Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 29, 2019 | Jul. 30, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 29, 2019 | |
Entity File Number | 001-32316 | |
Entity Registrant Name | B&G FOODS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3918742 | |
Entity Address, Address Line One | Four Gatehall Drive | |
Entity Address, City or Town | Parsippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | 973 | |
Local Phone Number | 401-6500 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | BGS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 65,375,514 | |
Current Fiscal Year End Date | --12-28 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001278027 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 29, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 19,911 | $ 11,648 |
Trade accounts receivable, net | 136,493 | 151,707 |
Inventories | 404,754 | 401,355 |
Prepaid expenses and other current assets | 26,223 | 19,988 |
Income tax receivable | 10,056 | 1,398 |
Total current assets | 597,437 | 586,096 |
Property, plant and equipment, net of accumulated depreciation of $269,056 and $230,200 as of June 29, 2019 and December 29, 2018, respectively | 305,322 | 282,553 |
Operating lease right-of-use assets | 42,059 | |
Goodwill | 597,827 | 584,435 |
Other intangibles, net | 1,622,477 | 1,595,569 |
Other assets | 1,083 | 1,206 |
Deferred income taxes | 5,562 | 4,940 |
Total assets | 3,171,767 | 3,054,799 |
Current liabilities: | ||
Trade accounts payable | 113,536 | 140,000 |
Accrued expenses | 43,240 | 55,660 |
Operating lease liabilities, current portion | 9,915 | |
Income tax payable | 410 | 31,624 |
Dividends payable | 31,053 | 31,178 |
Total current liabilities | 198,154 | 258,462 |
Long-term debt | 1,802,626 | 1,635,881 |
Net deferred tax liabilities | 243,754 | 235,902 |
Long-term operating lease liabilities, net of current portion | 35,421 | |
Other liabilities | 23,452 | 24,505 |
Total liabilities | 2,303,407 | 2,154,750 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding | ||
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 65,375,514 and 65,638,701 shares issued and outstanding as of June 29, 2019 and December 29, 2018, respectively | 654 | 656 |
Additional paid-in capital | 46,284 | 116,339 |
Accumulated other comprehensive loss | (20,176) | (23,502) |
Retained earnings | 841,598 | 806,556 |
Total stockholders' equity | 868,360 | 900,049 |
Total liabilities and stockholders' equity | $ 3,171,767 | $ 3,054,799 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 29, 2018 |
Consolidated Balance Sheets | ||
Property, plant and equipment, accumulated depreciation (in dollars) | $ 249,862 | $ 230,200 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, Authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, Authorized shares | 125,000,000 | 125,000,000 |
Common stock, shares issued | 65,375,514 | 65,638,701 |
Common stock, shares outstanding | 65,375,514 | 65,638,701 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Consolidated Statements of Operations | ||||
Net sales | $ 371,197 | $ 388,378 | $ 783,931 | $ 820,107 |
Cost of goods sold | 279,330 | 307,205 | 603,985 | 635,578 |
Gross profit | 91,867 | 81,173 | 179,946 | 184,529 |
Operating expenses: | ||||
Selling, general and administrative expenses | 39,856 | 37,272 | 78,153 | 79,840 |
Amortization expense | 4,601 | 4,609 | 9,092 | 9,218 |
Operating income | 47,410 | 39,292 | 92,701 | 95,471 |
Other income and expenses: | ||||
Interest expense, net | 23,179 | 27,607 | 46,253 | 55,913 |
Loss on extinguishment of debt | 546 | 3,324 | ||
Other (income) expense | (525) | 388 | (783) | (1,666) |
Income before income tax expense | 24,756 | 10,751 | 47,231 | 37,900 |
Income tax expense | 6,505 | 2,775 | 12,189 | 9,377 |
Net income | $ 18,251 | $ 7,976 | $ 35,042 | $ 28,523 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 65,341,356 | 66,307,190 | 65,463,964 | 66,412,421 |
Diluted (in shares) | 65,390,515 | 66,353,639 | 65,503,835 | 66,534,542 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.28 | $ 0.12 | $ 0.54 | $ 0.43 |
Diluted (in dollars per share) | 0.28 | 0.12 | 0.53 | 0.43 |
Cash dividends declared per share (in dollars per share) | $ 0.475 | $ 0.475 | $ 0.950 | $ 0.940 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 29, 2019 | Mar. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Consolidated Statements of Comprehensive Income | ||||||
Net income | $ 18,251 | $ 16,791 | $ 7,976 | $ 20,547 | $ 35,042 | $ 28,523 |
Other comprehensive income: | ||||||
Foreign currency translation adjustments | 1,543 | 1,458 | (5,659) | 3,132 | 3,001 | (2,527) |
Amortization of unrecognized prior service cost and pension deferrals, net of tax | 163 | $ 162 | 138 | $ 111 | 325 | 249 |
Other comprehensive income (loss) | 1,706 | (5,521) | 3,326 | (2,278) | ||
Comprehensive income | $ 19,957 | $ 2,455 | $ 38,368 | $ 26,245 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total |
Beginning balance at Dec. 30, 2017 | $ 665 | $ 266,789 | $ (20,756) | $ 634,121 | $ 880,819 |
Balance (in shares) at Dec. 30, 2017 | 66,499,044 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 3,132 | 3,132 | |||
Change in pension benefit (net of of income taxes) | 111 | 111 | |||
Net income | 20,547 | 20,547 | |||
Share-based compensation | 838 | 838 | |||
Issuance of common stock for share-based compensation | $ 1 | (1,834) | (1,833) | ||
Issuance of common stock for share-based compensation (in shares) | 94,076 | ||||
Dividends declared on common stock | (30,966) | (30,966) | |||
Ending balance at Mar. 31, 2018 | $ 666 | 234,827 | (17,513) | 654,668 | 872,648 |
Balance (in shares) at Mar. 31, 2018 | 66,593,120 | ||||
Beginning balance at Dec. 30, 2017 | $ 665 | 266,789 | (20,756) | 634,121 | 880,819 |
Balance (in shares) at Dec. 30, 2017 | 66,499,044 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (2,527) | ||||
Change in pension benefit (net of of income taxes) | 249 | ||||
Net income | 28,523 | ||||
Ending balance at Jun. 30, 2018 | $ 659 | 186,745 | (23,034) | 662,644 | 827,014 |
Balance (in shares) at Jun. 30, 2018 | 65,932,291 | ||||
Beginning balance at Mar. 31, 2018 | $ 666 | 234,827 | (17,513) | 654,668 | 872,648 |
Balance (in shares) at Mar. 31, 2018 | 66,593,120 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (5,659) | (5,659) | |||
Change in pension benefit (net of of income taxes) | 138 | 138 | |||
Net income | 7,976 | 7,976 | |||
Share-based compensation | 1,759 | 1,759 | |||
Issuance of common stock for share-based compensation (in shares) | 33,920 | ||||
Repurchase of common stock | $ (7) | (18,523) | $ (18,530) | ||
Repurchase of common stock (in shares) | (694,749) | 0 | |||
Dividends declared on common stock | (31,318) | $ (31,318) | |||
Ending balance at Jun. 30, 2018 | $ 659 | 186,745 | (23,034) | 662,644 | 827,014 |
Balance (in shares) at Jun. 30, 2018 | 65,932,291 | ||||
Beginning balance at Dec. 29, 2018 | $ 656 | 116,339 | (23,502) | 806,556 | $ 900,049 |
Balance (in shares) at Dec. 29, 2018 | 65,638,701 | 65,638,701 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 1,458 | $ 1,458 | |||
Change in pension benefit (net of of income taxes) | 162 | 162 | |||
Net income | 16,791 | 16,791 | |||
Share-based compensation | 580 | 580 | |||
Issuance of common stock for share-based compensation | $ 1 | (906) | (905) | ||
Issuance of common stock for share-based compensation (in shares) | 65,928 | ||||
Repurchase of common stock | $ (4) | (9,996) | (10,000) | ||
Repurchase of common stock (in shares) | (407,022) | ||||
Dividends declared on common stock | (31,016) | (31,016) | |||
Ending balance at Mar. 30, 2019 | $ 653 | 75,001 | (21,882) | 823,347 | 877,119 |
Balance (in shares) at Mar. 30, 2019 | 65,297,607 | ||||
Beginning balance at Dec. 29, 2018 | $ 656 | 116,339 | (23,502) | 806,556 | $ 900,049 |
Balance (in shares) at Dec. 29, 2018 | 65,638,701 | 65,638,701 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | $ 3,001 | ||||
Change in pension benefit (net of of income taxes) | 325 | ||||
Net income | 35,042 | ||||
Ending balance at Jun. 29, 2019 | $ 654 | 46,284 | (20,176) | 841,598 | $ 868,360 |
Balance (in shares) at Jun. 29, 2019 | 65,375,514 | 65,375,514 | |||
Beginning balance at Mar. 30, 2019 | $ 653 | 75,001 | (21,882) | 823,347 | $ 877,119 |
Balance (in shares) at Mar. 30, 2019 | 65,297,607 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 1,543 | 1,543 | |||
Change in pension benefit (net of of income taxes) | 163 | 163 | |||
Net income | 18,251 | 18,251 | |||
Issuance of common stock for share-based compensation | $ 1 | 2,336 | 2,337 | ||
Issuance of common stock for share-based compensation (in shares) | 77,907 | ||||
Dividends declared on common stock | (31,053) | (31,053) | |||
Ending balance at Jun. 29, 2019 | $ 654 | $ 46,284 | $ (20,176) | $ 841,598 | $ 868,360 |
Balance (in shares) at Jun. 29, 2019 | 65,375,514 | 65,375,514 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 29, 2019 | Mar. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | |
Consolidated Statements of Changes in Stockholders' Equity | ||||
Change in pension benefit, income taxes | $ 52 | $ 53 | $ 46 | $ 36 |
Dividends declared on common stock, per share (in dollars per share) | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 35,042 | $ 28,523 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 28,420 | 26,407 |
Amortization of operating lease right-of-use assets | 5,377 | |
Amortization of deferred debt financing costs and bond discount/premium | 1,745 | 2,976 |
Deferred income taxes | 7,240 | 7,511 |
Write-off of property, plant, and equipment | 13 | 29 |
Loss on extinguishment of debt | 3,324 | |
Share-based compensation expense | 1,964 | 2,597 |
Changes in assets and liabilities, net of effects of businesses acquired: | ||
Trade accounts receivable | 21,246 | 2,397 |
Inventories | 10,251 | 51,744 |
Prepaid expenses and other current assets | (5,035) | (4,320) |
Income tax receivable/payable | (39,759) | 51 |
Other assets | 122 | 161 |
Trade accounts payable | (32,335) | (6,374) |
Accrued expenses | (16,749) | (11,647) |
Other liabilities | (696) | 1,425 |
Net cash provided by operating activities | 16,846 | 104,804 |
Cash flows from investing activities: | ||
Capital expenditures | (18,148) | (17,208) |
Payments for acquisition of businesses, net of cash acquired | (82,430) | |
Net cash used in investing activities | (100,578) | (17,208) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (150,000) | |
Repayments of borrowings under revolving credit facility | (95,000) | |
Borrowings under revolving credit facility | 260,000 | |
Dividends paid | (62,194) | (61,888) |
Payments for repurchase of common stock, net | (10,000) | (18,529) |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | (1,832) |
Net cash provided by (used in) financing activities | 91,901 | (232,249) |
Effect of exchange rate fluctuations on cash and cash equivalents | 94 | 987 |
Net decrease in cash and cash equivalents | 8,263 | (143,666) |
Cash and cash equivalents at beginning of period | 11,648 | 206,506 |
Cash and cash equivalents at end of period | 19,911 | 62,840 |
Supplemental disclosures of cash flow information: | ||
Cash interest payments | 45,302 | 53,025 |
Cash income tax payments | 44,710 | 1,628 |
Non-cash investing and financing transactions: | ||
Dividends declared and not yet paid | 31,053 | 31,318 |
Accruals related to purchases of property, plant and equipment | 2,142 | $ 206 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 533 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 29, 2019 | |
Nature of Operations | |
Nature of Operations | (1) Nature of Operations B&G Foods, Inc. is a holding company whose principal assets are the shares of capital stock of its subsidiaries. Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries. Our financial statements are presented on a consolidated basis. We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Our products include frozen and canned vegetables, oatmeal and other hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, pizza crusts, Mexican-style sauces, dry soups, taco shells and kits, salsas, pickles, peppers, tomato-based products, cookies and crackers, baking powder, baking soda, corn starch, nut clusters and other specialty products. Our products are marketed under many recognized brands, including Ac’cent B&G B&M Back to Nature Baker’s Joy Bear Creek Country Kitchens Brer Rabbit Canoleo Cary’s Clabber Girl Cream of Rice Cream of Wheat Davis Devonsheer Don Pepino Durkee Emeril’s Grandma’s Molasses Green Giant JJ Flats Joan of Arc Las Palmas Le Sueur MacDonald’s Mama Mary’s Maple Grove Farms of Vermont McCann’s Molly McButter Mrs. Dash New York Flatbreads New York Style Old London Ortega Polaner Red Devil Regina Rumford Sa-són Sclafani SnackWell’s Spice Islands Spring Tree Sugar Twin Tone’s Trappey’s TrueNorth Underwood Vermont Maid Victoria Weber Wright’s Static Guard |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 29, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Fiscal Year Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53 rd Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended June 29, 2019 (second quarter and first two quarters of 2019) and June 30, 2018 (second quarter and first two quarters of 2018) have been prepared by our company in accordance with generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of June 29, 2019, and the results of our operations, comprehensive income and cash flows for the second quarter and first two quarters of 2019 and 2018. Our results of operations for the second quarter and first two quarters of 2019 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2018 filed with the SEC on February 26, 2019. Use of Estimates The preparation of financial statements in accordance with GAAP requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve revenue recognition as it relates to trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; and the determination of the useful life of customer relationship and finite-lived trademark intangibles. Actual results could differ significantly from these estimates and assumptions. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions. Newly Adopted Accounting Standards In February 2018, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) related to the Tax Cuts and Jobs Act, which we refer to as the “U.S. Tax Act.” The ASU allows for a company to elect to make a one-time reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects resulting from the change in corporate tax rate as a result of the U.S. Tax Act. The reclassification is the difference between the amount previously recorded in accumulated other comprehensive loss at the historical U.S. federal tax rate that remains in accumulated other comprehensive loss at the time the U.S. Tax Act was effective and the amount that would have been recorded using the newly enacted rate. Additionally, the ASU requires a company to disclose whether or not it elects to make the reclassification. This guidance became effective during the first quarter of 2019. We elected to not make the optional one-time reclassification. In February 2016, the FASB issued a new ASU that requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current guidance and to disclose key information about leasing arrangements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. We adopted the new standard prospectively when it became effective in the first quarter of 2019 and applied the new standard to all leases existing at the date of initial application. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We elected all of the new standard’s available transition practical expedients that were applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We also elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases with a lease term of twelve months or less, we did not recognize ROU assets or lease liabilities. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. This standard did not have a material effect on our financial statements. Upon adoption, the most significant effects related to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our operating leases, which was $39.6 million and $42.6 million, respectively, as of the beginning of the period; and (2) providing additional new disclosures about our leasing activities. Recently Issued Accounting Standards In August 2018, the FASB issued a new ASU which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in software licensing arrangements under the internal-use software guidance. The update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. We currently do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The update is effective for fiscal years beginning after December 15, 2020. We expect to update our defined benefit pension plan disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for fair value measurement. The update is effective for fiscal years beginning after December 15, 2019. We expect to update our fair value measurement disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In January 2017, the FASB issued an amendment to the standards of goodwill impairment testing. The new guidance simplifies the test for goodwill impairment, by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The update is effective for fiscal years beginning after December 15, 2019. We expect to adopt the standards when they become effective. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 29, 2019 | |
Acquisitions And Divestitures | |
Acquisitions and Divestitures | (3) Acquisitions and Divestitures Clabber Girl On May 15, 2019, we acquired Clabber Girl Corporation, a leader in baking products, including baking powder, baking soda and corn starch, from Hulman & Company for approximately $84.6 million in cash, subject to customary closing and post-closing working capital adjustments. In addition to Clabber Girl Rumford Davis Hearth Club Royal Royal Clabber Girl The following table sets forth the preliminary allocation of the Clabber Girl Clabber Girl Preliminary Allocation: May 15, 2019 Cash and cash equivalents $ 2,202 Trade accounts receivable, net 5,627 Inventories 11,305 Prepaid expenses and other current assets 154 Income tax receivable 7 Property, plant and equipment, net 20,697 Operating lease right-of-use assets 6,488 Trademarks — indefinite-lived intangible assets 18,500 Customer relationship intangibles — finite-lived intangible assets 17,500 Trade accounts payable (3,007) Accrued expenses (1,315) Operating lease liabilities, current portion (863) Long-term operating lease liabilities, net of current portion (6,055) Goodwill 13,392 Total purchase price (paid in cash) $ 84,632 The Clabber Girl McCann’s Acquisition On July 16, 2018, we acquired the McCann’s McCann’s The following table sets forth the preliminary allocation of the McCann’s McCann’s Preliminary Allocation: July 16, 2018 Property, plant and equipment $ 12 Inventories 973 Trademarks — indefinite-lived intangible assets 24,800 Customer relationship intangibles — finite-lived intangible assets 2,000 Accrued expenses (292) Goodwill 3,294 Total purchase price (paid in cash) $ 30,787 The McCann’s Pirate Brands Divestiture On October 17, 2018, we completed the sale of Pirate Brands to The Hershey Company for a purchase price of $420.0 million in cash. Pirate Brands includes the Pirate’s Booty Smart Puffs Original Tings October 17, 2018 Cash received $ 420,002 Assets sold: Inventories (6,688) Property, plant and equipment (404) Customer relationships — finite-lived intangible assets (8,408) Trademarks — indefinite-lived intangible assets (152,800) Goodwill (70,952) Other (77) Total assets sold (239,328) Expenses (4,288) Gain on sale of assets $ 176,386 In December 2018, the compensation committee of our board of directors approved a special bonus pool of $6.0 million that was paid during the first quarter of 2019 to our executive officers and certain members of senior management to recognize their significant contributions to the successful operation of Pirate Brands during our company’s five years of ownership of Pirate Brands and to the successful completion of the Pirate Brands sale at a sale price more than double what our company paid for Pirate Brands in 2013. |
Inventories
Inventories | 6 Months Ended |
Jun. 29, 2019 | |
Inventories | |
Inventories | (4) Inventories Inventories are stated at the lower of cost or net realizable value and include direct material, direct labor, overhead, warehousing and product transfer costs. Cost is determined using the first-in, first-out and average cost methods. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on management’s review of inventories on hand compared to estimated future usage and sales. Inventories consist of the following, as of the dates indicated (in thousands): June 29, 2019 December 29, 2018 Raw materials and packaging $ 78,460 $ 61,905 Work-in-process 33,833 95,282 Finished goods 292,461 244,168 Inventories $ 404,754 $ 401,355 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 29, 2019 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (5) Goodwill and Other Intangible Assets The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands): June 29, 2019 December 29, 2018 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 19,600 $ 3,916 $ 15,684 $ 19,600 $ 3,369 $ 16,231 Customer relationships 353,090 120,497 232,593 335,590 111,952 223,638 Total finite-lived intangible assets $ 372,690 $ 124,413 $ 248,277 $ 355,190 $ 115,321 $ 239,869 Indefinite-Lived Intangible Assets Goodwill $ 597,827 $ 584,435 Trademarks $ 1,374,200 $ 1,355,700 As a result of the Clabber Girl Amortization expense associated with finite-lived intangible assets for the second quarter and first two quarters of 2019 was $4.6 million and $9.1 million, respectively, and is recorded in operating expenses. Amortization expense associated with finite-lived intangible assets for the second quarter and first two quarters of 2018 was $4.6 million and $9.2 million, respectively. We expect to recognize an additional $9.4 million of amortization expense associated with our finite-lived intangible assets during the remainder of fiscal 2019, and thereafter $18.8 million of amortization expense in each of the fiscal years 2020, 2021 and 2022, respectively, and $18.7 million in each of fiscal 2023 and 2024. See Note 3, “Acquisitions and Divestitures.” |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 29, 2019 | |
Long-Term Debt | |
Long-Term Debt | (6) Long-Term Debt Long-term debt consists of the following, as of the dates indicated (in thousands): June 29, 2019 December 29, 2018 Revolving credit loans $ 215,000 $ 50,000 4.625% senior notes due 2021 700,000 700,000 5.25% senior notes due 2025 900,000 900,000 Unamortized deferred financing costs (15,475) (17,490) Unamortized premium 3,101 3,371 Total long-term debt, net of unamortized deferred financing costs and premium $ 1,802,626 $ 1,635,881 As of June 29, 2019, the aggregate contractual maturities of long-term debt are as follows (in thousands): Fiscal year ending: 2019 $ — 2020 — 2021 700,000 2022 215,000 2023 — Thereafter 900,000 Total $ 1,815,000 Senior Secured Credit Agreement. The first refinancing, on March 30, 2017, reduced by 0.75% the spread over LIBOR or the applicable base rate on the then-outstanding $640.1 million of tranche B term loans. On April 3, 2017, we repaid all of the outstanding borrowings and amounts due under our revolving credit facility and tranche A term loans using a portion of the net proceeds of our registered public offering of $500.0 million aggregate principal amount of 5.25% senior notes due 2025. On November 20, 2017, we again refinanced our senior secured credit facility. This second refinancing increased the principal amount of the tranche B term loans by $10.0 million to $650.1 million, reduced by 25 basis points the spread over LIBOR or the applicable base rate on the tranche B term loans and any revolving loans, increased the aggregate commitments under our revolving credit facility from $500.0 million to $700.0 million, and extended the maturity date applicable to our revolving credit facility from June 2019 to November 2022. We made optional prepayments of aggregate principal amount of our tranche B term loans of $125.0 million in the first quarter of 2018 and $25.0 million in the second quarter of 2018. On October 18, 2018, we made a mandatory prepayment of $352.2 million principal amount of tranche B term loans with the net proceeds of the Pirate Brands sale. On October 19, 2018, we made an optional prepayment of the remaining $147.9 million principal amount of tranche B term loans outstanding under our credit agreement from cash on hand and the proceeds of additional revolving loans under our credit agreement. As a result of the optional and mandatory prepayments of the tranche B term loans, we recognized a loss on extinguishment of debt of $13.1 million in fiscal 2018, including $0.5 million and $3.3 million in the second quarter and first two quarters of 2018, respectively. At June 29, 2019, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $1.6 million, was $483.4 million. Proceeds of the revolving credit facility may be used for general corporate purposes, including acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria. At June 29, 2019, there was $215.0 million outstanding under our revolving credit facility We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility. The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for revolving loans that are Eurodollar (LIBOR) loans. The revolving credit facility matures on November 21, 2022. We may prepay the term loans or permanently reduce the revolving credit facility commitment under the credit agreement at any time without premium or penalty (other than customary “breakage” costs with respect to the early termination of LIBOR loans). Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions or casualty events and issuances of indebtedness. Interest under the revolving credit facility, including any outstanding letters of credit, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 0.25% to 0.75%, and LIBOR plus an applicable margin ranging from 1.25% to 1.75%, in each case depending on our consolidated leverage ratio. Interest under the tranche B term loan facility was determined based on alternative rates that we could choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin of 1.00%, and LIBOR plus an applicable margin of 2.00%. As of June 29, 2019, there were no tranche B term loans outstanding under our credit facility. Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property. The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens. The credit agreement also contains certain financial maintenance covenants, which, among other things, specify a maximum consolidated leverage ratio and a minimum interest coverage ratio, each ratio as defined in the credit agreement. Our consolidated leverage ratio (defined as the ratio of our consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period), may not exceed 7.00 to 1.00. We are also required to maintain a consolidated interest coverage ratio of at least 1.75 to 1.00 as of the last day of any period of four consecutive fiscal quarters. As of June 29, 2019, we were in compliance with all of the covenants, including the financial covenants, in the credit agreement. The credit agreement also provides for an incremental term loan and revolving loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide unlimited additional amounts of term loans or revolving loans or both on terms substantially consistent with those provided under the credit agreement. Among other things, the utilization of the incremental facility is conditioned on our ability to meet a maximum senior secured leverage ratio of 4.00 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility. 4.625% enior Notes due 2021. Interest on the 4.625% senior notes is payable on June 1 and December 1 of each year. The 4.625% senior notes will mature on June 1, 2021, unless earlier retired or redeemed. We may redeem some or all of the 4.625% senior notes at a redemption price of 103.469% beginning June 1, 2016 and thereafter at prices declining annually to 100% on or after June 1, 2019, in each case plus accrued and unpaid interest to the date of redemption. In addition, if we undergo a change of control or upon certain asset sales, we may be required to offer to repurchase the 4.625% senior notes at the repurchase price set forth in the indenture plus accrued and unpaid interest to the date of repurchase. We may also, from time to time, seek to retire the 4.625% senior notes through cash repurchases of the 4.625% senior notes and/or exchanges of the 4.625% senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Our obligations under the 4.625% senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The 4.625% senior notes and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu The indenture governing the 4.625% senior notes contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of specified liens, certain sale-leaseback transactions and sales of certain specified assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications. As of June 29, 2019, we were in compliance with all of the covenants in the indenture governing the 4.625% senior notes. 5.25% Senior Notes due 2025 We used the net proceeds of the April 2017 offering to repay all of the outstanding borrowings and amounts due under our revolving credit facility and tranche A term loans, and to pay related fees and expenses. We used the net proceeds of the November 2017 offering to repay all of the then outstanding borrowings and amounts due under our revolving credit facility and to pay related fees and expenses. We have used a portion of, and intend to use the remaining portion of, the net proceeds of the April 2017 and November 2017 offerings for general corporate purposes, which have included and could include, among other things, repayment of other long term debt or possible acquisitions. Interest on the 5.25% senior notes is payable on April 1 and October 1 of each year, commencing October 1, 2017. The 5.25% senior notes will mature on April 1, 2025, unless earlier retired or redeemed. On or after April 1, 2020, we may redeem some or all of the 5.25% senior notes at a redemption price of 103.9375% beginning April 1, 2020 and thereafter at prices declining annually to 100% on or after April 1, 2023, in each case plus accrued and unpaid interest to the date of redemption. In addition, if we undergo a change of control or upon certain asset sales, we may be required to offer to repurchase the 5.25% senior notes at the repurchase price set forth in the indenture plus accrued and unpaid interest to the date of repurchase. We may also, from time to time, seek to retire the 5.25% senior notes through cash repurchases of the 5.25% senior notes and/or exchanges of the 5.25% senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Our obligations under the 5.25% senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The 5.25% senior notes and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu The indenture governing the 5.25% senior notes contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of specified liens, certain sale-leaseback transactions and sales of certain specified assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications. As of June 29, 2019, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes. Subsidiary Guarantees. Accrued Interest Loss on Extinguishment of Debt |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 29, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | (7) Fair Value Measurements The authoritative accounting literature relating to fair value measurements defines fair value 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 (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value. Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature. The three levels are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable for the asset or liability, either directly or indirectly. Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses, income tax payable and dividends payable are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. The carrying values and fair values of our revolving credit loans, term loans, 4.625% senior notes and 5.25% senior notes as of June 29, 2019 and December 29, 2018 are as follows (in thousands): June 29, 2019 December 29, 2018 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ 215,000 $ 215,000 (1) $ 50,000 $ 50,000 (1) 4.625% senior notes due 2021 700,000 698,250 (2) 700,000 684,250 (2) 5.25% senior notes due 2025 $ 903,101 (3) $ 907,617 (2) $ 903,371 (3) $ 837,877 (2) (1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. (2) Fair values are estimated based on quoted market prices. (3) The carrying values of the 5.25% senior notes due 2025 include a premium. At June 29, 2019 and December 29, 2018 the face amount of the 5.25% senior notes due 2025 was $900.0 million. There was no Level 3 activity during the second quarter or first two quarters of 2019 or 2018. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 29, 2019 | |
Accumulated Other Comprehensive Loss. | |
Accumulated Other Comprehensive Loss | (8) Accumulated Other Comprehensive Loss The reclassifications from accumulated other comprehensive loss (AOCL) for the second quarter and first two quarters of 2019 and 2018 are as follows (in thousands): Amounts Reclassified from AOCL Thirteen Weeks Ended Twenty-six Weeks Ended Affected Line Item in June 29, June 30, June 29, June 30, the Statement Where Details about AOCL Components 2019 2018 2019 2018 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized prior service cost $ — $ 1 $ — $ 1 See (1) below Amortization of unrecognized loss 215 183 430 331 See (1) below Accumulated other comprehensive loss before tax 215 184 430 332 Total before tax Tax expense (52) (46) (105) (83) Income tax expense Total reclassification $ 163 $ 138 $ 325 $ 249 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits,” for additional information. Changes in AOCL for the first two quarters of 2019 are as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at December 29, 2018 $ (12,224) $ (11,278) $ (23,502) Other comprehensive income before reclassifications — 3,001 3,001 Amounts reclassified from AOCL 325 — 325 Net current period other comprehensive income 325 3,001 3,326 Balance at June 29, 2019 $ (11,899) $ (8,277) $ (20,176) As a result of accounting guidance issued by the FASB in February 2018, we had the option to elect to make a one-time reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects resulting from the change in corporate tax rate as a result of the U.S. Tax Act. This guidance became effective during the first quarter of 2019. We elected to not make the optional one-time reclassification. |
Stock Repurchase Program
Stock Repurchase Program | 6 Months Ended |
Jun. 29, 2019 | |
Treasury Stock Value [Abstract] | |
Stock Repurchase Program | (9) Stock Repurchase Program On March 13, 2018, our board of directors authorized a stock repurchase program for the repurchase of up to $50.0 million of our company’s common stock through March 15, 2019. Under that authorization, we repurchased and retired 1,397,148 shares of common stock at an average price per share (excluding fees and commissions) of $26.41, or $36.9 million in the aggregate, including 407,022 shares of common stock at an average price per share (excluding fees and commissions) of $24.55, or $10.0 million in the aggregate, during the first quarter of 2019. We did not repurchase any shares of common stock during the first two quarters of 2018. On March 12, 2019, our board of directors authorized an extension of our stock repurchase program from March 15, 2019 to March 15, 2020. In extending the repurchase program, our board of directors also reset the repurchase authority to up to $50.0 million. We did not repurchase any shares of common stock during the second quarter of 2019. Therefore, as of June 29, 2019, we had $50.0 million available for future repurchases of common stock under the stock repurchase program. Under the authorization, we may purchase shares of common stock from time to time in the open market or in privately negotiated transactions in compliance with the applicable rules and regulations of the SEC. The timing and amount of future stock repurchases, if any, under the program will be at the discretion of management, and will depend on a variety of factors, including price, available cash, general business and market conditions and other investment opportunities. Therefore, we cannot assure you as to the number or aggregate dollar amount of additional shares, if any, that will be repurchased under the program. We may discontinue the program at any time. Any shares repurchased pursuant to the program will be retired. |
Pension Benefits
Pension Benefits | 6 Months Ended |
Jun. 29, 2019 | |
Pension Benefits | |
Pension Benefits | (10) Pension Benefits Company Sponsored Defined Benefit Pension Plans Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, 2019 2018 2019 2018 Service cost—benefits earned during the period $ 1,734 $ 1,909 $ 3,671 $ 3,894 Interest cost on projected benefit obligation 1,431 1,267 2,873 2,529 Expected return on plan assets (1,913) (2,008) (3,827) (4,009) Amortization of unrecognized prior service cost — 1 — 1 Amortization of unrecognized loss 215 183 430 331 Net periodic pension cost $ 1,467 $ 1,352 $ 3,147 $ 2,746 During the first two quarters of 2019, we did not make any defined benefit plan contributions. During the first two quarters of 2018, we made $1.1 million of defined benefit pension plan contributions. Multi-Employer Defined Benefit Pension Plan . We were notified that for the plan year beginning January 1, 2012, the plan was in critical status and classified in the Red Zone. As of the date of the accompanying unaudited consolidated interim financial statements, the plan remains in critical status. The law requires that all contributing employers pay to the plan a surcharge to help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the amount an employer is otherwise required to contribute to the plan under the applicable collective bargaining agreement. During the second quarter of 2015, we agreed to a collective bargaining agreement that, among other things, implements a rehabilitation plan. As a result, our contributions to the plan are expected to increase by at least 5.0% per year. B&G Foods made contributions to the plan of $0.5 million in the first two quarters of 2019 and expects to pay surcharges of less than $0.3 million in fiscal 2019 assuming consistent hours are worked. B&G Foods contributed $0.5 million in fiscal 2018 and paid less than $0.1 million in surcharges. These contributions represented less than five percent of total contributions made to the plan. |
Leases
Leases | 6 Months Ended |
Jun. 29, 2019 | |
Leases [Abstract] | |
Leases | (11) Leases Operating Leases June 29, 2019 Right-of-use assets: Operating lease right-of-use assets $ 42,059 Operating lease liabilities: Operating lease liabilities, current portion $ 9,915 Long-term operating lease liabilities, net of current portion 35,421 Total operating lease liabilities $ 45,336 We determine whether an arrangement is a lease at inception. We have operating leases for certain of our manufacturing facilities, distribution centers, warehouse and storage facilities, machinery and equipment, and office equipment. Our leases have remaining lease terms of one year to seven years, some of which include options to extend the lease term for up to five years, and some of which include options to terminate the lease within one year. We consider these options in determining the lease term used to establish our right-of use assets and lease liabilities. Supplemental information related to leases: June 29, 2019 Thirteen Weeks Ended Twenty-six Weeks Ended Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 2,795 $ 5,497 The components of lease costs were as follows: Cost of goods sold $ 769 $ 1,437 Selling, general and administrative expenses 1,970 3,940 Total lease costs $ 2,739 $ 5,377 Total rent expense was $4.0 million, including the operating lease costs of $2.7 million stated above, for the second quarter of 2019, and $7.2 million, including the operating lease costs of $5.4 million stated above, for the first two quarters of 2019. Total rent expense was $3.2 million and $6.5 million, respectively, for the second quarter and first two quarters of 2018. Because our operating leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have lease agreements that contain both lease and non-lease components. With the exception of our real estate leases, we account for our leases as a single lease component. See Note 2, “Summary of Significant Accounting Policies — Newly Adopted Accounting Standards The following table shows the lease term and discount rate for our ROU assets: June 29, 2019 Weighted average remaining lease term (years) 5.8 Weighted average discount rate 4.07% As of June 29, 2019, the maturities of operating lease liabilities were as follows (in thousands): Fiscal year ending: 2019 $ 5,873 2020 10,797 2021 10,087 2022 5,622 2023 5,608 Thereafter 13,519 Total undiscounted future minimum lease payments 51,506 Less: Imputed interest (6,170) Total present value of future operating lease liabilities $ 45,336 As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease standard (Topic 840), as of December 29, 2018, future minimum lease payments under non-cancelable operating leases in effect at year-end (with initial or remaining lease terms in excess of one year) for the periods set forth below were as follows (in thousands): Fiscal year ending: 2019 $ 12,298 2020 10,953 2021 8,991 2022 4,733 2023 4,784 Thereafter 8,445 Total undiscounted future minimum lease payments $ 50,204 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 29, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | (12) Commitments and Contingencies Legal Proceedings. Environmental. Collective Bargaining Agreements. Clabber Girl Severance and Change of Control Agreements. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 29, 2019 | |
Earnings per Share | |
Earnings per Share | (13) Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued upon the exercise of stock options or in connection with performance shares that may be earned under long-term incentive awards as of the grant date, in the case of the stock options, and as of the beginning of the period, in the case of the performance shares, using the treasury stock method. For the second quarter of 2019 and 2018, there were 1,076,206 and 1,225,416, respectively, shares of common stock issuable upon the exercise of stock options excluded from the calculation of diluted weighted average shares outstanding because the effect would have been anti-dilutive on diluted earnings per share. Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, 2019 2018 2019 2018 Weighted average shares outstanding: Basic 65,341,356 66,307,190 65,463,964 66,412,421 Net effect of potentially dilutive share-based compensation awards 49,159 46,449 39,871 122,121 Diluted 65,390,515 66,353,639 65,503,835 66,534,542 |
Business and Credit Concentrati
Business and Credit Concentrations and Geographic Information | 6 Months Ended |
Jun. 29, 2019 | |
Business and Credit Concentrations and Geographic Information | |
Business and Credit Concentrations and Geographic Information | (14) Business and Credit Concentrations and Geographic Information Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts. We perform ongoing credit evaluations of the financial condition of our customers. Our top ten customers accounted for approximately 55.0% and 56.0% of consolidated net sales for the first two quarters of 2019 and 2018, respectively. Our top ten customers accounted for approximately 57.7% and 54.8% of our consolidated trade accounts receivables as of June 29, 2019 and December 29, 2018, respectively. Other than Walmart, which accounted for 25.8% and 24.8% of our consolidated net sales for the first two quarters of 2019 and 2018, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first two quarters of 2019 or 2018. Other than Walmart, which accounted for 28.0% and 24.9% of our consolidated trade accounts receivables as of June 29, 2019 and December 29, 2018, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of June 29, 2019, we do not believe we have any significant concentration of credit risk with respect to our consolidated trade accounts receivable with any single customer whose failure or nonperformance would materially affect our results other than as described above with respect to Walmart. During the first two quarters of 2019 and 2018, our sales to customers in foreign countries represented approximately 7.6% and 6.9%, respectively, of net sales. Our foreign sales are primarily to customers in Canada. |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 29, 2019 | |
Share-Based Payments | |
Share-Based Payments | (15) Share-Based Payments The following table details our stock option activity for the first two quarters of fiscal 2019 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at December 29, 2018 1,194,105 $ 31.40 Granted 40,938 $ 22.68 Exercised — $ — Forfeited (116,223) $ 30.23 Cancelled (1,676) $ 29.10 Outstanding at June 29, 2019 1,117,144 $ 31.20 6.93 $ 83 Exercisable at June 29, 2019 818,483 $ 31.94 6.30 $ — The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following assumptions. Expected volatility was based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The expected term of the options granted represents the period of time that options were expected to be outstanding and is based on the “simplified method” in accordance with accounting guidance. We utilized the simplified method to determine the expected term of the options as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. 2019 2018 Weighted average grant date fair value $ 2.44 $ 3.74 Expected volatility 31.27% 30.6% - 31.7% Expected term 5.5 years 5.5 - 6.5 years Risk-free interest rate 1.86% 2.6% - 2.8% Dividend yield 8.38% 6.7% - 8.1% The following table sets forth the compensation expense recognized for share-based payments (performance share long-term incentive awards (LTIAs), stock options, non-employee director stock grants, restricted stock and other share based payments) during the second quarter and first two quarters of 2019 and 2018 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, Consolidated Statements of Operations Location 2019 2018 2019 2018 Compensation expense included in cost of goods sold $ 157 $ 495 $ 330 $ 764 Compensation expense included in selling, general and administrative expenses 1,227 1,264 1,634 1,833 Total compensation expense for share-based payments $ 1,384 $ 1,759 $ 1,964 $ 2,597 As of June 29, 2019, there was $2.9 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2.5 years, and $0.9 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 1.3 years. During the first two quarters of 2019, our company extended the post-retirement exercise period for 48,727 vested options held by board members (from six months to the full remaining term) and 517,785 vested options held by three retired executives (from six months to three-years) and recognized an additional $0.7 million of pre-tax share-based compensation expense in the second quarter of 2019, which is reflected in the table above. The following table details the activity in our non-vested performance share LTIAs for the first two quarters of 2019: Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Outstanding at December 29, 2018 509,317 $ 27.30 Granted 382,574 $ 18.88 Vested (102,893) $ 29.04 Forfeited (124,229) $ 26.35 Outstanding at June 29, 2019 664,769 $ 22.38 (1) Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% of the target number of performance shares). (2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes), reduced by the present value of expected dividends using the risk-free interest-rate, as the award holders are not entitled to dividends or dividend equivalents during the vesting period. The following table details the number of shares of common stock issued by our company during the second quarter and first two quarters of 2019 and 2018 upon the vesting of performance share LTIAs, the exercise of stock options, restricted stock and other share-based payments: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, 2019 2018 2019 2018 Number of performance shares vested — — 102,893 150,255 Shares withheld to fund statutory minimum tax withholding — — (36,965) (57,298) Shares of common stock issued for performance share LTIAs — — 65,928 92,957 Shares of common stock issued to non-employee directors for annual equity grants 45,848 33,920 45,848 35,039 Shares of restricted common stock issued to employees 32,059 — 32,059 — Total shares of common stock issued 77,907 33,920 143,835 127,996 |
Workforce Reduction
Workforce Reduction | 6 Months Ended |
Jun. 29, 2019 | |
Workforce Reduction | |
Workforce Reduction | (16) Workforce Reduction Workforce Reduction Expenses Retirement Expenses |
Net Sales by Brand
Net Sales by Brand | 6 Months Ended |
Jun. 29, 2019 | |
Net Sales by Brand | |
Net Sales by Brand | (17) Net Sales by Brand The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, 2019 2018 2019 2018 Brand: (1) Green Giant $ 87,657 $ 84,182 $ 188,520 $ 179,071 Spices & Seasonings (2) 61,012 63,670 124,238 126,430 Ortega 34,048 34,068 71,300 71,922 Green Giant (3) 18,310 13,446 44,749 39,129 Maple Grove Farms of Vermont 17,778 17,078 35,675 34,043 Back to Nature 16,003 17,622 32,665 37,662 Mrs. Dash 14,427 14,513 29,635 31,249 Cream of Wheat 11,678 11,777 29,088 30,201 Pirate Brands (4) — 25,206 — 46,202 All other brands 110,284 106,816 228,061 224,198 Total $ 371,197 $ 388,378 $ 783,931 $ 820,107 (1) Table includes net sales for each of our brands whose net sales for the first two quarters of 2019 or fiscal 2018 represent 3% or more of our total net sales for those periods, and for “all other brands” in the aggregate. Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice net sales attributable to the brand. (2) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016, including French’s ® seasoning mixes, which we discontinued during the third quarter of 2018 following the expiration of a licensing agreement. Does not include net sales for Mrs. Dash and our other legacy spices & seasonings brands. (3) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (4) See Note 3, “Acquisitions and Divestitures.” |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 6 Months Ended |
Jun. 29, 2019 | |
Guarantor and Non-Guarantor Financial Information | |
Guarantor and Non-Guarantor Financial Information | (18) Guarantor and Non-Guarantor Financial Information As further discussed in Note 6, “Long-Term Debt,” our obligations under the 4.625% senior notes and the 5.25% senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries, which we refer to in this note as the guarantor subsidiaries. Our foreign subsidiaries, which we refer to in this note as the non-guarantor subsidiaries, do not guarantee the 4.625% senior notes or the 5.25% senior notes. The following condensed consolidating financial information presents the condensed consolidating balance sheet as of June 29, 2019 and December 29, 2018, the related condensed consolidating statement of operations for the thirteen and twenty-six weeks ended June 29, 2019 and June 30, 2018 and the related condensed consolidating statement of cash flows for the twenty-six weeks ended June 29, 2019 and June 30, 2018 for: 1. 2. 3. 4. The information includes elimination entries necessary to consolidate the Parent with the guarantor subsidiaries and non-guarantor subsidiaries. The guarantor subsidiaries and non-guarantor subsidiaries are presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial information for each of the guarantor subsidiaries and non-guarantor subsidiaries are not presented because management believes such financial statements would not be meaningful to investors. Condensed Consolidating Balance Sheet As of June 29, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 16,643 $ 3,268 $ — $ 19,911 Trade accounts receivable, net — 128,326 8,167 — 136,493 Inventories, net — 347,213 57,541 — 404,754 Prepaid expenses and other current assets — 21,726 4,497 — 26,223 Income tax receivable — 9,512 544 — 10,056 Total current assets — 523,420 74,017 — 597,437 Property, plant and equipment, net — 261,137 44,185 — 305,322 Operating lease right-of-use assets — 41,974 85 — 42,059 Goodwill — 597,827 — — 597,827 Other intangibles, net — 1,622,477 — — 1,622,477 Other assets — 1,070 13 — 1,083 Deferred income taxes — — 5,562 — 5,562 Investments in subsidiaries 2,717,514 98,611 — (2,816,125) — Total assets $ 2,717,514 $ 3,146,516 $ 123,862 $ (2,816,125) $ 3,171,767 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 101,888 $ 11,648 $ — $ 113,536 Accrued expenses — 40,051 3,189 — 43,240 Operating lease liabilities, current portion — 9,871 44 — 9,915 Income tax payable — 1,330 (920) — 410 Dividends payable 31,053 — — — 31,053 Intercompany payables — (11,235) 11,235 — — Total current liabilities 31,053 141,905 25,196 — 198,154 Long-term debt 1,818,101 (15,475) — — 1,802,626 Deferred income taxes — 243,754 — — 243,754 Long-term operating lease liabilities, net of current portion — 35,367 54 — 35,421 Other liabilities — 23,452 — — 23,452 Total liabilities 1,849,154 429,003 25,250 — 2,303,407 Stockholders' Equity: Preferred stock — — — — — Common stock 654 — — — 654 Additional paid-in capital 46,284 1,898,316 68,253 (1,966,569) 46,284 Accumulated other comprehensive loss (20,176) (20,176) (8,276) 28,452 (20,176) Retained earnings 841,598 839,373 38,635 (878,008) 841,598 Total stockholders’ equity 868,360 2,717,513 98,612 (2,816,125) 868,360 Total liabilities and stockholders’ equity $ 2,717,514 $ 3,146,516 $ 123,862 $ (2,816,125) $ 3,171,767 Condensed Consolidating Balance Sheet As of December 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 9,871 $ 1,777 $ — $ 11,648 Trade accounts receivable, net — 140,464 11,243 — 151,707 Inventories, net — 332,774 68,581 — 401,355 Prepaid expenses and other current assets — 15,995 3,993 — 19,988 Income tax receivable — — 1,398 — 1,398 Total current assets — 499,104 86,992 — 586,096 Property, plant and equipment, net — 238,128 44,425 — 282,553 Goodwill — 584,435 — — 584,435 Other intangibles, net — 1,595,569 — — 1,595,569 Other assets — 1,193 13 — 1,206 Deferred income taxes — — 4,940 — 4,940 Investments in subsidiaries 2,584,598 93,069 — (2,677,667) — Total assets $ 2,584,598 $ 3,011,498 $ 136,370 $ (2,677,667) $ 3,054,799 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 115,946 $ 24,054 $ — $ 140,000 Accrued expenses — 53,386 2,274 — 55,660 Income tax payable — 31,247 377 — 31,624 Dividends payable 31,178 — — — 31,178 Intercompany payables — (16,581) 16,581 — — Total current liabilities 31,178 183,998 43,286 — 258,462 Long-term debt 1,653,371 (17,490) — — 1,635,881 Deferred income taxes — 235,902 — — 235,902 Other liabilities — 24,490 15 — 24,505 Total liabilities 1,684,549 426,900 43,301 — 2,154,750 Stockholders' Equity: Preferred stock — — — — — Common stock 656 — — — 656 Additional paid-in capital 116,339 1,803,769 68,253 (1,872,022) 116,339 Accumulated other comprehensive loss (23,502) (23,502) (11,279) 34,781 (23,502) Retained earnings 806,556 804,331 36,095 (840,426) 806,556 Total stockholders’ equity 900,049 2,584,598 93,069 (2,677,667) 900,049 Total liabilities and stockholders’ equity $ 2,584,598 $ 3,011,498 $ 136,370 $ (2,677,667) $ 3,054,799 Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended June 29, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 363,329 $ 46,591 $ (38,723) $ 371,197 Cost of goods sold — 273,706 44,347 (38,723) 279,330 Gross profit — 89,623 2,244 — 91,867 Operating expenses: Selling, general and administrative expenses — 34,887 4,969 — 39,856 Amortization expense — 4,601 — — 4,601 Operating income (loss) — 50,135 (2,725) — 47,410 Other income and expenses: Interest expense, net — 23,179 — — 23,179 Other income — (525) — — (525) Income (loss) before income tax expense — 27,481 (2,725) — 24,756 Income tax expense — 5,712 793 — 6,505 Equity in earnings (loss) of subsidiaries 18,251 (3,518) — (14,733) — Net income (loss) $ 18,251 $ 18,251 $ (3,518) $ (14,733) $ 18,251 Comprehensive income (loss) $ 19,957 $ 18,088 $ (1,975) $ (16,113) $ 19,957 Condensed Consolidating Statement of Operations and Comprehensive Income Twenty-six Weeks Ended June 29, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 753,496 $ 101,616 $ (71,181) $ 783,931 Cost of goods sold — 580,006 95,160 (71,181) 603,985 Gross profit — 173,490 6,456 — 179,946 Operating expenses: Selling, general and administrative expenses — 74,942 3,211 — 78,153 Amortization expense — 9,092 — — 9,092 Operating income — 89,456 3,245 — 92,701 Other income and expenses: Interest expense, net — 46,253 — — 46,253 Other income — (783) — — (783) Income before income tax expense — 43,986 3,245 — 47,231 Income tax expense — 11,484 705 — 12,189 Equity in earnings (loss) of subsidiaries 35,042 2,540 — (37,582) — Net income (loss) $ 35,042 $ 35,042 $ 2,540 $ (37,582) $ 35,042 Comprehensive income (loss) $ 38,368 $ 34,717 $ 5,541 $ (40,258) $ 38,368 Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended June 30, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 372,442 $ 40,911 $ (24,975) $ 388,378 Cost of goods sold — 294,431 37,749 (24,975) 307,205 Gross profit — 78,011 3,162 — 81,173 Operating expenses: Selling, general and administrative expenses — 35,902 1,370 — 37,272 Amortization expense — 4,609 — — 4,609 Operating income — 37,500 1,792 — 39,292 Other income and expenses: Interest expense, net — 27,607 — — 27,607 Loss on extinguishment of debt — 546 — — 546 Other expense — 388 — — 388 Income before income tax expense (benefit) — 8,959 1,792 — 10,751 Income tax expense (benefit) — 3,595 (820) — 2,775 Equity in earnings (loss) of subsidiaries 7,976 2,612 — (10,588) — Net income (loss) $ 7,976 $ 7,976 $ 2,612 $ (10,588) $ 7,976 Comprehensive income (loss) $ 2,455 $ 7,838 $ (3,047) $ (4,791) $ 2,455 Condensed Consolidating Statement of Operations and Comprehensive Income Twenty-six Weeks Ended June 30, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 780,290 $ 93,226 $ (53,409) $ 820,107 Cost of goods sold — 605,656 83,331 (53,409) 635,578 Gross profit — 174,634 9,895 — 184,529 Operating expenses: Selling, general and administrative expenses — 75,041 4,799 — 79,840 Amortization expense — 9,218 — — 9,218 Operating income — 90,375 5,096 — 95,471 Other income and expenses: Interest expense, net — 55,913 — — 55,913 Loss on extinguishment of debt — 3,324 — — 3,324 Other income — (1,666) — — (1,666) Income before income tax expense — 32,804 5,096 — 37,900 Income tax expense — 9,093 284 — 9,377 Equity in earnings (loss) of subsidiaries 28,523 4,812 — (33,335) — Net income (loss) $ 28,523 $ 28,523 $ 4,812 $ (33,335) $ 28,523 Comprehensive income (loss) $ 26,245 $ 28,274 $ 2,285 $ (30,559) $ 26,245 Condensed Consolidating Statement of Cash Flows Twenty-six Weeks Ended June 29, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 8,526 $ 8,320 $ — $ 16,846 Cash flows from investing activities: Capital expenditures — (16,530) (1,618) — (18,148) Payments for acquisition of businesses, net of cash acquired — (82,430) — — (82,430) Net cash used in investing activities — (98,960) (1,618) — (100,578) Cash flows from financing activities: Repayments of borrowings under revolving credit facility (95,000) — — — (95,000) Borrowings under revolving credit facility 260,000 — — — 260,000 Dividends paid (62,194) — — — (62,194) Payments for the repurchase of common stock, net (10,000) — — — (10,000) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (905) — — (905) Intercompany transactions (92,806) 98,111 (5,305) — — Net cash provided by (used in) financing activities — 97,206 (5,305) — 91,901 Effect of exchange rate fluctuations on cash and cash equivalents — — 94 94 Net increase in cash and cash equivalents — 6,772 1,491 — 8,263 Cash and cash equivalents at beginning of period — 9,871 1,777 — 11,648 Cash and cash equivalents at end of period $ — $ 16,643 $ 3,268 $ — $ 19,911 Condensed Consolidating Statement of Cash Flows Twenty-six Weeks Ended June 30, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 89,706 $ 15,098 $ — $ 104,804 Cash flows from investing activities: Capital expenditures — (15,229) (1,979) — (17,208) Net cash used in investing activities — (15,229) (1,979) — (17,208) Cash flows from financing activities: Repayments of long-term debt (150,000) — — — (150,000) Dividends paid (61,888) — — — (61,888) Payments for the repurchase of common stock, net (18,529) — — — (18,529) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,832) — — (1,832) Intercompany transactions 230,417 (218,633) (11,784) — — Net cash used in financing activities — (220,465) (11,784) — (232,249) Effect of exchange rate fluctuations on cash and cash equivalents — — 987 — 987 Net (decrease) increase in cash and cash equivalents — (145,988) 2,322 — (143,666) Cash and cash equivalents at beginning of period — 204,815 1,691 — 206,506 Cash and cash equivalents at end of period $ — $ 58,827 $ 4,013 $ — $ 62,840 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 29, 2019 | |
Summary of Significant Accounting Policies | |
Fiscal Year | Fiscal Year Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53 rd |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended June 29, 2019 (second quarter and first two quarters of 2019) and June 30, 2018 (second quarter and first two quarters of 2018) have been prepared by our company in accordance with generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of June 29, 2019, and the results of our operations, comprehensive income and cash flows for the second quarter and first two quarters of 2019 and 2018. Our results of operations for the second quarter and first two quarters of 2019 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2018 filed with the SEC on February 26, 2019. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve revenue recognition as it relates to trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; and the determination of the useful life of customer relationship and finite-lived trademark intangibles. Actual results could differ significantly from these estimates and assumptions. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions. |
Newly Adopted and Recently Issued Accounting Standards | Newly Adopted Accounting Standards In February 2018, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) related to the Tax Cuts and Jobs Act, which we refer to as the “U.S. Tax Act.” The ASU allows for a company to elect to make a one-time reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects resulting from the change in corporate tax rate as a result of the U.S. Tax Act. The reclassification is the difference between the amount previously recorded in accumulated other comprehensive loss at the historical U.S. federal tax rate that remains in accumulated other comprehensive loss at the time the U.S. Tax Act was effective and the amount that would have been recorded using the newly enacted rate. Additionally, the ASU requires a company to disclose whether or not it elects to make the reclassification. This guidance became effective during the first quarter of 2019. We elected to not make the optional one-time reclassification. In February 2016, the FASB issued a new ASU that requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current guidance and to disclose key information about leasing arrangements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. We adopted the new standard prospectively when it became effective in the first quarter of 2019 and applied the new standard to all leases existing at the date of initial application. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We elected all of the new standard’s available transition practical expedients that were applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We also elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases with a lease term of twelve months or less, we did not recognize ROU assets or lease liabilities. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. This standard did not have a material effect on our financial statements. Upon adoption, the most significant effects related to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our operating leases, which was $39.6 million and $42.6 million, respectively, as of the beginning of the period; and (2) providing additional new disclosures about our leasing activities. Recently Issued Accounting Standards In August 2018, the FASB issued a new ASU which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in software licensing arrangements under the internal-use software guidance. The update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. We currently do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The update is effective for fiscal years beginning after December 15, 2020. We expect to update our defined benefit pension plan disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In August 2018, the FASB issued a new ASU that aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies by changing disclosure requirements for fair value measurement. The update is effective for fiscal years beginning after December 15, 2019. We expect to update our fair value measurement disclosures when the new standard becomes effective. We do not expect the adoption of this ASU to have an impact to our consolidated financial statements as this ASU only modifies disclosure requirements. In January 2017, the FASB issued an amendment to the standards of goodwill impairment testing. The new guidance simplifies the test for goodwill impairment, by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The update is effective for fiscal years beginning after December 15, 2019. We expect to adopt the standards when they become effective. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Acquisitions and divestitures | |
Schedule of divestiture | We recognized a pre-tax gain on the Pirate Brands sale of $176.4 million, as calculated below (in thousands): October 17, 2018 Cash received $ 420,002 Assets sold: Inventories (6,688) Property, plant and equipment (404) Customer relationships — finite-lived intangible assets (8,408) Trademarks — indefinite-lived intangible assets (152,800) Goodwill (70,952) Other (77) Total assets sold (239,328) Expenses (4,288) Gain on sale of assets $ 176,386 |
Clabber Girl Corporation | |
Acquisitions and divestitures | |
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | Clabber Girl Preliminary Allocation: May 15, 2019 Cash and cash equivalents $ 2,202 Trade accounts receivable, net 5,627 Inventories 11,305 Prepaid expenses and other current assets 154 Income tax receivable 7 Property, plant and equipment, net 20,697 Operating lease right-of-use assets 6,488 Trademarks — indefinite-lived intangible assets 18,500 Customer relationship intangibles — finite-lived intangible assets 17,500 Trade accounts payable (3,007) Accrued expenses (1,315) Operating lease liabilities, current portion (863) Long-term operating lease liabilities, net of current portion (6,055) Goodwill 13,392 Total purchase price (paid in cash) $ 84,632 |
McCann's brand of premium Irish oatmeal | |
Acquisitions and divestitures | |
Schedule of preliminary allocation of purchase price to the estimated fair value of the net assets acquired | McCann’s Preliminary Allocation: July 16, 2018 Property, plant and equipment $ 12 Inventories 973 Trademarks — indefinite-lived intangible assets 24,800 Customer relationship intangibles — finite-lived intangible assets 2,000 Accrued expenses (292) Goodwill 3,294 Total purchase price (paid in cash) $ 30,787 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Inventories | |
Summary of Inventories | Inventories consist of the following, as of the dates indicated (in thousands): June 29, 2019 December 29, 2018 Raw materials and packaging $ 78,460 $ 61,905 Work-in-process 33,833 95,282 Finished goods 292,461 244,168 Inventories $ 404,754 $ 401,355 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Goodwill and Other Intangible Assets | |
Schedule of goodwill and other intangible assets | The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands): June 29, 2019 December 29, 2018 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 19,600 $ 3,916 $ 15,684 $ 19,600 $ 3,369 $ 16,231 Customer relationships 353,090 120,497 232,593 335,590 111,952 223,638 Total finite-lived intangible assets $ 372,690 $ 124,413 $ 248,277 $ 355,190 $ 115,321 $ 239,869 Indefinite-Lived Intangible Assets Goodwill $ 597,827 $ 584,435 Trademarks $ 1,374,200 $ 1,355,700 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consists of the following, as of the dates indicated (in thousands): June 29, 2019 December 29, 2018 Revolving credit loans $ 215,000 $ 50,000 4.625% senior notes due 2021 700,000 700,000 5.25% senior notes due 2025 900,000 900,000 Unamortized deferred financing costs (15,475) (17,490) Unamortized premium 3,101 3,371 Total long-term debt, net of unamortized deferred financing costs and premium $ 1,802,626 $ 1,635,881 |
Schedule of aggregate contractual maturities of long-term debt | As of June 29, 2019, the aggregate contractual maturities of long-term debt are as follows (in thousands): Fiscal year ending: 2019 $ — 2020 — 2021 700,000 2022 215,000 2023 — Thereafter 900,000 Total $ 1,815,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Fair Value Measurements | |
Summary of carrying values and fair values of our revolving credit loans, term loans and senior notes | The carrying values and fair values of our revolving credit loans, term loans, 4.625% senior notes and 5.25% senior notes as of June 29, 2019 and December 29, 2018 are as follows (in thousands): June 29, 2019 December 29, 2018 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ 215,000 $ 215,000 (1) $ 50,000 $ 50,000 (1) 4.625% senior notes due 2021 700,000 698,250 (2) 700,000 684,250 (2) 5.25% senior notes due 2025 $ 903,101 (3) $ 907,617 (2) $ 903,371 (3) $ 837,877 (2) (1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. (2) Fair values are estimated based on quoted market prices. (3) The carrying values of the 5.25% senior notes due 2025 include a premium. At June 29, 2019 and December 29, 2018 the face amount of the 5.25% senior notes due 2025 was $900.0 million. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Accumulated Other Comprehensive Loss. | |
Schedule of reclassification from accumulated other comprehensive loss | The reclassifications from accumulated other comprehensive loss (AOCL) for the second quarter and first two quarters of 2019 and 2018 are as follows (in thousands): Amounts Reclassified from AOCL Thirteen Weeks Ended Twenty-six Weeks Ended Affected Line Item in June 29, June 30, June 29, June 30, the Statement Where Details about AOCL Components 2019 2018 2019 2018 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized prior service cost $ — $ 1 $ — $ 1 See (1) below Amortization of unrecognized loss 215 183 430 331 See (1) below Accumulated other comprehensive loss before tax 215 184 430 332 Total before tax Tax expense (52) (46) (105) (83) Income tax expense Total reclassification $ 163 $ 138 $ 325 $ 249 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits,” for additional information. |
Schedule of changes in accumulated other comprehensive loss | Changes in AOCL for the first two quarters of 2019 are as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at December 29, 2018 $ (12,224) $ (11,278) $ (23,502) Other comprehensive income before reclassifications — 3,001 3,001 Amounts reclassified from AOCL 325 — 325 Net current period other comprehensive income 325 3,001 3,326 Balance at June 29, 2019 $ (11,899) $ (8,277) $ (20,176) |
Pension Benefits (Tables)
Pension Benefits (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Pension Benefits | |
Schedule of components of net periodic pension costs | Net periodic pension cost for company sponsored defined benefit pension plans for the second quarter and first two quarters of 2019 and 2018 includes the following components (in thousands) Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, 2019 2018 2019 2018 Service cost—benefits earned during the period $ 1,734 $ 1,909 $ 3,671 $ 3,894 Interest cost on projected benefit obligation 1,431 1,267 2,873 2,529 Expected return on plan assets (1,913) (2,008) (3,827) (4,009) Amortization of unrecognized prior service cost — 1 — 1 Amortization of unrecognized loss 215 183 430 331 Net periodic pension cost $ 1,467 $ 1,352 $ 3,147 $ 2,746 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Leases [Abstract] | |
Operating leases on the Balance Sheets | Operating leases are included in the accompanying unaudited consolidated balance sheets in the following line items: June 29, 2019 Right-of-use assets: Operating lease right-of-use assets $ 42,059 Operating lease liabilities: Operating lease liabilities, current portion $ 9,915 Long-term operating lease liabilities, net of current portion 35,421 Total operating lease liabilities $ 45,336 |
Supplemental information related to leases | Supplemental information related to leases: June 29, 2019 Thirteen Weeks Ended Twenty-six Weeks Ended Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 2,795 $ 5,497 The components of lease costs were as follows: Cost of goods sold $ 769 $ 1,437 Selling, general and administrative expenses 1,970 3,940 Total lease costs $ 2,739 $ 5,377 |
Schedule of weighted average remaining lease term and weighted average discount rate | The following table shows the lease term and discount rate for our ROU assets: June 29, 2019 Weighted average remaining lease term (years) 5.8 Weighted average discount rate 4.07% |
Future minimum lease payments under operating leases | As of June 29, 2019, the maturities of operating lease liabilities were as follows (in thousands): Fiscal year ending: 2019 $ 5,873 2020 10,797 2021 10,087 2022 5,622 2023 5,608 Thereafter 13,519 Total undiscounted future minimum lease payments 51,506 Less: Imputed interest (6,170) Total present value of future operating lease liabilities $ 45,336 |
Future minimum lease payments under operating leases, before ASU 2016-02 | As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease standard (Topic 840), as of December 29, 2018, future minimum lease payments under non-cancelable operating leases in effect at year-end (with initial or remaining lease terms in excess of one year) for the periods set forth below were as follows (in thousands): Fiscal year ending: 2019 $ 12,298 2020 10,953 2021 8,991 2022 4,733 2023 4,784 Thereafter 8,445 Total undiscounted future minimum lease payments $ 50,204 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Earnings per Share | |
Schedule of calculations related to basic and diluted earning per share | Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, 2019 2018 2019 2018 Weighted average shares outstanding: Basic 65,341,356 66,307,190 65,463,964 66,412,421 Net effect of potentially dilutive share-based compensation awards 49,159 46,449 39,871 122,121 Diluted 65,390,515 66,353,639 65,503,835 66,534,542 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Share-Based Payments | |
Schedule of stock option activity | The following table details our stock option activity for the first two quarters of fiscal 2019 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at December 29, 2018 1,194,105 $ 31.40 Granted 40,938 $ 22.68 Exercised — $ — Forfeited (116,223) $ 30.23 Cancelled (1,676) $ 29.10 Outstanding at June 29, 2019 1,117,144 $ 31.20 6.93 $ 83 Exercisable at June 29, 2019 818,483 $ 31.94 6.30 $ — |
Schedule of stock options, valuation assumption | 2019 2018 Weighted average grant date fair value $ 2.44 $ 3.74 Expected volatility 31.27% 30.6% - 31.7% Expected term 5.5 years 5.5 - 6.5 years Risk-free interest rate 1.86% 2.6% - 2.8% Dividend yield 8.38% 6.7% - 8.1% |
Schedule of compensation expense recognized for share-based payments | The following table sets forth the compensation expense recognized for share-based payments (performance share long-term incentive awards (LTIAs), stock options, non-employee director stock grants, restricted stock and other share based payments) during the second quarter and first two quarters of 2019 and 2018 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, Consolidated Statements of Operations Location 2019 2018 2019 2018 Compensation expense included in cost of goods sold $ 157 $ 495 $ 330 $ 764 Compensation expense included in selling, general and administrative expenses 1,227 1,264 1,634 1,833 Total compensation expense for share-based payments $ 1,384 $ 1,759 $ 1,964 $ 2,597 |
Schedule of non-vested performance share LTIAs | Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Outstanding at December 29, 2018 509,317 $ 27.30 Granted 382,574 $ 18.88 Vested (102,893) $ 29.04 Forfeited (124,229) $ 26.35 Outstanding at June 29, 2019 664,769 $ 22.38 (1) Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% of the target number of performance shares). (2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes), reduced by the present value of expected dividends using the risk-free interest-rate, as the award holders are not entitled to dividends or dividend equivalents during the vesting period. |
Schedule of number of shares of common stock issued by entity upon the vesting of performance share long-term incentive awards other share based compensation | Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, 2019 2018 2019 2018 Number of performance shares vested — — 102,893 150,255 Shares withheld to fund statutory minimum tax withholding — — (36,965) (57,298) Shares of common stock issued for performance share LTIAs — — 65,928 92,957 Shares of common stock issued to non-employee directors for annual equity grants 45,848 33,920 45,848 35,039 Shares of restricted common stock issued to employees 32,059 — 32,059 — Total shares of common stock issued 77,907 33,920 143,835 127,996 |
Net Sales by Brand (Tables)
Net Sales by Brand (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Net Sales by Brand | |
Schedule of net sales by brand | The following table sets forth net sales by brand (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 29, June 30, June 29, June 30, 2019 2018 2019 2018 Brand: (1) Green Giant $ 87,657 $ 84,182 $ 188,520 $ 179,071 Spices & Seasonings (2) 61,012 63,670 124,238 126,430 Ortega 34,048 34,068 71,300 71,922 Green Giant (3) 18,310 13,446 44,749 39,129 Maple Grove Farms of Vermont 17,778 17,078 35,675 34,043 Back to Nature 16,003 17,622 32,665 37,662 Mrs. Dash 14,427 14,513 29,635 31,249 Cream of Wheat 11,678 11,777 29,088 30,201 Pirate Brands (4) — 25,206 — 46,202 All other brands 110,284 106,816 228,061 224,198 Total $ 371,197 $ 388,378 $ 783,931 $ 820,107 (1) Table includes net sales for each of our brands whose net sales for the first two quarters of 2019 or fiscal 2018 represent 3% or more of our total net sales for those periods, and for “all other brands” in the aggregate. Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice net sales attributable to the brand. (2) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016, including French’s ® seasoning mixes, which we discontinued during the third quarter of 2018 following the expiration of a licensing agreement. Does not include net sales for Mrs. Dash and our other legacy spices & seasonings brands. (3) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (4) See Note 3, “Acquisitions and Divestitures.” |
Guarantor and Non-Guarantor F_2
Guarantor and Non-Guarantor Financial Information (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Guarantor and Non-Guarantor Financial Information | |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet As of June 29, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 16,643 $ 3,268 $ — $ 19,911 Trade accounts receivable, net — 128,326 8,167 — 136,493 Inventories, net — 347,213 57,541 — 404,754 Prepaid expenses and other current assets — 21,726 4,497 — 26,223 Income tax receivable — 9,512 544 — 10,056 Total current assets — 523,420 74,017 — 597,437 Property, plant and equipment, net — 261,137 44,185 — 305,322 Operating lease right-of-use assets — 41,974 85 — 42,059 Goodwill — 597,827 — — 597,827 Other intangibles, net — 1,622,477 — — 1,622,477 Other assets — 1,070 13 — 1,083 Deferred income taxes — — 5,562 — 5,562 Investments in subsidiaries 2,717,514 98,611 — (2,816,125) — Total assets $ 2,717,514 $ 3,146,516 $ 123,862 $ (2,816,125) $ 3,171,767 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 101,888 $ 11,648 $ — $ 113,536 Accrued expenses — 40,051 3,189 — 43,240 Operating lease liabilities, current portion — 9,871 44 — 9,915 Income tax payable — 1,330 (920) — 410 Dividends payable 31,053 — — — 31,053 Intercompany payables — (11,235) 11,235 — — Total current liabilities 31,053 141,905 25,196 — 198,154 Long-term debt 1,818,101 (15,475) — — 1,802,626 Deferred income taxes — 243,754 — — 243,754 Long-term operating lease liabilities, net of current portion — 35,367 54 — 35,421 Other liabilities — 23,452 — — 23,452 Total liabilities 1,849,154 429,003 25,250 — 2,303,407 Stockholders' Equity: Preferred stock — — — — — Common stock 654 — — — 654 Additional paid-in capital 46,284 1,898,316 68,253 (1,966,569) 46,284 Accumulated other comprehensive loss (20,176) (20,176) (8,276) 28,452 (20,176) Retained earnings 841,598 839,373 38,635 (878,008) 841,598 Total stockholders’ equity 868,360 2,717,513 98,612 (2,816,125) 868,360 Total liabilities and stockholders’ equity $ 2,717,514 $ 3,146,516 $ 123,862 $ (2,816,125) $ 3,171,767 Condensed Consolidating Balance Sheet As of December 29, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ — $ 9,871 $ 1,777 $ — $ 11,648 Trade accounts receivable, net — 140,464 11,243 — 151,707 Inventories, net — 332,774 68,581 — 401,355 Prepaid expenses and other current assets — 15,995 3,993 — 19,988 Income tax receivable — — 1,398 — 1,398 Total current assets — 499,104 86,992 — 586,096 Property, plant and equipment, net — 238,128 44,425 — 282,553 Goodwill — 584,435 — — 584,435 Other intangibles, net — 1,595,569 — — 1,595,569 Other assets — 1,193 13 — 1,206 Deferred income taxes — — 4,940 — 4,940 Investments in subsidiaries 2,584,598 93,069 — (2,677,667) — Total assets $ 2,584,598 $ 3,011,498 $ 136,370 $ (2,677,667) $ 3,054,799 Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable $ — $ 115,946 $ 24,054 $ — $ 140,000 Accrued expenses — 53,386 2,274 — 55,660 Income tax payable — 31,247 377 — 31,624 Dividends payable 31,178 — — — 31,178 Intercompany payables — (16,581) 16,581 — — Total current liabilities 31,178 183,998 43,286 — 258,462 Long-term debt 1,653,371 (17,490) — — 1,635,881 Deferred income taxes — 235,902 — — 235,902 Other liabilities — 24,490 15 — 24,505 Total liabilities 1,684,549 426,900 43,301 — 2,154,750 Stockholders' Equity: Preferred stock — — — — — Common stock 656 — — — 656 Additional paid-in capital 116,339 1,803,769 68,253 (1,872,022) 116,339 Accumulated other comprehensive loss (23,502) (23,502) (11,279) 34,781 (23,502) Retained earnings 806,556 804,331 36,095 (840,426) 806,556 Total stockholders’ equity 900,049 2,584,598 93,069 (2,677,667) 900,049 Total liabilities and stockholders’ equity $ 2,584,598 $ 3,011,498 $ 136,370 $ (2,677,667) $ 3,054,799 |
Condensed Consolidating Statement of Operations and Comprehensive Income | Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended June 29, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 363,329 $ 46,591 $ (38,723) $ 371,197 Cost of goods sold — 273,706 44,347 (38,723) 279,330 Gross profit — 89,623 2,244 — 91,867 Operating expenses: Selling, general and administrative expenses — 34,887 4,969 — 39,856 Amortization expense — 4,601 — — 4,601 Operating income (loss) — 50,135 (2,725) — 47,410 Other income and expenses: Interest expense, net — 23,179 — — 23,179 Other income — (525) — — (525) Income (loss) before income tax expense — 27,481 (2,725) — 24,756 Income tax expense — 5,712 793 — 6,505 Equity in earnings (loss) of subsidiaries 18,251 (3,518) — (14,733) — Net income (loss) $ 18,251 $ 18,251 $ (3,518) $ (14,733) $ 18,251 Comprehensive income (loss) $ 19,957 $ 18,088 $ (1,975) $ (16,113) $ 19,957 Condensed Consolidating Statement of Operations and Comprehensive Income Twenty-six Weeks Ended June 29, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 753,496 $ 101,616 $ (71,181) $ 783,931 Cost of goods sold — 580,006 95,160 (71,181) 603,985 Gross profit — 173,490 6,456 — 179,946 Operating expenses: Selling, general and administrative expenses — 74,942 3,211 — 78,153 Amortization expense — 9,092 — — 9,092 Operating income — 89,456 3,245 — 92,701 Other income and expenses: Interest expense, net — 46,253 — — 46,253 Other income — (783) — — (783) Income before income tax expense — 43,986 3,245 — 47,231 Income tax expense — 11,484 705 — 12,189 Equity in earnings (loss) of subsidiaries 35,042 2,540 — (37,582) — Net income (loss) $ 35,042 $ 35,042 $ 2,540 $ (37,582) $ 35,042 Comprehensive income (loss) $ 38,368 $ 34,717 $ 5,541 $ (40,258) $ 38,368 Condensed Consolidating Statement of Operations and Comprehensive Income Thirteen Weeks Ended June 30, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 372,442 $ 40,911 $ (24,975) $ 388,378 Cost of goods sold — 294,431 37,749 (24,975) 307,205 Gross profit — 78,011 3,162 — 81,173 Operating expenses: Selling, general and administrative expenses — 35,902 1,370 — 37,272 Amortization expense — 4,609 — — 4,609 Operating income — 37,500 1,792 — 39,292 Other income and expenses: Interest expense, net — 27,607 — — 27,607 Loss on extinguishment of debt — 546 — — 546 Other expense — 388 — — 388 Income before income tax expense (benefit) — 8,959 1,792 — 10,751 Income tax expense (benefit) — 3,595 (820) — 2,775 Equity in earnings (loss) of subsidiaries 7,976 2,612 — (10,588) — Net income (loss) $ 7,976 $ 7,976 $ 2,612 $ (10,588) $ 7,976 Comprehensive income (loss) $ 2,455 $ 7,838 $ (3,047) $ (4,791) $ 2,455 Condensed Consolidating Statement of Operations and Comprehensive Income Twenty-six Weeks Ended June 30, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 780,290 $ 93,226 $ (53,409) $ 820,107 Cost of goods sold — 605,656 83,331 (53,409) 635,578 Gross profit — 174,634 9,895 — 184,529 Operating expenses: Selling, general and administrative expenses — 75,041 4,799 — 79,840 Amortization expense — 9,218 — — 9,218 Operating income — 90,375 5,096 — 95,471 Other income and expenses: Interest expense, net — 55,913 — — 55,913 Loss on extinguishment of debt — 3,324 — — 3,324 Other income — (1,666) — — (1,666) Income before income tax expense — 32,804 5,096 — 37,900 Income tax expense — 9,093 284 — 9,377 Equity in earnings (loss) of subsidiaries 28,523 4,812 — (33,335) — Net income (loss) $ 28,523 $ 28,523 $ 4,812 $ (33,335) $ 28,523 Comprehensive income (loss) $ 26,245 $ 28,274 $ 2,285 $ (30,559) $ 26,245 |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Twenty-six Weeks Ended June 29, 2019 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 8,526 $ 8,320 $ — $ 16,846 Cash flows from investing activities: Capital expenditures — (16,530) (1,618) — (18,148) Payments for acquisition of businesses, net of cash acquired — (82,430) — — (82,430) Net cash used in investing activities — (98,960) (1,618) — (100,578) Cash flows from financing activities: Repayments of borrowings under revolving credit facility (95,000) — — — (95,000) Borrowings under revolving credit facility 260,000 — — — 260,000 Dividends paid (62,194) — — — (62,194) Payments for the repurchase of common stock, net (10,000) — — — (10,000) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (905) — — (905) Intercompany transactions (92,806) 98,111 (5,305) — — Net cash provided by (used in) financing activities — 97,206 (5,305) — 91,901 Effect of exchange rate fluctuations on cash and cash equivalents — — 94 94 Net increase in cash and cash equivalents — 6,772 1,491 — 8,263 Cash and cash equivalents at beginning of period — 9,871 1,777 — 11,648 Cash and cash equivalents at end of period $ — $ 16,643 $ 3,268 $ — $ 19,911 Condensed Consolidating Statement of Cash Flows Twenty-six Weeks Ended June 30, 2018 (In thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 89,706 $ 15,098 $ — $ 104,804 Cash flows from investing activities: Capital expenditures — (15,229) (1,979) — (17,208) Net cash used in investing activities — (15,229) (1,979) — (17,208) Cash flows from financing activities: Repayments of long-term debt (150,000) — — — (150,000) Dividends paid (61,888) — — — (61,888) Payments for the repurchase of common stock, net (18,529) — — — (18,529) Payments of tax withholding on behalf of employees for net share settlement of share-based compensation — (1,832) — — (1,832) Intercompany transactions 230,417 (218,633) (11,784) — — Net cash used in financing activities — (220,465) (11,784) — (232,249) Effect of exchange rate fluctuations on cash and cash equivalents — — 987 — 987 Net (decrease) increase in cash and cash equivalents — (145,988) 2,322 — (143,666) Cash and cash equivalents at beginning of period — 204,815 1,691 — 206,506 Cash and cash equivalents at end of period $ — $ 58,827 $ 4,013 $ — $ 62,840 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Fiscal Year and Business and Credit Concentrations (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 29, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | |
Fiscal Year | |||
Number of weeks in each fiscal quarter | 91 days | 91 days | |
Number of weeks in fiscal period | 364 days | 364 days | |
Minimum | |||
Fiscal Year | |||
Number of years between 53 week fiscal years | 5 years | ||
Maximum | |||
Fiscal Year | |||
Number of weeks in fiscal period | 371 days | ||
Number of weeks in fourth fiscal quarter | 98 days | ||
Number of years between 53 week fiscal years | 6 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - ASU Share-based payments to employees (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Jan. 01, 2019 |
Newly Adopted Accounting Standards | ||
Operating lease right-of-use assets | $ 42,059 | $ 39,600 |
Total present value of future operating lease payments | 45,336 | 42,600 |
ASU 2016-02 | ||
Newly Adopted Accounting Standards | ||
Operating lease right-of-use assets | $ 39,600 | |
Total present value of future operating lease payments | $ 42,600 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details) - USD ($) $ in Thousands | May 15, 2019 | Jun. 29, 2019 | Dec. 29, 2018 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 597,827 | $ 584,435 | |
Clabber Girl Corporation | |||
Acquisitions and divestitures | |||
Cash paid | $ 84,600 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Cash and cash equivalents | 2,202 | ||
Trade accounts receivable, net | 5,627 | ||
Inventory | 11,305 | ||
Prepaid expenses and other current assets | 154 | ||
Income tax receivable | 7 | ||
Property, plant and equipment | 20,697 | ||
Operating lease right-of-use assets | 6,488 | ||
Trademarks - unamortizable intangible assets | 18,500 | ||
Customer relationship intangibles-amortizable intangible assets | 17,500 | ||
Trade accounts payable | (3,007) | ||
Accrued expenses | (1,315) | ||
Operating lease liabilities, current portion | (863) | ||
Long-term operating lease liabilities, net of current portion | (6,055) | ||
Goodwill | 13,392 | ||
Total | $ 84,632 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - McCann's (Details) - USD ($) $ in Thousands | Jul. 16, 2018 | Jun. 29, 2019 | Dec. 29, 2018 |
Preliminary Allocation: | |||
Goodwill | $ 597,827 | $ 584,435 | |
McCann's brand of premium Irish oatmeal | |||
Purchase Price: | |||
Cash paid | $ 30,800 | ||
Preliminary Allocation: | |||
Property, plant and equipment | 12 | ||
Inventory | 973 | ||
Accrued expenses | (292) | ||
Goodwill | 3,294 | ||
Total | 30,787 | ||
McCann's brand of premium Irish oatmeal | Customer relationship | |||
Preliminary Allocation: | |||
Customer relationship intangibles-amortizable intangible assets | 2,000 | ||
McCann's brand of premium Irish oatmeal | Trademarks | |||
Preliminary Allocation: | |||
Trademarks - unamortizable intangible assets | $ 24,800 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Pirate (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 17, 2018 | Jun. 29, 2019 | Dec. 29, 2018 |
Acquisitions and divestitures | ||||
Net deferred tax liabilities | $ 243,754 | $ 235,902 | ||
Pirate Brands | ||||
Acquisitions and divestitures | ||||
Cash received | $ 420,002 | |||
Net deferred tax liabilities | 107,300 | |||
Assets sold: | ||||
Inventory | (6,688) | |||
Property, plant and equipment | (404) | |||
Goodwill | (70,952) | |||
Other | (77) | |||
Total assets sold | (239,328) | |||
Expenses | (4,288) | |||
Gain on sale of assets | 176,386 | |||
Special bonus | ||||
Period of ownership | 5 years | |||
Pirate Brands | Executive officers and certain members of senior management | ||||
Special bonus | ||||
Special bonus amount | $ 6,000 | |||
Pirate Brands | Trademarks | ||||
Assets sold: | ||||
Intangible assets | (152,800) | |||
Pirate Brands | Customer relationship | Trademarks | ||||
Assets sold: | ||||
Intangible assets | $ (8,408) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 29, 2018 |
Inventories | ||
Raw materials and packaging | $ 78,460 | $ 61,905 |
Work-in-process | 33,833 | 95,282 |
Finished goods | 292,461 | 244,168 |
Inventories | $ 404,754 | $ 401,355 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | May 15, 2019 | Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | Dec. 29, 2018 |
Goodwill and Other Intangible Assets | ||||||
Amortization expense | $ 4,601 | $ 4,609 | $ 9,092 | $ 9,218 | ||
Amortizable Intangible Assets | ||||||
Gross Carrying Amount | 372,690 | 372,690 | $ 355,190 | |||
Accumulated Amortization | 124,413 | 124,413 | 115,321 | |||
Net Carrying Amount | 248,277 | 248,277 | 239,869 | |||
Unamortizable Intangible Assets | ||||||
Goodwill | 597,827 | 597,827 | 584,435 | |||
Future amortization expense | ||||||
Remainder of fiscal 2019 | 9,400 | 9,400 | ||||
2020 | 18,800 | 18,800 | ||||
2021 | 18,800 | 18,800 | ||||
2022 | 18,800 | 18,800 | ||||
2023 | 18,700 | 18,700 | ||||
2024 | 18,700 | 18,700 | ||||
Clabber Girl Corporation | ||||||
Amortizable Intangible Assets | ||||||
Increase in goodwill | $ 13,400 | |||||
Unamortizable Intangible Assets | ||||||
Goodwill | 13,392 | |||||
Trademarks | ||||||
Unamortizable Intangible Assets | ||||||
Unamortizable intangible assets excluding goodwill | 1,374,200 | 1,374,200 | 1,355,700 | |||
Trademarks | ||||||
Amortizable Intangible Assets | ||||||
Gross Carrying Amount | 19,600 | 19,600 | 19,600 | |||
Accumulated Amortization | 3,916 | 3,916 | 3,369 | |||
Net Carrying Amount | 15,684 | 15,684 | 16,231 | |||
Trademarks | Clabber Girl Corporation | ||||||
Amortizable Intangible Assets | ||||||
Increase in intangible assets | 18,500 | |||||
Customer relationship | ||||||
Amortizable Intangible Assets | ||||||
Gross Carrying Amount | 353,090 | 353,090 | 335,590 | |||
Accumulated Amortization | 120,497 | 120,497 | 111,952 | |||
Net Carrying Amount | $ 232,593 | $ 232,593 | $ 223,638 | |||
Customer relationship | Clabber Girl Corporation | ||||||
Amortizable Intangible Assets | ||||||
Increase in intangible assets | $ 17,500 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 29, 2018 | Nov. 20, 2017 | Apr. 03, 2017 | Jun. 04, 2013 |
Information related to long-term debt | |||||
Outstanding principal | $ 1,815,000 | ||||
Unamortized deferred financing costs | (15,475) | $ (17,490) | |||
Unamortized premium | 3,101 | 3,371 | |||
Total long-term debt, net of unamortized financing costs and discount/premium | 1,802,626 | 1,635,881 | |||
Revolving credit loans | |||||
Information related to long-term debt | |||||
Outstanding principal | 215,000 | 50,000 | |||
4.625% Senior notes due 2021 | |||||
Information related to long-term debt | |||||
Outstanding principal | $ 700,000 | $ 700,000 | |||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | ||
5.25% Senior Notes due 2025 | |||||
Information related to long-term debt | |||||
Outstanding principal | $ 900,000 | $ 900,000 | |||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% |
Long-Term Debt, Activity (Detai
Long-Term Debt, Activity (Details) $ in Thousands | Oct. 19, 2018USD ($) | Oct. 18, 2018USD ($) | Nov. 20, 2017USD ($) | Mar. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 29, 2019USD ($)item | Jun. 30, 2018USD ($) | Dec. 29, 2018USD ($) | Nov. 19, 2017USD ($) | Apr. 03, 2017USD ($) | Jun. 04, 2013USD ($) |
Information related to senior notes | ||||||||||||
Outstanding principal | $ 1,815,000 | |||||||||||
Long-term debt | 1,802,626 | $ 1,635,881 | ||||||||||
Repayments of long-term debt | $ 150,000 | |||||||||||
Loss on extinguishment of debt | $ 546 | 3,324 | ||||||||||
Accrued Interest | ||||||||||||
Accrued interest | 14,800 | 15,600 | ||||||||||
Extinguishment of Debt | ||||||||||||
Write-off of deferred debt financing costs | 400 | |||||||||||
Write-off of unamortized discount | 100 | |||||||||||
Tranche B Term Loans due 2022 | ||||||||||||
Information related to senior notes | ||||||||||||
Outstanding principal | $ 650,100 | $ 640,100 | $ 0 | |||||||||
Increase in principal of debt | $ 10,000 | |||||||||||
Repayments of long-term debt | $ 147,900 | $ 352,200 | 25,000 | $ 125,000 | ||||||||
Loss on extinguishment of debt | $ 500 | 3,300 | 13,100 | |||||||||
Extinguishment of Debt | ||||||||||||
Write-off of deferred debt financing costs | 2,800 | |||||||||||
Write-off of unamortized discount | $ 500 | |||||||||||
Tranche B Term Loans due 2022 | LIBOR | ||||||||||||
Information related to senior notes | ||||||||||||
Percentage reduction in spread from refinancing | 0.25% | 0.75% | ||||||||||
Interest rate added to variable base rate (as a percent) | 2.00% | |||||||||||
Tranche B Term Loans due 2022 | Base rate | ||||||||||||
Information related to senior notes | ||||||||||||
Interest rate added to variable base rate (as a percent) | 1.00% | |||||||||||
Revolving credit loans | ||||||||||||
Information related to senior notes | ||||||||||||
Outstanding principal | $ 215,000 | 50,000 | ||||||||||
Maximum capacity available | $ 700,000 | $ 500,000 | ||||||||||
Outstanding letters of credit | 1,600 | |||||||||||
Available borrowing capacity | $ 483,400 | |||||||||||
Commitment fees (as a percent) | 0.50% | |||||||||||
Number of quarters consolidated leverage ratio to be maintained | item | 4 | |||||||||||
Number of quarters consolidated interest coverage ratio to be maintained | item | 4 | |||||||||||
Revolving credit loans | Minimum | ||||||||||||
Information related to senior notes | ||||||||||||
Consolidated leverage ratio | 1 | |||||||||||
Consolidated interest leverage ratio | 1 | |||||||||||
Revolving credit loans | Maximum | ||||||||||||
Information related to senior notes | ||||||||||||
Consolidated leverage ratio | 7 | |||||||||||
Consolidated interest leverage ratio | 1.75 | |||||||||||
Revolving credit loans | LIBOR | Minimum | ||||||||||||
Information related to senior notes | ||||||||||||
Interest rate added to variable base rate (as a percent) | 1.25% | |||||||||||
Revolving credit loans | LIBOR | Maximum | ||||||||||||
Information related to senior notes | ||||||||||||
Interest rate added to variable base rate (as a percent) | 1.75% | |||||||||||
Revolving credit loans | Base rate | Minimum | ||||||||||||
Information related to senior notes | ||||||||||||
Interest rate added to variable base rate (as a percent) | 0.25% | |||||||||||
Revolving credit loans | Base rate | Maximum | ||||||||||||
Information related to senior notes | ||||||||||||
Interest rate added to variable base rate (as a percent) | 0.75% | |||||||||||
Letters of credit facility | ||||||||||||
Information related to senior notes | ||||||||||||
Maximum capacity available | $ 50,000 | |||||||||||
Fronting fee (as a percent) | 0.25% | |||||||||||
Incremental term loan | Minimum | ||||||||||||
Information related to senior notes | ||||||||||||
Senior secured leverage ratio | 1 | |||||||||||
Incremental term loan | Maximum | ||||||||||||
Information related to senior notes | ||||||||||||
Senior secured leverage ratio | 4 | |||||||||||
4.625% Senior notes due 2021 | ||||||||||||
Information related to senior notes | ||||||||||||
Outstanding principal | $ 700,000 | $ 700,000 | ||||||||||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | |||||||||
Principal amount of notes | $ 700,000 | |||||||||||
Debt issuance price (as a percent) | 100.00% | |||||||||||
4.625% Senior notes due 2021 | Redemption period beginning June 1, 2016 | ||||||||||||
Information related to senior notes | ||||||||||||
Redemption price (as a percent) | 103.469% | |||||||||||
4.625% Senior notes due 2021 | Redemption period on or after June 1, 2019 | ||||||||||||
Information related to senior notes | ||||||||||||
Redemption price (as a percent) | 100.00% | |||||||||||
5.25% Senior Notes due 2025 | ||||||||||||
Information related to senior notes | ||||||||||||
Outstanding principal | $ 900,000 | $ 900,000 | ||||||||||
Principal amount of debt repurchased | $ 500,000 | |||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | ||||||||
Interest rate at period end (as a percent) | 5.03% | |||||||||||
Principal amount of notes | $ 400,000 | $ 500,000 | ||||||||||
Debt issuance price (as a percent) | 101.00% | 100.00% | ||||||||||
5.25% Senior Notes due 2025 | Redemption period beginning April 1, 2020 | ||||||||||||
Information related to senior notes | ||||||||||||
Redemption price (as a percent) | 103.9375% | |||||||||||
5.25% Senior Notes due 2025 | Redemption period on or after April 1, 2023 | ||||||||||||
Information related to senior notes | ||||||||||||
Redemption price (as a percent) | 100.00% |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) $ in Thousands | Jun. 29, 2019USD ($) |
Aggregate contractual maturities of long-term debt | |
2021 | $ 700,000 |
2022 | 215,000 |
Thereafter | 900,000 |
Outstanding principal | $ 1,815,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Dec. 29, 2018 | |
Financial assets and liabilities at fair value | |||
Term loans and senior notes, carrying value | $ 1,802,626 | $ 1,635,881 | |
Changes in level 3 | |||
Level 3 activity | $ 0 | $ 0 | |
4.625% Senior notes due 2021 | |||
Financial assets and liabilities at fair value | |||
Interest rate (as a percent) | 4.625% | 4.625% | |
5.25% Senior Notes due 2025 | |||
Financial assets and liabilities at fair value | |||
Interest rate (as a percent) | 5.25% | 5.25% | |
Face amount of senior notes | $ 900,000 | $ 900,000 | |
Carrying Value | |||
Financial assets and liabilities at fair value | |||
Long-term Line of Credit | 215,000 | 50,000 | |
Carrying Value | 4.625% Senior notes due 2021 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, carrying value | 700,000 | 700,000 | |
Carrying Value | 5.25% Senior Notes due 2025 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, carrying value | 903,101 | 903,371 | |
Fair value measured on recurring basis | Fair Value | Level 2 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, fair value | 215,000 | 50,000 | |
Fair value measured on recurring basis | Fair Value | 4.625% Senior notes due 2021 | Level 2 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, fair value | 698,250 | 684,250 | |
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2025 | Level 2 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, fair value | $ 907,617 | $ 837,877 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 29, 2019 | Mar. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Reclassification from AOCL | ||||||
Income tax expense | $ 6,505 | $ 2,775 | $ 12,189 | $ 9,377 | ||
Net income | (18,251) | $ (16,791) | (7,976) | $ (20,547) | (35,042) | (28,523) |
Defined Benefit Pension Plan Items | Amount Reclassified from AOCL | ||||||
Reclassification from AOCL | ||||||
Total before tax | 215 | 184 | 430 | 332 | ||
Income tax expense | (52) | (46) | (105) | (83) | ||
Net income | 163 | 138 | 325 | 249 | ||
Amortization of unrecognized prior service cost | Amount Reclassified from AOCL | ||||||
Reclassification from AOCL | ||||||
Total before tax | 1 | 1 | ||||
Amortization of unrecognized loss | Amount Reclassified from AOCL | ||||||
Reclassification from AOCL | ||||||
Total before tax | $ 215 | $ 183 | $ 430 | $ 331 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | $ 877,119 | $ 872,648 | $ 900,049 | $ 880,819 |
Net current period other comprehensive income | 1,706 | (5,521) | 3,326 | (2,278) |
Ending balance | 868,360 | 827,014 | 868,360 | 827,014 |
Defined Benefit Pension Plan Items | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | (12,224) | |||
Amounts reclassified from AOCL | 325 | |||
Net current period other comprehensive income | 325 | |||
Ending balance | (11,899) | (11,899) | ||
Foreign Currency Translation Adjustments | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | (11,278) | |||
Other comprehensive income before reclassifications | 3,001 | |||
Net current period other comprehensive income | 3,001 | |||
Ending balance | (8,277) | (8,277) | ||
Accumulated Other Comprehensive Loss | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | (21,882) | (17,513) | (23,502) | (20,756) |
Other comprehensive income before reclassifications | 3,001 | |||
Amounts reclassified from AOCL | 325 | |||
Net current period other comprehensive income | 3,326 | |||
Ending balance | $ (20,176) | $ (23,034) | $ (20,176) | $ (23,034) |
Stock Repurchases Program (Deta
Stock Repurchases Program (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Mar. 30, 2019 | Mar. 13, 2018 | |
Stock repurchase program | |||||
Value of stock authorized for repurchase | $ 50 | ||||
Stock repurchased and retired (in shares) | 407,022 | 1,397,148 | |||
Average price per share (in dollars per share) | $ 24.55 | $ 26.41 | |||
Stock repurchased and retired (in dollars) | $ 10 | $ 36.9 | |||
Available for future repurchases (in dollars) | $ 50 | ||||
Stock repurchased (in shares) | 0 | ||||
Maximum | |||||
Stock repurchase program | |||||
Value of stock authorized for repurchase | $ 50 |
Pension Benefits - Net Periodic
Pension Benefits - Net Periodic Pension Cost, AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Components of net periodic pension cost | ||||
Service cost-benefits earned during the period | $ 1,734 | $ 1,909 | $ 3,671 | $ 3,894 |
Interest cost on projected benefit obligation | 1,431 | 1,267 | 2,873 | 2,529 |
Expected return on plan assets | (1,913) | (2,008) | (3,827) | (4,009) |
Amortization of unrecognized prior service cost | 1 | 1 | ||
Amortization of unrecognized loss | 215 | 183 | 430 | 331 |
Net periodic pension cost | $ 1,467 | $ 1,352 | $ 3,147 | 2,746 |
Employer contributions | $ 1,100 |
Pension Benefits - Multi-Employ
Pension Benefits - Multi-Employer Defined Benefit Pension Plan (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 29, 2019 | Dec. 29, 2018 | |
Multi-Employer Defined Benefit Pension Plan | ||
Contribution to the multi-employer plan | $ 0.5 | $ 0.5 |
Maximum contribution to multi-employer plan (as a percent) | 5.00% | |
Maximum | ||
Multi-Employer Defined Benefit Pension Plan | ||
Surcharges paid | $ 0.1 | |
Surcharges expected to be paid | $ 0.3 | |
Plan | Minimum | ||
Multi-Employer Defined Benefit Pension Plan | ||
Maximum contribution to multi-employer plan (as a percent) | 5.00% |
Leases (Details)
Leases (Details) | 6 Months Ended |
Jun. 29, 2019 | |
Lessee, Lease, Description [Line Items] | |
option to terminate | true |
operating lease existence of option To terminate | true |
Lessee, Operating Lease, Terminate Term | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
remaining lease term | 7 years |
operating lease renewal term | 5 years |
Leases - Operating Leases on Ba
Leases - Operating Leases on Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 42,059 | $ 39,600 |
Operating lease liabilities, current portion | 9,915 | |
Long-term operating lease liabilities, net of current portion | 35,421 | |
Total operating lease liabilities | $ 45,336 | $ 42,600 |
Leases - Supplemental informati
Leases - Supplemental information related to leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 2,795 | $ 5,497 | ||
Cost of goods sold | 769 | 1,437 | ||
Selling, general and administrative expenses | 1,970 | 3,940 | ||
Total lease costs | 2,739 | 5,377 | ||
Rent expense | $ 4,000 | $ 7,200 | ||
Rent Expense before ASU 2016-02 | $ 3,200 | $ 6,500 |
Leases - Lease term and discoun
Leases - Lease term and discount rate for our ROU (Details) | Jun. 29, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 5 years 9 months 18 days |
Weighted average discount rate | 4.07% |
Leases - Maturity of lease liab
Leases - Maturity of lease liabilities (Topic 842) (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2019 | $ 5,873 | |
2020 | 10,797 | |
2021 | 10,087 | |
2022 | 5,622 | |
2023 | 5,608 | |
Thereafter | 13,519 | |
Total undiscounted future minimum lease payments | 51,506 | |
Less: Imputed interest | (6,170) | |
Total present value of future operating lease payments | $ 45,336 | $ 42,600 |
Leases - Maturity of lease li_2
Leases - Maturity of lease liabilities (Topic 840) (Details) $ in Thousands | Dec. 29, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 12,298 |
2020 | 10,953 |
2021 | 8,991 |
2022 | 4,733 |
2023 | 4,784 |
Thereafter | 8,445 |
Total undiscounted future minimum lease payments | $ 50,204 |
Commitments and Contingencies -
Commitments and Contingencies - Collective Bargaining (Details) | 6 Months Ended |
Jun. 29, 2019employeeagreement | |
Information related to Collective Bargaining Agreements | |
Number of employee | 2,856 |
Covered under collective bargaining agreements | |
Information related to Collective Bargaining Agreements | |
Number of employee | 1,740 |
Percentage of total employees covered under collective bargaining agreements | 60.90% |
Number of collective bargaining agreements expiring within one year | agreement | 4 |
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Brooklyn Facility [Member] | |
Information related to Collective Bargaining Agreements | |
Number of employee | 60 |
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Roseland Facility [Member] | |
Information related to Collective Bargaining Agreements | |
Number of employee | 50 |
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Ankey Facility Member | |
Information related to Collective Bargaining Agreements | |
Number of employee | 275 |
Covered under collective bargaining agreements | Collective Bargaining Agreement Covering Terre Haute Facility Member | |
Information related to Collective Bargaining Agreements | |
Number of employee | 100 |
Collective bargaining agreements expiring with next 12 months | |
Information related to Collective Bargaining Agreements | |
Collective bargaining agreements expiration period | 12 months |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Earnings per Share | ||||
Antidilutive securities excluded from computation of loss per share | 1,076,206 | 1,225,416 | ||
Weighted average shares outstanding: | ||||
Basic (in shares) | 65,341,356 | 66,307,190 | 65,463,964 | 66,412,421 |
Net effect of potentially dilutive share-based compensation awards (in shares) | 49,159 | 46,449 | 39,871 | 122,121 |
Diluted (in shares) | 65,390,515 | 66,353,639 | 65,503,835 | 66,534,542 |
Business and Credit Concentra_2
Business and Credit Concentrations and Geographic Information (Details) - customer | 6 Months Ended | 12 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | Dec. 29, 2018 | |
Net sales | Consolidated net sales | Top ten customers | |||
Business and Credit Concentrations | |||
Number of top customers | 10 | 10 | |
Percentage of concentration risk | 55.00% | 56.00% | |
Net sales | Consolidated net sales | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 25.80% | 24.80% | |
Accounts receivable | Consolidated net sales | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 28.00% | ||
Accounts receivable | Trade accounts receivables | Top ten customers | |||
Business and Credit Concentrations | |||
Number of top customers | 10 | 10 | |
Percentage of concentration risk | 57.70% | 54.80% | |
Accounts receivable | Trade accounts receivables | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 24.90% | ||
Foreign | Net sales | Consolidated net sales | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 7.60% | 6.90% |
Share Based Payments - Stock Op
Share Based Payments - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
Weighted Average Contractual Life Remaining (Years) | ||
Weighted Average Contractual Life Remaining (Years) | 6 years 11 months 4 days | |
Exercisable, Weighted Average Contractual Life Remaining (Years) | 6 years 3 months 18 days | |
Assumptions: | ||
Weighted average grant date fair value (in dollars per share) | $ 3.74 | |
Stock Option | ||
Options | ||
Outstanding at beginning of fiscal period (in shares) | 1,194,105 | |
Granted (in shares) | 40,938 | |
Forfeited (in shares) | (116,223) | |
Cancelled (in shares) | (1,676) | |
Outstanding at end of quarter (in shares) | 1,117,144 | |
Exercisable at end of quarter (in shares) | 818,483 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of fiscal period (in dollar per share) | $ 31.40 | |
Granted (in dollars per share) | 22.68 | |
Forfeited (in dollars per share) | 30.23 | |
Cancelled (in dollars per share) | 29.10 | |
Outstanding at end of quarter (in dollar per share) | 31.20 | |
Exercisable at end of quarter ( in dollars per share) | $ 31.94 | |
Aggregate Intrinsic Value | ||
Outstanding at end of quarter, Aggregate Intrinsic Value | $ 83 | |
Assumptions: | ||
Weighted average grant date fair value (in dollars per share) | $ 2.44 | |
Expected volatility (as a percent) | 31.27% | |
Expected term | 5 years 6 months | |
Risk-free interest rate (as a percent) | 1.86% | |
Dividend yield (as a percent) | 8.38% | |
Stock Option | Minimum | ||
Assumptions: | ||
Expected volatility (as a percent) | 30.60% | |
Expected term | 5 years 6 months | |
Risk-free interest rate (as a percent) | 2.60% | |
Dividend yield (as a percent) | 6.70% | |
Stock Option | Maximum | ||
Assumptions: | ||
Expected volatility (as a percent) | 31.70% | |
Expected term | 6 years 6 months | |
Risk-free interest rate (as a percent) | 2.80% | |
Dividend yield (as a percent) | 8.10% |
Share Based Payments - Share-ba
Share Based Payments - Share-based payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Compensation expense | ||||
Total compensation expense for share-based payments | $ 1,384 | $ 1,759 | $ 1,964 | $ 2,597 |
Performance shares | ||||
Compensation expense | ||||
Unrecognized compensation expense | 2,900 | $ 2,900 | ||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 6 months | |||
Stock Option | ||||
Compensation expense | ||||
Unrecognized compensation expense | 900 | $ 900 | ||
Period over which unrecognized compensation expense is expected to be recognized | 1 year 3 months 18 days | |||
Additional pre-tax share based compensation expense | $ 700 | |||
Stock Option | Board Members [Member] | ||||
Compensation expense | ||||
Vested options, extended post-retirement exercise period | 48,727 | |||
Stock Option | Retired Executives [Member] | ||||
Compensation expense | ||||
Vested options, extended post-retirement exercise period | 517,785 | |||
Cost of Goods Sold | ||||
Compensation expense | ||||
Total compensation expense for share-based payments | 157 | 495 | $ 330 | 764 |
Selling, General and Administrative Expenses | ||||
Compensation expense | ||||
Total compensation expense for share-based payments | $ 1,227 | $ 1,264 | $ 1,634 | $ 1,833 |
Share Based Payments - Performa
Share Based Payments - Performance (Details) - Performance shares - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
Number of Shares | ||
Balance at the beginning of the period (in shares) | 509,317 | |
Granted (in shares) | 382,574 | |
Vested (in shares) | (102,893) | (150,255) |
Forfeited (in shares) | (124,229) | |
Balance at the end of the period (in shares) | 664,769 | |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 27.30 | |
Granted (in dollars per share) | 18.88 | |
Vested (in dollars per share) | 29.04 | |
Forfeited (in dollars per share) | 26.35 | |
Balance at the end of the period (in dollars per share) | $ 22.38 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage of target number of shares that may be earned | 200.00% |
Share Based Payments - Other Ve
Share Based Payments - Other Vested (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Share based compensation expense related to long-term incentive plans | ||||
Total shares of common stock issued | 77,907 | 33,920 | 143,835 | 127,996 |
Board Members [Member] | ||||
Share based compensation expense related to long-term incentive plans | ||||
Total shares of common stock issued | 45,848 | 33,920 | 45,848 | 35,039 |
Performance shares | ||||
Share based compensation expense related to long-term incentive plans | ||||
Number of performance shares vested | 102,893 | 150,255 | ||
Shares withheld to fund statutory minimum tax withholding | (36,965) | (57,298) | ||
Total shares of common stock issued | 65,928 | 92,957 | ||
Restricted Stock [Member] | Employee | ||||
Share based compensation expense related to long-term incentive plans | ||||
Total shares of common stock issued | 32,059 | 32,059 |
Share-Based Payments, ASU 2016-
Share-Based Payments, ASU 2016-09 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Share-Based Payments | ||||
Income tax expense (benefit) | $ 6,505 | $ 2,775 | $ 12,189 | $ 9,377 |
Workforce Reduction (Details)
Workforce Reduction (Details) $ in Millions | 6 Months Ended |
Jun. 29, 2019USD ($)item | |
Restructuring Cost and Reserve [Line Items] | |
Severance and related charges | $ 1.9 |
Severance and related charges, expected additional charges | 0.5 |
Severance additional charges | 1.3 |
Severance Costs | 1.1 |
Employee severance and other employee costs | $ 1.9 |
Number of employees retirement agreements | item | 2 |
Reduced employee expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax annual effect on future earnings | $ 2.4 |
Net Sales by Brand (Details)
Net Sales by Brand (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Brand | ||||
Net sales | $ 371,197 | $ 388,378 | $ 783,931 | $ 820,107 |
Specific brand sale to total sale (as a percent) | 3.00% | |||
Green Giant - frozen | ||||
Brand | ||||
Net sales | 87,657 | 84,182 | $ 188,520 | 179,071 |
Spices and Seasonings | ||||
Brand | ||||
Net sales | 61,012 | 63,670 | 124,238 | 126,430 |
Ortega | ||||
Brand | ||||
Net sales | 34,048 | 34,068 | 71,300 | 71,922 |
Green Giant - shelf stable | ||||
Brand | ||||
Net sales | 18,310 | 13,446 | 44,749 | 39,129 |
Pirate Brands | ||||
Brand | ||||
Net sales | 25,206 | 46,202 | ||
Back To Nature | ||||
Brand | ||||
Net sales | 16,003 | 17,622 | 32,665 | 37,662 |
Maple Grove Farms of Vermont | ||||
Brand | ||||
Net sales | 17,778 | 17,078 | 35,675 | 34,043 |
Cream of Wheat | ||||
Brand | ||||
Net sales | 11,678 | 11,777 | 29,088 | 30,201 |
Mrs. Dash | ||||
Brand | ||||
Net sales | 14,427 | 14,513 | 29,635 | 31,249 |
All other brands | ||||
Brand | ||||
Net sales | $ 110,284 | $ 106,816 | $ 228,061 | $ 224,198 |
Guarantor and Non-Guarantor F_3
Guarantor and Non-Guarantor Financial Information (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Mar. 30, 2019 | Jan. 01, 2019 | Dec. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Nov. 20, 2017 | Apr. 03, 2017 | Jun. 04, 2013 |
Current assets: | ||||||||||
Cash and cash equivalents | $ 19,911 | $ 11,648 | ||||||||
Trade accounts receivable, net | 136,493 | 151,707 | ||||||||
Inventories, net | 404,754 | 401,355 | ||||||||
Prepaid expenses and other current assets | 26,223 | 19,988 | ||||||||
Income tax receivable | 10,056 | 1,398 | ||||||||
Total current assets | 597,437 | 586,096 | ||||||||
Property, plant and equipment, net | 305,322 | 282,553 | ||||||||
Operating lease right-of-use assets | 42,059 | $ 39,600 | ||||||||
Goodwill | 597,827 | 584,435 | ||||||||
Other intangibles, net | 1,622,477 | 1,595,569 | ||||||||
Other assets | 1,083 | 1,206 | ||||||||
Deferred income taxes | 5,562 | 4,940 | ||||||||
Total assets | 3,171,767 | 3,054,799 | ||||||||
Current liabilities: | ||||||||||
Trade accounts payable | 113,536 | 140,000 | ||||||||
Accrued expenses | 43,240 | 55,660 | ||||||||
Operating lease liabilities, current portion | 9,915 | |||||||||
Income tax payable | 410 | 31,624 | ||||||||
Dividends payable | 31,053 | 31,178 | ||||||||
Total current liabilities | 198,154 | 258,462 | ||||||||
Long-term debt | 1,802,626 | 1,635,881 | ||||||||
Net deferred tax liabilities | 243,754 | 235,902 | ||||||||
Long-term operating lease liabilities, net of current portion | 35,421 | |||||||||
Other liabilities | 23,452 | 24,505 | ||||||||
Total liabilities | 2,303,407 | 2,154,750 | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Common Stock | 654 | 656 | ||||||||
Additional paid-in capital | 46,284 | 116,339 | ||||||||
Accumulated other comprehensive loss | (20,176) | (23,502) | ||||||||
Retained earnings | 841,598 | 806,556 | ||||||||
Total stockholders' equity | 868,360 | $ 877,119 | 900,049 | $ 827,014 | $ 872,648 | $ 880,819 | ||||
Total liabilities and stockholders' equity | $ 3,171,767 | $ 3,054,799 | ||||||||
4.625% Senior notes due 2021 | ||||||||||
Interest rate (as a percent) | 4.625% | 4.625% | 4.625% | |||||||
5.25% Senior Notes due 2025 | ||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | ||||||
Reportable Legal Entities | Parent | ||||||||||
Current assets: | ||||||||||
Investments in subsidiaries | $ 2,717,514 | $ 2,584,598 | ||||||||
Total assets | 2,717,514 | 2,584,598 | ||||||||
Current liabilities: | ||||||||||
Dividends payable | 31,053 | 31,178 | ||||||||
Total current liabilities | 31,053 | 31,178 | ||||||||
Long-term debt | 1,818,101 | 1,653,371 | ||||||||
Total liabilities | 1,849,154 | 1,684,549 | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Common Stock | 654 | 656 | ||||||||
Additional paid-in capital | 46,284 | 116,339 | ||||||||
Accumulated other comprehensive loss | (20,176) | (23,502) | ||||||||
Retained earnings | 841,598 | 806,556 | ||||||||
Total stockholders' equity | 868,360 | 900,049 | ||||||||
Total liabilities and stockholders' equity | 2,717,514 | 2,584,598 | ||||||||
Reportable Legal Entities | Guarantor Subsidiaries | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 16,643 | 9,871 | ||||||||
Trade accounts receivable, net | 128,326 | 140,464 | ||||||||
Inventories, net | 347,213 | 332,774 | ||||||||
Prepaid expenses and other current assets | 21,726 | 15,995 | ||||||||
Income tax receivable | 9,512 | |||||||||
Total current assets | 523,420 | 499,104 | ||||||||
Property, plant and equipment, net | 261,137 | 238,128 | ||||||||
Operating lease right-of-use assets | 41,974 | |||||||||
Goodwill | 597,827 | 584,435 | ||||||||
Other intangibles, net | 1,622,477 | 1,595,569 | ||||||||
Other assets | 1,070 | 1,193 | ||||||||
Investments in subsidiaries | 98,611 | 93,069 | ||||||||
Total assets | 3,146,516 | 3,011,498 | ||||||||
Current liabilities: | ||||||||||
Trade accounts payable | 101,888 | 115,946 | ||||||||
Accrued expenses | 40,051 | 53,386 | ||||||||
Operating lease liabilities, current portion | 9,871 | |||||||||
Income tax payable | 1,330 | 31,247 | ||||||||
Intercompany payables | (11,235) | (16,581) | ||||||||
Total current liabilities | 141,905 | 183,998 | ||||||||
Long-term debt | (15,475) | (17,490) | ||||||||
Net deferred tax liabilities | 243,754 | 235,902 | ||||||||
Long-term operating lease liabilities, net of current portion | 35,367 | |||||||||
Other liabilities | 23,452 | 24,490 | ||||||||
Total liabilities | 429,003 | 426,900 | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Additional paid-in capital | 1,898,316 | 1,803,769 | ||||||||
Accumulated other comprehensive loss | (20,176) | (23,502) | ||||||||
Retained earnings | 839,373 | 804,331 | ||||||||
Total stockholders' equity | 2,717,513 | 2,584,598 | ||||||||
Total liabilities and stockholders' equity | 3,146,516 | 3,011,498 | ||||||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 3,268 | 1,777 | ||||||||
Trade accounts receivable, net | 8,167 | 11,243 | ||||||||
Inventories, net | 57,541 | 68,581 | ||||||||
Prepaid expenses and other current assets | 4,497 | 3,993 | ||||||||
Income tax receivable | 544 | 1,398 | ||||||||
Total current assets | 74,017 | 86,992 | ||||||||
Property, plant and equipment, net | 44,185 | 44,425 | ||||||||
Operating lease right-of-use assets | 85 | |||||||||
Other assets | 13 | 13 | ||||||||
Deferred income taxes | 5,562 | 4,940 | ||||||||
Total assets | 123,862 | 136,370 | ||||||||
Current liabilities: | ||||||||||
Trade accounts payable | 11,648 | 24,054 | ||||||||
Accrued expenses | 3,189 | 2,274 | ||||||||
Operating lease liabilities, current portion | 44 | |||||||||
Income tax payable | (920) | 377 | ||||||||
Intercompany payables | 11,235 | 16,581 | ||||||||
Total current liabilities | 25,196 | 43,286 | ||||||||
Long-term operating lease liabilities, net of current portion | 54 | |||||||||
Other liabilities | 15 | |||||||||
Total liabilities | 25,250 | 43,301 | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Additional paid-in capital | 68,253 | 68,253 | ||||||||
Accumulated other comprehensive loss | (8,276) | (11,279) | ||||||||
Retained earnings | 38,635 | 36,095 | ||||||||
Total stockholders' equity | 98,612 | 93,069 | ||||||||
Total liabilities and stockholders' equity | 123,862 | 136,370 | ||||||||
Eliminations | ||||||||||
Current assets: | ||||||||||
Investments in subsidiaries | (2,816,125) | (2,677,667) | ||||||||
Total assets | (2,816,125) | (2,677,667) | ||||||||
Stockholders' equity: | ||||||||||
Preferred stock | ||||||||||
Additional paid-in capital | (1,966,569) | (1,872,022) | ||||||||
Accumulated other comprehensive loss | 28,452 | 34,781 | ||||||||
Retained earnings | (878,008) | (840,426) | ||||||||
Total stockholders' equity | (2,816,125) | (2,677,667) | ||||||||
Total liabilities and stockholders' equity | $ (2,816,125) | $ (2,677,667) |
Guarantor and Non-Guarantor F_4
Guarantor and Non-Guarantor Financial Information - Operating Income and Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 29, 2019 | Mar. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Net sales | $ 371,197 | $ 388,378 | $ 783,931 | $ 820,107 | ||
Cost of goods sold | 279,330 | 307,205 | 603,985 | 635,578 | ||
Gross profit | 91,867 | 81,173 | 179,946 | 184,529 | ||
Operating expenses: | ||||||
Selling, general and administrative expenses | 39,856 | 37,272 | 78,153 | 79,840 | ||
Amortization expense | 4,601 | 4,609 | 9,092 | 9,218 | ||
Operating income | 47,410 | 39,292 | 92,701 | 95,471 | ||
Other income and expenses: | ||||||
Interest expense, net | 23,179 | 27,607 | 46,253 | 55,913 | ||
Loss on extinguishment of debt | 546 | 3,324 | ||||
Other expense (income) | (525) | 388 | (783) | (1,666) | ||
Income before income tax expense | 24,756 | 10,751 | 47,231 | 37,900 | ||
Income tax expense | 6,505 | 2,775 | 12,189 | 9,377 | ||
Net income | 18,251 | $ 16,791 | 7,976 | $ 20,547 | 35,042 | 28,523 |
Comprehensive income (loss) | 19,957 | 2,455 | 38,368 | 26,245 | ||
Eliminations | ||||||
Net sales | (38,723) | (24,975) | (71,181) | (53,409) | ||
Cost of goods sold | (38,723) | (24,975) | (71,181) | (53,409) | ||
Other income and expenses: | ||||||
Equity in earnings of subsidiaries | (14,733) | (10,588) | (37,582) | (33,335) | ||
Net income | (14,733) | (10,588) | (37,582) | (33,335) | ||
Comprehensive income (loss) | (16,113) | (4,791) | (40,258) | (30,559) | ||
Parent | Reportable Legal Entities | ||||||
Other income and expenses: | ||||||
Equity in earnings of subsidiaries | 18,251 | 7,976 | 35,042 | 28,523 | ||
Net income | 18,251 | 7,976 | 35,042 | 28,523 | ||
Comprehensive income (loss) | 19,957 | 2,455 | 38,368 | 26,245 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Net sales | 363,329 | 372,442 | 753,496 | 780,290 | ||
Cost of goods sold | 273,706 | 294,431 | 580,006 | 605,656 | ||
Gross profit | 89,623 | 78,011 | 173,490 | 174,634 | ||
Operating expenses: | ||||||
Selling, general and administrative expenses | 34,887 | 35,902 | 74,942 | 75,041 | ||
Amortization expense | 4,601 | 4,609 | 9,092 | 9,218 | ||
Operating income | 50,135 | 37,500 | 89,456 | 90,375 | ||
Other income and expenses: | ||||||
Interest expense, net | 23,179 | 27,607 | 46,253 | 55,913 | ||
Loss on extinguishment of debt | 546 | 3,324 | ||||
Other expense (income) | (525) | 388 | (783) | (1,666) | ||
Income before income tax expense | 27,481 | 8,959 | 43,986 | 32,804 | ||
Income tax expense | 5,712 | 3,595 | 11,484 | 9,093 | ||
Equity in earnings of subsidiaries | (3,518) | 2,612 | 2,540 | 4,812 | ||
Net income | 18,251 | 7,976 | 35,042 | 28,523 | ||
Comprehensive income (loss) | 18,088 | 7,838 | 34,717 | 28,274 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Net sales | 46,591 | 40,911 | 101,616 | 93,226 | ||
Cost of goods sold | 44,347 | 37,749 | 95,160 | 83,331 | ||
Gross profit | 2,244 | 3,162 | 6,456 | 9,895 | ||
Operating expenses: | ||||||
Selling, general and administrative expenses | 4,969 | 1,370 | 3,211 | 4,799 | ||
Operating income | (2,725) | 1,792 | 3,245 | 5,096 | ||
Other income and expenses: | ||||||
Income before income tax expense | (2,725) | 1,792 | 3,245 | 5,096 | ||
Income tax expense | 793 | (820) | 705 | 284 | ||
Net income | (3,518) | 2,612 | 2,540 | 4,812 | ||
Comprehensive income (loss) | $ (1,975) | $ (3,047) | $ 5,541 | $ 2,285 |
Guarantor and Non-Guarantor F_5
Guarantor and Non-Guarantor Financial Information - Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | $ 16,846 | $ 104,804 |
Cash flows from investing activities: | ||
Capital expenditures | (18,148) | (17,208) |
Payments for acquisition of businesses, net of cash acquired | (82,430) | |
Net cash used in investing activities | (100,578) | (17,208) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (150,000) | |
Repayments of borrowings under revolving credit facility | (95,000) | |
Borrowings under revolving credit facility | 260,000 | |
Dividends paid | (62,194) | (61,888) |
Payments for repurchase of common stock, net | (10,000) | (18,529) |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | (1,832) |
Net cash provided by (used in) financing activities | 91,901 | (232,249) |
Effect of exchange rate fluctuations on cash and cash equivalents | 94 | 987 |
Net decrease in cash and cash equivalents | 8,263 | (143,666) |
Cash and cash equivalents at beginning of period | 11,648 | 206,506 |
Cash and cash equivalents at end of period | 19,911 | 62,840 |
Parent | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Repayments of long-term debt | (150,000) | |
Repayments of borrowings under revolving credit facility | (95,000) | |
Borrowings under revolving credit facility | 260,000 | |
Dividends paid | (62,194) | (61,888) |
Payments for repurchase of common stock, net | (10,000) | (18,529) |
Intercompany transactions | (92,806) | 230,417 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 8,526 | 89,706 |
Cash flows from investing activities: | ||
Capital expenditures | (16,530) | (15,229) |
Payments for acquisition of businesses, net of cash acquired | (82,430) | |
Net cash used in investing activities | (98,960) | (15,229) |
Cash flows from financing activities: | ||
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (905) | (1,832) |
Intercompany transactions | 98,111 | (218,633) |
Net cash provided by (used in) financing activities | 97,206 | (220,465) |
Net decrease in cash and cash equivalents | 6,772 | (145,988) |
Cash and cash equivalents at beginning of period | 9,871 | 204,815 |
Cash and cash equivalents at end of period | 16,643 | 58,827 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 8,320 | 15,098 |
Cash flows from investing activities: | ||
Capital expenditures | (1,618) | (1,979) |
Net cash used in investing activities | (1,618) | (1,979) |
Cash flows from financing activities: | ||
Intercompany transactions | (5,305) | (11,784) |
Net cash provided by (used in) financing activities | (5,305) | (11,784) |
Effect of exchange rate fluctuations on cash and cash equivalents | 94 | 987 |
Net decrease in cash and cash equivalents | 1,491 | 2,322 |
Cash and cash equivalents at beginning of period | 1,777 | 1,691 |
Cash and cash equivalents at end of period | $ 3,268 | $ 4,013 |