trade accounts payable | (3,007) | ||
Accrued expenses | (1,315) | ||
Operating lease liabilities, current portion | (952) | ||
Long-term operating lease liabilities, net of current portion | (7,319) | ||
Goodwill | 11,956 | 12,000 | |
Total | $ 84,632 | ||
Clabber Girl Corporation | Customer Relationship and Amortizable Trademarks | |||
Acquisitions and divestitures | |||
Increase in finite-lived intangible assets | 1,000 | ||
Clabber Girl Corporation | Trademarks | |||
Acquisitions and divestitures | |||
Increase in indefinite-lived intangible assets | $ 1,100 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - McCann's (Details) - USD ($) $ in Thousands | Jul. 16, 2018 | Dec. 29, 2018 | Dec. 28, 2019 |
Preliminary Allocation: | |||
Goodwill | $ 584,435 | $ 596,391 | |
McCann's brand of premium Irish oatmeal | |||
Acquisitions and divestitures | |||
Purchase price adjustment, goodwill increase (decrease) | 200 | ||
Purchase price adjustment, accrued expenses increase (decrease) | $ 200 | ||
Purchase Price: | |||
Cash paid | $ 30,800 | ||
Preliminary Allocation: | |||
Property, plant and equipment | 12 | ||
Inventories | 973 | ||
Accrued expenses | (292) | ||
Goodwill | 3,294 | ||
Total | 30,787 | ||
McCann's brand of premium Irish oatmeal | Customer relationship | |||
Preliminary Allocation: | |||
Customer relationship intangibles - finite-lived intangible assets | 2,000 | ||
McCann's brand of premium Irish oatmeal | Trademarks | |||
Preliminary Allocation: | |||
Trademarks - indefinite-lived intangible assets | $ 24,800 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Back to Nature (Details) - USD ($) $ in Thousands | Oct. 02, 2017 | Dec. 28, 2019 | Dec. 29, 2018 |
Allocation: | |||
Goodwill | $ 596,391 | $ 584,435 | |
Customer Relationship and Amortizable Trademarks | Minimum | |||
Acquisitions and divestitures | |||
Estimated useful life | 10 years | ||
Customer Relationship and Amortizable Trademarks | Maximum | |||
Acquisitions and divestitures | |||
Estimated useful life | 20 years | ||
Back To Nature Foods Company, LLC | |||
Acquisitions and divestitures | |||
Purchase price adjustment, goodwill increase (decrease) | 2,800 | ||
Purchase price allocation adjustments, other working capital increase (decrease) | 2,100 | ||
Purchase price allocation adjustments, inventory increase (decrease) | (1,700) | ||
Long-term deferred income tax liabilities increase (decrease) | (900) | ||
Purchase Price: | |||
Cash paid | $ 162,800 | ||
Allocation: | |||
Goodwill | 36,334 | ||
Inventories | 5,088 | ||
Long-term deferred income tax liabilities, net | (9,892) | ||
Other working capital | (6,082) | ||
Total | 162,848 | ||
Back To Nature Foods Company, LLC | Trademarks | |||
Allocation: | |||
Amortizable intangible assets | 12,800 | ||
Back To Nature Foods Company, LLC | Customer relationship | |||
Allocation: | |||
Amortizable intangible assets | 14,700 | ||
Back To Nature Foods Company, LLC | Trademarks | |||
Acquisitions and divestitures | |||
Intangible asset adjustment | $ 100 | ||
Allocation: | |||
Trademarks - indefinite-lived intangible assets | $ 109,900 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Pirate (Details) - USD ($) $ in Thousands | Oct. 17, 2018 | Dec. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 |
Acquisitions and divestitures | ||||
Deferred income taxes | $ 254,339 | $ 235,902 | ||
Pirate Brands | ||||
Special bonus | ||||
Period of ownership | 5 years | |||
Pirate Brands | Executive officers and certain members of management | ||||
Special bonus | ||||
Special bonus amount | $ 6,000 | |||
Pirate Brands | Disposed | ||||
Acquisitions and divestitures | ||||
Deferred income taxes | $ 107,300 | |||
Cash received | 420,002 | |||
Assets sold: | ||||
Inventories | (6,688) | |||
Property, plant and equipment | (404) | |||
Goodwill | (70,952) | |||
Other | (77) | |||
Total assets sold | (239,328) | |||
Expenses | (4,288) | |||
Gain on sale of assets | 176,386 | |||
Pirate Brands | Disposed | Trademarks | ||||
Assets sold: | ||||
Intangible assets | (152,800) | |||
Pirate Brands | Disposed | Customer relationship | ||||
Assets sold: | ||||
Intangible assets | $ (8,408) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Inventories | ||
Raw materials and packaging | $ 65,673 | $ 61,905 |
Work-in-process | 111,866 | 95,282 |
Finished goods | 294,648 | 244,168 |
Inventories | $ 472,187 | $ 401,355 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, gross | $ 575,388 | $ 512,753 | |
Less: accumulated depreciation | (270,454) | (230,200) | |
Property, plant and equipment, net | 304,934 | 282,553 | |
Depreciation expense | 40,200 | 35,300 | $ 31,600 |
Land | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, gross | 13,097 | 11,718 | |
Building and improvements | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, gross | 135,928 | 125,768 | |
Machinery and equipment | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, gross | 339,318 | 311,457 | |
Office furniture and vehicles | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, gross | 71,365 | 45,230 | |
Construction-in-progress | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, gross | 15,680 | $ 18,580 | |
Computer Equipment [Member] | |||
Information related to useful life of property, plant and equipment | |||
Property, Plant and Equipment, Additions | $ 23,100 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | May 15, 2019 | |
Goodwill and Other Intangible Assets | ||||
Amortization expense | $ 18,543 | $ 18,343 | $ 17,611 | |
Amortizable Intangible Assets | ||||
Gross Carrying Amount | 373,690 | 355,190 | ||
Accumulated Amortization | 133,864 | 115,321 | ||
Net Carrying Amount | 239,826 | 239,869 | ||
Unamortizable Intangible Assets | ||||
Goodwill | 596,391 | 584,435 | ||
Future amortization expense | ||||
2020 | 18,900 | |||
2021 | 18,900 | |||
2022 | 18,900 | |||
2023 | 18,800 | |||
2024 | 18,700 | |||
Clabber Girl Corporation | ||||
Amortizable Intangible Assets | ||||
Increase in goodwill | (1,400) | |||
Unamortizable Intangible Assets | ||||
Goodwill | 12,000 | $ 11,956 | ||
Acquisitions. | ||||
Trademarks - indefinite-lived intangible assets | 19,600 | |||
Customer relationship intangibles - finite-lived intangible assets | $ 18,500 | |||
Trademarks | ||||
Unamortizable Intangible Assets | ||||
Unamortizable intangible assets excluding goodwill | 1,375,300 | 1,355,700 | ||
Trademarks | ||||
Amortizable Intangible Assets | ||||
Gross Carrying Amount | 19,600 | 19,600 | ||
Accumulated Amortization | 4,462 | 3,369 | ||
Net Carrying Amount | 15,138 | 16,231 | ||
Trademarks | Clabber Girl Corporation | ||||
Acquisitions. | ||||
Trademarks - indefinite-lived intangible assets | 19,600 | |||
Customer relationship | ||||
Amortizable Intangible Assets | ||||
Gross Carrying Amount | 354,090 | 335,590 | ||
Accumulated Amortization | 129,402 | 111,952 | ||
Net Carrying Amount | 224,688 | $ 223,638 | ||
Customer relationship | Clabber Girl Corporation | ||||
Acquisitions. | ||||
Customer relationship intangibles - finite-lived intangible assets | $ 18,500 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Oct. 10, 2019 | Sep. 26, 2019 | Dec. 29, 2018 | Nov. 20, 2017 | Apr. 03, 2017 | Jun. 04, 2013 |
Information related to long-term debt | |||||||
Outstanding principal | $ 1,900,000 | ||||||
Total long-term debt, net of unamortized deferred financing costs and premium | 1,879,783 | $ 1,638,877 | |||||
Current portion of long-term debt | 5,625 | ||||||
Long-term debt, net of unamortized deferred debt financing costs and discount/premium and excluding current portion | 1,874,158 | 1,638,877 | |||||
Revolving credit loans | |||||||
Information related to long-term debt | |||||||
Outstanding principal | 50,000 | ||||||
Unamortized deferred financing costs | (2,200) | (3,000) | |||||
Total long-term debt, net of unamortized deferred financing costs and premium | 50,000 | ||||||
Tranche B Term Loan 2026 | |||||||
Information related to long-term debt | |||||||
Outstanding principal | 450,000 | ||||||
Unamortized deferred financing costs | (4,042) | ||||||
Unamortized premium | (2,180) | ||||||
Total long-term debt, net of unamortized deferred financing costs and premium | $ 443,778 | ||||||
4.625% Senior notes due 2021 | |||||||
Information related to long-term debt | |||||||
Outstanding principal | 700,000 | ||||||
Unamortized deferred financing costs | (3,687) | ||||||
Total long-term debt, net of unamortized deferred financing costs and premium | $ 696,313 | ||||||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | 4.625% | |||
Redeemed amount | $ 700,000 | ||||||
Principal amount of notes | $ 700,000 | ||||||
5.25% Senior Notes due 2025 | |||||||
Information related to long-term debt | |||||||
Outstanding principal | $ 900,000 | $ 900,000 | |||||
Unamortized deferred financing costs | (9,077) | (10,807) | |||||
Unamortized premium | 2,832 | 3,371 | |||||
Total long-term debt, net of unamortized deferred financing costs and premium | $ 893,755 | $ 892,564 | |||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | |||
Principal amount of notes | $ 400,000 | $ 500,000 | |||||
5.25% Senior Notes due 2027 | |||||||
Information related to long-term debt | |||||||
Outstanding principal | $ 550,000 | $ 550,000 | |||||
Unamortized deferred financing costs | (7,750) | ||||||
Total long-term debt, net of unamortized deferred financing costs and premium | $ 542,250 | ||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | |||
Tranche B Term Loan Facility | |||||||
Information related to long-term debt | |||||||
Principal amount of notes | $ 450,000 | ||||||
Other Assets [Member] | |||||||
Information related to long-term debt | |||||||
Reclassified from long-term debt to other assets | $ 3,000 | ||||||
Other Assets [Member] | Revolving credit loans | |||||||
Information related to long-term debt | |||||||
Unamortized deferred financing costs | $ (3,000) |
Long-Term Debt, Activity (Detai
Long-Term Debt, Activity (Details) $ in Thousands | Oct. 10, 2019USD ($) | Oct. 19, 2018USD ($) | Oct. 18, 2018USD ($) | Dec. 28, 2019USD ($) | Dec. 28, 2019USD ($)item | Dec. 29, 2018USD ($) | Dec. 30, 2017USD ($) | Sep. 26, 2019USD ($) | Nov. 20, 2017USD ($) | Apr. 03, 2017USD ($) | Jun. 04, 2013USD ($) |
Information related to senior notes | |||||||||||
Outstanding principal | $ 1,900,000 | $ 1,900,000 | |||||||||
Long-term debt | 1,874,158 | 1,874,158 | $ 1,638,877 | ||||||||
Proceeds from Issuance of Senior Long-term Debt | 1,000,000 | $ 914,000 | |||||||||
Repayments of long-term debt | 700,000 | 650,110 | 233,640 | ||||||||
Loss on extinguishment of debt | 1,177 | 13,135 | 1,163 | ||||||||
Accrued Interest | |||||||||||
Accrued interest | 21,400 | $ 21,400 | 15,600 | ||||||||
LIBOR | |||||||||||
Information related to senior notes | |||||||||||
Interest rate added to variable base rate (as a percent) | 2.50% | ||||||||||
Base rate | |||||||||||
Information related to senior notes | |||||||||||
Interest rate added to variable base rate (as a percent) | 1.00% | ||||||||||
Tranche B Term Loans due 2022 | |||||||||||
Information related to senior notes | |||||||||||
Repayments of long-term debt | $ 147,900 | $ 352,200 | 150,000 | ||||||||
Loss on extinguishment of debt | 13,100 | ||||||||||
Extinguishment of Debt | |||||||||||
Write-off of deferred debt financing costs | $ 1,200 | ||||||||||
Tranche A and B Term Loans | |||||||||||
Extinguishment of Debt | |||||||||||
Write-off of deferred debt financing costs | 900 | ||||||||||
Write-off of unamortized discount | $ 300 | ||||||||||
Revolving credit loans | |||||||||||
Information related to senior notes | |||||||||||
Net deferred debt financing costs | 2,200 | 2,200 | 3,000 | ||||||||
Outstanding principal | $ 50,000 | ||||||||||
Outstanding letters of credit | 1,600 | 1,600 | |||||||||
Available borrowing capacity | $ 698,400 | $ 698,400 | |||||||||
Commitment fees (as a percent) | 0.50% | ||||||||||
Number of quarters consolidated leverage ratio to be maintained | item | 4 | ||||||||||
Number of quarters consolidated interest coverage ratio to be maintained | item | 4 | ||||||||||
Revolving credit loans | Minimum | |||||||||||
Information related to senior notes | |||||||||||
Consolidated leverage ratio | 1 | ||||||||||
Consolidated interest leverage ratio | 1 | ||||||||||
Senior secured leverage ratio | 1 | ||||||||||
Revolving credit loans | Maximum | |||||||||||
Information related to senior notes | |||||||||||
Consolidated leverage ratio | 7 | ||||||||||
Consolidated interest leverage ratio | 1.75 | ||||||||||
Senior secured leverage ratio | 4 | 4 | |||||||||
Revolving credit loans | LIBOR | Minimum | |||||||||||
Information related to senior notes | |||||||||||
Interest rate added to variable base rate (as a percent) | 1.25% | ||||||||||
Revolving credit loans | LIBOR | Maximum | |||||||||||
Information related to senior notes | |||||||||||
Interest rate added to variable base rate (as a percent) | 1.75% | ||||||||||
Revolving credit loans | Base rate | Minimum | |||||||||||
Information related to senior notes | |||||||||||
Interest rate added to variable base rate (as a percent) | 0.25% | ||||||||||
Revolving credit loans | Base rate | Maximum | |||||||||||
Information related to senior notes | |||||||||||
Interest rate added to variable base rate (as a percent) | 0.75% | ||||||||||
Letters of credit facility | |||||||||||
Information related to senior notes | |||||||||||
Maximum capacity available | $ 50,000 | $ 50,000 | |||||||||
Fronting fee (as a percent) | 0.25% | ||||||||||
4.625% Senior notes due 2021 | |||||||||||
Information related to senior notes | |||||||||||
Net deferred debt financing costs | $ 3,687 | ||||||||||
Outstanding principal | $ 700,000 | ||||||||||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | 4.625% | 4.625% | ||||||
Repayments of long-term debt | $ 700,000 | ||||||||||
Loss on extinguishment of debt | $ 1,200 | ||||||||||
Principal amount of notes | $ 700,000 | ||||||||||
Debt issuance price (as a percent) | 100.00% | ||||||||||
Redeemed amount | $ 700,000 | ||||||||||
Percentage of face value | 100.00% | ||||||||||
5.25% Senior Notes due 2025 | |||||||||||
Information related to senior notes | |||||||||||
Net deferred debt financing costs | 9,077 | $ 9,077 | $ 10,807 | ||||||||
Outstanding principal | $ 900,000 | $ 900,000 | $ 900,000 | ||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | ||||||
Interest rate at period end (as a percent) | 5.03% | ||||||||||
Principal amount of notes | $ 400,000 | $ 500,000 | |||||||||
Debt issuance price (as a percent) | 101.00% | 100.00% | |||||||||
5.25% Senior Notes due 2025 | Redemption period beginning April 1, 2020 | |||||||||||
Information related to senior notes | |||||||||||
Redemption price (as a percent) | 103.9375% | ||||||||||
5.25% Senior Notes due 2025 | Redemption period on or after April 1, 2023 | |||||||||||
Information related to senior notes | |||||||||||
Redemption price (as a percent) | 100.00% | ||||||||||
5.25% Senior Notes due 2027 | |||||||||||
Information related to senior notes | |||||||||||
Net deferred debt financing costs | $ 7,750 | $ 7,750 | |||||||||
Outstanding principal | $ 550,000 | $ 550,000 | $ 550,000 | ||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | ||||||
Proceeds from Issuance of Senior Long-term Debt | $ 550,000 | ||||||||||
Debt issuance price (as a percent) | 100.00% | ||||||||||
Percentage of principal amount redeemed or which may redeem | 40.00% | ||||||||||
5.25% Senior Notes due 2027 | From March 1st 2022 To February 28th 2025 | |||||||||||
Information related to senior notes | |||||||||||
Redemption price (as a percent) | 103.938% | ||||||||||
5.25% Senior Notes due 2027 | On Or After March 1st 2025 | |||||||||||
Information related to senior notes | |||||||||||
Redemption price (as a percent) | 100.00% | ||||||||||
Tranche A term loan due 2019 | |||||||||||
Extinguishment of Debt | |||||||||||
Write-off of deferred debt financing costs | $ 11,100 | ||||||||||
Write-off of unamortized discount | $ 2,000 | ||||||||||
Tranche B Term Loan 2026 | |||||||||||
Information related to senior notes | |||||||||||
Net deferred debt financing costs | $ 4,042 | $ 4,042 | |||||||||
Outstanding principal | $ 450,000 | $ 450,000 | |||||||||
Amortization rate | 1.00% | ||||||||||
Repayment fee percentage | 1.00% | 1.00% | |||||||||
Tranche B Term Loan Facility | |||||||||||
Information related to senior notes | |||||||||||
Increase in principal of debt | 450,000 | ||||||||||
Principal amount of notes | $ 450,000 |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 28, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | Oct. 10, 2019 | Jun. 04, 2013 | |
Aggregate contractual maturities of long-term debt | ||||||
2020 | $ 5,625 | $ 5,625 | ||||
2021 | 4,500 | 4,500 | ||||
2022 | 4,500 | 4,500 | ||||
2023 | 4,500 | 4,500 | ||||
2024 | 4,500 | 4,500 | ||||
Thereafter | 1,876,375 | 1,876,375 | ||||
Outstanding principal | 1,900,000 | 1,900,000 | ||||
Loss on extinguishment of debt | $ (1,177) | $ (13,135) | $ (1,163) | |||
4.625% Senior notes due 2021 | ||||||
Aggregate contractual maturities of long-term debt | ||||||
Outstanding principal | $ 700,000 | |||||
Redeemed amount | $ 700,000 | |||||
Loss on extinguishment of debt | $ (1,200) | |||||
Principal amount of notes | $ 700,000 | |||||
Tranche B Term Loan Facility | ||||||
Aggregate contractual maturities of long-term debt | ||||||
Principal amount of notes | $ 450,000 | |||||
Amortization prepayments (as a percent) | 1.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | Oct. 10, 2019 | Sep. 26, 2019 | |
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | $ 1,879,783 | $ 1,638,877 | |||
Outstanding principal | 1,900,000 | ||||
Changes in level 3 | |||||
Level 3 activity | $ 0 | $ 0 | $ 0 | ||
Tranche B Term Loans due 2026 | |||||
Financial assets and liabilities at fair value | |||||
Face amount of senior notes | $ 450,000 | ||||
4.625% Senior notes due 2021 | |||||
Financial assets and liabilities at fair value | |||||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | ||
Redeemed amount | $ 700,000 | ||||
5.25% Senior Notes due 2025 | |||||
Financial assets and liabilities at fair value | |||||
Interest rate (as a percent) | 5.25% | 5.25% | |||
Face amount of senior notes | $ 900,000 | ||||
5.25% Senior Notes due 2027 | |||||
Financial assets and liabilities at fair value | |||||
Interest rate (as a percent) | 5.25% | 5.25% | |||
Outstanding principal | $ 550,000 | ||||
Carrying Value | Revolving credit loans | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | $ 50,000 | ||||
Carrying Value | Tranche B Term Loans due 2026 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | $ 447,820 | ||||
Carrying Value | 4.625% Senior notes due 2021 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | 700,000 | ||||
Carrying Value | 5.25% Senior Notes due 2025 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | 902,832 | 903,371 | |||
Carrying Value | 5.25% Senior Notes due 2027 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | 550,000 | ||||
Fair value measured on recurring basis | Fair Value | Revolving credit loans | Level 2 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | 50,000 | ||||
Fair value measured on recurring basis | Fair Value | Tranche B Term Loans due 2026 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | 451,179 | ||||
Fair value measured on recurring basis | Fair Value | 4.625% Senior notes due 2021 | Level 1 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | 684,250 | ||||
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2025 | Level 1 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | 929,917 | $ 837,877 | |||
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2027 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | $ 550,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Reclassification from AOCL | |||||||||||
Income tax expense (benefit) | $ 29,303 | $ 49,842 | $ (69,401) | ||||||||
Net income | $ (10,259) | $ (31,088) | $ (18,251) | $ (16,791) | $ (111,924) | $ (31,988) | $ (7,976) | $ (20,547) | (76,389) | (172,435) | (217,463) |
Defined Benefit Pension Plan Items | Amount Reclassified from AOCL | |||||||||||
Reclassification from AOCL | |||||||||||
Total before tax | 861 | 698 | 552 | ||||||||
Income tax expense (benefit) | (211) | (174) | (218) | ||||||||
Net income | 650 | 524 | 334 | ||||||||
Amortization of unrecognized prior service cost | Amount Reclassified from AOCL | |||||||||||
Reclassification from AOCL | |||||||||||
Total before tax | 2 | 35 | |||||||||
Amortization of unrecognized loss | Amount Reclassified from AOCL | |||||||||||
Reclassification from AOCL | |||||||||||
Total before tax | $ 861 | $ 696 | $ 517 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | $ 900,049 | $ 880,819 | $ 785,657 |
Net current period other comprehensive income (loss) | (8,392) | (2,746) | (1,392) |
Ending balance | 812,542 | 900,049 | 880,819 |
Defined Benefit Pension Plan Items | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (12,224) | (12,985) | (7,200) |
Other comprehensive income (loss) before reclassifications | (13,187) | 237 | (6,119) |
Amounts reclassified from AOCL | 650 | 524 | 334 |
Net current period other comprehensive income (loss) | (12,537) | 761 | (5,785) |
Ending balance | (24,761) | (12,224) | (12,985) |
Foreign Currency Translation Adjustments | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (11,278) | (7,771) | (12,164) |
Other comprehensive income (loss) before reclassifications | 4,145 | (3,507) | 4,393 |
Net current period other comprehensive income (loss) | 4,145 | (3,507) | 4,393 |
Ending balance | (7,133) | (11,278) | (7,771) |
Accumulated Other Comprehensive Loss | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (23,502) | (20,756) | (19,364) |
Other comprehensive income (loss) before reclassifications | (9,042) | (3,270) | (1,726) |
Amounts reclassified from AOCL | 650 | 524 | 334 |
Net current period other comprehensive income (loss) | (8,392) | (2,746) | (1,392) |
Ending balance | $ (31,894) | $ (23,502) | $ (20,756) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Components of income before income tax expense | |||
U.S. | $ 101,110 | $ 217,044 | $ 136,015 |
Foreign | 4,582 | 5,233 | 12,047 |
Income before income tax expense (benefit) | 105,692 | 222,277 | 148,062 |
Current: | |||
Federal | 1,650 | 41,583 | 3,977 |
State | 3,872 | 7,775 | 2,584 |
Foreign | 3,366 | 1,978 | 4,563 |
Subtotal | 8,888 | 51,336 | 11,124 |
Deferred: | |||
Federal | 19,541 | 3,508 | (88,716) |
State | 3,005 | (3,190) | 10,401 |
Foreign | (2,131) | (1,812) | (2,210) |
Subtotal | 20,415 | (1,494) | (80,525) |
Income tax expense (benefit) | $ 29,303 | $ 49,842 | $ (69,401) |
Income Taxes - Tax Reconciliati
Income Taxes - Tax Reconciliation (Details) | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Income Taxes | |||||
Expected tax expense (as a percent) | 21.00% | 35.00% | 21.00% | 21.00% | 35.00% |
Increase (decrease): | |||||
State income taxes, net of federal income tax benefit (as a percent) | 5.20% | 2.90% | 4.40% | ||
Impact on deferred taxes from changes in state tax rates (as a percent) | 0.60% | (1.60%) | 3.90% | ||
Foreign income taxes (as a percent) | 1.40% | 0.80% | 2.30% | ||
Impact on deferred taxes from U.S. Tax Act (as a percent) | 0.30% | (90.00%) | |||
Permanent differences (as a percent) | 0.30% | 0.10% | (0.40%) | ||
Foreign tax credit (as a percent) | (0.30%) | (0.10%) | (1.60%) | ||
Other (as a percent) | (0.50%) | (1.00%) | (0.50%) | ||
Total (as a percent) | 27.70% | 22.40% | (46.90%) |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 30, 2017 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Income Taxes | ||||
Income tax benefit from reduction in net U.S. deferred income tax liability | $ 133,300 | |||
Tax expense/(benefit) resulting from changes in state apportionments or state tax laws | 5,800 | $ (800) | $ (3,500) | $ 5,800 |
Deferred tax assets: | ||||
Accounts receivable, principally due to allowance | 25 | 24 | ||
Inventories, principally due to additional costs capitalized for tax purposes | 2,611 | 2,090 | ||
Operating lease right-of-use assets | 10,277 | |||
Accruals and other liabilities | 12,809 | 8,512 | ||
Net operating loss and tax credit carry forwards | 4,927 | 4,663 | ||
Interest expense deductions limitation | 7,427 | |||
Subtotal | 38,076 | 15,289 | ||
Valuation allowance | 0 | (1,702) | (961) | 0 |
Total | 36,374 | 14,328 | ||
Deferred tax liabilities: | ||||
Unrealized gains | (104) | |||
Plant and equipment | (24,054) | (18,592) | ||
Goodwill and other intangible assets | (239,627) | (217,811) | ||
Prepaid expenses and other | (9,939) | (8,887) | ||
Operating lease liabilities | (9,618) | |||
Total | (283,342) | (245,290) | ||
Net deferred tax liabilities | (246,968) | (230,962) | ||
Valuation allowance | 0 | 1,702 | 961 | 0 |
Reserve for uncertain tax position | $ 600 | 700 | $ 600 | |
Increase in uncertain tax position taken during current period | $ 100 | |||
Intangibles for tax purposes | $ 988,500 |
Income Taxes, U.S. Tax Act (Det
Income Taxes, U.S. Tax Act (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 30, 2017 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Income Taxes | ||||||
U.S. federal corporate income tax rate (as a percent) | 21.00% | 35.00% | 21.00% | 21.00% | 35.00% | |
Consolidated effective tax rate | 27.70% | 22.40% | (46.90%) | |||
Income tax benefit from reduction in net U.S. deferred income tax liability | $ 133,300 | |||||
Blended state rate | 5,800 | $ (800) | $ (3,500) | $ 5,800 | ||
Repatriation expense | $ 900 | |||||
Increase in taxable income as a result of limitation | 30,200 | |||||
Deferred tax asset as a result of interest expense deductions limitation | $ 7,427 |
Capital Stock (Details)
Capital Stock (Details) | Dec. 28, 2019item |
Capital Stock | |
Number of votes to which holders of common shares are entitled for each share held | 1 |
Capital Stock - Stock Repurchas
Capital Stock - Stock Repurchases Program (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Sep. 28, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Jun. 30, 2018 | Dec. 28, 2019 | Mar. 12, 2019 | Mar. 13, 2018 | |
Stock repurchase program | |||||||
Value of stock authorized for repurchase | $ 50 | ||||||
Stock repurchased and retired (in shares) | 1,330,865 | 407,022 | 295,377 | 694,749 | 1,397,148 | ||
Average price per share (in dollars per share) | $ 18.55 | $ 24.55 | $ 28.39 | $ 26.65 | $ 26.41 | ||
Stock repurchased and retired (in dollars) | $ 24.7 | $ 10 | $ 8.4 | $ 18.5 | $ 36.9 | ||
Available for future repurchases (in dollars) | $ 25.3 | ||||||
Stock repurchased (in shares) | 64,044,649 | ||||||
Maximum | |||||||
Stock repurchase program | |||||||
Value of stock authorized for repurchase | $ 50 |
Capital Stock - Stock Offerings
Capital Stock - Stock Offerings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Capital Stock | ||
Proceeds from issuance of common stock, net | $ 60 | $ 112 |
Pension Benefits (Details)
Pension Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Pension Benefits | |||
Percentage of employees covered by defined benefit pension plans | 39.70% | ||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | $ 138,152 | $ 143,972 | |
Actuarial (gain) loss | 28,038 | (15,126) | |
Service cost | 7,140 | 7,710 | $ 6,334 |
Interest cost | 5,734 | 5,064 | 4,998 |
Benefits paid | (3,700) | (3,468) | |
Projected benefit obligation at end of year | 175,364 | 138,152 | 143,972 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 119,706 | 124,252 | |
Actual gain on plan assets | 18,284 | (6,678) | |
Employer contributions | 5,000 | 5,600 | |
Benefits paid | (3,701) | (3,468) | |
Fair value of plan assets at end of year | 139,289 | 119,706 | $ 124,252 |
Net amount recognized: | |||
Other assets | 534 | 805 | |
Other long-term liabilities | (36,609) | (19,251) | |
Funded status at the end of the year | (36,075) | (18,446) | |
Amount recognized in accumulated other comprehensive loss consists of: | |||
Actuarial loss | (36,430) | (19,786) | |
Deferred taxes | 11,669 | 7,562 | |
Accumulated other comprehensive loss | (24,761) | (12,224) | |
Accumulated benefit obligations | 161,400 | 129,400 | |
Accumulated benefit obligation in excess of plan assets | 155,794 | 54,601 | |
Fair value of plan assets | $ 133,191 | $ 40,935 |
Pension Benefits - Net Periodic
Pension Benefits - Net Periodic Pension Cost, AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost | |||
Actuarial loss | $ 1,586 | ||
Total | $ 1,586 | ||
Weighted-average assumptions | |||
Rate of compensation increase (as a percent) | 3.00% | 3.00% | |
Expected long-term rate of return (as a percent) | 6.50% | 6.50% | |
Components of net periodic pension cost | |||
Service cost-benefits earned during the period | $ 7,140 | $ 7,710 | $ 6,334 |
Interest cost on projected benefit obligation | 5,734 | 5,064 | 4,998 |
Expected return on plan assets | (7,750) | (8,134) | (7,041) |
Amortization of unrecognized prior service cost | 2 | 35 | |
Amortization of unrecognized loss | 861 | 696 | 517 |
Net periodic pension cost | 5,985 | 5,338 | $ 4,843 |
Employer contributions | $ 5,000 | $ 5,600 | |
Minimum | |||
Weighted-average assumptions | |||
Discount rate (as a percent) | 3.03% | 4.08% | |
Maximum | |||
Weighted-average assumptions | |||
Discount rate (as a percent) | 3.18% | 4.18% |
Pension Benefits - Reclassifica
Pension Benefits - Reclassification (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Pension Benefits | |||
Selling, general and administrative expenses | $ 160,745 | $ 167,389 | $ 183,448 |
Other income | 1,159 | 3,592 | 3,098 |
ASU 2017-07 | Impact of Adoption | |||
Pension Benefits | |||
Selling, general and administrative expenses | 1,200 | 2,400 | 1,491 |
Other income | $ 1,200 | $ 2,400 | $ 1,491 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible List] | Other income | Other income | Other income |
Pension Benefits - Investment A
Pension Benefits - Investment Allocation (Details) | Dec. 28, 2019 | Dec. 29, 2018 |
Pension Benefits | ||
Target Allocation (as a percent) | 100.00% | |
Percentage of Plan Assets at Year End | 100.00% | 100.00% |
Equity securities | ||
Pension Benefits | ||
Target Allocation (as a percent) | 70.00% | |
Percentage of Plan Assets at Year End | 65.00% | 65.00% |
Fixed income securities | ||
Pension Benefits | ||
Target Allocation (as a percent) | 30.00% | |
Percentage of Plan Assets at Year End | 31.00% | 31.00% |
Other | ||
Pension Benefits | ||
Percentage of Plan Assets at Year End | 4.00% | 4.00% |
Pension Benefits - Fair Value C
Pension Benefits - Fair Value Common Stock (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Pension Benefits | |||
Fair value of pension plan assets | $ 139,289 | $ 119,706 | $ 124,252 |
Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 139,289 | 119,706 | |
Cash | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 5,487 | 4,235 | |
U.S. mutual funds | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 57,390 | 43,645 | |
Foreign mutual funds | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 13,048 | 14,678 | |
U.S. common stocks | |||
Pension Benefits | |||
U.S. common stocks invested in B&G Foods, Inc. | 7,200 | 11,500 | |
U.S. common stocks | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 19,284 | 19,031 | |
Foreign common stocks | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 1,442 | 511 | |
U.S. mutual funds | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | $ 42,638 | $ 37,606 |
Pension Benefits - Multi-Employ
Pension Benefits - Multi-Employer Defined Benefit Pension Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Benefit payments | |||||
2020 | $ 4,219 | ||||
2021 | 4,628 | ||||
2022 | 5,152 | ||||
2023 | 5,552 | ||||
2024 | 6,046 | ||||
2025 to 2029 | 39,044 | ||||
Employer contributions | 5,000 | $ 5,600 | |||
Defined contribution plans | |||||
Matching component of contribution by employer to defined contribution plan | 1,900 | 1,700 | $ 1,600 | ||
Defined benefit pension plans | |||||
Number of shares of company's common stock (in shares) | 227,667 | ||||
Share price (in dollars per share) | $ 28.27 | ||||
Value of company's common stock | $ 6,400 | ||||
Multi-Employer Defined Benefit Pension Plan | |||||
Contribution to the multi-employer plan | 900 | 800 | 900 | ||
Expected contributions to be paid | $ 900 | ||||
Maximum contribution to multi-employer plan (as a percent) | 5.00% | ||||
Maximum | |||||
Multi-Employer Defined Benefit Pension Plan | |||||
Surcharges paid | $ 300 | $ 100 | $ 100 | ||
Surcharges expected to be paid | $ 300 | ||||
Forecast | |||||
Benefit payments | |||||
Employer contributions | $ 4,000 | ||||
Defined benefit pension plans | |||||
Multi-Employer Defined Benefit Pension Plan | |||||
Plan expected to increase (as a percent) | 5.00% |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 28, 2019 | |
Lessee, Lease, Description [Line Items] | |
option to terminate | true |
operating lease existence of option To terminate | true |
Lessee, Operating Lease, Terminate Term | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
remaining lease term | 7 years |
operating lease renewal term | 5 years |
Leases - Operating Leases on Ba
Leases - Operating Leases on Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | May 15, 2019 | Jan. 01, 2019 |
Operating lease right-of-use assets | $ 38,698 | $ 39,600 | |
Operating lease liabilities, current portion | 9,813 | ||
Long-term operating lease liabilities, net of current portion | 31,997 | ||
Total operating lease liabilities | $ 41,810 | $ 42,600 | |
Clabber Girl Corporation | |||
Operating lease right-of-use assets | $ 7,900 | ||
Total operating lease liabilities | $ 8,300 |
Leases - Supplemental informati
Leases - Supplemental information related to leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Leases | |||
Operating cash flows from operating leases | $ 11,670 | ||
Cost of goods sold | 3,508 | ||
Selling, general and administrative expenses | 7,888 | ||
Total lease costs | 11,396 | ||
Rent expense | $ 13,400 | ||
Rent Expense before ASU 2016-02 | $ 13,100 | $ 12,400 |
Leases - Lease term and discoun
Leases - Lease term and discount rate for our ROU (Details) | Dec. 28, 2019 |
Leases | |
Weighted average remaining lease term (years) | 5 years 4 months 24 days |
Weighted average discount rate | 4.07% |
Leases - Maturity of lease liab
Leases - Maturity of lease liabilities (Topic 842) (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Jan. 01, 2019 |
Leases | ||
2020 | $ 11,295 | |
2021 | 10,455 | |
2022 | 5,771 | |
2023 | 5,652 | |
2024 | 5,026 | |
Thereafter | 8,513 | |
Total undiscounted future minimum lease payments | 46,712 | |
Less: Imputed interest | (4,902) | |
Total present value of future operating lease payments | $ 41,810 | $ 42,600 |
Leases - Maturity of lease li_2
Leases - Maturity of lease liabilities (Topic 840) (Details) $ in Thousands | Dec. 29, 2018USD ($) |
Leases | |
2019 | $ 12,298 |
2020 | 10,953 |
2021 | 8,991 |
2022 | 4,733 |
2023 | 4,784 |
Thereafter | 8,445 |
Total undiscounted future minimum lease payments | $ 50,204 |
Commitments and Contingencies -
Commitments and Contingencies - Collective Bargaining (Details) | 12 Months Ended |
Dec. 28, 2019employeeagreement | |
Information related to Collective Bargaining Agreements | |
Number of employee | 2,899 |
Covered under collective bargaining agreements | |
Information related to Collective Bargaining Agreements | |
Number of employee | 1,813 |
Percentage of total employees covered under collective bargaining agreements | 62.50% |
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Brooklyn Facility [Member] | |
Information related to Collective Bargaining Agreements | |
Number of employee | 55 |
Collective bargaining agreements expiration period | 4 years |
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Roseland Facility [Member] | |
Information related to Collective Bargaining Agreements | |
Number of employee | 50 |
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Ankey Facility Member | |
Information related to Collective Bargaining Agreements | |
Number of employee | agreement | 275 |
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Terre Haute Facility Member | |
Information related to Collective Bargaining Agreements | |
Number of employee | 100 |
Collective bargaining agreements expiring with next 12 months | |
Information related to Collective Bargaining Agreements | |
Number of collective bargaining agreements expiring within one year | agreement | 3 |
Collective bargaining agreements expiration period | 12 months |
Incentive Plans (Details)
Incentive Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Annual bonus accrual | $ 5.2 | $ 0 |
2008 Omnibus Incentive Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total number of shares of common stock authorized for awards | 4,500,000 | |
Shares of common stock available for future awards | 2,130,680 | |
Performance shares | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Performance period | 3 years | |
Performance shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage of target number of shares that may be earned | 50.00% | |
Performance shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage of target number of shares that may be earned | 200.00% |
Incentive Plans - Performance (
Incentive Plans - Performance (Details) - Performance shares - $ / shares | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Number of Shares | |||
Balance at the beginning of the period (in shares) | 509,317 | ||
Granted (in shares) | 382,574 | ||
Vested (in shares) | (102,893) | (150,255) | (110,528) |
Forfeited (in shares) | (127,693) | ||
Balance at the end of the period (in shares) | 661,305 | 509,317 | |
Weighted Average Grant Date Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $ 27.30 | ||
Granted (in dollars per share) | 18.88 | ||
Vested (in dollars per share) | 29.04 | ||
Forfeited (in dollars per share) | 26.19 | ||
Balance at the end of the period (in dollars per share) | $ 22.37 | $ 27.30 | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Percentage of target number of shares that may be earned | 200.00% |
Incentive Plans - Stock Options
Incentive Plans - Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Options | |||
Exercised (in shares) | (1,787) | (4,011) | |
Assumptions: | |||
Expected term | 5 years 6 months | ||
Risk-free interest rate (as a percent) | 1.90% | ||
Dividend yield (as a percent) | 8.40% | ||
Stock Option | |||
Options | |||
Outstanding at beginning of fiscal period (in shares) | 1,194,105 | ||
Granted (in shares) | 40,938 | ||
Forfeited (in shares) | (120,114) | ||
Cancelled (in shares) | (4,717) | ||
Outstanding at end of quarter (in shares) | 1,110,212 | 1,194,105 | |
Exercisable at end of quarter (in shares) | 815,442 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of fiscal period (in dollar per share) | $ 31.40 | ||
Granted (in dollars per share) | 22.68 | ||
Forfeited (in dollars per share) | 30.27 | ||
Cancelled (in dollars per share) | 30.49 | ||
Outstanding at end of quarter (in dollar per share) | 31.20 | $ 31.40 | |
Exercisable at end of quarter ( in dollars per share) | $ 31.94 | ||
Weighted Average Contractual Life Remaining (Years) | |||
Weighted Average Contractual Life Remaining (Years) | 6 years 5 months 1 day | ||
Exercisable, Weighted Average Contractual Life Remaining (Years) | 5 years 9 months 18 days | ||
Assumptions: | |||
Weighted average grant date fair value (in dollars per share) | $ 2.44 | $ 3.74 | |
Expected volatility (as a percent) | 31.30% | ||
Stock Option | Minimum | |||
Assumptions: | |||
Expected volatility (as a percent) | 30.60% | ||
Expected term | 5 years 6 months | ||
Risk-free interest rate (as a percent) | 2.60% | ||
Dividend yield (as a percent) | 6.70% | ||
Stock Option | Maximum | |||
Assumptions: | |||
Expected volatility (as a percent) | 31.70% | ||
Expected term | 6 years 6 months | ||
Risk-free interest rate (as a percent) | 2.80% | ||
Dividend yield (as a percent) | 8.10% |
Incentive Plans - Other Vested
Incentive Plans - Other Vested (Details) - shares | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Share based compensation expense related to long-term incentive plans | |||
Stock options exercised (in shares) | 1,787 | 4,011 | |
Total shares of common stock issued | 143,835 | 129,783 | 92,730 |
Board Members | |||
Share based compensation expense related to long-term incentive plans | |||
Total shares of common stock issued | 45,848 | 35,039 | 20,559 |
Performance shares | |||
Share based compensation expense related to long-term incentive plans | |||
Number of performance shares vested | 102,893 | 150,255 | 110,528 |
Shares withheld to fund statutory minimum tax withholding | (36,965) | (57,298) | (42,368) |
Total shares of common stock issued | 65,928 | 92,957 | 68,160 |
Restricted Stock | Employee | |||
Share based compensation expense related to long-term incentive plans | |||
Total shares of common stock issued | 32,059 |
Incentive Plans - Share-based p
Incentive Plans - Share-based payments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 29, 2019USD ($) | Dec. 28, 2019USD ($)employeeshares | Dec. 29, 2018USD ($) | Dec. 30, 2017USD ($) | |
Compensation expense | ||||
Total compensation expense for share-based payments | $ 2,594 | $ 3,025 | $ 4,615 | |
Number of employee | employee | 2,899 | |||
Board Members | ||||
Compensation expense | ||||
Number of vested options held | shares | 48,727 | |||
Performance shares | ||||
Compensation expense | ||||
Unrecognized compensation expense | 0 | |||
Stock Option | ||||
Compensation expense | ||||
Unrecognized compensation expense | $ 500 | |||
Vested Options With Extended Time Period | shares | 578,149 | |||
Unvested Options With Extended Time Period | shares | 31,384 | |||
Additional pre-tax share based compensation expense | $ 700 | |||
Cost of Goods Sold | ||||
Compensation expense | ||||
Total compensation expense for share-based payments | $ 307 | 1,236 | 1,203 | |
Selling, General and Administrative Expenses | ||||
Compensation expense | ||||
Total compensation expense for share-based payments | $ 2,287 | $ 1,789 | $ 3,412 |
Net Sales by Brand (Details)
Net Sales by Brand (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Brand | |||||||||||
Net sales | $ 470,172 | $ 406,311 | $ 371,197 | $ 412,734 | $ 458,055 | $ 422,602 | $ 388,378 | $ 431,729 | $ 1,660,414 | $ 1,700,764 | $ 1,646,387 |
Green Giant - frozen | |||||||||||
Brand | |||||||||||
Net sales | 363,240 | 372,696 | 330,004 | ||||||||
Spices and Seasonings | |||||||||||
Brand | |||||||||||
Net sales | 249,374 | 255,965 | 259,196 | ||||||||
Ortega | |||||||||||
Brand | |||||||||||
Net sales | 140,444 | 141,265 | 137,276 | ||||||||
Green Giant - shelf stable | |||||||||||
Brand | |||||||||||
Net sales | 124,706 | 107,476 | 120,541 | ||||||||
Maple Grove Farms of Vermont | |||||||||||
Brand | |||||||||||
Net sales | 70,557 | 68,048 | 67,987 | ||||||||
Back To Nature | |||||||||||
Brand | |||||||||||
Net sales | 60,947 | 69,704 | 20,283 | ||||||||
Cream of Wheat | |||||||||||
Brand | |||||||||||
Net sales | 59,893 | 62,520 | 60,833 | ||||||||
Mrs. Dash | |||||||||||
Brand | |||||||||||
Net sales | 58,781 | 58,676 | 59,816 | ||||||||
Clabber Girl | |||||||||||
Brand | |||||||||||
Net sales | 53,638 | ||||||||||
Pirate Brands | |||||||||||
Brand | |||||||||||
Net sales | 74,853 | 87,705 | |||||||||
All other brands | |||||||||||
Brand | |||||||||||
Net sales | $ 478,834 | $ 489,561 | $ 502,746 | ||||||||
Minimum | |||||||||||
Brand | |||||||||||
Specific brand sale to total sale (as a percent) | 3.00% |
Workforce Reduction and Retir_2
Workforce Reduction and Retirement Expenses (Details) $ in Millions | 12 Months Ended | ||
Dec. 28, 2019USD ($)item | Dec. 29, 2018USD ($) | Dec. 30, 2017USD ($) | |
Workforce Reduction and Retirement Expenses | |||
Severance and related charges | $ 2.4 | ||
Severance Costs | 1.5 | ||
Severance additional charges | $ 0.9 | ||
Number of employees retirement agreements | item | 2 | ||
Restructuring expenses | $ 0 | $ 0 |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Quarterly Financial Data (unaudited) | |||||||||||
Net sales | $ 470,172 | $ 406,311 | $ 371,197 | $ 412,734 | $ 458,055 | $ 422,602 | $ 388,378 | $ 431,729 | $ 1,660,414 | $ 1,700,764 | $ 1,646,387 |
Gross profit | 94,397 | 108,781 | 91,867 | 88,079 | 49,932 | 115,039 | 81,173 | 103,356 | 383,124 | 349,500 | 440,578 |
Net income | $ 10,259 | $ 31,088 | $ 18,251 | $ 16,791 | $ 111,924 | $ 31,988 | $ 7,976 | $ 20,547 | $ 76,389 | $ 172,435 | $ 217,463 |
Basic earnings per share (in dollars per share) | $ 0.16 | $ 0.48 | $ 0.28 | $ 0.26 | $ 1.70 | $ 0.49 | $ 0.12 | $ 0.31 | $ 1.17 | $ 2.61 | $ 3.27 |
Diluted earnings per share (in dollars per share) | 0.16 | 0.48 | 0.28 | 0.26 | 1.70 | 0.48 | 0.12 | 0.31 | 1.17 | 2.60 | 3.26 |
Cash dividends declared per share (in dollars per share) | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.465 | $ 1.90 | $ 1.89 | $ 1.86 |
Guarantor and Non-Guarantor F_3
Guarantor and Non-Guarantor Financial Information (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Oct. 10, 2019 | Sep. 26, 2019 | Jan. 01, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | Nov. 20, 2017 | Apr. 03, 2017 | Dec. 31, 2016 | Jun. 04, 2013 |
Current assets: | ||||||||||
Cash and cash equivalents | $ 11,315 | $ 11,648 | ||||||||
Trade accounts receivable, less allowance for doubtful accounts and discounts of $1,794 and $1,851 as of December 28, 2019 and December 29, 2018, respectively | 143,908 | 151,707 | ||||||||
Inventories, net | 472,187 | 401,355 | ||||||||
Prepaid expenses and other current assets | 25,449 | 19,988 | ||||||||
Income tax receivable | 8,934 | 1,398 | ||||||||
Total current assets | 661,793 | 586,096 | ||||||||
Property, plant and equipment, net | 304,934 | 282,553 | ||||||||
Operating lease right-of-use assets | 38,698 | $ 39,600 | ||||||||
Goodwill | 596,391 | 584,435 | ||||||||
Other intangibles, net | 1,615,126 | 1,595,569 | ||||||||
Other assets | 3,277 | 4,202 | ||||||||
Deferred income taxes | 7,371 | 4,940 | ||||||||
Total assets | 3,227,590 | 3,057,795 | ||||||||
Current liabilities: | ||||||||||
Trade accounts payable | 114,936 | 140,000 | ||||||||
Accrued expenses | 55,659 | 55,660 | ||||||||
Operating lease liabilities, current portion | 9,813 | |||||||||
Current portion of long-term debt | 5,625 | |||||||||
Income tax payable | 454 | 31,624 | ||||||||
Dividends payable | 30,421 | 31,178 | ||||||||
Total current liabilities | 216,908 | 258,462 | ||||||||
Long-term debt | 1,874,158 | 1,638,877 | ||||||||
Deferred income taxes | 254,339 | 235,902 | ||||||||
Long-term operating lease liabilities, net of current portion | 31,997 | |||||||||
Other liabilities | 37,646 | 24,505 | ||||||||
Total liabilities | 2,415,048 | 2,157,746 | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Common Stock | 640 | 656 | ||||||||
Additional paid-in capital | 116,339 | |||||||||
Accumulated other comprehensive loss | (31,894) | (23,502) | ||||||||
Retained earnings | 843,796 | 806,556 | ||||||||
Total stockholders' equity | 812,542 | 900,049 | $ 880,819 | $ 785,657 | ||||||
Total liabilities and stockholders' equity | $ 3,227,590 | $ 3,057,795 | ||||||||
4.625% Senior notes due 2021 | ||||||||||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | 4.625% | ||||||
Stockholders' equity: | ||||||||||
Unamortized deferred financing costs | $ 3,687 | |||||||||
5.25% Senior Notes due 2025 | ||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | ||||||
Stockholders' equity: | ||||||||||
Unamortized deferred financing costs | $ 9,077 | $ 10,807 | ||||||||
5.25% Senior Notes due 2027 | ||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | ||||||
Stockholders' equity: | ||||||||||
Unamortized deferred financing costs | $ 7,750 | |||||||||
Revolving credit loans | ||||||||||
Stockholders' equity: | ||||||||||
Unamortized deferred financing costs | 2,200 | $ 3,000 | ||||||||
Reportable Legal Entities | Parent | ||||||||||
Current assets: | ||||||||||
Investments in subsidiaries | 2,743,615 | 2,584,598 | ||||||||
Total assets | 2,743,615 | 2,584,598 | ||||||||
Current liabilities: | ||||||||||
Current portion of long-term debt | 5,625 | |||||||||
Dividends payable | 30,421 | 31,178 | ||||||||
Total current liabilities | 36,046 | 31,178 | ||||||||
Long-term debt | 1,895,027 | 1,653,371 | ||||||||
Total liabilities | 1,931,073 | 1,684,549 | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Common Stock | 640 | 656 | ||||||||
Additional paid-in capital | 116,339 | |||||||||
Accumulated other comprehensive loss | (31,894) | (23,502) | ||||||||
Retained earnings | 843,796 | 806,556 | ||||||||
Total stockholders' equity | 812,542 | 900,049 | ||||||||
Total liabilities and stockholders' equity | 2,743,615 | 2,584,598 | ||||||||
Reportable Legal Entities | Guarantor Subsidiaries | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 6,955 | 9,871 | ||||||||
Trade accounts receivable, less allowance for doubtful accounts and discounts of $1,794 and $1,851 as of December 28, 2019 and December 29, 2018, respectively | 130,289 | 140,464 | ||||||||
Inventories, net | 399,935 | 332,774 | ||||||||
Prepaid expenses and other current assets | 18,393 | 15,995 | ||||||||
Income tax receivable | 8,311 | |||||||||
Total current assets | 563,883 | 499,104 | ||||||||
Property, plant and equipment, net | 260,256 | 238,128 | ||||||||
Operating lease right-of-use assets | 38,632 | |||||||||
Goodwill | 596,391 | 584,435 | ||||||||
Other intangibles, net | 1,615,126 | 1,595,569 | ||||||||
Other assets | 3,263 | 4,189 | ||||||||
Investments in subsidiaries | 100,561 | 93,069 | ||||||||
Total assets | 3,178,112 | 3,014,494 | ||||||||
Current liabilities: | ||||||||||
Trade accounts payable | 100,488 | 115,946 | ||||||||
Accrued expenses | 51,951 | 53,386 | ||||||||
Operating lease liabilities, current portion | 9,768 | |||||||||
Income tax payable | 125 | 31,247 | ||||||||
Intercompany payables | (30,917) | (16,581) | ||||||||
Total current liabilities | 131,415 | 183,998 | ||||||||
Long-term debt | (20,869) | (14,494) | ||||||||
Deferred income taxes | 254,339 | 235,902 | ||||||||
Long-term operating lease liabilities, net of current portion | 31,966 | |||||||||
Other liabilities | 37,646 | 24,490 | ||||||||
Total liabilities | 434,497 | 429,896 | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Additional paid-in capital | 1,894,788 | 1,803,769 | ||||||||
Accumulated other comprehensive loss | (31,894) | (23,502) | ||||||||
Retained earnings | 880,721 | 804,331 | ||||||||
Total stockholders' equity | 2,743,615 | 2,584,598 | ||||||||
Total liabilities and stockholders' equity | 3,178,112 | 3,014,494 | ||||||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 4,360 | 1,777 | ||||||||
Trade accounts receivable, less allowance for doubtful accounts and discounts of $1,794 and $1,851 as of December 28, 2019 and December 29, 2018, respectively | 13,619 | 11,243 | ||||||||
Inventories, net | 72,252 | 68,581 | ||||||||
Prepaid expenses and other current assets | 7,056 | 3,993 | ||||||||
Income tax receivable | 623 | 1,398 | ||||||||
Intercompany receivables | (12,609) | |||||||||
Total current assets | 85,301 | 86,992 | ||||||||
Property, plant and equipment, net | 44,678 | 44,425 | ||||||||
Operating lease right-of-use assets | 66 | |||||||||
Other assets | 14 | 13 | ||||||||
Deferred income taxes | 7,371 | 4,940 | ||||||||
Total assets | 137,430 | 136,370 | ||||||||
Current liabilities: | ||||||||||
Trade accounts payable | 14,448 | 24,054 | ||||||||
Accrued expenses | 3,708 | 2,274 | ||||||||
Operating lease liabilities, current portion | 45 | |||||||||
Income tax payable | 329 | 377 | ||||||||
Intercompany payables | 18,308 | 16,581 | ||||||||
Total current liabilities | 36,838 | 43,286 | ||||||||
Long-term operating lease liabilities, net of current portion | 31 | |||||||||
Other liabilities | 15 | |||||||||
Total liabilities | 36,869 | 43,301 | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Additional paid-in capital | 68,253 | 68,253 | ||||||||
Accumulated other comprehensive loss | (7,133) | (11,279) | ||||||||
Retained earnings | 39,441 | 36,095 | ||||||||
Total stockholders' equity | 100,561 | 93,069 | ||||||||
Total liabilities and stockholders' equity | 137,430 | 136,370 | ||||||||
Eliminations | ||||||||||
Current assets: | ||||||||||
Intercompany receivables | 12,609 | |||||||||
Total current assets | 12,609 | |||||||||
Investments in subsidiaries | (2,844,176) | (2,677,667) | ||||||||
Total assets | (2,831,567) | (2,677,667) | ||||||||
Current liabilities: | ||||||||||
Intercompany payables | 12,609 | |||||||||
Total current liabilities | 12,609 | |||||||||
Total liabilities | 12,609 | |||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Additional paid-in capital | (1,963,041) | (1,872,022) | ||||||||
Accumulated other comprehensive loss | 39,027 | 34,781 | ||||||||
Retained earnings | (920,162) | (840,426) | ||||||||
Total stockholders' equity | (2,844,176) | (2,677,667) | ||||||||
Total liabilities and stockholders' equity | (2,831,567) | $ (2,677,667) | ||||||||
Other Assets [Member] | Revolving credit loans | ||||||||||
Stockholders' equity: | ||||||||||
Unamortized deferred financing costs | $ 3,000 |
Guarantor and Non-Guarantor F_4
Guarantor and Non-Guarantor Financial Information - Operating Income and Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Net sales | $ 470,172 | $ 406,311 | $ 371,197 | $ 412,734 | $ 458,055 | $ 422,602 | $ 388,378 | $ 431,729 | $ 1,660,414 | $ 1,700,764 | $ 1,646,387 |
Cost of goods sold | 1,277,290 | 1,351,264 | 1,205,809 | ||||||||
Gross profit | 94,397 | 108,781 | 91,867 | 88,079 | 49,932 | 115,039 | 81,173 | 103,356 | 383,124 | 349,500 | 440,578 |
Operating expenses: | |||||||||||
Selling, general and administrative expenses | 160,745 | 167,389 | 183,448 | ||||||||
Amortization expense | 18,543 | 18,343 | 17,611 | ||||||||
(Gain) loss on sale of assets | (176,386) | 1,608 | |||||||||
Operating income | 203,836 | 340,154 | 237,911 | ||||||||
Other income and expenses: | |||||||||||
Interest expense, net | 98,126 | 108,334 | 91,784 | ||||||||
Loss on extinguishment of debt | 1,177 | 13,135 | 1,163 | ||||||||
Other [(income) expense] | (1,159) | (3,592) | (3,098) | ||||||||
Income before income tax expense (benefit) | 105,692 | 222,277 | 148,062 | ||||||||
Income tax expense (benefit) | 29,303 | 49,842 | (69,401) | ||||||||
Net income | $ 10,259 | $ 31,088 | $ 18,251 | $ 16,791 | $ 111,924 | $ 31,988 | $ 7,976 | $ 20,547 | 76,389 | 172,435 | 217,463 |
Comprehensive income (loss) | 67,997 | 169,689 | $ 216,071 | ||||||||
Eliminations | |||||||||||
Net sales | (106,900) | (104,479) | |||||||||
Cost of goods sold | (106,900) | (104,479) | |||||||||
Other income and expenses: | |||||||||||
Equity in earnings (loss) of subsidiaries | (79,736) | (177,246) | |||||||||
Net income | (79,736) | (177,246) | |||||||||
Comprehensive income (loss) | (96,418) | (172,978) | |||||||||
Parent | Reportable Legal Entities | |||||||||||
Other income and expenses: | |||||||||||
Equity in earnings (loss) of subsidiaries | 76,389 | 172,435 | |||||||||
Net income | 76,389 | 172,435 | |||||||||
Comprehensive income (loss) | 67,997 | 169,689 | |||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Net sales | 1,563,664 | 1,609,650 | |||||||||
Cost of goods sold | 1,193,002 | 1,272,381 | |||||||||
Gross profit | 370,662 | 337,269 | |||||||||
Operating expenses: | |||||||||||
Selling, general and administrative expenses | 152,865 | 160,392 | |||||||||
Amortization expense | 18,543 | 18,343 | |||||||||
(Gain) loss on sale of assets | (176,386) | ||||||||||
Operating income | 199,254 | 334,920 | |||||||||
Other income and expenses: | |||||||||||
Interest expense, net | 98,126 | 108,334 | |||||||||
Loss on extinguishment of debt | 1,177 | 13,135 | |||||||||
Other [(income) expense] | (1,159) | (3,592) | |||||||||
Income before income tax expense (benefit) | 101,110 | 217,043 | |||||||||
Income tax expense (benefit) | 28,068 | 49,419 | |||||||||
Equity in earnings (loss) of subsidiaries | 3,347 | 4,811 | |||||||||
Net income | 76,389 | 172,435 | |||||||||
Comprehensive income (loss) | 88,926 | 171,674 | |||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Net sales | 203,650 | 195,593 | |||||||||
Cost of goods sold | 191,188 | 183,362 | |||||||||
Gross profit | 12,462 | 12,231 | |||||||||
Operating expenses: | |||||||||||
Selling, general and administrative expenses | 7,880 | 6,997 | |||||||||
Operating income | 4,582 | 5,234 | |||||||||
Other income and expenses: | |||||||||||
Income before income tax expense (benefit) | 4,582 | 5,234 | |||||||||
Income tax expense (benefit) | 1,235 | 423 | |||||||||
Net income | 3,347 | 4,811 | |||||||||
Comprehensive income (loss) | $ 7,492 | $ 1,304 |
Guarantor and Non-Guarantor F_5
Guarantor and Non-Guarantor Financial Information - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities | $ 46,504 | $ 209,456 | $ 37,799 |
Cash flows from investing activities: | |||
Capital expenditures | (42,355) | (41,627) | (59,802) |
Proceeds from sale of assets | 46 | 420,002 | 2,229 |
Payments for acquisition of businesses, net of cash acquired | (82,430) | (30,787) | (162,965) |
Net cash (used in) provided by investing activities | (124,739) | 347,588 | (220,538) |
Cash flows from financing activities: | |||
Repayments of long-term debt | (700,000) | (650,110) | (233,640) |
Proceeds from issuance of long-term debt | 1,000,000 | 914,000 | |
Repayments of borrowings under revolving credit facility | (645,000) | (170,000) | (571,000) |
Borrowings under revolving credit facility | 595,000 | 220,000 | 395,000 |
Proceeds from issuance of common stock, net | 60 | 112 | |
Dividends paid | (123,669) | (124,524) | (123,631) |
Payments for repurchase of common stock, net | (34,713) | (26,920) | |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | (1,833) | (1,962) |
Payments for debt financing costs | (13,000) | (19,543) | |
Net cash provided by (used in) financing activities | 77,713 | (753,327) | 359,336 |
Effect of exchange rate fluctuations on cash and cash equivalents | 189 | 1,425 | 1,076 |
Net (decrease) increase in cash and cash equivalents | (333) | (194,858) | 177,673 |
Cash and cash equivalents at beginning of year | 11,648 | 206,506 | 28,833 |
Cash and cash equivalents at end of year | 11,315 | 11,648 | 206,506 |
Parent | Reportable Legal Entities | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | (700,000) | (650,110) | |
Proceeds from issuance of long-term debt | 1,000,000 | ||
Repayments of borrowings under revolving credit facility | (645,000) | (170,000) | |
Borrowings under revolving credit facility | 595,000 | 220,000 | |
Proceeds from issuance of common stock, net | 60 | ||
Dividends paid | (123,669) | (124,524) | |
Payments for repurchase of common stock, net | (34,713) | (26,920) | |
Intercompany transactions | (91,618) | 751,494 | |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities | 54,269 | 197,094 | |
Cash flows from investing activities: | |||
Capital expenditures | (38,134) | (34,503) | |
Proceeds from sale of assets | 420,002 | ||
Payments for acquisition of businesses, net of cash acquired | (82,430) | (30,787) | |
Net cash (used in) provided by investing activities | (120,564) | 354,712 | |
Cash flows from financing activities: | |||
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | (1,833) | |
Payments for debt financing costs | (13,000) | ||
Intercompany transactions | 77,284 | (744,918) | |
Net cash provided by (used in) financing activities | 63,379 | (746,751) | |
Net (decrease) increase in cash and cash equivalents | (2,916) | (194,945) | |
Cash and cash equivalents at beginning of year | 9,871 | 204,816 | |
Cash and cash equivalents at end of year | 6,955 | 9,871 | 204,816 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities | (7,765) | 12,362 | |
Cash flows from investing activities: | |||
Capital expenditures | (4,221) | (7,124) | |
Proceeds from sale of assets | 46 | ||
Net cash (used in) provided by investing activities | (4,175) | (7,124) | |
Cash flows from financing activities: | |||
Intercompany transactions | 14,334 | (6,576) | |
Net cash provided by (used in) financing activities | 14,334 | (6,576) | |
Effect of exchange rate fluctuations on cash and cash equivalents | 189 | 1,425 | |
Net (decrease) increase in cash and cash equivalents | 2,583 | 87 | |
Cash and cash equivalents at beginning of year | 1,777 | 1,690 | |
Cash and cash equivalents at end of year | $ 4,360 | $ 1,777 | $ 1,690 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Subsequent events | ||||
Loss on extinguishment of debt | $ 1,177 | $ 13,135 | $ 1,163 | |
4.625% Senior notes due 2021 | ||||
Subsequent events | ||||
Loss on extinguishment of debt | $ 1,200 |
Schedule II Schedule of Valua_2
Schedule II Schedule of Valuation and Qualifying Accounts (Details) - Allowance for doubtful accounts and discounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Changes in Valuation and Qualifying Accounts | |||
Balance at beginning of period | $ 1,851 | $ 1,824 | $ 1,719 |
Charged to costs and expenses | 219 | 65 | 378 |
Deductions | 276 | 38 | 273 |
Balance at end of period | $ 1,794 | $ 1,851 | $ 1,824 |