North Carolina
(State or other jurisdiction of
incorporation or organization)
|
|
56-0292920
(I.R.S. Employer Identification No.)
|
13024 Ballantyne Corporate Place
Suite 900
Charlotte, North Carolina
|
|
28277
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
||||||
|
|
March 30, 2013
|
|
March 31, 2012
|
||||
Net revenue
|
|
$
|
418,572
|
|
|
$
|
392,843
|
|
Cost of sales
|
|
273,776
|
|
|
265,460
|
|
||
Gross margin
|
|
144,796
|
|
|
127,383
|
|
||
|
|
|
|
|
||||
Selling, general and administrative
|
|
110,996
|
|
|
110,703
|
|
||
Gain on sale of route businesses, net
|
|
(110
|
)
|
|
(9,287
|
)
|
||
Other income, net
|
|
(1,476
|
)
|
|
(89
|
)
|
||
Income before interest and income taxes
|
|
35,386
|
|
|
26,056
|
|
||
|
|
|
|
|
||||
Interest expense, net
|
|
3,439
|
|
|
2,263
|
|
||
Income before income taxes
|
|
31,947
|
|
|
23,793
|
|
||
|
|
|
|
|
||||
Income tax expense
|
|
12,039
|
|
|
9,469
|
|
||
Net income
|
|
19,908
|
|
|
14,324
|
|
||
Net income attributable to noncontrolling interests
|
|
65
|
|
|
111
|
|
||
Net income attributable to Snyder’s-Lance, Inc.
|
|
$
|
19,843
|
|
|
$
|
14,213
|
|
|
|
|
|
|
||||
Basic earnings per share
|
|
$
|
0.29
|
|
|
$
|
0.21
|
|
Weighted average shares outstanding – basic
|
|
68,992
|
|
|
67,912
|
|
||
|
|
|
|
|
||||
Diluted earnings per share
|
|
$
|
0.28
|
|
|
$
|
0.21
|
|
Weighted average shares outstanding – diluted
|
|
69,839
|
|
|
69,053
|
|
||
|
|
|
|
|
||||
Cash dividends declared per share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
|
Quarter Ended
|
||||||
|
|
March 30, 2013
|
|
March 31, 2012
|
||||
Net income
|
|
$
|
19,908
|
|
|
$
|
14,324
|
|
|
|
|
|
|
||||
Net unrealized (losses)/gains on derivative instruments, net of income tax
|
|
(13
|
)
|
|
134
|
|
||
Foreign currency translation adjustment
|
|
(1,558
|
)
|
|
1,589
|
|
||
Total other comprehensive (loss)/income
|
|
(1,571
|
)
|
|
1,723
|
|
||
|
|
|
|
|
||||
Total comprehensive income
|
|
18,337
|
|
|
16,047
|
|
||
Comprehensive income attributable to noncontrolling interests, net of income tax of $38 and $30, respectively
|
|
(65
|
)
|
|
(111
|
)
|
||
Total comprehensive income attributable to Snyder’s-Lance, Inc.
|
|
$
|
18,272
|
|
|
$
|
15,936
|
|
|
|
March 30, 2013
|
|
December 29, 2012
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
12,084
|
|
|
$
|
9,276
|
|
Accounts receivable, net of allowances of $2,780 and $2,159, respectively
|
|
150,418
|
|
|
141,862
|
|
||
Inventories
|
|
111,983
|
|
|
118,256
|
|
||
Deferred income taxes
|
|
12,091
|
|
|
11,625
|
|
||
Assets held for sale
|
|
22,009
|
|
|
11,038
|
|
||
Prepaid expenses and other current assets
|
|
28,442
|
|
|
28,676
|
|
||
Total current assets
|
|
337,027
|
|
|
320,733
|
|
||
|
|
|
|
|
||||
Noncurrent assets:
|
|
|
|
|
||||
Fixed assets, net of accumulated depreciation of $338,895 and $331,053, respectively
|
|
337,190
|
|
|
331,385
|
|
||
Goodwill
|
|
537,708
|
|
|
540,389
|
|
||
Other intangible assets, net
|
|
525,949
|
|
|
531,735
|
|
||
Other noncurrent assets
|
|
22,970
|
|
|
22,490
|
|
||
Total assets
|
|
$
|
1,760,844
|
|
|
$
|
1,746,732
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
20,161
|
|
|
$
|
20,462
|
|
Accounts payable
|
|
57,453
|
|
|
54,791
|
|
||
Accrued compensation
|
|
23,850
|
|
|
31,037
|
|
||
Accrued selling and promotional costs
|
|
13,684
|
|
|
16,240
|
|
||
Income tax payable
|
|
578
|
|
|
1,263
|
|
||
Other payables and accrued liabilities
|
|
33,742
|
|
|
30,830
|
|
||
Total current liabilities
|
|
149,468
|
|
|
154,623
|
|
||
|
|
|
|
|
||||
Noncurrent liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
520,911
|
|
|
514,587
|
|
||
Deferred income taxes
|
|
177,833
|
|
|
176,037
|
|
||
Other noncurrent liabilities
|
|
28,119
|
|
|
29,310
|
|
||
Total liabilities
|
|
876,331
|
|
|
874,557
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, 69,154,657 and 68,863,974 shares outstanding, respectively
|
|
57,627
|
|
|
57,384
|
|
||
Preferred stock, no shares outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
750,956
|
|
|
746,155
|
|
||
Retained earnings
|
|
59,647
|
|
|
50,847
|
|
||
Accumulated other comprehensive income
|
|
13,547
|
|
|
15,118
|
|
||
Total Snyder’s-Lance, Inc. stockholders’ equity
|
|
881,777
|
|
|
869,504
|
|
||
Noncontrolling interests
|
|
2,736
|
|
|
2,671
|
|
||
Total stockholders’ equity
|
|
884,513
|
|
|
872,175
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,760,844
|
|
|
$
|
1,746,732
|
|
|
|
Quarter Ended
|
||||||
|
|
March 30, 2013
|
|
March 31, 2012
|
||||
Operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
19,908
|
|
|
$
|
14,324
|
|
Adjustments to reconcile net income to cash from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
14,778
|
|
|
12,867
|
|
||
Stock-based compensation expense
|
|
1,181
|
|
|
1,008
|
|
||
Gain on sale of fixed assets, net
|
|
(510
|
)
|
|
(259
|
)
|
||
Gain on sale of route businesses
|
|
(110
|
)
|
|
(9,287
|
)
|
||
Changes in operating assets and liabilities
|
|
(7,772
|
)
|
|
1,928
|
|
||
Net cash provided by operating activities
|
|
27,475
|
|
|
20,581
|
|
||
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(18,572
|
)
|
|
(13,782
|
)
|
||
Purchases of route businesses
|
|
(11,142
|
)
|
|
(21,712
|
)
|
||
Proceeds from sale of fixed assets
|
|
1,600
|
|
|
2,852
|
|
||
Proceeds from sale of route businesses
|
|
4,528
|
|
|
28,929
|
|
||
Net cash used in investing activities
|
|
(23,586
|
)
|
|
(3,713
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Dividends paid to stockholders
|
|
(11,043
|
)
|
|
(10,873
|
)
|
||
Issuances of common stock
|
|
4,567
|
|
|
2,282
|
|
||
Repurchases of common stock
|
|
(703
|
)
|
|
(322
|
)
|
||
Repayments of long-term debt
|
|
(8,652
|
)
|
|
(610
|
)
|
||
Net proceeds/(repayments) from revolving credit facilities
|
|
14,935
|
|
|
(5,899
|
)
|
||
Net cash used in financing activities
|
|
(896
|
)
|
|
(15,422
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
(185
|
)
|
|
(138
|
)
|
||
|
|
|
|
|
||||
Increase in cash and cash equivalents
|
|
2,808
|
|
|
1,308
|
|
||
Cash and cash equivalents at beginning of period
|
|
9,276
|
|
|
20,841
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
12,084
|
|
|
$
|
22,149
|
|
|
|
|
|
|
||||
Supplemental information:
|
|
|
|
|
||||
Cash paid/(received) for income taxes, net of refunds of $30 and $12,283, respectively
|
|
$
|
10,196
|
|
|
$
|
(11,650
|
)
|
Cash paid for interest
|
|
$
|
2,700
|
|
|
$
|
1,231
|
|
(in thousands, except per share data)
|
|
Quarter Ended March 31, 2012
|
||
Net revenue
|
|
$
|
413,988
|
|
Income before interest and income taxes
|
|
26,849
|
|
|
Net income attributable to Snyder's-Lance, Inc.
|
|
13,962
|
|
|
Weighted average diluted shares
|
|
69,053
|
|
|
Diluted earnings per share
|
|
$
|
0.20
|
|
(in thousands)
|
|
March 30, 2013
|
|
December 29, 2012
|
||||
Finished goods
|
|
$
|
70,229
|
|
|
$
|
74,627
|
|
Raw materials
|
|
17,091
|
|
|
19,307
|
|
||
Maintenance parts, packaging and supplies
|
|
24,663
|
|
|
24,322
|
|
||
Total inventories
|
|
$
|
111,983
|
|
|
$
|
118,256
|
|
(in thousands)
|
|
March 30, 2013
|
|
December 29, 2012
|
||||
Land and land improvements
|
|
$
|
28,267
|
|
|
$
|
28,501
|
|
Buildings and building improvements
|
|
134,915
|
|
|
135,491
|
|
||
Machinery, equipment and computer systems
|
|
440,683
|
|
|
416,767
|
|
||
Trucks and automobiles
|
|
29,565
|
|
|
32,042
|
|
||
Furniture and fixtures
|
|
12,156
|
|
|
12,158
|
|
||
Construction in progress
|
|
33,333
|
|
|
41,257
|
|
||
|
|
$
|
678,919
|
|
|
$
|
666,216
|
|
Accumulated depreciation
|
|
(338,895
|
)
|
|
(331,053
|
)
|
||
|
|
340,024
|
|
|
335,163
|
|
||
Fixed assets held for sale
|
|
(2,834
|
)
|
|
(3,778
|
)
|
||
Fixed assets, net
|
|
$
|
337,190
|
|
|
$
|
331,385
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 29, 2012
|
|
$
|
540,389
|
|
Goodwill acquired in the purchase of route businesses
|
|
3,603
|
|
|
Goodwill attributable to the sale of route businesses
|
|
(1,451
|
)
|
|
Change in goodwill reclassified to assets held for sale
|
|
(3,972
|
)
|
|
Change in foreign currency exchange rate
|
|
(861
|
)
|
|
Balance as of March 30, 2013
|
|
$
|
537,708
|
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
As of March 30, 2013:
|
|
|
|
|
|
|
||||||
Customer and contractual relationships – amortized
|
|
$
|
148,956
|
|
|
$
|
(12,636
|
)
|
|
$
|
136,320
|
|
Non-compete agreement – amortized
|
|
100
|
|
|
(22
|
)
|
|
78
|
|
|||
Reacquired rights – amortized
|
|
3,100
|
|
|
(641
|
)
|
|
2,459
|
|
|||
Patents – amortized
|
|
8,600
|
|
|
(361
|
)
|
|
8,239
|
|
|||
Routes – unamortized
|
|
16,792
|
|
|
—
|
|
|
16,792
|
|
|||
Trademarks – unamortized
|
|
362,587
|
|
|
(526
|
)
|
|
362,061
|
|
|||
Balance as of March 30, 2013
|
|
$
|
540,135
|
|
|
$
|
(14,186
|
)
|
|
$
|
525,949
|
|
|
|
|
|
|
|
|
||||||
As of December 29, 2012:
|
|
|
|
|
|
|
||||||
Customer and contractual relationships – amortized
|
|
$
|
148,956
|
|
|
$
|
(10,524
|
)
|
|
$
|
138,432
|
|
Non-compete agreement – amortized
|
|
100
|
|
|
(10
|
)
|
|
90
|
|
|||
Reacquired rights – amortized
|
|
3,100
|
|
|
(544
|
)
|
|
2,556
|
|
|||
Patents – amortized
|
|
8,600
|
|
|
(165
|
)
|
|
8,435
|
|
|||
Routes – unamortized
|
|
20,161
|
|
|
—
|
|
|
20,161
|
|
|||
Trademarks – unamortized
|
|
362,587
|
|
|
(526
|
)
|
|
362,061
|
|
|||
Balance as of December 29, 2012
|
|
$
|
543,504
|
|
|
$
|
(11,769
|
)
|
|
$
|
531,735
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance of routes as of December 29, 2012
|
|
$
|
20,161
|
|
Purchases of route businesses, exclusive of goodwill acquired
|
|
7,540
|
|
|
Sales of route businesses
|
|
(2,967
|
)
|
|
Change in routes reclassified to assets held for sale
|
|
(7,942
|
)
|
|
Balance of routes as of March 30, 2013
|
|
$
|
16,792
|
|
(in thousands)
|
|
March 30, 2013
|
|
December 29, 2012
|
||||
Revolving credit facilities
|
|
$
|
116,062
|
|
|
$
|
101,127
|
|
Other long-term debt
|
|
425,010
|
|
|
433,922
|
|
||
Total debt
|
|
541,072
|
|
|
535,049
|
|
||
Less current portion of long-term debt
|
|
(20,161
|
)
|
|
(20,462
|
)
|
||
Total long-term debt
|
|
$
|
520,911
|
|
|
$
|
514,587
|
|
(in thousands)
|
|
Balance Sheet Location
|
|
March 30, 2013
|
|
December 29, 2012
|
||||
Interest rate swaps
|
|
Other payables and accrued liabilities
|
|
$
|
(7
|
)
|
|
$
|
(15
|
)
|
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
(1,429
|
)
|
|
(1,575
|
)
|
||
Foreign currency forwards
|
|
Other payables and accrued liabilities
|
|
(119
|
)
|
|
—
|
|
||
Total fair value of derivative instruments
|
|
|
|
$
|
(1,555
|
)
|
|
$
|
(1,590
|
)
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
March 30, 2013
|
|
March 31, 2012
|
||||
Interest rate swaps, net of income tax (expense)/benefit of ($43) and $23, respectively
|
|
$
|
69
|
|
|
$
|
(37
|
)
|
Foreign currency forwards, net of income tax benefit/(expense) of $37 and ($78), respectively
|
|
(82
|
)
|
|
171
|
|
||
Total change in unrealized (losses)/gains from derivative instruments, net of income tax (effective portion)
|
|
$
|
(13
|
)
|
|
$
|
134
|
|
(in thousands)
|
|
Income Statement Location
|
|
March 30, 2013
|
|
March 31, 2012
|
||||
Gains/(losses) on cash flow hedges reclassified out of total other comprehensive income:
|
|
|
|
|
|
|
||||
Interest rate swaps, net of tax of $69 and $73, respectively
|
|
Interest expense, net
|
|
$
|
(111
|
)
|
|
$
|
(118
|
)
|
Foreign currency forwards, net of tax of $25 and ($39), respectively
|
|
Net revenue
|
|
(56
|
)
|
|
87
|
|
||
Foreign currency forwards, net of tax of $4 and ($1), respectively
|
|
Other income, net
|
|
(8
|
)
|
|
1
|
|
||
Total cash flow hedge reclassifications, net of tax
|
|
|
|
$
|
(175
|
)
|
|
$
|
(30
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||
Balance as of December 29, 2012
|
|
$
|
(842
|
)
|
|
$
|
15,960
|
|
|
$
|
15,118
|
|
Other comprehensive income/(loss) before reclassifications
|
|
162
|
|
|
(1,558
|
)
|
|
(1,396
|
)
|
|||
(Losses)/income reclassified from comprehensive income
|
|
(175
|
)
|
|
—
|
|
|
(175
|
)
|
|||
Net other comprehensive loss
|
|
(13
|
)
|
|
(1,558
|
)
|
|
(1,571
|
)
|
|||
Balance as of March 30, 2013
|
|
$
|
(855
|
)
|
|
$
|
14,402
|
|
|
$
|
13,547
|
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
March 30, 2013
|
|
March 31, 2012
|
||||
Branded
|
|
$
|
258,187
|
|
|
$
|
230,428
|
|
Partner brands
|
|
70,409
|
|
|
69,589
|
|
||
Private brands
|
|
68,681
|
|
|
70,097
|
|
||
Other
|
|
21,295
|
|
|
22,729
|
|
||
Net revenue
|
|
$
|
418,572
|
|
|
$
|
392,843
|
|
•
|
Net revenue
- Net revenue increased compared to the prior year, primarily due to increased revenue from branded products. The
increase
in net revenue from branded products was driven primarily by the acquisition of Snack Factory in the fourth quarter of 2012.
|
•
|
Gross margin
- Improved manufacturing efficiencies and the greater mix of revenues from branded products increased gross margin as a percentage of revenue.
|
•
|
Selling, general and administrative
- Significant reductions in selling, general and administrative expenses were recognized throughout 2012, primarily as a result of the completion of the independent business owner ("IBO") conversion and the realization of full synergies associated with the merger of Lance, Inc. and Snyder's of Hanover, Inc. ("Merger"). These reductions provided us with lower selling, general and administrative costs as a percentage of net revenue during the first quarter of 2013 as compared to the first quarter of 2012.
|
•
|
Gains on the sale of routes
- We recorded net gains of $0.1 million from the sale of route businesses in the first quarter of 2013, compared to net gains of $9.3 million in the first quarter of 2012. Sales of route businesses were substantially lower compared to the prior year as the IBO conversion was completed in the second quarter of 2012. We do, however, continue to expect some gains on the sale of routes as we continue to optimize and expand our IBO distribution network.
|
|
|
|
|
|
|
Favorable/
|
|||||||||||||||
|
|
Quarter Ended
|
|
(Unfavorable)
|
|||||||||||||||||
(in thousands)
|
|
March 30, 2013
|
|
March 31, 2012
|
|
Variance
|
|||||||||||||||
Net revenue
|
|
$
|
418,572
|
|
|
100.0
|
%
|
|
$
|
392,843
|
|
|
100.0
|
%
|
|
$
|
25,729
|
|
|
6.5
|
%
|
Cost of sales
|
|
273,776
|
|
|
65.4
|
%
|
|
265,460
|
|
|
67.6
|
%
|
|
(8,316
|
)
|
|
(3.1
|
)%
|
|||
Gross margin
|
|
144,796
|
|
|
34.6
|
%
|
|
127,383
|
|
|
32.4
|
%
|
|
17,413
|
|
|
13.7
|
%
|
|||
Selling, general and administrative
|
|
110,996
|
|
|
26.5
|
%
|
|
110,703
|
|
|
28.2
|
%
|
|
(293
|
)
|
|
(0.3
|
)%
|
|||
Gain on sale of route businesses, net
|
|
(110
|
)
|
|
—
|
%
|
|
(9,287
|
)
|
|
(2.4
|
)%
|
|
(9,177
|
)
|
|
(98.8
|
)%
|
|||
Other income, net
|
|
(1,476
|
)
|
|
(0.4
|
)%
|
|
(89
|
)
|
|
—
|
%
|
|
1,387
|
|
|
nm
|
|
|||
Income before interest and income taxes
|
|
35,386
|
|
|
8.5
|
%
|
|
26,056
|
|
|
6.6
|
%
|
|
9,330
|
|
|
35.8
|
%
|
|||
Interest expense, net
|
|
3,439
|
|
|
0.8
|
%
|
|
2,263
|
|
|
0.6
|
%
|
|
(1,176
|
)
|
|
(52.0
|
)%
|
|||
Income tax expense
|
|
12,039
|
|
|
2.9
|
%
|
|
9,469
|
|
|
2.4
|
%
|
|
(2,570
|
)
|
|
(27.1
|
)%
|
|||
Net income
|
|
$
|
19,908
|
|
|
4.8
|
%
|
|
$
|
14,324
|
|
|
3.6
|
%
|
|
$
|
5,584
|
|
|
39.0
|
%
|
|
|
|
|
|
|
|
|
|
|
Favorable/
|
|||||||||||
|
|
Quarter Ended
|
|
(Unfavorable)
|
|||||||||||||||||
(in thousands)
|
|
March 30, 2013
|
|
March 31, 2012
|
|
Variance
|
|||||||||||||||
Branded
|
|
$
|
258,187
|
|
|
61.7
|
%
|
|
$
|
230,428
|
|
|
58.7
|
%
|
|
$
|
27,759
|
|
|
12.0
|
%
|
Partner brands
|
|
70,409
|
|
|
16.8
|
%
|
|
69,589
|
|
|
17.7
|
%
|
|
820
|
|
|
1.2
|
%
|
|||
Private brands
|
|
68,681
|
|
|
16.4
|
%
|
|
70,097
|
|
|
17.8
|
%
|
|
(1,416
|
)
|
|
(2.0
|
)%
|
|||
Other
|
|
21,295
|
|
|
5.1
|
%
|
|
22,729
|
|
|
5.8
|
%
|
|
(1,434
|
)
|
|
(6.3
|
)%
|
|||
Net revenue
|
|
$
|
418,572
|
|
|
100.0
|
%
|
|
$
|
392,843
|
|
|
100.0
|
%
|
|
$
|
25,729
|
|
|
6.5
|
%
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
|||||
December 30, 2012 -- January 31, 2013
|
|
412
|
|
|
$
|
24.65
|
|
|
—
|
|
|
184,722
|
|
February 1, 2013 -- February 28, 2013
|
|
27,078
|
|
|
25.56
|
|
|
—
|
|
|
157,644
|
|
|
March 1, 2013 -- March 30, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,644
|
|
|
Total
|
|
27,490
|
|
|
$
|
25.55
|
|
|
—
|
|
|
157,644
|
|
(1)
|
In November 2011, the Board of Directors authorized the repurchase of up to 200,000 shares of common stock from employees. The purpose of the repurchase program is to permit the Company to acquire shares of common stock from employees to cover withholding taxes payable by employees upon the vesting of shares of restricted stock. The repurchase program expires in February 2014. All of the shares reflected in the table were repurchased pursuant to the repurchase program.
|
|
No.
|
Description
|
|
|
|
|
3.1
|
Restated Articles of Incorporation of Snyder's-Lance, Inc. as amended through April 17, 1998, incorporated herein by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the twelve weeks ended June 13, 1998 (File No. 0-398).
|
|
|
|
|
3.2
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Snyder's-Lance, Inc., incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 6, 2010 (File No. 0-398).
|
|
|
|
|
3.3
|
Bylaws of Snyder's-Lance, Inc., as amended through December 6, 2010, incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on December 6, 2010 (File No. 0-398).
|
|
|
|
|
10.1*
|
Transition Services and Retirement Agreement, dated as of January 8, 2013, between the Registrant and David V. Singer, incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on January 14, 2013 (File No. 0-398).
|
|
|
|
|
10.2*
|
Snyder's-Lance, Inc. Annual Performance Incentive Plan for Officers and Key Managers, dated February 7, 2013, as amended, filed herewith.
|
|
|
|
|
10.3*
|
Snyder's-Lance, Inc. Long-Term Performance Incentive Plan for Officers and Key Managers, dated February 7, 2013, as amended, filed herewith.
|
|
|
|
|
10.4*
|
Snyder's-Lance, Inc. 2008 Director Stock Plan (as amended and restated), dated February 8, 2013, filed herewith.
|
|
|
|
|
10.5*
|
Chairman of the Board Compensation Letter, dated February 8, 2013, as amended, between the Registrant and Michael A. Warehime, filed herewith.
|
|
|
|
|
10.6*
|
Restricted Stock Unit Award Agreement, dated as of February 22, 2013, between the Registrant and David V. Singer, filed herewith.
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
32
|
Certification pursuant to Rule 13a-14(b), as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
|
|
101
|
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
|
|
SNYDER’S-LANCE, INC.
|
||
|
|
|
|
|
|
|
|
Dated: May 7, 2013
|
By:
|
|
/s/ Rick D. Puckett
|
|
|
|
Rick D. Puckett
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
•
|
Motivate behaviors that lead to the successful achievement of specific sales, financial and operations goals that support Snyder’s-Lance, Inc. stated business strategy and to align participants’ interests with those of stockholders.
|
•
|
Emphasize link between participants’ performance and rewards for meeting predetermined, specific goals.
|
•
|
Focus participant’s attention on operational effectiveness from both an earnings and an investment perspective.
|
•
|
Promote the performance orientation at Snyder’s-Lance, Inc. and communicate to employees that greater responsibility carries greater rewards.
|
|
Threshold
|
Target
|
Maximum
|
Award Level Funded
|
TBD
|
100%
|
TBD
|
•
|
Maximum
: Excellent; deserves an above-market incentive
|
•
|
Target
: Normal or expected performance; deserves market-level incentive
|
•
|
Threshold
: Lowest level of performance deserving payment above base salary; deserves below-market incentive
|
•
|
Align officers’ and managers’ interests with those of stockholders by linking a substantial portion of compensation to the price of the Company’s Common Stock and to the Company’s financial performance based on performance measures as described below.
|
•
|
Provide a way to attract and retain key executives and managers who are critical to the Company’s future success.
|
•
|
Provide competitive total compensation for executives and managers commensurate with Company performance.
|
|
Threshold
|
Target
|
Maximum
|
Award Level Funded
|
TBD
|
100%
|
TBD
|
•
|
Maximum
: Excellent; deserves an above-market incentive
|
•
|
Target
: Normal or expected performance; deserves market-level incentive
|
•
|
Threshold
: Lowest level of performance deserving payment above base salary; deserves below-market incentive
|
Date
|
Portion of Award
That Vests
|
First Anniversary of Grant Date................
|
33-1/3%
|
Second Anniversary of Grant Date............
|
33-1/3%
|
Third Anniversary of Grant Date...............
|
33-1/3%
|
(i)
|
Death
. If Executive dies, any unvested Restricted Stock Units that have not been previously forfeited pursuant to Section 4(b)(iv) below shall become fully (100%) vested and immediately payable.
|
(ii)
|
Termination upon Retirement Date
. If Executive’s employment with the Company and its Subsidiaries terminates upon the Retirement Date, then any unvested Restricted Stock Units shall continue to become vested and payable in accordance with the schedule set forth in Section 4(a) above, provided that Executive complies with the post-employment covenants set forth in the Employment Agreement.
|
(iii)
|
Termination without Cause during Transitional Services Period
. If Executive’s employment with the Company and its Subsidiaries is terminated by the Company without Cause, including termination due to Executive’s Disability, during the Transitional Services Period, then any unvested Restricted Stock Units shall continue to become vested and payable in accordance with the schedule set forth in Section 4(a) above, provided that Executive complies with the post-employment covenants set forth in the Employment Agreement.
|
(iv)
|
Any Other Termination of Employment
. If Executive’s employment with the Company and its Subsidiaries terminates before the Retirement Date for any reason other than as set forth above, then any unvested Restricted Stock Units as of the date of such termination of employment shall be immediately cancelled and forfeited.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Carl E. Lee, Jr.
|
Carl E. Lee, Jr.
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Rick D. Puckett
|
Rick D. Puckett
|
Executive Vice President, Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Carl E. Lee, Jr.
|
|
|
|
/s/ Rick D. Puckett
|
Carl E. Lee, Jr.
|
|
|
|
Rick D. Puckett
|
President and Chief Executive Officer
|
|
|
|
Executive Vice President, Chief Financial
|
May 7, 2013
|
|
|
|
Officer and Treasurer
|
|
|
|
|
May 7, 2013
|