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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Six Months Ended
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||||||||||||
(in thousands, except per share data)
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July 2,
2016 |
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July 4,
2015 |
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July 2,
2016 |
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July 4,
2015 |
||||||||
Net revenue
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$
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609,500
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$
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431,428
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$
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1,072,265
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$
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833,769
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Cost of sales
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391,217
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279,945
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711,828
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542,924
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Gross profit
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218,283
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151,483
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360,437
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290,845
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Selling, general and administrative
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167,519
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121,844
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291,708
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243,768
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Transaction and integration related expenses
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10,634
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—
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59,940
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—
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||||
Impairment charges
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489
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—
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863
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—
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Gain on sale of route businesses, net
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(155
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)
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(74
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)
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(691
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)
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(867
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)
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||||
Other income, net
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(987
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)
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(110
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)
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(1,284
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)
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(846
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)
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Income before interest and income taxes
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40,783
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29,823
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9,901
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48,790
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Loss on early extinguishment of debt
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—
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—
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4,749
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—
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Interest expense, net
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9,361
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2,671
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14,090
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5,138
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Income/(loss) before income taxes
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31,422
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27,152
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(8,938
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)
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43,652
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Income tax expense/(benefit)
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11,805
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9,758
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(3,161
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)
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15,676
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Net income/(loss)
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19,617
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17,394
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(5,777
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)
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27,976
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Net (loss)/income attributable to noncontrolling interests
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(64
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)
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65
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(27
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)
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11
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Net income/(loss) attributable to Snyder’s-Lance, Inc.
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$
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19,681
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$
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17,329
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$
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(5,750
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)
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$
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27,965
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Basic earnings/(loss) per share (Note 4)
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$
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0.21
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$
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0.25
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$
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(0.07
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)
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$
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0.40
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Weighted average basic shares outstanding
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95,679
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70,426
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87,816
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70,342
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Diluted earnings/(loss) per share (Note 4)
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$
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0.20
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$
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0.24
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$
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(0.07
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)
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$
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0.39
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Weighted average diluted shares outstanding
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96,666
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71,171
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87,816
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71,074
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Cash dividends declared per share
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$
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0.16
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$
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0.16
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$
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0.32
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$
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0.32
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Quarter Ended
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Six Months Ended
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||||||||||||
(in thousands)
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July 2,
2016 |
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July 4,
2015 |
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July 2,
2016 |
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July 4,
2015 |
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Net income/(loss)
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$
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19,617
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$
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17,394
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$
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(5,777
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)
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$
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27,976
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Net unrealized loss/(gain) on derivative instruments, net of income tax
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503
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(845
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)
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1,627
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(4
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)
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Foreign currency translation adjustment
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24,066
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—
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17,415
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447
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Total other comprehensive loss/(income)
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24,569
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(845
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)
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19,042
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443
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Total comprehensive (loss)/income
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(4,952
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)
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18,239
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(24,819
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)
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27,533
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Comprehensive (loss)/income attributable to noncontrolling interests
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(64
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)
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65
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(27
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)
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11
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Total comprehensive (loss)/income attributable to Snyder’s-Lance, Inc.
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$
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(4,888
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)
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$
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18,174
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$
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(24,792
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)
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$
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27,522
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(in thousands, except share and per share data)
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July 2,
2016 |
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January 2,
2016 |
||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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37,725
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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 $1,032 and $917, respectively
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222,339
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131,339
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Inventories, net
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228,746
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110,994
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Prepaid income taxes and income taxes receivable
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5,870
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2,321
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Assets held for sale
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18,256
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15,678
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Prepaid expenses and other current assets
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34,001
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21,210
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Total current assets
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547,651
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321,613
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Noncurrent assets:
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Fixed assets, net
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530,402
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401,465
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Goodwill
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1,401,570
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539,119
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Other intangible assets, net
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1,422,745
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528,658
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Other noncurrent assets
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30,197
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19,849
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Total assets
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$
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3,932,565
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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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100,312
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54,207
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Payable to growers
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8,924
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|
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—
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Accrued compensation
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34,249
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26,196
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|
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Accrued casualty insurance claims
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5,743
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|
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4,262
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|
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Accrued marketing, selling and promotional costs
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50,495
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18,806
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Other payables and accrued liabilities
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69,729
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|
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32,248
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|
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Total current liabilities
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318,452
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144,260
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||
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|
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Noncurrent liabilities:
|
|
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|
||||
Long-term debt, net
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1,342,405
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372,301
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Deferred income taxes, net
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344,719
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157,591
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Accrued casualty insurance claims
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11,718
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|
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11,931
|
|
||
Other noncurrent liabilities
|
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38,568
|
|
|
17,034
|
|
||
Total liabilities
|
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2,055,862
|
|
|
703,117
|
|
||
|
|
|
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|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
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|
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|
||||
Stockholders’ equity:
|
|
|
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|
||||
Common stock, $0.83 1/3 par value. 110,000,000 shares authorized; 96,039,888 and 70,968,054 shares outstanding, respectively
|
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80,030
|
|
|
59,138
|
|
||
Preferred stock, $1.00 par value. Authorized 5,000,000 shares; no shares outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
1,591,173
|
|
|
791,428
|
|
||
Retained earnings
|
|
205,862
|
|
|
238,314
|
|
||
Accumulated other comprehensive loss
|
|
(19,672
|
)
|
|
(630
|
)
|
||
Total Snyder’s-Lance, Inc. stockholders’ equity
|
|
1,857,393
|
|
|
1,088,250
|
|
||
Noncontrolling interests
|
|
19,310
|
|
|
19,337
|
|
||
Total stockholders’ equity
|
|
1,876,703
|
|
|
1,107,587
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,932,565
|
|
|
$
|
1,810,704
|
|
(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 2, 2016
|
|
70,968,054
|
|
|
$
|
59,138
|
|
|
$
|
791,428
|
|
|
$
|
238,314
|
|
|
$
|
(630
|
)
|
|
$
|
19,337
|
|
|
$
|
1,107,587
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
(5,750
|
)
|
|
(19,042
|
)
|
|
(27
|
)
|
|
(24,819
|
)
|
|||||||||
Dividends paid to stockholders ($0.32 per share)
|
|
|
|
|
|
|
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(26,702
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)
|
|
|
|
|
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(26,702
|
)
|
|||||||||||
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
|
|
|
|
|
|
16,305
|
|
|
|
|
|
|
|
|
16,305
|
|
|||||||||||
Stock options exercised and restricted units vested (net of shares surrendered for tax withholding), including $299 tax benefit
|
|
687,977
|
|
|
573
|
|
|
2,188
|
|
|
|
|
|
|
|
|
2,761
|
|
|||||||||
Issuance and amortization of restricted shares, net of cancellations
|
|
111,864
|
|
|
93
|
|
|
3,400
|
|
|
|
|
|
|
|
|
3,493
|
|
|||||||||
Repurchases of common stock
|
|
(91,745
|
)
|
|
(76
|
)
|
|
(2,833
|
)
|
|
|
|
|
|
|
|
(2,909
|
)
|
|||||||||
Balance, July 2, 2016
|
|
96,039,888
|
|
|
$
|
80,030
|
|
|
$
|
1,591,173
|
|
|
$
|
205,862
|
|
|
$
|
(19,672
|
)
|
|
$
|
19,310
|
|
|
$
|
1,876,703
|
|
(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/(loss)
|
|
|
|
|
|
|
|
27,965
|
|
|
(443
|
)
|
|
11
|
|
|
27,533
|
|
|||||||||
Dividends paid to stockholders ($0.32 per share)
|
|
|
|
|
|
|
|
(22,560
|
)
|
|
|
|
|
|
(22,560
|
)
|
|||||||||||
Amortization of stock options
|
|
|
|
|
|
1,146
|
|
|
|
|
|
|
|
|
1,146
|
|
|||||||||||
Stock options exercised, including $659 tax benefit
|
|
192,103
|
|
|
160
|
|
|
3,854
|
|
|
|
|
|
|
|
|
4,014
|
|
|||||||||
Issuance, amortization and vesting of restricted shares and restricted units, net of cancellations
|
|
96,628
|
|
|
81
|
|
|
1,529
|
|
|
|
|
|
|
|
|
1,610
|
|
|||||||||
Repurchases of common stock
|
|
(22,783
|
)
|
|
(19
|
)
|
|
(782
|
)
|
|
|
|
|
|
|
|
(801
|
)
|
|||||||||
Balance, July 4, 2015
|
|
70,672,034
|
|
|
$
|
58,891
|
|
|
$
|
782,677
|
|
|
$
|
238,217
|
|
|
$
|
(1,450
|
)
|
|
$
|
19,315
|
|
|
$
|
1,097,650
|
|
|
|
Six Months Ended
|
||||||
(in thousands)
|
|
July 2,
2016 |
|
July 4,
2015 |
||||
Operating activities:
|
|
|
|
|
||||
Net (loss)/income
|
|
$
|
(5,777
|
)
|
|
$
|
27,976
|
|
Adjustments to reconcile net (loss)/income to cash from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
47,452
|
|
|
35,070
|
|
||
Stock-based compensation expense
|
|
19,798
|
|
|
2,755
|
|
||
Loss on sale of fixed assets, net
|
|
1
|
|
|
79
|
|
||
Gain on sale of route businesses, net
|
|
(691
|
)
|
|
(867
|
)
|
||
Gain on write-off of debt premium
|
|
(1,341
|
)
|
|
—
|
|
||
Impairment charges
|
|
863
|
|
|
—
|
|
||
Deferred income taxes
|
|
(4,760
|
)
|
|
1,818
|
|
||
Provision for doubtful accounts
|
|
235
|
|
|
751
|
|
||
Changes in operating assets and liabilities, excluding business acquisitions and foreign currency translation adjustments
|
|
13,380
|
|
|
(18,327
|
)
|
||
Net cash provided by operating activities
|
|
69,160
|
|
|
49,255
|
|
||
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(37,317
|
)
|
|
(22,947
|
)
|
||
Purchases of route businesses
|
|
(14,863
|
)
|
|
(10,094
|
)
|
||
Proceeds from sale of fixed assets and insurance recoveries
|
|
833
|
|
|
795
|
|
||
Proceeds from sale of route businesses
|
|
13,830
|
|
|
12,896
|
|
||
Proceeds from sale of investments
|
|
—
|
|
|
436
|
|
||
Business acquisition, net of cash acquired
|
|
(1,014,829
|
)
|
|
—
|
|
||
Changes in restricted cash
|
|
252
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(1,052,094
|
)
|
|
(18,914
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Dividends paid to stockholders
|
|
(26,702
|
)
|
|
(22,560
|
)
|
||
Debt issuance costs
|
|
(6,047
|
)
|
|
—
|
|
||
Payments on capital leases
|
|
(1,015
|
)
|
|
—
|
|
||
Issuances of common stock
|
|
7,830
|
|
|
3,357
|
|
||
Excess tax benefits from stock-based compensation
|
|
299
|
|
|
659
|
|
||
Share repurchases, including shares surrendered for tax withholding
|
|
(8,275
|
)
|
|
(801
|
)
|
||
Repayments of long-term debt
|
|
(114,125
|
)
|
|
(3,750
|
)
|
||
Proceeds from issuance of long-term debt
|
|
1,130,000
|
|
|
—
|
|
||
Net cash provided by/(used in) financing activities
|
|
981,965
|
|
|
(23,095
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
(411
|
)
|
|
—
|
|
||
|
|
|
|
|
||||
(Decrease)/increase in cash and cash equivalents
|
|
(1,380
|
)
|
|
7,246
|
|
||
Cash and cash equivalents at beginning of period
|
|
39,105
|
|
|
35,373
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
37,725
|
|
|
$
|
42,619
|
|
|
|
|
|
|
||||
Supplemental information:
|
|
|
|
|
||||
Cash paid for income taxes, net of refunds of $1,360 and $651, respectively
|
|
$
|
4,321
|
|
|
$
|
13,523
|
|
Cash paid for interest
|
|
$
|
13,528
|
|
|
$
|
5,487
|
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
|
||||
Liability for dissenters and other future cash payments associated with the acquisition of Diamond (Note 3)
|
|
$
|
12,418
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
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
|
|
|
|
Preliminary Allocation
|
|
Measurement Period Adjustments
|
|
Preliminary Allocation
|
||||||
(in thousands)
|
|
As of
April 2, 2016
|
|
Quarter Ended
July 2, 2016
|
|
As of
July 2, 2016
|
||||||
Cash and cash equivalents
|
|
$
|
28,945
|
|
|
$
|
—
|
|
|
$
|
28,945
|
|
Accounts receivable
|
|
77,445
|
|
|
412
|
|
|
77,857
|
|
|||
Inventories
|
|
168,089
|
|
|
(10,667
|
)
|
|
157,422
|
|
|||
Prepaid expenses and other current assets
|
|
12,111
|
|
|
1,666
|
|
|
13,777
|
|
|||
Fixed assets
|
|
136,340
|
|
|
(7,644
|
)
|
|
128,696
|
|
|||
Goodwill
|
|
868,443
|
|
|
3,381
|
|
|
871,824
|
|
|||
Other intangible assets
|
|
902,500
|
|
|
12,100
|
|
|
914,600
|
|
|||
Equity investments
|
|
8,607
|
|
|
4,337
|
|
|
12,944
|
|
|||
Other long term assets
|
|
1,018
|
|
|
(45
|
)
|
|
973
|
|
|||
Total assets acquired
|
|
2,203,498
|
|
|
3,540
|
|
|
2,207,038
|
|
|||
|
|
|
|
|
|
|
|
|||||
Accounts payable, and other current liabilities, including payable to growers
|
|
134,715
|
|
|
894
|
|
|
135,609
|
|
|||
Deferred income tax liability
|
|
191,425
|
|
|
1,110
|
|
|
192,535
|
|
|||
Other long term liabilities
|
|
20,179
|
|
|
1,536
|
|
|
21,715
|
|
|||
Total liabilities assumed
|
|
346,319
|
|
|
3,540
|
|
|
349,859
|
|
|||
|
|
|
|
|
|
|
|
|||||
Net assets acquired
(1)
|
|
$
|
1,857,179
|
|
|
$
|
—
|
|
|
$
|
1,857,179
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands, except per share data)
|
|
July 2,
2016 |
|
July 4,
2015 |
|
July 2,
2016 |
|
July 4,
2015 |
||||||||
Net revenue
|
|
$
|
609,500
|
|
|
$
|
609,335
|
|
|
$
|
1,201,879
|
|
|
$
|
1,234,554
|
|
Net income/(loss) attributable to Snyder's-Lance, Inc.
|
|
19,681
|
|
|
$
|
25,050
|
|
|
$
|
43,392
|
|
|
$
|
(7,085
|
)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands, except per share data)
|
|
July 2,
2016 |
|
July 4,
2015 |
|
July 2,
2016 |
|
July 4,
2015 |
||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
||||||||
Net income/(loss) attributable to Snyder's-Lance, Inc.
|
|
$
|
19,681
|
|
|
$
|
17,329
|
|
|
$
|
(5,750
|
)
|
|
$
|
27,965
|
|
Less: Income allocated to participating securities
|
|
54
|
|
|
49
|
|
|
—
|
|
|
68
|
|
||||
Income/(loss) allocated to common shares
|
|
$
|
19,627
|
|
|
$
|
17,280
|
|
|
$
|
(5,750
|
)
|
|
$
|
27,897
|
|
Weighted average shares outstanding – Basic
|
|
95,679
|
|
|
70,426
|
|
|
87,816
|
|
|
70,342
|
|
||||
Earnings/(loss) per share – Basic
|
|
$
|
0.21
|
|
|
$
|
0.25
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – Basic
|
|
95,679
|
|
|
70,426
|
|
|
87,816
|
|
|
70,342
|
|
||||
Effect of dilutive stock options, restricted units and performance-based restricted units on shares outstanding
|
|
987
|
|
|
745
|
|
|
—
|
|
|
732
|
|
||||
Weighted average shares outstanding – Diluted
|
|
96,666
|
|
|
71,171
|
|
|
87,816
|
|
|
71,074
|
|
||||
Earnings/(loss) per share – Diluted
|
|
$
|
0.20
|
|
|
$
|
0.24
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.39
|
|
•
|
283,516
restricted units with unrecognized compensation expense of
$6.1 million
and vesting dates ranging from
July 14, 2016
to
January 18, 2020
.
|
•
|
546,638
stock options which are fully vested and have exercise prices that range from
$11.75
to
$65.71
. The total intrinsic value of these options was
$10.1 million
at the end of the
second quarter
.
|
(in thousands)
|
|
July 2,
2016 |
|
January 2,
2016 |
||||
Finished goods
|
|
$
|
120,224
|
|
|
$
|
66,143
|
|
Raw materials
|
|
45,768
|
|
|
14,736
|
|
||
Work in process
|
|
18,223
|
|
|
—
|
|
||
Maintenance parts, packaging and supplies
|
|
44,531
|
|
|
30,115
|
|
||
Total inventories, net
|
|
$
|
228,746
|
|
|
$
|
110,994
|
|
(in thousands)
|
|
July 2,
2016 |
|
January 2,
2016 |
||||
Land and land improvements
|
|
$
|
44,434
|
|
|
$
|
28,508
|
|
Buildings and building improvements
|
|
198,402
|
|
|
156,725
|
|
||
Machinery, equipment and computer systems
|
|
566,545
|
|
|
506,649
|
|
||
Trucks, trailers and automobiles
|
|
32,716
|
|
|
33,760
|
|
||
Furniture and fixtures
|
|
5,298
|
|
|
4,210
|
|
||
Construction in progress
|
|
49,532
|
|
|
11,503
|
|
||
Capital leases
(1)
|
|
4,385
|
|
|
—
|
|
||
|
|
$
|
901,312
|
|
|
$
|
741,355
|
|
Accumulated depreciation
|
|
(370,844
|
)
|
|
(339,802
|
)
|
||
|
|
530,468
|
|
|
401,553
|
|
||
Fixed assets held for sale
|
|
(66
|
)
|
|
(88
|
)
|
||
Fixed assets, net
|
|
$
|
530,402
|
|
|
$
|
401,465
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of January 2, 2016
|
|
$
|
539,119
|
|
Business acquisitions
|
|
871,824
|
|
|
Changes in foreign currency exchange rates
|
|
(9,114
|
)
|
|
Goodwill reclassified to assets held for sale
|
|
(259
|
)
|
|
Balance as of July 2, 2016
|
|
$
|
1,401,570
|
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Cumulative Impairments
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||
As of July 2, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Customer and contractual relationships
(1)
– amortized
|
|
$
|
551,952
|
|
|
$
|
—
|
|
|
$
|
(46,678
|
)
|
|
$
|
505,274
|
|
Non-compete agreement – amortized
|
|
710
|
|
|
—
|
|
|
(357
|
)
|
|
353
|
|
||||
Developed technology – amortized
|
|
2,700
|
|
|
—
|
|
|
(370
|
)
|
|
2,330
|
|
||||
Reacquired rights – amortized
|
|
3,100
|
|
|
—
|
|
|
(1,908
|
)
|
|
1,192
|
|
||||
Patents – amortized
|
|
8,600
|
|
|
—
|
|
|
(2,917
|
)
|
|
5,683
|
|
||||
Routes – unamortized
|
|
10,446
|
|
|
—
|
|
|
—
|
|
|
10,446
|
|
||||
Trademarks
(2)
– unamortized
|
|
904,167
|
|
|
(6,700
|
)
|
|
—
|
|
|
897,467
|
|
||||
Balance as of July 2, 2016
|
|
$
|
1,481,675
|
|
|
$
|
(6,700
|
)
|
|
$
|
(52,230
|
)
|
|
$
|
1,422,745
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(617
|
)
|
|
Balance as of July 2, 2016
|
|
$
|
10,446
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of January 2, 2016
|
|
$
|
15,590
|
|
Purchases of route businesses held for sale
|
|
14,863
|
|
|
Sales of route businesses held for sale
|
|
(13,139
|
)
|
|
Reclassifications from route intangibles and goodwill
|
|
876
|
|
|
Balance as of July 2, 2016
|
|
$
|
18,190
|
|
(in thousands)
|
|
July 2,
2016 |
|
January 2,
2016 |
||||
Revolving credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
Other long-term debt
|
|
1,402,750
|
|
|
388,396
|
|
||
Debt issuance costs, net
(1)
|
|
(11,345
|
)
|
|
(7,554
|
)
|
||
Total debt, net
|
|
1,391,405
|
|
|
380,842
|
|
||
Current portion of long-term debt
|
|
(49,000
|
)
|
|
(8,541
|
)
|
||
Total long-term debt, net
|
|
$
|
1,342,405
|
|
|
$
|
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 July 2, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
37,725
|
|
|
$
|
37,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
714
|
|
|
714
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
38,439
|
|
|
$
|
38,439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
3,701
|
|
|
$
|
—
|
|
|
$
|
3,701
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
3,701
|
|
|
$
|
—
|
|
|
$
|
3,701
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
July 2,
2016 |
|
January 2,
2016 |
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
$
|
(3,701
|
)
|
|
$
|
(1,045
|
)
|
Total fair value of derivative instruments
|
|
|
|
$
|
(3,701
|
)
|
|
$
|
(1,045
|
)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
|
July 2,
2016 |
|
July 4,
2015 |
|
July 2,
2016 |
|
July 4,
2015 |
||||||||
(Losses)/gains on interest rate swaps, net of income tax benefit/(expense) of $319, $(527), $1,028 and $(2), respectively
|
|
$
|
(503
|
)
|
|
$
|
845
|
|
|
$
|
(1,627
|
)
|
|
$
|
4
|
|
Total change in unrealized losses from derivative instruments, net of income tax (effective portion)
|
|
$
|
(503
|
)
|
|
$
|
845
|
|
|
$
|
(1,627
|
)
|
|
$
|
4
|
|
(in thousands)
|
|
Amount
|
||
Remainder of 2016
|
|
$
|
2,409
|
|
2017
|
|
4,580
|
|
|
2018
|
|
4,234
|
|
|
2019
|
|
4,158
|
|
|
2020
|
|
4,181
|
|
|
Thereafter
|
|
10,736
|
|
|
Total operating lease commitments
|
|
$
|
30,298
|
|
(in thousands)
|
|
Amount
|
||
Remainder of 2016
|
|
$
|
1,545
|
|
2017
|
|
1,759
|
|
|
2018
|
|
1,594
|
|
|
2019
|
|
1,049
|
|
|
2020
|
|
333
|
|
|
Thereafter
|
|
—
|
|
|
Total minimum payments
|
|
6,280
|
|
|
Less amount representing interest
|
|
(217
|
)
|
|
Present value of capital lease obligations
|
|
$
|
6,063
|
|
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
|
Income Statement Location
|
|
July 2,
2016 |
|
July 4,
2015 |
|
July 2,
2016 |
|
July 4,
2015 |
||||||||
Losses on cash flow hedges reclassified out of accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, net of tax of $104, $104, $202, and $160, respectively
|
|
Interest expense, net
|
|
$
|
(164
|
)
|
|
$
|
(167
|
)
|
|
$
|
(319
|
)
|
|
$
|
(256
|
)
|
Total amounts reclassified from accumulated other comprehensive income
|
|
|
|
$
|
(164
|
)
|
|
$
|
(167
|
)
|
|
$
|
(319
|
)
|
|
$
|
(256
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||
Balance as of January 2, 2016
|
|
$
|
(630
|
)
|
|
$
|
—
|
|
|
$
|
(630
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss before reclassifications
|
|
(1,946
|
)
|
|
(17,415
|
)
|
|
(19,361
|
)
|
|||
Losses reclassified from accumulated other comprehensive income
|
|
319
|
|
|
—
|
|
|
319
|
|
|||
Net other comprehensive loss
|
|
(1,627
|
)
|
|
(17,415
|
)
|
|
(19,042
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance as of July 2, 2016
|
|
$
|
(2,257
|
)
|
|
$
|
(17,415
|
)
|
|
$
|
(19,672
|
)
|
(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
|
|
(252
|
)
|
|
(447
|
)
|
|
(699
|
)
|
|||
Losses reclassified from accumulated other comprehensive income
|
|
256
|
|
|
—
|
|
|
256
|
|
|||
Net other comprehensive income/(loss)
|
|
4
|
|
|
(447
|
)
|
|
(443
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance as of July 4, 2015
|
|
$
|
(266
|
)
|
|
$
|
(1,184
|
)
|
|
$
|
(1,450
|
)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
(in thousands)
|
|
July 2,
2016 |
|
July 4,
2015 |
|
July 2,
2016 |
|
July 4,
2015 |
||||||||
Branded
|
|
$
|
444,156
|
|
|
$
|
309,302
|
|
|
$
|
770,772
|
|
|
$
|
593,992
|
|
Culinary
|
|
46,415
|
|
|
—
|
|
|
60,790
|
|
|
—
|
|
||||
Partner brand
|
|
78,958
|
|
|
77,649
|
|
|
155,786
|
|
|
154,731
|
|
||||
Other
|
|
39,971
|
|
|
44,477
|
|
|
84,917
|
|
|
85,046
|
|
||||
Net revenue
|
|
$
|
609,500
|
|
|
$
|
431,428
|
|
|
$
|
1,072,265
|
|
|
$
|
833,769
|
|
•
|
Diamond provided incremental net revenue of
$183.8
for the
second quarter
of 2016. 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.
|
•
|
We recognized transaction and integration related expenses associated with the acquisition of Diamond of $
10.6 million
for the second quarter of 2016.
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
July 2, 2016
|
|
July 4, 2015
|
|
||||||||||||||||
Net revenue
|
|
$
|
609,500
|
|
|
100.0
|
%
|
|
$
|
431,428
|
|
|
100.0
|
%
|
|
$
|
178,072
|
|
|
41.3
|
%
|
Cost of sales
|
|
391,217
|
|
|
64.2
|
%
|
|
279,945
|
|
|
64.9
|
%
|
|
(111,272
|
)
|
|
(39.7
|
)%
|
|||
Gross profit
|
|
218,283
|
|
|
35.8
|
%
|
|
151,483
|
|
|
35.1
|
%
|
|
66,800
|
|
|
44.1
|
%
|
|||
Selling, general and administrative
|
|
167,519
|
|
|
27.5
|
%
|
|
121,844
|
|
|
28.2
|
%
|
|
(45,675
|
)
|
|
(37.5
|
)%
|
|||
Transaction and integration related expenses
|
|
10,634
|
|
|
1.7
|
%
|
|
—
|
|
|
—
|
%
|
|
(10,634
|
)
|
|
(100.0
|
)%
|
|||
Impairment charges
|
|
489
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
(489
|
)
|
|
(100.0
|
)%
|
|||
Gain on sale of route businesses, net
|
|
(155
|
)
|
|
—
|
%
|
|
(74
|
)
|
|
—
|
%
|
|
81
|
|
|
109.5
|
%
|
|||
Other income, net
|
|
(987
|
)
|
|
(0.2
|
)%
|
|
(110
|
)
|
|
—
|
%
|
|
877
|
|
|
797.3
|
%
|
|||
Income before interest and income taxes
|
|
40,783
|
|
|
6.7
|
%
|
|
29,823
|
|
|
6.9
|
%
|
|
10,960
|
|
|
36.8
|
%
|
|||
Interest expense, net
|
|
9,361
|
|
|
1.5
|
%
|
|
2,671
|
|
|
0.6
|
%
|
|
(6,690
|
)
|
|
(250.5
|
)%
|
|||
Income before income taxes
|
|
31,422
|
|
|
5.2
|
%
|
|
27,152
|
|
|
6.3
|
%
|
|
4,270
|
|
|
15.7
|
%
|
|||
Income tax expense
|
|
11,805
|
|
|
2.0
|
%
|
|
9,758
|
|
|
2.3
|
%
|
|
(2,047
|
)
|
|
(21.0
|
)%
|
|||
Net income
|
|
$
|
19,617
|
|
|
3.2
|
%
|
|
$
|
17,394
|
|
|
4.0
|
%
|
|
$
|
2,223
|
|
|
12.8
|
%
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
July 2, 2016
|
|
July 4, 2015
|
|
||||||||||||||||
Branded
|
|
$
|
444,156
|
|
|
72.9
|
%
|
|
$
|
309,302
|
|
|
71.7
|
%
|
|
$
|
134,854
|
|
|
43.6
|
%
|
Culinary
|
|
46,415
|
|
|
7.5
|
%
|
|
—
|
|
|
—
|
%
|
|
46,415
|
|
|
100.0
|
%
|
|||
Partner brand
|
|
78,958
|
|
|
13.0
|
%
|
|
77,649
|
|
|
18.0
|
%
|
|
1,309
|
|
|
1.7
|
%
|
|||
Other
|
|
39,971
|
|
|
6.6
|
%
|
|
44,477
|
|
|
10.3
|
%
|
|
(4,506
|
)
|
|
(10.1
|
)%
|
|||
Net revenue
|
|
$
|
609,500
|
|
|
100.0
|
%
|
|
$
|
431,428
|
|
|
100.0
|
%
|
|
$
|
178,072
|
|
|
41.3
|
%
|
(in millions)
|
|
Q2 2016 Net Revenue
|
|
Incremental Diamond Net Revenue
|
|
Q2 2016
Net Revenue
excluding Diamond
(1)
|
|
Q2 2015
Net Revenue
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||
Branded
|
|
$
|
444,156
|
|
|
$
|
133,724
|
|
|
$
|
310,432
|
|
|
$
|
309,302
|
|
|
$
|
1,130
|
|
|
0.4
|
%
|
Culinary
|
|
46,415
|
|
|
46,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||
Partner brand
|
|
78,958
|
|
|
—
|
|
|
78,958
|
|
|
77,649
|
|
|
1,309
|
|
|
1.7
|
%
|
|||||
Other
|
|
39,971
|
|
|
3,655
|
|
|
36,316
|
|
|
44,477
|
|
|
(8,161
|
)
|
|
(18.3
|
)%
|
|||||
Net revenue
|
|
$
|
609,500
|
|
|
$
|
183,794
|
|
|
$
|
425,706
|
|
|
$
|
431,428
|
|
|
$
|
(5,722
|
)
|
|
(1.3
|
)%
|
|
|
Six Months Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
July 2, 2016
|
|
July 4, 2015
|
|
||||||||||||||||
Net revenue
|
|
$
|
1,072,265
|
|
|
100.0
|
%
|
|
$
|
833,769
|
|
|
100.0
|
%
|
|
$
|
238,496
|
|
|
28.6
|
%
|
Cost of sales
|
|
711,828
|
|
|
66.4
|
%
|
|
542,924
|
|
|
65.1
|
%
|
|
(168,904
|
)
|
|
(31.1
|
)%
|
|||
Gross profit
|
|
360,437
|
|
|
33.6
|
%
|
|
290,845
|
|
|
34.9
|
%
|
|
69,592
|
|
|
23.9
|
%
|
|||
Selling, general and administrative
|
|
291,708
|
|
|
27.2
|
%
|
|
243,768
|
|
|
29.2
|
%
|
|
(47,940
|
)
|
|
(19.7
|
)%
|
|||
Transaction and integration related expenses
|
|
59,940
|
|
|
5.6
|
%
|
|
—
|
|
|
—
|
%
|
|
(59,940
|
)
|
|
(100.0
|
)%
|
|||
Impairment charges
|
|
863
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
(863
|
)
|
|
(100.0
|
)%
|
|||
Gain on sale of route businesses, net
|
|
(691
|
)
|
|
(0.1
|
)%
|
|
(867
|
)
|
|
(0.1
|
)%
|
|
(176
|
)
|
|
(20.3
|
)%
|
|||
Other income, net
|
|
(1,284
|
)
|
|
(0.1
|
)%
|
|
(846
|
)
|
|
(0.1
|
)%
|
|
438
|
|
|
51.8
|
%
|
|||
Income before interest and income taxes
|
|
9,901
|
|
|
0.9
|
%
|
|
48,790
|
|
|
5.9
|
%
|
|
(38,889
|
)
|
|
(79.7
|
)%
|
|||
Loss on early extinguishment of debt
|
|
4,749
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
|
(4,749
|
)
|
|
(100.0
|
)%
|
|||
Interest expense, net
|
|
14,090
|
|
|
1.3
|
%
|
|
5,138
|
|
|
0.6
|
%
|
|
(8,952
|
)
|
|
(174.2
|
)%
|
|||
(Loss)/income before income taxes
|
|
(8,938
|
)
|
|
(0.8
|
)%
|
|
43,652
|
|
|
5.3
|
%
|
|
(52,590
|
)
|
|
nm
|
|
|||
Income tax expense/(benefit)
|
|
(3,161
|
)
|
|
(0.3
|
)%
|
|
15,676
|
|
|
1.9
|
%
|
|
18,837
|
|
|
nm
|
|
|||
Net income/(loss)
|
|
$
|
(5,777
|
)
|
|
(0.5
|
)%
|
|
$
|
27,976
|
|
|
3.4
|
%
|
|
$
|
(33,753
|
)
|
|
nm
|
|
|
|
Six Months Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
July 2, 2016
|
|
July 4, 2015
|
|
||||||||||||||||
Branded
|
|
$
|
770,772
|
|
|
71.9
|
%
|
|
$
|
593,992
|
|
|
71.2
|
%
|
|
$
|
176,780
|
|
|
29.8
|
%
|
Culinary
|
|
60,790
|
|
|
5.7
|
%
|
|
—
|
|
|
—
|
%
|
|
60,790
|
|
|
100.0
|
%
|
|||
Partner brand
|
|
155,786
|
|
|
14.5
|
%
|
|
154,731
|
|
|
18.6
|
%
|
|
1,055
|
|
|
0.7
|
%
|
|||
Other
|
|
84,917
|
|
|
7.9
|
%
|
|
85,046
|
|
|
10.2
|
%
|
|
(129
|
)
|
|
(0.2
|
)%
|
|||
Net revenue
|
|
$
|
1,072,265
|
|
|
100.0
|
%
|
|
$
|
833,769
|
|
|
100.0
|
%
|
|
$
|
238,496
|
|
|
28.6
|
%
|
(in millions)
|
|
First Six Months 2016 Net Revenue
|
|
Incremental Diamond Net Revenue
|
|
First Six Months 2016 Net Revenue excluding Diamond
(1)
|
|
First Six Months 2015 Net Revenue
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||
Branded
|
|
$
|
770,772
|
|
|
$
|
181,237
|
|
|
$
|
589,535
|
|
|
$
|
593,992
|
|
|
$
|
(4,457
|
)
|
|
(0.8
|
)%
|
Culinary
|
|
60,790
|
|
|
60,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||
Partner brand
|
|
155,786
|
|
|
—
|
|
|
155,786
|
|
|
154,731
|
|
|
1,055
|
|
|
0.7
|
%
|
|||||
Other
|
|
84,917
|
|
|
5,009
|
|
|
79,908
|
|
|
85,046
|
|
|
(5,138
|
)
|
|
(6.0
|
)%
|
|||||
Net revenue
|
|
$
|
1,072,265
|
|
|
$
|
247,036
|
|
|
$
|
825,229
|
|
|
$
|
833,769
|
|
|
$
|
(8,540
|
)
|
|
(1.0
|
)%
|
(in thousands)
|
|
July 2,
2016 |
|
July 4,
2015 |
||||
Net cash provided by/(used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
69,160
|
|
|
$
|
49,255
|
|
Investing activities
|
|
(1,052,094
|
)
|
|
(18,914
|
)
|
||
Financing activities
|
|
981,965
|
|
|
(23,095
|
)
|
||
Effect of exchange rate changes on cash
|
|
(411
|
)
|
|
—
|
|
||
Net (decrease)/increase in cash and cash equivalents
|
|
$
|
(1,380
|
)
|
|
$
|
7,246
|
|
Diamond Contractual Obligations
(in thousands)
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
|||||||||||
Capital leases, including interest
|
|
$
|
6,280
|
|
|
$
|
1,545
|
|
|
$
|
3,353
|
|
|
$
|
1,382
|
|
|
$
|
—
|
|
Operating leases
|
|
30,298
|
|
|
2,409
|
|
|
8,814
|
|
|
8,339
|
|
|
10,736
|
|
|||||
Purchase commitments
|
|
108,357
|
|
|
62,581
|
|
|
40,402
|
|
|
5,374
|
|
|
—
|
|
|||||
Other long-term liabilities
|
|
3,714
|
|
|
516
|
|
|
2,476
|
|
|
722
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
148,649
|
|
|
$
|
67,051
|
|
|
$
|
55,045
|
|
|
$
|
15,817
|
|
|
$
|
10,736
|
|
•
|
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;
|
•
|
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)
|
|||||
April 3, 2016 - April 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
May 1, 2016 - May 31, 2016
|
|
10,078
|
|
|
33.50
|
|
|
—
|
|
|
—
|
|
|
June 1, 2016 - July 2, 2016
|
|
194
|
|
|
32.43
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
10,272
|
|
|
$
|
33.48
|
|
|
—
|
|
|
—
|
|
|
No.
|
Description
|
|
|
|
|
10.1*
|
Snyder’s-Lance, Inc. Annual Incentive Plan for Officers and Key Managers, dated March 30, 2016, filed herewith.
|
|
|
|
|
10.2*
|
Snyder’s-Lance, Inc. Long-Term Performance Plan for Officers and Key Managers, dated March 30, 2016, filed herewith.
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
32
|
Certification pursuant to Rule 13a-14(b), as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
|
|
101
|
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 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: August 9, 2016
|
By:
|
|
/s/ Rick D. Puckett
|
|
|
|
Rick D. Puckett
|
|
|
|
Executive Vice President and Chief Financial Officer
|
•
|
Motivate behaviors that lead to the successful achievement of specific sales, financial and operations goals that support Snyder’s-Lance, Inc. stated business strategy and to align participants’ interests with those of stockholders.
|
•
|
Emphasize link between participants’ performance and rewards for meeting predetermined, specific goals.
|
•
|
Focus participant’s attention on operational effectiveness from both an earnings and an investment perspective.
|
•
|
Promote the performance orientation at Snyder’s-Lance, Inc. and communicate to employees that greater responsibility carries greater rewards.
|
•
|
Maximum
: Excellent; deserves an above-market incentive
|
•
|
Target
: Normal or expected performance; deserves market-level incentive
|
•
|
Threshold
: Lowest level of performance deserving payment above base salary; deserves below-market incentive
|
•
|
Align officers’ and managers’ interests with those of stockholders by linking a substantial portion of compensation to the price of the Company’s Common Stock and to the Company’s financial performance based on performance measures as described below.
|
•
|
Provide a way to attract and retain key executives and managers who are critical to the Company’s future success.
|
•
|
Provide competitive total compensation for executives and managers commensurate with Company performance.
|
•
|
Maximum
: Excellent; deserves an above-market incentive
|
•
|
Target
: Normal or expected performance; deserves market-level incentive
|
•
|
Threshold
: Lowest level of performance deserving payment above base salary; deserves below-market incentive
|
•
|
Maximum
: Excellent; deserves an above-market incentive
|
•
|
Target
: Normal or expected performance; deserves market-level incentive
|
•
|
Threshold
: Lowest level of performance deserving payment above base salary; deserves below-market incentive
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Carl E. Lee, Jr.
|
Carl E. Lee, Jr.
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Rick D. Puckett
|
Rick D. Puckett
|
Executive Vice President 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
|
August 9, 2016
|
|
|
|
August 9, 2016
|