Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 02, 2022 | Jul. 29, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 02, 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 $0.01 per share | |
Trading Symbol | BGS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 71,670,346 | |
Entity Central Index Key | 0001278027 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 43,026 | $ 33,690 |
Trade accounts receivable, net | 149,168 | 145,281 |
Inventories | 667,668 | 609,794 |
Assets held for sale | 3,256 | |
Prepaid expenses and other current assets | 42,261 | 38,151 |
Income tax receivable | 14,637 | 4,284 |
Total current assets | 916,760 | 834,456 |
Property, plant and equipment, net of accumulated depreciation of $361,343 and $364,182 as of July 2, 2022 and January 1, 2022, respectively | 336,429 | 341,471 |
Operating lease right-of-use assets | 73,230 | 65,166 |
Finance lease right-of-use assets | 3,420 | |
Goodwill | 649,105 | 644,871 |
Other intangible assets, net | 1,920,656 | 1,927,119 |
Other assets | 7,171 | 6,916 |
Deferred income taxes | 10,151 | 8,546 |
Total assets | 3,916,922 | 3,828,545 |
Current liabilities: | ||
Trade accounts payable | 164,118 | 129,861 |
Accrued expenses | 65,631 | 66,901 |
Current portion of operating lease liabilities | 15,222 | 12,420 |
Current portion of finance lease liabilities | 1,034 | |
Income tax payable | 16 | 2,557 |
Dividends payable | 34,043 | 32,548 |
Total current liabilities | 280,064 | 244,287 |
Long-term debt | 2,292,139 | 2,267,759 |
Deferred income taxes | 312,778 | 310,641 |
Long-term operating lease liabilities, net of current portion | 58,459 | 55,607 |
Long-term finance lease liabilities, net of current portion | 2,320 | |
Other liabilities | 30,981 | 29,997 |
Total liabilities | 2,976,741 | 2,908,291 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding | ||
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 71,670,346 and 68,521,651 shares issued and outstanding as of July 2, 2022 and January 1, 2022, respectively | 717 | 685 |
Additional paid-in capital | 29,632 | 3,547 |
Accumulated other comprehensive loss | (19,170) | (18,169) |
Retained earnings | 929,002 | 934,191 |
Total stockholders' equity | 940,181 | 920,254 |
Total liabilities and stockholders' equity | $ 3,916,922 | $ 3,828,545 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Consolidated Balance Sheets | ||
Property, plant and equipment, accumulated depreciation (in dollars) | $ 361,343 | $ 364,182 |
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 | 71,670,346 | 68,521,651 |
Common stock, shares outstanding | 71,670,346 | 68,521,651 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Consolidated Statements of Operations | ||||
Net sales | $ 478,965 | $ 464,375 | $ 1,011,372 | $ 969,509 |
Cost of goods sold | 402,468 | 352,785 | 833,587 | 740,125 |
Gross profit | 76,497 | 111,590 | 177,785 | 229,384 |
Operating (income) and expenses: | ||||
Selling, general and administrative expenses | 44,197 | 47,076 | 91,037 | 97,455 |
Amortization expense | 5,359 | 5,399 | 10,582 | 10,835 |
Gain on sale of assets | 7,099 | |||
Operating income | 26,941 | 59,115 | 83,265 | 121,094 |
Other income and expenses: | ||||
Interest expense, net | 29,941 | 26,713 | 56,743 | 53,682 |
Other income | (1,848) | (1,117) | (3,687) | (2,208) |
Income (loss) before income tax expense (benefit) | (1,152) | 33,519 | 30,209 | 69,620 |
Income tax expense (benefit) | (1,408) | 8,968 | 6,297 | 18,191 |
Net income | $ 256 | $ 24,551 | $ 23,912 | $ 51,429 |
Weighted average shares outstanding: | ||||
Basic | 69,903,828 | 64,776,532 | 69,266,967 | 64,679,761 |
Diluted | 70,286,333 | 65,409,844 | 69,651,605 | 65,309,780 |
Earnings per Share | ||||
Basic | $ 0.38 | $ 0.35 | $ 0.80 | |
Diluted | 0.38 | 0.34 | 0.79 | |
Cash dividends declared per share | $ 0.475 | $ 0.475 | $ 0.950 | $ 0.950 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Consolidated Statements of Comprehensive Income | ||||
Net income | $ 256 | $ 24,551 | $ 23,912 | $ 51,429 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (3,721) | 3,896 | (1,042) | 3,400 |
Amortization of unrecognized prior service cost and pension deferrals, net of tax | 20 | 304 | 41 | 638 |
Other comprehensive income (loss) | (3,701) | 4,200 | (1,001) | 4,038 |
Comprehensive income (loss) | $ (3,445) | $ 28,751 | $ 22,911 | $ 55,467 |
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 Jan. 02, 2021 | $ 643 | $ (35,594) | $ 866,828 | $ 831,877 | |
Balance (in shares) at Jan. 02, 2021 | 64,252,859 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (496) | (496) | |||
Change in pension benefit (net of of income taxes) | 334 | 334 | |||
Net income | 26,878 | 26,878 | |||
Share-based compensation | $ 432 | 432 | |||
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) | 82,214 | ||||
Cancellation of restricted stock for tax withholding upon vesting | (620) | (620) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (21,462) | ||||
Stock options exercised | $ 4 | 14,048 | 14,052 | ||
Stock options exercised (in shares) | 438,900 | ||||
Dividends declared on common stock | (12,773) | (17,984) | (30,757) | ||
Ending balance at Apr. 03, 2021 | $ 648 | (35,756) | 875,722 | 840,614 | |
Balance (in shares) at Apr. 03, 2021 | 64,752,511 | ||||
Beginning balance at Jan. 02, 2021 | $ 643 | (35,594) | 866,828 | 831,877 | |
Balance (in shares) at Jan. 02, 2021 | 64,252,859 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 3,400 | ||||
Change in pension benefit (net of of income taxes) | 638 | ||||
Net income | 51,429 | ||||
Ending balance at Jul. 03, 2021 | $ 648 | (31,556) | 872,513 | 841,605 | |
Balance (in shares) at Jul. 03, 2021 | 64,825,078 | ||||
Beginning balance at Jan. 02, 2021 | $ 643 | (35,594) | 866,828 | 831,877 | |
Balance (in shares) at Jan. 02, 2021 | 64,252,859 | ||||
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 | |||
Beginning balance at Apr. 03, 2021 | $ 648 | (35,756) | 875,722 | $ 840,614 | |
Balance (in shares) at Apr. 03, 2021 | 64,752,511 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 3,896 | 3,896 | |||
Change in pension benefit (net of of income taxes) | 304 | 304 | |||
Net income | 24,551 | 24,551 | |||
Share-based compensation | 2,305 | 2,305 | |||
Net issuance of common stock for share-based compensation (in shares) | 46,377 | ||||
Cancellation of restricted stock for tax withholding upon vesting | (3) | (3) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (66) | ||||
Cancellation of restricted stock upon forfeiture (in shares) | (956) | ||||
Stock options exercised | 730 | 730 | |||
Stock options exercised (in shares) | 27,212 | ||||
Dividends declared on common stock | (3,032) | (27,760) | (30,792) | ||
Ending balance at Jul. 03, 2021 | $ 648 | (31,556) | 872,513 | 841,605 | |
Balance (in shares) at Jul. 03, 2021 | 64,825,078 | ||||
Beginning 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 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | 2,679 | $ 2,679 | |||
Change in pension benefit (net of of income taxes) | 21 | 21 | |||
Net income | 23,656 | 23,656 | |||
Share-based compensation | 791 | 791 | |||
Net issuance of common stock for share-based compensation | $ 3 | (3,707) | (3,704) | ||
Net issuance of common stock for share-based compensation (in shares) | 261,014 | ||||
Cancellation of restricted stock for tax withholding upon vesting | (298) | (298) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (10,871) | ||||
Cancellation of restricted stock upon forfeiture (in shares) | (573) | ||||
Issuance of common stock in ATM offering | $ 1 | 3,227 | 3,228 | ||
Issuance of common stock in ATM offering (in shares) | 112,353 | ||||
Stock options exercised | 60 | 60 | |||
Stock options exercised (in shares) | 2,227 | ||||
Dividends declared on common stock | (3,620) | (29,101) | (32,721) | ||
Ending balance at Apr. 02, 2022 | $ 689 | (15,469) | 928,746 | 913,966 | |
Balance (in shares) at Apr. 02, 2022 | 68,885,801 | ||||
Beginning 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 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | $ (1,042) | ||||
Change in pension benefit (net of of income taxes) | 41 | ||||
Net income | 23,912 | ||||
Ending balance at Jul. 02, 2022 | $ 717 | 29,632 | (19,170) | 929,002 | $ 940,181 |
Balance (in shares) at Jul. 02, 2022 | 71,670,346 | 71,670,346 | |||
Beginning balance at Apr. 02, 2022 | $ 689 | (15,469) | 928,746 | $ 913,966 | |
Balance (in shares) at Apr. 02, 2022 | 68,885,801 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Foreign currency translation | (3,721) | (3,721) | |||
Change in pension benefit (net of of income taxes) | 20 | 20 | |||
Net income | 256 | 256 | |||
Share-based compensation | 1,924 | 1,924 | |||
Net issuance of common stock for share-based compensation (in shares) | 47,335 | ||||
Cancellation of restricted stock for tax withholding upon vesting | (28) | (28) | |||
Cancellation of restricted stock for tax withholding upon vesting (in shares) | (1,250) | ||||
Cancellation of restricted stock upon forfeiture (in shares) | (1,108) | ||||
Issuance of common stock in ATM offering | $ 28 | 61,780 | 61,808 | ||
Issuance of common stock in ATM offering (in shares) | 2,739,568 | ||||
Dividends declared on common stock | (34,044) | (34,044) | |||
Ending balance at Jul. 02, 2022 | $ 717 | $ 29,632 | $ (19,170) | $ 929,002 | $ 940,181 |
Balance (in shares) at Jul. 02, 2022 | 71,670,346 | 71,670,346 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Jul. 02, 2022 | Apr. 02, 2022 | Jul. 03, 2021 | Apr. 03, 2021 | |
Consolidated Statements of Changes in Stockholders' Equity | ||||
Change in pension benefit, income taxes | $ 6 | $ 7 | $ 99 | $ 108 |
Dividends declared on common stock, per share (in dollars per share) | $ 0.475 | $ 0.475 | $ 0.475 | $ 0.475 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Cash flows from operating activities: | |||||
Net income | $ 23,912 | $ 51,429 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 40,299 | 40,529 | |||
Amortization of operating lease right-of-use assets | $ 4,313 | $ 3,389 | 8,173 | 6,547 | |
Amortization of deferred debt financing costs and bond discount/premium | 2,346 | 2,289 | |||
Deferred income taxes | 530 | 11,370 | |||
Gain on sale of assets | 7,113 | 30 | |||
Share-based compensation expense | 2,248 | 2,125 | |||
Changes in assets and liabilities, net of effects of businesses acquired: | |||||
Trade accounts receivable | (4,081) | 11,372 | |||
Inventories | (56,632) | (38,653) | |||
Prepaid expenses and other current assets | (1,977) | (5) | |||
Income tax receivable/payable, net | (12,923) | 5,721 | |||
Other assets | (887) | (115) | |||
Trade accounts payable | 35,481 | (912) | |||
Accrued expenses | (9,290) | (26,343) | |||
Other liabilities | 1,041 | 641 | |||
Net cash [provided by] operating activities | 21,127 | 65,965 | |||
Cash flows from investing activities: | |||||
Capital expenditures | (13,200) | (19,813) | |||
Proceeds from sales of assets | 10,429 | 126 | |||
Payments for acquisition of businesses, net of cash acquired | (27,290) | ||||
Net cash used in investing activities | (30,061) | (19,687) | |||
Cash flows from financing activities: | |||||
Repayments of borrowings under revolving credit facility | (162,500) | (85,000) | |||
Borrowings under revolving credit facility | 185,000 | 75,000 | |||
Proceeds from issuance of common stock, net | 65,202 | ||||
Dividends paid | (65,269) | (61,277) | |||
Proceeds from exercise of stock options | 60 | 14,782 | |||
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation | (4,029) | (1,708) | |||
Payments of debt financing costs | (276) | ||||
Net cash provided by (used in) financing activities | 18,464 | (58,479) | |||
Effect of exchange rate fluctuations on cash and cash equivalents | (194) | 341 | |||
Net increase (decrease) in cash and cash equivalents | 9,336 | (11,860) | |||
Cash and cash equivalents at beginning of period | 33,690 | 52,182 | $ 52,182 | ||
Cash and cash equivalents at end of period | 43,026 | 40,322 | 43,026 | 40,322 | $ 33,690 |
Supplemental disclosures of cash flow information: | |||||
Cash interest payments | 53,954 | 51,117 | |||
Cash income tax payments | 18,989 | 1,065 | |||
Non-cash investing and financing transactions: | |||||
Dividends declared and not yet paid | $ 34,043 | $ 30,792 | 34,043 | 30,792 | |
Accruals related to purchases of property, plant and equipment | 876 | 2,514 | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,588 | $ 12,637 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jul. 02, 2022 | |
Nature of Operations | |
Nature of Operations | (1) Nature of Operations B&G Foods, Inc. is a holding company whose principal assets are the shares of capital stock of its subsidiaries. Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries. Our financial statements are presented on a consolidated basis. We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Our products include frozen and canned vegetables, 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 02, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Fiscal Year Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53 rd week is added to our fiscal year every five or six years . Generally, in a 53 -week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending December 31, 2022 (fiscal 2022) and our fiscal year ended January 1, 2022 (fiscal 2021) each contains 52 weeks. Each quarter of fiscal 2022 and 2021 contains 13 weeks. Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended July 2, 2022 (second quarter and first two quarters of 2022) and July 3, 2021 (second quarter and first two quarters of 2021) have been prepared by our company in accordance with generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of July 2, 2022, and the results of our operations, comprehensive income, changes in stockholders’ equity and cash flows for the second quarter and first two quarters of 2022 and 2021. Our results of operations for the second quarter and first two quarters of 2022 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2021 filed with the SEC on March 1, 2022 (which we refer to as our 2021 Annual Report on Form 10-K). Use of Estimates The preparation of financial statements in accordance with GAAP requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve revenue recognition as it relates to trade and consumer promotion expenses; 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. Accounting Standards Adopted in Fiscal 2022 or 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. 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, which is set to cease after June 30, 2023. 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 | 6 Months Ended |
Jul. 02, 2022 | |
Acquisitions | |
Acquisitions | (3) Acquisitions Yuma Acquisition On May 5, 2022, we completed the acquisition of the frozen vegetable operations of Growers Express, LLC, whose primary business at the time of the acquisition was co-manufacturing certain Green Giant Green Giant Green Giant Veggie Spirals Green Giant The following table sets forth the preliminary allocation of the Yuma acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired and liabilities assumed. We anticipate completing the purchase price allocation during fiscal 2023. Preliminary Purchase Price Allocation (in thousands): May 5, 2022 Inventories $ 3,342 Prepaid expenses and other current assets 187 Property, plant and equipment, net 12,508 Operating lease right-of-use assets 12,770 Finance lease right-of-use assets 3,529 Other intangible assets, net 4,483 Current portion of operating lease liabilities (1,624) Current portion of finance lease liabilities (1,035) Long-term operating lease liabilities, net of current portion (8,756) Long-term finance lease liabilities, net of current portion (2,493) Goodwill 4,379 Total purchase price (paid in cash) $ 27,290 |
Inventories
Inventories | 6 Months Ended |
Jul. 02, 2022 | |
Inventories | |
Inventories | (4) Inventories Inventories are stated at the lower of cost or net realizable value and include direct material, direct labor, overhead, warehousing and product transfer costs. Cost is determined using the first-in, first-out and average cost methods. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on management’s review of inventories on hand compared to estimated future usage and sales. Inventories consist of the following, as of the dates indicated (in thousands): July 2, 2022 January 1, 2022 Raw materials and packaging $ 141,119 $ 94,799 Work-in-process 78,356 145,102 Finished goods 448,193 369,893 Inventories $ 667,668 $ 609,794 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jul. 02, 2022 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (5) Goodwill and Other Intangible Assets The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands): July 2, 2022 January 1, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 6,800 $ 4,156 $ 2,644 $ 6,800 $ 3,929 $ 2,871 Customer relationships 411,394 178,212 233,182 406,963 167,860 239,103 Total finite-lived intangible assets $ 418,194 $ 182,368 $ 235,826 $ 413,763 $ 171,789 $ 241,974 Indefinite-Lived Intangible Assets Goodwill $ 649,105 $ 644,871 Trademarks $ 1,684,830 $ 1,685,145 Amortization expense associated with finite-lived intangible assets was $5.4 million and $10.6 million for the second quarter and first two quarters of 2022, respectively, and $5.4 million and $10.8 million the second quarter and first two quarters of 2021, respectively, and is recorded in operating expenses. We expect to recognize an additional $10.8 million of amortization expense associated with our finite-lived intangible assets during the remainder of fiscal 2022, and thereafter $21.6 million of amortization expense in fiscal 2023, $21.5 million in each of fiscal 2024 and fiscal 2025 We did no t recognize any impairment charges for indefinite-lived intangible assets for the first two quarters of 2022 or 2021. During the fourth quarter of fiscal 2021, we partially impaired the Static Guard and Molly McButter brands, and these assets had a remaining carrying value of $36.5 million at July 2, 2022 and January 1, 2022. If, however, operating results for any of our brands, including recently impaired brands and newly acquired brands, deteriorate, at rates in excess of our current projections, we may be required to record non-cash impairment charges to certain intangible assets. In addition, any significant decline in our market capitalization, even if due to macroeconomic factors, could put pressure on the carrying value of our goodwill. A determination that all or a portion of our goodwill or indefinite-lived intangible assets are impaired, although a non-cash charge to operations, could have a material adverse effect on our business, goodwill and indefinite-lived intangible assets (trademarks), see Note 2(g), “Summary of Significant Accounting Policies— Goodwill and Other Intangible Assets ” to our 2021 Annual Report on Form 10-K. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 02, 2022 | |
Long-Term Debt | |
Long-Term Debt | (6) Long-Term Debt Long-term debt consists of the following, as of the dates indicated (in thousands): July 2, 2022 January 1, 2022 Revolving credit loans $ 187,500 $ 165,000 Tranche B term loans due 2026 671,625 671,625 5.25% senior notes due 2025 900,000 900,000 5.25% senior notes due 2027 550,000 550,000 Unamortized deferred debt financing costs (15,012) (16,805) Unamortized discount/premium (1,974) (2,061) Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 2,292,139 2,267,759 As of July 2, 2022, the aggregate contractual maturities of long-term debt were as follows (in thousands): Aggregate Contractual Maturities Fiscal year: 2022 remaining $ — 2023 — 2024 — 2025 1,087,500 2026 671,625 Thereafter 550,000 Total $ 2,309,125 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 provided 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 July 2, 2022, the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $5.2 million, was $607.3 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. On June 28, 2022, we amended our credit agreement to temporarily increase the maximum consolidated leverage ratio permitted under our revolving credit facility. The amendment provides that our maximum consolidated leverage ratio (defined as the ratio, determined on a pro forma basis, of consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to adjusted EBITDA (as defined in the credit agreement) before share-based compensation for such period), increased from 7.00 to 1.00 to 7.50 to 1.00 for the quarter ending July 2, 2022, and then will increase to 8.00 to 1.00 for the quarter ending October 1, 2022 through the quarter ending September 30, 2023. The maximum consolidated leverage ratio will decrease to 7.50 to 1.00 for the quarter ending December 30, 2023 before returning to 7.00 to 1.00 for the quarters ending March 30, 2024 and thereafter. 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 July 2, 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 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 July 2, 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. 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 July 2, 2022, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes due 2027. Subsidiary Guarantees. Accrued Interest |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 02, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (7) Fair Value Measurements The authoritative accounting literature relating to fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value. Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature. The three levels are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable for the asset or liability, either directly or indirectly. Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses, income tax payable and dividends payable are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. The carrying values and fair values of our revolving credit loans, term loans and senior notes as of July 2, 2022 and January 1, 2022 were as follows (in thousands): July 2, 2022 January 1, 2022 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ 187,500 $ 187,500 (1) $ 165,000 $ 165,000 (1) Tranche B term loans due 2026 668,168 (2) 626,408 (3) 667,811 (2) 666,141 (3) 5.25% senior notes due 2025 901,483 (4) 811,335 (3) 901,753 (4) 920,915 (3) 5.25% senior notes due 2027 $ 550,000 $ 462,000 (3) $ 550,000 $ 567,875 (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 July 2, 2022 and January 1, 2022, 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 July 2, 2022 and January 1, 2022, the face amount of the 5.25% senior notes due 2025 was $900.0 million. There was no Level 3 activity during the second quarter or first two quarters of 2022 or 2021. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 02, 2022 | |
Accumulated Other Comprehensive Loss. | |
Accumulated Other Comprehensive Loss | (8) Accumulated Other Comprehensive Loss The reclassifications from accumulated other comprehensive loss (AOCL) for the second quarter and first two quarters of 2022 and 2021 were as follows (in thousands): Amounts Reclassified from AOCL Amounts Reclassified from AOCL Thirteen Weeks Ended Twenty-six Weeks Ended Affected Line Item in July 2, July 3, July 2, July 3, the Statement Where Details about AOCL Components 2022 2021 2022 2021 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized loss $ 26 $ 403 $ 54 $ 845 See (1) below Accumulated other comprehensive loss before tax 26 403 54 845 Total before tax Tax expense (6) (99) (13) (207) Income tax expense Total reclassification $ 20 $ 304 $ 41 $ 638 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits,” for additional information. Changes in AOCL for the first two quarters of 2022 were as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at January 1, 2022 $ (9,344) $ (8,825) $ (18,169) Other comprehensive income before reclassifications — (1,042) (1,042) Amounts reclassified from AOCL 41 — 41 Net current period other comprehensive income 41 (1,042) (1,001) Balance at July 2, 2022 $ (9,303) $ (9,867) $ (19,170) |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 02, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | (9) Stockholders’ Equity Stock Repurchase Program We did not repurchase any shares of our common stock during the first two quarters of 2022 or the first two quarters of 2021. 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. During the first two quarters of 2021, we did not sell any shares of our common stock under the ATM equity offering program. During the first quarter of 2022, we sold 112,353 shares of our common stock under the ATM equity offering program. We generated $3.3 million in gross proceeds, or $29.37 per share, from the sales and paid commissions to the sales agents of approximately $0.1 million. During the second quarter of 2022, we sold 2,739,568 shares of our common stock under the ATM equity offering program. We generated $63.2 million in gross proceeds, or $23.08 per share, from the sales and paid commissions to the sales agents of approximately $1.3 million and incurred other fees and expenses of approximately $0.1 million. In the aggregate since the inception of the ATM equity offering program during the third quarter of 2021, we have sold 6,547,627 shares of common stock and generated $179.0 million in gross proceeds, or $27.34 per share, and paid commissions to the sales agents of approximately $3.6 million and incurred other fees and expenses of approximately $0.5 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 and the first two quarters of 2022 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 | 6 Months Ended |
Jul. 02, 2022 | |
Pension Benefits | |
Pension Benefits | (10) Pension Benefits Company-Sponsored Defined Benefit Pension Plans . As of July 2, 2022, we had four company-sponsored defined benefit pension plans covering approximately 27% of our employees. Three of these defined benefit pension plans are for the benefit of certain of our union employees and one is for the benefit of salaried and certain hourly employees. The benefits in the salaried and hourly plan are based on each employee’s years of service and compensation, as defined. Newly hired employees are no longer eligible to participate in any of our four company-sponsored defined benefit pension plans. Net periodic pension cost for our four company-sponsored defined benefit pension plans for the second quarter and first two quarters of 2022 and 2021 includes the following components (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Service cost—benefits earned during the period $ 2,192 $ 2,603 $ 4,488 $ 5,229 Interest cost on projected benefit obligation 1,365 1,208 2,736 2,433 Expected return on plan assets (3,236) (2,727) (6,473) (5,484) Amortization of unrecognized loss 26 403 54 845 Net periodic pension cost $ 347 $ 1,487 $ 805 $ 3,023 During the first two quarters of 2022, we did not make any contributions to our company-sponsored defined benefit pension plans, and during the first two quarters of 2021, we made contributions to our company-sponsored defined benefit pension plans of $2.5 million. During the remainder of fiscal 2022, we expect to make approximately$2.5 million of contributions. Multi-Employer Defined Benefit Pension Plan . B&G Foods made contributions to the plan of approximately $0.3 million during the first two quarters of 2021. These contributions represented less than five percent of total contributions made to the plan. We did not make any contributions to the plan during the first two quarters of 2022. In connection with the closure and sale of the Portland, Maine manufacturing facility, we withdrew from participation in the plan during the fourth quarter of 2021. As a result, we are required 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, as of July 2, 2022, the present value of the remaining payments amounting to $13.7 million is reflected as a liability on our unaudited consolidated balance sheet. |
Leases
Leases | 6 Months Ended |
Jul. 02, 2022 | |
Leases | |
Leases | (11) Leases Operating Leases and Finance Lease . Operating leases and a finance lease are included in the accompanying unaudited consolidated balance sheets in the following line items (in thousands): July 2, January 1, 2022 2022 Right-of-use assets: Operating lease right-of-use assets $ 73,230 $ 65,166 Finance lease right-of-use assets 3,420 — Total lease right-of-use assets $ 76,650 $ 65,166 Operating lease liabilities: Current portion of operating lease liabilities $ 15,222 $ 12,420 Long-term operating lease liabilities, net of current portion 58,459 55,607 Total operating lease liabilities $ 73,681 $ 68,027 Finance lease liabilities: Current portion of finance lease liabilities $ 1,034 $ — Long-term finance lease liabilities, net of current portion 2,320 — Total finance lease liabilities $ 3,354 $ — 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 . In connection with the Yuma acquisition, we acquired a finance lease along with several operating leases. 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 (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 4,273 $ 3,073 $ 8,194 $ 6,423 The components of operating lease costs were as follows: Cost of goods sold $ 2,595 $ 1,158 $ 4,849 $ 2,342 Selling, general and administrative expenses 1,718 2,231 3,324 4,205 Total operating lease costs $ 4,313 $ 3,389 $ 8,173 $ 6,547 The components of finance lease costs were as follows: Depreciation of finance right-of-use assets $ 109 $ — $ 109 $ — Interest on finance lease liabilities 8 — 8 — Total finance lease costs $ 117 $ — $ 117 $ — Total net lease costs $ 4,430 $ 3,389 $ 8,290 $ 6,547 Total rent expense was $4.6 million, including the operating lease costs of $4.3 million stated above, for the second quarter of 2022, and $9.1 million, including the operating lease costs of $8.2 million stated above, for the first two quarters of 2022. Total rent expense was $4.1 million, including the operating lease costs of $3.4 million stated above, for the second quarter of 2021, and $8.1 million, including the operating lease costs of $6.5 million stated above, for the first two quarters of 2021. Because neither our operating leases nor our finance lease 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: July 2, January 1, 2022 2022 Weighted average remaining lease term (years) Operating leases 5.7 5.5 Finance lease 3.2 N/A Weighted average discount rate Operating leases 2.54% 2.61% Finance lease 2.30% N/A As of July 2, 2022, the maturities of lease liabilities were as follows (in thousands): Operating Leases Finance Lease Total Maturities of Lease Liabilities Fiscal year: 2022 remaining $ 8,592 $ 549 $ 9,141 2023 15,942 1,099 17,041 2024 14,201 1,099 15,300 2025 13,519 732 14,251 2026 10,112 — 10,112 Thereafter 16,639 — 16,639 Total undiscounted future minimum lease payments 79,005 3,479 82,484 Less: Imputed interest (5,324) (125) (5,449) Total present value of future lease payments $ 73,681 $ 3,354 $ 77,035 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 02, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | (12) Commitments and Contingencies Legal Proceedings. Environmental. Collective Bargaining Agreements As of the date of this report, we have only one collective bargaining agreement that is scheduled to expire in the next twelve months. The collective bargaining agreement covering employees at our Cincinnati, Ohio facility, which covers approximately 125 employees, is scheduled to expire on April 30, 2023. While we believe that our relations with our union employees are in general good, we cannot assure you that we will be able to negotiate a new collective bargaining agreement for our Cincinnati facility on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages. At this time, however, management does not expect that the outcome of these negotiations will have a material adverse impact on our business, financial condition or results of operations. Severance and Change of Control Agreements. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jul. 02, 2022 | |
Earnings per Share | |
Earnings per Share | (13) Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued upon the exercise of stock options or in connection with performance shares that may be earned under long-term incentive awards as of the grant date, in the case of the stock options, and as of the beginning of the period, in the case of the performance shares, using the treasury stock method. For the second quarter of 2022 and 2021, there were 721,427 and 498,963, respectively, shares of common stock issuable upon the exercise of stock options excluded from the calculation of diluted weighted average shares outstanding because the effect would have been anti-dilutive on diluted earnings per share. Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Weighted average shares outstanding: Basic 69,903,828 64,776,532 69,266,967 64,679,761 Net effect of potentially dilutive share-based compensation awards 382,505 633,312 384,638 630,019 Diluted 70,286,333 65,409,844 69,651,605 65,309,780 |
Business and Credit Concentrati
Business and Credit Concentrations and Geographic Information | 6 Months Ended |
Jul. 02, 2022 | |
Business and Credit Concentrations and Geographic Information | |
Business and Credit Concentrations and Geographic Information | (14) Business and Credit Concentrations and Geographic Information Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts. We perform ongoing credit evaluations of the financial condition of our customers. Our top ten customers accounted for approximately 60.6% and 60.8% of consolidated net sales for the first two quarters of 2022 and 2021, respectively. Other than Walmart, which accounted for approximately 28.9% and 28.8% of our consolidated net sales for the first two quarters of 2022 and 2021, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first two quarters of 2022 or 2021. Our top ten customers accounted for approximately 63.6% and 59.8% of our consolidated trade accounts receivables as of July 2, 2022 and January 1, 2022, respectively. Other than Walmart, which accounted for approximately 32.0% and 28.9% of our consolidated trade accounts receivables as of July 2, 2022 and January 1, 2022, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables. As of July 2, 2022, we do not believe we have any significant concentration of credit risk with respect to our consolidated trade accounts receivables with any single customer whose failure or nonperformance would materially affect our results other than as described above with respect to Walmart. During the first two quarters of 2022 and 2021, our sales to customers in foreign countries represented approximately 8.1% and 7.7%, respectively, of net sales. Our foreign sales are primarily to customers in Canada. |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jul. 02, 2022 | |
Share-Based Payments | |
Share-Based Payments | (15) Share-Based Payments The following table details our stock option activity for the first two quarters of fiscal 2022 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at January 1, 2022 789,226 $ 31.86 7.03 $ 1,245 Granted 44,239 $ 22.49 Exercised (2,227) $ 26.80 Forfeited — $ — Expired (2,441) $ 26.80 Outstanding at July 2, 2022 828,797 $ 31.38 6.71 $ 134 Exercisable at July 2, 2022 555,676 $ 30.99 5.53 $ 61 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 the first two quarters of 2022 and 2021 were as follows: 2022 2021 Weighted average grant date fair value $ 3.73 $ 6.48 Expected volatility 39.53% 37.3% - 38.8% Expected term 5.5 years 5.5 - 6.5 years Risk-free interest rate 3.0% 0.9% - 1.1% Dividend yield 8.5% 5.6% - 6.3% The following table details the activity in our performance share long-term incentive awards (LTIAs) for the first two quarters of 2022: Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Outstanding at January 1, 2022 1,140,381 $ 20.08 Granted 350,427 $ 21.81 Vested (337,284) $ 19.75 Forfeited (47,092) $ 27.04 Outstanding at July 2, 2022 1,106,432 $ 20.43 (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% to 233% of the target number of performance shares). (2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes), reduced by the present value of expected dividends using the risk-free interest-rate, as the award holders are not entitled to dividends or dividend equivalents during the vesting period. The following table details the activity in our restricted stock for the first two quarters of 2022: Weighted Average Number of Shares Grant Date Fair Value of Restricted Stock (per share) (1) Outstanding at January 1, 2022 74,461 $ 24.78 Granted 49,444 $ 27.30 Vested (30,911) $ 23.14 Forfeited (1,681) $ 25.54 Outstanding at July 2, 2022 91,313 $ 26.69 (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). The following table details the net number of shares of common stock issued by our company during the second quarter and first two quarters of 2022 and 2021 upon the vesting of performance share LTIAs, the exercise of stock options, the issuance of restricted stock and other share-based compensation: Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Number of performance shares vested — — 337,284 86,523 Shares withheld for tax withholding — — (125,152) (35,281) Shares of common stock issued for performance share LTIAs — — 212,132 51,242 Shares of common stock issued upon the exercise of stock options — 27,212 2,227 466,112 Shares of common stock issued to non-employee directors for annual equity grants 46,773 39,251 46,773 39,251 Shares of restricted common stock issued to employees 562 7,126 49,444 38,098 Shares of restricted stock withheld and cancelled for tax withholding upon vesting (1,250) (66) (12,121) (21,528) Shares of restricted stock cancelled upon forfeiture (1,108) (956) (1,681) (956) Net shares of common stock issued 44,977 72,567 296,774 572,219 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 second quarter and first two quarters of 2022 and 2021 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, Consolidated Statements of Operations Location 2022 2021 2022 2021 Compensation expense included in cost of goods sold $ 232 $ 322 $ 439 $ 458 Compensation expense included in selling, general and administrative expenses 926 1,080 1,809 1,667 Total compensation expense for share-based payments $ 1,158 $ 1,402 $ 2,248 $ 2,125 As of July 2, 2022, there was $2.5 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2.5 years, $2.0 million of unrecognized compensation expense related to restricted stock, which is expected to be recognized over the next 3.0 years, and $1.1 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 1.8 years. |
Net Sales by Brand
Net Sales by Brand | 6 Months Ended |
Jul. 02, 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): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Brand: (1) Green Giant (2) $ 82,378 $ 74,061 $ 180,298 $ 172,676 Crisco 71,849 58,442 150,932 116,498 Spices & Seasonings (3) 67,544 71,584 130,620 147,997 Ortega 35,825 40,850 78,384 79,801 Green Giant (4) 23,077 23,767 50,562 49,232 Maple Grove Farms of Vermont 21,377 20,154 43,286 40,831 Clabber Girl (5) 19,102 17,580 40,090 34,993 Cream of Wheat 17,300 14,236 38,267 32,396 Dash 17,642 20,033 34,256 38,216 All other brands 122,871 123,668 264,677 256,869 Total $ 478,965 $ 464,375 $ 1,011,372 $ 969,509 (1) Table includes net sales for each of our brands whose net sales for the first two quarters of 2022 or fiscal 2021 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) For the second quarter and first two quarters of 2022, includes net sales from the Yuma acquisition, which was completed on May 5, 2022. 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, as well as more recent spices & seasonings products launched and sold under license. 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. |
Sale of Portland Manufacturing
Sale of Portland Manufacturing Facility | 6 Months Ended |
Jul. 02, 2022 | |
Sale of Portland Manufacturing Facility | |
Sale of Portland Manufacturing Facility | (17) Sale of Portland, Maine Manufacturing Facility During the third quarter of 2021, we entered into an agreement to sell our Portland, Maine manufacturing facility and 13.5 acre property. The sale closed during the first quarter of 2022. During the first quarter of 2022, we also sold certain equipment that had been used at the facility. We received sales proceeds for the property and the equipment of approximately $11.1 million in the aggregate and we recognized a gain on the sales of $7.1 million, which is recorded in “Gain on sales of assets” in the accompanying unaudited consolidated statements of operations. The positive impact during the first quarter of 2022 of the gain on sales was partially offset by approximately $2.2 million of expenses incurred during the first quarter of 2022 relating to the closure of the facility and the transfer of manufacturing operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 02, 2022 | |
Summary of Significant Accounting Policies | |
Fiscal Year | Fiscal Year Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters. As a result, a 53 rd week is added to our fiscal year every five or six years . Generally, in a 53 -week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending December 31, 2022 (fiscal 2022) and our fiscal year ended January 1, 2022 (fiscal 2021) each contains 52 weeks. Each quarter of fiscal 2022 and 2021 contains 13 weeks. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended July 2, 2022 (second quarter and first two quarters of 2022) and July 3, 2021 (second quarter and first two quarters of 2021) have been prepared by our company in accordance with generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of July 2, 2022, and the results of our operations, comprehensive income, changes in stockholders’ equity and cash flows for the second quarter and first two quarters of 2022 and 2021. Our results of operations for the second quarter and first two quarters of 2022 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2021 filed with the SEC on March 1, 2022 (which we refer to as our 2021 Annual Report on Form 10-K). |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve revenue recognition as it relates to trade and consumer promotion expenses; 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. |
Accounting Standards Adopted and Recently Issued Accounting Standards | Accounting Standards Adopted in Fiscal 2022 or 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. 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, which is set to cease after June 30, 2023. 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 (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Yuma Acquisition | |
Acquisitions and Divestitures | |
Schedule of allocation of purchase price to the estimated fair value of the net assets acquired | Preliminary Purchase Price Allocation (in thousands): May 5, 2022 Inventories $ 3,342 Prepaid expenses and other current assets 187 Property, plant and equipment, net 12,508 Operating lease right-of-use assets 12,770 Finance lease right-of-use assets 3,529 Other intangible assets, net 4,483 Current portion of operating lease liabilities (1,624) Current portion of finance lease liabilities (1,035) Long-term operating lease liabilities, net of current portion (8,756) Long-term finance lease liabilities, net of current portion (2,493) Goodwill 4,379 Total purchase price (paid in cash) $ 27,290 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Inventories | |
Summary of Inventories | Inventories consist of the following, as of the dates indicated (in thousands): July 2, 2022 January 1, 2022 Raw materials and packaging $ 141,119 $ 94,799 Work-in-process 78,356 145,102 Finished goods 448,193 369,893 Inventories $ 667,668 $ 609,794 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jul. 02, 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): July 2, 2022 January 1, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Finite-Lived Intangible Assets Trademarks $ 6,800 $ 4,156 $ 2,644 $ 6,800 $ 3,929 $ 2,871 Customer relationships 411,394 178,212 233,182 406,963 167,860 239,103 Total finite-lived intangible assets $ 418,194 $ 182,368 $ 235,826 $ 413,763 $ 171,789 $ 241,974 Indefinite-Lived Intangible Assets Goodwill $ 649,105 $ 644,871 Trademarks $ 1,684,830 $ 1,685,145 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consists of the following, as of the dates indicated (in thousands): July 2, 2022 January 1, 2022 Revolving credit loans $ 187,500 $ 165,000 Tranche B term loans due 2026 671,625 671,625 5.25% senior notes due 2025 900,000 900,000 5.25% senior notes due 2027 550,000 550,000 Unamortized deferred debt financing costs (15,012) (16,805) Unamortized discount/premium (1,974) (2,061) Total long-term debt, net of unamortized deferred debt financing costs and discount/premium 2,292,139 2,267,759 |
Schedule of aggregate contractual maturities of long-term debt | Aggregate Contractual Maturities Fiscal year: 2022 remaining $ — 2023 — 2024 — 2025 1,087,500 2026 671,625 Thereafter 550,000 Total $ 2,309,125 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 02, 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 July 2, 2022 and January 1, 2022 were as follows (in thousands): July 2, 2022 January 1, 2022 Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans $ 187,500 $ 187,500 (1) $ 165,000 $ 165,000 (1) Tranche B term loans due 2026 668,168 (2) 626,408 (3) 667,811 (2) 666,141 (3) 5.25% senior notes due 2025 901,483 (4) 811,335 (3) 901,753 (4) 920,915 (3) 5.25% senior notes due 2027 $ 550,000 $ 462,000 (3) $ 550,000 $ 567,875 (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 July 2, 2022 and January 1, 2022, 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 July 2, 2022 and January 1, 2022, the face amount of the 5.25% senior notes due 2025 was $900.0 million. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Accumulated Other Comprehensive Loss. | |
Schedule of reclassification from accumulated other comprehensive loss | The reclassifications from accumulated other comprehensive loss (AOCL) for the second quarter and first two quarters of 2022 and 2021 were as follows (in thousands): Amounts Reclassified from AOCL Amounts Reclassified from AOCL Thirteen Weeks Ended Twenty-six Weeks Ended Affected Line Item in July 2, July 3, July 2, July 3, the Statement Where Details about AOCL Components 2022 2021 2022 2021 Net Income is Presented Defined benefit pension plan items Amortization of unrecognized loss $ 26 $ 403 $ 54 $ 845 See (1) below Accumulated other comprehensive loss before tax 26 403 54 845 Total before tax Tax expense (6) (99) (13) (207) Income tax expense Total reclassification $ 20 $ 304 $ 41 $ 638 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10, “Pension Benefits,” for additional information. |
Schedule of changes in accumulated other comprehensive loss | Changes in AOCL for the first two quarters of 2022 were as follows (in thousands): Foreign Currency Defined Benefit Translation Pension Plan Items Adjustments Total Balance at January 1, 2022 $ (9,344) $ (8,825) $ (18,169) Other comprehensive income before reclassifications — (1,042) (1,042) Amounts reclassified from AOCL 41 — 41 Net current period other comprehensive income 41 (1,042) (1,001) Balance at July 2, 2022 $ (9,303) $ (9,867) $ (19,170) |
Pension Benefits (Tables)
Pension Benefits (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Pension Benefits | |
Schedule of components of net periodic pension costs | Net periodic pension cost for our four company-sponsored defined benefit pension plans for the second quarter and first two quarters of 2022 and 2021 includes the following components (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Service cost—benefits earned during the period $ 2,192 $ 2,603 $ 4,488 $ 5,229 Interest cost on projected benefit obligation 1,365 1,208 2,736 2,433 Expected return on plan assets (3,236) (2,727) (6,473) (5,484) Amortization of unrecognized loss 26 403 54 845 Net periodic pension cost $ 347 $ 1,487 $ 805 $ 3,023 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Leases | |
Operating leases and finance leases on the Balance Sheets | Operating leases and a finance lease are included in the accompanying unaudited consolidated balance sheets in the following line items (in thousands): July 2, January 1, 2022 2022 Right-of-use assets: Operating lease right-of-use assets $ 73,230 $ 65,166 Finance lease right-of-use assets 3,420 — Total lease right-of-use assets $ 76,650 $ 65,166 Operating lease liabilities: Current portion of operating lease liabilities $ 15,222 $ 12,420 Long-term operating lease liabilities, net of current portion 58,459 55,607 Total operating lease liabilities $ 73,681 $ 68,027 Finance lease liabilities: Current portion of finance lease liabilities $ 1,034 $ — Long-term finance lease liabilities, net of current portion 2,320 — Total finance lease liabilities $ 3,354 $ — |
Supplemental information related to leases | The following table shows supplemental information related to leases (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Operating cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 4,273 $ 3,073 $ 8,194 $ 6,423 The components of operating lease costs were as follows: Cost of goods sold $ 2,595 $ 1,158 $ 4,849 $ 2,342 Selling, general and administrative expenses 1,718 2,231 3,324 4,205 Total operating lease costs $ 4,313 $ 3,389 $ 8,173 $ 6,547 The components of finance lease costs were as follows: Depreciation of finance right-of-use assets $ 109 $ — $ 109 $ — Interest on finance lease liabilities 8 — 8 — Total finance lease costs $ 117 $ — $ 117 $ — Total net lease costs $ 4,430 $ 3,389 $ 8,290 $ 6,547 |
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: July 2, January 1, 2022 2022 Weighted average remaining lease term (years) Operating leases 5.7 5.5 Finance lease 3.2 N/A Weighted average discount rate Operating leases 2.54% 2.61% Finance lease 2.30% N/A |
Summary of maturities of lease liabilities | Operating Leases Finance Lease Total Maturities of Lease Liabilities Fiscal year: 2022 remaining $ 8,592 $ 549 $ 9,141 2023 15,942 1,099 17,041 2024 14,201 1,099 15,300 2025 13,519 732 14,251 2026 10,112 — 10,112 Thereafter 16,639 — 16,639 Total undiscounted future minimum lease payments 79,005 3,479 82,484 Less: Imputed interest (5,324) (125) (5,449) Total present value of future lease payments $ 73,681 $ 3,354 $ 77,035 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Earnings per Share | |
Schedule of calculations related to basic and diluted earning per share | Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Weighted average shares outstanding: Basic 69,903,828 64,776,532 69,266,967 64,679,761 Net effect of potentially dilutive share-based compensation awards 382,505 633,312 384,638 630,019 Diluted 70,286,333 65,409,844 69,651,605 65,309,780 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Share-Based Payments | |
Schedule of stock option activity | The following table details our stock option activity for the first two quarters of fiscal 2022 (dollars in thousands, except per share data): Weighted Weighted Average Average Contractual Life Aggregate Options Exercise Price Remaining (Years) Intrinsic Value Outstanding at January 1, 2022 789,226 $ 31.86 7.03 $ 1,245 Granted 44,239 $ 22.49 Exercised (2,227) $ 26.80 Forfeited — $ — Expired (2,441) $ 26.80 Outstanding at July 2, 2022 828,797 $ 31.38 6.71 $ 134 Exercisable at July 2, 2022 555,676 $ 30.99 5.53 $ 61 |
Schedule of stock options, valuation assumption | 2022 2021 Weighted average grant date fair value $ 3.73 $ 6.48 Expected volatility 39.53% 37.3% - 38.8% Expected term 5.5 years 5.5 - 6.5 years Risk-free interest rate 3.0% 0.9% - 1.1% Dividend yield 8.5% 5.6% - 6.3% |
Schedule of non-vested performance share LTIAs | Weighted Average Number of Grant Date Fair Value Performance Shares (1) (per share) (2) Outstanding at January 1, 2022 1,140,381 $ 20.08 Granted 350,427 $ 21.81 Vested (337,284) $ 19.75 Forfeited (47,092) $ 27.04 Outstanding at July 2, 2022 1,106,432 $ 20.43 (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% to 233% 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 activity | Weighted Average Number of Shares Grant Date Fair Value of Restricted Stock (per share) (1) Outstanding at January 1, 2022 74,461 $ 24.78 Granted 49,444 $ 27.30 Vested (30,911) $ 23.14 Forfeited (1,681) $ 25.54 Outstanding at July 2, 2022 91,313 $ 26.69 (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 number of shares of common stock issued by entity upon the vesting of performance share long-term incentive awards other share based compensation | Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Number of performance shares vested — — 337,284 86,523 Shares withheld for tax withholding — — (125,152) (35,281) Shares of common stock issued for performance share LTIAs — — 212,132 51,242 Shares of common stock issued upon the exercise of stock options — 27,212 2,227 466,112 Shares of common stock issued to non-employee directors for annual equity grants 46,773 39,251 46,773 39,251 Shares of restricted common stock issued to employees 562 7,126 49,444 38,098 Shares of restricted stock withheld and cancelled for tax withholding upon vesting (1,250) (66) (12,121) (21,528) Shares of restricted stock cancelled upon forfeiture (1,108) (956) (1,681) (956) Net shares of common stock issued 44,977 72,567 296,774 572,219 |
Schedule of compensation expense recognized for share-based payments | 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 second quarter and first two quarters of 2022 and 2021 and where that expense is reflected in our consolidated statements of operations (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, Consolidated Statements of Operations Location 2022 2021 2022 2021 Compensation expense included in cost of goods sold $ 232 $ 322 $ 439 $ 458 Compensation expense included in selling, general and administrative expenses 926 1,080 1,809 1,667 Total compensation expense for share-based payments $ 1,158 $ 1,402 $ 2,248 $ 2,125 |
Net Sales by Brand (Tables)
Net Sales by Brand (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Net Sales by Brand | |
Schedule of net sales by brand | Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 3, July 2, July 3, 2022 2021 2022 2021 Brand: (1) Green Giant (2) $ 82,378 $ 74,061 $ 180,298 $ 172,676 Crisco 71,849 58,442 150,932 116,498 Spices & Seasonings (3) 67,544 71,584 130,620 147,997 Ortega 35,825 40,850 78,384 79,801 Green Giant (4) 23,077 23,767 50,562 49,232 Maple Grove Farms of Vermont 21,377 20,154 43,286 40,831 Clabber Girl (5) 19,102 17,580 40,090 34,993 Cream of Wheat 17,300 14,236 38,267 32,396 Dash 17,642 20,033 34,256 38,216 All other brands 122,871 123,668 264,677 256,869 Total $ 478,965 $ 464,375 $ 1,011,372 $ 969,509 (1) Table includes net sales for each of our brands whose net sales for the first two quarters of 2022 or fiscal 2021 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) For the second quarter and first two quarters of 2022, includes net sales from the Yuma acquisition, which was completed on May 5, 2022. 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, as well as more recent spices & seasonings products launched and sold under license. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended | 12 Months Ended |
Jul. 02, 2022 | Jan. 02, 2021 | |
Fiscal Year | ||
Number of weeks in fiscal period | 364 days | |
Number of weeks in fourth fiscal quarter | 371 days | |
Number of weeks in each fiscal quarter | 91 days | 98 days |
Minimum | ||
Fiscal Year | ||
Number of years between 53 week fiscal years | 5 years | |
Maximum | ||
Fiscal Year | ||
Number of years between 53 week fiscal years | 6 years |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) $ in Thousands | Jul. 02, 2022 USD ($) | May 05, 2022 USD ($) employee | Jan. 01, 2022 USD ($) |
Allocation: | |||
Goodwill | $ 649,105 | $ 644,871 | |
Yuma Acquisition | |||
Allocation: | |||
Inventories | $ 3,342 | ||
Prepaid expenses and other current assets | 187 | ||
Property, plant and equipment, net | 12,508 | ||
Operating lease right-of-use assets | 12,770 | ||
Finance lease right-of-use assets | 3,529 | ||
Other intangible assets, net | 4,483 | ||
Current portion of operating lease liabilities | (1,624) | ||
Current portion of finance lease liabilities | (1,035) | ||
Long-term operating lease liabilities, net of current portion | (8,756) | ||
Long-term finance lease liabilities, net of current portion | (2,493) | ||
Goodwill | 4,379 | ||
Total purchase price (paid in cash) | $ 27,290 | ||
Number of employees transfer to company | employee | 160 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Inventories | ||
Raw materials and packaging | $ 141,119 | $ 94,799 |
Work-in-process | 78,356 | 145,102 |
Finished goods | 448,193 | 369,893 |
Inventories | $ 667,668 | $ 609,794 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Goodwill and Other Intangible Assets | |||||
Amortization expense | $ 5,359 | $ 5,399 | $ 10,582 | $ 10,835 | |
Amortizable Intangible Assets | |||||
Gross Carrying Amount | 418,194 | 418,194 | $ 413,763 | ||
Accumulated Amortization | 182,368 | 182,368 | 171,789 | ||
Net Carrying Amount | 235,826 | 235,826 | 241,974 | ||
Unamortizable Intangible Assets | |||||
Goodwill | 649,105 | 649,105 | 644,871 | ||
Future amortization expense | |||||
Remainder of fiscal 2022 | 10,800 | 10,800 | |||
2023 | 21,600 | 21,600 | |||
2024 | 21,500 | 21,500 | |||
2025 | 21,500 | 21,500 | |||
2026 | 20,800 | 20,800 | |||
2027 | 16,000 | 16,000 | |||
Acquisitions. | |||||
Impairment of intangible assets | 0 | $ 0 | |||
Trademarks | |||||
Unamortizable Intangible Assets | |||||
Unamortizable intangible assets excluding goodwill | 1,684,830 | 1,684,830 | 1,685,145 | ||
Static Guard and Molly M Butter Brands | |||||
Unamortizable Intangible Assets | |||||
Unamortizable intangible assets excluding goodwill | 36,500 | 36,500 | 36,500 | ||
Trademarks | |||||
Amortizable Intangible Assets | |||||
Gross Carrying Amount | 6,800 | 6,800 | 6,800 | ||
Accumulated Amortization | 4,156 | 4,156 | 3,929 | ||
Net Carrying Amount | 2,644 | 2,644 | 2,871 | ||
Customer Relationship Intangibles | |||||
Amortizable Intangible Assets | |||||
Gross Carrying Amount | 411,394 | 411,394 | 406,963 | ||
Accumulated Amortization | 178,212 | 178,212 | 167,860 | ||
Net Carrying Amount | $ 233,182 | $ 233,182 | $ 239,103 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 | Dec. 15, 2020 | Oct. 10, 2019 | Sep. 26, 2019 | Nov. 20, 2017 | Apr. 03, 2017 |
Information related to long-term debt | |||||||
Outstanding principal | $ 2,309,125 | ||||||
Unamortized deferred financing costs | (15,012) | $ (16,805) | |||||
Unamortized discount/premium | (1,974) | (2,061) | |||||
Total long-term debt, net of unamortized deferred debt financing costs and discount/premium | 2,292,139 | 2,267,759 | |||||
Revolving credit loans | |||||||
Information related to long-term debt | |||||||
Outstanding principal | 187,500 | 165,000 | |||||
Tranche B Term Loan 2026 | |||||||
Information related to long-term debt | |||||||
Outstanding principal | 671,625 | 671,625 | $ 371,600 | ||||
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 | |||||
Interest rate (as a percent) | 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 | ||||
Interest rate (as a percent) | 5.25% | 5.25% |
Long-Term Debt, Activity (Detai
Long-Term Debt, Activity (Details) $ in Thousands | 6 Months Ended | |||||||||
Jul. 02, 2022 USD ($) | Jun. 27, 2022 | Dec. 16, 2020 USD ($) | Jul. 02, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 15, 2020 USD ($) | Oct. 10, 2019 | Sep. 26, 2019 USD ($) | Nov. 20, 2017 USD ($) | Apr. 03, 2017 USD ($) | |
Information related to senior notes | ||||||||||
Outstanding principal | $ 2,309,125 | $ 2,309,125 | ||||||||
Accrued Interest | ||||||||||
Accrued interest | 21,100 | $ 21,100 | $ 20,700 | |||||||
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% | |||||||||
Revolving credit loans | ||||||||||
Information related to senior notes | ||||||||||
Outstanding principal | 187,500 | $ 187,500 | 165,000 | |||||||
Maximum capacity available | $ 800,000 | $ 700,000 | ||||||||
Outstanding letters of credit | 5,200 | 5,200 | ||||||||
Available borrowing capacity | $ 607,300 | $ 607,300 | ||||||||
Commitment fees (as a percent) | 0.50% | |||||||||
Consolidated leverage ratio | 7.50 | |||||||||
Revolving credit loans | Minimum | ||||||||||
Information related to senior notes | ||||||||||
Debt Instrument, Consolidated Interest Coverage Ratio | 1.75 | |||||||||
Revolving credit loans | Maximum | ||||||||||
Information related to senior notes | ||||||||||
Consolidated leverage ratio | 7 | |||||||||
Senior secured leverage ratio | 4 | 4 | ||||||||
Revolving credit loans | Maximum | From October 1st 2022 To September 30th 2023 | ||||||||||
Information related to senior notes | ||||||||||
Consolidated leverage ratio | 8 | |||||||||
Revolving credit loans | Maximum | Quarter Ending December 30, 2023 | ||||||||||
Information related to senior notes | ||||||||||
Consolidated leverage ratio | 7.50 | |||||||||
Revolving credit loans | Maximum | Quarters Ending March 30, 2024 And Thereafter | ||||||||||
Information related to senior notes | ||||||||||
Consolidated leverage ratio | 7 | |||||||||
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 | $ 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% | 100% | ||||||||
Outstanding principal | $ 900,000 | $ 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% Senior Notes due 2025 | Redemption period four | ||||||||||
Information related to senior notes | ||||||||||
Redemption price (as a percent) | 101.3125% | |||||||||
5.25% Senior Notes due 2025 | Redemption period five | ||||||||||
Information related to senior notes | ||||||||||
Redemption price (as a percent) | 100% | |||||||||
5.25% Senior Notes due 2027 | ||||||||||
Information related to senior notes | ||||||||||
Debt issuance price (as a percent) | 100% | |||||||||
Outstanding principal | $ 550,000 | $ 550,000 | 550,000 | $ 550,000 | ||||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | |||||||
5.25% Senior Notes due 2027 | From March 1st 2022 To February 28th 2025 | ||||||||||
Information related to senior notes | ||||||||||
Redemption price (as a percent) | 103.938% | |||||||||
5.25% Senior Notes due 2027 | On Or After March 1st 2025 | ||||||||||
Information related to senior notes | ||||||||||
Redemption price (as a percent) | 100% | |||||||||
Tranche B Term Loan 2026 | ||||||||||
Information related to senior notes | ||||||||||
Increase in principal of debt | $ 300,000 | |||||||||
Debt issuance price (as a percent) | 99% | |||||||||
Outstanding principal | $ 671,625 | $ 671,625 | $ 671,625 | $ 371,600 |
Long-Term Debt - Contractual Ma
Long-Term Debt - Contractual Maturities (Details) $ in Thousands | Jul. 02, 2022 USD ($) |
Aggregate contractual maturities of long-term debt | |
2025 | $ 1,087,500 |
2026 | 671,625 |
Thereafter | 550,000 |
Outstanding principal | $ 2,309,125 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | $ 2,292,139 | $ 2,292,139 | $ 2,267,759 | ||
Changes in level 3 | |||||
Level 3 activity | 0 | $ 0 | 0 | $ 0 | |
Tranche B Term Loans due 2026 | |||||
Financial assets and liabilities at fair value | |||||
Face amount of senior notes | $ 671,600 | $ 671,600 | $ 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 | $ 900,000 | ||
5.25% Senior Notes due 2027 | |||||
Financial assets and liabilities at fair value | |||||
Interest rate (as a percent) | 5.25% | 5.25% | 5.25% | ||
Carrying Value | Revolving credit loans | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | $ 187,500 | $ 187,500 | $ 165,000 | ||
Carrying Value | Tranche B Term Loans due 2026 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | 668,168 | 668,168 | 667,811 | ||
Carrying Value | 5.25% Senior Notes due 2025 | |||||
Financial assets and liabilities at fair value | |||||
Term loans and senior notes, carrying value | 901,483 | 901,483 | 901,753 | ||
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 | 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 | 187,500 | 187,500 | 165,000 | ||
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 | 626,408 | 626,408 | 666,141 | ||
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 | 811,335 | 811,335 | 920,915 | ||
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 | $ 462,000 | $ 462,000 | $ 567,875 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 02, 2022 | Apr. 02, 2022 | Jul. 03, 2021 | Apr. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Reclassification from AOCL | ||||||
Income tax expense (benefit) | $ (1,408) | $ 8,968 | $ 6,297 | $ 18,191 | ||
Net income | (256) | $ (23,656) | (24,551) | $ (26,878) | (23,912) | (51,429) |
Defined benefit pension plan | Amount Reclassified from AOCL | ||||||
Reclassification from AOCL | ||||||
Total before tax | 26 | 403 | 54 | 845 | ||
Income tax expense (benefit) | (6) | (99) | (13) | (207) | ||
Net income | 20 | 304 | 41 | 638 | ||
Amortization of unrecognized loss | Amount Reclassified from AOCL | ||||||
Reclassification from AOCL | ||||||
Total before tax | $ 26 | $ 403 | $ 54 | $ 845 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | $ 913,966 | $ 840,614 | $ 920,254 | $ 831,877 |
Net current period other comprehensive income | (3,701) | 4,200 | (1,001) | 4,038 |
Ending balance | 940,181 | 841,605 | 940,181 | 841,605 |
Defined benefit pension plan | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | (9,344) | |||
Amounts reclassified from AOCL | 41 | |||
Net current period other comprehensive income | 41 | |||
Ending balance | (9,303) | (9,303) | ||
Foreign Currency Translation Adjustments | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | (8,825) | |||
Other comprehensive income before reclassifications | (1,042) | |||
Net current period other comprehensive income | (1,042) | |||
Ending balance | (9,867) | (9,867) | ||
Accumulated Other Comprehensive Loss | ||||
Changes in accumulated other comprehensive income (loss) | ||||
Beginning balance | (15,469) | (35,756) | (18,169) | (35,594) |
Other comprehensive income before reclassifications | (1,042) | |||
Amounts reclassified from AOCL | 41 | |||
Net current period other comprehensive income | (1,001) | |||
Ending balance | $ (19,170) | $ (31,556) | $ (19,170) | $ (31,556) |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchases Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 02, 2022 | Apr. 02, 2022 | Oct. 02, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | Aug. 23, 2021 | Mar. 10, 2021 | |
Stockholders' Equity | ||||||||
Stock repurchased (in shares) | 0 | 0 | ||||||
Proceeds from issuance of common stock, net | $ 65,202 | |||||||
Maximum | ||||||||
Stockholders' Equity | ||||||||
Value of stock authorized for repurchase | $ 50,000 | |||||||
Common Stock | ||||||||
Stockholders' Equity | ||||||||
Issuance of common stock in ATM offering (in shares) | 2,739,568 | 112,353 | ||||||
ATM Equity Offering | ||||||||
Stockholders' Equity | ||||||||
Aggregate number of common shares | 7,500,000 | |||||||
Issuance of common stock in ATM offering (in shares) | 112,353 | 6,547,627 | 2,739,568 | 0 | 3,695,706 | |||
Proceeds from issuance of common stock, net | $ 3,300 | $ 179,000 | $ 63,200 | $ 112,500 | ||||
Shares Issued, Price Per Share | $ 23.08 | $ 29.37 | $ 27.34 | $ 23.08 | $ 30.44 | |||
Payment of sales agents commission | $ 100 | $ 3,600 | $ 1,300 | $ 2,200 | ||||
Deferred fees and expenses | $ 500 | $ 100 | $ 400 |
Pension Benefits (Details)
Pension Benefits (Details) $ in Millions | 6 Months Ended | |
Jul. 02, 2022 USD ($) plan | Jul. 03, 2021 USD ($) | |
Pension Benefits | ||
Number of defined benefit pension plans sponsored by company | 4 | |
Percentage of employees covered by defined benefit pension plans | 27% | |
Number of defined benefit pension plans sponsored by company for union employees | 3 | |
Number of defined benefit pension plans sponsored by company for salaried and certain hourly employees | 1 | |
Employer contributions | $ | $ 0 | $ 2.5 |
Pension Benefits - Net Periodic
Pension Benefits - Net Periodic Pension Cost, AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Components of net periodic pension cost | ||||
Service cost-benefits earned during the period | $ 2,192 | $ 2,603 | $ 4,488 | $ 5,229 |
Interest cost on projected benefit obligation | 1,365 | 1,208 | 2,736 | 2,433 |
Expected return on plan assets | (3,236) | (2,727) | (6,473) | (5,484) |
Amortization of unrecognized loss | 26 | 403 | 54 | 845 |
Net periodic pension cost | 347 | $ 1,487 | 805 | $ 3,023 |
Contributions made for the remainder | $ 2,500 | $ 2,500 |
Pension Benefits - Multi-Employ
Pension Benefits - Multi-Employer Defined Benefit Pension Plan (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 02, 2022 | Jul. 03, 2021 | |
Multi-Employer Defined Benefit Pension Plan | ||
Contribution to the multi-employer plan | $ 0 | $ 0.3 |
Maximum contribution to multi-employer plan (as a percent) | 5% | |
Defined benefit plan, withdrawal liability | $ 13.7 | |
Defined benefit plan withdrawal liability payout period | 20 years | |
Defined benefit plan, withdrawal liability, annual installments | $ 0.9 |
Leases (Details)
Leases (Details) | 6 Months Ended |
Jul. 02, 2022 | |
Lessee, Lease, Description [Line Items] | |
Option to terminate | true |
Operating lease existence of option To terminate | true |
Lessee, Operating Lease, Terminate Term | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 7 years |
Operating lease renewal term | 5 years |
Leases - Operating Leases and F
Leases - Operating Leases and Finance Leases on Balance Sheets (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Right-of-use assets: | ||
Operating lease right-of-use assets | $ 73,230 | $ 65,166 |
Finance lease right-of-use assets | 3,420 | |
Total lease right-of-use assets | 76,650 | 65,166 |
Operating lease liabilities: | ||
Current portion of operating lease liabilities | 15,222 | 12,420 |
Long-term operating lease liabilities, net of current portion | 58,459 | 55,607 |
Total operating lease liabilities | 73,681 | $ 68,027 |
Finance lease liabilities: | ||
Current portion of finance lease liabilities | 1,034 | |
Long-term finance lease liabilities, net of current portion | 2,320 | |
Total finance lease liabilities | $ 3,354 |
Leases - Supplemental informati
Leases - Supplemental information related to leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Leases | ||||
Operating cash flows - Cash paid for amounts included in the measurement of operating lease liabilities | $ 4,273 | $ 3,073 | $ 8,194 | $ 6,423 |
Cost of goods sold | 2,595 | 1,158 | 4,849 | 2,342 |
Selling, general and administrative expenses | 1,718 | 2,231 | 3,324 | 4,205 |
Total operating lease costs | 4,313 | 3,389 | 8,173 | 6,547 |
Depreciation of finance right-of-use assets | 109 | 109 | ||
Interest on finance lease liabilities | 8 | 8 | ||
Total finance lease costs | 117 | 117 | ||
Total net lease costs | 4,430 | 3,389 | 8,290 | 6,547 |
Total rent expense | $ 4,600 | $ 4,100 | $ 9,100 | $ 8,100 |
Leases - Lease term and discoun
Leases - Lease term and discount rate for our ROU (Details) | Jul. 02, 2022 | Jan. 01, 2022 |
Leases | ||
Weighted average remaining lease term - Operating leases (years) | 5 years 8 months 12 days | 5 years 6 months |
Weighted average remaining lease term - Finance lease (years) | 3 years 2 months 12 days | |
Weighted average discount rate - Operating leases | 2.54% | 2.61% |
Weighted average discount rate - Finance lease | 2.30% |
Leases - Maturity of lease liab
Leases - Maturity of lease liabilities (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Operating Leases | ||
2022 remaining | $ 8,592 | |
2023 | 15,942 | |
2024 | 14,201 | |
2025 | 13,519 | |
2026 | 10,112 | |
Thereafter | 16,639 | |
Total undiscounted future minimum lease payments | 79,005 | |
Less: Imputed interest | (5,324) | |
Total present value of future operating lease liabilities | 73,681 | $ 68,027 |
Finance Lease | ||
2022 remaining | 549 | |
2023 | 1,099 | |
2024 | 1,099 | |
2025 | 732 | |
Total undiscounted future minimum lease payments | 3,479 | |
Less: Imputed interest | (125) | |
Total finance lease liabilities | 3,354 | |
Total Maturities of Lease Liabilities | ||
2022 remaining | 9,141 | |
2023 | 17,041 | |
2024 | 15,300 | |
2025 | 14,251 | |
2026 | 10,112 | |
Thereafter | 16,639 | |
Total undiscounted future minimum lease payments | 82,484 | |
Less: Imputed interest | (5,449) | |
Total present value of future lease payments | $ 77,035 |
Commitments and Contingencies -
Commitments and Contingencies - Collective Bargaining (Details) | 6 Months Ended |
Jul. 02, 2022 employee agreement | |
Information related to Collective Bargaining Agreements | |
Number of employees | 3,096 |
Number of employees covered under collective bargaining agreements | |
Information related to Collective Bargaining Agreements | |
Number of employees | 1,770 |
Percentage of employees | 57.20% |
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 |
Number of collective bargaining agreements expiring within one year | agreement | 1 |
Number of employees covered under collective bargaining agreements expiring with next 12 months | Collective Bargaining Agreement Covering Cincinnati, Ohio Facility | |
Information related to Collective Bargaining Agreements | |
Number of employees | 125 |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Earnings per Share | ||||
Antidilutive securities excluded from computation of loss per share | 721,427 | 498,963 | ||
Weighted average shares outstanding: | ||||
Basic (in shares) | 69,903,828 | 64,776,532 | 69,266,967 | 64,679,761 |
Net effect of potentially dilutive share-based compensation awards (in shares) | 382,505 | 633,312 | 384,638 | 630,019 |
Diluted (in shares) | 70,286,333 | 65,409,844 | 69,651,605 | 65,309,780 |
Business and Credit Concentra_2
Business and Credit Concentrations and Geographic Information (Details) - customer | 6 Months Ended | 12 Months Ended | |
Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Net sales | Consolidated net sales | Top ten customers | |||
Business and Credit Concentrations | |||
Number of top customers | 10 | 10 | |
Percentage of concentration risk | 60.60% | 60.80% | |
Net sales | Consolidated net sales | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 28.80% | ||
Net sales | Consolidated net sales | Wal-Mart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 28.90% | ||
Accounts receivable | Trade accounts receivables | Top ten customers | |||
Business and Credit Concentrations | |||
Number of top customers | 10 | 10 | |
Percentage of concentration risk | 63.60% | 59.80% | |
Accounts receivable | Trade accounts receivables | Other than Walmart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 28.90% | ||
Accounts receivable | Trade accounts receivables | Wal-Mart | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 32% | ||
Foreign | Net sales | Consolidated net sales | |||
Business and Credit Concentrations | |||
Percentage of concentration risk | 8.10% | 7.70% |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Assumptions: | |||
Weighted average grant date fair value (in dollars per share) | $ 3.73 | $ 6.48 | |
Expected volatility (as a percent) | 39.53% | ||
Expected term | 5 years 6 months | ||
Risk-free interest rate (as a percent) | 3% | ||
Dividend yield (as a percent) | 8.50% | ||
Minimum | |||
Assumptions: | |||
Expected volatility (as a percent) | 37.30% | ||
Expected term | 5 years 6 months | ||
Risk-free interest rate (as a percent) | 0.90% | ||
Dividend yield (as a percent) | 5.60% | ||
Maximum | |||
Assumptions: | |||
Expected volatility (as a percent) | 38.80% | ||
Expected term | 6 years 6 months | ||
Risk-free interest rate (as a percent) | 1.10% | ||
Dividend yield (as a percent) | 6.30% | ||
Stock Option | |||
Options | |||
Outstanding at beginning of fiscal period (in shares) | 789,226 | ||
Granted (in shares) | 44,239 | ||
Exercised (in shares) | (2,227) | ||
Expired (in shares) | (2,441) | ||
Outstanding at end of quarter (in shares) | 828,797 | 789,226 | |
Exercisable at end of quarter (In shares) | 555,676 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of fiscal period (in dollar per share) | $ 31.86 | ||
Granted (in dollars per share) | 22.49 | ||
Exercised (in dollars per share) | 26.80 | ||
Expired (in dollars per share) | 26.80 | ||
Outstanding at end of quarter (in dollar per share) | 31.38 | $ 31.86 | |
Exercisable at end of quarter ( in dollars per share) | $ 30.99 | ||
Weighted Average Contractual Life Remaining (Years) | |||
Weighted Average Contractual Life Remaining (Years) | 6 years 8 months 15 days | 7 years 10 days | |
Exercisable, Weighted Average Contractual Life Remaining (Years) | 5 years 6 months 10 days | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value | $ 134 | $ 1,245 | |
Exercisable, Aggregate Intrinsic Value | $ 61 |
Share-Based Payments - Performa
Share-Based Payments - Performance (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jul. 02, 2022 | Jan. 01, 2022 | |
Performance shares | ||
Number of Shares | ||
Balance at the beginning of the period (in shares) | 1,140,381 | |
Granted (in shares) | 350,427 | |
Vested (in shares) | (337,284) | |
Forfeited (in shares) | (47,092) | |
Balance at the end of the period (in shares) | 1,106,432 | 1,140,381 |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 20.08 | |
Granted (in dollars per share) | 21.81 | |
Vested (in dollars per share) | 19.75 | |
Forfeited (in dollars per share) | 27.04 | |
Balance at the end of the period (in dollars per share) | $ 20.43 | $ 20.08 |
Performance shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage of target number of shares that may be earned | 200% | |
Performance shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage of target number of shares that may be earned | 233% | |
Restricted Stock | ||
Number of Shares | ||
Balance at the beginning of the period (in shares) | 74,461 | |
Granted (in shares) | 49,444 | |
Vested (in shares) | (30,911) | |
Forfeited (in shares) | (1,681) | |
Balance at the end of the period (in shares) | 91,313 | 74,461 |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 24.78 | |
Granted (in dollars per share) | 27.30 | |
Vested (in dollars per share) | 23.14 | |
Forfeited (in dollars per share) | 25.54 | |
Balance at the end of the period (in dollars per share) | $ 26.69 | $ 24.78 |
Share-Based Payments - Other Ve
Share-Based Payments - Other Vested (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Common Class A [Member] | ||||
Share based compensation expense related to long-term incentive plans | ||||
Net shares of common stock issued | 44,977,000 | 72,567,000 | 296,774,000 | 572,219,000 |
Non-employee director | Common Class A [Member] | ||||
Share based compensation expense related to long-term incentive plans | ||||
Net shares of common stock issued | 46,773,000 | 39,251,000 | 46,773,000 | 39,251,000 |
Performance shares | ||||
Share based compensation expense related to long-term incentive plans | ||||
Number of performance shares vested | 337,284 | |||
Performance shares | Common Class A [Member] | ||||
Share based compensation expense related to long-term incentive plans | ||||
Number of performance shares vested | 337,284,000 | 86,523,000 | ||
Shares withheld for tax withholding | (125,152,000) | (35,281,000) | ||
Net shares of common stock issued | 212,132,000 | 51,242,000 | ||
Stock Option | Common Class A [Member] | ||||
Share based compensation expense related to long-term incentive plans | ||||
Net shares of common stock issued | 27,212,000 | 2,227,000 | 466,112,000 | |
Restricted Stock | ||||
Share based compensation expense related to long-term incentive plans | ||||
Number of performance shares vested | 30,911 | |||
Restricted Stock | Common Class A [Member] | ||||
Share based compensation expense related to long-term incentive plans | ||||
Shares withheld for tax withholding | (1,250,000) | (66,000) | (12,121,000) | (21,528,000) |
Cancellation of restricted stock upon forfeiture (in shares) | (1,108,000) | (956,000) | (1,681,000) | (956,000) |
Restricted Stock | Employee | Common Class A [Member] | ||||
Share based compensation expense related to long-term incentive plans | ||||
Net shares of common stock issued | 562,000 | 7,126,000 | 49,444,000 | 38,098,000 |
Share-Based Payments - Share-ba
Share-Based Payments - Share-based payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Compensation expense | ||||
Total compensation expense for share-based payments | $ 1,158 | $ 1,402 | $ 2,248 | $ 2,125 |
Share-based compensation expense | 2,248 | 2,125 | ||
Performance shares | ||||
Compensation expense | ||||
Unrecognized compensation expense, other than stock option | 2,500 | $ 2,500 | ||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 6 months | |||
Restricted Stock | ||||
Compensation expense | ||||
Unrecognized compensation expense | 2,000 | $ 2,000 | ||
Period over which unrecognized compensation expense is expected to be recognized | 3 years | |||
Stock Option | ||||
Compensation expense | ||||
Unrecognized compensation expense, stock option | 1,100 | $ 1,100 | ||
Period over which unrecognized compensation expense is expected to be recognized | 1 year 9 months 18 days | |||
Cost of Sales | ||||
Compensation expense | ||||
Total compensation expense for share-based payments | 232 | 322 | $ 439 | 458 |
Selling, General and Administrative Expenses | ||||
Compensation expense | ||||
Total compensation expense for share-based payments | $ 926 | $ 1,080 | $ 1,809 | $ 1,667 |
Net Sales by Brand (Details)
Net Sales by Brand (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Brand | ||||
Net sales | $ 478,965 | $ 464,375 | $ 1,011,372 | $ 969,509 |
Specific brand sale to total sale (as a percent) | 3% | 3% | ||
Green Giant - frozen | ||||
Brand | ||||
Net sales | 82,378 | 74,061 | $ 180,298 | $ 172,676 |
Crisco | ||||
Brand | ||||
Net sales | 71,849 | 58,442 | 150,932 | 116,498 |
Spices and Seasonings | ||||
Brand | ||||
Net sales | 67,544 | 71,584 | 130,620 | 147,997 |
Ortega | ||||
Brand | ||||
Net sales | 35,825 | 40,850 | 78,384 | 79,801 |
Green Giant - shelf stable | ||||
Brand | ||||
Net sales | 23,077 | 23,767 | 50,562 | 49,232 |
Maple Grove Farms of Vermont | ||||
Brand | ||||
Net sales | 21,377 | 20,154 | 43,286 | 40,831 |
Clabber Girl | ||||
Brand | ||||
Net sales | 19,102 | 17,580 | 40,090 | 34,993 |
Dash | ||||
Brand | ||||
Net sales | 17,642 | 20,033 | 34,256 | 38,216 |
Cream of Wheat | ||||
Brand | ||||
Net sales | 17,300 | 14,236 | 38,267 | 32,396 |
All other brands | ||||
Brand | ||||
Net sales | $ 122,871 | $ 123,668 | $ 264,677 | $ 256,869 |
Sale of Portland Manufacturin_2
Sale of Portland Manufacturing Facility (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2022 USD ($) | Jul. 02, 2022 USD ($) | Jul. 03, 2021 USD ($) | Oct. 02, 2021 a | |
Restructuring Cost and Reserve [Line Items] | ||||
Gain on sale of assets | $ 7,099 | |||
Proceeds from Sale of Productive Assets | $ 10,429 | $ 126 | ||
Portland Maine Manufacturing Facility Sale [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Area of property held for sale | a | 13.5 | |||
Gain on sale of assets | $ 7,100 | |||
Proceeds from Sale of Productive Assets | 11,100 | |||
Restructuring expenses | $ 2,200 |