North Carolina
(State or other jurisdiction of
incorporation or organization)
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56-0292920
(I.R.S. Employer Identification No.)
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13515 Ballantyne Corporate Place
Charlotte, North Carolina
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28277
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Quarter Ended
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||||||
(in thousands, except per share data)
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April 2,
2016 |
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April 4,
2015 |
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Net revenue
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$
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462,765
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$
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402,341
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Cost of sales
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320,611
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262,979
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Gross margin
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142,154
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139,362
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Selling, general and administrative
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124,189
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121,924
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Transaction-related expenses
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49,306
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—
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Impairment charges
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374
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—
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Gain on sale of route businesses, net
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(536
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)
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(793
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)
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Other income, net
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(297
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)
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(736
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)
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(Loss)/income before interest and income taxes
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(30,882
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)
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18,967
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Loss on early extinguishment of debt
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4,749
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—
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Interest expense, net
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4,729
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2,467
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(Loss)/income before income taxes
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(40,360
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)
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16,500
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Income tax (benefit)/expense
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(14,966
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)
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5,918
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Net (loss)/income
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(25,394
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)
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10,582
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Net income/(loss) attributable to noncontrolling interests
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37
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(54
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)
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Net (loss)/income attributable to Snyder’s-Lance, Inc.
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$
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(25,431
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)
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$
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10,636
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Basic (loss)/earnings per share (Note 4)
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$
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(0.32
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)
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$
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0.15
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Weighted average basic shares outstanding
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79,953
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70,259
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Diluted (loss)/earnings per share (Note 4)
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$
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(0.32
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)
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$
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0.15
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Weighted average diluted shares outstanding
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79,953
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71,002
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Cash dividends declared per share
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$
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0.16
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$
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0.16
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Quarter Ended
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||||||
(in thousands)
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April 2,
2016 |
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April 4,
2015 |
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Net (loss)/income
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$
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(25,394
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)
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$
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10,582
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Net unrealized loss on derivative instruments, net of income tax
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1,124
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841
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Foreign currency translation adjustment
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(6,651
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)
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447
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Total other comprehensive (income)/loss
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(5,527
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)
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1,288
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Total comprehensive (loss)/income
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(19,867
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)
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9,294
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Comprehensive income/(loss) attributable to noncontrolling interests
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37
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(54
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)
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Total comprehensive (loss)/income attributable to Snyder’s-Lance, Inc.
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$
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(19,904
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)
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$
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9,348
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(in thousands, except share and per share data)
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April 2,
2016 |
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January 2,
2016 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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40,209
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$
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39,105
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Restricted cash
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714
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966
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Accounts receivable, net of allowances of $1,117 and $917, respectively
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215,715
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131,339
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Inventories, net
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256,742
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110,994
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Prepaid income taxes and income taxes receivable
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4,015
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2,321
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Assets held for sale
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17,025
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15,678
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Prepaid expenses and other current assets
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34,786
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21,210
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Total current assets
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569,206
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321,613
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Noncurrent assets:
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Fixed assets, net
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533,563
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401,465
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Goodwill
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1,409,951
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539,119
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Other intangible assets, net
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1,429,299
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528,658
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Other noncurrent assets
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23,536
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19,849
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Total assets
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$
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3,965,555
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$
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1,810,704
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Current portion of long-term debt
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$
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49,000
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$
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8,541
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Accounts payable
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94,768
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54,207
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Payable to growers
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38,265
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—
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Accrued compensation
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40,111
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26,196
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Accrued casualty insurance claims
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4,798
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4,262
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Accrued marketing, selling and promotional costs
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45,881
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18,806
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Other payables and accrued liabilities
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66,743
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32,248
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Total current liabilities
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339,566
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144,260
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Noncurrent liabilities:
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Long-term debt, net
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1,354,950
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372,301
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Deferred income taxes
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332,565
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157,591
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Accrued casualty insurance claims
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13,804
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11,931
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Other noncurrent liabilities
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36,092
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17,034
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Total liabilities
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2,076,977
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703,117
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Commitments and contingencies
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Stockholders’ equity:
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Common stock, $0.83 1/3 par value. 110,000,000 shares authorized; 95,676,031 and 70,968,054 shares outstanding, respectively
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79,727
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59,138
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Preferred stock, $1.00 par value. Authorized 5,000,000 shares; no shares outstanding
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—
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—
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|
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Additional paid-in capital
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1,583,052
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791,428
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Retained earnings
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201,528
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238,314
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Accumulated other comprehensive income/(loss)
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4,897
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(630
|
)
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Total Snyder’s-Lance, Inc. stockholders’ equity
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1,869,204
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1,088,250
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Noncontrolling interests
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19,374
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|
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19,337
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Total stockholders’ equity
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1,888,578
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1,107,587
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Total liabilities and stockholders’ equity
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$
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3,965,555
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$
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1,810,704
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(in thousands, except share and per share data)
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Shares
|
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Common
Stock
|
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Additional
Paid-in
Capital
|
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Retained
Earnings
|
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Accumulated
Other
Comprehensive
Income/(Loss)
|
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Non-controlling
Interests
|
|
Total
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|||||||||||||
Balance, January 2, 2016
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|
70,968,054
|
|
|
$
|
59,138
|
|
|
$
|
791,428
|
|
|
$
|
238,314
|
|
|
$
|
(630
|
)
|
|
$
|
19,337
|
|
|
$
|
1,107,587
|
|
Total comprehensive (loss)/income
|
|
|
|
|
|
|
|
(25,431
|
)
|
|
5,527
|
|
|
37
|
|
|
(19,867
|
)
|
|||||||||
Dividends paid to stockholders ($0.16 per share)
|
|
|
|
|
|
|
|
(11,355
|
)
|
|
|
|
|
|
(11,355
|
)
|
|||||||||||
Issuance of common stock and stock-based awards assumed in the Diamond Foods acquisition
|
|
24,363,738
|
|
|
20,302
|
|
|
780,685
|
|
|
|
|
|
|
|
|
800,987
|
|
|||||||||
Amortization of stock options, restricted units and performance-based restricted units
|
|
|
|
|
|
11,530
|
|
|
|
|
|
|
|
|
11,530
|
|
|||||||||||
Stock options exercised and restricted units vested, including $176 tax benefit
|
|
323,785
|
|
|
270
|
|
|
(747
|
)
|
|
|
|
|
|
|
|
(477
|
)
|
|||||||||
Issuance and amortization of restricted shares, net of cancellations
|
|
101,927
|
|
|
85
|
|
|
2,654
|
|
|
|
|
|
|
|
|
2,739
|
|
|||||||||
Repurchases of common stock
|
|
(81,473
|
)
|
|
(68
|
)
|
|
(2,498
|
)
|
|
|
|
|
|
|
|
(2,566
|
)
|
|||||||||
Balance, April 2, 2016
|
|
95,676,031
|
|
|
$
|
79,727
|
|
|
$
|
1,583,052
|
|
|
$
|
201,528
|
|
|
$
|
4,897
|
|
|
$
|
19,374
|
|
|
$
|
1,888,578
|
|
(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, January 3, 2015
|
|
70,406,086
|
|
|
$
|
58,669
|
|
|
$
|
776,930
|
|
|
$
|
232,812
|
|
|
$
|
(1,007
|
)
|
|
$
|
19,304
|
|
|
$
|
1,086,708
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
10,636
|
|
|
(1,288
|
)
|
|
(54
|
)
|
|
9,294
|
|
|||||||||
Dividends paid to stockholders ($0.16 per share)
|
|
|
|
|
|
|
|
(11,264
|
)
|
|
|
|
|
|
(11,264
|
)
|
|||||||||||
Amortization of stock options
|
|
|
|
|
|
589
|
|
|
|
|
|
|
|
|
589
|
|
|||||||||||
Stock options exercised, including $490 tax benefit
|
|
124,930
|
|
|
104
|
|
|
2,484
|
|
|
|
|
|
|
|
|
2,588
|
|
|||||||||
Issuance, amortization and vesting of restricted shares and restricted units, net of cancellations
|
|
79,111
|
|
|
66
|
|
|
695
|
|
|
|
|
|
|
|
|
761
|
|
|||||||||
Repurchases of common stock
|
|
(22,783
|
)
|
|
(19
|
)
|
|
(782
|
)
|
|
|
|
|
|
|
|
(801
|
)
|
|||||||||
Balance, April 4, 2015
|
|
70,587,344
|
|
|
$
|
58,820
|
|
|
$
|
779,916
|
|
|
$
|
232,184
|
|
|
$
|
(2,295
|
)
|
|
$
|
19,250
|
|
|
$
|
1,087,875
|
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
April 2,
2016 |
|
April 4,
2015 |
||||
Operating activities:
|
|
|
|
|
||||
Net (loss)/income
|
|
$
|
(25,394
|
)
|
|
$
|
10,582
|
|
Adjustments to reconcile net (loss)/income to cash from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
20,558
|
|
|
17,413
|
|
||
Stock-based compensation expense
|
|
14,270
|
|
|
1,350
|
|
||
(Gain)/loss on sale of fixed assets, net
|
|
(25
|
)
|
|
12
|
|
||
Gain on sale of route businesses, net
|
|
(536
|
)
|
|
(793
|
)
|
||
Gain on sale of investments, net
|
|
—
|
|
|
(436
|
)
|
||
Gain on write-off of debt premium
|
|
(1,341
|
)
|
|
—
|
|
||
Impairment charges
|
|
374
|
|
|
—
|
|
||
Deferred income taxes
|
|
(15,734
|
)
|
|
524
|
|
||
Provision for doubtful accounts
|
|
252
|
|
|
236
|
|
||
Changes in operating assets and liabilities, excluding business acquisitions and foreign currency translation adjustments
|
|
24,284
|
|
|
(28,903
|
)
|
||
Net cash provided by/(used in) operating activities
|
|
16,708
|
|
|
(15
|
)
|
||
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(11,976
|
)
|
|
(13,495
|
)
|
||
Purchases of route businesses
|
|
(11,909
|
)
|
|
(6,731
|
)
|
||
Proceeds from sale of fixed assets
|
|
153
|
|
|
302
|
|
||
Proceeds from sale of route businesses
|
|
11,785
|
|
|
7,870
|
|
||
Proceeds from sale of investments
|
|
—
|
|
|
436
|
|
||
Business acquisition, net of cash acquired
|
|
(1,013,559
|
)
|
|
—
|
|
||
Changes in restricted cash
|
|
252
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(1,025,254
|
)
|
|
(11,618
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Dividends paid to stockholders
|
|
(11,355
|
)
|
|
(11,264
|
)
|
||
Debt issuance costs
|
|
(6,048
|
)
|
|
—
|
|
||
Issuances of common stock
|
|
2,775
|
|
|
2,589
|
|
||
Excess tax benefits from stock-based compensation
|
|
176
|
|
|
—
|
|
||
Share repurchases, including shares surrendered for tax withholding
|
|
(5,995
|
)
|
|
(801
|
)
|
||
Repayments of long-term debt
|
|
(100,000
|
)
|
|
(1,875
|
)
|
||
Proceeds from issuance of long-term debt
|
|
1,130,000
|
|
|
—
|
|
||
Net cash provided by/(used in) financing activities
|
|
1,009,553
|
|
|
(11,351
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
97
|
|
|
—
|
|
||
|
|
|
|
|
||||
Increase in cash and cash equivalents
|
|
1,104
|
|
|
(22,984
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
39,105
|
|
|
35,373
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
40,209
|
|
|
$
|
12,389
|
|
|
|
|
|
|
||||
Supplemental information:
|
|
|
|
|
||||
Cash paid for income taxes, net of refunds of $217 and $425, respectively
|
|
$
|
1,444
|
|
|
$
|
10,412
|
|
Cash paid for interest
|
|
$
|
4,614
|
|
|
$
|
1,246
|
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
|
||||
Liability for dissenters and other future cash payments associated with the acquisition of Diamond (Note 3)
|
|
$
|
13,688
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Non-cash financing activities:
|
|
|
|
|
||||
Common stock and stock-based compensation issued for business acquisitions
|
|
$
|
800,987
|
|
|
$
|
—
|
|
|
|
January 2, 2016
|
||||||||||
(in thousands)
|
|
As Filed
|
|
Reclass
|
|
As Adjusted
|
||||||
Other noncurrent assets
|
|
$
|
27,403
|
|
|
$
|
(7,554
|
)
|
|
$
|
19,849
|
|
Long-term debt, net
|
|
$
|
(379,855
|
)
|
|
$
|
7,554
|
|
|
$
|
(372,301
|
)
|
|
|
Conversion Calculation
|
|
Fair Value
(in thousands)
|
||||
Diamond common shares outstanding as of February 29, 2016
|
|
31,062,164
|
|
|
|
|||
Multiplied by 0.775 as per the Merger Agreement
|
|
0.775
|
|
|
|
|||
Total Snyder's-Lance common shares issued to Diamond stockholders
|
|
24,071,839
|
|
|
|
|||
Multiplied by Snyder's-Lance closing stock price as of February 26, 2016
|
|
$
|
32.34
|
|
|
|
||
Total stock consideration for outstanding common shares
|
|
|
|
$
|
778,483
|
|
||
Cash consideration of $12.50 per Diamond common share outstanding as of February 29, 2016, including cash paid in lieu of fractional converted shares
|
|
|
|
388,318
|
|
|||
Total cash and stock consideration to stockholders
|
|
|
|
1,166,801
|
|
|||
Fair value of replacement cash awards and stock-based awards attributable to pre-acquisition service, including awards that accelerated vesting at acquisition date due to change in control provisions
(1)
|
|
|
|
28,211
|
|
|||
Repayment of Diamond’s outstanding debt due to change in control provisions
(2)
|
|
|
|
651,044
|
|
|||
Liability for value of Dissenters' merger consideration
(3)
|
|
|
|
12,418
|
|
|||
Total fair value of consideration transferred
|
|
|
|
$
|
1,858,474
|
|
||
Effective settlement of accounts payable owed by us to Diamond at acquisition date
|
|
|
|
(1,295
|
)
|
|||
Total purchase consideration
|
|
|
|
$
|
1,857,179
|
|
(in thousands)
|
|
Purchase Price Allocation
|
||
Cash and cash equivalents
|
|
$
|
28,945
|
|
Accounts receivable
|
|
77,445
|
|
|
Inventories
|
|
168,089
|
|
|
Prepaid expenses and other current assets
|
|
12,111
|
|
|
Fixed assets
|
|
136,340
|
|
|
Goodwill
|
|
868,443
|
|
|
Other intangible assets
|
|
902,500
|
|
|
Equity investments
|
|
8,607
|
|
|
Other long term assets
|
|
1,018
|
|
|
Total assets acquired
|
|
$
|
2,203,498
|
|
|
|
|
||
Accounts payable, including payable to growers
|
|
$
|
89,287
|
|
Other current liabilities
|
|
45,428
|
|
|
Deferred income tax liability
|
|
191,425
|
|
|
Other long term liabilities
|
|
20,179
|
|
|
Total liabilities assumed
|
|
$
|
346,319
|
|
|
|
|
||
Net assets acquired
(1)
|
|
$
|
1,857,179
|
|
(in thousands, except per share data)
|
|
Q1 2016
|
|
Q1 2015
|
||||
Net revenue
|
|
$
|
592,379
|
|
|
$
|
625,219
|
|
Net income/(loss) attributable to Snyder's-Lance, Inc.
|
|
$
|
23,711
|
|
|
$
|
(32,135
|
)
|
|
|
Quarter Ended
|
||||||
(in thousands, except per share data)
|
|
April 2,
2016 |
|
April 4,
2015 |
||||
Basic EPS:
|
|
|
|
|
||||
Net (loss)/income
|
|
$
|
(25,431
|
)
|
|
$
|
10,636
|
|
Less: Income allocated to participating securities
|
|
—
|
|
|
19
|
|
||
(Loss)/income allocated to common shares
|
|
$
|
(25,431
|
)
|
|
$
|
10,617
|
|
Weighted average shares outstanding – Basic
|
|
79,953
|
|
|
70,259
|
|
||
(Loss)/earnings per share – Basic
|
|
$
|
(0.32
|
)
|
|
$
|
0.15
|
|
|
|
|
|
|
||||
Diluted EPS:
|
|
|
|
|
||||
Weighted average shares outstanding – Basic
|
|
79,953
|
|
|
70,259
|
|
||
Effect of dilutive stock options, restricted units and performance-based restricted units on shares outstanding
|
|
—
|
|
|
743
|
|
||
Weighted average shares outstanding – Diluted
|
|
79,953
|
|
|
71,002
|
|
||
(Loss)/earnings per share – Diluted
|
|
$
|
(0.32
|
)
|
|
$
|
0.15
|
|
•
|
2,682
restricted shares with unrecognized compensation expense of
$0.1 million
and vesting dates ranging from
June 15, 2016
to
July 15, 2017
.
|
•
|
395,040
restricted units with unrecognized compensation expense of
$9.5 million
and vesting dates ranging from
April 21, 2016
to
January 18, 2020
.
|
•
|
924,132
stock options which are fully vested and have exercise prices that range from
$11.75
to
$80.24
. The total intrinsic value of these options was
$13.7 million
at the end of the first quarter.
|
(in thousands)
|
|
April 2,
2016 |
|
January 2,
2016 |
||||
Finished goods
|
|
$
|
126,995
|
|
|
$
|
66,143
|
|
Raw materials
|
|
71,921
|
|
|
14,736
|
|
||
Work in process
|
|
19,254
|
|
|
—
|
|
||
Maintenance parts, packaging and supplies
|
|
38,572
|
|
|
30,115
|
|
||
Total inventories, net
|
|
$
|
256,742
|
|
|
$
|
110,994
|
|
(in thousands)
|
|
April 2,
2016 |
|
January 2,
2016 |
||||
Land and land improvements
|
|
$
|
43,494
|
|
|
$
|
28,508
|
|
Buildings and building improvements
|
|
199,361
|
|
|
156,725
|
|
||
Machinery, equipment and computer systems
|
|
566,093
|
|
|
506,649
|
|
||
Trucks, trailers and automobiles
|
|
33,602
|
|
|
33,760
|
|
||
Furniture and fixtures
|
|
5,156
|
|
|
4,210
|
|
||
Construction in progress
|
|
36,182
|
|
|
11,503
|
|
||
Capital leases
(1)
|
|
3,269
|
|
|
—
|
|
||
|
|
$
|
887,157
|
|
|
$
|
741,355
|
|
Accumulated depreciation
|
|
(353,528
|
)
|
|
(339,802
|
)
|
||
|
|
533,629
|
|
|
401,553
|
|
||
Fixed assets held for sale
|
|
(66
|
)
|
|
(88
|
)
|
||
Fixed assets, net
|
|
$
|
533,563
|
|
|
$
|
401,465
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of January 2, 2016
|
|
$
|
539,119
|
|
Business acquisitions
|
|
868,443
|
|
|
Changes in foreign currency exchange rates
|
|
2,560
|
|
|
Goodwill reclassified to assets held for sale
|
|
(171
|
)
|
|
Balance as of April 2, 2016
|
|
$
|
1,409,951
|
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Cumulative Impairments
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||
As of April 2, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Customer and contractual relationships – amortized
|
|
$
|
572,285
|
|
|
$
|
—
|
|
|
$
|
(39,373
|
)
|
|
$
|
532,912
|
|
Non-compete agreement – amortized
|
|
710
|
|
|
—
|
|
|
(327
|
)
|
|
383
|
|
||||
Developed technology – amortized
|
|
2,700
|
|
|
—
|
|
|
(325
|
)
|
|
2,375
|
|
||||
Reacquired rights – amortized
|
|
3,100
|
|
|
—
|
|
|
(1,811
|
)
|
|
1,289
|
|
||||
Patents – amortized
|
|
8,600
|
|
|
—
|
|
|
(2,721
|
)
|
|
5,879
|
|
||||
Routes – unamortized
|
|
10,526
|
|
|
—
|
|
|
—
|
|
|
10,526
|
|
||||
Trademarks – unamortized
|
|
882,635
|
|
|
(6,700
|
)
|
|
—
|
|
|
875,935
|
|
||||
Balance as of April 2, 2016
|
|
$
|
1,480,556
|
|
|
$
|
(6,700
|
)
|
|
$
|
(44,557
|
)
|
|
$
|
1,429,299
|
|
|
|
|
|
|
|
|
|
|
||||||||
As of January 2, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Customer and contractual relationships – amortized
|
|
$
|
166,756
|
|
|
$
|
—
|
|
|
$
|
(35,415
|
)
|
|
$
|
131,341
|
|
Non-compete agreement – amortized
|
|
710
|
|
|
—
|
|
|
(297
|
)
|
|
413
|
|
||||
Developed technology – amortized
|
|
2,700
|
|
|
—
|
|
|
(280
|
)
|
|
2,420
|
|
||||
Reacquired rights – amortized
|
|
3,100
|
|
|
—
|
|
|
(1,714
|
)
|
|
1,386
|
|
||||
Patents – amortized
|
|
8,600
|
|
|
—
|
|
|
(2,526
|
)
|
|
6,074
|
|
||||
Routes – unamortized
|
|
11,063
|
|
|
—
|
|
|
—
|
|
|
11,063
|
|
||||
Trademarks – unamortized
|
|
382,661
|
|
|
(6,700
|
)
|
|
—
|
|
|
375,961
|
|
||||
Balance as of January 2, 2016
|
|
$
|
575,590
|
|
|
$
|
(6,700
|
)
|
|
$
|
(40,232
|
)
|
|
$
|
528,658
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of January 2, 2016
|
|
$
|
11,063
|
|
Routes reclassified to assets held for sale
|
|
(537
|
)
|
|
Balance as of April 2, 2016
|
|
$
|
10,526
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of January 2, 2016
|
|
$
|
15,590
|
|
Purchases of route businesses held for sale
|
|
11,909
|
|
|
Sales of route businesses held for sale
|
|
(11,249
|
)
|
|
Reclassifications from route intangibles and goodwill
|
|
708
|
|
|
Balance as of April 2, 2016
|
|
$
|
16,958
|
|
(in thousands)
|
|
April 2,
2016 |
|
January 2,
2016 |
||||
Revolving credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
Other long-term debt
|
|
1,416,875
|
|
|
388,396
|
|
||
Debt issuance costs, net
(1)
|
|
(12,925
|
)
|
|
(7,554
|
)
|
||
Total debt, net
|
|
1,403,950
|
|
|
380,842
|
|
||
Current portion of long-term debt
|
|
(49,000
|
)
|
|
(8,541
|
)
|
||
Total long-term debt, net
|
|
$
|
1,354,950
|
|
|
$
|
372,301
|
|
(in thousands)
|
|
Amount
|
||
Repayment of private placement senior notes
|
|
$
|
100,000
|
|
Penalty on early extinguishment
|
|
6,170
|
|
|
Book value of private placement debt, including unamortized fair value adjustment
|
|
(101,421
|
)
|
|
Loss on early extinguishment of debt
|
|
$
|
4,749
|
|
Level 1
|
–
|
quoted prices in active markets for identical assets and liabilities.
|
Level 2
|
–
|
observable inputs other than quoted prices for identical assets and liabilities.
|
Level 3
|
–
|
unobservable inputs for which there is little or no market data available, which required us to develop our own assumptions.
|
(in thousands)
|
|
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 April 2, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
40,209
|
|
|
$
|
40,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
714
|
|
|
714
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
40,923
|
|
|
$
|
40,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
2,879
|
|
|
$
|
—
|
|
|
$
|
2,879
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
2,879
|
|
|
$
|
—
|
|
|
$
|
2,879
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of January 2, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
39,105
|
|
|
$
|
39,105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
966
|
|
|
966
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
40,071
|
|
|
$
|
40,071
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
1,045
|
|
|
$
|
—
|
|
|
$
|
1,045
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
1,045
|
|
|
$
|
—
|
|
|
$
|
1,045
|
|
|
$
|
—
|
|
(in thousands)
|
|
Balance Sheet Location
|
|
April 2,
2016 |
|
January 2,
2016 |
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
$
|
(2,879
|
)
|
|
$
|
(1,045
|
)
|
Total fair value of derivative instruments
|
|
|
|
$
|
(2,879
|
)
|
|
$
|
(1,045
|
)
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
April 2,
2016 |
|
April 4,
2015 |
||||
(Losses)/gains on interest rate swaps, net of income tax benefit/(expense) of $709 and $525, respectively
|
|
$
|
(1,124
|
)
|
|
$
|
(841
|
)
|
Total change in unrealized losses from derivative instruments, net of income tax (effective portion)
|
|
$
|
(1,124
|
)
|
|
$
|
(841
|
)
|
Acquired operating leases
(in thousands)
|
|
Amount
|
||
Remainder of 2016
|
|
$
|
3,667
|
|
2017
|
|
4,625
|
|
|
2018
|
|
4,282
|
|
|
2019
|
|
4,223
|
|
|
2020
|
|
4,246
|
|
|
Thereafter
|
|
10,846
|
|
|
Total operating lease commitments
|
|
$
|
31,889
|
|
Acquired capital leases
(in thousands)
|
|
Amount
|
||
Remainder of 2016
|
|
$
|
2,324
|
|
2017
|
|
1,740
|
|
|
2018
|
|
1,572
|
|
|
2019
|
|
1,043
|
|
|
2020
|
|
333
|
|
|
Thereafter
|
|
—
|
|
|
Total minimum payments
|
|
7,012
|
|
|
Less amount representing interest
|
|
(663
|
)
|
|
Present value of capital lease obligations
|
|
$
|
6,349
|
|
|
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
Income Statement Location
|
|
April 2,
2016 |
|
April 4,
2015 |
||||
Losses on cash flow hedges reclassified out of accumulated other comprehensive income:
|
|
|
|
|
|
|
||||
Interest rate swaps, net of tax of $98 and $56, respectively
|
|
Interest expense, net
|
|
$
|
(155
|
)
|
|
$
|
(89
|
)
|
Total amounts reclassified from accumulated other comprehensive income
|
|
|
|
$
|
(155
|
)
|
|
$
|
(89
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||
Balance as of January 2, 2016
|
|
$
|
(630
|
)
|
|
$
|
—
|
|
|
$
|
(630
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss)/gain before reclassifications
|
|
(1,279
|
)
|
|
6,651
|
|
|
5,372
|
|
|||
Losses reclassified from accumulated other comprehensive income
|
|
155
|
|
|
—
|
|
|
155
|
|
|||
Net other comprehensive (loss)/income
|
|
(1,124
|
)
|
|
6,651
|
|
|
5,527
|
|
|||
|
|
|
|
|
|
|
||||||
Balance as of April 2, 2016
|
|
$
|
(1,754
|
)
|
|
$
|
6,651
|
|
|
$
|
4,897
|
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||
Balance as of January 3, 2015
|
|
$
|
(270
|
)
|
|
$
|
(737
|
)
|
|
$
|
(1,007
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss before reclassifications
|
|
(930
|
)
|
|
(447
|
)
|
|
(1,377
|
)
|
|||
Losses reclassified from accumulated other comprehensive income
|
|
89
|
|
|
—
|
|
|
89
|
|
|||
Net other comprehensive loss
|
|
(841
|
)
|
|
(447
|
)
|
|
(1,288
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance as of April 4, 2015
|
|
$
|
(1,111
|
)
|
|
$
|
(1,184
|
)
|
|
$
|
(2,295
|
)
|
•
|
Diamond provided incremental net revenue of $63.2 million. Note that a portion of Diamond revenue was eliminated in consolidation as it was sold to other Snyder's-Lance subsidiaries for distribution through our DSD network.
|
•
|
Our gross margins were negatively impacted by the step-up of inventory to fair value required in purchase accounting, which drove additional cost of sales of $15.9 million during the quarter.
|
•
|
We recognized transaction-related expenses associated with the acquisition of Diamond of $49.3 million.
|
•
|
We realized a loss of $4.7 million on the extinguishment of our private placement senior notes.
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
April 2, 2016
|
|
April 4, 2015
|
|
||||||||||||||||
Net revenue
|
|
$
|
462,765
|
|
|
100.0
|
%
|
|
$
|
402,341
|
|
|
100.0
|
%
|
|
$
|
60,424
|
|
|
15.0
|
%
|
Cost of sales
|
|
320,611
|
|
|
69.3
|
%
|
|
262,979
|
|
|
65.4
|
%
|
|
(57,632
|
)
|
|
(21.9
|
)%
|
|||
Gross margin
|
|
142,154
|
|
|
30.7
|
%
|
|
139,362
|
|
|
34.6
|
%
|
|
2,792
|
|
|
2.0
|
%
|
|||
Selling, general and administrative
|
|
124,189
|
|
|
26.8
|
%
|
|
121,924
|
|
|
30.3
|
%
|
|
(2,265
|
)
|
|
(1.9
|
)%
|
|||
Transaction-related expenses
|
|
49,306
|
|
|
10.7
|
%
|
|
—
|
|
|
—
|
%
|
|
(49,306
|
)
|
|
(100.0
|
)%
|
|||
Impairment charges
|
|
374
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
(374
|
)
|
|
(100.0
|
)%
|
|||
Gain on sale of route businesses, net
|
|
(536
|
)
|
|
(0.1
|
)%
|
|
(793
|
)
|
|
(0.2
|
)%
|
|
(257
|
)
|
|
(32.4
|
)%
|
|||
Other income, net
|
|
(297
|
)
|
|
(0.1
|
)%
|
|
(736
|
)
|
|
(0.2
|
)%
|
|
(439
|
)
|
|
59.6
|
%
|
|||
(Loss)/income before interest and income taxes
|
|
(30,882
|
)
|
|
(6.7
|
)%
|
|
18,967
|
|
|
4.7
|
%
|
|
(49,849
|
)
|
|
nm
|
|
|||
Loss on early extinguishment of debt
|
|
4,749
|
|
|
1.0
|
%
|
|
—
|
|
|
—
|
%
|
|
(4,749
|
)
|
|
(100.0
|
)%
|
|||
Interest expense, net
|
|
4,729
|
|
|
1.0
|
%
|
|
2,467
|
|
|
0.6
|
%
|
|
(2,262
|
)
|
|
(91.7
|
)%
|
|||
(Loss)/income before income taxes
|
|
(40,360
|
)
|
|
(8.7
|
)%
|
|
16,500
|
|
|
4.1
|
%
|
|
(56,860
|
)
|
|
nm
|
|
|||
Income tax (benefit)/expense
|
|
(14,966
|
)
|
|
(3.2
|
)%
|
|
5,918
|
|
|
1.5
|
%
|
|
20,884
|
|
|
nm
|
|
|||
Net (loss)/income
|
|
$
|
(25,394
|
)
|
|
(5.5
|
)%
|
|
$
|
10,582
|
|
|
2.6
|
%
|
|
$
|
(35,976
|
)
|
|
nm
|
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
April 2, 2016
|
|
April 4, 2015
|
|
||||||||||||||||
Branded
|
|
$
|
326,616
|
|
|
70.6
|
%
|
|
$
|
284,690
|
|
|
70.8
|
%
|
|
$
|
41,926
|
|
|
14.7
|
%
|
Culinary
|
|
14,375
|
|
|
3.1
|
%
|
|
—
|
|
|
—
|
%
|
|
14,375
|
|
|
100.0
|
%
|
|||
Partner brand
|
|
76,828
|
|
|
16.6
|
%
|
|
77,082
|
|
|
19.2
|
%
|
|
(254
|
)
|
|
(0.3
|
)%
|
|||
Other
|
|
44,946
|
|
|
9.7
|
%
|
|
40,569
|
|
|
10.0
|
%
|
|
4,377
|
|
|
10.8
|
%
|
|||
Net revenue
|
|
$
|
462,765
|
|
|
100.0
|
%
|
|
$
|
402,341
|
|
|
100.0
|
%
|
|
$
|
60,424
|
|
|
15.0
|
%
|
(in millions)
|
|
Q1 2016 Net Revenue
|
|
Incremental Diamond Net Revenue
|
|
Q1 2016 Adjusted Net Revenue
(1)
|
|
Q1 2015 Net Revenue
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||
Branded
|
|
$
|
326,616
|
|
|
$
|
47,513
|
|
|
$
|
279,103
|
|
|
$
|
284,690
|
|
|
$
|
(5,587
|
)
|
|
(2.0
|
)%
|
Culinary
|
|
14,375
|
|
|
14,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||
Partner brand
|
|
76,828
|
|
|
—
|
|
|
76,828
|
|
|
77,082
|
|
|
(254
|
)
|
|
(0.3
|
)%
|
|||||
Other
|
|
44,946
|
|
|
1,354
|
|
|
43,592
|
|
|
40,569
|
|
|
3,023
|
|
|
7.5
|
%
|
|||||
Net revenue
|
|
$
|
462,765
|
|
|
$
|
63,242
|
|
|
$
|
399,523
|
|
|
$
|
402,341
|
|
|
$
|
(2,818
|
)
|
|
(0.7
|
)%
|
(in thousands)
|
|
April 2,
2016 |
|
April 4,
2015 |
||||
Net cash provided by/(used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
16,708
|
|
|
$
|
(15
|
)
|
Investing activities
|
|
(1,025,254
|
)
|
|
(11,618
|
)
|
||
Financing activities
|
|
1,009,553
|
|
|
(11,351
|
)
|
||
Net increase in cash and cash equivalents
|
|
$
|
1,007
|
|
|
$
|
(22,984
|
)
|
Diamond Contractual Obligations
(in thousands)
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
|||||||||||
Capital leases, including interest
|
|
$
|
7,012
|
|
|
$
|
2,324
|
|
|
$
|
3,312
|
|
|
$
|
1,376
|
|
|
$
|
—
|
|
Operating leases
|
|
31,889
|
|
|
3,667
|
|
|
8,907
|
|
|
8,469
|
|
|
10,846
|
|
|||||
Purchase commitments
|
|
118,068
|
|
|
78,791
|
|
|
33,903
|
|
|
5,374
|
|
|
—
|
|
|||||
Other long-term liabilities
|
|
4,127
|
|
|
929
|
|
|
2,476
|
|
|
722
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
161,096
|
|
|
$
|
85,711
|
|
|
$
|
48,598
|
|
|
$
|
15,941
|
|
|
$
|
10,846
|
|
•
|
foreign exchange rates, foreign currency exchange and transfer restrictions, which may unpredictably and adversely impact our consolidated operating results, our asset and liability balances and our cash flow in our consolidated financial statements, even if their value has not changed in their original currency;
|
•
|
negative economic developments in economies around the world and the instability of governments, including the threat of war, terrorist attacks, epidemic or civil unrest;
|
•
|
pandemics, such as the flu, which may adversely affect our workforce as well as our local suppliers and customers;
|
•
|
earthquakes, tsunamis, floods or other major disasters that may limit the supply of nuts or other products that we purchase abroad;
|
•
|
trade barriers, including tariffs, quotas, and import or export licensing requirements imposed by governments;
|
•
|
increased costs, disruptions in shipping or reduced availability of freight transportation;
|
•
|
differing labor standards;
|
•
|
differing levels of protection of intellectual property;
|
•
|
difficulties and costs associated with complying with U.S. laws and regulations applicable to entities with overseas operations;
|
•
|
the threat that our operations or property could be subject to nationalization and expropriation;
|
•
|
varying regulatory, tax, judicial and administrative practices in the jurisdictions where we operate;
|
•
|
difficulties associated with operating under a wide variety of complex foreign laws, treaties and regulations; and
|
•
|
potentially burdensome taxation.
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
|||||
January 3, 2016 - January 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
February 1, 2016 - February 29, 2016
|
|
14,447
|
|
|
30.76
|
|
|
—
|
|
|
—
|
|
|
March 1, 2016 - April 2, 2016
|
|
67,026
|
|
|
31.65
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
81,473
|
|
|
$
|
31.49
|
|
|
—
|
|
|
—
|
|
|
No.
|
Description
|
|
|
|
|
10.1*
|
Executive Severance Agreement, effective as of January 25, 2012, between the Registrant and Carl E. Lee, Jr., filed herewith.
|
|
|
|
|
10.2*
|
Form of Executive Severance Agreement, effective as of _________, 2014 between the Registrant and Rodrigo F. Troni Pena, filed herewith
|
|
|
|
|
10.3
|
Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of January 19, 2016, by and among the Registrant, Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto, filed herewith.
|
|
|
|
|
10.4
|
Amendment No. 1 to the Credit Agreement, dated as of January 19, 2016, among Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent, filed herewith.
|
|
|
|
|
10.5*
|
Snyder’s-Lance, Inc. 2016 Key Employee Incentive Plan, incorporated herein by reference to Annex A attached to the Registrant’s Definitive Proxy Statement filed on April 1, 2016 (File No. 0-398).
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
32
|
Certification pursuant to Rule 13a-14(b), as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
|
|
101
|
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to the Condensed Consolidated Financial Statements.
|
|
SNYDER’S-LANCE, INC.
|
||
|
|
|
|
|
|
|
|
Date: May 12, 2016
|
By:
|
|
/s/ Rick D. Puckett
|
|
|
|
Rick D. Puckett
|
|
|
|
Executive Vice President and Chief Financial Officer
|
STATE OF NORTH CAROLINA
|
|
|
EXECUTIVE SEVERANCE AGREEMENT
|
COUNTY OF MECKLENBURG
|
|
1.
|
Definitions.
Capitalized terms used in this Agreement that are not otherwise defined herein shall have the following meanings:
|
(a)
|
“
Affiliate
” with reference to the Company means any Person that directly or indirectly is controlled by, or is under common control with, the Company, including each subsidiary of the Company. For purposes of this definition the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
|
(b)
|
“
Base Salary
” means, at any time, the then regular annual rate of pay which Executive is receiving as annual salary, excluding amounts (i) designated by the Company as payment toward reimbursement of expenses or (ii) received under incentive or other bonus plans, regardless of whether or not the amounts are deferred.
|
(c)
|
“
Business
” means (i) the snack food industry and (ii) the business(es) in which the Company or its Affiliates are or were engaged at the time of, or during the 12 month period prior to, the Termination Date.
|
(d)
|
“
Cause
” means:
|
(i)
|
Executive’s failure to devote his best efforts and substantially full time during normal business hours to the discharge of the duties and responsibilities of Executive’s position reasonably assigned to him, other than during reasonable periods of
|
|
1
|
|
(ii)
|
A material and willful breach of Executive’s fiduciary duties to the Company and its stockholders; or
|
(iii)
|
In connection with the discharge of Executive’s duties with the Company, one or more material acts of fraud or dishonesty or gross abuse of authority; or
|
(iv)
|
Executive’s commission of any willful act involving moral turpitude which materially and adversely affects (A) the name and goodwill of the Company or (B) the Company’s relationship with its employees, customers or suppliers; or
|
(v)
|
Executive’s habitual and intemperate use of alcohol or drugs to the extent that the same materially interferes with Executive’s ability to competently, diligently and substantially perform the duties of his employment.
|
(e)
|
“
Company Employee
” means any Person who is or was an employee of the Company or its Affiliates at the time of, or during the 12 month period prior to, the Termination Date.
|
(f)
|
“
Competitive Position
” means any employment with or service to be performed outside of California (whether as owner, member, manager, lender, partner, shareholder, consultant, agent, employee, co-venturer, or otherwise) for a Competitor in which Executive (A) will use or disclose or could reasonably be expected to use or disclose any Confidential Information or Trade Secrets (as defined below) for the purpose of providing, or attempting to provide, such Competitor with a competitive advantage in the Business; (B) will hold a position, will have duties, or will perform or be expected to perform services for such Competitor, that is or are the same as or substantially similar to the position held by Executive with the Company or those duties or services actually performed by Executive for the Company in connection with the provision of Services by the Company, or (C) will otherwise engage in the Business or market, sell or provide Products or Services in competition with the Company.
|
(g)
|
“
Competitor
” means any third-party (A) whose business is the same as or substantially similar to the Business or major segment thereof, or (B) who owns or operates, intends to own or operate, or is preparing to own or operate a subsidiary, affiliate, or business line or business segment whose business is or is expected to be the same as or substantially similar to the Business or major segment thereof provided, however, that the term competitor shall not include the parent Company of a separate subsidiary or affiliate, which subsidiary or affiliate would be deemed to be doing business in competition with the Company so long as the Business of the Parent corporation of such subsidiary or affiliate is engaged in business separate and apart from that of its subsidiary or affiliate.
|
(i)
|
“
Customer
” means any Person who is or was a customer or client of the Company or its Affiliates at the time of, or during the 12 month period prior to, the Termination Date.
|
|
2
|
|
(j)
|
“
Effective Date
” means the date of this Agreement.
|
(k)
|
“
Good Reason
” means the occurrence of any one or more of the following, without Executive’s prior express written consent:
|
(i)
|
A material reduction by the Company of Executive’s Base Salary in effect on the date hereof, or as the same shall be increased from time to time; or
|
(ii)
|
The assignment of Executive to duties materially inconsistent with Executive’s authorities, duties, responsibilities, and status as an officer of the Company, or a material reduction or alteration in the nature or status of Executive’s title, authorities, duties or responsibilities from those in effect as the Effective Date.
|
(l)
|
“
Person
” means any individual, corporation, association, partnership, business trust, joint stock company, limited liability company, foundation, trust, estate or other entity or organization of whatever nature.
|
(m)
|
“
Products and Services
” means (i) snack foods and (ii) the products and/or services offered by the Company or its Affiliates at the time of, or during the 12 month period prior to, the Termination Date.
|
(n)
|
“
Representative
” of a Person means (i) a shareholder, director, officer, member, manager, partner, joint venturer, owner, employee, agent, broker, representative, independent contractor, consultant, advisor, licensor or licensee of, for, to or with such Person, (ii) an investor in such Person or a lender (irrespective of whether interest is charged) to such Person or (iii) any Person acting for, on behalf of or together with such Person.
|
(o)
|
“
Restricted Period
” means the period commencing on the Termination Date and ending twelve (12) full calendar months following the Termination Date.
|
(p)
|
“
Restricted Territory
” means (i) North Carolina, (ii) Massachusetts, (iii) Georgia, (iv) South Carolina, (v) Florida, (vi) Pennsylvania, (vii) any other State in which the Company or its Affiliates does or did business at the time of, or during the 12 month period prior to, the Termination Date, and (viii) the United States of America.
|
(q)
|
“
Section 409A
” means Section 409A of the Internal Revenue Code of 1986, as amended, and includes any valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.
|
|
3
|
|
(r)
|
“
Termination Date
” means the date of Executive’s Termination of Employment, regardless of the date, cause, or manner of that termination.
|
(s)
|
“
Termination of Employment
” means any termination of Executive’s employment with either the Company or any successor to the Company that acquires all or substantially all of the business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise); provided, however, no termination of Executive’s employment shall be deemed to have occurred by reason of such an acquisition unless there is either (i) a termination of Executive’s employment with both the Company and such successor or (ii) a termination of Executive’s employment with the Company and no successive employment by such successor. For purposes of this Agreement, whether a Termination of Employment has occurred shall be determined consistent with the requirements of Section 409A.
|
2.
|
Term of Agreement.
|
(a)
|
This Agreement will commence on the Effective Date and shall continue in effect until the third anniversary of the Effective Date (the “Initial Term”).
|
(b)
|
The Initial Term of this Agreement automatically shall be extended for one additional year at the end of the Initial Term, and then again after each successive one (1) year period thereafter (each such one (1) year period following the Initial Term being hereinafter referred to as a “Successive Period”). However, either party may terminate this Agreement effective at the end of the Initial Term or at the end of any Successive Period thereafter (the “Expiration Date”) by giving the other party written notice of such termination and intent not to renew, delivered at least one (1) year prior to the Expiration Date. If such notice is properly delivered by either party, this Agreement, along with all corresponding rights, duties, and covenants shall automatically expire on the Expiration Date; provided, however, that Executive’s obligations under Sections 6 through 10 hereof shall survive the termination of this Agreement.
|
3.
|
Severance Benefits Upon Involuntary Termination of Employment by the Company Without Cause or Termination of Employment by Executive with Good Reason.
In the event of Termination of Employment of Executive which is (a) involuntary on Executive’s part and without Cause, or (b) by Executive for Good Reason, and contingent upon (1) execution by Executive of a full release of claims, in a form satisfactory to the Company and Executive not revoking that release, or (c) the death or disability of the Executive while employed, and (2) Executive’s agreeing to comply and in fact fully complying with the covenants set forth in Sections 6 through 11 hereof, the Company shall pay to or provide Executive with the following:
|
(a)
|
A single cash payment in an amount equal to Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date.
|
(b)
|
Eighteen substantially equal monthly cash payments in an aggregate amount equal to 1.5 multiplied by the sum of (i) Executive’s Base Salary in effect on the Termination Date plus (ii) the amount of Executive’s then-current target bonus opportunity established under the Company’s Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, in effect on the Termination Date, which payments shall commence on or about the sixtieth (60
th
) day after the Termination Date.
|
(c)
|
A single cash payment in an amount equal to the annual incentive award and any outstanding long-term performance awards based on actual performance for the applicable performance
|
|
4
|
|
(d)
|
Indemnification of Executive from any claims asserted against Executive arising out of the prior performance of Executive’s duties with the Company or its Affiliates to the same extent as the Company indemnifies retired officers or directors of the Company.
|
(e)
|
One year of outplacement assistance with a mutually agreeable provider for an amount not exceeding 10% of Executive’s Base Salary, provided that Executive must initiate such services within the three (3) month period following the Termination Date. In the event Executive elects not to receive the outplacement services as provided herein, no amount will be payable to Executive under this Section 3(e).
|
(f)
|
Any outstanding, unvested stock options, restricted stock or other equity compensation awards shall vest upon the Termination Date only as provided in each stock option, restricted stock or other equity compensation award agreement between the Company and Executive; provided, however, that any vested, unexercised stock options shall remain exercisable for at least one year following the Termination Date (not to exceed the original expiration date of the stock option). The post-employment exercisability provisions contained in the foregoing sentence shall control, notwithstanding more restrictive post-employment exercisability provisions in any stock option award agreement between the Company and Executive.
|
4.
|
Other Termination of Employment.
Executive shall not be entitled to any payments or benefits under Section 3, upon the Termination of Employment for any reason other than as set forth in Section 3 hereof, including without limitation, the following:
|
(a)
|
Any Termination of Employment which is voluntary on the part of Executive without good reason,
|
(b)
|
Any Termination of Employment for Cause
|
5.
|
Mitigation.
In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as a result of employment by another employer.
|
6.
|
Representations and Acknowledgements Concerning Restrictive Covenants.
In consideration for the Company’s willingness to enter into this Agreement and to provide the severance benefits set forth in this Agreement under its terms and conditions, Executive agrees not to engage in any activities competitive with the Company or its Affiliates as set forth below.
|
|
5
|
|
7.
|
Covenant Not to Compete.
|
(a)
|
To the fullest extent permitted by any applicable state law, Executive agrees that during Executive’s employment with the Company, and for the full duration of the Restricted Period following Termination of Employment, Executive shall not, without the prior written consent of the Company, directly or indirectly, obtain or hold a Competitive Position with a Competitor in the Restricted Territory, as these terms are defined herein.
|
(b)
|
Executive shall be deemed to be in a Competitive Position with a Competitor, in the Restricted Territory, if Executive obtains or holds a Competitive Position with a Competitor that conducts its business within the Restricted Territory (and Executive’s responsibilities relate to that Competitor’s business in the Restricted Territory), even if Executive’s residence or principal place of work (other than California) is not within the Restricted Territory.
|
(c)
|
Notwithstanding the foregoing, Executive may, as a passive investor, own capital stock of a publicly held corporation, which is actively traded in the over-the-counter market or is listed and traded on a national securities exchange, which constitutes or is affiliated with a Competitor, so long as Executive’s ownership is not in excess of five percent (5%) of the total outstanding capital stock of the Competitor.
|
8.
|
Non-Solicitation / No Interference Provisions.
|
|
6
|
|
(a)
|
Customers and Other Business Partners.
Executive understands and agrees that the Company’s goodwill and established relationships between the Company and each of its Customers, and potential customers, and its licensors, licensees, suppliers, vendors, contractors, subcontractors, and consultants related to the Business (collectively, the “
Partners
”) constitute valuable assets of the Company, and may not be misappropriated for Executive’s own use or benefit or for the use or benefit of any other third-party. Accordingly, Executive hereby agrees that during Executive’s employment with the Company and for the full duration of the Restricted Period following Termination of Employment, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or on behalf of any other third-party:
|
(i)
|
call-on, solicit, divert, take away or attempt to call-on, solicit, divert, or take away any of the Partners (1) with whom or with which Executive had communications on the Company’s behalf about the Partner’s existing or potential business relationship with the Company with respect to the Business; (2) whose business dealings with the Company are or were managed or supervised by Executive as part of his duties for the Company; or (3) about whom or about which Executive obtained Confidential Information or Trade Secrets solely as a result of Executive’s employment with the Company; or
|
(ii)
|
interfere or engage in any conduct that would otherwise have the effect of interfering, in any manner with the business relationship between the Company and any of the Partners, including, but not limited to, urging or inducing, or attempting to urge or induce, any Partner to terminate its relationship with the Company or to cancel, withdraw, reduce, limit, or modify in any manner such Partner’s business or relationship with the Company.
|
(b)
|
Company Employees.
Executive understands and agrees that the relationship between the Company and Company Employees constitutes a valuable asset of the Company and such assets may not be converted to Executive’s own use or benefit or for the use or benefit of any other third-party. Accordingly, Executive hereby agrees that during Executive’s employment with the Company and for the full duration of the Restricted Period following Termination of Employment, Executive shall not, without the Company’s prior written consent, directly or indirectly, solicit or recruit for employment; attempt to solicit or recruit for employment; or attempt to hire or accept as an employee, consultant, contractor, or otherwise, any Company Employee.
|
9.
|
Enforcement of Restrictive Covenants.
Notwithstanding any other provision of this Agreement, in the event of Executive’s actual or threatened breach of any provision of Sections 7 and 8 hereof, the Company shall be entitled to an injunction restraining Executive from such breach or threatened breach, it being agree that any breach or threatened breach of these restrictive covenants would cause immediate and irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Nothing herein shall be construed as prohibiting the Company from pursuing any other equitable or legal remedies for such breach or threatened breach, including the recovery of monetary damages from Executive pursuant to Section 14 below.
|
10.
|
Confidential Information and Company Property.
|
(a)
|
Executive and the Company recognize that due to the nature of Executive’s employment and Executive’s relationship with the Company, Executive has had access to, has acquired, or has assisted in developing confidential and proprietary information relating to the
|
|
7
|
|
(b)
|
Executive recognizes and acknowledges that, unless otherwise available to the public, or otherwise generally known to the public,
|
(i)
|
all information relating to the business, technology, financial, marketing, sales, strategic planning, methods, processes and manufacturing operations of the Company, and
|
(ii)
|
all information of a technical or proprietary nature made available to the Company and its employees by customers, suppliers and vendors on a confidential basis in order to foster and facilitate the operation and success of the Company in conducting business,
|
(iii)
|
as such information may exist from time to time (hereinafter collectively referred to as “
Confidential Information
”), and whether in electronic, print or other form, all copies, compilations, notes, or other reproductions thereof are valuable, special and unique assets of the Company.
|
(c)
|
Executive therefore agrees that Executive shall not disclose any Confidential Information or any part thereof to any Person not employed by or affiliated with the Company for any reason or purpose whatsoever and shall not use such Confidential Information except on behalf of the Company at any time during the term of Executive’s employment with the Company, or at any time during the three (3) year period which immediately follows the Termination Date.
|
(d)
|
In addition, throughout the term of this Agreement and at all times after the Termination Date, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, not employed by or affiliated with the Company for any reason or purpose whatsoever and shall not make use of any Trade Secret, except on behalf of the Company. For purposes of this Agreement, the term “
Trade Secret
” means any item of Confidential Information that constitutes a trade secret of the Company under the common law or statutory law of the state in which the Employee is domiciled. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Employee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices.
|
(e)
|
It is hereby acknowledged and agreed that any breach or threatened breach of the provisions of this Section 10 would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company shall be entitled to an injunction restraining Executive from disclosing, in whole or in part, any such Confidential Information or Trade Secrets, and, further, an injunction restraining Executive from accepting any employment with or rendering any services to any such person, firm, corporation, association or other entity to whom any such Confidential Information or Trade Secrets, in whole or in part, has been disclosed or is threatened to be disclosed.
|
(f)
|
Nothing contained herein shall be construed as prohibiting the Company from pursuing any other equitable or legal remedies for any such breach or threatened breach, including
|
|
8
|
|
(g)
|
Executive represents that upon Termination of Employment, Executive will return to the Company all property of the Company, including all Confidential Information, which is now or may hereafter come into his possession.
|
11.
|
Additional Post-Termination Covenants.
|
(a)
|
Upon Termination of Employment hereunder, regardless of the date, cause, or manner of such termination, Executive shall resign and does resign from all positions as an officer of the Company and from any other positions with the Company, with such resignations to be effective upon the Termination Date.
|
(b)
|
From and after the Termination Date, Executive agrees not to make any statements to the Company’s employees, customers, vendors, or suppliers or to any public or media source, whether written or oral, regarding Executive’s employment hereunder or termination from the Company’s employment, except as may be approved in writing by an executive officer of the Company in advance. Executive further agrees not to make any statement (including to any media source, or to the Company’s suppliers, customers or employees) or take any action that would disrupt, impair, embarrass, harm or affect adversely the Company or any of the employees, officers, directors, or customers of the Company or place the Company or such individuals in any negative light.
|
(c)
|
Executive agrees to make himself available at reasonable times during normal business hours and upon reasonable notice to consult with and provide assistance and cooperation to the Company from time to time, as necessary, regarding management transition, licensing issues, pending and potential disputes, claims, litigation, and other matters relating to the Company’s corporate or professional liabilities. Executive’s assistance and cooperation in litigation matters shall include, but not be limited to, as requested by the Company, providing informal interviews with the Company or its representatives; supplying affidavits; and appearing at and providing truthful testimony in depositions, hearings, arbitrations, administrative proceedings and trials. Executive agrees to notify the Company in the event he is contacted by opposing counsel in any lawsuit naming the Company as a defendant.
|
12.
|
Adjustments to Payments.
|
(a)
|
Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise
|
|
9
|
|
(b)
|
All determinations required to be made under this Section 12, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and to Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive.
|
13.
|
Employment Taxes and Withholdings.
Executive acknowledges and agrees that the Company shall withhold from the payments and benefits described in this Agreement all taxes, including income and employment taxes, required to be so deducted or withheld under applicable law.
|
14.
|
Forfeiture of Severance Benefits.
In the event that Executive violates the terms of this Agreement, including but not limited to the provisions of Sections 6, 7, 8, 10 and 11, then Executive shall forfeit any benefit to which Executive may be entitled pursuant to Section 3 hereof, and, within 30 days of a written request of the Company, shall reimburse the Company for any benefit paid to Executive hereunder.
|
15.
|
Applicable Law.
This Agreement is made and executed with the intention that the construction, interpretation and validity hereof shall be determined in accordance with and governed by the laws of the State of North Carolina, without giving any effect to choice or conflict of law principles of any jurisdiction.
|
16.
|
Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns. This Agreement shall be binding upon and inure to the benefit of Executive, his heirs, executors and administrators.
|
17.
|
Survival.
To the extent that it is necessary or advisable for the provisions of this Agreement to survive the termination of Executive’s employment, in order to carry out the full intent and purpose thereof, the same shall survive such termination, regardless of the date, cause or manner of such termination, such provisions to include, without limitation, Sections 6, 7 and 8 hereof.
|
|
10
|
|
18.
|
Compliance With Section 409A.
To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced until six months after Executive’s Termination Date. Lump sum payments will be made, without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due during the six-month delay will be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the remaining installments will be paid in accordance with the original schedule. For purposes of Section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject to, or exempt from compliance with, the requirements of Section 409A. In any event, the Company makes no representations or warranty and will have no liability to Executive or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of Section 409A.
|
19.
|
Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all prior or contemporaneous oral or written agreements and understandings between them with respect to the subject matter hereof.
|
|
|
|
|
|
SNYDER’S-LANCE, INC.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kevin A. Henry
|
|
|
|
|
|
|
|
Kevin A. Henry
|
|
|
|
|
|
|
|
Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Carl E. Lee, Jr.
|
|
|
|
|
|
|
|
Carl E. Lee, Jr.
|
|
|
|
|
|
|
|
|
|
|
11
|
|
STATE OF NORTH CAROLINA
|
|
|
FORM OF EXECUTIVE SEVERANCE AGREEMENT
|
COUNTY OF MECKLENBURG
|
|
1.
|
Definitions.
Capitalized terms used in this Agreement that are not otherwise defined herein shall have the following meanings:
|
(a)
|
“
Affiliate
” with reference to the Company means any Person that directly or indirectly is controlled by, or is under common control with, the Company, including each subsidiary of the Company. For purposes of this definition the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
|
(b)
|
“
Base Salary
” means, at any time, the then regular annual rate of pay which Executive is receiving as annual salary, excluding amounts (i) designated by the Company as payment toward reimbursement of expenses or (ii) received under incentive or other bonus plans, regardless of whether or not the amounts are deferred.
|
(c)
|
“
Business
” means (i) the snack food industry and (ii) the business(es) in which the Company or its Affiliates are or were engaged at the time of, or during the 12 month period prior to, the Termination Date.
|
(d)
|
“
Cause
” means:
|
(i)
|
Executive’s failure to devote his best efforts and substantially full time during normal business hours to the discharge of the duties and responsibilities of Executive’s position reasonably assigned to him, other than during reasonable periods of
|
(ii)
|
A material and willful breach of Executive’s fiduciary duties to the Company and its stockholders; or
|
(iii)
|
In connection with the discharge of Executive’s duties with the Company, one or more material acts of fraud or dishonesty or gross abuse of authority; or
|
(iv)
|
Executive’s commission of any willful act involving moral turpitude which materially and adversely affects (A) the name and goodwill of the Company or (B) the Company’s relationship with its employees, customers or suppliers; or
|
(v)
|
Executive’s habitual and intemperate use of alcohol or drugs to the extent that the same materially interferes with Executive’s ability to competently, diligently and substantially perform the duties of his employment.
|
(e)
|
“
Company Employee
” means any Person who is or was an employee of the Company or its Affiliates at the time of, or during the 12 month period prior to, the Termination Date.
|
(f)
|
“
Competitive Position
” means any employment with or service to be performed outside of California (whether as owner, member, manager, lender, partner, shareholder, consultant, agent, employee, co-venturer, or otherwise) for a Competitor in which Executive (A) will use or disclose or could reasonably be expected to use or disclose any Confidential Information or Trade Secrets (as defined below) for the purpose of providing, or attempting to provide, such Competitor with a competitive advantage in the Business; (B) will hold a position, will have duties, or will perform or be expected to perform services for such Competitor, that is or are the same as or substantially similar to the position held by Executive with the Company or those duties or services actually performed by Executive for the Company in connection with the provision of Services by the Company, or (C) will otherwise engage in the Business or market, sell or provide Products or Services in competition with the Company.
|
(g)
|
“
Competitor
” means any third-party (A) whose business is the same as or substantially similar to the Business or major segment thereof, or (B) who owns or operates, intends to own or operate, or is preparing to own or operate a subsidiary, affiliate, or business line or business segment whose business is or is expected to be the same as or substantially similar to the Business or major segment thereof.
|
(h)
|
“
Customer
” means any Person who is or was a customer or client of the Company or its Affiliates at the time of, or during the 12 month period prior to, the Termination Date.
|
(i)
|
“
Effective Date
” means the date of this Agreement.
|
(j)
|
“
Good Reason
” means the occurrence of any one or more of the following, without Executive’s prior express written consent:
|
|
2
|
|
(i)
|
A material reduction by the Company of Executive’s Base Salary in effect on the date hereof, or as the same shall be increased from time to time;
|
(ii)
|
The assignment of Executive to duties materially inconsistent with Executive’s authorities, duties, responsibilities, and status as an officer of the Company, or a material reduction or alteration in the nature or status of Executive’s title, authorities, duties or responsibilities from those in effect as the Effective Date; or
|
(iii)
|
The Company’s requiring Executive to be based at a location in excess of fifty (50) miles from the location of Executive’s principal job location or office in effect on the Effective Date, except for required travel on the Company’s business to an extent consistent with Executive’s then present business travel obligations.
|
(k)
|
“
Person
” means any individual, corporation, association, partnership, business trust, joint stock company, limited liability company, foundation, trust, estate or other entity or organization of whatever nature.
|
(l)
|
“
Products and Services
” means (i) snack foods and (ii) the products and/or services offered by the Company or its Affiliates at the time of, or during the 12 month period prior to, the Termination Date.
|
(m)
|
“
Representative
” of a Person means (i) a shareholder, director, officer, member, manager, partner, joint venturer, owner, employee, agent, broker, representative, independent contractor, consultant, advisor, licensor or licensee of, for, to or with such Person, (ii) an investor in such Person or a lender (irrespective of whether interest is charged) to such Person or (iii) any Person acting for, on behalf of or together with such Person.
|
(n)
|
“
Restricted Period
” means the period commencing on the Termination Date and ending eighteen (18) full calendar months following the Termination Date.
|
(o)
|
“
Restricted Territory
” means (i) North Carolina, (ii) Massachusetts, (iii) Georgia, (iv) South Carolina, (v) Florida, (vi) Pennsylvania, (vii) any other State in which the Company or its Affiliates does or did business at the time of, or during the 12 month period prior to, the Termination Date, and (viii) the United States of America.
|
(p)
|
“
Section 409A
” means Section 409A of the Internal Revenue Code of 1986, as amended, and includes any valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.
|
|
3
|
|
(q)
|
“
Termination Date
” means the date of Executive’s Termination of Employment, regardless of the date, cause, or manner of that termination.
|
(r)
|
“
Termination of Employment
” means any termination of Executive’s employment with either the Company or any successor to the Company that acquires all or substantially all of the business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise); provided, however, no termination of Executive’s employment shall be deemed to have occurred by reason of such an acquisition unless there is either (i) a termination of Executive’s employment with both the Company and such successor or (ii) a termination of Executive’s employment with the Company and no successive employment by such successor. For purposes of this Agreement, whether a Termination of Employment has occurred shall be determined consistent with the requirements of Section 409A.
|
2.
|
Term of Agreement.
|
(a)
|
This Agreement will commence on the Effective Date and shall continue in effect until the third anniversary of the Effective Date (the “Initial Term”).
|
(b)
|
The Initial Term of this Agreement automatically shall be extended for one additional year at the end of the Initial Term, and then again after each successive one (1) year period thereafter (each such one (1) year period following the Initial Term being hereinafter referred to as a “Successive Period”). However, either party may terminate this Agreement effective at the end of the Initial Term or at the end of any Successive Period thereafter (the “Expiration Date”) by giving the other party written notice of such termination and intent not to renew, delivered at least one (1) year prior to the Expiration Date. If such notice is properly delivered by either party, this Agreement, along with all corresponding rights, duties, and covenants shall automatically expire on the Expiration Date; provided, however, that Executive’s obligations under Sections 6 through 10 hereof shall survive the termination of this Agreement.
|
3.
|
Severance Benefits Upon Involuntary Termination of Employment by the Company Without Cause or Termination of Employment by Executive with Good Reason.
In the event of Termination of Employment of Executive which is (a) involuntary on Executive’s part and without Cause, or (b) by Executive for Good Reason, and contingent upon (1) execution by Executive of a full release of claims, in a form satisfactory to the Company and Executive not revoking that release, and (2) Executive’s agreeing to comply and in fact fully complying with the covenants set forth in Sections 6 through 11 hereof, the Company shall pay to or provide Executive with the following:
|
(a)
|
A single cash payment in an amount equal to Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to Executive through the Termination Date.
|
(b)
|
Twelve substantially equal monthly cash payments in an aggregate amount equal to 1.0 multiplied by the sum of (i) Executive’s Base Salary in effect on the Termination Date plus (ii) the amount of Executive’s then-current target bonus opportunity established under the Company’s Annual Corporate Performance Incentive Plan for Officers (or any successor plan thereto), if any, in effect on the Termination Date, which payments shall commence on or about the sixtieth (60
th
) day after the Termination Date.
|
(c)
|
A single cash payment in an amount equal to the annual incentive award and any outstanding long-term performance awards based on actual performance for the applicable performance period and pro rated for the number of days completed in the applicable performance period
|
|
4
|
|
(d)
|
Indemnification of Executive from any claims asserted against Executive arising out of the prior performance of Executive’s duties with the Company or its Affiliates to the same extent as the Company indemnifies retired officers or directors of the Company.
|
(e)
|
One year of outplacement assistance with a mutually agreeable provider for an amount not exceeding 10% of Executive’s Base Salary, provided that Executive must initiate such services within the three (3) month period following the Termination Date. In the event Executive elects not to receive the outplacement services as provided herein, no amount will be payable to Executive under this Section 3(e).
|
(f)
|
Any outstanding, unvested stock options, restricted stock or other equity compensation awards shall vest upon the Termination Date only as provided in each stock option, restricted stock or other equity compensation award agreement between the Company and Executive; provided, however, that any vested, unexercised stock options shall remain exercisable for at least one year following the Termination Date (not to exceed the original expiration date of the stock option). The post-employment exercisability provisions contained in the foregoing sentence shall control, notwithstanding more restrictive post-employment exercisability provisions in any stock option award agreement between the Company and Executive.
|
4.
|
Other Termination of Employment.
Executive shall not be entitled to any payments or benefits under Section 3, upon the Termination of Employment for any reason other than as set forth in Section 3 hereof, including without limitation, the following:
|
(a)
|
Any Termination of Employment which is voluntary on the part of Executive without Good Reason; or
|
(b)
|
Any Termination of Employment for Cause; or
|
(c)
|
Any Termination of Employment which is the result of the death or disability of Executive.
|
5.
|
Mitigation.
In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as a result of employment by another employer.
|
6.
|
Representations and Acknowledgements Concerning Restrictive Covenants.
In consideration for the Company’s willingness to enter into this Agreement and to provide the severance benefits set forth in this Agreement under its terms and conditions, Executive agrees not to engage in any activities competitive with the Company or its Affiliates as set forth below.
|
|
5
|
|
7.
|
Covenant Not to Compete.
|
(a)
|
To the fullest extent permitted by any applicable state law, Executive agrees that during Executive’s employment with the Company, and for the full duration of the Restricted Period following Termination of Employment, Executive shall not, without the prior written consent of the Company, directly or indirectly, obtain or hold a Competitive Position with a Competitor in the Restricted Territory, as these terms are defined herein.
|
(b)
|
Executive shall be deemed to be in a Competitive Position with a Competitor, in the Restricted Territory, if Executive obtains or holds a Competitive Position with a Competitor that conducts its business within the Restricted Territory (and Executive’s responsibilities relate to that Competitor’s business in the Restricted Territory), even if Executive’s residence or principal place of work (other than California) is not within the Restricted Territory.
|
(c)
|
Notwithstanding the foregoing, Executive may, as a passive investor, own capital stock of a publicly held corporation, which is actively traded in the over-the-counter market or is listed and traded on a national securities exchange, which constitutes or is affiliated with a Competitor, so long as Executive’s ownership is not in excess of five percent (5%) of the total outstanding capital stock of the Competitor.
|
8.
|
Non-Solicitation / No Interference Provisions.
|
|
6
|
|
(a)
|
Customers and Other Business Partners.
Executive understands and agrees that the Company’s goodwill and established relationships between the Company and each of its Customers, and potential customers, and its licensors, licensees, suppliers, vendors, contractors, subcontractors, and consultants related to the Business (collectively, the “
Partners
”) constitute valuable assets of the Company, and may not be misappropriated for Executive’s own use or benefit or for the use or benefit of any other third-party. Accordingly, Executive hereby agrees that during Executive’s employment with the Company and for the full duration of the Restricted Period following Termination of Employment, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or on behalf of any other third-party:
|
(i)
|
call-on, solicit, divert, take away or attempt to call-on, solicit, divert, or take away any of the Partners (1) with whom or with which Executive had communications on the Company’s behalf about the Partner’s existing or potential business relationship with the Company with respect to the Business; (2) whose business dealings with the Company are or were managed or supervised by Executive as part of his duties for the Company; or (3) about whom or about which Executive obtained Confidential Information or Trade Secrets solely as a result of Executive’s employment with the Company; or
|
(ii)
|
interfere or engage in any conduct that would otherwise have the effect of interfering, in any manner with the business relationship between the Company and any of the Partners, including, but not limited to, urging or inducing, or attempting to urge or induce, any Partner to terminate its relationship with the Company or to cancel, withdraw, reduce, limit, or modify in any manner such Partner’s business or relationship with the Company.
|
(b)
|
Company Employees.
Executive understands and agrees that the relationship between the Company and Company Employees constitutes a valuable asset of the Company and such assets may not be converted to Executive’s own use or benefit or for the use or benefit of any other third-party. Accordingly, Executive hereby agrees that during Executive’s employment with the Company and for the full duration of the Restricted Period following Termination of Employment, Executive shall not, without the Company’s prior written consent, directly or indirectly, solicit or recruit for employment; attempt to solicit or recruit for employment; or attempt to hire or accept as an employee, consultant, contractor, or otherwise, any Company Employee.
|
9.
|
Enforcement of Restrictive Covenants.
Notwithstanding any other provision of this Agreement, in the event of Executive’s actual or threatened breach of any provision of Sections 7 and 8 hereof, the Company shall be entitled to an injunction restraining Executive from such breach or threatened breach, it being agreed that any breach or threatened breach of these restrictive covenants would cause immediate and irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Nothing herein shall be construed as prohibiting the Company from pursuing any other equitable or legal remedies for such breach or threatened breach, including the recovery of monetary damages from Executive pursuant to Section 14 below.
|
10.
|
Confidential Information and Company Property.
|
(a)
|
Executive and the Company recognize that due to the nature of Executive’s employment and Executive’s relationship with the Company, Executive has had access to, has acquired, or has assisted in developing confidential and proprietary information relating to the
|
|
7
|
|
(b)
|
Executive recognizes and acknowledges that, unless otherwise available to the public, or otherwise generally known to the public,
|
(i)
|
all information relating to the business, technology, financial, marketing, sales, strategic planning, methods, processes and manufacturing operations of the Company, and
|
(ii)
|
all information of a technical or proprietary nature made available to the Company and its employees by customers, suppliers and vendors on a confidential basis in order to foster and facilitate the operation and success of the Company in conducting business,
|
(iii)
|
as such information may exist from time to time (hereinafter collectively referred to as “
Confidential Information
”), and whether in electronic, print or other form, all copies, compilations, notes, or other reproductions thereof are valuable, special and unique assets of the Company.
|
(c)
|
Executive therefore agrees that Executive shall not disclose any Confidential Information or any part thereof to any Person not employed by or affiliated with the Company for any reason or purpose whatsoever and shall not use such Confidential Information except on behalf of the Company at any time during the term of Executive’s employment with the Company, or at any time during the three (3) year period which immediately follows the Termination Date.
|
(d)
|
In addition, throughout the term of this Agreement and at all times after the Termination Date, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, not employed by or affiliated with the Company for any reason or purpose whatsoever and shall not make use of any Trade Secret, except on behalf of the Company. For purposes of this Agreement, the term “
Trade Secret
” means any item of Confidential Information that constitutes a trade secret of the Company under the common law or statutory law of the state in which the Employee is domiciled. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Employee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices.
|
(e)
|
It is hereby acknowledged and agreed that any breach or threatened breach of the provisions of this Section 10 would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company shall be entitled to an injunction restraining Executive from disclosing, in whole or in part, any such Confidential Information or Trade Secrets, and, further, an injunction restraining Executive from accepting any employment with or rendering any services to any such person, firm, corporation, association or other entity to whom any such Confidential Information or Trade Secrets, in whole or in part, has been disclosed or is threatened to be disclosed.
|
(f)
|
Nothing contained herein shall be construed as prohibiting the Company from pursuing any other equitable or legal remedies for any such breach or threatened breach, including
|
|
8
|
|
(g)
|
Executive represents that upon Termination of Employment, Executive will return to the Company all property of the Company, including all Confidential Information, which is now or may hereafter come into his possession.
|
11.
|
Additional Post-Termination Covenants.
|
(a)
|
Upon Termination of Employment hereunder, regardless of the date, cause, or manner of such termination, Executive shall resign and does resign from all positions as an officer of the Company and from any other positions with the Company, with such resignations to be effective upon the Termination Date.
|
(b)
|
From and after the Termination Date, Executive agrees not to make any statements to the Company’s employees, customers, vendors, or suppliers or to any public or media source, whether written or oral, regarding Executive’s employment hereunder or termination from the Company’s employment, except as may be approved in writing by an executive officer of the Company in advance. Executive further agrees not to make any statement (including to any media source, or to the Company’s suppliers, customers or employees) or take any action that would disrupt, impair, embarrass, harm or affect adversely the Company or any of the employees, officers, directors, or customers of the Company or place the Company or such individuals in any negative light.
|
(c)
|
Executive agrees to make himself available at reasonable times during normal business hours and upon reasonable notice to consult with and provide assistance and cooperation to the Company from time to time, as necessary, regarding management transition, licensing issues, pending and potential disputes, claims, litigation, and other matters relating to the Company’s corporate or professional liabilities. Executive’s assistance and cooperation in litigation matters shall include, but not be limited to, as requested by the Company, providing informal interviews with the Company or its representatives; supplying affidavits; and appearing at and providing truthful testimony in depositions, hearings, arbitrations, administrative proceedings and trials. Executive agrees to notify the Company in the event he is contacted by opposing counsel in any lawsuit naming the Company as a defendant.
|
12.
|
Adjustments to Payments.
|
(a)
|
Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise
|
|
9
|
|
(b)
|
All determinations required to be made under this Section 12, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and to Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive.
|
13.
|
Employment Taxes and Withholdings.
Executive acknowledges and agrees that the Company shall withhold from the payments and benefits described in this Agreement all taxes, including income and employment taxes, required to be so deducted or withheld under applicable law.
|
14.
|
Forfeiture of Severance Benefits.
In the event that Executive violates the terms of this Agreement, including but not limited to the provisions of Sections 6, 7, 8, 10 and 11, then Executive shall forfeit any benefit to which Executive may be entitled pursuant to Section 3 hereof, and, within 30 days of a written request of the Company, shall reimburse the Company for any benefit paid to Executive hereunder.
|
15.
|
Applicable Law.
This Agreement is made and executed with the intention that the construction, interpretation and validity hereof shall be determined in accordance with and governed by the laws of the State of North Carolina, without giving any effect to choice or conflict of law principles of any jurisdiction.
|
16.
|
Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns. This Agreement shall be binding upon and inure to the benefit of Executive, his heirs, executors and administrators.
|
17.
|
Survival.
To the extent that it is necessary or advisable for the provisions of this Agreement to survive the termination of Executive’s employment, in order to carry out the full intent and purpose thereof, the same shall survive such termination, regardless of the date, cause or manner of such termination, such provisions to include, without limitation, Section 6, 7 and 8 hereof.
|
|
10
|
|
18.
|
Compliance With Section 409A.
To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced until six months after Executive’s Termination Date. Lump sum payments will be made, without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due during the six-month delay will be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the remaining installments will be paid in accordance with the original schedule. For purposes of Section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject to, or exempt from compliance with, the requirements of Section 409A. In any event, the Company makes no representations or warranty and will have no liability to Executive or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of Section 409A.
|
19.
|
Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all prior or contemporaneous oral or written agreements and understandings between them with respect to the subject matter hereof.
|
|
11
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
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
|
|
Amendment No. 4 to Amended and Restated Credit Agreement
|
|
|
|
|
|
BANK OF AMERICA, N.A.
, as the 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
|
|
Amendment No. 4 to Amended and Restated Credit Agreement
|
|
|
|
|
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Scott Santa Cruz
|
|
|
|
|
Name:
|
|
Wells Fargo Bank, N.A.
Scott Santa Cruz
|
|
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
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 Fabrizi-Sidhom
Senior Vice President, Corporate Banking
|
|
|
|
|
TD BANK, N.A.,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Alan Garson
|
|
|
|
|
Name:
Title:
|
|
Alan Garson
Senior Vice President
|
|
|
|
|
AGFIRST FARM CREDIT BANK
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ John Weathers
|
|
|
|
|
Name:
Title:
|
|
John Weathers
Assistant Vice President
|
|
Amendment No. 4 to Amended and Restated Credit Agreement
|
|
|
|
|
|
AMERICAN AGCREDIT, FLCA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Bradley K. Leafgren
|
|
|
|
|
Name:
Title:
|
|
Bradley K. Leafgren
Vice President
|
|
|
|
|
FARM CREDIT EAST, ACA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Scott G. Kenney
|
|
|
|
|
Name:
Title:
|
|
Scott G. Kenney
Senior Vice President
|
|
|
|
|
FARM CREDIT WEST, FLCA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Farm Credit West, FLCA
|
|
|
|
|
Name:
Title:
|
|
Ben Madonna
Vice President
|
|
|
|
|
NORTHWEST FARM CREDIT SERVICES, FLCA
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Jeremy A. Roewe
|
|
|
|
|
Name:
Title:
|
|
Jeremy A. Roewe
Vice President
|
|
Amendment No. 4 to Amended and Restated Credit Agreement
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
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 the 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
|
|
|
|
|
COBANK, ACB,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Michael Tousignant
|
|
|
|
|
Name:
|
|
Michael Tousignant
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
MANUFACTURERS AND TRADERS TRUST COMPANY
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Keith A. Mummert
|
|
|
|
|
Name:
|
|
Keith A. Mummert
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
TD BANK, N.A.,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Alan Garson
|
|
|
|
|
Name:
Title:
|
|
Alan Garson
Senior Vice President
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Christine Howatt
|
|
|
|
|
Name:
|
|
Christine Howatt
|
|
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
FIFTH THIRD BANK
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Jim Bosco
|
|
|
|
|
Name:
|
|
Jim Bosco
|
|
|
|
|
Title:
|
|
Senior Vice President
|
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Scott Santa Cruz
|
|
|
|
|
Name:
Title:
|
|
Scott Santa Cruz
Managing Director
|
|
|
|
|
BMO HARRIS BANK, N.A.
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Joan Spiotto Murphy
|
|
|
|
|
Name:
Title:
|
|
John Spiotto Murphy
Director
|
|
|
|
|
BRANCH BANKING AND TRUST COMPANY
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Kenneth M. Blackwell
|
|
|
|
|
Name:
Title:
|
|
Kenneth M. Blackwell
Senior Vice President
|
|
|
|
|
CAPITAL ONE NATIONAL ASSOCIATION
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Kiel Johnson
|
|
|
|
|
Name:
Title:
|
|
Kiel Johnson
Vice President
|
|
|
|
|
COŐPERATIEVE RABOBANK U.A., NEW YORK BRANCH (F/K/A COŐPERATIEVE CENTRALE RAIFFESNSEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH)
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Aurelie Vancauwenberghe
|
|
|
|
|
Name:
Title:
|
|
Aurelie Vancauwenberghe
Vice President
|
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Michalene Donegan
|
|
|
|
|
Name:
Title:
|
|
Michalene Donegan
Executive Director
|
|
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH
, as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Ming K. Chu
|
|
|
|
|
Name:
Title:
|
|
Ming K. Chu
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Virginia Cosenza
|
|
|
|
|
Name:
Title:
|
|
Virginia Cosenza
Vice President
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Jessica F. Sidhom
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Name:
Title:
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Jessica Fabrizi-Sidhom
Senior Vice President, Corporate Banking
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1
ST
FARM CREDIT SERVICES, FLCA
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By:
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/s/ Corey J. Waldinger
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Name:
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Corey J. Waldinger
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Title:
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Vice President, Capital Markets Group
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AGFIRST FARM CREDIT BANK
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By:
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/s/ Katie D. Hane
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Name:
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Katie D. Hane
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Title:
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Vice President
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AGSTAR FINANCIAL SERVICES, FLCA
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By:
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/s/ Bob Atwood
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Name:
Title:
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Bob Atwood
Mgr. Agency Desk and Team Leader
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FARM CREDIT BANK OF TEXAS
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By:
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/s/ Luis M. H. Requejo
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Name:
Title:
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Luis M. H. Requejo
Director Capital Markets
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FARM CREDIT MID-AMERICA, FLCA
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By:
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/s/ Ralph M. Bowman
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Name:
Title:
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Ralph M. Bowman
Vice President Capital Markets
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FARM CREDIT SERVICES OF AMERICA, FLCA
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By:
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/s/ Curt A. Brown
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Name:
Title:
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Curt A. Brown
Vice President
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UNITED FCS, FLCA d/b/a FCS COMMERCIAL FINANCE GROUP
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By:
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/s/ Jeremy Voigts
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Name:
Title:
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Jeremy Voigts
Vice President
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BADGERLAND FINANCIAL, FLCA
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By:
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/s/ Kenneth H. Rue
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Name:
Title:
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Kenneth H. Rue
VP - Capital Markets
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GREENSTONE FARM CREDIT SERVICES, FLCA
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By:
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/s/ Curtis Flammini
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Name:
Title:
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Curtis Flammini
Vice President
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FARM CREDIT OF NEW MEXICO, FLCA
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By:
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/s/ Larry Williamson
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Name:
Title:
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Larry Williamson
Regional Vice President
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YOSEMITE LAND BANK, FLCA
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By:
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/s/ Leonard Van Elderen
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Name:
Title:
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Leonard Van Elderen
President & Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Carl E. Lee, Jr.
|
Carl E. Lee, Jr.
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Rick D. Puckett
|
Rick D. Puckett
|
Executive Vice President and Chief Financial 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 and Chief Financial Officer
|
May 12, 2016
|
|
|
|
May 12, 2016
|