Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 5-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BOULDER BRANDS, INC. | |
Entity Central Index Key | 1331301 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 61,280,116 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $21,361 | $31,660 |
Accounts receivable, net of allowance of: $1,080 (March 31, 2015) and $1,362 (December 31, 2014) | 51,600 | 40,065 |
Accounts receivable - other | 4,359 | 4,709 |
Inventories | 50,661 | 52,888 |
Prepaid taxes | 4,619 | 6,985 |
Prepaid expenses and other assets | 8,238 | 3,844 |
Deferred tax asset | 7,948 | 6,721 |
Total current assets | 148,786 | 146,872 |
Property and equipment, net | 55,024 | 53,151 |
Other assets: | ||
Goodwill | 232,708 | 233,592 |
Intangible assets, net | 187,208 | 191,400 |
Deferred costs, net | 7,389 | 7,830 |
Investments, at cost | 12,751 | 11,751 |
Other assets | 2,044 | 1,996 |
Total other assets | 442,100 | 446,569 |
Total assets | 645,910 | 646,592 |
Current liabilities: | ||
Accounts payable and accrued expenses | 57,829 | 53,774 |
Current portion of long-term debt | 9,113 | 4,101 |
Total current liabilities | 66,942 | 57,875 |
Long-term debt | 290,169 | 301,113 |
Deferred tax liability | 41,423 | 41,536 |
Other liabilities | 4,949 | 4,909 |
Total liabilities | 403,483 | 405,433 |
Commitments and contingencies | ||
Boulder Brands, Inc. and Subsidiaries stockholders' equity: | ||
Common stock, $.0001 par value, 250,000,000 shares authorized; 64,969,011 and 64,876,335 issued at March 31, 2015 and December 31, 2014, respectively and 61,278,348 and 61,185,672 outstanding at March 31, 2015 and December 31, 2014, respectively | 6 | 6 |
Additional paid in capital | 577,417 | 574,721 |
Accumulated deficit | -311,579 | -313,414 |
Accumulated other comprehensive loss | -9,183 | -5,837 |
Treasury stock, at cost (3,690,663 shares) | -15,595 | -15,595 |
Total Boulder Brands, Inc. and Subsidiaries stockholders' equity | 241,066 | 239,881 |
Noncontrolling interest | 1,361 | 1,278 |
Total equity | 242,427 | 241,159 |
Total liabilities and equity | $645,910 | $646,592 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $1,080 | $1,362 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 64,969,011 | 64,876,335 |
Common stock, shares outstanding | 61,278,348 | 61,185,672 |
Shares of treasury stock | 3,690,663 | 3,690,663 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Net sales | $129,000 | $122,852 |
Cost of goods sold | 79,399 | 76,489 |
Gross profit | 49,601 | 46,363 |
Operating expenses: | ||
Marketing | 5,920 | 5,387 |
Selling | 11,500 | 9,898 |
General and administrative | 23,439 | 21,810 |
Restructuring, acquisition and integration-related costs | 1,493 | 3,934 |
Total operating expenses | 42,352 | 41,029 |
Operating income | 7,249 | 5,334 |
Other income (expense), net: | ||
Interest expense | -4,157 | -4,267 |
Other (expense) income, net | -39 | -507 |
Total other (expense), net | -4,196 | -4,774 |
Income before income taxes | 3,053 | 560 |
Provision for income taxes | 1,236 | 148 |
Net income | 1,817 | 412 |
Less: Net loss attributable to noncontrolling interest | 18 | 61 |
Net income attributable to Boulder Brands, Inc. and Subsidiaries common stockholders | 1,835 | 473 |
Earnings per share attributable to Boulder Brands, Inc. and Subsidiaries common stockholders: | ||
Basic (in dollars per share) | $0.03 | $0.01 |
Diluted (in dollars per share) | $0.03 | $0.01 |
Weighted average shares outstanding: | ||
Basic (in shares) | 61,229,539 | 60,449,068 |
Diluted (in shares) | 63,636,054 | 63,598,226 |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustment | -3,346 | -1,187 |
Other comprehensive loss | -3,346 | -1,187 |
Comprehensive loss | -1,529 | -775 |
Less: Comprehensive loss attributable to noncontrolling interest | 18 | 61 |
Comprehensive loss attributable to Boulder Brands, Inc. and Subsidiaries | ($1,511) | ($714) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities | ||
Net income | $1,817 | $412 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization of intangibles | 5,598 | 5,528 |
Amortization and write-off of deferred financing costs | 533 | 441 |
Deferred income taxes | -1,200 | 1,042 |
Excess tax benefit from stock-based payment arrangements | -40 | -3,565 |
Stock-based compensation | 2,196 | 2,366 |
Asset write-offs | 0 | 542 |
Loss on disposal of property and equipment | 14 | 12 |
Changes in assets and liabilities: | ||
Accounts receivable | -12,339 | 38 |
Inventories | 1,653 | -8,353 |
Prepaid expenses and other assets | -4,011 | -3,000 |
Prepaid taxes | 2,406 | -990 |
Accounts payable and accrued expenses | 5,780 | 3,368 |
Net cash provided by (used in) operating activities | 2,407 | -2,159 |
Cash flows from investing activities | ||
Acquisitions, net of cash and cash equivalents acquired | 0 | -4 |
Purchase of investment | -1,000 | 0 |
Purchase of property and equipment | -4,786 | -2,684 |
Proceeds from disposal of property and equipment | 11 | 7 |
Patent/trademark defense costs | -55 | -174 |
Net cash used in investing activities | -5,830 | -2,855 |
Cash flows from financing activities | ||
Repayment of debt | -7,394 | -2,381 |
Payments for loan costs | 0 | -45 |
Contribution from (purchase of) noncontrolling interest | 100 | -238 |
Shares withheld for payment of employee payroll taxes | -93 | -2,169 |
Proceeds from exercise of stock options | 553 | 2,415 |
Excess tax benefit from stock-based payment arrangements | 40 | 3,565 |
Net cash (used in) provided by financing activities | -6,794 | 1,147 |
Effects of exchange rate changes on cash and cash equivalents | -82 | -24 |
Net decrease in cash and cash equivalents for the period | -10,299 | -3,891 |
Cash and cash equivalents - beginning of period | 31,660 | 16,732 |
Cash and cash equivalents - end of period | 21,361 | 12,841 |
Cash paid during the period for: | ||
Income taxes | 33 | 96 |
Interest | $3,945 | $3,639 |
General_and_Basis_of_Presentat
General and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General and Basis of Presentation | General and Basis of Presentation |
Boulder Brands, Inc. (the "Company," "we" or "us") is a consumer foods company that markets and manufactures a wide array of consumer foods products for sale primarily in the U.S., Canada and the United Kingdom. | |
The significant accounting policies summarized in Note 2 to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (the "2014 Form 10-K") have been followed in preparing the accompanying consolidated financial statements. | |
The accompanying consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, considered necessary for a fair presentation of the results for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. These financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in the 2014 Form 10-K. Results for interim periods are not necessarily indicative of the results to be expected for the full year. | |
Use of Estimates and Assumptions | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. | |
Revenue Recognition | |
We offer our customers and consumers a variety of sales and incentive programs, including discounts, allowances, coupons, slotting fees, and advertising; such amounts are estimated and recorded as a reduction in revenue. For interim reporting, we estimate the total annual sales incentives for most programs and record a pro rata share in proportion to forecasted annual revenue. As a result, we have recorded a prepaid expense at March 31, 2015 of $2,222, which will be charged to expense over the remainder of the year. | |
Accumulated Other Comprehensive Loss | |
The change in Accumulated Other Comprehensive Loss from December 31, 2014 to March 31, 2015 of $3,346 includes $3,752 of losses on intercompany foreign currency transactions that are of a long-term investment nature. | |
Investments | |
In 2013, the Company formed a new partnership called Boulder Brands Investment Group, LLC ("BIG") with a third party. BIG invests in early-stage growth companies in the natural and organic food and beverage sectors. All investments have been accounted for under the cost method and fair value has not been estimated as there have been no identified events or changes in circumstances that would have an adverse effect on the value of these investments. As the Company has a controlling financial interest in BIG, it is consolidated with these Consolidated Financial Statements, and the applicable noncontrolling interest is reflected herein. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers." This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605, "Revenue Recognition," and most industry-specific guidance throughout the Codification. The standard requires entities to recognize the amount of revenue that reflects the consideration to which the company expects to be entitled in exchange for the transfer of promised goods or services to customers. This ASU is effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. On April 1, 2015, the FASB voted to propose a one-year deferral of the effective date but to permit entities to adopt the standard on the original effective date if they choose. If the deferral is approved, the standard will be effective for interim and annual periods beginning after December 15, 2017. The Company is in the process of assessing both the method and the impact of the adoption of ASU 2014-09 on its financial position, results of operations, cash flows and financial statement disclosures. | |
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern: Disclosures about an Entity’s Ability to Continue as a Going Concern." The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The new guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The Company is currently assessing the impact of the adoption of ASU No. 2014-15 on its financial position, results of operations and financial statement disclosures. | |
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The ASU is effective for annual reporting periods beginning after December 15, 2016. The new guidance will be applied retrospectively to each prior period presented. The Company currently presents debt issuance costs as an asset and upon adoption of this ASU in 2017, will present such debt issuance costs as a direct deduction from the related debt liability. |
Financial_Instruments_and_Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Fair Value Disclosures [Abstract] | ||||||||
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements | |||||||
Our financial instruments consist of cash and cash equivalents, short term trade receivables, payables, note payables, accrued expenses and derivative instruments. The carrying values of cash and cash equivalents, short term receivables and payables and accrued expenses approximate fair value because of their short maturities. Our debt bears interest at a variable interest rate plus an applicable margin and, therefore, approximates fair value. We measure fair value based on authoritative accounting guidance for “Fair Value Measurements,” which requires a three-tier fair value hierarchy that prioritizes inputs to measure fair value. These tiers include: Level 1, defined as inputs such as unadjusted quoted prices in an active market for identical assets or liabilities; Level 2, defined as inputs other than quoted market prices in active markets that are either directly or indirectly observable; or Level 3, defined as unobservable inputs for use when little or no market value exists, therefore requiring an entity to develop its own assumptions. When available, we use quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, we measure fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters. | ||||||||
The following table presents assets and liabilities measured at fair value on a recurring basis: | ||||||||
Fair Value Measurements at Reporting Date | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Assets: | ||||||||
Recurring fair value measurements (1) | ||||||||
Deferred compensation (a) | $ | 1,660 | $ | 1,611 | ||||
Derivative assets (b) | — | 88 | ||||||
Total recurring fair value measurements of assets | $ | 1,660 | $ | 1,699 | ||||
Liabilities: | ||||||||
Recurring fair value measurements (1) | ||||||||
Deferred compensation (a) | $ | 1,458 | $ | 1,516 | ||||
Total recurring fair value measurements of liabilities | $ | 1,458 | $ | 1,516 | ||||
(1) All recurring fair value measurements were based upon significant other observable inputs (Level 2). | ||||||||
(a) | Deferred compensation assets are recorded in "Other assets" and deferred compensation liabilities are recorded in "Other liabilities" in the Consolidated Balance Sheets. | |||||||
(b) Derivative assets are recorded in "Accounts receivable - other." | ||||||||
We use derivative financial instruments, principally commodity exchange contracts, to manage risks from fluctuations in commodity costs. Derivative financial instruments are not used for the purpose of creating speculative positions or for trading purposes. Related contracts are recorded in the balance sheet at fair value using market prices and rates prevailing at the balance sheet date obtained from independent exchanges. Changes in the fair value are recognized through earnings in the period in which they occur in "Other income (expense)" in the Consolidated Statements of Operations and Comprehensive Loss. Amounts recognized were a gain of $26 for the three months ended March 31, 2015, and a loss of $49 for the three months ended March 31, 2014. |
Inventory
Inventory | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory | Inventory | |||||||
Inventories consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Finished product | $ | 33,986 | $ | 38,278 | ||||
Raw materials | 16,675 | 14,610 | ||||||
Inventories | $ | 50,661 | $ | 52,888 | ||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment, net consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 512 | $ | 538 | ||||
Buildings and improvements | 2,249 | 2,361 | ||||||
Software development costs | 10,539 | 10,268 | ||||||
Machinery and equipment | 50,040 | 47,589 | ||||||
Furniture and fixtures | 2,662 | 2,240 | ||||||
Leasehold improvements | 12,181 | 11,584 | ||||||
Gross assets | 78,183 | 74,580 | ||||||
Less: accumulated depreciation | (23,159 | ) | (21,429 | ) | ||||
Property and equipment, net | $ | 55,024 | $ | 53,151 | ||||
Depreciation expense was $2,226 and $2,096 for the three months ended March 31, 2015 and 2014, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | |||||||||||
The following summarizes the changes in our goodwill, by segment: | ||||||||||||
Balance | Natural | Total | ||||||||||
Goodwill | $ | 381,299 | $ | 95,777 | $ | 477,076 | ||||||
Accumulated impairment loss | (243,484 | ) | — | (243,484 | ) | |||||||
Balance as of January 1, 2015 | 137,815 | 95,777 | 233,592 | |||||||||
Translation adjustments | — | (884 | ) | (884 | ) | |||||||
Balance as of March 31, 2015 | $ | 137,815 | $ | 94,893 | $ | 232,708 | ||||||
Balance | Natural | Total | ||||||||||
Goodwill | $ | 381,299 | $ | 95,928 | $ | 477,227 | ||||||
Accumulated impairment loss | (130,000 | ) | — | (130,000 | ) | |||||||
Balance as of January 1, 2014 | 251,299 | 95,928 | 347,227 | |||||||||
Impairment loss | (113,484 | ) | — | (113,484 | ) | |||||||
Goodwill acquired during the year | — | 800 | 800 | |||||||||
Translation adjustments | — | (951 | ) | (951 | ) | |||||||
Balance as of December 31, 2014 | $ | 137,815 | $ | 95,777 | $ | 233,592 | ||||||
Intangible assets, net consisted of the following major classes as of March 31, 2015: | ||||||||||||
Gross | Accumulated | Net Carrying Value | ||||||||||
Carrying | Amortization | |||||||||||
Amount | ||||||||||||
Patent technology | $ | 46,058 | $ | (37,037 | ) | $ | 9,021 | |||||
Proprietary recipes | 4,225 | (1,925 | ) | 2,300 | ||||||||
Non-compete agreements | 600 | (492 | ) | 108 | ||||||||
Supply relationships | 1,000 | (526 | ) | 474 | ||||||||
Customer relationships | 59,238 | (15,514 | ) | 43,724 | ||||||||
Subscription database | 2,900 | (2,465 | ) | 435 | ||||||||
Trademarks/tradenames | 131,590 | (444 | ) | 131,146 | ||||||||
Intangible assets, net | $ | 245,611 | $ | (58,403 | ) | $ | 187,208 | |||||
Intangible assets, net consisted of the following major classes as of December 31, 2014: | ||||||||||||
Gross | Accumulated | Net Carrying Value | ||||||||||
Carrying | Amortization | |||||||||||
Amount | ||||||||||||
Patent technology | $ | 46,058 | $ | (35,452 | ) | $ | 10,606 | |||||
Proprietary recipes | 4,225 | (1,745 | ) | 2,480 | ||||||||
Non-compete agreements | 600 | (433 | ) | 167 | ||||||||
Supply relationships | 1,000 | (509 | ) | 491 | ||||||||
Customer relationships | 60,616 | (14,665 | ) | 45,951 | ||||||||
Subscription database | 2,900 | (2,320 | ) | 580 | ||||||||
Trademarks/tradenames | 131,537 | (412 | ) | 131,125 | ||||||||
Intangible assets, net | $ | 246,936 | $ | (55,536 | ) | $ | 191,400 | |||||
As of March 31, 2015 and December 31, 2014, the total carrying amount of indefinite-lived intangible assets included in the tables above under trademarks was $130,553 and $130,498, respectively. | ||||||||||||
Amortization expense was $3,372 and $3,432 for the three months ended March 31, 2015 and 2014, respectively. Based on our amortizable intangible assets as of March 31, 2015, amortization expense is expected to be approximately $8,435 for the remainder of 2015, $10,259 in 2016, $7,937 in 2017, $5,912 in 2018, $5,580 in 2019 and $5,580 in 2020. |
Restructuring_and_Other_Action
Restructuring and Other Actions | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||
Restructuring and Other Actions | Restructuring and Other Actions | |||||||||||
In 2013, we began a process to increase efficiency at our Udi’s manufacturing facilities, which involved the consolidation of several facilities into one new, state-of the art facility. During 2013, charges of $2,395 were incurred for asset write-offs and $359 were incurred for related expenses associated with this restructuring effort. During 2014, additional charges of $1,064 were incurred in connection with the Udi's facility consolidation, of which $480 were for lease exit costs, net of estimated subleases, and $584 were incurred for asset write-offs. During 2015, we adjusted the accrual to eliminate the sublease assumption to reflect our current expectation of continuing lease costs. During 2014, we also incurred additional charges of $2,068 associated with the restructuring of certain executive management positions. Additionally in 2014, we determined it was necessary to relocate certain functional departments within the company to one central location. As a result of this, we expect to incur approximately $1,944 of one-time termination benefits. As of March 31, 2015, $1,731 of the one-time termination costs have been incurred, with $1,215 incurred in the three months ended March 31, 2015. Restructuring charges are included in "Restructuring, acquisition and integration-related costs" in the Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||
The following table sets forth the activity affecting the restructuring accrual: | ||||||||||||
Severance | Other Closure | Total | ||||||||||
and Exit Costs | ||||||||||||
Balance as of December 31, 2014 | $ | 551 | $ | 140 | $ | 691 | ||||||
Charges incurred | 1,245 | — | 1,245 | |||||||||
Cash payments | (12 | ) | (112 | ) | (124 | ) | ||||||
Other (1) | (2 | ) | — | (2 | ) | |||||||
Adjustments | (30 | ) | 289 | 259 | ||||||||
Balance as of March 31, 2015 | $ | 1,752 | $ | 317 | $ | 2,069 | ||||||
(1) Consists of translation adjustments. | ||||||||||||
The accrued restructuring costs as of March 31, 2015 of $2,069 are reflected in "Accounts payable and accrued expenses" in the Consolidated Balance Sheets. The liabilities for other closure and exit costs primarily relate to contractually required lease obligations and other contractually committed costs associated with facilities that are no longer used. We expect to pay the facility obligations associated with the Udi's facility consolidation through October 2020, while all severance and other costs are expected to be paid by July 2015. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses | |||||||
Accounts payable and accrued expenses consisted of the following: | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Accounts payable | $ | 26,894 | $ | 28,989 | ||||
Accrued payroll-related | 6,635 | 2,691 | ||||||
Accrued marketing | 5,373 | 3,125 | ||||||
Accrued trade spend | 3,427 | 4,007 | ||||||
Accrued interest | 2,740 | 3,036 | ||||||
Accrued restructuring | 2,069 | 691 | ||||||
Accrued other | 10,691 | 11,235 | ||||||
Accounts payable and accrued expenses | $ | 57,829 | $ | 53,774 | ||||
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
Long-term debt consisted of the following: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Term Loan | $ | 290,878 | $ | 296,537 | ||||
Revolving Facility | — | — | ||||||
Capital lease | 8,404 | 8,677 | ||||||
Total debt | 299,282 | 305,214 | ||||||
Less: Current portion | 9,113 | 4,101 | ||||||
Long-term debt | $ | 290,169 | $ | 301,113 | ||||
Credit Facility | ||||||||
The Company is party to a senior secured credit facility (the "Credit Facility"), established pursuant to a Credit Agreement dated as of July 9, 2013 (as amended by the First Amendment to Credit Agreement dated as of December 20, 2013, the Second Amendment to Credit Agreement dated as of December 20, 2013 and the Amendment Agreement dated as of July 29, 2014) by and among Boulder Brands USA, Inc. (f/k/a GFA Brands, Inc.) as borrower (the "Borrower"), the Company, as a guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent (the "Agent"), consisting of a term loan (the "Term Loan") in an aggregate principal amount of $302,000 and a revolving credit facility (the "Revolving Facility") in an aggregate principal amount of $115,000 (with sublimits for swingline loans and the issuance of letters of credit). The Term Loan will mature on July 9, 2020 and the Revolving Facility will mature on July 9, 2018. | ||||||||
As of March 31, 2015, $115,000 was available for borrowing under the Revolving Facility. | ||||||||
The interest rate for outstanding obligations at March 31, 2015 was 4.50% per annum for the Term Loan while the commitment fee on the unused Revolving Facility was 0.50% per annum. | ||||||||
Guarantees | ||||||||
The loans and other obligations under the Credit Facility (including in respect of hedging agreements and cash management obligations) are (a) guaranteed by the Company and its existing and future wholly-owned domestic subsidiaries and (b) secured by substantially all of the assets of the Company and its existing and future wholly-owned domestic subsidiaries, in each case subject to certain customary exceptions and limitations. | ||||||||
Covenants | ||||||||
So long as any borrowings under the Revolving Facility are outstanding (other than letters of credit that have been cash collateralized in accordance with the terms of the Credit Facility) as of the last day of any fiscal quarter of the Company, the terms of the Credit Facility require the Company and its subsidiaries (on a consolidated basis and subject to certain customary exceptions) to maintain a maximum total funded debt to consolidated EBITDA ratio of not more than (i) 6.50 to 1.0 for any fiscal quarter ending prior to December 31, 2015 and (ii) 6.0 to 1.0 for the fiscal quarter ending December 31, 2015 and each fiscal quarter ending thereafter. As of March 31, 2015, we were in compliance with our financial covenant. | ||||||||
Capital Leases | ||||||||
The Company has five capital leases resulting in $8,404 of capital lease obligations for certain of its manufacturing equipment as of March 31, 2015. These leases have terms that expire from June 30, 2015 through December 1, 2021. | ||||||||
Maturities | ||||||||
Under the Credit Facility and capital leases, the Company and the Borrower intend to pay the following amounts for their collective debt and contract obligations during the following years ending December 31: | ||||||||
Remainder of 2015 | $ | 8,076 | ||||||
2016 | 4,155 | |||||||
2017 | 4,227 | |||||||
2018 | 4,272 | |||||||
2019 | 4,344 | |||||||
Thereafter | 276,142 | |||||||
Total | $ | 301,216 | ||||||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||
Stock-based compensation consists of stock options and restricted stock units ("RSUs"). | |||||||||
Total stock-based compensation expense for stock options and RSUs was $2,196 and $2,366 for the three months ended March 31, 2015 and 2014, respectively. | |||||||||
Stock Options | |||||||||
We and our stockholders have authorized the issuance of up to 12,150,000 stock options under our Second Amended and Restated Stock and Awards Plan (the "Stock Plan"). As a result of the 2011 option exchange program (the "Option Exchange"), 432,178 of these options are no longer available to be granted. As of March 31, 2015, 437,196 options remained available for future grants. | |||||||||
During the third quarter of 2012, we adopted the Smart Balance, Inc. 2012 Inducement Award Plan which allows for the issuance of up to 1,300,000 inducement stock options to new employees. In the fourth quarter of 2013, an additional 2,000,000 inducement stock options were approved under this plan. The options have a ten-year term and an exercise price equal to the fair market value of our common stock on the date of grant. The options vest in four equal installments beginning on the first anniversary of the grant date. As of March 31, 2015, 1,043,125 options remained available for granting. | |||||||||
We utilize traditional service-based stock options typically with a four year graded vesting (25% vest each year). We have also granted market condition-based stock options which vest when the underlying stock price closes at $8.00, $12.00, $16.00, $16.75 and $20.25 for 20 out of 30 consecutive trading days. Stock options are granted to recipients at exercise prices not less than the fair market value of our stock on the dates of grant. | |||||||||
Additional information with respect to stock option activity is as follows: | |||||||||
Number of | Weighted | Weighted | |||||||
Outstanding | Average | Average | |||||||
Shares | Exercise | Remaining | |||||||
Price | Life (Years) | ||||||||
Options outstanding at December 31, 2014 | 11,644,968 | $ | 9.4 | 5.83 | |||||
Options granted | 182,500 | 10.58 | 9.75 | ||||||
Options exercised | (74,401 | ) | 7.43 | 6.11 | |||||
Options canceled/forfeited | (200,144 | ) | 13.23 | 8.86 | |||||
Options outstanding at March 31, 2015 | 11,552,923 | $ | 9.39 | 5.61 | |||||
Exercisable at March 31, 2015 | 7,408,038 | $ | 8.01 | 4.66 | |||||
The weighted average grant-date fair value of options granted during the three months ended March 31, 2015 was $5.33. | |||||||||
As of March 31, 2015, the total compensation cost related to non-vested awards not yet recognized was $17,547 with a weighted average remaining period of 1.78 years over which it is expected to be recognized. | |||||||||
We account for our stock-based compensation awards in accordance with GAAP for share-based payments, which requires companies to recognize compensation expense for all equity-based compensation awards issued to employees that are expected to vest. Compensation cost is based on the fair value of awards as of the grant date. | |||||||||
Stock-based compensation expense relating to stock options included in operations is as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Service period-based | $ | 1,854 | $ | 1,808 | |||||
Market price-based $16.75 | — | 4 | |||||||
Market price-based $20.25 | 1 | 18 | |||||||
Total | $ | 1,855 | $ | 1,830 | |||||
For the traditional service-based stock options, we estimated the fair value, as of the date of grant, using a Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.07% - 4.67%, expected life of 6.25 years for the service-based options, no dividends and volatility of 35.9% - 55.08%. The cost of the service-based stock options is being amortized over a four-year vesting period. In the case of the market price-based stock options, we used the Monte Carlo valuation model and have assumed an expected life of ten years. We have incorporated a forfeiture rate of 4.0% on all stock options. We recognize compensation expense for the market price-based options over the estimated vesting period. | |||||||||
Restricted Stock Units | |||||||||
In September 2011, we began granting RSUs to certain board members and employees. These RSUs were issued under the Stock Plan and are subject to its terms and conditions. We issued RSUs where the compensation cost is recognized on a straight-line basis over the requisite period the holder is required to render service. We recognized $341 and $536 of stock-based compensation for our RSUs in the three months ended March 31, 2015 and 2014, respectively. | |||||||||
Additional information with respect to RSU activity is as follows: | |||||||||
Number of | Weighted | ||||||||
Outstanding | Average | ||||||||
Units | Remaining | ||||||||
Life (Years) | |||||||||
RSUs outstanding (unvested) at December 31, 2014 | 448,750 | 2.02 | |||||||
RSUs vested | (27,500 | ) | — | ||||||
RSUs outstanding (unvested) at March 31, 2015 | 421,250 | 1.71 | |||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
Our effective tax rate for the year is dependent on many factors, including the impact of enacted tax laws in jurisdictions in which we operate and the amount of pretax income we earn. The effective tax rate was 40.5% and 26.5% for the three months ended March 31, 2015, and 2014, respectively. The lower tax rate in the three months ended March 31, 2014 is attributable to permanent true ups identified in the quarter. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share | Earnings Per Share | |||||||
Basic earnings per share has been computed based upon the weighted average number of common shares outstanding. Diluted earnings per share has been computed based upon the weighted average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, except when the effect would be anti-dilutive. | ||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Basic and diluted earnings per share: | ||||||||
Numerator: | ||||||||
Net income attributable to Boulder Brands, Inc. and Subsidiaries common stockholders | $ | 1,835 | $ | 473 | ||||
Denominator (in thousands): | ||||||||
Weighted average shares used in basic computation | 61,230 | 60,449 | ||||||
Add: Stock options and RSUs | 2,406 | 3,149 | ||||||
Weighted average shares used in diluted computation | 63,636 | 63,598 | ||||||
Earnings per share, basic | $ | 0.03 | $ | 0.01 | ||||
Earnings per share, diluted | $ | 0.03 | $ | 0.01 | ||||
Diluted earnings per share excluded the weighted-average impact of the assumed exercise of approximately 4.6 million and 4.0 million stock options and RSUs in the three months ended March 31, 2015 and 2014, respectively, because such impact would be anti-dilutive. |
Legal_Proceedings_and_Continge
Legal Proceedings and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Contingencies | Legal Proceedings and Contingencies |
Commitments | |
In addition to those disclosed in the Company's 2014 Form 10-K, as of March 31, 2015, we had the following commitments: | |
Forward purchase commitments for a portion of our projected commodity requirements may be stated at a firm price or as a discount or premium from a future commodity market price. These commitments totaled approximately $62,554 as of March 31, 2015. The majority of these commitments are expected to be liquidated within one year. | |
Legal Proceedings | |
We are currently involved in the following legal proceedings: | |
In 2007, three parties filed Oppositions to European Patent No. 0820307 relating to increasing the HDL level and the HDL/LDL ratio in human serum by balancing saturated and polyunsaturated dietary fatty acids. In July 2010, a hearing was held on this matter in Munich, Germany, and the patent panel ruled against us. In January, 2011, we received the formal written decision and appealed the ruling. At oral proceedings on March 10, 2015, the board of appeal dismissed the appeal. The matter is now concluded. The outcome of this proceeding did not and will not have any material adverse effect on our business. | |
On July 28, 2012, a putative class action lawsuit was filed in the U.S. District Court for the Southern District of California claiming that the labeling and marketing of Smart Balance® Butter & Canola Oil Blend products is false, misleading and deceptive (the "California Case"). The plaintiffs filed a Second Amended Complaint and substituted a new plaintiff. The Company moved to dismiss the Second Amended Complaint. The court denied the Company's motion to dismiss. A substantially similar class action lawsuit related to the labeling and marketing of Smart Balance® Butter & Canola Oil Blend products was filed on August 9, 2012 in the Southern District of New York. In light of its similarity to the California Case, the Southern District of New York stayed all activity in that case pending a decision in the California Case on class certification. The Company believes the allegations contained in both of these complaints are without merit and intends to vigorously defend itself against these allegations. | |
On August 29, 2012, legal proceedings were filed against the Company and others in Canada, Province of Quebec, District of Montreal, by Stepworth Holdings Inc. in connection with an indemnification claim made by the Company against Stepworth, which sold Glutino to the Company. In those legal proceedings, Stepworth sought a declaration that it was not required to indemnify the Company for losses arising from claims made against the Company by Osem and Carmit, both Glutino suppliers. As such, it sought a declaration that it was entitled to recover the amount placed in escrow to cover indemnification claims made by the Company against Stepworth. In a related proceeding, on September 24, 2012, the Company filed proceedings in the same court in Canada against Osem, Carmit and Stepworth, seeking a declaration that the suppliers’ claims against the Company are not valid. The two foregoing proceedings are now deemed to have been discontinued (and thus, no longer active) under Quebec law. | |
In parallel, on December 4, 2012, Osem filed proceedings against the Company, in the same Canadian court, seeking $16.9 million (in Canadian dollars) for the Company's reduction in the volume of purchases from Osem. In response, the Company filed a claim against Stepworth on December 10, 2012, in order to receive indemnification from Stepworth on the basis of Osem’s allegations. The Company intends to vigorously defend itself in this litigation and continues to assert its indemnification claim against Stepworth. | |
On April 1, 2015, a putative class action lawsuit was filed in the United States District Court for the District of Colorado against the Company and three of its officers alleging violations of federal securities laws. The complaint alleges that beginning in December 2013, the Company made false or misleading statements in its quarterly Securities and Exchange Commission filings and analyst conference calls about its financial performance and prospects, which supposedly were proven to have been untrue when the Company pre-announced its anticipated financial results for the third quarter of 2014. The Company believes that the allegations in the complaint are without merit and it intends to vigorously defend itself. | |
On April 28, 2015, a purported derivative action entitled Dennis Palkon v. Stephen B. Hughes, et al., was filed, ostensibly on the Company's behalf, in Colorado state court against the Company’s directors and certain of its senior officers, and against the Company itself as a nominal defendant. The complaint alleges that the officers made false statements about the Company’s financial performance and prospects (substantially the same ones that are at issue in the securities class action lawsuit described immediately below), that the directors breached their fiduciary duties by allowing such statements to be made, and that the Company should be suing to recover damages for the allegedly false statements. The complaint further alleges claims for waste of corporate assets and unjust enrichment. The complaint seeks unspecified damages and restitution in favor of the Company, certain corporate actions to purportedly improve the Company’s corporate governance, and an award of costs and expenses to the plaintiff, including attorneys’ fees. We believe that the plaintiff in the derivative action lacks standing to pursue litigation on behalf of the Company. | |
We do not expect that the resolution of any of the matters described above will have a material adverse effect on our business, although any of them could have a material adverse effect on our results in any given quarter in the event of an adverse judgment or settlement. | |
We are not a party to any other legal proceeding that we believe would have a material adverse effect on our business, results of operations or financial condition. |
Segments
Segments | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segments | Segments | |||||||
Our business consists of two reportable segments: Natural and Balance. The Natural segment consists of our Udi's, Glutino, Davies and EVOL branded products. The Balance segment consists of Smart Balance, Earth Balance and Level Life branded products. | ||||||||
Net sales and brand profit are the primary measures used by our Chief Operating Decision Maker (“CODM”) to evaluate segment operating performance and to decide how to allocate resources to segments. Our CODM is the Company's Chief Executive Officer. Brand profit is calculated as gross profit less marketing, selling and royalty expense (income), net. Assets are reviewed by the CODM on a consolidated basis and are not reported by operating segment. | ||||||||
The contribution of our reportable segments to net sales and brand profit and the reconciliation to consolidated amounts are summarized below. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Net Sales: | ||||||||
Natural | $ | 78,965 | $ | 73,374 | ||||
Balance | 50,035 | 49,478 | ||||||
$ | 129,000 | $ | 122,852 | |||||
Brand Profit: | ||||||||
Natural | $ | 13,363 | $ | 13,845 | ||||
Balance | 19,576 | 18,212 | ||||||
Total for reportable segments | 32,939 | 32,057 | ||||||
Less: | ||||||||
General and administrative, excluding royalty expense (income), net | 24,197 | 22,789 | ||||||
Restructuring, acquisition and integration-related costs | 1,493 | 3,934 | ||||||
Interest expense | 4,157 | 4,267 | ||||||
Other expense, net | 39 | 507 | ||||||
Income before income taxes | $ | 3,053 | $ | 560 | ||||
General_and_Basis_of_Presentat1
General and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. | |
Revenue Recognition | Revenue Recognition |
We offer our customers and consumers a variety of sales and incentive programs, including discounts, allowances, coupons, slotting fees, and advertising; such amounts are estimated and recorded as a reduction in revenue. For interim reporting, we estimate the total annual sales incentives for most programs and record a pro rata share in proportion to forecasted annual revenue. As a result, we have recorded a prepaid expense at March 31, 2015 of $2,222, which will be charged to expense over the remainder of the year. | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss |
The change in Accumulated Other Comprehensive Loss from December 31, 2014 to March 31, 2015 of $3,346 includes $3,752 of losses on intercompany foreign currency transactions that are of a long-term investment nature. | |
Investments | Investments |
In 2013, the Company formed a new partnership called Boulder Brands Investment Group, LLC ("BIG") with a third party. BIG invests in early-stage growth companies in the natural and organic food and beverage sectors. All investments have been accounted for under the cost method and fair value has not been estimated as there have been no identified events or changes in circumstances that would have an adverse effect on the value of these investments. As the Company has a controlling financial interest in BIG, it is consolidated with these Consolidated Financial Statements, and the applicable noncontrolling interest is reflected herein | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers." This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605, "Revenue Recognition," and most industry-specific guidance throughout the Codification. The standard requires entities to recognize the amount of revenue that reflects the consideration to which the company expects to be entitled in exchange for the transfer of promised goods or services to customers. This ASU is effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. On April 1, 2015, the FASB voted to propose a one-year deferral of the effective date but to permit entities to adopt the standard on the original effective date if they choose. If the deferral is approved, the standard will be effective for interim and annual periods beginning after December 15, 2017. The Company is in the process of assessing both the method and the impact of the adoption of ASU 2014-09 on its financial position, results of operations, cash flows and financial statement disclosures. | |
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern: Disclosures about an Entity’s Ability to Continue as a Going Concern." The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The new guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The Company is currently assessing the impact of the adoption of ASU No. 2014-15 on its financial position, results of operations and financial statement disclosures. | |
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The ASU is effective for annual reporting periods beginning after December 15, 2016. The new guidance will be applied retrospectively to each prior period presented. The Company currently presents debt issuance costs as an asset and upon adoption of this ASU in 2017, will present such debt issuance costs as a direct deduction from the related debt liability. |
Financial_Instruments_and_Fair1
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Fair Value Disclosures [Abstract] | ||||||||
Fair Value, by Balance Sheet Grouping | The following table presents assets and liabilities measured at fair value on a recurring basis: | |||||||
Fair Value Measurements at Reporting Date | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Assets: | ||||||||
Recurring fair value measurements (1) | ||||||||
Deferred compensation (a) | $ | 1,660 | $ | 1,611 | ||||
Derivative assets (b) | — | 88 | ||||||
Total recurring fair value measurements of assets | $ | 1,660 | $ | 1,699 | ||||
Liabilities: | ||||||||
Recurring fair value measurements (1) | ||||||||
Deferred compensation (a) | $ | 1,458 | $ | 1,516 | ||||
Total recurring fair value measurements of liabilities | $ | 1,458 | $ | 1,516 | ||||
(1) All recurring fair value measurements were based upon significant other observable inputs (Level 2). | ||||||||
(a) | Deferred compensation assets are recorded in "Other assets" and deferred compensation liabilities are recorded in "Other liabilities" in the Consolidated Balance Sheets. | |||||||
(b) Derivative assets are recorded in "Accounts receivable - other." |
Inventory_Tables
Inventory (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventories | Inventories consisted of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Finished product | $ | 33,986 | $ | 38,278 | ||||
Raw materials | 16,675 | 14,610 | ||||||
Inventories | $ | 50,661 | $ | 52,888 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | Property and equipment, net consisted of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 512 | $ | 538 | ||||
Buildings and improvements | 2,249 | 2,361 | ||||||
Software development costs | 10,539 | 10,268 | ||||||
Machinery and equipment | 50,040 | 47,589 | ||||||
Furniture and fixtures | 2,662 | 2,240 | ||||||
Leasehold improvements | 12,181 | 11,584 | ||||||
Gross assets | 78,183 | 74,580 | ||||||
Less: accumulated depreciation | (23,159 | ) | (21,429 | ) | ||||
Property and equipment, net | $ | 55,024 | $ | 53,151 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Schedule of Goodwill | The following summarizes the changes in our goodwill, by segment: | |||||||||||
Balance | Natural | Total | ||||||||||
Goodwill | $ | 381,299 | $ | 95,777 | $ | 477,076 | ||||||
Accumulated impairment loss | (243,484 | ) | — | (243,484 | ) | |||||||
Balance as of January 1, 2015 | 137,815 | 95,777 | 233,592 | |||||||||
Translation adjustments | — | (884 | ) | (884 | ) | |||||||
Balance as of March 31, 2015 | $ | 137,815 | $ | 94,893 | $ | 232,708 | ||||||
Balance | Natural | Total | ||||||||||
Goodwill | $ | 381,299 | $ | 95,928 | $ | 477,227 | ||||||
Accumulated impairment loss | (130,000 | ) | — | (130,000 | ) | |||||||
Balance as of January 1, 2014 | 251,299 | 95,928 | 347,227 | |||||||||
Impairment loss | (113,484 | ) | — | (113,484 | ) | |||||||
Goodwill acquired during the year | — | 800 | 800 | |||||||||
Translation adjustments | — | (951 | ) | (951 | ) | |||||||
Balance as of December 31, 2014 | $ | 137,815 | $ | 95,777 | $ | 233,592 | ||||||
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following major classes as of March 31, 2015: | |||||||||||
Gross | Accumulated | Net Carrying Value | ||||||||||
Carrying | Amortization | |||||||||||
Amount | ||||||||||||
Patent technology | $ | 46,058 | $ | (37,037 | ) | $ | 9,021 | |||||
Proprietary recipes | 4,225 | (1,925 | ) | 2,300 | ||||||||
Non-compete agreements | 600 | (492 | ) | 108 | ||||||||
Supply relationships | 1,000 | (526 | ) | 474 | ||||||||
Customer relationships | 59,238 | (15,514 | ) | 43,724 | ||||||||
Subscription database | 2,900 | (2,465 | ) | 435 | ||||||||
Trademarks/tradenames | 131,590 | (444 | ) | 131,146 | ||||||||
Intangible assets, net | $ | 245,611 | $ | (58,403 | ) | $ | 187,208 | |||||
Intangible assets, net consisted of the following major classes as of December 31, 2014: | ||||||||||||
Gross | Accumulated | Net Carrying Value | ||||||||||
Carrying | Amortization | |||||||||||
Amount | ||||||||||||
Patent technology | $ | 46,058 | $ | (35,452 | ) | $ | 10,606 | |||||
Proprietary recipes | 4,225 | (1,745 | ) | 2,480 | ||||||||
Non-compete agreements | 600 | (433 | ) | 167 | ||||||||
Supply relationships | 1,000 | (509 | ) | 491 | ||||||||
Customer relationships | 60,616 | (14,665 | ) | 45,951 | ||||||||
Subscription database | 2,900 | (2,320 | ) | 580 | ||||||||
Trademarks/tradenames | 131,537 | (412 | ) | 131,125 | ||||||||
Intangible assets, net | $ | 246,936 | $ | (55,536 | ) | $ | 191,400 | |||||
Restructuring_and_Other_Action1
Restructuring and Other Actions (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||
Schedule of Restructuring and Related Costs | The following table sets forth the activity affecting the restructuring accrual: | |||||||||||
Severance | Other Closure | Total | ||||||||||
and Exit Costs | ||||||||||||
Balance as of December 31, 2014 | $ | 551 | $ | 140 | $ | 691 | ||||||
Charges incurred | 1,245 | — | 1,245 | |||||||||
Cash payments | (12 | ) | (112 | ) | (124 | ) | ||||||
Other (1) | (2 | ) | — | (2 | ) | |||||||
Adjustments | (30 | ) | 289 | 259 | ||||||||
Balance as of March 31, 2015 | $ | 1,752 | $ | 317 | $ | 2,069 | ||||||
(1) Consists of translation adjustments. |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consisted of the following: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Accounts payable | $ | 26,894 | $ | 28,989 | ||||
Accrued payroll-related | 6,635 | 2,691 | ||||||
Accrued marketing | 5,373 | 3,125 | ||||||
Accrued trade spend | 3,427 | 4,007 | ||||||
Accrued interest | 2,740 | 3,036 | ||||||
Accrued restructuring | 2,069 | 691 | ||||||
Accrued other | 10,691 | 11,235 | ||||||
Accounts payable and accrued expenses | $ | 57,829 | $ | 53,774 | ||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt | Long-term debt consisted of the following: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Term Loan | $ | 290,878 | $ | 296,537 | ||||
Revolving Facility | — | — | ||||||
Capital lease | 8,404 | 8,677 | ||||||
Total debt | 299,282 | 305,214 | ||||||
Less: Current portion | 9,113 | 4,101 | ||||||
Long-term debt | $ | 290,169 | $ | 301,113 | ||||
Contractual Obligation, Fiscal Year Maturity Schedule | Under the Credit Facility and capital leases, the Company and the Borrower intend to pay the following amounts for their collective debt and contract obligations during the following years ending December 31: | |||||||
Remainder of 2015 | $ | 8,076 | ||||||
2016 | 4,155 | |||||||
2017 | 4,227 | |||||||
2018 | 4,272 | |||||||
2019 | 4,344 | |||||||
Thereafter | 276,142 | |||||||
Total | $ | 301,216 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Schedule of Stock Options Activity | Additional information with respect to stock option activity is as follows: | ||||||||
Number of | Weighted | Weighted | |||||||
Outstanding | Average | Average | |||||||
Shares | Exercise | Remaining | |||||||
Price | Life (Years) | ||||||||
Options outstanding at December 31, 2014 | 11,644,968 | $ | 9.4 | 5.83 | |||||
Options granted | 182,500 | 10.58 | 9.75 | ||||||
Options exercised | (74,401 | ) | 7.43 | 6.11 | |||||
Options canceled/forfeited | (200,144 | ) | 13.23 | 8.86 | |||||
Options outstanding at March 31, 2015 | 11,552,923 | $ | 9.39 | 5.61 | |||||
Exercisable at March 31, 2015 | 7,408,038 | $ | 8.01 | 4.66 | |||||
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense relating to stock options included in operations is as follows: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Service period-based | $ | 1,854 | $ | 1,808 | |||||
Market price-based $16.75 | — | 4 | |||||||
Market price-based $20.25 | 1 | 18 | |||||||
Total | $ | 1,855 | $ | 1,830 | |||||
Schedule of Restricted Stock Units Activity | Additional information with respect to RSU activity is as follows: | ||||||||
Number of | Weighted | ||||||||
Outstanding | Average | ||||||||
Units | Remaining | ||||||||
Life (Years) | |||||||||
RSUs outstanding (unvested) at December 31, 2014 | 448,750 | 2.02 | |||||||
RSUs vested | (27,500 | ) | — | ||||||
RSUs outstanding (unvested) at March 31, 2015 | 421,250 | 1.71 | |||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per share: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Basic and diluted earnings per share: | ||||||||
Numerator: | ||||||||
Net income attributable to Boulder Brands, Inc. and Subsidiaries common stockholders | $ | 1,835 | $ | 473 | ||||
Denominator (in thousands): | ||||||||
Weighted average shares used in basic computation | 61,230 | 60,449 | ||||||
Add: Stock options and RSUs | 2,406 | 3,149 | ||||||
Weighted average shares used in diluted computation | 63,636 | 63,598 | ||||||
Earnings per share, basic | $ | 0.03 | $ | 0.01 | ||||
Earnings per share, diluted | $ | 0.03 | $ | 0.01 | ||||
Segments_Tables
Segments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of Segment Reporting Information, by Segment | The contribution of our reportable segments to net sales and brand profit and the reconciliation to consolidated amounts are summarized below. | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Net Sales: | ||||||||
Natural | $ | 78,965 | $ | 73,374 | ||||
Balance | 50,035 | 49,478 | ||||||
$ | 129,000 | $ | 122,852 | |||||
Brand Profit: | ||||||||
Natural | $ | 13,363 | $ | 13,845 | ||||
Balance | 19,576 | 18,212 | ||||||
Total for reportable segments | 32,939 | 32,057 | ||||||
Less: | ||||||||
General and administrative, excluding royalty expense (income), net | 24,197 | 22,789 | ||||||
Restructuring, acquisition and integration-related costs | 1,493 | 3,934 | ||||||
Interest expense | 4,157 | 4,267 | ||||||
Other expense, net | 39 | 507 | ||||||
Income before income taxes | $ | 3,053 | $ | 560 | ||||
General_and_Basis_of_Presentat2
General and Basis of Presentation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Foreign currency translation adjustment | $3,346 | $1,187 |
Sales and Incentive Programs | ||
Segment Reporting Information [Line Items] | ||
Prepaid expenses for incentive programs | 2,222 | |
Intra-Entity | ||
Segment Reporting Information [Line Items] | ||
Foreign currency translation adjustment | $3,752 |
Financial_Instruments_and_Fair2
Financial Instruments and Fair Value Measurements (Details) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Unrealized gain on commodity contracts | $26 | $49 | |||
Estimated Fair Value | Level 2 | Recurring | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Derivative Assets | 0 | [1],[2] | 88 | [1],[2] | |
Total assets | 1,660 | [1] | 1,699 | [1] | |
Total liabilities | 1,458 | [1] | 1,516 | [1] | |
Estimated Fair Value | Level 2 | Recurring | Deferred compensation | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Assets, Deferred Compensation | 1,660 | [1],[3] | 1,611 | [1],[3] | |
Liabilities, Deferred Compensation | $1,458 | [1],[3] | $1,516 | [1],[3] | |
[1] | All recurring fair value measurements were based upon significant other observable inputs (Level 2). | ||||
[2] | Derivative assets are recorded in "Accounts receivable - other." | ||||
[3] | Deferred compensation assets are recorded in "Other assets" and deferred compensation liabilities are recorded in "Other liabilities" in the Consolidated Balance Sheets. |
Inventory_Details
Inventory (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Finished product | $33,986 | $38,278 |
Raw materials | 16,675 | 14,610 |
Inventories | $50,661 | $52,888 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $78,183 | $74,580 | |
Less: accumulated depreciation | -23,159 | -21,429 | |
Property and equipment, net | 55,024 | 53,151 | |
Depreciation expense | 2,226 | 2,096 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 512 | 538 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 2,249 | 2,361 | |
Software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 10,539 | 10,268 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 50,040 | 47,589 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 2,662 | 2,240 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $12,181 | $11,584 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Goodwill (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | |||
Goodwill | $477,076 | $477,227 | |
Accumulated impairment loss | -243,484 | -130,000 | |
Goodwill, beginning of the period | 233,592 | 347,227 | |
Impairment loss | -113,484 | ||
Impairment loss | 800 | ||
Translation adjustments | -884 | -951 | |
Goodwill, end of the period | 232,708 | 233,592 | |
Balance | |||
Goodwill [Roll Forward] | |||
Goodwill | 381,299 | 381,299 | |
Accumulated impairment loss | -243,484 | -130,000 | |
Goodwill, beginning of the period | 137,815 | 251,299 | |
Impairment loss | -113,484 | ||
Impairment loss | 0 | ||
Translation adjustments | 0 | 0 | |
Goodwill, end of the period | 137,815 | 137,815 | |
Natural | |||
Goodwill [Roll Forward] | |||
Goodwill | 95,777 | 95,928 | |
Accumulated impairment loss | 0 | 0 | |
Goodwill, beginning of the period | 95,777 | 95,928 | |
Impairment loss | 0 | ||
Impairment loss | 800 | ||
Translation adjustments | -884 | -951 | |
Goodwill, end of the period | $94,893 | $95,777 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Finite Lived Intangible Assets (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $245,611 | $246,936 | |
Accumulated Amortization | -58,403 | -55,536 | |
Net Carrying Value | 187,208 | 191,400 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Amortization of Intangible Assets | 3,372 | 3,432 | |
Amortization expense remainder of fiscal year | 8,435 | ||
Amortization expense year two | 10,259 | ||
Amortization expense year three | 7,937 | ||
Amortization expense year four | 5,912 | ||
Amortization expense year five | 5,580 | ||
Amortization expense, year six | 5,580 | ||
Patent technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 46,058 | 46,058 | |
Accumulated Amortization | -37,037 | -35,452 | |
Net Carrying Value | 9,021 | 10,606 | |
Proprietary recipes | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 4,225 | 4,225 | |
Accumulated Amortization | -1,925 | -1,745 | |
Net Carrying Value | 2,300 | 2,480 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 600 | 600 | |
Accumulated Amortization | -492 | -433 | |
Net Carrying Value | 108 | 167 | |
Supply relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,000 | 1,000 | |
Accumulated Amortization | -526 | -509 | |
Net Carrying Value | 474 | 491 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 59,238 | 60,616 | |
Accumulated Amortization | -15,514 | -14,665 | |
Net Carrying Value | 43,724 | 45,951 | |
Subscription database | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,900 | 2,900 | |
Accumulated Amortization | -2,465 | -2,320 | |
Net Carrying Value | 435 | 580 | |
Trademarks/tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 131,590 | 131,537 | |
Accumulated Amortization | -444 | -412 | |
Net Carrying Value | $131,146 | $131,125 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Indefinite Lived Intangible Assets (Details) (Trademarks/tradenames, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Trademarks/tradenames | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $130,553 | $130,498 |
Restructuring_and_Other_Action2
Restructuring and Other Actions (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Asset write-offs, restructuring efforts | $0 | $542 | ||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning balance | 691 | |||
Charges incurred | 1,245 | |||
Cash payments | -124 | |||
Other | -2 | [1] | ||
Adjustments | 259 | |||
Restructuring Reserve, Ending balance | 2,069 | |||
Accrued restructuring | 2,069 | 691 | ||
Severance | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning balance | 551 | |||
Charges incurred | 1,245 | |||
Cash payments | -12 | |||
Other | -2 | [1] | ||
Adjustments | -30 | |||
Restructuring Reserve, Ending balance | 1,752 | |||
Other Closure and Exit Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning balance | 140 | |||
Charges incurred | 0 | |||
Cash payments | -112 | |||
Other | 0 | [1] | ||
Adjustments | 289 | |||
Restructuring Reserve, Ending balance | 317 | |||
Udi's | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset write-offs, restructuring efforts | 584 | |||
Restructuring Reserve [Roll Forward] | ||||
Charges incurred | 1,064 | 359 | ||
Udi's | Lease Exit Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges incurred | 480 | |||
Udi's | Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected restructuring and related costs | 2,068 | |||
Udi's | One-time Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected restructuring and related costs | 1,944 | |||
Incurred restructuring and related costs | 1,731 | |||
Restructuring and related costs incurred during period | 1,215 | |||
Udi's | Restructuring, Acquisition and Integration-related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset write-offs, restructuring efforts | $2,395 | |||
[1] | Consists of translation adjustments. |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accounts payable | $26,894 | $28,989 |
Accrued payroll-related | 6,635 | 2,691 |
Accrued marketing | 5,373 | 3,125 |
Accrued trade spend | 3,427 | 4,007 |
Accrued interest | 2,740 | 3,036 |
Accrued restructuring | 2,069 | 691 |
Accrued other | 10,691 | 11,235 |
Accounts payable and accrued expenses | $57,829 | $53,774 |
Debt_Details
Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Jul. 29, 2014 |
capital_lease | |||
Debt Instrument [Line Items] | |||
Term Loan | $290,878,000 | $296,537,000 | |
Revolving Facility | 0 | 0 | |
Capital lease | 8,404,000 | 8,677,000 | |
Total debt | 299,282,000 | 305,214,000 | |
Less: Current portion | 9,113,000 | 4,101,000 | |
Long-term debt | 290,169,000 | 301,113,000 | |
Credit facility, remaining borrowing capacity | 115,000,000 | ||
Interest rate on unused credit line under the amended credit agreement | 0.50% | ||
Number Of Capital Leases | 5 | ||
Revolving Credit Facility | New Revolving Facility Maturing July 9, 2018 | |||
Debt Instrument [Line Items] | |||
Line of credit facility | 115,000,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Interest rate on outstanding obligations under the amended credit agreement | 4.50% | ||
Term Loan | Senior Secured Credit Facility | |||
Debt Instrument [Line Items] | |||
Term loan | $302,000,000 | ||
Term Loan and Revolving Credit Facility | New Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum ratio of total funded debt to consolidated EBITDA, initial | 6.5 | ||
Maximum ratio of total funded debt to consolidated EBITDA, through remaining term | 6 |
Debt_Maturities_Details
Debt - Maturities (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
Remainder of 2015 | $8,076 |
2016 | 4,155 |
2017 | 4,227 |
2018 | 4,272 |
2019 | 4,344 |
Thereafter | 276,142 |
Total | $301,216 |
StockBased_Compensation_Narrat
Stock-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $2,196 | $2,366 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 1,855 | 1,830 | ||
Award Vesting Period | 4 years | |||
Expected term (in years) | 6 years 3 months | |||
Annual vesting rate percentage | 25.00% | |||
Number trading days (out of 30 consecutive) the stock price must close within options exercise price range | 20 days | |||
Number of consecutive trading days stock price Must close within options exercise price range | 30 days | |||
Weighted average grant date fair value (dollars per share) | $5.33 | |||
Non-vested awards not yet recognized | 17,547 | |||
Compensation not recognized expected period for recognition (in years) | 1 year 9 months 11 days | |||
Estimated minimum risk free interest rate | 1.07% | |||
Estimated maximum risk free interest rate | 4.67% | |||
Estimated minimum volatility | 35.90% | |||
Estimated maximum volatility | 55.08% | |||
Estimated forfeiture rate | 4.00% | |||
Stock Options | Market price-based $8.00 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share price | $8 | |||
Stock Options | Market price-based $12.00 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share price | $12 | |||
Stock Options | Market price-based $16.00 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share price | $16 | |||
Stock Options | Market price-based $16.75 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 0 | 4 | ||
Share price | $16.75 | |||
Stock Options | Market price-based $20.25 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 1 | 18 | ||
Share price | $20.25 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $341 | $536 | ||
Second Amended and Restated Stock and Awards Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 12,150,000 | |||
Decrease in options available for grant | 432,178 | |||
Shares available for grant | 437,196 | |||
Smart Balance Inc 2012 Inducement Award Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 2,000,000 | 1,300,000 | ||
Shares available for grant | 1,043,125 | |||
Expected term (in years) | 10 years | |||
Number of equal vesting installments | 4 |
StockBased_Compensation_Activi
Stock-Based Compensation - Activity (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding, Beginning balance | 11,644,968 | |
Options granted | 182,500 | |
Options exercised | -74,401 | |
Options canceled and forfeited | -200,144 | |
Options outstanding, Ending balance | 11,552,923 | 11,644,968 |
Options exercisable | 7,408,038 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Options outstanding, Weighted average exercise price, Beginning of period | $9.40 | |
Options granted, Weighted average exercise price | $10.58 | |
Options exercised, Weighted average exercise price | $7.43 | |
Options, Cancelled/forfeited, Weighted average exercise price | $13.23 | |
Options outstanding, Weighted average exercise price, End of period | $9.39 | $9.40 |
Options exercisable, Weighted average exercise price | $8.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term [Roll Forward] | ||
Options Outstanding Weighted Average Remaining Life (years) | 5 years 7 months 10 days | 5 years 9 months 29 days |
Options granted, Weighted Average Remaining Life (years) | 9 years 9 months | |
Options exercised, Weighted Average Remaining Life (years) | 6 years 1 month 10 days | |
Options canceled/forfeited, Weighted Average Remaining Life (years) | 8 years 10 months 10 days | |
Options Outstanding Weighted Average Remaining Life (years) | 5 years 7 months 10 days | 5 years 9 months 29 days |
Options exercisable, Weighted Average Remaining Life (years) | 4 years 7 months 28 days |
StockBased_Compensation_StockB
Stock-Based Compensation - Stock-Based Compensation Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Compensation expense | $2,196 | $2,366 |
Stock Options | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Compensation expense | 1,855 | 1,830 |
Service period-based | Stock Options | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Compensation expense | 1,854 | 1,808 |
Market price-based $16.75 | Stock Options | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Compensation expense | 0 | 4 |
Market price-based $20.25 | Stock Options | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Compensation expense | $1 | $18 |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted Stock Units (Details) (Restricted Stock Units (RSUs)) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
RSUs outstanding, Beginning of period | 448,750 | |
RSUs vested | -27,500 | |
RSUs outstanding, End of period | 421,250 | 448,750 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms [Roll Forward] | ||
RSUs outstanding, Weighted Average Remaining Life (Years), Beginning | 1 year 8 months 16 days | 2 years 0 months 7 days |
RSUs outstanding, Weighted Average Remaining Life (Years), End | 1 year 8 months 16 days | 2 years 0 months 7 days |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 40.50% | 26.50% |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net income attributable to Boulder Brands, Inc. and Subsidiaries common stockholders | $1,835 | $473 |
Weighted average shares used in basic computation | 61,229,539 | 60,449,068 |
Add: Stock options and RSUs | 2,406,000 | 3,149,000 |
Weighted average shares used in diluted computation | 63,636,054 | 63,598,226 |
Earnings per share, basic | $0.03 | $0.01 |
Earnings per share, diluted | $0.03 | $0.01 |
Antidilutive stock options and RSUs excluded from the calculation of weighted average shares | 4,600,000 | 4,000,000 |
Legal_Proceedings_and_Continge1
Legal Proceedings and Contingencies (Details) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Dec. 04, 2012 | Mar. 31, 2015 | |
Osem | Forward Contracts | ||
CAD | Inventories | ||
Commodity contract | |||
USD ($) | |||
Commitments and Contingencies [Line Items] | |||
Purchase obligation due in next twelve months | $62,554,000 | ||
Period for which forward purchase commitments are expected to be liquidated (in years) | 1 year | ||
Value of damages sought | 16,900,000 |
Segments_Details
Segments (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
segment | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 2 | |
Net Sales: | $129,000 | $122,852 |
Brand Profit: | 32,939 | 32,057 |
General and administrative, excluding royalty expense (income), net | 24,197 | 22,789 |
Restructuring, acquisition and integration-related costs | 1,493 | 3,934 |
Interest expense | 4,157 | 4,267 |
Other expense, net | 39 | 507 |
Income before income taxes | 3,053 | 560 |
Natural | ||
Segment Reporting Information [Line Items] | ||
Net Sales: | 78,965 | 73,374 |
Brand Profit: | 13,363 | 13,845 |
Balance | ||
Segment Reporting Information [Line Items] | ||
Net Sales: | 50,035 | 49,478 |
Brand Profit: | $19,576 | $18,212 |