Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 25, 2016 | Jul. 25, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | INVENTURE FOODS, INC. | |
Entity Central Index Key | 944,508 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 25, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,671,134 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,203 | $ 2,319 |
Accounts receivable, net of allowance for doubtful accounts of $125 and $94 at June 25, 2016 and December 26, 2015 respectively | 22,681 | 19,928 |
Inventories | 71,217 | 81,807 |
Deferred income tax asset | 3,788 | 3,788 |
Other current assets | 3,686 | 6,262 |
Total current assets | 102,575 | 114,104 |
Property and equipment, net of accumulated depreciation of $49,602 and $46,328 at June 25, 2016 and December 26, 2015 , respectively | 66,675 | 59,963 |
Goodwill | 23,286 | 23,286 |
Trademarks and other intangibles, net | 14,553 | 14,718 |
Other assets | 1,186 | 962 |
Total assets | 208,275 | 213,033 |
Current liabilities: | ||
Accounts payable | 32,341 | 35,983 |
Accrued liabilities | 11,697 | 8,629 |
Current portion of long-term debt | 2,407 | 1,826 |
Total current liabilities | 46,445 | 46,438 |
Long-term debt, less current portion | 82,803 | 83,300 |
Line of credit | 22,690 | 25,951 |
Deferred income tax liability | 2,560 | 2,560 |
Other liabilities | 2,035 | 2,296 |
Total liabilities | 156,533 | 160,545 |
Stockholders' equity: | ||
Common stock, $.01 par value; 50,000 shares authorized; 20,039 and 19,979 shares issued and outstanding at June 25, 2016 and December 26, 2015, respectively | 201 | 200 |
Additional paid-in capital | 34,820 | 34,271 |
Retained earnings | 17,192 | 18,488 |
Total stockholders' equity before treasury stock | 52,213 | 52,959 |
Less: treasury stock, at cost: 368 shares at June 25, 2016 and December 26, 2015 | (471) | (471) |
Total stockholders' equity | 51,742 | 52,488 |
Total liabilities and stockholders' equity | $ 208,275 | $ 213,033 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 125 | $ 94 |
Accumulated depreciation (in dollars) | $ 49,602 | $ 46,328 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 20,039 | 19,979 |
Common stock, shares outstanding | 20,039 | 19,979 |
Treasury stock, shares | 368 | 368 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Net revenues | $ 69,263 | $ 66,422 | $ 139,118 | $ 144,029 |
Cost of revenues | 58,996 | 58,397 | 120,034 | 139,704 |
Gross profit | 10,267 | 8,025 | 19,084 | 4,325 |
Selling, general and administrative expenses | 8,493 | 10,217 | 16,602 | 19,369 |
Impairment of intangible asset | 9,277 | |||
Operating income (loss) | 1,774 | (2,192) | 2,482 | (24,321) |
Interest expense, net | 2,320 | 928 | 4,676 | 1,658 |
Loss before income taxes expense | (546) | (3,120) | (2,194) | (25,979) |
Income tax benefit | 268 | 1,169 | 898 | 9,393 |
Net loss | $ (278) | $ (1,951) | $ (1,296) | $ (16,586) |
Loss per common share: | ||||
Basic (in dollars per share) | $ (0.01) | $ (0.10) | $ (0.07) | $ (0.85) |
Diluted (in dollars per share) | $ (0.01) | $ (0.10) | $ (0.07) | $ (0.85) |
Weighted average number of common shares: | ||||
Basic (in shares) | 19,628 | 19,566 | 19,616 | 19,574 |
Diluted (in shares) | 19,628 | 19,566 | 19,616 | 19,574 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net loss | $ (278) | $ (1,951) | $ (1,296) | $ (16,586) |
Change in fair value of interest rate swaps, net of tax | 27 | 42 | ||
Comprehensive loss | $ (278) | $ (1,924) | $ (1,296) | $ (16,544) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,296) | $ (16,586) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 3,381 | 3,405 |
Amortization | 165 | 383 |
Deferred financing fee amortization | 687 | 165 |
Provision for remaining product recall costs | 7,137 | |
Impairment of intangible asset | 9,277 | |
Provision for bad debts | 32 | 187 |
Deferred income taxes | 69 | |
Excess income tax benefit from stock-based compensation | (42) | |
Stock-based compensation expense | 740 | 760 |
(Gain) Loss on disposition of equipment | (58) | (14) |
Change in operating assets and liabilities: | ||
Accounts receivable | (2,785) | (2,697) |
Inventories | 10,590 | (7,476) |
Other assets and liabilities | 2,230 | (12,282) |
Accounts payable and accrued liabilities | (1,884) | 17,099 |
Net cash provided by (used in) operating activities | 11,802 | (615) |
Cash flows from investing activities: | ||
Payment for property and equipment | (8,659) | (5,304) |
Proceeds from the sale of property and equipment | 19 | |
Payment of contingent consideration for Willamette Valley Fruit Company | (340) | (230) |
Payment of contingent consideration for Sin In A Tin | (3) | (2) |
Net cash used in investing activities | (9,002) | (5,517) |
Cash flows from financing activities: | ||
Net borrowings on U.S Bank line of credit | 4,361 | |
Net payments on Wells Fargo line of credit | (3,261) | |
Payments made on capital lease obligations | (10) | (253) |
Borrowings from long-term debt | 1,097 | 6,000 |
Payments made on long term debt | (653) | (3,189) |
Payments of loan financing fees | (1,050) | (300) |
Proceeds from issuance of common stock under equity award plans | 187 | |
Excess income tax benefit from exercise of stock options | 42 | |
Payment of payroll taxes on stock-based compensation through shares withheld | (226) | (349) |
Net cash (used in) financing activities | (3,916) | 6,312 |
Net increase (decrease) in cash and cash equivalents | (1,116) | 180 |
Cash and cash equivalents at beginning of period | 2,319 | 495 |
Cash and cash equivalents at end of period | 1,203 | 675 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 4,060 | 1,286 |
Cash paid (refunded) during the period for income taxes | $ (3,377) | $ 1,378 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 25, 2016 | |
Organization and Summary of Significant Accounting Policies | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Inventure Foods, Inc., a Delaware corporation (referred to herein as the “Company,” “Inventure Foods,” “we,” “our” or “us”), is a leading marketer and manufacturer of healthy/natural and indulgent specialty snack food brands with more than $ 282 million in annual net revenues for fiscal 2015. We specialize in two primary product categories: healthy/natural food products and indulgent specialty snack products. We sell our products nationally through a number of channels including: grocery stores, natural food stores, mass merchandisers, drug and convenience stores, club stores, value, vending, food service, industrial 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, other snack and food items, Willamette Valley Fruit Company TM brand frozen berries, Fresh Frozen TM brand frozen vegetables, fruits, biscuits and other frozen snacks, Jamba® brand blend-and-serve smoothie kits under license from Jamba Juice Company (“Jamba Juice”), Seattle’s Best Coffee® Frozen Coffee Blends brand blend-and-serve frozen coffee beverages under license from Seattle’s Best Coffee, LLC, Sin In A Tin TM chocolate pate and other frozen desserts 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® brand kettle cooked potato chips, Bob’s Texas Style® brand 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, beverages and desserts 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, popcorn 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 nine locations. Our frozen berry products are processed in our Lynden, Washington, Bellingham, Washington, Jefferson, Georgia and two Salem, Oregon facilities. 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 our Jefferson, Georgia, Thomasville, Georgia and Salem, Oregon facilities. 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 and vegetables for other manufacturers. Our frozen desserts products are produced in our Pensacola, Florida and Salem, Oregon facilities. Our snack products are manufactured at our Phoenix, Arizona and Bluffton, Indiana facilities, as well as select third-party facilities for certain products. On April 23, 2015, we announced a voluntary product recall of certain varieties of the Company’s Fresh Frozen TM brand of frozen vegetables, as well as select varieties of our Jamba® “At Home” line of smoothie kits because our Jefferson, Georgia facility tested positive for Listeria monocytogenes. For a discussion of this product recall, refer to “Note 2 - Product Recall.” Our fiscal year ends on the last Saturday occurring in the month of December of each calendar year. Accordingly, the second quarter of fiscal 2016 commenced March 27, 2016 and ended June 25, 2016. Basis of Presentation The condensed consolidated financial statements for the quarter ended June 25, 2016 are unaudited and include the accounts of Inventure Foods and all of its wholly owned subsidiaries. All significant intercompany amounts and transactions have been eliminated. The condensed consolidated financial statements, including the December 26, 2015 consolidated balance sheet data which was derived from audited financial statements, have been prepared in accordance with the instructions for Quarterly Reports on Form 10-Q and, therefore, do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary in order to make the condensed consolidated financial statements not misleading. A description of our accounting policies and other financial information is included in the audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 26, 2015. The results of operations for the quarter ended June 25, 2016 are not necessarily indicative of the results expected for the full year. Changes to the classification of certain prior year amounts on the cash flow statement were made to reflect current year classification between deferred income taxes and change in other assets and liabilities. 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 June 25, 2016 and December 26, 2015, 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 at the respective dates set forth below (in thousands): June 25, 2016 December 26, 2015 Non-qualified Non-qualified Deferred Earn-out Deferred Earn-out Compensation Contingent Compensation Contingent Plan Consideration Plan Consideration Balance Sheet Classification Investments Obligation Investments Obligation Other assets Level 1 $ — $ $ — Accrued liabilities Level 3 — — Other liabilities Level 3 — — $ $ $ $ Considerable judgment is required in interpreting market data to develop the estimate of fair value of our assets and liabilities. 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 TM in September 2014 and Willamette Valley Fruit Company in May 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 operations. 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. A summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 liabilities) for the six months ended June 25, 2016 is as follows (in thousands): Level 3 Balance at December 26, 2015 $ Earn-out compensation paid to Willamette Valley Fruit Company Earn-out compensation paid to Sin In A Tin Balance at June 25, 2016 $ Income Taxes Income tax benefit was $0.3 million for the quarter ended June 25, 2016, compared to $1.2 million for the quarter ended June 27, 2015. Our effective tax rate was 49.1% and 37.5% for the quarters ended June 25, 2016 and June 27, 2015, respectively. Income tax benefit was $0.9 million for the six months ended June 25, 2016, compared to $9.4 million for the six months ended June 27, 2015. Our effective tax rate was 40.9% and 36.2% for the six months ended June 25, 2016 and June 27, 2015, respectively. Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per share is calculated by including all dilutive common shares, such as stock options and restricted stock. Unvested restricted stock grants that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, requires loss per share to be presented pursuant to the two-class method. However, the application of this method would have no effect on basic and diluted loss per common share and is therefore not presented. For the quarters and six months ended June 25, 2016 and June 27, 2015, diluted loss per share is the same as basic loss per share, as the inclusion of potentially issuable Common Stock would be antidilutive. Exercises of outstanding stock options are assumed to occur for purposes of calculating diluted earnings per share for periods in which their effect would not be antidilutive. Loss per common share was computed as follows for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands, except per share data): Quarter Ended Six Months Ended June 25, June 27, June 25, June 27, 2016 2015 2016 2015 Basic Loss Per Share: Net loss $ $ $ $ Weighted average number of common shares Loss per common share $ $ $ $ Diluted Loss Per Share: Net loss $ $ $ $ Weighted average number of common shares Incremental shares from assumed conversions of stock options and non-vested shares of restricted stock — — — — Adjusted weighted average number of common shares Loss per common share $ $ $ $ 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. 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. Recent Accounting Pronouncements Changes to 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 May 2014, the FASB issued new guidance related to revenue recognition. This new standard will replace all current 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 2018 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. This 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. The adoption of the standard at the beginning of fiscal 2016 did not have an impact on our financial statements. In April 2015, the FASB issued an ASU to simplify the presentation of debt issuance costs. This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and is applied retrospectively. We adopted this ASU in the first quarter of fiscal 2016. The adoption of this ASU reduced our other assets and long-term debt, less current portion, by $5.8 million and $5.4 million as of June 25, 2016 and December 26, 2015 , respectively. In July 2015, the FASB issued an ASU to simplify the measurement of inventory. This ASU requires inventory to be subsequently measured using the lower of cost and net realizable value, thereby eliminating the market value approach. Net realizable value is defined as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.” This ASU is effective for reporting periods beginning after December 15, 2016 and is applied prospectively. Early adoption is permitted. We are evaluating the impact, if any, of adopting this guidance on our financial statements and disclosure. In September 2015, the FASB issued an ASU simplifying the accounting for measurement-period adjustments for business combinations. This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustments are identified, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. This ASU is effective for reporting periods beginning after December 15, 2015 and is applied prospectively. The adoption of this ASU had no impact on our financial statements. In November 2015, the FASB issued an ASU that simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities to be offset and presented as a single noncurrent amount on the balance sheet. This ASU is effective for reporting periods beginning after December 15, 2016 and is applied retrospectively. We do not expect the adoption of this guidance to have a material impact on our financial statements. In February 2016, the FASB issued new guidance related to accounting for leases. The new standard requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of key information about leasing arrangements. Accordingly, a lessee will recognize a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. Both the asset and liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. We are evaluating the impact, if any, of adopting this guidance on our financial statements and disclosure. In March 2016, the FASB issued an ASU intended to simplify various aspects of the accounting for share-based payments. Excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows upon the adoption of this ASU. Excess tax benefits are currently recorded in equity and as financing activity under the current rules. This guidance is effective for reporting periods beginning after December 15, 2016. We are evaluating the impact, if any, of adopting this guidance on our financial statements and disclosure . |
Product Recall
Product Recall | 6 Months Ended |
Jun. 25, 2016 | |
Product Recall | |
Product Recall | 2. Product Recall On April 23, 2015, we announced a voluntary product recall of certain varieties of the Company’s Fresh Frozen TM brand of frozen vegetables, as well as select varieties of our Jamba® “At Home” line of smoothie kits because our Jefferson, Georgia facility tested positive for Listeria monocytogenes. The impacts recorded in our consolidated statement of operations attributable to the recall for the quarter and six months ended June 27, 2015 are summarized as follows (in thousands): Quarter Ended Six Months Ended June 27, 2015 June 27, 2015 Net revenues $ — $ — Cost of revenues (1) Gross profit Operating expenses: Selling, general and administrative expenses (2) Impairment of intangible asset (3) — Operating loss Interest expense, net — — Loss before income taxes Income tax benefit Net loss $ $ (1) Additional cost of revenues represents the provision for the write-down of inventory on hand and for additional costs estimated to be incurred related to the recall, including product expected to be returned from customers and consumers. During the quarter and six months ended June 27, 2015, the Company incurred approximately $1.1 million of incremental production costs as a result of utilizing co-packers inventory. (2) Additional selling, general and administrative costs consists of approximately $1.5 million of professional fees associated with the recall and $0.2 million to record additional accounts receivable reserves which was recorded in the first quarter of fiscal 2015 but reversed in the second quarter of fiscal 2015 . (3) Amount reflects a $9.3 million impairment charge recorded to write-off the carrying value of the Fresh Frozen customer relationships intangible asset. |
Inventories
Inventories | 6 Months Ended |
Jun. 25, 2016 | |
Inventories | |
Inventories | 3. Inventories Inventories consisted of the following as of June 25, 2016 and December 26, 2015 (in thousands): June 25, December 26, 2016 2015 Finished goods $ $ Raw materials Inventories $ $ |
Goodwill, Trademarks and Other
Goodwill, Trademarks and Other Intangibles | 6 Months Ended |
Jun. 25, 2016 | |
Goodwill, Trademarks, and Other Intangible Assets | |
Goodwill, Trademarks and Other Intangibles | 4. Goodwill, Trademarks and Other Intangibles Goodwill, trademarks and other intangibles, net, consisted of the following as of June 25, 2016 and December 26, 2015 (in thousands) : Estimated June 25, December 26, Useful Life 2016 2015 Goodwill: Inventure Foods $ $ Rader Farms Willamette Valley Fruit Company Fresh Frozen Foods Sin In A Tin Goodwill $ $ Trademarks: Inventure Foods $ $ Rader Farms Willamette Valley Fruit Company Fresh Frozen Foods Sin In A Tin Other intangibles: Rader Farms - Customer relationship, gross carrying amount 10 years Rader Farms - Customer relationship, accum. amortization Willamette Valley Fruit Company - Customer relationship, gross carrying amount 10 years Willamette Valley Fruit Company - Customer relationship, accum. amortization Trademarks and other intangibles, net $ $ Our amortization expense related to these intangibles was $83,000 and $82,000 for the quarters ended June 25, 2016 and June 27, 2015 , respectively. For the six months ended June 25, 2016 and June 27, 2015, amortization expense totaled $165,000 and $383,000 , respectively. The trademarks are deemed to have an indefinite useful life because they are expected to generate cash flows indefinitely. Goodwill and trademarks are reviewed for impairment annually in the fourth fiscal quarter, or more frequently if impairment indicators arise. As a result of the product recall (see “Note 2 - Product Recall”), the Company reviewed the Fresh Frozen Foods goodwill and intangible assets for impairment. Our analysis included a review of the forecasted future cash flows of the Fresh Frozen business, including the estimated cash outflows directly related to the product recall. Based on our review, we concluded that the intangible asset related to the acquired custom er relationships of Fresh Frozen Foods was fully impaired. Accordingly, the Company recorded an intangible asset impairment charge of $9.3 million, which represents the unamortized balance on March 28, 2015. We believe the carrying values of our remaining goodwill and intangible assets are appropriate as of June 25, 2016. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 25, 2016 | |
Accrued Liabilities | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consisted of the following as of June 25, 2016 and December 26, 2015 (in thousands): June 25, December 26, 2016 2015 Accrued payroll and payroll taxes $ $ Accrued royalties and commissions Accrued advertising and promotion Accrued berry purchase payments Accrued other Accrued liabilities $ $ |
Term Debt and Line of Credit
Term Debt and Line of Credit | 6 Months Ended |
Jun. 25, 2016 | |
Term Debt and Line of Credit | |
Term Debt and Line of Credit | 6. Term Debt and Line of Credit ABL Credit Facility On November 18, 2015, the Company entered into a five -year revolving credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other lenders party thereto (with all related loan documents, and as amended from time to time, the “ABL Credit Facility”). The ABL Credit Facility provides for a five -year, $50.0 million senior secured revolving credit facility. The ABL Credit Facility also provides that, under certain conditions, we may increase the aggregate principal amount of loans outstanding thereunder by up to $10.0 million. Borrowings under the ABL Credit Facility bear interest, at the Company’s option, at a base rate or the London interbank offered rate (“LIBOR”) plus, in each case, an applicable margin. The ABL Credit Facility will mature, and the commitments thereunder will terminate, on November 17, 2020. Events of default under the ABL Credit Facility include customary events, such as a cross-default provision with respect to other material debt. As of June 25, 2016, the Company is in compliance with all covenants of the ABL Credit Facility. As of June 25, 2016, there was $22.7 million outstanding under the ABL Credit Facility and the net availability thereunder was $22.5 million. Term debt consisted of the following as of June 25, 2016 and December 26, 2015 (in thousands): June 25, December 26, 2016 2015 Term loan credit facility through November 2020 $ Equipment term loan, Goodyear, Arizona, due monthly through April 2021 Equipment term loan, Rader Farms, due monthly through August 2019 Equipment term loan, Willamette Valley Fruit Company, due monthly through August 2019 Capital lease obligations, primarily due September 2017 Long-term debt Less: deferred financing fees, net Less: current portion of long-term debt Long-term debt, less current portion $ $ Term Loan Credit Facility Also on November 18, 2015 and concurrent with the execution of the ABL Credit Facility, Inventure Foods and certain of its subsidiaries entered into a five -year term loan credit agreement with BSP Agency, LLC, a Delaware limited liability company (“BSP”), as administrative agent, and the other lenders party thereto (with all related loan documents, and as amended from time to time, the “Term Loan Credit Facility”). The Term Loan Credit Facility provides for a $85.0 million senior secured term loan that matures on November 17, 2020. The Term Loan Credit Facility also provides that, under certain conditions, we may increase the aggregate principal amount of term loans outstanding thereunder by up to $25.0 million. Borrowings under the Term Loan Credit Facility bear interest, at the Company’s option, at a base rate or LIBOR plus, in each case, an applicable margin. The Term Loan Credit Facility contains customary negative covenants and also requires the Company, together with its subsidiaries, to comply with a Fixed Charge Coverage Ratio and a Total Leverage Ratio (each as defined in the Term Loan Credit Facility). The first Fixed Charge Coverage Ratio and Total Leverage Ratio measurement period was the end of the first quarter of fiscal 2016. On March 9, 2016, the Company entered into that certain First Amendment to Credit Agreement, dated March 9, 2016, with BSP, as administrative agent, and the other lenders party thereto (the “Amendment”). The Amendment amends the Term Loan Credit Facility to defer the Company’s obligation to comply with the Total Leverage Ratio until the end of the third quarter of fiscal 2016. Events of default under the Term Loan Credit Facility include customary events such as a cross-default provision with respect to other material debt. As of June 25, 2016 the Company is in compliance with all covenants of the Term Loan Credit Facility. Equipment Loans In August 2015, we entered into an equipment term loan with Banc of America Leasing & Capital LLC for $3.1 million of new kettles and related equipment for our Goodyear, Arizona facility. The equipment term loan accrues interest at a rate of 3.07% and will be repaid over 60 recurring monthly payments commencing May 2016. 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 Wi llamette 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 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 25, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 7. Commitments and Contingencies Contractual Our future contractual obligations consist principally of long-term debt, operating leases, minimum commitments regarding third-party warehouse operations services, forward purchase agreements and remaining minimum royalty payments due licensors pursuant to brand licensing agreements. In order to mitigate the risks of volatility in commodity markets to which we are exposed, we have entered into forward purchase agreements with certain suppliers based on market prices, forward price projections and expected usage levels. Our purchase commitments for certain ingredients, packaging materials and energy are generally less than 12 months. Legal Proceedings We are periodically a party to various lawsuits arising in the ordinary course of business. Management believes, based on discussions with legal counsel, that the resolution of any such lawsuits, individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations. On or about February 17, 2016, the Company received a letter from one of its commercial customers requesting indemnity with respect to a lawsuit threatened against the customer in Florida alleging that certain kettle chip products sold by the customer and manufactured by the Company were improperly labeled as “natural.” On March 7, 2016, the Company informed the commercial customer that the Company had no obligation to indemnify the commercial customer with respect to the matter. On April 4, 2016, a complaint captioned Westmoreland County Employee Retirement Fund (“Westmoreland”) v. Inventure Foods Inc. (“Inventure” or “the Company”) et al., Case No. CV2016-002718, was filed in the Superior Court in Maricopa County, Arizona. Additional defendants are the Company’s Chief Executive Officer and Chief Financial Officer, Capital Foods, LLC, and the underwriters of the secondary securities offering that closed September 14, 2014 (the “September 2014 Offering”). The class action complaint alleges violations of the Securities Act and focuses on the Company’s frozen food facility in Jefferson, Georgia. The plaintiff seeks certification as a class action, unspecified compensatory damages, rescission or a rescissory measure of damages, attorneys’ fees and costs, and other relief deemed appropriate by the court. The Company intends to vigorously defend against the claims. On May 6, 2016, the Company removed the purported class action from Superior Court in Maricopa County to the United States District Court for the District of Arizona (“District Court”). On May 26, 2016, plaintiff filed a motion to remand the purported class action to the Superior Court in Maricopa County. On July 13, 2016, Inventure, along with our Chief Executive Officer and Chief Financial Officer, and Capital Foods, LLC, filed a response in opposition to the motion to remand. The September 2014 Offering underwriters joined in our opposition brief. The plaintiff filed its reply in support of the motion to remand on June 23, 2016. The motion to remand remains pending before the district court. On July 5, 2016, the District Court ordered a stay of proceedings until the Court rules on the motion to remand. On July 11, 2016, the Company received a pre-suit notification and demand from Farbod Nikravesh (represented by Barbara Rohr of Faruqi & Faruqi). No lawsuit has been filed. Mr. Farbod purports to represent a class of consumers who purchased Boulder Canyon brand products advertised as “All Natural.” Mr. Farbod alleges the products contain non-natural ingredients, including but not limited to maltodextrin, dextrose, and citric acid. He intends to file a class action for alleged violations of the California Legal Remedies Act (Cal. Civ. Code § 1750, et seq.), the California Unfair Competition Law (Cal. Bus. & Prof. Code § 17200, et seq.), the California False Advertising Act (Cal. Bus. & Prof. Code § 17500, et seq.), and other “common law and other statutory violations.” To avoid suit, Mr. Farbod demands that the Company refrain from false and misleading marketing, issue an immediate recall, and make full restitution of all money obtained from the sale of Boulder Canyon chips. The Company removed the challenged language (“All Natural”) from its packaging before receiving the letter, and intends to vigorously defend any class action filed. Maryanne McGuiness (represented by Tim Howard of Howard & Associates) served the Company with a pre-lawsuit notification and demand on July 11, 2016. No lawsuit has been filed. Ms. McGuiness purports to represent a class of consumers who purchased Boulder Canyon kettle chips advertised as “All Natural” and “Non-GMO.” Ms. McGuiness alleges the products contain non-natural and non-GMO ingredients, including but not limited to citric acid, disodium phosphate, corn, corn starch, corn meal, corn flour, corn masa, soluble corn fiber, corn syrup solids, maltodextrin, dextrose, fructose, and sucrose. She intends to file a class action based on alleged violations of the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. 501.201, et seq.) and the Florida Misleading Advertising Statute (Fla. Stat. § 817.41), as well as for breach of express and implied warranties, unjust enrichment, and other contract and tort violations. To avoid suit, Ms. McGuiness demands that the Company refrain from false and misleading advertising, identify consumers who purchased product during the limitations period, disgorge revenues from sales of products, and implement a corrective advertising campaign, including a disclaimer. The Company removed “All Natural” from all packages and advertising of kettle cooked chips before receiving the letter, and intends to vigorously defend any class action filed. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 25, 2016 | |
Business Segments | |
Business Segments | 8. Business Segments Our operations consist of two reportable segments: frozen products and snack products. The frozen products segment produces frozen fruits, vegetables, beverages and desserts 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, popcorn 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. All products sold under our frozen products segment are considered part of the healthy/natural food category. The products sold under our snack products segment include products considered part of the indulgent specialty snack food category, as well as products considered part of the healthy/natural food category. For the three months ended June 25, 2016 and June 27, 2015, net revenues of our healthy/natural food category totaled $59.4 million and $54.3 million, respectively. For the three months ended June 25, 2016 and June 27, 2015, net revenues of our indulgent specialty snack food category totaled $9.9 million and $12.1 million, respectively. For the six months ended June 25, 2016 and June 27, 2015, net revenues of our healthy/natural food category totaled $119.3 million and $120.3 million, respectively. For the six months ended June 25, 2016 and June 27, 2015, net revenues of our indulgent specialty snack food category totaled $19.8 million and $23.7 million, respectively. We do not allocate assets, selling, general and administrative expenses, income taxes or other income and expense to our reportable segments. The following table present information about our reportable segments for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands): Frozen Snack Products Products Consolidated Quarter Ended June 25, 2016 Net revenues from external customers $ $ $ Depreciation and amortization included in segment gross profit Segment gross profit Quarter Ended June 27, 2015 Net revenues from external customers $ $ $ Depreciation and amortization included in segment gross profit Segment gross profit Six Months Ended June 25, 2016 Net revenues from external customers $ $ $ Depreciation and amortization included in segment gross profit Segment gross profit Six Months Ended June 27, 2015 Net revenues from external customers $ $ $ Depreciation and amortization included in segment gross profit Segment gross profit The following table reconciles reportable segment gross profit to our consolidated loss before income taxes for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands): Quarter Ended Six Months Ended June 25, June 27, June 25, June 27, 2016 2015 2016 2015 Segment gross profit $ $ $ $ Unallocated amounts: Operating expenses Interest expense, net Loss before income tax provision $ $ $ $ The table below presents information about revenues for each group of similar products within our reportable segments for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands): Quarter Ended June 25, 2016 Quarter Ended June 27, 2015 % of Net % of Net Net Revenue Revenues Net Revenue Revenues Frozen Products: Berries, beverages, blends and desserts $ % $ % Vegetables % % Total frozen % % Snack Products: Indulgent specialty snacks (1) % % Healthy/natural snacks (2) % % Total snack % % Consolidated $ % $ % Six Months Ended June 25, 2016 Six Months Ended June 27, 2015 % of Net % of Net Net Revenue Revenues Net Revenue Revenues Frozen Products: Berries, beverages, blends and desserts $ % $ % Vegetables % % Total frozen % % Snack Products: Indulgent specialty snacks (1) % % Healthy/natural snacks (2) % % Total snack % % Consolidated $ % $ % (1) Indulgent specialty snacks includes T.G.I. Friday’s® brand snacks under license from 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® brand kettle cooked potato chips, Bob’s Texas Style® brand kettle cooked chips, and Tato Skins® brand potato snacks. (2) Healthy/natural snacks includes Boulder Canyon® brand kettle cooked potato chips, other snack and food items and private label healthy/natural snacks. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 25, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 9. Stockholders’ Equity The Company’s 2015 Equity Incentive Plan (the “2015 Plan”) was approved at our 2015 annual meeting of stockholders. Under the 2015 Plan, we are authorized to issue up to 1,400,560 shares of our Common Stock, which number may be increased by up to 250,000 shares subject to any option or award outstanding under the 2005 Equity Incentive Plan that are canceled or forfeited for any reason. If any shares of our Common Stock subject to awards granted under the 2015 Plan are canceled, those shares will be available for future awards under such plan. Awards granted under the 2015 Plan may include: nonqualified stock options, incentive stock options, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards and cash-based awards. The 2015 Plan has a term of ten years and expires in May 2025. As of June 25, 2016, there were 955,362 shares of Common Stock available for awards under the 2015 Plan. 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 conditions 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 awards and units that ultimately vest depend 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 (i) the market price of our Common Stock at the time of grant and, (ii) 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 three months ended June 25, 2016 and June 27, 2015, the total stock-based compensation expense from restricted Common Stock recognized in the financial statements was $0.3 million and $0.3 million, respectively. During the six months ended June 25, 2016 and June 27, 2015, the total stock-based compensation expense from restricted common stock recognized in the financial statements was $0.7 million and $0.5 million, respectively. There were no stock-based compensation costs capitalized. The following table summarizes activities related to restricted stock awards for the six months ended June 25, 2016: Weighted Average Grant Number Date Fair Value Nonvested balance at December 26, 2015 $ Granted — $ — Vested and released $ Forfeited $ Nonvested balance at June 25, 2016 $ As of June 25, 2016, the total unrecognized costs related to non-vested restricted stock awards was $0.1 million, which is expected to be recognized over a weighted average period of 0.9 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 six months ended June 25, 2016: Weighted Average Grant Number Date Fair Value Nonvested balance at December 26, 2015 $ Granted $ Vested and released $ Forfeited $ Nonvested balance at June 25, 2016 $ As of June 25, 2016, the total unrecognized costs related to non-vested restricted stock units was $3.4 million, which is expected to be recognized over a weighted average period of 2.2 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 $0.1 and $0.1 million for the three months ended June 25, 2016 and June 27, 2015, respectively. During the six months ended June 25, 2016 and June 27, 2015, stock-based compensation expense from stock options totaled $0.1 million and $0.2 million, respectively. There were no stock-based compensation costs capitalized. The following table summarizes stock option activity during the six months ended June 25, 2016: Aggregate Weighted Average Weighted Intrinsic Value Remaining Options Average (in-the-money Contractual Life Outstanding Exercise Price options) (in years) Outstanding at December 26, 2015 $ Granted — $ — Exercised $ Forfeited or expired $ Outstanding at June 25, 2016 $ $ As of June 25, 2016, the total unrecognized costs related to non-vested stock options granted were $0.3 million. We expect to recognize such costs in the financial statements over a weighted average period of 1.8 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 the closing price of $7.55 of our Common Stock as of June 25, 2016, 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 $1.5 million as of June 25, 2016 based on the exercise price and closing price of $7.55 of our Common Stock as of June 25, 2016. The following table summarizes information about stock options outstanding and exercisable at June 25, 2016: Weighted Average Remaining Weighted Weighted Contractual Average Average Range of Options Life Exercise Options Exercise Exercise Prices Outstanding (in years) Price Exercisable Price $ - $ $ $ $ - $ $ $ $ - $ $ $ $ - $ $ $ $ $ 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. |
Organization and Summary of S16
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 25, 2016 | |
Organization and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements for the quarter ended June 25, 2016 are unaudited and include the accounts of Inventure Foods and all of its wholly owned subsidiaries. All significant intercompany amounts and transactions have been eliminated. The condensed consolidated financial statements, including the December 26, 2015 consolidated balance sheet data which was derived from audited financial statements, have been prepared in accordance with the instructions for Quarterly Reports on Form 10-Q and, therefore, do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary in order to make the condensed consolidated financial statements not misleading. A description of our accounting policies and other financial information is included in the audited financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 26, 2015. The results of operations for the quarter ended June 25, 2016 are not necessarily indicative of the results expected for the full year. Changes to the classification of certain prior year amounts on the cash flow statement were made to reflect current year classification between deferred income taxes and change in other assets and liabilities. |
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 June 25, 2016 and December 26, 2015, 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 at the respective dates set forth below (in thousands): June 25, 2016 December 26, 2015 Non-qualified Non-qualified Deferred Earn-out Deferred Earn-out Compensation Contingent Compensation Contingent Plan Consideration Plan Consideration Balance Sheet Classification Investments Obligation Investments Obligation Other assets Level 1 $ — $ $ — Accrued liabilities Level 3 — — Other liabilities Level 3 — — $ $ $ $ Considerable judgment is required in interpreting market data to develop the estimate of fair value of our assets and liabilities. 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 TM in September 2014 and Willamette Valley Fruit Company in May 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 operations. 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. A summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 liabilities) for the six months ended June 25, 2016 is as follows (in thousands): Level 3 Balance at December 26, 2015 $ Earn-out compensation paid to Willamette Valley Fruit Company Earn-out compensation paid to Sin In A Tin Balance at June 25, 2016 $ |
Income Taxes | Income Taxes Income tax benefit was $0.3 million for the quarter ended June 25, 2016, compared to $1.2 million for the quarter ended June 27, 2015. Our effective tax rate was 49.1% and 37.5% for the quarters ended June 25, 2016 and June 27, 2015, respectively. Income tax benefit was $0.9 million for the six months ended June 25, 2016, compared to $9.4 million for the six months ended June 27, 2015. Our effective tax rate was 40.9% and 36.2% for the six months ended June 25, 2016 and June 27, 2015, respectively. |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per share is calculated by including all dilutive common shares, such as stock options and restricted stock. Unvested restricted stock grants that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, requires loss per share to be presented pursuant to the two-class method. However, the application of this method would have no effect on basic and diluted loss per common share and is therefore not presented. For the quarters and six months ended June 25, 2016 and June 27, 2015, diluted loss per share is the same as basic loss per share, as the inclusion of potentially issuable Common Stock would be antidilutive. Exercises of outstanding stock options are assumed to occur for purposes of calculating diluted earnings per share for periods in which their effect would not be antidilutive. Loss per common share was computed as follows for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands, except per share data): Quarter Ended Six Months Ended June 25, June 27, June 25, June 27, 2016 2015 2016 2015 Basic Loss Per Share: Net loss $ $ $ $ Weighted average number of common shares Loss per common share $ $ $ $ Diluted Loss Per Share: Net loss $ $ $ $ Weighted average number of common shares Incremental shares from assumed conversions of stock options and non-vested shares of restricted stock — — — — Adjusted weighted average number of common shares Loss per common share $ $ $ $ |
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. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to 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 May 2014, the FASB issued new guidance related to revenue recognition. This new standard will replace all current 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 2018 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. This 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. The adoption of the standard at the beginning of fiscal 2016 did not have an impact on our financial statements. In April 2015, the FASB issued an ASU to simplify the presentation of debt issuance costs. This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and is applied retrospectively. We adopted this ASU in the first quarter of fiscal 2016. The adoption of this ASU reduced our other assets and long-term debt, less current portion, by $5.8 million and $5.4 million as of June 25, 2016 and December 26, 2015 , respectively. In July 2015, the FASB issued an ASU to simplify the measurement of inventory. This ASU requires inventory to be subsequently measured using the lower of cost and net realizable value, thereby eliminating the market value approach. Net realizable value is defined as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.” This ASU is effective for reporting periods beginning after December 15, 2016 and is applied prospectively. Early adoption is permitted. We are evaluating the impact, if any, of adopting this guidance on our financial statements and disclosure. In September 2015, the FASB issued an ASU simplifying the accounting for measurement-period adjustments for business combinations. This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustments are identified, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. This ASU is effective for reporting periods beginning after December 15, 2015 and is applied prospectively. The adoption of this ASU had no impact on our financial statements. In November 2015, the FASB issued an ASU that simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities to be offset and presented as a single noncurrent amount on the balance sheet. This ASU is effective for reporting periods beginning after December 15, 2016 and is applied retrospectively. We do not expect the adoption of this guidance to have a material impact on our financial statements. In February 2016, the FASB issued new guidance related to accounting for leases. The new standard requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of key information about leasing arrangements. Accordingly, a lessee will recognize a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. Both the asset and liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. We are evaluating the impact, if any, of adopting this guidance on our financial statements and disclosure. In March 2016, the FASB issued an ASU intended to simplify various aspects of the accounting for share-based payments. Excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows upon the adoption of this ASU. Excess tax benefits are currently recorded in equity and as financing activity under the current rules. This guidance is effective for reporting periods beginning after December 15, 2016. We are evaluating the impact, if any, of adopting this guidance on our financial statements and disclosure |
Organization and Summary of S17
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Organization 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 at the respective dates set forth below (in thousands): June 25, 2016 December 26, 2015 Non-qualified Non-qualified Deferred Earn-out Deferred Earn-out Compensation Contingent Compensation Contingent Plan Consideration Plan Consideration Balance Sheet Classification Investments Obligation Investments Obligation Other assets Level 1 $ — $ $ — Accrued liabilities Level 3 — — Other liabilities Level 3 — — $ $ $ $ |
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 six months ended June 25, 2016 is as follows (in thousands): Level 3 Balance at December 26, 2015 $ Earn-out compensation paid to Willamette Valley Fruit Company Earn-out compensation paid to Sin In A Tin Balance at June 25, 2016 $ |
Schedules of basic and diluted earnings per common share | Loss per common share was computed as follows for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands, except per share data): Quarter Ended Six Months Ended June 25, June 27, June 25, June 27, 2016 2015 2016 2015 Basic Loss Per Share: Net loss $ $ $ $ Weighted average number of common shares Loss per common share $ $ $ $ Diluted Loss Per Share: Net loss $ $ $ $ Weighted average number of common shares Incremental shares from assumed conversions of stock options and non-vested shares of restricted stock — — — — Adjusted weighted average number of common shares Loss per common share $ $ $ $ |
Product Recall (Tables)
Product Recall (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Product Recall | |
Schedule of impacts in statement of operations attributable to the product recall | The impacts recorded in our consolidated statement of operations attributable to the recall for the quarter and six months ended June 27, 2015 are summarized as follows (in thousands): Quarter Ended Six Months Ended June 27, 2015 June 27, 2015 Net revenues $ — $ — Cost of revenues (1) Gross profit Operating expenses: Selling, general and administrative expenses (2) Impairment of intangible asset (3) — Operating loss Interest expense, net — — Loss before income taxes Income tax benefit Net loss $ $ (1) Additional cost of revenues represents the provision for the write-down of inventory on hand and for additional costs estimated to be incurred related to the recall, including product expected to be returned from customers and consumers. During the quarter and six months ended June 27, 2015, the Company incurred approximately $1.1 million of incremental production costs as a result of utilizing co-packers inventory. (2) Additional selling, general and administrative costs consists of approximately $1.5 million of professional fees associated with the recall and $0.2 million to record additional accounts receivable reserves which was recorded in the first quarter of fiscal 2015 but reversed in the second quarter of fiscal 2015 . (3) Amount reflects a $9.3 million impairment charge recorded to write-off the carrying value of the Fresh Frozen customer relationships intangible asset. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Inventories | |
Schedule of inventories | Inventories consisted of the following as of June 25, 2016 and December 26, 2015 (in thousands): June 25, December 26, 2016 2015 Finished goods $ $ Raw materials Inventories $ $ |
Goodwill, Trademarks and Othe20
Goodwill, Trademarks and Other Intangibles (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
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 June 25, 2016 and December 26, 2015 (in thousands) : Estimated June 25, December 26, Useful Life 2016 2015 Goodwill: Inventure Foods $ $ Rader Farms Willamette Valley Fruit Company Fresh Frozen Foods Sin In A Tin Goodwill $ $ Trademarks: Inventure Foods $ $ Rader Farms Willamette Valley Fruit Company Fresh Frozen Foods Sin In A Tin Other intangibles: Rader Farms - Customer relationship, gross carrying amount 10 years Rader Farms - Customer relationship, accum. amortization Willamette Valley Fruit Company - Customer relationship, gross carrying amount 10 years Willamette Valley Fruit Company - Customer relationship, accum. amortization Trademarks and other intangibles, net $ $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Accrued Liabilities | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following as of June 25, 2016 and December 26, 2015 (in thousands): June 25, December 26, 2016 2015 Accrued payroll and payroll taxes $ $ Accrued royalties and commissions Accrued advertising and promotion Accrued berry purchase payments Accrued other Accrued liabilities $ $ |
Term Debt and Line of Credit (T
Term Debt and Line of Credit (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Term Debt and Line of Credit | |
Schedule term debt | Term debt consisted of the following as of June 25, 2016 and December 26, 2015 (in thousands): June 25, December 26, 2016 2015 Term loan credit facility through November 2020 $ Equipment term loan, Goodyear, Arizona, due monthly through April 2021 Equipment term loan, Rader Farms, due monthly through August 2019 Equipment term loan, Willamette Valley Fruit Company, due monthly through August 2019 Capital lease obligations, primarily due September 2017 Long-term debt Less: deferred financing fees, net Less: current portion of long-term debt Long-term debt, less current portion $ $ |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Business Segments | |
Schedule of information by reportable segments | The following table present information about our reportable segments for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands): Frozen Snack Products Products Consolidated Quarter Ended June 25, 2016 Net revenues from external customers $ $ $ Depreciation and amortization included in segment gross profit Segment gross profit Quarter Ended June 27, 2015 Net revenues from external customers $ $ $ Depreciation and amortization included in segment gross profit Segment gross profit Six Months Ended June 25, 2016 Net revenues from external customers $ $ $ Depreciation and amortization included in segment gross profit Segment gross profit Six Months Ended June 27, 2015 Net revenues from external customers $ $ $ Depreciation and amortization included in segment gross profit Segment gross profit |
Schedule of reconciliation of reportable segment gross profit to consolidated income before income tax provision | The following table reconciles reportable segment gross profit to our consolidated loss before income taxes for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands): Quarter Ended Six Months Ended June 25, June 27, June 25, June 27, 2016 2015 2016 2015 Segment gross profit $ $ $ $ Unallocated amounts: Operating expenses Interest expense, net Loss before income tax provision $ $ $ $ |
Schedule of revenues for each group of similar products within reportable segments | The table below presents information about revenues for each group of similar products within our reportable segments for the quarters and six months ended June 25, 2016 and June 27, 2015 (in thousands): Quarter Ended June 25, 2016 Quarter Ended June 27, 2015 % of Net % of Net Net Revenue Revenues Net Revenue Revenues Frozen Products: Berries, beverages, blends and desserts $ % $ % Vegetables % % Total frozen % % Snack Products: Indulgent specialty snacks (1) % % Healthy/natural snacks (2) % % Total snack % % Consolidated $ % $ % Six Months Ended June 25, 2016 Six Months Ended June 27, 2015 % of Net % of Net Net Revenue Revenues Net Revenue Revenues Frozen Products: Berries, beverages, blends and desserts $ % $ % Vegetables % % Total frozen % % Snack Products: Indulgent specialty snacks (1) % % Healthy/natural snacks (2) % % Total snack % % Consolidated $ % $ % (1) Indulgent specialty snacks includes T.G.I. Friday’s® brand snacks under license from 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® brand kettle cooked potato chips, Bob’s Texas Style® brand kettle cooked chips, and Tato Skins® brand potato snacks. Healthy/natural snacks includes Boulder Canyon® brand kettle cooked potato chips, other snack and food items and private label healthy/natural snacks. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Stockholders' Equity | |
Schedule of restricted share awards activity | Weighted Average Grant Number Date Fair Value Nonvested balance at December 26, 2015 $ Granted — $ — Vested and released $ Forfeited $ Nonvested balance at June 25, 2016 $ |
Summary of restricted stock units activity | Weighted Average Grant Number Date Fair Value Nonvested balance at December 26, 2015 $ Granted $ Vested and released $ Forfeited $ Nonvested balance at June 25, 2016 $ |
Summary of stock option activity | Aggregate Weighted Average Weighted Intrinsic Value Remaining Options Average (in-the-money Contractual Life Outstanding Exercise Price options) (in years) Outstanding at December 26, 2015 $ Granted — $ — Exercised $ Forfeited or expired $ Outstanding at June 25, 2016 $ $ |
Summary of stock options outstanding and exercisable | Weighted Average Remaining Weighted Weighted Contractual Average Average Range of Options Life Exercise Options Exercise Exercise Prices Outstanding (in years) Price Exercisable Price $ - $ $ $ $ - $ $ $ $ - $ $ $ $ - $ $ $ $ $ |
Operations and Summary of Signi
Operations and Summary of Significant Accounting Policies (Details) $ in Millions | 6 Months Ended | |||
Jun. 25, 2016segmentlocation | Jun. 25, 2016itemlocation | Jun. 25, 2016productlocation | Dec. 26, 2015USD ($) | |
Organization Consolidation and Summary of Significant Accounting Policies | ||||
Minimum annual net revenues | $ | $ 282 | |||
Number of product categories | product | 2 | |||
Number of reporting units | 2 | 2 | ||
Number of locations in which manufacturing facilities are operated | location | 9 | 9 | 9 |
Organization and Summary of S26
Organization and Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | Dec. 26, 2015 | |
Liabilities: | |||||
Earn-out contingent consideration obligation | $ (1,532) | $ (1,532) | $ (1,875) | ||
Assets: | |||||
Non-qualified Deferred Compensation Plan Investments | 591 | 591 | 564 | ||
Income Taxes | |||||
Income tax benefit | $ 268 | $ 1,169 | $ 898 | $ 9,393 | |
Effective tax rate (as a percent) | 49.10% | 37.50% | 40.90% | 36.20% | |
Fair Value, Inputs, Level 1 | Other Assets | |||||
Assets: | |||||
Non-qualified Deferred Compensation Plan Investments | $ 591 | $ 591 | 564 | ||
Fair Value, Inputs, Level 3 | Accrued Liabilities | |||||
Liabilities: | |||||
Earn-out contingent consideration obligation | (263) | (263) | (376) | ||
Fair Value, Inputs, Level 3 | Other Liabilities | |||||
Liabilities: | |||||
Earn-out contingent consideration obligation | $ (1,269) | $ (1,269) | $ (1,499) |
Organization and Summary of S27
Organization and Summary of Significant Accounting Policies - Fair Value Unobservable Inputs (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2016 | Dec. 26, 2015 | |
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | ||
Contingent consideration | $ 1,532 | $ 1,875 |
Earn out Compensation due | ||
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | ||
Balance at beginning of period | 1,875 | |
Balance at end of period | 1,532 | |
Earn out Compensation due | Willamette Valley Fruit Company | ||
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | ||
Earn-out compensation paid | (340) | |
Earn out Compensation due | Sin In A Tin | ||
Fair value of the measurements using unobservable inputs (Level 3 Liabilities) | ||
Earn-out compensation paid | $ (3) |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies - Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Basic Earnings (Loss) Per Share: | ||||
Net loss | $ (278) | $ (1,951) | $ (1,296) | $ (16,586) |
Weighted average number of common shares | 19,628 | 19,566 | 19,616 | 19,574 |
Earnings per common share (in dollars per share) | $ (0.01) | $ (0.10) | $ (0.07) | $ (0.85) |
Diluted Earnings (Loss) Per Share: | ||||
Net income | $ (278) | $ (1,951) | $ (1,296) | $ (16,586) |
Weighted average number of common shares | 19,628 | 19,566 | 19,616 | 19,574 |
Adjusted weighted average number of common shares | 19,628 | 19,566 | 19,616 | 19,574 |
Earnings per common share (in dollars per share) | $ (0.01) | $ (0.10) | $ (0.07) | $ (0.85) |
Organization and Summary of S29
Organization and Summary of Significant Accounting Policies - Stock-based Compensations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2016 | Dec. 26, 2015 | |
New Accounting Pronouncement or Change in Accounting Principle, Retrospective Adjustments | ||
Other assets | $ 1,186 | $ 962 |
Long term debt | 82,803 | 83,300 |
Accounting Standards Update ("ASU") 2015-03 - Simplifying the Presentation of Debt Issuance Costs | Retrospective early adoption | ||
New Accounting Pronouncement or Change in Accounting Principle, Retrospective Adjustments | ||
Other assets | (5,800) | (5,400) |
Long term debt | $ (5,800) | $ (5,400) |
Restricted Stock | Minimum | ||
New Accounting Pronouncement or Change in Accounting Principle, Retrospective Adjustments | ||
Requisite period of the award over which stock based compensation award expenses are recognized | 1 year | |
Restricted Stock | Maximum | ||
New Accounting Pronouncement or Change in Accounting Principle, Retrospective Adjustments | ||
Requisite period of the award over which stock based compensation award expenses are recognized | 5 years |
Product Recall (Details)
Product Recall (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 25, 2016 | Jun. 27, 2015 | Mar. 28, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Net revenues | $ 69,263 | $ 66,422 | $ 139,118 | $ 144,029 | |
Cost of revenues | 58,996 | 58,397 | 120,034 | 139,704 | |
Gross profit | 10,267 | 8,025 | 19,084 | 4,325 | |
Operating expenses | |||||
Selling, general and administrative expenses | 8,493 | 10,217 | 16,602 | 19,369 | |
Impairment of intangible asset | 9,277 | ||||
Operating loss | 1,774 | (2,192) | 2,482 | (24,321) | |
Loss before income taxes | (546) | (3,120) | (2,194) | (25,979) | |
Income tax benefit | 268 | 1,169 | 898 | 9,393 | |
Net loss (loss) | $ (278) | (1,951) | $ (1,296) | (16,586) | |
Voluntary Product Recall | |||||
Cost of revenues | 1,127 | 16,387 | |||
Gross profit | (1,127) | (16,387) | |||
Operating expenses | |||||
Selling, general and administrative expenses | 1,267 | 1,500 | |||
Impairment of intangible asset | 9,277 | ||||
Operating loss | (2,394) | (27,164) | |||
Loss before income taxes | (2,394) | (27,164) | |||
Income tax benefit | 897 | 9,812 | |||
Net loss (loss) | (1,497) | (17,352) | |||
Additional product recall costs for account receivable reserves | $ (200) | $ 200 | |||
Incremental production costs due to utilizing co-packers | 1,100 | ||||
Customer Relationships | Voluntary Product Recall | |||||
Operating expenses | |||||
Impairment of intangible asset | $ 9,300 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
Inventories | ||
Finished goods | $ 29,009 | $ 32,731 |
Raw materials | 42,208 | 49,076 |
Total inventories | $ 71,217 | $ 81,807 |
Goodwill, Trademarks and Othe32
Goodwill, Trademarks and Other Intangibles (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | Dec. 26, 2015 | |
Goodwill, trademarks and other intangible assets | |||||
Goodwill | $ 23,286,000 | $ 23,286,000 | $ 23,286,000 | ||
Other intangibles: | |||||
Total trademarks and other intangibles, net | 14,553,000 | 14,553,000 | 14,718,000 | ||
Amortization expense related to intangibles | 83,000 | $ 82,000 | 165,000 | $ 383,000 | |
Impairment of intangible asset | 9,277,000 | ||||
Inventure Foods | |||||
Goodwill, trademarks and other intangible assets | |||||
Goodwill | 5,986,000 | 5,986,000 | 5,986,000 | ||
Inventure Foods | Trademarks | |||||
Goodwill, trademarks and other intangible assets | |||||
Trademarks | 896,000 | 896,000 | 896,000 | ||
Rader Farms | |||||
Goodwill, trademarks and other intangible assets | |||||
Goodwill | 5,630,000 | $ 5,630,000 | 5,630,000 | ||
Rader Farms | Customer Relationships | |||||
Other intangibles: | |||||
Estimated useful life | 10 years | ||||
Intangible assets, gross | 100,000 | $ 100,000 | 100,000 | ||
Accumulated amortization | (91,000) | (91,000) | (86,000) | ||
Rader Farms | Trademarks | |||||
Goodwill, trademarks and other intangible assets | |||||
Trademarks | 1,070,000 | 1,070,000 | 1,070,000 | ||
Willamette Valley Fruit Company | |||||
Goodwill, trademarks and other intangible assets | |||||
Goodwill | 3,147,000 | $ 3,147,000 | 3,147,000 | ||
Willamette Valley Fruit Company | Customer Relationships | |||||
Other intangibles: | |||||
Estimated useful life | 10 years | ||||
Intangible assets, gross | 3,200,000 | $ 3,200,000 | 3,200,000 | ||
Accumulated amortization | (960,000) | (960,000) | (800,000) | ||
Willamette Valley Fruit Company | Trademarks | |||||
Goodwill, trademarks and other intangible assets | |||||
Trademarks | 740,000 | 740,000 | 740,000 | ||
Fresh Frozen Foods | |||||
Goodwill, trademarks and other intangible assets | |||||
Goodwill | 8,301,000 | 8,301,000 | 8,301,000 | ||
Fresh Frozen Foods | Customer Relationships | |||||
Other intangibles: | |||||
Impairment of intangible asset | $ 9,300,000 | ||||
Fresh Frozen Foods | Trademarks | |||||
Goodwill, trademarks and other intangible assets | |||||
Trademarks | 9,475,000 | 9,475,000 | 9,475,000 | ||
Sin In A Tin | |||||
Goodwill, trademarks and other intangible assets | |||||
Goodwill | 222,000 | 222,000 | 222,000 | ||
Sin In A Tin | Trademarks | |||||
Goodwill, trademarks and other intangible assets | |||||
Trademarks | $ 123,000 | $ 123,000 | $ 123,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
Accrued Liabilities | ||
Accrued payroll and payroll taxes | $ 2,108 | $ 1,114 |
Accrued royalties and commissions | 1,010 | 1,081 |
Accrued advertising and promotion | 844 | 820 |
Accrued berry purchase payments | 5,013 | 3,096 |
Accrued other | 2,722 | 2,518 |
Total accrued liabilities | $ 11,697 | $ 8,629 |
Term Debt and Line of Credit (D
Term Debt and Line of Credit (Details) $ in Thousands | May 31, 2016 | Nov. 18, 2015USD ($) | Sep. 15, 2014 | Jun. 25, 2016USD ($) | Jun. 27, 2015USD ($) | Jun. 25, 2016USD ($) | Jun. 27, 2015USD ($) | Dec. 26, 2015USD ($) | Aug. 29, 2015USD ($) | Aug. 30, 2014USD ($)location |
Long-term debt and line of credit | ||||||||||
Long-term debt | $ 90,987 | $ 90,987 | $ 90,539 | |||||||
Less deferred financing fees, net | (5,777) | (5,777) | (5,413) | |||||||
Less current portion of long-term debt | (2,407) | (2,407) | (1,826) | |||||||
Long-term debt, less current portion | 82,803 | 82,803 | 83,300 | |||||||
Outstanding credit facility | 22,690 | 22,690 | 25,951 | |||||||
Net interest expense | ||||||||||
Interest expense, net | (2,320) | $ (928) | (4,676) | $ (1,658) | ||||||
Senior Secured Term Loan Due Quarterly Through November 2020 | ||||||||||
Long-term debt and line of credit | ||||||||||
Long-term debt | 84,788 | 84,788 | 85,000 | |||||||
Equipment Term Loan, Goodyear, Due Monthly Through March 2021 | ||||||||||
Long-term debt and line of credit | ||||||||||
Long-term debt | 3,152 | 3,152 | 2,055 | |||||||
Equipment Term Loan For Rader Farms Facilities Due Monthly Through August 2019 | ||||||||||
Long-term debt and line of credit | ||||||||||
Long-term debt | 1,719 | 1,719 | 1,972 | |||||||
Equipment Term Loan For Willamette Valley Fruit Company Due Monthly Through August 2019 | ||||||||||
Long-term debt and line of credit | ||||||||||
Long-term debt | 1,276 | 1,276 | 1,464 | |||||||
Capital lease obligations, primarily due September 2017 | ||||||||||
Long-term debt and line of credit | ||||||||||
Long-term debt | 52 | $ 52 | $ 48 | |||||||
Wells Fargo Bank National Association And Other Lenders Party | ||||||||||
Long-term debt and line of credit | ||||||||||
Debt instrument term | 5 years | 5 years | ||||||||
Maximum borrowing capacity | $ 50,000 | 50,000 | $ 50,000 | |||||||
Amount increase of maximum borrowing capacity | $ 10,000 | 10,000 | 10,000 | |||||||
Outstanding credit facility | 22,700 | 22,700 | ||||||||
Capacity borrowing availability | 22,500 | $ 22,500 | ||||||||
BSP Agency, LLC, a Delaware limited liability company | Senior Secured Term Loan Due Quarterly Through November 2020 | ||||||||||
Long-term debt and line of credit | ||||||||||
Debt instrument term | 5 years | 5 years | ||||||||
Amount increase of maximum borrowing capacity | $ 25,000 | $ 25,000 | $ 25,000 | |||||||
BSP Agency, LLC, a Delaware limited liability company | Senior Secured Term Loan Due Quarterly Through November 2020 | Base Rate | ||||||||||
Long-term debt and line of credit | ||||||||||
Variable rate basis | base rate | base rate | ||||||||
BSP Agency, LLC, a Delaware limited liability company | Senior Secured Term Loan Due Quarterly Through November 2020 | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Long-term debt and line of credit | ||||||||||
Variable rate basis | LIBOR | LIBOR | ||||||||
Banc of America Leasing and Capital LLC | ||||||||||
Net interest expense | ||||||||||
Number of manufacturing facilities containing equipment used to secure credit | location | 2 | |||||||||
Banc of America Leasing and Capital LLC | Equipment Term Loan, Goodyear, Due Monthly Through March 2021 | ||||||||||
Long-term debt and line of credit | ||||||||||
Debt instrument term | 60 months | |||||||||
Stated interest rate (as a percent) | 3.07% | 3.07% | 3.07% | |||||||
Banc of America Leasing and Capital LLC | Equipment Term Loan, Goodyear, Due Monthly Through March 2021 | Maximum | ||||||||||
Long-term debt and line of credit | ||||||||||
Term loan amount | $ 3,100 | |||||||||
Banc of America Leasing and Capital LLC | Equipment Term Loan For Rader Farms Facilities Due Monthly Through August 2019 | ||||||||||
Long-term debt and line of credit | ||||||||||
Term loan amount | $ 2,600 | |||||||||
Debt instrument term | 60 months | |||||||||
Stated interest rate (as a percent) | 2.35% | 2.35% | 2.35% | |||||||
Banc of America Leasing and Capital LLC | Equipment Term Loan For Willamette Valley Fruit Company Due Monthly Through August 2019 | ||||||||||
Long-term debt and line of credit | ||||||||||
Term loan amount | $ 1,900 | |||||||||
Debt instrument term | 60 months | |||||||||
Stated interest rate (as a percent) | 2.35% | 2.35% | 2.35% |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 25, 2016USD ($) | Jun. 27, 2015USD ($) | Jun. 25, 2016segment | Jun. 25, 2016item | Jun. 25, 2016 | Jun. 25, 2016USD ($) | Jun. 27, 2015USD ($) | |
Business segments revenue by products | |||||||
Number of reportable segments | 2 | 2 | |||||
Net revenues from external customers | $ 69,263 | $ 66,422 | $ 139,118 | $ 144,029 | |||
Depreciation and amortization included in segment gross profit | 1,137 | 1,170 | 2,229 | 2,332 | |||
Segment gross profit | 10,267 | 8,025 | 19,084 | 4,325 | |||
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | |||||||
Segment gross profit | 10,267 | 8,025 | 19,084 | 4,325 | |||
Operating expenses | (8,493) | (10,217) | (16,602) | (28,646) | |||
Impairment of intangible asset | 9,277 | ||||||
Interest expense, net | (2,320) | (928) | (4,676) | (1,658) | |||
Loss before income taxes expense | (546) | (3,120) | (2,194) | (25,979) | |||
Frozen Products | |||||||
Business segments revenue by products | |||||||
Net revenues from external customers | $ 41,779 | $ 34,900 | 86,749 | $ 86,249 | |||
Percentage of net revenue | 60.30% | 52.60% | 62.40% | 59.90% | |||
Depreciation and amortization included in segment gross profit | $ 603 | $ 569 | 1,188 | $ 1,125 | |||
Segment gross profit | 4,848 | 2,592 | 9,169 | (4,897) | |||
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | |||||||
Segment gross profit | 4,848 | 2,592 | 9,169 | (4,897) | |||
Snack Products | |||||||
Business segments revenue by products | |||||||
Net revenues from external customers | $ 27,484 | $ 31,522 | 52,369 | $ 57,780 | |||
Percentage of net revenue | 39.70% | 47.40% | 37.60% | 40.10% | |||
Depreciation and amortization included in segment gross profit | $ 534 | $ 601 | 1,041 | $ 1,207 | |||
Segment gross profit | 5,419 | 5,433 | 9,915 | 9,222 | |||
Reconciliation of reportable segment gross profit to consolidated income before income tax provision | |||||||
Segment gross profit | 5,419 | 5,433 | 9,915 | 9,222 | |||
Berries Beverage Blends and Desserts Product | Frozen Products | |||||||
Business segments revenue by products | |||||||
Net revenues from external customers | $ 30,312 | $ 29,038 | 62,608 | $ 64,376 | |||
Percentage of net revenue | 43.70% | 43.80% | 45.00% | 44.70% | |||
Vegetables Product | Frozen Products | |||||||
Business segments revenue by products | |||||||
Net revenues from external customers | $ 11,467 | $ 5,862 | 24,141 | $ 21,873 | |||
Percentage of net revenue | 16.60% | 8.80% | 17.40% | 15.20% | |||
Indulgent Specialty Snacks Product | Snack Products | |||||||
Business segments revenue by products | |||||||
Net revenues from external customers | $ 9,872 | $ 12,107 | 19,799 | $ 23,657 | |||
Percentage of net revenue | 14.30% | 18.20% | 14.20% | 16.40% | |||
Healthy And Natural Food Product | |||||||
Business segments revenue by products | |||||||
Net revenues from external customers | $ 59,400 | $ 54,300 | 119,300 | $ 120,300 | |||
Healthy Natural Snacks Product | Snack Products | |||||||
Business segments revenue by products | |||||||
Net revenues from external customers | $ 17,612 | $ 19,415 | 32,570 | $ 34,123 | |||
Percentage of net revenue | 25.40% | 29.20% | 23.40% | 23.70% | |||
Consolidated | |||||||
Business segments revenue by products | |||||||
Net revenues from external customers | $ 69,263 | $ 66,422 | $ 139,118 | $ 144,029 | |||
Percentage of net revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | Dec. 26, 2015 | |
Equity Incentive 2015 Plan | |||||
Weighted Average Grant Date Fair Value Per Share | |||||
Number of shares available for awards | 955,362 | 955,362 | |||
Expiration term of awards | 10 years | ||||
Equity Incentive 2015 Plan | Maximum | |||||
Weighted Average Grant Date Fair Value Per Share | |||||
Number of shares authorized | 1,400,560 | ||||
Number of additional shares available for future issuance | 250,000 | ||||
Restricted Stock | |||||
Number of Shares | |||||
Nonvested at the beginning of the period (in shares) | 88,166 | ||||
Vested, including shares withheld to cover taxes (in shares) | (61,163) | ||||
Forfeited (in shares) | (18,670) | ||||
Nonvested at the end of the period (in shares) | 8,333 | 8,333 | 88,166 | ||
Weighted Average Grant Date Fair Value Per Share | |||||
Nonvested at the beginning of the period (in dollars per share) | $ 8.25 | ||||
Vested, including shares withheld to cover taxes (in dollars per share) | 7.96 | ||||
Forfeited (in dollars per share) | 7.20 | ||||
Nonvested at the end of the period (in dollars per share) | $ 12.78 | $ 12.78 | $ 8.25 | ||
Additional disclosures | |||||
Unrecognized costs related to non-vested stock awards granted | $ 100,000 | $ 100,000 | |||
Weighted average period for recognition of unrecognized compensation costs | 10 months 24 days | ||||
Restricted Stock | Minimum | |||||
Shareholders equity | |||||
Vesting period | 1 year | ||||
Restricted Stock | Maximum | |||||
Shareholders equity | |||||
Vesting period | 5 years | ||||
Restricted Stock Units RSU | |||||
Number of Shares | |||||
Nonvested at the beginning of the period (in shares) | 302,113 | ||||
Granted (in shares) | 328,368 | ||||
Vested, including shares withheld to cover taxes (in shares) | (76,614) | ||||
Forfeited (in shares) | (10,188) | ||||
Nonvested at the end of the period (in shares) | 543,679 | 543,679 | 302,113 | ||
Weighted Average Grant Date Fair Value Per Share | |||||
Nonvested at the beginning of the period (in dollars per share) | $ 10.40 | ||||
Granted (in dollars per share) | 7.09 | ||||
Vested, including shares withheld to cover taxes (in dollars per share) | 10.26 | ||||
Forfeited (in dollars per share) | 11.18 | ||||
Nonvested at the end of the period (in dollars per share) | $ 8.40 | $ 8.40 | $ 10.40 | ||
Additional disclosures | |||||
Unrecognized costs related to non-vested stock awards granted | $ 3,400,000 | $ 3,400,000 | |||
Weighted average period for recognition of unrecognized compensation costs | 2 years 2 months 12 days | ||||
Restricted Stock Units RSU | Employees | Minimum | |||||
Shareholders equity | |||||
Vesting period | 3 years | ||||
Restricted Stock Units RSU | Employees | Maximum | |||||
Shareholders equity | |||||
Vesting period | 5 years | ||||
restricted stock awards and units | |||||
Additional disclosures | |||||
Stock-based compensation expense | $ 300,000 | $ 300,000 | $ 700,000 | $ 500,000 | |
Stock-based compensation costs which were capitalized | $ 0 | ||||
restricted stock awards and units | Officers | |||||
Shareholders equity | |||||
Vesting period | 3 years | ||||
restricted stock awards and units | Directors | |||||
Shareholders equity | |||||
Vesting period | 1 year | ||||
Stock Options | |||||
Options Outstanding | |||||
Outstanding at the beginning of the period (in shares) | 644,602 | ||||
Forfeited or expired (in shares) | (39,000) | ||||
Exercised (in shares) | (38,000) | ||||
Outstanding at the end of the period (in shares) | 567,602 | 567,602 | 644,602 | ||
Weighted Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 5.30 | ||||
Forfeited or expired (in dollars per share) | 6.67 | ||||
Exercised (in dollars per share) | 4.92 | ||||
Outstanding at the end of the period (in dollars per share) | $ 5.23 | $ 5.23 | $ 5.30 | ||
Aggregate Intrinsic Value (in-the-money option) | |||||
Intrinsic value related to options outstanding | $ 1,574,972 | $ 1,574,972 | |||
Closing stock price (in dollars per share) | $ 7.55 | $ 7.55 | |||
Intrinsic value related to vested options outstanding | $ 1,500,000 | $ 1,500,000 | |||
Weighted Average Remaining Contractual Life | |||||
Weighted Average Remaining Contractual Life | 4 years 11 months 1 day | ||||
Additional disclosures | |||||
Stock-based compensation expense | 100,000 | $ 100,000 | $ 100,000 | $ 200,000 | |
Unrecognized costs related to non-vested stock options awards granted | $ 300,000 | $ 300,000 | |||
Weighted average period for recognition of unrecognized compensation costs | 1 year 9 months 18 days | ||||
Stock Options Prior to May 2008 | |||||
Weighted Average Grant Date Fair Value Per Share | |||||
Expiration term of awards | 5 years | ||||
Stock Options Prior to May 2008 | Employees | |||||
Shareholders equity | |||||
Amortization period for fair value of stock options granted (in years) | 5 years | ||||
Stock Options Prior to May 2008 | Directors | |||||
Shareholders equity | |||||
Amortization period for fair value of stock options granted (in years) | 1 year | ||||
Stock Options after May 2008 | |||||
Weighted Average Grant Date Fair Value Per Share | |||||
Expiration term of awards | 10 years | ||||
Stock Options after May 2008 | Employees | |||||
Shareholders equity | |||||
Vesting period | 5 years | ||||
Stock Options after May 2008 | Directors | |||||
Shareholders equity | |||||
Vesting period | 1 year |
Stockholders' Equity - Exercise
Stockholders' Equity - Exercise Price (Details) | 6 Months Ended |
Jun. 25, 2016USD ($)$ / sharesshares | |
Shareholders' Equity | |
Options Outstanding (in shares) | shares | 567,602 |
Weighted Average Remaining Contractual Life | 4 years 10 months 24 days |
Weighted Average Exercise Price (in dollars per share) | $ 5.23 |
Options Exercisable (in shares) | shares | 486,102 |
Weighted Average Exercise Price (in dollars per share) | $ 4.75 |
Stock Options | |
Intrinsic value | |
Intrinsic value related to options outstanding | $ | $ 1,574,972 |
Intrinsic value related to vested options outstanding | $ | $ 1,500,000 |
Closing stock price (in dollars per share) | $ 7.55 |
Stock Options | Exercise Price Range From Dollars 1.70 to Dollars 3.20 | |
Shareholders' Equity | |
Exercise price, low end of range (in dollars per share) | 1.70 |
Exercise price, high end of range (in dollars per share) | $ 2.40 |
Options Outstanding (in shares) | shares | 173,600 |
Weighted Average Remaining Contractual Life | 2 years 4 months 24 days |
Weighted Average Exercise Price (in dollars per share) | $ 1.88 |
Options Exercisable (in shares) | shares | 173,600 |
Weighted Average Exercise Price (in dollars per share) | $ 1.88 |
Stock Options | Exercise Price Range From Dollars 3.44 to Dollars 6.55 | |
Shareholders' Equity | |
Exercise price, low end of range (in dollars per share) | 3.44 |
Exercise price, high end of range (in dollars per share) | $ 6.55 |
Options Outstanding (in shares) | shares | 218,550 |
Weighted Average Remaining Contractual Life | 5 years 1 month 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 5.04 |
Options Exercisable (in shares) | shares | 198,250 |
Weighted Average Exercise Price (in dollars per share) | $ 4.88 |
Stock Options | Exercise Price Range From Dollars 7.21 to Dollars 12.78 | |
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) | shares | 153,800 |
Weighted Average Remaining Contractual Life | 7 years |
Weighted Average Exercise Price (in dollars per share) | $ 8.17 |
Options Exercisable (in shares) | shares | 92,600 |
Weighted Average Exercise Price (in dollars per share) | $ 7.89 |
Stock Options | Exercise Price Range From Dollars 13.21 to Dollars 13.21 | |
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) | shares | 21,652 |
Weighted Average Remaining Contractual Life | 8 years |
Weighted Average Exercise Price (in dollars per share) | $ 13.21 |
Options Exercisable (in shares) | shares | 21,652 |
Weighted Average Exercise Price (in dollars per share) | $ 13.21 |