Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 01, 2022 | Feb. 24, 2022 | Jul. 02, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jan. 1, 2022 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 68,521,651 | ||
Entity Central Index Key | 0001278027 | ||
Current Fiscal Year End Date | --01-01 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 1,464,106,112 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Short Hills, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 01, 2022 | Jan. 02, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 33,690 | $ 52,182 |
Trade accounts receivable, less allowance for doubtful accounts and discounts of $1,922 and $1,739 as of January 1, 2022 and January 2, 2021, respectively | 145,281 | 132,935 |
Inventories | 609,794 | 492,804 |
Assets held for sale | 3,256 | |
Prepaid expenses and other current assets | 38,151 | 43,619 |
Income tax receivable | 4,284 | 15,761 |
Total current assets | 834,456 | 737,301 |
Property, plant and equipment, net of accumulated depreciation of $364,182 and $314,359 as of January 1, 2022 and January 2, 2021, respectively | 341,471 | 371,854 |
Operating lease right-of-use assets | 65,166 | 32,216 |
Goodwill | 644,871 | 644,747 |
Other intangible assets, net | 1,927,119 | 1,971,326 |
Other assets | 6,916 | 5,948 |
Deferred income taxes | 8,546 | 4,178 |
Total assets | 3,828,545 | 3,767,570 |
Current liabilities: | ||
Trade accounts payable | 129,861 | 126,537 |
Accrued expenses | 66,901 | 77,460 |
Current portion of operating lease liabilities | 12,420 | 11,034 |
Income tax payable | 2,557 | 101 |
Dividends payable | 32,548 | 30,520 |
Total current liabilities | 244,287 | 245,652 |
Long-term debt | 2,267,759 | 2,334,086 |
Deferred income taxes | 310,641 | 293,121 |
Long-term operating lease liabilities, net of current portion | 55,607 | 23,959 |
Other liabilities | 29,997 | 38,875 |
Total liabilities | 2,908,291 | 2,935,693 |
Commitments and contingencies (Note 14) | ||
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; 68,521,651 and 64,252,859 shares issued and outstanding as of January 1, 2022 and January 2, 2021, respectively | 685 | 643 |
Additional paid-in capital | 3,547 | |
Accumulated other comprehensive loss | (18,169) | (35,594) |
Retained earnings | 934,191 | 866,828 |
Total stockholders' equity | 920,254 | 831,877 |
Total liabilities and stockholders' equity | $ 3,828,545 | $ 3,767,570 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 01, 2022 | Jan. 02, 2021 |
Consolidated Balance Sheets | ||
Trade accounts receivable, allowance for doubtful accounts and discounts (in dollars) | $ 1,997 | $ 1,739 |
Property, plant and equipment, accumulated depreciation (in dollars) | $ 364,182 | $ 314,359 |
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 | 68,521,651 | 64,252,859 |
Common stock, shares outstanding | 68,521,651 | 64,252,859 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Consolidated Statements of Operations | |||
Net sales | $ 2,056,264 | $ 1,967,909 | $ 1,660,414 |
Cost of goods sold | 1,619,298 | 1,486,169 | 1,277,290 |
Gross profit | 436,966 | 481,740 | 383,124 |
Operating expenses: | |||
Selling, general and administrative expenses | 196,172 | 186,191 | 160,745 |
Amortization expense | 21,627 | 19,111 | 18,543 |
Impairment of intangible assets | 23,088 | ||
Operating income | 196,079 | 276,438 | 203,836 |
Other income and expenses: | |||
Interest expense, net | 106,889 | 101,634 | 98,126 |
Loss on extinguishment of debt | 1,177 | ||
Other income | (4,464) | (2,558) | (1,159) |
Income before income tax expense | 93,654 | 177,362 | 105,692 |
Income tax expense | 26,291 | 45,374 | 29,303 |
Net income | $ 67,363 | $ 131,988 | $ 76,389 |
Weighted average shares outstanding: | |||
Basic | 65,087,624 | 64,162,682 | 65,013,406 |
Diluted | 65,746,626 | 64,556,511 | 65,038,779 |
Earnings per share: | |||
Basic | $ 1.03 | $ 2.06 | $ 1.17 |
Diluted | 1.02 | 2.04 | 1.17 |
Cash dividends declared per share | $ 1.90 | $ 1.90 | $ 1.90 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Consolidated Statements of Comprehensive Income | |||
Net income | $ 67,363 | $ 131,988 | $ 76,389 |
Other comprehensive income: | |||
Foreign currency translation adjustments | (862) | (830) | 4,145 |
Pension gain (loss), net of tax | 18,287 | (2,870) | (12,537) |
Other comprehensive income | 17,425 | (3,700) | (8,392) |
Comprehensive income | $ 84,788 | $ 128,288 | $ 67,997 |
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. 29, 2018 | $ 656 | $ 116,339 | $ (23,502) | $ 806,556 | $ 900,049 |
Balance (in shares) at Dec. 29, 2018 | 65,638,701 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 4,145 | 4,145 | |||
Change in pension benefit (net of of income taxes) | (12,537) | (12,537) | |||
Net income | 76,389 | 76,389 | |||
Share-based compensation | 3,027 | 3,027 | |||
Net issuance of common stock for share-based compensation | $ 1 | (906) | (905) | ||
Net issuance of common stock for share-based compensation (in shares) | 143,835 | ||||
Repurchase of common stock | $ (17) | (34,697) | (34,714) | ||
Dividends declared on common stock | (83,763) | (39,149) | (122,912) | ||
Ending balance at Dec. 28, 2019 | $ 640 | (31,894) | 843,796 | 812,542 | |
Balance (in shares) at Dec. 28, 2019 | 64,044,649 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (830) | (830) | |||
Change in pension benefit (net of of income taxes) | (2,870) | (2,870) | |||
Net income | 131,988 | 131,988 | |||
Share-based compensation | 10,669 | 10,669 | |||
Net issuance of common stock for share-based compensation | $ 2 | (1) | 1 | ||
Net issuance of common stock for share-based compensation (in shares) | 123,732 | ||||
Cancellation of restricted stock for tax withholding upon vesting | 69 | 69 | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | 3,813 | ||||
Stock options exercised | $ 1 | 2,418 | 2,419 | ||
Stock options exercised (in shares) | 88,291 | ||||
Dividends declared on common stock | (13,017) | (108,956) | (121,973) | ||
Ending balance at Jan. 02, 2021 | $ 643 | (35,594) | 866,828 | $ 831,877 | |
Balance (in shares) at Jan. 02, 2021 | 64,252,859 | 64,252,859 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (862) | $ (862) | |||
Change in pension benefit (net of of income taxes) | 18,287 | 18,287 | |||
Net income | 67,363 | 67,363 | |||
Share-based compensation | 5,397 | 5,397 | |||
Net issuance of common stock for share-based compensation | $ 1 | (1,087) | (1,086) | ||
Net issuance of common stock for share-based compensation (in shares) | 128,591 | ||||
Cancellation of restricted stock for tax withholding upon vesting | 622 | 622 | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (22,657) | ||||
Net issuance of common stock | $ 37 | 109,977 | 110,014 | ||
Net issuance of common stock (in shares) | 3,695,706 | ||||
Stock options exercised | $ 4 | 14,806 | 14,810 | ||
Stock options exercised (in shares) | 467,152 | ||||
Dividends declared on common stock | (124,924) | (124,924) | |||
Ending balance at Jan. 01, 2022 | $ 685 | $ 3,547 | $ (18,169) | $ 934,191 | $ 920,254 |
Balance (in shares) at Jan. 01, 2022 | 68,521,651 | 68,521,651 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Consolidated Statements of Changes in Stockholders' Equity | |||
Change in pension benefit, income taxes | $ 5,934 | $ 1,009 | $ 4,107 |
Dividends declared on common stock, per share (in dollars per share) | $ 1.90 | $ 1.90 | $ 1.90 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 67,363 | $ 131,988 | $ 76,389 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 82,888 | 63,701 | 58,734 |
Amortization of operating lease right-of-use assets | 13,972 | 11,959 | 11,396 |
Amortization of deferred debt financing costs and bond discount/premium | 4,606 | 4,691 | 3,511 |
Deferred income taxes | 7,269 | 42,613 | 20,415 |
Impairment of intangible assets | 23,088 | ||
Pension plan withdrawal | 13,907 | ||
Net loss/(gain) on sales and disposals of property, plant and equipment | 775 | (50) | 97 |
Loss on extinguishment of debt | 1,177 | ||
Share-based compensation expense | 5,383 | 10,618 | 2,594 |
Changes in assets and liabilities, net of effects of businesses acquired: | |||
Trade accounts receivable | (12,481) | 10,806 | 13,918 |
Inventories | (117,257) | 17,271 | (57,436) |
Prepaid expenses and other current assets | 5,160 | (17,964) | (4,629) |
Income tax receivable/payable | 13,684 | (7,110) | (38,686) |
Other assets | (1,514) | (151) | 143 |
Trade accounts payable | 10,494 | 4,928 | (26,879) |
Accrued expenses | (25,025) | 10,825 | (10,735) |
Other liabilities | 1,566 | (2,648) | (3,505) |
Net cash provided by operating activities | 93,878 | 281,477 | 46,504 |
Cash flows from investing activities: | |||
Capital expenditures | (43,581) | (26,748) | (42,355) |
Proceeds and deposits received from asset sales and assets held for sale | 500 | ||
Proceeds from sale of assets | 237 | 343 | 46 |
Payments for acquisition of businesses, net of cash acquired | (542,488) | (82,430) | |
Net cash used in investing activities | (42,844) | (568,893) | (124,739) |
Cash flows from financing activities: | |||
Repayments of long-term debt | (78,375) | (700,000) | |
Proceeds from issuance of long-term debt | 300,000 | 1,000,000 | |
Repayments of borrowings under revolving credit facility | (295,000) | (520,000) | (645,000) |
Borrowings under revolving credit facility | 225,000 | 755,000 | 595,000 |
Proceeds from issuance of common stock, net | 110,229 | ||
Dividends paid | (122,896) | (121,874) | (123,669) |
Payments for repurchase of common stock, net | (34,713) | ||
Proceeds from exercise of stock options | 14,810 | 2,419 | |
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (1,708) | (69) | (905) |
Payments of debt financing costs | (276) | (9,149) | (13,000) |
Net cash (used in) provided by financing activities | (69,841) | 327,952 | 77,713 |
Effect of exchange rate fluctuations on cash and cash equivalents | 315 | 331 | 189 |
Net (decrease) increase in cash and cash equivalents | (18,492) | 40,867 | (333) |
Cash and cash equivalents at beginning of period | 52,182 | 11,315 | 11,648 |
Cash and cash equivalents at end of period | 33,690 | 52,182 | 11,315 |
Supplemental disclosures of cash flow information: | |||
Cash interest payments | 102,491 | 97,449 | 87,982 |
Cash income tax payments | 5,654 | 9,812 | 47,506 |
Non-cash investing and financing transactions: | |||
Dividends declared and not yet paid | 32,548 | 30,520 | 30,421 |
Accruals related to purchases of property, plant and equipment | 2,117 | 8,857 | 3,251 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 46,376 | $ 1,475 | $ 903 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Jan. 01, 2022 | |
Nature of Operations | |
Nature of Operations | (1) Nature of Operation s Organization and Natu re 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, vegetable, canola and other cooking oils, vegetable shortening, cooking sprays, 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, Crisco Dash, Davis, Devonsheer Don Pepino Durkee Emeril’s Grandma’s Molasses Green Giant Joan of Arc Las Palmas Le Sueur MacDonald’s Mama Mary’s Maple Grove Farms of Vermont McCann’s Molly McButter New York Flatbreads New York Style Old London Ortega Polaner Red Devil Regina Rumford, Sa-són Sclafani Spice Islands Spring Tree Sugar Twin Tone’s Trappey’s TrueNorth Underwood Vermont Maid Victoria Weber Wright’s Static Guard . Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons/weather or certain other annual events. In general, our sales are higher in the first and fourth quarter. We purchase most of the produce used to make our frozen and shelf-stable canned vegetables, pickles, relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we generally purchase the majority of our maple syrup requirements during the months of April through August. Consequently, our liquidity needs are greatest during these periods. Fiscal Year Typically, our fiscal years and fiscal quarters consist of 52 and 13 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 other fiscal quarters. As a result, a 53rd week is added to our fiscal year every five or six years. Our fiscal year ending December 31, 2022 (fiscal 2022) contains, and our fiscal years ended January 1, 2022 (fiscal 2021) and December 28, 2019 (fiscal 2019) each contained, 52 weeks and each quarter of fiscal 2022 contains, and each quarter of fiscal 2021 and fiscal 2019 contained, 13 weeks. Our fiscal year ended January 2, 2021 (fiscal 2020) contained 53 weeks. Generally, when a 53rd week occurs, our fourth fiscal quarter contains 14 weeks. However, based upon a third quarter end date of October 3, 2020 (the Saturday closest to September 30) and a fourth quarter end date of January 2, 2021 (the Saturday closest to December 31), the third quarter of fiscal 2020 contained 14 weeks and the fourth quarter of 2020 contained 13 weeks. Business and Credit Concentrations 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 60.8%, 62.6% and 59.1% of consolidated net sales in fiscal 2021, 2020 and 2019, respectively. Our top ten customers accounted for approximately 59.8%, 62.5% and 62.3% of our consolidated trade accounts receivables as of the end of fiscal 2021, 2020 and 2019, respectively. Other than Walmart, which accounted for approximately 27.7%, 26.5% and 25.6% of our consolidated net sales in fiscal 2021, 2020 and 2019, respectively, no single customer accounted for more than 10.0% of consolidated net sales in fiscal 2021, 2020 or 2019. Other than Walmart, which accounted for approximately 28.9%, 32.6% and 29.1% of our consolidated trade accounts receivables as of the end of fiscal 2021, 2020 and 2019, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables as of the end of fiscal 2021, 2020 and 2019. As of January 1, 2022, 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 fiscal 2021, 2020 and 2019, our sales to foreign countries represented approximately 8.3%, 7.8% and 7.7%, respectively, of net sales. Our foreign sales are primarily to customers in Canada. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 01, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) (a) Basis of Presentation The consolidated financial statements include the accounts of B&G Foods, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. (b) Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States (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; 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 intangible assets. 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. (c) Subsequent Events We have evaluated subsequent events for disclosure through the date of issuance of the accompanying consolidated financial statements. (d) Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, all highly liquid instruments with maturities of three months or less when acquired are considered to be cash and cash equivalents. (e) 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 our management’s review of inventories on hand compared to estimated future usage and sales. (f) Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, 10 to 30 years for buildings and improvements, 5 to 12 years for machinery and equipment, and 2 to 5 years for office furniture and vehicles. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Expenditures for maintenance, repairs and minor replacements are charged to current operations. Expenditures for major replacements and betterments are capitalized. We capitalize interest on qualifying assets based on our effective interest rate. During fiscal 2021, 2020 and 2019, we capitalized $1.2 million, $0.7 million and $1.1 million, respectively. (g) Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets (trademarks) are tested for impairment at least annually and whenever events or circumstances occur indicating that goodwill or indefinite-lived intangible assets might be impaired. We perform the annual impairment tests as of the last day of each fiscal year. The annual goodwill impairment testing is performed by comparing our company’s market capitalization with our company’s carrying value, including goodwill. If the carrying value of our company exceeds our market capitalization, an impairment charge is recognized for the difference, not to exceed the amount of goodwill. We test our indefinite-lived intangible assets by comparing the fair value with the carrying value and recognize a loss for the difference. We estimate the fair value of our indefinite-lived intangible assets based on discounted cash flows that reflect certain third-party market value indicators. Calculating our fair value for these purposes requires significant estimates and assumptions by management. Customer relationships and finite-lived trademarks are presented at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives of 10 to 20 years. (h) Deferred Debt Financing Costs Deferred debt financing costs are capitalized and amortized over the term of the related debt agreements and are included as a reduction of long-term debt, except for the revolving credit facility, for which the deferred debt financing costs are included in other assets. Amortization of deferred debt financing costs for fiscal 2021, 2020 and 2019 was $4.6 million, $4.7 million and $3.5 million, respectively. (i) Long-Lived Assets Long-lived assets, such as property, plant and equipment, and intangible assets with estimated useful lives, are depreciated or amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Recoverability of assets held for sale is measured by a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to sell. Estimating future cash flows and calculating the fair value of assets requires significant estimates and assumptions by management. Assets to be disposed of are separately presented in the consolidated balance sheets and are no longer depreciated. (j) Accumulated Other Comprehensive Loss Accumulated other comprehensive loss includes foreign currency translation adjustments relating to assets and liabilities located in our foreign subsidiaries and changes in our pension benefits due to the initial adoption and ongoing application of the authoritative accounting literature relating to pensions, net of tax. (k) Revenue Recognition Revenues are recognized when our performance obligation is satisfied. Our primary performance obligation is satisfied when products are shipped. We report all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. Consideration from a vendor to a retailer is presumed to be a reduction to the selling prices of the vendor’s products and, therefore, is characterized as a reduction of sales when recognized in the vendor’s income statement. As a result, coupon incentives, slotting and promotional expenses are recorded as a reduction of sales. Additionally, certain payments to customers related to in-store display incentives, or marketing development funds, are also recorded as a reduction of sales. (l) Selling, General and Administrative Expenses We promote our products with advertising, consumer incentives and trade promotions. These programs include, but are not limited to, discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Consumer incentive and trade promotion activities are recorded as a reduction to revenues based on amounts estimated as being due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates. We expense our advertising costs either in the period the advertising first takes place or as incurred. Advertising expenses were approximately $7.2 million, $10.6 million and $7.8 million, for fiscal 2021, 2020 and 2019, respectively. (m) Pension Plans We maintain four company-sponsored defined benefit pension plans covering approximately 32.7% of our employees. Our funding policy is to contribute annually the amount recommended by our actuaries. From time to time, however, we voluntarily contribute greater amounts based on pension asset performance, tax considerations and other relevant factors. (n) Share-Based Compensation Expense We provide compensation benefits in the form of performance share long-term incentive awards (LTIAs), restricted stock, common stock and stock options to employees and non-employee directors. The cost of share-based compensation is recorded at fair value at the date of grant and expensed in our consolidated statements of operations over the requisite service period, if any. Performance share LTIAs granted to our executive officers and certain other members of senior management entitle each participant to earn shares of common stock upon the attainment of certain performance goals over the applicable performance period. The recognition of compensation expense for the performance share LTIAs is initially based on the probable outcome of the performance condition based on the fair value of the award on the date of grant and the anticipated number of shares to be awarded on a straight-line basis over the applicable performance period. The fair value of the awards on the date of grant is 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. Our company’s performance against the defined performance goals are re-evaluated on a quarterly basis throughout the applicable performance period and the recognition of compensation expense is adjusted for subsequent changes in the estimated or actual outcome. The cumulative effect of a change in the estimated number of shares of common stock to be issued in respect of performance share awards is recognized as an adjustment to earnings in the period of the revision. The fair value of stock option awards is estimated on the date of grant using the Black-Scholes option pricing model and is recognized in expense over the vesting period of the options using the straight-line method. The Black-Scholes option pricing model requires various assumptions, including the expected volatility of our stock, the expected term of the option, the risk-free interest rate and the expected dividend yield. Expected volatility is based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. All stock option grants have an exercise price equal to the fair market value of our common stock on the date of grant and have a 10-year term. Employee stock options cliff vest three years after the date of grant and non-employee director stock options vest one year after the date of grant. We recognize compensation expense for only that portion of share-based awards that are expected to vest. We utilize historical employee termination behavior to determine our estimated forfeiture rates. If the actual forfeitures differ from those estimated by management, adjustments to compensation expense will be made in future periods. (o) Income Tax Expense Estimates and Policies Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities of our company are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax expenses together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we include such charge in our tax provision, or reduce our tax benefits in our consolidated statements of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets. There are various factors that may cause these tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal and state income tax laws and regulations might be passed that could have a material effect on our results of operations. See Note 10, “Income Taxes,” for a discussion of the Tax Cuts and Jobs Act enacted in December 2017, which we refer to in this report as the “U.S. Tax Act,” as well as the Coronavirus Aid, Relief and Economic Security Act enacted in March 2020, which we refer to in this report as the “U.S. CARES Act.” We assess the impact of significant changes to the U.S. federal, state and international income tax laws and regulations on a regular basis and update the assumptions and estimates used to prepare our consolidated financial statements when new regulations and legislation are enacted. We recognize the benefit of an uncertain tax position that we have taken or expect to take on our income tax returns we file if it is “more likely than not” that such tax position will be sustained based on its technical merits. (p) Dividends Cash dividends, if any, are accrued as a liability on our consolidated balance sheets when declared and recorded as a decrease to additional paid-in capital, or as a decrease to retained earnings when additional paid-in capital has a zero balance. (q) 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 share LTIAs that may be earned as of the beginning of the period using the treasury stock method. The table below shows net income, weighted average common shares outstanding and earnings per share for fiscal 2021, 2020 and 2019, respectively (in thousands, except share and per share data): Fiscal Fiscal Fiscal 2021 2020 2019 (In thousands, except share and per share data) Net income $ 67,363 $ 131,988 $ 76,389 Weighted average common shares outstanding: Basic 65,087,624 64,162,682 65,013,406 Net effect of potentially dilutive share-based compensation awards (1) 659,002 393,829 25,373 Diluted 65,746,626 64,556,511 65,038,779 Earnings per share: Basic $ 1.03 $ 2.06 $ 1.17 Diluted $ 1.02 $ 2.04 $ 1.17 (1) For fiscal 2021, 2020 and 2019, outstanding stock options of 487,395 , 739,976 and 1,110,212 , respectively, were excluded from diluted earnings per share as their effect was antidilutive. (r) Accounting Standards Adopted in Fiscal 2021 In December 2019, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) that removes certain exceptions for recognizing deferred taxes for certain investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. This guidance became effective during the first quarter of 2021. The adoption of this ASU did not have a material impact to our consolidated financial statements or related disclosures. (s) Recently Issued Accounting Standards – Pending Adoption In October 2021, the FASB issued a new ASU which provides an exception to fair value measurement for revenue contracts acquired in business combinations. This ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2022. We currently expect to adopt the standard during fiscal 2023 for any business combinations that occur in fiscal 2023 or after. Currently, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. In March 2020, the FASB issued a new ASU which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates such as LIBOR. The update may be applied as of the beginning of the interim period that includes March 12, 2020 through December 31, 2022. We currently expect to adopt the standard during fiscal 2022. We are in the process of evaluating the impact of the adoption of this ASU. LIBOR is used to determine interest under our revolving credit facility and our tranche B term loans due 2026. Currently, however, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Jan. 01, 2022 | |
Acquisitions | |
Acquisitions | (3) Acquisitions On December 1, 2020, pursuant to an agreement entered into on October 26, 2020, we completed the acquisition of the Crisco Crisco Crisco Crisco On February 19, 2020, we acquired Farmwise LLC, maker of Farmwise Veggie Fries Farmwise Veggie Tots Farmwise Veggie Rings, Farmwise Farmwise Green Giant Farmwise 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. In addition to Clabber Girl Rumford Davis Hearth Club Royal Royal Clabber Girl We have accounted for each of these acquisitions using the acquisition method of accounting and, accordingly, have included the assets acquired, liabilities assumed and results of operations in our consolidated financial statements from the respective date of acquisition. The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. Indefinite-lived trademarks are deemed to have an indefinite useful life and are not amortized. Customer relationships and finite-lived trademarks acquired are amortized over 10 to 20 years. Goodwill and other intangible assets are deductible for income tax purposes. Inventory has been recorded at estimated selling price less costs of disposal and a reasonable selling profit and the property, plant and equipment and other intangible assets (including trademarks, customer relationships and other intangible assets) acquired have been recorded at fair value as determined by our management with the assistance of a third-party valuation specialist. See Note 6, “Goodwill and Other Intangible Assets.” Crisco Acquisition The following table sets forth the allocation of the Crisco Purchase Price Allocation (in thousands): December 1, 2020 Inventories $ 37,137 Prepaid expenses and other current assets 113 Property, plant and equipment, net 81,405 Operating lease right-of-use assets 1,597 Trademarks — indefinite-lived intangible assets 322,000 Customer relationships — finite-lived intangible assets 52,800 Current portion of operating lease liabilities (596) Long-term operating lease liabilities, net of current portion (1,001) Goodwill 45,806 Total purchase price (paid in cash) $ 539,261 Clabber Girl Acquisition The following table sets forth the allocation of the Clabber Girl Purchase Price Allocation (in thousands): May 15, 2019 Cash and cash equivalents $ 2,202 Trade accounts receivable, net 5,627 Inventories 10,641 Prepaid expenses and other current assets 154 Income tax receivable 7 Property, plant and equipment, net 20,697 Operating lease right-of-use assets 7,841 Trademarks — indefinite-lived intangible assets 19,600 Customer relationships — finite-lived intangible assets 18,500 Trade accounts payable (3,007) Accrued expenses (1,315) Current portion of operating lease liabilities (952) Long-term operating lease liabilities, net of current portion (7,319) Goodwill 11,956 Total purchase price (paid in cash) $ 84,632 Unaudited Pro Forma Summary of Operations The following pro forma summary of operations presents our operations as if the Crisco Crisco Fiscal 2020 Fiscal 2019 Net sales (1) $ 2,253,645 $ 1,906,402 Net income (1) $ 182,169 $ 105,433 Basic earnings per share (1) $ 2.84 $ 1.62 Diluted earnings per share (1) $ 2.82 $ 1.62 (1) The pro forma financial information presented above does not purport to be indicative of the results that actually would have been attained had the Crisco acquisition occurred as of the beginning of fiscal 2019, and is not intended to be a projection of future results. Neither the Farmwise Clabber Girl |
Inventories
Inventories | 12 Months Ended |
Jan. 01, 2022 | |
Inventories | |
Inventories | (4) Inventories Inventories consist of the following, as of the dates indicated (in thousands): January 1, 2022 January 2, 2021 Raw materials and packaging $ 94,799 $ 87,843 Work-in-process 145,102 95,207 Finished goods 369,893 309,754 Inventories $ 609,794 $ 492,804 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Jan. 01, 2022 | |
Property, Plant and Equipment, net. | |
Property, Plant and Equipment, net | (5) Property, plant and equipment, net, consists of the following as of the dates indicated (in thousands): January 1, 2022 January 2, 2021 Land and improvements $ 24,914 $ 25,015 Buildings and improvements 149,583 159,454 Machinery and equipment 410,504 393,583 Office furniture, vehicles and computer equipment 89,091 84,936 Construction-in-progress 31,561 23,225 Property, plant and equipment, cost 705,653 686,213 Less: accumulated depreciation (364,182) (314,359) Property, plant and equipment, net $ 341,471 $ 371,854 Depreciation expense was $61.3 million, $44.6 million and $40.2 million for fiscal 2021, 2020 and 2019, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jan. 01, 2022 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (6) 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): January 1, 2022 January 2, 2021 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 6,800 $ 3,929 $ 2,871 $ 20,100 $ 5,597 $ 14,503 Customer relationships 406,963 167,860 239,103 406,901 147,378 259,523 Total finite-lived intangible assets $ 413,763 $ 171,789 $ 241,974 $ 427,001 $ 152,975 $ 274,026 Indefinite-Lived Intangible Assets Goodwill $ 644,871 $ 644,747 Trademarks $ 1,685,145 $ 1,697,300 Amortization expense associated with finite-lived intangible assets was $21.6 million, $19.1 million and $18.5 million during fiscal 2021, 2020 and 2019, respectively, and is recorded in operating expenses. We expect to recognize $20.9 million of amortization expense in fiscal 2022, $20.8 million in fiscal 2023, $20.7 million in each of the fiscal years 2024 and 2025 We completed our annual impairment tests for fiscal 2020 and 2019 with no adjustments to the carrying values of goodwill and indefinite-lived intangible assets. However, our annual impairment tests for fiscal 2021 resulted in our company recording non-cash impairment charges to trademarks for the Static Guard SnackWell’s Molly McButter Farmwise Static Guard Molly McButter SnackWell’s Farmwise Farmwise Green Giant If operating results for the Static Guard Molly McButter goodwill and indefinite-lived intangible assets (trademarks), see Note 2(g), “Summary of Significant Accounting Policies— Goodwill and Other Intangible Assets |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jan. 01, 2022 | |
Long-Term Debt | |
Long-Term Debt | (7) Long-Term Debt Long-term debt consists of the following, as of the dates indicated (in thousands): January 1, 2022 January 2, 2021 Revolving credit loans due 2025: Outstanding principal $ 165,000 $ 235,000 Revolving credit loans, net (1) 165,000 235,000 Tranche B term loans due 2026: Outstanding principal 671,625 671,625 Unamortized deferred debt financing costs (5,133) (6,052) Unamortized discount (3,814) (4,507) Tranche B term loans due 2026, net 662,678 661,066 5.25% senior notes due 2025: Outstanding principal 900,000 900,000 Unamortized deferred debt financing costs (5,619) (7,348) Unamortized premium 1,753 2,292 5.25% senior notes due 2025, net 896,134 894,944 5.25% senior notes due 2027: Outstanding principal 550,000 550,000 Unamortized deferred debt financing costs (6,053) (6,924) 5.25% senior notes due 2027, net 543,947 543,076 Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 2,267,759 2,334,086 (1) Unamortized deferred debt financing costs related to our revolving credit facility were $3.7 million and $4.6 million as of January 1, 2022 and January 2, 2021, respectively. These amounts are included in other assets in the accompanying consolidated balance sheets. Senior Secured Credit Agreement. On December 16, 2020, we amended our amended and restated credit agreement, dated as of October 2, 2015, and previously amended on March 30, 2017, November 20, 2017 and October 10, 2019. Among other things, the amendment provides for a $300.0 million add-on tranche B term loan facility, which closed and funded on December 16, 2020. The add-on tranche B term loans were issued at a price equal to 99.00% of their face value. The add-on term loans have the same terms as, and are fungible with, $371.6 million of tranche B term loans. We used the net proceeds of the add-on term loans to repay a portion of the revolving credit facility borrowings used to finance the Crisco Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with our credit agreement, including a base rate per annum plus an applicable margin of 1.00%, and LIBOR plus an applicable margin of 2.50%. The December 2020 amendment also increased the revolver capacity from $700.0 million to $800.0 million and extended the maturity date of our revolving credit facility from November 21, 2022 to December 16, 2025. As of January 1, 2022, the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $4.9 million, was $630.1 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. The revolving credit facility matures on December 16, 2025. 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. 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. We may prepay 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. 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 (other than a domestic subsidiary that is a holding company for one or more foreign 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, determined on a pro forma basis, of our consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA (as defined in the credit agreement) before share-based compensation for such period) may not exceed 7.00 to 1.00. We are also required to maintain a consolidated interest coverage ratio (defined as the ratio, determined on a pro forma basis, of our adjusted EBITDA (before share-based compensation) for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of at least 1.75 to 1.00. As of January 1, 2022, 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. 5.25% Senior Notes due 2025. We used the net proceeds of the April 2017 offering to repay all of the then outstanding borrowings and amounts due under our revolving credit facility and tranche A term loans, to pay related fees and expenses and for general corporate purposes. 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, to pay related fees and expenses and for general corporate purposes. Interest on the 5.25% senior notes due 2025 is payable on April 1 and October 1 of each year, commencing October 1, 2017. The 5.25% senior notes due 2025 will mature on April 1, 2025, unless earlier retired or redeemed as described below. We may redeem some or all of the 5.25% senior notes due 2025 at a redemption price of 102.6250% beginning April 1, 2021, 101.3125% beginning April 1, 2022 and 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 due 2025 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 due 2025 through cash repurchases of the 5.25% senior notes due 2025 and/or exchanges of the 5.25% senior notes due 2025 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 due 2025 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 due 2025 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 due 2025 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 January 1, 2022, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes due 2025 . 5.25% Senior Notes due 2027. We used the proceeds of the offering, together with the proceeds of incremental term loans made during the fourth quarter of 2019, to redeem all of our outstanding 4.625% senior notes due 2021, repay a portion of our borrowings under our revolving credit facility, pay related fees and expenses and for general corporate purposes. Interest on the 5.25% senior notes due 2027 is payable on March 15 and September 15 of each year, commencing March 15, 2020. The 5.25% senior notes due 2027 will mature on September 15, 2027, unless earlier retired or redeemed as described below. We may redeem some or all of the 5.25% senior notes due 2027 at a redemption price of 103.938% beginning March 1, 2022 and thereafter at prices declining annually to 100% on or after March 1, 2025, in each case plus accrued and unpaid interest to the date of redemption. We may redeem up to 40% of the aggregate principal amount of the 5.25% senior notes due 2027 prior to March 1, 2022 with the net proceeds from certain equity offerings. We may also redeem some or all of the 5.25% senior notes due 2027 at any time prior to March 1, 2022 at a redemption price equal to the make-whole amount set forth in the tenth supplemental indenture. 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 due 2027 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 due 2027 through cash repurchases of the 5.25% senior notes due 2027 and/or exchanges of the 5.25% senior notes due 2027 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 due 2027 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 due 2027 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 due 2027 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 January 1, 2022, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes due 2027. Subsidiary Guarantees. Loss on Extinguishment of Debt. Contractual Maturities Aggregate Contractual Maturities Fiscal year: 2022 $ — 2023 — 2024 — 2025 1,065,000 2026 671,625 Thereafter 550,000 Total $ 2,286,625 Accrued Interest |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 01, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (8) 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 and senior notes as of January 1, 2022 and January 2, 2021 were as follows (in thousands): January 1, 2022 January 2, 2021 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ 165,000 $ 165,000 (1) $ 235,000 $ 235,000 Tranche B term loans due 2026 667,811 (2) 666,141 (3) 667,118 (2) 665,450 (3) 5.25% senior notes due 2025 901,753 (4) 920,915 (3) 902,292 (4) 931,616 (3) 5.25% senior notes due 2027 $ 550,000 $ 567,875 (3) $ 550,000 $ 580,250 (3) (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) The carrying value of the tranche B term loans includes a discount. At January 1, 2022 and January 2, 2021, the face amount of the tranche B term loans was $671.6 million. (3) Fair values are estimated based on quoted market prices. (4) The carrying value of the 5.25% senior notes due 2025 includes a premium. At January 1, 2022 and January 2, 2021, the face amount of the 5.25% senior notes due 2025 was $900.0 million. There was no Level 3 activity during fiscal 2021, 2020 or 2019. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Jan. 01, 2022 | |
Accumulated Other Comprehensive Loss. | |
Accumulated Other Comprehensive Loss | (9) Accumulated Other Comprehensive Loss The reclassifications from accumulated other comprehensive loss (AOCL) for fiscal 2021, 2020 and 2019 were as follows (in thousands): Amount Reclassified From AOCL Affected Line Item in the Statement Where Net Income Details about AOCL Components Fiscal 2021 Fiscal 2020 Fiscal 2019 (Loss) is Presented Defined benefit pension plan items Amortization of unrecognized loss 1,648 1,288 861 See (1) below Accumulated other comprehensive loss before tax 1,648 1,288 861 Total before tax Tax expense (403) (334) (211) Income tax expense Total reclassification $ 1,245 $ 954 $ 650 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 12, “Pension Benefits,” for additional information. Changes in AOCL for fiscal 2021, 2020 and 2019 were 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 (loss) income before reclassifications (13,187) 4,145 (9,042) Amounts reclassified from AOCL 650 — 650 Net current period other comprehensive (loss) income (12,537) 4,145 (8,392) Balance at December 28, 2019 (24,761) (7,133) (31,894) Other comprehensive loss before reclassifications (3,824) (830) (4,654) Amounts reclassified from AOCL 954 — 954 Net current period other comprehensive loss (2,870) (830) (3,700) Balance at January 2, 2021 (27,631) (7,963) (35,594) Other comprehensive income (loss) before reclassifications 17,042 (862) 16,180 Amounts reclassified from AOCL 1,245 — 1,245 Net current period other comprehensive income (loss) 18,287 (862) 17,425 Balance at January 1, 2022 $ (9,344) $ (8,825) $ (18,169) |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 01, 2022 | |
Income Taxes | |
Income Taxes | (10) Income Taxes The components of income before income tax expense consist of the following (in thousands): Fiscal 2021 Fiscal 2020 Fiscal 2019 U.S. $ 94,953 $ 160,214 $ 101,110 Foreign (1,299) 17,148 4,582 Total $ 93,654 $ 177,362 $ 105,692 Income tax expense consists of the following (in thousands): Fiscal 2021 Fiscal 2020 Fiscal 2019 Current: Federal $ 11,165 $ (2,763) $ 1,650 State 3,703 2,883 3,872 Foreign 4,154 2,641 3,366 Current income tax expense 19,022 2,761 8,888 Deferred: Federal 9,760 35,209 19,541 State 1,827 4,582 3,005 Foreign (4,318) 2,822 (2,131) Deferred income taxes 7,269 42,613 20,415 Income tax expense $ 26,291 $ 45,374 $ 29,303 Income tax expense differs from the expected income tax expense (computed by applying the U.S. federal income tax rate of 21% for fiscal 2021, 2020 and 2019, respectively, to income before income tax expense) as a result of the following: Fiscal 2021 Fiscal 2020 Fiscal 2019 Expected tax expense 21.0 % 21.0 % 21.0 % Increase (decrease): State income taxes, net of federal income tax benefit 5.1 3.2 5.2 Foreign income taxes 1.6 1.5 1.4 Permanent differences 0.3 1.3 0.3 Impact on deferred taxes from changes in state tax rates and prior year true-ups (0.4) 0.7 0.6 Impact of U.S. CARES Act — (1.4) — Tax credits (0.2) (0.6) (0.3) Other 0.7 (0.1) (0.5) Total 28.1 % 25.6 % 27.7 % In fiscal 2021, 2020 and 2019, changes in state apportionments, state filings or state tax laws impacted our deferred blended state rate, resulting in a deferred state tax benefit in fiscal 2021 of $0.4 million, a state tax expense in fiscal 2020 of $0.4 million and state tax expense in fiscal 2019 of $0.8 million. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): January 1, January 2, 2022 2021 Deferred tax assets: Accounts receivable, principally due to allowance $ 25 $ 25 Inventories, principally due to additional costs capitalized for tax purposes 4,225 2,830 Operating lease liabilities 16,688 8,006 Accrued expenses and other liabilities 14,285 13,065 Net operating losses and tax credit carryforwards 4,773 5,196 Interest expense deductions limitation 1,907 57 Unrealized losses 69 77 Gross deferred tax assets 41,972 29,256 Valuation allowances (2,528) (2,703) Deferred tax assets, net 39,444 26,553 Deferred tax liabilities: Property, plant and equipment (30,412) (34,935) Goodwill and other intangible assets (284,376) (261,512) Prepaid expenses and other assets (10,629) (11,589) Operating lease right-of-use assets (16,122) (7,460) Gross deferred tax liabilities (341,539) (315,496) Net deferred tax liabilities $ (302,095) $ (288,943) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income and reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, a valuation allowance of $2.5 million, $2.7 million and $1.7 million was recorded during fiscal 2021, 2020 and 2019, respectively, to record only the portion of the deferred tax asset that management believes is more likely than not that we will realize the benefits of these deductible differences. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during future periods are reduced. At January 1, 2022 and January 2, 2021, we had $0.5 million and $0.8 million, respectively, of reserves for uncertain tax positions, which decreased due to the expiration of certain statutes of limitations, partially offset by additional interest and penalties. Our policy is to classify interest and penalties resulting from income tax uncertainties as income tax expense. At January 1, 2022 we had intangible assets of $1,164.7 million for tax purposes, which are amortizable through 2035. We operate in multiple taxing jurisdictions within the United States, Canada and Mexico and from time to time face audits from various tax authorities regarding the deductibility of certain expenses, state income tax nexus, intercompany transactions, transfer pricing and other matters. At the end of fiscal 2021 we were undergoing an examination by the Commonwealth of Massachusetts of our 2018 and 2019 Massachusetts income tax returns, which examination was completed in January 2022 with a notice of no change. We remain subject to examination in all of our tax jurisdictions until the applicable statutes of limitations expire. Fiscal 2016 and subsequent years remain open to examination. As of January 1, 2022, a summary of the tax years that remain subject to examination in our major tax jurisdictions are: United States—Federal 2018 and forward United States—States 2017 and forward Canada 2017 and forward Mexico 2016 and forward U.S. Tax Act and U.S CARES Act Under FASB ASC Topic 740, Income Taxes, we are required to revalue any deferred tax assets or liabilities in the period of enactment of change in tax rates. Beginning on January 1, 2018, the U.S. Tax Act lowered the U.S. federal corporate income tax rate from 35% to 21% on our U.S. earnings from that date and beyond. The reduction in the corporate income tax rate from 35% to 21% was effective for our fiscal 2018 and subsequent years. Our consolidated effective tax rate was approximately 28.1%, 25.6% and 27.7% for fiscal 2021, 2020 and 2019, respectively. We also expect to realize a cash tax benefit for future bonus depreciation on certain business additions, which, together with the reduced income tax rate, we expect to reduce our cash income tax payments. The U.S. Tax Act also limits the deduction for net interest expense (including treatment of depreciation and other deductions in arriving at adjusted taxable income) incurred by a corporate taxpayer to 30% of the taxpayer’s adjusted taxable income. In fiscal 2019 this limitation resulted in an increase to our taxable income of $30.2 million and we accordingly established a deferred tax asset of $7.4 million without a valuation allowance. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act, which we refer to as the “U.S. CARES Act,” was signed into law. The U.S. CARES Act, among other things, includes provisions related to net operating loss carryback periods, modifications to the interest deduction limitation and technical corrections to tax depreciation for qualified improvement property. The U.S. CARES Act increased the adjusted taxable income limitation from 30% to 50% for business interest deductions for tax years beginning in 2019 and 2020 and the limitation reverts back to 30% beginning with fiscal 2021. This modification increased the allowable interest expense deduction and resulted in a net operating loss (NOL) for the year 2019. We were able to carryback the 2019 NOL, fully recognizing the $7.4 million deferred tax asset described above, and received a tax refund of $7.2 million in fiscal 2020. The NOL carryback to the 2014 and 2015 tax years generated a refund of previously paid income taxes at an approximate 35% federal tax rate. This resulted in a benefit related to tax rate differential of $2.6 million in fiscal 2020, $2.3 million of which was recorded as a discrete item in the first quarter of 2020. If our interest expense deduction becomes limited or if we are unable to fully utilize our interest expense deductions in future periods, our cash taxes will increase. We were not subject to an interest expense deduction limitation in fiscal 2020 but are subject to the limitation in fiscal 2021. In fiscal 2021 our interest expense exceeded 30% of our adjusted taxable income and this limitation resulted in an increase to our taxable income of $7.8 million, and we accordingly established a deferred tax asset of $1.9 million without a valuation allowance. Beginning with fiscal 2022, our adjusted taxable income as computed for purpose of the interest expense deduction limitation will be computed after any deduction allowable for depreciation and amortization. As a result, we expect our adjusted taxable income (used to compute the limitation) to further decrease and that we will be subject to the interest expense deduction limitation in fiscal 2022 and future years. There are various factors that may cause tax assumptions to change in the future, and we may have to record a valuation allowance against these deferred tax assets. The U.S. Treasury issued several regulations supplementing the U.S. Tax Act in 2018, including detailed guidance clarifying the calculation of the mandatory tax on previously unrepatriated earnings, application of the existing foreign tax credit rules to newly created categories and expanding details for application of the base erosion tax on affiliate payments. These regulations are to be applied retroactively and did not materially impact our 2021, 2020 or 2019 tax rates. |
Capital Stock
Capital Stock | 12 Months Ended |
Jan. 01, 2022 | |
Capital Stock | |
Capital Stock | (11) Capital Stock Voting Rights. Dividends. Additional Issuance of Our Authorized Common Stock and Preferred Stock. 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. At-The-Market Equity Offering Program During fiscal 2021, we sold 3,695,706 shares of our common stock under the ATM equity offering program. We generated $112.5 million in gross proceeds, or $30.44 per share, from the sales and paid commissions to the sales agents of approximately $2.2 million and incurred other fees and expenses of approximately $0.4 million. Future sales of shares, if any, under the ATM equity offering program will be made by means of transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including block trades and sales made in ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices. The timing and amount of any sales will be determined by a variety of factors considered by us. We used the net proceeds from shares sold under the ATM equity offering program during fiscal 2021 to repay revolving credit loans, to pay offering fees and expenses, and for general corporate purposes. We intend to use the net proceeds from any future sales of our common stock under the ATM offering for general corporate purposes, which could include, among other things, repayment, refinancing, redemption or repurchase of long-term debt or possible acquisitions. |
Pension Benefits
Pension Benefits | 12 Months Ended |
Jan. 01, 2022 | |
Pension Benefits | |
Pension Benefits | (12) Pension Benefits Company-Sponsored Defined Benefit Pension Plans. The following table sets forth our defined benefit pension plans’ benefit obligation, fair value of plan assets and funded status recognized in the consolidated balance sheets. We used January 1, 2022 and January 2, 2021 measurement dates for fiscal 2021 and 2020, respectively, to calculate end of year benefit obligations, fair value of plan assets and annual net periodic benefit cost (in thousands): January 1, January 2, 2022 2021 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 204,242 $ 175,364 Actuarial (gain) loss (1) (12,527) 19,306 Service cost 10,434 8,622 Interest cost 4,847 5,345 Benefits paid (5,134) (4,395) Projected benefit obligation at end of year 201,862 204,242 Change in plan assets: Fair value of plan assets at beginning of year 169,221 139,289 Actual return on plan assets 20,985 23,327 Employer contributions 2,500 11,000 Benefits paid (5,134) (4,395) Fair value of plan assets at end of year 187,572 169,221 Net amount recognized: Other assets 2,071 587 Other long-term liabilities (16,361) (35,608) Funded status at the end of the year (14,290) (35,021) Amount recognized in accumulated other comprehensive loss consists of: Actuarial loss (16,087) (40,308) Deferred taxes 6,743 12,677 Accumulated other comprehensive loss $ (9,344) $ (27,631) (1) Actuarial (gain) loss primarily reflects changes in discount rates. The accumulated benefit obligations of these plans were $189.5 million and $190.6 million at January 1, 2022 and January 2, 2021, respectively. The following information presents a summary of pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets (in thousands): January 1, January 2, 2022 2021 Accumulated benefit obligation $ 108,775 $ 184,278 Fair value of plan assets 104,757 162,267 Projected benefit obligation 121,117 197,875 Fair value of plan assets $ 104,757 $ 162,267 The assumptions used in the measurement of our benefit obligation as of January 1, 2022 and January 2, 2021 are shown in the following table: January 1, January 2, 2022 2021 Discount rate 2.62 - 2.78 % 2.23 - 2.46 % Rate of compensation increase 3.00 % 3.00 % Expected long-term rate of return 7.00 % 6.50 % The discount rate used to determine year-end fiscal 2021 and fiscal 2020 pension benefit obligations was derived by matching the plans’ expected future cash flows to the corresponding yields from the FTSE Pension Discount Curve (formerly known as the Citigroup Pension Discount Curve). This yield curve has been constructed to represent the available yields on high-quality fixed-income investments across a broad range of future maturities. The overall expected long-term rate of return on plan assets assumption is based upon a building-block method, whereby the expected rate of return on each asset class is broken down into the following components: (1) inflation; (2) the real risk-free rate of return (i.e., the long-term estimate of future returns on default-free U.S. government securities); and (3) the risk premium for each asset class (i.e., the expected return in excess of the risk-free rate). All three components are based primarily on historical data, with modest adjustments to take into account additional relevant information that is currently available. For the inflation and risk-free return components, the most significant additional information is that provided by the market for nominal and inflation-indexed U.S. Treasury securities. That market provides implied forecasts of both the inflation rate and risk-free rate for the period over which currently available securities mature. The historical data on risk premiums for each asset class is adjusted to reflect any systemic changes that have occurred in the relevant markets; e.g., the higher current valuations for equities, as a multiple of earnings, relative to the longer-term average for such valuations. Net periodic pension cost includes the following components (in thousands): Fiscal 2021 Fiscal 2020 Fiscal 2019 Service cost—benefits earned during the period $ 10,434 $ 8,622 $ 7,140 Interest cost on projected benefit obligation 4,847 5,345 5,734 Expected return on plan assets (10,939) (9,187) (7,750) Amortization of unrecognized loss 1,648 1,288 861 Net periodic pension cost $ 5,990 $ 6,068 $ 5,985 The following table sets forth the changes in amounts recorded in accumulated other comprehensive income (loss) for fiscal 2021, 2020 and 2019, respectively (in thousands): Changes in amounts recorded in accumulated other comprehensive income (loss): Fiscal 2021 Fiscal 2020 Fiscal 2019 Net gain/(loss) $ 22,573 $ (5,167) $ (17,504) Amortization of unrecognized loss 1,648 1,288 861 Total recorded in other comprehensive income (loss) $ 24,221 $ (3,879) $ (16,643) Our pension plan assets are managed by outside investment managers; assets are rebalanced at the end of each quarter. Our investment strategy with respect to pension assets is to maximize return while protecting principal. The investment manager has the flexibility to adjust the asset allocation and move funds to the asset class that offers the most opportunity for investment returns. The asset allocation for our pension plans at January 1, 2022 and January 2, 2021, and the target allocation for fiscal 2021, by asset category, follows: Percentage of Plan Assets at Year End Target January 1, January 2, Asset Category Allocation 2022 2021 Equity securities 70 % 64 % 65 % Fixed income securities 30 % 32 % 31 % Other — % 4 % 4 % Total 100 % 100 % 100 % The general investment objective of each of the pension plans is to grow the plan assets in relation to the plan liabilities while prudently managing the risk of a decrease in the plan’s assets relative to those liabilities. To meet this objective, our management has adopted the above target allocations that it reconsiders from time to time as circumstances change. The actual plan asset allocations may be within a range around these targets. The actual asset allocations are reviewed and rebalanced on a periodic basis. The fair values of our pension plan assets at January 1, 2022 and January 2, 2021, utilizing the fair value hierarchy discussed in Note 8, “Fair Value Measurements” follow (in thousands): January 1, 2022 January 2, 2021 Level 1 Levels 2 & 3 Level 1 Levels 2 & 3 Asset Category Cash $ 6,692 $ — $ 6,847 $ — Equity securities: U.S. mutual funds 19,156 — 60,630 — Foreign mutual funds 25,182 — 15,328 — U.S. common stocks 74,981 — 33,349 — Foreign common stocks 864 — 1,231 — Fixed income securities: U.S. mutual funds 60,697 — 51,836 — Total fair value of pension plan assets $ 187,572 $ — $ 169,221 $ — The investment portfolio contains a diversified blend of common stocks, bonds, cash equivalents and other investments, which may reflect varying rates of return. The investments are further diversified within each asset classification. The portfolio diversification provides protection against a single security or class of securities having a disproportionate impact on aggregate performance. Of the $75.0 million of U.S. common stocks in the investment portfolio at January 1, 2022, $12.2 million was invested in B&G Foods’ common stock. Of the $33.3 million of U.S. common stocks in the investment portfolio at January 2, 2021, $11.0 million was invested in B&G Foods’ common stock. As of January 1, 2022, pension plan benefit payments were expected to be as follows (in thousands): Pension Plan Benefit Payments Fiscal year: 2022 $ 5,215 2023 5,557 2024 5,972 2025 6,473 2026 7,166 2027 to 2031 $ 44,306 We expect to make $2.5 million of contributions to our company-sponsored defined benefit pension plans during fiscal 2022. We also sponsor defined contribution plans covering substantially all of our employees. Employees may contribute to these plans and these contributions are matched by us at varying amounts. Contributions for the matching component of these plans amounted to $3.8 million, $2.8 million and $1.9 million for fiscal 2021, 2020 and 2019, respectively. Multi-Employer Defined Benefit Pension Plan. B&G Foods made contributions to the plan of $0.6 million, $1.0 million and $0.9 million in fiscal 2021, 2020 and 2019, respectively. In addition, we paid surcharges of approximately $0.3 million, $0.4 million and $0.3 million in each of fiscal 2021, 2020 and 2019, respectively. These contributions represented less than five percent of total contributions made to the plan. In connection with the closure and pending sale of the Portland manufacturing facility, we withdrew from participation in the plan, which requires us to make monthly withdrawal liability payments to the plan over 20 years. These payments amount to approximately $0.9 million on an annual basis beginning March 1, 2022. Accordingly, we have reflected the present value of such payments amounting to $13.9 million as a liability on our consolidated balance sheet. For more information about the closure and pending sale of the Portland manufacturing facility, see Note 18, “Assets Held for Sale and Related Severance and Other Expenses.” |
Leases
Leases | 12 Months Ended |
Jan. 01, 2022 | |
Leases | |
Leases | (13) Leases Operating Leases Crisco Clabber Girl January 1, January 2, 2022 2021 Right-of-use assets: Operating lease right-of-use assets $ 65,166 $ 32,216 Operating lease liabilities: Current portion of operating lease liabilities $ 12,420 $ 11,034 Long-term operating lease liabilities, net of current portion 55,607 23,959 Total operating lease liabilities $ 68,027 $ 34,993 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. The following table shows supplemental information related to leases: Fiscal 2021 Fiscal 2020 Fiscal 2019 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 13,887 $ 12,420 $ 11,670 The components of lease costs were as follows: Cost of goods sold $ 4,792 $ 4,055 $ 3,508 Selling, general and administrative expenses 9,180 7,904 7,888 Total lease costs $ 13,972 $ 11,959 $ 11,396 Total rent expense was $16.1 million, $14.9 million and $13.4 million, including the operating lease costs of $14.0 million, $12.0 million and $11.4 million stated above, for fiscal 2021, 2020 and 2019, respectively. 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. The following table shows the weighted average lease term and weighted average discount rate for our ROU assets: January 1, January 2, 2022 2021 Weighted average remaining lease term (years) 5.5 4.8 Weighted average discount rate 2.61% 3.94% As of January 1, 2022, the maturities of operating lease liabilities were as follows (in thousands): Maturities of Operating Lease Liabilities Fiscal year: 2022 $ 13,994 2023 13,839 2024 12,984 2025 12,599 2026 9,198 Thereafter 10,274 Total undiscounted future minimum lease payments 72,888 Less: Imputed interest (4,861) Total present value of future operating lease liabilities $ 68,027 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 01, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | (14) Commitments and Contingencies Legal Proceedings. Environmental. Collective Bargaining Agreements. Severance and Change of Control Agreements. |
Incentive Plans
Incentive Plans | 12 Months Ended |
Jan. 01, 2022 | |
Incentive Plans | |
Incentive Plans | (15) Incentive Plans Annual Bonus Plan. Omnibus Incentive Compensation Plan. The Omnibus Plan authorizes the grant of performance share awards, restricted stock, options, stock appreciation rights, deferred stock, stock units and cash-based awards to employees, non-employee directors and consultants. The total number of shares available for issuance under the Omnibus Plan is 4,500,000, of which 1,349,384 were available for future issuance as of January 1, 2022. Some of those shares are subject to outstanding performance share LTIAs and stock options as described in the table below. Performance Share Awards. Each performance share LTIA has a threshold, target and maximum payout. The awards are settled based upon our performance over the applicable performance period. For the performance share LTIAs granted to date, the applicable performance metric is and has been “excess cash” (as defined in the award agreements). If our performance fails to meet the performance threshold, then the awards will not vest and no shares will be issued pursuant to the awards. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the threshold amount (50% of the target number of shares) up to the maximum amount (200% or 233.333%, as applicable, of the target number of shares) may be earned. Subject to the performance goal for the applicable performance period being certified in writing by our compensation committee as having been achieved, shares of common stock are issued prior to March 15 following the completion of the performance period. The following table details the activity in our performance share LTIAs for fiscal 2021: Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Beginning of fiscal 2021 986,223 $ 15.56 Granted 450,104 $ 28.71 Vested (86,523) $ 21.36 Forfeited (209,423) $ 16.82 End of fiscal 2021 1,140,381 $ 20.08 (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% or 233.333% , as applicable, 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. Restricted Stock Weighted Average Number of Shares Grant Date Fair Value of Restricted Stock (per share) (1) Beginning of fiscal 2021 97,359 $ 18.22 Granted 38,098 $ 32.86 Vested (59,867) $ 19.30 Forfeited (1,129) $ 22.72 End of fiscal 2021 74,461 $ 24.78 (1) 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). Stock Options. Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at beginning of fiscal 2021 1,030,667 $ 31.41 5.50 $ 591 Granted 327,592 $ 32.56 Exercised (467,152) $ 31.71 Forfeited (37,627) $ 26.80 Expired (64,254) $ 32.41 Outstanding at end of fiscal 2021 789,226 $ 31.86 7.03 $ 1,245 Exercisable at end of fiscal 2021 542,315 $ 30.98 5.93 $ 1,235 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. The assumptions used in the Black-Scholes option-pricing model during fiscal 2021 and fiscal 2020 were as follows: Fiscal 2021 Fiscal 2020 Weighted average grant date fair value $ 6.03 $ 4.51 Expected volatility 36.0% - 38.8% 45.4% Expected term 5.0 - 6.5 years 5.5 years Risk-free interest rate 0.9% - 1.1% 0.4% Dividend yield 5.6% - 6.6% 7.9% Non-Employee Director Grants. Stock Options. The following table details the net number of shares of common stock issued by our company during fiscal 2021, 2020 and 2019 for share-based compensation: Fiscal 2021 Fiscal 2020 Fiscal 2019 Number of performance shares vested 86,523 — 102,893 Shares withheld for tax withholding (35,281) — (36,965) Shares of common stock issued for performance share LTIAs 51,242 — 65,928 Shares of common stock issued upon the exercise of stock options 467,152 88,291 — Shares of common stock issued to non-employee directors for annual equity grants 39,251 47,292 45,848 Shares of restricted common stock issued to employees 38,098 76,440 32,059 Shares of restricted stock cancelled for tax withholding upon vesting (21,528) (3,813) — Shares of restricted stock cancelled upon forfeiture (1,129) — — Net shares of common stock issued 573,086 208,210 143,835 The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, restricted stock, stock options, non-employee director stock grants, and other share-based payments) during the last three fiscal years and where that expense is reflected in our consolidated statements of operations (in thousands): Consolidated Statements of Operations Location Fiscal 2021 Fiscal 2020 Fiscal 2019 Compensation expense included in cost of goods sold $ 910 $ 2,165 $ 307 Compensation expense included in selling, general and administrative expenses 4,473 8,453 2,287 Total compensation expense for share-based payments $ 5,383 $ 10,618 $ 2,594 During fiscal 2019, we extended the time period for two non-employee directors to exercise 48,727 vested options under existing option agreements following retirement, disability or death or any other separation from the board other than for cause from the existing 180 days and 90 days to the earlier of three years after the applicable separation date and the then current expiration date of the options. During fiscal 2019, we also extended the time period for 578,149 vested options and 31,384 unvested options held by three retired executive officers and one retiring executive officer from the existing 180 days to the earlier of three years after the applicable retirement date and the then current expiration date of the options. In connection with the option extensions, we recognized an additional $0.7 million of pre-tax share-based compensation expense in the second quarter of 2019, and less than $0.1 million of pre-tax share-based compensation expense in the first quarter of 2020, which is reflected in the table above. As of January 1, 2022, there was $1.1 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized in fiscal 2022, $1.2 million of unrecognized compensation expense related to restricted stock, which is expected to be recognized over the next 2.5 fiscal years, and $1.3 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 2.4 fiscal years. |
Net Sales by Brand
Net Sales by Brand | 12 Months Ended |
Jan. 01, 2022 | |
Net Sales by Brand | |
Net Sales by Brand | (16) Net Sales by Brand The following table sets forth net sales by brand (in thousands): Fiscal 2021 Fiscal 2020 Fiscal 2019 Brand (1) Green Giant - $ 353,038 $ 410,645 $ 363,240 Crisco (2) 293,411 27,792 — Spices & Seasonings (3) 269,525 261,495 249,374 Ortega 151,168 158,267 140,444 Green Giant - (4) 145,367 175,679 124,706 Maple Grove Farms of Vermont 81,186 76,665 70,557 Clabber Girl (5) 79,576 97,508 53,638 Dash 72,641 72,244 58,781 Cream of Wheat 67,304 72,824 59,893 All other brands 543,048 614,790 539,781 Total $ 2,056,264 $ 1,967,909 $ 1,660,414 (1) Table includes net sales for each of our brands whose net sales for fiscal 2021 or fiscal 2020 equaled or exceeded 3% 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) We completed the Crisco acquisition on December 1, 2020. See Note 3, “Acquisitions.” (3) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016. Does not include net sales for Dash and our other legacy spices & seasonings brands. (4) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (5) Includes net sales for multiple brands acquired as part of the Clabber Girl acquisition that we completed on May 15, 2019, including, among others, the Clabber Girl , Rumford , Davis , Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes. See Note 3, “Acquisitions.” |
Workforce Reduction, Retirement
Workforce Reduction, Retirement Expenses and Separation Expenses | 12 Months Ended |
Jan. 01, 2022 | |
Workforce Reduction, Retirement Expenses and Separation Expenses | |
Workforce Reduction, Retirement Expenses and Separation Expenses | (17) Workforce Reduction, Retirement and Separation Expenses Workforce Reduction Expenses Retirement Expenses Separation of Former President and Chief Executive Officer |
Assets Held for Sale and Relate
Assets Held for Sale and Related Severance and Other Expenses | 12 Months Ended |
Jan. 01, 2022 | |
Assets Held for Sale and Related Severance and Other Expenses | |
Assets Held for Sale and Related Severance and Other Expenses | (18) Assets Held for Sale and Related Severance and Other Expenses On August 30, 2021, we entered into an agreement to sell our Portland, Maine manufacturing facility and 13.5 acre property. The transition of manufacturing operations from the Portland facility to third-party co-manufacturing facilities and existing B&G Foods manufacturing facilities is expected to be completed during the first quarter of 2022. The sale, which is subject to customary closing conditions, is expected to close toward the end of the first quarter of 2022. There were approximately 86 employees at the Portland manufacturing facility. We offered all eligible employees severance and career transition support. During fiscal 2021, we recorded a charge of $16.2 million, including $13.9 million for a multi-employer pension plan withdrawal liability and $2.3 million for severance payments to the affected employees and other expenses. All severance payments were made in fiscal 2021. See Note 12, “Pension Benefits— Multi-Employer Defined Benefit Pension Plan The following table sets forth the assets held for sale at January 1, 2022 relating to the pending sale of the Portland facility (in thousands): January 1, 2022 Property, plant and equipment, net $ 3,756 Less: Deposit for assets held for sale (500) Assets held for sale $ 3,256 |
Schedule II Schedule of Valuati
Schedule II Schedule of Valuation and Qualifying Accounts | 12 Months Ended |
Jan. 01, 2022 | |
Schedule II Schedule of Valuation and Qualifying Accounts | |
Schedule II Schedule of Valuation and Qualifying Accounts | Schedule II B&G FOODS, INC. AND SUBSIDIARIES Schedule of Valuation and Qualifying Accounts (In thousands) Column A Column B Column C Column D Column E Additions Balance at Charged to Charged to beginning of costs and other accounts— Deductions— Balance at Description year expenses describe describe end of year Fiscal year ended December 28, 2019: Allowance for doubtful accounts and discounts $ 1,851 $ 219 — $ 276 (a) $ 1,794 Fiscal year ended January 2, 2021: Allowance for doubtful accounts and discounts $ 1,794 $ 20 — $ 75 (a) $ 1,739 Fiscal year ended January 1, 2022: Allowance for doubtful accounts and discounts $ 1,739 $ 299 — $ 41 (a) $ 1,997 (a) Represents bad-debt write-offs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 01, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements include the accounts of B&G Foods, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States (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; 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 intangible assets. 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. |
Subsequent Events | (c) Subsequent Events We have evaluated subsequent events for disclosure through the date of issuance of the accompanying consolidated financial statements. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, all highly liquid instruments with maturities of three months or less when acquired are considered to be cash and cash equivalents. |
Inventories | (e) 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 our management’s review of inventories on hand compared to estimated future usage and sales. |
Property, Plant and Equipment | (f) Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, 10 to 30 years for buildings and improvements, 5 to 12 years for machinery and equipment, and 2 to 5 years for office furniture and vehicles. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Expenditures for maintenance, repairs and minor replacements are charged to current operations. Expenditures for major replacements and betterments are capitalized. We capitalize interest on qualifying assets based on our effective interest rate. During fiscal 2021, 2020 and 2019, we capitalized $1.2 million, $0.7 million and $1.1 million, respectively. |
Goodwill and Other Intangible Assets | (g) Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets (trademarks) are tested for impairment at least annually and whenever events or circumstances occur indicating that goodwill or indefinite-lived intangible assets might be impaired. We perform the annual impairment tests as of the last day of each fiscal year. The annual goodwill impairment testing is performed by comparing our company’s market capitalization with our company’s carrying value, including goodwill. If the carrying value of our company exceeds our market capitalization, an impairment charge is recognized for the difference, not to exceed the amount of goodwill. We test our indefinite-lived intangible assets by comparing the fair value with the carrying value and recognize a loss for the difference. We estimate the fair value of our indefinite-lived intangible assets based on discounted cash flows that reflect certain third-party market value indicators. Calculating our fair value for these purposes requires significant estimates and assumptions by management. Customer relationships and finite-lived trademarks are presented at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives of 10 to 20 years. |
Deferred Debt Financing Costs | (h) Deferred Debt Financing Costs Deferred debt financing costs are capitalized and amortized over the term of the related debt agreements and are included as a reduction of long-term debt, except for the revolving credit facility, for which the deferred debt financing costs are included in other assets. Amortization of deferred debt financing costs for fiscal 2021, 2020 and 2019 was $4.6 million, $4.7 million and $3.5 million, respectively. |
Long-Lived Assets | (i) Long-Lived Assets Long-lived assets, such as property, plant and equipment, and intangible assets with estimated useful lives, are depreciated or amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Recoverability of assets held for sale is measured by a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to sell. Estimating future cash flows and calculating the fair value of assets requires significant estimates and assumptions by management. Assets to be disposed of are separately presented in the consolidated balance sheets and are no longer depreciated. |
Accumulated Other Comprehensive Loss | (j) Accumulated Other Comprehensive Loss Accumulated other comprehensive loss includes foreign currency translation adjustments relating to assets and liabilities located in our foreign subsidiaries and changes in our pension benefits due to the initial adoption and ongoing application of the authoritative accounting literature relating to pensions, net of tax. |
Revenue Recognition | (k) Revenue Recognition Revenues are recognized when our performance obligation is satisfied. Our primary performance obligation is satisfied when products are shipped. We report all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. Consideration from a vendor to a retailer is presumed to be a reduction to the selling prices of the vendor’s products and, therefore, is characterized as a reduction of sales when recognized in the vendor’s income statement. As a result, coupon incentives, slotting and promotional expenses are recorded as a reduction of sales. Additionally, certain payments to customers related to in-store display incentives, or marketing development funds, are also recorded as a reduction of sales. |
Selling, General and Administrative Expenses | (l) Selling, General and Administrative Expenses We promote our products with advertising, consumer incentives and trade promotions. These programs include, but are not limited to, discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Consumer incentive and trade promotion activities are recorded as a reduction to revenues based on amounts estimated as being due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates. We expense our advertising costs either in the period the advertising first takes place or as incurred. Advertising expenses were approximately $7.2 million, $10.6 million and $7.8 million, for fiscal 2021, 2020 and 2019, respectively. |
Pension Plans | (m) Pension Plans We maintain four company-sponsored defined benefit pension plans covering approximately 32.7% of our employees. Our funding policy is to contribute annually the amount recommended by our actuaries. From time to time, however, we voluntarily contribute greater amounts based on pension asset performance, tax considerations and other relevant factors. |
Share Based Compensation Expense | (n) Share-Based Compensation Expense We provide compensation benefits in the form of performance share long-term incentive awards (LTIAs), restricted stock, common stock and stock options to employees and non-employee directors. The cost of share-based compensation is recorded at fair value at the date of grant and expensed in our consolidated statements of operations over the requisite service period, if any. Performance share LTIAs granted to our executive officers and certain other members of senior management entitle each participant to earn shares of common stock upon the attainment of certain performance goals over the applicable performance period. The recognition of compensation expense for the performance share LTIAs is initially based on the probable outcome of the performance condition based on the fair value of the award on the date of grant and the anticipated number of shares to be awarded on a straight-line basis over the applicable performance period. The fair value of the awards on the date of grant is 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. Our company’s performance against the defined performance goals are re-evaluated on a quarterly basis throughout the applicable performance period and the recognition of compensation expense is adjusted for subsequent changes in the estimated or actual outcome. The cumulative effect of a change in the estimated number of shares of common stock to be issued in respect of performance share awards is recognized as an adjustment to earnings in the period of the revision. The fair value of stock option awards is estimated on the date of grant using the Black-Scholes option pricing model and is recognized in expense over the vesting period of the options using the straight-line method. The Black-Scholes option pricing model requires various assumptions, including the expected volatility of our stock, the expected term of the option, the risk-free interest rate and the expected dividend yield. Expected volatility is based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. All stock option grants have an exercise price equal to the fair market value of our common stock on the date of grant and have a 10-year term. Employee stock options cliff vest three years after the date of grant and non-employee director stock options vest one year after the date of grant. We recognize compensation expense for only that portion of share-based awards that are expected to vest. We utilize historical employee termination behavior to determine our estimated forfeiture rates. If the actual forfeitures differ from those estimated by management, adjustments to compensation expense will be made in future periods. |
Income Tax Expense Estimates and Policies | (o) Income Tax Expense Estimates and Policies Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities of our company are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax expenses together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we include such charge in our tax provision, or reduce our tax benefits in our consolidated statements of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets. There are various factors that may cause these tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal and state income tax laws and regulations might be passed that could have a material effect on our results of operations. See Note 10, “Income Taxes,” for a discussion of the Tax Cuts and Jobs Act enacted in December 2017, which we refer to in this report as the “U.S. Tax Act,” as well as the Coronavirus Aid, Relief and Economic Security Act enacted in March 2020, which we refer to in this report as the “U.S. CARES Act.” We assess the impact of significant changes to the U.S. federal, state and international income tax laws and regulations on a regular basis and update the assumptions and estimates used to prepare our consolidated financial statements when new regulations and legislation are enacted. We recognize the benefit of an uncertain tax position that we have taken or expect to take on our income tax returns we file if it is “more likely than not” that such tax position will be sustained based on its technical merits. |
Dividends | (p) Dividends Cash dividends, if any, are accrued as a liability on our consolidated balance sheets when declared and recorded as a decrease to additional paid-in capital, or as a decrease to retained earnings when additional paid-in capital has a zero balance. |
Earnings Per Share | (q) 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 share LTIAs that may be earned as of the beginning of the period using the treasury stock method. The table below shows net income, weighted average common shares outstanding and earnings per share for fiscal 2021, 2020 and 2019, respectively (in thousands, except share and per share data): Fiscal Fiscal Fiscal 2021 2020 2019 (In thousands, except share and per share data) Net income $ 67,363 $ 131,988 $ 76,389 Weighted average common shares outstanding: Basic 65,087,624 64,162,682 65,013,406 Net effect of potentially dilutive share-based compensation awards (1) 659,002 393,829 25,373 Diluted 65,746,626 64,556,511 65,038,779 Earnings per share: Basic $ 1.03 $ 2.06 $ 1.17 Diluted $ 1.02 $ 2.04 $ 1.17 (1) For fiscal 2021, 2020 and 2019, outstanding stock options of 487,395 , 739,976 and 1,110,212 , respectively, were excluded from diluted earnings per share as their effect was antidilutive. |
Accounting Standards Adopted and Recently Issued Accounting Standards | (r) Accounting Standards Adopted in Fiscal 2021 In December 2019, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) that removes certain exceptions for recognizing deferred taxes for certain investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. This guidance became effective during the first quarter of 2021. The adoption of this ASU did not have a material impact to our consolidated financial statements or related disclosures. (s) Recently Issued Accounting Standards – Pending Adoption In October 2021, the FASB issued a new ASU which provides an exception to fair value measurement for revenue contracts acquired in business combinations. This ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2022. We currently expect to adopt the standard during fiscal 2023 for any business combinations that occur in fiscal 2023 or after. Currently, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. In March 2020, the FASB issued a new ASU which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates such as LIBOR. The update may be applied as of the beginning of the interim period that includes March 12, 2020 through December 31, 2022. We currently expect to adopt the standard during fiscal 2022. We are in the process of evaluating the impact of the adoption of this ASU. LIBOR is used to determine interest under our revolving credit facility and our tranche B term loans due 2026. Currently, however, we do not expect the adoption of this ASU to have a material impact to our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of calculations related to basic and diluted earning per share | Fiscal Fiscal Fiscal 2021 2020 2019 (In thousands, except share and per share data) Net income $ 67,363 $ 131,988 $ 76,389 Weighted average common shares outstanding: Basic 65,087,624 64,162,682 65,013,406 Net effect of potentially dilutive share-based compensation awards (1) 659,002 393,829 25,373 Diluted 65,746,626 64,556,511 65,038,779 Earnings per share: Basic $ 1.03 $ 2.06 $ 1.17 Diluted $ 1.02 $ 2.04 $ 1.17 (1) For fiscal 2021, 2020 and 2019, outstanding stock options of 487,395 , 739,976 and 1,110,212 , respectively, were excluded from diluted earnings per share as their effect was antidilutive. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Acquisitions and Divestitures | |
Schedule of divestiture | The following table sets forth the assets held for sale at January 1, 2022 relating to the pending sale of the Portland facility (in thousands): January 1, 2022 Property, plant and equipment, net $ 3,756 Less: Deposit for assets held for sale (500) Assets held for sale $ 3,256 |
Crisco Acquisition | |
Acquisitions and Divestitures | |
Schedule of allocation of purchase price to the estimated fair value of the net assets acquired | Purchase Price Allocation (in thousands): December 1, 2020 Inventories $ 37,137 Prepaid expenses and other current assets 113 Property, plant and equipment, net 81,405 Operating lease right-of-use assets 1,597 Trademarks — indefinite-lived intangible assets 322,000 Customer relationships — finite-lived intangible assets 52,800 Current portion of operating lease liabilities (596) Long-term operating lease liabilities, net of current portion (1,001) Goodwill 45,806 Total purchase price (paid in cash) $ 539,261 |
Schedule of unaudited pro forma summary of operations | Fiscal 2020 Fiscal 2019 Net sales (1) $ 2,253,645 $ 1,906,402 Net income (1) $ 182,169 $ 105,433 Basic earnings per share (1) $ 2.84 $ 1.62 Diluted earnings per share (1) $ 2.82 $ 1.62 (1) The pro forma financial information presented above does not purport to be indicative of the results that actually would have been attained had the Crisco acquisition occurred as of the beginning of fiscal 2019, and is not intended to be a projection of future results. |
Clabber Girl Corporation | |
Acquisitions and Divestitures | |
Schedule of allocation of purchase price to the estimated fair value of the net assets acquired | Purchase Price Allocation (in thousands): May 15, 2019 Cash and cash equivalents $ 2,202 Trade accounts receivable, net 5,627 Inventories 10,641 Prepaid expenses and other current assets 154 Income tax receivable 7 Property, plant and equipment, net 20,697 Operating lease right-of-use assets 7,841 Trademarks — indefinite-lived intangible assets 19,600 Customer relationships — finite-lived intangible assets 18,500 Trade accounts payable (3,007) Accrued expenses (1,315) Current portion of operating lease liabilities (952) Long-term operating lease liabilities, net of current portion (7,319) Goodwill 11,956 Total purchase price (paid in cash) $ 84,632 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Inventories | |
Summary of Inventories | Inventories consist of the following, as of the dates indicated (in thousands): January 1, 2022 January 2, 2021 Raw materials and packaging $ 94,799 $ 87,843 Work-in-process 145,102 95,207 Finished goods 369,893 309,754 Inventories $ 609,794 $ 492,804 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Property, Plant and Equipment, net. | |
Schedule of Property, plant and equipment, net | Property, plant and equipment, net, consists of the following as of the dates indicated (in thousands): January 1, 2022 January 2, 2021 Land and improvements $ 24,914 $ 25,015 Buildings and improvements 149,583 159,454 Machinery and equipment 410,504 393,583 Office furniture, vehicles and computer equipment 89,091 84,936 Construction-in-progress 31,561 23,225 Property, plant and equipment, cost 705,653 686,213 Less: accumulated depreciation (364,182) (314,359) Property, plant and equipment, net $ 341,471 $ 371,854 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
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): January 1, 2022 January 2, 2021 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 6,800 $ 3,929 $ 2,871 $ 20,100 $ 5,597 $ 14,503 Customer relationships 406,963 167,860 239,103 406,901 147,378 259,523 Total finite-lived intangible assets $ 413,763 $ 171,789 $ 241,974 $ 427,001 $ 152,975 $ 274,026 Indefinite-Lived Intangible Assets Goodwill $ 644,871 $ 644,747 Trademarks $ 1,685,145 $ 1,697,300 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Long-Term Debt | |
Schedule of long-term debt | January 1, 2022 January 2, 2021 Revolving credit loans due 2025: Outstanding principal $ 165,000 $ 235,000 Revolving credit loans, net (1) 165,000 235,000 Tranche B term loans due 2026: Outstanding principal 671,625 671,625 Unamortized deferred debt financing costs (5,133) (6,052) Unamortized discount (3,814) (4,507) Tranche B term loans due 2026, net 662,678 661,066 5.25% senior notes due 2025: Outstanding principal 900,000 900,000 Unamortized deferred debt financing costs (5,619) (7,348) Unamortized premium 1,753 2,292 5.25% senior notes due 2025, net 896,134 894,944 5.25% senior notes due 2027: Outstanding principal 550,000 550,000 Unamortized deferred debt financing costs (6,053) (6,924) 5.25% senior notes due 2027, net 543,947 543,076 Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 2,267,759 2,334,086 (1) Unamortized deferred debt financing costs related to our revolving credit facility were $3.7 million and $4.6 million as of January 1, 2022 and January 2, 2021, respectively. These amounts are included in other assets in the accompanying consolidated balance sheets. |
Schedule of aggregate contractual maturities of long-term debt | Aggregate Contractual Maturities Fiscal year: 2022 $ — 2023 — 2024 — 2025 1,065,000 2026 671,625 Thereafter 550,000 Total $ 2,286,625 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
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 and senior notes as of January 1, 2022 and January 2, 2021 were as follows (in thousands): January 1, 2022 January 2, 2021 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ 165,000 $ 165,000 (1) $ 235,000 $ 235,000 Tranche B term loans due 2026 667,811 (2) 666,141 (3) 667,118 (2) 665,450 (3) 5.25% senior notes due 2025 901,753 (4) 920,915 (3) 902,292 (4) 931,616 (3) 5.25% senior notes due 2027 $ 550,000 $ 567,875 (3) $ 550,000 $ 580,250 (3) (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) The carrying value of the tranche B term loans includes a discount. At January 1, 2022 and January 2, 2021, the face amount of the tranche B term loans was $671.6 million. (3) Fair values are estimated based on quoted market prices. (4) The carrying value of the 5.25% senior notes due 2025 includes a premium. At January 1, 2022 and January 2, 2021, the face amount of the 5.25% senior notes due 2025 was $900.0 million. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Accumulated Other Comprehensive Loss. | |
Schedule of reclassification from accumulated other comprehensive loss | The reclassifications from accumulated other comprehensive loss (AOCL) for fiscal 2021, 2020 and 2019 were as follows (in thousands): Amount Reclassified From AOCL Affected Line Item in the Statement Where Net Income Details about AOCL Components Fiscal 2021 Fiscal 2020 Fiscal 2019 (Loss) is Presented Defined benefit pension plan items Amortization of unrecognized loss 1,648 1,288 861 See (1) below Accumulated other comprehensive loss before tax 1,648 1,288 861 Total before tax Tax expense (403) (334) (211) Income tax expense Total reclassification $ 1,245 $ 954 $ 650 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 12, “Pension Benefits,” for additional information. |
Schedule of changes in accumulated other comprehensive loss | Changes in AOCL for fiscal 2021, 2020 and 2019 were 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 (loss) income before reclassifications (13,187) 4,145 (9,042) Amounts reclassified from AOCL 650 — 650 Net current period other comprehensive (loss) income (12,537) 4,145 (8,392) Balance at December 28, 2019 (24,761) (7,133) (31,894) Other comprehensive loss before reclassifications (3,824) (830) (4,654) Amounts reclassified from AOCL 954 — 954 Net current period other comprehensive loss (2,870) (830) (3,700) Balance at January 2, 2021 (27,631) (7,963) (35,594) Other comprehensive income (loss) before reclassifications 17,042 (862) 16,180 Amounts reclassified from AOCL 1,245 — 1,245 Net current period other comprehensive income (loss) 18,287 (862) 17,425 Balance at January 1, 2022 $ (9,344) $ (8,825) $ (18,169) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Income Taxes | |
Schedule of components of income before income tax expense | The components of income before income tax expense consist of the following (in thousands): Fiscal 2021 Fiscal 2020 Fiscal 2019 U.S. $ 94,953 $ 160,214 $ 101,110 Foreign (1,299) 17,148 4,582 Total $ 93,654 $ 177,362 $ 105,692 |
Summary of income tax expense | Income tax expense consists of the following (in thousands): Fiscal 2021 Fiscal 2020 Fiscal 2019 Current: Federal $ 11,165 $ (2,763) $ 1,650 State 3,703 2,883 3,872 Foreign 4,154 2,641 3,366 Current income tax expense 19,022 2,761 8,888 Deferred: Federal 9,760 35,209 19,541 State 1,827 4,582 3,005 Foreign (4,318) 2,822 (2,131) Deferred income taxes 7,269 42,613 20,415 Income tax expense $ 26,291 $ 45,374 $ 29,303 |
Reconciliation of provision for income taxes at the statutory rate and the effective tax rate | Fiscal 2021 Fiscal 2020 Fiscal 2019 Expected tax expense 21.0 % 21.0 % 21.0 % Increase (decrease): State income taxes, net of federal income tax benefit 5.1 3.2 5.2 Foreign income taxes 1.6 1.5 1.4 Permanent differences 0.3 1.3 0.3 Impact on deferred taxes from changes in state tax rates and prior year true-ups (0.4) 0.7 0.6 Impact of U.S. CARES Act — (1.4) — Tax credits (0.2) (0.6) (0.3) Other 0.7 (0.1) (0.5) Total 28.1 % 25.6 % 27.7 % |
Tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): January 1, January 2, 2022 2021 Deferred tax assets: Accounts receivable, principally due to allowance $ 25 $ 25 Inventories, principally due to additional costs capitalized for tax purposes 4,225 2,830 Operating lease liabilities 16,688 8,006 Accrued expenses and other liabilities 14,285 13,065 Net operating losses and tax credit carryforwards 4,773 5,196 Interest expense deductions limitation 1,907 57 Unrealized losses 69 77 Gross deferred tax assets 41,972 29,256 Valuation allowances (2,528) (2,703) Deferred tax assets, net 39,444 26,553 Deferred tax liabilities: Property, plant and equipment (30,412) (34,935) Goodwill and other intangible assets (284,376) (261,512) Prepaid expenses and other assets (10,629) (11,589) Operating lease right-of-use assets (16,122) (7,460) Gross deferred tax liabilities (341,539) (315,496) Net deferred tax liabilities $ (302,095) $ (288,943) |
Summary of the tax years that remain subject to examination | United States—Federal 2018 and forward United States—States 2017 and forward Canada 2017 and forward Mexico 2016 and forward |
Pension Benefits (Tables)
Pension Benefits (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Schedule of defined benefit pension plans' benefit obligation, fair value of plans assets and funded status recognized in the consolidated balance sheets | January 1, January 2, 2022 2021 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 204,242 $ 175,364 Actuarial (gain) loss (1) (12,527) 19,306 Service cost 10,434 8,622 Interest cost 4,847 5,345 Benefits paid (5,134) (4,395) Projected benefit obligation at end of year 201,862 204,242 Change in plan assets: Fair value of plan assets at beginning of year 169,221 139,289 Actual return on plan assets 20,985 23,327 Employer contributions 2,500 11,000 Benefits paid (5,134) (4,395) Fair value of plan assets at end of year 187,572 169,221 Net amount recognized: Other assets 2,071 587 Other long-term liabilities (16,361) (35,608) Funded status at the end of the year (14,290) (35,021) Amount recognized in accumulated other comprehensive loss consists of: Actuarial loss (16,087) (40,308) Deferred taxes 6,743 12,677 Accumulated other comprehensive loss $ (9,344) $ (27,631) (1) Actuarial (gain) loss primarily reflects changes in discount rates. |
Schedule of accumulated benefit obligation and projected benefit obligation | January 1, January 2, 2022 2021 Accumulated benefit obligation $ 108,775 $ 184,278 Fair value of plan assets 104,757 162,267 Projected benefit obligation 121,117 197,875 Fair value of plan assets $ 104,757 $ 162,267 |
Schedule of weighted-average assumptions | January 1, January 2, 2022 2021 Discount rate 2.62 - 2.78 % 2.23 - 2.46 % Rate of compensation increase 3.00 % 3.00 % Expected long-term rate of return 7.00 % 6.50 % |
Schedule of components of net periodic pension costs | Net periodic pension cost includes the following components (in thousands): Fiscal 2021 Fiscal 2020 Fiscal 2019 Service cost—benefits earned during the period $ 10,434 $ 8,622 $ 7,140 Interest cost on projected benefit obligation 4,847 5,345 5,734 Expected return on plan assets (10,939) (9,187) (7,750) Amortization of unrecognized loss 1,648 1,288 861 Net periodic pension cost $ 5,990 $ 6,068 $ 5,985 |
Schedule of target asset allocation and plan assets at year end | Percentage of Plan Assets at Year End Target January 1, January 2, Asset Category Allocation 2022 2021 Equity securities 70 % 64 % 65 % Fixed income securities 30 % 32 % 31 % Other — % 4 % 4 % Total 100 % 100 % 100 % |
Schedule of fair values of pension plan assets utilizing the fair value hierarchy | The fair values of our pension plan assets at January 1, 2022 and January 2, 2021, utilizing the fair value hierarchy discussed in Note 8, “Fair Value Measurements” follow (in thousands): January 1, 2022 January 2, 2021 Level 1 Levels 2 & 3 Level 1 Levels 2 & 3 Asset Category Cash $ 6,692 $ — $ 6,847 $ — Equity securities: U.S. mutual funds 19,156 — 60,630 — Foreign mutual funds 25,182 — 15,328 — U.S. common stocks 74,981 — 33,349 — Foreign common stocks 864 — 1,231 — Fixed income securities: U.S. mutual funds 60,697 — 51,836 — Total fair value of pension plan assets $ 187,572 $ — $ 169,221 $ — |
Schedule of expected cash flows for the pension plan | As of January 1, 2022, pension plan benefit payments were expected to be as follows (in thousands): Pension Plan Benefit Payments Fiscal year: 2022 $ 5,215 2023 5,557 2024 5,972 2025 6,473 2026 7,166 2027 to 2031 $ 44,306 |
Impact of Adoption | ASU 2017-07 | |
Schedule of changes in amounts in accumulated other comprehensive income | Changes in amounts recorded in accumulated other comprehensive income (loss): Fiscal 2021 Fiscal 2020 Fiscal 2019 Net gain/(loss) $ 22,573 $ (5,167) $ (17,504) Amortization of unrecognized loss 1,648 1,288 861 Total recorded in other comprehensive income (loss) $ 24,221 $ (3,879) $ (16,643) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Leases | |
Operating leases on the Balance Sheets | January 1, January 2, 2022 2021 Right-of-use assets: Operating lease right-of-use assets $ 65,166 $ 32,216 Operating lease liabilities: Current portion of operating lease liabilities $ 12,420 $ 11,034 Long-term operating lease liabilities, net of current portion 55,607 23,959 Total operating lease liabilities $ 68,027 $ 34,993 |
Supplemental information related to leases | The following table shows supplemental information related to leases: Fiscal 2021 Fiscal 2020 Fiscal 2019 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 13,887 $ 12,420 $ 11,670 The components of lease costs were as follows: Cost of goods sold $ 4,792 $ 4,055 $ 3,508 Selling, general and administrative expenses 9,180 7,904 7,888 Total lease costs $ 13,972 $ 11,959 $ 11,396 |
Schedule of weighted average remaining lease term and weighted average discount rate | The following table shows the weighted average lease term and weighted average discount rate for our ROU assets: January 1, January 2, 2022 2021 Weighted average remaining lease term (years) 5.5 4.8 Weighted average discount rate 2.61% 3.94% |
Future minimum lease payments under operating leases | Maturities of Operating Lease Liabilities Fiscal year: 2022 $ 13,994 2023 13,839 2024 12,984 2025 12,599 2026 9,198 Thereafter 10,274 Total undiscounted future minimum lease payments 72,888 Less: Imputed interest (4,861) Total present value of future operating lease liabilities $ 68,027 |
Incentive Plans (Tables)
Incentive Plans (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Incentive Plans | |
Schedule of non-vested performance share LTIAs | Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Beginning of fiscal 2021 986,223 $ 15.56 Granted 450,104 $ 28.71 Vested (86,523) $ 21.36 Forfeited (209,423) $ 16.82 End of fiscal 2021 1,140,381 $ 20.08 (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% or 233.333% , as applicable, 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 stock option activity | Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at beginning of fiscal 2021 1,030,667 $ 31.41 5.50 $ 591 Granted 327,592 $ 32.56 Exercised (467,152) $ 31.71 Forfeited (37,627) $ 26.80 Expired (64,254) $ 32.41 Outstanding at end of fiscal 2021 789,226 $ 31.86 7.03 $ 1,245 Exercisable at end of fiscal 2021 542,315 $ 30.98 5.93 $ 1,235 |
Restricted stock activity | Weighted Average Number of Shares Grant Date Fair Value of Restricted Stock (per share) (1) Beginning of fiscal 2021 97,359 $ 18.22 Granted 38,098 $ 32.86 Vested (59,867) $ 19.30 Forfeited (1,129) $ 22.72 End of fiscal 2021 74,461 $ 24.78 (1) 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). |
Schedule of stock options, valuation assumption | Fiscal 2021 Fiscal 2020 Weighted average grant date fair value $ 6.03 $ 4.51 Expected volatility 36.0% - 38.8% 45.4% Expected term 5.0 - 6.5 years 5.5 years Risk-free interest rate 0.9% - 1.1% 0.4% Dividend yield 5.6% - 6.6% 7.9% |
Schedule of number of shares of common stock issued by our entity upon the vesting of performance share long-term incentive awards and for non-employee director annual equity grants and other share based compensation | Fiscal 2021 Fiscal 2020 Fiscal 2019 Number of performance shares vested 86,523 — 102,893 Shares withheld for tax withholding (35,281) — (36,965) Shares of common stock issued for performance share LTIAs 51,242 — 65,928 Shares of common stock issued upon the exercise of stock options 467,152 88,291 — Shares of common stock issued to non-employee directors for annual equity grants 39,251 47,292 45,848 Shares of restricted common stock issued to employees 38,098 76,440 32,059 Shares of restricted stock cancelled for tax withholding upon vesting (21,528) (3,813) — Shares of restricted stock cancelled upon forfeiture (1,129) — — Net shares of common stock issued 573,086 208,210 143,835 |
Schedule of compensation expense recognized for share-based payments | Consolidated Statements of Operations Location Fiscal 2021 Fiscal 2020 Fiscal 2019 Compensation expense included in cost of goods sold $ 910 $ 2,165 $ 307 Compensation expense included in selling, general and administrative expenses 4,473 8,453 2,287 Total compensation expense for share-based payments $ 5,383 $ 10,618 $ 2,594 |
Net Sales by Brand (Tables)
Net Sales by Brand (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Net Sales by Brand | |
Schedule of net sales by brand | The following table sets forth net sales by brand (in thousands): Fiscal 2021 Fiscal 2020 Fiscal 2019 Brand (1) Green Giant - $ 353,038 $ 410,645 $ 363,240 Crisco (2) 293,411 27,792 — Spices & Seasonings (3) 269,525 261,495 249,374 Ortega 151,168 158,267 140,444 Green Giant - (4) 145,367 175,679 124,706 Maple Grove Farms of Vermont 81,186 76,665 70,557 Clabber Girl (5) 79,576 97,508 53,638 Dash 72,641 72,244 58,781 Cream of Wheat 67,304 72,824 59,893 All other brands 543,048 614,790 539,781 Total $ 2,056,264 $ 1,967,909 $ 1,660,414 (1) Table includes net sales for each of our brands whose net sales for fiscal 2021 or fiscal 2020 equaled or exceeded 3% 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) We completed the Crisco acquisition on December 1, 2020. See Note 3, “Acquisitions.” (3) Includes net sales for multiple brands acquired as part of the spices & seasonings acquisition that we completed on November 21, 2016. Does not include net sales for Dash and our other legacy spices & seasonings brands. (4) Does not include net sales of the Le Sueur brand. Net sales of the Le Sueur brand are included below in “All other brands.” (5) Includes net sales for multiple brands acquired as part of the Clabber Girl acquisition that we completed on May 15, 2019, including, among others, the Clabber Girl , Rumford , Davis , Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes. See Note 3, “Acquisitions.” |
Assets Held for Sale and Rela_2
Assets Held for Sale and Related Severance and Other Expenses (Tables) | 12 Months Ended |
Jan. 01, 2022 | |
Assets Held for Sale and Related Severance and Other Expenses | |
Schedule of assets held for sale | The following table sets forth the assets held for sale at January 1, 2022 relating to the pending sale of the Portland facility (in thousands): January 1, 2022 Property, plant and equipment, net $ 3,756 Less: Deposit for assets held for sale (500) Assets held for sale $ 3,256 |
Nature of Operations - Fiscal Y
Nature of Operations - Fiscal Year and credit concentrations (Details) - customer | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Net sales | Consolidated net sales | Foreign | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 8.30% | 7.80% | 7.70% |
Net sales | Consolidated net sales | Top ten customers | |||
Business and Credit Concentrations | |||
Number of top customers | 10 | 10 | 10 |
Percentage of concentration risk | 60.80% | 62.60% | 59.10% |
Net sales | Consolidated net sales | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 27.70% | 26.50% | 25.60% |
Accounts receivable | Trade accounts receivables | Top ten customers | |||
Business and Credit Concentrations | |||
Number of top customers | 10 | 10 | 10 |
Percentage of concentration risk | 59.80% | 62.50% | 62.30% |
Accounts receivable | Trade accounts receivables | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 28.90% | 32.60% | 29.10% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Intangible Assets, Financing Costs, Debt (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022USD ($)plan$ / sharesshares | Jan. 02, 2021USD ($)$ / sharesshares | Dec. 28, 2019USD ($)$ / sharesshares | |
Information related to deferred debt financing costs | |||
Amortization of deferred debt financing costs | $ | $ 4,600 | $ 4,700 | $ 3,500 |
Selling, General and Administrative Expenses | |||
Advertising costs | $ | $ 7,200 | 10,600 | 7,800 |
Pension Plans | |||
Number of defined benefit pension plans sponsored by company | plan | 4 | ||
Percentage of employees covered by defined benefit pension plans | 32.70% | ||
Information related to earning per share | |||
Net income | $ | $ 67,363 | $ 131,988 | $ 76,389 |
Weighted average common shares outstanding: | |||
Basic | 65,087,624 | 64,162,682 | 65,013,406 |
Net effect of potentially dilutive share-based compensation awards (in shares) | 659,002 | 393,829 | 25,373 |
Diluted (in shares) | 65,746,626 | 64,556,511 | 65,038,779 |
Basic | $ / shares | $ 1.03 | $ 2.06 | $ 1.17 |
Diluted | $ / shares | $ 1.02 | $ 2.04 | $ 1.17 |
Antidilutive securities excluded from computation of loss per share | 487,395 | 739,976 | 1,110,212 |
Stock Option | |||
Share-Based Compensation | |||
Term (in years) | 10 years | ||
Stock Option | Employee | |||
Share-Based Compensation | |||
Vesting period (in years) | 3 years | ||
Stock Option | Non-employee director | |||
Share-Based Compensation | |||
Vesting period (in years) | 1 year | ||
Customer relationship and amortizable trademarks | Minimum | |||
Information related to useful life of finite-lived intangible assets | |||
Estimated useful life | 10 years | ||
Customer relationship and amortizable trademarks | Maximum | |||
Information related to useful life of finite-lived intangible assets | |||
Estimated useful life | 20 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Property, Plant and Equipment | |||
Interest on qualifying assets capitalized | $ 1.2 | $ 0.7 | $ 1.1 |
Building and improvements | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 10 years | ||
Building and improvements | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 30 years | ||
Machinery and equipment | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 5 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 12 years | ||
Office furniture, vehicles and computer equipment | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful life | 2 years | ||
Office furniture, vehicles and computer equipment | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful life | 5 years |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 01, 2020 | May 15, 2019 | Jan. 01, 2022 | Jan. 02, 2021 |
Allocation: | ||||
Goodwill | $ 644,871 | $ 644,747 | ||
Customer Relationship and Amortizable Trademarks | Minimum | ||||
Acquisitions and Divestitures | ||||
Estimated useful life | 10 years | |||
Customer Relationship and Amortizable Trademarks | Maximum | ||||
Acquisitions and Divestitures | ||||
Estimated useful life | 20 years | |||
Clabber Girl Corporation | ||||
Acquisitions and Divestitures | ||||
Cash paid | $ 84,600 | |||
Decrease in operating right of use asset | $ 1,400 | |||
Decrease in inventories | 700 | |||
Increase in operating lease liabilities, current | 100 | |||
Increase in operating lease liabilities, non-current | 1,300 | |||
Decrease in goodwill | 1,400 | |||
Allocation: | ||||
Cash and cash equivalents | 2,202 | |||
Trade accounts receivable, net | 5,627 | |||
Inventories | 10,641 | |||
Prepaid expenses and other current assets | 154 | |||
Income tax receivable | 7 | |||
Property, plant and equipment, net | 20,697 | |||
Operating lease right-of-use assets | 7,841 | |||
Trademarks - indefinite-lived intangible assets | 19,600 | |||
Customer relationship intangibles - finite-lived intangible assets | 18,500 | |||
Trade accounts payable | (3,007) | |||
Accrued expenses | (1,315) | |||
Current portion of operating lease liabilities | (952) | |||
Long-term operating lease liabilities, net of current portion | (7,319) | |||
Goodwill | 11,956 | |||
Total purchase price (paid in cash) | $ 84,632 | |||
Clabber Girl Corporation | Customer Relationship and Amortizable Trademarks | ||||
Acquisitions and Divestitures | ||||
Increase in finite-lived intangible assets | 1,000 | |||
Clabber Girl Corporation | Trademarks | ||||
Acquisitions and Divestitures | ||||
Increase in indefinite-lived intangible assets | $ 1,100 | |||
Crisco Acquisition | ||||
Acquisitions and Divestitures | ||||
Cash paid | $ 539,300 | |||
Allocation: | ||||
Inventories | 37,137 | |||
Prepaid expenses and other current assets | 113 | |||
Property, plant and equipment, net | 81,405 | |||
Operating lease right-of-use assets | 1,597 | |||
Trademarks - indefinite-lived intangible assets | 322,000 | |||
Customer relationship intangibles - finite-lived intangible assets | 52,800 | |||
Current portion of operating lease liabilities | (596) | |||
Long-term operating lease liabilities, net of current portion | (1,001) | |||
Goodwill | 45,806 | |||
Total purchase price (paid in cash) | $ 539,261 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Unaudited Pro Forma Summary of Operations | |||
Net sales | $ 2,056,264 | $ 1,967,909 | $ 1,660,414 |
Crisco Acquisition | |||
Unaudited Pro Forma Summary of Operations | |||
Net sales - actual | $ 293,400 | ||
Net sales | 2,253,645 | 1,906,402 | |
Net income | $ 182,169 | $ 105,433 | |
Basic earnings per share (in dollars per share) | $ 2.84 | $ 1.62 | |
Diluted earnings per share (in dollars per share) | $ 2.82 | $ 1.62 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Jan. 02, 2021 |
Inventories | ||
Raw materials and packaging | $ 94,799 | $ 87,843 |
Work-in-process | 145,102 | 95,207 |
Finished goods | 369,893 | 309,754 |
Inventories | $ 609,794 | $ 492,804 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, cost | $ 705,653 | $ 686,213 | |
Less: accumulated depreciation | (364,182) | (314,359) | |
Property, plant and equipment, net | 341,471 | 371,854 | |
Depreciation expense | 61,300 | 44,600 | $ 40,200 |
Land and improvements | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, cost | 24,914 | 25,015 | |
Building and improvements | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, cost | 149,583 | 159,454 | |
Machinery and equipment | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, cost | 410,504 | 393,583 | |
Office furniture, vehicles and computer equipment | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, cost | 89,091 | 84,936 | |
Construction-in-progress | |||
Information related to useful life of property, plant and equipment | |||
Property, plant and equipment, cost | $ 31,561 | $ 23,225 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Goodwill and Other Intangible Assets | |||
Amortization expense | $ 21,627 | $ 19,111 | $ 18,543 |
Amortizable Intangible Assets | |||
Gross Carrying Amount | 413,763 | 427,001 | |
Accumulated Amortization | 171,789 | 152,975 | |
Net Carrying Amount | 241,974 | 274,026 | |
Unamortizable Intangible Assets | |||
Goodwill | 644,871 | 644,747 | |
Future amortization expense | |||
2022 | 20,900 | ||
2023 | 20,800 | ||
2024 | 20,700 | ||
2025 | 20,700 | ||
2026 | 20,000 | ||
Acquisitions. | |||
Impairment of intangible assets | 23,088 | ||
Trademarks | |||
Unamortizable Intangible Assets | |||
Unamortizable intangible assets excluding goodwill | 1,685,145 | 1,697,300 | |
Trademarks | |||
Amortizable Intangible Assets | |||
Gross Carrying Amount | 6,800 | 20,100 | |
Accumulated Amortization | 3,929 | 5,597 | |
Net Carrying Amount | 2,871 | 14,503 | |
Customer Relationship Intangibles | |||
Amortizable Intangible Assets | |||
Gross Carrying Amount | 406,963 | 406,901 | |
Accumulated Amortization | 167,860 | 147,378 | |
Net Carrying Amount | $ 239,103 | $ 259,523 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 15, 2020 | Dec. 28, 2019 | Oct. 10, 2019 | Sep. 26, 2019 | Nov. 20, 2017 | Apr. 03, 2017 |
Information related to long-term debt | ||||||||
Outstanding principal | $ 2,286,625 | |||||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | 2,267,759 | $ 2,334,086 | ||||||
Revolving credit loans | ||||||||
Information related to long-term debt | ||||||||
Unamortized deferred financing costs | (3,700) | (4,600) | ||||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | 165,000 | 235,000 | ||||||
Tranche B Term Loan 2026 | ||||||||
Information related to long-term debt | ||||||||
Outstanding principal | 671,625 | 671,625 | $ 371,600 | |||||
Unamortized deferred financing costs | (5,133) | (6,052) | ||||||
Unamortized discount/premium | (3,814) | (4,507) | ||||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | 662,678 | 661,066 | ||||||
4.625% Senior Notes due 2021 | ||||||||
Information related to long-term debt | ||||||||
Interest rate (as a percent) | 4.625% | |||||||
5.25% Senior Notes due 2025 | ||||||||
Information related to long-term debt | ||||||||
Outstanding principal | 900,000 | 900,000 | ||||||
Unamortized deferred financing costs | (5,619) | (7,348) | ||||||
Unamortized discount/premium | 1,753 | 2,292 | ||||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | $ 896,134 | $ 894,944 | ||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | |||
5.25% Senior Notes due 2027 | ||||||||
Information related to long-term debt | ||||||||
Outstanding principal | $ 550,000 | $ 550,000 | $ 550,000 | |||||
Unamortized deferred financing costs | (6,053) | (6,924) | ||||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | $ 543,947 | $ 543,076 | ||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% |
Long-Term Debt, Activity (Detai
Long-Term Debt, Activity (Details) $ in Thousands | 12 Months Ended | ||||||||
Jan. 01, 2022USD ($)item | Jan. 02, 2021USD ($) | Dec. 16, 2020USD ($) | Dec. 15, 2020USD ($) | Dec. 28, 2019 | Oct. 10, 2019 | Sep. 26, 2019USD ($) | Nov. 20, 2017USD ($) | Apr. 03, 2017USD ($) | |
Information related to senior notes | |||||||||
Outstanding principal | $ 2,286,625 | ||||||||
Accrued Interest | |||||||||
Accrued interest | $ 20,700 | $ 20,900 | |||||||
LIBOR | |||||||||
Information related to senior notes | |||||||||
Interest rate added to variable base rate (as a percent) | 2.50% | ||||||||
Base rate | |||||||||
Information related to senior notes | |||||||||
Interest rate added to variable base rate (as a percent) | 1.00% | ||||||||
Tranche B Term Loans due 2022 | |||||||||
Loss on Extinguishment of Debt | |||||||||
Write-off of deferred debt financing costs | $ 1,200 | ||||||||
Revolving credit loans | |||||||||
Information related to senior notes | |||||||||
Maximum capacity available | $ 800,000 | $ 700,000 | |||||||
Outstanding letters of credit | 4,900 | ||||||||
Available borrowing capacity | $ 630,100 | ||||||||
Commitment fees (as a percent) | 0.50% | ||||||||
Number of quarters consolidated leverage ratio to be maintained | item | 4 | ||||||||
Revolving credit loans | Maximum | |||||||||
Information related to senior notes | |||||||||
Consolidated interest leverage ratio | 1.75 | ||||||||
Consolidated leverage ratio | 7 | ||||||||
Senior secured leverage ratio | 4 | ||||||||
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% | ||||||||
4.625% Senior Notes due 2021 | |||||||||
Information related to senior notes | |||||||||
Interest rate (as a percent) | 4.625% | ||||||||
5.25% Senior Notes due 2025 | |||||||||
Information related to senior notes | |||||||||
Debt issuance price (as a percent) | 101.00% | 100.00% | |||||||
Outstanding principal | $ 900,000 | $ 900,000 | |||||||
Principal amount of notes | $ 400,000 | $ 500,000 | |||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | 5.25% | 5.25% | ||||
5.25% Senior Notes due 2025 | Redemption period one | |||||||||
Information related to senior notes | |||||||||
Redemption price (as a percent) | 102.625% | ||||||||
5.25% Senior Notes due 2025 | Redemption period two | |||||||||
Information related to senior notes | |||||||||
Redemption price (as a percent) | 101.3125% | ||||||||
5.25% Senior Notes due 2025 | Redemption period three | |||||||||
Information related to senior notes | |||||||||
Redemption price (as a percent) | 100.00% | ||||||||
5.25% Senior Notes due 2027 | |||||||||
Information related to senior notes | |||||||||
Debt issuance price (as a percent) | 100.00% | ||||||||
Outstanding principal | $ 550,000 | $ 550,000 | $ 550,000 | ||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | ||||||
Percentage of principal amount redeemed or which may redeem | 40.00% | ||||||||
5.25% Senior Notes due 2027 | Redemption period one | |||||||||
Information related to senior notes | |||||||||
Redemption price (as a percent) | 103.938% | ||||||||
5.25% Senior Notes due 2027 | Redemption period five | |||||||||
Information related to senior notes | |||||||||
Redemption price (as a percent) | 100.00% | ||||||||
Tranche B Term Loan 2026 | |||||||||
Information related to senior notes | |||||||||
Increase in principal of debt | $ 300,000 | ||||||||
Debt issuance price (as a percent) | 99.00% | ||||||||
Outstanding principal | $ 671,625 | $ 671,625 | $ 371,600 |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) $ in Thousands | Jan. 01, 2022USD ($) |
Aggregate contractual maturities of long-term debt | |
2025 | $ 1,065,000 |
2026 | 671,625 |
Thereafter | 550,000 |
Outstanding principal | $ 2,286,625 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Financial assets and liabilities at fair value | |||
Term loans and senior notes, carrying value | $ 2,267,759 | $ 2,334,086 | |
Changes in level 3 | |||
Level 3 activity | 0 | $ 0 | $ 0 |
Tranche B Term Loans due 2026 | |||
Financial assets and liabilities at fair value | |||
Face amount of senior notes | $ 671,600 | ||
5.25% Senior Notes due 2025 | |||
Financial assets and liabilities at fair value | |||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% |
Face amount of senior notes | $ 900,000 | $ 900,000 | |
5.25% Senior Notes due 2027 | |||
Financial assets and liabilities at fair value | |||
Interest rate (as a percent) | 5.25% | 5.25% | |
Carrying Value | Revolving credit loans | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, carrying value | 165,000 | $ 235,000 | |
Carrying Value | Tranche B Term Loans due 2026 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, carrying value | 667,811 | 667,118 | |
Carrying Value | 5.25% Senior Notes due 2025 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, carrying value | 901,753 | 902,292 | |
Carrying Value | 5.25% Senior Notes due 2027 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, carrying value | 550,000 | 550,000 | |
Fair value measured on recurring basis | Fair Value | Revolving credit loans | Level 2 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, fair value | 165,000 | 235,000 | |
Fair value measured on recurring basis | Fair Value | Tranche B Term Loans due 2026 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, fair value | 666,141 | 665,450 | |
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2025 | Level 1 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, fair value | 920,915 | 931,616 | |
Fair value measured on recurring basis | Fair Value | 5.25% Senior Notes due 2027 | |||
Financial assets and liabilities at fair value | |||
Term loans and senior notes, fair value | $ 567,875 | $ 580,250 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Reclassification from AOCL | |||
Income tax expense | $ 26,291 | $ 45,374 | $ 29,303 |
Net income | (67,363) | (131,988) | (76,389) |
Defined benefit pension plan | Amount Reclassified from AOCL | |||
Reclassification from AOCL | |||
Total before tax | 1,648 | 1,288 | 861 |
Income tax expense | (403) | (334) | (211) |
Net income | 1,245 | 954 | 650 |
Amortization of unrecognized loss | Amount Reclassified from AOCL | |||
Reclassification from AOCL | |||
Total before tax | $ 1,648 | $ 1,288 | $ 861 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | $ 831,877 | $ 812,542 | $ 900,049 |
Net current period other comprehensive (loss) income | 17,425 | (3,700) | (8,392) |
Ending balance | 920,254 | 831,877 | 812,542 |
Defined benefit pension plan | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (27,631) | (24,761) | (12,224) |
Other comprehensive (loss) income before reclassifications | 17,042 | (3,824) | (13,187) |
Amounts reclassified from AOCL | 1,245 | 954 | 650 |
Net current period other comprehensive (loss) income | 18,287 | (2,870) | (12,537) |
Ending balance | (9,344) | (27,631) | (24,761) |
Foreign Currency Translation Adjustments | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (7,963) | (7,133) | (11,278) |
Other comprehensive (loss) income before reclassifications | (862) | (830) | 4,145 |
Net current period other comprehensive (loss) income | (862) | (830) | 4,145 |
Ending balance | (8,825) | (7,963) | (7,133) |
Accumulated Other Comprehensive Loss | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (35,594) | (31,894) | (23,502) |
Other comprehensive (loss) income before reclassifications | 16,180 | (4,654) | (9,042) |
Amounts reclassified from AOCL | 1,245 | 954 | 650 |
Net current period other comprehensive (loss) income | 17,425 | (3,700) | (8,392) |
Ending balance | $ (18,169) | $ (35,594) | $ (31,894) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Components of income before income tax expense | |||
U.S. | $ 94,953 | $ 160,214 | $ 101,110 |
Foreign | (1,299) | 17,148 | 4,582 |
Income before income tax expense | 93,654 | 177,362 | 105,692 |
Current: | |||
Federal | 11,165 | (2,763) | 1,650 |
State | 3,703 | 2,883 | 3,872 |
Foreign | 4,154 | 2,641 | 3,366 |
Subtotal | 19,022 | 2,761 | 8,888 |
Deferred: | |||
Federal | 9,760 | 35,209 | 19,541 |
State | 1,827 | 4,582 | 3,005 |
Foreign | (4,318) | 2,822 | (2,131) |
Subtotal | 7,269 | 42,613 | 20,415 |
Income tax expense (benefit) | $ 26,291 | $ 45,374 | $ 29,303 |
Income Taxes - Tax Reconciliati
Income Taxes - Tax Reconciliation (Details) | Jan. 01, 2018 | Dec. 31, 2017 | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes | ||||||||
Expected tax expense (as a percent) | 21.00% | 35.00% | 21.00% | 21.00% | 21.00% | 35.00% | 35.00% | 35.00% |
[Increase (decrease)]: | ||||||||
State income taxes, net of federal income tax benefit (as a percent) | 5.10% | 3.20% | 5.20% | |||||
Foreign income taxes (as a percent) | 1.60% | 1.50% | 1.40% | |||||
Permanent differences (as a percent) | 0.30% | 1.30% | 0.30% | |||||
Impact on deferred taxes from changes in state tax rates (as a percent) | (0.40%) | 0.70% | 0.60% | |||||
Impact of U.S. CARES Act | (1.40%) | |||||||
Foreign tax credit (as a percent) | (0.20%) | (0.60%) | (0.30%) | |||||
Other (as a percent) | (0.70%) | 0.10% | 0.50% | |||||
Total (as a percent) | 28.10% | 25.60% | 27.70% |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Income Taxes | |||
Tax expense/(benefit) resulting from changes in state apportionments or state tax laws | $ (400) | $ (400) | $ 800 |
Deferred tax assets: | |||
Accounts receivable, principally due to allowance | 25 | 25 | |
Inventories, principally due to additional costs capitalized for tax purposes | 4,225 | 2,830 | |
Operating lease liabilities | 16,688 | 8,006 | |
Accrued expenses and other liabilities | 14,285 | 13,065 | |
Net operating losses and tax credit carry forwards | 4,773 | 5,196 | |
Interest expense deductions limitation | 1,907 | 57 | 7,400 |
Unrealized losses | 69 | 77 | |
Subtotal | 41,972 | 29,256 | |
Valuation allowance | (2,528) | (2,703) | (1,700) |
Total | 39,444 | 26,553 | |
Deferred tax liabilities: | |||
Property, plant and equipment | (30,412) | (34,935) | |
Goodwill and other intangible assets | (284,376) | (261,512) | |
Prepaid expenses and other assets | (10,629) | (11,589) | |
Operating lease right-of-use assets | (16,122) | (7,460) | |
Total | (341,539) | (315,496) | |
Net deferred tax liabilities | (302,095) | (288,943) | |
Valuation allowance | 2,528 | 2,703 | 1,700 |
Reserve for uncertain tax position | $ 500 | $ 800 | |
Intangibles for tax purposes | $ 1,164,700 |
Income Taxes, U.S. Tax Act (Det
Income Taxes, U.S. Tax Act (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Mar. 28, 2020 | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2014 |
U.S. federal corporate income tax rate (as a percent) | 21.00% | 35.00% | 21.00% | 21.00% | 21.00% | 35.00% | 35.00% | 35.00% | |
Consolidated effective tax rate | 28.10% | 25.60% | 27.70% | ||||||
Blended state rate | $ (400) | $ (400) | $ 800 | ||||||
Increase in taxable income as a result of limitation | 7,800 | 30,200 | |||||||
Deferred tax asset as a result of interest expense deductions limitation | $ 1,907 | 57 | $ 7,400 | ||||||
C O V I D 19 Pandemic | |||||||||
Benefit related to tax rate differential | $ 2,300 | 2,600 | |||||||
Tax refund | $ 7,200 |
Capital Stock (Details)
Capital Stock (Details) | Jan. 01, 2022item |
Capital Stock | |
Number of votes to which holders of common shares are entitled for each share held | 1 |
Capital Stock - Stock Repurchas
Capital Stock - Stock Repurchases Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 01, 2022 | Dec. 28, 2019 | Aug. 23, 2021 | Mar. 09, 2021 | |
Stockholders' Equity | ||||
Value of stock authorized for repurchase | $ 50,000 | |||
Available for future repurchases (in dollars) | $ 50,000 | |||
Proceeds from issuance of common stock, net | $ 110,229 | |||
Maximum | ||||
Stockholders' Equity | ||||
Value of stock authorized for repurchase | $ 7,500 | |||
Common Stock | ||||
Stockholders' Equity | ||||
Stock repurchased (in shares) | 1,737,887 | |||
Net issuance of common stock (in shares) | 3,695,706 | |||
ATM Equity Offering | ||||
Stockholders' Equity | ||||
Net issuance of common stock (in shares) | 3,695,706 | |||
Proceeds from issuance of common stock, net | $ 112,500 | |||
Shares Issued, Price Per Share | $ 30.44 | |||
Payment of sales agents commission | $ 2,200 | |||
Deferred fees and expenses | $ 400 |
Pension Benefits (Details)
Pension Benefits (Details) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022USD ($)plan | Jan. 02, 2021USD ($) | Dec. 28, 2019USD ($) | |
Pension Benefits | |||
Number of defined benefit pension plans sponsored by company | plan | 4 | ||
Percentage of employees covered by defined benefit pension plans | 32.70% | ||
Number of defined benefit pension plans sponsored by company for union employees | plan | 3 | ||
Number of defined benefit pension plans sponsored by company for salaried and certain hourly employees | plan | 1 | ||
Employer contributions | $ 2,500 | $ 11,000 | |
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | 204,242 | 175,364 | |
Actuarial (gain) loss | (12,527) | 19,306 | |
Service cost | 10,434 | 8,622 | $ 7,140 |
Interest cost | 4,847 | 5,345 | 5,734 |
Benefits paid | (5,134) | (4,395) | |
Projected benefit obligation at end of year | 201,862 | 204,242 | 175,364 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 169,221 | 139,289 | |
Actual return on plan assets | 20,985 | 23,327 | |
Employer contributions | 2,500 | 11,000 | |
Benefits paid | (5,134) | (4,395) | |
Fair value of plan assets at end of year | 187,572 | 169,221 | $ 139,289 |
Net amount recognized: | |||
Other assets | 2,071 | 587 | |
Other long-term liabilities | (16,361) | (35,608) | |
Funded status at the end of the year | (14,290) | (35,021) | |
Amount recognized in accumulated other comprehensive loss consists of: | |||
Actuarial loss | (16,087) | (40,308) | |
Deferred taxes | 6,743 | 12,677 | |
Accumulated other comprehensive loss | (9,344) | (27,631) | |
Accumulated benefit obligations | 189,500 | 190,600 | |
Accumulated benefit obligation in excess of plan assets | 108,775 | 184,278 | |
Fair value of plan assets | 104,757 | 162,267 | |
Projected benefit obligation | 121,117 | 197,875 | |
Fair value of plan assets | $ 104,757 | $ 162,267 |
Pension Benefits - Net Periodic
Pension Benefits - Net Periodic Pension Cost, AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Weighted-average assumptions | |||
Rate of compensation increase (as a percent) | 3.00% | 3.00% | |
Expected long-term rate of return (as a percent) | 7.00% | 6.50% | |
Components of net periodic pension cost | |||
Service cost-benefits earned during the period | $ 10,434 | $ 8,622 | $ 7,140 |
Interest cost on projected benefit obligation | 4,847 | 5,345 | 5,734 |
Expected return on plan assets | (10,939) | (9,187) | (7,750) |
Amortization of unrecognized loss | 1,648 | 1,288 | 861 |
Net periodic pension cost | $ 5,990 | $ 6,068 | $ 5,985 |
Minimum | |||
Weighted-average assumptions | |||
Discount rate (as a percent) | 2.62% | 2.23% | |
Maximum | |||
Weighted-average assumptions | |||
Discount rate (as a percent) | 2.78% | 2.46% |
Pension Benefits - Changes in A
Pension Benefits - Changes in Amounts Recorded In Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of unrecognized loss | $ (1,648) | $ (1,288) | $ (861) |
Other comprehensive income | 17,425 | (3,700) | (8,392) |
ASU 2017-07 | Impact of Adoption | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net (loss)/ gain | 22,573 | (5,167) | (17,504) |
Amortization of unrecognized loss | 1,648 | 1,288 | 861 |
Other comprehensive income | $ 24,221 | $ (3,879) | $ (16,643) |
Pension Benefits - Reclassifica
Pension Benefits - Reclassification (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Pension Benefits | |||
Selling, general and administrative expenses | $ 196,172 | $ 186,191 | $ 160,745 |
Other income | $ 4,464 | $ 2,558 | $ 1,159 |
Pension Benefits - Investment A
Pension Benefits - Investment Allocation (Details) | Jan. 01, 2022 | Jan. 02, 2021 |
Pension Benefits | ||
Target Allocation (as a percent) | 100.00% | |
Percentage of Plan Assets at Year End | 100.00% | 100.00% |
Equity securities | ||
Pension Benefits | ||
Target Allocation (as a percent) | 70.00% | |
Percentage of Plan Assets at Year End | 64.00% | 65.00% |
Fixed income securities | ||
Pension Benefits | ||
Target Allocation (as a percent) | 30.00% | |
Percentage of Plan Assets at Year End | 32.00% | 31.00% |
Other | ||
Pension Benefits | ||
Percentage of Plan Assets at Year End | 4.00% | 4.00% |
Pension Benefits - Fair Value C
Pension Benefits - Fair Value Common Stock (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 |
Pension Benefits | |||
Fair value of pension plan assets | $ 187,572 | $ 169,221 | $ 139,289 |
Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 187,572 | 169,221 | |
Cash | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 6,692 | 6,847 | |
U.S. mutual funds | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 19,156 | 60,630 | |
Foreign mutual funds | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 25,182 | 15,328 | |
U.S. common stocks | |||
Pension Benefits | |||
U.S. common stocks invested in B&G Foods, Inc. | 12,200 | 11,000 | |
U.S. common stocks | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 74,981 | 33,349 | |
Foreign common stocks | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | 864 | 1,231 | |
U.S mutual funds | Level 1 | |||
Pension Benefits | |||
Fair value of pension plan assets | $ 60,697 | $ 51,836 |
Pension Benefits - Multi-Employ
Pension Benefits - Multi-Employer Defined Benefit Pension Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Benefit payments | |||
2022 | $ 5,215 | ||
2023 | 5,557 | ||
2024 | 5,972 | ||
2025 | 6,473 | ||
2026 | 7,166 | ||
2027 to 2031 | 44,306 | ||
Pension Plans | |||
Matching component of contribution by employer to defined contribution plan | $ 3,800 | $ 2,800 | $ 1,900 |
Multi-Employer Defined Benefit Pension Plan | |||
Maximum contribution to multi-employer plan (as a percent) | 5.00% | ||
Contribution to the multi-employer plan | $ 600 | 1,000 | 900 |
Defined benefit plan, withdrawal liability | $ 13,900 | ||
Defined benefit plan withdrawal liability payout period | 20 years | ||
Defined benefit plan, withdrawal liability, annual installments | $ 900 | ||
Maximum | |||
Multi-Employer Defined Benefit Pension Plan | |||
Surcharges paid | $ 300 | $ 400 | $ 300 |
Leases (Details)
Leases (Details) | 12 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 5 years 6 months | 4 years 9 months 18 days |
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 | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 01, 2020 | May 15, 2019 | Jan. 01, 2019 |
Operating lease right-of-use assets | $ 65,166 | $ 32,216 | $ 39,600 | ||
Current portion of operating lease liabilities | 12,420 | 11,034 | |||
Long-term operating lease liabilities, net of current portion | 55,607 | 23,959 | |||
Total operating lease liabilities | $ 68,027 | $ 34,993 | $ 42,600 | ||
Crisco Acquisition | |||||
Operating lease right-of-use assets | $ 1,600 | ||||
Total operating lease liabilities | $ 1,600 | ||||
Clabber Girl Corporation | |||||
Operating lease right-of-use assets | $ 7,900 | ||||
Total operating lease liabilities | $ 8,300 |
Leases - Supplemental informati
Leases - Supplemental information related to leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 03, 2021 | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Leases | ||||
Operating cash flows - Cash paid for amounts included in the measurement of operating lease liabilities | $ 13,887 | $ 12,420 | $ 11,670 | |
Cost of goods sold | 4,792 | 4,055 | 3,508 | |
Selling, general and administrative expenses | 9,180 | 7,904 | 7,888 | |
Total lease costs | $ 14,000 | 13,972 | 11,959 | 11,396 |
Rent expense | $ 16,100 | $ 14,900 | $ 13,400 |
Leases - Lease term and discoun
Leases - Lease term and discount rate for our ROU (Details) | Jan. 01, 2022 | Jan. 02, 2021 |
Leases | ||
Weighted average remaining lease term (years) | 5 years 6 months | 4 years 9 months 18 days |
Weighted average discount rate | 2.61% | 3.94% |
Leases - Maturity of lease liab
Leases - Maturity of lease liabilities (Topic 842) (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Jan. 02, 2021 | Jan. 01, 2019 |
Leases | |||
2022 | $ 13,994 | ||
2023 | 13,839 | ||
2024 | 12,984 | ||
2025 | 12,599 | ||
2026 | 9,198 | ||
Thereafter | 10,274 | ||
Total undiscounted future minimum lease payments | 72,888 | ||
Less: Imputed interest | (4,861) | ||
Total present value of future operating lease liabilities | $ 68,027 | $ 34,993 | $ 42,600 |
Commitments and Contingencies -
Commitments and Contingencies - Collective Bargaining (Details) | 12 Months Ended |
Jan. 01, 2022employee | |
Information related to Collective Bargaining Agreements | |
Number of employees | 2,847 |
Number of employees covered under collective bargaining agreements | |
Information related to Collective Bargaining Agreements | |
Number of employees | 1,720 |
Percentage of employees | 60.40% |
Number of employees covered under collective bargaining agreements expiring with next 12 months | |
Information related to Collective Bargaining Agreements | |
Collective bargaining agreements expiration period | 12 months |
Incentive Plans (Details)
Incentive Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Annual bonus accrual | $ 2 | $ 14.8 |
2008 Omnibus Incentive Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total number of shares of common stock authorized for awards | 4,500,000 | |
Shares of common stock available for future awards | 1,349,384 | |
Performance shares | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Performance period | 3 years | |
Performance shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage of target number of shares that may be earned | 50.00% | |
Performance shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage of target number of shares that may be earned | 200.00% |
Incentive Plans - Stock Options
Incentive Plans - Stock Options (Details) - Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 01, 2022 | Jan. 02, 2021 | |
Options | ||
Outstanding at beginning of fiscal period (in shares) | 1,030,667 | |
Granted (in shares) | 327,592 | |
Exercised (in shares) | (467,152) | |
Forfeited (in shares) | (37,627) | |
Expired (in shares) | (64,254) | |
Outstanding at end of quarter (in shares) | 789,226 | 1,030,667 |
Exercisable at end of fiscal 2016 (In shares) | 542,315 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of fiscal period (in dollar per share) | $ 31.41 | |
Granted (in dollars per share) | 32.56 | |
Exercised (in dollars per share) | 31.71 | |
Forfeited (in dollars per share) | 26.80 | |
Expired (in dollars per share) | 32.41 | |
Outstanding at end of quarter (in dollar per share) | 31.86 | $ 31.41 |
Exercisable at end of quarter ( in dollars per share) | $ 30.98 | |
Weighted Average Contractual Life Remaining (Years) | ||
Weighted Average Contractual Life Remaining (Years) | 7 years 10 days | 5 years 6 months |
Exercisable, Weighted Average Contractual Life Remaining (Years) | 5 years 11 months 4 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ 1,245 | $ 591 |
Exercisable, Aggregate Intrinsic Value | $ 1,235 | |
Assumptions: | ||
Weighted average grant date fair value (in dollars per share) | $ 6.03 | $ 4.51 |
Expected volatility (as a percent) | 45.40% | |
Expected term | 5 years 6 months | |
Risk-free interest rate (as a percent) | 0.40% | |
Dividend yield (as a percent) | 7.90% | |
Minimum | ||
Assumptions: | ||
Expected term | 5 years | |
Maximum | ||
Assumptions: | ||
Expected term | 6 years 6 months |
Incentive Plans - Performance (
Incentive Plans - Performance (Details) | 12 Months Ended |
Jan. 01, 2022$ / sharesshares | |
Performance shares | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 986,223 |
Granted (in shares) | shares | 450,104 |
Vested (in shares) | shares | (86,523) |
Forfeited (in shares) | shares | (209,423) |
Balance at the end of the period (in shares) | shares | 1,140,381 |
Weighted Average Grant Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 15.56 |
Granted (in dollars per share) | $ / shares | 28.71 |
Vested (in dollars per share) | $ / shares | 21.36 |
Forfeited (in dollars per share) | $ / shares | 16.82 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 20.08 |
Performance shares | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Percentage of target number of shares that may be earned | 50.00% |
Performance shares | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Percentage of target number of shares that may be earned | 200.00% |
Percentage of target number of shares that may be earned, Maximum | 233.333% |
Restricted Stock | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 97,359 |
Granted (in shares) | shares | 38,098 |
Vested (in shares) | shares | (59,867) |
Forfeited (in shares) | shares | (1,129) |
Balance at the end of the period (in shares) | shares | 74,461 |
Weighted Average Grant Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 18.22 |
Granted (in dollars per share) | $ / shares | 32.86 |
Vested (in dollars per share) | $ / shares | 19.30 |
Forfeited (in dollars per share) | $ / shares | 22.72 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 24.78 |
Incentive Plans - Other Vested
Incentive Plans - Other Vested (Details) - shares | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Net shares of common stock issued | 573,086 | 208,210 | 143,835 |
Performance shares | |||
Share based compensation expense related to long-term incentive plans | |||
Number of performance shares vested | 86,523 | ||
Performance shares | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Number of performance shares vested | 86,523 | 102,893 | |
Shares withheld for tax withholding | (35,281) | (36,965) | |
Net shares of common stock issued | 51,242 | 65,928 | |
Stock Option | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Net shares of common stock issued | 467,152 | 88,291 | |
Restricted Stock | |||
Share based compensation expense related to long-term incentive plans | |||
Number of performance shares vested | 59,867 | ||
Restricted Stock | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Shares withheld for tax withholding | (21,528) | (3,813) | |
Cancellation of restricted stock upon forfeiture (in shares) | (1,129) | ||
Restricted Stock | Employee | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Net shares of common stock issued | 38,098 | 76,440 | 32,059 |
Annual Equity Grants | Non-Employee Directors | Non-employee director | Common Class A [Member] | |||
Share based compensation expense related to long-term incentive plans | |||
Net shares of common stock issued | 39,251 | 47,292 | 45,848 |
Incentive Plans - Share-based p
Incentive Plans - Share-based payments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 28, 2020USD ($) | Dec. 28, 2019 | Jun. 29, 2019USD ($) | Jan. 01, 2022USD ($) | Jan. 02, 2021USD ($)personshares | Dec. 28, 2019USD ($) | |
Compensation expense | ||||||
Share-based compensation expense | $ 5,383 | $ 10,618 | $ 2,594 | |||
Non-Employee Directors | ||||||
Compensation expense | ||||||
Number of vested options held | shares | 48,727 | |||||
Number Of Non-Employee Directors Exercising Vested Options | person | 2 | |||||
Retired Executives [Member] | ||||||
Compensation expense | ||||||
Number Of Retired Executive Officers With Options With Extended Periods | person | 3 | |||||
Number Of Retired Executive Officers With Unvested Options With Extended Periods | person | 1 | |||||
Performance shares | LTIA 2019-2022 Plan [Member] | ||||||
Compensation expense | ||||||
Unrecognized compensation expense, other than stock option | $ 1,100 | |||||
Restricted Stock | ||||||
Compensation expense | ||||||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 6 months | |||||
Restricted Stock | LTIA 2019-2022 Plan [Member] | ||||||
Compensation expense | ||||||
Unrecognized compensation expense, other than stock option | $ 1,200 | |||||
Stock Option | ||||||
Compensation expense | ||||||
Additional pre-tax share based compensation expense | $ 100 | $ 700 | ||||
Vested Options With Extended Time Period | shares | 578,149 | |||||
Unvested Options With Extended Time Period | shares | 31,384 | |||||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 4 months 24 days | |||||
Stock Option | LTIA 2019-2022 Plan [Member] | ||||||
Compensation expense | ||||||
Unrecognized compensation expense | $ 1,300 | |||||
Stock Option | Retired Executives [Member] | ||||||
Compensation expense | ||||||
Vested options, extended post-retirement exercise period | 3 years | 180 days | ||||
Cost of Sales | ||||||
Compensation expense | ||||||
Share-based compensation expense | 910 | $ 2,165 | 307 | |||
Selling, General and Administrative Expenses | ||||||
Compensation expense | ||||||
Share-based compensation expense | $ 4,473 | $ 8,453 | $ 2,287 |
Net Sales by Brand (Details)
Net Sales by Brand (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Brand | |||
Net sales | $ 2,056,264 | $ 1,967,909 | $ 1,660,414 |
Specific brand sale to total sale (as a percent) | 3.00% | ||
Green Giant - frozen | |||
Brand | |||
Net sales | $ 353,038 | 410,645 | 363,240 |
Crisco | |||
Brand | |||
Net sales | 293,411 | 27,792 | |
Spices and Seasonings | |||
Brand | |||
Net sales | 269,525 | 261,495 | 249,374 |
Ortega | |||
Brand | |||
Net sales | 151,168 | 158,267 | 140,444 |
Green Giant - shelf stable | |||
Brand | |||
Net sales | 145,367 | 175,679 | 124,706 |
Maple Grove Farms of Vermont | |||
Brand | |||
Net sales | 81,186 | 76,665 | 70,557 |
Clabber Girl | |||
Brand | |||
Net sales | 79,576 | 97,508 | 53,638 |
Dash | |||
Brand | |||
Net sales | 72,641 | 72,244 | 58,781 |
Cream of Wheat | |||
Brand | |||
Net sales | 67,304 | 72,824 | 59,893 |
All other brands | |||
Brand | |||
Net sales | $ 543,048 | $ 614,790 | $ 539,781 |
Workforce Reduction, Retireme_2
Workforce Reduction, Retirement Expenses and Separation Expenses (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jan. 02, 2021USD ($)item | Jan. 01, 2022USD ($) | Jan. 02, 2021USD ($)item | Dec. 28, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Number of employees retirement agreements | item | 2 | 2 | ||
Separation of former president and chief executive officer | Employee severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related charges | $ 4.2 | |||
Severance Costs | 1.7 | $ 1.6 | ||
Severance additional charges | $ 2.5 | 2.5 | ||
Reduced employee expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related charges | 2.4 | |||
Severance Costs | $ 0.1 | $ 0.8 | $ 1.5 |
Assets Held for Sale and Rela_3
Assets Held for Sale and Related Severance and Other Expenses (Details) $ in Millions | 3 Months Ended | ||
Oct. 02, 2021USD ($) | Jan. 01, 2022employee | Aug. 30, 2021a | |
Restructuring Cost and Reserve [Line Items] | |||
Area of property held for sale | a | 13.5 | ||
Number of employees | employee | 86 | ||
Move manufacturing operations of B&M, Underwood | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | $ 16.2 | ||
Multi-Employer Pension Plan Withdrawal Liability [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | 13.9 | ||
Employee severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | $ 2.3 |
Assets Held for Sale and Rela_4
Assets Held for Sale and Related Severance and Other Expenses - Portland facility (Details) $ in Thousands | Jan. 01, 2022USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Assets held for sale | $ 3,256 |
Held for sale | Portland, Maine manufacturing facility | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Property, plant and equipment, net | 3,756 |
Less: Deposit for assets held for sale | (500) |
Assets held for sale | $ 3,256 |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Quarterly Financial Data (unaudited) | |||
Net sales | $ 2,056,264 | $ 1,967,909 | $ 1,660,414 |
Gross profit | 436,966 | 481,740 | 383,124 |
Net income | $ 67,363 | $ 131,988 | $ 76,389 |
Basic earnings per share (in dollars per share) | $ 1.03 | $ 2.06 | $ 1.17 |
Diluted earnings per share (in dollars per share) | 1.02 | 2.04 | 1.17 |
Cash dividends declared per share | $ 1.90 | $ 1.90 | $ 1.90 |
Schedule II Schedule of Valua_2
Schedule II Schedule of Valuation and Qualifying Accounts (Details) - Allowance for doubtful accounts and discounts - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Changes in Valuation and Qualifying Accounts | |||
Balance at beginning of period | $ 1,739 | $ 1,794 | $ 1,851 |
Charged to costs and expenses | 299 | 20 | 219 |
Deductions | 41 | 75 | 276 |
Balance at end of period | $ 1,997 | $ 1,739 | $ 1,794 |