Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 28, 2020 | May 01, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 28, 2020 | |
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 $0.01 per share | |
Trading Symbol | BGS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,117,429 | |
Entity Central Index Key | 0001278027 | |
Current Fiscal Year End Date | --01-02 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 127,068 | $ 11,315 |
Trade accounts receivable, net | 200,563 | 143,908 |
Inventories | 399,189 | 472,187 |
Prepaid expenses and other current assets | 25,815 | 25,449 |
Income tax receivable | 19,087 | 8,934 |
Total current assets | 771,722 | 661,793 |
Property, plant and equipment, net of accumulated depreciation of $277,493 and $270,454 as of March 28, 2020 and December 28, 2019, respectively | 289,640 | 304,934 |
Operating lease right-of-use assets, net | 38,313 | 38,698 |
Goodwill | 599,557 | 596,391 |
Other intangible assets, net | 1,610,404 | 1,615,126 |
Other assets | 3,191 | 3,277 |
Deferred income taxes | 5,957 | 7,371 |
Total assets | 3,318,784 | 3,227,590 |
Current liabilities: | ||
Trade accounts payable | 102,629 | 114,936 |
Accrued expenses | 59,179 | 55,659 |
Current portion of operating lease liabilities | 10,806 | 9,813 |
Current portion of long-term debt | 4,500 | 5,625 |
Income tax payable | 1,728 | 454 |
Dividends payable | 30,457 | 30,421 |
Total current liabilities | 209,299 | 216,908 |
Long-term debt | 1,974,861 | 1,874,158 |
Deferred income taxes | 268,854 | 254,339 |
Long-term operating lease liabilities, net of current portion | 30,513 | 31,997 |
Other liabilities | 38,970 | 37,646 |
Total liabilities | 2,522,497 | 2,415,048 |
Commitments and contingencies (Note 12) | ||
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; 64,120,497 and 64,044,649 shares issued and outstanding as of March 28, 2020 and December 28, 2019, respectively | 641 | 640 |
Accumulated other comprehensive loss | (45,947) | (31,894) |
Retained earnings | 841,593 | 843,796 |
Total stockholders' equity | 796,287 | 812,542 |
Total liabilities and stockholders' equity | $ 3,318,784 | $ 3,227,590 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Consolidated Balance Sheets | ||
Property, plant and equipment, accumulated depreciation (in dollars) | $ 277,493 | $ 270,454 |
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 | 64,120,497 | 64,044,649 |
Common stock, shares outstanding | 64,120,497 | 64,044,649 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Consolidated Statements of Operations | ||
Net sales | $ 449,370 | $ 412,734 |
Cost of goods sold | 344,454 | 324,655 |
Gross profit | 104,916 | 88,079 |
Operating expenses: | ||
Selling, general and administrative expenses | 39,973 | 38,297 |
Amortization expense | 4,723 | 4,491 |
Operating income | 60,220 | 45,291 |
Other income and expenses: | ||
Interest expense, net | 26,039 | 23,074 |
Other income | (453) | (258) |
Income before income tax expense | 34,634 | 22,475 |
Income tax expense | 6,542 | 5,684 |
Net income | $ 28,092 | $ 16,791 |
Weighted average shares outstanding: | ||
Basic (in shares) | 64,047,149 | 65,586,572 |
Diluted (in shares) | 64,084,224 | 65,617,155 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.44 | $ 0.26 |
Diluted (in dollars per share) | 0.44 | 0.26 |
Cash dividends declared per share (in dollars per share) | $ 0.475 | $ 0.475 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Consolidated Statements of Comprehensive Income | ||
Net income | $ 28,092 | $ 16,791 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | (14,349) | 1,458 |
Amortization of unrecognized prior service cost and pension deferrals, net of tax | 296 | 162 |
Other comprehensive (loss) income | (14,053) | 1,620 |
Comprehensive income | $ 14,039 | $ 18,411 |
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. 29, 2018 | $ 656 | $ 116,339 | $ (23,502) | $ 806,556 | $ 900,049 |
Balance (in shares) at Dec. 29, 2018 | 65,638,701 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 1,458 | 1,458 | |||
Change in pension benefit (net of of income taxes) | 162 | 162 | |||
Net income | 16,791 | 16,791 | |||
Share-based compensation | 580 | 580 | |||
Issuance of common stock for share-based compensation | $ 1 | (906) | (905) | ||
Issuance of common stock for share-based compensation (in shares) | 65,928 | ||||
Repurchase of common stock | $ (4) | (9,996) | (10,000) | ||
Repurchase of common stock (in shares) | (407,022) | ||||
Dividends declared on common stock | (31,016) | (31,016) | |||
Ending balance at Mar. 30, 2019 | $ 653 | $ 75,001 | (21,882) | 823,347 | 877,119 |
Balance (in shares) at Mar. 30, 2019 | 65,297,607 | ||||
Beginning 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 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (14,349) | $ (14,349) | |||
Change in pension benefit (net of of income taxes) | 296 | 296 | |||
Net income | 28,092 | 28,092 | |||
Share-based compensation | 163 | 163 | |||
Issuance of common stock for share-based compensation | $ 1 | (1) | |||
Issuance of common stock for share-based compensation (in shares) | 75,848 | ||||
Dividends declared on common stock | (30,457) | (30,457) | |||
Ending balance at Mar. 28, 2020 | $ 641 | $ (45,947) | $ 841,593 | $ 796,287 | |
Balance (in shares) at Mar. 28, 2020 | 64,120,497 | 64,120,497 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Consolidated Statements of Changes in Stockholders' Equity | ||
Change in pension benefit, income taxes | $ 104 | $ 53 |
Dividends declared on common stock, per share (in dollars per share) | $ 0.475 | $ 0.475 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 28,092 | $ 16,791 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 15,534 | 13,863 |
Amortization of operating lease right-of-use assets | 2,981 | 2,638 |
Amortization of deferred debt financing costs and bond discount/premium | 898 | 873 |
Deferred income taxes | 14,397 | 3,575 |
Write-off of property, plant, and equipment | 2 | 1 |
Share-based compensation expense | 423 | 580 |
Changes in assets and liabilities, net of effects of businesses acquired: | ||
Trade accounts receivable | (57,759) | (10,807) |
Inventories | 66,812 | 27,320 |
Prepaid expenses and other current assets | (1,953) | (1,085) |
Income tax receivable/payable | (8,523) | 1,553 |
Other assets | (131) | 70 |
Trade accounts payable | (8,405) | (14,444) |
Accrued expenses | 3,484 | 11,119 |
Other liabilities | 1,726 | (1,703) |
Net cash provided by operating activities | 57,578 | 50,344 |
Cash flows from investing activities: | ||
Capital expenditures | (6,141) | (8,648) |
Payments for acquisition of businesses, net of cash acquired | (3,419) | |
Net cash used in investing activities | (9,560) | (8,648) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (1,125) | |
Repayments of borrowings under revolving credit facility | (60,000) | (40,000) |
Borrowings under revolving credit facility | 160,000 | 40,000 |
Dividends paid | (30,421) | (31,178) |
Payments for repurchase of common stock, net | (10,000) | |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | |
Net cash provided by (used in) financing activities | 68,454 | (42,083) |
Effect of exchange rate fluctuations on cash and cash equivalents | (719) | 23 |
Net increase (decrease) in cash and cash equivalents | 115,753 | (364) |
Cash and cash equivalents at beginning of period | 11,315 | 11,648 |
Cash and cash equivalents at end of period | 127,068 | 11,284 |
Supplemental disclosures of cash flow information: | ||
Cash interest payments | 19,760 | 2,590 |
Cash income tax payments | 659 | 564 |
Non-cash investing and financing transactions: | ||
Dividends declared and not yet paid | 30,457 | 31,016 |
Accruals related to purchases of property, plant and equipment | 374 | 139 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,132 | $ 155 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 28, 2020 | |
Nature of Operations | |
Nature of Operations | (1) Nature of Operations B&G Foods, Inc. is a holding company whose principal assets are the shares of capital stock of its subsidiaries. Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries. Our financial statements are presented on a consolidated basis. We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Our products include frozen and canned vegetables, 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 Dash, Davis Devonsheer Don Pepino Durkee Emeril’s Farmwise 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 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 28, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Fiscal Year Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53 rd week is added to our fiscal year every five or six years . In a 53 -week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending January 2, 2021 (fiscal 2020) contains 53 weeks and our fiscal year ended December 28, 2019 (fiscal 2019) contains 52 weeks. The first three quarters of fiscal 2020 and all quarters of fiscal 2019 contain 13 weeks, and the fourth quarter of fiscal 2020 contains 14 weeks. Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen week periods ended March 28, 2020 (first quarter of 2020) and March 30, 2019 (first quarter of 2019) have been prepared by our company in accordance with generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of March 28, 2020, and the results of our operations, comprehensive income and cash flows for the first quarter of 2020 and 2019. Our results of operations for the first quarter of 2020 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2019 filed with the SEC on February 26, 2020. Use of Estimates The preparation of financial statements in accordance with 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. Newly Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standards update (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 amendments in this ASU should be applied on a modified retrospective basis to all periods presented. This guidance became effective during the first quarter of 2020. The adoption of the new standard did not have a material impact to our consolidated financial statements and related disclosures. 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. This guidance became effective during the first quarter of 2020. The adoption of this ASU did not have an impact to our consolidated financial statements. Recently Issued Accounting Standards In March 2020, the FASB issued a new ASU which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates such as LIBOR. The update may be applied as of the beginning of the interim period that includes March 12, 2020 through December 31, 2022. We currently expect to adopt the standard during fiscal 2022. We are in the process of evaluating the impact of the adoption of this ASU. We use LIBOR to determine interest under our revolving credit facility and our tranche B term loans due 2026. However, we currently do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. 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 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. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 28, 2020 | |
Acquisitions And Divestitures | |
Acquisitions and Divestitures | (3) Acquisitions Farmwise Acquisition On February 19, 2020, we acquired Farmwise LLC, maker of Farmwise Veggie Fries Farmwise Veggie Tots Farmwise Veggie Rings Farmwise Clabber Girl Acquisition 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 The following table sets forth the preliminary allocation of the Clabber Girl Clabber Girl Preliminary Purchase Price 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) Operating lease liabilities, current portion (952) Long-term operating lease liabilities, net of current portion (7,319) Goodwill 11,956 Total purchase price (paid in cash) $ 84,632 Unaudited Pro Forma Summary of Operations Neither the Farmwise Clabber Girl |
Inventories
Inventories | 3 Months Ended |
Mar. 28, 2020 | |
Inventories | |
Inventories | (4) 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 management’s review of inventories on hand compared to estimated future usage and sales. Inventories consist of the following, as of the dates indicated (in thousands): March 28, 2020 December 28, 2019 Raw materials and packaging $ 61,407 $ 65,673 Work-in-process 72,894 111,866 Finished goods 264,888 294,648 Inventories $ 399,189 $ 472,187 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 28, 2020 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (5) Goodwill and Other Intangible Assets The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands): March 28, 2020 December 28, 2019 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 19,600 $ 4,735 $ 14,865 $ 19,600 $ 4,462 $ 15,138 Customer relationships 354,090 133,851 220,239 354,090 129,402 224,688 Total finite-lived intangible assets $ 373,690 $ 138,586 $ 235,104 $ 373,690 $ 133,864 $ 239,826 Indefinite-Lived Intangible Assets Goodwill $ 599,557 $ 596,391 Trademarks $ 1,375,300 $ 1,375,300 The increase in the carrying amount of goodwill is attributable to the Farmwise Amortization expense associated with finite-lived intangible assets was $4.7 million and $4.5 million for the first quarter of 2020 and 2019, respectively. We expect to recognize an additional $14.2 million of amortization expense associated with our finite-lived intangible assets during the remainder of fiscal 2020, and thereafter $18.9 million of amortization expense in each of fiscal 2021 2022 2023 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 28, 2020 | |
Long-Term Debt | |
Long-Term Debt | (6) Long-Term Debt Long-term debt consists of the following, as of the dates indicated (in thousands): March 28, 2020 December 28, 2019 Revolving credit loans $ 100,000 $ — Tranche B term loans due 2026 448,875 450,000 5.25% senior notes due 2025 900,000 900,000 5.25% senior notes due 2027 550,000 550,000 Unamortized deferred debt financing costs (20,102) (20,869) Unamortized discount/premium 588 652 Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 1,979,361 1,879,783 Current portion of long-term debt (4,500) (5,625) Long-term debt, net of unamortized deferred debt financing costs and discount/premium, and excluding current portion $ 1,974,861 $ 1,874,158 As of March 28, 2020, the aggregate contractual maturities of long-term debt were as follows (in thousands): Aggregate Contractual Maturities Fiscal year: 2020 remaining $ 4,500 2021 4,500 2022 104,500 2023 4,500 2024 4,500 Thereafter 1,876,375 Total $ 1,998,875 Senior Secured Credit Agreement. 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 March 28, 2020, there was $100.0 million drawn on the revolving credit facility under our credit agreement and the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $1.6 million, was $598.4 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. 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 March 28, 2020, 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. 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 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 March 28, 2020, 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 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 March 28, 2020, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes due 2027. Subsidiary Guarantees. Accrued Interest |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 28, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | (7) Fair Value Measurements The authoritative accounting literature relating to fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under 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 March 28, 2020 and December 28, 2019 were as follows (in thousands): March 28, 2020 December 28, 2019 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ 100,000 $ 100,000 (1) $ — $ — Tranche B term loans due 2026 446,766 (2) 402,089 (3) 447,820 (2) 451,179 (3) 5.25% senior notes due 2025 902,697 (4) 884,643 (3) 902,832 (4) 929,917 (3) 5.25% senior notes due 2027 $ 550,000 $ 530,750 (3) $ 550,000 $ 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) The carrying value of the tranche B term loans includes a discount. At March 28, 2020 and December 28, 2019, the face amount of the tranche B term loans was $448.9 million and $450.0 million, respectively. (3) Fair values are estimated based on quoted market prices. (4) The carrying values of the 5.25% senior notes due 2025 include a premium. At March 28, 2020 and December 28, 2019, the face amount of the 5.25% senior notes due 2025 was $900.0 million. There was no Level 3 activity during the first quarter of 2020 or 2019. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 28, 2020 | |
Accumulated Other Comprehensive Loss. | |
Accumulated Other Comprehensive Loss | (8) Accumulated Other Comprehensive Loss The reclassifications from accumulated other comprehensive loss (AOCL) for the first quarter of 2020 and 2019 were as follows (in thousands): Thirteen Weeks Ended Affected Line Item in March 28, March 30, the Statement Where Details about AOCL Components 2020 2019 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized loss $ 400 $ 215 See (1) below Accumulated other comprehensive loss before tax 400 215 Total before tax Tax expense (104) (53) Income tax expense Total reclassification $ 296 $ 162 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits,” for additional information. Changes in AOCL for the first quarter of 2020 were as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at December 28, 2019 $ (24,761) $ (7,133) $ (31,894) Other comprehensive income before reclassifications — (14,349) (14,349) Amounts reclassified from AOCL 296 — 296 Net current period other comprehensive income 296 (14,349) (14,053) Balance at March 28, 2020 $ (24,465) $ (21,482) $ (45,947) |
Stock Repurchase Program
Stock Repurchase Program | 3 Months Ended |
Mar. 28, 2020 | |
Treasury Stock Value [Abstract] | |
Stock Repurchase Program | (9) Stock Repurchase Program On March 11, 2020, our board of directors authorized an extension of our stock repurchase program from March 15, 2020 to March 15, 2021. In extending the repurchase program, our board of directors also reset the repurchase authority to up to $50.0 million. 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. During the first quarter of 2019, we repurchased and retired 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. We did not repurchase any shares of our common stock during the first quarter of 2020. As of March 28, 2020, we had $50.0 million available for future repurchases of common stock under the stock repurchase program. |
Pension Benefits
Pension Benefits | 3 Months Ended |
Mar. 28, 2020 | |
Pension Benefits | |
Pension Benefits | (10) Pension Benefits Company-Sponsored Defined Benefit Pension Plans defined benefit pension plans. Net periodic pension cost for our four company-sponsored defined benefit pension plans for the first quarter of 2020 and 2019 includes the following components (in thousands): Thirteen Weeks Ended March 28, March 30, 2020 2019 Service cost—benefits earned during the period $ 2,467 $ 1,937 Interest cost on projected benefit obligation 1,377 1,442 Expected return on plan assets (2,229) (1,914) Amortization of unrecognized prior service cost — — Amortization of unrecognized loss 400 215 Net periodic pension cost $ 2,015 $ 1,680 During the first quarter of 2020 and 2019, we did not make any contributions to our company-sponsored defined benefit pension plans. 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 unaudited consolidated interim 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 multi-employer defined benefit pension plan of $0.2 million in each of the first quarter of 2020 and 2019. These contributions represented less than five percent of total contributions made to the plan. |
Leases
Leases | 3 Months Ended |
Mar. 28, 2020 | |
Leases | |
Leases | (11) Leases Operating Leases . Operating leases are included in the accompanying unaudited consolidated balance sheets in the following line items: March 28, December 28, 2020 2019 Right-of-use assets: Operating lease right-of-use assets, net $ 38,313 $ 38,698 Operating lease liabilities: Current portion of operating lease liabilities $ 10,806 $ 9,813 Long-term operating lease liabilities, net of current portion 30,513 31,997 Total operating lease liabilities $ 41,319 $ 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 to extend the lease term for up to five years , and some of which include options to terminate the lease within one year . We consider these options in determining the lease term used to establish our right-of use assets and lease liabilities. Supplemental information related to leases: Thirteen Weeks Ended March 28, March 30, 2020 2019 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 3,087 $ 2,702 The components of lease costs were as follows: Cost of goods sold $ 1,004 $ 668 Selling, general and administrative expenses 1,977 1,970 Total lease costs $ 2,981 $ 2,638 Total rent expense for the first quarter of 2020 was $3.5 million, including the operating lease costs of $3.0 million stated above. Total rent expense for the first quarter of 2019 was $3.2 million, including the operating lease costs of $2.6 million stated above. 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. The following table shows the lease term and discount rate for our ROU assets: March 28, March 30, 2020 2019 Weighted average remaining lease term (years) 5.2 5.2 Weighted average discount rate 4.04% 4.05% As of March 28, 2020, the maturities of operating lease liabilities were as follows (in thousands): Maturities of Operating Lease Liabilities Fiscal year: 2020 remaining $ 9,199 2021 11,536 2022 5,890 2023 5,683 2024 5,058 Thereafter 8,516 Total undiscounted future minimum lease payments 45,882 Less: Imputed interest (4,563) Total present value of future operating lease liabilities $ 41,319 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 28, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | (12) Commitments and Contingencies Legal Proceedings. disposition of any currently pending claims or actions will have a material adverse effect on our consolidated financial position, results of operations or liquidity. Environmental. Collective Bargaining Agreements. The collective bargaining agreement covering employees at our Brooklyn, New York facility, which covers approximately 55 employees, expired on December 31, 2019. As previously disclosed, we reached an agreement in principle with the United Food and Commercial Workers Union, Local No. 342 in January 2020 to extend the collective bargaining agreement for an additional four As of March 28, 2020, one of our collective bargaining agreements has expired and two of our other collective bargaining agreements expire in the next twelve months. The collective bargaining agreement covering employees at our Ankeny, Iowa facility, which covers approximately 275 employees, expired on April 5, 2020. Prior to the expiration date, B&G Foods and the International Brotherhood of Teamsters, Local No. 238, agreed to temporarily postpone negotiations for a new collective bargaining agreement as a result of the COVID-19 pandemic and expect to resume neogiations during the second or third quarter of 2020. The collective bargaining agreement covering employees at our Terre Haute, Indiana facility, which covers approximately 95 employees and which had been scheduled to expire on March 27, 2020, was extended by B&G Foods and the Chauffeurs, Teamsters, Warehousemen and Helpers Union, Local No. 135, for an additional year in March 2020 and is now scheduled to expire on March 27, 2021. The collective bargaining agreement covering our Stoughton, Wisconsin facility, which covers approximately 170 employees, is scheduled to expire on March 27, 2021. 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 Ankeny, Terre Haute or Stoughton 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. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 28, 2020 | |
Earnings per Share | |
Earnings per Share | (13) Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued upon the exercise of stock options or in connection with performance shares that may be earned under long-term incentive awards as of the grant date, in the case of the stock options, and as of the beginning of the period, in the case of the performance shares, using the treasury stock method. For the first quarter of 2020 and 2019, there were 1,102,223 and 1,167,297, respectively, shares of common stock issuable upon the exercise of stock options excluded from the calculation of diluted weighted average shares outstanding because the effect would have been anti-dilutive on diluted earnings per share. Thirteen Weeks Ended March 28, March 30, 2020 2019 Weighted average shares outstanding: Basic 64,047,149 65,586,572 Net effect of potentially dilutive share-based compensation awards 37,075 30,583 Diluted 64,084,224 65,617,155 |
Business and Credit Concentrati
Business and Credit Concentrations and Geographic Information | 3 Months Ended |
Mar. 28, 2020 | |
Business and Credit Concentrations and Geographic Information | |
Business and Credit Concentrations and Geographic Information | (14) Business and Credit Concentrations and Geographic Information Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts. We perform ongoing credit evaluations of the financial condition of our customers. Our top ten customers accounted for approximately 59.5% and 59.6% of consolidated net sales for the first quarter of 2020 and 2019, respectively. Other than Walmart, which accounted for approximately 25.6% and 24.8% of our consolidated net sales for the first quarter of 2020 and 2019, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first quarter of 2020 or 2019. Our top ten customers accounted for approximately 62.7% and 62.3% of our consolidated trade accounts receivables as of March 28, 2020 and December 28, 2019, respectively. Walmart accounted for approximately 26.3% and 29.1% of our consolidated trade accounts receivables as of March 28, 2020 and December 28, 2019, respectively. Kroger accounted for approximately 10.3% and 7.8% of our consolidated trade accounts receivables as of March 28, 2020 and December 28, 2019, respectively. Other than Walmart and Kroger, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of March 28, 2020, we do not believe we have any significant concentration of credit risk with respect to our consolidated trade accounts receivables with any single customer whose failure or nonperformance would materially affect our results other than as described above with respect to Walmart. During the first quarter of 2020 and 2019, our sales to customers in foreign countries represented approximately 9.1% and 7.7%, respectively, of net sales. Our foreign sales are primarily to customers in Canada. |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 28, 2020 | |
Share-Based Payments | |
Share-Based Payments | (15) Share-Based Payments The following table details our stock option activity for the first quarter of fiscal 2020 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at December 28, 2019 1,110,212 $ 31.20 6.4 $ — Granted — $ — Exercised — $ — Forfeited (7,989) $ 27.32 Cancelled — $ — Outstanding at March 28, 2020 1,102,223 $ 31.23 6.2 $ — Exercisable at March 28, 2020 884,897 $ 32.47 5.7 $ — No stock options were granted during the first quarter of 2020 or 2019. The following table details the activity in our non-vested performance share long-term incentive awards (LTIAs) for the first quarter of 2020: Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Outstanding at December 28, 2019 661,305 $ 22.37 Granted 459,882 $ 10.83 Vested — $ — Forfeited (133,900) $ 32.85 Outstanding at March 28, 2020 987,287 $ 15.57 (1) Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% of the target number of performance shares). (2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes), reduced by the present value of expected dividends using the risk-free interest-rate, as the award holders are not entitled to dividends or dividend equivalents during the vesting period. The following table details the activity in our restricted stock for the first quarter of 2020: Weighted Average Number of Shares Grant Date Fair Value of Restricted Stock (per share) (1) Outstanding at December 28, 2019 32,059 $ 24.33 Granted 75,848 $ 16.50 Vested — $ — Forfeited — $ — Outstanding at March 28, 2020 107,907 $ 18.83 (1) 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). The following table details the number of shares of common stock issued by our company during the first quarter of 2020 and 2019 upon the vesting of performance share LTIAs, the exercise of stock options, the issuance of restricted stock and other share-based payments: Thirteen Weeks Ended March 28, March 30, 2020 2019 Number of performance shares vested — 102,893 Shares withheld to fund statutory minimum tax withholding — (36,965) Shares of common stock issued for performance share LTIAs — 65,928 Shares of restricted common stock issued to employees 75,848 — Total shares of common stock issued 75,848 65,928 The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, restricted stock, stock options, non-employee director stock grants and other share based payments) during the first quarter of 2020 and 2019 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended March 28, March 30, Consolidated Statements of Operations Location 2020 2019 Compensation expense included in cost of goods sold $ 17 $ 173 Compensation expense included in selling, general and administrative expenses 406 407 Total compensation expense for share-based payments $ 423 $ 580 During the first quarter of 2020, we recognized an additional pre-tax share-based compensation expense of less than $0.1 million, which is reflected in the table above, relating to the extension of the post-retirement exercise period for 83,759 vested options held by an executive officer who retired in March 2020. As previously disclosed, the post-retirement exercise period was extended in accordance with the executive officer’s retirement agreement from 180 days after the retirement date to the earlier of three years after the retirement date and the then current expiration date of the options. As of March 28, 2020, there was $2.1 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2.8 years, $1.6 million of unrecognized compensation expense related to restricted stock, which is expected to be recognized over the next 2.7 years, and $0.4 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 0.9 years. |
Workforce Reduction and Retirem
Workforce Reduction and Retirement Expenses | 3 Months Ended |
Mar. 28, 2020 | |
Workforce Reduction and Retirement Expenses | |
Workforce Reduction and Retirement Expenses | (16) Workforce Reduction and Retirement Expenses Workforce Reduction Expenses Retirement Expenses |
Net Sales by Brand
Net Sales by Brand | 3 Months Ended |
Mar. 28, 2020 | |
Net Sales by Brand | |
Net Sales by Brand | (17) Net Sales by Brand The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended March 28, March 30, 2020 2019 Brand: (1) Green Giant (2) $ 108,376 $ 100,863 Spices & Seasonings (3) 51,795 63,226 Ortega 38,781 37,252 Green Giant (4) 37,930 26,439 Cream of Wheat 18,926 17,410 Clabber Girl (5) 18,679 — Maple Grove Farms of Vermont 18,441 17,897 Dash 14,499 15,208 Back to Nature 13,578 16,662 All other brands 128,365 117,777 Total $ 449,370 $ 412,734 (1) Table includes net sales for each of our brands whose net sales for the first quarter of 2020 or fiscal 2019 represent 3% or more of our total net sales for those periods, 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 of the Farmwise brand. We completed the Farmwise acquisition on February 19, 2020. See Note 3, “Acquisitions.” (3) 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 Dash and our other legacy spices & seasonings brands. (4) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (5) Includes net sales for multiple brands acquired as part of the Clabber Girl acquisition that we completed on May 15, 2019, including, among others, the Clabber Girl , Rumford , Davis , Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes . See Note 3, “Acquisitions. ” |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 3 Months Ended |
Mar. 28, 2020 | |
Guarantor and Non-Guarantor Financial Information | |
Guarantor and Non-Guarantor Financial Information | (18) Guarantor and Non-Guarantor Financial Information As further discussed in Note 6, “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 6, “Long-Term Debt.” The following unaudited condensed consolidating financial information presents the condensed consolidating balance sheet as of March 28, 2020 and December 28, 2019, the related condensed consolidating statement of operations for the thirteen weeks ended March 28, 2020 and March 30, 2019 and the related condensed consolidating statement of cash flows for the thirteen weeks ended March 28, 2020 and March 30, 2019 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 March 28, 2020 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 117,171 $ 9,897 $ — $ 127,068 Trade accounts receivable, net — 179,540 21,023 — 200,563 Inventories, net — 344,207 54,982 — 399,189 Prepaid expenses and other current assets — 19,815 6,000 — 25,815 Income tax receivable — 18,470 617 — 19,087 Intercompany receivables — 26,209 — (26,209) — Total current assets — 705,412 92,519 (26,209) 771,722 Property, plant and equipment, net — 253,910 35,730 — 289,640 Operating lease right-of-use assets, net — 38,260 53 — 38,313 Goodwill — 599,557 — — 599,557 Other intangible assets, net — 1,610,404 — — 1,610,404 Other assets — 3,090 101 — 3,191 Deferred income taxes — — 5,957 — 5,957 Investments in subsidiaries 2,826,207 91,550 — (2,917,757) — Total assets $ 2,826,207 $ 3,302,183 $ 134,360 $ (2,943,966) $ 3,318,784 Liabilities and Stockholders' Equity Current liabilities: Trade accounts payable $ — $ 91,778 $ 10,851 $ — $ 102,629 Accrued expenses — 55,218 3,961 — 59,179 Current portion of operating lease liabilities — 10,763 43 — 10,806 Current portion of long-term debt 4,500 — — — 4,500 Income tax payable — — 1,728 — 1,728 Dividends payable 30,457 — — — 30,457 Intercompany payables — — 26,209 (26,209) — Total current liabilities 34,957 157,759 42,792 (26,209) 209,299 Long-term debt 1,994,963 (20,102) — — 1,974,861 Deferred income taxes — 268,854 — — 268,854 Long-term operating lease liabilities, net of current portion — 30,495 18 — 30,513 Other liabilities — 38,970 — — 38,970 Total liabilities 2,029,920 475,976 42,810 (26,209) 2,522,497 Stockholders' equity: Preferred stock — — — — — Common stock 641 — — — 641 Additional paid-in capital — 1,963,342 68,253 (2,031,595) — Accumulated other comprehensive loss (45,947) (45,948) (21,484) 67,432 (45,947) Retained earnings 841,593 908,813 44,781 (953,594) 841,593 Total stockholders’ equity 796,287 2,826,207 91,550 (2,917,757) 796,287 Total liabilities and stockholders’ equity $ 2,826,207 $ 3,302,183 $ 134,360 $ (2,943,966) $ 3,318,784 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, net — 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, net — 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 Statement of Operations and Comprehensive Income Thirteen Weeks Ended March 28, 2020 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 495,892 $ 59,499 $ (106,021) $ 449,370 Cost of goods sold — 400,732 49,743 (106,021) 344,454 Gross profit — 95,160 9,756 — 104,916 Operating expenses: Selling, general and administrative expenses — 37,940 2,033 — 39,973 Amortization expense — 4,723 — — 4,723 Operating income — 52,497 7,723 — 60,220 Other income and expenses: Interest expense, net — 26,039 — — 26,039 Other income — (453) — — (453) Income before income tax expense — 26,911 7,723 — 34,634 Income tax expense — 4,159 2,383 — 6,542 Equity in earnings of subsidiaries 28,092 5,340 — (33,432) — Net income $ 28,092 $ 28,092 $ 5,340 $ (33,432) $ 28,092 Comprehensive income (loss) $ 14,039 $ 27,796 $ (9,009) $ (18,787) $ 14,039 Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended March 30, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 390,167 $ 55,025 $ (32,458) $ 412,734 Cost of goods sold — 306,300 50,813 (32,458) 324,655 Gross profit — 83,867 4,212 — 88,079 Operating expenses: Selling, general and administrative expenses — 40,055 (1,758) — 38,297 Amortization expense — 4,491 — — 4,491 Operating income — 39,321 5,970 — 45,291 Other income and expenses: Interest expense, net — 23,074 — — 23,074 Other income — (258) — — (258) Income before income tax expense — 16,505 5,970 — 22,475 Income tax expense — 5,772 (88) — 5,684 Equity in earnings of subsidiaries 16,791 6,058 — (22,849) — Net income $ 16,791 $ 16,791 $ 6,058 $ (22,849) $ 16,791 Comprehensive income $ 18,411 $ 16,629 $ 7,516 $ (24,145) $ 18,411 Condensed Consolidating Statement of Cash Flows Thirteen Weeks Ended March 28, 2020 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 46,296 $ 11,282 $ — $ 57,578 Cash flows from investing activities: Capital expenditures — (5,827) (314) — (6,141) Payments for acquisition of businesses, net of cash acquired — (3,419) — — (3,419) Net cash used in investing activities — (9,246) (314) — (9,560) Cash flows from financing activities: Repayments of long-term debt (1,125) — — — (1,125) Repayments of borrowings under revolving credit facility (60,000) — — — (60,000) Borrowings under revolving credit facility 160,000 — — — 160,000 Dividends paid (30,421) — — — (30,421) Intercompany transactions (68,454) 73,166 (4,712) — — Net cash provided by (used in) financing activities — 73,166 (4,712) — 68,454 Effect of exchange rate fluctuations on cash and cash equivalents — — (719) (719) Net increase in cash and cash equivalents — 110,216 5,537 — 115,753 Cash and cash equivalents at beginning of period — 6,955 4,360 — 11,315 Cash and cash equivalents at end of period $ — $ 117,171 $ 9,897 $ — $ 127,068 Condensed Consolidating Statement of Cash Flows Thirteen Weeks Ended March 30, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 43,330 $ 7,014 $ — $ 50,344 Cash flows from investing activities: Capital expenditures — (7,802) (846) — (8,648) Net cash used in investing activities — (7,802) (846) — (8,648) Cash flows from financing activities: Repayments of borrowings under revolving credit facility (40,000) — — — (40,000) Borrowings under revolving credit facility 40,000 — — — 40,000 Dividends paid (31,178) — — — (31,178) Payments for the repurchase of common stock, net (10,000) — — — (10,000) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (905) — — (905) Intercompany transactions 41,178 (34,389) (6,789) — — Net cash used in financing activities — (35,294) (6,789) — (42,083) Effect of exchange rate fluctuations on cash and cash equivalents — — 23 — 23 Net increase (decrease) in cash and cash equivalents — 234 (598) — (364) Cash and cash equivalents at beginning of period — 9,871 1,777 — 11,648 Cash and cash equivalents at end of period $ — $ 10,105 $ 1,179 $ — $ 11,284 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 28, 2020 | |
Summary of Significant Accounting Policies | |
Fiscal Year | Fiscal Year Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53 rd week is added to our fiscal year every five or six years . In a 53 -week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending January 2, 2021 (fiscal 2020) contains 53 weeks and our fiscal year ended December 28, 2019 (fiscal 2019) contains 52 weeks. The first three quarters of fiscal 2020 and all quarters of fiscal 2019 contain 13 weeks, and the fourth quarter of fiscal 2020 contains 14 weeks. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen week periods ended March 28, 2020 (first quarter of 2020) and March 30, 2019 (first quarter of 2019) have been prepared by our company in accordance with generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of March 28, 2020, and the results of our operations, comprehensive income and cash flows for the first quarter of 2020 and 2019. Our results of operations for the first quarter of 2020 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2019 filed with the SEC on February 26, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with 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. |
Newly Adopted and Recently Issued Accounting Standards | Newly Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standards update (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 amendments in this ASU should be applied on a modified retrospective basis to all periods presented. This guidance became effective during the first quarter of 2020. The adoption of the new standard did not have a material impact to our consolidated financial statements and related disclosures. 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. This guidance became effective during the first quarter of 2020. The adoption of this ASU did not have an impact to our consolidated financial statements. Recently Issued Accounting Standards In March 2020, the FASB issued a new ASU which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates such as LIBOR. The update may be applied as of the beginning of the interim period that includes March 12, 2020 through December 31, 2022. We currently expect to adopt the standard during fiscal 2022. We are in the process of evaluating the impact of the adoption of this ASU. We use LIBOR to determine interest under our revolving credit facility and our tranche B term loans due 2026. However, we currently do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. 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 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. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Clabber Girl Corporation | |
Acquisitions and divestitures | |
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | Clabber Girl Preliminary Purchase Price 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) Operating lease liabilities, current portion (952) Long-term operating lease liabilities, net of current portion (7,319) Goodwill 11,956 Total purchase price (paid in cash) $ 84,632 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Inventories | |
Summary of Inventories | Inventories consist of the following, as of the dates indicated (in thousands): March 28, 2020 December 28, 2019 Raw materials and packaging $ 61,407 $ 65,673 Work-in-process 72,894 111,866 Finished goods 264,888 294,648 Inventories $ 399,189 $ 472,187 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
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): March 28, 2020 December 28, 2019 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 19,600 $ 4,735 $ 14,865 $ 19,600 $ 4,462 $ 15,138 Customer relationships 354,090 133,851 220,239 354,090 129,402 224,688 Total finite-lived intangible assets $ 373,690 $ 138,586 $ 235,104 $ 373,690 $ 133,864 $ 239,826 Indefinite-Lived Intangible Assets Goodwill $ 599,557 $ 596,391 Trademarks $ 1,375,300 $ 1,375,300 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consists of the following, as of the dates indicated (in thousands): March 28, 2020 December 28, 2019 Revolving credit loans $ 100,000 $ — Tranche B term loans due 2026 448,875 450,000 5.25% senior notes due 2025 900,000 900,000 5.25% senior notes due 2027 550,000 550,000 Unamortized deferred debt financing costs (20,102) (20,869) Unamortized discount/premium 588 652 Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 1,979,361 1,879,783 Current portion of long-term debt (4,500) (5,625) Long-term debt, net of unamortized deferred debt financing costs and discount/premium, and excluding current portion $ 1,974,861 $ 1,874,158 |
Schedule of aggregate contractual maturities of long-term debt | Aggregate Contractual Maturities Fiscal year: 2020 remaining $ 4,500 2021 4,500 2022 104,500 2023 4,500 2024 4,500 Thereafter 1,876,375 Total $ 1,998,875 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
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 March 28, 2020 and December 28, 2019 were as follows (in thousands): March 28, 2020 December 28, 2019 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ 100,000 $ 100,000 (1) $ — $ — Tranche B term loans due 2026 446,766 (2) 402,089 (3) 447,820 (2) 451,179 (3) 5.25% senior notes due 2025 902,697 (4) 884,643 (3) 902,832 (4) 929,917 (3) 5.25% senior notes due 2027 $ 550,000 $ 530,750 (3) $ 550,000 $ 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) The carrying value of the tranche B term loans includes a discount. At March 28, 2020 and December 28, 2019, the face amount of the tranche B term loans was $448.9 million and $450.0 million, respectively. (3) Fair values are estimated based on quoted market prices. (4) The carrying values of the 5.25% senior notes due 2025 include a premium. At March 28, 2020 and December 28, 2019, the face amount of the 5.25% senior notes due 2025 was $900.0 million. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Accumulated Other Comprehensive Loss. | |
Schedule of reclassification from accumulated other comprehensive loss | The reclassifications from accumulated other comprehensive loss (AOCL) for the first quarter of 2020 and 2019 were as follows (in thousands): Thirteen Weeks Ended Affected Line Item in March 28, March 30, the Statement Where Details about AOCL Components 2020 2019 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized loss $ 400 $ 215 See (1) below Accumulated other comprehensive loss before tax 400 215 Total before tax Tax expense (104) (53) Income tax expense Total reclassification $ 296 $ 162 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits,” for additional information. |
Schedule of changes in accumulated other comprehensive loss | Changes in AOCL for the first quarter of 2020 were as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at December 28, 2019 $ (24,761) $ (7,133) $ (31,894) Other comprehensive income before reclassifications — (14,349) (14,349) Amounts reclassified from AOCL 296 — 296 Net current period other comprehensive income 296 (14,349) (14,053) Balance at March 28, 2020 $ (24,465) $ (21,482) $ (45,947) |
Pension Benefits (Tables)
Pension Benefits (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Pension Benefits | |
Schedule of components of net periodic pension costs | Net periodic pension cost for our four company-sponsored defined benefit pension plans for the first quarter of 2020 and 2019 includes the following components (in thousands): Thirteen Weeks Ended March 28, March 30, 2020 2019 Service cost—benefits earned during the period $ 2,467 $ 1,937 Interest cost on projected benefit obligation 1,377 1,442 Expected return on plan assets (2,229) (1,914) Amortization of unrecognized prior service cost — — Amortization of unrecognized loss 400 215 Net periodic pension cost $ 2,015 $ 1,680 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Leases | |
Operating leases on the Balance Sheets | Operating leases are included in the accompanying unaudited consolidated balance sheets in the following line items: March 28, December 28, 2020 2019 Right-of-use assets: Operating lease right-of-use assets, net $ 38,313 $ 38,698 Operating lease liabilities: Current portion of operating lease liabilities $ 10,806 $ 9,813 Long-term operating lease liabilities, net of current portion 30,513 31,997 Total operating lease liabilities $ 41,319 $ 41,810 |
Supplemental information related to leases | Supplemental information related to leases: Thirteen Weeks Ended March 28, March 30, 2020 2019 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 3,087 $ 2,702 The components of lease costs were as follows: Cost of goods sold $ 1,004 $ 668 Selling, general and administrative expenses 1,977 1,970 Total lease costs $ 2,981 $ 2,638 |
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: March 28, March 30, 2020 2019 Weighted average remaining lease term (years) 5.2 5.2 Weighted average discount rate 4.04% 4.05% |
Future minimum lease payments under operating leases | As of March 28, 2020, the maturities of operating lease liabilities were as follows (in thousands): Maturities of Operating Lease Liabilities Fiscal year: 2020 remaining $ 9,199 2021 11,536 2022 5,890 2023 5,683 2024 5,058 Thereafter 8,516 Total undiscounted future minimum lease payments 45,882 Less: Imputed interest (4,563) Total present value of future operating lease liabilities $ 41,319 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Earnings per Share | |
Schedule of calculations related to basic and diluted earning per share | Thirteen Weeks Ended March 28, March 30, 2020 2019 Weighted average shares outstanding: Basic 64,047,149 65,586,572 Net effect of potentially dilutive share-based compensation awards 37,075 30,583 Diluted 64,084,224 65,617,155 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Share-Based Payments | |
Schedule of stock option activity | The following table details our stock option activity for the first quarter of fiscal 2020 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at December 28, 2019 1,110,212 $ 31.20 6.4 $ — Granted — $ — Exercised — $ — Forfeited (7,989) $ 27.32 Cancelled — $ — Outstanding at March 28, 2020 1,102,223 $ 31.23 6.2 $ — Exercisable at March 28, 2020 884,897 $ 32.47 5.7 $ — |
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, restricted stock, stock options, non-employee director stock grants and other share based payments) during the first quarter of 2020 and 2019 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended March 28, March 30, Consolidated Statements of Operations Location 2020 2019 Compensation expense included in cost of goods sold $ 17 $ 173 Compensation expense included in selling, general and administrative expenses 406 407 Total compensation expense for share-based payments $ 423 $ 580 |
Schedule of non-vested performance share LTIAs | Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Outstanding at December 28, 2019 661,305 $ 22.37 Granted 459,882 $ 10.83 Vested — $ — Forfeited (133,900) $ 32.85 Outstanding at March 28, 2020 987,287 $ 15.57 (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. |
Restricted stock activity | Weighted Average Number of Shares Grant Date Fair Value of Restricted Stock (per share) (1) Outstanding at December 28, 2019 32,059 $ 24.33 Granted 75,848 $ 16.50 Vested — $ — Forfeited — $ — Outstanding at March 28, 2020 107,907 $ 18.83 (1) 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). |
Schedule of number of shares of common stock issued by entity upon the vesting of performance share long-term incentive awards other share based compensation | Thirteen Weeks Ended March 28, March 30, 2020 2019 Number of performance shares vested — 102,893 Shares withheld to fund statutory minimum tax withholding — (36,965) Shares of common stock issued for performance share LTIAs — 65,928 Shares of restricted common stock issued to employees 75,848 — Total shares of common stock issued 75,848 65,928 |
Net Sales by Brand (Tables)
Net Sales by Brand (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Net Sales by Brand | |
Schedule of net sales by brand | The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended March 28, March 30, 2020 2019 Brand: (1) Green Giant (2) $ 108,376 $ 100,863 Spices & Seasonings (3) 51,795 63,226 Ortega 38,781 37,252 Green Giant (4) 37,930 26,439 Cream of Wheat 18,926 17,410 Clabber Girl (5) 18,679 — Maple Grove Farms of Vermont 18,441 17,897 Dash 14,499 15,208 Back to Nature 13,578 16,662 All other brands 128,365 117,777 Total $ 449,370 $ 412,734 (1) Table includes net sales for each of our brands whose net sales for the first quarter of 2020 or fiscal 2019 represent 3% or more of our total net sales for those periods, 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 of the Farmwise brand. We completed the Farmwise acquisition on February 19, 2020. See Note 3, “Acquisitions.” (3) 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 Dash and our other legacy spices & seasonings brands. (4) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (5) Includes net sales for multiple brands acquired as part of the Clabber Girl acquisition that we completed on May 15, 2019, including, among others, the Clabber Girl , Rumford , Davis , Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes . See Note 3, “Acquisitions. ” |
Guarantor and Non-Guarantor F_2
Guarantor and Non-Guarantor Financial Information (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Guarantor and Non-Guarantor Financial Information | |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet As of March 28, 2020 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 117,171 $ 9,897 $ — $ 127,068 Trade accounts receivable, net — 179,540 21,023 — 200,563 Inventories, net — 344,207 54,982 — 399,189 Prepaid expenses and other current assets — 19,815 6,000 — 25,815 Income tax receivable — 18,470 617 — 19,087 Intercompany receivables — 26,209 — (26,209) — Total current assets — 705,412 92,519 (26,209) 771,722 Property, plant and equipment, net — 253,910 35,730 — 289,640 Operating lease right-of-use assets, net — 38,260 53 — 38,313 Goodwill — 599,557 — — 599,557 Other intangible assets, net — 1,610,404 — — 1,610,404 Other assets — 3,090 101 — 3,191 Deferred income taxes — — 5,957 — 5,957 Investments in subsidiaries 2,826,207 91,550 — (2,917,757) — Total assets $ 2,826,207 $ 3,302,183 $ 134,360 $ (2,943,966) $ 3,318,784 Liabilities and Stockholders' Equity Current liabilities: Trade accounts payable $ — $ 91,778 $ 10,851 $ — $ 102,629 Accrued expenses — 55,218 3,961 — 59,179 Current portion of operating lease liabilities — 10,763 43 — 10,806 Current portion of long-term debt 4,500 — — — 4,500 Income tax payable — — 1,728 — 1,728 Dividends payable 30,457 — — — 30,457 Intercompany payables — — 26,209 (26,209) — Total current liabilities 34,957 157,759 42,792 (26,209) 209,299 Long-term debt 1,994,963 (20,102) — — 1,974,861 Deferred income taxes — 268,854 — — 268,854 Long-term operating lease liabilities, net of current portion — 30,495 18 — 30,513 Other liabilities — 38,970 — — 38,970 Total liabilities 2,029,920 475,976 42,810 (26,209) 2,522,497 Stockholders' equity: Preferred stock — — — — — Common stock 641 — — — 641 Additional paid-in capital — 1,963,342 68,253 (2,031,595) — Accumulated other comprehensive loss (45,947) (45,948) (21,484) 67,432 (45,947) Retained earnings 841,593 908,813 44,781 (953,594) 841,593 Total stockholders’ equity 796,287 2,826,207 91,550 (2,917,757) 796,287 Total liabilities and stockholders’ equity $ 2,826,207 $ 3,302,183 $ 134,360 $ (2,943,966) $ 3,318,784 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, net — 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, net — 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 Statement of Operations and Comprehensive Income | Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended March 28, 2020 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 495,892 $ 59,499 $ (106,021) $ 449,370 Cost of goods sold — 400,732 49,743 (106,021) 344,454 Gross profit — 95,160 9,756 — 104,916 Operating expenses: Selling, general and administrative expenses — 37,940 2,033 — 39,973 Amortization expense — 4,723 — — 4,723 Operating income — 52,497 7,723 — 60,220 Other income and expenses: Interest expense, net — 26,039 — — 26,039 Other income — (453) — — (453) Income before income tax expense — 26,911 7,723 — 34,634 Income tax expense — 4,159 2,383 — 6,542 Equity in earnings of subsidiaries 28,092 5,340 — (33,432) — Net income $ 28,092 $ 28,092 $ 5,340 $ (33,432) $ 28,092 Comprehensive income (loss) $ 14,039 $ 27,796 $ (9,009) $ (18,787) $ 14,039 Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended March 30, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 390,167 $ 55,025 $ (32,458) $ 412,734 Cost of goods sold — 306,300 50,813 (32,458) 324,655 Gross profit — 83,867 4,212 — 88,079 Operating expenses: Selling, general and administrative expenses — 40,055 (1,758) — 38,297 Amortization expense — 4,491 — — 4,491 Operating income — 39,321 5,970 — 45,291 Other income and expenses: Interest expense, net — 23,074 — — 23,074 Other income — (258) — — (258) Income before income tax expense — 16,505 5,970 — 22,475 Income tax expense — 5,772 (88) — 5,684 Equity in earnings of subsidiaries 16,791 6,058 — (22,849) — Net income $ 16,791 $ 16,791 $ 6,058 $ (22,849) $ 16,791 Comprehensive income $ 18,411 $ 16,629 $ 7,516 $ (24,145) $ 18,411 |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Thirteen Weeks Ended March 28, 2020 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 46,296 $ 11,282 $ — $ 57,578 Cash flows from investing activities: Capital expenditures — (5,827) (314) — (6,141) Payments for acquisition of businesses, net of cash acquired — (3,419) — — (3,419) Net cash used in investing activities — (9,246) (314) — (9,560) Cash flows from financing activities: Repayments of long-term debt (1,125) — — — (1,125) Repayments of borrowings under revolving credit facility (60,000) — — — (60,000) Borrowings under revolving credit facility 160,000 — — — 160,000 Dividends paid (30,421) — — — (30,421) Intercompany transactions (68,454) 73,166 (4,712) — — Net cash provided by (used in) financing activities — 73,166 (4,712) — 68,454 Effect of exchange rate fluctuations on cash and cash equivalents — — (719) (719) Net increase in cash and cash equivalents — 110,216 5,537 — 115,753 Cash and cash equivalents at beginning of period — 6,955 4,360 — 11,315 Cash and cash equivalents at end of period $ — $ 117,171 $ 9,897 $ — $ 127,068 Condensed Consolidating Statement of Cash Flows Thirteen Weeks Ended March 30, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 43,330 $ 7,014 $ — $ 50,344 Cash flows from investing activities: Capital expenditures — (7,802) (846) — (8,648) Net cash used in investing activities — (7,802) (846) — (8,648) Cash flows from financing activities: Repayments of borrowings under revolving credit facility (40,000) — — — (40,000) Borrowings under revolving credit facility 40,000 — — — 40,000 Dividends paid (31,178) — — — (31,178) Payments for the repurchase of common stock, net (10,000) — — — (10,000) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (905) — — (905) Intercompany transactions 41,178 (34,389) (6,789) — — Net cash used in financing activities — (35,294) (6,789) — (42,083) Effect of exchange rate fluctuations on cash and cash equivalents — — 23 — 23 Net increase (decrease) in cash and cash equivalents — 234 (598) — (364) Cash and cash equivalents at beginning of period — 9,871 1,777 — 11,648 Cash and cash equivalents at end of period $ — $ 10,105 $ 1,179 $ — $ 11,284 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Fiscal Year and Business and Credit Concentrations (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2020 | Dec. 28, 2019 | Dec. 29, 2018 | |
Fiscal Year | |||
Number of weeks in each fiscal quarter | 91 days | 91 days | |
Number of weeks in fiscal period | 364 days | 364 days | |
Minimum | |||
Fiscal Year | |||
Number of years between 53 week fiscal years | 5 years | ||
Maximum | |||
Fiscal Year | |||
Number of weeks in fiscal period | 371 days | ||
Number of weeks in fourth fiscal quarter | 98 days | ||
Number of years between 53 week fiscal years | 6 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Intangible Assets, Financing Costs, Debt (Details) - $ / shares | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Weighted average common shares outstanding: | ||
Basic | 64,047,149 | 65,586,572 |
Net effect of potentially dilutive share-based compensation awards (in shares) | 37,075 | 30,583 |
Diluted (in shares) | 64,084,224 | 65,617,155 |
Basic (in dollars per share) | $ 0.44 | $ 0.26 |
Diluted (in dollars per share) | $ 0.44 | $ 0.26 |
Antidilutive securities excluded from computation of loss per share | 1,102,223 | 1,167,297 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - ASU Share-based payments to employees (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 | |
Summary of Significant Accounting Policies | |||
Income tax expense (benefit) | $ 6,542 | $ 5,684 | |
Operating lease right-of-use assets, net | 38,313 | $ 38,698 | |
Total present value of future operating lease payments | $ 41,319 | $ 41,810 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Impact of Adoption (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 | |
Summary of Significant Accounting Policies | |||
Net sales | $ 449,370 | $ 412,734 | |
Cost of goods sold | 344,454 | 324,655 | |
Gross profit | 104,916 | 88,079 | |
Selling, general and administrative expenses | 39,973 | 38,297 | |
Operating income | 60,220 | 45,291 | |
Other income | (453) | (258) | |
Net income | 28,092 | $ 16,791 | |
Unamortized deferred financing costs | $ 20,102 | $ 20,869 | |
Earnings per share: | |||
Basic (in dollars per share) | $ 0.44 | $ 0.26 | |
Diluted (in dollars per share) | $ 0.44 | $ 0.26 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Clabber Girl Acquisition (Details) - USD ($) $ in Thousands | May 15, 2019 | Mar. 28, 2020 | Dec. 28, 2019 |
Acquisitions and divestitures | |||
Accrued expenses | $ 59,179 | $ 55,659 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 599,557 | $ 596,391 | |
Clabber Girl Corporation | |||
Acquisitions and divestitures | |||
Cash paid | $ 84,600 | ||
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 | ||
Total | $ 84,632 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Inventories | ||
Raw materials and packaging | $ 61,407 | $ 65,673 |
Work-in-process | 72,894 | 111,866 |
Finished goods | 264,888 | 294,648 |
Inventories | $ 399,189 | $ 472,187 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 | May 15, 2019 | |
Goodwill and Other Intangible Assets | ||||
Amortization expense | $ 4,723 | $ 4,491 | ||
Amortizable Intangible Assets | ||||
Gross Carrying Amount | 373,690 | $ 373,690 | ||
Accumulated Amortization | 138,586 | 133,864 | ||
Net Carrying Amount | 235,104 | 239,826 | ||
Unamortizable Intangible Assets | ||||
Goodwill | 599,557 | 596,391 | ||
Future amortization expense | ||||
Remainder of fiscal 2019 | 14,200 | |||
2021 | 18,900 | |||
2022 | 18,900 | |||
2023 | 18,800 | |||
2024 | 18,800 | |||
2025 | 18,700 | |||
Clabber Girl Corporation | ||||
Unamortizable Intangible Assets | ||||
Goodwill | $ 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 | 1,375,300 | ||
Trademarks | ||||
Amortizable Intangible Assets | ||||
Gross Carrying Amount | 19,600 | 19,600 | ||
Accumulated Amortization | 4,735 | 4,462 | ||
Net Carrying Amount | 14,865 | 15,138 | ||
Customer relationship | ||||
Amortizable Intangible Assets | ||||
Gross Carrying Amount | 354,090 | 354,090 | ||
Accumulated Amortization | 133,851 | 129,402 | ||
Net Carrying Amount | $ 220,239 | $ 224,688 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||||
Mar. 28, 2020 | Dec. 28, 2019 | Oct. 10, 2019 | Sep. 28, 2019 | Sep. 26, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Nov. 20, 2017 | Apr. 03, 2017 | |
Information related to long-term debt | |||||||||
Outstanding principal | $ 1,998,875 | ||||||||
Unamortized deferred financing costs | (20,102) | $ (20,869) | |||||||
Unamortized premium | 588 | 652 | |||||||
Total long-term debt, net of unamortized deferred financing costs and premium | 1,979,361 | 1,879,783 | |||||||
Current portion of long-term debt | (4,500) | (5,625) | |||||||
Long-term debt, net of unamortized deferred debt financing costs and discount/premium and excluding current portion | 1,974,861 | 1,874,158 | |||||||
Repayments of long-term debt | 1,125 | ||||||||
Revolving credit loans | |||||||||
Information related to long-term debt | |||||||||
Outstanding principal | 100,000 | ||||||||
Tranche B Term Loan 2026 | |||||||||
Information related to long-term debt | |||||||||
Outstanding principal | $ 448,875 | 450,000 | |||||||
Repayment fee percentage | 1.00% | ||||||||
4.625% Senior notes due 2021 | |||||||||
Information related to long-term debt | |||||||||
Interest rate (as a percent) | 4.625% | 4.625% | |||||||
Redeemed amount | $ 700,000 | ||||||||
5.25% Senior Notes due 2025 | |||||||||
Information related to long-term debt | |||||||||
Outstanding principal | $ 900,000 | 900,000 | |||||||
Interest rate (as a percent) | 5.25% | 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 | |||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | |||||
Principal amount of notes | $ 550,000 |
Long-Term Debt, Activity (Detai
Long-Term Debt, Activity (Details) $ in Thousands | Oct. 10, 2019USD ($) | Sep. 26, 2019USD ($) | Mar. 28, 2020USD ($)item | Mar. 30, 2019USD ($) | Dec. 28, 2019USD ($) | Sep. 28, 2019 | Dec. 29, 2018 | Nov. 20, 2017USD ($) | Apr. 03, 2017USD ($) |
Information related to senior notes | |||||||||
Net deferred debt financing costs | $ 20,102 | $ 20,869 | |||||||
Outstanding principal | 1,998,875 | ||||||||
Long-term debt | 1,974,861 | 1,874,158 | |||||||
Borrowings under revolving credit facility | 160,000 | $ 40,000 | |||||||
Repayments of long-term debt | 1,125 | ||||||||
Accrued Interest | |||||||||
Accrued interest | $ 26,800 | 21,400 | |||||||
Tranche B Term Loans due 2022 | LIBOR | |||||||||
Information related to senior notes | |||||||||
Interest rate added to variable base rate (as a percent) | 2.50% | ||||||||
Tranche B Term Loans due 2022 | Base rate | |||||||||
Information related to senior notes | |||||||||
Interest rate added to variable base rate (as a percent) | 1.00% | ||||||||
Revolving credit loans | |||||||||
Information related to senior notes | |||||||||
Outstanding principal | $ 100,000 | ||||||||
Borrowings under revolving credit facility | 100,000 | ||||||||
Outstanding letters of credit | 1,600 | ||||||||
Available borrowing capacity | $ 598,400 | ||||||||
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 | ||||||||
Revolving credit loans | Maximum | |||||||||
Information related to senior notes | |||||||||
Consolidated leverage ratio | 7 | ||||||||
Consolidated interest leverage ratio | 1.75 | ||||||||
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 | ||||||||
Fronting fee (as a percent) | 0.25% | ||||||||
Incremental term loan | Minimum | |||||||||
Information related to senior notes | |||||||||
Senior secured leverage ratio | 1 | ||||||||
Incremental term loan | Maximum | |||||||||
Information related to senior notes | |||||||||
Senior secured leverage ratio | 4 | ||||||||
4.625% Senior notes due 2021 | |||||||||
Information related to senior notes | |||||||||
Interest rate (as a percent) | 4.625% | 4.625% | |||||||
Interest rate at period end (as a percent) | 4.625% | ||||||||
Redeemed amount | $ 700,000 | ||||||||
5.25% Senior Notes due 2025 | |||||||||
Information related to senior notes | |||||||||
Outstanding principal | $ 900,000 | 900,000 | |||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | ||||
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 | |||||||||
Outstanding principal | $ 550,000 | 550,000 | |||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | |||||
Proceeds from Issuance of Senior Long-term Debt | $ 550,000 | ||||||||
Interest rate at period end (as a percent) | 5.25% | ||||||||
Principal amount of notes | $ 550,000 | ||||||||
Percentage of face value | 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 B Term Loan 2026 | |||||||||
Information related to senior notes | |||||||||
Outstanding principal | $ 448,875 | $ 450,000 | |||||||
Increase in principal of debt | $ 450,000 | ||||||||
Amortization rate | 1.00% | ||||||||
Repayment fee percentage | 1.00% |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Oct. 10, 2019 |
Aggregate contractual maturities of long-term debt | ||
2020 | $ 4,500 | |
2021 | 4,500 | |
2022 | 104,500 | |
2023 | 4,500 | |
2024 | 4,500 | |
Thereafter | 1,876,375 | |
Outstanding principal | $ 1,998,875 | |
4.625% Senior notes due 2021 | ||
Aggregate contractual maturities of long-term debt | ||
Redeemed amount | $ 700,000 | |
Interest rate at period end (as a percent) | 4.625% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 28, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | |
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | $ 1,979,361 | $ 1,879,783 | |||
Long-term Debt, Gross | 1,998,875 | ||||
Outstanding principal | 1,998,875 | ||||
Repayments of long-term debt | $ 1,125 | ||||
Changes in level 3 | |||||
Level 3 activity | $ 0 | $ 0 | |||
5.25% Senior Notes due 2025 | |||||
Financial assets and liabilities at fair value | |||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | ||
Face amount of senior notes | $ 900,000 | $ 900,000 | |||
5.25% Senior Notes due 2027 | |||||
Financial assets and liabilities at fair value | |||||
Interest rate (as a percent) | 5.25% | 5.25% | |||
Carrying Value | |||||
Financial assets and liabilities at fair value | |||||
Long-term Line of Credit | $ 100,000 | ||||
Carrying Value | Tranche B Term Loans due 2026 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | 446,766 | 447,820 | |||
Face amount of senior notes | 448,900 | 450,000 | |||
Carrying Value | 5.25% Senior Notes due 2025 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | 902,697 | 902,832 | |||
Carrying Value | 5.25% Senior Notes due 2027 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | 550,000 | 550,000 | |||
Fair value measured on recurring basis | Fair Value | Level 2 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | 100,000 | ||||
Fair value measured on recurring basis | Fair Value | Tranche B Term Loans due 2026 | Level 2 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | 402,089 | 451,179 | |||
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2025 | Level 2 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | 884,643 | 929,917 | |||
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2027 | Level 2 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, fair value | $ 530,750 | $ 550,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Reclassification from AOCL | ||
Income tax expense | $ 6,542 | $ 5,684 |
Net income | (28,092) | (16,791) |
Defined Benefit Pension Plan Items | Amount Reclassified from AOCL | ||
Reclassification from AOCL | ||
Total before tax | 400 | 215 |
Income tax expense | (104) | (53) |
Net income | 296 | 162 |
Amortization of unrecognized loss | Amount Reclassified from AOCL | ||
Reclassification from AOCL | ||
Total before tax | $ 400 | $ 215 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Changes in accumulated other comprehensive income (loss) | ||
Beginning balance | $ 812,542 | $ 900,049 |
Net current period other comprehensive income (loss) | (14,053) | 1,620 |
Ending balance | 796,287 | 877,119 |
Defined Benefit Pension Plan Items | ||
Changes in accumulated other comprehensive income (loss) | ||
Beginning balance | (24,761) | |
Amounts reclassified from AOCL | 296 | |
Net current period other comprehensive income (loss) | 296 | |
Ending balance | (24,465) | |
Foreign Currency Translation Adjustments | ||
Changes in accumulated other comprehensive income (loss) | ||
Beginning balance | (7,133) | |
Other comprehensive income (loss) before reclassifications | (14,349) | |
Net current period other comprehensive income (loss) | (14,349) | |
Ending balance | (21,482) | |
Accumulated Other Comprehensive Loss | ||
Changes in accumulated other comprehensive income (loss) | ||
Beginning balance | (31,894) | (23,502) |
Other comprehensive income (loss) before reclassifications | (14,349) | |
Amounts reclassified from AOCL | 296 | |
Net current period other comprehensive income (loss) | (14,053) | |
Ending balance | $ (45,947) | $ (21,882) |
Stock Repurchase Program - Capi
Stock Repurchase Program - Capital Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 28, 2020 | Mar. 11, 2020 | |
Stock repurchase program | ||
Stock repurchased and retired (in shares) | 407,022 | |
Average price per share (in dollars per share) | $ 24.55 | |
Stock repurchased and retired (in dollars) | $ 10 | |
Available for future repurchases (in dollars) | $ 50 | |
Maximum | ||
Stock repurchase program | ||
Value of stock authorized for repurchase | $ 50 |
Pension Benefits (Details)
Pension Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Change in projected benefit obligation: | ||
Service cost | $ 2,467 | $ 1,937 |
Interest cost | $ 1,377 | $ 1,442 |
Pension Benefits - Net Periodic
Pension Benefits - Net Periodic Pension Cost, AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Components of net periodic pension cost | ||
Service cost-benefits earned during the period | $ 2,467 | $ 1,937 |
Interest cost on projected benefit obligation | 1,377 | 1,442 |
Expected return on plan assets | (2,229) | (1,914) |
Amortization of unrecognized loss | 400 | 215 |
Net periodic pension cost | $ 2,015 | $ 1,680 |
Pension Benefits - Reclassifica
Pension Benefits - Reclassification (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Pension Benefits | ||
Selling, general and administrative expenses | $ 39,973 | $ 38,297 |
Other income | $ 453 | $ 258 |
Pension Benefits - Multi-Employ
Pension Benefits - Multi-Employer Defined Benefit Pension Plan (Details) $ in Millions | 3 Months Ended |
Mar. 28, 2020USD ($) | |
Multi-Employer Defined Benefit Pension Plan | |
Contribution to the multi-employer plan | $ 0.2 |
Maximum contribution to multi-employer plan (as a percent) | 5.00% |
Plan | Minimum | |
Multi-Employer Defined Benefit Pension Plan | |
Maximum contribution to multi-employer plan (as a percent) | 5.00% |
Leases (Details)
Leases (Details) | 3 Months Ended |
Mar. 28, 2020 | |
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 | Mar. 28, 2020 | Dec. 28, 2019 |
Leases | ||
Operating lease right-of-use assets, net | $ 38,313 | $ 38,698 |
Current portion of operating lease liabilities | 10,806 | 9,813 |
Long-term operating lease liabilities, net of current portion | 30,513 | 31,997 |
Total operating lease liabilities | $ 41,319 | $ 41,810 |
Leases - Supplemental informati
Leases - Supplemental information related to leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Leases | ||
Operating cash flows from operating leases | $ 3,087 | $ 2,702 |
Cost of goods sold | 1,004 | 668 |
Selling, general and administrative expenses | 1,977 | 1,970 |
Total lease costs | 2,981 | 2,638 |
Rent expense | $ 3,500 | $ 3,200 |
Leases - Lease term and discoun
Leases - Lease term and discount rate for our ROU (Details) | Mar. 28, 2020 | Mar. 30, 2019 |
Leases | ||
Weighted average remaining lease term (years) | 5 years 2 months 12 days | 5 years 2 months 12 days |
Weighted average discount rate | 4.04% | 4.05% |
Leases - Maturity of lease liab
Leases - Maturity of lease liabilities (Topic 842) (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Leases | ||
2020 | $ 9,199 | |
2021 | 11,536 | |
2022 | 5,890 | |
2023 | 5,683 | |
2024 | 5,058 | |
Thereafter | 8,516 | |
Total undiscounted future minimum lease payments | 45,882 | |
Less: Imputed interest | (4,563) | |
Total present value of future operating lease payments | $ 41,319 | $ 41,810 |
Commitments and Contingencies -
Commitments and Contingencies - Collective Bargaining (Details) | 3 Months Ended | ||
Mar. 28, 2020employeeagreement | Mar. 31, 2020employee | Dec. 31, 2019employee | |
Information related to Collective Bargaining Agreements | |||
Number of employee | 2,706 | ||
Covered under collective bargaining agreements | |||
Information related to Collective Bargaining Agreements | |||
Number of employee | 1,671 | ||
Percentage of total employees covered under collective bargaining agreements | 61.80% | ||
Number of collective bargaining agreements expiring within one year | agreement | 2 | ||
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 | 275 | ||
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Terre Haute Facility Member | |||
Information related to Collective Bargaining Agreements | |||
Number of employee | 95 | ||
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Stoughton Facility [Member] | |||
Information related to Collective Bargaining Agreements | |||
Number of employee | 170 | ||
Collective bargaining agreements expiring with next 12 months | |||
Information related to Collective Bargaining Agreements | |||
Collective bargaining agreements expiration period | 12 months |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Earnings per Share | ||
Antidilutive securities excluded from computation of loss per share | 1,102,223 | 1,167,297 |
Weighted average shares outstanding: | ||
Basic (in shares) | 64,047,149 | 65,586,572 |
Net effect of potentially dilutive share-based compensation awards (in shares) | 37,075 | 30,583 |
Diluted (in shares) | 64,084,224 | 65,617,155 |
Business and Credit Concentra_2
Business and Credit Concentrations and Geographic Information (Details) - customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 28, 2020 | Mar. 30, 2019 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | |
Net sales | Consolidated net sales | Top ten customers | ||||||
Business and Credit Concentrations | ||||||
Number of top customers | 10 | 10 | ||||
Percentage of concentration risk | 59.50% | 59.60% | ||||
Net sales | Consolidated net sales | Other than Walmart | ||||||
Business and Credit Concentrations | ||||||
Percentage of concentration risk | 25.60% | 24.80% | ||||
Accounts receivable | Consolidated net sales | Other than Walmart | ||||||
Business and Credit Concentrations | ||||||
Percentage of concentration risk | 26.30% | |||||
Accounts receivable | Trade accounts receivables | Top ten customers | ||||||
Business and Credit Concentrations | ||||||
Number of top customers | 10 | 10 | ||||
Percentage of concentration risk | 62.70% | 62.30% | ||||
Accounts receivable | Trade accounts receivables | Other than Walmart | ||||||
Business and Credit Concentrations | ||||||
Percentage of concentration risk | 29.10% | |||||
Accounts receivable | Trade accounts receivables | Kroger [Member] | ||||||
Business and Credit Concentrations | ||||||
Percentage of concentration risk | 10.30% | 7.80% | ||||
Foreign | Net sales | Consolidated net sales | ||||||
Business and Credit Concentrations | ||||||
Percentage of concentration risk | 9.10% | 7.70% |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Options (Details) - Stock Option - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 | |
Options | |||
Outstanding at beginning of fiscal period (in shares) | 1,110,212 | ||
Granted (in shares) | 0 | 0 | |
Forfeited (in shares) | (7,989) | ||
Outstanding at end of quarter (in shares) | 1,102,223 | 1,110,212 | |
Exercisable at end of quarter (in shares) | 884,897 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of fiscal period (in dollar per share) | $ 31.20 | ||
Forfeited (in dollars per share) | 27.32 | ||
Outstanding at end of quarter (in dollar per share) | 31.23 | $ 31.20 | |
Exercisable at end of quarter ( in dollars per share) | $ 32.47 | ||
Weighted Average Contractual Life Remaining (Years) | |||
Weighted Average Contractual Life Remaining (Years) | 6 years 2 months 12 days | 6 years 4 months 24 days | |
Exercisable, Weighted Average Contractual Life Remaining (Years) | 5 years 8 months 12 days |
Share-Based Payments - Share-ba
Share-Based Payments - Share-based payments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2020USD ($)employeeshares | Mar. 30, 2019USD ($) | Dec. 28, 2019 | |
Compensation expense | |||
Total compensation expense for share-based payments | $ 423 | $ 580 | |
Number of employee | employee | 2,706 | ||
Performance shares | |||
Compensation expense | |||
Unrecognized compensation expense | $ 2,100 | ||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 9 months 18 days | ||
Restricted Stock | |||
Compensation expense | |||
Unrecognized compensation expense | $ 1,600 | ||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 8 months 12 days | ||
Stock Option | |||
Compensation expense | |||
Unrecognized compensation expense | $ 400 | ||
Period over which unrecognized compensation expense is expected to be recognized | 10 months 24 days | ||
Additional pre-tax share based compensation expense | $ 100 | ||
Stock Option | Retired Executives [Member] | |||
Compensation expense | |||
Vested options, extended post-retirement exercise period | 3 years | 180 days | |
Vested Options With Extended Time Period | shares | 83,759 | ||
Cost of Goods Sold | |||
Compensation expense | |||
Total compensation expense for share-based payments | $ 17 | 173 | |
Selling, General and Administrative Expenses | |||
Compensation expense | |||
Total compensation expense for share-based payments | $ 406 | $ 407 |
Share-Based Payments - Performa
Share-Based Payments - Performance (Details) - $ / shares | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Performance shares | ||
Number of Shares | ||
Balance at the beginning of the period (in shares) | 661,305,000 | |
Granted (in shares) | 459,882,000 | |
Vested (in shares) | (102,893,000) | |
Forfeited (in shares) | (133,900,000) | |
Balance at the end of the period (in shares) | 987,287,000 | |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 22.37 | |
Granted (in dollars per share) | 10.83 | |
Forfeited (in dollars per share) | 32.85 | |
Balance at the end of the period (in dollars per share) | $ 15.57 | |
Performance shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage of target number of shares that may be earned | 200.00% | |
Restricted Stock | ||
Number of Shares | ||
Balance at the beginning of the period (in shares) | 32,059 | |
Granted (in shares) | 75,848 | |
Balance at the end of the period (in shares) | 107,907 | |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 24.33 | |
Granted (in dollars per share) | 16.50 | |
Balance at the end of the period (in dollars per share) | $ 18.83 |
Share-Based Payments - Other Ve
Share-Based Payments - Other Vested (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Share based compensation expense related to long-term incentive plans | ||
Total shares of common stock issued | 75,848 | 65,928 |
Performance shares | ||
Share based compensation expense related to long-term incentive plans | ||
Number of performance shares vested | 102,893 | |
Shares withheld to fund statutory minimum tax withholding | (36,965) | |
Total shares of common stock issued | 65,928 | |
Restricted Stock | Employee | ||
Share based compensation expense related to long-term incentive plans | ||
Total shares of common stock issued | 75,848 |
Workforce Reduction and Retir_2
Workforce Reduction and Retirement Expenses (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 28, 2020USD ($)item | Mar. 30, 2019USD ($) | Jan. 02, 2021USD ($) | Dec. 28, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Number of employees retirement agreements | item | 2 | |||
Reduced employee expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related charges | $ 1.6 | $ 2.4 | ||
Severance Costs | $ 0.2 | $ (0.9) | $ 1.5 | |
Reduced employee expenses | Forecast | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | $ 0.7 |
Net Sales by Brand (Details)
Net Sales by Brand (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Brand | ||
Net sales | $ 449,370 | $ 412,734 |
Specific brand sale to total sale (as a percent) | 3.00% | |
Green Giant - frozen | ||
Brand | ||
Net sales | $ 108,376 | 100,863 |
Spices and Seasonings | ||
Brand | ||
Net sales | 51,795 | 63,226 |
Ortega | ||
Brand | ||
Net sales | 38,781 | 37,252 |
Green Giant - shelf stable | ||
Brand | ||
Net sales | 37,930 | 26,439 |
Maple Grove Farms of Vermont | ||
Brand | ||
Net sales | 18,441 | 17,897 |
Back To Nature | ||
Brand | ||
Net sales | 13,578 | 16,662 |
Cream of Wheat | ||
Brand | ||
Net sales | 18,926 | 17,410 |
Mrs. Dash | ||
Brand | ||
Net sales | 14,499 | 15,208 |
Clabber Girl | ||
Brand | ||
Net sales | 18,679 | |
All other brands | ||
Brand | ||
Net sales | $ 128,365 | $ 117,777 |
Guarantor and Non-Guarantor F_3
Guarantor and Non-Guarantor Financial Information (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 | Oct. 10, 2019 | Sep. 28, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Nov. 20, 2017 | Apr. 03, 2017 |
Current assets: | ||||||||
Cash and cash equivalents | $ 127,068 | $ 11,315 | ||||||
Trade accounts receivable, net | 200,563 | 143,908 | ||||||
Inventories, net | 399,189 | 472,187 | ||||||
Prepaid expenses and other current assets | 25,815 | 25,449 | ||||||
Income tax receivable | 19,087 | 8,934 | ||||||
Total current assets | 771,722 | 661,793 | ||||||
Property, plant and equipment, net | 289,640 | 304,934 | ||||||
Operating lease right-of-use assets, net | 38,313 | 38,698 | ||||||
Goodwill | 599,557 | 596,391 | ||||||
Other intangible assets, net | 1,610,404 | 1,615,126 | ||||||
Other assets | 3,191 | 3,277 | ||||||
Deferred income taxes | 5,957 | 7,371 | ||||||
Total assets | 3,318,784 | 3,227,590 | ||||||
Current liabilities: | ||||||||
Trade accounts payable | 102,629 | 114,936 | ||||||
Accrued expenses | 59,179 | 55,659 | ||||||
Current portion of operating lease liabilities | 10,806 | 9,813 | ||||||
Current portion of long-term debt | 4,500 | 5,625 | ||||||
Income tax payable | 1,728 | 454 | ||||||
Dividends payable | 30,457 | 30,421 | ||||||
Total current liabilities | 209,299 | 216,908 | ||||||
Long-term debt | 1,974,861 | 1,874,158 | ||||||
Deferred income taxes | 268,854 | 254,339 | ||||||
Long-term operating lease liabilities, net of current portion | 30,513 | 31,997 | ||||||
Other liabilities | 38,970 | 37,646 | ||||||
Total liabilities | 2,522,497 | 2,415,048 | ||||||
Stockholders' equity: | ||||||||
Preferred stock | ||||||||
Common Stock | 641 | 640 | ||||||
Accumulated other comprehensive loss | (45,947) | (31,894) | ||||||
Retained earnings | 841,593 | 843,796 | ||||||
Total stockholders' equity | 796,287 | 812,542 | $ 877,119 | $ 900,049 | ||||
Total liabilities and stockholders' equity | 3,318,784 | 3,227,590 | ||||||
Unamortized deferred financing costs | $ 20,102 | 20,869 | ||||||
4.625% Senior notes due 2021 | ||||||||
Interest rate (as a percent) | 4.625% | 4.625% | ||||||
5.25% Senior Notes due 2025 | ||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | |||
5.25% Senior Notes due 2027 | ||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | ||||
Reportable Legal Entities | Parent | ||||||||
Current assets: | ||||||||
Investments in subsidiaries | $ 2,826,207 | 2,743,615 | ||||||
Total assets | 2,826,207 | 2,743,615 | ||||||
Current liabilities: | ||||||||
Current portion of long-term debt | 4,500 | 5,625 | ||||||
Dividends payable | 30,457 | 30,421 | ||||||
Total current liabilities | 34,957 | 36,046 | ||||||
Long-term debt | 1,994,963 | 1,895,027 | ||||||
Total liabilities | 2,029,920 | 1,931,073 | ||||||
Stockholders' equity: | ||||||||
Preferred stock | ||||||||
Common Stock | 641 | 640 | ||||||
Accumulated other comprehensive loss | (45,947) | (31,894) | ||||||
Retained earnings | 841,593 | 843,796 | ||||||
Total stockholders' equity | 796,287 | 812,542 | ||||||
Total liabilities and stockholders' equity | 2,826,207 | 2,743,615 | ||||||
Reportable Legal Entities | Guarantor Subsidiaries | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 117,171 | 6,955 | ||||||
Trade accounts receivable, net | 179,540 | 130,289 | ||||||
Inventories, net | 344,207 | 399,935 | ||||||
Prepaid expenses and other current assets | 19,815 | 18,393 | ||||||
Income tax receivable | 18,470 | 8,311 | ||||||
Intercompany receivables | 26,209 | |||||||
Total current assets | 705,412 | 563,883 | ||||||
Property, plant and equipment, net | 253,910 | 260,256 | ||||||
Operating lease right-of-use assets, net | 38,260 | 38,632 | ||||||
Goodwill | 599,557 | 596,391 | ||||||
Other intangible assets, net | 1,610,404 | 1,615,126 | ||||||
Other assets | 3,090 | 3,263 | ||||||
Investments in subsidiaries | 91,550 | 100,561 | ||||||
Total assets | 3,302,183 | 3,178,112 | ||||||
Current liabilities: | ||||||||
Trade accounts payable | 91,778 | 100,488 | ||||||
Accrued expenses | 55,218 | 51,951 | ||||||
Current portion of operating lease liabilities | 10,763 | 9,768 | ||||||
Income tax payable | 125 | |||||||
Intercompany payables | (30,917) | |||||||
Total current liabilities | 157,759 | 131,415 | ||||||
Long-term debt | (20,102) | (20,869) | ||||||
Deferred income taxes | 268,854 | 254,339 | ||||||
Long-term operating lease liabilities, net of current portion | 30,495 | 31,966 | ||||||
Other liabilities | 38,970 | 37,646 | ||||||
Total liabilities | 475,976 | 434,497 | ||||||
Stockholders' equity: | ||||||||
Preferred stock | ||||||||
Additional paid-in capital | 1,963,342 | 1,894,788 | ||||||
Accumulated other comprehensive loss | (45,948) | (31,894) | ||||||
Retained earnings | 908,813 | 880,721 | ||||||
Total stockholders' equity | 2,826,207 | 2,743,615 | ||||||
Total liabilities and stockholders' equity | 3,302,183 | 3,178,112 | ||||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 9,897 | 4,360 | ||||||
Trade accounts receivable, net | 21,023 | 13,619 | ||||||
Inventories, net | 54,982 | 72,252 | ||||||
Prepaid expenses and other current assets | 6,000 | 7,056 | ||||||
Income tax receivable | 617 | 623 | ||||||
Intercompany receivables | (12,609) | |||||||
Total current assets | 92,519 | 85,301 | ||||||
Property, plant and equipment, net | 35,730 | 44,678 | ||||||
Operating lease right-of-use assets, net | 53 | 66 | ||||||
Other assets | 101 | 14 | ||||||
Deferred income taxes | 5,957 | 7,371 | ||||||
Total assets | 134,360 | 137,430 | ||||||
Current liabilities: | ||||||||
Trade accounts payable | 10,851 | 14,448 | ||||||
Accrued expenses | 3,961 | 3,708 | ||||||
Current portion of operating lease liabilities | 43 | 45 | ||||||
Income tax payable | 1,728 | 329 | ||||||
Intercompany payables | 26,209 | 18,308 | ||||||
Total current liabilities | 42,792 | 36,838 | ||||||
Long-term operating lease liabilities, net of current portion | 18 | 31 | ||||||
Total liabilities | 42,810 | 36,869 | ||||||
Stockholders' equity: | ||||||||
Preferred stock | ||||||||
Additional paid-in capital | 68,253 | 68,253 | ||||||
Accumulated other comprehensive loss | (21,484) | (7,133) | ||||||
Retained earnings | 44,781 | 39,441 | ||||||
Total stockholders' equity | 91,550 | 100,561 | ||||||
Total liabilities and stockholders' equity | 134,360 | 137,430 | ||||||
Eliminations | ||||||||
Current assets: | ||||||||
Intercompany receivables | (26,209) | 12,609 | ||||||
Total current assets | (26,209) | 12,609 | ||||||
Investments in subsidiaries | (2,917,757) | (2,844,176) | ||||||
Total assets | (2,943,966) | (2,831,567) | ||||||
Current liabilities: | ||||||||
Intercompany payables | (26,209) | 12,609 | ||||||
Total current liabilities | (26,209) | 12,609 | ||||||
Total liabilities | (26,209) | 12,609 | ||||||
Stockholders' equity: | ||||||||
Preferred stock | ||||||||
Additional paid-in capital | (2,031,595) | (1,963,041) | ||||||
Accumulated other comprehensive loss | 67,432 | 39,027 | ||||||
Retained earnings | (953,594) | (920,162) | ||||||
Total stockholders' equity | (2,917,757) | (2,844,176) | ||||||
Total liabilities and stockholders' equity | $ (2,943,966) | $ (2,831,567) |
Guarantor and Non-Guarantor F_4
Guarantor and Non-Guarantor Financial Information - Operating Income and Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Net sales | $ 449,370 | $ 412,734 |
Cost of goods sold | 344,454 | 324,655 |
Gross profit | 104,916 | 88,079 |
Operating expenses: | ||
Selling, general and administrative expenses | 39,973 | 38,297 |
Amortization expense | 4,723 | 4,491 |
Operating income | 60,220 | 45,291 |
Other income and expenses: | ||
Interest expense, net | 26,039 | 23,074 |
Other [(income) expense] | (453) | (258) |
Income before income tax expense | 34,634 | 22,475 |
Income tax expense | 6,542 | 5,684 |
Net income | 28,092 | 16,791 |
Comprehensive income (loss) | 14,039 | 18,411 |
Eliminations | ||
Net sales | (106,021) | (32,458) |
Cost of goods sold | (106,021) | (32,458) |
Other income and expenses: | ||
Equity in earnings (loss) of subsidiaries | (33,432) | (22,849) |
Net income | (33,432) | (22,849) |
Comprehensive income (loss) | (18,787) | (24,145) |
Parent | Reportable Legal Entities | ||
Other income and expenses: | ||
Equity in earnings (loss) of subsidiaries | 28,092 | 16,791 |
Net income | 28,092 | 16,791 |
Comprehensive income (loss) | 14,039 | 18,411 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Net sales | 495,892 | 390,167 |
Cost of goods sold | 400,732 | 306,300 |
Gross profit | 95,160 | 83,867 |
Operating expenses: | ||
Selling, general and administrative expenses | 37,940 | 40,055 |
Amortization expense | 4,723 | 4,491 |
Operating income | 52,497 | 39,321 |
Other income and expenses: | ||
Interest expense, net | 26,039 | 23,074 |
Other [(income) expense] | (453) | (258) |
Income before income tax expense | 26,911 | 16,505 |
Income tax expense | 4,159 | 5,772 |
Equity in earnings (loss) of subsidiaries | 5,340 | 6,058 |
Net income | 28,092 | 16,791 |
Comprehensive income (loss) | 27,796 | 16,629 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Net sales | 59,499 | 55,025 |
Cost of goods sold | 49,743 | 50,813 |
Gross profit | 9,756 | 4,212 |
Operating expenses: | ||
Selling, general and administrative expenses | 2,033 | (1,758) |
Operating income | 7,723 | 5,970 |
Other income and expenses: | ||
Income before income tax expense | 7,723 | 5,970 |
Income tax expense | 2,383 | (88) |
Net income | 5,340 | 6,058 |
Comprehensive income (loss) | $ (9,009) | $ 7,516 |
Guarantor and Non-Guarantor F_5
Guarantor and Non-Guarantor Financial Information - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | $ 57,578 | $ 50,344 |
Cash flows from investing activities: | ||
Capital expenditures | (6,141) | (8,648) |
Payments for acquisition of businesses, net of cash acquired | (3,419) | |
Net cash used in investing activities | (9,560) | (8,648) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (1,125) | |
Repayments of borrowings under revolving credit facility | (60,000) | (40,000) |
Borrowings under revolving credit facility | 160,000 | 40,000 |
Dividends paid | (30,421) | (31,178) |
Payments for repurchase of common stock, net | (10,000) | |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | |
Net cash provided by (used in) financing activities | 68,454 | (42,083) |
Effect of exchange rate fluctuations on cash and cash equivalents | (719) | 23 |
Net increase (decrease) in cash and cash equivalents | 115,753 | (364) |
Cash and cash equivalents at beginning of period | 11,315 | 11,648 |
Cash and cash equivalents at end of period | 127,068 | 11,284 |
Parent | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Repayments of long-term debt | (1,125) | |
Repayments of borrowings under revolving credit facility | (60,000) | (40,000) |
Borrowings under revolving credit facility | 160,000 | 40,000 |
Dividends paid | (30,421) | (31,178) |
Payments for repurchase of common stock, net | (10,000) | |
Intercompany transactions | (68,454) | 41,178 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 46,296 | 43,330 |
Cash flows from investing activities: | ||
Capital expenditures | (5,827) | (7,802) |
Payments for acquisition of businesses, net of cash acquired | (3,419) | |
Net cash used in investing activities | (9,246) | (7,802) |
Cash flows from financing activities: | ||
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | |
Intercompany transactions | 73,166 | (34,389) |
Net cash provided by (used in) financing activities | 73,166 | (35,294) |
Net increase (decrease) in cash and cash equivalents | 110,216 | 234 |
Cash and cash equivalents at beginning of period | 6,955 | 9,871 |
Cash and cash equivalents at end of period | 117,171 | 10,105 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 11,282 | 7,014 |
Cash flows from investing activities: | ||
Capital expenditures | (314) | (846) |
Net cash used in investing activities | (314) | (846) |
Cash flows from financing activities: | ||
Intercompany transactions | (4,712) | (6,789) |
Net cash provided by (used in) financing activities | (4,712) | (6,789) |
Effect of exchange rate fluctuations on cash and cash equivalents | (719) | 23 |
Net increase (decrease) in cash and cash equivalents | 5,537 | (598) |
Cash and cash equivalents at beginning of period | 4,360 | 1,777 |
Cash and cash equivalents at end of period | $ 9,897 | $ 1,179 |