North Carolina
(State or other jurisdiction of
incorporation or organization)
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56-0292920
(I.R.S. Employer Identification No.)
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13024 Ballantyne Corporate Place
Suite 900
Charlotte, North Carolina
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28277
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(Address of principal executive offices)
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(Zip Code)
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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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Quarter Ended
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Six Months Ended
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||||||||||||
(in thousands, except per share data)
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June 28,
2014 |
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June 29,
2013 |
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June 28,
2014 |
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June 29,
2013 |
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Net revenue
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$
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399,596
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$
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378,489
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$
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772,612
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$
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737,030
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Cost of sales
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254,707
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244,386
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494,537
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470,238
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Gross margin
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144,889
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134,103
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278,075
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266,792
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Selling, general and administrative
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121,312
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118,036
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237,376
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223,411
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Impairment charges
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6,503
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1,900
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7,503
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1,900
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Gain on sale of route businesses, net
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(297
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)
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(1,482
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)
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(1,460
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)
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(1,592
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)
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Other loss/(income), net
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501
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(1,476
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)
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581
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(2,617
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)
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Income before interest and income taxes
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16,870
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17,125
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34,075
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45,690
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Interest expense, net
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4,111
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3,521
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7,501
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6,960
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Income before income taxes
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12,759
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13,604
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26,574
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38,730
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Income tax expense
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4,584
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5,141
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7,910
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15,010
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Income from continuing operations
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8,175
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8,463
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18,664
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23,720
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Discontinued operations, net of income tax
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3,523
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4,567
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9,845
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9,218
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Net income
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11,698
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13,030
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28,509
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32,938
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Net income attributable to noncontrolling interests
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21
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51
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16
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116
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Net income attributable to Snyder’s-Lance, Inc.
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$
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11,677
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$
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12,979
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$
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28,493
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$
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32,822
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Amounts attributable to Snyder's-Lance, Inc.:
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Continuing operations
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$
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8,154
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$
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8,412
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$
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18,648
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$
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23,604
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Discontinued operations
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3,523
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4,567
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9,845
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9,218
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Net income
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$
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11,677
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$
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12,979
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$
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28,493
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$
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32,822
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Basic earnings per share:
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Continuing operations
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$
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0.12
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$
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0.12
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$
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0.27
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$
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0.34
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Discontinued operations
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0.05
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0.07
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0.14
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0.13
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Net income
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$
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0.17
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$
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0.19
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$
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0.41
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$
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0.47
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Weighted average shares outstanding - Basic
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70,162
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69,279
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70,080
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69,136
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Diluted earnings per share:
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Continuing operations
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$
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0.11
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$
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0.12
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$
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0.26
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$
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0.34
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Discontinued operations
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0.05
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0.07
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0.14
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0.13
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Net income
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$
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0.16
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$
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0.19
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$
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0.40
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$
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0.47
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Weighted average shares outstanding - Diluted
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70,905
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70,086
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70,820
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69,922
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Cash dividends declared per share
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$
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0.16
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$
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0.16
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$
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0.32
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$
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0.32
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Quarter Ended
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Six Months Ended
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||||||||||||
(in thousands)
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June 28,
2014 |
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June 29,
2013 |
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June 28,
2014 |
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June 29,
2013 |
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Net income
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$
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11,698
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$
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13,030
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$
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28,509
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$
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32,938
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Net unrealized gains/(losses) on derivative instruments, net of income tax
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91
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(5
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)
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127
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(18
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)
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Foreign currency translation adjustment
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2,247
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(2,347
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)
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361
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(3,905
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)
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Total other comprehensive income/(loss)
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2,338
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(2,352
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)
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488
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(3,923
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)
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Total comprehensive income
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14,036
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10,678
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28,997
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29,015
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Comprehensive income attributable to noncontrolling interests
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(21
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)
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(51
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)
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(16
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)
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(116
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)
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Total comprehensive income attributable to Snyder’s-Lance, Inc.
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$
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14,015
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$
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10,627
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$
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28,981
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$
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28,899
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(in thousands, except share data)
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June 28,
2014 |
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December 28,
2013 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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18,450
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$
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14,080
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Accounts receivable, net of allowances of $1,490 and $1,535, respectively
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134,322
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121,599
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Inventories
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126,237
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100,447
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|
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Prepaid income taxes
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7,079
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9,094
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|
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Deferred income taxes
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15,874
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|
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15,391
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|
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Assets held for sale
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14,262
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15,314
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Prepaid expenses and other current assets
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21,146
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22,925
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Current assets of discontinued operations (Note 3)
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39,399
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37,416
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Total current assets
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376,769
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336,266
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Noncurrent assets:
|
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Fixed assets
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423,379
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312,527
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Goodwill
|
|
479,502
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|
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422,318
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|
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Other intangible assets, net
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513,462
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|
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516,607
|
|
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Other noncurrent assets
|
|
22,413
|
|
|
22,250
|
|
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Noncurrrent assets of discontinued operations (Note 3)
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|
181,903
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|
|
154,626
|
|
||
Total assets
|
|
$
|
1,997,428
|
|
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$
|
1,764,594
|
|
|
|
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|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
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|
$
|
8,894
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|
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$
|
17,291
|
|
Accounts payable
|
|
56,715
|
|
|
45,966
|
|
||
Accrued compensation
|
|
27,217
|
|
|
27,530
|
|
||
Accrued casualty insurance claims
|
|
5,096
|
|
|
6,262
|
|
||
Accrued selling and promotional costs
|
|
14,174
|
|
|
12,636
|
|
||
Other payables and accrued liabilities
|
|
22,459
|
|
|
22,016
|
|
||
Current liabilities of discontinued operations (Note 3)
|
|
15,219
|
|
|
14,503
|
|
||
Total current liabilities
|
|
149,774
|
|
|
146,204
|
|
||
|
|
|
|
|
||||
Noncurrent liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
695,208
|
|
|
480,082
|
|
||
Deferred income taxes
|
|
191,498
|
|
|
190,393
|
|
||
Accrued casualty insurance claims
|
|
7,439
|
|
|
5,567
|
|
||
Other noncurrent liabilities
|
|
21,981
|
|
|
24,143
|
|
||
Noncurrent liabilities of discontinued operations (Note 3)
|
|
269
|
|
|
305
|
|
||
Total liabilities
|
|
1,066,169
|
|
|
846,694
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
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||
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Stockholders’ equity:
|
|
|
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|
||||
Common stock, $0.83 1/3 par value. Authorized 110,000,000 shares; 70,236,168 and 69,891,890 shares outstanding, respectively
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58,528
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|
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58,241
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|
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Preferred stock, $1.00 par value. Authorized 5,000,000 shares; no shares outstanding
|
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—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
771,673
|
|
|
765,172
|
|
||
Retained earnings
|
|
91,213
|
|
|
85,146
|
|
||
Accumulated other comprehensive income
|
|
10,659
|
|
|
10,171
|
|
||
Total Snyder’s-Lance, Inc. stockholders’ equity
|
|
932,073
|
|
|
918,730
|
|
||
Noncontrolling interests
|
|
(814
|
)
|
|
(830
|
)
|
||
Total stockholders’ equity
|
|
931,259
|
|
|
917,900
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,997,428
|
|
|
$
|
1,764,594
|
|
|
|
Six Months Ended
|
||||||
(in thousands)
|
|
June 28,
2014 |
|
June 29,
2013 |
||||
Operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
28,509
|
|
|
$
|
32,938
|
|
Adjustments to reconcile net income to cash from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
29,742
|
|
|
29,641
|
|
||
Stock-based compensation expense
|
|
3,128
|
|
|
2,826
|
|
||
Loss/(gain) on sale of fixed assets, net
|
|
398
|
|
|
(272
|
)
|
||
Gain on sale of route businesses
|
|
(1,460
|
)
|
|
(1,592
|
)
|
||
Impairment charges
|
|
7,503
|
|
|
1,900
|
|
||
Deferred income taxes
|
|
544
|
|
|
3,509
|
|
||
Provision for doubtful accounts
|
|
811
|
|
|
1,302
|
|
||
Changes in operating assets and liabilities, excluding business acquisition
|
|
(15,994
|
)
|
|
(17,658
|
)
|
||
Net cash provided by operating activities
|
|
53,181
|
|
|
52,594
|
|
||
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(33,891
|
)
|
|
(39,869
|
)
|
||
Purchases of route businesses
|
|
(15,018
|
)
|
|
(21,353
|
)
|
||
Proceeds from sale of fixed assets
|
|
471
|
|
|
2,213
|
|
||
Proceeds from sale of route businesses
|
|
16,258
|
|
|
17,533
|
|
||
Proceeds from sale of investments
|
|
—
|
|
|
921
|
|
||
Business acquisition, net of cash acquired
|
|
(202,260
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(234,440
|
)
|
|
(40,555
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Dividends paid to stockholders
|
|
(22,426
|
)
|
|
(22,135
|
)
|
||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
(232
|
)
|
||
Debt issuance costs
|
|
(1,854
|
)
|
|
—
|
|
||
Issuances of common stock
|
|
4,819
|
|
|
7,549
|
|
||
Repurchases of common stock
|
|
(1,160
|
)
|
|
(709
|
)
|
||
Repayments of long-term debt
|
|
(8,750
|
)
|
|
(16,029
|
)
|
||
Net proceeds from existing credit facilities
|
|
215,000
|
|
|
16,870
|
|
||
Net cash provided by/(used in) financing activities
|
|
185,629
|
|
|
(14,686
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
(347
|
)
|
||
|
|
|
|
|
||||
Increase/(decrease) in cash and cash equivalents
|
|
4,370
|
|
|
(2,994
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
14,080
|
|
|
9,276
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
18,450
|
|
|
$
|
6,282
|
|
|
|
|
|
|
||||
Supplemental information:
|
|
|
|
|
||||
Cash paid for income taxes, net of refunds of $164 and $36, respectively
|
|
$
|
13,925
|
|
|
$
|
21,257
|
|
Cash paid for interest
|
|
$
|
7,159
|
|
|
$
|
8,021
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
June 28,
2014 |
|
June 29,
2013 |
|
June 28,
2014 |
|
June 29,
2013 |
||||||||
Net revenue
|
$
|
60,444
|
|
|
$
|
60,562
|
|
|
$
|
124,256
|
|
|
$
|
120,593
|
|
Cost of sales
|
46,199
|
|
|
48,695
|
|
|
94,396
|
|
|
96,619
|
|
||||
Gross margin
|
14,245
|
|
|
11,867
|
|
|
29,860
|
|
|
23,974
|
|
||||
Selling, general and administrative
|
5,844
|
|
|
5,468
|
|
|
11,886
|
|
|
11,089
|
|
||||
Other loss/(income), net
|
539
|
|
|
(552
|
)
|
|
205
|
|
|
(887
|
)
|
||||
Discontinued operations before income taxes
|
$
|
7,862
|
|
|
$
|
6,951
|
|
|
$
|
17,769
|
|
|
$
|
13,772
|
|
Income tax expense
|
4,339
|
|
|
2,384
|
|
|
7,924
|
|
|
4,554
|
|
||||
Discontinued operations, net of income tax
|
$
|
3,523
|
|
|
$
|
4,567
|
|
|
$
|
9,845
|
|
|
$
|
9,218
|
|
(in thousands)
|
|
June 28,
2014
|
|
December 28,
2013 |
||||
Accounts receivable, net
|
|
$
|
23,273
|
|
|
$
|
23,389
|
|
Inventories
|
|
15,316
|
|
|
13,303
|
|
||
Prepaid expenses and other current assets
|
|
810
|
|
|
724
|
|
||
Total current assets of discontinued operations
|
|
39,399
|
|
|
37,416
|
|
||
Fixed assets, net
|
|
38,989
|
|
|
36,729
|
|
||
Goodwill
|
|
139,957
|
|
|
114,823
|
|
||
Other intangible assets, net
|
|
2,938
|
|
|
3,062
|
|
||
Other noncurrent assets
|
|
19
|
|
|
12
|
|
||
Total noncurrent assets of discontinued operations
|
|
181,903
|
|
|
154,626
|
|
||
Total assets of discontinued operations
|
|
$
|
221,302
|
|
|
$
|
192,042
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
9,391
|
|
|
$
|
8,544
|
|
Accrued compensation
|
|
2,558
|
|
|
2,262
|
|
||
Accrued selling and promotional costs
|
|
359
|
|
|
621
|
|
||
Other payables and accrued liabilities
|
|
2,911
|
|
|
3,076
|
|
||
Total current liabilities of discontinued operations
|
|
15,219
|
|
|
14,503
|
|
||
Other noncurrent liabilities
|
|
269
|
|
|
305
|
|
||
Total noncurrent liabilities of discontinued operations
|
|
269
|
|
|
305
|
|
||
Total liabilities of discontinued operations
|
|
$
|
15,488
|
|
|
$
|
14,808
|
|
(in thousands)
|
|
Preliminary Purchase Price Allocation
|
||
Cash and cash equivalents
|
|
$
|
2,028
|
|
Accounts receivable
|
|
8,324
|
|
|
Inventories
|
|
8,474
|
|
|
Prepaid expenses and other current assets
|
|
386
|
|
|
Fixed assets
|
|
107,324
|
|
|
Goodwill
|
|
82,309
|
|
|
Other intangible assets
|
|
5,100
|
|
|
Total assets acquired
|
|
$
|
213,945
|
|
|
|
|
||
Current portion of long-term debt
|
|
$
|
333
|
|
Accounts payable
|
|
6,748
|
|
|
Accrued compensation
|
|
1,227
|
|
|
Other payables and accrued liabilities
|
|
682
|
|
|
Long-term debt
|
|
667
|
|
|
Total liabilities assumed
|
|
$
|
9,657
|
|
|
|
|
|
|
Net assets acquired
|
|
$
|
204,288
|
|
(in thousands)
|
|
June 28,
2014 |
|
December 28,
2013 |
||||
Finished goods
|
|
$
|
77,272
|
|
|
$
|
64,616
|
|
Raw materials
|
|
20,022
|
|
|
12,532
|
|
||
Maintenance parts, packaging and supplies
|
|
28,943
|
|
|
23,299
|
|
||
Total inventories
|
|
$
|
126,237
|
|
|
$
|
100,447
|
|
(in thousands)
|
|
June 28,
2014 |
|
December 28,
2013 |
||||
Land and land improvements
|
|
$
|
28,105
|
|
|
$
|
25,544
|
|
Buildings and building improvements
|
|
145,694
|
|
|
129,427
|
|
||
Machinery, equipment and computer systems
|
|
454,462
|
|
|
361,481
|
|
||
Trucks, trailers and automobiles
|
|
33,172
|
|
|
30,629
|
|
||
Furniture and fixtures
|
|
11,614
|
|
|
11,971
|
|
||
Construction in progress
|
|
33,360
|
|
|
21,745
|
|
||
|
|
$
|
706,407
|
|
|
$
|
580,797
|
|
Accumulated depreciation
|
|
(281,475
|
)
|
|
(265,342
|
)
|
||
|
|
424,932
|
|
|
315,455
|
|
||
Fixed assets held for sale
|
|
(1,553
|
)
|
|
(2,928
|
)
|
||
Fixed assets, net
|
|
$
|
423,379
|
|
|
$
|
312,527
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 28, 2013
|
|
$
|
422,318
|
|
Goodwill acquired in the purchase of Baptista's (Note 4)
|
|
82,309
|
|
|
Change in goodwill attributable to discontinued operations (Note 3)
|
|
(25,134
|
)
|
|
Goodwill acquired in the purchase of route businesses
|
|
4,235
|
|
|
Goodwill attributable to the sale of route businesses
|
|
(4,571
|
)
|
|
Change in goodwill reclassified to route assets held for sale
|
|
168
|
|
|
Change in foreign currency exchange rate
|
|
177
|
|
|
Balance as of June 28, 2014
|
|
$
|
479,502
|
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
As of June 28, 2014:
|
|
|
|
|
|
|
||||||
Customer and contractual relationships – amortized
|
|
$
|
145,856
|
|
|
$
|
(21,629
|
)
|
|
$
|
124,227
|
|
Non-compete agreement – amortized
|
|
710
|
|
|
(90
|
)
|
|
620
|
|
|||
Reacquired rights – amortized
|
|
3,100
|
|
|
(1,125
|
)
|
|
1,975
|
|
|||
Patents – amortized
|
|
8,600
|
|
|
(1,338
|
)
|
|
7,262
|
|
|||
Developed technology – amortized
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|||
Routes – unamortized
|
|
19,717
|
|
|
—
|
|
|
19,717
|
|
|||
Trademarks – unamortized
|
|
356,661
|
|
|
—
|
|
|
356,661
|
|
|||
Balance as of June 28, 2014
|
|
$
|
537,644
|
|
|
$
|
(24,182
|
)
|
|
$
|
513,462
|
|
|
|
|
|
|
|
|
||||||
As of December 28, 2013:
|
|
|
|
|
|
|
||||||
Customer and contractual relationships – amortized
|
|
$
|
145,356
|
|
|
$
|
(17,531
|
)
|
|
$
|
127,825
|
|
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
|
|
359,261
|
|
|
—
|
|
|
359,261
|
|
|||
Balance as of December 28, 2013
|
|
$
|
536,079
|
|
|
$
|
(19,472
|
)
|
|
$
|
516,607
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 28, 2013
|
|
$
|
19,652
|
|
Purchases of route businesses, exclusive of goodwill acquired
|
|
10,783
|
|
|
Sales of route businesses
|
|
(10,227
|
)
|
|
Change in route businesses reclassified to assets held for sale
|
|
(491
|
)
|
|
Balance as of June 28, 2014
|
|
$
|
19,717
|
|
(in thousands)
|
|
June 28,
2014 |
|
December 28,
2013 |
||||
Revolving credit facility
|
|
$
|
300,000
|
|
|
$
|
85,000
|
|
Other long-term debt
|
|
404,102
|
|
|
412,373
|
|
||
Total debt
|
|
704,102
|
|
|
497,373
|
|
||
Less: Current portion of long-term debt
|
|
(8,894
|
)
|
|
(17,291
|
)
|
||
Total long-term debt
|
|
$
|
695,208
|
|
|
$
|
480,082
|
|
•
|
a
$375 million
five
-year revolving credit facility with a
$30 million
sublimit for standby letters of credit;
|
•
|
a
$150 million
five
-year term loan; and
|
•
|
a
$150 million
ten
-year term loan.
|
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 for which there is little or no market data available, which required us to develop our own assumptions.
|
(in thousands)
|
|
Balance Sheet Location
|
|
June 28,
2014 |
|
December 28,
2013 |
||||
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
$
|
(725
|
)
|
|
$
|
(898
|
)
|
Foreign currency forwards
|
|
Current liabilities of discontinued operations
|
|
—
|
|
|
(31
|
)
|
||
Total fair value of derivative instruments
|
|
|
|
$
|
(725
|
)
|
|
$
|
(929
|
)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
|
June 28,
2014 |
|
June 29,
2013 |
|
June 28,
2014 |
|
June 29,
2013 |
||||||||
Gains on interest rate swaps, net of income tax expense of ($30), ($101), ($66) and ($144), respectively
|
|
$
|
48
|
|
|
$
|
161
|
|
|
$
|
106
|
|
|
$
|
230
|
|
Gains/(losses) on foreign currency forwards, net of income tax (expense)/benefit of ($14), $75, ($10) and $112, respectively
|
|
43
|
|
|
(166
|
)
|
|
21
|
|
|
(248
|
)
|
||||
Total change in unrealized losses from derivative instruments, net of income tax (effective portion)
|
|
$
|
91
|
|
|
$
|
(5
|
)
|
|
$
|
127
|
|
|
$
|
(18
|
)
|
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
|
Income Statement Location
|
|
June 28,
2014 |
|
June 29,
2013 |
|
June 28,
2014 |
|
June 29,
2013 |
||||||||
Losses on cash flow hedges reclassified out of accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, net of tax of $47, $56, $107 and $125, respectively
|
|
Interest expense, net
|
|
$
|
(75
|
)
|
|
$
|
(89
|
)
|
|
$
|
(171
|
)
|
|
$
|
(200
|
)
|
Foreign currency forwards
|
|
Discontinued operations, net of income tax
|
|
(4
|
)
|
|
(148
|
)
|
|
(191
|
)
|
|
(212
|
)
|
||||
Total cash flow hedge reclassifications, net of tax
|
|
|
|
$
|
(79
|
)
|
|
$
|
(237
|
)
|
|
$
|
(362
|
)
|
|
$
|
(412
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||
Balance as of December 28, 2013
|
|
$
|
(574
|
)
|
|
$
|
10,745
|
|
|
$
|
10,171
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss)/income before reclassifications
|
|
(235
|
)
|
|
361
|
|
|
126
|
|
|||
Losses reclassified from accumulated other comprehensive income
|
|
362
|
|
|
—
|
|
|
362
|
|
|||
Net other comprehensive income
|
|
127
|
|
|
361
|
|
|
488
|
|
|||
|
|
|
|
|
|
|
||||||
Balance as of June 28, 2014
|
|
$
|
(447
|
)
|
|
$
|
11,106
|
|
|
$
|
10,659
|
|
(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 loss before reclassifications
|
|
(430
|
)
|
|
(3,905
|
)
|
|
(4,335
|
)
|
|||
Losses reclassified from accumulated other comprehensive income
|
|
412
|
|
|
—
|
|
|
412
|
|
|||
Net other comprehensive loss
|
|
(18
|
)
|
|
(3,905
|
)
|
|
(3,923
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance as of June 29, 2013
|
|
$
|
(860
|
)
|
|
$
|
12,055
|
|
|
$
|
11,195
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
|
June 28,
2014 |
|
June 29,
2013 |
|
June 28,
2014 |
|
June 29,
2013 |
||||||||
Branded
|
|
$
|
275,083
|
|
|
$
|
269,669
|
|
|
$
|
534,254
|
|
|
$
|
527,856
|
|
Partner brand
|
|
87,852
|
|
|
77,630
|
|
|
169,898
|
|
|
148,039
|
|
||||
Other
|
|
36,661
|
|
|
31,190
|
|
|
68,460
|
|
|
61,135
|
|
||||
Net revenue
|
|
$
|
399,596
|
|
|
$
|
378,489
|
|
|
$
|
772,612
|
|
|
$
|
737,030
|
|
•
|
On June 13, 2014, we completed the acquisition of Baptista’s, an industry leader in highly-differentiated snack food development and innovation including organic, all-natural and gluten-free products. As the manufacturer of our fast-growing Snack Factory
®
Pretzel Crisps
®
brand, they have unique capabilities consistent with our own innovation plans that will complement our family of brands. This transaction will benefit our Company through incremental product development and innovation while leveraging our marketing and product distribution capabilities.
|
•
|
Shortly after the end of our second quarter, we completed the sale of two of our subsidiaries, S-L Snacks IA, LLC, S-L Snacks Private Brands, LLC, as well as certain assets of our Canadian subsidiary, Tamming Foods Ltd. ("Private Brands"), to Shearer's Foods, LLC ("Shearer's") for $430 million. This transaction included the sale of manufacturing facilities located in Burlington, Iowa and Guelph, Ontario as well as the exclusive right to manufacture and sell the majority of our private brand products and certain contract manufactured products. Shearer’s is a leading provider of private label snacks headquartered in Massillon, OH. In connection with this transaction, we entered into an agreement with Shearer's to contract manufacture certain products previously produced at other manufacturing facilities ("Supply Agreement") for an initial term of two years subsequent to the sale. Additionally, the Company entered into a transition services agreement ("TSA") effective on the first day of the third quarter to provide certain finance, accounting, information technology, supply chain, and other general services to facilitate the orderly transfer of the business operations to Shearer's. The impact to income associated with the TSA is not expected to be material and we expect it to be completed in the fourth quarter of 2014.
|
•
|
Beginning in the second quarter of 2014, the assets and liabilities of the Private Brands disposal group were considered held-for-sale and presented as discontinued operations in our Condensed Consolidated Balance Sheets because we will not have continuing involvement with the assets included in the disposal group. In addition, the revenues and expenses that will no longer continue after the sale of Private Brands, and where we have no substantial continuing involvement, were reclassified to discontinued operations in the Condensed Consolidated Statements of Income. All prior period results were retrospectively adjusted to consistently present continuing and discontinued operations.
|
•
|
On June 27, 2014, we initiated the restructuring plan to reduce overhead costs that remain after the sale of Private Brands. The Restructuring Plan includes a combination of operational initiatives, headcount reductions and more efficient utilization of third-party professional resources. Severance expenses of $2.5 million and $0.6 million were recognized in selling, general and administrative and cost of sales, respectively, during the quarter ended June 28, 2014, in conjunction with the Restructuring Plan. We plan to complete actions associated with the Restructuring Plan by the beginning of the third quarter of 2015. For the remainder of the year, we are expecting between $2 million and $4 million in cost savings associated with the Restructuring Plan.
|
•
|
We continued to significantly expand the west coast distribution of our Cape Cod
®
kettle-cooked chips and increased these revenues substantially when compared to the second quarter of 2013.
|
•
|
The success of our new product offerings continued, including strong results from our Snyder’s of Hanover
®
Sweet and Salty pretzel pieces, new flavors of Cape Cod
®
kettle-cooked potato chips and Cape Cod
®
popcorn, Lance
®
Bolds
®
sandwich crackers, as well as Snack Factory
®
Pretzel Crisps
®
Minis.
|
•
|
There continues to be a significant emphasis on revitalizing our Lance
®
sandwich cracker brand. This process began with upgrading our packaging and packaging configurations as well as updating the image and reach of this product. We also have significant innovation plans with new product launches and marketing initiatives set for late in the third quarter of this year and into 2015.
|
•
|
We recognized $6.5 million in impairment charges, including a $3.6 million write-down of one of our trademarks and $2.9 million in fixed asset impairment primarily related to machinery and equipment where expected future cash flows are not expected to support the carrying value due to the sale of Private Brands.
|
•
|
We entered into an Amended and Restated Credit Agreement during the second quarter which increased the amount available under our revolving credit facility from $265 million to $375 million. In addition, our $325 million term loan, of which we still owed $300.6 million, was replaced by two $150 million term loans with reduced interest rates and extended terms. Debt issuance costs associated with the amended credit facility including the new term loans of approximately $1.9 million were deferred and will be amortized over the life of the loans. In addition, we recognized $0.8 million in additional interest expense in the second quarter of 2014 due to the write-off of certain unamortized debt issuance costs associated with the previous amendment to the revolving credit facility in 2010 and the prior term loan.
|
•
|
We continued to show growth in Partner brand revenues through the addition of new partner brand products and increased distribution. The Other product category also showed strong revenue growth as a result of new contract manufacturing obtained in 2014.
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
June 28, 2014
|
|
June 29, 2013
|
|
||||||||||||||||
Net revenue
|
|
$
|
399,596
|
|
|
100.0
|
%
|
|
$
|
378,489
|
|
|
100.0
|
%
|
|
$
|
21,107
|
|
|
5.6
|
%
|
Cost of sales
|
|
254,707
|
|
|
63.7
|
%
|
|
244,386
|
|
|
64.6
|
%
|
|
(10,321
|
)
|
|
(4.2
|
)%
|
|||
Gross margin
|
|
144,889
|
|
|
36.3
|
%
|
|
134,103
|
|
|
35.4
|
%
|
|
10,786
|
|
|
8.0
|
%
|
|||
Selling, general and administrative
|
|
121,312
|
|
|
30.4
|
%
|
|
118,036
|
|
|
31.2
|
%
|
|
(3,276
|
)
|
|
(2.8
|
)%
|
|||
Impairment charges
|
|
6,503
|
|
|
1.6
|
%
|
|
1,900
|
|
|
0.5
|
%
|
|
(4,603
|
)
|
|
(242.3
|
)%
|
|||
Gain on sale of route businesses, net
|
|
(297
|
)
|
|
(0.1
|
)%
|
|
(1,482
|
)
|
|
(0.4
|
)%
|
|
(1,185
|
)
|
|
(80.0
|
)%
|
|||
Other loss/(income), net
|
|
501
|
|
|
0.2
|
%
|
|
(1,476
|
)
|
|
(0.4
|
)%
|
|
(1,977
|
)
|
|
nm
|
|
|||
Income before interest and income taxes
|
|
16,870
|
|
|
4.2
|
%
|
|
17,125
|
|
|
4.5
|
%
|
|
(255
|
)
|
|
(1.5
|
)%
|
|||
Interest expense, net
|
|
4,111
|
|
|
1.1
|
%
|
|
3,521
|
|
|
0.9
|
%
|
|
(590
|
)
|
|
(16.8
|
)%
|
|||
Income tax expense
|
|
4,584
|
|
|
1.1
|
%
|
|
5,141
|
|
|
1.4
|
%
|
|
557
|
|
|
10.8
|
%
|
|||
Income from continuing operations
|
|
8,175
|
|
|
2.0
|
%
|
|
8,463
|
|
|
2.2
|
%
|
|
(288
|
)
|
|
(3.4
|
)%
|
|||
Discontinued operations, net of income tax
|
|
3,523
|
|
|
0.9
|
%
|
|
4,567
|
|
|
1.2
|
%
|
|
(1,044
|
)
|
|
(22.9
|
)%
|
|||
Net income
|
|
11,698
|
|
|
2.9
|
%
|
|
13,030
|
|
|
3.4
|
%
|
|
(1,332
|
)
|
|
(10.2
|
)%
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
June 28, 2014
|
|
June 29, 2013
|
|
||||||||||||||||
Branded
|
|
$
|
275,083
|
|
|
68.8
|
%
|
|
$
|
269,669
|
|
|
71.2
|
%
|
|
$
|
5,414
|
|
|
2.0
|
%
|
Partner brand
|
|
87,852
|
|
|
22.0
|
%
|
|
77,630
|
|
|
20.5
|
%
|
|
10,222
|
|
|
13.2
|
%
|
|||
Other
|
|
36,661
|
|
|
9.2
|
%
|
|
31,190
|
|
|
8.3
|
%
|
|
5,471
|
|
|
17.5
|
%
|
|||
Net revenue
|
|
$
|
399,596
|
|
|
100.0
|
%
|
|
$
|
378,489
|
|
|
100.0
|
%
|
|
$
|
21,107
|
|
|
5.6
|
%
|
|
|
Six Months Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
June 28, 2014
|
|
June 29, 2013
|
|
||||||||||||||||
Net revenue
|
|
$
|
772,612
|
|
|
100.0
|
%
|
|
$
|
737,030
|
|
|
100.0
|
%
|
|
$
|
35,582
|
|
|
4.8
|
%
|
Cost of sales
|
|
494,537
|
|
|
64.0
|
%
|
|
470,238
|
|
|
63.8
|
%
|
|
(24,299
|
)
|
|
(5.2
|
)%
|
|||
Gross margin
|
|
278,075
|
|
|
36.0
|
%
|
|
266,792
|
|
|
36.2
|
%
|
|
11,283
|
|
|
4.2
|
%
|
|||
Selling, general and administrative
|
|
237,376
|
|
|
30.7
|
%
|
|
223,411
|
|
|
30.3
|
%
|
|
(13,965
|
)
|
|
(6.3
|
)%
|
|||
Impairment charges
|
|
7,503
|
|
|
1.0
|
%
|
|
1,900
|
|
|
0.3
|
%
|
|
(5,603
|
)
|
|
(294.9
|
)%
|
|||
Gain on sale of route businesses, net
|
|
(1,460
|
)
|
|
(0.2
|
)%
|
|
(1,592
|
)
|
|
(0.2
|
)%
|
|
(132
|
)
|
|
(8.3
|
)%
|
|||
Other loss/(income), net
|
|
581
|
|
|
0.1
|
%
|
|
(2,617
|
)
|
|
(0.4
|
)%
|
|
(3,198
|
)
|
|
nm
|
|
|||
Income before interest and income taxes
|
|
34,075
|
|
|
4.4
|
%
|
|
45,690
|
|
|
6.2
|
%
|
|
(11,615
|
)
|
|
(25.4
|
)%
|
|||
Interest expense, net
|
|
7,501
|
|
|
1.0
|
%
|
|
6,960
|
|
|
1.0
|
%
|
|
(541
|
)
|
|
(7.8
|
)%
|
|||
Income tax expense
|
|
7,910
|
|
|
1.0
|
%
|
|
15,010
|
|
|
2.0
|
%
|
|
7,100
|
|
|
47.3
|
%
|
|||
Income from continuing operations
|
|
18,664
|
|
|
2.4
|
%
|
|
23,720
|
|
|
3.2
|
%
|
|
(5,056
|
)
|
|
(21.3
|
)%
|
|||
Discontinued operations, net of income tax
|
|
9,845
|
|
|
1.3
|
%
|
|
9,218
|
|
|
1.3
|
%
|
|
627
|
|
|
6.8
|
%
|
|||
Net income
|
|
28,509
|
|
|
3.7
|
%
|
|
32,938
|
|
|
4.5
|
%
|
|
(4,429
|
)
|
|
(13.4
|
)%
|
|
|
Six Months Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
June 28, 2014
|
|
June 29, 2013
|
|
||||||||||||||||
Branded
|
|
$
|
534,254
|
|
|
69.1
|
%
|
|
$
|
527,856
|
|
|
71.6
|
%
|
|
$
|
6,398
|
|
|
1.2
|
%
|
Partner brand
|
|
169,898
|
|
|
22.0
|
%
|
|
148,039
|
|
|
20.1
|
%
|
|
21,859
|
|
|
14.8
|
%
|
|||
Other
|
|
68,460
|
|
|
9.0
|
%
|
|
61,135
|
|
|
8.3
|
%
|
|
7,325
|
|
|
12.0
|
%
|
|||
Net revenue
|
|
$
|
772,612
|
|
|
100.0
|
%
|
|
$
|
737,030
|
|
|
100.0
|
%
|
|
$
|
35,582
|
|
|
4.8
|
%
|
•
|
a $375 million five-year revolving credit facility with a $30 million sublimit for standby letters of credit;
|
•
|
a $150 million five-year term loan; and
|
•
|
a $150 million ten-year term loan.
|
•
|
The failure to successfully integrate and realize the anticipated benefits from the Baptista's Bakery acquisition could have an adverse impact on future operating results; and
|
•
|
Our inability to generate revenue and earnings to replace those previously generated by Private Brands or to generate cost reductions to offset overhead costs previously absorbed by Private Brands could negatively impact future results from continuing operations.
|
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)
|
|||||
March 30, 2014 - April 30, 2014
|
|
12
|
|
|
$
|
27.16
|
|
|
—
|
|
|
299,988
|
|
May 1, 2014 - May 31, 2014
|
|
261
|
|
|
26.54
|
|
|
—
|
|
|
299,727
|
|
|
June 1, 2014 - June 28, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
299,727
|
|
|
Total
|
|
273
|
|
|
$
|
26.57
|
|
|
—
|
|
|
299,727
|
|
(1)
|
In February 2014, the Board of Directors authorized the repurchase of up to 300,000 shares of common stock, which authorization expires in March 2016. The primary 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. All of the shares reflected in the table were repurchased pursuant to the repurchase program.
|
|
No.
|
Description
|
|
|
|
|
2.1
|
Stock and Membership Interest Purchase Agreement, dated as of May 6, 2014, by and among Snyder’s-Lance, Inc., Baptista’s Bakery, Inc., 5C Investments LLC, Nannette M. Gardetto 1994 Trust, Nannette M. Gardetto and S-L Snacks National, LLC, incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on June 19, 2014 (File No. 0-398).
|
|
|
|
|
2.2
|
Purchase and Sale Agreement, dated as of May 6, 2014, by and among S-L Snacks National, LLC, Tamming Foods Ltd., Shearer’s Foods, LLC and Shearer’s Foods Canada, Inc., incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 7, 2014 (File No. 0-398).
|
|
|
|
|
3.1
|
Restated Articles of Incorporation of Snyder’s-Lance, Inc. as amended through May 3, 2013, incorporated herein by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2013 (File No. 0-398).
|
|
|
|
|
3.2
|
Bylaws of Snyder’s-Lance, Inc., as amended through May 6, 2014, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2014 (File No. 0-398).
|
|
|
|
|
10.1
|
Amended and Restated Credit Agreement, dated as of May 30, 2014, by and among Snyder’s-Lance, Inc., Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 4, 2014 (File No. 0-398).
|
|
|
|
|
10.2
|
Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of June 24, 2014, by and among Snyder’s-Lance, Inc., Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto, filed herewith.
|
|
|
|
|
10.3*
|
Snyder’s-Lance, Inc. 2014 Director Stock Plan, incorporated herein by reference to Annex A to the Registrant’s Definitive Proxy Statement filed on Schedule 14A filed on March 25, 2014 (File No. 0-398).
|
|
|
|
|
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 June 28, 2014, 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.
|
||
|
|
|
|
|
|
|
|
Date: August 7, 2014
|
By:
|
|
/s/ Rick D. Puckett
|
|
|
|
Rick D. Puckett
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
BORROWER:
|
|
|
|
SNYDER'S-LANCE, INC.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Rick D. Puckett
|
|
|
|
|
Name:
Title:
|
|
Rick D. Puckett
Executive Vice President and Chief Financial Officer
|
|
|
|
|
BANK OF AMERICA, N.A.
, as Administrative Agent
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Bridgett J. Manduk
|
|
|
|
|
Name:
|
|
Bridgett J. Manduk
|
|
|
|
|
Title
|
|
Vice President
|
|
|
|
|
BANK OF AMERICA, N.A.
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ J. Casey Cosgrove
|
|
|
|
|
Name:
|
|
J. Casey Cosgrove
|
|
|
|
|
Title
|
|
Director
|
|
|
|
|
MANUFACTURERS AND TRADERS TRUST COMPANY
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Keith A. Mummert
|
|
|
|
|
Name:
|
|
Keith A. Mummert
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
COBANK, ACB,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Michael Tousignant
|
|
|
|
|
Name:
|
|
Michael Tousignant
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
BRANCH BANKING AND TRUST
COMPANY
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Kenneth M. Blackwell
|
|
|
|
|
Name:
|
|
Kenneth M. Blackwell
|
|
|
|
|
Title:
|
|
Senior Vice President
|
|
|
|
|
WELLS FARGO BANK NATIONAL
ASSOCIATION
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ LaShonda Fuselier
|
|
|
|
|
Name:
|
|
LaShonda Fuselier
|
|
|
|
|
Title:
|
|
Senior Relationship Manager
|
|
|
|
|
CITIZENS BANK OF PENNSYLVANIA,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Edward A. Tosti
|
|
|
|
|
Name:
|
|
Edward A. Tosti
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Matthew Springman
|
|
|
|
|
Name:
Title:
|
|
Matthew Springman
Executive Vice President
|
|
|
|
|
TD BANK, N.A.,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Alan Garson
|
|
|
|
|
Name:
|
|
Alan Garson
|
|
|
|
|
Title:
|
|
Senior Vice President
|
|
|
|
|
AGFIRST FARM CREDIT BANK
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Bruce B. Fortner
|
|
|
|
|
Name:
|
|
Bruce B. Fortner
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
AMERICAN AGCREDIT, FLCA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Bradley K. Leafgren
|
|
|
|
|
Name:
|
|
Bradley K. Leafgren
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
FARM CREDIT EAST, ACA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Kerri B. Sears
|
|
|
|
|
Name:
|
|
Kerri B. Sears
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
FARM CREDIT WEST, FLCA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Robert Stornetta
|
|
|
|
|
Name:
|
|
Robert Stornetta
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
NORTHWEST FARM CREDIT SERVICES, FLCA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Candy Boswell
|
|
|
|
|
Name:
|
|
Candy Boswell
|
|
|
|
|
Title:
|
|
Vice President
|
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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Carl E. Lee, Jr.
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Carl E. Lee, Jr.
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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b)
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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;
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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
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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
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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.
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/s/ Rick D. Puckett
|
Rick D. Puckett
|
Executive Vice President, Chief Financial Officer and Treasurer
|
(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/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
|
August 7, 2014
|
|
|
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Officer and Treasurer
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|
|
|
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August 7, 2014
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