Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 29, 2014 | 2-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'INVENTURE FOODS, INC. | ' |
Entity Central Index Key | '0000944508 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 29-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-29 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 19,439,272 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $677 | $910 |
Accounts receivable, net of allowance for doubtful accounts of $201 and $219 at March 29, 2014 and December 28, 2013, respectively | 22,528 | 23,618 |
Inventories | 41,877 | 43,086 |
Deferred income tax asset | 746 | 755 |
Other current assets | 1,652 | 1,223 |
Total current assets | 67,480 | 69,592 |
Property and equipment, net of accumulated depreciation of $35,397 and $33,880 at March 29, 2014 and December 28, 2013, respectively | 53,933 | 50,140 |
Goodwill | 23,064 | 23,064 |
Trademarks and other intangibles, net | 25,323 | 25,624 |
Other assets | 1,556 | 1,671 |
Total assets | 171,356 | 170,091 |
Current liabilities: | ' | ' |
Accounts payable | 21,790 | 19,380 |
Accrued liabilities | 11,513 | 10,121 |
Current portion of long-term debt | 6,112 | 6,110 |
Total current liabilities | 39,415 | 35,611 |
Long-term debt, less current portion | 60,332 | 61,865 |
Line of credit | 3,621 | 3,223 |
Deferred income tax liability | 4,197 | 4,188 |
Interest rate swaps | 479 | 526 |
Other liabilities | 2,274 | 5,525 |
Total liabilities | 110,318 | 110,938 |
Commitments and contingencies (Note 7) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $.01 par value; 50,000 shares authorized; 19,807 and 19,845 shares issued and outstanding at March 29, 2014 and December 28, 2013, respectively | 198 | 198 |
Additional paid-in capital | 31,220 | 30,960 |
Accumulated other comprehensive loss | -216 | -244 |
Retained earnings | 30,307 | 28,710 |
Total stockholders' equity before treasury stock | 61,509 | 59,624 |
Less: treasury stock, at cost: 368 shares at March 29, 2014 and December 28, 2013 | -471 | -471 |
Total stockholders' equity | 61,038 | 59,153 |
Total liabilities and stockholders' equity | $171,356 | $170,091 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
CONDENSED CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $201 | $219 |
Property and equipment, accumulated depreciation (in dollars) | $35,397 | $33,880 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 19,807 | 19,845 |
Common stock, shares outstanding | 19,807 | 19,845 |
Treasury stock, shares | 368 | 368 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ' | ' |
Net revenues | $67,509 | $48,537 |
Cost of revenues | 55,946 | 39,712 |
Gross profit | 11,563 | 8,825 |
Selling, general and administrative expenses | 8,398 | 6,957 |
Operating income | 3,165 | 1,868 |
Interest expense, net | 670 | 220 |
Income before income taxes | 2,495 | 1,648 |
Income tax provision | 898 | 592 |
Net income | $1,597 | $1,056 |
Earnings per common share: | ' | ' |
Basic (in dollars per share) | $0.08 | $0.05 |
Diluted (in dollars per share) | $0.08 | $0.05 |
Weighted average number of common shares: | ' | ' |
Basic (in shares) | 19,437 | 19,206 |
Diluted (in shares) | 19,924 | 19,694 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' |
Net income | $1,597 | $1,056 |
Change in fair value of interest rate swaps, net of tax | 28 | 34 |
Comprehensive income | $1,625 | $1,090 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $1,597 | $1,056 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 1,616 | 1,213 |
Amortization | 301 | 2 |
Provision for bad debts | -18 | -20 |
Deferred income taxes | 227 | 556 |
Excess income tax benefit from exercise of stock options | -214 | -394 |
Share-based compensation expense | 222 | 194 |
Loss on disposition of equipment | 20 | 20 |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable | 1,109 | -185 |
Inventories | 1,209 | 4,998 |
Other assets and liabilities | -324 | 85 |
Accounts payable and accrued liabilities | 999 | 2,232 |
Net cash provided by operating activities | 6,744 | 9,757 |
Cash flows from investing activities: | ' | ' |
Payment of additional purchase price consideration for Willamette Valley Fruit Company | -450 | ' |
Purchase of equipment | -5,430 | -3,449 |
Net cash used in investing activities | -5,880 | -3,449 |
Cash flows from financing activities: | ' | ' |
Net borrowings (repayments) on line of credit | 397 | -10,117 |
Proceeds from issuance of common stock under equity award plans | 31 | ' |
Payments made on capital lease obligations | -123 | -121 |
Borrowings on equipment term loan | ' | 8,500 |
Payments made on long-term debt | -1,408 | -290 |
Payment of deferred financing fees | ' | -78 |
Excess income tax benefit from exercise of stock options | 214 | 394 |
Payment of payroll taxes on stock-based compensation through shares withheld | -208 | -426 |
Net cash used in financing activities | -1,097 | -2,138 |
Net (decrease) increase in cash and cash equivalents | -233 | 4,170 |
Cash and cash equivalents at beginning of period | 910 | 419 |
Cash and cash equivalents at end of period | 677 | 4,589 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid during the period for interest | -518 | -298 |
Cash (paid) refunded during the period for income taxes | ($855) | $13 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies | ' | |||||||||||||||||||||
Organization and Summary of Significant Accounting Policies | ' | |||||||||||||||||||||
1. Organization and Summary of Significant Accounting Policies | ||||||||||||||||||||||
Inventure Foods, Inc., a Delaware corporation (referred to herein as the “Company,” referred to as “we,” “our” or “us”), is a leading marketer and manufacturer of healthy/natural and indulgent specialty snack food brands with more than $215 million in annual net revenues for fiscal year 2013. | ||||||||||||||||||||||
We operate in two segments: frozen products and snack products. The frozen products segment produces frozen fruits, vegetables and beverages for sale primarily to groceries, club stores and mass merchandisers. All products sold under our frozen products segment are considered part of the healthy/natural food category. The snack products segment produces potato chips, kettle chips, potato crisps, potato skins, pellet snacks, sheeted dough products, cereal and extruded products for sale primarily to snack food distributors and retailers. The products sold under our snack products segment includes products considered part of the indulgent specialty snack food category, as well as products considered part of the healthy/natural food category. | ||||||||||||||||||||||
We specialize in two primary product categories: (1) healthy/natural food products and (2) indulgent specialty snack products. We sell our products nationally through a number of channels including: grocery, natural, mass merchandisers, drug, club, value, vending, food service, convenience stores and international. Our goal is to have a diversified portfolio of brands, products, customers and distribution channels. | ||||||||||||||||||||||
In our healthy/natural food category, products include Rader Farms® frozen berries, Boulder Canyon® Natural Foods brand kettle cooked potato chips, Willamette Valley Fruit CompanyTM brand frozen berries, Fresh FrozenTM brand frozen vegetables, Jamba® branded blend-and-serve smoothie kits under license from Jamba Juice Company, Seattle’s Best Coffee® Frozen Coffee Blends branded blend-and-serve frozen coffee beverage under license from Seattle’s Best Coffee, LLC and private label frozen fruit and healthy/natural snacks. | ||||||||||||||||||||||
In our indulgent specialty snack food category, products include T.G.I. Friday’s® brand snacks under license from T.G.I. Friday’s Inc. (“T.G.I. Friday’s”), Nathan’s Famous® brand snack products under license from Nathan’s Famous Corporation, Vidalia® brand snack products under license from Vidalia Brands, Inc., Poore Brothers® kettle cooked potato chips, Bob’s Texas Style® kettle cooked chips, and Tato Skins® brand potato snacks. We also manufacture private label snacks for certain grocery retail chains and co-pack products for other snack and cereal manufacturers. | ||||||||||||||||||||||
We operate manufacturing facilities in seven locations. Our frozen berry products are manufactured in Lynden, Washington and two facilities in Salem, Oregon. Our frozen berry business grows, processes and markets premium berry blends, raspberries, blueberries and rhubarb and purchases marionberries, cherries, cranberries, strawberries and other fruits from a select network of fruit growers for resale. The fruit is processed, frozen and packaged for sale and distribution to wholesale customers. Our frozen vegetable products are manufactured in Jefferson, Georgia and Thomasville, Georgia. Our frozen beverage products are packaged at our Lynden, Washington facility. We also use third-party processors for certain frozen products and package certain frozen fruits for other manufacturers. Our snack products are manufactured at our Phoenix, Arizona and Bluffton, Indiana plants, as well as some third-party plants for certain products. | ||||||||||||||||||||||
Our fiscal year ends on the last Saturday occurring in the month of December of each calendar year. Accordingly, the first quarter of 2014 commenced December 29, 2013 and ended March 29, 2014. | ||||||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||||
The consolidated financial statements include the accounts of Inventure Foods, Inc. and all of our wholly owned subsidiaries. All significant intercompany amounts and transactions have been eliminated. The financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary in order to make the consolidated financial statements not misleading. A description of our accounting policies and other financial information is included in the audited financial statements filed with our Annual Report on Form 10-K/A for the fiscal year ended December 28, 2013. The results of operations for the quarter ended March 29, 2014 are not necessarily indicative of the results expected for the full year. | ||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. We classify our investments based upon an established fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are described as follows: | ||||||||||||||||||||||
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||||||||||||||||||||
Level 2 Quoted prices in markets that are not considered to be active or financial instruments without quoted market prices, but for which all significant inputs are observable, either directly or indirectly; | ||||||||||||||||||||||
Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | ||||||||||||||||||||||
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | ||||||||||||||||||||||
At March 29, 2014 and December 28, 2013, the carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximate fair values since they are short term in nature. The carrying value of the long-term debt approximates fair-value based on the borrowing rates currently available to us for long-term borrowings with similar terms. The following table summarizes the valuation of our financial instruments (in thousands) at the respective dates: | ||||||||||||||||||||||
March 29, 2014 | December 28, 2013 | |||||||||||||||||||||
Balance Sheet Classification | Interest Rate | Non-qualified | Earn-out | Interest Rate | Non-qualified | Earn-out | ||||||||||||||||
Swaps | Deferred | Contingent | Swaps | Deferred | Contingent | |||||||||||||||||
Compensation | Consideration | Compensation | Consideration | |||||||||||||||||||
Plan | Obligation | Plan | Obligation | |||||||||||||||||||
Investments | Investments | |||||||||||||||||||||
Other assets | Level 1 | $ | — | $ | 604 | $ | — | $ | — | $ | 579 | $ | — | |||||||||
Interest rate swaps | Level 2 | (479 | ) | — | — | (526 | ) | — | — | |||||||||||||
Accrued liabilities | Level 3 | — | — | (3,253 | ) | — | — | — | ||||||||||||||
Other liabilities | Level 3 | — | — | (1,350 | ) | — | — | (5,053 | ) | |||||||||||||
$ | (479 | ) | $ | 604 | $ | (4,603 | ) | $ | (526 | ) | $ | 579 | $ | (5,053 | ) | |||||||
Considerable judgment is required in interpreting market data to develop the estimate of fair value of our derivative instruments. Accordingly, the estimate may not be indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions or valuation methodologies could have a material effect on the estimated fair value amounts. | ||||||||||||||||||||||
Our non-qualified deferred compensation plan assets consist of money market and mutual funds invested in domestic and international marketable securities that are directly observable in active markets. | ||||||||||||||||||||||
The fair value measurement of the earn-out contingent consideration obligation relates to the acquisition of Willamette Valley Fruit Company in May 2013 and Fresh Frozen Foods in November 2013, and is included in accrued liabilities and other long-term liabilities in the consolidated balance sheets. The fair value measurement is based upon significant inputs not observable in the market. Changes in the value of the obligation are recorded as income or expense in our consolidated statements of income. | ||||||||||||||||||||||
A summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 Liabilities) for the quarter ended March 29, 2014, is as follows (in thousands): | ||||||||||||||||||||||
Level 3 | ||||||||||||||||||||||
Balance at December 28, 2013 | $ | 5,053 | ||||||||||||||||||||
Earn-out compensation paid to Willamette Valley Fruit Company | (450 | ) | ||||||||||||||||||||
Balance at March 29, 2014 | $ | 4,603 | ||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||
For the quarters ended March 29, 2014 and March 30, 2013 our provisions for income taxes were $0.9 million and $0.6 million, respectively. The effective tax rate for the first quarter of 2014 was 36.0% compared with 35.9% for the first quarter of 2013. This increase in the effective rate is due to a decrease in the benefits of domestic production activity deductions and expiration of research and development credits. | ||||||||||||||||||||||
Earnings Per Common Share | ||||||||||||||||||||||
Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period and includes unvested restricted stock grants. Diluted earnings per share is calculated by including all dilutive common shares such as stock options. Unvested restricted stock grants that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, requires earnings per share to be presented pursuant to the two-class method. However, the application of this method would have no effect on basic and diluted earnings per common share and is therefore not presented. | ||||||||||||||||||||||
The exercise price of all outstanding options were less than the average market price of our commons stock during the quarter ended March 29, 2014, as such, no shares were excluded from the computation of diluted earnings per share for the period. Options to purchase 160,582 shares of our common stock were excluded from the computation of diluted earnings per share for the quarter ended March 30, 2013 because the options’ exercise prices were greater than the average market price of our common stock for that period. Exercises of outstanding stock options or warrants are assumed to occur for purposes of calculating diluted earnings per share for periods in which their effect would not be anti-dilutive. | ||||||||||||||||||||||
Earnings per common share was computed as follows for the quarter ended March 29, 2014 and March 30, 2013 (in thousands, except per share data): | ||||||||||||||||||||||
Quarters Ended | ||||||||||||||||||||||
March 29, | March 30, | |||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Basic Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 1,597 | $ | 1,056 | ||||||||||||||||||
Weighted average number of common shares | 19,437 | 19,206 | ||||||||||||||||||||
Earnings per common share | $ | 0.08 | $ | 0.05 | ||||||||||||||||||
Diluted Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 1,597 | $ | 1,056 | ||||||||||||||||||
Weighted average number of common shares | 19,437 | 19,206 | ||||||||||||||||||||
Incremental shares from assumed conversions of stock options | 487 | 488 | ||||||||||||||||||||
Adjusted weighted average number of common shares | 19,924 | 19,694 | ||||||||||||||||||||
Earnings per common share | $ | 0.08 | $ | 0.05 | ||||||||||||||||||
Stock Options and Stock-Based Compensation | ||||||||||||||||||||||
Stock options and other stock-based compensation awards expense are adjusted for estimated forfeitures and are recognized on a straight-line basis over the requisite service period of the award, which is currently five to ten years for stock options, and one to three years for restricted stock. We estimate future forfeiture rates based on our historical experience. | ||||||||||||||||||||||
Compensation costs related to all share-based payment arrangements, including employee stock options, are recognized in the financial statements based on the fair value method of accounting. Excess tax benefits related to share-based payment arrangements are classified as cash inflows from financing activities and cash outflows from operating activities. | ||||||||||||||||||||||
See Note 9 “Stockholder’s Equity” for additional information. | ||||||||||||||||||||||
Adoption of New Accounting Pronouncements | ||||||||||||||||||||||
Changes to accounting principles generally accepted in the United States of America are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASU”) to the FASB’s Accounting Standards Codification. | ||||||||||||||||||||||
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||
In June 2011, the FASB issued an amendment to the existing guidance on the presentation of comprehensive income. Under the amended guidance, an entity is required to present the effect of reclassification adjustments out of accumulated other comprehensive income in both net income and other comprehensive income in the financial statements. In February 2013, the FASB issued an amendment to this provision, which is effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2013. The implementation of the amended guidance did not have a material impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||
In July 2013, the FASB issued accounting guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The implementation of the guidance did not have a material impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||
In April 2014, the FASB issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance is not expected to have a material impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||
Acquisitions
Acquisitions | 3 Months Ended | ||||||
Mar. 29, 2014 | |||||||
Acquisitions | ' | ||||||
Acquisitions | ' | ||||||
2. Acquisitions | |||||||
Fiscal 2013 Acquisitions | |||||||
Fresh Frozen Foods | |||||||
On November 8, 2013, we acquired substantially all of the assets, properties and rights of Fresh Frozen Foods, LLC. (“Fresh Frozen Foods”), a branded frozen vegetable processor. We have included the financial results of Fresh Frozen Foods in our consolidated financial statements from the date of acquisition. The total purchase price for Fresh Frozen Foods was $38.4 million in cash plus a working capital adjustment of $0.4 million. An additional amount of up to $3.0 million is payable to Fresh Frozen Foods as contingent consideration in the form of an earn-out based on 2014 performance. Such contingent payment, if any, will be paid during the first quarter of 2015. We recorded $20.0 million of identifiable intangible assets and $13.2 million of net tangible assets that were assumed as a part of this acquisition based on their estimated fair values, and $8.3 million of residual goodwill. | |||||||
Willamette Valley Fruit Company | |||||||
On May 28, 2013, we enhanced our berry purchase and freezing capabilities by acquiring the berry processing business of Willamette Valley Fruit Company, LLC. (“Willamette Valley Fruit Company”). We have included the financial results of Willamette Valley Fruit Company in our consolidated financial statements from the date of acquisition. The total purchase price for Willamette Valley Fruit Company was $9.3 million in cash, plus an additional amount of up to $3.0 million as contingent consideration if certain performance thresholds are met during the seven-year period following the closing of the transaction. We recorded $3.9 million of identifiable intangible assets and $4.6 million of net tangible assets that were assumed as a part of this acquisition based on their estimated fair values, and $3.1 million of residual goodwill. | |||||||
Unaudited Consolidated Pro Forma Financial Information | |||||||
The following unaudited pro forma consolidated results of operations (in thousands, except per share data) assumes the Willamette Valley Fruit Company and Fresh Frozen Foods acquisitions occurred as of the beginning of fiscal 2013. The unaudited pro forma results include estimates and assumptions regarding increased amortization of intangible assets related to the acquisitions, increased interest expense related to debt acquired in order to fund the acquisitions and the related tax effects. The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been completed as of the beginning of each of the periods presented, nor are they necessarily indicative of future consolidated results. | |||||||
Quarter Ended | |||||||
March 30, | |||||||
2013 | |||||||
Net revenues | As reported | $ | 48,537 | ||||
pro forma | $ | 66,043 | |||||
Net income | As reported | $ | 1,056 | ||||
pro forma | $ | 1,525 | |||||
Diluted earnings per share | As reported | $ | 0.05 | ||||
pro forma | $ | 0.08 | |||||
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
3. Inventories | ||||||||
Inventories consisted of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Finished goods | $ | 14,793 | $ | 18,392 | ||||
Raw materials | 27,084 | 24,694 | ||||||
$ | 41,877 | $ | 43,086 |
Goodwill_Trademarks_and_Other_
Goodwill, Trademarks and Other Intangibles | 3 Months Ended | |||||||||
Mar. 29, 2014 | ||||||||||
Goodwill, Trademarks and Other Intangibles | ' | |||||||||
Goodwill, Trademarks and Other Intangibles | ' | |||||||||
4. Goodwill, Trademarks and Other Intangibles | ||||||||||
Goodwill, trademarks and other intangibles, net consisted of the following (in thousands): | ||||||||||
Estimated | March 29, | December 28, | ||||||||
Useful Life | 2014 | 2013 | ||||||||
Goodwill: | ||||||||||
Inventure Foods | $ | 5,986 | $ | 5,986 | ||||||
Rader Farms | 5,630 | 5,630 | ||||||||
Willamette Valley Fruit Company | 3,147 | 3,147 | ||||||||
Fresh Frozen Foods | 8,301 | 8,301 | ||||||||
Total Goodwill | $ | 23,064 | $ | 23,064 | ||||||
Trademarks: | ||||||||||
Inventure Foods | $ | 896 | 896 | |||||||
Rader Farms | 1,070 | 1,070 | ||||||||
Willamette Valley Fruit Company | 740 | 740 | ||||||||
Fresh Frozen Foods | 9,475 | 9,475 | ||||||||
Other intangibles: | ||||||||||
Rader Farms- Customer relationship, gross carrying amount | 10 years | 100 | 100 | |||||||
Rader Farms- Customer relationship, accum. amortization | (69 | ) | (66 | ) | ||||||
Willamette Valley Fruit Company - Customer relationship, gross carrying amount | 10 years | 3,200 | 3,200 | |||||||
Willamette Valley Fruit Company - Customer relationship, accum. amortization | (240 | ) | (160 | ) | ||||||
Fresh Frozen Foods - Customer relationship, gross carrying amount | 12 years | 10,487 | 10,487 | |||||||
Fresh Frozen Foods - Customer relationship, accum. amortization | (336 | ) | (118 | ) | ||||||
Total trademarks and other intangibles, net | $ | 25,323 | $ | 25,624 | ||||||
Our amortization expense related to these intangibles was $300,979 and $2,499 for the quarters ended March 29, 2014 and March 30, 2013, respectively. | ||||||||||
Goodwill and trademarks are reviewed for impairment annually in the fourth fiscal quarter, or more frequently if impairment indicators arise. We believe the carrying values of our intangible assets are appropriate as of March 29, 2014. | ||||||||||
Accrued_Liabilities
Accrued Liabilities | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Accrued Liabilities | ' | |||||||
Accrued Liabilities | ' | |||||||
5. Accrued Liabilities | ||||||||
Accrued liabilities consisted of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Accrued payroll and payroll taxes | $ | 2,250 | $ | 1,070 | ||||
Accrued royalties and commissions | 849 | 1,078 | ||||||
Accrued advertising and promotion | 1,460 | 1,610 | ||||||
Accrued berry purchase payments | 221 | 2,971 | ||||||
Accrued contingent consideration | 3,253 | — | ||||||
Accrued other | 3,480 | 3,392 | ||||||
$ | 11,513 | $ | 10,121 |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ' | |||||||
6. Long-Term Debt | ||||||||
Our long-term debt consists of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Senior secured term loan due quarterly through November 2018 | 58,725 | 60,000 | ||||||
Equipment term loan B due monthly through September, 2020 | 1,431 | 1,481 | ||||||
Bluffton, IN mortgage loan due monthly through December 2016 | 1,893 | 1,916 | ||||||
Lynden, WA real estate term loan due monthly through July 2017 | 2,746 | 2,805 | ||||||
Capital lease obligations, primarily due September 2017 | 1,649 | 1,773 | ||||||
66,444 | 67,975 | |||||||
Less current portion of long-term debt | (6,112 | ) | (6,110 | ) | ||||
Long-term debt, less current portion | $ | 60,332 | $ | 61,865 | ||||
On November 8, 2013, we entered into a $60.0 million senior secured term loan and a new $30.0 million senior secured revolving line of credit with a syndicate of lenders led by U.S. Bank National Association (“U.S. Bank”), pursuant to a Credit Agreement, a Security Agreement and certain other customary ancillary agreements (the “Senior Credit Facility”). To facilitate the Senior Credit Facility, the Company and its wholly owned subsidiaries entered into a Letter Amendment Agreement, dated as of November 8, 2013, with U.S. Bank (the “Letter Amendment”). The Letter Amendment reconciled the terms of the Senior Credit Facility with the terms of the Loan and Security Agreement and that certain Loan Agreement (term loan), dated as of November 30, 2006, by and between the Company’s wholly owned subsidiary, La Cometa Properties, Inc., and U.S. Bank. | ||||||||
The borrowing capacity available to us under the Senior Credit Facility consists of notes representing: | ||||||||
· A revolving line of credit up to $30.0 million, maturing on November 8, 2018. Based on the maximum permitted leverage ratio as of March 29, 2014, the Company’s maximum borrowing capacity under the line of credit was reduced from $30.0 million to $14.6 million, of which $3.6 million was outstanding at March 29, 2014. All borrowings under the revolving line of credit bear interest at either (i) the prime rate of interest announced by U.S. Bank from time to time or (ii) LIBOR, plus the LIBOR Rate Margin (as defined in the revolving credit facility note) as adjusted. | ||||||||
· An equipment term loan B due September 2020 with interest at 3.12%. On August 14, 2013, we entered into an equipment term loan B to finance equipment located at Willamette Valley Fruit Company. | ||||||||
The Senior Credit Facility maintained the terms and borrowing capacity of the prior agreement with respect to the following: | ||||||||
· Bluffton, Indiana mortgage loan due December 2016; interest rate at 30 day LIBOR plus 165 basis points, fixed through a swap agreement to 6.85%; collateralized by land and a building in Bluffton, Indiana. | ||||||||
· Lynden, Washington real estate term loan due July 2017; interest at LIBOR plus 165 basis points; fixed through a swap agreement to 4.28%; secured by a leasehold interest in the real property in Lynden, Washington. | ||||||||
As is customary in such financings, U.S. Bank, on behalf of the syndicate of lenders, may terminate the syndicate’s commitments, accelerate the repayment of amounts outstanding and exercise other remedies upon the occurrence of an event of default (as defined in the Senior Credit Facility), subject, in certain instances, to the expiration of an applicable cure period. The Senior Credit Facility requires us to maintain compliance with certain financial covenants, including a minimum fixed charge coverage ratio and a leverage ratio. At March 29, 2014, we were in compliance with all of the financial covenants. | ||||||||
Interest Rate Swaps | ||||||||
To manage exposure to changing interest rates, we selectively enter into interest rate swap agreements. Our interest rate swaps qualify for and are designated as cash flow hedges. Changes in the fair value of a swap that is highly effective and that is designated and qualifies as a cash flow hedge to the extent that the hedge is effective, are recorded in other comprehensive income. | ||||||||
We entered into an interest rate swap in 2006 to convert the interest rate of the mortgage loan to purchase the Bluffton, Indiana plant from the contractual rate of 30 day LIBOR plus 165 basis points to a fixed rate of 6.85%. The swap has a fixed pay rate of 6.85% and a notional amount of approximately $1.9 million at March 29, 2014 and expires in December 2016. The interest rate swap had fair value of $0.2 million at March 29, 2014, which is recorded as a liability on the accompanying condensed consolidated balance sheet. The swap value was determined in accordance with the fair value measurement guidance discussed earlier using Level 2 observable inputs and approximates the loss that would have been realized if the contract had been settled on March 29, 2014. | ||||||||
We entered into another interest rate swap in January 2008 to effectively convert the interest rate on the real estate term loan to a fixed rate of 4.28%. The interest rate swap is structured with decreasing notional amounts to match the expected pay down of the debt. The notional value of the swap at March 29, 2014 was $2.7 million. The interest rate swap is accounted for as a cash flow hedge derivative and expires in July 2017. The interest rate swap had fair value of $0.3 million at March 29, 2014, which is recorded as a liability on the accompanying condensed consolidated balance sheet. This value was determined in accordance with the fair value measurement guidance discussed earlier using Level 2 observable inputs and approximates the loss that would have been realized if the contract had been settled on March 29, 2014. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 29, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
Contractual | |
Our future contractual obligations consist principally of long-term debt, operating leases, minimum commitments regarding third-party warehouse operations services, forward purchase agreements and remaining minimum royalty payments due licensors pursuant to brand licensing agreements. | |
In order to mitigate the risks of volatility in commodity markets to which we are exposed, we have entered into forward purchase agreements with certain suppliers based on market prices, forward price projections and expected usage levels. Our purchase commitments for certain ingredients, packaging materials and energy are generally less than 12 months. | |
Legal Proceedings | |
We are periodically a party to various lawsuits arising in the ordinary course of business. Management believes, based on discussions with legal counsel, that the resolution of any such lawsuits, individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations. | |
Under our license agreement with the Jamba Juice Company (“Jamba Juice”), we are obligated and have agreed to indemnify and defend Jamba Juice in the two matters identified below, and Jamba Juice has tendered defense of these matters to us. | |
In March 2012, we learned that Jamba Juice was named as a defendant in a putative class action filed in the Federal Court for the North District of California and captioned Anderson v. Jamba Juice Company (the “Anderson Matter”). The plaintiff purports to represent a class of individuals who purchased make-at-home smoothie kits from Jamba Juice, and alleges that such smoothie kits contain unnaturally processed, synthetic and/or non-natural ingredients and that use of the words “All Natural” on the labels of these smoothie kits is unfair and fraudulent and violates various false advertising and unfair competition laws. The Anderson Matter is one of several “all natural” lawsuits recently brought against various food manufacturers and distributors in California. In an amended complaint, the plaintiff also alleged violations of the federal Magnuson-Moss Warranty Act, but the court dismissed those claims in August 2012. In a second amended complaint filed in September 2012, we were added as a defendant. Pursuant to the parties’ stipulation, on September 3, 2013 the court dismissed the Anderson Matter. | |
On June 28, 2013 a class action complaint against Jamba Juice and the Company, captioned Lilly v. Jamba Juice Company et al (the “Lilly Matter”), was filed in the Federal Court for the Northern District of California and makes nearly identical allegations as those made in the Anderson Matter, except that the complaint also alleges that the smoothie kits contain two additional allegedly non-natural ingredients. The plaintiffs in this new action are represented by the same counsel that represented the plaintiff in the Anderson Matter. While we currently believe the “all natural” statement on the smoothie kits are not misleading and in full compliance with FDA guidelines, we are investigating the claims asserted in the Lilly Matter, and intend to vigorously defend against them. On September 17, 2013, we filed a motion to dismiss, seeking to dismiss plaintiffs’ claims as to gelatin and the Orange Dream Machine smoothie kit. Our motion was denied in November 2013. On February 3, 2014, the plaintiffs filed a motion to certify a class of all persons in California who bought certain Jamba Juice smoothie kits. The Company’s response to the motion for class certification is due by May 16, 2014 and oral argument on the motion is scheduled for June 26, 2014. The parties have submitted a stipulation seeking to move the response date to June 30, 2014, and the oral argument to August 21, 2014, so as to permit depositions of the plaintiffs. The court will hold a case management conference in the case after it has issued a class certification order. The parties held a mediation on March 31, 2014, but did not reach an agreement. | |
On February 13, 2014, the Company was sued in two putative class actions filed by Vanessa Montantes alleging that it recorded telephone calls made to its consumer affairs telephone number without obtaining consent to recording as allegedly required by California law. One of the actions was filed in California State Court and captioned Vanessa Montantes v. Inventure Foods, Inc. doing business as Boulder Canyon Natural Foods, Superior Court for the State of California for the County of Los Angeles Case No. BC536218. This state court action was dismissed by the plaintiff within a few days of its original filing date. The other action was filed in Federal Court and captioned Vanessa Montantes v. Inventure Foods d/b/a Boulder Canyon Natural Foods, United States District Court for the Central District of California Case No. CV14-1128 MWF (RZx). The Company filed a motion to dismiss on April 21, 2014. It is set for hearing on June 9, 2014. | |
Business_Segments
Business Segments | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Business Segments | ' | ||||||||||
Business Segments | ' | ||||||||||
8. Business Segments | |||||||||||
Our operations consist of two reportable segments: frozen products and snack products. The frozen products segment produces frozen fruits, vegetables and beverages for sale primarily to groceries, club stores and mass merchandisers. The snack products segment produces potato chips, kettle chips, potato crisps, potato skins, pellet snacks, sheeted dough products, cereal and extruded products for sale primarily to snack food distributors and retailers. Our reportable segments offer different products and services. The majority of our revenues are attributable to external customers in the United States. We also sell to external customers internationally; however, the revenues attributable to such customers are immaterial. All of our assets are located in the United States. | |||||||||||
We do not allocate assets, selling, general and administrative expenses, income taxes or other income and expense to our reportable segments. The following tables present information about our reportable segments for the quarters ended March 29, 2014 and March 30, 2013 (in thousands): | |||||||||||
Frozen | Snack | Consolidated | |||||||||
Products | Products | ||||||||||
Quarter ended March 29, 2014 | |||||||||||
Net revenues from external customers | $ | 43,655 | $ | 23,854 | $ | 67,509 | |||||
Depreciation and amortization included in segment gross profit | 475 | 577 | 1,052 | ||||||||
Segment gross profit | 7,844 | 3,719 | 11,563 | ||||||||
Goodwill | 17,078 | 5,986 | 23,064 | ||||||||
Quarter ended March 30, 2013 | |||||||||||
Net revenues from external customers | $ | 26,636 | $ | 21,901 | $ | 48,537 | |||||
Depreciation and amortization included in segment gross profit | 248 | 495 | 743 | ||||||||
Segment gross profit | 4,948 | 3,877 | 8,825 | ||||||||
Goodwill | 5,630 | 5,986 | 11,616 | ||||||||
The following table reconciles reportable segment gross profit to our consolidated income before income tax provision for the quarters ended March 29, 2014 and March 30, 2013 (in thousands): | |||||||||||
Quarter Ended | |||||||||||
March 29, | March 30, | ||||||||||
2014 | 2013 | ||||||||||
Segment gross profit | $ | 11,563 | $ | 8,825 | |||||||
Unallocated amounts: | |||||||||||
Operating expenses | 8,398 | 6,957 | |||||||||
Interest expense, net | 670 | 220 | |||||||||
Income before income tax provision | $ | 2,495 | $ | 1,648 | |||||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||||||||||
Mar. 29, 2014 | ||||||||||||||
Stockholders' Equity | ' | |||||||||||||
Stockholders' Equity | ' | |||||||||||||
9. Stockholders’ Equity | ||||||||||||||
The Company’s Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”) was approved at our 2005 Annual Meeting of Stockholders and initially reserved for issuance of 410,518 shares of our common stock, which was the number of reserved but unissued shares available for issuance under the 1995 Plan. The number of shares of our common stock reserved for issuance has been increased since 2005 to a total of 2,710,518 as of the date of this filing, pursuant to a series of amendments to the 2005 Plan approved by our stockholders. If any shares of our common stock subject to awards granted under the 2005 Plan are canceled, those shares will be available for future awards under the 2005 Plan. The 2005 Plan expires in May 2015, and awards granted under the 2005 Plan may include: nonqualified stock options, incentive stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and stock-reference awards. We have authorized 50,000 shares preferred stock, $100 par value (“Preferred Stock”), none of which are outstanding. We may issue such shares of Preferred Stock in the future without stockholder approval. | ||||||||||||||
Restricted Stock Awards | ||||||||||||||
We recorded total share-based compensation expense from restricted stock awards of approximately $0.1 million during each of the quarters ended March 29, 2014 and March 30, 2013. As of March 29, 2014, the total unrecognized costs related to non-vested restricted stock awards granted was $0.2 million, which is expected to be recognized over a weighted average period of 1.1 years. This expected compensation expense does not reflect any new awards, or modifications to existing awards, that could occur in the future. | ||||||||||||||
Restricted share activity for the three months ended March 29, 2014 was as follows: | ||||||||||||||
Number | Weighted | |||||||||||||
Average Grant | ||||||||||||||
Date Fair Value | ||||||||||||||
Nonvested as of December 28, 2013 | 314,350 | $ | 5.82 | |||||||||||
Granted | — | $ | — | |||||||||||
Vested, including shares withheld to cover taxes | (51,039 | ) | $ | 4.09 | ||||||||||
Forfeited | (65,961 | ) | $ | 4.09 | ||||||||||
Nonvested as of March 29, 2014 | 197,350 | $ | 6.85 | |||||||||||
Options | ||||||||||||||
The fair value of stock option grants is amortized to expense over the vesting period, generally five years for employees and one year for the Board of Directors. All stock options are granted with a 10 year life. We recorded total share-based compensation expense from stock options of approximately $0.1 million during each of the quarters ended March 29, 2014 and March 30, 2013. As of March 29, 2014 the total unrecognized costs related to non-vested stock option awards granted was $1.1 million, which is expected to be recognized over a weighted average period of 2.6 years. This expected compensation expense does not reflect any new awards, or modifications to existing awards, that could occur in the future. | ||||||||||||||
The following table summarizes stock option activity during the three months ended March 29, 2014: | ||||||||||||||
Options | Weighted | Aggregate | Weighted Average | |||||||||||
Outstanding | Average | Intrinsic Value | Remaining | |||||||||||
Exercise Price | (in-the-money | Contractual Life | ||||||||||||
options) | (in years) | |||||||||||||
Balance, December 28, 2013 | 934,300 | $ | 4.58 | |||||||||||
Granted | — | $ | — | |||||||||||
Exercised | (54,100 | ) | $ | 2.8 | ||||||||||
Forfeited or expired | — | $ | — | |||||||||||
Balance, March 29, 2014 | 880,200 | $ | 4.68 | $ | 8,269,764 | 7.05 | ||||||||
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on our closing stock price of $14.08 as of March 29, 2014, which would have been received by the option holders had all option holders exercised options and sold the underlying shares on that date. | ||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at March 29, 2014: | ||||||||||||||
Range of | Options | Weighted | Weighted | Options | Weighted | |||||||||
Exercise Prices | Outstanding | Average | Average | Exercisable | Average | |||||||||
Remaining | Exercise | Exercise | ||||||||||||
Contractual | Price | Price | ||||||||||||
Life | ||||||||||||||
(in years) | ||||||||||||||
$ 1.70 - $2.40 | 234,600 | 4.8 | $ | 2.01 | 202,600 | $ | 1.95 | |||||||
$ 3.20 - $4.16 | 256,000 | 6.68 | $ | 3.82 | 101,700 | $ | 3.77 | |||||||
$ 4.28 - $7.21 | 382,100 | 8.63 | $ | 6.84 | 43,500 | $ | 6.26 | |||||||
$ 7.61 - $9.68 | 7,500 | 9.27 | $ | 8.3 | — | $ | — | |||||||
880,200 | 7.05 | $ | 4.68 | 347,800 | $ | 3.02 | ||||||||
Subsequent_Event
Subsequent Event | 3 Months Ended |
Mar. 29, 2014 | |
Subsequent Event | ' |
Subsequent Event | ' |
10. Subsequent Event | |
On April 15, 2014, we amended our license agreement with T.G.I. Friday’s, effective March 31, 2014. The amended license agreement extended the term beyond the current expiration date of May 31, 2014 to December 31, 2019, with an automatic renewal for an additional five-year period. Additional amendments to the agreement include: non-refundable advances to be paid to T.G.I. Friday’s, escalating royalty rates, increased sales minimums and expanded territories and additional snack categories. | |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies | ' | |||||||||||||||||||||
Basis of Presentation | ' | |||||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||||
The consolidated financial statements include the accounts of Inventure Foods, Inc. and all of our wholly owned subsidiaries. All significant intercompany amounts and transactions have been eliminated. The financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary in order to make the consolidated financial statements not misleading. A description of our accounting policies and other financial information is included in the audited financial statements filed with our Annual Report on Form 10-K/A for the fiscal year ended December 28, 2013. The results of operations for the quarter ended March 29, 2014 are not necessarily indicative of the results expected for the full year. | ||||||||||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. We classify our investments based upon an established fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are described as follows: | ||||||||||||||||||||||
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||||||||||||||||||||
Level 2 Quoted prices in markets that are not considered to be active or financial instruments without quoted market prices, but for which all significant inputs are observable, either directly or indirectly; | ||||||||||||||||||||||
Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | ||||||||||||||||||||||
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | ||||||||||||||||||||||
At March 29, 2014 and December 28, 2013, the carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximate fair values since they are short term in nature. The carrying value of the long-term debt approximates fair-value based on the borrowing rates currently available to us for long-term borrowings with similar terms. The following table summarizes the valuation of our financial instruments (in thousands) at the respective dates: | ||||||||||||||||||||||
March 29, 2014 | December 28, 2013 | |||||||||||||||||||||
Balance Sheet Classification | Interest Rate | Non-qualified | Earn-out | Interest Rate | Non-qualified | Earn-out | ||||||||||||||||
Swaps | Deferred | Contingent | Swaps | Deferred | Contingent | |||||||||||||||||
Compensation | Consideration | Compensation | Consideration | |||||||||||||||||||
Plan | Obligation | Plan | Obligation | |||||||||||||||||||
Investments | Investments | |||||||||||||||||||||
Other assets | Level 1 | $ | — | $ | 604 | $ | — | $ | — | $ | 579 | $ | — | |||||||||
Interest rate swaps | Level 2 | (479 | ) | — | — | (526 | ) | — | — | |||||||||||||
Accrued liabilities | Level 3 | — | — | (3,253 | ) | — | — | — | ||||||||||||||
Other liabilities | Level 3 | — | — | (1,350 | ) | — | — | (5,053 | ) | |||||||||||||
$ | (479 | ) | $ | 604 | $ | (4,603 | ) | $ | (526 | ) | $ | 579 | $ | (5,053 | ) | |||||||
Considerable judgment is required in interpreting market data to develop the estimate of fair value of our derivative instruments. Accordingly, the estimate may not be indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions or valuation methodologies could have a material effect on the estimated fair value amounts. | ||||||||||||||||||||||
Our non-qualified deferred compensation plan assets consist of money market and mutual funds invested in domestic and international marketable securities that are directly observable in active markets. | ||||||||||||||||||||||
The fair value measurement of the earn-out contingent consideration obligation relates to the acquisition of Willamette Valley Fruit Company in May 2013 and Fresh Frozen Foods in November 2013, and is included in accrued liabilities and other long-term liabilities in the consolidated balance sheets. The fair value measurement is based upon significant inputs not observable in the market. Changes in the value of the obligation are recorded as income or expense in our consolidated statements of income. | ||||||||||||||||||||||
A summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 Liabilities) for the quarter ended March 29, 2014, is as follows (in thousands): | ||||||||||||||||||||||
Level 3 | ||||||||||||||||||||||
Balance at December 28, 2013 | $ | 5,053 | ||||||||||||||||||||
Earn-out compensation paid to Willamette Valley Fruit Company | (450 | ) | ||||||||||||||||||||
Balance at March 29, 2014 | $ | 4,603 | ||||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||
For the quarters ended March 29, 2014 and March 30, 2013 our provisions for income taxes were $0.9 million and $0.6 million, respectively. The effective tax rate for the first quarter of 2014 was 36.0% compared with 35.9% for the first quarter of 2013. This increase in the effective rate is due to a decrease in the benefits of domestic production activity deductions and expiration of research and development credits. | ||||||||||||||||||||||
Earnings Per Common Share | ' | |||||||||||||||||||||
Earnings Per Common Share | ||||||||||||||||||||||
Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period and includes unvested restricted stock grants. Diluted earnings per share is calculated by including all dilutive common shares such as stock options. Unvested restricted stock grants that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, requires earnings per share to be presented pursuant to the two-class method. However, the application of this method would have no effect on basic and diluted earnings per common share and is therefore not presented. | ||||||||||||||||||||||
The exercise price of all outstanding options were less than the average market price of our commons stock during the quarter ended March 29, 2014, as such, no shares were excluded from the computation of diluted earnings per share for the period. Options to purchase 160,582 shares of our common stock were excluded from the computation of diluted earnings per share for the quarter ended March 30, 2013 because the options’ exercise prices were greater than the average market price of our common stock for that period. Exercises of outstanding stock options or warrants are assumed to occur for purposes of calculating diluted earnings per share for periods in which their effect would not be anti-dilutive. | ||||||||||||||||||||||
Earnings per common share was computed as follows for the quarter ended March 29, 2014 and March 30, 2013 (in thousands, except per share data): | ||||||||||||||||||||||
Quarters Ended | ||||||||||||||||||||||
March 29, | March 30, | |||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Basic Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 1,597 | $ | 1,056 | ||||||||||||||||||
Weighted average number of common shares | 19,437 | 19,206 | ||||||||||||||||||||
Earnings per common share | $ | 0.08 | $ | 0.05 | ||||||||||||||||||
Diluted Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 1,597 | $ | 1,056 | ||||||||||||||||||
Weighted average number of common shares | 19,437 | 19,206 | ||||||||||||||||||||
Incremental shares from assumed conversions of stock options | 487 | 488 | ||||||||||||||||||||
Adjusted weighted average number of common shares | 19,924 | 19,694 | ||||||||||||||||||||
Earnings per common share | $ | 0.08 | $ | 0.05 | ||||||||||||||||||
Stock Options and Stock-Based Compensation | ' | |||||||||||||||||||||
Stock Options and Stock-Based Compensation | ||||||||||||||||||||||
Stock options and other stock-based compensation awards expense are adjusted for estimated forfeitures and are recognized on a straight-line basis over the requisite service period of the award, which is currently five to ten years for stock options, and one to three years for restricted stock. We estimate future forfeiture rates based on our historical experience. | ||||||||||||||||||||||
Compensation costs related to all share-based payment arrangements, including employee stock options, are recognized in the financial statements based on the fair value method of accounting. Excess tax benefits related to share-based payment arrangements are classified as cash inflows from financing activities and cash outflows from operating activities. | ||||||||||||||||||||||
See Note 9 “Stockholder’s Equity” for additional information. | ||||||||||||||||||||||
Adoption of New Accounting Pronouncements | ' | |||||||||||||||||||||
Adoption of New Accounting Pronouncements | ||||||||||||||||||||||
Changes to accounting principles generally accepted in the United States of America are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASU”) to the FASB’s Accounting Standards Codification. | ||||||||||||||||||||||
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||
In June 2011, the FASB issued an amendment to the existing guidance on the presentation of comprehensive income. Under the amended guidance, an entity is required to present the effect of reclassification adjustments out of accumulated other comprehensive income in both net income and other comprehensive income in the financial statements. In February 2013, the FASB issued an amendment to this provision, which is effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2013. The implementation of the amended guidance did not have a material impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||
In July 2013, the FASB issued accounting guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The implementation of the guidance did not have a material impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||
In April 2014, the FASB issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance is not expected to have a material impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies | ' | |||||||||||||||||||||
Summary of the valuation of financial instruments | ' | |||||||||||||||||||||
The following table summarizes the valuation of our financial instruments (in thousands) at the respective dates: | ||||||||||||||||||||||
March 29, 2014 | December 28, 2013 | |||||||||||||||||||||
Balance Sheet Classification | Interest Rate | Non-qualified | Earn-out | Interest Rate | Non-qualified | Earn-out | ||||||||||||||||
Swaps | Deferred | Contingent | Swaps | Deferred | Contingent | |||||||||||||||||
Compensation | Consideration | Compensation | Consideration | |||||||||||||||||||
Plan | Obligation | Plan | Obligation | |||||||||||||||||||
Investments | Investments | |||||||||||||||||||||
Other assets | Level 1 | $ | — | $ | 604 | $ | — | $ | — | $ | 579 | $ | — | |||||||||
Interest rate swaps | Level 2 | (479 | ) | — | — | (526 | ) | — | — | |||||||||||||
Accrued liabilities | Level 3 | — | — | (3,253 | ) | — | — | — | ||||||||||||||
Other liabilities | Level 3 | — | — | (1,350 | ) | — | — | (5,053 | ) | |||||||||||||
$ | (479 | ) | $ | 604 | $ | (4,603 | ) | $ | (526 | ) | $ | 579 | $ | (5,053 | ) | |||||||
Summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 Liabilities) | ' | |||||||||||||||||||||
A summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 Liabilities) for the quarter ended March 29, 2014, is as follows (in thousands): | ||||||||||||||||||||||
Level 3 | ||||||||||||||||||||||
Balance at December 28, 2013 | $ | 5,053 | ||||||||||||||||||||
Earn-out compensation paid to Willamette Valley Fruit Company | (450 | ) | ||||||||||||||||||||
Balance at March 29, 2014 | $ | 4,603 | ||||||||||||||||||||
Schedule of earnings per common share | ' | |||||||||||||||||||||
Earnings per common share was computed as follows for the quarter ended March 29, 2014 and March 30, 2013 (in thousands, except per share data): | ||||||||||||||||||||||
Quarters Ended | ||||||||||||||||||||||
March 29, | March 30, | |||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Basic Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 1,597 | $ | 1,056 | ||||||||||||||||||
Weighted average number of common shares | 19,437 | 19,206 | ||||||||||||||||||||
Earnings per common share | $ | 0.08 | $ | 0.05 | ||||||||||||||||||
Diluted Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 1,597 | $ | 1,056 | ||||||||||||||||||
Weighted average number of common shares | 19,437 | 19,206 | ||||||||||||||||||||
Incremental shares from assumed conversions of stock options | 487 | 488 | ||||||||||||||||||||
Adjusted weighted average number of common shares | 19,924 | 19,694 | ||||||||||||||||||||
Earnings per common share | $ | 0.08 | $ | 0.05 | ||||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||
Mar. 29, 2014 | |||||||
Acquisitions | ' | ||||||
Schedule of unaudited pro forma consolidated results of operations | ' | ||||||
Quarter Ended | |||||||
March 30, | |||||||
2013 | |||||||
Net revenues | As reported | $ | 48,537 | ||||
pro forma | $ | 66,043 | |||||
Net income | As reported | $ | 1,056 | ||||
pro forma | $ | 1,525 | |||||
Diluted earnings per share | As reported | $ | 0.05 | ||||
pro forma | $ | 0.08 |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventories | ' | |||||||
Schedule of inventories | ' | |||||||
Inventories consisted of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Finished goods | $ | 14,793 | $ | 18,392 | ||||
Raw materials | 27,084 | 24,694 | ||||||
$ | 41,877 | $ | 43,086 |
Goodwill_Trademarks_and_Other_1
Goodwill, Trademarks and Other Intangible(Tables) | 3 Months Ended | |||||||||
Mar. 29, 2014 | ||||||||||
Goodwill, Trademarks and Other Intangibles | ' | |||||||||
Schedule of goodwill, trademarks and other intangibles, net | ' | |||||||||
Goodwill, trademarks and other intangibles, net consisted of the following (in thousands): | ||||||||||
Estimated | March 29, | December 28, | ||||||||
Useful Life | 2014 | 2013 | ||||||||
Goodwill: | ||||||||||
Inventure Foods | $ | 5,986 | $ | 5,986 | ||||||
Rader Farms | 5,630 | 5,630 | ||||||||
Willamette Valley Fruit Company | 3,147 | 3,147 | ||||||||
Fresh Frozen Foods | 8,301 | 8,301 | ||||||||
Total Goodwill | $ | 23,064 | $ | 23,064 | ||||||
Trademarks: | ||||||||||
Inventure Foods | $ | 896 | 896 | |||||||
Rader Farms | 1,070 | 1,070 | ||||||||
Willamette Valley Fruit Company | 740 | 740 | ||||||||
Fresh Frozen Foods | 9,475 | 9,475 | ||||||||
Other intangibles: | ||||||||||
Rader Farms- Customer relationship, gross carrying amount | 10 years | 100 | 100 | |||||||
Rader Farms- Customer relationship, accum. amortization | (69 | ) | (66 | ) | ||||||
Willamette Valley Fruit Company - Customer relationship, gross carrying amount | 10 years | 3,200 | 3,200 | |||||||
Willamette Valley Fruit Company - Customer relationship, accum. amortization | (240 | ) | (160 | ) | ||||||
Fresh Frozen Foods - Customer relationship, gross carrying amount | 12 years | 10,487 | 10,487 | |||||||
Fresh Frozen Foods - Customer relationship, accum. amortization | (336 | ) | (118 | ) | ||||||
Total trademarks and other intangibles, net | $ | 25,323 | $ | 25,624 |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Accrued Liabilities | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
Accrued liabilities consisted of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Accrued payroll and payroll taxes | $ | 2,250 | $ | 1,070 | ||||
Accrued royalties and commissions | 849 | 1,078 | ||||||
Accrued advertising and promotion | 1,460 | 1,610 | ||||||
Accrued berry purchase payments | 221 | 2,971 | ||||||
Accrued contingent consideration | 3,253 | — | ||||||
Accrued other | 3,480 | 3,392 | ||||||
$ | 11,513 | $ | 10,121 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Schedule of long-term debt | ' | |||||||
Our long-term debt consists of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Senior secured term loan due quarterly through November 2018 | 58,725 | 60,000 | ||||||
Equipment term loan B due monthly through September, 2020 | 1,431 | 1,481 | ||||||
Bluffton, IN mortgage loan due monthly through December 2016 | 1,893 | 1,916 | ||||||
Lynden, WA real estate term loan due monthly through July 2017 | 2,746 | 2,805 | ||||||
Capital lease obligations, primarily due September 2017 | 1,649 | 1,773 | ||||||
66,444 | 67,975 | |||||||
Less current portion of long-term debt | (6,112 | ) | (6,110 | ) | ||||
Long-term debt, less current portion | $ | 60,332 | $ | 61,865 | ||||
Business_Segments_Tables
Business Segments (Tables) | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Business Segments | ' | ||||||||||
Schedule of information by reportable segments | ' | ||||||||||
The following tables present information about our reportable segments for the quarters ended March 29, 2014 and March 30, 2013 (in thousands): | |||||||||||
Frozen | Snack | Consolidated | |||||||||
Products | Products | ||||||||||
Quarter ended March 29, 2014 | |||||||||||
Net revenues from external customers | $ | 43,655 | $ | 23,854 | $ | 67,509 | |||||
Depreciation and amortization included in segment gross profit | 475 | 577 | 1,052 | ||||||||
Segment gross profit | 7,844 | 3,719 | 11,563 | ||||||||
Goodwill | 17,078 | 5,986 | 23,064 | ||||||||
Quarter ended March 30, 2013 | |||||||||||
Net revenues from external customers | $ | 26,636 | $ | 21,901 | $ | 48,537 | |||||
Depreciation and amortization included in segment gross profit | 248 | 495 | 743 | ||||||||
Segment gross profit | 4,948 | 3,877 | 8,825 | ||||||||
Goodwill | 5,630 | 5,986 | 11,616 | ||||||||
Schedule of reconciliation of reportable segment gross profit to consolidated income before income tax provision | ' | ||||||||||
The following table reconciles reportable segment gross profit to our consolidated income before income tax provision for the quarters ended March 29, 2014 and March 30, 2013 (in thousands): | |||||||||||
Quarter Ended | |||||||||||
March 29, | March 30, | ||||||||||
2014 | 2013 | ||||||||||
Segment gross profit | $ | 11,563 | $ | 8,825 | |||||||
Unallocated amounts: | |||||||||||
Operating expenses | 8,398 | 6,957 | |||||||||
Interest expense, net | 670 | 220 | |||||||||
Income before income tax provision | $ | 2,495 | $ | 1,648 | |||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||||||||
Mar. 29, 2014 | ||||||||||||||
Stockholders' Equity | ' | |||||||||||||
Summary of restricted stock award activity | ' | |||||||||||||
Number | Weighted | |||||||||||||
Average Grant | ||||||||||||||
Date Fair Value | ||||||||||||||
Nonvested as of December 28, 2013 | 314,350 | $ | 5.82 | |||||||||||
Granted | — | $ | — | |||||||||||
Vested, including shares withheld to cover taxes | (51,039 | ) | $ | 4.09 | ||||||||||
Forfeited | (65,961 | ) | $ | 4.09 | ||||||||||
Nonvested as of March 29, 2014 | 197,350 | $ | 6.85 | |||||||||||
Summary of stock option activity | ' | |||||||||||||
Options | Weighted | Aggregate | Weighted Average | |||||||||||
Outstanding | Average | Intrinsic Value | Remaining | |||||||||||
Exercise Price | (in-the-money | Contractual Life | ||||||||||||
options) | (in years) | |||||||||||||
Balance, December 28, 2013 | 934,300 | $ | 4.58 | |||||||||||
Granted | — | $ | — | |||||||||||
Exercised | (54,100 | ) | $ | 2.8 | ||||||||||
Forfeited or expired | — | $ | — | |||||||||||
Balance, March 29, 2014 | 880,200 | $ | 4.68 | $ | 8,269,764 | 7.05 | ||||||||
Summary of stock options outstanding and exercisable | ' | |||||||||||||
Range of | Options | Weighted | Weighted | Options | Weighted | |||||||||
Exercise Prices | Outstanding | Average | Average | Exercisable | Average | |||||||||
Remaining | Exercise | Exercise | ||||||||||||
Contractual | Price | Price | ||||||||||||
Life | ||||||||||||||
(in years) | ||||||||||||||
$ 1.70 - $2.40 | 234,600 | 4.8 | $ | 2.01 | 202,600 | $ | 1.95 | |||||||
$ 3.20 - $4.16 | 256,000 | 6.68 | $ | 3.82 | 101,700 | $ | 3.77 | |||||||
$ 4.28 - $7.21 | 382,100 | 8.63 | $ | 6.84 | 43,500 | $ | 6.26 | |||||||
$ 7.61 - $9.68 | 7,500 | 9.27 | $ | 8.3 | — | $ | — | |||||||
880,200 | 7.05 | $ | 4.68 | 347,800 | $ | 3.02 |
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 29, 2014 | Dec. 28, 2013 |
item | ||
Organization and Summary of Significant Accounting Policies | ' | ' |
Number of segments | 2 | ' |
Minimum annual net revenues | ' | $215 |
Number of primary product segments | 2 | ' |
Number of locations in which manufacturing facilities are operated | 7 | ' |
Number of manufacturing facilities in Salem, Oregon | 2 | ' |
Organization_and_Summary_of_Si4
Organization and Summary of Significant Accounting Policies (Details 2) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Level 1 | Other assets | ' | ' |
Assets: | ' | ' |
Non-qualified Deferred Compensation Plan Investments | $604 | $579 |
Level 2 | Interest rate swaps | ' | ' |
Liabilities: | ' | ' |
Interest rate swaps | -479 | -526 |
Level 3 | Accrued liabilities | ' | ' |
Liabilities: | ' | ' |
Earn-out Contingent Consideration Obligation | -3,253 | ' |
Level 3 | Other liabilities | ' | ' |
Liabilities: | ' | ' |
Earn-out Contingent Consideration Obligation | -1,350 | -5,053 |
Total | ' | ' |
Liabilities: | ' | ' |
Interest rate swaps | -479 | -526 |
Earn-out Contingent Consideration Obligation | -4,603 | -5,053 |
Assets: | ' | ' |
Non-qualified Deferred Compensation Plan Investments | $604 | $579 |
Organization_and_Summary_of_Si5
Organization and Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | ' | ' |
Balance at beginning of period | $5,053 | ' |
Balance at end of period | 4,603 | ' |
Income Taxes | ' | ' |
Provisions for income taxes | 898 | 592 |
Effective tax rate (as a percent) | 36.00% | 35.90% |
Earn-out compensation paid | Willamette Valley Fruit Company | ' | ' |
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | ' | ' |
Earn-out compensation paid | ($450) | ' |
Organization_and_Summary_of_Si6
Organization and Summary of Significant Accounting Policies (Details 4) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Earnings per common share | ' | ' |
Anti-dilutive options excluded from computation of diluted earnings per share (in shares) | 0 | 160,582 |
Basic Earnings Per Share: | ' | ' |
Net income | $1,597 | $1,056 |
Weighted average number of common shares | 19,437,000 | 19,206,000 |
Earnings per common share (in dollars per share) | $0.08 | $0.05 |
Diluted Earnings Per Share: | ' | ' |
Net income | $1,597 | $1,056 |
Weighted average number of common shares | 19,437,000 | 19,206,000 |
Incremental shares from assumed conversions of stock options | 487,000 | 488,000 |
Adjusted weighted average number of common shares | 19,924,000 | 19,694,000 |
Earnings per common share (in dollars per share) | $0.08 | $0.05 |
Organization_and_Summary_of_Si7
Organization and Summary of Significant Accounting Policies (Details 5) | 3 Months Ended |
Mar. 29, 2014 | |
Stock options | Minimum | ' |
Stock Options and Stock-Based Compensation | ' |
Requisite period of the award over which stock based compensation award expenses are recognized | '5 years |
Stock options | Maximum | ' |
Stock Options and Stock-Based Compensation | ' |
Requisite period of the award over which stock based compensation award expenses are recognized | '10 years |
Restricted stock | Minimum | ' |
Stock Options and Stock-Based Compensation | ' |
Requisite period of the award over which stock based compensation award expenses are recognized | '1 year |
Restricted stock | Maximum | ' |
Stock Options and Stock-Based Compensation | ' |
Requisite period of the award over which stock based compensation award expenses are recognized | '3 years |
Acquisitions_Details
Acquisitions (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Nov. 08, 2013 | 28-May-13 | 28-May-13 |
Fresh Frozen Foods | WVFC | WVFC | ||||
Maximum | ||||||
Acquisition | ' | ' | ' | ' | ' | ' |
The total purchase price in cash | ' | ' | ' | $38,400,000 | $9,300,000 | ' |
Net working capital adjustment | ' | ' | ' | 400,000 | ' | ' |
Maximum additional purchase price consideration for meeting certain performance thresholds | ' | ' | ' | 3,000,000 | 3,000,000 | ' |
Identifiable intangible assets | ' | ' | ' | 20,000,000 | 3,900,000 | ' |
Net tangible assets | ' | ' | ' | 13,200,000 | 4,600,000 | ' |
Goodwill | $23,064,000 | $23,064,000 | $11,616,000 | $8,300,000 | $3,100,000 | ' |
Period following the closing over which performance thresholds are to be met for additional purchase price consideration | ' | ' | ' | ' | ' | '7 years |
Acquisitions_Details_2
Acquisitions (Details 2) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Acquisition | ' | ' |
Net revenues | $67,509 | $48,537 |
Net income | 1,597 | 1,056 |
Diluted earnings per share (in dollars per share) | $0.08 | $0.05 |
Fresh Frozen Foods and WVFC | ' | ' |
Acquisition | ' | ' |
Net revenues | ' | 48,537 |
Pro forma net revenues | ' | 66,043 |
Net income | ' | 1,056 |
Pro forma net income | ' | $1,525 |
Diluted earnings per share (in dollars per share) | ' | $0.05 |
Pro forma Diluted earnings per share (in dollars per share) | ' | $0.08 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Finished goods | $14,793 | $18,392 |
Raw materials | 27,084 | 24,694 |
Total inventories | $41,877 | $43,086 |
Goodwill_Trademarks_and_Other_2
Goodwill, Trademarks and Other Intangible (Details) (USD $) | 3 Months Ended | ||
Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Goodwill | $23,064,000 | $11,616,000 | $23,064,000 |
Other intangibles: | ' | ' | ' |
Total trademarks and other intangibles, net | 25,323,000 | ' | 25,624,000 |
Amortization expense related to intangibles | 300,979 | 2,499 | ' |
Inventure Foods | ' | ' | ' |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Goodwill | 5,986,000 | ' | 5,986,000 |
Inventure Foods | Trademarks | ' | ' | ' |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Trademarks | 896,000 | ' | 896,000 |
Rader Farms | ' | ' | ' |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Goodwill | 5,630,000 | ' | 5,630,000 |
Rader Farms | Customer relationship | ' | ' | ' |
Other intangibles: | ' | ' | ' |
Estimated useful life | '10 years | ' | ' |
Gross carrying amount | 100,000 | ' | 100,000 |
Accum. amortization | -69,000 | ' | -66,000 |
Rader Farms | Trademarks | ' | ' | ' |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Trademarks | 1,070,000 | ' | 1,070,000 |
Willamette Valley Fruit Company | ' | ' | ' |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Goodwill | 3,147,000 | ' | 3,147,000 |
Willamette Valley Fruit Company | Customer relationship | ' | ' | ' |
Other intangibles: | ' | ' | ' |
Estimated useful life | '10 years | ' | ' |
Gross carrying amount | 3,200,000 | ' | 3,200,000 |
Accum. amortization | -240,000 | ' | -160,000 |
Willamette Valley Fruit Company | Trademarks | ' | ' | ' |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Trademarks | 740,000 | ' | 740,000 |
Fresh Frozen Foods | ' | ' | ' |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Goodwill | 8,301,000 | ' | 8,301,000 |
Fresh Frozen Foods | Customer relationship | ' | ' | ' |
Other intangibles: | ' | ' | ' |
Estimated useful life | '12 years | ' | ' |
Gross carrying amount | 10,487,000 | ' | 10,487,000 |
Accum. amortization | -336,000 | ' | -118,000 |
Fresh Frozen Foods | Trademarks | ' | ' | ' |
Goodwill, trademarks and other intangible assets | ' | ' | ' |
Trademarks | $9,475,000 | ' | $9,475,000 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities | ' | ' |
Accrued payroll and payroll taxes | $2,250 | $1,070 |
Accrued royalties and commissions | 849 | 1,078 |
Accrued advertising and promotion | 1,460 | 1,610 |
Accrued berry purchase payments | 221 | 2,971 |
Accrued contingent consideration | 3,253 | ' |
Accrued other | 3,480 | 3,392 |
Total accrued liabilities | $11,513 | $10,121 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Nov. 08, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Nov. 08, 2013 |
Senior secured term loan due quarterly through November 2018 | Senior secured term loan due quarterly through November 2018 | Senior secured term loan due quarterly through November 2018 | Equipment term loan B due monthly through September, 2020 | Equipment term loan B due monthly through September, 2020 | Bluffton, IN mortgage loan due monthly through December 2016 | Bluffton, IN mortgage loan due monthly through December 2016 | Bluffton, IN mortgage loan due monthly through December 2016 | Lynden, WA real estate term loan due monthly through July 2017 | Lynden, WA real estate term loan due monthly through July 2017 | Lynden, WA real estate term loan due monthly through July 2017 | Capital lease obligations, primarily due September 2017 | Capital lease obligations, primarily due September 2017 | Revolving line of credit | Revolving line of credit | |||
Cash flow hedge | Cash flow hedge | ||||||||||||||||
Long-term debt and line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $66,444,000 | $67,975,000 | $58,725,000 | $60,000,000 | ' | $1,431,000 | $1,481,000 | $1,893,000 | $1,916,000 | ' | $2,746,000 | $2,805,000 | ' | $1,649,000 | $1,773,000 | ' | ' |
Less current portion of long-term debt | -6,112,000 | -6,110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, less current portion | 60,332,000 | 61,865,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | ' | ' | ' | ' | ' | ' | '30 day LIBOR | ' | ' | 'LIBOR | ' | ' | ' | ' | 'Prime rate or LIBOR plus LIBOR Rate Margin | ' |
Basis points added to base rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 1.65% | ' | ' | 1.65% | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | 30,000,000 |
Adjusted maximum borrowing capacity due to the permitted leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,600,000 | ' |
Outstanding credit facility | 3,621,000 | 3,223,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 | ' |
Interest Rate Cash Flow Hedges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed interest rate through swap agreement (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.85% | ' | ' | 4.28% | ' | ' | ' | ' |
Notional value of interest rate swap | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | 2,700,000 | ' | ' | ' | ' |
Fair value of interest rate swap | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | $300,000 | ' | ' | ' | ' |
Stated interest rate (as a percent) | ' | ' | ' | ' | ' | 3.12% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 0 Months Ended | 3 Months Ended | ||
Feb. 13, 2014 | Sep. 03, 2013 | Jun. 28, 2013 | Mar. 29, 2014 | |
item | item | item | item | |
Commitments and Contingencies | ' | ' | ' | ' |
Maximum period for purchase commitments for certain ingredients, packaging materials and energy | ' | ' | ' | '12 months |
Number of matters in which the entity is obligated and have agreed to indemnify and defend | ' | ' | ' | 2 |
Number additional allegedly non-natural ingredients | ' | ' | 2 | ' |
Number of putative class actions filed | 2 | ' | ' | ' |
Number of actions filed in California state court dismissed by the court | ' | 1 | ' | ' |
Business_Segments_Details
Business Segments (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 |
item | |||
Business segments and significant customers | ' | ' | ' |
Number of reportable segments | 2 | ' | ' |
Net revenues from external customers | $67,509 | $48,537 | ' |
Depreciation and amortization included in segment gross profit | 1,052 | 743 | ' |
Segment gross profit | 11,563 | 8,825 | ' |
Goodwill | 23,064 | 11,616 | 23,064 |
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | ' | ' | ' |
Segment gross profit | 11,563 | 8,825 | ' |
Operating expenses | 8,398 | 6,957 | ' |
Interest expense, net | 670 | 220 | ' |
Income before income taxes | 2,495 | 1,648 | ' |
Frozen Products | ' | ' | ' |
Business segments and significant customers | ' | ' | ' |
Net revenues from external customers | 43,655 | 26,636 | ' |
Depreciation and amortization included in segment gross profit | 475 | 248 | ' |
Segment gross profit | 7,844 | 4,948 | ' |
Goodwill | 17,078 | 5,630 | ' |
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | ' | ' | ' |
Segment gross profit | 7,844 | 4,948 | ' |
Snack Products | ' | ' | ' |
Business segments and significant customers | ' | ' | ' |
Net revenues from external customers | 23,854 | 21,901 | ' |
Depreciation and amortization included in segment gross profit | 577 | 495 | ' |
Segment gross profit | 3,719 | 3,877 | ' |
Goodwill | 5,986 | 5,986 | ' |
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | ' | ' | ' |
Segment gross profit | $3,719 | $3,877 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | Mar. 29, 2014 | Dec. 31, 2005 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 29, 2014 |
2005 Plan | 2005 Plan | Restricted stock | Restricted stock | Stock options | Stock options | Stock options | Stock options | |
Board of Directors | Employees | |||||||
Shareholders' equity | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares reserved for issuance | ' | 410,518 | ' | ' | ' | ' | ' | ' |
Number of shares authorized | 2,710,518 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 50,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | $100 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | ' | ' | ' | ' | ' | ' | ' |
Expiration term of awards | ' | ' | ' | ' | '10 years | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | '1 year | '5 years |
Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested at the beginning of the period (in shares) | ' | ' | 314,350 | ' | ' | ' | ' | ' |
Vested, including shares withheld to cover taxes (in shares) | ' | ' | -51,039 | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | -65,961 | ' | ' | ' | ' | ' |
Nonvested at the end of the period (in shares) | ' | ' | 197,350 | ' | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value Per Share | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested at the beginning of the period (in dollars per share) | ' | ' | $5.82 | ' | ' | ' | ' | ' |
Vested, including shares withheld to cover taxes (in dollars per share) | ' | ' | $4.09 | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | $4.09 | ' | ' | ' | ' | ' |
Nonvested at the end of the period (in dollars per share) | ' | ' | $6.85 | ' | ' | ' | ' | ' |
Options Outstanding | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | 934,300 | ' | ' | ' |
Exercised (in shares) | ' | ' | ' | ' | -54,100 | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | 880,200 | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | $4.58 | ' | ' | ' |
Exercised (in dollars per share) | ' | ' | ' | ' | $2.80 | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | ' | ' | $4.68 | ' | ' | ' |
Intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value related to options outstanding | ' | ' | ' | ' | $8,269,764 | ' | ' | ' |
Closing stock price (in dollars per share) | ' | ' | ' | ' | $14.08 | ' | ' | ' |
Weighted Average Remaining Contractual Life | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Contractual Life | ' | ' | ' | ' | '7 years 18 days | ' | ' | ' |
Additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | 100,000 | 100,000 | 100,000 | 100,000 | ' | ' |
Unrecognized costs related to non-vested stock option awards granted | ' | ' | $200,000 | ' | $1,100,000 | ' | ' | ' |
Weighted average period for recognition of unrecognized compensation costs | ' | ' | '1 year 1 month 6 days | ' | '2 years 7 months 6 days | ' | ' | ' |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 3 Months Ended |
Mar. 29, 2014 | |
Shareholders' Equity | ' |
Options Outstanding (in shares) | 880,200 |
Weighted Average Remaining Contractual Life | '7 years 18 days |
Weighted Average Exercise Price (in dollars per share) | $4.68 |
Options Exercisable (in shares) | 347,800 |
Weighted Average Exercise Price (in dollars per share) | $3.02 |
Stock options | Range of exercise price per share from $1.70 to $2.40 | ' |
Shareholders' Equity | ' |
Exercise price, low end of range (in dollars per share) | $1.70 |
Exercise price, high end of range (in dollars per share) | $2.40 |
Options Outstanding (in shares) | 234,600 |
Weighted Average Remaining Contractual Life | '4 years 9 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $2.01 |
Options Exercisable (in shares) | 202,600 |
Weighted Average Exercise Price (in dollars per share) | $1.95 |
Stock options | Range of exercise price per share from $3.20 to $4.16 | ' |
Shareholders' Equity | ' |
Exercise price, low end of range (in dollars per share) | $3.20 |
Exercise price, high end of range (in dollars per share) | $4.16 |
Options Outstanding (in shares) | 256,000 |
Weighted Average Remaining Contractual Life | '6 years 8 months 5 days |
Weighted Average Exercise Price (in dollars per share) | $3.82 |
Options Exercisable (in shares) | 101,700 |
Weighted Average Exercise Price (in dollars per share) | $3.77 |
Stock options | Range of exercise price per share from $4.28 to $7.21 | ' |
Shareholders' Equity | ' |
Exercise price, low end of range (in dollars per share) | $4.28 |
Exercise price, high end of range (in dollars per share) | $7.21 |
Options Outstanding (in shares) | 382,100 |
Weighted Average Remaining Contractual Life | '8 years 7 months 17 days |
Weighted Average Exercise Price (in dollars per share) | $6.84 |
Options Exercisable (in shares) | 43,500 |
Weighted Average Exercise Price (in dollars per share) | $6.26 |
Stock options | Range of exercise price per share from $7.61to $9.68 | ' |
Shareholders' Equity | ' |
Exercise price, low end of range (in dollars per share) | $7.61 |
Exercise price, high end of range (in dollars per share) | $9.38 |
Options Outstanding (in shares) | 7,500 |
Weighted Average Remaining Contractual Life | '9 years 3 months 7 days |
Weighted Average Exercise Price (in dollars per share) | $8.30 |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent Events, License agreement with T.G.I. Friday's) | 0 Months Ended |
Apr. 15, 2014 | |
Subsequent Events | License agreement with T.G.I. Friday's | ' |
Subsequent Event | ' |
Automatic renewal term | '5 years |