Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.01 per share | |
Trading Symbol | BGS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 78,624,419 | |
Entity Central Index Key | 0001278027 | |
Current Fiscal Year End Date | --12-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 359,926 | $ 45,442 |
Trade accounts receivable, net | 154,679 | 150,019 |
Inventories | 644,060 | 726,468 |
Assets held for sale | 68,823 | 51,314 |
Prepaid expenses and other current assets | 44,123 | 37,550 |
Income tax receivable | 9,100 | 8,024 |
Total current assets | 1,280,711 | 1,018,817 |
Property, plant and equipment, net of accumulated depreciation of $413,352 and $390,821 as of September 30, 2023 and December 31, 2022, respectively | 302,572 | 317,587 |
Operating lease right-of-use assets | 68,688 | 65,809 |
Finance lease right-of-use assets | 2,097 | 2,891 |
Goodwill | 619,221 | 619,241 |
Other intangible assets, net | 1,653,008 | 1,788,157 |
Other assets | 20,262 | 19,088 |
Deferred income taxes | 10,291 | 10,019 |
Total assets | 3,956,850 | 3,841,609 |
Current liabilities: | ||
Trade accounts payable | 182,191 | 127,809 |
Accrued expenses | 72,380 | 64,137 |
Current portion of operating lease liabilities | 15,213 | 14,616 |
Current portion of finance lease liabilities | 1,063 | 1,046 |
Current portion of long-term debt | 555,439 | 50,000 |
Income tax payable | 1,704 | 309 |
Dividends payable | 14,938 | 13,617 |
Total current liabilities | 842,928 | 271,534 |
Long-term debt, net of current portion | 1,929,144 | 2,339,049 |
Deferred income taxes | 268,903 | 288,712 |
Long-term operating lease liabilities, net of current portion | 53,785 | 51,727 |
Long-term finance lease liabilities, net of current portion | 996 | 1,795 |
Other liabilities | 20,455 | 20,626 |
Total liabilities | 3,116,211 | 2,973,443 |
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; 78,624,419 and 71,668,144 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 786 | 717 |
Additional paid-in capital | 60,455 | |
Accumulated other comprehensive loss | (3,117) | (9,349) |
Retained earnings | 782,515 | 876,798 |
Total stockholders' equity | 840,639 | 868,166 |
Total liabilities and stockholders' equity | $ 3,956,850 | $ 3,841,609 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Property, plant and equipment, accumulated depreciation (in dollars) | $ 413,352 | $ 390,821 |
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 | 78,624,419 | 71,668,144 |
Common stock, shares outstanding | 78,624,419 | 71,668,144 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Consolidated Statements of Operations | ||||
Net sales | $ 502,734 | $ 528,396 | $ 1,484,185 | $ 1,539,768 |
Cost of goods sold | 388,896 | 422,635 | 1,153,835 | 1,256,222 |
Gross profit | 113,838 | 105,761 | 330,350 | 283,546 |
Operating (income) and expenses: | ||||
Selling, general and administrative expenses | 48,197 | 47,519 | 142,798 | 138,556 |
Amortization expense | 5,197 | 5,427 | 15,649 | 16,009 |
Loss (gain) on sales of assets | 85 | (7,099) | ||
Impairment of assets held for sale | 132,949 | 103,625 | 132,949 | 103,625 |
Operating income (loss) | (72,505) | (50,810) | 38,869 | 32,455 |
Other (income) and expenses: | ||||
Interest expense, net | 35,859 | 31,874 | 111,108 | 88,617 |
Other income | (962) | (1,846) | (2,819) | (5,533) |
Loss before income tax benefit | (107,402) | (80,838) | (69,420) | (50,629) |
Income tax expense (benefit) | (24,661) | (21,255) | (647) | (14,958) |
Net loss | $ (82,741) | $ (59,583) | $ (68,773) | $ (35,671) |
Weighted average shares outstanding: | ||||
Basic | 74,427,869 | 71,670,121 | 72,814,702 | 70,068,018 |
Diluted | 74,427,869 | 72,018,091 | 72,814,702 | 70,440,433 |
Loss per Share | ||||
Basic | $ (1.11) | $ (0.83) | $ (0.94) | $ (0.51) |
Diluted | (1.11) | (0.83) | (0.94) | (0.51) |
Cash dividends declared per share | $ 0.190 | $ 0.475 | $ 0.570 | $ 1.425 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Consolidated Statements of Comprehensive Loss | ||||
Net Income (Loss) | $ (82,741) | $ (59,583) | $ (68,773) | $ (35,671) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (3,492) | (5,492) | 6,247 | (6,534) |
Pension (loss) gain, net of tax | (9) | 20 | (15) | 61 |
Other comprehensive income (loss) | (3,501) | (5,472) | 6,232 | (6,473) |
Comprehensive loss | $ (86,242) | $ (65,055) | $ (62,541) | $ (42,144) |
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 Jan. 01, 2022 | $ 685 | $ 3,547 | $ (18,169) | $ 934,191 | $ 920,254 |
Beginning balance (in shares) at Jan. 01, 2022 | 68,521,651 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 2,679 | 2,679 | |||
Change in pension benefit (net of of income taxes) | 21 | 21 | |||
Net loss | 23,656 | 23,656 | |||
Share-based compensation | 791 | 791 | |||
Issuance of common stock for share-based compensation | $ 3 | (3,707) | (3,704) | ||
Issuance of common stock for share-based compensation (in shares) | 261,014 | ||||
Cancellation of restricted stock for tax withholding upon vesting | (298) | (298) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (10,871) | ||||
Cancellation of restricted stock upon forfeiture (in shares) | (573) | ||||
Issuance of common stock in ATM offering | $ 1 | 3,227 | 3,228 | ||
Issuance of common stock in ATM offering (in shares) | 112,353 | ||||
Stock options exercised | 60 | 60 | |||
Stock options exercised (in shares) | 2,227 | ||||
Dividends declared on common stock | (3,620) | (29,101) | (32,721) | ||
Ending balance at Apr. 02, 2022 | $ 689 | (15,469) | 928,746 | 913,966 | |
Ending balance (in shares) at Apr. 02, 2022 | 68,885,801 | ||||
Beginning balance at Jan. 01, 2022 | $ 685 | 3,547 | (18,169) | 934,191 | 920,254 |
Beginning balance (in shares) at Jan. 01, 2022 | 68,521,651 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (6,534) | ||||
Change in pension benefit (net of of income taxes) | 61 | ||||
Net loss | (35,671) | ||||
Ending balance at Oct. 01, 2022 | $ 717 | (24,642) | 865,499 | 841,574 | |
Ending balance (in shares) at Oct. 01, 2022 | 71,670,232 | ||||
Beginning balance at Apr. 02, 2022 | $ 689 | (15,469) | 928,746 | 913,966 | |
Beginning balance (in shares) at Apr. 02, 2022 | 68,885,801 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (3,721) | (3,721) | |||
Change in pension benefit (net of of income taxes) | 20 | 20 | |||
Net loss | 256 | 256 | |||
Share-based compensation | 1,924 | 1,924 | |||
Issuance of common stock for share-based compensation (in shares) | 47,335 | ||||
Cancellation of restricted stock for tax withholding upon vesting | (28) | (28) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (1,250) | ||||
Cancellation of restricted stock upon forfeiture (in shares) | (1,108) | ||||
Issuance of common stock in ATM offering | $ 28 | 61,780 | 61,808 | ||
Issuance of common stock in ATM offering (in shares) | 2,739,568 | ||||
Dividends declared on common stock | (34,044) | (34,044) | |||
Ending balance at Jul. 02, 2022 | $ 717 | 29,632 | (19,170) | 929,002 | 940,181 |
Ending balance (in shares) at Jul. 02, 2022 | 71,670,346 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (5,492) | (5,492) | |||
Change in pension benefit (net of of income taxes) | 20 | 20 | |||
Net loss | (59,583) | (59,583) | |||
Share-based compensation | 472 | 472 | |||
Cancellation of restricted stock for tax withholding upon vesting | (11) | (11) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (468) | ||||
Cancellation of restricted stock upon forfeiture (in shares) | (1,067) | ||||
Issuance of common stock in ATM offering | 31 | 31 | |||
Issuance of common stock in ATM offering (in shares) | 1,421 | ||||
Dividends declared on common stock | (30,124) | (3,920) | (34,044) | ||
Ending balance at Oct. 01, 2022 | $ 717 | (24,642) | 865,499 | 841,574 | |
Ending balance (in shares) at Oct. 01, 2022 | 71,670,232 | ||||
Beginning balance at Dec. 31, 2022 | $ 717 | (9,349) | 876,798 | $ 868,166 | |
Beginning balance (in shares) at Dec. 31, 2022 | 71,668,144 | 71,668,144 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 5,160 | $ 5,160 | |||
Net loss | 3,415 | 3,415 | |||
Share-based compensation | 664 | 664 | |||
Issuance of common stock for share-based compensation | $ 5 | (1,666) | (1,661) | ||
Issuance of common stock for share-based compensation (in shares) | 557,558 | ||||
Cancellation of restricted stock for tax withholding upon vesting | (205) | (205) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (13,488) | ||||
Cancellation of restricted stock upon forfeiture (in shares) | (414) | ||||
Dividends declared on common stock | 1,207 | (14,927) | (13,720) | ||
Ending balance at Apr. 01, 2023 | $ 722 | (4,189) | 865,286 | 861,819 | |
Ending balance (in shares) at Apr. 01, 2023 | 72,211,800 | ||||
Beginning balance at Dec. 31, 2022 | $ 717 | (9,349) | 876,798 | $ 868,166 | |
Beginning balance (in shares) at Dec. 31, 2022 | 71,668,144 | 71,668,144 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | $ 6,247 | ||||
Change in pension benefit (net of of income taxes) | (15) | ||||
Net loss | (68,773) | ||||
Ending balance at Sep. 30, 2023 | $ 786 | 60,455 | (3,117) | 782,515 | $ 840,639 |
Ending balance (in shares) at Sep. 30, 2023 | 78,624,419 | 78,624,419 | |||
Beginning balance at Apr. 01, 2023 | $ 722 | (4,189) | 865,286 | $ 861,819 | |
Beginning balance (in shares) at Apr. 01, 2023 | 72,211,800 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 4,579 | 4,579 | |||
Change in pension benefit (net of of income taxes) | (6) | (6) | |||
Net loss | 10,553 | 10,553 | |||
Share-based compensation | 3,166 | 3,166 | |||
Issuance of common stock for share-based compensation | $ 1 | (1) | |||
Issuance of common stock for share-based compensation (in shares) | 82,917 | ||||
Cancellation of restricted stock for tax withholding upon vesting | (13) | (13) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (960) | ||||
Cancellation of restricted stock upon forfeiture (in shares) | (2,184) | ||||
Dividends declared on common stock | (3,152) | (10,583) | (13,735) | ||
Ending balance at Jul. 01, 2023 | $ 723 | 384 | 865,256 | 866,363 | |
Ending balance (in shares) at Jul. 01, 2023 | 72,291,573 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (3,492) | (3,492) | |||
Change in pension benefit (net of of income taxes) | (9) | (9) | |||
Net loss | (82,741) | (82,741) | |||
Share-based compensation | 1,887 | 1,887 | |||
Issuance of common stock in ATM offering | $ 63 | 73,506 | 73,569 | ||
Issuance of common stock in ATM offering (in shares) | 6,332,846 | ||||
Dividends declared on common stock | (14,938) | (14,938) | |||
Ending balance at Sep. 30, 2023 | $ 786 | $ 60,455 | $ (3,117) | $ 782,515 | $ 840,639 |
Ending balance (in shares) at Sep. 30, 2023 | 78,624,419 | 78,624,419 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||||
Sep. 30, 2023 | Jul. 01, 2023 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | |
Consolidated Statements of Changes in Stockholders' Equity | |||||
Change in pension benefit, income taxes | $ 3 | $ 5 | $ 7 | $ 6 | $ 7 |
Dividends declared on common stock, per share (in dollars per share) | $ 0.190 | $ 0.19 | $ 0.475 | $ 0.475 | $ 0.475 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (68,773) | $ (35,671) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 52,586 | 61,065 |
Amortization of operating lease right-of-use assets | 13,325 | 12,539 |
Amortization of deferred debt financing costs and bond discount/premium | 5,691 | 3,530 |
Deferred income taxes | (18,940) | (27,415) |
Impairment of assets held for sale | 132,949 | 103,625 |
Loss (gain) on sales of assets | 775 | (7,094) |
Gain on extinguishment of debt | (1,368) | |
Share-based compensation expense | 5,452 | 2,984 |
Changes in assets and liabilities, net of effects of businesses acquired: | ||
Trade accounts receivable | (4,634) | (31,876) |
Inventories | 3,316 | (206,704) |
Prepaid expenses and other current assets | (5,446) | (8,926) |
Income tax receivable/payable, net | 524 | (10,154) |
Other assets | (1,104) | (1,379) |
Trade accounts payable | 52,291 | 101,108 |
Accrued expenses | (10,770) | (5,856) |
Other liabilities | (193) | 1,816 |
Net cash provided by (used in) operating activities | 155,681 | (48,408) |
Cash flows from investing activities: | ||
Capital expenditures | (16,946) | (17,421) |
Proceeds from sales of assets | 51,652 | 10,430 |
Payments for acquisition of businesses, net of cash acquired | (27,290) | |
Net cash provided by (used in) investing activities | 34,706 | (34,281) |
Cash flows from financing activities: | ||
Repurchases of senior notes | (42,900) | |
Repayments of borrowings under term loan facility | (121,000) | |
Proceeds from issuance of senior secured notes | 550,000 | |
Repayments of borrowings under revolving credit facility | (422,500) | (182,500) |
Borrowings under revolving credit facility | 140,000 | 330,000 |
Proceeds from issuance of common stock, net | 73,826 | 65,233 |
Dividends paid | (41,073) | (99,312) |
Proceeds from exercise of stock options | 60 | |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (1,879) | (4,041) |
Payments of debt financing costs | (10,213) | |
Net cash provided by financing activities | 124,261 | 109,440 |
Effect of exchange rate fluctuations on cash and cash equivalents | (164) | (377) |
Net increase in cash and cash equivalents | 314,484 | 26,374 |
Cash and cash equivalents at beginning of period | 45,442 | 33,690 |
Cash and cash equivalents at end of period | 359,926 | 60,064 |
Supplemental disclosures of cash flow information: | ||
Cash interest payments | 103,906 | 79,891 |
Cash income tax payments | 17,763 | 22,908 |
Non-cash investing and financing transactions: | ||
Dividends declared and not yet paid | 14,938 | 34,043 |
Accruals related to purchases of property, plant and equipment | 2,502 | 1,197 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 14,810 | $ 2,851 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
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, vegetable, canola and other cooking oils, vegetable shortening, cooking sprays, 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, 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 Baker’s Joy Bear Creek Country Kitchens Brer Rabbit Canoleo Cary’s Clabber Girl Cream of Rice Cream of Wheat Crisco Dash, Davis Devonsheer Don Pepino Durkee Emeril’s Grandma’s Molasses Green Giant 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 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 | 9 Months Ended |
Sep. 30, 2023 | |
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 . Generally, in a 53 -week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending December 30, 2023 (fiscal 2023) and our fiscal year ended December 31, 2022 (fiscal 2022) each contains 52 weeks. Each quarter of fiscal 2023 and 2022 contains 13 weeks. Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 30, 2023 (third quarter and first three quarters of 2023) and October 1, 2022 (third quarter and first three quarters of 2022) 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 September 30, 2023, and the results of our operations, comprehensive loss, changes in stockholders’ equity and cash flows for the third quarter and first three quarters of 2023 and 2022. Our results of operations for the third quarter and first three quarters of 2023 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 2022 filed with the SEC on February 28, 2023 (which we refer to as our 2022 Annual Report on Form 10-K). 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. Recently Issued Accounting Standards – Pending Adoption In October 2021, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) which provides an exception to fair value measurement for revenue contracts acquired in business combinations. This ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2022. We currently expect to adopt the standard for any business combinations that occur in fiscal 2023 or after. Currently, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2023 | |
Acquisitions and Divestitures | |
Acquisitions and Divestitures | (3) Acquisitions and Divestitures Yuma Acquisition On May 5, 2022, we completed the acquisition of the frozen vegetable manufacturing operations of Growers Express, LLC, whose primary business at the time of the acquisition was co-manufacturing certain Green Giant Green Giant Green Giant Veggie Spirals Green Giant The following table sets forth the allocation of the Yuma acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition: Purchase Price Allocation (in thousands): May 5, 2022 Inventories $ 3,342 Prepaid expenses and other current assets 187 Property, plant and equipment, net 12,508 Operating lease right-of-use assets 12,770 Finance lease right-of-use assets 3,529 Other intangible assets, net 4,483 Current portion of operating lease liabilities (1,624) Current portion of finance lease liabilities (1,035) Long-term operating lease liabilities, net of current portion (8,756) Long-term finance lease liabilities, net of current portion (2,493) Goodwill 4,379 Total purchase price (paid in cash) $ 27,290 Unaudited Pro Forma Summary of Operations The Yuma acquisition was not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented. Back to Nature Divestiture On December 15, 2022, we entered into an agreement to sell the Back to Nature Back to Nature During fiscal 2022, we reclassified $157.7 million of assets related to our Back to Nature Back to Nature Effective January 3, 2023, the first business day of fiscal 2023, we completed the Back to Nature Back to Nature January 3, 2023 Cash received $ 51,414 Less: Assets sold: Trademarks — indefinite-lived intangible assets 109,900 Goodwill 29,500 Customer relationships — finite-lived intangible assets 11,025 Inventories 7,323 Impairment of assets held for sale (106,434) Total assets sold 51,314 Expenses of sale 185 Pre-tax loss on sale of assets $ (85) As a result of the Back to Nature Divestiture of Green Giant U.S. Shelf-Stable Product Line See Note 19, “Subsequent Events.” |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
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. During the third quarter of 2023, we reclassified $82.3 million of inventories to assets held for sale. See Note 18, “Assets Held for Sale.” Inventories consist of the following, as of the dates indicated (in thousands): September 30, 2023 December 31, 2022 Raw materials and packaging $ 107,226 $ 126,947 Work-in-process 148,440 208,183 Finished goods 388,394 391,338 Inventories $ 644,060 $ 726,468 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, 2023 December 31, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 6,800 $ 4,722 $ 2,078 $ 6,800 $ 4,382 $ 2,418 Customer relationships 386,172 193,999 192,173 396,565 184,966 211,599 Total finite-lived intangible assets $ 392,972 $ 198,721 $ 194,251 $ 403,365 $ 189,348 $ 214,017 Indefinite-Lived Intangible Assets Goodwill $ 619,221 $ 619,241 Trademarks 1,458,757 1,574,140 Total indefinite-lived intangible assets $ 2,077,978 $ 2,193,381 Total goodwill and other intangible assets $ 2,272,229 $ 2,407,398 Amortization expense associated with finite-lived intangible assets was $5.2 million and $15.6 million for the third quarter and first three quarters of 2023, respectively, and $5.4 million and $16.0 million for the third quarter and first three quarters of 2022, respectively, and is recorded in operating expenses. We expect to recognize an additional $5.2 million of amortization expense associated with our finite-lived intangible assets during the remainder of fiscal 2023, and thereafter $20.4 million in each of fiscal 2024 and fiscal 2025 In connection with the divestiture of our Green Giant U.S. shelf-stable product line during the fourth quarter of 2023, we reclassified $115.3 million of indefinite-lived trademark intangible assets, $82.3 million of inventories and million of finite-lived customer relationship intangible assets to assets held for sale as of the end of the third quarter of 2023. We then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax, non-cash impairment charges of $132.9 million during the third quarter of 2023. See Note 18, “Assets Held for Sale,” and Note 19, “Subsequent Events.” During the third quarter of 2022, we reclassified the assets of our Back to Nature Back to Nature During the third quarter of 2023, we impaired brand assets relating to our Green Giant Back to Nature Goodwill and Other Intangible Assets |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Long-Term Debt | |
Long-Term Debt | (6) Long-Term Debt Long-term debt consists of the following, as of the dates indicated (in thousands): September 30, 2023 December 31, 2022 Revolving credit loans $ — $ 282,500 Tranche B term loans due 2026 550,625 671,625 5.25% senior notes due 2025 855,439 900,000 5.25% senior notes due 2027 550,000 550,000 8.00% senior secured notes due 2028 550,000 — Unamortized deferred debt financing costs (17,946) (13,196) Unamortized discount/premium (3,535) (1,880) Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 2,484,583 2,389,049 Current portion of long-term debt (555,439) (50,000) Long-term debt, net of unamortized deferred debt financing costs and discount/premium, and excluding current portion $ 1,929,144 $ 2,339,049 As of September 30, 2023, the aggregate contractual maturities of long-term debt were as follows (in thousands): Aggregate Contractual Maturities Fiscal year: 2023 remaining $ 555,439 2024 — 2025 300,000 2026 550,625 2027 550,000 Thereafter 550,000 Total $ 2,506,064 Senior Secured Credit Agreement. During the first quarter of 2023, we made a mandatory prepayment of $50.0 million principal amount of tranche B term loans with proceeds from the Back to Nature During the second quarter of 2023, we amended our credit agreement to transition the interest rate based on LIBOR available for borrowings under the credit agreement and related LIBOR-based mechanics to an interest rate based on SOFR and related SOFR-based mechanics, effective July 1, 2023. Prior to the transition to SOFR, interest under the tranche B term loan facility was determined based on alternative rates that we chose 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%. Effective July 1, 2023, 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 SOFR plus an applicable margin of 2.50%. As of September 30, 2023, the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $5.0 million, was $795.0 million. Proceeds of the revolving credit facility may be used for general corporate purposes, including acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria. The revolving credit facility matures on December 16, 2025. Prior to the transition to SOFR, interest under the revolving credit facility, including any outstanding letters of credit, was determined based on alternative rates that we chose 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. Effective July 1, 2023, 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 SOFR 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 SOFR (previously 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 SOFR (previously 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 (other than a domestic subsidiary that is a holding company for one or more foreign 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. On June 28, 2022, we amended our credit agreement to temporarily increase the maximum consolidated leverage ratio permitted under our revolving credit facility. The amendment provides that our maximum consolidated leverage ratio (defined as the ratio, determined on a pro forma basis, of our consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA (as defined in the credit agreement) before share-based compensation for such period), increased from 7.00 to 1.00 to 7.50 to 1.00 for the quarter ended July 2, 2022, and then increased to 8.00 to 1.00 for the quarter ended October 1, 2022 through the quarter ending September 30, 2023. The maximum consolidated leverage ratio will decrease to 7.50 to 1.00 for the quarter ending December 30, 2023 before returning to 7.00 to 1.00 for the quarters ending March 30, 2024 and thereafter. We are also required to maintain a consolidated interest coverage ratio (defined as the ratio, determined on a pro forma basis, of our adjusted EBITDA (before share-based compensation) for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of at least 1.75 to 1.00. As of September 30, 2023, 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 then 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. We may redeem some or all of the 5.25% senior notes due 2025 at a redemption price of 100% of the principal amount 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. For example, during the second quarter of 2023, we repurchased $24.4 million aggregate principal amount of the 5.25% senior notes due 2025 in open market purchases at an average discounted repurchase price of 95.74% of such principal amount plus accrued and unpaid interest. This resulted in a pre-tax gain on extinguishment of debt in our second quarter of 2023 of $0.8 million, net of the accelerated amortization of deferred debt financing costs of $0.2 million, which is included in interest expense. As of September 30, 2023, $855.4 million aggregate principal amount of the 5.25% senior notes due 2025 remained outstanding. We used the net proceeds from the issuance of our 8.00% senior secured notes due 2028, together with cash on hand, to redeem $555.4 million aggregate principal amount of our 5.25% senior notes due 2025 on October 12, 2023 and to pay related fees and expenses. As of the date of this report, $300.0 million aggregate principal amount of the 5.25% senior notes due 2025 remain outstanding. 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 certain liens; certain sale-leaseback transactions; certain asset sales; 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 September 30, 2023, 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 102.625% of the principal amount beginning March 1, 2023 and thereafter at prices declining annually to 101.313% on March 1, 2024 and 100% on or after March 1, 2025, 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 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 certain liens; certain sale-leaseback transactions; certain asset sales; 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 September 30, 2023, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes due 2027. 8.00% Senior Secured Notes due 2028 The net proceeds from the offering were $538.3 million after deducting discounts, fees and expenses related to the offering. We used the net proceeds of the offering, together with cash on hand, to redeem $555.4 million aggregate principal amount of our 5.25% senior notes due 2025 on October 12, 2023 and to pay related fees and expenses. Interest on the 8.00% senior secured notes due 2028 is payable on March 15 and September 15 of each year, commencing March 15, 2024. The 8.00% senior secured notes due 2028 will mature on September 15, 2028, unless earlier retired or redeemed as described below. We may redeem some or all of the 8.00% senior secured notes due 2028 at a redemption price of 104.00% of the principal amount beginning September 15, 2025 and thereafter at prices declining annually to 102.00% on September 15, 2026 and 100.00% on or after September 15, 2027, in each case plus accrued and unpaid interest to (but not including) the date of redemption. We may redeem up to 40% of the aggregate principal amount of the 8.00% senior secured notes due 2028 prior to September 15, 2025 at a redemption price of 108.00% plus accrued and unpaid interest to (but not including) the date of redemption with the net proceeds from certain equity offerings. We may also redeem some or all of the 8.00% senior secured notes due 2028 at any time prior to September 15, 2025 at a redemption price equal to the make-whole amount set forth in the indenture plus accrued and unpaid interest to (but not including) the date of redemption. In addition, if we undergo a change of control, we may be required to offer to repurchase the 8.00% senior secured notes due 2028 at 101.00% of the aggregate principal amount, plus accrued and unpaid interest to (but not including) the date of repurchase. We may also, from time to time, seek to retire the 8.00% senior secured notes due 2028 through cash repurchases of the 8.00% senior secured notes due 2028 and/or exchanges of the 8.00% senior secured notes due 2028 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. The 8.00% senior secured notes due 2028 are our senior secured obligations and are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries). The 8.00% senior secured notes due 2028 have the same guarantors as our credit agreement. The 8.00% senior secured notes due 2028 and the related guarantees are secured by, subject to permitted liens, first-priority security interests in certain collateral (which generally includes most of our and our guarantors’ right or interest in or to property of any kind, except for our and our guarantors’ real property and certain intangible assets), which assets also secure (and will continue to secure) our credit agreement on a pari passu pari passu The indenture governing the 8.00% senior secured notes due 2028 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 certain liens; certain sale-leaseback transactions; certain asset sales; 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 September 30, 2023, we were in compliance with all of the covenants in the indenture governing the 8.00% senior secured notes due 2028. Subsidiary Guarantees. Accrued Interest |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ — $ — (1) $ 282,500 $ 282,500 (1) Tranche B term loans due 2026 549,118 (2) 540,195 (3) 668,532 (2) 636,777 (3) 5.25% senior notes due 2025 856,150 (4) 839,027 (3) 901,213 (4) 790,625 (3) 5.25% senior notes due 2027 550,000 459,250 (3) 550,000 420,558 (3) 8.00% senior secured notes due 2028 $ 547,261 (5) $ 547,945 (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 September 30, 2023 and December 31, 2022, the face amount of the tranche B term loans was $550.6 million and $671.6 million, respectively. (3) Fair values are estimated based on quoted market prices. (4) The carrying value of the 5.25% senior notes due 2025 includes a premium. At September 30, 2023 and December 31, 2022, the face amount of the 5.25% senior notes due 2025 was $855.4 million and $900.0 million, respectively. During the fourth quarter of 2023, we redeemed $555.4 million aggregate principal amount of our 5.25% senior notes due 2025. See Note 6, “Long-Term Debt,” and Note 19, “Subsequent Events,” for additional information. (5) The carrying value of 8.00% senior secured notes due 2028 includes a discount. At September 30, 2023, the face amount of 8.00% senior secured notes due 2028 was $550.0 million. There was no Level 3 activity during the third quarter or first three quarters of 2023 or 2022. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated Other Comprehensive Loss. | |
Accumulated Other Comprehensive Loss | (8) Accumulated Other Comprehensive Loss The reclassifications from accumulated other comprehensive loss (AOCL) for the third quarter and first three quarters of 2023 and 2022 were as follows (in thousands): Amounts Reclassified from AOCL Amounts Reclassified from AOCL Affected Line Item in Thirteen Weeks Ended Thirty-nine Weeks Ended the Statement Where September 30, October 1, September 30, October 1, Net Loss Details about AOCL Components 2023 2022 2023 2022 is Presented Defined benefit pension plan items Amortization of unrecognized (gain) loss $ (12) $ 27 $ (23) $ 81 See (1) below Accumulated other comprehensive (gain) loss before tax (12) 27 (23) 81 Total before tax Tax benefit (expense) 3 (7) 8 (20) Income tax benefit Total reclassification $ (9) $ 20 $ (15) $ 61 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 three quarters of 2023 were as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at December 31, 2022 $ 2,445 $ (11,794) $ (9,349) Other comprehensive income before reclassifications — 6,247 6,247 Amounts reclassified from AOCL (15) — (15) Net current period other comprehensive (loss) income (15) 6,247 6,232 Balance at September 30, 2023 $ 2,430 $ (5,547) $ (3,117) |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | (9) Stockholders’ Equity At-The-Market Equity Offering Program During the third quarter of 2023, we sold 6,332,846 shares of our common stock under our ATM equity offering program. We generated $75.3 million in gross proceeds, or $11.90 per share, from the sales and paid commissions to the sales agents of approximately $1.5 million and incurred other fees and expenses. We used a portion of the proceeds to repurchase $20.2 million aggregate principal amount of our 5.25% senior notes due 2025 in open market purchases at a discounted repurchase price of $19.5 million (or 96.92% of such principal amount) plus accrued and unpaid interest of $0.4 million. We used the remaining net proceeds to repay or redeem long-term debt and to pay offering fees and expenses. During the first quarter of 2022, we sold 112,353 shares of our common stock under the ATM equity offering program. We generated $3.3 million in gross proceeds, or $29.37 per share, from the sales and paid commissions to the sales agents of approximately $0.1 million. During the second quarter of 2022, we sold 2,739,568 shares of our common stock under the ATM equity offering program. We generated $63.2 million in gross proceeds, or $23.08 per share, from the sales and paid commissions to the sales agents of approximately $1.3 million and incurred other fees and expenses of approximately $0.1 million. During the third quarter of 2022, we sold 1,421 shares of our common stock under the ATM equity offering program. We generated less than $0.1 million in gross proceeds, or $22.16 per share, from the sales and paid commissions to the sales agents and incurred fees and expenses totaling less than $0.1 million. We used the net proceeds from shares sold under the ATM equity offering program during the first three quarters of 2022 to repay revolving credit loans, to pay offering fees and expenses, and for general corporate purposes. Future sales of shares, if any, under the ATM equity offering program will be made by means of transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including block trades and sales made in ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices. The timing and amount of any sales will be determined by a variety of factors considered by us. We intend to use the net proceeds from any future sales of our common stock under the ATM offering for general corporate purposes, which could include, among other things, repayment, refinancing, redemption or repurchase of long-term debt or possible acquisitions. As of September 30, 2023, 3,667,154 shares of our common stock remain authorized and available for issuance under our ATM equity offering program. Omnibus Incentive Compensation Plan. |
Pension Benefits
Pension Benefits | 9 Months Ended |
Sep. 30, 2023 | |
Pension Benefits | |
Pension Benefits | (10) Pension Benefits Company-Sponsored Defined Benefit Pension Plans . As of September 30, 2023, we had four company-sponsored defined benefit pension plans covering approximately 23% of our employees. Three of these defined benefit pension plans are for the benefit of certain of our union employees and one is for the benefit of salaried and certain hourly employees. The benefits in the salaried and hourly plan are based on each employee’s years of service and compensation, as defined. Newly hired employees are no longer eligible to participate in any of our four company-sponsored defined benefit pension plans. Net periodic pension cost for our four company-sponsored defined benefit pension plans for the third quarter and first three quarters of 2023 and 2022 includes the following components (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Service cost—benefits earned during the period $ 1,305 $ 2,191 $ 3,898 $ 6,679 Interest cost on projected benefit obligation 1,858 1,364 5,576 4,100 Expected return on plan assets (2,809) (3,236) (8,372) (9,709) Amortization of unrecognized (gain) loss (12) 27 (23) 81 Net periodic pension cost $ 342 $ 346 $ 1,079 $ 1,151 During the first three quarters of 2023, we made contributions to our company-sponsored defined benefit pension plans of $2.5 million, and during the first three quarters of 2022, we did not make any contributions to our company-sponsored defined benefit pension plans. We do not anticipate making any additional contributions during the remainder of fiscal 2023. Multi-Employer Defined Benefit Pension Plan . In connection with the closure and sale of the Portland, Maine manufacturing facility, we withdrew from participation in the plan during the fourth quarter of 2021. As a result, we are required to make monthly withdrawal liability payments to the plan over 20 years . These payments amount to approximately $0.9 million on an annual basis beginning March 1, 2022. Accordingly, the present value of the remaining payments amounting to $13.0 million as of September 30, 2023 is reflected as a liability on our unaudited consolidated balance sheet. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | (11) Leases Operating Leases and Finance Lease . We determine whether an arrangement is a lease at inception. We have operating and finance 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 ten 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. Our operating and finance leases are included in the accompanying unaudited consolidated balance sheets in the following line items (in thousands): September 30, December 31, 2023 2022 Right-of-use assets: Operating lease right-of-use assets $ 68,688 $ 65,809 Finance lease right-of-use assets 2,097 2,891 Total lease right-of-use assets $ 70,785 $ 68,700 Operating lease liabilities: Current portion of operating lease liabilities $ 15,213 $ 14,616 Long-term operating lease liabilities, net of current portion 53,785 51,727 Total operating lease liabilities $ 68,998 $ 66,343 Finance lease liabilities: Current portion of finance lease liabilities $ 1,063 $ 1,046 Long-term finance lease liabilities, net of current portion 996 1,795 Total finance lease liabilities $ 2,059 $ 2,841 The following table shows supplemental information related to leases (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 4,467 $ 4,311 $ 13,549 $ 12,505 Cash paid for amounts included in the measurement of finance lease liabilities $ 275 $ — $ 824 $ — The components of operating lease costs were as follows: Cost of goods sold $ 2,682 $ 2,720 $ 8,146 $ 7,569 Selling, general and administrative expenses 1,738 1,646 5,179 4,970 Total operating lease costs $ 4,420 $ 4,366 $ 13,325 $ 12,539 The components of finance lease costs were as follows: Depreciation of finance right-of-use assets $ 264 $ 264 $ 794 $ 373 Interest on finance lease liabilities 12 19 42 27 Total finance lease costs $ 276 $ 283 $ 836 $ 400 Total net lease costs $ 4,696 $ 4,649 $ 14,161 $ 12,939 Total rent expense was $5.0 million, including the operating lease costs of $4.4 million stated above, for the third quarter of 2023 and $15.1 million, including the operating lease costs of $13.3 million stated above, for the first three quarters of 2023. Total rent expense was $4.9 million, including the operating lease costs of $4.4 million stated above, for the third quarter of 2022 and $14.0 million, including the operating lease costs of $12.5 million stated above, for the first three quarters of 2022. Because none of our operating or finance leases 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 weighted average lease term and weighted average discount rate for our ROU assets: September 30, December 31, 2023 2022 Weighted average remaining lease term (years) Operating leases 5.2 5.3 Finance lease 2.0 2.7 Weighted average discount rate Operating leases 3.57% 2.72% Finance lease 2.30% 2.30% As of September 30, 2023, the maturities of lease liabilities were as follows (in thousands): Operating Leases Finance Lease Total Maturities of Lease Liabilities Fiscal year: 2023 remaining $ 4,276 $ 275 $ 4,551 2024 17,435 1,099 18,534 2025 17,241 732 17,973 2026 12,691 — 12,691 2027 8,892 — 8,892 Thereafter 15,192 — 15,192 Total undiscounted future minimum lease payments 75,727 2,106 77,833 Less: Imputed interest (6,729) (47) (6,776) Total present value of future lease liabilities $ 68,998 $ 2,059 $ 71,057 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | (12) Commitments and Contingencies Legal Proceedings. Environmental. Collective Bargaining Agreements As of the date of this report, two of our collective bargaining agreements are scheduled to expire in the next twelve months. The collective bargaining agreement for our Brooklyn, New York facility, which covers approximately 41 employees, is scheduled to expire on December 31, 2023, and the collective bargaining agreement for our Terre Haute, Indiana facility, which covers approximately 109 employees, is scheduled to expire on March 30, 2024. 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 Brooklyn or Terre Haute 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. |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Loss per Share | |
Loss per Share | (13) Loss per Share Basic loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding. Diluted loss per share is calculated by dividing net loss 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 third quarter of 2022, there were 827,730 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 antidilutive on diluted loss per share. Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Weighted average shares outstanding: Basic 74,427,869 71,670,121 72,814,702 70,068,018 Net effect of potentially dilutive share-based compensation awards (1) — 347,970 — 372,415 Diluted 74,427,869 72,018,091 72,814,702 70,440,433 (1) For the third quarter and first three quarters of 2023, there are no potentially dilutive share-based compensation awards included in the calculation of diluted weighted average common shares outstanding, as their effect was antidilutive. |
Business and Credit Concentrati
Business and Credit Concentrations and Geographic Information | 9 Months Ended |
Sep. 30, 2023 | |
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 61.0% and 60.3% of consolidated net sales for the first three quarters of 2023 and 2022, respectively. Other than Walmart, which accounted for approximately 29.1% and 27.6% of our consolidated net sales for the first three quarters of 2023 and 2022, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first three quarters of 2023 or 2022. Our top ten customers accounted for approximately 60.1% and 60.3% of our consolidated trade accounts receivables as of September 30, 2023 and December 31, 2022, respectively. Other than Walmart, which accounted for approximately 28.4% and 30.6% of our consolidated trade accounts receivables as of September 30, 2023 and December 31, 2022, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of September 30, 2023, 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 three quarters of 2023 and 2022, our sales to customers in foreign countries represented approximately 8.7% and 8.2%, respectively, of net sales. Our foreign sales are primarily to customers in Canada. |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payments | (15) Share-Based Payments The following table details our stock option activity for the first three quarters of fiscal 2023 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at December 31, 2022 820,141 $ 31.38 6.24 $ — Granted 949,995 $ 20.00 Exercised — $ — Forfeited — $ — Expired (24,386) $ 37.04 Outstanding at September 30, 2023 1,745,750 $ 25.11 7.69 $ — Exercisable at September 30, 2023 566,873 $ 30.05 4.86 $ — The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following assumptions. Expected volatility was based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The expected term of the options granted represents the period of time that options were expected to be outstanding and is generally based on the “simplified method” in accordance with accounting guidance. We generally utilize the simplified method to determine the expected term of the options as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. However, a portion of the options granted during the first quarter of 2023 were granted with exercise prices significantly above the closing price on the date of grant. For those options, we modified the method for determining the expected term and adjusted to or towards the full remaining contractual life. The risk-free interest rate for the expected term of options is based on the U.S. Treasury implied yield at the date of grant. The assumptions used in the Black-Scholes option-pricing model for options granted during the first three quarters of 2023 and 2022 were as follows: 2023 2022 Weighted average grant date fair value $ 2.71 $ 3.73 Expected volatility 39.6% - 43.3% 39.5% Expected term 5.5 years - 8.3 years 5.5 years Risk-free interest rate 3.6% - 3.7% 3.0% Dividend yield 5.4% - 5.9% 8.5% The following table details the activity in our performance share long-term incentive awards (LTIAs) for the first three quarters of 2023: Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Outstanding at December 31, 2022 1,072,274 $ 20.26 Granted 998,191 $ 13.00 Vested (360,926) $ 10.84 Forfeited (102,771) $ 29.32 Outstanding at September 30, 2023 1,606,768 $ 17.29 (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., 233.333% or 300% , as applicable, 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 three quarters of 2023: Weighted Average Number of Shares Grant Date Fair Value of Restricted Stock (per share) (1) Outstanding at December 31, 2022 83,294 $ 26.51 Granted 329,821 $ 15.17 Vested (40,944) $ 24.66 Forfeited (2,598) $ 18.63 Outstanding at September 30, 2023 369,573 $ 16.65 (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 third quarter and first three quarters of 2023 and 2022 upon the vesting of performance share LTIAs, the exercise of stock options, the issuance of restricted stock and other share-based compensation net of cancellations: Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Number of performance shares vested — — 360,926 337,284 Shares withheld for tax withholding — — (131,803) (125,152) Shares of common stock issued for performance share LTIAs — — 229,123 212,132 Shares of common stock issued upon the exercise of stock options — — — 2,227 Shares of common stock issued to non-employee directors for annual equity grants — — 81,531 46,773 Shares of restricted common stock issued to employees — — 329,821 49,444 Shares of restricted stock withheld and cancelled for tax withholding upon vesting — (468) (14,448) (12,589) Shares of restricted stock cancelled upon forfeiture — (1,067) (2,598) (2,748) Net shares of common stock issued — (1,535) 623,429 295,239 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 third quarter and first three quarters of 2023 and 2022 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, Consolidated Statements of Operations Location 2023 2022 2023 2022 Compensation expense included in cost of goods sold $ 526 $ 95 $ 1,260 $ 534 Compensation expense included in selling, general and administrative expenses 1,625 641 4,192 2,450 Total compensation expense for share-based payments $ 2,151 $ 736 $ 5,452 $ 2,984 As of September 30, 2023, there was $9.2 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2.3 years, $4.5 million of unrecognized compensation expense related to restricted stock, which is expected to be recognized over the next 2.5 years, and $2.6 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 4.3 years. |
Net Sales by Brand
Net Sales by Brand | 9 Months Ended |
Sep. 30, 2023 | |
Net Sales by Brand | |
Net Sales by Brand | (16) Net Sales by Brand The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Brand: (1)(2) Crisco $ 82,370 $ 98,508 $ 221,821 $ 249,440 Clabber Girl (3) 34,024 25,883 88,959 65,973 Back to Nature (4) 1,838 11,922 5,302 39,228 All Other Specialty Brands Total 60,474 58,178 179,084 173,444 Specialty Brands Total 178,706 194,491 495,166 528,085 Green Giant (5) 69,987 81,790 239,171 262,188 Green Giant 31,142 32,037 78,702 82,599 Green Giant Le Sueur 9,927 10,511 27,151 27,907 Frozen & Vegetables Brands Total 111,056 124,338 345,024 372,694 Ortega 36,896 38,551 110,973 116,935 Maple Grove Farms of Vermont 20,063 19,588 64,565 62,874 Cream of Wheat 17,674 18,322 55,920 56,589 All Other Meals Brands Total 41,515 41,973 120,782 119,524 Meals Brands Total 116,148 118,434 352,240 355,922 Spices & Seasonings (6) 70,330 63,074 204,969 193,694 Dash 14,498 15,666 49,308 49,922 All Other Spices & Flavor Solutions Brands 11,996 12,393 37,478 39,451 Spices & Flavor Solutions Brands Total 96,824 91,133 291,755 283,067 Total Net Sales $ 502,734 $ 528,396 $ 1,484,185 $ 1,539,768 (1) Table includes net sales for each of our brands whose net sales for the first three quarters of 2023 or 2022 equaled or exceeded 3% of our total net sales for those periods, and for all other brands in the aggregate by category. (2) Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice net sales attributable to the brand. (3) 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. (4) We completed the Back to Nature sale on January 3, 2023. See Note 3, “Acquisitions and Divestitures.” Net sales for the third quarter and first three quarters of 2023 includes net sales of certain Back to Nature products not part of the divestiture that we will soon transition to another brand name. (5) For the third quarter and first three quarters of 2023, includes net sales from the Yuma acquisition, which was completed on May 5, 2022. See Note 3, “Acquisitions and Divestitures.” (6) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016, as well as more recent spices & seasonings products launched and sold under license. Does not include net sales for Dash and our other legacy spices & seasonings brands. |
Sale of Portland, Maine Manufac
Sale of Portland, Maine Manufacturing Facility | 9 Months Ended |
Sep. 30, 2023 | |
Sale of Portland, Maine Manufacturing Facility | |
Sale of Portland, Maine Manufacturing Facility | (17) Sale of Portland, Maine Manufacturing Facility During the first quarter of 2022, we completed the sale of our Portland, Maine manufacturing facility and 13.5 acre property and separately sold certain equipment that had been used at the facility. We received sales proceeds for the property and the equipment of approximately $11.1 million in the aggregate and recognized a gain of $7.1 million, which is recorded in “Gain on sales of assets” in the accompanying unaudited consolidated statements of operations. The positive impact during the first quarter of 2022 of the gain on sales was partially offset by approximately $2.2 million of expenses incurred during the first quarter of 2022 relating to the closure of the facility and the transfer of manufacturing operations, resulting in a net benefit of $4.9 million from the gain on sale. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2023 | |
Assets Held for Sale. | |
Assets Held for Sale | (18) Assets Held for Sale During the third quarter of 2023, we reclassified $201.8 million of assets related to our Green Giant Green Giant The following table sets forth the assets held for sale at September 30, 2023 relating to the sale of the Green Giant September 30, 2023 Trademarks — indefinite-lived intangible assets $ 115,340 Customer relationships — finite-lived intangible assets 4,111 Inventories 82,321 Assets held for sale before impairments 201,772 Impairments of assets held for sale (132,949) Assets held for sale $ 68,823 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | (19) Subsequent Events Partial Redemption of 5.25% Senior Notes due 2025; Revolving Credit Facility Borrowings. Late in the third quarter of 2023, we used a portion of the net proceeds of the 8.00% senior secured notes offering to temporarily repay all outstanding revolving loans under our credit agreement pending the partial redemption date for the 5.25% senior notes due 2025. We therefore reborrowed those net proceeds under our revolving credit agreement on October 12, 2023 in connection with the partial redemption of the 5.25% senior notes due 2025. Following the partial redemption and as of November 8, 2023, $300.0 million aggregate principal amount of the 5.25% senior notes due 2025 remain outstanding and $300.0 million aggregate principal amount of revolving loans are outstanding under our credit agreement. Divestiture of Green Giant U.S. Shelf-Stable Product Line. Green Giant Green Giant Green Giant Le Sueur Green Giant Green Giant Green Giant Green Giant |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 . Generally, in a 53 -week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending December 30, 2023 (fiscal 2023) and our fiscal year ended December 31, 2022 (fiscal 2022) each contains 52 weeks. Each quarter of fiscal 2023 and 2022 contains 13 weeks. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 30, 2023 (third quarter and first three quarters of 2023) and October 1, 2022 (third quarter and first three quarters of 2022) 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 September 30, 2023, and the results of our operations, comprehensive loss, changes in stockholders’ equity and cash flows for the third quarter and first three quarters of 2023 and 2022. Our results of operations for the third quarter and first three quarters of 2023 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 2022 filed with the SEC on February 28, 2023 (which we refer to as our 2022 Annual Report on Form 10-K). |
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. |
Recently Issued Accounting Standards - Pending Adoption | Recently Issued Accounting Standards – Pending Adoption In October 2021, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) which provides an exception to fair value measurement for revenue contracts acquired in business combinations. This ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2022. We currently expect to adopt the standard for any business combinations that occur in fiscal 2023 or after. Currently, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. |
Acquisitions and Divestiture (T
Acquisitions and Divestiture (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Acquisitions and Divestitures | |
Schedule of divestiture | January 3, 2023 Cash received $ 51,414 Less: Assets sold: Trademarks — indefinite-lived intangible assets 109,900 Goodwill 29,500 Customer relationships — finite-lived intangible assets 11,025 Inventories 7,323 Impairment of assets held for sale (106,434) Total assets sold 51,314 Expenses of sale 185 Pre-tax loss on sale of assets $ (85) |
Yuma Acquisition | |
Acquisitions and Divestitures | |
Schedule of allocation of purchase price to the estimated fair value of the net assets acquired | Purchase Price Allocation (in thousands): May 5, 2022 Inventories $ 3,342 Prepaid expenses and other current assets 187 Property, plant and equipment, net 12,508 Operating lease right-of-use assets 12,770 Finance lease right-of-use assets 3,529 Other intangible assets, net 4,483 Current portion of operating lease liabilities (1,624) Current portion of finance lease liabilities (1,035) Long-term operating lease liabilities, net of current portion (8,756) Long-term finance lease liabilities, net of current portion (2,493) Goodwill 4,379 Total purchase price (paid in cash) $ 27,290 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventories | |
Summary of Inventories | Inventories consist of the following, as of the dates indicated (in thousands): September 30, 2023 December 31, 2022 Raw materials and packaging $ 107,226 $ 126,947 Work-in-process 148,440 208,183 Finished goods 388,394 391,338 Inventories $ 644,060 $ 726,468 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, 2023 December 31, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 6,800 $ 4,722 $ 2,078 $ 6,800 $ 4,382 $ 2,418 Customer relationships 386,172 193,999 192,173 396,565 184,966 211,599 Total finite-lived intangible assets $ 392,972 $ 198,721 $ 194,251 $ 403,365 $ 189,348 $ 214,017 Indefinite-Lived Intangible Assets Goodwill $ 619,221 $ 619,241 Trademarks 1,458,757 1,574,140 Total indefinite-lived intangible assets $ 2,077,978 $ 2,193,381 Total goodwill and other intangible assets $ 2,272,229 $ 2,407,398 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consists of the following, as of the dates indicated (in thousands): September 30, 2023 December 31, 2022 Revolving credit loans $ — $ 282,500 Tranche B term loans due 2026 550,625 671,625 5.25% senior notes due 2025 855,439 900,000 5.25% senior notes due 2027 550,000 550,000 8.00% senior secured notes due 2028 550,000 — Unamortized deferred debt financing costs (17,946) (13,196) Unamortized discount/premium (3,535) (1,880) Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 2,484,583 2,389,049 Current portion of long-term debt (555,439) (50,000) Long-term debt, net of unamortized deferred debt financing costs and discount/premium, and excluding current portion $ 1,929,144 $ 2,339,049 |
Schedule of aggregate contractual maturities of long-term debt | Aggregate Contractual Maturities Fiscal year: 2023 remaining $ 555,439 2024 — 2025 300,000 2026 550,625 2027 550,000 Thereafter 550,000 Total $ 2,506,064 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ — $ — (1) $ 282,500 $ 282,500 (1) Tranche B term loans due 2026 549,118 (2) 540,195 (3) 668,532 (2) 636,777 (3) 5.25% senior notes due 2025 856,150 (4) 839,027 (3) 901,213 (4) 790,625 (3) 5.25% senior notes due 2027 550,000 459,250 (3) 550,000 420,558 (3) 8.00% senior secured notes due 2028 $ 547,261 (5) $ 547,945 (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 September 30, 2023 and December 31, 2022, the face amount of the tranche B term loans was $550.6 million and $671.6 million, respectively. (3) Fair values are estimated based on quoted market prices. (4) The carrying value of the 5.25% senior notes due 2025 includes a premium. At September 30, 2023 and December 31, 2022, the face amount of the 5.25% senior notes due 2025 was $855.4 million and $900.0 million, respectively. During the fourth quarter of 2023, we redeemed $555.4 million aggregate principal amount of our 5.25% senior notes due 2025. See Note 6, “Long-Term Debt,” and Note 19, “Subsequent Events,” for additional information. (5) The carrying value of 8.00% senior secured notes due 2028 includes a discount. At September 30, 2023, the face amount of 8.00% senior secured notes due 2028 was $550.0 million. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated Other Comprehensive Loss. | |
Schedule of reclassification from accumulated other comprehensive loss | The reclassifications from accumulated other comprehensive loss (AOCL) for the third quarter and first three quarters of 2023 and 2022 were as follows (in thousands): Amounts Reclassified from AOCL Amounts Reclassified from AOCL Affected Line Item in Thirteen Weeks Ended Thirty-nine Weeks Ended the Statement Where September 30, October 1, September 30, October 1, Net Loss Details about AOCL Components 2023 2022 2023 2022 is Presented Defined benefit pension plan items Amortization of unrecognized (gain) loss $ (12) $ 27 $ (23) $ 81 See (1) below Accumulated other comprehensive (gain) loss before tax (12) 27 (23) 81 Total before tax Tax benefit (expense) 3 (7) 8 (20) Income tax benefit Total reclassification $ (9) $ 20 $ (15) $ 61 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 three quarters of 2023 were as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at December 31, 2022 $ 2,445 $ (11,794) $ (9,349) Other comprehensive income before reclassifications — 6,247 6,247 Amounts reclassified from AOCL (15) — (15) Net current period other comprehensive (loss) income (15) 6,247 6,232 Balance at September 30, 2023 $ 2,430 $ (5,547) $ (3,117) |
Pension Benefits (Tables)
Pension Benefits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 third quarter and first three quarters of 2023 and 2022 includes the following components (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Service cost—benefits earned during the period $ 1,305 $ 2,191 $ 3,898 $ 6,679 Interest cost on projected benefit obligation 1,858 1,364 5,576 4,100 Expected return on plan assets (2,809) (3,236) (8,372) (9,709) Amortization of unrecognized (gain) loss (12) 27 (23) 81 Net periodic pension cost $ 342 $ 346 $ 1,079 $ 1,151 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of operating leases and finance leases on the balance sheets | Our operating and finance leases are included in the accompanying unaudited consolidated balance sheets in the following line items (in thousands): September 30, December 31, 2023 2022 Right-of-use assets: Operating lease right-of-use assets $ 68,688 $ 65,809 Finance lease right-of-use assets 2,097 2,891 Total lease right-of-use assets $ 70,785 $ 68,700 Operating lease liabilities: Current portion of operating lease liabilities $ 15,213 $ 14,616 Long-term operating lease liabilities, net of current portion 53,785 51,727 Total operating lease liabilities $ 68,998 $ 66,343 Finance lease liabilities: Current portion of finance lease liabilities $ 1,063 $ 1,046 Long-term finance lease liabilities, net of current portion 996 1,795 Total finance lease liabilities $ 2,059 $ 2,841 |
Schedule of supplemental information related to leases | The following table shows supplemental information related to leases (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 4,467 $ 4,311 $ 13,549 $ 12,505 Cash paid for amounts included in the measurement of finance lease liabilities $ 275 $ — $ 824 $ — The components of operating lease costs were as follows: Cost of goods sold $ 2,682 $ 2,720 $ 8,146 $ 7,569 Selling, general and administrative expenses 1,738 1,646 5,179 4,970 Total operating lease costs $ 4,420 $ 4,366 $ 13,325 $ 12,539 The components of finance lease costs were as follows: Depreciation of finance right-of-use assets $ 264 $ 264 $ 794 $ 373 Interest on finance lease liabilities 12 19 42 27 Total finance lease costs $ 276 $ 283 $ 836 $ 400 Total net lease costs $ 4,696 $ 4,649 $ 14,161 $ 12,939 |
Schedule of weighted average remaining lease term and weighted average discount rate | The following table shows the weighted average lease term and weighted average discount rate for our ROU assets: September 30, December 31, 2023 2022 Weighted average remaining lease term (years) Operating leases 5.2 5.3 Finance lease 2.0 2.7 Weighted average discount rate Operating leases 3.57% 2.72% Finance lease 2.30% 2.30% |
Future minimum lease payments under operating leases | Operating Leases Finance Lease Total Maturities of Lease Liabilities Fiscal year: 2023 remaining $ 4,276 $ 275 $ 4,551 2024 17,435 1,099 18,534 2025 17,241 732 17,973 2026 12,691 — 12,691 2027 8,892 — 8,892 Thereafter 15,192 — 15,192 Total undiscounted future minimum lease payments 75,727 2,106 77,833 Less: Imputed interest (6,729) (47) (6,776) Total present value of future lease liabilities $ 68,998 $ 2,059 $ 71,057 |
Future minimum lease payments under finance leases | Operating Leases Finance Lease Total Maturities of Lease Liabilities Fiscal year: 2023 remaining $ 4,276 $ 275 $ 4,551 2024 17,435 1,099 18,534 2025 17,241 732 17,973 2026 12,691 — 12,691 2027 8,892 — 8,892 Thereafter 15,192 — 15,192 Total undiscounted future minimum lease payments 75,727 2,106 77,833 Less: Imputed interest (6,729) (47) (6,776) Total present value of future lease liabilities $ 68,998 $ 2,059 $ 71,057 |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loss per Share | |
Schedule of calculations related to basic and diluted loss per share | Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Weighted average shares outstanding: Basic 74,427,869 71,670,121 72,814,702 70,068,018 Net effect of potentially dilutive share-based compensation awards (1) — 347,970 — 372,415 Diluted 74,427,869 72,018,091 72,814,702 70,440,433 (1) For the third quarter and first three quarters of 2023, there are no potentially dilutive share-based compensation awards included in the calculation of diluted weighted average common shares outstanding, as their effect was antidilutive. |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table details our stock option activity for the first three quarters of fiscal 2023 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at December 31, 2022 820,141 $ 31.38 6.24 $ — Granted 949,995 $ 20.00 Exercised — $ — Forfeited — $ — Expired (24,386) $ 37.04 Outstanding at September 30, 2023 1,745,750 $ 25.11 7.69 $ — Exercisable at September 30, 2023 566,873 $ 30.05 4.86 $ — |
Schedule of stock options, valuation assumption | 2023 2022 Weighted average grant date fair value $ 2.71 $ 3.73 Expected volatility 39.6% - 43.3% 39.5% Expected term 5.5 years - 8.3 years 5.5 years Risk-free interest rate 3.6% - 3.7% 3.0% Dividend yield 5.4% - 5.9% 8.5% |
Schedule of non-vested performance share LTIAs | Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Outstanding at December 31, 2022 1,072,274 $ 20.26 Granted 998,191 $ 13.00 Vested (360,926) $ 10.84 Forfeited (102,771) $ 29.32 Outstanding at September 30, 2023 1,606,768 $ 17.29 (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., 233.333% or 300% , as applicable, of the target number of performance shares). (2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes), reduced by the present value of expected dividends using the risk-free interest-rate, as the award holders are not entitled to dividends or dividend equivalents during the vesting period. |
Schedule of restricted stock activity | Weighted Average Number of Shares Grant Date Fair Value of Restricted Stock (per share) (1) Outstanding at December 31, 2022 83,294 $ 26.51 Granted 329,821 $ 15.17 Vested (40,944) $ 24.66 Forfeited (2,598) $ 18.63 Outstanding at September 30, 2023 369,573 $ 16.65 (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 Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Number of performance shares vested — — 360,926 337,284 Shares withheld for tax withholding — — (131,803) (125,152) Shares of common stock issued for performance share LTIAs — — 229,123 212,132 Shares of common stock issued upon the exercise of stock options — — — 2,227 Shares of common stock issued to non-employee directors for annual equity grants — — 81,531 46,773 Shares of restricted common stock issued to employees — — 329,821 49,444 Shares of restricted stock withheld and cancelled for tax withholding upon vesting — (468) (14,448) (12,589) Shares of restricted stock cancelled upon forfeiture — (1,067) (2,598) (2,748) Net shares of common stock issued — (1,535) 623,429 295,239 |
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 third quarter and first three quarters of 2023 and 2022 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, Consolidated Statements of Operations Location 2023 2022 2023 2022 Compensation expense included in cost of goods sold $ 526 $ 95 $ 1,260 $ 534 Compensation expense included in selling, general and administrative expenses 1,625 641 4,192 2,450 Total compensation expense for share-based payments $ 2,151 $ 736 $ 5,452 $ 2,984 |
Net Sales by Brand (Tables)
Net Sales by Brand (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Net Sales by Brand | |
Schedule of net sales by brand | The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Brand: (1)(2) Crisco $ 82,370 $ 98,508 $ 221,821 $ 249,440 Clabber Girl (3) 34,024 25,883 88,959 65,973 Back to Nature (4) 1,838 11,922 5,302 39,228 All Other Specialty Brands Total 60,474 58,178 179,084 173,444 Specialty Brands Total 178,706 194,491 495,166 528,085 Green Giant (5) 69,987 81,790 239,171 262,188 Green Giant 31,142 32,037 78,702 82,599 Green Giant Le Sueur 9,927 10,511 27,151 27,907 Frozen & Vegetables Brands Total 111,056 124,338 345,024 372,694 Ortega 36,896 38,551 110,973 116,935 Maple Grove Farms of Vermont 20,063 19,588 64,565 62,874 Cream of Wheat 17,674 18,322 55,920 56,589 All Other Meals Brands Total 41,515 41,973 120,782 119,524 Meals Brands Total 116,148 118,434 352,240 355,922 Spices & Seasonings (6) 70,330 63,074 204,969 193,694 Dash 14,498 15,666 49,308 49,922 All Other Spices & Flavor Solutions Brands 11,996 12,393 37,478 39,451 Spices & Flavor Solutions Brands Total 96,824 91,133 291,755 283,067 Total Net Sales $ 502,734 $ 528,396 $ 1,484,185 $ 1,539,768 (1) Table includes net sales for each of our brands whose net sales for the first three quarters of 2023 or 2022 equaled or exceeded 3% of our total net sales for those periods, and for all other brands in the aggregate by category. (2) Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice net sales attributable to the brand. (3) 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. (4) We completed the Back to Nature sale on January 3, 2023. See Note 3, “Acquisitions and Divestitures.” Net sales for the third quarter and first three quarters of 2023 includes net sales of certain Back to Nature products not part of the divestiture that we will soon transition to another brand name. (5) For the third quarter and first three quarters of 2023, includes net sales from the Yuma acquisition, which was completed on May 5, 2022. See Note 3, “Acquisitions and Divestitures.” (6) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016, as well as more recent spices & seasonings products launched and sold under license. Does not include net sales for Dash and our other legacy spices & seasonings brands. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Assets Held for Sale. | |
Schedule of assets held for sale | The following table sets forth the assets held for sale at September 30, 2023 relating to the sale of the Green Giant September 30, 2023 Trademarks — indefinite-lived intangible assets $ 115,340 Customer relationships — finite-lived intangible assets 4,111 Inventories 82,321 Assets held for sale before impairments 201,772 Impairments of assets held for sale (132,949) Assets held for sale $ 68,823 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Fiscal Year (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jan. 01, 2022 | |
Fiscal Year | ||
Number of weeks in fiscal period | 364 days | |
Number of weeks in each fiscal quarter | 91 days | 98 days |
Number of weeks in fourth fiscal quarter | 371 days | |
Minimum | ||
Fiscal Year | ||
Number of years between 53 week fiscal years | 5 years | |
Maximum | ||
Fiscal Year | ||
Number of years between 53 week fiscal years | 6 years |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 05, 2022 USD ($) employee |
Allocation: | |||
Goodwill | $ 619,221 | $ 619,241 | |
Yuma Acquisition | |||
Acquisitions and Divestitures | |||
Number of employees transfer to company | employee | 160 | ||
Allocation: | |||
Inventories | $ 3,342 | ||
Prepaid expenses and other current assets | 187 | ||
Property, plant and equipment, net | 12,508 | ||
Operating lease right-of-use assets | 12,770 | ||
Finance lease right-of-use assets | 3,529 | ||
Other intangible assets, net | 4,483 | ||
Current portion of operating lease liabilities | (1,624) | ||
Current portion of finance lease liabilities | (1,035) | ||
Long-term operating lease liabilities, net of current portion | (8,756) | ||
Long-term finance lease liabilities, net of current portion | (2,493) | ||
Goodwill | 4,379 | ||
Total purchase price (paid in cash) | $ 27,290 |
Acquisitions - Back to Nature D
Acquisitions - Back to Nature Divestiture (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Jan. 03, 2023 | Apr. 01, 2023 | Dec. 31, 2022 | Oct. 01, 2022 | Sep. 30, 2022 | Dec. 15, 2022 | |
Acquisitions and Divestitures | ||||||
Total assets sold | $ 51,300 | |||||
Pre-tax loss on sale of assets | $ (100) | |||||
Back to Nature brand | ||||||
Acquisitions and Divestitures | ||||||
Goodwill and Intangible Asset Impairment | $ 103,600 | |||||
Valuation allowance recorded against deferred tax asset | $ 14,700 | |||||
Back to Nature brand | Disposal group, Held for sale | ||||||
Acquisitions and Divestitures | ||||||
Cash received | 51,414 | $ 51,400 | ||||
Goodwill | 29,500 | |||||
Inventories | 7,323 | |||||
Impairment of assets held for sale | (106,434) | |||||
Total assets sold | 51,314 | |||||
Expenses of sale | 185 | |||||
Pre-tax loss on sale of assets | (85) | |||||
Intangible Assets Gross Including Goodwill | 157,700 | |||||
Goodwill and Intangible Asset Impairment | $ (103,600) | |||||
Asset Impairment Charges | $ 2,800 | |||||
Back to Nature brand | Disposal group, Held for sale | Customer relationships | ||||||
Acquisitions and Divestitures | ||||||
Intangible assets | 11,025 | |||||
Back to Nature brand | Disposal group, Held for sale | Trademarks | ||||||
Acquisitions and Divestitures | ||||||
Intangible assets | $ 109,900 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventories | ||
Reclassification of inventories to assets held for sale | $ 82,300 | |
Raw materials and packaging | 107,226 | $ 126,947 |
Work-in-process | 148,440 | 208,183 |
Finished goods | 388,394 | 391,338 |
Inventories | $ 644,060 | $ 726,468 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Goodwill and Other Intangible Assets | |||||
Amortization expense | $ 5,197 | $ 5,427 | $ 15,649 | $ 16,009 | |
Amortizable Intangible Assets | |||||
Finite-Lived Intangible Assets, Gross | 392,972 | 392,972 | $ 403,365 | ||
Accumulated Amortization | 198,721 | 198,721 | 189,348 | ||
Net Carrying Amount | 194,251 | 194,251 | 214,017 | ||
Unamortizable Intangible Assets | |||||
Goodwill | 619,221 | 619,221 | 619,241 | ||
Total indefinite-lived intangible assets | 2,077,978 | 2,077,978 | 2,193,381 | ||
Indefinite-Lived Intangible Assets, including Goodwill | 2,272,229 | 2,272,229 | 2,407,398 | ||
Future amortization expense | |||||
Remainder of fiscal 2023 | 5,200 | 5,200 | |||
2024 | 20,400 | 20,400 | |||
2025 | 20,400 | 20,400 | |||
2026 | 19,700 | 19,700 | |||
2027 | 14,800 | 14,800 | |||
2028 | 12,900 | 12,900 | |||
Trademarks | |||||
Unamortizable Intangible Assets | |||||
Unamortizable intangible assets excluding goodwill | 1,458,757 | 1,458,757 | 1,574,140 | ||
Trademarks | |||||
Amortizable Intangible Assets | |||||
Finite-Lived Intangible Assets, Gross | 6,800 | 6,800 | 6,800 | ||
Accumulated Amortization | 4,722 | 4,722 | 4,382 | ||
Net Carrying Amount | 2,078 | 2,078 | 2,418 | ||
Customer Relationship Intangibles | |||||
Amortizable Intangible Assets | |||||
Finite-Lived Intangible Assets, Gross | 386,172 | 386,172 | 396,565 | ||
Accumulated Amortization | 193,999 | 193,999 | 184,966 | ||
Net Carrying Amount | $ 192,173 | $ 192,173 | $ 211,599 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Green Giant U.S And Back to Nature Business (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2022 | |
Back to Nature brand | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Non-cash impairment charges | $ 103.6 | ||
Green Giant U.S | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Non-cash impairment charges | $ 132.9 | ||
Disposed | Back to Nature brand | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Non-cash impairment charges | $ (103.6) | ||
Disposed | Back to Nature brand | Goodwill [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | 29.5 | ||
Disposed | Back to Nature brand | Inventories [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | 7.4 | ||
Disposed | Back to Nature brand | Customer Relationship Intangibles | Finite-Lived Intangible Assets [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | 11 | ||
Disposed | Back to Nature brand | Trademarks | Indefinite-Lived Intangible Assets [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 109.9 | ||
Discontinued Operations, Held-for-sale | Green Giant U.S | Inventories [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | 82.3 | ||
Discontinued Operations, Held-for-sale | Green Giant U.S | Customer Relationship Intangibles | Finite-Lived Intangible Assets [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | 4.1 | ||
Discontinued Operations, Held-for-sale | Green Giant U.S | Trademarks | Indefinite-Lived Intangible Assets [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 115.3 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Nov. 08, 2023 | Nov. 03, 2023 | Oct. 12, 2023 | Oct. 10, 2023 | Sep. 30, 2023 | Sep. 26, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | Sep. 26, 2019 | Nov. 20, 2017 | Apr. 03, 2017 |
Information related to long-term debt | |||||||||||
Outstanding principal | $ 2,506,064 | ||||||||||
Unamortized deferred debt financing costs | (17,946) | $ (13,196) | |||||||||
Unamortized discount/premium | (3,535) | (1,880) | |||||||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | 2,484,583 | 2,389,049 | |||||||||
Current portion of long-term debt | (555,439) | (50,000) | |||||||||
Long-term debt, net of unamortized deferred debt financing costs and discount/premium, and excluding current portion | 1,929,144 | 2,339,049 | |||||||||
Revolving credit loans | |||||||||||
Information related to long-term debt | |||||||||||
Outstanding principal | 282,500 | ||||||||||
Tranche B Term Loan 2026 | |||||||||||
Information related to long-term debt | |||||||||||
Outstanding principal | 550,625 | 671,625 | |||||||||
5.25% senior notes due 2025 | |||||||||||
Information related to long-term debt | |||||||||||
Outstanding principal | $ 855,439 | $ 900,000 | |||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | |||||
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% | ||||||||
8.00% senior secured notes due 2028 | |||||||||||
Information related to long-term debt | |||||||||||
Outstanding principal | $ 550,000 | ||||||||||
Interest rate (as a percent) | 8% | 8% | 8% | ||||||||
Subsequent Event [Member] | Revolving credit loans | |||||||||||
Information related to long-term debt | |||||||||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | $ 300,000 | ||||||||||
Subsequent Event [Member] | 5.25% senior notes due 2025 | |||||||||||
Information related to long-term debt | |||||||||||
Outstanding principal | $ 300,000 | ||||||||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | $ 300,000 | $ 555,400 | |||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | ||||||||
Subsequent Event [Member] | 8.00% senior secured notes due 2028 | |||||||||||
Information related to long-term debt | |||||||||||
Interest rate (as a percent) | 8% | 8% |
Long-Term Debt - Activity (Deta
Long-Term Debt - Activity (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||||
Oct. 12, 2023 USD ($) | Sep. 26, 2023 USD ($) | Jul. 01, 2023 USD ($) | Jul. 02, 2022 | Jun. 27, 2022 | Sep. 30, 2023 USD ($) | Jul. 01, 2023 USD ($) | Apr. 01, 2023 USD ($) | Sep. 30, 2023 USD ($) | Nov. 08, 2023 | Nov. 03, 2023 USD ($) | Oct. 10, 2023 | Dec. 31, 2022 USD ($) | Sep. 26, 2019 USD ($) | Nov. 20, 2017 USD ($) | Apr. 03, 2017 USD ($) | |
Information related to senior notes | ||||||||||||||||
Outstanding principal | $ 2,506,064 | $ 2,506,064 | ||||||||||||||
Net proceeds from issuance of long-term debt | 550,000 | |||||||||||||||
Gain on extinguishment of debt | 1,368 | |||||||||||||||
Accrued Interest | ||||||||||||||||
Accrued interest | 24,600 | 24,600 | $ 21,700 | |||||||||||||
Revolving credit loans | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Outstanding principal | 282,500 | |||||||||||||||
Outstanding letters of credit | 5,000 | 5,000 | ||||||||||||||
Available borrowing capacity | $ 795,000 | $ 795,000 | ||||||||||||||
Commitment fees (as a percent) | 0.50% | |||||||||||||||
Consolidated leverage ratio | 7.50 | |||||||||||||||
Revolving credit loans | Minimum | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Interest rate added to variable base rate (as a percent) | 1.25% | 1.25% | ||||||||||||||
Debt Instrument, Consolidated Interest Coverage Ratio | 1.75 | |||||||||||||||
Revolving credit loans | Maximum | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Interest rate added to variable base rate (as a percent) | 1.75% | 1.75% | ||||||||||||||
Consolidated leverage ratio | 7 | |||||||||||||||
Senior secured leverage ratio | 4 | 4 | ||||||||||||||
Revolving credit loans | Maximum | From October 1st 2022 To September 30th 2023 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Consolidated leverage ratio | 8 | |||||||||||||||
Revolving credit loans | Maximum | Quarter Ending December 30, 2023 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Consolidated leverage ratio | 7.50 | |||||||||||||||
Revolving credit loans | Maximum | Quarters Ending March 30, 2024 And Thereafter | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Consolidated leverage ratio | 7 | |||||||||||||||
Revolving credit loans | Base rate | Minimum | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Interest rate added to variable base rate (as a percent) | 0.25% | 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% | 0.75% | ||||||||||||||
Letters of credit facility | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Maximum capacity available | $ 50,000 | $ 50,000 | ||||||||||||||
Fronting fee (as a percent) | 0.25% | |||||||||||||||
4.625% senior notes due 2021 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Interest rate (as a percent) | 4.625% | 4.625% | ||||||||||||||
5.25% senior notes due 2025 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Debt issuance price (as a percent) | 101% | 100% | ||||||||||||||
Outstanding principal | $ 855,439 | $ 855,439 | $ 900,000 | |||||||||||||
Principal amount of notes | $ 400,000 | $ 500,000 | ||||||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | ||||||||
Percentage of principal amount redeemed or which may redeem | 96.92% | 95.74% | ||||||||||||||
Gain on extinguishment of debt | $ 800 | |||||||||||||||
Amortization of deferred debt financing costs | 200 | |||||||||||||||
Principal amount of debt repurchased | $ 24,400 | 19,500 | $ 24,400 | $ 19,500 | ||||||||||||
5.25% senior notes due 2025 | Subsequent event | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Outstanding principal | $ 300,000 | |||||||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | |||||||||||||
Redeemed amount | $ 555,400 | |||||||||||||||
Gain on extinguishment of debt | $ 1,000 | |||||||||||||||
5.25% senior notes due 2025 | Redemption period one | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Redemption price (as a percent) | 100% | |||||||||||||||
5.25% senior notes due 2027 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Debt issuance price (as a percent) | 100% | |||||||||||||||
Outstanding principal | $ 550,000 | $ 550,000 | $ 550,000 | |||||||||||||
Principal amount of notes | $ 550,000 | |||||||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | ||||||||||||
5.25% senior notes due 2027 | Redemption period one | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Redemption price (as a percent) | 102.625% | |||||||||||||||
5.25% senior notes due 2027 | Redemption period two | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Redemption price (as a percent) | 101.313% | |||||||||||||||
5.25% senior notes due 2027 | Redemption period three | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Redemption price (as a percent) | 100% | |||||||||||||||
8.00% senior secured notes due 2028 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Debt issuance price (as a percent) | 99.502% | |||||||||||||||
Outstanding principal | $ 550,000 | $ 550,000 | ||||||||||||||
Principal amount of notes | $ 550,000 | |||||||||||||||
Interest rate (as a percent) | 8% | 8% | 8% | 8% | ||||||||||||
Redemption price (as a percent) | 101% | 108% | ||||||||||||||
Net proceeds from issuance of long-term debt | $ 538,300 | |||||||||||||||
8.00% senior secured notes due 2028 | Redemption Prior to September 15, 2025 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Redemption price (as a percent) | 108% | |||||||||||||||
Percentage of principal amount redeemed or which may redeem | 40% | |||||||||||||||
8.00% senior secured notes due 2028 | Redemption beginning September 15, 2025 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Redemption price (as a percent) | 104% | |||||||||||||||
8.00% senior secured notes due 2028 | Redemption on or after September 15, 2026 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Redemption price (as a percent) | 102% | |||||||||||||||
8.00% senior secured notes due 2028 | Redemption on or after September 15, 2027 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Redemption price (as a percent) | 100% | |||||||||||||||
8.00% senior secured notes due 2028 | Subsequent event | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Interest rate (as a percent) | 8% | 8% | ||||||||||||||
Tranche B Term Loan 2026 | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Outstanding principal | $ 550,625 | $ 550,625 | $ 671,625 | |||||||||||||
Debt Instrument , Mandatory Prepayment | $ 50,000 | |||||||||||||||
Debt Instrument , Optional Prepayment | $ 71,000 | |||||||||||||||
Tranche B Term Loan Facility | Base rate | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Interest rate added to variable base rate (as a percent) | 1% | 1% | ||||||||||||||
Tranche B Term Loan Facility | Applicable Margin [Member] | ||||||||||||||||
Information related to senior notes | ||||||||||||||||
Interest rate added to variable base rate (as a percent) | 2.50% | 2.50% |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Aggregate contractual maturities of long-term debt | |
2023 remaining | $ 555,439 |
2024 | 0 |
2025 | 300,000 |
2026 | 550,625 |
2027 | 550,000 |
Thereafter | 550,000 |
Total | $ 2,506,064 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 30, 2023 | Dec. 31, 2022 | |
Financial assets and liabilities at fair value | ||||||
Long-term Debt. | $ 2,484,583 | $ 2,484,583 | $ 2,389,049 | |||
Changes in level 3 | ||||||
Level 3 activity | 0 | $ 0 | 0 | $ 0 | ||
Tranche B term loans due 2026 | ||||||
Financial assets and liabilities at fair value | ||||||
Face amount of senior notes | $ 550,600 | $ 550,600 | $ 671,600 | |||
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 | $ 855,400 | $ 855,400 | $ 900,000 | |||
5.25% senior notes due 2027 | ||||||
Financial assets and liabilities at fair value | ||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | |||
8.00% senior secured notes due 2028 | ||||||
Financial assets and liabilities at fair value | ||||||
Interest rate (as a percent) | 8% | 8% | 8% | |||
Face amount of senior notes | $ 550,000 | $ 550,000 | ||||
Subsequent event | 5.25% senior notes due 2025 | ||||||
Financial assets and liabilities at fair value | ||||||
Interest rate (as a percent) | 5.25% | |||||
Redeemed amount | $ 555,400 | |||||
Carrying Value | Revolving credit loans | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | $ 282,500 | |||||
Carrying Value | Tranche B term loans due 2026 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | 549,118 | 549,118 | 668,532 | |||
Carrying Value | 5.25% senior notes due 2025 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | 856,150 | 856,150 | 901,213 | |||
Carrying Value | 5.25% senior notes due 2027 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | 550,000 | 550,000 | 550,000 | |||
Carrying Value | 8.00% senior secured notes due 2028 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | 547,261 | 547,261 | ||||
Fair value measured on recurring basis | Fair Value | Revolving credit loans | Level 2 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | 282,500 | |||||
Fair value measured on recurring basis | Fair Value | Tranche B term loans due 2026 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | 540,195 | 540,195 | 636,777 | |||
Fair value measured on recurring basis | Fair Value | 5.25% senior notes due 2025 | Level 1 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | 839,027 | 839,027 | 790,625 | |||
Fair value measured on recurring basis | Fair Value | 5.25% senior notes due 2027 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | 459,250 | 459,250 | $ 420,558 | |||
Fair value measured on recurring basis | Fair Value | 8.00% senior secured notes due 2028 | ||||||
Financial assets and liabilities at fair value | ||||||
Term loans and senior notes, fair value | $ 547,945 | $ 547,945 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jul. 01, 2023 | Apr. 01, 2023 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Reclassification from AOCL | ||||||||
Tax benefit (expense) | $ (24,661) | $ (21,255) | $ (647) | $ (14,958) | ||||
Net of tax | 82,741 | $ (10,553) | $ (3,415) | 59,583 | $ (256) | $ (23,656) | 68,773 | 35,671 |
Defined benefit pension plan | Amount Reclassified from AOCL | ||||||||
Reclassification from AOCL | ||||||||
Total before tax | (12) | 27 | (23) | 81 | ||||
Tax benefit (expense) | 3 | (7) | 8 | (20) | ||||
Net of tax | (9) | 20 | (15) | 61 | ||||
Amortization of unrecognized (gain) loss | Amount Reclassified from AOCL | ||||||||
Reclassification from AOCL | ||||||||
Total before tax | $ (12) | $ 27 | $ (23) | $ 81 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | $ 866,363 | $ 940,181 | $ 868,166 | $ 920,254 |
Net current period other comprehensive (loss) income | (3,501) | (5,472) | 6,232 | (6,473) |
Ending balance | 840,639 | 841,574 | 840,639 | 841,574 |
Defined Benefit Pension Plan | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | 2,445 | |||
Amounts reclassified from AOCL | (15) | |||
Net current period other comprehensive (loss) income | (15) | |||
Ending balance | 2,430 | 2,430 | ||
Foreign Currency Translation Adjustments | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | (11,794) | |||
Other comprehensive income before reclassifications | 6,247 | |||
Net current period other comprehensive (loss) income | 6,247 | |||
Ending balance | (5,547) | (5,547) | ||
Accumulated Other Comprehensive Loss | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | 384 | (19,170) | (9,349) | (18,169) |
Other comprehensive income before reclassifications | 6,247 | |||
Amounts reclassified from AOCL | (15) | |||
Net current period other comprehensive (loss) income | 6,232 | |||
Ending balance | $ (3,117) | $ (24,642) | $ (3,117) | $ (24,642) |
Stockholders' Equity - At-The-M
Stockholders' Equity - At-The-Market Equity Offering Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2023 | Jul. 01, 2023 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Nov. 03, 2023 | May 17, 2023 | Dec. 31, 2022 | Nov. 20, 2017 | Apr. 03, 2017 | |
Stockholders' Equity | ||||||||||||
Proceeds from issuance of common stock, net | $ 73,826 | $ 65,233 | ||||||||||
5.25% senior notes due 2025 | ||||||||||||
Stockholders' Equity | ||||||||||||
Debt repurchased face amount | $ 20,200 | $ 20,200 | ||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | |||||
Principal amount of debt repurchased | $ 19,500 | $ 24,400 | $ 19,500 | |||||||||
Percentage of principal amount redeemed or which may redeem | 96.92% | 95.74% | ||||||||||
Accrued interest of debt repurchased | $ 400 | $ 400 | ||||||||||
ATM Equity Offering | ||||||||||||
Stockholders' Equity | ||||||||||||
Issuance of common stock in ATM offering (in shares) | 6,332,846 | 1,421 | 2,739,568 | 112,353 | ||||||||
Proceeds from issuance of common stock, net | $ 75,300 | $ 63,200 | $ 3,300 | |||||||||
Shares Issued, Price Per Share | $ 11.90 | $ 22.16 | $ 23.08 | $ 29.37 | $ 11.90 | $ 22.16 | ||||||
Payment of sales agents commission | $ 1,500 | $ 1,300 | $ 100 | |||||||||
Aggregate number of common shares | 3,667,154 | 3,667,154 | ||||||||||
Deferred fees and expenses | $ 100 | |||||||||||
Shares of common stock available for grant | 5,432,804 | 5,432,804 | 5,000,000 | |||||||||
ATM Equity Offering | Maximum | ||||||||||||
Stockholders' Equity | ||||||||||||
Proceeds from issuance of common stock, net | $ 100 | |||||||||||
Deferred fees and expenses | $ 100 |
Pension Benefits (Details)
Pension Benefits (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 USD ($) plan | Oct. 01, 2022 USD ($) | |
Pension Benefits | ||
Number of defined benefit pension plans sponsored by company | 4 | |
Percentage of employees covered by defined benefit pension plans | 23% | |
Number of defined benefit pension plans sponsored by company for union employees | 3 | |
Number of defined benefit pension plans sponsored by company for salaried and certain hourly employees | 1 | |
Change in plan assets: | ||
Employer contributions | $ | $ 2.5 | $ 0 |
Pension Benefits - Net Periodic
Pension Benefits - Net Periodic Pension Cost, AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Components of net periodic pension cost | ||||
Service cost-benefits earned during the period | $ 1,305 | $ 2,191 | $ 3,898 | $ 6,679 |
Interest cost on projected benefit obligation | 1,858 | 1,364 | 5,576 | 4,100 |
Expected return on plan assets | (2,809) | (3,236) | (8,372) | (9,709) |
Amortization of unrecognized (gain) loss | (12) | 27 | (23) | 81 |
Net periodic pension cost | $ 342 | $ 346 | $ 1,079 | $ 1,151 |
Pension Benefits - Multi-Employ
Pension Benefits - Multi-Employer Defined Benefit Pension Plan (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Multi-Employer Defined Benefit Pension Plan | |
Defined benefit plan withdrawal liability payout period | 20 years |
Defined benefit plan, withdrawal liability, annual installments | $ 0.9 |
Defined benefit plan, withdrawal liability | $ 13 |
Leases (Details)
Leases (Details) | 9 Months Ended |
Sep. 30, 2023 | |
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 |
Remaining lease term | 10 years |
Leases - Operating Leases and F
Leases - Operating Leases and Finance Leases on Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Right-of-use assets: | ||
Operating lease right-of-use assets | $ 68,688 | $ 65,809 |
Finance lease right-of-use assets | 2,097 | 2,891 |
Total lease right-of-use assets | 70,785 | 68,700 |
Operating lease liabilities: | ||
Current portion of operating lease liabilities | 15,213 | 14,616 |
Long-term operating lease liabilities, net of current portion | 53,785 | 51,727 |
Total operating lease liabilities | 68,998 | 66,343 |
Finance lease liabilities: | ||
Current portion of finance lease liabilities | 1,063 | 1,046 |
Long-term finance lease liabilities, net of current portion | 996 | 1,795 |
Total finance lease liabilities | $ 2,059 | $ 2,841 |
Leases - Supplemental informati
Leases - Supplemental information related to leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Leases | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 4,467 | $ 4,311 | $ 13,549 | $ 12,505 |
Cash paid for amounts included in the measurement of financing lease liabilities | 275 | 824 | ||
Cost of goods sold | 2,682 | 2,720 | 8,146 | 7,569 |
Selling, general and administrative expenses | 1,738 | 1,646 | 5,179 | 4,970 |
Total operating lease costs | 4,420 | 4,366 | 13,325 | 12,539 |
Depreciation of finance right-of-use assets | 264 | 264 | 794 | 373 |
Interest on finance lease liabilities | 12 | 19 | 42 | 27 |
Total finance lease costs | 276 | 283 | 836 | 400 |
Total net lease costs | 4,696 | 4,649 | 14,161 | 12,939 |
Total rent expense | $ 5,000 | $ 4,900 | $ 15,100 | $ 14,000 |
Leases - Lease term and discoun
Leases - Lease term and discount rate for our ROU (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted average remaining lease term - Operating leases (years) | 5 years 2 months 12 days | 5 years 3 months 18 days |
Weighted average remaining lease term - Finance lease (years) | 2 years | 2 years 8 months 12 days |
Weighted average discount rate - Operating leases | 3.57% | 2.72% |
Weighted average discount rate - Finance lease | 2.30% | 2.30% |
Leases - Maturity of lease liab
Leases - Maturity of lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 remaining | $ 4,276 | |
2024 | 17,435 | |
2025 | 17,241 | |
2026 | 12,691 | |
2027 | 8,892 | |
Thereafter | 15,192 | |
Total undiscounted future minimum lease payments | 75,727 | |
Less: Imputed interest | (6,729) | |
Total present value of future operating lease liabilities | 68,998 | $ 66,343 |
Finance Lease | ||
2023 remaining | 275 | |
2024 | 1,099 | |
2025 | 732 | |
Total undiscounted future minimum lease payments | 2,106 | |
Less: Imputed interest | (47) | |
Total finance lease liabilities | 2,059 | $ 2,841 |
Total Maturities of Lease Liabilities | ||
2023 remaining | 4,551 | |
2024 | 18,534 | |
2025 | 17,973 | |
2026 | 12,691 | |
2027 | 8,892 | |
Thereafter | 15,192 | |
Total undiscounted future minimum lease payments | 77,833 | |
Less: Imputed interest | (6,776) | |
Total present value of future lease payments | $ 71,057 |
Commitments and Contingencies -
Commitments and Contingencies - Collective Bargaining (Details) | 9 Months Ended |
Sep. 30, 2023 employee agreement | |
Information related to Collective Bargaining Agreements | |
Number of employees | 2,883 |
Number of employees covered under collective bargaining agreements | |
Information related to Collective Bargaining Agreements | |
Number of employees | 1,505 |
Percentage of employees | 52.20% |
Number of employees covered under collective bargaining agreements expiring with next 12 months | |
Information related to Collective Bargaining Agreements | |
Collective bargaining agreements expiration period | 12 months |
Number of collective bargaining agreements expiring within one year | agreement | 2 |
Number of employees covered under collective bargaining agreements expiring with next 12 months | Collective Bargaining Agreement Covering Brooklyn Facility [Member] | |
Information related to Collective Bargaining Agreements | |
Number of employees | 41 |
Number of employees covered under collective bargaining agreements expiring with next 12 months | Collective Bargaining Agreement Covering Terre Haute Facility Member | |
Information related to Collective Bargaining Agreements | |
Number of employees | 109 |
Loss per Share (Details)
Loss per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Loss per Share | ||||
Antidilutive securities excluded from computation of loss per share | 827,730 | |||
Weighted average shares outstanding: | ||||
Basic (in shares) | 74,427,869 | 71,670,121 | 72,814,702 | 70,068,018 |
Net effect of potentially dilutive share-based compensation awards (in shares) | 347,970 | 372,415 | ||
Diluted (in shares) | 74,427,869 | 72,018,091 | 72,814,702 | 70,440,433 |
Business and Credit Concentra_2
Business and Credit Concentrations and Geographic Information (Details) - customer | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Net sales | Consolidated net sales | Foreign | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 8.70% | 8.20% | |
Net sales | Consolidated net sales | Top ten customers | |||
Business and Credit Concentrations | |||
Number of top customers | 10 | 10 | |
Percentage of concentration risk | 61% | 60.30% | |
Net sales | Consolidated net sales | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 29.10% | 27.60% | |
Accounts receivable | Trade accounts receivables | Top ten customers | |||
Business and Credit Concentrations | |||
Number of top customers | 10 | 10 | |
Percentage of concentration risk | 60.10% | 60.30% | |
Accounts receivable | Trade accounts receivables | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 28.40% | 30.60% |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Options (Details) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Options | |||
Outstanding at beginning of fiscal period (in shares) | 820,141 | ||
Granted (in shares) | 949,995 | ||
Expired (in shares) | (24,386) | ||
Outstanding at end of quarter (in shares) | 1,745,750 | 820,141 | |
Exercisable at end of quarter (In shares) | 566,873 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of fiscal period (in dollar per share) | $ 31.38 | ||
Granted (in dollars per share) | 20 | ||
Expired (in dollars per share) | 37.04 | ||
Outstanding at end of quarter (in dollar per share) | 25.11 | $ 31.38 | |
Exercisable at end of quarter ( in dollars per share) | $ 30.05 | ||
Weighted Average Contractual Life Remaining (Years) | |||
Weighted Average Contractual Life Remaining (Years) | 7 years 8 months 8 days | 6 years 2 months 26 days | |
Exercisable, Weighted Average Contractual Life Remaining (Years) | 4 years 10 months 9 days | ||
Assumptions: | |||
Weighted average grant date fair value (in dollars per share) | $ 2.71 | $ 3.73 | |
Expected volatility (as a percent) | 39.50% | ||
Expected volatility, minimum (as a percent) | 39.60% | ||
Expected volatility, maximum (as a percent) | 43.30% | ||
Expected term | 5 years 6 months | ||
Risk-free interest rate (as a percent) | 3% | ||
Risk-free interest rate, minimum (as a percent) | 3.60% | ||
Risk-free interest rate, maximum (as a percent) | 3.70% | ||
Dividend yield (as a percent) | 8.50% | ||
Minimum | |||
Assumptions: | |||
Expected term | 5 years 6 months | ||
Dividend yield (as a percent) | 5.40% | ||
Maximum | |||
Assumptions: | |||
Expected term | 8 years 3 months 18 days | ||
Dividend yield (as a percent) | 5.90% |
Share-Based Payments - Performa
Share-Based Payments - Performance (Details) - Performance shares | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 1,072,274 |
Granted (in shares) | shares | 998,191 |
Vested (in shares) | shares | (360,926) |
Forfeited (in shares) | shares | (102,771) |
Balance at the end of the period (in shares) | shares | 1,606,768 |
Weighted Average Grant Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 20.26 |
Granted (in dollars per share) | $ / shares | 13 |
Vested (in dollars per share) | $ / shares | 10.84 |
Forfeited (in dollars per share) | $ / shares | 29.32 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 17.29 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Percentage of target number of shares that may be earned | 233.333% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Percentage of target number of shares that may be earned | 300% |
Share-Based Payments - Restrict
Share-Based Payments - Restricted Stock (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 83,294 |
Granted (in shares) | shares | 329,821 |
Vested (in shares) | shares | (40,944) |
Forfeited (in shares) | shares | (2,598) |
Balance at the end of the period (in shares) | shares | 369,573 |
Weighted Average Grant Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 26.51 |
Granted (in dollars per share) | $ / shares | 15.17 |
Vested (in dollars per share) | $ / shares | 24.66 |
Forfeited (in dollars per share) | $ / shares | 18.63 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 16.65 |
Share-Based Payments - Other Ve
Share-Based Payments - Other Vested (Details) - shares | 3 Months Ended | 9 Months Ended | |
Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Net shares of common stock issued | (1,535) | 623,429 | 295,239 |
Performance shares | |||
Share based compensation expense related to long-term incentive plans | |||
Number of performance shares vested | 360,926 | ||
Performance shares | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Number of performance shares vested | 360,926 | 337,284 | |
Shares withheld for tax withholding | (131,803) | (125,152) | |
Shares of restricted common stock issued | 229,123 | 212,132 | |
Employee Stock Option [Member] | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Shares of restricted common stock issued | 2,227 | ||
Restricted Stock | |||
Share based compensation expense related to long-term incentive plans | |||
Number of performance shares vested | 40,944 | ||
Restricted Stock | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Shares withheld for tax withholding | (468) | (14,448) | (12,589) |
Cancellation of restricted stock upon forfeiture (in shares) | (1,067) | (2,598) | (2,748) |
Restricted Stock | Employee | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Shares of restricted common stock issued | 329,821 | 49,444 | |
Annual Equity Grants | Non-Employee Directors | Non-employee director | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Shares of restricted common stock issued | 81,531 | 46,773 |
Share-Based Payments - Share-ba
Share-Based Payments - Share-based payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Compensation expense | ||||
Total compensation expense for share-based payments | $ 2,151 | $ 736 | $ 5,452 | $ 2,984 |
Performance shares | LTIA 2019-2023 Plan | ||||
Compensation expense | ||||
Unrecognized compensation expense, other than stock option | 9,200 | $ 9,200 | ||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 3 months 18 days | |||
Restricted Stock | LTIA 2019-2023 Plan | ||||
Compensation expense | ||||
Unrecognized compensation expense, other than stock option | 4,500 | $ 4,500 | ||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 6 months | |||
Employee Stock Option [Member] | LTIA 2019-2023 Plan | ||||
Compensation expense | ||||
Unrecognized compensation expense, stock option | 2,600 | $ 2,600 | ||
Period over which unrecognized compensation expense is expected to be recognized | 4 years 3 months 18 days | |||
Cost of Sales | ||||
Compensation expense | ||||
Total compensation expense for share-based payments | 526 | 95 | $ 1,260 | 534 |
Selling, General and Administrative Expenses | ||||
Compensation expense | ||||
Total compensation expense for share-based payments | $ 1,625 | $ 641 | $ 4,192 | $ 2,450 |
Net Sales by Brand (Details)
Net Sales by Brand (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Brand | ||||
Total net sales | $ 502,734 | $ 528,396 | $ 1,484,185 | $ 1,539,768 |
Specific brand sale to total sale (as a percent) | 3% | 3% | ||
Crisco | ||||
Brand | ||||
Total net sales | 82,370 | 98,508 | $ 221,821 | $ 249,440 |
Clabber Girl | ||||
Brand | ||||
Total net sales | 34,024 | 25,883 | 88,959 | 65,973 |
Back to Nature | ||||
Brand | ||||
Total net sales | 1,838 | 11,922 | 5,302 | 39,228 |
All Other Specialty Brands Total | ||||
Brand | ||||
Total net sales | 60,474 | 58,178 | 179,084 | 173,444 |
Specialty Brands Total | ||||
Brand | ||||
Total net sales | 178,706 | 194,491 | 495,166 | 528,085 |
Green Giant - frozen | ||||
Brand | ||||
Total net sales | 69,987 | 81,790 | 239,171 | 262,188 |
Green Giant - shelf stable | ||||
Brand | ||||
Total net sales | 31,142 | 32,037 | 78,702 | 82,599 |
Green Giant - Le Sueur | ||||
Brand | ||||
Total net sales | 9,927 | 10,511 | 27,151 | 27,907 |
Frozen & Vegetables Brands | ||||
Brand | ||||
Total net sales | 111,056 | 124,338 | 345,024 | 372,694 |
Ortega | ||||
Brand | ||||
Total net sales | 36,896 | 38,551 | 110,973 | 116,935 |
Maple Grove Farms of Vermont | ||||
Brand | ||||
Total net sales | 20,063 | 19,588 | 64,565 | 62,874 |
Cream of Wheat | ||||
Brand | ||||
Total net sales | 17,674 | 18,322 | 55,920 | 56,589 |
All Other Meals Brands Total | ||||
Brand | ||||
Total net sales | 41,515 | 41,973 | 120,782 | 119,524 |
Meals Brands Total | ||||
Brand | ||||
Total net sales | 116,148 | 118,434 | 352,240 | 355,922 |
Spices and Seasonings | ||||
Brand | ||||
Total net sales | 70,330 | 63,074 | 204,969 | 193,694 |
Dash | ||||
Brand | ||||
Total net sales | 14,498 | 15,666 | 49,308 | 49,922 |
All Other Spices & Flavor Solutions Brands | ||||
Brand | ||||
Total net sales | 11,996 | 12,393 | 37,478 | 39,451 |
Spices & Flavor Solutions Brands Total | ||||
Brand | ||||
Total net sales | $ 96,824 | $ 91,133 | $ 291,755 | $ 283,067 |
Sale of Portland, Maine Manuf_2
Sale of Portland, Maine Manufacturing Facility (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Apr. 02, 2022 USD ($) a | Sep. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Proceeds from Sale of Productive Assets | $ 51,652 | $ 10,430 | |
Gain on sale of assets | $ (85) | $ 7,099 | |
Portland Maine Manufacturing Facility Sale | |||
Restructuring Cost and Reserve [Line Items] | |||
Area of property held for sale | a | 13.5 | ||
Proceeds from Sale of Productive Assets | $ 11,100 | ||
Gain on sale of assets | 7,100 | ||
Restructuring expenses | 2,200 | ||
Net benefit from the gain on sale | $ 4,900 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of assets held for sale (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets Held for Sale | ||
Total assets sold | $ 51,300 | |
Discontinued Operations, Held-for-sale | Green Giant U.S. | ||
Assets Held for Sale | ||
Inventories | $ 82,321 | |
Assets held for sale before impairments | 201,772 | |
Impairments of assets held for sale | (132,949) | |
Total assets sold | 68,823 | |
Discontinued Operations, Held-for-sale | Green Giant U.S. | Customer Relationship Intangibles | ||
Assets Held for Sale | ||
Intangible assets | 4,111 | |
Discontinued Operations, Held-for-sale | Green Giant U.S. | Trademarks | ||
Assets Held for Sale | ||
Intangible assets | $ 115,340 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 12, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Nov. 08, 2023 | Nov. 03, 2023 | Oct. 10, 2023 | Sep. 26, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | Nov. 20, 2017 | Apr. 03, 2017 | |
Subsequent Event [Line Items] | |||||||||||
Loss on extinguishment of debt | $ 1,368 | ||||||||||
Long-term Debt. | $ 2,484,583 | $ 2,484,583 | $ 2,389,049 | ||||||||
5.25% senior notes due 2025 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | ||||
Loss on extinguishment of debt | $ 800 | ||||||||||
5.25% senior notes due 2025 | Subsequent event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | ||||||||
Redeemed amount | $ 555,400 | ||||||||||
Loss on extinguishment of debt | 1,000 | ||||||||||
Long-term Debt. | $ 555,400 | $ 300,000 | |||||||||
8.00% senior secured notes due 2028 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest rate (as a percent) | 8% | 8% | 8% | 8% | |||||||
8.00% senior secured notes due 2028 | Subsequent event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest rate (as a percent) | 8% | 8% | |||||||||
Revolving credit loans | Subsequent event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt. | $ 300,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jul. 01, 2023 | Apr. 01, 2023 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (82,741) | $ 10,553 | $ 3,415 | $ (59,583) | $ 256 | $ 23,656 | $ (68,773) | $ (35,671) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |