Document and Entity Information
Document and Entity Information - shares | 4 Months Ended | |
Apr. 22, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 22, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | FLO | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NYSE | |
Entity Registrant Name | FLOWERS FOODS, INC | |
Entity Central Index Key | 0001128928 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-16247 | |
Entity Tax Identification Number | 58-2582379 | |
Entity Address, Address Line One | 1919 FLOWERS CIRCLE | |
Entity Address, City or Town | THOMASVILLE | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 31757 | |
City Area Code | 229 | |
Local Phone Number | 226-9110 | |
Entity Incorporation, State or Country Code | 2Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 211,846,490 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 27,720 | $ 165,134 |
Accounts and notes receivable, net of allowances of $21,582 and $18,754, respectively | 371,782 | 349,477 |
Inventories, net: | ||
Raw materials | 75,514 | 71,058 |
Packaging materials | 31,595 | 28,202 |
Finished goods | 78,232 | 69,437 |
Inventories, net | 185,341 | 168,697 |
Spare parts and supplies | 79,226 | 73,614 |
Other | 51,784 | 48,018 |
Total current assets | 715,853 | 804,940 |
Property, plant and equipment: | ||
Property, plant and equipment | 2,438,226 | 2,296,721 |
Less: accumulated depreciation | (1,479,039) | (1,447,396) |
Property, plant and equipment, net | 959,187 | 849,325 |
Financing lease right-of-use assets | 1,260 | 1,778 |
Operating lease right-of-use assets | 275,826 | 273,436 |
Notes receivable from independent distributor partners | 134,066 | 136,882 |
Assets held for sale | 14,072 | 12,493 |
Other assets | 23,070 | 24,515 |
Goodwill | 676,274 | 545,244 |
Other intangible assets, net | 682,259 | 664,381 |
Total assets | 3,481,867 | 3,312,994 |
Current liabilities: | ||
Current maturities of financing leases | 1,232 | 1,779 |
Current maturities of operating leases | 49,606 | 43,990 |
Accounts payable | 343,154 | 343,380 |
Other accrued liabilities | 148,127 | 175,276 |
Total current liabilities | 542,119 | 564,425 |
Noncurrent long-term debt | 1,063,242 | 891,842 |
Noncurrent financing lease obligations | 70 | 116 |
Noncurrent operating lease obligations | 236,921 | 236,977 |
Total long-term debt and right-of-use lease liabilities | 1,300,233 | 1,128,935 |
Other liabilities: | ||
Postretirement/post-employment obligations | 5,801 | 5,814 |
Deferred taxes | 135,979 | 134,832 |
Other long-term liabilities | 36,143 | 35,698 |
Total other long-term liabilities | 177,923 | 176,344 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Common stock — $.01 stated par value and $.001 current par value, 500,000,000 authorized shares and 228,729,585 shares issued | 199 | 199 |
Treasury stock -- 16,895,489 shares and 17,595,619 shares, respectively | (247,953) | (252,613) |
Capital in excess of par value | 684,154 | 689,959 |
Retained earnings | 1,025,881 | 1,004,271 |
Accumulated other comprehensive income | (689) | 1,474 |
Total stockholders’ equity | 1,461,592 | 1,443,290 |
Total liabilities and stockholders’ equity | 3,481,867 | 3,312,994 |
Series A Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock, value | ||
Series B Preferred Stock | ||
Stockholders’ equity: | ||
Preferred Stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Accounts and notes receivable, allowances | $ 21,582 | $ 18,754 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, current par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, shares issued | 228,729,585 | 228,729,585 |
Treasury stock, shares | 16,895,489 | 17,595,619 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 100 | $ 100 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 0 | 0 |
Series B Preferred Stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Income Statement [Abstract] | ||
Sales | $ 1,534,493 | $ 1,435,932 |
Materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately below) | 800,852 | 724,592 |
Selling, distribution and administrative expenses | 591,943 | 554,952 |
Depreciation and amortization | 43,735 | 43,423 |
Impairment of assets | 990 | |
Restructuring charges | 4,195 | |
Income from operations | 93,768 | 111,975 |
Interest expense | 10,837 | 8,858 |
Interest income | (6,951) | (6,757) |
Other components of net periodic pension and postretirement benefit plans credit | (83) | (238) |
Income before income taxes | 89,965 | 110,112 |
Income tax expense | 19,255 | 24,523 |
Net income | $ 70,710 | $ 85,589 |
Basic: | ||
Net income per common share | $ 0.33 | $ 0.40 |
Weighted average shares outstanding | 211,769 | 211,999 |
Diluted: | ||
Net income per common share | $ 0.33 | $ 0.40 |
Weighted average shares outstanding | 213,397 | 213,314 |
Cash dividends paid per common share | $ 0.2200 | $ 0.2100 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 70,710 | $ 85,589 |
Pension and postretirement plans: | ||
Amortization of prior service credit included in net income | (42) | (41) |
Amortization of actuarial (gain) loss included in net income | (17) | 66 |
Pension and postretirement plans, net of tax | (59) | 25 |
Derivative instruments: | ||
Net change in fair value of derivatives | (3,044) | 11,220 |
Loss (gain) reclassified to net income | 940 | (969) |
Derivative instruments, net of tax | (2,104) | 10,251 |
Other comprehensive (loss) income, net of tax | (2,163) | 10,276 |
Comprehensive income | $ 68,547 | $ 95,865 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Balances at Jan. 01, 2022 | $ 1,411,274 | $ 199 | $ 678,414 | $ 962,378 | $ 2,587 | $ (232,304) |
Balances (in shares) at Jan. 01, 2022 | 228,729,585 | |||||
Balances, treasury shares at Jan. 01, 2022 | (17,334,804) | |||||
Net income | 85,589 | 85,589 | ||||
Derivative instruments, net of tax | 10,251 | 10,251 | ||||
Pension and postretirement plans, net of tax | 25 | 25 | ||||
Amortization of stock-based compensation awards | 9,081 | 9,081 | ||||
Issuance of deferred compensation | (11) | $ 11 | ||||
Issuance of deferred compensation (in shares) | 851 | |||||
Time-based restricted stock units issued (Note 17) | (2,860) | $ 2,860 | ||||
Time-based restricted stock units issued (in shares) | 213,436 | |||||
Performance-contingent restricted stock awards issued (Note 17) | (10,469) | $ 10,469 | ||||
Performance-contingent restricted stock awards issued (in shares) | 777,773 | |||||
Issuance of deferred stock awards | (138) | $ 138 | ||||
Issuance of deferred stock awards (in shares) | 10,034 | |||||
Share repurchases | (10,049) | $ (10,049) | ||||
Share repurchases (in shares) | (354,470) | |||||
Dividends paid on vested stock-based payment awards | (2,220) | (2,220) | ||||
Dividends paid | (44,527) | (44,527) | ||||
Balances at Apr. 23, 2022 | 1,459,424 | $ 199 | 674,017 | 1,001,220 | 12,863 | $ (228,875) |
Balances (in shares) at Apr. 23, 2022 | 228,729,585 | |||||
Balances, treasury shares at Apr. 23, 2022 | (16,687,180) | |||||
Balances at Dec. 31, 2022 | $ 1,443,290 | $ 199 | 689,959 | 1,004,271 | 1,474 | $ (252,613) |
Balances (in shares) at Dec. 31, 2022 | 228,729,585 | |||||
Balances, treasury shares at Dec. 31, 2022 | (17,595,619) | (17,595,619) | ||||
Net income | $ 70,710 | 70,710 | ||||
Derivative instruments, net of tax | (2,104) | (2,104) | ||||
Pension and postretirement plans, net of tax | (59) | (59) | ||||
Amortization of stock-based compensation awards | 9,836 | 9,836 | ||||
Issuance of deferred compensation | (13) | $ 13 | ||||
Issuance of deferred compensation (in shares) | 852 | |||||
Time-based restricted stock units issued (Note 17) | (2,986) | $ 2,986 | ||||
Time-based restricted stock units issued (in shares) | 207,892 | |||||
Performance-contingent restricted stock awards issued (Note 17) | (12,508) | $ 12,508 | ||||
Performance-contingent restricted stock awards issued (in shares) | 867,944 | |||||
Issuance of deferred stock awards | (134) | $ 134 | ||||
Issuance of deferred stock awards (in shares) | 9,324 | |||||
Share repurchases | (10,981) | $ (10,981) | ||||
Share repurchases (in shares) | (385,882) | |||||
Dividends paid on vested stock-based payment awards | (2,498) | (2,498) | ||||
Dividends paid | (46,602) | (46,602) | ||||
Balances at Apr. 22, 2023 | $ 1,461,592 | $ 199 | $ 684,154 | $ 1,025,881 | $ (689) | $ (247,953) |
Balances (in shares) at Apr. 22, 2023 | 228,729,585 | |||||
Balances, treasury shares at Apr. 22, 2023 | (16,895,489) | (16,895,489) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends paid per common share | $ 0.2200 | $ 0.2100 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
CASH FLOWS PROVIDED BY (DISBURSED FOR) OPERATING ACTIVITIES: | ||
Net income | $ 70,710 | $ 85,589 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 9,836 | 9,081 |
Loss (gain) reclassified from accumulated other comprehensive income to net income | 1,407 | (1,138) |
Depreciation and amortization | 43,735 | 43,423 |
Deferred income taxes | 1,868 | 9,248 |
Impairment of assets | 990 | |
Provision for inventory obsolescence | 921 | 626 |
Allowances for accounts receivable | 4,341 | 1,798 |
Pension and postretirement plans cost | 182 | 194 |
Other | 685 | 447 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (18,201) | (24,774) |
Inventories, net | (14,552) | (14,082) |
Hedging activities, net | (2,334) | 11,616 |
Accounts payable | (9,285) | 23,806 |
Other assets and accrued liabilities | (31,361) | (22,670) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 57,952 | 124,154 |
CASH FLOWS PROVIDED BY (DISBURSED FOR) INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (33,958) | (50,497) |
Proceeds from sale of property, plant and equipment | 96 | 1,431 |
Repurchase of independent distributor territories | (2,150) | (1,417) |
Cash paid at issuance of notes receivable | (6,887) | (2,854) |
Principal payments from notes receivable | 12,113 | 11,166 |
Acquisition of business | (270,451) | |
Other investing activities | 30 | 276 |
NET CASH DISBURSED FOR INVESTING ACTIVITIES | (301,207) | (41,895) |
CASH FLOWS PROVIDED BY (DISBURSED FOR) FINANCING ACTIVITIES: | ||
Dividends paid, including dividends on stock-based payment awards | (49,100) | (46,747) |
Stock repurchases | (10,981) | (10,049) |
Change in bank overdrafts | (4,261) | (5,713) |
Proceeds from debt borrowings | 487,900 | |
Debt obligation payments | (316,900) | |
Payments on financing leases | (599) | (426) |
Payments for financing fees | (218) | (48) |
NET CASH PROVIDED BY (DISBURSED) FOR FINANCING ACTIVITIES | 105,841 | (62,983) |
Net (decrease) increase in cash and cash equivalents | (137,414) | 19,276 |
Cash and cash equivalents at beginning of period | 165,134 | 185,871 |
Cash and cash equivalents at end of period | $ 27,720 | $ 205,147 |
Basis of Presentation
Basis of Presentation | 4 Months Ended |
Apr. 22, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION BASIS OF ACCOUNTING — The accompanying unaudited Condensed Consolidated Financial Statements of Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) have been prepared by the company’s management in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and applicable rules and regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited Condensed Consolidated Financial Statements included herein contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the company’s financial position, results of operations and cash flows. The results of operations for the sixteen weeks ended April 22, 2023 and April 23, 2022 are not necessarily indicative of the results to be expected for a full fiscal year. The Condensed Consolidated Balance Sheet at December 31, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”). INFLATIONARY ECONOMIC ENVIRONMENT AND MACROECONOMIC FACTORS — We continue to monitor the impact of the inflationary economic environment, supply chain disruptions, labor shortages and the conflict between Russia and Ukraine on our business. Our results through the first quarter of Fiscal 2023 have continued to benefit from a more optimized sales mix of branded retail products as compared to pre-pandemic periods. We have experienced significant input cost inflation for commodities and, to a lesser extent, transportation and labor in the current year which has partially offset the more optimized sales mix. We implemented price increases at the beginning of Fiscal 2023 to mitigate these cost pressures. INVESTMENT IN UNCONSOLIDATED AFFILIATE — In the second quarter of Fiscal 2022, we invested $ 9.0 million in Base Culture, a Clearwater, Florida-based company with one manufacturing facility. Base Culture's product offerings include better-for-you, gluten-free, and grain-free sliced breads and baked goods and are all-natural, 100% Paleo-certified, kosher-certified, dairy-free, soy-free, and non-GMO verified. The investment is being accounted for at cost, less any impairment, adjusted for changes resulting from observable price changes in orderly transactions involving the affiliate, as we do not control nor do we have the ability to significantly influence the affiliate, nor is there a readily determinable fair value. Should circumstances indicate a change in the fair value, a fair value adjustment may be necessary. ESTIMATES — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The company believes the following critical accounting estimates affect its more significant judgments and estimates used in the preparation of its consolidated financial statements: revenue recognition, derivative financial instruments, valuation of long-lived assets, goodwill and other intangible assets, leases, self-insurance reserves, income tax expense and accruals, postretirement plans, stock-based compensation, and commitments and contingencies. These estimates are summarized in Form 10-K. REPORTING PERIODS — Fiscal Year End. Our fiscal year ends on the Saturday nearest December 31, resulting in a 53 rd reporting week every five or six years. The last 53-week year was our Fiscal 2020. The next 53-week year will be Fiscal 2025. Our internal financial results and key performance indicators are reported on a weekly calendar basis to ensure the same numbers of Saturdays and Sundays in comparable months and to allow for a consistent four-week progression analysis. The company has elected the first quarter to report the extra four-week period. As such, our quarters are divided as follows: Quarter Number of Weeks First Quarter Sixteen Second Quarter Twelve Third Quarter Twelve Fourth Quarter Twelve (or Thirteen in fiscal years with an extra week) Accordingly, interim results may not be indicative of subsequent interim period results, or comparable to prior or subsequent interim period results, due to differences in the lengths of the interim periods. Fiscal 2023 consists of 52 weeks, with the company’s quarterly reporting periods as follows: first quarter ended April 22, 2023 (sixteen weeks), second quarter ending July 15, 2023 (twelve weeks), third quarter ending October 7, 2023 (twelve weeks) and fourth quarter ending December 30, 2023 (twelve weeks). REPORTING SEGMENT — The company has one operating segment based on the nature of products the company sells, intertwined production and distribution model, the internal management structure and information that is regularly reviewed by the chief executive officer (“CEO”), who is the chief operating decision maker, for the purpose of assessing performance and allocating resources. SIGNIFICANT CUSTOMER — Below is the effect that our largest customer, Walmart/Sam’s Club, had on the company’s sales for the sixteen weeks ended April 22, 2023 and April 23, 2022. Walmart/Sam’s Club is the only customer to account for greater than 10% of the company’s sales. For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 (% of Sales) Total 22.1 21.1 Walmart/Sam’s Club is our only customer with greater than 10% of outstanding trade receivables, representing 23.1 % and 24.3 % , on a consolidated basis, as of April 22, 2023 and December 31, 2022, respectively, of our trade receivables. BUSINESS PROCESS IMPROVEMENT COSTS — In the second half of Fiscal 2020, we launched initiatives to transform our business operations, which include upgrading our information system to a more robust platform, as well as investments in e-commerce, autonomous planning, and our “bakery of the future” initiatives. These costs may be expensed as incurred, capitalized, recognized as a cloud computing arrangement, or recognized as a prepaid service contract. The expensed portion of these costs incurred related to these initiatives incurred was $ 6.2 million and $ 9.1 million for the sixteen weeks ended April 22, 2023 and April 23, 2022, respectively. These costs are reflected in the selling, distribution and administrative expenses line item of the Condensed Consolidated Statements of Income. PLANT CLOSURE COSTS AND IMPAIRMENT OF ASSETS — On July 19, 2022, the company announced the closure of the Holsum Bakery in Phoenix, Arizona. The bakery produced bread and bun products and ceased production on October 31, 2022. This closure is part of our strategy to optimize our sales portfolio and improve supply chain and manufacturing efficiency. The company r ecognized severance costs of $ 1.7 million, multi-employer pension plan withdrawal costs of $ 1.3 million, and asset impairment and equipment relocation charges for bakery equipment of $ 3.8 million in the third quarter of Fiscal 2022. See Note 18, Postretirement Plans, for details on the multi-employer pension plan withdrawal costs. During the first quarter of Fiscal 2022, the company decided to sell two warehouses acquired at the end of Fiscal 2021 and recorded an impairment charge of $ 1.0 million. The company completed the sale of the impaired warehouse at the end of the first quarter of Fiscal 2022. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 4 Months Ended |
Apr. 22, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted accounting pronouncements The company did not adopt any accounting pronouncements during the sixteen weeks ended April 22, 2023. Accounting pronouncements not yet adopted We have reviewed other recently issued accounting pronouncements and concluded that either they are not applicable to our business, or no material effect is expected upon future adoption. |
Restructuring Activities
Restructuring Activities | 4 Months Ended |
Apr. 22, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | 3. RESTRUCTURING ACTIVITIES In February 2023, to improve operational effectiveness, increase profitable sales, and better meet customer requirements, the company announced a restructuring of plant operation responsibilities from the sales function to the supply chain function. Employee termination benefits and other cash charges were primarily for the voluntary employee separation incentive plan (the "VSIP") and employee relocation costs. During the sixteen weeks ended April 22, 2023, we recorded VSIP-related charges of $ 3.9 million of which $ 0.5 million were paid during the quarter. Relocation costs incurred during the current year quarter were $ 0.3 million and these and the VSIP costs are recorded in the restructuring charges line item of the Condensed Consolidated Statements of Income. The table below presents the components of costs associated with the restructuring (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 Restructuring charges: VSIP $ 3,927 Relocation costs 268 Total restructuring charges $ 4,195 The table below presents the components of, and changes in, our restructuring accruals (amounts in thousands): VSIP Relocation Costs Total Liability balance at December 31, 2022 $ — $ — $ — Charges 3,927 268 4,195 Cash payments ( 509 ) ( 268 ) ( 777 ) Liability balance (1) at April 22, 2023 $ 3,418 $ — $ 3,418 (1) Recorded in the other accrued liabilities line item of our Condensed Consolidated Balance Sheets. |
Acquisition
Acquisition | 4 Months Ended |
Apr. 22, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | 4. ACQUISITION On February 17, 2023 , the company completed the acquisition of the Papa Pita bakery business ("Papa Pita") for total consideration of approximately $ 273.5 million, inclusive of a preliminary net working capital adjustment. Papa Pita is a manufacturer and distributor of bagels, tortillas, breads, buns, English muffins, and flat breads with one production facility in West Jordan, Utah and, prior to the acquisition, Papa Pita co-manufactured certain products for the company. Papa Pita has direct-store-delivery distribution in the western United States ("U.S."), expanding our geographic reach. We incurred additional acquisition costs of $ 3.2 million in the first quarter of Fiscal 2023. These costs are reflected in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income. The following table summarizes the consideration paid for Papa Pita based on the fair value at the acquisition date. This table is based on preliminary valuations for the assets acquired (the company did no t acquire any cash) and liabilities assumed. The identifiable intangible assets, property and equipment, and certain financial assets and taxes are still under review. We will continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed until the first quarter of Fiscal 2024 when the allocation will be final (amounts in thousands): Fair Value of consideration transferred: Cash consideration paid $ 270,451 Working capital adjustments 3,075 Total consideration $ 273,526 Recognized amounts of identifiable assets acquired and Property, plant, and equipment $ 104,118 Identifiable intangible assets 27,100 Financial assets 14,779 Liabilities assumed ( 3,501 ) Net recognized amounts of identifiable assets acquired 142,496 Goodwill $ 131,030 The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods): Total Weighted average amortization years Amortization Method Trademarks $ 4,600 20.0 Straight-line Customer relationships 22,200 25.0 Sum of year digits Noncompete agreements 300 4.0 Straight-line Total intangible assets $ 27,100 23.9 |
Leases
Leases | 4 Months Ended |
Apr. 22, 2023 | |
Leases [Abstract] | |
Leases | 5. LEASES The company’s leases consist of the following types of assets: two bakeries, corporate office space, warehouses, bakery equipment, transportation and IT equipment. The quantitative disclosures for our leases follow below. The following table details lease modifications and renewals and lease terminations (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Lease modifications and renewals $ 17,348 $ 13,815 Lease terminations $ 36 $ 1,024 The lease modifications and renewals for the sixteen weeks ended April 22, 2023 include $ 10.6 million related to a 10-year extension for a freezer storage lease that occurred during our first quarter of Fiscal 2023. For the sixteen weeks ended April 23, 2022, the lease modifications and renewals include $ 11.2 million related to a 10-year extension for a warehouse lease. Lease costs incurred by lease type, and/or type of payment, and other supplemental quantitative disclosures as of and for the sixteen weeks ended April 22, 2023 and April 23, 2022 were as follows (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Lease cost: Amortization of right-of-use assets $ 524 $ 524 Interest on lease liabilities 16 35 Operating lease cost 19,318 19,648 Short-term lease cost 825 698 Variable lease cost 10,924 9,638 Total lease cost $ 31,607 $ 30,543 For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases $ 16 $ 35 Operating cash flows from operating leases $ 21,134 $ 16,400 Financing cash flows from financing leases $ 599 $ 426 Right-of-use assets obtained in exchange for new financing lease liabilities $ — $ — Right-of-use assets obtained in exchange for new operating lease liabilities $ 17,628 $ 14,834 Weighted-average remaining lease term (years): Financing leases 0.8 Operating leases 7.7 Weighted-average IBR (percentage): Financing leases 3.4 Operating leases 3.9 Estimated undiscounted future lease payments under non-cancelable operating leases and financing leases, along with a reconciliation of the undiscounted cash flows to operating and financing lease liabilities, respectively, as of April 22, 2023 (in thousands) were as follows: Operating lease Financing lease Remainder of 2023 $ 40,771 $ 1,214 2024 55,881 104 2025 53,146 — 2026 36,677 — 2027 30,903 — 2028 and thereafter 119,581 — Total minimum lease payments 336,959 1,318 Less: amount of lease payments representing interest ( 50,432 ) ( 16 ) Present value of future minimum lease payments 286,527 1,302 Less: current obligations under leases ( 49,606 ) ( 1,232 ) Long-term lease obligations $ 236,921 $ 70 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) ("AOCI") | 4 Months Ended |
Apr. 22, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) ("AOCI") | 6. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”) The company’s total comprehensive income presently consists of net income, adjustments for our derivative financial instruments accounted for as cash flow hedges, and various pension and other postretirement benefit related items. During the sixteen weeks ended April 22, 2023 and April 23, 2022, reclassifications out of AOCI were as follows (amounts in thousands): Amount Reclassified from AOCI For the Sixteen Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) April 22, 2023 April 23, 2022 Where Net Income is Presented Derivative instruments: Interest rate contracts $ 153 $ 153 Interest expense Commodity contracts ( 1,407 ) 1,138 Cost of sales, Note 3 Total before tax ( 1,254 ) 1,291 Total before tax Tax benefit (expense) 314 ( 322 ) Income tax expense Total net of tax ( 940 ) 969 Net of tax Pension and postretirement plans: Prior-service credits 55 55 Note 1 Actuarial gain (losses) 23 ( 88 ) Note 1 Total before tax 78 ( 33 ) Total before tax Tax (expense) benefit ( 19 ) 8 Income tax expense Total net of tax 59 ( 25 ) Net of tax Total reclassifications $ ( 881 ) $ 944 Net of tax Note 1: These items are included in the computation of net periodic pension cost and are reported in the other components of net periodic pension and postretirement benefits credit line item on the Condensed Consolidated Statements of Income. See Note 18, Postretirement Plans , for additional information. Note 2: Amounts in parentheses indicate debits to determine net income. Note 3: Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. During the sixteen weeks ended April 22, 2023, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance): Cash Flow Defined Pension Total AOCI at December 31, 2022 $ 2,099 $ ( 625 ) $ 1,474 Other comprehensive loss before reclassifications ( 3,044 ) — ( 3,044 ) Reclassified to earnings from AOCI 940 ( 59 ) 881 AOCI at April 22, 2023 $ ( 5 ) $ ( 684 ) $ ( 689 ) During the sixteen weeks ended April 23, 2022, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance): Cash Flow Defined Pension Total AOCI at January 1, 2022 $ 6,043 $ ( 3,456 ) $ 2,587 Other comprehensive income before reclassifications 11,220 — 11,220 Reclassified to earnings from AOCI ( 969 ) 25 ( 944 ) AOCI at April 23, 2022 $ 16,294 $ ( 3,431 ) $ 12,863 Amounts reclassified out of AOCI to net income that relate to commodity contracts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. The following table presents the net of tax amount reclassified from AOCI for our commodity contracts (amounts in thousands and positive value indicates credits to determine net income): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Gross (loss) gain reclassified from AOCI into net $ ( 1,407 ) $ 1,138 Tax benefit (expense) 352 ( 284 ) Net of tax $ ( 1,055 ) $ 854 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 4 Months Ended |
Apr. 22, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 7. GOODWILL AND OTHER INTANGIBLE ASSETS The table below summarizes our goodwill and other intangible assets at April 22, 2023 and December 31, 2022, respectively, each of which is explained in additional detail below (amounts in thousands): April 22, 2023 December 31, 2022 Goodwill $ 676,274 $ 545,244 Amortizable intangible assets, net 555,159 537,281 Indefinite-lived intangible assets 127,100 127,100 Total goodwill and other intangible assets $ 1,358,533 $ 1,209,625 The changes in the carrying amount of goodwill during the first quarter of Fiscal 2023, during which time we completed the acquisition of Papa Pita, are as follows (amounts in thousands): Total Balance as of December 31, 2022 $ 545,244 Acquisition 131,030 Balance as of April 22, 2023 $ 676,274 On February 17, 2023, the company completed the acquisition of Papa Pita for total consideration of approximately $ 273.5 million, inclusive of a preliminary net working capital adjustment. The acquisition included several amortizable intangible assets which total $ 27.1 million and are included in the table below. See Note 4, Acquisition, for details of the assets and the respective amortization period by category . As of April 22, 2023 and December 31, 2022, respectively, the company had the following amounts related to amortizable intangible assets (amounts in thousands): April 22, 2023 December 31, 2022 Asset Cost Accumulated Net Cost Accumulated Net Trademarks $ 481,715 $ 97,285 $ 384,430 $ 477,115 $ 92,763 $ 384,352 Customer relationships 340,221 172,565 167,656 318,021 167,688 150,333 Non-compete agreements 5,454 5,132 322 5,154 5,114 40 Distributor relationships 4,123 3,757 366 4,123 3,673 450 Distributor routes held and used 3,750 1,365 2,385 3,249 1,143 2,106 Total $ 835,263 $ 280,104 $ 555,159 $ 807,662 $ 270,381 $ 537,281 Aggregate amortization expense for the sixteen weeks ended April 22, 2023 and April 23, 2022 was as follows (amounts in thousands): Amortization For the sixteen weeks ended April 22, 2023 $ 9,723 For the sixteen weeks ended April 23, 2022 $ 9,749 Estimated amortization of intangibles for each of the next five years is as follows (amounts in thousands): Amortization of Remainder of 2023 $ 22,719 2024 $ 32,160 2025 $ 31,378 2026 $ 29,227 2027 $ 27,374 There were $ 127.1 million of indefinite-lived intangible trademark assets separately identified from goodwill at April 22, 2023 and December 31, 2022 . These trademarks are classified as indefinite-lived because we believe they are well established brands with a long history and well-defined markets. We believe these factors support an indefinite life. We perform an annual impairment analysis, or on an interim basis if the facts and circumstances change, to determine if the trademarks are realizing their expected economic benefits. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 4 Months Ended |
Apr. 22, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 8. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of cash and cash equivalents, accounts receivable, and short-term debt approximates fair value because of the short-term maturity of the instruments. Notes receivable are entered into in connection with the purchase of independent distributors’ distribution rights by independent distributor partners (“IDPs”). These notes receivable are recorded in the Condensed Consolidated Balance Sheets at carrying value, which represents the closest approximation of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The company financed approximately 3,300 and 3,400 IDPs’ distribution rights as of April 22, 2023 and December 31, 2022 , respectively, all with varied financial histories and credit risks. However, the current stated interest rates used to record the carrying values are appropriately reflective of our estimated interest rates that would be made to borrowers with similar credit ratings for the remaining maturities of the distributor notes receivable. The distribution rights are generally purchased by the IDP with a 5 % down payment with the remainder financed for up to 10 years. The distributor notes receivable are collateralized by the IDPs’ distribution rights. The company maintains a wholly-owned subsidiary to assist in financing the distribution rights purchase activities if requested by new IDPs, using the distribution rights and certain associated assets as collateral. These notes receivable earn interest at a fixed rate. Interest income was primarily related to the IDPs’ notes receivable and was as follows (amounts in thousands): Interest For the sixteen weeks ended April 22, 2023 $ 6,951 For the sixteen weeks ended April 23, 2022 $ 6,757 At April 22, 2023 and December 31, 2022, respectively, the carrying value of the distributor notes receivable was as follows (amounts in thousands): April 22, 2023 December 31, 2022 Distributor notes receivable $ 160,086 $ 163,354 Less: current portion of distributor notes receivable recorded in ( 26,020 ) ( 26,472 ) Long-term portion of distributor notes receivable $ 134,066 $ 136,882 During the third quarter of Fiscal 2021, the company recorded a reserve of $ 1.9 million for the distributor notes receivable related to a legal settlement. The company commenced repurchasing the distribution rights during the second quarter of Fiscal 2022 and completed the repurchases during the first quarter of Fiscal 2023. See Note 15, Commitments and Contingencies , for additional information. Payments on these distributor notes receivable are collected by the company weekly in conjunction with the distributor settlement process. The fair value of the company’s variable rate debt at April 22, 2023 approximates the recorded value. The fair value of the company’s 2.400 % senior notes due 2031 (the "2031 notes") and 3.500 % senior notes due 2026 (the “2026 notes”), as discussed in Note 13, Debt and Other Obligations , of this Form 10-Q, are estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements and are considered a Level 2 valuation. The fair value of the 2031 notes and 2026 notes are presented in the table below (amounts in thousands, except level classification): Carrying Value Fair Value Level 2031 notes $ 494,218 $ 413,669 2 2026 notes $ 398,024 $ 384,182 2 For fair value disclosure information about our derivative assets and liabilities see Note 9, Derivative Financial Instruments. |
Derivative Financial Instrument
Derivative Financial Instruments | 4 Months Ended |
Apr. 22, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 9. DERIVATIVE FINANCIAL INSTRUMENTS The company measures the fair value of its derivative portfolio by using the price that would be received to sell an asset or paid to transfer a liability in the principal market for that asset or liability. These measurements are classified into a hierarchy by the inputs used to perform the fair value calculation as follows: Level 1: Fair value based on unadjusted quoted prices for identical assets or liabilities at the measurement date Level 2: Modeled fair value with model inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: Modeled fair value with unobservable model inputs that are used to estimate the fair value of the asset or liability Commodity Risk The company enters into commodity derivatives designated as cash-flow hedges of existing or future exposure to changes in commodity prices. The company’s primary raw materials are flour, sweeteners and shortening, along with pulp, paper and petroleum-based packaging products. Natural gas, which is used as oven fuel, and diesel fuel are also important commodity inputs. As of April 22, 2023, the company’s hedge portfolio contained commodity derivatives, which are recorded in the following accounts with fair values measured as indicated (amounts in thousands): Level 1 Level 2 Level 3 Total Assets: Other current $ — $ — $ — $ — Other long-term — — — — Total — — — — Liabilities: Other current ( 3,159 ) — — ( 3,159 ) Other long-term ( 284 ) — — ( 284 ) Total ( 3,443 ) — — ( 3,443 ) Net Fair Value $ ( 3,443 ) $ — $ — $ ( 3,443 ) As of December 31, 2022, the company’s hedge portfolio contained commodity derivatives, which are recorded in the following accounts with fair values measured as indicated (amounts in thousands): Level 1 Level 2 Level 3 Total Assets: Other current $ 782 $ — $ — $ 782 Other long-term 2 — — 2 Total 784 — — 784 Liabilities: Other current ( 1,149 ) — — ( 1,149 ) Other long-term ( 86 ) — — ( 86 ) Total ( 1,235 ) — — ( 1,235 ) Net Fair Value $ ( 451 ) $ — $ — $ ( 451 ) The positions held in the portfolio are used to hedge economic exposure to changes in various raw material prices and effectively fix, or limit increases in, prices for a period extending into Fiscal 2024. These instruments are designated as cash-flow hedges. The change in the fair value for these derivatives is reported in AOCI. All the company-held commodity derivatives at April 22, 2023 and December 31, 2022, respectively, qualified for hedge accounting. Interest Rate Risk During the first quarter of Fiscal 2021, the company entered into treasury locks to fix the interest rate for the 2031 notes issued on March 9, 2021. The derivative positions were closed when the debt was priced on March 2, 2021 with a cash settlement net receipt of $ 3.9 million that offset changes in the benchmark treasury rate between execution of the treasury rate locks and the debt pricing date. These rate locks were designated as a cash flow hedge and the deferred amount reported in AOCI is being reclassified to interest expense as interest payments are made on the notes through the maturity date. The company previously entered into treasury rate locks at the time we executed the 2026 notes. These rate locks were designated as a cash flow hedge and the fair value at termination was deferred in AOCI. The deferred amount reported in AOCI is being reclassified to interest expense as interest payments are made on the related notes through the maturity date. Derivative Assets and Liabilities The company has the following derivative instruments located on the Condensed Consolidated Balance Sheets, which are utilized for the risk management purposes detailed above (amounts in thousands): Derivative Assets Derivative Liabilities April 22, 2023 December 31, 2022 April 22, 2023 December 31, 2022 Derivatives Designated as Balance Fair Value Balance Fair Value Balance Fair Value Balance Fair Value Commodity contracts Other $ — Other $ 782 Other $ 3,159 Other $ 1,149 Commodity contracts Other — Other 2 Other 284 Other 86 Total $ — $ 784 $ 3,443 $ 1,235 Derivative AOCI transactions The company had the following derivative instruments for deferred gains and (losses) on closed contracts and the effective portion for changes in fair value recorded in AOCI (no amounts were excluded from the effectiveness test), all of which are utilized for the risk management purposes detailed above (amounts in thousands and net of tax): Amount of (Loss) or Gain Amount of Gain or (Loss) Recognized in AOCI on Derivatives Reclassified from AOCI (Effective Portion) Location of Gain or (Loss) into Income (Effective Portion) Derivatives in Cash Flow For the Sixteen Weeks Ended Reclassified from AOCI For the Sixteen Weeks Ended Hedge Relationships(1) April 22, 2023 April 23, 2022 into Income (Effective Portion)(2) April 22, 2023 April 23, 2022 Interest rate contracts $ — $ — Interest expense $ 115 $ 115 Commodity contracts ( 3,044 ) 11,220 Production costs(3) ( 1,055 ) 854 Total $ ( 3,044 ) $ 11,220 $ ( 940 ) $ 969 1. Amounts in parentheses indicate debits to determine net income. 2. Amounts in parentheses, if any, indicate credits to determine net income. 3. Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). There was no hedging ineffectiveness, and no amounts were excluded from the ineffectiveness testing, during the sixteen weeks ended April 22, 2023 and April 23, 2022, respectively, related to the company’s commodity risk hedges. At April 22, 2023, the balance in AOCI related to commodity price risk and interest rate risk derivative transactions that closed or will expire over the following years are as follows (amounts in thousands and net of tax) (amounts in parenthesis indicate a debit balance): Commodity Interest Totals Closed contracts $ 3 $ 2,575 $ 2,578 Expiring in 2023 ( 2,154 ) — ( 2,154 ) Expiring in 2024 ( 429 ) — ( 429 ) Total $ ( 2,580 ) $ 2,575 $ ( 5 ) Derivative Transactions Notional Amounts As of April 22, 2023, the company had the following outstanding financial contracts that were entered to hedge commodity risk (amounts in thousands): Notional Wheat contracts $ 13,917 Soybean oil contracts 19,069 Natural gas contracts 5,043 Total $ 38,029 The company’s derivative instruments contain no credit-risk related contingent features at April 22, 2023. As of April 22, 2023 and December 31, 2022 , the company had $ 8.4 million and $ 7.2 million, respectively, in other current assets representing collateral for hedged positions. As of April 22, 2023 and December 31, 2022, the company had $ 3.0 million and $ 3.1 million, respectively, recorded in other accrued liabilities representing collateral due to counterparties for hedged positions. |
Other Current and Non-Current A
Other Current and Non-Current Assets | 4 Months Ended |
Apr. 22, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current and Non-Current Assets | 10. OTHER CURRENT AND NON-CURRENT ASSETS Other current assets consist of (amounts in thousands): April 22, 2023 December 31, 2022 Prepaid assets $ 4,240 $ 4,589 Service contracts 23,757 25,595 Prepaid insurance 2,117 5,709 Prepaid marketing 8,809 3,917 Fair value of derivative instruments — 782 Collateral to counterparties for derivative positions 8,353 7,210 Income taxes receivable 3,892 — Other 616 216 Total $ 51,784 $ 48,018 Other non-current assets consist of (amounts in thousands): April 22, 2023 December 31, 2022 Unamortized financing fees $ 1,839 $ 1,356 Investments 2,516 2,506 Investment in unconsolidated affiliate 9,000 9,000 Deposits 2,385 2,444 Unamortized cloud computing arrangement costs 159 258 Noncurrent postretirement benefit plan asset 4,801 4,902 Noncurrent service contracts 2,280 3,957 Other 90 92 Total $ 23,070 $ 24,515 |
Other Accrued Liabilities and O
Other Accrued Liabilities and Other Long-Term Liabilities | 4 Months Ended |
Apr. 22, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Liabilities and Other Long-Term Liabilities | 11. OTHER ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES Other accrued liabilities consist of (amounts in thousands): April 22, 2023 December 31, 2022 Employee compensation $ 27,596 $ 26,762 Employee vacation 19,043 16,058 VSIP 3,418 — Employee bonus 6,974 29,526 Fair value of derivative instruments 3,159 1,149 Self-insurance reserves 30,594 30,599 Bank overdraft 13,699 17,960 Accrued interest 2,443 7,127 Accrued utilities 5,635 6,861 Accrued taxes 9,672 11,970 Accrued advertising 4,562 4,813 Accrued legal settlements — 5,500 Accrued legal costs 4,064 3,021 Accrued short-term deferred income 3,763 3,893 Collateral due to counterparties for derivative positions 2,961 3,085 Acquisition consideration adjustment 753 753 Net working capital purchase price adjustment payable 3,075 — Multi-employer pension plan withdrawal liability 1,297 1,297 Repurchase obligations of distribution rights — 432 Other 5,419 4,470 Total $ 148,127 $ 175,276 The acquisition consideration adjustment is in connection with an acquisition completed in Fiscal 2012, the company agreed to make the sellers whole for certain taxes incurred by the sellers on the sale. In Fiscal 2021, there was a tax determination that the sellers owed additional taxes of $ 3.4 million, and the company recorded this cost in the selling, distribution and administrative expenses line item of the Condensed Consolidated Statements of Income during the second quarter of Fiscal 2021. During Fiscal 2022, the company reached an agreement to settle this issue and made a partial payment in Fiscal 2022 and anticipates making the final payment in Fiscal 2023. The net working capital purchase price adjustment payable is part of the Papa Pita acquisition which was completed on February 17, 2023. See Note 4, Acquisition, for details about the acquisition. Other long-term liabilities consist of (amounts in thousands): April 22, 2023 December 31, 2022 Deferred income $ 9,878 $ 11,235 Deferred compensation 25,385 23,675 Other deferred credits 279 382 Other 601 406 Total $ 36,143 $ 35,698 |
Assets Held for Sale
Assets Held for Sale | 4 Months Ended |
Apr. 22, 2023 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | 12. ASSETS HELD FOR SALE The company repurchases distribution rights from IDPs in circumstances when the company decides to exit a territory or, in some cases, when the IDP elects to terminate its relationship with the company. In most of the distributor agreements, if the company decides to exit a territory or stop using the independent distribution model in a territory, the company is contractually required to purchase the distribution rights from the IDP. In the event an IDP terminates its relationship with the company, the company, although not legally obligated, may repurchase and operate those distribution rights as a company-owned territory. The IDPs may also sell their distribution rights to another person or entity. Distribution rights purchased from IDPs and operated as company-owned territories are recorded on the Condensed Consolidated Balance Sheets in the line item assets held for sale while the company actively seeks another IDP to purchase the distribution rights for the territory. Distribution rights held for sale and operated by the company are sold to IDPs at fair market value pursuant to the terms of a distributor agreement. There are multiple versions of the distributor agreement in place at any given time and the terms of such distributor agreements vary. Additional assets recorded in assets held for sale are for property, plant and equipment. The carrying values of assets held for sale are not amortized and are evaluated for impairment as required at the end of the reporting period. The table below presents the assets held for sale as of April 22, 2023 and December 31, 2022, respectively (amounts in thousands): April 22, 2023 December 31, 2022 Distributor territories $ 9,190 $ 7,608 Property, plant and equipment 4,882 4,885 Total assets held for sale $ 14,072 $ 12,493 |
Debt and Other Obligations
Debt and Other Obligations | 4 Months Ended |
Apr. 22, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Other Obligations | 13. DEBT AND OTHER OBLIGATIONS Long-term debt (net of issuance costs and debt discounts excluding line-of-credit arrangements) (leases are separately discussed in Note 5, Leases ) consisted of the following at April 22, 2023 and December 31, 2022, respectively (amounts in thousands): April 22, 2023 December 31, 2022 Unsecured credit facility $ 111,000 $ — 2031 notes 494,218 493,994 2026 notes 398,024 397,848 Accounts receivable repurchase facility 60,000 — Accounts receivable securitization facility — — 1,063,242 891,842 Less current maturities of long-term debt — — Total long-term debt $ 1,063,242 $ 891,842 Bank overdrafts occur when checks have been issued but have not been presented to the bank for payment. Certain of our banks allow us to delay funding of issued checks until the checks are presented for payment. The delay in funding results in a temporary source of financing from the bank. The activity related to bank overdrafts is shown as a financing activity in our Condensed Consolidated Statements of Cash Flows. Bank overdrafts are included in other accrued liabilities on our Condensed Consolidated Balance Sheets. The company also had standby letters of credit (“LOCs”) outstanding of $ 8.4 million at April 22, 2023 and December 31, 2022, which reduce the availability of funds under the senior unsecured revolving credit facility (the "credit facility"). The outstanding LOCs are for the benefit of certain insurance companies and lessors. None of the outstanding LOCs are recorded as a liability on the Condensed Consolidated Balance Sheets. 2031 Notes, 2026 Notes, Accounts Receivable Repurchase Facility, Accounts Receivable Securitization Facility, and Credit Facility 2031 Notes. On March 9, 2021, the company issued $ 500.0 million of senior notes. The company will pay semiannual interest on the 2031 notes on each March 15 and September 15 and the 2031 notes will mature on March 15, 2031 . The notes bear interest at 2.400 % per annum. On any date prior to December 15, 2030, the company may redeem some or all of the notes at a price equal to the greater of (1) 100 % of the principal amount of the notes redeemed and (2) a “make-whole” amount plus, in each case, accrued and unpaid interest. The make-whole amount is equal to the sum of the present values of the remaining scheduled payments of principal and interest on the 2031 notes to be redeemed that would be due if such notes matured December 15, 2030 (exclusive of interest accrued to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the indenture governing the notes), plus 20 basis points, plus, in each case, accrued and unpaid interest. At any time on or after December 15, 2030, the company may redeem some or all of the 2031 notes at a price equal to 100 % of the principal amount of the notes redeemed plus accrued and unpaid interest. If the company experiences a “change of control triggering event” (which involves a change of control of the company and the related rating of the notes below investment grade), it is required to offer to purchase the notes at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest thereon unless the company has exercised its option to redeem the notes in whole. The 2031 notes are also subject to customary restrictive covenants for investment grade debt, including certain limitations on liens and sale and leaseback transactions. The face value of the 2031 notes is $ 500.0 million. There was a debt discount of $ 2.4 million representing the difference between the net proceeds, after expenses, received upon issuance of debt and the amount repayable at its maturity. The company also accrued issuance costs of $ 4.8 million (including underwriting fees and other fees) on the 2031 notes. Debt issuance costs and the debt discount are being amortized to interest expense over the term of the 2031 notes. As of April 22, 2023 and December 31, 2022, respectively, the company was in compliance with all restrictive covenants under the indenture governing the 2031 notes. 2026 Notes . On September 28, 2016, the company issued $ 400.0 million of senior notes. The company pays semiannual interest on the 2026 notes on each April 1 and October 1 and the 2026 notes will mature on October 1, 2026 . The notes bear interest at 3.500 % per annum. The 2026 notes are subject to interest rate adjustments if either Moody’s or S&P downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the 2026 notes. On any date prior to July 1, 2026, the company may redeem some or all of the notes at a price equal to the greater of (1) 100 % of the principal amount of the notes redeemed and (2) a “make-whole” amount plus, in each case, accrued and unpaid interest. The make-whole amount is equal to the sum of the present values of the remaining scheduled payments of principal and interest on the 2026 notes to be redeemed that would be due if such notes matured July 1, 2026 (exclusive of interest accrued to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (as defined in the indenture governing the notes), plus 30 basis points, plus in each case accrued and unpaid interest. At any time on or after July 1, 2026, the company may redeem some or all of the 2026 notes at a price equal to 100 % of the principal amount of the notes redeemed plus accrued and unpaid interest. If the company experiences a “change of control triggering event” (which involves a change of control of the company and the related rating of the notes below investment grade), it is required to offer to purchase the notes at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest thereon unless the company exercised its option to redeem the notes in whole. The 2026 notes are also subject to customary restrictive covenants for investment grade debt, including certain limitations on liens and sale and leaseback transactions. The face value of the 2026 notes is $ 400.0 million. There was a debt discount of $ 2.1 million representing the difference between the net proceeds, after expenses, received upon issuance of debt and the amount repayable at its maturity. The company also paid issuance costs of $ 3.6 million (including underwriting fees and other fees) on the 2026 notes. Debt issuance costs and the debt discount are being amortized to interest expense over the term of the 2026 notes. As of April 22, 2023, and December 31, 2022, respectively, the company was in compliance with all restrictive covenants under the indenture governing the 2026 notes. Accounts Receivable Repurchase Facility . On April 14, 2023, the company terminated the securitization facility (as defined below) and entered into a two-year $ 200.0 million accounts receivable repurchase facility (the "repurchase facility"). Under the repurchase facility, certain subsidiaries of the company sell or distribute, on an ongoing basis, substantially all of their trade receivables to the company. The company may at its option onward sell all of its qualifying receivables to the funding parties under the repurchase facility with an agreement to repurchase the receivables on a monthly basis for a repurchase price equal to the purchase price paid and an interest component based on Term SOFR (as defined below) plus a margin. There is an unused fee applicable on the daily unused portion of the repurchase facility. The repurchase facility contains certain customary representations and warranties, affirmative and negative covenants, and events of default. As of April 22, 2023, the company was in compliance with all restrictive covenants under the repurchase facility. The table below presents the borrowings and repayments under the repurchase facility during the sixteen weeks ended April 22, 2023: Amount Balance at December 31, 2022 $ — Borrowings 60,000 Payments — Balance at April 22, 2023 $ 60,000 The table below presents the net amount available for working capital and general corporate purposes under the repurchases facility as of April 23, 2022: Amount Gross amount available $ 200,000 Outstanding ( 60,000 ) Available for withdrawal $ 140,000 Amounts available for withdrawal under the repurchase facility are determined as the lesser of the total repurchase facility limit and a formula derived amount based on qualifying trade receivables. The table below presents the highest and lowest outstanding balance under the repurchase facility during the sixteen weeks ended April 22, 2023: Amount High balance $ 60,000 Low balance $ — Financing costs paid at inception of the repurchase facility are being amortized over the life of the repurchase facility. The company incurred $ 0.8 million in financing costs during the first quarter of Fiscal 2023. The balance of unamortized financing costs was $ 0.7 million on April 23, 2022 and is recorded in other assets on the Condensed Consolidated Balance Sheets. Accounts Receivable Securitization Facility. On July 17, 2013, the company entered into the accounts receivable securitization facility (the "securitization facility"). The company amended the securitization facility 11 times since execution, most recently on February 13, 2023. On April 14, 2023, the company terminated the securitization facility with no outstanding borrowings. Under the securitization facility, a wholly-owned, bankruptcy-remote subsidiary purchased, on an ongoing basis, substantially all trade receivables of the company’s subsidiaries. The subsidiary pledged the receivables as collateral for the obligations under the securitization facility. In the event of liquidation of the subsidiary, its creditors were entitled to satisfy their claims from the subsidiary’s pledged receivables prior to distributions of collections to the company. We include the subsidiary in our Condensed Consolidated Financial Statements. The securitization facility contained certain customary representations and warranties, affirmative and negative covenants, and events of default. As of December 31, 2022 , the company was in compliance with all restrictive covenants under the securitization facility. The table below presents the borrowings and repayments under the securitization facility during the sixteen weeks ended April 22, 2023: Amount Balance at December 31, 2022 $ — Borrowings 28,000 Payments ( 28,000 ) Balance at April 22, 2023 $ — Optional principal repayments could be made at any time without premium or penalty. Interest was due 18 days after our reporting periods end in arrears on the outstanding borrowings and was computed as SOFR plus an applicable margin of 95 basis points. An unused fee of 40 basis points was applicable on the unused commitment at each reporting period. Financing costs paid at inception of the securitization facility and at the time amendments are executed were being amortized over the life of the securitization facility. The company incurred $ 0.2 million in financing costs during the third quarter of Fiscal 2022 for the tenth amendment. The balance of unamortized financing costs was $ 0.3 million on December 31, 2022 , and is recorded in other assets on the Condensed Consolidated Balance Sheets. During the first quarter of Fiscal 2023, the company recognized $ 0.3 million in unamortized loan costs as a loss on extinguishment of debt upon the early termination of the securitization facility. These costs are recorded in interest expense on the Condensed Consolidated Statements of Income. Amounts available for withdrawal under the securitization facility were determined as the lesser of the total commitments and a formula derived amount based on qualifying trade receivables. The table below presents the highest and lowest outstanding balance under the securitization facility during the sixteen weeks ended April 22, 2023: Amount High balance $ 28,000 Low balance $ — Credit Facility . The company is party to an amended and restated credit agreement, dated as of October 24, 2003, with the lenders party thereto and Deutsche Bank Trust Company Americas, as administrative agent, (as amended, restated, modified or supplemented from time to time, the “amended and restated credit agreement”). The company has amended the amended and restated credit agreement eight times since execution, most recently on April 12, 2023 (the “eighth amendment”). Under the amended and restated credit agreement, our credit facility is a five-year , $ 500.0 million senior unsecured revolving loan facility with the following terms and conditions: (i) a maturity date of July 30, 2026 ; (ii) an applicable margin for revolving loans maintained as (1) base rate loans and swingline loans with a range of 0.00 % to 0.525 % and (2) SOFR loans with a range of 0.815 % to 1.525 %, in each case, based on the more favorable (to the company) of (x) the leverage ratio of the company and its subsidiaries and (y) the company’s debt rating; (iii) an applicable facility fee with a range of 0.06 % to 0.225 %, due quarterly on all commitments under the amended and restated credit agreement, based on the more favorable (to the company) of (x) the leverage ratio of the company and its subsidiaries and (y) the company’s debt rating; and (iv) a maximum leverage ratio covenant to permit the company, at its option, in connection with certain acquisitions and investments and subject to the terms and conditions provided in the amended and restated credit agreement, to increase the maximum ratio permitted thereunder on one or more occasions to 4.00 to 1.00 for a period of four consecutive fiscal quarters, including and/or immediately following the fiscal quarter in which such acquisitions or investments were completed (the “covenant holiday”), provided that each additional covenant holiday will not be available to the company until it has achieved and maintained a leverage ratio of at least 3.75 to 1.00 and has been complied with for at least two fiscal quarters. Additionally, the eighth amendment replaced the benchmark rate at which borrowings under the amended and restated credit agreement bear interest from LIBOR to the forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited ("Term SOFR"). As a result of these amendments and in respect of SOFR Loans, we can borrow at Term SOFR, plus a credit spread adjustment of 0.10 % subject to a floor of zero . In addition, the credit facility contains a provision that permits the company to request up to $ 200.0 million in additional revolving commitments, for a total of up to $ 700.0 million, subject to the satisfaction of certain conditions. Proceeds from the credit facility may be used for working capital and general corporate purposes, including capital expenditures, acquisition financing, refinancing of indebtedness, dividends and share repurchases. The credit facility includes certain customary restrictions, which, among other things, require maintenance of financial covenants and limit encumbrance of assets and creation of indebtedness. Restrictive financial covenants include such ratios as a minimum interest coverage ratio and a maximum leverage ratio. The company believes that, given its current cash position, its cash flow from operating activities and its available credit capacity, it can comply with the current terms of the amended credit facility and can meet its presently foreseeable financial requirements. As of April 22, 2023 and December 31, 2022, respectively, the company was in compliance with all restrictive covenants under the credit facility. Financing costs paid at inception of the credit facility and at the time amendments are executed are being amortized over the life of the credit facility. The company incurred additional financing costs of $ 0.1 million during the first quarter of Fiscal 2023 for the eight amendment. There was an additional financing cost paid in the first quarter of Fiscal 2022 that was less than $ 0.1 million. The balance of unamortized financing costs was $ 1.1 million and $ 1.0 million on April 22, 2023 and December 31, 2022, respectively, and are recorded in other assets on the Condensed Consolidated Balance Sheets. Amounts outstanding under the credit facility can vary daily. Changes in the gross borrowings and repayments can be caused by cash flow activity from operations, capital expenditures, acquisitions, dividends, share repurchases, and tax payments, as well as derivative transactions, which are part of the company’s overall risk management strategy as discussed in Note 9, Derivative Financial Instruments , of this Form 10-Q. The table below presents the borrowings and repayments under the credit facility during the sixteen weeks ended April 22, 2023. Amount Balance at December 31, 2022 $ — Borrowings 399,900 Payments ( 288,900 ) Balance at April 22, 2023 $ 111,000 The table below presents the net amount available under the credit facility as of April 22, 2023: Amount Gross amount available $ 500,000 Outstanding ( 111,000 ) Letters of credit ( 8,400 ) Available for withdrawal $ 380,600 The table below presents the highest and lowest outstanding balance under the credit facility during the sixteen weeks ended April 22, 2023: Amount High balance $ 174,000 Low balance $ — Aggregate maturities of debt outstanding as of April 22, 2023 are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): Remainder of 2023 $ — 2024 — 2025 60,000 2026 511,000 2027 — 2028 and thereafter 500,000 Total $ 1,071,000 Debt discount and issuance costs are being amortized straight-line (which approximates the effective method) over the term of the underlying debt outstanding. The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at April 22, 2023 (amounts in thousands): Debt Issuance Costs Face Value and Debt Discount Net Carrying Value 2031 notes $ 500,000 $ 5,782 $ 494,218 2026 notes 400,000 1,976 398,024 Total $ 900,000 $ 7,758 $ 892,242 The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at December 31, 2022 (amounts in thousands): Debt Issuance Costs Face Value and Debt Discount Net Carrying Value 2031 notes $ 500,000 $ 6,006 $ 493,994 2026 notes 400,000 2,152 397,848 Total $ 900,000 $ 8,158 $ 891,842 |
Variable Interest Entities
Variable Interest Entities | 4 Months Ended |
Apr. 22, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 14. VARIABLE INTEREST ENTITIES Distribution rights agreement VIE analysis The incorporated IDPs qualify as variable interest entities ("VIEs"). The IDPs who are formed as sole proprietorships are excluded from the following VIE accounting analysis and discussion. Incorporated IDPs acquire distribution rights and enter into a contract with the company to sell the company’s products in the IDPs’ defined geographic territory. The incorporated IDPs have the option to finance the acquisition of their distribution rights with the company. They can also pay cash or obtain external financing at the time they acquire the distribution rights. The combination of the company’s loans to the incorporated IDPs and the ongoing distributor arrangements with the incorporated IDPs provide a level of funding to the equity owners of the various incorporated IDPs that would not otherwise be available. As of April 22, 2023 and December 31, 2022 , there was $ 143.0 million and $ 144.6 million, respectively, in gross distribution rights notes receivable outstanding from incorporated IDPs. The company is not considered to be the primary beneficiary of the VIEs because the company does not (i) have the ability to direct the significant activities of the VIEs that would affect their ability to operate their respective businesses and (ii) provide any implicit or explicit guarantees or other financial support to the VIEs, other than the financing described above, for specific return or performance benchmarks. The activities controlled by the incorporated IDPs that are deemed to most significantly impact the ultimate success of the incorporated IDP entities relate to those decisions inherent in operating the distribution business in the territory, including acquiring trucks and trailers, managing fuel costs, employee matters and other strategic decisions. In addition, we do not provide, nor do we intend to provide, financial or other support to the IDP. The IDPs are responsible for the operations of their respective territories. The company’s maximum contractual exposure to loss for the incorporated IDP relates to the distributor rights note receivable for the portion of the territory the incorporated IDPs financed at the time they acquired the distribution rights. The incorporated IDPs remit payment on their distributor rights note receivable each week during the settlement process of their weekly activity. The company will operate a territory on behalf of an incorporated IDP in situations where the IDP has abandoned its distribution rights. Any remaining balance outstanding on the distribution rights notes receivable is relieved once the distribution rights have been sold on the IDPs behalf. The company’s collateral from the territory distribution rights mitigates the potential losses. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Apr. 22, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Self-insurance reserves and other commitments and contingencies The company records self-insurance reserves as an other accrued liability on our Condensed Consolidated Balance Sheets. The reserves include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on the company’s assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and current cost trends. The amount of the company’s ultimate liability in respect of these matters may differ materially from these estimates. In the event the company ceases to utilize the independent distributor model or exits a geographic market, the company is contractually required in some situations to purchase the distribution rights from the independent distributor. The company cannot reasonably estimate the potential cost until which time it becomes probable that a transaction will occur. The company expects to continue operating under this model and has concluded that the possibility of a loss is remote. The company’s facilities are subject to various federal, state and local laws and regulations regarding the discharge of material into the environment and the protection of the environment in other ways. The company is not a party to any material proceedings arising under these laws and regulations. The company believes that compliance with existing environmental laws and regulations will not materially affect the consolidated financial condition, results of operations, cash flows or the competitive position of the company. The company believes it is currently in substantial compliance with all material environmental laws and regulations affecting the company and its properties. Litigation The company and its subsidiaries from time to time are parties to, or targets of, lawsuits, claims, investigations and proceedings, including personal injury, commercial, contract, environmental, antitrust, product liability, health and safety and employment matters, which are being handled and defended in the ordinary course of business. At this time, the company is defending 20 complaints filed by IDPs alleging that such distributors were misclassified as independent contractors. Seven of these lawsuits seek class and/or collective action treatment. The remaining thirteen cases either allege individual claims or do not seek class or collective action treatment or, in cases in which class treatment was sought, the court denied class certification. The respective courts have ruled on plaintiffs’ motions for class certification in three of the pending cases, each of which is discussed below. Unless otherwise noted, a class was conditionally certified under the Fair Labor Standards Act ("FLSA") in each of the cases described below, although the company has the ability to petition the court to decertify that class at a later date: Case Name Case No. Venue Date Filed Status Richard et al. v. Flowers Foods, Inc., 6:15-cv-02557 U.S. District Court Western 10/21/2015 On April 9, 2021, the court decertified the FLSA collective action and denied plaintiffs' motion to certify under Federal Rule of Civil Procedure 23 a state law class of distributors who operated in the state of Louisiana. Martins v. Flowers Foods, Inc., 8:16-cv-03145 U.S. District Court Middle 11/8/2016 Ludlow et al. v. Flowers Foods, Inc., Flowers Bakeries, LLC and Flowers Finance, LLC 3:18-cv-01190 U.S. District Court Southern District of California 6/6/2018 On July 5, 2022, the Court granted plaintiffs’ motion under Federal Rule of Civil Procedure 23 to certify a California state law class comprising of distributors who worked within California from June 6, 2014 to present and were classified as independent contractors. On March 15, 2023, the court denied defendants' motion to decertify the FLSA collective action. The company and/or its respective subsidiaries contests the allegations and are vigorously defending all of these lawsuits. Given the stage of the complaints and the claims and issues presented, except for lawsuits disclosed herein that have reached a settlement or agreement in principle, the company cannot reasonably estimate at this time the possible loss or range of loss that may arise from the unresolved lawsuits. Since the beginning of Fiscal 2021, the company has settled, and the appropriate court has approved, the following collective/class action lawsuits filed by IDPs alleging that such IDPs were misclassified as independent contractors: Case Name Case No. Venue Date Filed Comments Coronado v. Flowers Foods, Inc. 1:16-cv-00350 U.S. District Court District of 4/27/2016 On June 7, 2022, the Court approved an agreement to settle this matter for $ 137,500 , inclusive of attorneys’ fees, costs, damages and incentives for class members who are active distributors to enter into an amendment to their distributor agreements. The settlement was paid and the expense was recorded in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income during the second quarter of Fiscal 2022. Noll v. Flowers Foods, Inc., Lepage 1:15-cv-00493 U.S. District Court District of 12/3/2015 On April 26, 2022, the Court approved an agreement to settle this and two companion cases pending in the U.S. District Court for the District of Maine – Bowen et al. v. Flowers Foods, Inc. et al. (No. 1:20-cv-00411); and Aucoin et al. v. Flowers Foods, Inc. et al (No. 1:20-cv-00410) – for a payment of $ 16.5 million, comprised of $ 9.0 million in settlement funds and $ 7.5 million in attorneys’ fees. The settlement was paid during the second quarter of Fiscal 2022. The settlement also required a phased repurchase of approximately 75 distribution territories in Maine, which the company began servicing using company sales employees. The company estimated this cost to be $ 6.6 million (of which $ 4.7 million was originally included in other accrued liabilities and the remainder as a contra account to notes receivable). These amounts were recorded in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income during the third quarter of Fiscal 2021. The repurchase of distribution territories was completed during the first quarter of Fiscal 2023. The company remains committed to its IDP program. See Note 13, Debt and Other Obligations , for additional information on the company’s commitments. |
Earnings Per Share
Earnings Per Share | 4 Months Ended |
Apr. 22, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 16. EARNINGS PER SHARE The following is a reconciliation of net income and weighted average shares for calculating basic and diluted earnings per common share for the sixteen weeks ended April 22, 2023 and April 23, 2022, respectively (amounts and shares in thousands, except per share data): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Net income $ 70,710 $ 85,589 Basic Earnings Per Common Share: Basic weighted average shares outstanding for common stock 211,769 211,999 Basic earnings per common share $ 0.33 $ 0.40 Diluted Earnings Per Common Share: Basic weighted average shares outstanding for common stock 211,769 211,999 Add: Shares of common stock assumed issued upon exercise of 1,628 1,315 Diluted weighted average shares outstanding for common stock 213,397 213,314 Diluted earnings per common share $ 0.33 $ 0.40 There were 326,690 and 330,140 anti-dilutive shares during the sixteen weeks ended April 22, 2023 and April 23, 2022, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 4 Months Ended |
Apr. 22, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 17. STOCK-BASED COMPENSATION On March 5, 2014, our Board of Directors approved and adopted the 2014 Omnibus Equity and Incentive Compensation Plan (“Omnibus Plan”). The Omnibus Plan was approved by our shareholders on May 21, 2014. The Omnibus Plan authorizes the compensation committee of the Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents and other awards to provide our officers, key employees, and non-employee directors’ incentives and rewards for performance. Equity awards granted after May 21, 2014 are governed by the Omnibus Plan. Awards granted under the Omnibus Plan are limited to the authorized amount of 8,000,000 shares. The following is a summary of restricted stock and deferred stock outstanding under the Omnibus Plan described above. Information relating to the company’s stock appreciation rights, which were issued under a separate stock appreciation right plan, is also described below. The company typically grants awards at the beginning of its fiscal year. Information on grants to employees during the sixteen weeks ended April 22, 2023 is discussed below. Performance-Contingent Restricted Stock Awards Performance-Contingent Total Shareholder Return Shares (“TSR Shares”) Certain key employees have been granted performance-contingent restricted stock under the Omnibus Plan in the form of TSR Shares. The awards vest approximately three years from the date of grant (after the filing of the company’s Annual Report on Form 10-K), and the shares become non-forfeitable if, and to the extent that, on that date the vesting conditions are satisfied. The total shareholder return (“TSR”) is the percent change in the company’s stock price over the measurement period plus the dividends paid to shareholders. The performance payout is calculated at the end of each of the last four quarters (averaged) in the measurement period. Once the TSR is determined for the company (“Company TSR”), it is compared to the TSR of our food company peers (“Peer Group TSR”). The Company TSR compared to the Peer Group TSR will determine the payout as set forth below: Percentile Payout as % 90 th 200 % 70 th 150 % 50 th 100 % 30 th 50 % Below 30 th 0 % For performance between the levels described above, the degree of vesting is interpolated on a linear basis. The TSR Shares vest immediately if the grantee dies or becomes disabled. However, if the grantee retires at age 65 (or age 55 with at least 10 years of service with the company) or later, on the normal vesting date the grantee will receive a pro-rated number of shares based upon the retirement date and measured at the actual performance for the entire performance period. In addition, if the company undergoes a change in control, the TSR Shares will immediately vest at the target level, provided that if 12 months of the performance period have been completed, vesting will be determined based on Company TSR as of the date of the change in control without application of four-quarter averaging. During the vesting period, the grantee has none of the rights of a shareholder. Dividends declared during the vesting period will accrue and will be paid at vesting on the TSR Shares that ultimately vest. The fair value estimate was determined using a Monte Carlo simulation model, which utilizes multiple input variables to estimate the probability of the company achieving the market condition discussed above. Inputs into the model included the following for the company and comparator companies: (i) TSR from the beginning of the performance cycle through the measurement date; (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the comparator companies’ TSR. The inputs are based on historical capital market data. The following performance-contingent TSR Shares have been granted during the sixteen weeks ended April 22, 2023 under the Omnibus Plan (amounts in thousands, except price data): Grant Date Shares Vesting Date Fair Value 1/1/2023 338 3/1/2026 $ 33.52 Performance-Contingent Return on Invested Capital Shares (“ROIC Shares”) Certain key employees have been granted performance-contingent restricted stock under the Omnibus Plan in the form of ROIC Shares. The awards generally vest approximately three years from the date of grant (after the filing of the company’s Annual Report on Form 10-K), and the shares become non-forfeitable if, and to the extent that, on that date, the vesting conditions are satisfied. Return on Invested Capital (“ROIC”) is calculated by dividing our profit, as defined, by the invested capital. Generally, the performance condition requires the company’s average ROIC to exceed its average weighted cost of capital (“WACC”) by between 1.75 to 4.75 percentage points (the “ROI Target”) over the three fiscal year performance period. If the lowest ROI Target is not met, the awards are forfeited. The ROIC Shares can be earned based on a range from 0 % to 125 % of target as defined below: • ROIC above WACC by less than 1.75 percentage points pays 0 % of ROI Target; • ROIC above WACC by 1.75 percentage points pays 50 % of ROI Target; • ROIC above WACC by 3.75 percentage points pays 100 % of ROI Target; or • ROIC above WACC by 4.75 percentage points pays 125 % of ROI Target. For performance between the levels described above, the degree of vesting is interpolated on a linear basis. The ROIC Shares vest immediately if the grantee dies or becomes disabled. However, if the grantee retires at age 65 (or age 55 with at least 10 years of service with the company) or later, on the normal vesting date the grantee will receive a pro-rated number of ROIC Shares based upon the retirement date and actual performance for the entire performance period. In addition, if the company undergoes a change in control, the ROIC Shares will immediately vest at the target level. During the vesting period, the grantee has none of the rights of a shareholder. Dividends declared during the vesting period will accrue and will be paid at vesting on the ROIC Shares that ultimately vest. The fair value of this type of award is equal to the stock price on the grant date. Since these awards have a performance condition feature, the expense associated with these awards may change depending on the expected ROI Target attained at each reporting period. The 2021 award is being expensed at our current estimated payout percentage of 125 % of ROI Target, and the 2022 and 2023 awards are being expensed at 100 %. The following performance-contingent ROIC Shares have been granted under the Omnibus Plan during the sixteen weeks ended April 22, 2023 (amounts in thousands, except price data): Grant Date Shares Vesting Date Fair Value 1/1/2023 338 3/1/2026 $ 28.74 Performance-Contingent Restricted Stock The table below presents the TSR modifier share adjustment (a 148 % final payout), ROIC modifier share adjustment (a 125 % final payout), accumulated dividends on vested shares, and the tax benefit at vesting of the performance-contingent restricted stock awards (amounts in thousands, except per share data): Award Granted Fiscal Year TSR Modifier ROIC Modifier Dividends at Tax Fair Value at 2020 2023 151,513 78,893 $ 2,154 $ 1,424 $ 24,652 The company’s performance-contingent restricted stock activity for the sixteen weeks ended April 22, 2023 is presented below (amounts in thousands, except price data): Shares Weighted Nonvested shares at December 31, 2022 2,009 $ 25.83 Granted 676 $ 31.13 Grant increase for achieving the ROIC modifier 79 $ 31.13 Grant increase for achieving the TSR modifier 151 $ 31.13 Vested ( 868 ) $ 23.51 Forfeited ( 59 ) $ 27.96 Nonvested shares at April 22, 2023 1,988 $ 28.32 As of April 22, 2023, there was $ 34.2 million of total unrecognized compensation cost related to non-vested restricted stock granted under the Omnibus Plan. That cost is expected to be recognized over a weighted-average period of 2.26 years. Time-Based Restricted Stock Units Certain key employees have been granted time-based restricted stock units (“TBRSU Shares”). The executive officers of the company did not receive any TBRSU Shares. These awards vest on January 5 th each year in equal installments over a three-year period which began in Fiscal 2020. Dividends earned on shares will be held by the company during the vesting period and paid in cash when the awards vest and shares are distributed. The following TBRSU Shares have been granted under the Omnibus Plan during the sixteen weeks ended April 22, 2023 (amounts in thousands, except price data): Grant Date Shares Granted Vesting Date Fair Value 1/1/2023 220 Equally over 3 years $ 28.74 The TBRSU Shares activity for the sixteen weeks ended April 22, 2023 is set forth below (amounts in thousands, except price data): TBRSU Shares Weighted Weighted Unrecognized Nonvested shares at December 31, 2022 462 $ 24.62 Vested ( 208 ) $ 23.92 Granted 220 $ 28.74 Forfeitures ( 9 ) $ 26.77 Nonvested shares at April 22, 2023 465 $ 26.82 2.15 $ 9,784 The table below presents the accumulated dividends on vested shares and the tax benefit/(expense) at vesting of the time-based restricted stock units (amounts in thousands). Award Granted Fiscal Year Dividends at Tax Fair Value at 2022 2023 $ 58 $ 20 $ 1,949 2021 2023 $ 133 $ 118 $ 2,232 2020 2023 $ 153 $ 108 $ 1,782 Deferred Stock Non-employee directors may convert their annual board retainers into deferred stock equal in value to 100 % of the cash payments directors would otherwise receive and the vesting period is a one-year period to match the period that cash would have been received if no conversion existed. Accumulated dividends are paid upon delivery of the shares. During the sixteen weeks ended April 22, 2023, non-employee directors elected to receive, and were granted, an aggregate grant of 3,479 common shares for board retainer deferrals pursuant to the Omnibus Plan. During the first quarter of Fiscal 2022, non-employee directors elected to receive, and were granted, an aggregate grant of 3,640 shares for board retainer deferrals pursuant to the Omnibus Plan which vested during the first quarter of Fiscal 2023. Non-employee directors received 2,707 shares of previously deferred board retainer deferrals during the sixteen weeks ended April 22, 2023. Non-employee directors also receive annual grants of deferred stock. This deferred stock vests one year from the grant date. The deferred stock will be distributed to the grantee at a time designated by the grantee at the date of grant. Compensation expense is recorded on this deferred stock over the one-year vesting period. During the second quarter of Fiscal 2022, non-employee directors were granted 58,300 shares for their annual grant pursuant to the Omnibus Plan. Non-employee directors received 5,780 shares of previously deferred annual grant awards during the sixteen weeks ended April 22, 2023. The deferred stock activity for the sixteen weeks ended April 22, 2023 is set forth below (amounts in thousands, except price data): Shares Weighted Weighted Unrecognized Nonvested shares at December 31, 2022 62 $ 27.37 Vested ( 3 ) $ 27.47 Granted 3 $ 28.74 Nonvested shares at April 22, 2023 62 $ 27.44 0.29 $ 218 Stock-Based Payments Compensation Expense Summary The following table summarizes the company’s stock-based compensation expense for the sixteen weeks ended April 22, 2023 and April 23, 2022, respectively (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Performance-contingent restricted stock awards $ 7,510 $ 6,915 TBRSU Shares 1,837 1,647 Deferred and restricted stock 489 519 Total stock-based compensation $ 9,836 $ 9,081 |
Postretirement Plans
Postretirement Plans | 4 Months Ended |
Apr. 22, 2023 | |
Retirement Benefits [Abstract] | |
Postretirement Plans | 18. POSTRETIREMENT PLANS The following summarizes the company’s Condensed Consolidated Balance Sheets related pension and other postretirement benefit plan accounts at April 22, 2023 compared to accounts at December 31, 2022 (amounts in thousands): April 22, 2023 December 31, 2022 Noncurrent benefit asset $ 4,801 $ 4,902 Current benefit liability $ 710 $ 710 Noncurrent benefit liability $ 5,801 $ 5,814 AOCI, net of tax $ ( 684 ) $ ( 625 ) Defined Benefit Plans and Nonqualified Plan The company sponsors two pension plans, the Flowers Foods, Inc. Retirement Plan No. 2, and the Tasty Baking Company Supplemental Executive Retirement Plan (“Tasty SERP”). The Tasty SERP is frozen and has only retirees and beneficiaries remaining in the plan. The company used a measurement date of December 31, 2022 for the defined benefit and postretirement benefit plans described below. There were no contributions made by the company to any plan during the sixteen weeks ended April 22, 2023 and April 23, 2022. The net periodic pension cost for the company’s plans include the following components (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Service cost $ 210 $ 366 Interest cost 401 272 Expected return on plan assets ( 480 ) ( 577 ) Amortization of prior service cost 18 17 Amortization of net loss 53 142 Total net periodic pension cost $ 202 $ 220 The components of net periodic benefit cost other than the service cost are included in the other components of net periodic pension and postretirement benefit plans credit line item on our Condensed Consolidated Statements of Income. Postretirement Benefit Plan The company provides certain health care and life insurance benefits for eligible retired employees covered under the active medical plans. The plan incorporates an up-front deductible, coinsurance payments and retiree contributions at various premium levels. Eligibility and maximum period of coverage is based on age and length of service. The net periodic postretirement expense for the company includes the following components (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Service cost $ 55 $ 66 Interest cost 73 34 Amortization of prior service credit ( 72 ) ( 72 ) Amortization of net gain ( 76 ) ( 54 ) Total net periodic postretirement (credit) cost $ ( 20 ) $ ( 26 ) The components of net periodic postretirement benefits cost other than the service cost are included in the other components of net periodic pension and postretirement benefit plans credit line item on our Condensed Consolidated Statements of Income. 401(k) Retirement Savings Plan The Flowers Foods, Inc. 401(k) Retirement Savings Plan covers substantially all the company’s employees who have completed certain service requirements. The total cost and employer contributions were as follows (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Total cost and employer contributions $ 9,974 $ 9,406 Multi-employer Pension Plan On July 19, 2022, the company announced the closure of the Holsum Bakery in Phoenix, Arizona. The bakery produced bread and bun products and ceased production on October 31, 2022. As a result, the union participants of the IAM National Pension Fund (the “IAM Fund”) at the Phoenix bakery will withdraw from the IAM Fund. The company recorded a liability of $ 1.3 million for the withdrawal from the IAM Fund. While this is our best estimate of the ultimate cost of the withdrawal from this plan, additional withdrawal liability may be incurred based on the final IAM Fund assessment or in the event of a mass withdrawal, as defined by statute, occurring anytime within the next three years. |
Income Taxes
Income Taxes | 4 Months Ended |
Apr. 22, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. INCOME TAXES The company’s effective tax rate for the sixteen weeks ended April 22, 2023 was 21.4 % compared to 22.3 % for the sixteen weeks ended April 23, 2022. Discrete tax benefits in the current quarter reduced the effective rate and resulted in a larger benefit when compared to the discrete tax benefit for the prior year. During the sixteen weeks ended April 22, 2023 and April 23, 2022, the primary differences in the effective rate and the statutory rate were state income taxes and windfall tax benefits on stock-based compensation. During the sixteen weeks ended April 22, 2023, the company’s activity with respect to its uncertain tax positions and related interest expense accrual was not significant to the Condensed Consolidated Financial Statements. As of April 22, 2023, we do not anticipate significant changes to the amount of gross unrecognized tax benefits over the next twelve months. |
Subsequent Events
Subsequent Events | 4 Months Ended |
Apr. 22, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. SUBSEQUENT EVENTS The company has evaluated subsequent events since April 22, 2023, the date of these financial statements. We believe there were no material events or transactions discovered during this evaluation that require recognition or disclosure in the financial statements |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 4 Months Ended |
Apr. 22, 2023 | |
Accounting Policies [Abstract] | |
Reporting Segment | REPORTING SEGMENT — The company has one operating segment based on the nature of products the company sells, intertwined production and distribution model, the internal management structure and information that is regularly reviewed by the chief executive officer (“CEO”), who is the chief operating decision maker, for the purpose of assessing performance and allocating resources. |
Reporting Periods - Fiscal Year End | REPORTING PERIODS — Fiscal Year End. Our fiscal year ends on the Saturday nearest December 31, resulting in a 53 rd reporting week every five or six years. The last 53-week year was our Fiscal 2020. The next 53-week year will be Fiscal 2025. Our internal financial results and key performance indicators are reported on a weekly calendar basis to ensure the same numbers of Saturdays and Sundays in comparable months and to allow for a consistent four-week progression analysis. The company has elected the first quarter to report the extra four-week period. As such, our quarters are divided as follows: Quarter Number of Weeks First Quarter Sixteen Second Quarter Twelve Third Quarter Twelve Fourth Quarter Twelve (or Thirteen in fiscal years with an extra week) Accordingly, interim results may not be indicative of subsequent interim period results, or comparable to prior or subsequent interim period results, due to differences in the lengths of the interim periods. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Accounting Policies [Abstract] | |
Effect of Largest Customer on Sales | Below is the effect that our largest customer, Walmart/Sam’s Club, had on the company’s sales for the sixteen weeks ended April 22, 2023 and April 23, 2022. Walmart/Sam’s Club is the only customer to account for greater than 10% of the company’s sales. For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 (% of Sales) Total 22.1 21.1 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Restructuring and Related Activities [Abstract] | |
Components of Costs Associated with Restructuring | The table below presents the components of costs associated with the restructuring (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 Restructuring charges: VSIP $ 3,927 Relocation costs 268 Total restructuring charges $ 4,195 |
Components of, and Changes in Restructuring Accruals | The table below presents the components of, and changes in, our restructuring accruals (amounts in thousands): VSIP Relocation Costs Total Liability balance at December 31, 2022 $ — $ — $ — Charges 3,927 268 4,195 Cash payments ( 509 ) ( 268 ) ( 777 ) Liability balance (1) at April 22, 2023 $ 3,418 $ — $ 3,418 (1) Recorded in the other accrued liabilities line item of our Condensed Consolidated Balance Sheets. |
Acquisition (Tables)
Acquisition (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Business Combinations [Abstract] | |
Summary of Consideration Paid and Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid for Papa Pita based on the fair value at the acquisition date. This table is based on preliminary valuations for the assets acquired (the company did no t acquire any cash) and liabilities assumed. The identifiable intangible assets, property and equipment, and certain financial assets and taxes are still under review. We will continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed until the first quarter of Fiscal 2024 when the allocation will be final (amounts in thousands): Fair Value of consideration transferred: Cash consideration paid $ 270,451 Working capital adjustments 3,075 Total consideration $ 273,526 Recognized amounts of identifiable assets acquired and Property, plant, and equipment $ 104,118 Identifiable intangible assets 27,100 Financial assets 14,779 Liabilities assumed ( 3,501 ) Net recognized amounts of identifiable assets acquired 142,496 Goodwill $ 131,030 |
Schedule of Acquired Intangible Assets Subject to Amortization | The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods): Total Weighted average amortization years Amortization Method Trademarks $ 4,600 20.0 Straight-line Customer relationships 22,200 25.0 Sum of year digits Noncompete agreements 300 4.0 Straight-line Total intangible assets $ 27,100 23.9 |
Leases (Tables)
Leases (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Leases [Abstract] | |
Lease Modifications and Renewals and Lease Terminations | The following table details lease modifications and renewals and lease terminations (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Lease modifications and renewals $ 17,348 $ 13,815 Lease terminations $ 36 $ 1,024 |
Lease Costs Incurred By Lease Type, and/or Type Of Payment | Lease costs incurred by lease type, and/or type of payment, and other supplemental quantitative disclosures as of and for the sixteen weeks ended April 22, 2023 and April 23, 2022 were as follows (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Lease cost: Amortization of right-of-use assets $ 524 $ 524 Interest on lease liabilities 16 35 Operating lease cost 19,318 19,648 Short-term lease cost 825 698 Variable lease cost 10,924 9,638 Total lease cost $ 31,607 $ 30,543 |
Other Supplemental Quantitative Disclosures | For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases $ 16 $ 35 Operating cash flows from operating leases $ 21,134 $ 16,400 Financing cash flows from financing leases $ 599 $ 426 Right-of-use assets obtained in exchange for new financing lease liabilities $ — $ — Right-of-use assets obtained in exchange for new operating lease liabilities $ 17,628 $ 14,834 Weighted-average remaining lease term (years): Financing leases 0.8 Operating leases 7.7 Weighted-average IBR (percentage): Financing leases 3.4 Operating leases 3.9 |
Estimated Undiscounted Future Lease Payments Under Non-Cancelable Operating Leases and Financing Leases with Reconciliation of Undiscounted Cash Flows | Estimated undiscounted future lease payments under non-cancelable operating leases and financing leases, along with a reconciliation of the undiscounted cash flows to operating and financing lease liabilities, respectively, as of April 22, 2023 (in thousands) were as follows: Operating lease Financing lease Remainder of 2023 $ 40,771 $ 1,214 2024 55,881 104 2025 53,146 — 2026 36,677 — 2027 30,903 — 2028 and thereafter 119,581 — Total minimum lease payments 336,959 1,318 Less: amount of lease payments representing interest ( 50,432 ) ( 16 ) Present value of future minimum lease payments 286,527 1,302 Less: current obligations under leases ( 49,606 ) ( 1,232 ) Long-term lease obligations $ 236,921 $ 70 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) ("AOCI") (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Summary of Reclassifications Out of AOCI | During the sixteen weeks ended April 22, 2023 and April 23, 2022, reclassifications out of AOCI were as follows (amounts in thousands): Amount Reclassified from AOCI For the Sixteen Weeks Ended Affected Line Item in the Statement Details about AOCI Components (Note 2) April 22, 2023 April 23, 2022 Where Net Income is Presented Derivative instruments: Interest rate contracts $ 153 $ 153 Interest expense Commodity contracts ( 1,407 ) 1,138 Cost of sales, Note 3 Total before tax ( 1,254 ) 1,291 Total before tax Tax benefit (expense) 314 ( 322 ) Income tax expense Total net of tax ( 940 ) 969 Net of tax Pension and postretirement plans: Prior-service credits 55 55 Note 1 Actuarial gain (losses) 23 ( 88 ) Note 1 Total before tax 78 ( 33 ) Total before tax Tax (expense) benefit ( 19 ) 8 Income tax expense Total net of tax 59 ( 25 ) Net of tax Total reclassifications $ ( 881 ) $ 944 Net of tax Note 1: These items are included in the computation of net periodic pension cost and are reported in the other components of net periodic pension and postretirement benefits credit line item on the Condensed Consolidated Statements of Income. See Note 18, Postretirement Plans , for additional information. Note 2: Amounts in parentheses indicate debits to determine net income. Note 3: Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. |
Changes to AOCI, Net of Income Tax | During the sixteen weeks ended April 22, 2023, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance): Cash Flow Defined Pension Total AOCI at December 31, 2022 $ 2,099 $ ( 625 ) $ 1,474 Other comprehensive loss before reclassifications ( 3,044 ) — ( 3,044 ) Reclassified to earnings from AOCI 940 ( 59 ) 881 AOCI at April 22, 2023 $ ( 5 ) $ ( 684 ) $ ( 689 ) During the sixteen weeks ended April 23, 2022, changes to AOCI, net of income tax, by component were as follows (amounts in thousands and parentheses denote a debit balance): Cash Flow Defined Pension Total AOCI at January 1, 2022 $ 6,043 $ ( 3,456 ) $ 2,587 Other comprehensive income before reclassifications 11,220 — 11,220 Reclassified to earnings from AOCI ( 969 ) 25 ( 944 ) AOCI at April 23, 2022 $ 16,294 $ ( 3,431 ) $ 12,863 |
Gain (Loss) Reclassified From AOCI for Commodity Contracts | The following table presents the net of tax amount reclassified from AOCI for our commodity contracts (amounts in thousands and positive value indicates credits to determine net income): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Gross (loss) gain reclassified from AOCI into net $ ( 1,407 ) $ 1,138 Tax benefit (expense) 352 ( 284 ) Net of tax $ ( 1,055 ) $ 854 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Other Intangible Assets | The table below summarizes our goodwill and other intangible assets at April 22, 2023 and December 31, 2022, respectively, each of which is explained in additional detail below (amounts in thousands): April 22, 2023 December 31, 2022 Goodwill $ 676,274 $ 545,244 Amortizable intangible assets, net 555,159 537,281 Indefinite-lived intangible assets 127,100 127,100 Total goodwill and other intangible assets $ 1,358,533 $ 1,209,625 |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill during the first quarter of Fiscal 2023, during which time we completed the acquisition of Papa Pita, are as follows (amounts in thousands): Total Balance as of December 31, 2022 $ 545,244 Acquisition 131,030 Balance as of April 22, 2023 $ 676,274 |
Amortizable Intangible Assets | As of April 22, 2023 and December 31, 2022, respectively, the company had the following amounts related to amortizable intangible assets (amounts in thousands): April 22, 2023 December 31, 2022 Asset Cost Accumulated Net Cost Accumulated Net Trademarks $ 481,715 $ 97,285 $ 384,430 $ 477,115 $ 92,763 $ 384,352 Customer relationships 340,221 172,565 167,656 318,021 167,688 150,333 Non-compete agreements 5,454 5,132 322 5,154 5,114 40 Distributor relationships 4,123 3,757 366 4,123 3,673 450 Distributor routes held and used 3,750 1,365 2,385 3,249 1,143 2,106 Total $ 835,263 $ 280,104 $ 555,159 $ 807,662 $ 270,381 $ 537,281 |
Aggregate Amortization Expense | Aggregate amortization expense for the sixteen weeks ended April 22, 2023 and April 23, 2022 was as follows (amounts in thousands): Amortization For the sixteen weeks ended April 22, 2023 $ 9,723 For the sixteen weeks ended April 23, 2022 $ 9,749 |
Estimated Amortization of Intangibles | Estimated amortization of intangibles for each of the next five years is as follows (amounts in thousands): Amortization of Remainder of 2023 $ 22,719 2024 $ 32,160 2025 $ 31,378 2026 $ 29,227 2027 $ 27,374 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Fair Value Disclosures [Abstract] | |
Interest Income Primarily Related to IDPs Notes Receivable | Interest income was primarily related to the IDPs’ notes receivable and was as follows (amounts in thousands): Interest For the sixteen weeks ended April 22, 2023 $ 6,951 For the sixteen weeks ended April 23, 2022 $ 6,757 |
Carrying Value of Distributor Notes Receivable | At April 22, 2023 and December 31, 2022, respectively, the carrying value of the distributor notes receivable was as follows (amounts in thousands): April 22, 2023 December 31, 2022 Distributor notes receivable $ 160,086 $ 163,354 Less: current portion of distributor notes receivable recorded in ( 26,020 ) ( 26,472 ) Long-term portion of distributor notes receivable $ 134,066 $ 136,882 |
Schedule of Fair Value of Notes | The fair value of the 2031 notes and 2026 notes are presented in the table below (amounts in thousands, except level classification): Carrying Value Fair Value Level 2031 notes $ 494,218 $ 413,669 2 2026 notes $ 398,024 $ 384,182 2 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Net Fair Value of Commodity Price Risk | As of April 22, 2023, the company’s hedge portfolio contained commodity derivatives, which are recorded in the following accounts with fair values measured as indicated (amounts in thousands): Level 1 Level 2 Level 3 Total Assets: Other current $ — $ — $ — $ — Other long-term — — — — Total — — — — Liabilities: Other current ( 3,159 ) — — ( 3,159 ) Other long-term ( 284 ) — — ( 284 ) Total ( 3,443 ) — — ( 3,443 ) Net Fair Value $ ( 3,443 ) $ — $ — $ ( 3,443 ) As of December 31, 2022, the company’s hedge portfolio contained commodity derivatives, which are recorded in the following accounts with fair values measured as indicated (amounts in thousands): Level 1 Level 2 Level 3 Total Assets: Other current $ 782 $ — $ — $ 782 Other long-term 2 — — 2 Total 784 — — 784 Liabilities: Other current ( 1,149 ) — — ( 1,149 ) Other long-term ( 86 ) — — ( 86 ) Total ( 1,235 ) — — ( 1,235 ) Net Fair Value $ ( 451 ) $ — $ — $ ( 451 ) |
Derivative Instruments Located on Condensed Consolidated Balance Sheet | The company has the following derivative instruments located on the Condensed Consolidated Balance Sheets, which are utilized for the risk management purposes detailed above (amounts in thousands): Derivative Assets Derivative Liabilities April 22, 2023 December 31, 2022 April 22, 2023 December 31, 2022 Derivatives Designated as Balance Fair Value Balance Fair Value Balance Fair Value Balance Fair Value Commodity contracts Other $ — Other $ 782 Other $ 3,159 Other $ 1,149 Commodity contracts Other — Other 2 Other 284 Other 86 Total $ — $ 784 $ 3,443 $ 1,235 |
Effect of Derivative Instruments for Deferred Gains And (Losses) on Closed Contracts and Effective Portion in Fair Value on AOCI, Utilized for Risk Management Purposes (Detail) | The company had the following derivative instruments for deferred gains and (losses) on closed contracts and the effective portion for changes in fair value recorded in AOCI (no amounts were excluded from the effectiveness test), all of which are utilized for the risk management purposes detailed above (amounts in thousands and net of tax): Amount of (Loss) or Gain Amount of Gain or (Loss) Recognized in AOCI on Derivatives Reclassified from AOCI (Effective Portion) Location of Gain or (Loss) into Income (Effective Portion) Derivatives in Cash Flow For the Sixteen Weeks Ended Reclassified from AOCI For the Sixteen Weeks Ended Hedge Relationships(1) April 22, 2023 April 23, 2022 into Income (Effective Portion)(2) April 22, 2023 April 23, 2022 Interest rate contracts $ — $ — Interest expense $ 115 $ 115 Commodity contracts ( 3,044 ) 11,220 Production costs(3) ( 1,055 ) 854 Total $ ( 3,044 ) $ 11,220 $ ( 940 ) $ 969 1. Amounts in parentheses indicate debits to determine net income. 2. Amounts in parentheses, if any, indicate credits to determine net income. Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). |
Accumulated Other Comprehensive Loss (Income) Related to Derivative Transactions | At April 22, 2023, the balance in AOCI related to commodity price risk and interest rate risk derivative transactions that closed or will expire over the following years are as follows (amounts in thousands and net of tax) (amounts in parenthesis indicate a debit balance): Commodity Interest Totals Closed contracts $ 3 $ 2,575 $ 2,578 Expiring in 2023 ( 2,154 ) — ( 2,154 ) Expiring in 2024 ( 429 ) — ( 429 ) Total $ ( 2,580 ) $ 2,575 $ ( 5 ) |
Financial Contracts Hedging Commodity Risk | As of April 22, 2023, the company had the following outstanding financial contracts that were entered to hedge commodity risk (amounts in thousands): Notional Wheat contracts $ 13,917 Soybean oil contracts 19,069 Natural gas contracts 5,043 Total $ 38,029 |
Other Current and Non-Current_2
Other Current and Non-Current Assets (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Components of Other Current Assets | Other current assets consist of (amounts in thousands): April 22, 2023 December 31, 2022 Prepaid assets $ 4,240 $ 4,589 Service contracts 23,757 25,595 Prepaid insurance 2,117 5,709 Prepaid marketing 8,809 3,917 Fair value of derivative instruments — 782 Collateral to counterparties for derivative positions 8,353 7,210 Income taxes receivable 3,892 — Other 616 216 Total $ 51,784 $ 48,018 |
Components of Other Non-Current Assets | Other non-current assets consist of (amounts in thousands): April 22, 2023 December 31, 2022 Unamortized financing fees $ 1,839 $ 1,356 Investments 2,516 2,506 Investment in unconsolidated affiliate 9,000 9,000 Deposits 2,385 2,444 Unamortized cloud computing arrangement costs 159 258 Noncurrent postretirement benefit plan asset 4,801 4,902 Noncurrent service contracts 2,280 3,957 Other 90 92 Total $ 23,070 $ 24,515 |
Other Accrued Liabilities and_2
Other Accrued Liabilities and Other Long-Term Liabilities (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Accrued Liabilities | Other accrued liabilities consist of (amounts in thousands): April 22, 2023 December 31, 2022 Employee compensation $ 27,596 $ 26,762 Employee vacation 19,043 16,058 VSIP 3,418 — Employee bonus 6,974 29,526 Fair value of derivative instruments 3,159 1,149 Self-insurance reserves 30,594 30,599 Bank overdraft 13,699 17,960 Accrued interest 2,443 7,127 Accrued utilities 5,635 6,861 Accrued taxes 9,672 11,970 Accrued advertising 4,562 4,813 Accrued legal settlements — 5,500 Accrued legal costs 4,064 3,021 Accrued short-term deferred income 3,763 3,893 Collateral due to counterparties for derivative positions 2,961 3,085 Acquisition consideration adjustment 753 753 Net working capital purchase price adjustment payable 3,075 — Multi-employer pension plan withdrawal liability 1,297 1,297 Repurchase obligations of distribution rights — 432 Other 5,419 4,470 Total $ 148,127 $ 175,276 |
Components of Other Long Term Liabilities | Other long-term liabilities consist of (amounts in thousands): April 22, 2023 December 31, 2022 Deferred income $ 9,878 $ 11,235 Deferred compensation 25,385 23,675 Other deferred credits 279 382 Other 601 406 Total $ 36,143 $ 35,698 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | The table below presents the assets held for sale as of April 22, 2023 and December 31, 2022, respectively (amounts in thousands): April 22, 2023 December 31, 2022 Distributor territories $ 9,190 $ 7,608 Property, plant and equipment 4,882 4,885 Total assets held for sale $ 14,072 $ 12,493 |
Debt and Other Obligations (Tab
Debt and Other Obligations (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Long Term Debt (Net of Issuance Costs and Debt Discounts Excluding Line-of-credit Arrangements) | Long-term debt (net of issuance costs and debt discounts excluding line-of-credit arrangements) (leases are separately discussed in Note 5, Leases ) consisted of the following at April 22, 2023 and December 31, 2022, respectively (amounts in thousands): April 22, 2023 December 31, 2022 Unsecured credit facility $ 111,000 $ — 2031 notes 494,218 493,994 2026 notes 398,024 397,848 Accounts receivable repurchase facility 60,000 — Accounts receivable securitization facility — — 1,063,242 891,842 Less current maturities of long-term debt — — Total long-term debt $ 1,063,242 $ 891,842 |
Aggregate Maturities of Debt Outstanding | Aggregate maturities of debt outstanding as of April 22, 2023 are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands): Remainder of 2023 $ — 2024 — 2025 60,000 2026 511,000 2027 — 2028 and thereafter 500,000 Total $ 1,071,000 |
Reconciliation of Debt Issuance Costs and Debt Discounts to the Net Carrying Value for Each Debt Obligation (Excluding Line of Credit Arrangements) | The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at April 22, 2023 (amounts in thousands): Debt Issuance Costs Face Value and Debt Discount Net Carrying Value 2031 notes $ 500,000 $ 5,782 $ 494,218 2026 notes 400,000 1,976 398,024 Total $ 900,000 $ 7,758 $ 892,242 The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at December 31, 2022 (amounts in thousands): Debt Issuance Costs Face Value and Debt Discount Net Carrying Value 2031 notes $ 500,000 $ 6,006 $ 493,994 2026 notes 400,000 2,152 397,848 Total $ 900,000 $ 8,158 $ 891,842 |
Schedule of Highest and Lowest Outstanding Balance Under Credit Facility | The table below presents the highest and lowest outstanding balance under the repurchase facility during the sixteen weeks ended April 22, 2023: Amount High balance $ 60,000 Low balance $ — |
Accounts Receivable Repurchase Facility | |
Schedule of Borrowings and Repayments Under Credit Facility | The table below presents the borrowings and repayments under the repurchase facility during the sixteen weeks ended April 22, 2023: Amount Balance at December 31, 2022 $ — Borrowings 60,000 Payments — Balance at April 22, 2023 $ 60,000 |
Schedule of Net Amount Available Under Credit Facility | The table below presents the net amount available for working capital and general corporate purposes under the repurchases facility as of April 23, 2022: Amount Gross amount available $ 200,000 Outstanding ( 60,000 ) Available for withdrawal $ 140,000 |
Accounts Receivable Securitization Facility | |
Schedule of Borrowings and Repayments Under Credit Facility | The table below presents the borrowings and repayments under the securitization facility during the sixteen weeks ended April 22, 2023: Amount Balance at December 31, 2022 $ — Borrowings 28,000 Payments ( 28,000 ) Balance at April 22, 2023 $ — The table below presents the highest and lowest outstanding balance under the securitization facility during the sixteen weeks ended April 22, 2023: Amount High balance $ 28,000 Low balance $ — |
Unsecured Credit Facility | |
Schedule of Borrowings and Repayments Under Credit Facility | The table below presents the borrowings and repayments under the credit facility during the sixteen weeks ended April 22, 2023. Amount Balance at December 31, 2022 $ — Borrowings 399,900 Payments ( 288,900 ) Balance at April 22, 2023 $ 111,000 |
Schedule of Net Amount Available Under Credit Facility | The table below presents the net amount available under the credit facility as of April 22, 2023: Amount Gross amount available $ 500,000 Outstanding ( 111,000 ) Letters of credit ( 8,400 ) Available for withdrawal $ 380,600 The table below presents the highest and lowest outstanding balance under the credit facility during the sixteen weeks ended April 22, 2023: Amount High balance $ 174,000 Low balance $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Common Share | The following is a reconciliation of net income and weighted average shares for calculating basic and diluted earnings per common share for the sixteen weeks ended April 22, 2023 and April 23, 2022, respectively (amounts and shares in thousands, except per share data): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Net income $ 70,710 $ 85,589 Basic Earnings Per Common Share: Basic weighted average shares outstanding for common stock 211,769 211,999 Basic earnings per common share $ 0.33 $ 0.40 Diluted Earnings Per Common Share: Basic weighted average shares outstanding for common stock 211,769 211,999 Add: Shares of common stock assumed issued upon exercise of 1,628 1,315 Diluted weighted average shares outstanding for common stock 213,397 213,314 Diluted earnings per common share $ 0.33 $ 0.40 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Payout Determined from Total Shareholder Return Shares | The Company TSR compared to the Peer Group TSR will determine the payout as set forth below: Percentile Payout as % 90 th 200 % 70 th 150 % 50 th 100 % 30 th 50 % Below 30 th 0 % |
Performance-Contingent Restricted Stock Awards | The table below presents the TSR modifier share adjustment (a 148 % final payout), ROIC modifier share adjustment (a 125 % final payout), accumulated dividends on vested shares, and the tax benefit at vesting of the performance-contingent restricted stock awards (amounts in thousands, except per share data): Award Granted Fiscal Year TSR Modifier ROIC Modifier Dividends at Tax Fair Value at 2020 2023 151,513 78,893 $ 2,154 $ 1,424 $ 24,652 |
Performance-Contingent Restricted Stock Activity | The company’s performance-contingent restricted stock activity for the sixteen weeks ended April 22, 2023 is presented below (amounts in thousands, except price data): Shares Weighted Nonvested shares at December 31, 2022 2,009 $ 25.83 Granted 676 $ 31.13 Grant increase for achieving the ROIC modifier 79 $ 31.13 Grant increase for achieving the TSR modifier 151 $ 31.13 Vested ( 868 ) $ 23.51 Forfeited ( 59 ) $ 27.96 Nonvested shares at April 22, 2023 1,988 $ 28.32 |
Time-Based Restricted Stock Units Awards | The following TBRSU Shares have been granted under the Omnibus Plan during the sixteen weeks ended April 22, 2023 (amounts in thousands, except price data): Grant Date Shares Granted Vesting Date Fair Value 1/1/2023 220 Equally over 3 years $ 28.74 |
Time-Based Restricted Stock Units Activity | The TBRSU Shares activity for the sixteen weeks ended April 22, 2023 is set forth below (amounts in thousands, except price data): TBRSU Shares Weighted Weighted Unrecognized Nonvested shares at December 31, 2022 462 $ 24.62 Vested ( 208 ) $ 23.92 Granted 220 $ 28.74 Forfeitures ( 9 ) $ 26.77 Nonvested shares at April 22, 2023 465 $ 26.82 2.15 $ 9,784 |
Vesting of Time-Based Restricted Stock Units | The table below presents the accumulated dividends on vested shares and the tax benefit/(expense) at vesting of the time-based restricted stock units (amounts in thousands). Award Granted Fiscal Year Dividends at Tax Fair Value at 2022 2023 $ 58 $ 20 $ 1,949 2021 2023 $ 133 $ 118 $ 2,232 2020 2023 $ 153 $ 108 $ 1,782 |
Deferred Stock Activity | The deferred stock activity for the sixteen weeks ended April 22, 2023 is set forth below (amounts in thousands, except price data): Shares Weighted Weighted Unrecognized Nonvested shares at December 31, 2022 62 $ 27.37 Vested ( 3 ) $ 27.47 Granted 3 $ 28.74 Nonvested shares at April 22, 2023 62 $ 27.44 0.29 $ 218 |
Summary of Company's Stock Based Compensation Expense | The following table summarizes the company’s stock-based compensation expense for the sixteen weeks ended April 22, 2023 and April 23, 2022, respectively (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Performance-contingent restricted stock awards $ 7,510 $ 6,915 TBRSU Shares 1,837 1,647 Deferred and restricted stock 489 519 Total stock-based compensation $ 9,836 $ 9,081 |
Performance-Contingent Total Shareholder Return Shares | |
Performance Contingent TSR Shares, ROIC Shares and Restricted Stock Awards | The following performance-contingent TSR Shares have been granted during the sixteen weeks ended April 22, 2023 under the Omnibus Plan (amounts in thousands, except price data): Grant Date Shares Vesting Date Fair Value 1/1/2023 338 3/1/2026 $ 33.52 |
Return On Invested Capital | |
Performance Contingent TSR Shares, ROIC Shares and Restricted Stock Awards | The following performance-contingent ROIC Shares have been granted under the Omnibus Plan during the sixteen weeks ended April 22, 2023 (amounts in thousands, except price data): Grant Date Shares Vesting Date Fair Value 1/1/2023 338 3/1/2026 $ 28.74 |
Postretirement Plans (Tables)
Postretirement Plans (Tables) | 4 Months Ended |
Apr. 22, 2023 | |
Summary of Company's Condensed Consolidated Balance Sheets Related Pension and Other Postretirement Benefit Plan | The following summarizes the company’s Condensed Consolidated Balance Sheets related pension and other postretirement benefit plan accounts at April 22, 2023 compared to accounts at December 31, 2022 (amounts in thousands): April 22, 2023 December 31, 2022 Noncurrent benefit asset $ 4,801 $ 4,902 Current benefit liability $ 710 $ 710 Noncurrent benefit liability $ 5,801 $ 5,814 AOCI, net of tax $ ( 684 ) $ ( 625 ) |
Summary of Total Cost and Employer Contributions | The Flowers Foods, Inc. 401(k) Retirement Savings Plan covers substantially all the company’s employees who have completed certain service requirements. The total cost and employer contributions were as follows (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Total cost and employer contributions $ 9,974 $ 9,406 |
Pension plans | |
Components of Net Periodic Benefit / Cost | The net periodic pension cost for the company’s plans include the following components (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Service cost $ 210 $ 366 Interest cost 401 272 Expected return on plan assets ( 480 ) ( 577 ) Amortization of prior service cost 18 17 Amortization of net loss 53 142 Total net periodic pension cost $ 202 $ 220 |
Postretirement Benefit Plan | |
Components of Net Periodic Benefit / Cost | The net periodic postretirement expense for the company includes the following components (amounts in thousands): For the Sixteen Weeks Ended April 22, 2023 April 23, 2022 Service cost $ 55 $ 66 Interest cost 73 34 Amortization of prior service credit ( 72 ) ( 72 ) Amortization of net gain ( 76 ) ( 54 ) Total net periodic postretirement (credit) cost $ ( 20 ) $ ( 26 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |||
Apr. 22, 2023 | Apr. 23, 2022 | Dec. 31, 2022 | Jul. 16, 2022 | Mar. 09, 2021 | |
Basis of Presentation [Line Items] | |||||
Debt instrument face amount | $ 900,000 | $ 900,000 | |||
Segment reporting, description | The company has one operating segment based on the nature of products the company sells, intertwined production and distribution model, the internal management structure and information that is regularly reviewed by the chief executive officer (“CEO”), who is the chief operating decision maker, for the purpose of assessing performance and allocating resources. | ||||
Investment in unconsolidated affiliate | $ 9,000 | $ 9,000 | $ 9,000 | ||
Business Process Improvement Cost | 6,200 | $ 9,100 | |||
Impairment charge | $ 1,000 | ||||
Holsum Bakery | |||||
Basis of Presentation [Line Items] | |||||
Severance costs | 1,700 | ||||
Multi-employer pension plan withdrawal costs | 1,300 | ||||
Asset impairment and equipment relocation charges | $ 3,800 | ||||
Outstanding Trade Receivables | Wal-Mart/Sam's Club | Customer Concentration Risk | |||||
Basis of Presentation [Line Items] | |||||
Concentration risk percentage | 23.10% | 24.30% | |||
2031 Notes | |||||
Basis of Presentation [Line Items] | |||||
Debt instrument face amount | $ 500,000 | $ 500,000 | $ 500,000 | ||
Debt instrument interest rate | 2.40% |
Effect of Largest Customer on S
Effect of Largest Customer on Sales (Detail) | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Total year to date sales | Wal-Mart/Sam's Club | Customer Concentration Risk | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk percentage | 22.10% | 21.10% |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Detail) $ in Thousands | 4 Months Ended |
Apr. 22, 2023 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Total restructuring charges | $ 4,195 |
Restructuring charges paid | 777 |
Employee Severance | VSIP | |
Restructuring Cost And Reserve [Line Items] | |
Total restructuring charges | 3,927 |
Restructuring charges paid | 509 |
Relocation costs | |
Restructuring Cost And Reserve [Line Items] | |
Total restructuring charges | 268 |
Restructuring charges paid | $ 268 |
Restructuring activities - Comp
Restructuring activities - Components of Costs Associated with Restructuring (Detail) $ in Thousands | 4 Months Ended |
Apr. 22, 2023 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Total restructuring charges | $ 4,195 |
Employee Severance | VSIP | |
Restructuring Cost And Reserve [Line Items] | |
Total restructuring charges | 3,927 |
Relocation costs | |
Restructuring Cost And Reserve [Line Items] | |
Total restructuring charges | $ 268 |
Restructuring activities - Co_2
Restructuring activities - Components of, and Changes in Restructuring Accruals (Detail) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 USD ($) | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges | $ 4,195 | |
Cash payments | (777) | |
Liability balance, ending balance | 3,418 | [1] |
Employee Severance | VSIP | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges | 3,927 | |
Cash payments | (509) | |
Liability balance, ending balance | 3,418 | [1] |
Relocation costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges | 268 | |
Cash payments | (268) | |
Liability balance, ending balance | ||
[1] Recorded in the other accrued liabilities line item of our Condensed Consolidated Balance Sheets. |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - Papa Pita | Feb. 17, 2023 USD ($) |
Business Acquisition [Line Items] | |
Business acquisition completed date | Feb. 17, 2023 |
Business acquisition consideration amount | $ 273,526,000 |
Business acquisition additional costs | 3,200,000 |
Business acquisition, cash acquired | $ 0 |
Acquisition - Summary of Consid
Acquisition - Summary of Consideration Paid and Identifiable Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Feb. 17, 2023 | Apr. 22, 2023 | Dec. 31, 2022 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Goodwill | $ 676,274 | $ 545,244 | |
Papa Pita | |||
Fair Value of consideration transferred: | |||
Cash consideration paid | $ 270,451 | ||
Working capital adjustments | 3,075 | ||
Total consideration | 273,526 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||
Property, plant, and equipment | 104,118 | ||
Identifiable intangible assets | 27,100 | ||
Financial assets | 14,779 | ||
Liabilities assumed | (3,501) | ||
Net recognized amounts of identifiable assets acquired | 142,496 | ||
Goodwill | $ 131,030 |
Acquisition - Schedule of Acqui
Acquisition - Schedule of Acquired Intangible Assets Subject to Amortization (Details) - Papa Pita - USD ($) $ in Thousands | 4 Months Ended | |
Feb. 17, 2023 | Apr. 22, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 27,100 | |
Weighted average amortization years | 23 years 10 months 24 days | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 4,600 | |
Weighted average amortization years | 20 years | |
Amortization Method | Straight-line | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 22,200 | |
Weighted average amortization years | 25 years | |
Amortization Method | Sum of year digits | |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 300 | |
Weighted average amortization years | 4 years | |
Amortization Method | Straight-line |
Lease Modifications and Renewal
Lease Modifications and Renewals and Lease Terminations (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Leases [Abstract] | ||
Lease modifications and renewals | $ 17,348 | $ 13,815 |
Lease terminations | $ 36 | $ 1,024 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Lessee Lease Description [Line Items] | ||
Lease modifications and renewals | $ 17,348 | $ 13,815 |
Warehouse Leases | ||
Lessee Lease Description [Line Items] | ||
Lease modifications and renewals | $ 11,200 | |
Freezer Storage Leases | ||
Lessee Lease Description [Line Items] | ||
Lease modifications and renewals | $ 10,600 |
Leases - Lease Costs Incurred B
Leases - Lease Costs Incurred By Lease Type, and/or Type Of Payment (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Lease cost: | ||
Amortization of right-of-use assets | $ 524 | $ 524 |
Interest on lease liabilities | 16 | 35 |
Operating lease cost | 19,318 | 19,648 |
Short-term lease cost | 825 | 698 |
Variable lease cost | 10,924 | 9,638 |
Total lease cost | $ 31,607 | $ 30,543 |
Leases - Other Supplemental Qua
Leases - Other Supplemental Quantitative Disclosures (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from financing leases | $ 16 | $ 35 |
Operating cash flows from operating leases | 21,134 | 16,400 |
Financing cash flows from financing leases | 599 | 426 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 17,628 | $ 14,834 |
Financing leases, weighted-average remaining lease term | 9 months 18 days | |
Operating leases, weighted-average remaining lease term | 7 years 8 months 12 days | |
Financing leases, weighted-average incremental borrowing rate | 3.40% | |
Operating leases, weighted-average incremental borrowing rate | 3.90% |
Leases - Estimated Undiscounted
Leases - Estimated Undiscounted Future Lease Payments Under Non-Cancelable Operating Leases and Financing Leases with Reconciliation of Undiscounted Cash Flows (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Operating lease liabilities | ||
Remainder of 2023 | $ 40,771 | |
2024 | 55,881 | |
2025 | 53,146 | |
2026 | 36,677 | |
2027 | 30,903 | |
2028 and thereafter | 119,581 | |
Total minimum lease payments | 336,959 | |
Less: amount of lease payments representing interest | (50,432) | |
Present value of future minimum lease payments | 286,527 | |
Less: current obligations under leases | (49,606) | $ (43,990) |
Long-term lease obligations | 236,921 | 236,977 |
Financing lease liabilities | ||
Remainder of 2022 | 1,214 | |
2023 | 104 | |
Total minimum lease payments | 1,318 | |
Less: amount of lease payments representing interest | (16) | |
Present value of future minimum lease payments | 1,302 | |
Less: current obligations under leases | (1,232) | (1,779) |
Long-term lease obligations | $ 70 | $ 116 |
Summary of Reclassifications Ou
Summary of Reclassifications Out of AOCI (Detail) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 22, 2023 | Apr. 23, 2022 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from AOCI, Gains and losses on derivative instruments net of tax | $ 940 | $ (969) | |
Reclassification From AOCI, Current Period Net Of Tax | [1] | (881) | 944 |
Derivative Instruments | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from AOCI, Gains and losses on cash flow hedges before tax | [1] | (1,254) | 1,291 |
Reclassification from AOCI, Derivative instruments tax benefit (expense) | [1] | 314 | (322) |
Reclassification from AOCI, Gains and losses on derivative instruments net of tax | [1] | (940) | 969 |
Reclassification From AOCI, Current Period Net Of Tax | (940) | 969 | |
Pension and postretirement plans, prior service credits | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from AOCI, Current Period, before Tax | [1],[2] | 55 | 55 |
Pension and postretirement plans, actuarial gain (losses) | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from AOCI, Current Period, before Tax | [1],[2] | 23 | (88) |
Accumulated Defined Benefit Plans Adjustment | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from AOCI, Current Period, before Tax | [1] | 78 | (33) |
Reclassification from AOCI, Current Period, Tax (expense) benefit | [1] | (19) | 8 |
Reclassification From AOCI, Current Period Net Of Tax | [1] | 59 | (25) |
Interest Rate Contracts | Derivative Instruments | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from AOCI, Gains and losses on cash flow hedges before tax | [1] | 153 | 153 |
Commodity Contract | Derivative Instruments | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassification from AOCI, Gains and losses on cash flow hedges before tax | [1],[3] | (1,407) | 1,138 |
Reclassification from AOCI, Derivative instruments tax benefit (expense) | 352 | (284) | |
Reclassification from AOCI, Gains and losses on derivative instruments net of tax | $ (1,055) | $ 854 | |
[1] Amounts in parentheses indicate debits to determine net income. These items are included in the computation of net periodic pension cost and are reported in the other components of net periodic pension and postretirement benefits credit line item on the Condensed Consolidated Statements of Income. See Note 18, Postretirement Plans , for additional information. Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. |
Changes to AOCI, Net of Income
Changes to AOCI, Net of Income Tax, By Component (Detail) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 22, 2023 | Apr. 23, 2022 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balances | $ 1,443,290 | $ 1,411,274 | |
Other comprehensive income before reclassifications | [1] | (3,044) | 11,220 |
Reclassified to earnings from AOCI | [2] | 881 | (944) |
Balances | 1,461,592 | 1,459,424 | |
Cash Flow Hedge Items | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balances | 2,099 | 6,043 | |
Other comprehensive income before reclassifications | (3,044) | 11,220 | |
Reclassified to earnings from AOCI | 940 | (969) | |
Balances | (5) | 16,294 | |
Defined Benefit Pension Plan Items | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balances | (625) | (3,456) | |
Reclassified to earnings from AOCI | [2] | (59) | 25 |
Balances | (684) | (3,431) | |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balances | 1,474 | 2,587 | |
Other comprehensive income before reclassifications | (3,044) | 11,220 | |
Reclassified to earnings from AOCI | 881 | (944) | |
Balances | $ (689) | $ 12,863 | |
[1] Amounts in parentheses indicate debits to determine net income. Amounts in parentheses indicate debits to determine net income. |
Gain (Loss) Reclassified From A
Gain (Loss) Reclassified From AOCI for Commodity Contracts (Detail) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 22, 2023 | Apr. 23, 2022 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Reclassification from AOCI, Gains and losses on derivative instruments net of tax | $ 940 | $ (969) | |
Derivative Instruments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Reclassification from AOCI, Gains and losses on cash flow hedges before tax | [1] | (1,254) | 1,291 |
Reclassification from AOCI, Derivative instruments tax benefit (expense) | [1] | 314 | (322) |
Reclassification from AOCI, Gains and losses on derivative instruments net of tax | [1] | (940) | 969 |
Commodity Contract | Derivative Instruments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Reclassification from AOCI, Gains and losses on cash flow hedges before tax | [1],[2] | (1,407) | 1,138 |
Reclassification from AOCI, Derivative instruments tax benefit (expense) | 352 | (284) | |
Reclassification from AOCI, Gains and losses on derivative instruments net of tax | $ (1,055) | $ 854 | |
[1] Amounts in parentheses indicate debits to determine net income. Amounts are presented as an adjustment to reconcile net income to net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. |
Summary of Goodwill and Other I
Summary of Goodwill and Other Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 676,274 | $ 545,244 |
Amortizable intangible assets, net | 555,159 | 537,281 |
Indefinite-lived intangible assets | 127,100 | 127,100 |
Total goodwill and other intangible assets | $ 1,358,533 | $ 1,209,625 |
Summary of Changes in Carrying
Summary of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 4 Months Ended |
Apr. 22, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2022 | $ 545,244 |
Acquisition | 131,030 |
Balance as of April 22, 2023 | $ 676,274 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 17, 2023 | Apr. 22, 2023 | Dec. 31, 2022 |
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Additional indefinite lived intangible assets separately identified from goodwill | $ 127,100 | $ 127,100 | |
Papa Pita | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Business acquisition consideration amount | $ 273,526 | ||
Finite lived intangible assets acquired | 27,100 | ||
Trademarks | Papa Pita | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Finite lived intangible assets acquired | $ 4,600 |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 835,263 | $ 807,662 |
Accumulated Amortization | 280,104 | 270,381 |
Net Value | 555,159 | 537,281 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 481,715 | 477,115 |
Accumulated Amortization | 97,285 | 92,763 |
Net Value | 384,430 | 384,352 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 340,221 | 318,021 |
Accumulated Amortization | 172,565 | 167,688 |
Net Value | 167,656 | 150,333 |
Non-Compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,454 | 5,154 |
Accumulated Amortization | 5,132 | 5,114 |
Net Value | 322 | 40 |
Distribution Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,123 | 4,123 |
Accumulated Amortization | 3,757 | 3,673 |
Net Value | 366 | 450 |
Distributor Routes Held and Used | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 3,750 | 3,249 |
Accumulated Amortization | 1,365 | 1,143 |
Net Value | $ 2,385 | $ 2,106 |
Aggregate Amortization Expense
Aggregate Amortization Expense (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Aggregate amortization expense | $ 9,723 | $ 9,749 |
Estimated Net Amortization of I
Estimated Net Amortization of Intangibles (Detail) $ in Thousands | Apr. 22, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 22,719 |
2024 | 32,160 |
2025 | 31,378 |
2026 | 29,227 |
2027 | $ 27,374 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) $ in Millions | 3 Months Ended | 4 Months Ended | 12 Months Ended |
Oct. 09, 2021 USD ($) | Apr. 22, 2023 Distributor | Dec. 31, 2022 Distributor | |
Fair Value Disclosures [Line Items] | |||
Number of independent distributors | Distributor | 3,300 | 3,400 | |
Percentage of down payment on distribution rights purchased | 5% | ||
Reserve for distributor notes receivable | $ | $ 1.9 | ||
3.5% Senior Notes Due 2026 | |||
Fair Value Disclosures [Line Items] | |||
Derivative, fixed interest rate | 3.50% | ||
Senior notes due year | 2026 | ||
2.4 % Senior Notes Due 2031 | |||
Fair Value Disclosures [Line Items] | |||
Derivative, fixed interest rate | 2.40% | ||
Senior notes due year | 2031 | ||
Maximum | |||
Fair Value Disclosures [Line Items] | |||
Financing period of distribution rights, years | 10 years |
Interest Income Primarily Relat
Interest Income Primarily Related to IDPs Notes Receivable (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Fair Value Disclosures [Abstract] | ||
Interest Income | $ 6,951 | $ 6,757 |
Carrying Value of Distributor N
Carrying Value of Distributor Notes Receivable (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Distributor notes receivable | $ 160,086 | $ 163,354 |
Less: current portion of distributor notes receivable recorded in accounts and notes receivable, net | (26,020) | (26,472) |
Long-term portion of distributor notes receivable | $ 134,066 | $ 136,882 |
Schedule of Fair Value of Notes
Schedule of Fair Value of Notes (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
2031 Notes | ||
Fair Value Disclosures [Line Items] | ||
Carrying Value | $ 494,218 | $ 493,994 |
2031 Notes | Level 2 Inputs | ||
Fair Value Disclosures [Line Items] | ||
Fair Value | 413,669 | |
2026 Notes | ||
Fair Value Disclosures [Line Items] | ||
Carrying Value | 398,024 | $ 397,848 |
2026 Notes | Level 2 Inputs | ||
Fair Value Disclosures [Line Items] | ||
Fair Value | $ 384,182 |
Schedule of Fair Value of Not_2
Schedule of Fair Value of Notes (Parenthetical) (Detail) | 4 Months Ended |
Apr. 22, 2023 | |
2026 Notes | |
Fair Value Disclosures [Line Items] | |
Senior notes due year | 2026 |
2031 Notes | |
Fair Value Disclosures [Line Items] | |
Senior notes due year | 2031 |
Net Fair Value of Commodity Pri
Net Fair Value of Commodity Price Risk (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | $ 784 | |
Liabilities | $ (3,443) | (1,235) |
Net Fair Value | (3,443) | (451) |
Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 784 | |
Liabilities | (3,443) | (1,235) |
Net Fair Value | (3,443) | (451) |
Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 782 | |
Other Current Assets | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 782 | |
Other LongTerm Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 2 | |
Other LongTerm Assets | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Assets | 2 | |
Other Current Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (3,159) | (1,149) |
Other Current Liabilities | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (3,159) | (1,149) |
Other LongTerm Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | (284) | (86) |
Other LongTerm Liabilities | Level 1 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liabilities | $ (284) | $ (86) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | 4 Months Ended | |||
Mar. 02, 2021 | Apr. 22, 2023 | Apr. 23, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative cash settlement net receipt of offset changes in benchmark treasury rate | $ 3,900,000 | |||
Hedge ineffectiveness | $ 0 | $ 0 | ||
Derivative instrument, asset | 8,353,000 | $ 7,210,000 | ||
Derivative instrument, liability | $ 3,000,000 | $ 3,100,000 |
Derivative Instruments Located
Derivative Instruments Located on Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets | $ 784 | |
Derivative Liabilities | $ 3,443 | 1,235 |
Commodity Contract | Other Current Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets | 782 | |
Commodity Contract | Other LongTerm Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets | 2 | |
Commodity Contract | Other Accrued Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Liabilities | 3,159 | 1,149 |
Commodity Contract | Other LongTerm Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Liabilities | $ 284 | $ 86 |
Effect of Derivative Instrument
Effect of Derivative Instruments for Deferred Gains And (Losses) on Closed Contracts and Effective Portion in Fair Value on AOCI, Utilized for Risk Management Purposes (Detail) - USD ($) $ in Thousands | 4 Months Ended | ||
Apr. 22, 2023 | Apr. 23, 2022 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Loss) or Gain Recognized in AOCI on Derivatives(Effective Portion) | [1] | $ (3,044) | $ 11,220 |
Production costs | 800,852 | 724,592 | |
Income before income taxes | 89,965 | 110,112 | |
Reclassification out of Accumulated Other Comprehensive Income | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Income before income taxes | [2] | (940) | 969 |
Interest Rate Contracts | Reclassification out of Accumulated Other Comprehensive Income | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Interest expense | [2] | 115 | 115 |
Commodity Contract | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Loss) or Gain Recognized in AOCI on Derivatives(Effective Portion) | [1] | (3,044) | 11,220 |
Commodity Contract | Reclassification out of Accumulated Other Comprehensive Income | Product | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Production costs | [2],[3] | $ (1,055) | $ 854 |
[1] Amounts in parentheses indicate debits to determine net income. Amounts in parentheses, if any, indicate credits to determine net income. Included in materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown separately). |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Income) Related to Derivative Transactions (Detail) $ in Thousands | 4 Months Ended |
Apr. 22, 2023 USD ($) | |
Closed Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | $ 2,578 |
Closed Contracts | Commodity price risk derivatives | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | 3 |
Closed Contracts | Interest rate risk derivatives | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | 2,575 |
Expiring in 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | (2,154) |
Expiring in 2023 | Commodity price risk derivatives | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | (2,154) |
Expiring in 2024 | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | (429) |
Expiring in 2024 | Commodity price risk derivatives | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | (429) |
Closed or Expiring Over Next Four Years | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | 5 |
Closed or Expiring Over Next Four Years | Commodity price risk derivatives | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | (2,580) |
Closed or Expiring Over Next Four Years | Interest rate risk derivatives | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Estimated amount of derivatives to be reclassified in income from AOCI | $ 2,575 |
Financial Contracts Hedging Com
Financial Contracts Hedging Commodity Risk (Detail) - Cash Flow Hedging $ in Thousands | Apr. 22, 2023 USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate Notional Amount | $ 38,029 |
Wheat Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate Notional Amount | 13,917 |
Soybean Oil Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate Notional Amount | 19,069 |
Natural Gas Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate Notional Amount | $ 5,043 |
Components of Other Current Ass
Components of Other Current Assets (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid assets | $ 4,240 | $ 4,589 |
Service contracts | 23,757 | 25,595 |
Prepaid insurance | 2,117 | 5,709 |
Prepaid marketing | 8,809 | 3,917 |
Fair value of derivative instruments | 782 | |
Collateral to counterparties for derivative positions | 8,353 | 7,210 |
Income taxes receivable | 3,892 | |
Other | 616 | 216 |
Total | $ 51,784 | $ 48,018 |
Components of Other Non-Current
Components of Other Non-Current Assets (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 | Jul. 16, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Unamortized financing fees | $ 1,839 | $ 1,356 | |
Investments | 2,516 | 2,506 | |
Investment in unconsolidated affiliate | 9,000 | 9,000 | $ 9,000 |
Deposits | 2,385 | 2,444 | |
Unamortized cloud computing arrangement costs | 159 | 258 | |
Noncurrent postretirement benefit plan asset | 4,801 | 4,902 | |
Noncurrent service contracts | 2,280 | 3,957 | |
Other | 90 | 92 | |
Total | $ 23,070 | $ 24,515 |
Components of Other Accrued Lia
Components of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 | Jul. 19, 2022 |
Other Liabilities Disclosure [Line Items] | |||
Employee compensation | $ 27,596 | $ 26,762 | |
Employee vacation | 19,043 | 16,058 | |
VSIP | 3,418 | ||
Employee bonus | 6,974 | 29,526 | |
Fair value of derivative instruments | 3,159 | 1,149 | |
Self-insurance reserves | 30,594 | 30,599 | |
Bank overdraft | 13,699 | 17,960 | |
Accrued interest | 2,443 | 7,127 | |
Accrued utilities | 5,635 | 6,861 | |
Accrued taxes | 9,672 | 11,970 | |
Accrued advertising | 4,562 | 4,813 | |
Accrued legal settlements | 5,500 | ||
Accrued legal costs | 4,064 | 3,021 | |
Accrued short-term deferred income | 3,763 | 3,893 | |
Collateral due to counterparties for derivative positions | 2,961 | 3,085 | |
Acquisition consideration adjustment | 753 | 753 | |
Net working capital purchase price adjustment payable | 3,075 | ||
Multi-employer pension plan withdrawal liability | 1,297 | 1,297 | $ 1,300 |
Repurchase obligations of distribution rights | 432 | ||
Other | 5,419 | 4,470 | |
Total | $ 148,127 | $ 175,276 |
Other Accrued Liabilities and_3
Other Accrued Liabilities and Other Long-term Liabilities - Additional Information (Detail) $ in Millions | 4 Months Ended |
Apr. 22, 2023 USD ($) | |
Other Liabilities Disclosure [Abstract] | |
Sellers owed additional taxes | $ 3.4 |
Components of Other Long-term L
Components of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Deferred income | $ 9,878 | $ 11,235 |
Deferred compensation | 25,385 | 23,675 |
Other deferred credits | 279 | 382 |
Other | 601 | 406 |
Total | $ 36,143 | $ 35,698 |
Assets Held for Sale (Detail)
Assets Held for Sale (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | $ 14,072 | $ 12,493 |
Distributor Territories | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | 9,190 | 7,608 |
Property, Plant and Equipment | ||
Long Lived Assets Held For Sale [Line Items] | ||
Total assets held for sale | $ 4,882 | $ 4,885 |
Long Term Debt (Net of Issuance
Long Term Debt (Net of Issuance Costs and Debt Discounts Excluding Line-of-credit Arrangements) (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 | Apr. 23, 2022 |
Debt Instrument [Line Items] | |||
Total debt | $ 1,063,242 | $ 891,842 | |
Total long-term debt | 1,063,242 | 891,842 | |
Unsecured Credit Facility | |||
Debt Instrument [Line Items] | |||
Senior notes | 111,000 | ||
Accounts Receivable Repurchase Facility | |||
Debt Instrument [Line Items] | |||
Senior notes | 60,000 | $ 60,000 | |
2031 Notes | |||
Debt Instrument [Line Items] | |||
Senior notes | 494,218 | 493,994 | |
2026 Notes | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 398,024 | $ 397,848 |
Long Term Debt (Net of Issuan_2
Long Term Debt (Net of Issuance Costs and Debt Discounts Excluding Line-of-credit Arrangements) (Parenthetical) (Detail) | 4 Months Ended |
Apr. 22, 2023 | |
2031 Notes | |
Debt Instrument [Line Items] | |
Senior notes due year | 2031 |
2026 Notes | |
Debt Instrument [Line Items] | |
Senior notes due year | 2026 |
Debt and Other Obligations - Ad
Debt and Other Obligations - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | |||||||
Mar. 09, 2021 | Nov. 29, 2017 | Sep. 28, 2016 | Oct. 09, 2021 | Apr. 22, 2023 | Apr. 23, 2022 | Apr. 14, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 900,000,000 | $ 900,000,000 | |||||||
Payments of financing costs | 218,000 | $ 48,000 | |||||||
Additional financing costs incurred | 100,000 | ||||||||
2031 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 500,000,000 | $ 500,000,000 | 500,000,000 | ||||||
Notes due year | Mar. 15, 2031 | ||||||||
Debt instrument interest rate | 2.40% | ||||||||
Price to redeem notes as a percentage of principal | 100% | ||||||||
Variable interest rate | 0.20% | ||||||||
Change of control triggering event price to redeem notes as a percentage of principal | 101% | ||||||||
Debt discount | $ 2,400,000 | ||||||||
Accrued issuance costs | $ 4,800,000 | ||||||||
2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||||||
Notes due year | Oct. 01, 2026 | ||||||||
Debt instrument interest rate | 3.50% | ||||||||
Price to redeem notes as a percentage of principal | 100% | ||||||||
Variable interest rate | 0.30% | ||||||||
Change of control triggering event price to redeem notes as a percentage of principal | 101% | ||||||||
Debt discount | $ 2,100,000 | ||||||||
Payments of financing costs | $ 3,600,000 | ||||||||
Standby Letters Of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility outstanding daily balance during period | $ 8,400,000 | 8,400,000 | |||||||
Accounts Receivable Securitization Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility outstanding daily balance during period | $ 28,000,000 | ||||||||
Debt instrument covenant compliance | As of December 31, 2022, the company was in compliance with all restrictive covenants under the securitization facility. | ||||||||
Basis spread on variable rate | 0.95% | ||||||||
Unused borrowing fee | 0.40% | ||||||||
Payments for debt issuance costs | $ 200,000 | ||||||||
Balance of unamortized financing costs | $ 300,000 | ||||||||
loss on extinguishment of debt | $ 300,000 | ||||||||
Accounts Receivable Repurchase Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility outstanding daily balance during period | 60,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity | 200,000,000 | $ 200,000,000 | |||||||
Payments for debt issuance costs | 800,000 | ||||||||
Balance of unamortized financing costs | 700,000 | ||||||||
Unsecured Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility outstanding daily balance during period | 174,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | ||||||||
Line of credit facility, expiration date | Jul. 30, 2026 | ||||||||
Balance of unamortized financing costs | $ 1,100,000 | $ 1,000,000 | |||||||
Covenant, maximum leverage ratio | 4 | ||||||||
Minimum leverage ratio on covenant holiday | 3.75 | ||||||||
Line of credit facility, expiration period | 5 years | ||||||||
Line of credit facility, amount available | $ 500,000,000 | ||||||||
Line of credit facility, additional borrowing capacity | 200,000,000 | ||||||||
Unsecured Credit Facility | Unsecured Credit Facility Total Potential Commitment | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 700,000,000 | ||||||||
Unsecured Credit Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments for debt issuance costs | $ 100,000 | ||||||||
Unsecured Credit Facility | Base Rate Loans | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0% | ||||||||
Unsecured Credit Facility | Base Rate Loans | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.525% | ||||||||
Unsecured Credit Facility | Eurodollar Loans | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.815% | ||||||||
Unsecured Credit Facility | Eurodollar Loans | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.525% | ||||||||
Unsecured Credit Facility | Federal Funds Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.06% | ||||||||
Unsecured Credit Facility | Federal Funds Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.225% | ||||||||
Unsecured Credit Facility | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.10% | ||||||||
Unsecured Credit Facility | Floor | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0% |
Schedule of Borrowings and Repa
Schedule of Borrowings and Repayments Under Facility (Detail) $ in Thousands | 4 Months Ended |
Apr. 22, 2023 USD ($) | |
Accounts Receivable Repurchase Facility | |
Debt Instrument [Line Items] | |
Borrowings | $ 60,000 |
Ending balance | 60,000 |
Accounts Receivable Securitization Facility | |
Debt Instrument [Line Items] | |
Borrowings | 28,000 |
Payments | (28,000) |
Unsecured Credit Facility | |
Debt Instrument [Line Items] | |
Borrowings | 399,900 |
Payments | (288,900) |
Ending balance | $ 111,000 |
Schedule of Net Amount Availabl
Schedule of Net Amount Available Under Facility (Detail) - USD ($) | Apr. 22, 2023 | Apr. 14, 2023 | Apr. 23, 2022 |
Accounts Receivable Repurchase Facility | |||
Debt Instrument [Line Items] | |||
Gross amount available | $ 200,000,000 | $ 200,000,000 | |
Outstanding | $ (60,000,000) | (60,000,000) | |
Available for withdrawal | $ 140,000,000 | ||
Unsecured Credit Facility | |||
Debt Instrument [Line Items] | |||
Gross amount available | 500,000,000 | ||
Outstanding | (111,000,000) | ||
Letters of credit | (8,400,000) | ||
Available for withdrawal | $ 380,600,000 |
Schedule of Highest and Lowest
Schedule of Highest and Lowest Outstanding Balance Under Facility (Detail) $ in Thousands | Apr. 22, 2023 USD ($) |
Accounts Receivable Repurchase Facility | |
Debt Instrument [Line Items] | |
Unsecured credit facility | $ 60,000 |
Accounts Receivable Securitization Facility | |
Debt Instrument [Line Items] | |
Unsecured credit facility | 28,000 |
Unsecured Credit Facility | |
Debt Instrument [Line Items] | |
Unsecured credit facility | $ 174,000 |
Aggregate Maturities of Debt Ou
Aggregate Maturities of Debt Outstanding (Including Capital Leases) (Detail) $ in Thousands | Apr. 22, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 60,000 |
2026 | 511,000 |
2028 and thereafter | 500,000 |
Total | $ 1,071,000 |
Reconciliation of Debt Issuance
Reconciliation of Debt Issuance Costs and Debt Discounts to the Net Carrying Value for Each Debt Obligation (Excluding Line of Credit Arrangements) (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 | Mar. 09, 2021 | Sep. 28, 2016 |
Debt Instrument [Line Items] | ||||
Face Value | $ 900,000 | $ 900,000 | ||
Debt Issuance Costs and Debt Discount | 7,758 | 8,158 | ||
Net Carrying Value | 892,242 | 891,842 | ||
2031 Notes | ||||
Debt Instrument [Line Items] | ||||
Face Value | 500,000 | 500,000 | $ 500,000 | |
Debt Issuance Costs and Debt Discount | 5,782 | 6,006 | ||
Net Carrying Value | 494,218 | 493,994 | ||
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Face Value | 400,000 | 400,000 | $ 400,000 | |
Debt Issuance Costs and Debt Discount | 1,976 | 2,152 | ||
Net Carrying Value | $ 398,024 | $ 397,848 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Millions | Apr. 22, 2023 | Dec. 31, 2022 |
VIE | ||
Variable Interest Entity [Line Items] | ||
Gross distribution rights notes receivable | $ 143 | $ 144.6 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 4 Months Ended | ||
Jun. 07, 2022 USD ($) | Apr. 26, 2022 USD ($) DistributionTerritory | Apr. 22, 2023 Lawsuits | |
Loss Contingencies [Line Items] | |||
Alleged complaints | Lawsuits | 20 | ||
Class and / or Collective action treatment | |||
Loss Contingencies [Line Items] | |||
Alleged complaints | Lawsuits | 7 | ||
Plaintiffs' motions for class certification | |||
Loss Contingencies [Line Items] | |||
Alleged complaints | Lawsuits | 3 | ||
Noll Maine | |||
Loss Contingencies [Line Items] | |||
Lawsuit filing date | Dec. 03, 2015 | ||
Legal settlement | $ 16,500,000 | ||
Number of distribution territories repurchased | DistributionTerritory | 75 | ||
Loss contingency, estimated cost | $ 6,600,000 | ||
Noll Maine | Other Accrued Liabilities | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimated cost | 4,700,000 | ||
Noll Maine | Settlement Funds | |||
Loss Contingencies [Line Items] | |||
Legal settlement | 9,000,000 | ||
Noll Maine | Attorneys Fees | |||
Loss Contingencies [Line Items] | |||
Legal settlement | $ 7,500,000 | ||
Richard Louisiana | |||
Loss Contingencies [Line Items] | |||
Lawsuit filing date | Oct. 21, 2015 | ||
Coronado Mexico | |||
Loss Contingencies [Line Items] | |||
Lawsuit filing date | Apr. 27, 2016 | ||
Legal settlement | $ 137,500 | ||
Martins Florida | |||
Loss Contingencies [Line Items] | |||
Lawsuit filing date | Nov. 08, 2016 | ||
Ludlow California | |||
Loss Contingencies [Line Items] | |||
Lawsuit filing date | Jun. 06, 2018 |
Basic and Diluted Earnings per
Basic and Diluted Earnings per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Earnings Per Share [Abstract] | ||
Net income | $ 70,710 | $ 85,589 |
Basic Earnings Per Common Share: | ||
Basic weighted average shares outstanding for common stock | 211,769 | 211,999 |
Basic earnings per common share | $ 0.33 | $ 0.40 |
Diluted Earnings Per Common Share: | ||
Basic weighted average shares outstanding for common stock | 211,769 | 211,999 |
Add: Shares of common stock assumed issued upon exercise of stock options and vesting of restricted stock | 1,628 | 1,315 |
Diluted weighted average shares outstanding for common stock | 213,397 | 213,314 |
Diluted earnings per common share | $ 0.33 | $ 0.40 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Earnings Per Share [Abstract] | ||
Antidilutive Shares excluded from Computation of Earnings Per Share | 326,690 | 330,140 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | May 21, 2014 shares |
Omnibus Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards granted, authorized amount | 8,000,000 |
Stock-Based Compensation (Perfo
Stock-Based Compensation (Performance-Contingent Total Shareholder Return Shares) - Additional Information (Detail) | 4 Months Ended |
Apr. 22, 2023 | |
Performance Contingent Total Shareholders Return Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Total Shareholders Return | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based payment award, fair value assumptions, method used | Inputs into the model included the following for the company and comparator companies: (i) TSR from the beginning of the performance cycle through the measurement date; (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the comparator companies’ TSR. The inputs are based on historical capital market data. |
Performance Contingent Total Sh
Performance Contingent Total Shareholder Return Shares (Detail) - Total Shareholders Return | 4 Months Ended |
Apr. 22, 2023 | |
90th Percentile | |
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Equity Instruments Other Than Options Restricted Stock Units [Line Items] | |
Payout as % of Target | 200% |
Percentile | 90% |
70th Percentile | |
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Equity Instruments Other Than Options Restricted Stock Units [Line Items] | |
Payout as % of Target | 150% |
Percentile | 70% |
50th Percentile | |
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Equity Instruments Other Than Options Restricted Stock Units [Line Items] | |
Payout as % of Target | 100% |
Percentile | 50% |
30th Percentile | |
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Equity Instruments Other Than Options Restricted Stock Units [Line Items] | |
Payout as % of Target | 50% |
Percentile | 30% |
Below 30th Percentile | |
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Equity Instruments Other Than Options Restricted Stock Units [Line Items] | |
Payout as % of Target | 0% |
Percentile | 30% |
Performance Contingent TSR Shar
Performance Contingent TSR Shares (Detail) - Total Shareholders Return - Omnibus Plan - Granted on 1/2/2022 shares in Thousands | 4 Months Ended |
Apr. 22, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Granted | shares | 338 |
Vesting Date | Mar. 01, 2026 |
Fair Value per Share | $ / shares | $ 33.52 |
Stock-Based Compensation (Per_2
Stock-Based Compensation (Performance-Contingent Return on Invested Capital Shares) - Additional Information (Detail) | 4 Months Ended |
Apr. 22, 2023 | |
Return On Invested Capital | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 1.75% |
Return On Invested Capital | Range One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 1.75% |
Return On Invested Capital | Range Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 3.75% |
Return On Invested Capital | Range Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 4.75% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Return on investment target over the three fiscal years immediately preceding the vesting date | 4.75% |
Percentage of shares that can be earned | 125% |
Maximum | 2021 Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares being expensed current estimated payout | 125% |
Maximum | 2022 & 2023 Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of shares being expensed | 100% |
Weighted Average Cost of Capital | Range One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 50% |
Weighted Average Cost of Capital | Range Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 100% |
Weighted Average Cost of Capital | Range Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 125% |
Weighted Average Cost of Capital | Return On Invested Capital | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of payout, ROIC above WACC | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Return on investment target over the three fiscal years immediately preceding the vesting date | 1.75% |
Percentage of shares that can be earned | 0% |
Performance Contingent Return On Invested Capital Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Performance Contingent ROIC Sha
Performance Contingent ROIC Shares (Detail) - Return On Invested Capital - 2019 Award - Omnibus Plan - Granted on 1/2/2022 shares in Thousands | 4 Months Ended |
Apr. 22, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Granted | shares | 338 |
Vesting Date | Mar. 01, 2026 |
Fair Value per Share | $ / shares | $ 28.74 |
Performance-Contingent Restrict
Performance-Contingent Restricted Stock Awards (Details) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Dividends at Vesting | $ 2,498 | $ 2,220 |
Fiscal Year Vested 2023 | 2020 Award Granted | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Dividends at Vesting | 2,154 | |
Tax Benefit | 1,424 | |
Fair Value at Vesting | $ 24,652 | |
Total Shareholders Return | Fiscal Year Vested 2023 | 2020 Award Granted | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares increase/(decrease) | 151,513 | |
Return On Invested Capital | Fiscal Year Vested 2023 | 2020 Award Granted | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares increase/(decrease) | 78,893 |
Performance-Contingent Restri_2
Performance-Contingent Restricted Stock Activity (Detail) - Performance Contingent Restricted Stock | 4 Months Ended |
Apr. 22, 2023 $ / shares shares | |
Shares | |
Number of Shares, Balance at beginning of period | shares | 2,009,000 |
Number of Shares, Granted | shares | 676,000 |
Number of Shares, Vested | shares | (868,000) |
Number of Shares, Forfeitures | shares | (59,000) |
Number of shares, Balance at end of period | shares | 1,988,000 |
Weighted Average Fair Value | |
Weighted Average Fair Value, Balance at beginning of period | $ / shares | $ 25.83 |
Weighted Average Fair Value, Granted | $ / shares | 31.13 |
Weighted Average Fair Value, Vested | $ / shares | 23.51 |
Weighted Average Fair Value, Forfeited | $ / shares | 27.96 |
Weighted Average Fair Value, Balance at end of period | $ / shares | $ 28.32 |
Performance Contingent Return On Invested Capital Shares | |
Shares | |
Number of Shares, Grant reduction for not achieving the modifier | shares | 79 |
Weighted Average Fair Value | |
Weighted Average Fair Value, Grant reduction for not achieving the modifier | $ / shares | $ 31.13 |
Performance Contingent Total Shareholders Return Shares | |
Shares | |
Number of Shares, Grant reduction for not achieving the modifier | shares | 151 |
Weighted Average Fair Value | |
Weighted Average Fair Value, Grant reduction for not achieving the modifier | $ / shares | $ 31.13 |
Stock-Based Compensation (Per_3
Stock-Based Compensation (Performance-Contingent Restricted Stock) - Additional Information (Detail) - Performance Contingent Restricted Stock $ in Millions | 4 Months Ended |
Apr. 22, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to nonvested restricted stock granted by the omnibus plan | $ 34.2 |
Expected weighted-average period to recognize compensation cost (years) | 2 years 3 months 3 days |
TSR Modifier Share Adjustment [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of final payout | 148% |
ROIC Modifier Share Adjustment [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of final payout | 125% |
Stock-Based Compensation (Time-
Stock-Based Compensation (Time-Based Restricted Stock Units) - Additional Information (Detail) - Time-Based Restricted Stock Units - Omnibus Plan | 4 Months Ended |
Apr. 22, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting date | --01-05 |
Vesting period | 3 years |
Time-Based Restricted Stock Uni
Time-Based Restricted Stock Units (Detail) - Time-Based Restricted Stock Units shares in Thousands | 4 Months Ended |
Apr. 22, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Granted | 220 |
Omnibus Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Granted | 220 |
Vesting period | 3 years |
Fair Value per Share | $ / shares | $ 28.74 |
Time-Based Restricted Stock U_2
Time-Based Restricted Stock Units Activity (Detail) - Time-Based Restricted Stock Units $ / shares in Units, shares in Thousands, $ in Thousands | 4 Months Ended |
Apr. 22, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Balance at beginning of period | shares | 462 |
Number of Shares, Vested | shares | (208) |
Shares, Granted | shares | 220 |
Shares, Forfeitures | shares | (9) |
Number of shares, Balance at end of period | shares | 465 |
Weighted Average Fair Value, Balance at beginning of period | $ / shares | $ 24.62 |
Weighted Average Fair Value, Vested | $ / shares | 23.92 |
Weighted Average Fair Value, Granted | $ / shares | 28.74 |
Weighted Average Fair Value, Forfeitures | $ / shares | 26.77 |
Weighted Average Fair Value, Balance at end of period | $ / shares | $ 26.82 |
Weighted Average Remaining Contractual Term (Years) | 2 years 1 month 24 days |
Unrecognized compensation cost | $ | $ 9,784 |
Vesting Time-Based Restricted S
Vesting Time-Based Restricted Stock Units (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends at Vesting | $ 2,498 | $ 2,220 |
Fiscal Year Vested 2023 | 2020 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends at Vesting | 153 | |
Income tax benefit/(expense) related to share-based payments | 108 | |
Fair Value at Vesting | 1,782 | |
Fiscal Year Vested 2023 | 2021 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends at Vesting | 133 | |
Income tax benefit/(expense) related to share-based payments | 118 | |
Fair Value at Vesting | 2,232 | |
Fiscal Year Vested 2023 | 2022 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends at Vesting | 58 | |
Income tax benefit/(expense) related to share-based payments | 20 | |
Fair Value at Vesting | 1,949 | |
Fiscal Year Vested 2023 | 2020 Award Granted | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends at Vesting | 2,154 | |
Fair Value at Vesting | $ 24,652 |
Stock-Based Compensation (Defer
Stock-Based Compensation (Deferred Stock) - Additional Information (Detail) - shares | 3 Months Ended | 4 Months Ended | 12 Months Ended | |
Jul. 16, 2022 | Apr. 22, 2023 | Apr. 23, 2022 | Jan. 01, 2021 | |
Annual Grants | Deferred Stock | Non Employee Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Aggregate shares elected to receive | 58,300 | 5,780 | ||
Retainer Conversion | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Retainers conversion into deferred shares | 100% | |||
Vesting period | 1 year | |||
Director Retainer Deferrals | Deferred Stock | Non Employee Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate shares elected to receive | 2,707 | |||
Director Retainer Deferrals | Omnibus Plan | Deferred Stock | Non Employee Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate shares elected to receive | 3,479 | 3,640 |
Deferred Stock Activity (Detail
Deferred Stock Activity (Detail) - Deferred Stock $ / shares in Units, shares in Thousands, $ in Thousands | 4 Months Ended |
Apr. 22, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Balance at beginning of period | shares | 62 |
Number of Shares, Vested | shares | (3) |
Number of Shares, Granted | shares | 3 |
Number of shares, Balance at end of period | shares | 62 |
Weighted Average Fair Value, Balance at beginning of period | $ / shares | $ 27.37 |
Weighted Average Fair Value, Vested | $ / shares | 27.47 |
Weighted Average Fair Value, Granted | $ / shares | 28.74 |
Weighted Average Fair Value, Balance at end of period | $ / shares | $ 27.44 |
Weighted Average Remaining Contractual Term (Years) | 3 months 14 days |
Unrecognized compensation cost | $ | $ 218 |
Summary of Company's Stock-Base
Summary of Company's Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 9,836 | $ 9,081 |
Performance Contingent Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 7,510 | 6,915 |
Time-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 1,837 | 1,647 |
Deferred Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 489 | $ 519 |
Summary of Company's Condensed
Summary of Company's Condensed Consolidated Balance Sheets Related Pension and Other Postretirement Benefit Plan (Detail) - USD ($) $ in Thousands | Apr. 22, 2023 | Dec. 31, 2022 |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | ||
Noncurrent benefit asset | $ 4,801 | $ 4,902 |
Current benefit liability | 710 | 710 |
Noncurrent benefit liability | 5,801 | 5,814 |
AOCI, net of tax | $ (684) | $ (625) |
Postretirement Plans - Addition
Postretirement Plans - Additional Information (Detail) - USD ($) | 4 Months Ended | |||
Apr. 22, 2023 | Apr. 23, 2022 | Dec. 31, 2022 | Jul. 19, 2022 | |
Pension and Other Postretirement Benefits Disclosure [Line Items] | ||||
Voluntarily contributions made by an employer | $ 0 | $ 0 | ||
Multi-employer plan withdrawal liability | $ 1,297,000 | $ 1,297,000 | $ 1,300,000 |
Components of Net Periodic Bene
Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 210 | $ 366 |
Interest cost | 401 | 272 |
Expected return on plan assets | (480) | (577) |
Amortization of prior service cost (credit) | 18 | 17 |
Amortization of net (gain) loss | 53 | 142 |
Total net periodic pension cost (income) | 202 | 220 |
Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 55 | 66 |
Interest cost | 73 | 34 |
Amortization of prior service cost (credit) | (72) | (72) |
Amortization of net (gain) loss | (76) | (54) |
Total net periodic pension cost (income) | $ (20) | $ (26) |
Summary of Total Cost and Emplo
Summary of Total Cost and Employer Contributions (Detail) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, plan name description | 401(k) Retirement Savings Plan | |
401(k) Retirement Savings Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total cost and employer contributions | $ 9,974 | $ 9,406 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 4 Months Ended | |
Apr. 22, 2023 | Apr. 23, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 21.40% | 22.30% |