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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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North Carolina
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56-0292920
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(State of incorporation)
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(I.R.S. Employer Identification Number)
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13024 Ballantyne Corporate Place, Suite 900, Charlotte, North Carolina 28277
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(Address of principal executive offices) (zip code)
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Post Office Box 32368, Charlotte, North Carolina 28232-2368
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(Mailing address of principal executive offices) (zip code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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$0.83-1/3 Par Value Common Stock
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The NASDAQ Stock Market LLC
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(do not check if a smaller reporting company)
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Page
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item X
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Directors, Executive Officers and Corporate Governance
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Item 11
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Executive Compensation
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
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Certain Relationships and Related Transactions and Director Independence
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Item 14
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Principal Accountant Fees and Services
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Item 15
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Exhibit 12
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Ratio of Earnings to Fixed Charges
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Exhibit 21
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Subsidiaries of Snyder’s-Lance, Inc.
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Exhibit 23
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Consent of Independent Registered Public Accounting Firm
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Exhibit 31.1
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Section 302 Certification of the CEO
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Exhibit 31.2
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Section 302 Certification of the CFO
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Exhibit 32
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Section 906 Certification of the CEO and CFO
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•
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Lead with Quality.
Lead with quality by continuously improving our products and service to our retailers and third-party distributors.
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•
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Grow our Core.
Grow our Core brands by leveraging our National Distribution Network and improving brand awareness.
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•
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Reach More Consumers.
Reach more consumers by securing new retailers with a significant focus on innovation.
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•
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Maximize Shareholder Return.
Maximize shareholder return through revenue growth, margin enhancements and optimizing returns on invested capital.
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Name
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Age
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Information About Officers
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Carl E. Lee, Jr.
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54
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President and Chief Executive Officer of Snyder's-Lance, Inc. since May 2013; President and Chief Operating Officer of Snyder’s-Lance, Inc. from December 2010 to May 2013; President and Chief Executive Officer of Snyder’s of Hanover, Inc. from 2005 to December 2010. From 2001 to 2005, Mr. Lee worked for First Data Corporation as President and Chief Executive Officer of WFMS. Served as Regional President for Nabisco International from 1997 to 2001. From 1986 to 1997, he served in a variety of senior roles with Frito-Lay domestically and internationally.
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Rick D. Puckett
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60
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Executive Vice President, Chief Financial Officer and Treasurer of Snyder’s-Lance, Inc. since December 2010; Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Lance, Inc. from 2006 to December 2010; Executive Vice President, Chief Financial Officer, Secretary and Treasurer of United Natural Foods, Inc., a wholesale distributor of natural and organic products, from 2005 to January 2006; and Senior Vice President, Chief Financial Officer and Treasurer of United Natural Foods, Inc. from 2003 to 2005.
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Kevin A. Henry
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46
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Senior Vice President and Chief Human Resources Officer of Snyder’s-Lance, Inc. since December 2010; Senior Vice President and Chief Human Resources Officer of Lance, Inc. from January 2010 to December 2010; Chief Human Resources Officer of Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, from September 2007 to 2009; and Senior Vice President of Human Resources at Coca-Cola Bottling Co. Consolidated from February 2001 to 2007.
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Margaret E. Wicklund
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53
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Vice President, Corporate Controller, Principal Accounting Officer and Assistant Secretary of Snyder’s-Lance, Inc. since December 2010; Vice President, Corporate Controller, Principal Accounting Officer and Assistant Secretary of Lance, Inc. from 2007 to December 2010; Corporate Controller, Principal Accounting Officer and Assistant Secretary of Lance, Inc. from 1999 to 2006.
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Charles E. Good
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65
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President, S-L Distribution Company, Inc. and Senior Vice President of Snyder’s-Lance, Inc. since December 2010; Chief Financial Officer, Secretary and Treasurer of Snyder’s of Hanover, Inc. from 2006 to December 2010.
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2013 Interim Periods
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High
Price
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Low
Price
|
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Dividend
Paid
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||||||
First quarter (13 weeks ended March 30, 2013)
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$
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26.29
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$
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23.48
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$
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0.16
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Second quarter (13 weeks ended June 29, 2013)
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28.62
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24.15
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0.16
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Third quarter (13 weeks ended September 28, 2013)
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32.49
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26.53
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0.16
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Fourth quarter (13 weeks ended December 28, 2013)
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30.52
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26.73
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0.16
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||||||
2012 Interim Periods
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High
Price
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Low
Price
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Dividend
Paid
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||||||
First quarter (13 weeks ended March 31, 2012)
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$
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26.20
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$
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21.64
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$
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0.16
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Second quarter (13 weeks ended June 30, 2012)
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27.09
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24.25
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0.16
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Third quarter (13 weeks ended September 29, 2012)
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25.96
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22.24
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0.16
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Fourth quarter (13 weeks ended December 29, 2012)
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26.07
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22.59
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0.16
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Period
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Total Number of Shares Purchased
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Average Price Paid Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
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|||||
September 29, 2013 - October 31, 2013
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—
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$
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—
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—
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157,379
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November 1, 2013 - November 30, 2013
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2,037
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29.58
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—
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155,342
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December 1, 2013 - December 28, 2013
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—
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—
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—
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155,342
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Total
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2,037
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$
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29.58
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—
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155,342
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2013
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2012
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2011
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2010
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2009
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||||||||||
Results of Operations (in thousands):
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||||||||||
Net revenue
(1) (2) (3) (4)
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$
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1,761,049
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$
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1,618,634
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$
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1,635,036
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$
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979,835
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$
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918,163
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Income before income taxes
(5) (6) (7) (8)
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124,559
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99,653
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59,845
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8,162
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53,331
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Net income
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79,084
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59,510
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38,741
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2,531
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35,028
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Net income attributable to noncontrolling interests,
net of income tax
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364
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425
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483
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19
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—
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Net income attributable to Snyder’s-Lance, Inc.
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$
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78,720
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$
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59,085
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$
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38,258
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$
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2,512
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$
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35,028
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||||||||||
Average Number of Common Shares
Outstanding (in thousands):
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||||||||||
Basic
(9)
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69,383
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68,382
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67,400
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34,128
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31,565
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|||||
Diluted
(9)
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70,158
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69,215
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68,478
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34,348
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32,384
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Per Share of Common Stock:
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||||||||||
Basic earnings per share
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$
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1.13
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$
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0.86
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$
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0.57
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$
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0.07
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$
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1.11
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Diluted earnings per share
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$
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1.12
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$
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0.85
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$
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0.56
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$
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0.07
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$
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1.08
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Cash dividends declared
(10)
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$
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0.64
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$
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0.64
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$
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0.64
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|
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$
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4.39
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$
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0.64
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||||||||||
Financial Status at Year-end (in thousands):
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||||||||||
Total assets
(11)(12)
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$
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1,764,594
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$
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1,746,732
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$
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1,466,790
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$
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1,462,356
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$
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540,114
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Long-term debt, net of current portion
(11)(12)
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$
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480,082
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$
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514,587
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$
|
253,939
|
|
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$
|
227,462
|
|
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$
|
113,000
|
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Total debt
(11)(12)
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$
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497,373
|
|
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$
|
535,049
|
|
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$
|
258,195
|
|
|
$
|
285,229
|
|
|
$
|
113,000
|
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(1)
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2013 net revenue increase included the full year impact of the acquisition of Snack Factory in October 2012.
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(2)
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2012 net revenue included approximately $30 million as a result of acquisitions, including the acquisition of Snack Factory in October 2012. The completion of the conversion to an IBO-based DSD network ("IBO conversion") reduced net revenue by approximately $53 million compared to 2011.
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(3)
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2011 net revenue is not comparable to prior years as a result of the Merger and the IBO conversion. Additionally, 2011 net revenue included approximately $8 million from the acquisition of George Greer Company Inc. in August 2011.
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(4)
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2010 net revenue included approximately $49 million as a result of the Merger with Snyder’s in December 2010 and approximately $18 million from the acquisition of Stella D’oro in October 2009. In addition, 2010 was a 53-week year. There was approximately $11 million of incremental net revenue related to the additional week.
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(5)
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2013 pre-tax income was impacted by certain self-funded medical claims that resulted in $4.7 million in incremental expenses as well as impairment charges of $1.9 million associated with one of our trademarks, offset by $2.3 million in gains on the sale of fixed assets associated with the consolidation of our Canadian manufacturing facilities.
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(6)
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2012 pre-tax income included the impact of approximately $6 million in severance costs and professional fees related to Merger integration activities, approximately $12 million in impairment charges offset by approximately $22 million in gains on the sale of route businesses associated with the IBO conversion.
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(7)
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2011 pre-tax income was significantly impacted by approximately $20 million in severance costs and professional fees related to Merger and integration activities, approximately $10 million in asset impairment charges related to the IBO conversion, approximately $3 million in charges related to closing the Corsicana, Texas manufacturing facility, approximately $10 million in expense reductions related to a change in the vacation plan and approximately $9 million in gains on the sale of route businesses associated with the IBO conversion.
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(8)
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2010 pre-tax income included the significant impacts of the change-in-control and other Merger-related expenses incurred in connection with the Merger, totaling approximately $38 million, as well as incremental costs of approximately $3 million for an unsuccessful bid for a targeted acquisition, $3 million for severance costs relating to a workforce reduction, $2 million for a claims buy-out agreement with an insurance company and a pre-tax loss for the additional fifty-third week of approximately $2 million.
|
(9)
|
2011 basic and diluted shares outstanding include the full-year impact of shares issued in connection with the Merger.
|
(10)
|
2010 includes a special dividend of $3.75 per share in connection with the Merger.
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(11)
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2010 total assets, long-term debt and total debt increased substantially from 2009 primarily because of the Merger.
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(12)
|
2012 total assets, long-term debt and total debt increased from 2011 primarily because of the acquisition of Snack Factory.
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•
|
Snack Factory
- We experienced strong revenue growth from our Snack Factory
®
Pretzel Crisps
®
pretzel crackers and gained an additional 2.3 points of market share in the deli snacks category, as determined by an independent third party, and realized approximately 25% in year over year retail sales growth. We expanded the distribution of this brand significantly and were able to drive increased consumer awareness through our marketing efforts. In addition, we successfully integrated the business during 2013.
|
•
|
Innovation efforts
- We introduced new flavors of our Cape Cod
®
waffle-cut kettle chips, gluten free Snyder’s of Hanover
®
pretzels, and late in 2013, introduced Snyder’s of Hanover
®
Korn Krunchers. We also introduced Quitos™, a new Allied brand product line to be distributed primarily through our DSD network. We made significant improvements to our Lance
®
and Archway
®
brands by increasing the quality of the products through ingredient changes, along with upgrades in packaging that provide better consumer messaging.
|
•
|
Lance
®
anniversary
-
We achieved a significant milestone in 2013 with the 100-year anniversary of the Lance
®
brand.
|
•
|
Expansion of our DSD network
- We further developed our DSD network with acquisitions of regional third-party distributors and continued to optimize and expand our reach to customers.
|
•
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Michaud Distributors
- On October 25, 2013, we acquired the remaining 20% equity in Michaud Distributors ("Michaud") and now own all of the outstanding equity. We exchanged 342,212 newly issued unregistered shares of our common stock for the remaining equity.
|
•
|
Net revenue
- Net revenue increased approximately 9%. This revenue increase was led by strong Core brand growth, primarily related to the full year impact of sales of our Snack Factory
®
Pretzel Crisps
®
pretzel crackers. We realized increased distribution and market share growth for most of our Core brands. However, increased promotional spending was necessary in order to mitigate increased competition, changing consumer buying habits and shifts with major retailers compared to 2012.
|
•
|
Gross margin
- We experienced a slightly higher gross margin percentage compared to 2012, primarily as a result of a higher mix of branded product sales.
|
•
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Selling, general and administrative expenses
- We experienced increases in selling, general and administrative expenses as a result of the additional costs of a full year of Snack Factory operating expenses.
|
•
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Gain on the sale of route businesses
- Our net gains from the sale of route businesses to IBOs declined significantly in 2013 compared to 2012, due to the completion of the IBO conversion during 2012.
|
•
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Impairment charges of $1.9 million were incurred associated with one of our trademarks.
|
•
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Certain self-funded medical claims resulted in $4.7 million in incremental expenses for the year, of which $2.7 million was recorded in cost of sales and $2.0 million was recorded in selling, general and administrative expense.
|
•
|
We recognized $2.3 million in gains on the sale of fixed assets associated with the consolidation of our Canadian manufacturing facilities.
|
•
|
As a result of our strategy to focus on Core brands, we made the decision to replace a portion of net revenue from Allied brands with other, more recognizable, Core branded products. This decision resulted in our recognition of an impairment of trademark intangible assets of $7.6 million.
|
•
|
Impairment of fixed assets and severance expenses totaling $4.8 million were recorded in the fourth quarter, as a result of the decision to close our Cambridge, Ontario manufacturing facility.
|
•
|
Professional fees and severance of $3.8 million was incurred in order to accomplish certain Merger related activities.
|
•
|
Expenses of $2.0 million were recorded in cost of sales due to the relocation of assets from our Corsicana, Texas facility to other manufacturing locations.
|
•
|
Snack Factory acquisition costs of $1.8 million were incurred and recognized as selling, general and administrative expenses.
|
•
|
We expect revenue to grow between three and five percent, with an increased focus on consumer and retailer trends. We are introducing over 60 new products or product flavors, including Snyder’s of Hanover
®
Sweet and Salty pretzel pieces and Pretzel Spoonz
™
, as well as Lance
®
Bolds sandwich crackers. Our continued focus on "better-for-you" products and brands is also important to our growth plans.
|
•
|
We expect ingredient costs in 2014 to be reasonably consistent with 2013 and there are currently no significant planned price increases.
|
•
|
We will continue to make investments in marketing and advertising, including television, digital campaigns and social media, to support our Snyder’s of Hanover
®
, Lance
®
, Cape Cod
®
and Pretzel Crisps
®
brands. This is expected to increase costs associated with marketing and advertising 15% to 20% compared to 2013, with the majority of the increase occurring during the first quarter of 2014.
|
•
|
Fiscal year 2014 will include 53 weeks as compared to 52 weeks for both fiscal year 2013 and 2012, but we expect that the additional week will have very little impact on our earnings.
|
(in millions)
|
|
2013
|
|
2012
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Net revenue
|
|
$
|
1,761.0
|
|
|
100.0
|
%
|
|
$
|
1,618.6
|
|
|
100.0
|
%
|
|
$
|
142.4
|
|
|
8.8
|
%
|
Cost of sales
|
|
1,163.0
|
|
|
66.0
|
%
|
|
1,079.7
|
|
|
66.7
|
%
|
|
(83.3
|
)
|
|
(7.7
|
)%
|
|||
Gross margin
|
|
598.0
|
|
|
34.0
|
%
|
|
538.9
|
|
|
33.3
|
%
|
|
59.1
|
|
|
11.0
|
%
|
|||
Selling, general and administrative
|
|
470.5
|
|
|
26.7
|
%
|
|
440.6
|
|
|
27.2
|
%
|
|
(29.9
|
)
|
|
(6.8
|
)%
|
|||
Impairment charges
|
|
1.9
|
|
|
0.1
|
%
|
|
11.9
|
|
|
0.7
|
%
|
|
10.0
|
|
|
84.0
|
%
|
|||
Gain on sale of route businesses, net
|
|
(2.6
|
)
|
|
(0.1
|
)%
|
|
(22.3
|
)
|
|
(1.3
|
)%
|
|
(19.7
|
)
|
|
(88.3
|
)%
|
|||
Other income, net
|
|
(10.8
|
)
|
|
(0.6
|
)%
|
|
(0.4
|
)
|
|
—
|
%
|
|
10.4
|
|
|
2,600.0
|
%
|
|||
Income before interest and income taxes
|
|
139.0
|
|
|
7.9
|
%
|
|
109.1
|
|
|
6.7
|
%
|
|
29.9
|
|
|
27.4
|
%
|
|||
Interest expense, net
|
|
14.4
|
|
|
0.8
|
%
|
|
9.5
|
|
|
0.5
|
%
|
|
(4.9
|
)
|
|
(51.6
|
)%
|
|||
Income tax expense
|
|
45.5
|
|
|
2.6
|
%
|
|
40.1
|
|
|
2.5
|
%
|
|
(5.4
|
)
|
|
(13.5
|
)%
|
|||
Net income
|
|
$
|
79.1
|
|
|
4.5
|
%
|
|
$
|
59.5
|
|
|
3.7
|
%
|
|
$
|
19.6
|
|
|
32.9
|
%
|
(in millions)
|
|
2013
|
|
2012
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Branded
|
|
$
|
1,071.4
|
|
|
60.8
|
%
|
|
$
|
955.5
|
|
|
59.0
|
%
|
|
$
|
115.9
|
|
|
12.1
|
%
|
Partner brand
|
|
308.4
|
|
|
17.5
|
%
|
|
283.1
|
|
|
17.5
|
%
|
|
25.3
|
|
|
8.9
|
%
|
|||
Private brand
|
|
287.8
|
|
|
16.4
|
%
|
|
291.1
|
|
|
18.0
|
%
|
|
(3.3
|
)
|
|
(1.1
|
)%
|
|||
Other
|
|
93.4
|
|
|
5.3
|
%
|
|
88.9
|
|
|
5.5
|
%
|
|
4.5
|
|
|
5.1
|
%
|
|||
Net revenue
|
|
$
|
1,761.0
|
|
|
100.0
|
%
|
|
$
|
1,618.6
|
|
|
100.0
|
%
|
|
$
|
142.4
|
|
|
8.8
|
%
|
(in millions)
|
|
2012
|
|
2011
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Net revenue
|
|
$
|
1,618.6
|
|
|
100.0
|
%
|
|
$
|
1,635.0
|
|
|
100.0
|
%
|
|
$
|
(16.4
|
)
|
|
(1.0
|
)%
|
Cost of sales
|
|
1,079.7
|
|
|
66.7
|
%
|
|
1,065.1
|
|
|
65.1
|
%
|
|
(14.6
|
)
|
|
(1.4
|
)%
|
|||
Gross margin
|
|
538.9
|
|
|
33.3
|
%
|
|
569.9
|
|
|
34.9
|
%
|
|
(31.0
|
)
|
|
(5.4
|
)%
|
|||
Selling, general and administrative
|
|
440.6
|
|
|
27.2
|
%
|
|
495.2
|
|
|
30.3
|
%
|
|
54.6
|
|
|
11.0
|
%
|
|||
Impairment charges
|
|
11.9
|
|
|
0.7
|
%
|
|
12.7
|
|
|
0.8
|
%
|
|
0.8
|
|
|
6.3
|
%
|
|||
Gain on sale of route businesses, net
|
|
(22.3
|
)
|
|
(1.3
|
)%
|
|
(9.4
|
)
|
|
(0.6
|
)%
|
|
12.9
|
|
|
137.2
|
%
|
|||
Other (income)/expense, net
|
|
(0.4
|
)
|
|
—
|
%
|
|
1.0
|
|
|
0.1
|
%
|
|
1.4
|
|
|
140.0
|
%
|
|||
Income before interest and income taxes
|
|
109.1
|
|
|
6.7
|
%
|
|
70.4
|
|
|
4.3
|
%
|
|
38.7
|
|
|
55.0
|
%
|
|||
Interest expense, net
|
|
9.5
|
|
|
0.5
|
%
|
|
10.6
|
|
|
0.6
|
%
|
|
1.1
|
|
|
10.4
|
%
|
|||
Income tax expense
|
|
40.1
|
|
|
2.5
|
%
|
|
21.1
|
|
|
1.3
|
%
|
|
(19.0
|
)
|
|
(90.0
|
)%
|
|||
Net income
|
|
$
|
59.5
|
|
|
3.7
|
%
|
|
$
|
38.7
|
|
|
2.4
|
%
|
|
$
|
20.8
|
|
|
53.7
|
%
|
(in millions)
|
|
2012
|
|
2011
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Branded
|
|
$
|
955.5
|
|
|
59.0
|
%
|
|
$
|
943.2
|
|
|
57.7
|
%
|
|
$
|
12.3
|
|
|
1.3
|
%
|
Partner brand
|
|
283.1
|
|
|
17.5
|
%
|
|
283.4
|
|
|
17.3
|
%
|
|
(0.3
|
)
|
|
(0.1
|
)%
|
|||
Private brand
|
|
291.1
|
|
|
18.0
|
%
|
|
312.5
|
|
|
19.1
|
%
|
|
(21.4
|
)
|
|
(6.8
|
)%
|
|||
Other
|
|
88.9
|
|
|
5.5
|
%
|
|
95.9
|
|
|
5.9
|
%
|
|
(7.0
|
)
|
|
(7.3
|
)%
|
|||
Net revenue
|
|
$
|
1,618.6
|
|
|
100.0
|
%
|
|
$
|
1,635.0
|
|
|
100.0
|
%
|
|
$
|
(16.4
|
)
|
|
(1.0
|
)%
|
(in thousands)
|
|
|
|
Payments Due by Period
|
|
|
||||||||||||||
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
Thereafter
|
||||||||||||
Purchase commitments
|
|
$
|
117,575
|
|
|
$
|
117,575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt, including interest payable
(1)
|
|
533,055
|
|
|
30,331
|
|
|
400,169
|
|
|
102,555
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
59,973
|
|
|
17,979
|
|
|
25,427
|
|
|
13,024
|
|
|
3,543
|
|
|||||
Unrecognized tax benefits
(2)
|
|
13,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other noncurrent liabilities
(3)
|
|
21,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
745,258
|
|
|
$
|
165,885
|
|
|
$
|
425,596
|
|
|
$
|
115,579
|
|
|
$
|
3,543
|
|
(1)
|
Variable interest will be paid in future periods based on the outstanding balance at that time.
|
(2)
|
Unrecognized tax benefits relate to uncertain tax positions recorded under accounting guidance that we have adopted and include associated interest and penalties. As we are not able to reasonably estimate the timing of the payments or the amount by which the liability will increase or decrease over time, the related balances have not been reflected in the "Payments Due by Period" section of the table.
|
(3)
|
Amounts represent future cash payments to satisfy other noncurrent liabilities recorded on our Consolidated Balance Sheets, including the short-term portion of these long-term liabilities. Included in noncurrent liabilities on our Consolidated Balance Sheets as of
December 28, 2013
were
$11.8 million
in accrued insurance liabilities,
$5.9 million
in accrued incentives, and
$3.6 million
in other liabilities. As the specific payment dates for these liabilities is unknown, the related balances have not been reflected in the "Payments Due by Period" section of the table.
|
(in thousands, except per share data)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenue
|
|
$
|
1,761,049
|
|
|
$
|
1,618,634
|
|
|
$
|
1,635,036
|
|
Cost of sales
|
|
1,163,034
|
|
|
1,079,777
|
|
|
1,065,107
|
|
|||
Gross margin
|
|
598,015
|
|
|
538,857
|
|
|
569,929
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
470,561
|
|
|
440,597
|
|
|
495,267
|
|
|||
Impairment charges
|
|
1,900
|
|
|
11,862
|
|
|
12,704
|
|
|||
Gain on sale of route businesses, net
|
|
(2,590
|
)
|
|
(22,335
|
)
|
|
(9,440
|
)
|
|||
Other (income)/expense, net
|
|
(10,823
|
)
|
|
(407
|
)
|
|
993
|
|
|||
Income before interest and income taxes
|
|
138,967
|
|
|
109,140
|
|
|
70,405
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
14,408
|
|
|
9,487
|
|
|
10,560
|
|
|||
Income before income taxes
|
|
124,559
|
|
|
99,653
|
|
|
59,845
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
45,475
|
|
|
40,143
|
|
|
21,104
|
|
|||
Net income
|
|
79,084
|
|
|
59,510
|
|
|
38,741
|
|
|||
Net income attributable to noncontrolling interests
|
|
364
|
|
|
425
|
|
|
483
|
|
|||
Net income attributable to Snyder’s-Lance, Inc.
|
|
$
|
78,720
|
|
|
$
|
59,085
|
|
|
$
|
38,258
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
1.13
|
|
|
$
|
0.86
|
|
|
$
|
0.57
|
|
Weighted average shares outstanding – basic
|
|
69,383
|
|
|
68,382
|
|
|
67,400
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
$
|
1.12
|
|
|
$
|
0.85
|
|
|
$
|
0.56
|
|
Weighted average shares outstanding – diluted
|
|
70,158
|
|
|
69,215
|
|
|
68,478
|
|
|||
|
|
|
|
|
|
|
||||||
Cash dividends declared per share
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$
|
79,084
|
|
|
$
|
59,510
|
|
|
$
|
38,741
|
|
|
|
|
|
|
|
|
||||||
Net unrealized gains/(losses) on derivative instruments, net of income tax
|
|
268
|
|
|
(372
|
)
|
|
382
|
|
|||
Foreign currency translation adjustment
|
|
(5,215
|
)
|
|
1,771
|
|
|
(1,767
|
)
|
|||
Total other comprehensive (loss)/income
|
|
(4,947
|
)
|
|
1,399
|
|
|
(1,385
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total comprehensive income
|
|
74,137
|
|
|
60,909
|
|
|
37,356
|
|
|||
Comprehensive income attributable to noncontrolling interests, net of income tax of $261, $263 and $322
|
|
(364
|
)
|
|
(425
|
)
|
|
(483
|
)
|
|||
Total comprehensive income attributable to Snyder’s-Lance, Inc.
|
|
$
|
73,773
|
|
|
$
|
60,484
|
|
|
$
|
36,873
|
|
(in thousands, except share data)
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
14,080
|
|
|
$
|
9,276
|
|
Accounts receivable, net of allowances of $1,579 and $2,159, respectively
|
|
144,988
|
|
|
141,862
|
|
||
Inventories
|
|
113,750
|
|
|
118,256
|
|
||
Prepaid income taxes
|
|
9,094
|
|
|
—
|
|
||
Deferred income taxes
|
|
15,391
|
|
|
11,625
|
|
||
Assets held for sale
|
|
15,314
|
|
|
11,038
|
|
||
Prepaid expenses and other current assets
|
|
23,649
|
|
|
28,676
|
|
||
Total current assets
|
|
336,266
|
|
|
320,733
|
|
||
|
|
|
|
|
||||
Noncurrent assets:
|
|
|
|
|
||||
Fixed assets, net
|
|
349,256
|
|
|
331,385
|
|
||
Goodwill
|
|
537,141
|
|
|
540,389
|
|
||
Other intangible assets, net
|
|
519,669
|
|
|
531,735
|
|
||
Other noncurrent assets
|
|
22,262
|
|
|
22,490
|
|
||
Total assets
|
|
$
|
1,764,594
|
|
|
$
|
1,746,732
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
17,291
|
|
|
$
|
20,462
|
|
Accounts payable
|
|
54,510
|
|
|
52,753
|
|
||
Accrued compensation
|
|
29,792
|
|
|
31,037
|
|
||
Accrued casualty insurance claims
|
|
6,262
|
|
|
4,779
|
|
||
Accrued selling and promotional costs
|
|
13,257
|
|
|
16,240
|
|
||
Income tax payable
|
|
—
|
|
|
1,263
|
|
||
Other payables and accrued liabilities
|
|
25,092
|
|
|
28,089
|
|
||
Total current liabilities
|
|
146,204
|
|
|
154,623
|
|
||
|
|
|
|
|
||||
Noncurrent liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
480,082
|
|
|
514,587
|
|
||
Deferred income taxes
|
|
190,393
|
|
|
176,037
|
|
||
Accrued casualty insurance claims
|
|
5,567
|
|
|
9,759
|
|
||
Other noncurrent liabilities
|
|
24,448
|
|
|
19,551
|
|
||
Total liabilities
|
|
846,694
|
|
|
874,557
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.83 1/3 par value. 110,000,000 and 75,000,000 shares authorized, respectively; 69,891,890 and 68,863,974 shares outstanding, respectively
|
|
58,241
|
|
|
57,384
|
|
||
Preferred stock, $1.00 par value. Authorized 5,000,000 shares; no shares outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
765,172
|
|
|
746,155
|
|
||
Retained earnings
|
|
85,146
|
|
|
50,847
|
|
||
Accumulated other comprehensive income
|
|
10,171
|
|
|
15,118
|
|
||
Total Snyder’s-Lance, Inc. stockholders’ equity
|
|
918,730
|
|
|
869,504
|
|
||
Noncontrolling interests
|
|
(830
|
)
|
|
2,671
|
|
||
Total stockholders’ equity
|
|
917,900
|
|
|
872,175
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,764,594
|
|
|
$
|
1,746,732
|
|
(in thousands, except share and per share data)
|
|
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Non-controlling
Interests
|
|
Total
|
|||||||||||||
Balance, January 1, 2011
|
|
66,336,807
|
|
|
$
|
55,278
|
|
|
$
|
722,007
|
|
|
$
|
40,199
|
|
|
$
|
15,104
|
|
|
$
|
4,027
|
|
|
$
|
836,615
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
38,258
|
|
|
(1,385
|
)
|
|
483
|
|
|
37,356
|
|
|||||||||
Acquisition of remaining interest in Melisi Snacks, Inc.
|
|
|
|
|
|
(1,157
|
)
|
|
|
|
|
|
(2,343
|
)
|
|
(3,500
|
)
|
||||||||||
Dividends paid to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(281
|
)
|
|
(281
|
)
|
|||||||||||
Dividends paid to stockholders ($0.64 per share)
|
|
|
|
|
|
|
|
(42,918
|
)
|
|
|
|
|
|
(42,918
|
)
|
|||||||||||
Purchase price adjustments
|
|
|
|
|
|
|
|
|
|
|
|
594
|
|
|
594
|
|
|||||||||||
Amortization of non-qualified stock options
|
|
|
|
|
|
1,372
|
|
|
|
|
|
|
|
|
1,372
|
|
|||||||||||
Stock options exercised, including $49 tax benefit
|
|
1,295,589
|
|
|
1,080
|
|
|
7,111
|
|
|
|
|
|
|
|
|
8,191
|
|
|||||||||
Issuance and amortization of restricted stock, net of cancellations
|
|
188,402
|
|
|
157
|
|
|
1,005
|
|
|
|
|
|
|
|
|
1,162
|
|
|||||||||
Balance, December 31, 2011
|
|
67,820,798
|
|
|
$
|
56,515
|
|
|
$
|
730,338
|
|
|
$
|
35,539
|
|
|
$
|
13,719
|
|
|
$
|
2,480
|
|
|
$
|
838,591
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
59,085
|
|
|
1,399
|
|
|
425
|
|
|
60,909
|
|
|||||||||
Dividends paid to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(234
|
)
|
|
(234
|
)
|
|||||||||||
Dividends paid to stockholders ($0.64 per share)
|
|
|
|
|
|
|
|
(43,777
|
)
|
|
|
|
|
|
(43,777
|
)
|
|||||||||||
Amortization of non-qualified stock options
|
|
|
|
|
|
2,132
|
|
|
|
|
|
|
|
|
2,132
|
|
|||||||||||
Stock options exercised, including $2,618 tax benefit
|
|
908,751
|
|
|
757
|
|
|
11,571
|
|
|
|
|
|
|
|
|
12,328
|
|
|||||||||
Issuance and amortization of restricted stock, net of cancellations
|
|
149,291
|
|
|
124
|
|
|
2,437
|
|
|
|
|
|
|
|
|
2,561
|
|
|||||||||
Repurchases of common stock
|
|
(14,866
|
)
|
|
(12
|
)
|
|
(323
|
)
|
|
|
|
|
|
|
|
(335
|
)
|
|||||||||
Balance, December 29, 2012
|
|
68,863,974
|
|
|
$
|
57,384
|
|
|
$
|
746,155
|
|
|
$
|
50,847
|
|
|
$
|
15,118
|
|
|
$
|
2,671
|
|
|
$
|
872,175
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
78,720
|
|
|
(4,947
|
)
|
|
364
|
|
|
74,137
|
|
|||||||||
Acquisition of remaining interest in Michaud Distributors
|
|
342,212
|
|
|
285
|
|
|
3,109
|
|
|
|
|
|
|
(3,394
|
)
|
|
—
|
|
||||||||
Dividends paid to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(471
|
)
|
|
(471
|
)
|
|||||||||||
Dividends paid to stockholders ($0.64 per share)
|
|
|
|
|
|
|
|
(44,421
|
)
|
|
|
|
|
|
(44,421
|
)
|
|||||||||||
Amortization of non-qualified stock options
|
|
|
|
|
|
2,444
|
|
|
|
|
|
|
|
|
2,444
|
|
|||||||||||
Stock options exercised, including $1,500 tax benefit
|
|
601,672
|
|
|
501
|
|
|
10,775
|
|
|
|
|
|
|
|
|
11,276
|
|
|||||||||
Issuance and amortization of restricted stock, net of cancellations
|
|
113,824
|
|
|
96
|
|
|
3,434
|
|
|
|
|
|
|
|
|
3,530
|
|
|||||||||
Repurchases of common stock
|
|
(29,792
|
)
|
|
(25
|
)
|
|
(745
|
)
|
|
|
|
|
|
|
|
(770
|
)
|
|||||||||
Balance, December 28, 2013
|
|
69,891,890
|
|
|
$
|
58,241
|
|
|
$
|
765,172
|
|
|
$
|
85,146
|
|
|
$
|
10,171
|
|
|
$
|
(830
|
)
|
|
$
|
917,900
|
|
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
79,084
|
|
|
$
|
59,510
|
|
|
$
|
38,741
|
|
Adjustments to reconcile net income to cash from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
59,631
|
|
|
53,764
|
|
|
55,337
|
|
|||
Stock-based compensation expense
|
|
5,944
|
|
|
4,693
|
|
|
2,535
|
|
|||
(Gain)/loss on sale of fixed assets, net
|
|
(2,640
|
)
|
|
597
|
|
|
1,851
|
|
|||
Gain on sale of route businesses
|
|
(2,590
|
)
|
|
(22,335
|
)
|
|
(9,440
|
)
|
|||
Impairment charges
|
|
1,900
|
|
|
11,862
|
|
|
12,704
|
|
|||
Change in vacation plan
|
|
—
|
|
|
—
|
|
|
(9,916
|
)
|
|||
Deferred income taxes
|
|
10,360
|
|
|
(15,279
|
)
|
|
6,026
|
|
|||
Provision for doubtful accounts
|
|
1,828
|
|
|
1,479
|
|
|
402
|
|
|||
Changes in operating assets and liabilities, excluding business acquisitions and foreign currency translation adjustments:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(5,266
|
)
|
|
9,869
|
|
|
(15,773
|
)
|
|||
Inventory
|
|
4,461
|
|
|
(2,598
|
)
|
|
(8,680
|
)
|
|||
Other current assets
|
|
(3,083
|
)
|
|
19,496
|
|
|
17,022
|
|
|||
Accounts payable
|
|
1,893
|
|
|
(5,393
|
)
|
|
11,665
|
|
|||
Other accrued liabilities
|
|
(6,960
|
)
|
|
(18,539
|
)
|
|
12,585
|
|
|||
Other noncurrent assets
|
|
1,830
|
|
|
(103
|
)
|
|
(2,882
|
)
|
|||
Other noncurrent liabilities
|
|
(5,656
|
)
|
|
(4,255
|
)
|
|
(649
|
)
|
|||
Net cash provided by operating activities
|
|
140,736
|
|
|
92,768
|
|
|
111,528
|
|
|||
|
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
|
||||||
Purchases of fixed assets
|
|
(74,579
|
)
|
|
(80,304
|
)
|
|
(57,726
|
)
|
|||
Purchases of route businesses
|
|
(29,692
|
)
|
|
(28,523
|
)
|
|
(31,418
|
)
|
|||
Proceeds from sale of fixed assets
|
|
9,448
|
|
|
9,324
|
|
|
4,351
|
|
|||
Proceeds from sale of route businesses
|
|
30,745
|
|
|
93,896
|
|
|
42,294
|
|
|||
Proceeds from sale of investments
|
|
2,298
|
|
|
1,444
|
|
|
960
|
|
|||
Proceeds from federal grant for solar farm
|
|
—
|
|
|
—
|
|
|
4,212
|
|
|||
Business acquisitions, net of cash acquired
|
|
(3,131
|
)
|
|
(344,181
|
)
|
|
(15,394
|
)
|
|||
Net cash used in investing activities
|
|
(64,911
|
)
|
|
(348,344
|
)
|
|
(52,721
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
||||||
Dividends paid to stockholders
|
|
(44,421
|
)
|
|
(43,777
|
)
|
|
(42,918
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(471
|
)
|
|
(234
|
)
|
|
(281
|
)
|
|||
Acquisition of remaining interest in Melisi Snacks, Inc.
|
|
—
|
|
|
—
|
|
|
(3,500
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(2,028
|
)
|
|
—
|
|
|||
Issuances of common stock
|
|
9,776
|
|
|
9,710
|
|
|
8,142
|
|
|||
Excess tax benefits from stock-based compensation
|
|
1,500
|
|
|
2,618
|
|
|
49
|
|
|||
Repurchases of common stock
|
|
(770
|
)
|
|
(335
|
)
|
|
—
|
|
|||
Repayments of long-term debt
|
|
(20,508
|
)
|
|
(2,476
|
)
|
|
(62,309
|
)
|
|||
Proceeds from long-term debt
|
|
—
|
|
|
325,211
|
|
|
—
|
|
|||
Net (repayments)/proceeds from existing credit facilities
|
|
(16,127
|
)
|
|
(44,841
|
)
|
|
35,098
|
|
|||
Net cash (used in)/provided by financing activities
|
|
(71,021
|
)
|
|
243,848
|
|
|
(65,719
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
163
|
|
|
(124
|
)
|
|||
|
|
|
|
|
|
|
||||||
Increase/(decrease) in cash and cash equivalents
|
|
4,804
|
|
|
(11,565
|
)
|
|
(7,036
|
)
|
|||
Cash and cash equivalents at beginning of fiscal year
|
|
9,276
|
|
|
20,841
|
|
|
27,877
|
|
|||
Cash and cash equivalents at end of fiscal year
|
|
$
|
14,080
|
|
|
$
|
9,276
|
|
|
$
|
20,841
|
|
|
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
|
|
|
||||||
Acquisition of remaining interest in Michaud Distributors
|
|
$
|
10,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Supplemental information:
|
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds of $151, $12,591 and $7,375, respectively
|
|
$
|
39,313
|
|
|
$
|
33,554
|
|
|
$
|
2,364
|
|
Cash paid for interest
|
|
$
|
15,131
|
|
|
$
|
10,533
|
|
|
$
|
11,341
|
|
Level 1
|
|
Quoted prices in active markets for identical assets and liabilities.
|
Level 2
|
|
Observable inputs other than quoted prices for identical assets and liabilities.
|
Level 3
|
|
Unobservable inputs in which there is little or no market data available, which requires us to develop our own assumptions.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Assumptions used in Black-Scholes pricing model:
|
|
|
|
|
|
||||||
Expected dividend yield
|
2.50
|
%
|
|
2.86
|
%
|
|
3.68
|
%
|
|||
Risk-free interest rate
|
1.12
|
%
|
|
1.13
|
%
|
|
2.69
|
%
|
|||
Weighted average expected life
|
6.0 years
|
|
|
6.0 years
|
|
|
6.7 years
|
|
|||
Expected volatility
|
32.59
|
%
|
|
30.59
|
%
|
|
30.34
|
%
|
|||
Weighted average fair value per share of options granted
|
$
|
6.22
|
|
|
$
|
4.83
|
|
|
$
|
3.83
|
|
(in thousands, except per share data)
|
|
2012
|
|
2011
|
||||
Net revenue
|
|
$
|
1,701,955
|
|
|
$
|
1,705,163
|
|
Income before interest and income taxes
|
|
117,757
|
|
|
72,593
|
|
||
Net income attributable to Snyder's-Lance, Inc.
|
|
61,481
|
|
|
35,476
|
|
||
Weighted average diluted shares
|
|
69,215
|
|
|
68,478
|
|
||
Diluted earnings per share
|
|
$
|
0.89
|
|
|
$
|
0.52
|
|
|
Options Outstanding
|
|
Outstanding Weighted Average Exercise Price
|
|
Options Exercisable
|
||||||
Balance at December 29, 2012
|
2,942,647
|
|
|
$
|
14.80
|
|
|
1,496,237
|
|
||
Granted
|
442,493
|
|
|
25.61
|
|
|
|
||||
Exercised
|
(601,672
|
)
|
|
16.27
|
|
|
|
||||
Expired/forfeited
|
(159,580
|
)
|
|
19.85
|
|
|
|
||||
Balance at December 28, 2013
|
2,623,888
|
|
|
$
|
15.98
|
|
|
1,244,741
|
|
||
Weighted average contractual term (in years)
|
7.4
|
|
|
|
|
6.6
|
|
||||
Aggregate intrinsic value (in millions)
|
$
|
33.8
|
|
|
|
|
$
|
21.7
|
|
|
Restricted Stock
Awards Outstanding
|
|
Weighted Average Grant Date
Fair Value
|
|||
Balance at December 29, 2012
|
223,008
|
|
|
$
|
20.11
|
|
Granted
|
115,737
|
|
|
25.56
|
|
|
Exercised/vested
|
(90,695
|
)
|
|
20.01
|
|
|
Expired/forfeited
|
(10,702
|
)
|
|
22.06
|
|
|
Balance at December 28, 2013
|
237,348
|
|
|
$
|
22.72
|
|
(in thousands)
|
|
2013
|
|
2012
|
||||
Finished goods
|
|
$
|
70,973
|
|
|
$
|
74,627
|
|
Raw materials
|
|
14,891
|
|
|
19,307
|
|
||
Maintenance parts, packaging and supplies
|
|
27,886
|
|
|
24,322
|
|
||
Total inventories
|
|
$
|
113,750
|
|
|
$
|
118,256
|
|
(in thousands)
|
|
2013
|
|
2012
|
||||
Land and land improvements
|
|
$
|
26,953
|
|
|
$
|
28,501
|
|
Buildings and building improvements
|
|
144,245
|
|
|
135,491
|
|
||
Machinery, equipment and computer systems
|
|
471,152
|
|
|
416,767
|
|
||
Trucks, trailers and automobiles
|
|
30,847
|
|
|
32,042
|
|
||
Furniture and fixtures
|
|
12,158
|
|
|
12,158
|
|
||
Construction in progress
|
|
26,179
|
|
|
41,257
|
|
||
|
|
$
|
711,534
|
|
|
$
|
666,216
|
|
Accumulated depreciation
|
|
(359,350
|
)
|
|
(331,053
|
)
|
||
|
|
352,184
|
|
|
335,163
|
|
||
Fixed assets held for sale
|
|
(2,928
|
)
|
|
(3,778
|
)
|
||
Fixed assets, net
|
|
$
|
349,256
|
|
|
$
|
331,385
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 31, 2011
|
|
$
|
367,853
|
|
Business acquisitions
|
|
172,338
|
|
|
Goodwill acquired in the purchase of route businesses
|
|
7,478
|
|
|
Goodwill attributable to the sale of route businesses
|
|
(22,764
|
)
|
|
Change in goodwill reclassified to assets held for sale
|
|
14,449
|
|
|
Change in foreign currency exchange rate
|
|
1,035
|
|
|
Balance as of December 29, 2012
|
|
$
|
540,389
|
|
Business acquisitions
|
|
1,157
|
|
|
Goodwill acquired in the purchase of route businesses
|
|
9,626
|
|
|
Goodwill attributable to the sale of route businesses
|
|
(9,308
|
)
|
|
Change in goodwill reclassified to assets held for sale
|
|
(1,778
|
)
|
|
Change in foreign currency exchange rate
|
|
(2,945
|
)
|
|
Balance as of December 28, 2013
|
|
$
|
537,141
|
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
As of December 28, 2013:
|
|
|
|
|
|
|
||||||
Customer and contractual relationships – amortized
|
|
$
|
148,956
|
|
|
$
|
(18,969
|
)
|
|
$
|
129,987
|
|
Non-compete agreement – amortized
|
|
110
|
|
|
(62
|
)
|
|
48
|
|
|||
Reacquired rights – amortized
|
|
3,100
|
|
|
(932
|
)
|
|
2,168
|
|
|||
Patents – amortized
|
|
8,600
|
|
|
(947
|
)
|
|
7,653
|
|
|||
Routes – unamortized
|
|
19,652
|
|
|
—
|
|
|
19,652
|
|
|||
Trademarks – unamortized
|
|
360,687
|
|
|
(526
|
)
|
|
360,161
|
|
|||
Balance as of December 28, 2013
|
|
$
|
541,105
|
|
|
$
|
(21,436
|
)
|
|
$
|
519,669
|
|
|
|
|
|
|
|
|
||||||
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 as of December 31, 2011
|
|
$
|
14,641
|
|
Purchases of route businesses, exclusive of goodwill acquired
|
|
21,463
|
|
|
Sales of route businesses
|
|
(48,797
|
)
|
|
Change in route businesses reclassified to assets held for sale
|
|
32,854
|
|
|
Balance as of December 29, 2012
|
|
$
|
20,161
|
|
Business acquisitions
|
|
1,619
|
|
|
Purchases of route businesses, exclusive of goodwill acquired
|
|
20,066
|
|
|
Sales of route businesses
|
|
(18,847
|
)
|
|
Change in route businesses reclassified to assets held for sale
|
|
(3,347
|
)
|
|
Balance as of December 28, 2013
|
|
$
|
19,652
|
|
(in thousands)
|
|
2013
|
|
2012
|
||||
Unsecured U.S. term loan due September 2016, interest payable based on the 30-day Eurodollar rate, plus an applicable margin of 1.50% (Average rate of 1.66% as of December 28, 2013, including applicable margin)
|
|
$
|
308,750
|
|
|
$
|
325,000
|
|
Unsecured U.S. Dollar-denominated revolving credit facility due December 2015,
interest payable based on the weighted-average 30-day Eurodollar rate, plus applicable margin of 2.15% (Average rate of 3.01% as of December 28, 2013, including applicable margin) |
|
85,000
|
|
|
100,000
|
|
||
$100 million private placement senior notes due June 2017, interest payable based on fixed rate of 5.72%, including a fair value adjustment of $3.6 million, net of amortization since the merger date, as of December 28, 2013
|
|
103,623
|
|
|
104,664
|
|
||
Secured bank loan due October 2015, interest payable based on 1-month LIBOR plus applicable margin of 0.35%
|
|
—
|
|
|
3,341
|
|
||
Secured bank loan due November 2013, interest payable based on 1-month LIBOR plus applicable margin of 0.85%
|
|
—
|
|
|
917
|
|
||
Revolving equipment credit facility due May 2014, interest payable based on the 1-month LIBOR plus applicable margin of 2.00%
|
|
—
|
|
|
1,127
|
|
||
Total debt
|
|
497,373
|
|
|
535,049
|
|
||
Less current portion of long-term debt
|
|
(17,291
|
)
|
|
(20,462
|
)
|
||
Total long-term debt
|
|
$
|
480,082
|
|
|
$
|
514,587
|
|
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
29,002
|
|
|
$
|
47,055
|
|
|
$
|
10,109
|
|
State and other
|
|
5,455
|
|
|
6,934
|
|
|
3,124
|
|
|||
Foreign
|
|
658
|
|
|
1,433
|
|
|
1,845
|
|
|||
|
|
$
|
35,115
|
|
|
$
|
55,422
|
|
|
$
|
15,078
|
|
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
8,438
|
|
|
$
|
(13,939
|
)
|
|
$
|
11,787
|
|
State and other
|
|
2,358
|
|
|
(1,144
|
)
|
|
(5,494
|
)
|
|||
Foreign
|
|
(436
|
)
|
|
(196
|
)
|
|
(267
|
)
|
|||
|
|
$
|
10,360
|
|
|
$
|
(15,279
|
)
|
|
$
|
6,026
|
|
Income tax expense
|
|
$
|
45,475
|
|
|
$
|
40,143
|
|
|
$
|
21,104
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
4.1
|
%
|
|
3.8
|
%
|
|
(2.5
|
)%
|
Net favorable foreign income taxes as a result of tax adjustments and tax rate differences
|
(0.1
|
)%
|
|
(0.5
|
)%
|
|
(0.8
|
)%
|
Non-deductible goodwill on sale of route businesses
|
0.1
|
%
|
|
4.8
|
%
|
|
4.7
|
%
|
Deduction for inventory contributions
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(0.3
|
)%
|
Credit for research activities and propane fuel
|
—
|
%
|
|
(0.1
|
)%
|
|
(2.0
|
)%
|
Meals and entertainment
|
0.4
|
%
|
|
0.6
|
%
|
|
0.9
|
%
|
IRC 199 deduction
|
(1.8
|
)%
|
|
(2.2
|
)%
|
|
(1.1
|
)%
|
Change in uncertain tax positions
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
2.3
|
%
|
Miscellaneous items, net
|
(1.0
|
)%
|
|
(0.9
|
)%
|
|
(0.9
|
)%
|
Effective income tax rate
|
36.5
|
%
|
|
40.3
|
%
|
|
35.3
|
%
|
(in thousands)
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Reserves for employee compensation, deductible when paid for income tax purposes, accrued for financial reporting purposes
|
|
$
|
19,388
|
|
|
$
|
13,022
|
|
Reserves for insurance claims, deductible when paid for income tax purposes, accrued for financial reporting purposes
|
|
3,565
|
|
|
4,716
|
|
||
Other reserves, deductible when paid for income tax purposes, accrued for financial reporting purposes
|
|
3,622
|
|
|
3,626
|
|
||
Unrealized losses, deductible when realized for income tax purposes, included in other comprehensive income
|
|
381
|
|
|
552
|
|
||
Basis difference in fixed rate debt
|
|
1,559
|
|
|
2,474
|
|
||
Basis difference in noncurrent investments
|
|
1,816
|
|
|
2,289
|
|
||
Inventories, principally due to additional costs capitalized for income tax purposes
|
|
2,069
|
|
|
3,085
|
|
||
Net state operating loss and tax credit carryforwards
|
|
2,900
|
|
|
4,855
|
|
||
Other
|
|
1,822
|
|
|
—
|
|
||
Total gross deferred tax assets
|
|
$
|
37,122
|
|
|
$
|
34,619
|
|
Less valuation allowance
|
|
(469
|
)
|
|
(485
|
)
|
||
Net deferred tax assets
|
|
$
|
36,653
|
|
|
$
|
34,134
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed assets, principally due to differences in depreciation, net of impairment reserves
|
|
$
|
(63,072
|
)
|
|
$
|
(59,515
|
)
|
Intangible assets, principally due to differences in amortization and acquisition basis differences
|
|
(144,596
|
)
|
|
(135,841
|
)
|
||
Inventories, principally due to change in method of accounting for inventory
|
|
—
|
|
|
(647
|
)
|
||
Prepaid expenses and other costs deductible for tax, amortized for financial reporting purposes
|
|
(3,987
|
)
|
|
(2,543
|
)
|
||
Total gross deferred tax liabilities
|
|
$
|
(211,655
|
)
|
|
$
|
(198,546
|
)
|
|
|
|
|
|
||||
Deferred income taxes, net
|
|
$
|
(175,002
|
)
|
|
$
|
(164,412
|
)
|
Jurisdiction
|
|
Open Years
|
U.S. federal
|
|
2008 and forward
|
Canada federal
|
|
2008 and forward
|
Ontario provincial
|
|
2006 and forward
|
North Carolina
|
|
2009 and forward
|
New York
|
|
2007 and forward
|
Illinois
|
|
2008 and forward
|
(in thousands)
|
|
Amount
|
||
Balance at December 31, 2011
|
|
$
|
6,139
|
|
Additions for tax positions taken during the current period
|
|
655
|
|
|
Reductions resulting from a lapse of the statute of limitations
|
|
(763
|
)
|
|
Balance at December 29, 2012
|
|
$
|
6,031
|
|
Additions for tax positions taken during the current period
|
|
5,670
|
|
|
Additions for tax positions taken during the prior period
|
|
72
|
|
|
Reductions resulting from settlements
|
|
(367
|
)
|
|
Reductions resulting from a lapse of the statute of limitations
|
|
(490
|
)
|
|
Balance at December 28, 2013
|
|
$
|
10,916
|
|
(in thousands)
|
|
Total Fair Value of Net Liabilities
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Interest rate swaps
|
|
$
|
(898
|
)
|
|
$
|
—
|
|
|
$
|
(898
|
)
|
|
$
|
—
|
|
Foreign currency forwards
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
||||
Total derivatives
|
|
$
|
(929
|
)
|
|
$
|
—
|
|
|
$
|
(929
|
)
|
|
$
|
—
|
|
(in thousands)
|
|
Balance Sheet Location
|
|
2013
|
|
2012
|
||||
Interest rate swaps
|
|
Other payables and accrued liabilities
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
(898
|
)
|
|
(1,575
|
)
|
||
Foreign currency forwards
|
|
Other current liabilities
|
|
(31
|
)
|
|
—
|
|
||
Total fair value of derivative instruments
|
|
|
|
$
|
(929
|
)
|
|
$
|
(1,590
|
)
|
|
|
Gain/(Loss)
|
||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest rate swaps
|
|
$
|
289
|
|
|
$
|
(285
|
)
|
|
$
|
472
|
|
Foreign currency forwards
|
|
(21
|
)
|
|
(87
|
)
|
|
(90
|
)
|
|||
Total change in unrealized losses from derivative instruments,
net of income tax (effective portion)
|
|
$
|
268
|
|
|
$
|
(372
|
)
|
|
$
|
382
|
|
(in thousands)
|
|
Amount
|
||
2014
|
|
$
|
17,979
|
|
2015
|
|
14,686
|
|
|
2016
|
|
10,741
|
|
|
2017
|
|
7,638
|
|
|
2018
|
|
5,386
|
|
|
Thereafter
|
|
3,543
|
|
|
Total operating lease commitments
|
|
$
|
59,973
|
|
(in thousands)
|
|
Income Statement Location
|
|
2013
|
|
2012
|
|
2011
|
||||||
Gains/(losses) on cash flow hedges reclassified out of total other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps, net of tax of $236, $289 and $884, respectively
|
|
Interest expense, net
|
|
$
|
(379
|
)
|
|
$
|
(464
|
)
|
|
$
|
(1,416
|
)
|
Foreign currency forwards, net of tax of $150, ($196) and ($62), respectively
|
|
Net revenue
|
|
(335
|
)
|
|
435
|
|
|
139
|
|
|||
Foreign currency forwards, net of tax of $30, $15 and $9, respectively
|
|
Other income/expense, net
|
|
(66
|
)
|
|
(33
|
)
|
|
(20
|
)
|
|||
Total cash flow hedge reclassifications, net of tax
|
|
|
|
$
|
(780
|
)
|
|
$
|
(62
|
)
|
|
$
|
(1,297
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||
Balance as of December 29, 2012
|
|
$
|
(842
|
)
|
|
$
|
15,960
|
|
|
$
|
15,118
|
|
Other comprehensive (loss) before reclassifications
|
|
(512
|
)
|
|
(5,215
|
)
|
|
(5,727
|
)
|
|||
Losses reclassified from other comprehensive income
|
|
780
|
|
|
—
|
|
|
780
|
|
|||
Net other comprehensive income/(loss)
|
|
268
|
|
|
(5,215
|
)
|
|
(4,947
|
)
|
|||
Balance as of December 28, 2013
|
|
$
|
(574
|
)
|
|
$
|
10,745
|
|
|
$
|
10,171
|
|
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Branded
|
|
$
|
1,071,405
|
|
|
$
|
955,540
|
|
|
$
|
943,222
|
|
Partner brand
|
|
308,352
|
|
|
283,124
|
|
|
283,417
|
|
|||
Private brand
|
|
287,823
|
|
|
291,084
|
|
|
312,532
|
|
|||
Other
|
|
93,469
|
|
|
88,886
|
|
|
95,865
|
|
|||
Net revenue
|
|
$
|
1,761,049
|
|
|
$
|
1,618,634
|
|
|
$
|
1,635,036
|
|
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Country:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,705,124
|
|
|
$
|
1,564,338
|
|
|
$
|
1,582,967
|
|
Canada
|
|
55,925
|
|
|
54,296
|
|
|
52,069
|
|
|||
Net revenue
|
|
$
|
1,761,049
|
|
|
$
|
1,618,634
|
|
|
$
|
1,635,036
|
|
(in thousands)
|
|
2013
|
|
2012
|
||||
Country:
|
|
|
|
|
||||
United States
|
|
$
|
1,379,198
|
|
|
$
|
1,368,836
|
|
Canada
|
|
49,130
|
|
|
57,163
|
|
||
Total
|
|
$
|
1,428,328
|
|
|
$
|
1,425,999
|
|
(in thousands, except per share data)
|
|
2013 Interim Period Ended
|
||||||||||||||
March 30
(13 Weeks)
|
|
June 29
(13 Weeks)
|
|
September 28
(13 Weeks)
|
|
December 28
(13 Weeks)
|
||||||||||
Net revenue
|
|
$
|
418,572
|
|
|
$
|
439,051
|
|
|
$
|
453,023
|
|
|
$
|
450,403
|
|
Cost of sales
(1)
|
|
273,776
|
|
|
293,081
|
|
|
295,429
|
|
|
300,748
|
|
||||
Gross margin
|
|
144,796
|
|
|
145,970
|
|
|
157,594
|
|
|
149,655
|
|
||||
Selling, general and administrative
(2)
|
|
110,996
|
|
|
123,504
|
|
|
122,110
|
|
|
113,951
|
|
||||
Impairment charges
|
|
—
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of route businesses, net
|
|
(110
|
)
|
|
(1,482
|
)
|
|
(465
|
)
|
|
(533
|
)
|
||||
Other income, net
(3)
|
|
(1,476
|
)
|
|
(2,028
|
)
|
|
(5,099
|
)
|
|
(2,220
|
)
|
||||
Income before interest and income taxes
|
|
35,386
|
|
|
24,076
|
|
|
41,048
|
|
|
38,457
|
|
||||
Interest expense, net
|
|
3,439
|
|
|
3,521
|
|
|
3,742
|
|
|
3,706
|
|
||||
Income before income taxes
|
|
31,947
|
|
|
20,555
|
|
|
37,306
|
|
|
34,751
|
|
||||
Income tax expense
|
|
12,039
|
|
|
7,525
|
|
|
14,194
|
|
|
11,717
|
|
||||
Net income
|
|
19,908
|
|
|
13,030
|
|
|
23,112
|
|
|
23,034
|
|
||||
Net income attributable to noncontrolling interests
|
|
65
|
|
|
51
|
|
|
213
|
|
|
35
|
|
||||
Net income attributable to Snyder’s-Lance, Inc.
|
|
$
|
19,843
|
|
|
$
|
12,979
|
|
|
$
|
22,899
|
|
|
$
|
22,999
|
|
Net income per common share – basic
|
|
$
|
0.29
|
|
|
$
|
0.19
|
|
|
$
|
0.33
|
|
|
$
|
0.33
|
|
Weighted average shares outstanding – basic
|
|
68,992
|
|
|
69,279
|
|
|
69,459
|
|
|
69,801
|
|
||||
Net income per common share – diluted
|
|
$
|
0.28
|
|
|
$
|
0.19
|
|
|
$
|
0.33
|
|
|
$
|
0.33
|
|
Weighted average shares outstanding – diluted
|
|
69,839
|
|
|
70,086
|
|
|
70,294
|
|
|
70,631
|
|
||||
Dividends declared per common share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
(in thousands, except per share data)
|
|
2012 Interim Period Ended
|
||||||||||||||
March 31
(13 Weeks)
|
|
June 30
(13 Weeks)
|
|
September 29
(13 Weeks)
|
|
December 29
(13 Weeks)
|
||||||||||
Net revenue
|
|
$
|
392,843
|
|
|
$
|
399,400
|
|
|
$
|
406,565
|
|
|
$
|
419,826
|
|
Cost of sales
(4)
|
|
265,460
|
|
|
267,482
|
|
|
269,626
|
|
|
277,209
|
|
||||
Gross margin
|
|
127,383
|
|
|
131,918
|
|
|
136,939
|
|
|
142,617
|
|
||||
Selling, general and administrative
(5)
|
|
110,703
|
|
|
107,649
|
|
|
106,512
|
|
|
115,733
|
|
||||
Impairment charges
|
|
—
|
|
|
127
|
|
|
80
|
|
|
11,655
|
|
||||
Gain on sale of route businesses, net
|
|
(9,287
|
)
|
|
(10,882
|
)
|
|
(1,427
|
)
|
|
(739
|
)
|
||||
Other (income)/expense, net
|
|
(89
|
)
|
|
(572
|
)
|
|
537
|
|
|
(283
|
)
|
||||
Income before interest and income taxes
|
|
26,056
|
|
|
35,596
|
|
|
31,237
|
|
|
16,251
|
|
||||
Interest expense, net
|
|
2,263
|
|
|
2,303
|
|
|
1,692
|
|
|
3,229
|
|
||||
Income before income taxes
|
|
23,793
|
|
|
33,293
|
|
|
29,545
|
|
|
13,022
|
|
||||
Income tax expense
|
|
9,469
|
|
|
13,828
|
|
|
11,634
|
|
|
5,212
|
|
||||
Net income
|
|
14,324
|
|
|
19,465
|
|
|
17,911
|
|
|
7,810
|
|
||||
Net income attributable to noncontrolling interests
|
|
111
|
|
|
140
|
|
|
146
|
|
|
28
|
|
||||
Net income attributable to Snyder’s-Lance, Inc.
|
|
$
|
14,213
|
|
|
$
|
19,325
|
|
|
$
|
17,765
|
|
|
$
|
7,782
|
|
Net income per common share – basic
|
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
|
$
|
0.11
|
|
Weighted average shares outstanding – basic
|
|
67,912
|
|
|
68,294
|
|
|
68,598
|
|
|
68,725
|
|
||||
Net income per common share – diluted
|
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
|
$
|
0.11
|
|
Weighted average shares outstanding – diluted
|
|
69,053
|
|
|
69,319
|
|
|
69,526
|
|
|
69,586
|
|
||||
Dividends declared per common share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
(1)
|
Within cost of goods sold, we incurred expenses related to certain self-funded medical claims of approximately
$2.5 million
and
$0.2 million
during the second and third quarters of 2013, respectively.
|
(2)
|
Within selling, general and administrative expenses, we incurred expenses related to certain self-funded medical claims of approximately
$1.8 million
and
$0.2 million
during the second and third quarters of 2013, respectively.
|
(3)
|
During the third quarter of 2013, we recorded other income of approximately
$4.0 million
related to settlement of a business interruption claim primarily for lost profits incurred earlier in the year. We also recognized
$1.1 million
in gains on the sale of fixed assets associated with the consolidation of our Canadian manufacturing facilities during the third quarter of 2013. We recognized additional gains of approximately
$1.2 million
in the fourth quarter from the sale of the remaining land and buildings related to the Canadian plant consolidation.
|
(4)
|
During the fourth quarter of 2012, we incurred severance costs and professional fees related to Merger and integration activities of
$0.3 million
. The fourth quarter also included
$2.3 million
of severance expense related to the closing of our Cambridge, Ontario manufacturing facility. We also incurred expenses related to the closing of our Corsicana, Texas manufacturing facility of
$1.4 million
and
$0.6 million
in the first and second quarters, respectively.
|
(5)
|
We incurred severance costs and professional fees related to Merger and integration activities of
$1.5 million
,
$0.2 million
,
$0.2 million
and
$1.6 million
in the first, second, third and fourth quarters of 2012, respectively. The third quarter also included
$0.6 million
in severance related to the closing of our Greenville, TX distribution facility. We also incurred expenses associated with the acquisition of Snack Factory of
$0.5 million
and
$1.3 million
in the third and fourth quarters, respectively.
|
(in thousands)
|
|
Beginning
Balance
|
|
Additions/(Reductions)
to Expense or
Other Accounts
|
|
Deductions
|
|
Ending
Balance
|
||||||
Fiscal year ended December 28, 2013
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
2,159
|
|
|
1,828
|
|
|
(2,408
|
)
|
|
$
|
1,579
|
|
Deferred tax asset valuation allowance
|
|
$
|
485
|
|
|
164
|
|
|
(180
|
)
|
|
$
|
469
|
|
Fiscal year ended December 29, 2012
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
1,884
|
|
|
1,479
|
|
|
(1,204
|
)
|
|
$
|
2,159
|
|
Deferred tax asset valuation allowance
|
|
$
|
408
|
|
|
305
|
|
|
(228
|
)
|
|
$
|
485
|
|
Fiscal year ended December 31, 2011
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
2,899
|
|
|
402
|
|
|
(1,417
|
)
|
|
$
|
1,884
|
|
Deferred tax asset valuation allowance
|
|
$
|
500
|
|
|
408
|
|
|
(500
|
)
|
|
$
|
408
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
(a)
|
2. Financial Schedules.
|
(a)
|
3. Exhibit Index.
|
|
SNYDER’S-LANCE, INC.
|
||
|
|
|
|
|
|
|
|
Dated: February 25, 2014
|
By:
|
|
/s/ Carl E. Lee, Jr.
|
|
|
|
Carl E. Lee, Jr.
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Carl E. Lee, Jr.
|
|
President and Chief Executive Officer
|
|
February 25, 2014
|
Carl E. Lee, Jr.
|
|
and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rick D. Puckett
|
|
Executive Vice President, Chief
|
|
February 25, 2014
|
Rick D. Puckett
|
|
Financial Officer and Treasurer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Margaret E. Wicklund
|
|
Vice President, Corporate Controller
|
|
February 25, 2014
|
Margaret E. Wicklund
|
|
and Assistant Secretary
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael A. Warehime
|
|
Chairman of the Board of Directors
|
|
February 25, 2014
|
Michael A. Warehime
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ W. J. Prezzano
|
|
Lead Independent Director
|
|
February 25, 2014
|
W. J. Prezzano
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Atkins
|
|
Director
|
|
February 25, 2014
|
Jeffrey A. Atkins
|
|
|
|
|
|
|
|
|
|
/s/ Peter P. Brubaker
|
|
Director
|
|
February 25, 2014
|
Peter P. Brubaker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ C. Peter Carlucci, Jr.
|
|
Director
|
|
February 25, 2014
|
C. Peter Carlucci, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John E. Denton
|
|
Director
|
|
February 25, 2014
|
John E. Denton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James W. Johnston
|
|
Director
|
|
February 25, 2014
|
James W. Johnston
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Dan C. Swander
|
|
Director
|
|
February 25, 2014
|
Dan C. Swander
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Isaiah Tidwell
|
|
Director
|
|
February 25, 2014
|
Isaiah Tidwell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Patricia A. Warehime
|
|
Director
|
|
February 25, 2014
|
Patricia A. Warehime
|
|
|
|
|
(in thousands, except ratios)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Income before income taxes
|
|
$
|
124,559
|
|
|
$
|
99,653
|
|
|
$
|
59,845
|
|
|
$
|
8,162
|
|
|
$
|
53,331
|
|
Plus: Fixed Charges
|
|
23,272
|
|
|
18,062
|
|
|
18,049
|
|
|
7,297
|
|
|
5,853
|
|
|||||
Income available to cover fixed charges
|
|
$
|
147,831
|
|
|
$
|
117,715
|
|
|
$
|
77,894
|
|
|
$
|
15,459
|
|
|
$
|
59,184
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
6.4
|
|
|
6.5
|
|
|
4.3
|
|
|
2.1
|
|
|
10.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
14,653
|
|
|
$
|
9,706
|
|
|
$
|
10,703
|
|
|
$
|
4,022
|
|
|
$
|
3,353
|
|
Interest portion of rent expense
(1)
|
|
8,248
|
|
|
7,967
|
|
|
7,346
|
|
|
3,275
|
|
|
2,345
|
|
|||||
Capitalized interest
|
|
371
|
|
|
389
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|||||
Total fixed charges
|
|
$
|
23,272
|
|
|
$
|
18,062
|
|
|
$
|
18,049
|
|
|
$
|
7,297
|
|
|
$
|
5,853
|
|
Name of Subsidiary
|
|
State/Province of Incorporation
|
|
|
|
Lanhold Investments, Inc. (1)
|
|
Delaware
|
Tamming Foods Ltd. (2)
|
|
Ontario
|
S-L Snacks Real Estate, Inc. (1)
|
|
Pennsylvania
|
S-L Snacks National, LLC (3)
|
|
North Carolina
|
S-L Distribution Company, Inc. (3)
|
|
Delaware
|
Michaud Distributors (3)
|
|
Maine
|
SOH Transportation, LLC (4)
|
|
Pennsylvania
|
S-L Snacks Finance, Inc. (4)
|
|
Delaware
|
Patriot Snacks Real Estate, LLC (9)
|
|
Delaware
|
S-L Snacks IN, LLC (5)
|
|
North Carolina
|
S-L Snacks PN, LLC (5)
|
|
North Carolina
|
S-L Snacks NC, LLC (6)
|
|
North Carolina
|
S-L Snacks GA, LLC (6)
|
|
North Carolina
|
S-L Snacks FL, LLC (5)
|
|
North Carolina
|
S-L Snacks MA, LLC (5)
|
|
North Carolina
|
S-L Snacks PA, LLC (5)
|
|
North Carolina
|
S-L Snacks AZ, LLC (5)
|
|
North Carolina
|
S-L Snacks Private Brands, LLC (5)
|
|
North Carolina
|
S-L Snacks Logistics, LLC (5)
|
|
North Carolina
|
S-L Snacks OH, LLC (5)
|
|
North Carolina
|
S-L Snacks TX, LLC (5)
|
|
North Carolina
|
S-L Snacks EU, LLC (5)
|
|
Delaware
|
S-L Snacks IA, LLC (8)
|
|
North Carolina
|
Snack Factory Holding, Inc. (5)
|
|
Delaware
|
Princeton Vanguard, LLC (10)
|
|
Delaware
|
Snack Factory, LLC (10)
|
|
New Jersey
|
SOH Capital, LLC (7)
|
|
Pennsylvania
|
George Greer Co., Inc (3)
|
|
Rhode Island
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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
|
February 25, 2014
|
|
|
|
Officer and Treasurer
|
|
|
|
|
February 25, 2014
|