Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 27, 2014 | Mar. 05, 2015 | Jun. 28, 2014 |
Document and Entity Information | |||
Entity Registrant Name | INVENTURE FOODS, INC. | ||
Entity Central Index Key | 944508 | ||
Document Type | 10-K | ||
Document Period End Date | 27-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -15 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $167.30 | ||
Entity Common Stock, Shares Outstanding | 19,547,765 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $495 | $910 |
Accounts receivable, net | 22,420 | 23,618 |
Inventories | 65,216 | 43,086 |
Deferred income tax asset | 1,228 | 755 |
Other current assets | 1,220 | 1,223 |
Total current assets | 90,579 | 69,592 |
Property and equipment, net | 55,200 | 50,140 |
Goodwill | 23,286 | 23,064 |
Trademarks and other intangibles, net | 24,543 | 25,624 |
Other assets | 1,702 | 1,671 |
Total assets | 195,310 | 170,091 |
Current liabilities: | ||
Accounts payable | 15,533 | 19,380 |
Accrued liabilities | 12,978 | 10,121 |
Current portion of long-term debt | 7,041 | 6,110 |
Total current liabilities | 35,552 | 35,611 |
Long-term debt, less current portion | 59,218 | 61,865 |
Line of credit | 18,802 | 3,223 |
Deferred income tax liability | 6,869 | 4,188 |
Interest rate swaps | 349 | 526 |
Other liabilities | 2,554 | 5,525 |
Total liabilities | 123,344 | 110,938 |
Commitments and contingencies (see Notes 8 and 12) | ||
Shareholders' equity: | ||
Common stock, $.01 par value; 50,000 shares authorized; 19,961 and 19,845 shares issued and outstanding at December 27, 2014 and December 28, 2013, respectively | 200 | 198 |
Additional paid-in capital | 33,100 | 30,960 |
Accumulated other comprehensive loss | -134 | -244 |
Retained earnings | 39,271 | 28,710 |
Total shareholders' equity before treasury stock | 72,437 | 59,624 |
Less: treasury stock, at cost: 368 shares at December 27, 2014 and December 28, 2013 | -471 | -471 |
Total shareholders' equity | 71,966 | 59,153 |
Total liabilities and shareholders' equity | $195,310 | $170,091 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 19,961 | 19,845 |
Common stock, shares outstanding | 19,961 | 19,845 |
Treasury stock, shares | 368 | 368 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Net revenues | $285,663 | $215,580 | $185,179 |
Cost of revenues | 232,542 | 176,694 | 148,287 |
Gross profit | 53,121 | 38,886 | 36,892 |
Operating expenses: | |||
Selling, general and administrative expenses | 34,188 | 28,036 | 25,548 |
Operating income | 18,933 | 10,850 | 11,344 |
Non-operating (income) expense: | |||
Gain on sale of DSD business | -1,101 | ||
Interest expense, net | 2,604 | 872 | 764 |
Income before income tax expense | 16,329 | 9,978 | 11,681 |
Income tax expense | 5,768 | 3,360 | 4,232 |
Net income | $10,561 | $6,618 | $7,449 |
Earnings per common share: | |||
Basic (in dollars per share) | $0.54 | $0.34 | $0.40 |
Diluted (in dollars per share) | $0.53 | $0.33 | $0.38 |
Weighted average number of common shares: | |||
Basic (in shares) | 19,500 | 19,360 | 18,821 |
Diluted (in shares) | 19,990 | 19,789 | 19,574 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $10,561 | $6,618 | $7,449 |
Change in fair value of interest rate swaps, net of tax | 110 | 134 | 47 |
Comprehensive income | $10,671 | $6,752 | $7,496 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $187 | $27,676 | $14,643 | ($425) | ($471) | $41,610 |
Balance (in shares) at Dec. 31, 2011 | 18,631 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 7,449 | 7,449 | ||||
Change in fair value of interest rate swaps, net of tax | 47 | 47 | ||||
Stock-based compensation expense | 1,275 | 1,275 | ||||
Tax benefit from equity awards | 840 | 840 | ||||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | 9 | -131 | -122 | |||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes (in shares) | 940 | |||||
Balance at Dec. 29, 2012 | 196 | 29,660 | 22,092 | -378 | -471 | 51,099 |
Balance (in shares) at Dec. 29, 2012 | 19,571 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 6,618 | 6,618 | ||||
Change in fair value of interest rate swaps, net of tax | 134 | 134 | ||||
Stock-based compensation expense | 968 | 968 | ||||
Tax benefit from equity awards | 653 | 653 | ||||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | 2 | -321 | -319 | |||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes (in shares) | 274 | |||||
Balance at Dec. 28, 2013 | 198 | 30,960 | 28,710 | -244 | -471 | 59,153 |
Balance (in shares) at Dec. 28, 2013 | 19,845 | 19,845 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 10,561 | 10,561 | ||||
Change in fair value of interest rate swaps, net of tax | 110 | 110 | ||||
Stock-based compensation expense | 1,697 | 1,697 | ||||
Tax benefit from equity awards | 332 | 332 | ||||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes | 2 | 111 | 113 | |||
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes (in shares) | 116 | |||||
Balance at Dec. 27, 2014 | $200 | $33,100 | $39,271 | ($134) | ($471) | $71,966 |
Balance (in shares) at Dec. 27, 2014 | 19,961 | 19,961 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Cash flows from operating activities: | |||
Net income | $10,561 | $6,618 | $7,449 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Depreciation | 6,683 | 5,445 | 4,678 |
Amortization | 1,204 | 288 | 23 |
Provision for bad debts | 17 | -3 | 2 |
Deferred income taxes | 2,540 | 627 | 154 |
Excess income tax benefit from exercise of stock options | -332 | -653 | -841 |
Stock-based compensation expense | 557 | 619 | 736 |
Restricted stock compensation expense | 1,140 | 349 | 539 |
Gain on sale of DSD business | -1,101 | ||
Loss (gain) on disposition of equipment | 118 | 16 | -20 |
Contingent consideration revaluation | -2,998 | ||
Change assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | 1,183 | -2,634 | -1,816 |
Inventories | -22,103 | -7,554 | 4,166 |
Other assets and liabilities | 135 | 626 | 993 |
Accounts payable and accrued liabilities | 13 | 1,602 | -3,738 |
Net cash (used in) provided by operating activities | -1,282 | 5,346 | 11,224 |
Cash flows from investing activities: | |||
Purchase of property and equipment | -11,835 | -9,775 | -5,609 |
Acquisition of Willamette Valley Fruit Company | -1,250 | -8,472 | |
Purchase of Fresh Frozen Foods | -38,776 | ||
Purchase of Sin In A Tin | -158 | ||
Proceeds from sale of DSD business | 1,511 | ||
Net cash used in investing activities | -13,243 | -57,023 | -4,098 |
Cash flows from financing activities: | |||
Net borrowings on line of credit | 15,579 | -6,894 | -5,067 |
Proceeds from issuance of common stock under equity award plans | 320 | 206 | 181 |
Payments made on capital lease obligations | -334 | -486 | -505 |
Borrowings on term loan | 4,515 | 70,047 | |
Payments made on long-term debt | -5,896 | -10,161 | -2,518 |
Payment of loan financing fees | -198 | -671 | |
Excess income tax benefit from exercise of stock options | 332 | 653 | 841 |
Payment of payroll taxes on stock-based compensation through shares withheld | -208 | -526 | -303 |
Net cash provided by (used in) financing activities | 14,110 | 52,168 | -7,371 |
Net (decrease) increase in cash and cash equivalents | -415 | 491 | -245 |
Cash and cash equivalents at beginning of year | 910 | 419 | 664 |
Cash and cash equivalents at end of year | 495 | 910 | 419 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for interest | 1,950 | 734 | 776 |
Cash paid during the period for income taxes | 3,144 | 1,307 | 3,094 |
Supplemental disclosures of non-cash investing and financing transactions: | |||
Capital lease obligations for the acquisition of property and equipment | $16 |
Operations_and_Summary_of_Sign
Operations and Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||||||||
Dec. 27, 2014 | ||||||||||||||||||||||
Operations and Summary of Significant Accounting Policies: | ||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies | ||||||||||||||||||||||
1. Operations and Summary of Significant Accounting Policies | ||||||||||||||||||||||
Description of Business | ||||||||||||||||||||||
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 $285 million in annual net revenues for fiscal year 2014. | ||||||||||||||||||||||
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® 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 in two segments: frozen products and snack products. The frozen products segment includes 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 includes 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 operate manufacturing facilities in eight locations. Our frozen berry products are processed in Lynden, Washington, Salem, Oregon and Jefferson, Georgia. Our frozen berry business grows, processes and markets premium berry blends, raspberries, blueberries and rhubarb and purchases blackberries, 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 processed in Jefferson, Georgia, Thomasville, Georgia and in Salem, Oregon. Our frozen beverage products are packaged at our Lynden, Washington and Jefferson, Georgia facilities. We also use third-party processors for certain frozen products and package certain frozen fruits for other manufacturers. The products of our newly acquired frozen desserts business are produced in Pensacola, Florida. 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. | ||||||||||||||||||||||
Acquisitions and Dispositions | ||||||||||||||||||||||
We account for acquisitions using the acquisition method of accounting. The results of operations of our acquired businesses have been included in our consolidated results from their respective dates of acquisition. | ||||||||||||||||||||||
On September 29, 2014, we acquired the assets and intellectual property of a small boutique frozen desserts business, Sin In A Tin, for approximately $160,000 in cash. An additional amount of up to $0.5 million is payable to the seller in the form of an earn-out based on future net revenues from the Sin In A Tin products (see Note 2). | ||||||||||||||||||||||
On November 8, 2013, we completed our acquisition of Fresh Frozen Foods, LLC (“Fresh Frozen Foods”) for a cash purchase price of $38.4 million plus a working capital adjustment of $0.4 million. An additional amount of up to $3.0 million could have been payable to Fresh Frozen Foods as contingent consideration in the form of an earn-out based on 2014 performance (see Note 2). | ||||||||||||||||||||||
On May 28, 2013, we completed our acquisition of the berry processing business of Willamette Valley Fruit Company, LLC (“Willamette Valley Fruit Company”) for a cash purchase price of $9.3 million. An additional amount of up to $3.0 million may be payable to Willamette Valley Fruit Company as contingent consideration in the form of an earn-out if certain performance thresholds are met during the seven-year period following the closing of the transaction (see Note 2). | ||||||||||||||||||||||
On November 5, 2012, we sold our direct-store-delivery (“DSD”) business for $1.2 million in cash, which included a network of independently operated and owned service routes and limited fixed assets associated with the DSD business. We received an additional $0.3 million as a purchase price adjustment for inventory on-hand. We recognized a net gain of $1.1 million in continuing operations, as we will continue to indirectly sell our products through this network at a reduced cost and will no longer sell distributed products. Our sales of distributed products were $2.6 million in fiscal year 2012. Our DSD business was part of our indulgent specialty snack segment and included a limited number of snack food products purchased and sold through our DSD network in Arizona. | ||||||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||||
The consolidated financial statements include the accounts of Inventure Foods, Inc. and all of its wholly owned subsidiaries. All significant intercompany amounts and transactions have been eliminated. | ||||||||||||||||||||||
Our fiscal year ends on the last Saturday occurring in the month of December of each calendar year. Accordingly, the fiscal year end dates result in an additional week of results every five or six years. Fiscal year 2014 commenced December 29, 2013 and ended December 27, 2014, resulting in a 52-week fiscal year. Fiscal year 2013 commenced December 30, 2012 ended December 28, 2013, resulting in a 52-week fiscal year. Fiscal year 2012 commenced January 1, 2012 ended December 29, 2012, resulting in a 52-week fiscal year. | ||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. We routinely evaluate our estimates, including those related to accruals for customer programs and incentives, product returns, bad debts, income taxes, long-lived assets, inventories, stock-based compensation, interest rate swap valuations, accrued broker commissions and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. | ||||||||||||||||||||||
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 December 27, 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 assets and liabilities measured at fair value on a recurring basis (in thousands) at the respective dates set forth below: | ||||||||||||||||||||||
December 27, 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 | $ | — | $ | 697 | $ | — | $ | — | $ | 579 | $ | — | |||||||||
Interest rate swaps | Level 2 | (349 | ) | — | — | (526 | ) | — | — | |||||||||||||
Accrued liabilities | Level 3 | — | — | (246 | ) | — | — | — | ||||||||||||||
Other liabilities | Level 3 | — | — | (1,602 | ) | — | — | (5,053 | ) | |||||||||||||
$ | (349 | ) | $ | 697 | $ | (1,848 | ) | $ | (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. | ||||||||||||||||||||||
The Company’s 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 acquisitions of Sin In A Tin in September 2014, 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. To determine the fair value, we valued the contingent consideration liability based on the expected probability weighted earn-out payments corresponding to the performance thresholds agreed to under the applicable purchase agreements. The expected earn-out payments were then present valued by applying a discount rate that captures a market participants view of the risk associated with the expected earn-out payments. During the year ended December 27, 2014, we reduced the value of the contingent consideration related to the Fresh Frozen Foods acquisition to zero due to forecasted reduction in estimated achievement of targets, and we reduced the value of the contingent consideration related to the Willamette Valley Fruit Company acquisition by $0.3 million based on a reduction in our estimate of the total earn-out expected to be achieved. | ||||||||||||||||||||||
A summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 Liabilities) for the year ended December 27, 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 | ) | ||||||||||||||||||||
Fresh Frozen Foods earn-out revaluation | (2,653 | ) | ||||||||||||||||||||
Willamette Valley Fruit Company earn-out revaluation | (345 | ) | ||||||||||||||||||||
Earn-out from Sin In A Tin purchase accounting | 243 | |||||||||||||||||||||
Balance at December 27, 2014 | $ | 1,848 | ||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||||
We utilize interest rate swaps in the management of our variable interest rate exposure and do not enter into derivatives for trading purposes. All derivatives are measured at fair value. Our interest rate swaps are classified as cash flow hedges. | ||||||||||||||||||||||
Treasury Stock | ||||||||||||||||||||||
We record repurchases of our common stock, $.01 par value (“Common Stock”), as treasury stock at cost. We also record the subsequent retirement of these treasury shares at cost. The excess of the cost of the shares retired over their par value is allocated between additional paid-in capital and retained earnings. The amount recorded as a reduction of paid-in capital is based on such excess. | ||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | ||||||||||||||||||||||
Accounts Receivable | ||||||||||||||||||||||
Accounts receivable consist primarily of receivables from customers and distributors for products purchased. Receivables are generally past due when they are unpaid greater than thirty days. We determine any required reserves by considering a number of factors, including the length of time the accounts receivable have been outstanding and our loss history. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. | ||||||||||||||||||||||
Inventories | ||||||||||||||||||||||
Inventories are stated at the lower of cost (first-in, first-out) or market. We identify slow moving or obsolete inventories and estimate appropriate write-down provisions related thereto. If actual market conditions are less favorable than those projected by management, additional inventory write downs may be required. In the ordinary course of business, we manage price and supply risk of commodities by entering into various short-term purchase arrangements with our vendors. | ||||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||||
Property and equipment are recorded at cost. Cost includes expenditures for major improvements and replacements. Maintenance and repairs are charged to operations when incurred. When assets are retired or otherwise disposed of, the related costs and accumulated depreciation are removed from the appropriate accounts, and the resulting gain or loss is recognized. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, ranging from two to thirty years. We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are included in property, plant and equipment and amortized on a straight-line basis when placed into service over three to ten years. | ||||||||||||||||||||||
We evaluate the recoverability of property and equipment not held for sale by comparing the carrying amount of the asset or group of assets against the estimated undiscounted future cash flows expected to result from the use of the asset or group of assets and their eventual disposition, in accordance with relevant authoritative guidance. If the undiscounted future cash flows are less than the carrying value of the asset or group of assets being evaluated, an impairment loss is recorded. The loss is measured as the difference between the fair value and carrying value of the asset or group of assets being evaluated. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less cost to sell. The estimated fair value would be based on the best information available under the circumstances, including prices for similar assets or the results of valuation techniques, including the present value of expected future cash flows using a discount rate commensurate with the risks involved. | ||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||
Goodwill and trademarks are reviewed for impairment annually or more frequently if impairment indicators arise. Goodwill, by reporting unit, is required to be tested for impairment between the annual tests if an event occurs or circumstances change that more-likely-than-not reduces the fair value of a reporting unit below its carrying value. We have concluded from our annual impairment testing performed in December that neither of our two reporting units was at risk of failing the impairment test in the near term, and we believe that there are no known risks for that conclusion to change at either of our reporting units. Intangible assets with indefinite lives are required to be tested for impairment between the annual tests if an event occurs or circumstances change indicating that the asset might be impaired. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives, which is the estimated period over which economic benefits are expected to be provided. | ||||||||||||||||||||||
Management believes that each of our trademarks has the continued ability to generate cash flows indefinitely. Therefore, each of our trademarks has been determined to have an indefinite life. Management’s determination that our trademarks have indefinite lives includes an evaluation of historical cash flows and projected cash flows for each of these trademarks. In addition, there are no legal, regulatory, contractual, economic or other factors to limit the useful life of these trademarks. Management intends to renew each of these trademarks, which can be accomplished at little cost. | ||||||||||||||||||||||
See Note 3 “Goodwill, Trademarks and Other Intangible Assets” for additional information. | ||||||||||||||||||||||
Self-Insurance Reserves | ||||||||||||||||||||||
We are partially self-insured for the purposes of providing health care benefits to employees covered by our insurance plan. The plan covers all full-time employees of the Company on the first day of the month after each such employee’s hiring date for salaried employees, and the first day of the month following the ninetieth day of service for hourly employees. The plan covers the employees’ dependents, if elected by each such employee. We have contracted with an insurance carrier for stop loss coverage that commences when $100,000 in claims is paid annually for a covered participant. In addition, we have contracted for aggregate stop loss insurance, which provides coverage after the maximum amount paid by us exceeds approximately $1.5 million. Estimated unpaid claims included in accrued liabilities are $0.3 million at December 27, 2014 and December 28, 2013. These amounts represent management’s best estimate of amounts that have not been paid prior to the year-end dates. It is reasonably possible that the actual expense we will ultimately incur could differ from such estimates. | ||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||
In accordance with GAAP, we recognize operating revenues upon shipment of products to customers, provided title and risk of loss pass to our customers. In those instances where title and risk of loss does not pass until delivery, revenue recognition is deferred until delivery has occurred. In our snack products segment, revenue for products sold through our local distribution network prior to our sale of the DSD business in November 2012 was recognized when the product was received by the retailer. | ||||||||||||||||||||||
Provisions and allowances for sales returns, promotional allowances, coupon redemption and discounts are also recorded as a reduction of revenues in our consolidated financial statements. These allowances are estimated based on a percentage of sales returns using historical and current market information. We record certain reductions to revenue for promotional allowances. There are several types of promotional allowances, such as off-invoice allowances, rebates and shelf space allowances. An off-invoice allowance is a reduction of the sales price that is directly deducted from the invoice amount. We record the amount of the deduction as a reduction to revenue when the transaction occurs. We record certain allowances for coupon redemptions, scan-back promotions and other promotional activities as a reduction to revenue. Anytime we offer consideration (cash or credit) as a trade advertising or promotional allowance to a purchaser of products at any point along the distribution chain, the amount is accrued and recorded as a reduction in revenue. Costs associated with obtaining shelf space (i.e., “slotting fees”) are accounted for as a reduction of revenue in the period in which we incur such costs. The accrued liabilities for these allowances are monitored throughout the time period covered by the coupon or promotion. | ||||||||||||||||||||||
Selling and Administrative Expenses | ||||||||||||||||||||||
Selling and administrative expenses include salaries and wages, bonuses and incentives, stock-based compensation expenses, employee related expenses, facility-related expenses, marketing and advertising expenses, depreciation of property and equipment, professional fees, amortization of intangible assets, provisions for losses on accounts receivable and other operating expenses. | ||||||||||||||||||||||
We recorded $1.4 million, $0.9 million and $0.9 million in fiscal years 2014, 2013 and 2012, respectively, for advertising costs, which are included in selling, general and administrative expenses on the Consolidated Statements of Operations contained herein. These costs include various sponsorships, coupon administration and consumer advertising programs that we enter into throughout the year and are expensed as incurred. Our marketing programs also include selective event sponsorship designed to increase brand awareness and to provide opportunities to mass sample branded products. | ||||||||||||||||||||||
Also included in selling, general and administrative expense are costs and fees relating to the execution of in-store product demonstrations with club stores or grocery retailers, which were $1.7 million, $2.2 million and $1.9 million for the years ended December 27, 2014, December 28, 2013 and December 29, 2012, respectively. The cost of product used in the demonstrations, which is insignificant, and the fee we pay to the independent third-party providers who conduct the in-store demonstrations, are recorded as an expense when the event occurs. Product demonstrations are conducted by independent third-party providers designated by the various retailer or club chains. During the in-store demonstrations, the consumers in the stores receive small samples of our products. The consumers are not required to purchase our product in order to receive the sample. | ||||||||||||||||||||||
Shipping and Handling | ||||||||||||||||||||||
Shipping and handling costs are included in cost of revenues. We do not bill customers for freight. | ||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||||||||||||||||||||||
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in our effective tax rate on future earnings. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | ||||||||||||||||||||||
The Company uses a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement. The Company believes that its income tax filing positions and deductions would be sustained upon examination; thus, the Company has not recorded any uncertain tax positions as of December 27, 2014. | ||||||||||||||||||||||
It is our policy to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We do not have any accrued interest or penalties associated with unrecognized tax benefits for the years ended December 27, 2014 and December 28, 2013. | ||||||||||||||||||||||
We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The material jurisdictions that are subject to examination by tax authorities include the U.S. federal, Arizona, California and Indiana. Our U.S. federal income tax returns for years 2011 through 2013 remain open to examination by the Internal Revenue Service. Our state tax returns for years 2010 through 2013 remain open to examination by the state jurisdictions. | ||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
Compensation expense for restricted stock and stock option awards is adjusted for estimated attainment thresholds and forfeitures and is recognized on a straight-line basis over the requisite period of the award, which is currently one to five years for restricted stock and one to five years for stock options. We estimate future forfeiture rates based on our historical experience. | ||||||||||||||||||||||
Compensation costs related to all stock-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 stock-based payment arrangements are classified as cash inflows from financing activities and cash outflows from operating activities. See Note 9 “Stockholders’ Equity” for additional information. | ||||||||||||||||||||||
Earnings Per Common Share | ||||||||||||||||||||||
Basic earnings per common share is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share is calculated by including all dilutive common shares such as stock options and restricted stock. For the years ended December 27, 2014, December 28, 2013 and December 29, 2012 options to purchase 26,306, 291,571 and 281,017 shares of our common stock, respectively, were excluded from the calculation of diluted earnings per share because their effects were antidilutive. These exclusions were made because the options’ exercise prices were greater than the average market price of our Common Stock for those periods. 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 years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands, except per share data): | ||||||||||||||||||||||
December 27, | December 28, | December 29, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||
Basic Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 10,561 | $ | 6,618 | $ | 7,449 | ||||||||||||||||
Weighted average number of common shares | 19,500 | 19,360 | 18,821 | |||||||||||||||||||
Earnings per common share | $ | 0.54 | $ | 0.34 | $ | 0.40 | ||||||||||||||||
Diluted Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 10,561 | $ | 6,618 | $ | 7,449 | ||||||||||||||||
Weighted average number of common shares | 19,500 | 19,360 | 18,821 | |||||||||||||||||||
Incremental shares from assumed conversions of stock options and non-vested shares of restricted stock | 490 | 429 | 753 | |||||||||||||||||||
Adjusted weighted average number of common shares | 19,990 | 19,789 | 19,574 | |||||||||||||||||||
Earnings per common share | $ | 0.53 | $ | 0.33 | $ | 0.38 | ||||||||||||||||
Subsequent Events | ||||||||||||||||||||||
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. We recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing the financial statements. Our financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are filed. | ||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||
Changes to U.S. GAAP 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 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. | ||||||||||||||||||||||
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective at the beginning of our 2017 fiscal year and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the impact, if any, of adopting this new accounting standard on our financial statements. | ||||||||||||||||||||||
In June 2014, the FASB issued new guidance related to stock compensation. The new standard requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. We are evaluating the impact, if any, of adopting this new accounting guidance on our financial statements. | ||||||||||||||||||||||
Acquisitions
Acquisitions | 12 Months Ended | |||||||||
Dec. 27, 2014 | ||||||||||
Acquisitions: | ||||||||||
Acquisitions: | ||||||||||
2.Acquisitions | ||||||||||
Sin In A Tin | ||||||||||
On September 29, 2014, we acquired the assets and intellectual property of a small boutique frozen desserts business, Sin In A Tin, for approximately $160,000 in cash. An additional amount of up to $0.5 million is payable to the seller in the form of an earn-out based on future net revenues from the Sin In A Tin products. At the time of acquisition, the contingent consideration was recorded at $0.2 million based on the fair value assessment. Additionally, we recorded $0.1 million of identifiable intangible assets and $0.1 million of net tangible assets that were assumed as a part of this acquisition based on their estimated fair values, and $0.2 million of residual goodwill. | ||||||||||
The above allocation will remain preliminary until the Company has all of the information necessary to finalize the allocation of the purchase price, which shall be no later than one year following the acquisition date. | ||||||||||
Fresh Frozen Foods | ||||||||||
On November 8, 2013, we acquired substantially all of the assets, properties and rights of Fresh Frozen Foods, a branded frozen vegetable processor. As consideration for the acquisition, we assumed certain liabilities and obligations of Fresh Frozen Foods and paid an aggregate purchase price of $38.4 million in cash plus a working capital adjustment of $0.4 million. A portion of the purchase price was used to settle Fresh Frozen Foods’ existing debt as of the closing of the transaction. An additional amount of up to $3.0 million could have been payable to Fresh Frozen Foods as contingent consideration in the form of an earn-out based on 2014 performance. At the time of acquisition, the contingent consideration was recorded at $2.7 million based on the fair value assessment at acquisition. Such contingent payment, if any, would be paid during the first quarter of 2015. Acquisition costs of $1.1 million were incurred during the year ended December 28, 2013 and are included within selling, general and administrative expenses. The amount of net revenues attributable to Fresh Frozen Foods included in the consolidated statements of operations since the acquisition date were $8.9 million in fiscal 2013. We do not allocate certain selling, general and administrative expenses and therefore, it is impracticable for us to separately identify earnings of the acquired entity since acquisition. | ||||||||||
The following table summarizes the purchase price and estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): | ||||||||||
Purchase price paid as: | ||||||||||
Cash | $ | 38,375 | ||||||||
Net working capital adjustment | 401 | |||||||||
Contingent consideration | 2,653 | |||||||||
Total purchase price | 41,429 | |||||||||
Fair value of net assets acquired: | ||||||||||
Current assets | $ | 10,774 | ||||||||
Property and equipment | 8,424 | |||||||||
Deferred tax assets | 235 | |||||||||
Identifiable intangible assets: | ||||||||||
Trade name | 9,475 | |||||||||
Customer relationships | 10,487 | |||||||||
Current liabilities | (6,252 | ) | ||||||||
Long-term capital lease obligation | (15 | ) | ||||||||
Total fair value of net assets acquired | 33,128 | |||||||||
Excess purchase price over fair value of net assets acquired (goodwill) | $ | 8,301 | ||||||||
Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired was recorded as goodwill. The goodwill recorded as a result of the acquisition of Fresh Frozen Foods is expected to be deductible for tax purposes. | ||||||||||
Identified intangible assets of $20.0 million consist of customer relationships and trade name. The customer relationships are amortized using the straight-line method over the estimated useful life of twelve years. We believe the acquired trade name has the continued ability to generate cash flows indefinitely, and therefore the trade name has been determined to have an indefinite life. | ||||||||||
Goodwill of $8.3 million represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from Fresh Frozen Foods. In accordance with current accounting standards, the goodwill is not amortized and will be tested for impairment annually in the fourth quarter of our fiscal year. | ||||||||||
See Note 3 “Goodwill, Trademarks and Other Intangible Assets” for additional information. | ||||||||||
Based on Fresh Frozen Foods’ financial performance for fiscal 2014, we concluded the earn-out would not be paid. Accordingly, the liability for contingent consideration was adjusted to $0, which resulted in a decrease in operating expenses of $2.7 million during the year ended December 27, 2014. | ||||||||||
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, one of the Pacific Northwest’s leading processors of high-quality berry products, for a cash purchase price of $9.3 million. An additional amount of up to $3.0 million may be payable to Willamette Valley Fruit Company as contingent consideration if certain performance thresholds are met during the seven-year period following the closing of the transaction. Under the terms of the purchase agreement, we acquired substantially all of the berry processing equipment assets, including a new Individually Quick Frozen (“IQF”) tunnel, and other intellectual property and inventory rights. We also entered into leases of the land and buildings containing the purchased assets in connection with the transaction. The amount of net revenues attributable to Willamette Valley Fruit Company included in the consolidated statements of operations since the acquisition date were $14.1 million in fiscal 2013. We do not allocate certain selling, general and administrative expenses and therefore, it is impracticable for us to separately identify earnings of the acquired entity since acquisition. | ||||||||||
The following table summarizes the purchase price and the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition and provides certain supplemental cash flow information (in thousands): | ||||||||||
Purchase price paid as: | ||||||||||
Cash and borrowings on revolving line of credit | $ | 8,472 | ||||||||
Holdback consideration | 800 | |||||||||
Contingent consideration | 2,400 | |||||||||
Total purchase price | 11,672 | |||||||||
Fair value of net assets acquired: | ||||||||||
Inventory | $ | 1,272 | ||||||||
Property and equipment | 3,335 | |||||||||
Identifiable intangible assets | 3,940 | |||||||||
Current liabilities | (22 | ) | ||||||||
Total fair value of net assets acquired | 8,525 | |||||||||
Excess purchase price over fair value of net assets acquired (goodwill) | $ | 3,147 | ||||||||
Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired was recorded as goodwill. The goodwill recorded as a result of the acquisition of Willamette Valley Fruit Company is expected to be deductible for tax purposes. The estimated values of current liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. | ||||||||||
Identified intangible assets of $3.9 million consist of customer relationships and trade name. The customer relationships are amortized using the straight-line method over the estimated useful life of ten years. We believe the acquired trade name has the continued ability to generate cash flows indefinitely, and therefore the trade name has been determined to have an indefinite life. | ||||||||||
Goodwill of $3.1 million represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from Willamette Valley Fruit Company. In accordance with current accounting standards, the goodwill is not amortized and will be tested for impairment annually in the fourth quarter of our fiscal year. | ||||||||||
See Note 3 “Goodwill, Trademarks and Other Intangible Assets” for additional information. | ||||||||||
During the first quarter of 2014 we paid $0.5 million of the contingent consideration upon completion of certain thresholds achieved during the 2013 fiscal period. We also paid $0.8 million in holdbacks upon expiration of certain indemnification and completion of post-acquisition obligations. As of December 27, 2014, we reduced our estimate of the total earn-out expected to be achieved. Accordingly, the liability for contingent consideration was adjusted to $1.6 million, which resulted in a decrease in operating expenses of $0.3 million during the year ended December 27, 2014. | ||||||||||
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 the earliest period presented. 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. Pro forma information related to the Sin In A Tin acquisition has not been included as it is not material. | ||||||||||
Year ended | ||||||||||
December 27, | December 28, | |||||||||
2014 | 2013 | |||||||||
Net revenues | As reported | $ | 285,663 | $ | 215,580 | |||||
pro forma | $ | 285,663 | $ | 271,597 | ||||||
Net income | As reported | $ | 10,561 | $ | 6,618 | |||||
pro forma | $ | 10,561 | $ | 8,571 | ||||||
Diluted earnings per share | As reported | $ | 0.53 | $ | 0.33 | |||||
pro forma | $ | 0.53 | $ | 0.43 | ||||||
Goodwill_Trademarks_and_Other_
Goodwill, Trademarks and Other Intangible Assets | 12 Months Ended | |||||||||
Dec. 27, 2014 | ||||||||||
Goodwill, Trademarks, and Other Intangible Assets: | ||||||||||
Goodwill, Trademarks, and Other Intangible Assets: | ||||||||||
3.Goodwill, Trademarks, and Other Intangible Assets | ||||||||||
Goodwill, trademarks and other intangibles, net, consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | ||||||||||
Estimated | December 27, | 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 | ||||||||
Sin In A Tin | 222 | — | ||||||||
Total goodwill | $ | 23,286 | $ | 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 | ||||||||
Sin In A Tin | 123 | — | ||||||||
Other intangibles: | ||||||||||
Rader Farms - Customer relationship, gross carrying amount | 10 years | 100 | 100 | |||||||
Rader Farms - Customer relationship, accum. amortization | (76 | ) | (66 | ) | ||||||
Willamette Valley Fruit Company - Customer relationship, gross carrying amount | 10 years | 3,200 | 3,200 | |||||||
Willamette Valley Fruit Company - Customer relationship, accum. amortization | (480 | ) | (160 | ) | ||||||
Fresh Frozen Foods - Customer relationship, gross carrying amount | 12 years | 10,487 | 10,487 | |||||||
Fresh Frozen Foods - Customer relationship, accum. amortization | (992 | ) | (118 | ) | ||||||
Total trademarks and other intangibles, net | $ | 24,543 | $ | 25,624 | ||||||
The trademarks are deemed to have an indefinite useful life because they are expected to generate cash flows indefinitely. Amortization expense was $1,204,000, $288,000 and $23,000 for the years ended December 27, 2014, December 28, 2013 and December 29, 2012, respectively. As of December 27, 2014, we expect amortization expense on these intangible assets over the next five years to be as follows (in thousands): | ||||||||||
Years Ending, | Amortization | |||||||||
Expense | ||||||||||
2015 | $ | 1,204 | ||||||||
2016 | 1,204 | |||||||||
2017 | 1,198 | |||||||||
2018 | 1,194 | |||||||||
2019 | 1,194 | |||||||||
Thereafter | 6,245 | |||||||||
Total | $ | 12,239 | ||||||||
Goodwill and trademarks are reviewed for impairment annually in the fourth fiscal quarter, or more frequently if impairment indicators arise. Goodwill is required to be tested for impairment between the annual tests if an event occurs or circumstances change that more-likely-than-not reduces the fair value of a reporting unit below its carrying value. Intangible assets with indefinite lives are required to be tested for impairment between the annual tests if an event occurs or circumstances change indicating that the asset might be impaired. No impairments were determined through our testing for the year ended December 27, 2014. | ||||||||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 27, 2014 | ||||||||
Accrued Liabilities: | ||||||||
Accrued Liabilities: | ||||||||
4.Accrued Liabilities | ||||||||
Accrued liabilities consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | ||||||||
December 27, | December 28, | |||||||
2014 | 2013 | |||||||
Accrued payroll and payroll taxes | $ | 2,365 | $ | 1,070 | ||||
Accrued royalties and commissions | 1,048 | 1,078 | ||||||
Accrued advertising and promotion | 351 | 1,610 | ||||||
Accrued berry purchase payments | 4,127 | 2,971 | ||||||
Accrued other | 5,087 | 3,392 | ||||||
$ | 12,978 | $ | 10,121 | |||||
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 27, 2014 | ||||||||
Inventories: | ||||||||
Inventories: | ||||||||
5.Inventories | ||||||||
Inventories consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | ||||||||
December 27, | December 28, | |||||||
2014 | 2013 | |||||||
Finished goods | $ | 28,651 | $ | 18,392 | ||||
Raw materials | 36,565 | 24,694 | ||||||
$ | 65,216 | $ | 43,086 | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 27, 2014 | ||||||||||
Property and Equipment: | ||||||||||
Property and Equipment: | ||||||||||
6.Property and Equipment | ||||||||||
Property and equipment consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | ||||||||||
Useful Lives | December 27, | December 28, | ||||||||
2014 | 2013 | |||||||||
Buildings and improvements | 20 – 30 years | $ | 20,262 | $ | 20,869 | |||||
Equipment | 7 – 15 years | 67,146 | 55,838 | |||||||
Land | — | 777 | 777 | |||||||
Vehicles | 4 – 5 years | 383 | 383 | |||||||
Furniture and office equipment | 2 – 10 years | 6,811 | 6,153 | |||||||
95,379 | 84,020 | |||||||||
Less accumulated depreciation and amortization | (40,179 | ) | (33,880 | ) | ||||||
$ | 55,200 | $ | 50,140 | |||||||
The total cost of equipment and furniture and office equipment included in the table above held under capital lease obligations was $3.0 million and $3.0 million as of December 27, 2014 and December 28, 2013, respectively. Depreciation expense, including amortization of property under capital leases, for fiscal years 2014, 2013 and 2012 was $6.7 million, $5.4 million and $4.7 million, respectively. | ||||||||||
LongTerm_Debt_and_Line_of_Cred
Long-Term Debt and Line of Credit | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Long-Term Debt and Line of Credit: | |||||||||||
Long-Term Debt and Line of Credit: | |||||||||||
7.Long-Term Debt and Line of Credit | |||||||||||
Long-term debt consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | |||||||||||
December 27, | December 28, | ||||||||||
2014 | 2013 | ||||||||||
Senior secured term loan due quarterly through November 2018 | $ | 54,900 | $ | 60,000 | |||||||
Equipment term loan B due monthly through September 2020 | 1,278 | 1,481 | |||||||||
Equipment term loan, Rader Farms, due monthly through August 2019 | 2,428 | — | |||||||||
Equipment term loan, Willamette Valley, due monthly through August 2019 | 1,802 | — | |||||||||
Bluffton, IN mortgage loan due monthly through December 2016 | 1,825 | 1,916 | |||||||||
Lynden, WA real estate term loan due monthly through July 2017 | 2,565 | 2,805 | |||||||||
Capital lease obligations, primarily due September 2017 | 1,461 | 1,773 | |||||||||
66,259 | 67,975 | ||||||||||
Less: current portion of long-term debt | (7,041 | ) | (6,110 | ) | |||||||
Long-term debt, less current portion | $ | 59,218 | $ | 61,865 | |||||||
Annual maturities of long-term debt as of December 27, 2014 are as follows (in thousands): | |||||||||||
Year | Capital Lease | Debt | |||||||||
Obligations | |||||||||||
2015 | $ | 562 | $ | 6,532 | |||||||
2016 | 542 | 9,109 | |||||||||
2017 | 448 | 9,163 | |||||||||
2018 | — | 38,961 | |||||||||
2019 | — | 870 | |||||||||
Thereafter | — | 163 | |||||||||
Subtotal | 1,552 | 64,798 | |||||||||
Less: Amount representing interest | (91 | ) | — | ||||||||
Total | $ | 1,461 | $ | 64,798 | |||||||
In August 2014, we entered into two separate equipment term loans with Banc of America Leasing & Capital LLC; one for $2.6 million to finance equipment to be used at the Company’s Rader Farms facility, and the other for $1.9 million to finance equipment to be used at Willamette Valley Fruit Company. Both of these equipment term loans accrue interest at a rate of 2.35% and will be repaid over 60 recurring monthly payments commencing September 15, 2014. | |||||||||||
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. At December 27, 2014, $18.8 million was outstanding and $11.2 million was available under the line of credit. 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 December 27, 2014, we were in compliance with all of the financial covenants. | |||||||||||
Net interest expense consisted of the following for the fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | |||||||||||
December 27, | December 28, | December 29, | |||||||||
2014 | 2013 | 2012 | |||||||||
Interest expense | $ | (2,604 | ) | $ | (872 | ) | $ | (764 | ) | ||
Interest income | — | — | — | ||||||||
Interest expense, net | $ | (2,604 | ) | $ | (872 | ) | $ | (764 | ) | ||
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 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 value of approximately $1.8 million and $1.9 million at December 27, 2014 and December 28, 2013, respectively, and expires in December 2016. We evaluate the effectiveness of the hedge on a quarterly basis and, at December 27, 2014, the hedge is highly effective. The interest rate swap had a fair value of approximately $155,000 and $240,000 at December 27, 2014 and December 28, 2013, respectively, which were recorded as a liability on the accompanying Consolidated Balance Sheets. 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 at the end of the fiscal period. | |||||||||||
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 values to match the expected pay down of the debt. The notional value of the swap was $2.6 million and $2.8 million at December 27, 2014 and December 28, 2013, respectively. 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 approximately $194,000 and $286,000 at December 27, 2014 and December 28, 2013, respectively, which were recorded as a liability on the accompanying 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 at the end of the fiscal period. | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 27, 2014 | |||||
Commitments and Contingencies: | |||||
Commitments and Contingencies: | |||||
8.Commitments and Contingencies | |||||
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. | |||||
Leases | |||||
During the years ended December 27, 2014, December 28, 2013 and December 29, 2012, the rental expense from operating leases was $2.6 million, $1.8 million and $1.6 million, respectively. As of December 27, 2014, minimum rental commitments under non-cancellable operating leases were (in thousands): | |||||
Year | Operating Lease | ||||
Obligations | |||||
2015 | $ | 1,979 | |||
2016 | 1,865 | ||||
2017 | 1,545 | ||||
2018 | 1,008 | ||||
2019 | 952 | ||||
Thereafter | 5,764 | ||||
Total | $ | 13,113 | |||
Purchase 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. | |||||
Licensing | |||||
We produce T.G.I. Friday’s® brand snacks, Tato Skins® brand potato crisps and Boulder Canyon® Authentic Foods Rice and Bean snacks utilizing a sheeting and frying process that includes technology that we license from a third party. Pursuant to the license agreement between us and the third party, we have a royalty-bearing, exclusive right license to use the technology in the United States, Canada, and Mexico until such time the parties mutually agree to terminate the agreement. Even though the patents for this technology expired in December 2006, in consideration for the use of this technology, we are required to make royalty payments on sales of products manufactured utilizing the technology until such termination date. However, should products substantially similar to Tato Skins®, O’Boisies® and Pizzarias® become available for any reason in the marketplace by any manufacturer other than us which results in a sales decline of 10% or more, any royalty obligation for the respective products shall cease. | |||||
We license the T.G.I. Friday’s® brand snacks trademark from T.G.I. Friday’s Inc. under a license agreement with a term expiring in December 2019. Pursuant to the license agreement, we are required to make royalty payments on sales of T.G.I. Friday’s® brand snack products and are required to achieve certain minimum sales levels by certain dates during the contract term. | |||||
We license the Jamba® brand trademark from Jamba Juice Company under a license agreement with a term expiring in 2035. Pursuant to the license agreement, we are required to make royalty payments on sales of Jamba® products, and are required to achieve certain minimum sales levels by certain dates during the contract term. | |||||
We license the Nathan’s Famous® brand trademark from Nathan’s Famous Corporation under a license agreement with a term expiring in 2031. Pursuant to the license agreement, we are required to make royalty payments on sales of Nathan’s Famous® products, and are required to achieve certain minimum sales levels by certain dates during the contract term. | |||||
We license the Vidalia® brand trademark from Vidalia Brands, Inc. under a license agreement with a term expiring January 2019. Pursuant to the license agreement, we are required to make royalty payments on sales of Vidalia® brand products during the contract term. | |||||
We license the Seattle’s Best Coffee® brand trademark from Seattle’s Best Coffee LLC under a license agreement with a term expiring November 2017, which automatically extends for a five-year period upon meeting certain minimum sales targets. Pursuant to the license agreement, we are required to make royalty payments on sales of Seattle’s Best Coffee® brand products during the contract term. | |||||
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. See Note 12, “Litigation.” | |||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||
Dec. 27, 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 subsequent 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. 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. | ||||||||||||||
As of December 27, 2014, there were 418,314 shares of Common Stock available for awards under the 2005 Plan, plus 576,391 shares of Common Stock available for any awards under the 2005 Plan other than Incentive Stock Options. | ||||||||||||||
Restricted Common Stock | ||||||||||||||
We have issued shares of restricted Common Stock in the form of restricted stock awards and restricted stock units as incentives to certain employees, officers and members of our board of directors (the “Board”). Restricted stock awards and restricted stock units granted to members of the Board are granted with a one-year service period. Restricted stock awards and restricted stock units granted to the Company’s officers vest over three years and typically contain performance restrictions that are required to be achieved over a three year measurement period in order for the shares to be released. The number of performance-based restricted stock ultimately released varies based on whether we achieve certain financial results. Restricted stock units granted to non-officer employees generally vest over three or five years. We record compensation expense each period based on the market price of our Common Stock at the time of grant and, for performance-based restricted stock awards and units, our estimate of the most probable number of shares that will ultimately be released. The related stock-based compensation expense is included in selling, general and administrative expenses. Additionally, the compensation expense is adjusted for our estimate of forfeitures. Recipients of restricted Common Stock are entitled to receive any dividends declared on our Common Stock and have voting rights, regardless of whether such shares have vested. | ||||||||||||||
During the years ended December 27, 2014, December 28, 2013 and December 29, 2012, the total stock-based compensation expense from restricted Common Stock recognized in the financial statements was $1.1 million, $0.3 million and $0.5 million, respectively. There were no stock-based compensation costs which were capitalized. | ||||||||||||||
The following table summarizes activities related to restricted stock awards for the year ended December 27, 2014: | ||||||||||||||
Number | Weighted | |||||||||||||
Average Grant | ||||||||||||||
Date Fair Value | ||||||||||||||
Nonvested balance at December 28, 2013 | 314,350 | $ | 5.82 | |||||||||||
Granted | 25,000 | 12.78 | ||||||||||||
Vested and released | (64,789 | ) | 4.8 | |||||||||||
Forfeited | (65,961 | ) | 4.09 | |||||||||||
Nonvested balance at December 27, 2014 | 208,600 | $ | 7.52 | |||||||||||
As of December 27, 2014 the total unrecognized costs related to non-vested restricted stock awards was $0.5 million, which is expected to be recognized over a weighted average period of 0.64 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 activities related to restricted stock units for the year ended December 27, 2014: | ||||||||||||||
Number | Weighted | |||||||||||||
Average Grant | ||||||||||||||
Date Fair Value | ||||||||||||||
Nonvested balance at December 28, 2013 | — | $ | — | |||||||||||
Granted | 146,748 | 13.21 | ||||||||||||
Vested and released | — | — | ||||||||||||
Forfeited | (1,819 | ) | 13.21 | |||||||||||
Nonvested balance at December 27, 2014 | 144,929 | $ | 13.21 | |||||||||||
As of December 27, 2014 the total unrecognized costs related to non-vested restricted stock units was $1.5 million, which is expected to be recognized over a weighted average period of 2.50 years. This expected compensation expense does not reflect any new awards, or modifications to existing awards, that could occur in the future. | ||||||||||||||
Stock Options | ||||||||||||||
Stock-based compensation expense from stock options recognized in the financial statements totaled $0.6 million, $0.6 million and $0.7 million for the years ended December 27, 2014, December 28, 2013 and December 29, 2012, respectively, which reduced income from operations accordingly. There were no stock-based compensation costs that were capitalized. | ||||||||||||||
The following table summarizes stock option activity during the year ended December 27, 2014: | ||||||||||||||
Options | Weighted | Aggregate | Weighted Average | |||||||||||
Outstanding | Average | Intrinsic Value | Remaining | |||||||||||
Exercise Price | (in-the-money | Contractual Life | ||||||||||||
options) | (in years) | |||||||||||||
Outstanding at December 28, 2013 | 934,300 | $ | 4.58 | |||||||||||
Granted | 46,652 | $ | 12.98 | |||||||||||
Exercised | (208,500 | ) | $ | 3.69 | ||||||||||
Forfeited or expired | (39,600 | ) | $ | 6.23 | ||||||||||
Outstanding at December 27, 2014 | 732,852 | $ | 5.27 | $ | 5,196,255 | 6.54 | ||||||||
As of December 27, 2014, the total unrecognized costs related to non-vested stock options granted were $0.9 million. We expect to recognize such costs in the financial statements over a weighted average period of 2.4 years. This expected compensation expense does not reflect any new awards, or modifications to existing awards, that could occur in the future. | ||||||||||||||
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on our closing stock price of $12.32 as of December 27, 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 intrinsic value related to vested stock options outstanding was $3.3 million as of December 27, 2014 based on the exercise price and our closing stock price of $12.32 as of December 27, 2014. | ||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at December 27, 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 - $3.44 | 242,700 | 4.3 | $ | 2.29 | 221,100 | $ | 2.19 | |||||||
$3.60 - $6.55 | 267,100 | 6.8 | $ | 5.32 | 116,200 | $ | 5.11 | |||||||
$7.21 - $12.78 | 201,400 | 8.5 | $ | 7.94 | 48,000 | $ | 7.35 | |||||||
$13.21 - $13.21 | 21,652 | 9.5 | $ | 13.21 | — | $ | — | |||||||
732,852 | 6.5 | $ | 5.27 | 385,300 | $ | 3.71 | ||||||||
The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the years ended: | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Expected dividend yield (%) | 0 | 0 | 0 | |||||||||||
Expected volatility (%) | 38-39 | 53-55 | 56-58 | |||||||||||
Risk-free interest rate (%) | 2.5- 2.7 | 1.9-2.9 | 1.7-3.5 | |||||||||||
Expected life (years) | 5.5-6.5 | 5.5-6.5 | 5.5-6.5 | |||||||||||
The weighted average grant-date fair value of options granted during the years ended December 27, 2014, December 28, 2013 and December 29, 2012 were $5.35, $3.90 and $3.57, respectively. | ||||||||||||||
The expected dividend yield was based on the fact that we have never issued a dividend and have no near term intent to do so. The volatility assumption was based on historical volatility during the time period that corresponds to the expected life of the option. The expected life (estimated period of time outstanding) of stock options granted was estimated based on historical exercise activity. The risk-free interest rate assumption was based on the interest rate of U.S. Treasuries on the date the option was granted. | ||||||||||||||
Prior to May 2008, all stock option grants had a five-year term. The fair value of these stock option grants is amortized to expense over the service period, generally five years for employees and one year for members of the Board. In May 2008, our Board approved a 10-year term for all future stock option grants, with service periods of five years for employees and one year for members of the Board. We issue new shares upon the exercise of stock options, as opposed to reissuing treasury shares. | ||||||||||||||
Preferred Stock | ||||||||||||||
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. | ||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Income Taxes: | |||||||||||
Income Taxes: | |||||||||||
10. Income Taxes | |||||||||||
The provision for income taxes consisted of the following for the years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current: | |||||||||||
Federal | $ | 3,217 | $ | 2,471 | $ | 3,728 | |||||
State | 408 | 262 | 380 | ||||||||
3,625 | 2,733 | 4,108 | |||||||||
Deferred: | |||||||||||
Federal | 2,124 | 547 | 108 | ||||||||
State | 19 | 80 | 16 | ||||||||
2,143 | 627 | 124 | |||||||||
Income tax expense | $ | 5,768 | $ | 3,360 | $ | 4,232 | |||||
The income tax effects of temporary differences between financial and income tax reporting that give rise to the deferred income tax asset and liability are as follows as of December 27, 2014 and December 28, 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Deferred Tax Asset | |||||||||||
Accounts receivable | $ | 40 | $ | 81 | |||||||
Inventories | 23 | 82 | |||||||||
Accrued liabilities | 465 | 341 | |||||||||
State credit carryover | 101 | — | |||||||||
Stock-based compensation | 598 | 252 | |||||||||
Deferred rent | 96 | 126 | |||||||||
Interest rate swap | 130 | 193 | |||||||||
1,453 | 1,075 | ||||||||||
Deferred Tax Liability | |||||||||||
Contingent consideration | (1,126 | ) | — | ||||||||
Depreciation and amortization | (5,968 | ) | (4,508 | ) | |||||||
(7,094 | ) | (4,508 | ) | ||||||||
Net deferred tax liability | $ | (5,641 | ) | $ | (3,433 | ) | |||||
Net deferred tax asset — current | 1,228 | 755 | |||||||||
Net deferred tax liability — noncurrent | (6,869 | ) | (4,188 | ) | |||||||
Net deferred tax liability | $ | (5,641 | ) | $ | (3,433 | ) | |||||
The following table provides a reconciliation between the amount determined by applying the statutory federal income tax rate to our income tax provision for fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Expected expense at statutory rate of 34% | $ | 5,552 | $ | 3,393 | $ | 3,971 | |||||
Change resulting from: | |||||||||||
State tax provision, net | 434 | 249 | 365 | ||||||||
Federal and state credits | (167 | ) | (92 | ) | (152 | ) | |||||
Domestic Production benefits | (322 | ) | (253 | ) | (334 | ) | |||||
Nondeductible expenses and other | 271 | 63 | 382 | ||||||||
Income tax expense | $ | 5,768 | $ | 3,360 | $ | 4,232 | |||||
Effective tax rate | 35.3 | % | 33.7 | % | 36.2 | % | |||||
Business_Segments_and_Signific
Business Segments and Significant Customers | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Business Segments and Significant Customers: | |||||||||||
Business Segments and Significant Customers: | |||||||||||
11.Business Segments and Significant Customers | |||||||||||
For the years ended December 27, 2014, December 28, 2013 and December 29, 2012, Costco was the only customer accounting for more than 10% of our total net revenue. Costco accounted for $75.3 million, or 26% of our total net revenue; $74.5 million, or 35% of our total net revenue; and $64.6 million, or 35% or our total net revenue; for fiscal years 2014, 2013 and 2012, respectively. | |||||||||||
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 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. | |||||||||||
The accounting policies of our reportable segments are the same as those described in “Note 1. Summary of Significant Accounting Policies.” 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 years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | |||||||||||
Frozen | Snack | Consolidated | |||||||||
Products | Products | ||||||||||
2014 | |||||||||||
Net revenues from external customers | $ | 179,518 | $ | 106,145 | $ | 285,663 | |||||
Depreciation and amortization included in segment gross profit | 2,103 | 2,533 | 4,636 | ||||||||
Segment gross profit | 32,329 | 20,792 | 53,121 | ||||||||
Goodwill | 17,300 | 5,986 | 23,286 | ||||||||
2013 | |||||||||||
Net revenues from external customers | $ | 117,124 | $ | 98,456 | $ | 215,580 | |||||
Depreciation and amortization included in segment gross profit | 1,265 | 2,172 | 3,437 | ||||||||
Segment gross profit | 22,745 | 16,141 | 38,886 | ||||||||
Goodwill | 17,078 | 5,986 | 23,064 | ||||||||
2012 | |||||||||||
Net revenues from external customers | $ | 90,823 | $ | 94,356 | $ | 185,179 | |||||
Depreciation and amortization included in segment gross profit | 932 | 1,997 | 2,929 | ||||||||
Segment gross profit | 17,505 | 19,387 | 36,892 | ||||||||
Goodwill | 5,630 | 5,986 | 11,616 | ||||||||
The following table reconciles our reportable segment gross profit to our consolidated income before income tax provision for the years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | |||||||||||
December 27, | December 28, | December 29, | |||||||||
2014 | 2013 | 2012 | |||||||||
Segment gross profit | $ | 53,121 | $ | 38,886 | $ | 36,892 | |||||
Unallocated amounts: | |||||||||||
Operating expenses | 34,188 | 28,036 | 25,548 | ||||||||
Gain on sale of DSD business | — | — | (1,101 | ) | |||||||
Interest expense, net | 2,604 | 872 | 764 | ||||||||
Income before income tax provision | $ | 16,329 | $ | 9,978 | $ | 11,681 | |||||
Legal_Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 27, 2014 | |
Legal Proceedings: | |
Legal Proceedings | |
12.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, which were dismissed by the court 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, with 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. On September 18, 2014, the court issued an order granting class certification solely for purposes of determining liability and denying certification for purposes of damages. The court requested further briefing on the question of whether it has jurisdiction to certify a class for purposes of granting injunctive relief. Following mediation, the basic terms of a proposed class settlement were reached. The parties signed a definitive agreement that was filed with the court for approval on December 1, 2014. The court’s ruling on a motion for preliminary approval is pending and will be followed by a subsequent final approval hearing. If approved by the court, a settlement class will be certified for injunctive relief only, requiring the Company to (i) remove the “all natural” designation on the labels of the challenged products and (ii) pay $5,000 to each of the two individual plaintiffs and up to $425,000 to plaintiffs’ counsel for fees and costs. The case would also be dismissed and the Company would pay no damages to class members, althought there would be no release by class members of any individual damage claims they might have related to the Lilly Matter. | |
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 the complaint on April 21, 2014, which was denied on June 9, 2014. The Company also demanded indemnity from EMS, Inc., the independent contractor that answered the consumer affairs calls, but EMS, Inc. has not agreed to indemnify the Company. On July 15, 2014, plaintiff filed a First Amended Complaint adding EMS, Inc. as a defendant. The Company answered the First Amended Complaint on August 1, 2014. On January 7, 2015, the federal action was dismissed with prejudice pursuant to the stipulation of the parties. | |
On February 26, 2015, the Company received a demand letter from counsel in California purporting to represent plaintiff, Maria Ghermezian and other California consumers. The letter alleges that the Company’s use of the words “all natural” to describe certain kettle cooked potato chips is misleading and deceptive to consumers and violates the California Consumer Legal Remedies Act. The demand letter seeks changes to the Company’s advertising of the products, a recall of the products, and restitution. Numerous “all natural” lawsuits have been brought against various food manufacturers and distributors in California over the past several years, including the Company. While we currently believe the “all natural” claims on certain of our potato chip packages are not misleading, we are investigating the claims asserted in the letter, and intend to vigorously defend against them. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 27, 2014 | |
Related Party Transactions | |
Related Party Transactions: | |
13.Related Party Transactions | |
We lease 840 acres of farming land in Whatcom County, Washington, of which 696 acres are leased from the Uptrails Group LLC, which is owned by three members of the Rader family. Our processing and storage facilities are located on the land leased from the Uptrails Group LLC. One of the three members, Brad Rader, is a current employee of ours and one of the other members, Sue Rader, was a former owner of Rader Farms. This operating lease commenced on the acquisition date and was extended in October 2012 through May 17, 2027. Lease payments are $43,500 per month through May 17, 2017 at which time they increase to $52,200 for the duration of the term of the lease. | |
Effective January 13, 2013, a member of our Board was named Chief Executive Officer of Bland Farms, Inc., the parent company of Vidalia Brands, Inc., with whom we have a broker agreement and a license to sell our Vidalia® brand snack products. | |
Accounts_Receivable_Allowance
Accounts Receivable Allowance | 12 Months Ended | |||||||||||
Dec. 27, 2014 | ||||||||||||
Accounts Receivable Allowance: | ||||||||||||
Accounts Receivable Allowance: | ||||||||||||
14.Accounts Receivable Allowance | ||||||||||||
Changes to the allowance for doubtful accounts during the fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012 are summarized below (in thousands): | ||||||||||||
Balance at | Charges | (Write-offs) | Balance at end | |||||||||
beginning of | (Reductions) to | Collections | of period | |||||||||
Period | Expense | |||||||||||
Fiscal 2014 | $ | 219 | 17 | (130 | ) | $ | 106 | |||||
Fiscal 2013 | $ | 222 | 11 | (14 | ) | $ | 219 | |||||
Fiscal 2012 | $ | 220 | 4 | (2 | ) | $ | 222 | |||||
Concentrations_of_Credit_Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 27, 2014 | |
Concentrations of Credit Risk: | |
Concentrations of Credit Risk: | |
15.Concentrations of Credit Risk | |
We maintain most of our cash with one financial institution. As of November 1, 2008, the Federal Deposit Insurance Corporation (“FDIC”) introduced the transaction guarantee program which guaranteed non-interest bearing accounts without limit. The FDIC program is temporary and only offered through participating financial institutions. Our primary financial institution participated in this program and, therefore, all cash balances held with this institution as of December 27, 2014 are insured. | |
Our primary concentration of credit risk is related to certain trade accounts receivable. In the normal course of business, we extend unsecured credit to our customers. We investigate a customer’s credit worthiness before extending credit. At December 27, 2014 and December 28, 2013, three customers accounted for 39% and 35% of accounts receivable, respectively. | |
Deferred_Compensation_Plans
Deferred Compensation Plans | 12 Months Ended |
Dec. 27, 2014 | |
Deferred Compensation Plans | |
Deferred Compensation Plans | |
16.Deferred Compensation Plans | |
We have contributory 401(k) plans covering substantially all of our employees. We may contribute amounts not in excess of the lesser of the maximum deductions allowable for income tax purposes or a specific percentage of our operating profits, as defined in the plan. We made contributions totaling $0.6 million, $0.5 million and $0.4 million during the years ended December 27, 2014, December 28, 2013 and December 29, 2012, respectively. | |
We also sponsor a trusteed, nonqualified savings plan for employees whose contributions to a tax qualified 401(k) plan would be limited by provisions of the Internal Revenue Code. The plan allows participants to defer receipt of a portion of their salary and incentive compensation. The plan was amended in 2009, and we no longer match any employee contributions to this plan. Participants earn a return on their deferred compensation based on investment earnings of participant-selected mutual funds. Deferred compensation, including accumulated earnings on the participant-directed investment selections, is distributable in cash at participant-specified dates or upon retirement, death, disability or termination of employment. At December 27, 2014 and December 28, 2013, the plan’s assets and our liability to participants of the deferred compensation plans was $0.7 million and $0.6 million, respectively, and is recorded in other assets and other liabilities in the Consolidated Balance Sheets. | |
Quarterly_Financial_Data_unaud
Quarterly Financial Data (unaudited) | 12 Months Ended | |||||||||||||
Dec. 27, 2014 | ||||||||||||||
Quarterly Financial Data (unaudited): | ||||||||||||||
Quarterly Financial Data (unaudited): | ||||||||||||||
17.Quarterly Financial Data (unaudited) | ||||||||||||||
The following table sets forth selected unaudited consolidated quarterly financial information for the years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | ||||||||||||||
Fiscal 2014 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | |||||||||||
Net revenues | $ | 67,509 | $ | 71,852 | $ | 72,556 | $ | 73,746 | ||||||
Gross profit | 11,563 | 13,456 | 12,926 | 15,176 | ||||||||||
Operating income | 3,165 | 4,432 | 5,356 | 5,980 | ||||||||||
Net income | $ | 1,597 | $ | 2,472 | $ | 3,084 | $ | 3,408 | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.08 | $ | 0.13 | $ | 0.16 | $ | 0.17 | ||||||
Diluted | $ | 0.08 | $ | 0.12 | $ | 0.15 | $ | 0.17 | ||||||
Weighted average number of common shares: | ||||||||||||||
Basic | 19,437 | 19,468 | 19,530 | 19,564 | ||||||||||
Diluted | 19,924 | 19,960 | 20,014 | 20,062 | ||||||||||
Fiscal 2013 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | |||||||||||
Net revenues | $ | 48,537 | $ | 53,667 | $ | 54,514 | $ | 58,852 | ||||||
Gross profit | 8,825 | 9,136 | 10,056 | 10,869 | ||||||||||
Operating income | 1,868 | 2,247 | 3,661 | 3,074 | ||||||||||
Net income | $ | 1,056 | $ | 1,407 | $ | 2,148 | $ | 2,007 | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.05 | $ | 0.07 | $ | 0.11 | $ | 0.10 | ||||||
Diluted | $ | 0.05 | $ | 0.07 | $ | 0.11 | $ | 0.10 | ||||||
Weighted average number of common shares: | ||||||||||||||
Basic | 19,206 | 19,307 | 19,473 | 19,454 | ||||||||||
Diluted | 19,694 | 19,702 | 19,843 | 19,916 | ||||||||||
Fiscal 2012 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | |||||||||||
Net revenues | $ | 47,020 | $ | 48,016 | $ | 46,601 | $ | 43,542 | ||||||
Gross profit | 9,345 | 9,204 | 9,471 | 8,872 | ||||||||||
Operating income | 2,844 | 2,825 | 2,936 | 2,739 | ||||||||||
Net income | $ | 1,722 | $ | 1,623 | $ | 1,740 | $ | 2,364 | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.09 | $ | 0.09 | $ | 0.09 | $ | 0.12 | ||||||
Diluted | $ | 0.09 | $ | 0.08 | $ | 0.09 | $ | 0.12 | ||||||
Weighted average number of common shares: | ||||||||||||||
Basic | 18,282 | 18,899 | 19,031 | 19,075 | ||||||||||
Diluted | 19,365 | 19,555 | 19,690 | 19,684 | ||||||||||
Operations_and_Summary_of_Sign1
Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||||||||||
Dec. 27, 2014 | ||||||||||||||||||||||
Operations and Summary of Significant Accounting Policies: | ||||||||||||||||||||||
Acquisitions and Dispositions | ||||||||||||||||||||||
Acquisitions and Dispositions | ||||||||||||||||||||||
We account for acquisitions using the acquisition method of accounting. The results of operations of our acquired businesses have been included in our consolidated results from their respective dates of acquisition. | ||||||||||||||||||||||
On September 29, 2014, we acquired the assets and intellectual property of a small boutique frozen desserts business, Sin In A Tin, for approximately $160,000 in cash. An additional amount of up to $0.5 million is payable to the seller in the form of an earn-out based on future net revenues from the Sin In A Tin products (see Note 2). | ||||||||||||||||||||||
On November 8, 2013, we completed our acquisition of Fresh Frozen Foods, LLC (“Fresh Frozen Foods”) for a cash purchase price of $38.4 million plus a working capital adjustment of $0.4 million. An additional amount of up to $3.0 million could have been payable to Fresh Frozen Foods as contingent consideration in the form of an earn-out based on 2014 performance (see Note 2). | ||||||||||||||||||||||
On May 28, 2013, we completed our acquisition of the berry processing business of Willamette Valley Fruit Company, LLC (“Willamette Valley Fruit Company”) for a cash purchase price of $9.3 million. An additional amount of up to $3.0 million may be payable to Willamette Valley Fruit Company as contingent consideration in the form of an earn-out if certain performance thresholds are met during the seven-year period following the closing of the transaction (see Note 2). | ||||||||||||||||||||||
On November 5, 2012, we sold our direct-store-delivery (“DSD”) business for $1.2 million in cash, which included a network of independently operated and owned service routes and limited fixed assets associated with the DSD business. We received an additional $0.3 million as a purchase price adjustment for inventory on-hand. We recognized a net gain of $1.1 million in continuing operations, as we will continue to indirectly sell our products through this network at a reduced cost and will no longer sell distributed products. Our sales of distributed products were $2.6 million in fiscal year 2012. Our DSD business was part of our indulgent specialty snack segment and included a limited number of snack food products purchased and sold through our DSD network in Arizona. | ||||||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||||
The consolidated financial statements include the accounts of Inventure Foods, Inc. and all of its wholly owned subsidiaries. All significant intercompany amounts and transactions have been eliminated. | ||||||||||||||||||||||
Our fiscal year ends on the last Saturday occurring in the month of December of each calendar year. Accordingly, the fiscal year end dates result in an additional week of results every five or six years. Fiscal year 2014 commenced December 29, 2013 and ended December 27, 2014, resulting in a 52-week fiscal year. Fiscal year 2013 commenced December 30, 2012 ended December 28, 2013, resulting in a 52-week fiscal year. Fiscal year 2012 commenced January 1, 2012 ended December 29, 2012, resulting in a 52-week fiscal year. | ||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. We routinely evaluate our estimates, including those related to accruals for customer programs and incentives, product returns, bad debts, income taxes, long-lived assets, inventories, stock-based compensation, interest rate swap valuations, accrued broker commissions and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. | ||||||||||||||||||||||
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 December 27, 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 assets and liabilities measured at fair value on a recurring basis (in thousands) at the respective dates set forth below: | ||||||||||||||||||||||
December 27, 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 | $ | — | $ | 697 | $ | — | $ | — | $ | 579 | $ | — | |||||||||
Interest rate swaps | Level 2 | (349 | ) | — | — | (526 | ) | — | — | |||||||||||||
Accrued liabilities | Level 3 | — | — | (246 | ) | — | — | — | ||||||||||||||
Other liabilities | Level 3 | — | — | (1,602 | ) | — | — | (5,053 | ) | |||||||||||||
$ | (349 | ) | $ | 697 | $ | (1,848 | ) | $ | (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. | ||||||||||||||||||||||
The Company’s 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 acquisitions of Sin In A Tin in September 2014, 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. To determine the fair value, we valued the contingent consideration liability based on the expected probability weighted earn-out payments corresponding to the performance thresholds agreed to under the applicable purchase agreements. The expected earn-out payments were then present valued by applying a discount rate that captures a market participants view of the risk associated with the expected earn-out payments. During the year ended December 27, 2014, we reduced the value of the contingent consideration related to the Fresh Frozen Foods acquisition to zero due to forecasted reduction in estimated achievement of targets, and we reduced the value of the contingent consideration related to the Willamette Valley Fruit Company acquisition by $0.3 million based on a reduction in our estimate of the total earn-out expected to be achieved. | ||||||||||||||||||||||
A summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 Liabilities) for the year ended December 27, 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 | ) | ||||||||||||||||||||
Fresh Frozen Foods earn-out revaluation | (2,653 | ) | ||||||||||||||||||||
Willamette Valley Fruit Company earn-out revaluation | (345 | ) | ||||||||||||||||||||
Earn-out from Sin In A Tin purchase accounting | 243 | |||||||||||||||||||||
Balance at December 27, 2014 | $ | 1,848 | ||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||||
We utilize interest rate swaps in the management of our variable interest rate exposure and do not enter into derivatives for trading purposes. All derivatives are measured at fair value. Our interest rate swaps are classified as cash flow hedges. | ||||||||||||||||||||||
Treasury Stock | ||||||||||||||||||||||
Treasury Stock | ||||||||||||||||||||||
We record repurchases of our common stock, $.01 par value (“Common Stock”), as treasury stock at cost. We also record the subsequent retirement of these treasury shares at cost. The excess of the cost of the shares retired over their par value is allocated between additional paid-in capital and retained earnings. The amount recorded as a reduction of paid-in capital is based on such excess. | ||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | ||||||||||||||||||||||
Accounts Receivable | ||||||||||||||||||||||
Accounts Receivable | ||||||||||||||||||||||
Accounts receivable consist primarily of receivables from customers and distributors for products purchased. Receivables are generally past due when they are unpaid greater than thirty days. We determine any required reserves by considering a number of factors, including the length of time the accounts receivable have been outstanding and our loss history. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. | ||||||||||||||||||||||
Inventories | ||||||||||||||||||||||
Inventories | ||||||||||||||||||||||
Inventories are stated at the lower of cost (first-in, first-out) or market. We identify slow moving or obsolete inventories and estimate appropriate write-down provisions related thereto. If actual market conditions are less favorable than those projected by management, additional inventory write downs may be required. In the ordinary course of business, we manage price and supply risk of commodities by entering into various short-term purchase arrangements with our vendors. | ||||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||||
Property and equipment are recorded at cost. Cost includes expenditures for major improvements and replacements. Maintenance and repairs are charged to operations when incurred. When assets are retired or otherwise disposed of, the related costs and accumulated depreciation are removed from the appropriate accounts, and the resulting gain or loss is recognized. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, ranging from two to thirty years. We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are included in property, plant and equipment and amortized on a straight-line basis when placed into service over three to ten years. | ||||||||||||||||||||||
We evaluate the recoverability of property and equipment not held for sale by comparing the carrying amount of the asset or group of assets against the estimated undiscounted future cash flows expected to result from the use of the asset or group of assets and their eventual disposition, in accordance with relevant authoritative guidance. If the undiscounted future cash flows are less than the carrying value of the asset or group of assets being evaluated, an impairment loss is recorded. The loss is measured as the difference between the fair value and carrying value of the asset or group of assets being evaluated. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less cost to sell. The estimated fair value would be based on the best information available under the circumstances, including prices for similar assets or the results of valuation techniques, including the present value of expected future cash flows using a discount rate commensurate with the risks involved. | ||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||
Goodwill and trademarks are reviewed for impairment annually or more frequently if impairment indicators arise. Goodwill, by reporting unit, is required to be tested for impairment between the annual tests if an event occurs or circumstances change that more-likely-than-not reduces the fair value of a reporting unit below its carrying value. We have concluded from our annual impairment testing performed in December that neither of our two reporting units was at risk of failing the impairment test in the near term, and we believe that there are no known risks for that conclusion to change at either of our reporting units. Intangible assets with indefinite lives are required to be tested for impairment between the annual tests if an event occurs or circumstances change indicating that the asset might be impaired. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives, which is the estimated period over which economic benefits are expected to be provided. | ||||||||||||||||||||||
Management believes that each of our trademarks has the continued ability to generate cash flows indefinitely. Therefore, each of our trademarks has been determined to have an indefinite life. Management’s determination that our trademarks have indefinite lives includes an evaluation of historical cash flows and projected cash flows for each of these trademarks. In addition, there are no legal, regulatory, contractual, economic or other factors to limit the useful life of these trademarks. Management intends to renew each of these trademarks, which can be accomplished at little cost. | ||||||||||||||||||||||
See Note 3 “Goodwill, Trademarks and Other Intangible Assets” for additional information. | ||||||||||||||||||||||
Self-Insurance Reserves | ||||||||||||||||||||||
Self-Insurance Reserves | ||||||||||||||||||||||
We are partially self-insured for the purposes of providing health care benefits to employees covered by our insurance plan. The plan covers all full-time employees of the Company on the first day of the month after each such employee’s hiring date for salaried employees, and the first day of the month following the ninetieth day of service for hourly employees. The plan covers the employees’ dependents, if elected by each such employee. We have contracted with an insurance carrier for stop loss coverage that commences when $100,000 in claims is paid annually for a covered participant. In addition, we have contracted for aggregate stop loss insurance, which provides coverage after the maximum amount paid by us exceeds approximately $1.5 million. Estimated unpaid claims included in accrued liabilities are $0.3 million at December 27, 2014 and December 28, 2013. These amounts represent management’s best estimate of amounts that have not been paid prior to the year-end dates. It is reasonably possible that the actual expense we will ultimately incur could differ from such estimates. | ||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||
In accordance with GAAP, we recognize operating revenues upon shipment of products to customers, provided title and risk of loss pass to our customers. In those instances where title and risk of loss does not pass until delivery, revenue recognition is deferred until delivery has occurred. In our snack products segment, revenue for products sold through our local distribution network prior to our sale of the DSD business in November 2012 was recognized when the product was received by the retailer. | ||||||||||||||||||||||
Provisions and allowances for sales returns, promotional allowances, coupon redemption and discounts are also recorded as a reduction of revenues in our consolidated financial statements. These allowances are estimated based on a percentage of sales returns using historical and current market information. We record certain reductions to revenue for promotional allowances. There are several types of promotional allowances, such as off-invoice allowances, rebates and shelf space allowances. An off-invoice allowance is a reduction of the sales price that is directly deducted from the invoice amount. We record the amount of the deduction as a reduction to revenue when the transaction occurs. We record certain allowances for coupon redemptions, scan-back promotions and other promotional activities as a reduction to revenue. Anytime we offer consideration (cash or credit) as a trade advertising or promotional allowance to a purchaser of products at any point along the distribution chain, the amount is accrued and recorded as a reduction in revenue. Costs associated with obtaining shelf space (i.e., “slotting fees”) are accounted for as a reduction of revenue in the period in which we incur such costs. The accrued liabilities for these allowances are monitored throughout the time period covered by the coupon or promotion. | ||||||||||||||||||||||
Selling and Administrative Expenses | ||||||||||||||||||||||
Selling and Administrative Expenses | ||||||||||||||||||||||
Selling and administrative expenses include salaries and wages, bonuses and incentives, stock-based compensation expenses, employee related expenses, facility-related expenses, marketing and advertising expenses, depreciation of property and equipment, professional fees, amortization of intangible assets, provisions for losses on accounts receivable and other operating expenses. | ||||||||||||||||||||||
We recorded $1.4 million, $0.9 million and $0.9 million in fiscal years 2014, 2013 and 2012, respectively, for advertising costs, which are included in selling, general and administrative expenses on the Consolidated Statements of Operations contained herein. These costs include various sponsorships, coupon administration and consumer advertising programs that we enter into throughout the year and are expensed as incurred. Our marketing programs also include selective event sponsorship designed to increase brand awareness and to provide opportunities to mass sample branded products. | ||||||||||||||||||||||
Also included in selling, general and administrative expense are costs and fees relating to the execution of in-store product demonstrations with club stores or grocery retailers, which were $1.7 million, $2.2 million and $1.9 million for the years ended December 27, 2014, December 28, 2013 and December 29, 2012, respectively. The cost of product used in the demonstrations, which is insignificant, and the fee we pay to the independent third-party providers who conduct the in-store demonstrations, are recorded as an expense when the event occurs. Product demonstrations are conducted by independent third-party providers designated by the various retailer or club chains. During the in-store demonstrations, the consumers in the stores receive small samples of our products. The consumers are not required to purchase our product in order to receive the sample. | ||||||||||||||||||||||
Shipping and Handling | ||||||||||||||||||||||
Shipping and Handling | ||||||||||||||||||||||
Shipping and handling costs are included in cost of revenues. We do not bill customers for freight. | ||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||||||||||||||||||||||
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in our effective tax rate on future earnings. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | ||||||||||||||||||||||
The Company uses a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement. The Company believes that its income tax filing positions and deductions would be sustained upon examination; thus, the Company has not recorded any uncertain tax positions as of December 27, 2014. | ||||||||||||||||||||||
It is our policy to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We do not have any accrued interest or penalties associated with unrecognized tax benefits for the years ended December 27, 2014 and December 28, 2013. | ||||||||||||||||||||||
We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The material jurisdictions that are subject to examination by tax authorities include the U.S. federal, Arizona, California and Indiana. Our U.S. federal income tax returns for years 2011 through 2013 remain open to examination by the Internal Revenue Service. Our state tax returns for years 2010 through 2013 remain open to examination by the state jurisdictions. | ||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
Compensation expense for restricted stock and stock option awards is adjusted for estimated attainment thresholds and forfeitures and is recognized on a straight-line basis over the requisite period of the award, which is currently one to five years for restricted stock and one to five years for stock options. We estimate future forfeiture rates based on our historical experience. | ||||||||||||||||||||||
Compensation costs related to all stock-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 stock-based payment arrangements are classified as cash inflows from financing activities and cash outflows from operating activities. See Note 9 “Stockholders’ Equity” for additional information. | ||||||||||||||||||||||
Earnings Per Common Share | ||||||||||||||||||||||
Earnings Per Common Share | ||||||||||||||||||||||
Basic earnings per common share is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share is calculated by including all dilutive common shares such as stock options and restricted stock. For the years ended December 27, 2014, December 28, 2013 and December 29, 2012 options to purchase 26,306, 291,571 and 281,017 shares of our common stock, respectively, were excluded from the calculation of diluted earnings per share because their effects were antidilutive. These exclusions were made because the options’ exercise prices were greater than the average market price of our Common Stock for those periods. 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 years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands, except per share data): | ||||||||||||||||||||||
December 27, | December 28, | December 29, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||
Basic Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 10,561 | $ | 6,618 | $ | 7,449 | ||||||||||||||||
Weighted average number of common shares | 19,500 | 19,360 | 18,821 | |||||||||||||||||||
Earnings per common share | $ | 0.54 | $ | 0.34 | $ | 0.40 | ||||||||||||||||
Diluted Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 10,561 | $ | 6,618 | $ | 7,449 | ||||||||||||||||
Weighted average number of common shares | 19,500 | 19,360 | 18,821 | |||||||||||||||||||
Incremental shares from assumed conversions of stock options and non-vested shares of restricted stock | 490 | 429 | 753 | |||||||||||||||||||
Adjusted weighted average number of common shares | 19,990 | 19,789 | 19,574 | |||||||||||||||||||
Earnings per common share | $ | 0.53 | $ | 0.33 | $ | 0.38 | ||||||||||||||||
Subsequent Events | ||||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||||
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. We recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing the financial statements. Our financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are filed. | ||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||
Changes to U.S. GAAP 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 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. | ||||||||||||||||||||||
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective at the beginning of our 2017 fiscal year and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the impact, if any, of adopting this new accounting standard on our financial statements. | ||||||||||||||||||||||
In June 2014, the FASB issued new guidance related to stock compensation. The new standard requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. We are evaluating the impact, if any, of adopting this new accounting guidance on our financial statements. | ||||||||||||||||||||||
Operations_and_Summary_of_Sign2
Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 27, 2014 | ||||||||||||||||||||||
Operations and Summary of Significant Accounting Policies: | ||||||||||||||||||||||
Summary of the valuation assets and liabilities measured at fair value on a recurring basis | The following table summarizes the valuation of our assets and liabilities measured at fair value on a recurring basis (in thousands) at the respective dates set forth below: | |||||||||||||||||||||
December 27, 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 | $ | — | $ | 697 | $ | — | $ | — | $ | 579 | $ | — | |||||||||
Interest rate swaps | Level 2 | (349 | ) | — | — | (526 | ) | — | — | |||||||||||||
Accrued liabilities | Level 3 | — | — | (246 | ) | — | — | — | ||||||||||||||
Other liabilities | Level 3 | — | — | (1,602 | ) | — | — | (5,053 | ) | |||||||||||||
$ | (349 | ) | $ | 697 | $ | (1,848 | ) | $ | (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 year ended December 27, 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 | ) | ||||||||||||||||||||
Fresh Frozen Foods earn-out revaluation | (2,653 | ) | ||||||||||||||||||||
Willamette Valley Fruit Company earn-out revaluation | (345 | ) | ||||||||||||||||||||
Earn-out from Sin In A Tin purchase accounting | 243 | |||||||||||||||||||||
Balance at December 27, 2014 | $ | 1,848 | ||||||||||||||||||||
Schedule of earnings per common share | ||||||||||||||||||||||
Earnings per common share was computed as follows for the years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands, except per share data): | ||||||||||||||||||||||
December 27, | December 28, | December 29, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||
Basic Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 10,561 | $ | 6,618 | $ | 7,449 | ||||||||||||||||
Weighted average number of common shares | 19,500 | 19,360 | 18,821 | |||||||||||||||||||
Earnings per common share | $ | 0.54 | $ | 0.34 | $ | 0.40 | ||||||||||||||||
Diluted Earnings Per Share: | ||||||||||||||||||||||
Net income | $ | 10,561 | $ | 6,618 | $ | 7,449 | ||||||||||||||||
Weighted average number of common shares | 19,500 | 19,360 | 18,821 | |||||||||||||||||||
Incremental shares from assumed conversions of stock options and non-vested shares of restricted stock | 490 | 429 | 753 | |||||||||||||||||||
Adjusted weighted average number of common shares | 19,990 | 19,789 | 19,574 | |||||||||||||||||||
Earnings per common share | $ | 0.53 | $ | 0.33 | $ | 0.38 | ||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||
Dec. 27, 2014 | ||||||||||
Acquisition | ||||||||||
Schedule of unaudited pro forma consolidated results of operations | 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 the earliest period presented. | |||||||||
Year ended | ||||||||||
December 27, | December 28, | |||||||||
2014 | 2013 | |||||||||
Net revenues | As reported | $ | 285,663 | $ | 215,580 | |||||
pro forma | $ | 285,663 | $ | 271,597 | ||||||
Net income | As reported | $ | 10,561 | $ | 6,618 | |||||
pro forma | $ | 10,561 | $ | 8,571 | ||||||
Diluted earnings per share | As reported | $ | 0.53 | $ | 0.33 | |||||
pro forma | $ | 0.53 | $ | 0.43 | ||||||
Fresh Frozen Foods | ||||||||||
Acquisition | ||||||||||
Summary of the purchase price and the estimated fair value of the assets acquired and liabilities assumed and certain supplemental cash flow information | ||||||||||
The following table summarizes the purchase price and estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): | ||||||||||
Purchase price paid as: | ||||||||||
Cash | $ | 38,375 | ||||||||
Net working capital adjustment | 401 | |||||||||
Contingent consideration | 2,653 | |||||||||
Total purchase price | 41,429 | |||||||||
Fair value of net assets acquired: | ||||||||||
Current assets | $ | 10,774 | ||||||||
Property and equipment | 8,424 | |||||||||
Deferred tax assets | 235 | |||||||||
Identifiable intangible assets: | ||||||||||
Trade name | 9,475 | |||||||||
Customer relationships | 10,487 | |||||||||
Current liabilities | (6,252 | ) | ||||||||
Long-term capital lease obligation | (15 | ) | ||||||||
Total fair value of net assets acquired | 33,128 | |||||||||
Excess purchase price over fair value of net assets acquired (goodwill) | $ | 8,301 | ||||||||
Willamette Valley Fruit Company | ||||||||||
Acquisition | ||||||||||
Summary of the purchase price and the estimated fair value of the assets acquired and liabilities assumed and certain supplemental cash flow information | ||||||||||
The following table summarizes the purchase price and the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition and provides certain supplemental cash flow information (in thousands): | ||||||||||
Purchase price paid as: | ||||||||||
Cash and borrowings on revolving line of credit | $ | 8,472 | ||||||||
Holdback consideration | 800 | |||||||||
Contingent consideration | 2,400 | |||||||||
Total purchase price | 11,672 | |||||||||
Fair value of net assets acquired: | ||||||||||
Inventory | $ | 1,272 | ||||||||
Property and equipment | 3,335 | |||||||||
Identifiable intangible assets | 3,940 | |||||||||
Current liabilities | (22 | ) | ||||||||
Total fair value of net assets acquired | 8,525 | |||||||||
Excess purchase price over fair value of net assets acquired (goodwill) | $ | 3,147 | ||||||||
Goodwill_Trademarks_and_Other_1
Goodwill, Trademarks and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||
Dec. 27, 2014 | ||||||||||
Goodwill, Trademarks, and Other Intangible Assets: | ||||||||||
Schedule of goodwill, trademarks and other intangibles, net | ||||||||||
Goodwill, trademarks and other intangibles, net, consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | ||||||||||
Estimated | December 27, | 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 | ||||||||
Sin In A Tin | 222 | — | ||||||||
Total goodwill | $ | 23,286 | $ | 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 | ||||||||
Sin In A Tin | 123 | — | ||||||||
Other intangibles: | ||||||||||
Rader Farms - Customer relationship, gross carrying amount | 10 years | 100 | 100 | |||||||
Rader Farms - Customer relationship, accum. amortization | (76 | ) | (66 | ) | ||||||
Willamette Valley Fruit Company - Customer relationship, gross carrying amount | 10 years | 3,200 | 3,200 | |||||||
Willamette Valley Fruit Company - Customer relationship, accum. amortization | (480 | ) | (160 | ) | ||||||
Fresh Frozen Foods - Customer relationship, gross carrying amount | 12 years | 10,487 | 10,487 | |||||||
Fresh Frozen Foods - Customer relationship, accum. amortization | (992 | ) | (118 | ) | ||||||
Total trademarks and other intangibles, net | $ | 24,543 | $ | 25,624 | ||||||
Schedule of expected amortization expense on intangible assets | As of December 27, 2014, we expect amortization expense on these intangible assets over the next five years to be as follows (in thousands): | |||||||||
Years Ending, | Amortization | |||||||||
Expense | ||||||||||
2015 | $ | 1,204 | ||||||||
2016 | 1,204 | |||||||||
2017 | 1,198 | |||||||||
2018 | 1,194 | |||||||||
2019 | 1,194 | |||||||||
Thereafter | 6,245 | |||||||||
Total | $ | 12,239 | ||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 27, 2014 | ||||||||
Accrued Liabilities: | ||||||||
Schedule of accrued liabilities | ||||||||
Accrued liabilities consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | ||||||||
December 27, | December 28, | |||||||
2014 | 2013 | |||||||
Accrued payroll and payroll taxes | $ | 2,365 | $ | 1,070 | ||||
Accrued royalties and commissions | 1,048 | 1,078 | ||||||
Accrued advertising and promotion | 351 | 1,610 | ||||||
Accrued berry purchase payments | 4,127 | 2,971 | ||||||
Accrued other | 5,087 | 3,392 | ||||||
$ | 12,978 | $ | 10,121 | |||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 27, 2014 | ||||||||
Inventories: | ||||||||
Schedule of inventories | ||||||||
Inventories consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | ||||||||
December 27, | December 28, | |||||||
2014 | 2013 | |||||||
Finished goods | $ | 28,651 | $ | 18,392 | ||||
Raw materials | 36,565 | 24,694 | ||||||
$ | 65,216 | $ | 43,086 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 27, 2014 | ||||||||||
Property and Equipment: | ||||||||||
Schedule of property and equipment | ||||||||||
Property and equipment consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | ||||||||||
Useful Lives | December 27, | December 28, | ||||||||
2014 | 2013 | |||||||||
Buildings and improvements | 20 – 30 years | $ | 20,262 | $ | 20,869 | |||||
Equipment | 7 – 15 years | 67,146 | 55,838 | |||||||
Land | — | 777 | 777 | |||||||
Vehicles | 4 – 5 years | 383 | 383 | |||||||
Furniture and office equipment | 2 – 10 years | 6,811 | 6,153 | |||||||
95,379 | 84,020 | |||||||||
Less accumulated depreciation and amortization | (40,179 | ) | (33,880 | ) | ||||||
$ | 55,200 | $ | 50,140 | |||||||
LongTerm_Debt_and_Line_of_Cred1
Long-Term Debt and Line of Credit (Tables) | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Long-Term Debt and Line of Credit: | |||||||||||
Schedule of long-term debt | |||||||||||
Long-term debt consisted of the following as of December 27, 2014 and December 28, 2013 (in thousands): | |||||||||||
December 27, | December 28, | ||||||||||
2014 | 2013 | ||||||||||
Senior secured term loan due quarterly through November 2018 | $ | 54,900 | $ | 60,000 | |||||||
Equipment term loan B due monthly through September 2020 | 1,278 | 1,481 | |||||||||
Equipment term loan, Rader Farms, due monthly through August 2019 | 2,428 | — | |||||||||
Equipment term loan, Willamette Valley, due monthly through August 2019 | 1,802 | — | |||||||||
Bluffton, IN mortgage loan due monthly through December 2016 | 1,825 | 1,916 | |||||||||
Lynden, WA real estate term loan due monthly through July 2017 | 2,565 | 2,805 | |||||||||
Capital lease obligations, primarily due September 2017 | 1,461 | 1,773 | |||||||||
66,259 | 67,975 | ||||||||||
Less: current portion of long-term debt | (7,041 | ) | (6,110 | ) | |||||||
Long-term debt, less current portion | $ | 59,218 | $ | 61,865 | |||||||
Schedule of annual maturities of long-term debt | |||||||||||
Annual maturities of long-term debt as of December 27, 2014 are as follows (in thousands): | |||||||||||
Year | Capital Lease | Debt | |||||||||
Obligations | |||||||||||
2015 | $ | 562 | $ | 6,532 | |||||||
2016 | 542 | 9,109 | |||||||||
2017 | 448 | 9,163 | |||||||||
2018 | — | 38,961 | |||||||||
2019 | — | 870 | |||||||||
Thereafter | — | 163 | |||||||||
Subtotal | 1,552 | 64,798 | |||||||||
Less: Amount representing interest | (91 | ) | — | ||||||||
Total | $ | 1,461 | $ | 64,798 | |||||||
Schedule of net interest expense | |||||||||||
Net interest expense consisted of the following for the fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | |||||||||||
December 27, | December 28, | December 29, | |||||||||
2014 | 2013 | 2012 | |||||||||
Interest expense | $ | (2,604 | ) | $ | (872 | ) | $ | (764 | ) | ||
Interest income | — | — | — | ||||||||
Interest expense, net | $ | (2,604 | ) | $ | (872 | ) | $ | (764 | ) | ||
Commitments_and_Contingencies_
Commitments and Contingencies: (Tables) | 12 Months Ended | ||||
Dec. 27, 2014 | |||||
Commitments and Contingencies: | |||||
Schedule of minimum rental commitments under non-cancelable leases | As of December 27, 2014, minimum rental commitments under non-cancellable operating leases were (in thousands): | ||||
Year | Operating Lease | ||||
Obligations | |||||
2015 | $ | 1,979 | |||
2016 | 1,865 | ||||
2017 | 1,545 | ||||
2018 | 1,008 | ||||
2019 | 952 | ||||
Thereafter | 5,764 | ||||
Total | $ | 13,113 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 27, 2014 | ||||||||||||||
Stockholders' Equity: | ||||||||||||||
Summary of restricted stock award activity | ||||||||||||||
Number | Weighted | |||||||||||||
Average Grant | ||||||||||||||
Date Fair Value | ||||||||||||||
Nonvested balance at December 28, 2013 | 314,350 | $ | 5.82 | |||||||||||
Granted | 25,000 | 12.78 | ||||||||||||
Vested and released | (64,789 | ) | 4.8 | |||||||||||
Forfeited | (65,961 | ) | 4.09 | |||||||||||
Nonvested balance at December 27, 2014 | 208,600 | $ | 7.52 | |||||||||||
Summary of restricted stock units activity | ||||||||||||||
Number | Weighted | |||||||||||||
Average Grant | ||||||||||||||
Date Fair Value | ||||||||||||||
Nonvested balance at December 28, 2013 | — | $ | — | |||||||||||
Granted | 146,748 | 13.21 | ||||||||||||
Vested and released | — | — | ||||||||||||
Forfeited | (1,819 | ) | 13.21 | |||||||||||
Nonvested balance at December 27, 2014 | 144,929 | $ | 13.21 | |||||||||||
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) | |||||||||||||
Outstanding at December 28, 2013 | 934,300 | $ | 4.58 | |||||||||||
Granted | 46,652 | $ | 12.98 | |||||||||||
Exercised | (208,500 | ) | $ | 3.69 | ||||||||||
Forfeited or expired | (39,600 | ) | $ | 6.23 | ||||||||||
Outstanding at December 27, 2014 | 732,852 | $ | 5.27 | $ | 5,196,255 | 6.54 | ||||||||
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 - $3.44 | 242,700 | 4.3 | $ | 2.29 | 221,100 | $ | 2.19 | |||||||
$3.60 - $6.55 | 267,100 | 6.8 | $ | 5.32 | 116,200 | $ | 5.11 | |||||||
$7.21 - $12.78 | 201,400 | 8.5 | $ | 7.94 | 48,000 | $ | 7.35 | |||||||
$13.21 - $13.21 | 21,652 | 9.5 | $ | 13.21 | — | $ | — | |||||||
732,852 | 6.5 | $ | 5.27 | 385,300 | $ | 3.71 | ||||||||
Schedule of weighted-average assumptions used to estimate fair value of each stock option grant | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Expected dividend yield (%) | 0 | 0 | 0 | |||||||||||
Expected volatility (%) | 38-39 | 53-55 | 56-58 | |||||||||||
Risk-free interest rate (%) | 2.5- 2.7 | 1.9-2.9 | 1.7-3.5 | |||||||||||
Expected life (years) | 5.5-6.5 | 5.5-6.5 | 5.5-6.5 | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Income Taxes: | |||||||||||
Schedule of the provision for income taxes | |||||||||||
The provision for income taxes consisted of the following for the years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current: | |||||||||||
Federal | $ | 3,217 | $ | 2,471 | $ | 3,728 | |||||
State | 408 | 262 | 380 | ||||||||
3,625 | 2,733 | 4,108 | |||||||||
Deferred: | |||||||||||
Federal | 2,124 | 547 | 108 | ||||||||
State | 19 | 80 | 16 | ||||||||
2,143 | 627 | 124 | |||||||||
Income tax expense | $ | 5,768 | $ | 3,360 | $ | 4,232 | |||||
Schedule of income tax effects of temporary differences between financial and income tax reporting that give rise to the deferred income tax asset and liability | |||||||||||
The income tax effects of temporary differences between financial and income tax reporting that give rise to the deferred income tax asset and liability are as follows as of December 27, 2014 and December 28, 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Deferred Tax Asset | |||||||||||
Accounts receivable | $ | 40 | $ | 81 | |||||||
Inventories | 23 | 82 | |||||||||
Accrued liabilities | 465 | 341 | |||||||||
State credit carryover | 101 | — | |||||||||
Stock-based compensation | 598 | 252 | |||||||||
Deferred rent | 96 | 126 | |||||||||
Interest rate swap | 130 | 193 | |||||||||
1,453 | 1,075 | ||||||||||
Deferred Tax Liability | |||||||||||
Contingent consideration | (1,126 | ) | — | ||||||||
Depreciation and amortization | (5,968 | ) | (4,508 | ) | |||||||
(7,094 | ) | (4,508 | ) | ||||||||
Net deferred tax liability | $ | (5,641 | ) | $ | (3,433 | ) | |||||
Net deferred tax asset — current | 1,228 | 755 | |||||||||
Net deferred tax liability — noncurrent | (6,869 | ) | (4,188 | ) | |||||||
Net deferred tax liability | $ | (5,641 | ) | $ | (3,433 | ) | |||||
Schedule of reconciliation between the amount determined by applying the statutory federal income tax rate to the income tax provision | |||||||||||
The following table provides a reconciliation between the amount determined by applying the statutory federal income tax rate to our income tax provision for fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Expected expense at statutory rate of 34% | $ | 5,552 | $ | 3,393 | $ | 3,971 | |||||
Change resulting from: | |||||||||||
State tax provision, net | 434 | 249 | 365 | ||||||||
Federal and state credits | (167 | ) | (92 | ) | (152 | ) | |||||
Domestic Production benefits | (322 | ) | (253 | ) | (334 | ) | |||||
Nondeductible expenses and other | 271 | 63 | 382 | ||||||||
Income tax expense | $ | 5,768 | $ | 3,360 | $ | 4,232 | |||||
Effective tax rate | 35.3 | % | 33.7 | % | 36.2 | % | |||||
Business_Segments_and_Signific1
Business Segments and Significant Customers (Tables) | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Business Segments and Significant Customers: | |||||||||||
Schedule of information by reportable segments | The following tables present information about our reportable segments for the years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | ||||||||||
Frozen | Snack | Consolidated | |||||||||
Products | Products | ||||||||||
2014 | |||||||||||
Net revenues from external customers | $ | 179,518 | $ | 106,145 | $ | 285,663 | |||||
Depreciation and amortization included in segment gross profit | 2,103 | 2,533 | 4,636 | ||||||||
Segment gross profit | 32,329 | 20,792 | 53,121 | ||||||||
Goodwill | 17,300 | 5,986 | 23,286 | ||||||||
2013 | |||||||||||
Net revenues from external customers | $ | 117,124 | $ | 98,456 | $ | 215,580 | |||||
Depreciation and amortization included in segment gross profit | 1,265 | 2,172 | 3,437 | ||||||||
Segment gross profit | 22,745 | 16,141 | 38,886 | ||||||||
Goodwill | 17,078 | 5,986 | 23,064 | ||||||||
2012 | |||||||||||
Net revenues from external customers | $ | 90,823 | $ | 94,356 | $ | 185,179 | |||||
Depreciation and amortization included in segment gross profit | 932 | 1,997 | 2,929 | ||||||||
Segment gross profit | 17,505 | 19,387 | 36,892 | ||||||||
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 our reportable segment gross profit to our consolidated income before income tax provision for the years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | ||||||||||
December 27, | December 28, | December 29, | |||||||||
2014 | 2013 | 2012 | |||||||||
Segment gross profit | $ | 53,121 | $ | 38,886 | $ | 36,892 | |||||
Unallocated amounts: | |||||||||||
Operating expenses | 34,188 | 28,036 | 25,548 | ||||||||
Gain on sale of DSD business | — | — | (1,101 | ) | |||||||
Interest expense, net | 2,604 | 872 | 764 | ||||||||
Income before income tax provision | $ | 16,329 | $ | 9,978 | $ | 11,681 | |||||
Accounts_Receivable_Allowance_
Accounts Receivable Allowance (Tables) | 12 Months Ended | |||||||||||
Dec. 27, 2014 | ||||||||||||
Accounts Receivable Allowance: | ||||||||||||
Summary of changes to the allowance for doubtful accounts | ||||||||||||
Changes to the allowance for doubtful accounts during the fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012 are summarized below (in thousands): | ||||||||||||
Balance at | Charges | (Write-offs) | Balance at end | |||||||||
beginning of | (Reductions) to | Collections | of period | |||||||||
Period | Expense | |||||||||||
Fiscal 2014 | $ | 219 | 17 | (130 | ) | $ | 106 | |||||
Fiscal 2013 | $ | 222 | 11 | (14 | ) | $ | 219 | |||||
Fiscal 2012 | $ | 220 | 4 | (2 | ) | $ | 222 | |||||
Quarterly_Financial_Data_unaud1
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 27, 2014 | ||||||||||||||
Quarterly Financial Data (unaudited): | ||||||||||||||
Schedule of quarterly financial data | ||||||||||||||
The following table sets forth selected unaudited consolidated quarterly financial information for the years ended December 27, 2014, December 28, 2013 and December 29, 2012 (in thousands): | ||||||||||||||
Fiscal 2014 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | |||||||||||
Net revenues | $ | 67,509 | $ | 71,852 | $ | 72,556 | $ | 73,746 | ||||||
Gross profit | 11,563 | 13,456 | 12,926 | 15,176 | ||||||||||
Operating income | 3,165 | 4,432 | 5,356 | 5,980 | ||||||||||
Net income | $ | 1,597 | $ | 2,472 | $ | 3,084 | $ | 3,408 | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.08 | $ | 0.13 | $ | 0.16 | $ | 0.17 | ||||||
Diluted | $ | 0.08 | $ | 0.12 | $ | 0.15 | $ | 0.17 | ||||||
Weighted average number of common shares: | ||||||||||||||
Basic | 19,437 | 19,468 | 19,530 | 19,564 | ||||||||||
Diluted | 19,924 | 19,960 | 20,014 | 20,062 | ||||||||||
Fiscal 2013 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | |||||||||||
Net revenues | $ | 48,537 | $ | 53,667 | $ | 54,514 | $ | 58,852 | ||||||
Gross profit | 8,825 | 9,136 | 10,056 | 10,869 | ||||||||||
Operating income | 1,868 | 2,247 | 3,661 | 3,074 | ||||||||||
Net income | $ | 1,056 | $ | 1,407 | $ | 2,148 | $ | 2,007 | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.05 | $ | 0.07 | $ | 0.11 | $ | 0.10 | ||||||
Diluted | $ | 0.05 | $ | 0.07 | $ | 0.11 | $ | 0.10 | ||||||
Weighted average number of common shares: | ||||||||||||||
Basic | 19,206 | 19,307 | 19,473 | 19,454 | ||||||||||
Diluted | 19,694 | 19,702 | 19,843 | 19,916 | ||||||||||
Fiscal 2012 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(13 weeks) | (13 weeks) | (13 weeks) | (13 weeks) | |||||||||||
Net revenues | $ | 47,020 | $ | 48,016 | $ | 46,601 | $ | 43,542 | ||||||
Gross profit | 9,345 | 9,204 | 9,471 | 8,872 | ||||||||||
Operating income | 2,844 | 2,825 | 2,936 | 2,739 | ||||||||||
Net income | $ | 1,722 | $ | 1,623 | $ | 1,740 | $ | 2,364 | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.09 | $ | 0.09 | $ | 0.09 | $ | 0.12 | ||||||
Diluted | $ | 0.09 | $ | 0.08 | $ | 0.09 | $ | 0.12 | ||||||
Weighted average number of common shares: | ||||||||||||||
Basic | 18,282 | 18,899 | 19,031 | 19,075 | ||||||||||
Diluted | 19,365 | 19,555 | 19,690 | 19,684 | ||||||||||
Operations_and_Summary_of_Sign3
Operations and Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Nov. 05, 2012 | Dec. 27, 2014 | Dec. 29, 2012 | Nov. 08, 2013 | 28-May-13 | Sep. 29, 2014 | |
item | ||||||
Operations and Summary of Significant Accounting Policies: | ||||||
Number of reporting units | 2 | |||||
Minimum annual net revenues | $285,000,000 | |||||
Number of product categories | 2 | |||||
Number of locations in which manufacturing facilities are operated | 8 | |||||
Acquisitions and Dispositions | ||||||
Proceeds from sale of DSD business excluding proceed from inventory on-hand | 1,200,000 | |||||
Proceeds from inventory on-hand as a purchase price adjustment | 300,000 | |||||
Gain on sale of DSD business | 1,100,000 | 1,101,000 | ||||
Sales of distributed products | 2,600,000 | |||||
Fresh Frozen Foods | ||||||
Acquisitions and Dispositions | ||||||
Cash purchase price | 38,375,000 | |||||
Working capital adjustment | 401,000 | |||||
Maximum additional purchase price consideration for meeting certain performance thresholds | 3,000,000 | |||||
Contingent consideration payable | 0 | 2,653,000 | ||||
Willamette Valley Fruit Company | ||||||
Acquisitions and Dispositions | ||||||
Cash purchase price | 9,300,000 | |||||
Maximum additional purchase price consideration for meeting certain performance thresholds | 3,000,000 | |||||
Contingent consideration payable | 1,600,000 | 2,400,000 | ||||
Willamette Valley Fruit Company | Maximum | ||||||
Acquisitions and Dispositions | ||||||
Period following the closing over which performance thresholds are to be met for additional purchase price consideration | 7 years | |||||
Sin In A Tin | ||||||
Acquisitions and Dispositions | ||||||
Cash purchase price | 160,000 | |||||
Maximum additional purchase price consideration for meeting certain performance thresholds | 500,000 | |||||
Contingent consideration payable | $200,000 |
Operations_and_Summary_of_Sign4
Operations and Summary of Significant Accounting Policies (Details 2) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Principles of Consolidation | |||
Length of fiscal year | 364 days | 364 days | 364 days |
Minimum | |||
Principles of Consolidation | |||
Number of years after which fiscal year end dates will result in an additional week | 5 years | ||
Maximum | |||
Principles of Consolidation | |||
Number of years after which fiscal year end dates will result in an additional week | 6 years |
Operations_and_Summary_of_Sign5
Operations and Summary of Significant Accounting Policies (Details 3) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
Liabilities: | ||
Interest rate swaps | ($349,000) | ($526,000) |
Earn-out contingent consideration obligation | -1,848,000 | -5,053,000 |
Assets: | ||
Non-qualified Deferred Compensation Plan Investments | 697,000 | 579,000 |
Fair Value, Inputs, Level 1 [Member] | Other Assets [Member] | ||
Assets: | ||
Non-qualified Deferred Compensation Plan Investments | 697,000 | 579,000 |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Liabilities: | ||
Interest rate swaps | -349,000 | -526,000 |
Fair Value, Inputs, Level 3 [Member] | Accrued Liabilities [Member] | ||
Liabilities: | ||
Earn-out contingent consideration obligation | -246,000 | |
Fair Value, Inputs, Level 3 [Member] | Other Liabilities [Member] | ||
Liabilities: | ||
Earn-out contingent consideration obligation | ($1,602,000) | ($5,053,000) |
Operations_and_Summary_of_Sign6
Operations and Summary of Significant Accounting Policies (Details 4) (USD $) | 12 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | 28-May-13 | Nov. 08, 2013 | Sep. 29, 2014 |
Treasury Stock | |||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | |||
Willamette Valley Fruit Company | |||||
Fair value of financial instruments | |||||
Contingent consideration | $1,600 | $2,400 | |||
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | |||||
Changes in fair value of earn-out contingent consideration obligation | 300 | ||||
Fresh Frozen Foods | |||||
Fair value of financial instruments | |||||
Contingent consideration | 0 | 2,653 | |||
Sin In A Tin | |||||
Fair value of financial instruments | |||||
Contingent consideration | 200 | ||||
Fair Value, Inputs, Level 3 [Member] | |||||
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | |||||
Balance at beginning of period | 5,053 | ||||
Balance at end of period | 1,848 | 5,053 | |||
Fair Value, Inputs, Level 3 [Member] | Willamette Valley Fruit Company | |||||
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | |||||
Earn-out compensation paid | -450 | ||||
Changes in fair value of earn-out contingent consideration obligation | -345 | ||||
Fair Value, Inputs, Level 3 [Member] | Fresh Frozen Foods | |||||
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | |||||
Changes in fair value of earn-out contingent consideration obligation | -2,653 | ||||
Fair Value, Inputs, Level 3 [Member] | Sin In A Tin | |||||
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | |||||
Earn-out compensation purchased | $243 |
Operations_and_Summary_of_Sign7
Operations and Summary of Significant Accounting Policies (Details 5) | 12 Months Ended |
Dec. 27, 2014 | |
item | |
Accounts Receivable | |
Period after which receivables will be past due, minimum | 30 days |
Intangible Assets | |
Number of reporting units | 2 |
Minimum | |
Property and equipment | |
Estimated useful lives of assets | 2 years |
Maximum | |
Property and equipment | |
Estimated useful lives of assets | 30 years |
Software Development [Member] | Minimum | |
Property and equipment | |
Estimated useful lives of assets | 3 years |
Software Development [Member] | Maximum | |
Property and equipment | |
Estimated useful lives of assets | 10 years |
Operations_and_Summary_of_Sign8
Operations and Summary of Significant Accounting Policies (Details 6) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Self-Insurance Reserves | |||
Annual claims threshold per covered participant for stop loss coverage | $100,000 | ||
Aggregate claims threshold for stop loss coverage | 1,500,000 | ||
Estimated unpaid claims included in accrued liabilities | 300,000 | 300,000 | |
Selling and Administrative Expenses | |||
Advertising costs included in selling, general and administration expenses | 1,400,000 | 900,000 | 900,000 |
Costs and fees relating to execution of in-store product demonstrations | $1,700,000 | $2,200,000 | $1,900,000 |
Stock Options | Minimum | |||
Stock Options and Stock-Based Compensation | |||
Requisite period of the award over which stock based compensation award expenses are recognized | 1 year | ||
Stock Options | Maximum | |||
Stock Options and Stock-Based Compensation | |||
Requisite period of the award over which stock based compensation award expenses are recognized | 5 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 | 5 years |
Operations_and_Summary_of_Sign9
Operations and Summary of Significant Accounting Policies (Details 7) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Earnings per common share | |||||||||||||||
Anti-dilutive options excluded from computation of diluted earnings per share (in shares) | 26,306,291 | 291,571 | 281,017 | ||||||||||||
Basic Earnings Per Share: | |||||||||||||||
Net income | $3,408 | $3,084 | $2,472 | $1,597 | $2,007 | $2,148 | $1,407 | $1,056 | $2,364 | $1,740 | $1,623 | $1,722 | $10,561 | $6,618 | $7,449 |
Weighted average number of common shares | 19,564,000 | 19,530,000 | 19,468,000 | 19,437,000 | 19,454,000 | 19,473,000 | 19,307,000 | 19,206,000 | 19,075,000 | 19,031,000 | 18,899,000 | 18,282,000 | 19,500,000 | 19,360,000 | 18,821,000 |
Earnings per common share (in dollars per share) | $0.17 | $0.16 | $0.13 | $0.08 | $0.10 | $0.11 | $0.07 | $0.05 | $0.12 | $0.09 | $0.09 | $0.09 | $0.54 | $0.34 | $0.40 |
Diluted Earnings Per Share: | |||||||||||||||
Net income | $10,561 | $6,618 | $7,449 | ||||||||||||
Weighted average number of common shares | 19,564,000 | 19,530,000 | 19,468,000 | 19,437,000 | 19,454,000 | 19,473,000 | 19,307,000 | 19,206,000 | 19,075,000 | 19,031,000 | 18,899,000 | 18,282,000 | 19,500,000 | 19,360,000 | 18,821,000 |
Incremental shares from assumed conversions of stock options and non-vested shares of restricted stock | 490,000 | 429,000 | 753,000 | ||||||||||||
Adjusted weighted average number of common shares | 20,062,000 | 20,014,000 | 19,960,000 | 19,924,000 | 19,916,000 | 19,843,000 | 19,702,000 | 19,694,000 | 19,684,000 | 19,690,000 | 19,555,000 | 19,365,000 | 19,990,000 | 19,789,000 | 19,574,000 |
Earnings per common share (in dollars per share) | $0.17 | $0.15 | $0.12 | $0.08 | $0.10 | $0.11 | $0.07 | $0.05 | $0.12 | $0.09 | $0.08 | $0.09 | $0.53 | $0.33 | $0.38 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | 7 Months Ended | 0 Months Ended | |||||||||||||
Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Nov. 08, 2013 | Dec. 28, 2013 | 28-May-13 | Dec. 28, 2013 | Sep. 29, 2014 | |
Acquisition | ||||||||||||||||||||
Net revenues | $73,746,000 | $72,556,000 | $71,852,000 | $67,509,000 | $58,852,000 | $54,514,000 | $53,667,000 | $48,537,000 | $43,542,000 | $46,601,000 | $48,016,000 | $47,020,000 | $285,663,000 | $215,580,000 | $185,179,000 | |||||
Purchase price paid as: | ||||||||||||||||||||
Cash and borrowings on revolving line of credit | 1,250,000 | 8,472,000 | ||||||||||||||||||
Fair value of net assets acquired: | ||||||||||||||||||||
Goodwill | 23,286,000 | 23,064,000 | 11,616,000 | 23,286,000 | 23,064,000 | 11,616,000 | 23,064,000 | 23,064,000 | ||||||||||||
Fresh Frozen Foods | ||||||||||||||||||||
Acquisition | ||||||||||||||||||||
Maximum additional purchase price consideration for meeting certain performance thresholds | 3,000,000 | |||||||||||||||||||
Acquisition costs included in selling, general and administrative expenses | 1,100,000 | |||||||||||||||||||
Net revenues | 8,900,000 | |||||||||||||||||||
Decrease in operating expenses as result of remeasurement of contingent liability | 2,700,000 | |||||||||||||||||||
Purchase price paid as: | ||||||||||||||||||||
Cash purchase price | 38,375,000 | |||||||||||||||||||
Net working capital adjustment | 401,000 | |||||||||||||||||||
Contingent consideration | 0 | 0 | 2,653,000 | |||||||||||||||||
Total purchase price | 41,429,000 | |||||||||||||||||||
Fair value of net assets acquired: | ||||||||||||||||||||
Current assets | 10,774,000 | |||||||||||||||||||
Property and equipment | 8,424,000 | |||||||||||||||||||
Deferred tax assets | 235,000 | |||||||||||||||||||
Identifiable intangible assets | 20,000,000 | |||||||||||||||||||
Current liabilities | -6,252,000 | |||||||||||||||||||
Long-term capital lease obligation | -15,000 | |||||||||||||||||||
Total fair value of net assets acquired | 33,128,000 | |||||||||||||||||||
Goodwill | 8,301,000 | |||||||||||||||||||
Estimated useful life | 12 years | |||||||||||||||||||
Fresh Frozen Foods | Customer Relationships [Member] | ||||||||||||||||||||
Fair value of net assets acquired: | ||||||||||||||||||||
Identifiable intangible assets | 10,487,000 | |||||||||||||||||||
Fresh Frozen Foods | Trade Names [Member] | ||||||||||||||||||||
Fair value of net assets acquired: | ||||||||||||||||||||
Identifiable intangible assets | 9,475,000 | |||||||||||||||||||
Willamette Valley Fruit Company | ||||||||||||||||||||
Acquisition | ||||||||||||||||||||
Maximum additional purchase price consideration for meeting certain performance thresholds | 3,000,000 | |||||||||||||||||||
Net revenues | 14,100,000 | |||||||||||||||||||
Decrease in operating expenses as result of remeasurement of contingent liability | 300,000 | |||||||||||||||||||
Payment of contingent consideration upon completion of certain thresholds achieved | 500,000 | |||||||||||||||||||
Payments made upon expiration of certain indemnifications | 800,000 | |||||||||||||||||||
Purchase price paid as: | ||||||||||||||||||||
Cash purchase price | 9,300,000 | |||||||||||||||||||
Cash and borrowings on revolving line of credit | 8,472,000 | |||||||||||||||||||
Holdback consideration | 800,000 | |||||||||||||||||||
Contingent consideration | 1,600,000 | 1,600,000 | 2,400,000 | |||||||||||||||||
Total purchase price | 11,672,000 | |||||||||||||||||||
Fair value of net assets acquired: | ||||||||||||||||||||
Inventory | 1,272,000 | |||||||||||||||||||
Property and equipment | 3,335,000 | |||||||||||||||||||
Identifiable intangible assets | 3,940,000 | |||||||||||||||||||
Current liabilities | -22,000 | |||||||||||||||||||
Total fair value of net assets acquired | 8,525,000 | |||||||||||||||||||
Goodwill | 3,147,000 | |||||||||||||||||||
Willamette Valley Fruit Company | Maximum | ||||||||||||||||||||
Acquisition | ||||||||||||||||||||
Period following the closing over which performance thresholds are to be met for additional purchase price consideration | 7 years | |||||||||||||||||||
Sin In A Tin | ||||||||||||||||||||
Acquisition | ||||||||||||||||||||
Maximum additional purchase price consideration for meeting certain performance thresholds | 500,000 | |||||||||||||||||||
Purchase price paid as: | ||||||||||||||||||||
Cash purchase price | 160,000 | |||||||||||||||||||
Contingent consideration | 200,000 | |||||||||||||||||||
Fair value of net assets acquired: | ||||||||||||||||||||
Identifiable intangible assets | 100,000 | |||||||||||||||||||
Identifiable tangible assets | 100,000 | |||||||||||||||||||
Goodwill | $200,000 |
Acquisitions_Details_2
Acquisitions (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | 7 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 |
Acquisition | ||||||||||||||||
Net revenues | $73,746 | $72,556 | $71,852 | $67,509 | $58,852 | $54,514 | $53,667 | $48,537 | $43,542 | $46,601 | $48,016 | $47,020 | $285,663 | $215,580 | $185,179 | |
Unaudited pro forma consolidated results of operations | ||||||||||||||||
Net income | 3,408 | 3,084 | 2,472 | 1,597 | 2,007 | 2,148 | 1,407 | 1,056 | 2,364 | 1,740 | 1,623 | 1,722 | 10,561 | 6,618 | 7,449 | |
Diluted earnings per share (in dollars per share) | $0.17 | $0.15 | $0.12 | $0.08 | $0.10 | $0.11 | $0.07 | $0.05 | $0.12 | $0.09 | $0.08 | $0.09 | $0.53 | $0.33 | $0.38 | |
Fresh Frozen Foods LLC and Willamette Valley Fruit Company [Member] | ||||||||||||||||
Acquisition | ||||||||||||||||
Net revenues | 285,663 | 215,580 | ||||||||||||||
Unaudited pro forma consolidated results of operations | ||||||||||||||||
Pro forma net revenues | 285,663 | 271,597 | ||||||||||||||
Net income | 10,561 | 6,618 | ||||||||||||||
Pro forma net income | 10,561 | 8,571 | ||||||||||||||
Diluted earnings per share (in dollars per share) | $0.53 | $0.33 | ||||||||||||||
Pro forma Diluted earnings per share (in dollars per share) | $0.53 | $0.43 | ||||||||||||||
Willamette Valley Fruit Company | ||||||||||||||||
Acquisition | ||||||||||||||||
Net revenues | $14,100 |
Goodwill_Trademarks_and_Other_2
Goodwill, Trademarks and Other Intangibles (Details) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Goodwill, trademarks and other intangible assets | |||
Goodwill | $23,286,000 | $23,064,000 | $11,616,000 |
Other intangibles: | |||
Total trademarks and other intangibles, net | 24,543,000 | 25,624,000 | |
Amortization expense related to intangibles | 1,204,000 | 288,000 | 23,000 |
Estimated amortization expense | |||
2015 | 1,204,000 | ||
2016 | 1,204,000 | ||
2017 | 1,198,000 | ||
2018 | 1,194,000 | ||
2019 | 1,194,000 | ||
Thereafter | 6,245,000 | ||
Total | 12,239,000 | ||
Asset impairment charges | 0 | ||
Inventure Foods [Member] | |||
Goodwill, trademarks and other intangible assets | |||
Goodwill | 5,986,000 | 5,986,000 | |
Trademarks | 896,000 | 896,000 | |
Rader Farms [Member] | |||
Goodwill, trademarks and other intangible assets | |||
Goodwill | 5,630,000 | 5,630,000 | |
Trademarks | 1,070,000 | 1,070,000 | |
Rader Farms [Member] | Customer Relationships [Member] | |||
Other intangibles: | |||
Estimated useful life | 10 years | ||
Intangible assets, gross | 100,000 | 100,000 | |
Accum. amortization | -76,000 | -66,000 | |
Willamette Valley Fruit Company | |||
Goodwill, trademarks and other intangible assets | |||
Goodwill | 3,147,000 | 3,147,000 | |
Trademarks | 740,000 | 740,000 | |
Willamette Valley Fruit Company | Customer Relationships [Member] | |||
Other intangibles: | |||
Estimated useful life | 10 years | ||
Intangible assets, gross | 3,200,000 | 3,200,000 | |
Accum. amortization | -480,000 | -160,000 | |
Fresh Frozen Foods | |||
Goodwill, trademarks and other intangible assets | |||
Goodwill | 8,301,000 | 8,301,000 | |
Trademarks | 9,475,000 | 9,475,000 | |
Fresh Frozen Foods | Customer Relationships [Member] | |||
Other intangibles: | |||
Estimated useful life | 12 years | ||
Intangible assets, gross | 10,487,000 | 10,487,000 | |
Accum. amortization | -992,000 | -118,000 | |
Sin In A Tin | |||
Goodwill, trademarks and other intangible assets | |||
Goodwill | 222,000 | ||
Trademarks | $123,000 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities: | ||
Accrued royalties and commissions | $1,048 | $1,078 |
Accrued payroll and payroll taxes | 2,365 | 1,070 |
Accrued advertising and promotion | 351 | 1,610 |
Accrued berry purchase payments | 4,127 | 2,971 |
Accrued other | 5,087 | 3,392 |
Total accrued liabilities | $12,978 | $10,121 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Inventories: | ||
Finished goods | $28,651 | $18,392 |
Raw materials | 36,565 | 24,694 |
Total inventories | $65,216 | $43,086 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Property and equipment | |||
Property and equipment, gross | $95,379,000 | $84,020,000 | |
Less accumulated depreciation and amortization | -40,179,000 | -33,880,000 | |
Property and equipment, net | 55,200,000 | 50,140,000 | |
Total cost of equipment and furniture and office equipment held under capital lease obligations | 3,000,000 | 3,000,000 | |
Depreciation expense, including amortization of property under capital leases | 6,683,000 | 5,445,000 | 4,678,000 |
Minimum | |||
Property and equipment | |||
Useful Lives | 2 years | ||
Maximum | |||
Property and equipment | |||
Useful Lives | 30 years | ||
Building and Building Improvements [Member] | |||
Property and equipment | |||
Property and equipment, gross | 20,262,000 | 20,869,000 | |
Building and Building Improvements [Member] | Minimum | |||
Property and equipment | |||
Useful Lives | 20 years | ||
Building and Building Improvements [Member] | Maximum | |||
Property and equipment | |||
Useful Lives | 30 years | ||
Equipment [Member] | |||
Property and equipment | |||
Property and equipment, gross | 67,146,000 | 55,838,000 | |
Equipment [Member] | Minimum | |||
Property and equipment | |||
Useful Lives | 7 years | ||
Equipment [Member] | Maximum | |||
Property and equipment | |||
Useful Lives | 15 years | ||
Land [Member] | |||
Property and equipment | |||
Property and equipment, gross | 777,000 | 777,000 | |
Vehicles [Member] | |||
Property and equipment | |||
Property and equipment, gross | 383,000 | 383,000 | |
Vehicles [Member] | Minimum | |||
Property and equipment | |||
Useful Lives | 4 years | ||
Vehicles [Member] | Maximum | |||
Property and equipment | |||
Useful Lives | 5 years | ||
Furniture and Office Equipment [Member] | |||
Property and equipment | |||
Property and equipment, gross | $6,811,000 | $6,153,000 | |
Furniture and Office Equipment [Member] | Minimum | |||
Property and equipment | |||
Useful Lives | 2 years | ||
Furniture and Office Equipment [Member] | Maximum | |||
Property and equipment | |||
Useful Lives | 10 years |
LongTerm_Debt_and_Line_of_Cred2
Long-Term Debt and Line of Credit (Details) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Long-term debt and line of credit | |||
Long-term debt | $66,259,000 | $67,975,000 | |
Less current portion of long-term debt | -7,041,000 | -6,110,000 | |
Long-term debt, less current portion | 59,218,000 | 61,865,000 | |
Basis points added to base rate (as a percent) | 1.65% | ||
Annual maturities of capital lease obligations | |||
2015 | 562,000 | ||
2016 | 542,000 | ||
2017 | 448,000 | ||
Subtotal | 1,552,000 | ||
Less: Amount representing interest | -91,000 | ||
Total | 1,461,000 | ||
Annual maturities of debt | |||
2015 | 6,532,000 | ||
2016 | 9,109,000 | ||
2017 | 9,163,000 | ||
2018 | 38,961,000 | ||
2019 | 870,000 | ||
Thereafter | 163,000 | ||
Total | 64,798,000 | ||
Outstanding credit facility | 18,802,000 | 3,223,000 | |
Net interest expense | |||
Interest expense | -2,604,000 | -872,000 | -764,000 |
Interest expense, net | -2,604,000 | -872,000 | -764,000 |
Interest Rate Cash Flow Hedges | |||
Fair value of interest rate swap | 349,000 | 526,000 | |
Bluffton, IN mortgage loan due monthly through December 2016 | |||
Long-term debt and line of credit | |||
Long-term debt | 1,825,000 | 1,916,000 | |
Variable rate basis | 30 day LIBOR | ||
Bluffton, IN mortgage loan due monthly through December 2016 | Cash Flow Hedging [Member] | |||
Interest Rate Cash Flow Hedges | |||
Fixed interest rate through swap agreement (as a percent) | 6.85% | ||
Notional value of interest rate swap | 1,800,000 | 1,900,000 | |
Fair value of interest rate swap | 155,000 | 240,000 | |
Equipment Term Loan B Due Monthly Through September 2020 [Member] | |||
Long-term debt and line of credit | |||
Long-term debt | 1,278,000 | 1,481,000 | |
Interest Rate Cash Flow Hedges | |||
Stated interest rate (as a percent) | 3.12% | ||
Equipment Term Loan For Rader Farms Facilities Due Monthly Through August 2019 Member | |||
Long-term debt and line of credit | |||
Long-term debt | 2,428,000 | ||
Equipment Term Loan For Willamette Valley Due Monthly Through August 2019 Member | |||
Long-term debt and line of credit | |||
Long-term debt | 1,802,000 | ||
Lynden, WA real estate term loan due monthly through July 2017 | |||
Long-term debt and line of credit | |||
Long-term debt | 2,565,000 | 2,805,000 | |
Variable rate basis | LIBOR | ||
Basis points added to base rate (as a percent) | 1.65% | ||
Lynden, WA real estate term loan due monthly through July 2017 | Cash Flow Hedging [Member] | |||
Interest Rate Cash Flow Hedges | |||
Fixed interest rate through swap agreement (as a percent) | 4.28% | ||
Notional value of interest rate swap | 2,600,000 | 2,800,000 | |
Fair value of interest rate swap | 194,000 | 286,000 | |
Capital lease obligations, primarily due September 2017 | |||
Long-term debt and line of credit | |||
Long-term debt | 1,461,000 | 1,773,000 | |
Revolving Credit Facility [Member] | |||
Long-term debt and line of credit | |||
Variable rate basis | Prime rate or LIBOR plus LIBOR Rate Margin | ||
Annual maturities of debt | |||
Maximum borrowing capacity | 30,000,000 | ||
Adjusted maximum borrowing capacity due to the permitted leverage ratio | 18,800,000 | ||
Outstanding credit facility | 11,200,000 | ||
Revolving Credit Facility [Member] | Fresh Frozen Foods | |||
Annual maturities of debt | |||
Maximum borrowing capacity | 30,000,000 | ||
Senior Secured Term Loan due Quarterly through November 2018 [Member] | |||
Long-term debt and line of credit | |||
Long-term debt | 54,900,000 | 60,000,000 | |
Senior Secured Term Loan due Quarterly through November 2018 [Member] | Fresh Frozen Foods | |||
Annual maturities of debt | |||
Maximum borrowing capacity | $60,000,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Dec. 01, 2014 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
item | ||||
Minimum rental commitments under non-cancellable operating leases | ||||
2014 | $1,979,000 | |||
2015 | 1,865,000 | |||
2016 | 1,545,000 | |||
2017 | 1,008,000 | |||
2018 | 952,000 | |||
Thereafter | 5,764,000 | |||
Total | 13,113,000 | |||
Maximum period for purchase commitments for certain ingredients, packaging materials and energy | 12 months | |||
Commitments | ||||
Rental expense under operating leases | $2,600,000 | $1,800,000 | $1,600,000 | |
Number of new plaintiffs under the legal proceedings | 2 | |||
License Agreement for Sheeting and Frying Process Technology [Member] | ||||
Commitments | ||||
Threshold percentage of sales decline due to availability of similar product, for release from royalty obligations | 10.00% | |||
License Agreement with Seattles Best Coffee LLC [Member] | ||||
Commitments | ||||
Extension period of license subject to meeting of certain sales targets | 5 years |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | |||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2005 | |
Additional disclosures | ||||
Preferred stock, shares authorized | 50,000 | |||
Preferred stock, par value (in dollars per share) | $100 | |||
Preferred stock, shares outstanding | 0 | |||
Equity Incentive 2005 Plan | ||||
Additional disclosures | ||||
Number of shares reserved for issuance | 418,314 | 410,518 | ||
Number of shares authorized | 2,710,518 | |||
Common stock available for any awards other than Incentive Stock Options (in shares) | 576,391 | |||
Restricted Stock | ||||
Number of Shares | ||||
Nonvested at the beginning of the period (in shares) | 314,350 | |||
Granted (in shares) | 25,000 | |||
Vested, including shares withheld to cover taxes (in shares) | -64,789 | |||
Forfeited (in shares) | -65,961 | |||
Nonvested at the end of the period (in shares) | 208,600 | 314,350 | ||
Weighted Average Grant Date Fair Value Per Share | ||||
Nonvested at the beginning of the period (in dollars per share) | $5.82 | |||
Granted (in dollars per share) | $12.78 | |||
Vested, including shares withheld to cover taxes (in dollars per share) | $4.80 | |||
Forfeited (in dollars per share) | $4.09 | |||
Nonvested at the end of the period (in dollars per share) | $7.52 | $5.82 | ||
Additional disclosures | ||||
Stock-based compensation expense | $1,100,000 | $300,000 | $500,000 | |
Unrecognized costs related to non-vested stock awards granted | 500,000 | |||
Weighted average period for recognition of unrecognized compensation costs | 7 months 21 days | |||
Restricted Stock | Minimum | ||||
Shareholders equity | ||||
Vesting period | 1 year | |||
Restricted Stock | Maximum | ||||
Shareholders equity | ||||
Vesting period | 5 years | |||
Restricted Stock | Officer | Maximum | ||||
Shareholders equity | ||||
Vesting period | 3 years | |||
Restricted Stock | Director | Minimum | ||||
Shareholders equity | ||||
Vesting period | 1 year | |||
Restricted Stock Units R S U [Member] | ||||
Number of Shares | ||||
Granted (in shares) | 146,748 | |||
Forfeited (in shares) | -1,819 | |||
Nonvested at the end of the period (in shares) | 144,929 | |||
Weighted Average Grant Date Fair Value Per Share | ||||
Granted (in dollars per share) | $13.21 | |||
Forfeited (in dollars per share) | $13.21 | |||
Nonvested at the end of the period (in dollars per share) | $13.21 | |||
Additional disclosures | ||||
Unrecognized costs related to non-vested stock awards granted | 1,500,000 | |||
Weighted average period for recognition of unrecognized compensation costs | 2 years 6 months | |||
Stock Options | ||||
Additional disclosures | ||||
Stock-based compensation expense | 600,000 | 600,000 | 700,000 | |
Stock-based compensation costs which were capitalized | 0 | |||
Unrecognized costs related to non-vested stock options awards granted | 900,000 | |||
Weighted average period for recognition of unrecognized compensation costs | 2 years 4 months 24 days | |||
Expiration term of awards | 10 years | |||
Weighted-average assumptions used to estimate fair value of each stock option grant | ||||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | |
Risk-free interest rate, minimum (as a percent) | 2.50% | 1.90% | ||
Risk-free interest rate, maximum (as a percent) | 2.70% | |||
Options Outstanding | ||||
Outstanding at the beginning of the period (in shares) | 934,300 | |||
Granted (in shares) | 46,652 | |||
Forfeited or expired (in shares) | -208,500 | |||
Exercised (in shares) | -39,600 | |||
Outstanding at the end of the period (in shares) | 732,852 | 934,300 | ||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $4.58 | |||
Granted (in dollars per share) | $12.98 | |||
Forfeited or expired (in dollars per share) | $3.69 | |||
Exercised (in dollars per share) | $6.23 | |||
Outstanding at the end of the period (in dollars per share) | $5.27 | $4.58 | ||
Aggregate Intrinsic Value (in-the-money option) | ||||
Intrinsic value related to options outstanding | 5,196,255 | |||
Closing stock price (in dollars per share) | $12.32 | |||
Intrinsic value related to vested options outstanding | $3,300,000 | |||
Weighted Average Remaining Contractual Life | ||||
Weighted Average Remaining Contractual Life | 6 years 6 months 15 days | |||
Stock Options | Minimum | ||||
Shareholders equity | ||||
Vesting period | 1 year | |||
Weighted-average assumptions used to estimate fair value of each stock option grant | ||||
Expected volatility (as a percent) | 38.00% | 53.00% | 56.00% | |
Expected life | 5 years 6 months | 5 years 6 months | 5 years 6 months | |
Risk-free interest rate, minimum (as a percent) | 1.70% | |||
Stock Options | Maximum | ||||
Shareholders equity | ||||
Vesting period | 5 years | |||
Weighted-average assumptions used to estimate fair value of each stock option grant | ||||
Expected volatility (as a percent) | 39.00% | 55.00% | 58.00% | |
Expected life | 6 years 6 months | 6 years 6 months | 6 years 6 months | |
Risk-free interest rate, maximum (as a percent) | 2.90% | 3.50% | ||
Stock Options | Employees | ||||
Shareholders equity | ||||
Vesting period | 5 years | |||
Stock Options | Director | ||||
Shareholders equity | ||||
Vesting period | 1 year | |||
Stock Options Prior to May 2008 | ||||
Additional disclosures | ||||
Expiration term of awards | 5 years | |||
Stock Options Prior to May 2008 | Employees | ||||
Shareholders equity | ||||
Vesting period | 5 years | |||
Stock Options Prior to May 2008 | Director | ||||
Shareholders equity | ||||
Vesting period | 1 year |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (Stock Options, USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Shareholders' Equity | |||
Options Outstanding (in shares) | 732,852 | ||
Weighted Average Remaining Contractual Life | 6 years 6 months | ||
Weighted Average Exercise Price (in dollars per share) | $5.27 | ||
Options Exercisable (in shares) | 385,300 | ||
Weighted Average Exercise Price (in dollars per share) | $3.71 | ||
Weighted average grant-date fair value of options granted (in dollars per share) | $5.35 | $3.90 | $3.57 |
Intrinsic value | |||
Intrinsic value related to options outstanding | $5,196,255 | ||
Intrinsic value related to vested options outstanding | $3,300,000 | ||
Closing stock price (in dollars per share) | $12.32 | ||
Exercise Price Range from Dollars 1.70 to Dollars 2.40 [Member] | |||
Shareholders' Equity | |||
Exercise price, low end of range (in dollars per share) | $1.70 | ||
Exercise price, high end of range (in dollars per share) | $3.44 | ||
Options Outstanding (in shares) | 242,700 | ||
Weighted Average Remaining Contractual Life | 4 years 3 months 18 days | ||
Weighted Average Exercise Price (in dollars per share) | $2.29 | ||
Options Exercisable (in shares) | 221,100 | ||
Weighted Average Exercise Price (in dollars per share) | $2.19 | ||
Exercise Price Range from Dollars 3.20 to 4.16 [Member] | |||
Shareholders' Equity | |||
Exercise price, low end of range (in dollars per share) | $3.60 | ||
Exercise price, high end of range (in dollars per share) | $6.55 | ||
Options Outstanding (in shares) | 267,100 | ||
Weighted Average Remaining Contractual Life | 6 years 9 months 18 days | ||
Weighted Average Exercise Price (in dollars per share) | $5.32 | ||
Options Exercisable (in shares) | 116,200 | ||
Weighted Average Exercise Price (in dollars per share) | $5.11 | ||
Exercise Price Range from Dollars 4.28 to 7.21 [Member] | |||
Shareholders' Equity | |||
Exercise price, low end of range (in dollars per share) | $7.21 | ||
Exercise price, high end of range (in dollars per share) | $12.78 | ||
Options Outstanding (in shares) | 201,400 | ||
Weighted Average Remaining Contractual Life | 8 years 6 months | ||
Weighted Average Exercise Price (in dollars per share) | $7.94 | ||
Options Exercisable (in shares) | 48,000 | ||
Weighted Average Exercise Price (in dollars per share) | $7.35 | ||
Exercise Price Range from Dollars 7.61 to 9.68 [Member] | |||
Shareholders' Equity | |||
Exercise price, low end of range (in dollars per share) | $13.21 | ||
Exercise price, high end of range (in dollars per share) | $13.21 | ||
Options Outstanding (in shares) | 21,652 | ||
Weighted Average Remaining Contractual Life | 9 years 6 months | ||
Weighted Average Exercise Price (in dollars per share) | $13.21 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Current: | |||
Federal | $3,217 | $2,471 | $3,728 |
State | 408 | 262 | 380 |
Total current provision for income taxes | 3,625 | 2,733 | 4,108 |
Deferred: | |||
Federal | 2,124 | 547 | 108 |
State | 19 | 80 | 16 |
Total deferred provision for income taxes | 2,143 | 627 | 124 |
Income tax expense | 5,768 | 3,360 | 4,232 |
Deferred Tax Asset | |||
Accounts receivable | 40 | 81 | |
Inventories | 23 | 82 | |
Accrued liabilities | 465 | 341 | |
State credit carryover | 101 | ||
Stock-based compensation | 598 | 252 | |
Deferred rent | 96 | 126 | |
Interest rate swap | 130 | 193 | |
Net deferred tax asset | 1,453 | 1,075 | |
Deferred Tax Liability | |||
Contingent consideration | -1,126 | ||
Depreciation and amortization | -5,968 | -4,508 | |
Gross deferred tax liability | 7,094 | 4,508 | |
Net deferred tax liability | -5,641 | -3,433 | |
Net deferred tax liability | |||
Net deferred tax asset - current | 1,228 | 755 | |
Net deferred tax liability - noncurrent | -6,869 | -4,188 | |
Net deferred tax liability | ($5,641) | ($3,433) |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Reconciliation between the amount determined by applying the statutory federal income tax rate to the income tax provision | |||
Expected expense at statutory rate | $5,552 | $3,393 | $3,971 |
Change resulting from: | |||
State tax provision, net | 434 | 249 | 365 |
Federal and state credits | -167 | -92 | -152 |
Domestic Production benefits | -322 | -253 | -334 |
Nondeductible expenses and other | 271 | 63 | 382 |
Income tax expense | $5,768 | $3,360 | $4,232 |
Effective income tax rate reconciliation | |||
Effective tax rate (as a percent) | 35.30% | 33.70% | 36.20% |
Business_Segments_and_Signific2
Business Segments and Significant Customers (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Business segments and significant customers | |||||||||||||||
Total net revenue | $73,746 | $72,556 | $71,852 | $67,509 | $58,852 | $54,514 | $53,667 | $48,537 | $43,542 | $46,601 | $48,016 | $47,020 | $285,663 | $215,580 | $185,179 |
Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | Costco [Member] | |||||||||||||||
Business segments and significant customers | |||||||||||||||
Total net revenue | $75,300 | $74,500 | $64,600 | ||||||||||||
Concentration risk (as a percent) | 26.00% | 35.00% | 35.00% |
Business_Segments_and_Signific3
Business Segments and Significant Customers (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Nov. 05, 2012 | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
item | ||||||||||||||||
Business segments and significant customers | ||||||||||||||||
Number of reportable segments | 2 | |||||||||||||||
Net revenues from external customers | $73,746 | $72,556 | $71,852 | $67,509 | $58,852 | $54,514 | $53,667 | $48,537 | $43,542 | $46,601 | $48,016 | $47,020 | $285,663 | $215,580 | $185,179 | |
Depreciation and amortization included in segment gross profit | 4,636 | 3,437 | 2,929 | |||||||||||||
Segment gross profit | 15,176 | 12,926 | 13,456 | 11,563 | 10,869 | 10,056 | 9,136 | 8,825 | 8,872 | 9,471 | 9,204 | 9,345 | 53,121 | 38,886 | 36,892 | |
Goodwill | 23,286 | 23,064 | 11,616 | 23,286 | 23,064 | 11,616 | ||||||||||
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | ||||||||||||||||
Segment gross profit | 15,176 | 12,926 | 13,456 | 11,563 | 10,869 | 10,056 | 9,136 | 8,825 | 8,872 | 9,471 | 9,204 | 9,345 | 53,121 | 38,886 | 36,892 | |
Operating expenses | 34,188 | 28,036 | 25,548 | |||||||||||||
Gain on sale of DSD business | -1,100 | -1,101 | ||||||||||||||
Interest expense, net | 2,604 | 872 | 764 | |||||||||||||
Income before income tax expense | 16,329 | 9,978 | 11,681 | |||||||||||||
Frozen Products [Member] | ||||||||||||||||
Business segments and significant customers | ||||||||||||||||
Net revenues from external customers | 179,518 | 117,124 | 90,823 | |||||||||||||
Depreciation and amortization included in segment gross profit | 2,103 | 1,265 | 932 | |||||||||||||
Segment gross profit | 32,329 | 22,745 | 17,505 | |||||||||||||
Goodwill | 17,300 | 17,078 | 5,630 | 17,300 | 17,078 | 5,630 | ||||||||||
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | ||||||||||||||||
Segment gross profit | 32,329 | 22,745 | 17,505 | |||||||||||||
Snack Products [Member] | ||||||||||||||||
Business segments and significant customers | ||||||||||||||||
Net revenues from external customers | 106,145 | 98,456 | 94,356 | |||||||||||||
Depreciation and amortization included in segment gross profit | 2,533 | 2,172 | 1,997 | |||||||||||||
Segment gross profit | 20,792 | 16,141 | 19,387 | |||||||||||||
Goodwill | 5,986 | 5,986 | 5,986 | 5,986 | 5,986 | 5,986 | ||||||||||
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | ||||||||||||||||
Segment gross profit | $20,792 | $16,141 | $19,387 |
Legal_Proceedings_Details
Legal Proceedings (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended |
Dec. 01, 2014 | Dec. 27, 2014 | Feb. 13, 2014 | |
item | item | item | |
Legal Proceedings: | |||
License agreement for technology used in sheeting and frying process | 2 | ||
Number additional allegedly non-natural ingredients | 2 | ||
Legal proceedings | |||
Number additional allegedly non-natural ingredients | 2 | ||
Number of plaintiffs | 2 | ||
Litigation settlement amount to pay to each individual | $5,000 | ||
Legal fees and costs that the company has to pay relating to the litigation | $425,000 | ||
Subsequent Event [Member] | |||
Legal proceedings | |||
Number of putative class actions filed | 2 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Land in Lynden, Washington, USD $) | 12 Months Ended |
Dec. 27, 2014 | |
item | |
acre | |
Uptrails Group LLC [Member] | |
Related Party Transactions: | |
Area of land | 696 |
Number of members of Rader family who own the related party | 3 |
Lease payments per month | $43,500 |
Monthly rental expense under operating leases after May 17, 2017 | $52,200 |
Rader Farms [Member] | |
Related Party Transactions: | |
Area of land | 840 |
Accounts_Receivable_Allowance_1
Accounts Receivable Allowance (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Changes to allowance for doubtful accounts | |||
Balance at beginning of period | $219 | $222 | $220 |
Charges (Reductions) to Expense | 17 | 11 | 4 |
(Write-offs) Collections | -130 | -14 | -2 |
Balance at end of period | $106 | $219 | $222 |
Concentrations_of_Credit_Risk_
Concentrations of Credit Risk (Details) | 12 Months Ended | |
Dec. 27, 2014 | Dec. 28, 2013 | |
Concentrations of Credit Risk: | ||
Number of financial institutions with whom the entity maintains most of cash | 1 | |
Three Largest Major Customers [Member] | ||
Concentrations of Credit Risk | ||
Number of customers | 3 | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Three Largest Major Customers [Member] | ||
Concentrations of Credit Risk | ||
Concentration risk (as a percent) | 39.00% | 35.00% |
Deferred_Compensation_Plans_De
Deferred Compensation Plans (Details) (USD $) | 12 Months Ended | ||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | |
Deferred Compensation Plans | |||
Contributions made | $600,000 | $500,000 | $400,000 |
Plan's assets recorded in other assets | 697,000 | 579,000 | |
Liability to participants recorded in other liabilities | $700,000 | $600,000 |
Quarterly_Financial_Data_unaud2
Quarterly Financial Data (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Quarterly Financial Data (unaudited): | |||||||||||||||
Net revenues | $73,746 | $72,556 | $71,852 | $67,509 | $58,852 | $54,514 | $53,667 | $48,537 | $43,542 | $46,601 | $48,016 | $47,020 | $285,663 | $215,580 | $185,179 |
Gross profit | 15,176 | 12,926 | 13,456 | 11,563 | 10,869 | 10,056 | 9,136 | 8,825 | 8,872 | 9,471 | 9,204 | 9,345 | 53,121 | 38,886 | 36,892 |
Operating income | 5,980 | 5,356 | 4,432 | 3,165 | 3,074 | 3,661 | 2,247 | 1,868 | 2,739 | 2,936 | 2,825 | 2,844 | 18,933 | 10,850 | 11,344 |
Net income | $3,408 | $3,084 | $2,472 | $1,597 | $2,007 | $2,148 | $1,407 | $1,056 | $2,364 | $1,740 | $1,623 | $1,722 | $10,561 | $6,618 | $7,449 |
Earnings per common share: | |||||||||||||||
Basic (in dollars per share) | $0.17 | $0.16 | $0.13 | $0.08 | $0.10 | $0.11 | $0.07 | $0.05 | $0.12 | $0.09 | $0.09 | $0.09 | $0.54 | $0.34 | $0.40 |
Diluted (in dollars per share) | $0.17 | $0.15 | $0.12 | $0.08 | $0.10 | $0.11 | $0.07 | $0.05 | $0.12 | $0.09 | $0.08 | $0.09 | $0.53 | $0.33 | $0.38 |
Weighted average number of common shares: | |||||||||||||||
Basic (in shares) | 19,564 | 19,530 | 19,468 | 19,437 | 19,454 | 19,473 | 19,307 | 19,206 | 19,075 | 19,031 | 18,899 | 18,282 | 19,500 | 19,360 | 18,821 |
Diluted (in shares) | 20,062 | 20,014 | 19,960 | 19,924 | 19,916 | 19,843 | 19,702 | 19,694 | 19,684 | 19,690 | 19,555 | 19,365 | 19,990 | 19,789 | 19,574 |