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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 23.1
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Consent of PricewaterhouseCoopers LLP
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Exhibit 23.2
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Consent of KPMG LLP
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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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We are a focused player in established categories where we build a strong position. We offer differentiated products supported by our quality and brand strength. We seek to continually renovate our core products to remain relevant to our consumers and focus on innovation in order to grow our “better for you” offerings. We support the development of our products through marketing and advertising initiatives, while managing our operating costs to support this investment.
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•
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We support the growth of our business through our distribution network, both our IBO business partners as well as our direct distribution network. We make selective acquisitions of other independent distribution companies consistent with our strategy to further enhance and expand our National Distribution Network.
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•
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We engage in contract manufacturing for other manufacturers to increase the efficiencies within our manufacturing facilities, enabling better cost structures for our products and competitive prices for our customers.
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•
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We assist our IBO partners through the utilization of Partner brands providing them with efficiencies in their distribution businesses.
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•
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Acquisition of regional distributor businesses - As we expand our DSD network, we continue to look for potential regional distributor business acquisition targets in areas where we do not currently have our own DSD network. Upon acquisition, the acquired routes may be reengineered to include Company products and retail locations and are then sold to a new or current IBO, as described below.
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•
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Reengineering of zones - Periodically, we undertake a route reengineering project for a particular geography or zone. The reasons for route reengineering projects vary, but are typically due to increased sales volume associated with new retail locations and/or the addition of new Branded or Partner brand products to the routes in that zone. In these cases, we repurchase all of the IBO route businesses in that zone. The repurchased route businesses are then reengineered, which normally results in the addition of new IBO route territories because of the additional volume. Route businesses are then resold, usually to the original IBO, however, the original IBO has no obligation to repurchase. Upon completion, these route reengineering projects usually result in modest net gains on the sale of route businesses due to the value added during the reengineering through additional volume and/or retail locations.
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•
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Sale of Company-owned routes - Some routes remain company-owned primarily because they need additional sales volume in order to become sustainable route businesses for IBOs. As we build up the volume on these routes through increased distribution of our Branded and Partner brand products, we may sell these route businesses to IBOs which could result in gains.
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•
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IBO defaults - There are times when IBO route businesses are not successful and the IBO's distributor agreement with us is terminated due to a breach of the distributor agreement or default under the loan agreement. In these instances, if the existing IBO is unable to sell the route business to another third party, we may repurchase the route business at a price defined in the distributor agreement. We generally put the repurchased route business up for sale to another third-party IBO immediately. The subsequent sales transaction generally results in a nominal gain or loss as the value of the route purchased typically approximates the route sale value given the short time duration between the initial purchase and sale.
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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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55
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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; President and Chief Executive Officer of WFMS, First Data Corporation, from 2001 to 2005; Regional President for Nabisco International from 1997 to 2001; served in a variety of senior roles with Frito-Lay domestically and internationally from 1986 to 1997.
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Rick D. Puckett
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61
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Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Snyder's-Lance, Inc. since August 2014; Executive Vice President, Chief Financial Officer and Treasurer of Snyder’s-Lance, Inc. from December 2010 to August 2014; 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. from 2005 to January 2006; Senior Vice President, Chief Financial Officer and Treasurer of United Natural Foods, Inc. from 2003 to 2005.
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Charles E. Good
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66
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President of 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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Patrick S. McInerney
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56
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Senior Vice President and Chief Supply Chain Officer of Snyder’s-Lance, Inc. since January 2013; Senior Vice President of Manufacturing, Snyder’s-Lance, Inc. from June 2011 to January 2013; Senior Vice President of Branded Manufacturing, Snyder’s-Lance, Inc. from December 2010 to June 2011; Vice President of Manufacturing, Snyder’s of Hanover, Inc. from 1996 to December 2010.
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Daniel J. Morgan
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49
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Senior Vice President and Chief Sales Officer of Snyder’s-Lance, Inc. since July 2014; Senior Vice President of Sales, East Division of Snyder’s-Lance, Inc. from December 2010 to July 2014; Regional Vice President of Sales, Snyder’s of Hanover, from 2003 to December 2010; President, Patriot Snacks from 1996 to 2003; President, Bay State Snacks from 1993 to 1996.
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Rodrigo F. Troni Pena
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48
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Senior Vice President and Chief Marketing Officer of Snyder's-Lance, Inc. since December 2013; Senior Vice President, Birds Eye at Pinnacle Foods from May 2010 to November 2013; Chief Marketing Officer of Sabra Dipping Company (Pepsico Division) from November 2007 to April 2010; Director of International Business Development and a number of senior roles, Cadbury Schweppes PLC from 1992 to 2007.
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Margaret E. Wicklund
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54
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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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2014 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 29, 2014)
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$
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28.97
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$
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24.96
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$
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0.16
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Second quarter (13 weeks ended June 28, 2014)
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28.50
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25.40
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0.16
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Third quarter (13 weeks ended September 27, 2014)
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28.23
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24.67
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0.16
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Fourth quarter (14 weeks ended January 3, 2015)
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31.25
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25.80
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0.16
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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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Period
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Total Number of Shares Purchased (1)
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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 (1)
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September 28, 2014 - October 31, 2014
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125
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$
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26.50
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—
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293,382
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November 1, 2014 - November 30, 2014
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—
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—
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—
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293,382
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December 1, 2014 - January 3, 2015
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—
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—
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—
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293,382
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Total
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125
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$
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26.50
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—
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293,382
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(1)
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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.
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Results of Operations (in thousands):
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2014
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2013
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2012
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2011
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2010
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Net revenue
(1) (2) (3) (4)
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$
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1,620,920
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$
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1,504,332
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$
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1,362,911
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$
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1,361,888
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$
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706,932
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Cost of sales
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1,042,458
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963,073
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872,316
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840,729
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388,332
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Gross margin
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578,462
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541,259
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490,595
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521,159
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318,600
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Gross margin percentage
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35.7
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%
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36.0
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%
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36.0
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%
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38.3
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%
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45.1
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%
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Income/(loss) before
income taxes
(5) (6) (7) (8) (9)
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91,508
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87,900
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79,408
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33,580
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(20,163
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)
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Income/(loss) from continuing operations
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59,217
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55,603
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45,489
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20,950
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(16,363
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)
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Income from discontinued operations,
net of income tax
(10)
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133,316
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23,481
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14,021
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17,791
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18,894
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Net income attributable to
Snyder’s-Lance, Inc.
(10)
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$
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192,591
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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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Average Number of Common Shares
Outstanding (in thousands):
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||||||||||
Basic
(11)
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70,200
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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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Diluted
(11)
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70,890
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70,158
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69,215
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67,478
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34,348
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|||||
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Per Share of Common Stock:
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||||||||||
Basic earnings/(loss) per share from
continuing operations
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$
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0.84
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$
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0.80
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$
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0.66
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$
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0.30
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$
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(0.48
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)
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Basic earnings per share from discontinued operations
(10)
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1.90
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0.33
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0.20
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0.27
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|
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0.55
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|||||
Total basic earnings per share
(10)
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$
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2.74
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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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$
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0.57
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$
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0.07
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||||||||||
Diluted earnings/(loss) per share from continuing operations
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$
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0.84
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$
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0.79
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$
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0.65
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$
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0.30
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$
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(0.48
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)
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Diluted earnings per share from discontinued operations
(10)
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1.88
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0.33
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0.20
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0.26
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0.55
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|||||
Total diluted earnings per share
(10)
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$
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2.72
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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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$
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0.56
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$
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0.07
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||||||||||
Cash dividends declared
(12)
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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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0.64
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$
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4.39
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||||||||||
Financial Status at Year-end
(in thousands):
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||||||||||
Total assets
(13)(14)
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$
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1,863,388
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$
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1,769,560
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|
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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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Long-term debt, net of
current portion
(14)
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$
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438,376
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$
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480,082
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$
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514,587
|
|
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$
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253,939
|
|
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$
|
227,462
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Total debt
(14)
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$
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446,937
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$
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497,373
|
|
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$
|
535,049
|
|
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$
|
258,195
|
|
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$
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285,229
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(1)
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2014 net revenue increased compared to 2013 approximately $30 million, as a result of the fifty-third week and $44 million as a result of the acquisition of Baptista's in June 2014 and the consolidation of the results of Late July subsequent to our additional investment in October 2014.
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(2)
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2013 net revenue increased compared to 2012, due to the full year impact of the acquisition of Snack Factory, which occurred in October 2012.
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(3)
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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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(4)
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2011 net revenue is not comparable to 2010 as a result of the Merger. Additionally, 2011 net revenue included approximately $8 million from the acquisition of George Greer Company Inc. in August 2011.
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(5)
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2014 pretax income was impacted by a gain on the revaluation of our prior equity investment in Late July of approximately
$17 million
, impairment charges of approximately
$13 million
and approximately $4 million associated with our margin improvement and restructuring plan.
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(6)
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2013 pretax income was impacted by certain self-funded medical claims that resulted in approximately $5 million in incremental expenses as well as impairment charges of approximately $2 million associated with one of our trademarks.
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(7)
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2012 pretax income included the impact of approximately $4 million in severance costs and professional fees related to the Merger and integration activities, approximately $9 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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(8)
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2011 pretax income was 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 $9 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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(9)
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2010 pretax income included the 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, approximately $3 million for severance costs relating to a workforce reduction, approximately $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.
|
(10)
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2014 income from discontinued operations, net of income tax, included a
$223 million
pretax gain on the sale of Private Brands.
|
(11)
|
2011 basic and diluted shares outstanding include the full-year impact of shares issued in connection with the Merger.
|
(12)
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2010 includes a special dividend of $3.75 per share in connection with the Merger.
|
(13)
|
2014 total assets increased from 2013 primarily due to the acquisition of Baptista's and Late July, partially offset by the sale of Private Brands.
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(14)
|
2012 total assets, long-term debt and total debt increased from 2011 primarily because of the acquisition of Snack Factory.
|
•
|
On June 13, 2014, we completed the acquisition of Baptista’s for approximately $204 million. Baptista's is an industry leader in the development, innovation and manufacturing of highly-differentiated snack foods, including organic, non-GMO, all natural and gluten-free products. By acquiring the sole manufacturer of our fast-growing Snack Factory
®
Pretzel Crisps
®
brand, we gained unique capabilities consistent with our own innovation plans that will complement our family of brands. This transaction benefits our Company through increased gross margin on our Snack Factory
®
Pretzel Crisps
®
products as well as through incremental product development and innovation while leveraging our marketing and product distribution capabilities. We have several new, innovative products in our Core brands that will be introduced in early 2015 that have been made possible through this acquisition.
|
•
|
At the beginning of the third quarter of 2014, we completed the carve-out and sale of Private Brands for approximately
$430 million
, which included the sale of two of our United States subsidiaries as well as certain assets of our Canadian subsidiary, to Shearer's Foods, LLC. The 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. This divestiture allowed us to place additional focus on our Branded product portfolio and generated cash flows that were more than sufficient to fund the Baptista's and Late July acquisitions.
|
•
|
Early in the fourth quarter of 2014, we made an additional investment in Late July of approximately
$59.5 million
which increased our total ownership interest from 18.7% to
80.0%
. Late July is a leader in organic and non-GMO baked and salty snacks and has the number one organic and non-GMO tortilla chip in the market today. The investment supports our goal of having a stronger presence in healthier snacks.
|
•
|
In February of 2015, we introduced the Clearview Foods
™
division. This division reinforces our desire to promote growth in "better for you" snacking options. Our Snack Factory
®
Pretzel Crisps
®
, Late July
®
Organic Snacks and EatSmart
™
brands will be included in the Clearview Foods
™
division. These brands will be supported by our strong distribution network and research and development capabilities, particularly those recently obtained through our acquisition of Baptista's.
|
•
|
We expect to introduce approximately 45 new products in 2015 as our focus on research and development and innovation continues. These new products include Snyder’s of Hanover
®
Bowties and Poppers
™
, Lance
®
Quick Starts
™
, Cape Cod
®
Dipping Shells, Snack Factory
®
Pretzel Crisps
®
gluten-free minis and Late July
®
Clásico tortilla chips along with a variety of new flavors in many existing product lines that are designed to attract both new and repeat customers.
|
•
|
We plan to continue to focus on cost savings opportunities in order to reduce overhead costs that remained after the sale of Private Brands and achieve higher margins and greater efficiency as a result of the Restructuring Plan and ongoing initiatives. The Restructuring Plan is expected to be completed by the third quarter of 2015, and we expect to see some improvement in our gross margin percentage as well as other operating costs in the second half of 2015.
|
•
|
We expect to continue to make investments in marketing and advertising, including television, digital campaigns and social media, to support our Core brands. We expect to increase our investment associated with marketing and advertising 12% to 15% when compared to 2014, with the majority of this investment projected to come in the first quarter of 2015.
|
•
|
We expect ingredient costs in 2015 to be reasonably consistent with 2014 and there are currently no significant planned price increases.
|
(in millions)
|
|
2014
|
|
2013
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Net revenue
|
|
$
|
1,620.9
|
|
|
100.0
|
%
|
|
$
|
1,504.3
|
|
|
100.0
|
%
|
|
$
|
116.6
|
|
|
7.8
|
%
|
Cost of sales
|
|
1,042.4
|
|
|
64.3
|
%
|
|
963.0
|
|
|
64.0
|
%
|
|
(79.4
|
)
|
|
(8.2
|
)%
|
|||
Gross margin
|
|
578.5
|
|
|
35.7
|
%
|
|
541.3
|
|
|
36.0
|
%
|
|
37.2
|
|
|
6.9
|
%
|
|||
Selling, general and administrative
|
|
478.5
|
|
|
29.5
|
%
|
|
447.2
|
|
|
29.7
|
%
|
|
(31.3
|
)
|
|
(7.0
|
)%
|
|||
Impairment charges
|
|
13.0
|
|
|
0.8
|
%
|
|
1.9
|
|
|
0.1
|
%
|
|
(11.1
|
)
|
|
(584.2
|
)%
|
|||
Gain on sale of route businesses, net
|
|
(1.1
|
)
|
|
(0.1
|
)%
|
|
(2.6
|
)
|
|
(0.2
|
)%
|
|
(1.5
|
)
|
|
(57.7
|
)%
|
|||
Gain on the revaluation of prior equity investment
|
|
(16.6
|
)
|
|
(1.0
|
)%
|
|
—
|
|
|
—
|
%
|
|
16.6
|
|
|
—
|
%
|
|||
Other income, net
|
|
(0.2
|
)
|
|
—
|
%
|
|
(7.5
|
)
|
|
(0.4
|
)%
|
|
(7.3
|
)
|
|
(97.3
|
)%
|
|||
Income before interest and income taxes
|
|
104.9
|
|
|
6.5
|
%
|
|
102.3
|
|
|
6.8
|
%
|
|
2.6
|
|
|
2.5
|
%
|
|||
Interest expense, net
|
|
13.4
|
|
|
0.8
|
%
|
|
14.4
|
|
|
1.0
|
%
|
|
1.0
|
|
|
6.9
|
%
|
|||
Income tax expense
|
|
32.3
|
|
|
2.0
|
%
|
|
32.3
|
|
|
2.1
|
%
|
|
—
|
|
|
—
|
%
|
|||
Income from continuing operations
|
|
59.2
|
|
|
3.7
|
%
|
|
55.6
|
|
|
3.7
|
%
|
|
3.6
|
|
|
6.5
|
%
|
|||
Income from discontinued operations,
net of income tax
|
|
133.3
|
|
|
8.2
|
%
|
|
23.5
|
|
|
1.6
|
%
|
|
109.8
|
|
|
467.2
|
%
|
|||
Net income
|
|
$
|
192.5
|
|
|
11.9
|
%
|
|
$
|
79.1
|
|
|
5.3
|
%
|
|
$
|
113.4
|
|
|
143.4
|
%
|
(in millions)
|
|
2014
|
|
2013
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Branded
|
|
$
|
1,109.3
|
|
|
68.4
|
%
|
|
$
|
1,071.4
|
|
|
71.2
|
%
|
|
$
|
37.9
|
|
|
3.5
|
%
|
Partner brand
|
|
348.1
|
|
|
21.5
|
%
|
|
308.4
|
|
|
20.5
|
%
|
|
39.7
|
|
|
12.9
|
%
|
|||
Other
|
|
163.5
|
|
|
10.1
|
%
|
|
124.5
|
|
|
8.3
|
%
|
|
39.0
|
|
|
31.3
|
%
|
|||
Net revenue
|
|
$
|
1,620.9
|
|
|
100.0
|
%
|
|
$
|
1,504.3
|
|
|
100.0
|
%
|
|
$
|
116.6
|
|
|
7.8
|
%
|
(in millions)
|
|
2014 Net Revenue
|
|
Acquisitions
|
|
Estimated 53rd week
|
|
2014 Adjusted Net Revenue
(1)
|
|
2013 Net Revenue
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Branded
|
|
$
|
1,109.3
|
|
|
$
|
3.9
|
|
|
$
|
20.6
|
|
|
$
|
1,084.8
|
|
|
$
|
1,071.4
|
|
|
$
|
13.4
|
|
|
1.3
|
%
|
Partner brand
|
|
348.1
|
|
|
—
|
|
|
6.5
|
|
|
341.6
|
|
|
308.4
|
|
|
33.2
|
|
|
10.8
|
%
|
||||||
Other
|
|
163.5
|
|
|
40.5
|
|
|
3.3
|
|
|
119.7
|
|
|
124.5
|
|
|
(4.8
|
)
|
|
(3.9
|
)%
|
||||||
Net revenue
|
|
$
|
1,620.9
|
|
|
$
|
44.4
|
|
|
$
|
30.4
|
|
|
$
|
1,546.1
|
|
|
$
|
1,504.3
|
|
|
$
|
41.8
|
|
|
2.8
|
%
|
(1)
|
The non-GAAP measures and related comparisons in the table above should be considered in addition to, not as a substitute for, our net revenue disclosure, as well as other measures of financial performance reported in accordance with GAAP, and may not be comparable to similarly titled measures used by other companies. Our management believes the presentation
|
(in millions)
|
|
2013
|
|
2012
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Net revenue
|
|
$
|
1,504.3
|
|
|
100.0
|
%
|
|
$
|
1,362.9
|
|
|
100.0
|
%
|
|
$
|
141.4
|
|
|
10.4
|
%
|
Cost of sales
|
|
963.0
|
|
|
64.0
|
%
|
|
872.3
|
|
|
64.0
|
%
|
|
(90.7
|
)
|
|
(10.4
|
)%
|
|||
Gross margin
|
|
541.3
|
|
|
36.0
|
%
|
|
490.6
|
|
|
36.0
|
%
|
|
50.7
|
|
|
10.3
|
%
|
|||
Selling, general and administrative
|
|
447.2
|
|
|
29.7
|
%
|
|
415.6
|
|
|
30.5
|
%
|
|
(31.6
|
)
|
|
(7.6
|
)%
|
|||
Impairment charges
|
|
1.9
|
|
|
0.1
|
%
|
|
9.4
|
|
|
0.7
|
%
|
|
7.5
|
|
|
79.8
|
%
|
|||
Gain on sale of route businesses, net
|
|
(2.6
|
)
|
|
(0.2
|
)%
|
|
(22.3
|
)
|
|
(1.6
|
)%
|
|
(19.7
|
)
|
|
(88.3
|
)%
|
|||
Other income, net
|
|
(7.5
|
)
|
|
(0.4
|
)%
|
|
(1.0
|
)
|
|
(0.1
|
)%
|
|
6.5
|
|
|
650.0
|
%
|
|||
Income before interest and income taxes
|
|
102.3
|
|
|
6.8
|
%
|
|
88.9
|
|
|
6.5
|
%
|
|
13.4
|
|
|
15.1
|
%
|
|||
Interest expense, net
|
|
14.4
|
|
|
1.0
|
%
|
|
9.5
|
|
|
0.7
|
%
|
|
(4.9
|
)
|
|
(51.6
|
)%
|
|||
Income tax expense
|
|
32.3
|
|
|
2.1
|
%
|
|
33.9
|
|
|
2.5
|
%
|
|
1.6
|
|
|
4.7
|
%
|
|||
Income from continuing operations
|
|
55.6
|
|
|
3.7
|
%
|
|
45.5
|
|
|
3.3
|
%
|
|
10.1
|
|
|
22.2
|
%
|
|||
Income from discontinued operations,
net of income tax
|
|
23.5
|
|
|
1.6
|
%
|
|
14.0
|
|
|
1.1
|
%
|
|
9.5
|
|
|
67.9
|
%
|
|||
Net income
|
|
$
|
79.1
|
|
|
5.3
|
%
|
|
$
|
59.5
|
|
|
4.4
|
%
|
|
$
|
19.6
|
|
|
32.9
|
%
|
(in millions)
|
|
2013
|
|
2012
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||
Branded
|
|
$
|
1,071.4
|
|
|
71.2
|
%
|
|
$
|
955.5
|
|
|
70.1
|
%
|
|
$
|
115.9
|
|
|
12.1
|
%
|
Partner brand
|
|
308.4
|
|
|
20.5
|
%
|
|
283.1
|
|
|
20.8
|
%
|
|
25.3
|
|
|
8.9
|
%
|
|||
Other
|
|
124.5
|
|
|
8.3
|
%
|
|
124.3
|
|
|
9.1
|
%
|
|
0.2
|
|
|
0.2
|
%
|
|||
Net revenue
|
|
$
|
1,504.3
|
|
|
100.0
|
%
|
|
$
|
1,362.9
|
|
|
100.0
|
%
|
|
$
|
141.4
|
|
|
10.4
|
%
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by/(used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
13,025
|
|
|
$
|
140,736
|
|
|
$
|
92,768
|
|
Investing activities
|
|
99,035
|
|
|
(64,911
|
)
|
|
(348,344
|
)
|
|||
Financing activities
|
|
(90,767
|
)
|
|
(71,021
|
)
|
|
243,848
|
|
|||
Effect of exchange rate changes on cash
|
|
—
|
|
|
$
|
—
|
|
|
163
|
|
||
Net increase/(decrease) in cash and cash equivalents
|
|
$
|
21,293
|
|
|
$
|
4,804
|
|
|
$
|
(11,565
|
)
|
•
|
a $375 million five-year revolving credit facility;
|
•
|
a $150 million five-year term loan; and
|
•
|
a $150 million ten-year term loan.
|
(in thousands)
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||||
Purchase commitments
|
|
$
|
105,213
|
|
|
$
|
105,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt, including interest payable
(1)
|
|
485,791
|
|
|
18,217
|
|
|
133,032
|
|
|
187,448
|
|
|
147,094
|
|
|||||
Operating lease obligations
|
|
74,471
|
|
|
16,557
|
|
|
21,420
|
|
|
9,797
|
|
|
26,697
|
|
|||||
Unrecognized tax benefits
(2)
|
|
5,144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
(3)
|
|
26,225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
696,844
|
|
|
$
|
139,987
|
|
|
$
|
154,452
|
|
|
$
|
197,245
|
|
|
$
|
173,791
|
|
(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
January 3, 2015
were
$18.1 million
in accrued insurance liabilities,
$5.0 million
in accrued incentives, and
$3.2 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)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenue
|
|
$
|
1,620,920
|
|
|
$
|
1,504,332
|
|
|
$
|
1,362,911
|
|
Cost of sales
|
|
1,042,458
|
|
|
963,073
|
|
|
872,316
|
|
|||
Gross margin
|
|
578,462
|
|
|
541,259
|
|
|
490,595
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
478,532
|
|
|
447,170
|
|
|
415,610
|
|
|||
Impairment charges
|
|
13,047
|
|
|
1,900
|
|
|
9,416
|
|
|||
Gain on sale of route businesses, net
|
|
(1,109
|
)
|
|
(2,590
|
)
|
|
(22,335
|
)
|
|||
Gain on the revaluation of prior equity investment
|
|
(16,608
|
)
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
(250
|
)
|
|
(7,529
|
)
|
|
(991
|
)
|
|||
Income before interest and income taxes
|
|
104,850
|
|
|
102,308
|
|
|
88,895
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
13,342
|
|
|
14,408
|
|
|
9,487
|
|
|||
Income before income taxes
|
|
91,508
|
|
|
87,900
|
|
|
79,408
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
32,291
|
|
|
32,297
|
|
|
33,919
|
|
|||
Income from continuing operations
|
|
59,217
|
|
|
55,603
|
|
|
45,489
|
|
|||
Income from discontinued operations, net of income tax (Note 3)
|
|
133,316
|
|
|
23,481
|
|
|
14,021
|
|
|||
Net income
|
|
192,533
|
|
|
79,084
|
|
|
59,510
|
|
|||
Net (loss)/income attributable to noncontrolling interests
|
|
(58
|
)
|
|
364
|
|
|
425
|
|
|||
Net income attributable to Snyder’s-Lance, Inc.
|
|
$
|
192,591
|
|
|
$
|
78,720
|
|
|
$
|
59,085
|
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Snyder's-Lance, Inc.:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
59,275
|
|
|
$
|
55,239
|
|
|
$
|
45,064
|
|
Discontinued operations
|
|
133,316
|
|
|
23,481
|
|
|
14,021
|
|
|||
Net income attributable to Snyder's-Lance, Inc.
|
|
$
|
192,591
|
|
|
$
|
78,720
|
|
|
$
|
59,085
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.84
|
|
|
$
|
0.80
|
|
|
$
|
0.66
|
|
Discontinued operations
|
|
1.90
|
|
|
0.33
|
|
|
0.20
|
|
|||
Total basic earnings per share
|
|
$
|
2.74
|
|
|
$
|
1.13
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding – Basic
|
|
70,200
|
|
|
69,383
|
|
|
68,382
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.84
|
|
|
$
|
0.79
|
|
|
$
|
0.65
|
|
Discontinued operations
|
|
1.88
|
|
|
0.33
|
|
|
0.20
|
|
|||
Total diluted earnings per share
|
|
$
|
2.72
|
|
|
$
|
1.12
|
|
|
$
|
0.85
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding – Diluted
|
|
70,890
|
|
|
70,158
|
|
|
69,215
|
|
|||
|
|
|
|
|
|
|
||||||
Cash dividends declared per share
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$
|
192,533
|
|
|
$
|
79,084
|
|
|
$
|
59,510
|
|
|
|
|
|
|
|
|
||||||
Net unrealized gains/(losses) on derivative instruments, net of income tax
|
|
304
|
|
|
268
|
|
|
(372
|
)
|
|||
Foreign currency translation adjustment
|
|
(11,482
|
)
|
|
(5,215
|
)
|
|
1,771
|
|
|||
Total other comprehensive (loss)/income
|
|
(11,178
|
)
|
|
(4,947
|
)
|
|
1,399
|
|
|||
|
|
|
|
|
|
|
||||||
Total comprehensive income
|
|
181,355
|
|
|
74,137
|
|
|
60,909
|
|
|||
Comprehensive loss/(income) attributable to noncontrolling interests, net of income tax of $0, $261 and $263
|
|
58
|
|
|
(364
|
)
|
|
(425
|
)
|
|||
Total comprehensive income attributable to Snyder’s-Lance, Inc.
|
|
$
|
181,413
|
|
|
$
|
73,773
|
|
|
$
|
60,484
|
|
(in thousands, except share data)
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
35,373
|
|
|
$
|
14,080
|
|
Restricted cash
|
|
966
|
|
|
—
|
|
||
Accounts receivable, net of allowances of $1,778 and $1,535, respectively
|
|
126,093
|
|
|
121,599
|
|
||
Inventories
|
|
116,236
|
|
|
100,447
|
|
||
Prepaid income taxes
|
|
4,175
|
|
|
9,094
|
|
||
Deferred income taxes
|
|
13,189
|
|
|
15,391
|
|
||
Assets held for sale
|
|
11,007
|
|
|
15,314
|
|
||
Prepaid expenses and other current assets
|
|
22,112
|
|
|
22,925
|
|
||
Current assets of discontinued operations (Note 3)
|
|
—
|
|
|
37,416
|
|
||
Total current assets
|
|
329,151
|
|
|
336,266
|
|
||
|
|
|
|
|
||||
Noncurrent assets:
|
|
|
|
|
||||
Fixed assets, net
|
|
423,612
|
|
|
312,527
|
|
||
Goodwill
|
|
541,539
|
|
|
422,318
|
|
||
Other intangible assets, net
|
|
545,212
|
|
|
516,607
|
|
||
Other noncurrent assets
|
|
23,874
|
|
|
27,216
|
|
||
Noncurrent assets of discontinued operations (Note 3)
|
|
—
|
|
|
154,626
|
|
||
Total assets
|
|
$
|
1,863,388
|
|
|
$
|
1,769,560
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
8,561
|
|
|
$
|
17,291
|
|
Accounts payable
|
|
57,407
|
|
|
45,966
|
|
||
Accrued compensation
|
|
32,774
|
|
|
27,530
|
|
||
Accrued casualty insurance claims
|
|
4,320
|
|
|
6,262
|
|
||
Accrued selling and promotional costs
|
|
13,141
|
|
|
12,636
|
|
||
Other payables and accrued liabilities
|
|
24,723
|
|
|
22,016
|
|
||
Current liabilities of discontinued operations (Note 3)
|
|
—
|
|
|
14,503
|
|
||
Total current liabilities
|
|
140,926
|
|
|
146,204
|
|
||
|
|
|
|
|
||||
Noncurrent liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
438,376
|
|
|
480,082
|
|
||
Deferred income taxes
|
|
168,593
|
|
|
190,393
|
|
||
Accrued casualty insurance claims
|
|
13,755
|
|
|
10,533
|
|
||
Other noncurrent liabilities
|
|
15,030
|
|
|
24,143
|
|
||
Noncurrent liabilities of discontinued operations (Note3)
|
|
—
|
|
|
305
|
|
||
Total liabilities
|
|
776,680
|
|
|
851,660
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.83 1/3 par value. 110,000,000 shares authorized; 70,406,086 and 69,891,890 shares outstanding, respectively
|
|
58,669
|
|
|
58,241
|
|
||
Preferred stock, $1.00 par value. Authorized 5,000,000 shares; no shares outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
776,930
|
|
|
765,172
|
|
||
Retained earnings
|
|
232,812
|
|
|
85,146
|
|
||
Accumulated other comprehensive (loss)/income
|
|
(1,007
|
)
|
|
10,171
|
|
||
Total Snyder’s-Lance, Inc. stockholders’ equity
|
|
1,067,404
|
|
|
918,730
|
|
||
Noncontrolling interests
|
|
19,304
|
|
|
(830
|
)
|
||
Total stockholders’ equity
|
|
1,086,708
|
|
|
917,900
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,863,388
|
|
|
$
|
1,769,560
|
|
(in thousands, except share and per share data)
|
|
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Non-controlling
Interests
|
|
Total
|
|||||||||||||
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
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
192,591
|
|
|
(11,178
|
)
|
|
(58
|
)
|
|
181,355
|
|
|||||||||
Acquisition of remaining interest in Patriot Snacks Real Estate, LLC
|
|
|
|
|
|
(937
|
)
|
|
|
|
|
|
787
|
|
|
(150
|
)
|
||||||||||
Tax effect of transaction with noncontrolling interests
|
|
|
|
|
|
198
|
|
|
|
|
|
|
|
|
198
|
|
|||||||||||
Establish noncontrolling interest in Late July
|
|
|
|
|
|
|
|
|
|
|
|
19,405
|
|
|
19,405
|
|
|||||||||||
Dividends paid to stockholders ($0.64 per share)
|
|
|
|
|
|
|
|
(44,925
|
)
|
|
|
|
|
|
(44,925
|
)
|
|||||||||||
Amortization of non-qualified stock options
|
|
|
|
|
|
2,906
|
|
|
|
|
|
|
|
|
2,906
|
|
|||||||||||
Stock options exercised, including $1,051 tax benefit
|
|
428,285
|
|
|
357
|
|
|
7,510
|
|
|
|
|
|
|
|
|
7,867
|
|
|||||||||
Issuance and amortization of restricted stock, net of cancellations
|
|
132,472
|
|
|
110
|
|
|
3,373
|
|
|
|
|
|
|
|
|
3,483
|
|
|||||||||
Repurchases of common stock
|
|
(46,561
|
)
|
|
(39
|
)
|
|
(1,292
|
)
|
|
|
|
|
|
|
|
(1,331
|
)
|
|||||||||
Balance, January 3, 2015
|
|
70,406,086
|
|
|
$
|
58,669
|
|
|
$
|
776,930
|
|
|
$
|
232,812
|
|
|
$
|
(1,007
|
)
|
|
$
|
19,304
|
|
|
$
|
1,086,708
|
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
192,533
|
|
|
$
|
79,084
|
|
|
$
|
59,510
|
|
Adjustments to reconcile net income to cash from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
65,164
|
|
|
59,631
|
|
|
53,764
|
|
|||
Stock-based compensation expense
|
|
6,529
|
|
|
5,944
|
|
|
4,693
|
|
|||
Loss/(gain) on sale of fixed assets, net
|
|
1,304
|
|
|
(2,640
|
)
|
|
597
|
|
|||
Gain on sale of Private Brands, excluding transaction costs
|
|
(229,322
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on the purchase of additional interest in Late July
|
|
(16,608
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of route businesses, net
|
|
(1,109
|
)
|
|
(2,590
|
)
|
|
(22,335
|
)
|
|||
Impairment charges
|
|
13,047
|
|
|
1,900
|
|
|
11,862
|
|
|||
Deferred income taxes
|
|
(19,499
|
)
|
|
10,360
|
|
|
(15,279
|
)
|
|||
Provision for doubtful accounts
|
|
1,600
|
|
|
1,828
|
|
|
1,479
|
|
|||
Changes in operating assets and liabilities, excluding business acquisitions and disposals:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
1,368
|
|
|
(5,266
|
)
|
|
9,869
|
|
|||
Inventory
|
|
(7,131
|
)
|
|
4,461
|
|
|
(2,598
|
)
|
|||
Other current assets
|
|
5,972
|
|
|
(3,083
|
)
|
|
19,496
|
|
|||
Accounts payable
|
|
3,135
|
|
|
1,893
|
|
|
(5,393
|
)
|
|||
Other accrued liabilities
|
|
(149
|
)
|
|
(6,960
|
)
|
|
(18,539
|
)
|
|||
Other noncurrent assets
|
|
3,741
|
|
|
1,830
|
|
|
(103
|
)
|
|||
Other noncurrent liabilities
|
|
(7,550
|
)
|
|
(5,656
|
)
|
|
(4,255
|
)
|
|||
Net cash provided by operating activities
|
|
13,025
|
|
|
140,736
|
|
|
92,768
|
|
|||
|
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
|
||||||
Purchases of fixed assets
|
|
(72,056
|
)
|
|
(74,579
|
)
|
|
(80,304
|
)
|
|||
Purchases of route businesses
|
|
(21,359
|
)
|
|
(29,692
|
)
|
|
(28,523
|
)
|
|||
Proceeds from sale of fixed assets
|
|
2,122
|
|
|
9,448
|
|
|
9,324
|
|
|||
Proceeds from sale of route businesses
|
|
22,400
|
|
|
30,745
|
|
|
93,896
|
|
|||
Proceeds from sale of investments
|
|
—
|
|
|
2,298
|
|
|
1,444
|
|
|||
Proceeds from sale of Private Brands
|
|
430,017
|
|
|
—
|
|
|
—
|
|
|||
Business acquisitions, net of cash acquired
|
|
(262,323
|
)
|
|
(3,131
|
)
|
|
(344,181
|
)
|
|||
Changes in restricted cash
|
|
234
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by/(used in) investing activities
|
|
99,035
|
|
|
(64,911
|
)
|
|
(348,344
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
||||||
Dividends paid to stockholders and noncontrolling interests
|
|
(44,925
|
)
|
|
(44,892
|
)
|
|
(44,011
|
)
|
|||
Acquisition of remaining interest in Patriot Snacks Real Estate, LLC
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
|
(1,854
|
)
|
|
—
|
|
|
(2,028
|
)
|
|||
Issuances of common stock
|
|
6,816
|
|
|
9,776
|
|
|
9,710
|
|
|||
Excess tax benefits from stock-based compensation
|
|
1,051
|
|
|
1,500
|
|
|
2,618
|
|
|||
Repurchases of common stock
|
|
(1,331
|
)
|
|
(770
|
)
|
|
(335
|
)
|
|||
Repayments of long-term debt
|
|
(15,374
|
)
|
|
(20,508
|
)
|
|
(2,476
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
325,211
|
|
|||
Net repayments of existing credit facilities
|
|
(35,000
|
)
|
|
(16,127
|
)
|
|
(44,841
|
)
|
|||
Net cash (used in)/provided by financing activities
|
|
(90,767
|
)
|
|
(71,021
|
)
|
|
243,848
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
163
|
|
|||
Increase/(decrease) in cash and cash equivalents
|
|
21,293
|
|
|
4,804
|
|
|
(11,565
|
)
|
|||
Cash and cash equivalents at beginning of fiscal year
|
|
14,080
|
|
|
9,276
|
|
|
20,841
|
|
|||
Cash and cash equivalents at end of fiscal year
|
|
$
|
35,373
|
|
|
$
|
14,080
|
|
|
$
|
9,276
|
|
|
|
|
|
|
|
|
||||||
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Acquisition of remaining interest in Michaud Distributors
|
|
$
|
—
|
|
|
$
|
10,150
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Supplemental information:
|
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds of $381, $151, and $12,591, respectively
|
|
$
|
160,906
|
|
|
$
|
39,313
|
|
|
$
|
33,554
|
|
Cash paid for interest
|
|
$
|
13,798
|
|
|
$
|
15,131
|
|
|
$
|
10,533
|
|
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.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Assumptions used in Black-Scholes pricing model:
|
|
|
|
|
|
||||||
Expected dividend yield
|
2.40
|
%
|
|
2.50
|
%
|
|
2.86
|
%
|
|||
Risk-free interest rate
|
1.89
|
%
|
|
1.12
|
%
|
|
1.13
|
%
|
|||
Weighted average expected life
|
6.0 years
|
|
|
6.0 years
|
|
|
6.0 years
|
|
|||
Expected volatility
|
31.22
|
%
|
|
32.59
|
%
|
|
30.59
|
%
|
|||
Weighted average fair value per share of options granted
|
$
|
6.63
|
|
|
$
|
6.22
|
|
|
$
|
4.83
|
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenue
|
|
$
|
124,256
|
|
|
$
|
256,717
|
|
|
$
|
255,723
|
|
Cost of sales
|
|
94,396
|
|
|
199,961
|
|
|
207,461
|
|
|||
Gross margin
|
|
29,860
|
|
|
56,756
|
|
|
48,262
|
|
|||
Selling, general and administrative
|
|
11,886
|
|
|
23,391
|
|
|
24,987
|
|
|||
Impairment charges
|
|
—
|
|
|
—
|
|
|
2,446
|
|
|||
Gain on sale of Private Brands
|
|
(222,963
|
)
|
|
—
|
|
|
—
|
|
|||
Other expense/(income), net
|
|
205
|
|
|
(3,294
|
)
|
|
584
|
|
|||
Income from Discontinued operations before income taxes
|
|
$
|
240,732
|
|
|
$
|
36,659
|
|
|
$
|
20,245
|
|
Income tax expense
|
|
107,416
|
|
|
13,178
|
|
|
6,224
|
|
|||
Income from Discontinued operations, net of income tax
|
|
$
|
133,316
|
|
|
$
|
23,481
|
|
|
$
|
14,021
|
|
(in thousands)
|
|
Total
|
||
Cash proceeds
|
|
$
|
430,017
|
|
|
|
|
||
Less carrying value of net assets transferred:
|
|
|
||
Transaction related expenses
|
|
6,359
|
|
|
Total current assets
|
|
40,219
|
|
|
Fixed assets, net
|
|
39,123
|
|
|
Goodwill
(1)
|
|
141,404
|
|
|
Other intangible assets, net
|
|
2,938
|
|
|
Total liabilities
|
|
(11,883
|
)
|
|
Derecognition of cumulative translation adjustment
(2)
|
|
(11,106
|
)
|
|
Gain on sale of Private Brands
|
|
$
|
222,963
|
|
(1)
|
The component of goodwill included in the carrying amount of net assets transferred was based on the fair value of Private Brands relative to the fair value of the remaining business in accordance with FASB ASC 350,
Intangibles - Goodwill and Other.
|
(2)
|
The majority of our cumulative translation adjustment was derecognized as a result of the sale of Private Brands due to the sale of substantially all of the assets and liabilities of our Canadian subsidiary. We have no remaining operations in Canada, but continue to have certain assets and liabilities. We plan to fully liquidate the legal entity in 2015.
|
(in thousands)
|
|
2013
|
||
Accounts receivable, net
|
|
$
|
23,389
|
|
Inventories
|
|
13,303
|
|
|
Prepaid expenses and other current assets
|
|
724
|
|
|
Total current assets of discontinued operations
|
|
37,416
|
|
|
Fixed assets, net
|
|
36,729
|
|
|
Goodwill
|
|
114,823
|
|
|
Other intangible assets, net
|
|
3,062
|
|
|
Other noncurrent assets
|
|
12
|
|
|
Total noncurrent assets of discontinued operations
|
|
154,626
|
|
|
Total assets of discontinued operations
|
|
$
|
192,042
|
|
|
|
|
||
Accounts payable
|
|
$
|
8,544
|
|
Accrued compensation
|
|
2,262
|
|
|
Accrued selling and promotional costs
|
|
621
|
|
|
Other payables and accrued liabilities
|
|
3,076
|
|
|
Total current liabilities of discontinued operations
|
|
14,503
|
|
|
Other noncurrent liabilities
|
|
305
|
|
|
Total noncurrent liabilities of discontinued operations
|
|
305
|
|
|
Total liabilities of discontinued operations
|
|
$
|
14,808
|
|
(in thousands)
|
|
Preliminary Purchase Price Allocation
|
||
Cash and cash equivalents
|
|
$
|
698
|
|
Restricted Cash
|
|
1,200
|
|
|
Accounts receivable
|
|
1,719
|
|
|
Inventories
|
|
1,596
|
|
|
Prepaid expenses and other current assets
|
|
104
|
|
|
Fixed assets
|
|
127
|
|
|
Goodwill
|
|
56,604
|
|
|
Other intangible assets
|
|
41,100
|
|
|
Other non-current assets
|
|
295
|
|
|
Total assets acquired
|
|
$
|
103,443
|
|
|
|
|
||
Accounts payable
|
|
2,097
|
|
|
Other non-current liabilities
|
|
475
|
|
|
Total liabilities assumed
|
|
$
|
2,572
|
|
|
|
|
||
Net assets acquired at 100.0%
|
|
$
|
100,871
|
|
|
|
|
||
Less: Noncontrolling interest
|
|
19,405
|
|
|
Less: Value of prior equity investment
|
|
18,101
|
|
|
|
|
|
||
Net assets acquired
|
|
$
|
63,365
|
|
(in thousands)
|
|
Gain Calculation
|
||
Fair value of 18.7% ownership in Late July
|
|
$
|
18,101
|
|
Balance of prior equity investment in Late July
|
|
1,493
|
|
|
Gain on the revaluation of prior equity investment
|
|
$
|
16,608
|
|
(in thousands)
|
|
Preliminary Purchase Price Allocation
|
||
Cash and cash equivalents
|
|
$
|
2,028
|
|
Accounts receivable
|
|
5,717
|
|
|
Inventories
|
|
9,222
|
|
|
Prepaid expenses and other current assets
|
|
318
|
|
|
Fixed assets
|
|
103,141
|
|
|
Goodwill
|
|
88,320
|
|
|
Other intangible assets
|
|
3,900
|
|
|
Total assets acquired
|
|
$
|
212,646
|
|
|
|
|
||
Current portion of long-term debt
|
|
$
|
333
|
|
Accounts payable
|
|
7,517
|
|
|
Accrued compensation
|
|
1,227
|
|
|
Other payables and accrued liabilities
|
|
1,217
|
|
|
Long-term debt
|
|
667
|
|
|
Total liabilities assumed
|
|
$
|
10,961
|
|
|
|
|
||
Net assets acquired
|
|
$
|
201,685
|
|
(in thousands)
|
|
Purchase Price Allocation
|
||
Cash and cash equivalents
|
|
$
|
1,184
|
|
Accounts receivable
|
|
9,803
|
|
|
Inventories
|
|
9,374
|
|
|
Prepaid expenses and other current assets
|
|
217
|
|
|
Fixed assets
|
|
28
|
|
|
Goodwill
|
|
171,334
|
|
|
Other intangible assets
|
|
163,200
|
|
|
Total assets acquired
|
|
$
|
355,140
|
|
|
|
|
||
Accounts payable
|
|
$
|
5,188
|
|
Other current liabilities
|
|
1,882
|
|
|
Deferred income tax liability
|
|
4,686
|
|
|
Total liabilities assumed
|
|
$
|
11,756
|
|
|
|
|
||
Net assets acquired
|
|
$
|
343,384
|
|
(in thousands, except per share data)
|
|
2012
|
|
2011
|
||||
Net revenue
|
|
$
|
1,446,232
|
|
|
$
|
1,432,015
|
|
Income before interest and income taxes
|
|
97,512
|
|
|
46,328
|
|
||
Income from continuing operations
|
|
47,885
|
|
|
18,168
|
|
||
Weighted average diluted shares
|
|
69,215
|
|
|
68,478
|
|
||
Diluted earnings per share from continuing operations
|
|
$
|
0.69
|
|
|
$
|
0.26
|
|
(in thousands)
|
|
Amount
|
||
Balance as of June 28, 2014
|
|
$
|
3,059
|
|
Additional expense incurred
|
|
452
|
|
|
Payments made
|
|
(1,740
|
)
|
|
Balance as of January 3, 2015
|
|
$
|
1,771
|
|
|
|
Number of shares
|
|
Outstanding Weighted Average Exercise Price
|
|
Weighted average contractual term
(in years)
|
|
Aggregate intrinsic value
(in millions)
|
|||||
Outstanding at December 31, 2011
|
|
3,375,457
|
|
|
$
|
12.58
|
|
|
6.9
|
|
$
|
33.5
|
|
Granted
|
|
534,994
|
|
|
22.41
|
|
|
|
|
|
|||
Exercised
|
|
(904,751
|
)
|
|
10.69
|
|
|
|
|
|
|||
Expired/forfeited
|
|
(63,053
|
)
|
|
19.57
|
|
|
|
|
|
|||
Outstanding at December 29, 2012
|
|
2,942,647
|
|
|
$
|
14.80
|
|
|
7.0
|
|
$
|
26.1
|
|
Granted
|
|
442,493
|
|
|
25.61
|
|
|
|
|
|
|||
Exercised
|
|
(601,672
|
)
|
|
16.27
|
|
|
|
|
|
|||
Expired/forfeited
|
|
(159,580
|
)
|
|
19.85
|
|
|
|
|
|
|||
Outstanding at December 28, 2013
|
|
2,623,888
|
|
|
$
|
15.98
|
|
|
7.4
|
|
$
|
33.8
|
|
Granted
|
|
418,272
|
|
|
26.66
|
|
|
|
|
|
|||
Exercised
|
|
(428,285
|
)
|
|
15.91
|
|
|
|
|
|
|||
Expired/forfeited
|
|
(127,593
|
)
|
|
24.91
|
|
|
|
|
|
|||
Outstanding at January 3, 2015
|
|
2,486,282
|
|
|
$
|
17.33
|
|
|
6.9
|
|
$
|
31.4
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 29, 2012
|
|
1,496,237
|
|
|
$
|
11.29
|
|
|
5.3
|
|
$
|
18.5
|
|
Exercisable at December 28, 2013
|
|
1,244,741
|
|
|
$
|
11.40
|
|
|
6.6
|
|
$
|
21.7
|
|
Exercisable at January 3, 2015
|
|
1,384,435
|
|
|
$
|
14.12
|
|
|
6.1
|
|
$
|
21.9
|
|
|
Restricted Stock
Awards Outstanding
|
|
Weighted Average Grant Date
Fair Value
|
|||
Balance at December 31, 2011
|
152,402
|
|
|
$
|
17.44
|
|
Granted
|
123,867
|
|
|
22.41
|
|
|
Exercised/vested
|
(42,685
|
)
|
|
17.39
|
|
|
Expired/forfeited
|
(10,576
|
)
|
|
19.64
|
|
|
Balance at December 29, 2012
|
223,008
|
|
|
$
|
20.11
|
|
Granted
|
115,737
|
|
|
25.56
|
|
|
Exercised/vested
|
(90,695
|
)
|
|
20.01
|
|
|
Expired/forfeited
|
(10,702
|
)
|
|
20.06
|
|
|
Balance at December 28, 2013
|
237,348
|
|
|
$
|
22.72
|
|
Granted
|
116,823
|
|
|
26.77
|
|
|
Exercised/vested
|
(145,845
|
)
|
|
21.55
|
|
|
Expired/forfeited
|
(26,559
|
)
|
|
25.34
|
|
|
Balance at January 3, 2015
|
181,767
|
|
|
$
|
25.87
|
|
(in thousands)
|
|
2014
|
|
2013
|
||||
Finished goods
|
|
$
|
69,013
|
|
|
$
|
64,616
|
|
Raw materials
|
|
16,853
|
|
|
12,532
|
|
||
Maintenance parts, packaging and supplies
|
|
30,370
|
|
|
23,299
|
|
||
Total inventories
|
|
$
|
116,236
|
|
|
$
|
100,447
|
|
(in thousands)
|
|
2014
|
|
2013
|
||||
Land and land improvements
|
|
$
|
27,816
|
|
|
$
|
25,544
|
|
Buildings and building improvements
|
|
150,339
|
|
|
129,427
|
|
||
Machinery, equipment and computer systems
|
|
483,637
|
|
|
361,481
|
|
||
Trucks, trailers and automobiles
|
|
33,364
|
|
|
30,629
|
|
||
Furniture and fixtures
|
|
13,153
|
|
|
11,971
|
|
||
Construction in progress
|
|
11,848
|
|
|
21,745
|
|
||
|
|
$
|
720,157
|
|
|
$
|
580,797
|
|
Accumulated depreciation
|
|
(296,354
|
)
|
|
(265,342
|
)
|
||
|
|
423,803
|
|
|
315,455
|
|
||
Fixed assets held for sale
|
|
(191
|
)
|
|
(2,928
|
)
|
||
Fixed assets, net
|
|
$
|
423,612
|
|
|
$
|
312,527
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 29, 2012
|
|
$
|
425,566
|
|
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 allocated to assets held for sale
|
|
(1,778
|
)
|
|
Change in foreign currency exchange rate
|
|
(2,945
|
)
|
|
Balance as of December 28, 2013
|
|
$
|
422,318
|
|
Business acquisitions
|
|
144,924
|
|
|
Change in goodwill attributable to discontinued operations
(1)
|
|
(26,581
|
)
|
|
Goodwill acquired in the purchase of route businesses
|
|
5,866
|
|
|
Goodwill attributable to the sale of route businesses
|
|
(6,145
|
)
|
|
Change in goodwill allocated to assets held for sale
|
|
980
|
|
|
Change in foreign currency exchange rate
|
|
177
|
|
|
Balance as of January 3, 2015
|
|
$
|
541,539
|
|
(1)
|
Represents the difference between the amount of goodwill disposed of in the third quarter of 2014 and the amount of goodwill attributable to discontinued operations as of December 28, 2013. Refer to Note
3
for further discussion.
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
As of January 3, 2015:
|
|
|
|
|
|
|
||||||
Customer and contractual relationships – amortized
|
|
$
|
166,756
|
|
|
$
|
(26,151
|
)
|
|
$
|
140,605
|
|
Non-compete agreement – amortized
|
|
710
|
|
|
(173
|
)
|
|
537
|
|
|||
Reacquired rights – amortized
|
|
3,100
|
|
|
(1,327
|
)
|
|
1,773
|
|
|||
Patents – amortized
|
|
8,600
|
|
|
(1,744
|
)
|
|
6,856
|
|
|||
Developed technology – amortized
|
|
2,700
|
|
|
(100
|
)
|
|
2,600
|
|
|||
Routes – unamortized
|
|
16,880
|
|
|
—
|
|
|
16,880
|
|
|||
Trademarks – unamortized
|
|
375,961
|
|
|
—
|
|
|
375,961
|
|
|||
Balance as of January 3, 2015
|
|
$
|
574,707
|
|
|
$
|
(29,495
|
)
|
|
$
|
545,212
|
|
|
|
|
|
|
|
|
||||||
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 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
|
|
Purchases of route businesses, exclusive of goodwill acquired
|
|
15,492
|
|
|
Sales of route businesses
|
|
(15,146
|
)
|
|
Impairment charges
|
|
(3,708
|
)
|
|
Change in route businesses reclassified to assets held for sale
|
|
590
|
|
|
Balance as of January 3, 2015
|
|
$
|
16,880
|
|
(in thousands)
|
|
2014
|
|
2013
|
||||
Unsecured U.S. Dollar-denominated revolving credit facility due May 2019,
interest payable based on the 30-day Eurodollar rate, plus applicable margin of 0.795% (All-in rate of 0.96% as of January 3, 2015, including applicable margin) plus a facility fee of 0.08% |
|
$
|
50,000
|
|
|
$
|
85,000
|
|
Unsecured U.S. term loan due May 2019, interest payable based on the 30-day Eurodollar rate, plus an applicable margin of 0.875% (All-in rate of 1.044% as of January 3, 2015, including applicable margin)
|
|
144,375
|
|
|
—
|
|
||
Unsecured U.S. term loan due May 2024, interest payable based on the 30-day Eurodollar rate, plus an applicable margin of 1.25% (All-in rate of 1.419% as of January 3, 2015, including applicable margin)
|
|
150,000
|
|
|
—
|
|
||
Unsecured U.S. term loan due September 2016, interest payable based on the 30-day Eurodollar rate, plus an applicable margin of 1.50% (All-in rate of 1.66% as of December 28, 2013, including applicable margin)
|
|
—
|
|
|
308,750
|
|
||
$100 million private placement senior notes due June 2017, interest payable based on fixed rate of 5.72%, including a fair value adjustment of $2.6 million and $3.6 million, respectively
|
|
102,562
|
|
|
103,623
|
|
||
Total debt
|
|
446,937
|
|
|
497,373
|
|
||
Less current portion of long-term debt
|
|
(8,561
|
)
|
|
(17,291
|
)
|
||
Total long-term debt
|
|
$
|
438,376
|
|
|
$
|
480,082
|
|
(in thousands)
|
|
Amount
|
||
2015
|
|
$
|
7,500
|
|
2016
|
|
7,500
|
|
|
2017
|
|
107,500
|
|
|
2018
|
|
7,500
|
|
|
2019
|
|
171,875
|
|
|
Thereafter
|
|
142,500
|
|
|
Total long-term debt maturities
|
|
$
|
444,375
|
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
23,659
|
|
|
$
|
19,855
|
|
|
$
|
39,721
|
|
State and other
|
|
2,693
|
|
|
3,963
|
|
|
6,078
|
|
|||
Foreign
|
|
301
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
26,653
|
|
|
$
|
23,818
|
|
|
$
|
45,799
|
|
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
28
|
|
|
$
|
6,562
|
|
|
$
|
(11,290
|
)
|
State and other
|
|
5,610
|
|
|
1,917
|
|
|
(590
|
)
|
|||
|
|
$
|
5,638
|
|
|
$
|
8,479
|
|
|
$
|
(11,880
|
)
|
Income tax expense
|
|
$
|
32,291
|
|
|
$
|
32,297
|
|
|
$
|
33,919
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
5.9
|
%
|
|
4.2
|
%
|
|
4.6
|
%
|
Non-deductible goodwill on sale of route businesses
|
0.1
|
%
|
|
0.2
|
%
|
|
6.1
|
%
|
Deduction for inventory contributions
|
(0.3
|
)%
|
|
(0.1
|
)%
|
|
(0.2
|
)%
|
Meals and entertainment
|
0.4
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
IRC 199 deduction
|
(2.6
|
)%
|
|
(1.4
|
)%
|
|
(2.0
|
)%
|
Change in uncertain tax positions
|
(2.8
|
)%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Miscellaneous items, net
|
(0.4
|
)%
|
|
(1.6
|
)%
|
|
(1.5
|
)%
|
Effective income tax rate
|
35.3
|
%
|
|
36.7
|
%
|
|
42.7
|
%
|
(in thousands)
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Reserves for employee compensation, deductible when paid for income tax purposes, accrued for financial reporting purposes
|
|
$
|
20,803
|
|
|
$
|
19,388
|
|
Reserves for insurance claims, deductible when paid for income tax purposes, accrued for financial reporting purposes
|
|
4,834
|
|
|
3,565
|
|
||
Other reserves, deductible when paid for income tax purposes, accrued for financial reporting purposes
|
|
3,614
|
|
|
3,622
|
|
||
Unrealized losses, deductible when realized for income tax purposes, included in other comprehensive income
|
|
194
|
|
|
381
|
|
||
Basis difference in fixed rate debt
|
|
1,056
|
|
|
1,559
|
|
||
Basis difference in noncurrent investments
|
|
—
|
|
|
1,816
|
|
||
Inventories, principally due to additional costs capitalized for income tax purposes
|
|
3,948
|
|
|
2,069
|
|
||
Net state operating loss and tax credit carryforwards
|
|
2,345
|
|
|
2,900
|
|
||
Other
|
|
—
|
|
|
1,822
|
|
||
Total gross deferred tax assets
|
|
$
|
36,794
|
|
|
$
|
37,122
|
|
Less valuation allowance
|
|
(626
|
)
|
|
(469
|
)
|
||
Net deferred tax assets
|
|
$
|
36,168
|
|
|
$
|
36,653
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed assets, principally due to differences in depreciation, net of impairment reserves
|
|
$
|
(59,485
|
)
|
|
$
|
(63,072
|
)
|
Intangible assets, principally due to differences in amortization and acquisition basis differences
|
|
(117,141
|
)
|
|
(144,596
|
)
|
||
Employee Compensation, principally due to change in method of accounting
|
|
(3,900
|
)
|
|
—
|
|
||
Basis difference in noncurrent investments
|
|
(5,734
|
)
|
|
—
|
|
||
Prepaid expenses and other costs deductible for tax, amortized for financial reporting purposes
|
|
(5,312
|
)
|
|
(3,987
|
)
|
||
Total gross deferred tax liabilities
|
|
$
|
(191,572
|
)
|
|
$
|
(211,655
|
)
|
|
|
|
|
|
||||
Deferred income taxes, net
|
|
$
|
(155,404
|
)
|
|
$
|
(175,002
|
)
|
Jurisdiction
|
|
Open Years
|
U.S. federal
|
|
2011 and forward
|
Canada federal
|
|
2011 and forward
|
Ontario provincial
|
|
2009 and forward
|
North Carolina
|
|
2009 and forward
|
New York
|
|
2009 and forward
|
Illinois
|
|
2009 and forward
|
(in thousands)
|
|
Amount
|
||
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
|
|
Additions for tax positions taken during the current period
|
|
386
|
|
|
Reductions resulting from settlements
|
|
(6,962
|
)
|
|
Reductions resulting from a lapse of the statute of limitations
|
|
(614
|
)
|
|
Balance at January 3, 2015
|
|
$
|
3,726
|
|
(in thousands)
|
|
Book Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Balance as of January 3, 2015
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
35,373
|
|
|
$
|
35,373
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
966
|
|
|
966
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
36,339
|
|
|
$
|
36,339
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
438
|
|
|
$
|
—
|
|
|
$
|
438
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
438
|
|
|
$
|
—
|
|
|
$
|
438
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 28, 2013
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
14,080
|
|
|
$
|
14,080
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
14,080
|
|
|
$
|
14,080
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
898
|
|
|
$
|
—
|
|
|
$
|
898
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
898
|
|
|
$
|
—
|
|
|
$
|
898
|
|
|
$
|
—
|
|
(in thousands)
|
|
Balance Sheet Location
|
|
2014
|
|
2013
|
||||
Interest rate swaps
|
|
Other current liabilities
|
|
$
|
(438
|
)
|
|
$
|
—
|
|
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
—
|
|
|
(898
|
)
|
||
Foreign currency forwards
|
|
Current liabilities of discontinued operations
|
|
—
|
|
|
(31
|
)
|
||
Total fair value of derivative instruments
|
|
|
|
$
|
(438
|
)
|
|
$
|
(929
|
)
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gains/(losses) on interest rate swaps, net of income tax
|
|
$
|
283
|
|
|
$
|
289
|
|
|
$
|
(285
|
)
|
Gains/(losses) on foreign currency forwards, net of income tax
|
|
21
|
|
|
(21
|
)
|
|
(87
|
)
|
|||
Total change in unrealized losses from derivative instruments,
net of income tax (effective portion)
|
|
$
|
304
|
|
|
$
|
268
|
|
|
$
|
(372
|
)
|
(in thousands)
|
|
Amount
|
||
2015
|
|
$
|
16,557
|
|
2016
|
|
12,313
|
|
|
2017
|
|
9,107
|
|
|
2018
|
|
6,341
|
|
|
2019
|
|
3,456
|
|
|
Thereafter
|
|
26,697
|
|
|
Total operating lease commitments
|
|
$
|
74,471
|
|
(in thousands)
|
|
Income Statement Location
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gains/(losses) on cash flow hedges reclassified out of accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps, net of tax of $223, $236 and $289, respectively
|
|
Interest expense, net
|
|
$
|
(357
|
)
|
|
$
|
(379
|
)
|
|
$
|
(464
|
)
|
Foreign currency forwards
|
|
Discontinued operations, net of income tax
|
|
(191
|
)
|
|
(401
|
)
|
|
402
|
|
|||
Total cash flow hedge reclassifications, net of tax
|
|
|
|
$
|
(548
|
)
|
|
$
|
(780
|
)
|
|
$
|
(62
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments reclassified from accumulated other comprehensive income
|
|
Discontinued operations, net of income tax
|
|
$
|
11,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total amounts reclassified from accumulated other comprehensive income
|
|
|
|
$
|
10,558
|
|
|
$
|
(780
|
)
|
|
$
|
(62
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||
Balance as of December 28, 2013
|
|
$
|
(574
|
)
|
|
$
|
10,745
|
|
|
$
|
10,171
|
|
Other comprehensive loss before reclassifications
|
|
(244
|
)
|
|
(376
|
)
|
|
(620
|
)
|
|||
Losses/(gains) reclassified from other comprehensive income
|
|
548
|
|
|
(11,106
|
)
|
|
(10,558
|
)
|
|||
Net other comprehensive income/(loss)
|
|
304
|
|
|
(11,482
|
)
|
|
(11,178
|
)
|
|||
Balance as of January 3, 2015
|
|
$
|
(270
|
)
|
|
$
|
(737
|
)
|
|
$
|
(1,007
|
)
|
(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)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Branded
|
|
$
|
1,109,277
|
|
|
$
|
1,071,405
|
|
|
$
|
955,540
|
|
Partner brand
|
|
348,053
|
|
|
308,352
|
|
|
283,124
|
|
|||
Other
|
|
163,590
|
|
|
124,575
|
|
|
124,247
|
|
|||
Net revenue
|
|
$
|
1,620,920
|
|
|
$
|
1,504,332
|
|
|
$
|
1,362,911
|
|
(in thousands, except per share data)
|
|
2014 Quarter Ended
|
||||||||||||||
March 29
(13 Weeks) |
|
June 28
(13 Weeks) |
|
September 27
(13 Weeks) |
|
January 3
(14 Weeks) |
||||||||||
Net revenue
|
|
$
|
373,016
|
|
|
$
|
399,596
|
|
|
$
|
409,308
|
|
|
$
|
439,000
|
|
Cost of sales
|
|
239,830
|
|
|
254,707
|
|
|
266,088
|
|
|
281,833
|
|
||||
Gross margin
|
|
133,186
|
|
|
144,889
|
|
|
143,220
|
|
|
157,167
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
116,064
|
|
|
121,312
|
|
|
116,659
|
|
|
124,497
|
|
||||
Impairment charges
|
|
1,000
|
|
|
6,503
|
|
|
—
|
|
|
5,544
|
|
||||
(Gain)/loss on sale of route businesses, net
|
|
(1,163
|
)
|
|
(297
|
)
|
|
22
|
|
|
329
|
|
||||
Gain on the revaluation of prior equity investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,608
|
)
|
||||
Other (income)/expense, net
|
|
80
|
|
|
501
|
|
|
61
|
|
|
(892
|
)
|
||||
Income before interest and income taxes
|
|
17,205
|
|
|
16,870
|
|
|
26,478
|
|
|
44,297
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
3,390
|
|
|
4,111
|
|
|
2,984
|
|
|
2,857
|
|
||||
Income before income taxes
|
|
13,815
|
|
|
12,759
|
|
|
23,494
|
|
|
41,440
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
3,326
|
|
|
4,584
|
|
|
9,809
|
|
|
14,572
|
|
||||
Income from continuing operations
|
|
10,489
|
|
|
8,175
|
|
|
13,685
|
|
|
26,868
|
|
||||
Income/(loss) from discontinued operations, net of income tax
(1)
|
|
6,322
|
|
|
3,523
|
|
|
124,097
|
|
|
(626
|
)
|
||||
Net income
|
|
16,811
|
|
|
11,698
|
|
|
137,782
|
|
|
26,242
|
|
||||
Net (loss)/income attributable to noncontrolling interests
|
|
(5
|
)
|
|
21
|
|
|
16
|
|
|
(90
|
)
|
||||
Net income attributable to Snyder’s-Lance, Inc.
|
|
$
|
16,816
|
|
|
$
|
11,677
|
|
|
$
|
137,766
|
|
|
$
|
26,332
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
Discontinued operations
|
|
0.09
|
|
|
0.05
|
|
|
1.77
|
|
|
(0.01
|
)
|
||||
Total basic earnings per share
|
|
$
|
0.24
|
|
|
$
|
0.17
|
|
|
$
|
1.96
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
|
69,997
|
|
|
70,162
|
|
|
70,266
|
|
|
70,361
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.15
|
|
|
$
|
0.11
|
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
Discontinued operations
|
|
0.09
|
|
|
0.05
|
|
|
1.75
|
|
|
(0.01
|
)
|
||||
Total diluted earnings per share
|
|
$
|
0.24
|
|
|
$
|
0.16
|
|
|
$
|
1.94
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – diluted
|
|
70,771
|
|
|
70,905
|
|
|
71,001
|
|
|
71,105
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
(1)
|
During the third quarter of 2014, the significant income from discontinued operations was due to the gain recognized on the sale of Private Brands.
|
(in thousands, except per share data)
|
|
2013 Quarter Ended
|
||||||||||||||
March 30
(13 Weeks)
|
|
June 29
(13 Weeks)
|
|
September 28
(13 Weeks)
|
|
December 28
(13 Weeks)
|
||||||||||
Net revenue
|
|
$
|
358,541
|
|
|
$
|
378,489
|
|
|
$
|
385,242
|
|
|
$
|
382,060
|
|
Cost of sales
|
|
225,852
|
|
|
244,386
|
|
|
243,767
|
|
|
249,068
|
|
||||
Gross margin
|
|
132,689
|
|
|
134,103
|
|
|
141,475
|
|
|
132,992
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
105,375
|
|
|
118,036
|
|
|
115,945
|
|
|
107,814
|
|
||||
Impairment charges
|
|
—
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of route businesses, net
|
|
(110
|
)
|
|
(1,482
|
)
|
|
(465
|
)
|
|
(533
|
)
|
||||
Other income, net
(1)
|
|
(1,141
|
)
|
|
(1,476
|
)
|
|
(4,541
|
)
|
|
(371
|
)
|
||||
Income before interest and income taxes
|
|
28,565
|
|
|
17,125
|
|
|
30,536
|
|
|
26,082
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
3,439
|
|
|
3,521
|
|
|
3,742
|
|
|
3,706
|
|
||||
Income before income taxes
|
|
25,126
|
|
|
13,604
|
|
|
26,794
|
|
|
22,376
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
9,869
|
|
|
5,141
|
|
|
10,174
|
|
|
7,113
|
|
||||
Income from continuing operations
|
|
15,257
|
|
|
8,463
|
|
|
16,620
|
|
|
15,263
|
|
||||
Income from discontinued operations, net of income tax
|
|
4,651
|
|
|
4,567
|
|
|
6,492
|
|
|
7,771
|
|
||||
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
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.22
|
|
|
$
|
0.12
|
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
Discontinued operations
|
|
0.07
|
|
|
0.07
|
|
|
0.09
|
|
|
0.11
|
|
||||
Total basic earnings per share
|
|
$
|
0.29
|
|
|
$
|
0.19
|
|
|
$
|
0.33
|
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
|
68,992
|
|
|
69,279
|
|
|
69,459
|
|
|
69,801
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.22
|
|
|
$
|
0.12
|
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
Discontinued operations
|
|
0.06
|
|
|
0.07
|
|
|
0.09
|
|
|
0.11
|
|
||||
Total diluted earnings per share
|
|
$
|
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
|
|
(1)
|
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.
|
(in thousands)
|
|
Beginning
Balance
|
|
Additions/(Reductions)
to Expense or
Other Accounts
|
|
Deductions
|
|
Ending
Balance
|
||||||||
Fiscal year ended January 3, 2015
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
1,535
|
|
|
$
|
1,573
|
|
|
$
|
(1,330
|
)
|
|
$
|
1,778
|
|
Deferred tax asset valuation allowance
|
|
$
|
469
|
|
|
$
|
177
|
|
|
$
|
(20
|
)
|
|
$
|
626
|
|
Fiscal year ended December 28, 2013
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
2,062
|
|
|
$
|
1,729
|
|
|
$
|
(2,256
|
)
|
|
$
|
1,535
|
|
Deferred tax asset valuation allowance
|
|
$
|
485
|
|
|
$
|
164
|
|
|
$
|
(180
|
)
|
|
$
|
469
|
|
Fiscal year ended December 29, 2012
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
1,568
|
|
|
$
|
1,355
|
|
|
$
|
(861
|
)
|
|
$
|
2,062
|
|
Deferred tax asset valuation allowance
|
|
$
|
408
|
|
|
$
|
305
|
|
|
$
|
(228
|
)
|
|
$
|
485
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
(a)
|
2. Financial Schedules.
|
(a)
|
3. Exhibit Index.
|
|
SNYDER’S-LANCE, INC.
|
||
|
|
|
|
|
|
|
|
Dated: March 4, 2015
|
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
|
|
March 4, 2015
|
Carl E. Lee, Jr.
|
|
and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rick D. Puckett
|
|
Executive Vice President, Chief Financial
|
|
March 4, 2015
|
Rick D. Puckett
|
|
Officer and Chief Administrative Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Margaret E. Wicklund
|
|
Vice President, Corporate Controller
|
|
March 4, 2015
|
Margaret E. Wicklund
|
|
and Assistant Secretary
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ W. J. Prezzano
|
|
Chairman of the Board of Directors
|
|
March 4, 2015
|
W. J. Prezzano
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Atkins
|
|
Director
|
|
March 4, 2015
|
Jeffrey A. Atkins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter P. Brubaker
|
|
Director
|
|
March 4, 2015
|
Peter P. Brubaker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
C. Peter Carlucci, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
John E. Denton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James W. Johnston
|
|
Director
|
|
March 4, 2015
|
James W. Johnston
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Dan C. Swander
|
|
Director
|
|
March 4, 2015
|
Dan C. Swander
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Isaiah Tidwell
|
|
Director
|
|
March 4, 2015
|
Isaiah Tidwell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Patricia A. Warehime
|
|
Director
|
|
March 4, 2015
|
Patricia A. Warehime
|
|
|
|
|
4.
|
PARTICIPATION
.
|
BORROWER:
|
|
|
|
SNYDER'S-LANCE, INC.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Rick D. Puckett
|
|
|
|
|
Name:
Title:
|
|
Rick D. Puckett
Executive Vice President, Chief Financial Officer and Chief Administrative Officer
|
|
|
|
|
BANK OF AMERICA, N.A.
, as Administrative Agent
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Bridgett J. Manduk Mowry
|
|
|
|
|
Name:
|
|
Bridgett J. Manduk Mowry
|
|
|
|
|
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
|
|
|
|
|
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/ Jessica F. Sidhom
|
|
|
|
|
Name:
Title:
|
|
Jessica Sidhom
Vice President
|
|
|
|
|
TD BANK, N.A.,
as a Lender
|
||
|
|
|
|
|||
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|
|
By:
|
|
/s/ Alan Garson
|
|
|
|
|
Name:
|
|
Alan Garson
|
|
|
|
|
Title:
|
|
Senior Vice President
|
|
|
|
|
AGFIRST FARM CREDIT BANK
|
||
|
|
|
|
|||
|
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|
|
By:
|
|
/s/ Bruce B. Fortner
|
|
|
|
|
Name:
|
|
Bruce B. Fortner
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
AMERICAN AGCREDIT, FLCA
|
||
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|
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|
|||
|
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|
|
By:
|
|
/s/ Bradley K. Leafgren
|
|
|
|
|
Name:
|
|
Bradley K. Leafgren
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
FARM CREDIT EAST, ACA
|
||
|
|
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|
|||
|
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|
|
By:
|
|
/s/ Scott G. Kenney
|
|
|
|
|
Name:
|
|
Scott G. Kenney
|
|
|
|
|
Title:
|
|
Senior Vice President
|
|
|
|
|
FARM CREDIT WEST, FLCA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Ben Madonna
|
|
|
|
|
Name:
|
|
Ben Madonna
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
NORTHWEST FARM CREDIT SERVICES, FLCA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Jeremy A. Roewe
|
|
|
|
|
Name:
|
|
Jeremy A. Roewe
|
|
|
|
|
Title:
|
|
Vice President
|
(in thousands, except ratios)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income before income taxes
|
|
$
|
91,508
|
|
|
$
|
87,900
|
|
|
$
|
79,408
|
|
|
$
|
33,580
|
|
|
$
|
(20,163
|
)
|
Plus: Fixed Charges
|
|
22,049
|
|
|
22,979
|
|
|
17,768
|
|
|
18,049
|
|
|
7,297
|
|
|||||
Income available to cover fixed charges
|
|
$
|
113,557
|
|
|
$
|
110,879
|
|
|
$
|
97,176
|
|
|
$
|
51,629
|
|
|
$
|
(12,866
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
5.2
|
|
|
4.8
|
|
|
5.5
|
|
|
2.9
|
|
|
(1.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
13,442
|
|
|
$
|
14,653
|
|
|
$
|
9,706
|
|
|
$
|
10,703
|
|
|
$
|
4,022
|
|
Interest portion of rent expense
(1)
|
|
8,448
|
|
|
7,955
|
|
|
7,673
|
|
|
7,346
|
|
|
3,275
|
|
|||||
Capitalized interest
|
|
159
|
|
|
371
|
|
|
389
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges
|
|
$
|
22,049
|
|
|
$
|
22,979
|
|
|
$
|
17,768
|
|
|
$
|
18,049
|
|
|
$
|
7,297
|
|
Name of Subsidiary
|
|
State/Province of Incorporation
|
|
|
|
Lanhold Investments, Inc. (1)
|
|
Delaware
|
TFL Liquidating Ltd. (2)
|
|
Ontario
|
Late July Holdings, LLC (9)
|
|
Delaware
|
Late July Snacks, LLC (10)
|
|
Delaware
|
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 (4)
|
|
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 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
|
Snack Factory Holding, Inc. (5)
|
|
Delaware
|
Princeton Vanguard, LLC (8)
|
|
Delaware
|
Snack Factory, LLC (8)
|
|
New Jersey
|
SOH Capital, LLC (7)
|
|
Pennsylvania
|
George Greer Co., Inc (3)
|
|
Rhode Island
|
Baptista's Bakery, Inc. (5)
|
|
Wisconsin
|
5C Investments, LLC (5)
|
|
Wisconsin
|
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 Chief Administrative Officer
|
(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
|
March 4, 2015
|
|
|
|
Officer and Chief Administrative Officer
|
|
|
|
|
March 4, 2015
|