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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Nine Months Ended
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||||||||||||
(in thousands, except per share data)
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October 1,
2016 |
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October 3,
2015 |
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October 1,
2016 |
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October 3,
2015 |
||||||||
Net revenue
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$
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588,801
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$
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416,773
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$
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1,661,066
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$
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1,250,542
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Cost of sales
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375,729
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274,287
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1,087,557
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817,211
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Gross profit
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213,072
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142,486
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573,509
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433,331
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Selling, general and administrative
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161,107
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114,835
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452,815
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355,828
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Settlements of certain litigation
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—
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2,900
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—
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5,675
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Transaction and integration related expenses
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4,043
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—
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63,983
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—
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Impairment charges
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507
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—
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1,370
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—
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Loss/(gain) on sale of route businesses, net
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41
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(501
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)
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(650
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)
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(1,368
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)
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Other (income)/expense, net
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(3,512
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)
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115
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(4,796
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)
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(731
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)
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Income before interest and income taxes
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50,886
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25,137
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60,787
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73,927
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||||
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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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9,215
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2,851
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23,305
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7,989
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Income before income taxes
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41,671
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22,286
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32,733
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65,938
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Income tax expense
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12,470
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6,557
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9,309
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22,233
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Net income
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29,201
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15,729
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23,424
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43,705
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Net (loss)/income attributable to noncontrolling interests
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(114
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)
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52
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(141
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)
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63
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Net income attributable to Snyder’s-Lance, Inc.
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$
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29,315
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$
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15,677
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$
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23,565
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$
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43,642
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Basic earnings per share (Note 4)
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$
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0.30
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$
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0.22
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$
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0.26
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$
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0.62
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Weighted average basic shares outstanding
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95,881
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70,548
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90,504
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70,411
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Diluted earnings per share (Note 4)
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$
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0.30
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$
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0.22
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$
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0.26
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$
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0.61
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Weighted average diluted shares outstanding
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97,012
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71,319
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91,493
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71,134
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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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0.48
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$
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0.48
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Quarter Ended
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Nine Months Ended
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(in thousands)
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October 1,
2016 |
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October 3,
2015 |
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October 1,
2016 |
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October 3,
2015 |
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Net income
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$
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29,201
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$
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15,729
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$
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23,424
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$
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43,705
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Net unrealized (gain)/loss on derivative instruments, net of income tax
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(378
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)
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1,138
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1,249
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1,134
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Foreign currency translation adjustment
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6,811
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4
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24,226
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451
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Total other comprehensive loss
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6,433
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1,142
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25,475
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1,585
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Total comprehensive income/(loss)
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22,768
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14,587
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(2,051
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)
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42,120
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Comprehensive (loss)/income attributable to noncontrolling interests
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(114
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)
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52
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(141
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)
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63
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Total comprehensive income/(loss) attributable to Snyder’s-Lance, Inc.
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$
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22,882
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$
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14,535
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$
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(1,910
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)
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$
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42,057
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(in thousands, except share and per share data)
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October 1,
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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26,814
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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 $1,110 and $917, respectively
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215,543
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131,339
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Inventories, net
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257,377
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110,994
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Prepaid income taxes and income taxes receivable
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5,990
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2,321
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Assets held for sale
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19,546
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15,678
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Prepaid expenses and other current assets
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35,196
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21,210
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Total current assets
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561,180
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321,613
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Noncurrent assets:
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Fixed assets, net
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528,870
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401,465
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Goodwill
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1,378,566
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539,119
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Other intangible assets, net
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1,430,812
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528,658
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Other noncurrent assets
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26,562
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|
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19,849
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||
Total assets
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$
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3,925,990
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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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100,341
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54,207
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Payable to growers
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39,465
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|
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—
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Accrued compensation
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42,553
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26,196
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|
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Accrued casualty insurance claims
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6,043
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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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50,818
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|
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18,806
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|
||
Other payables and accrued liabilities
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47,917
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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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336,137
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|
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144,260
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|
||
|
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|
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Noncurrent liabilities:
|
|
|
|
|
||||
Long-term debt, net
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1,302,668
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|
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372,301
|
|
||
Deferred income taxes, net
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348,284
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|
|
157,591
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|
||
Accrued casualty insurance claims
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11,629
|
|
|
11,931
|
|
||
Other noncurrent liabilities
|
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39,192
|
|
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17,034
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|
||
Total liabilities
|
|
2,037,910
|
|
|
703,117
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
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|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.83 1/3 par value. 110,000,000 shares authorized; 96,112,842 and 70,968,054 shares outstanding, respectively
|
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80,091
|
|
|
59,138
|
|
||
Preferred stock, $1.00 par value. 5,000,000 shares authorized; no shares outstanding
|
|
—
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|
|
—
|
|
||
Additional paid-in capital
|
|
1,595,097
|
|
|
791,428
|
|
||
Retained earnings
|
|
219,801
|
|
|
238,314
|
|
||
Accumulated other comprehensive loss
|
|
(26,105
|
)
|
|
(630
|
)
|
||
Total Snyder’s-Lance, Inc. stockholders’ equity
|
|
1,868,884
|
|
|
1,088,250
|
|
||
Noncontrolling interests
|
|
19,196
|
|
|
19,337
|
|
||
Total stockholders’ equity
|
|
1,888,080
|
|
|
1,107,587
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,925,990
|
|
|
$
|
1,810,704
|
|
(in thousands, except share and per share data)
|
|
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
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 income/(loss)
|
|
|
|
|
|
|
|
23,565
|
|
|
(25,475
|
)
|
|
(141
|
)
|
|
(2,051
|
)
|
|||||||||
Dividends paid to stockholders ($0.48 per share)
|
|
|
|
|
|
|
|
(42,078
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)
|
|
|
|
|
|
(42,078
|
)
|
|||||||||||
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
|
|
|
|
|
|
18,329
|
|
|
|
|
|
|
|
|
18,329
|
|
|||||||||||
Stock options exercised and restricted units vested (net of shares surrendered for tax withholding), including $577 tax benefit
|
|
763,988
|
|
|
637
|
|
|
3,380
|
|
|
|
|
|
|
|
|
4,017
|
|
|||||||||
Issuance and amortization of restricted shares, net of cancellations
|
|
109,243
|
|
|
91
|
|
|
4,122
|
|
|
|
|
|
|
|
|
4,213
|
|
|||||||||
Repurchases of common stock
|
|
(92,181
|
)
|
|
(77
|
)
|
|
(2,847
|
)
|
|
|
|
|
|
|
|
(2,924
|
)
|
|||||||||
Balance, October 1, 2016
|
|
96,112,842
|
|
|
$
|
80,091
|
|
|
$
|
1,595,097
|
|
|
$
|
219,801
|
|
|
$
|
(26,105
|
)
|
|
$
|
19,196
|
|
|
$
|
1,888,080
|
|
(in thousands, except share and per share data)
|
|
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
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)
|
|
|
|
|
|
|
|
43,642
|
|
|
(1,585
|
)
|
|
63
|
|
|
42,120
|
|
|||||||||
Dividends paid to stockholders ($0.48 per share)
|
|
|
|
|
|
|
|
(33,883
|
)
|
|
|
|
|
|
(33,883
|
)
|
|||||||||||
Amortization of stock options
|
|
|
|
|
|
1,688
|
|
|
|
|
|
|
|
|
1,688
|
|
|||||||||||
Stock options exercised, including $1,026 tax benefit
|
|
320,679
|
|
|
267
|
|
|
6,884
|
|
|
|
|
|
|
|
|
7,151
|
|
|||||||||
Issuance, amortization and vesting of restricted shares and restricted units, net of cancellations
|
|
91,721
|
|
|
77
|
|
|
2,490
|
|
|
|
|
|
|
|
|
2,567
|
|
|||||||||
Repurchases of common stock
|
|
(23,843
|
)
|
|
(20
|
)
|
|
(816
|
)
|
|
|
|
|
|
|
|
(836
|
)
|
|||||||||
Balance, October 3, 2015
|
|
70,794,643
|
|
|
$
|
58,993
|
|
|
$
|
787,176
|
|
|
$
|
242,571
|
|
|
$
|
(2,592
|
)
|
|
$
|
19,367
|
|
|
$
|
1,105,515
|
|
|
|
Nine Months Ended
|
||||||
(in thousands)
|
|
October 1,
2016 |
|
October 3,
2015 |
||||
Operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
23,424
|
|
|
$
|
43,705
|
|
Adjustments to reconcile net income to cash from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
72,687
|
|
|
52,585
|
|
||
Stock-based compensation expense
|
|
22,542
|
|
|
4,255
|
|
||
Gain on sale of fixed assets, net
|
|
(25
|
)
|
|
(90
|
)
|
||
Gain on sale of route businesses, net
|
|
(650
|
)
|
|
(1,368
|
)
|
||
Changes in fair value of investments
|
|
179
|
|
|
(585
|
)
|
||
Gain on write-off of debt premium
|
|
(1,341
|
)
|
|
—
|
|
||
Impairment charges
|
|
1,370
|
|
|
—
|
|
||
Deferred income taxes
|
|
7,139
|
|
|
6,627
|
|
||
Provision for doubtful accounts
|
|
218
|
|
|
866
|
|
||
Changes in operating assets and liabilities, excluding business acquisitions and foreign currency translation adjustments
|
|
28,480
|
|
|
(11,537
|
)
|
||
Net cash provided by operating activities
|
|
154,023
|
|
|
94,458
|
|
||
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(55,823
|
)
|
|
(38,800
|
)
|
||
Purchases of route businesses
|
|
(16,467
|
)
|
|
(19,622
|
)
|
||
Proceeds from sale of fixed assets and insurance recoveries
|
|
1,094
|
|
|
1,524
|
|
||
Proceeds from sale of route businesses
|
|
14,894
|
|
|
23,750
|
|
||
Proceeds from sale of investments
|
|
—
|
|
|
826
|
|
||
Business acquisitions, net of cash acquired
|
|
(1,036,437
|
)
|
|
—
|
|
||
Changes in restricted cash
|
|
252
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(1,092,487
|
)
|
|
(32,322
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Dividends paid to stockholders
|
|
(42,078
|
)
|
|
(33,884
|
)
|
||
Debt issuance costs
|
|
(6,047
|
)
|
|
—
|
|
||
Payments on capital leases
|
|
(1,745
|
)
|
|
—
|
|
||
Issuances of common stock
|
|
9,001
|
|
|
6,126
|
|
||
Excess tax benefit from stock-based compensation
|
|
577
|
|
|
1,026
|
|
||
Share repurchases, including shares surrendered for tax withholding
|
|
(8,485
|
)
|
|
(836
|
)
|
||
Net proceeds from existing credit facilities
|
|
72,000
|
|
|
—
|
|
||
Repayments of long-term debt
|
|
(226,390
|
)
|
|
(5,625
|
)
|
||
Proceeds from issuance of long-term debt
|
|
1,130,000
|
|
|
—
|
|
||
Net cash provided by/(used in) financing activities
|
|
926,833
|
|
|
(33,193
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
(660
|
)
|
|
—
|
|
||
|
|
|
|
|
||||
(Decrease)/increase in cash and cash equivalents
|
|
(12,291
|
)
|
|
28,943
|
|
||
Cash and cash equivalents at beginning of period
|
|
39,105
|
|
|
35,373
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
26,814
|
|
|
$
|
64,316
|
|
|
|
|
|
|
||||
Supplemental information:
|
|
|
|
|
||||
Cash paid for income taxes, net of refunds of $1,522 and $678, respectively
|
|
$
|
5,060
|
|
|
$
|
18,420
|
|
Cash paid for interest
|
|
$
|
22,414
|
|
|
$
|
7,008
|
|
|
|
|
|
|
||||
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
|
)
|
•
|
Excess tax benefits for share-based payments will be recorded as an adjustment to income tax expense and reflected in operating cash flows after adoption of this accounting standard. Excess tax benefits are currently recorded through income tax receivable and equity, and presented as a financing cash flow.
|
•
|
The guidance allows the employer to withhold up to the maximum statutory tax rates in the applicable jurisdictions without triggering liability accounting. The Company's accounting treatment of outstanding equity awards will not be impacted by its adoption of this provision of the accounting standard.
|
•
|
The guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The Company does not plan to make this election, and will continue to account for forfeitures on an estimated basis.
|
|
|
Conversion Calculation
|
|
Fair Value
(in thousands)
|
||||
Diamond common shares outstanding as of February 29, 2016
|
|
31,062,164
|
|
|
|
|||
Multiplied by 0.775 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
|
|
|
|
As of
October 1, 2016
|
||||||
Cash and cash equivalents
|
|
$
|
28,945
|
|
|
$
|
—
|
|
|
$
|
28,945
|
|
Accounts receivable
|
|
77,445
|
|
|
620
|
|
|
78,065
|
|
|||
Inventories
|
|
168,089
|
|
|
(11,315
|
)
|
|
156,774
|
|
|||
Prepaid expenses and other current assets
|
|
12,111
|
|
|
1,556
|
|
|
13,667
|
|
|||
Fixed assets
|
|
136,340
|
|
|
(7,784
|
)
|
|
128,556
|
|
|||
Goodwill
|
|
868,443
|
|
|
(18,421
|
)
|
|
850,022
|
|
|||
Other intangible assets
|
|
902,500
|
|
|
20,794
|
|
|
923,294
|
|
|||
Equity investments
|
|
8,607
|
|
|
3,988
|
|
|
12,595
|
|
|||
Other long term assets
|
|
1,018
|
|
|
(45
|
)
|
|
973
|
|
|||
Total assets acquired
|
|
2,203,498
|
|
|
(10,607
|
)
|
|
2,192,891
|
|
|||
|
|
|
|
|
|
|
|
|||||
Accounts payable, and other current liabilities, including payable to growers
|
|
134,715
|
|
|
(6,617
|
)
|
|
128,098
|
|
|||
Deferred income tax liability
|
|
191,425
|
|
|
(5,135
|
)
|
|
186,290
|
|
|||
Other long term liabilities
|
|
20,179
|
|
|
1,145
|
|
|
21,324
|
|
|||
Total liabilities assumed
|
|
346,319
|
|
|
(10,607
|
)
|
|
335,712
|
|
|||
|
|
|
|
|
|
|
|
|||||
Net assets acquired
(1)
|
|
$
|
1,857,179
|
|
|
$
|
—
|
|
|
$
|
1,857,179
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(in thousands, except per share data)
|
|
October 1,
2016 |
|
October 3,
2015 |
|
October 1,
2016 |
|
October 3,
2015 |
||||||||
Net revenue
|
|
$
|
588,801
|
|
|
$
|
611,186
|
|
|
$
|
1,790,680
|
|
|
$
|
1,845,740
|
|
Net income attributable to Snyder's-Lance, Inc.
|
|
$
|
29,315
|
|
|
$
|
22,375
|
|
|
$
|
72,707
|
|
|
$
|
15,290
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(in thousands, except per share data)
|
|
October 1,
2016 |
|
October 3,
2015 |
|
October 1,
2016 |
|
October 3,
2015 |
||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Snyder's-Lance, Inc.
|
|
$
|
29,315
|
|
|
$
|
15,677
|
|
|
$
|
23,565
|
|
|
$
|
43,642
|
|
Income allocated to participating securities
|
|
(78
|
)
|
|
(42
|
)
|
|
(61
|
)
|
|
(110
|
)
|
||||
Income allocated to common shares
|
|
$
|
29,237
|
|
|
$
|
15,635
|
|
|
$
|
23,504
|
|
|
$
|
43,532
|
|
Weighted average shares outstanding – Basic
|
|
95,881
|
|
|
70,548
|
|
|
90,504
|
|
|
70,411
|
|
||||
Earnings per share – Basic
|
|
$
|
0.30
|
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – Basic
|
|
95,881
|
|
|
70,548
|
|
|
90,504
|
|
|
70,411
|
|
||||
Effect of dilutive stock options, restricted units and performance-based restricted units on shares outstanding
|
|
1,131
|
|
|
771
|
|
|
989
|
|
|
723
|
|
||||
Weighted average shares outstanding – Diluted
|
|
97,012
|
|
|
71,319
|
|
|
91,493
|
|
|
71,134
|
|
||||
Earnings per share – Diluted
|
|
$
|
0.30
|
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.61
|
|
•
|
269,105
restricted units with unrecognized compensation expense of
$5.1 million
and vesting dates ranging from
October 2, 2016
to
January 18, 2020
.
|
•
|
534,783
stock options that are fully vested and have exercise prices that range from
$11.75
to
$65.71
. The total intrinsic value of these options was
$10.2 million
at the end of the
third quarter
.
|
(in thousands)
|
|
October 1,
2016 |
|
January 2,
2016 |
||||
Finished goods
|
|
$
|
136,776
|
|
|
$
|
66,143
|
|
Raw materials
|
|
65,400
|
|
|
14,736
|
|
||
Work in process
|
|
11,304
|
|
|
—
|
|
||
Maintenance parts, packaging and supplies
|
|
43,897
|
|
|
30,115
|
|
||
Total inventories, net
|
|
$
|
257,377
|
|
|
$
|
110,994
|
|
(in thousands)
|
|
October 1,
2016 |
|
January 2,
2016 |
||||
Land and land improvements
|
|
$
|
44,250
|
|
|
$
|
28,508
|
|
Buildings and building improvements
|
|
198,616
|
|
|
156,725
|
|
||
Machinery, equipment and computer systems
|
|
582,340
|
|
|
506,649
|
|
||
Trucks, trailers and automobiles
|
|
33,712
|
|
|
33,760
|
|
||
Furniture and fixtures
|
|
5,014
|
|
|
4,210
|
|
||
Construction in progress
|
|
48,642
|
|
|
11,503
|
|
||
Capital leases
(1)
|
|
4,385
|
|
|
—
|
|
||
|
|
$
|
916,959
|
|
|
$
|
741,355
|
|
Accumulated depreciation
|
|
(388,023
|
)
|
|
(339,802
|
)
|
||
|
|
528,936
|
|
|
401,553
|
|
||
Fixed assets held for sale
|
|
(66
|
)
|
|
(88
|
)
|
||
Fixed assets, net
|
|
$
|
528,870
|
|
|
$
|
401,465
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of January 2, 2016
|
|
$
|
539,119
|
|
Business acquisitions
|
|
855,837
|
|
|
Changes in foreign currency exchange rates
|
|
(15,879
|
)
|
|
Goodwill reclassified to assets held for sale
|
|
(511
|
)
|
|
Balance as of October 1, 2016
|
|
$
|
1,378,566
|
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Cumulative Impairments
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||
As of October 1, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Customer and contractual relationships
(1)
– amortized
|
|
$
|
498,526
|
|
|
$
|
—
|
|
|
$
|
(51,917
|
)
|
|
$
|
446,609
|
|
Non-compete agreement – amortized
|
|
710
|
|
|
—
|
|
|
(387
|
)
|
|
323
|
|
||||
Developed technology – amortized
|
|
3,317
|
|
|
—
|
|
|
(415
|
)
|
|
2,902
|
|
||||
Reacquired rights – amortized
|
|
3,100
|
|
|
—
|
|
|
(2,005
|
)
|
|
1,095
|
|
||||
Patents – amortized
|
|
8,600
|
|
|
—
|
|
|
(3,112
|
)
|
|
5,488
|
|
||||
Routes – unamortized
|
|
9,906
|
|
|
—
|
|
|
—
|
|
|
9,906
|
|
||||
Trademarks
(2)
– unamortized
|
|
971,189
|
|
|
(6,700
|
)
|
|
—
|
|
|
964,489
|
|
||||
Balance as of October 1, 2016
|
|
$
|
1,495,348
|
|
|
$
|
(6,700
|
)
|
|
$
|
(57,836
|
)
|
|
$
|
1,430,812
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(1,157
|
)
|
|
Balance as of October 1, 2016
|
|
$
|
9,906
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of January 2, 2016
|
|
$
|
15,590
|
|
Purchases of route businesses held for sale
|
|
16,467
|
|
|
Sales of route businesses held for sale
|
|
(14,244
|
)
|
|
Reclassifications from route intangibles and goodwill
|
|
1,668
|
|
|
Balance as of October 1, 2016
|
|
$
|
19,481
|
|
(in thousands)
|
|
October 1,
2016 |
|
January 2,
2016 |
||||
Revolving credit facility
|
|
$
|
72,000
|
|
|
$
|
—
|
|
Other long-term debt
|
|
1,290,486
|
|
|
388,396
|
|
||
Debt issuance costs, net
(1)
|
|
(10,818
|
)
|
|
(7,554
|
)
|
||
Total debt, net
|
|
1,351,668
|
|
|
380,842
|
|
||
Current portion of long-term debt
|
|
(49,000
|
)
|
|
(8,541
|
)
|
||
Total long-term debt, net
|
|
$
|
1,302,668
|
|
|
$
|
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 October 1, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
26,814
|
|
|
$
|
26,814
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
714
|
|
|
714
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
27,528
|
|
|
$
|
27,528
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
3,087
|
|
|
$
|
—
|
|
|
$
|
3,087
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
3,087
|
|
|
$
|
—
|
|
|
$
|
3,087
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
October 1,
2016 |
|
January 2,
2016 |
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
$
|
(3,087
|
)
|
|
$
|
(1,045
|
)
|
Total fair value of derivative instruments
|
|
|
|
$
|
(3,087
|
)
|
|
$
|
(1,045
|
)
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(in thousands)
|
|
October 1,
2016 |
|
October 3,
2015 |
|
October 1,
2016 |
|
October 3,
2015 |
||||||||
Gains/(losses) on interest rate swaps, net of income tax (expense)/benefit of ($234), $709, $794 and $707, respectively
|
|
$
|
378
|
|
|
$
|
(1,138
|
)
|
|
$
|
(1,249
|
)
|
|
$
|
(1,134
|
)
|
Total change in unrealized gains/(losses) from derivative instruments, net of income tax (effective portion)
|
|
$
|
378
|
|
|
$
|
(1,138
|
)
|
|
$
|
(1,249
|
)
|
|
$
|
(1,134
|
)
|
(in thousands)
|
|
Amount
|
||
Remainder of 2016
|
|
$
|
1,181
|
|
2017
|
|
4,618
|
|
|
2018
|
|
4,259
|
|
|
2019
|
|
4,158
|
|
|
2020
|
|
4,162
|
|
|
Thereafter
|
|
10,702
|
|
|
Total operating lease commitments
|
|
$
|
29,080
|
|
(in thousands)
|
|
Amount
|
||
Remainder of 2016
|
|
$
|
790
|
|
2017
|
|
1,757
|
|
|
2018
|
|
1,594
|
|
|
2019
|
|
1,049
|
|
|
2020
|
|
333
|
|
|
Thereafter
|
|
—
|
|
|
Total minimum payments
|
|
5,523
|
|
|
Less amount representing interest
|
|
(179
|
)
|
|
Present value of capital lease obligations
|
|
$
|
5,344
|
|
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(in thousands)
|
|
Income Statement Location
|
|
October 1,
2016 |
|
October 3,
2015 |
|
October 1,
2016 |
|
October 3,
2015 |
||||||||
Losses on cash flow hedges reclassified out of accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, net of tax of $98, $175, $299, and $334, respectively
|
|
Interest expense, net
|
|
$
|
(158
|
)
|
|
$
|
(280
|
)
|
|
$
|
(477
|
)
|
|
$
|
(536
|
)
|
Total amounts reclassified from accumulated other comprehensive loss
|
|
|
|
$
|
(158
|
)
|
|
$
|
(280
|
)
|
|
$
|
(477
|
)
|
|
$
|
(536
|
)
|
(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
|
|
(1,726
|
)
|
|
(24,226
|
)
|
|
(25,952
|
)
|
|||
Losses reclassified from accumulated other comprehensive loss
|
|
477
|
|
|
—
|
|
|
477
|
|
|||
Total other comprehensive loss
|
|
(1,249
|
)
|
|
(24,226
|
)
|
|
(25,475
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance as of October 1, 2016
|
|
$
|
(1,879
|
)
|
|
$
|
(24,226
|
)
|
|
$
|
(26,105
|
)
|
(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
|
|
(1,670
|
)
|
|
(451
|
)
|
|
(2,121
|
)
|
|||
Losses reclassified from accumulated other comprehensive loss
|
|
536
|
|
|
—
|
|
|
536
|
|
|||
Total other comprehensive loss
|
|
(1,134
|
)
|
|
(451
|
)
|
|
(1,585
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance as of October 3, 2015
|
|
$
|
(1,404
|
)
|
|
$
|
(1,188
|
)
|
|
$
|
(2,592
|
)
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(in thousands)
|
|
October 1,
2016 |
|
October 3,
2015 |
|
October 1,
2016 |
|
October 3,
2015 |
||||||||
Branded
|
|
$
|
428,868
|
|
|
$
|
298,442
|
|
|
$
|
1,199,640
|
|
|
$
|
892,434
|
|
Culinary
|
|
42,861
|
|
|
—
|
|
|
103,651
|
|
|
—
|
|
||||
Partner brand
|
|
73,821
|
|
|
75,396
|
|
|
229,607
|
|
|
230,127
|
|
||||
Other
|
|
43,251
|
|
|
42,935
|
|
|
128,168
|
|
|
127,981
|
|
||||
Net revenue
|
|
$
|
588,801
|
|
|
$
|
416,773
|
|
|
$
|
1,661,066
|
|
|
$
|
1,250,542
|
|
•
|
Incremental net revenue of
$168.9 million
for the
third quarter
of 2016.
|
•
|
Transaction and integration related expenses of
$4.0 million
for the third quarter of 2016.
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
October 1, 2016
|
|
October 3, 2015
|
|
||||||||||||||||
Net revenue
|
|
$
|
588,801
|
|
|
100.0
|
%
|
|
$
|
416,773
|
|
|
100.0
|
%
|
|
$
|
172,028
|
|
|
41.3
|
%
|
Cost of sales
|
|
375,729
|
|
|
63.8
|
%
|
|
274,287
|
|
|
65.8
|
%
|
|
(101,442
|
)
|
|
(37.0
|
)%
|
|||
Gross profit
|
|
213,072
|
|
|
36.2
|
%
|
|
142,486
|
|
|
34.2
|
%
|
|
70,586
|
|
|
49.5
|
%
|
|||
Selling, general and administrative
|
|
161,107
|
|
|
27.4
|
%
|
|
114,835
|
|
|
27.6
|
%
|
|
(46,272
|
)
|
|
(40.3
|
)%
|
|||
Settlements of certain litigation
|
|
—
|
|
|
—
|
%
|
|
2,900
|
|
|
0.7
|
%
|
|
2,900
|
|
|
100.0
|
%
|
|||
Transaction and integration related expenses
|
|
4,043
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
%
|
|
(4,043
|
)
|
|
(100.0
|
)%
|
|||
Impairment charges
|
|
507
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
(507
|
)
|
|
(100.0
|
)%
|
|||
Loss/(gain) on sale of route businesses, net
|
|
41
|
|
|
—
|
%
|
|
(501
|
)
|
|
(0.1
|
)%
|
|
(542
|
)
|
|
nm
|
|
|||
Other (income)/expense, net
|
|
(3,512
|
)
|
|
(0.6
|
)%
|
|
115
|
|
|
—
|
%
|
|
3,627
|
|
|
nm
|
|
|||
Income before interest and income taxes
|
|
50,886
|
|
|
8.6
|
%
|
|
25,137
|
|
|
6.0
|
%
|
|
25,749
|
|
|
102.4
|
%
|
|||
Interest expense, net
|
|
9,215
|
|
|
1.5
|
%
|
|
2,851
|
|
|
0.6
|
%
|
|
(6,364
|
)
|
|
(223.2
|
)%
|
|||
Income before income taxes
|
|
41,671
|
|
|
7.1
|
%
|
|
22,286
|
|
|
5.4
|
%
|
|
19,385
|
|
|
87.0
|
%
|
|||
Income tax expense
|
|
12,470
|
|
|
2.1
|
%
|
|
6,557
|
|
|
1.6
|
%
|
|
(5,913
|
)
|
|
(90.2
|
)%
|
|||
Net income
|
|
$
|
29,201
|
|
|
5.0
|
%
|
|
$
|
15,729
|
|
|
3.8
|
%
|
|
$
|
13,472
|
|
|
85.7
|
%
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
October 1, 2016
|
|
October 3, 2015
|
|
||||||||||||||||
Branded
|
|
$
|
428,868
|
|
|
72.8
|
%
|
|
$
|
298,442
|
|
|
71.6
|
%
|
|
$
|
130,426
|
|
|
43.7
|
%
|
Culinary
|
|
42,861
|
|
|
7.3
|
%
|
|
—
|
|
|
—
|
%
|
|
42,861
|
|
|
100.0
|
%
|
|||
Partner brand
|
|
73,821
|
|
|
12.5
|
%
|
|
75,396
|
|
|
18.1
|
%
|
|
(1,575
|
)
|
|
(2.1
|
)%
|
|||
Other
|
|
43,251
|
|
|
7.4
|
%
|
|
42,935
|
|
|
10.3
|
%
|
|
316
|
|
|
0.7
|
%
|
|||
Net revenue
|
|
$
|
588,801
|
|
|
100.0
|
%
|
|
$
|
416,773
|
|
|
100.0
|
%
|
|
$
|
172,028
|
|
|
41.3
|
%
|
(in thousands)
|
|
Q3 2016 Net Revenue
|
|
Incremental Diamond Net Revenue
|
|
Q3 2016
Net Revenue
excluding Diamond
(1)
|
|
Q3 2015
Net Revenue
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||
Branded
|
|
$
|
428,868
|
|
|
$
|
122,540
|
|
|
$
|
306,328
|
|
|
$
|
298,442
|
|
|
$
|
7,886
|
|
|
2.6
|
%
|
Culinary
|
|
42,861
|
|
|
42,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||
Partner brand
|
|
73,821
|
|
|
—
|
|
|
73,821
|
|
|
75,396
|
|
|
(1,575
|
)
|
|
(2.1
|
)%
|
|||||
Other
|
|
43,251
|
|
|
3,527
|
|
|
39,724
|
|
|
42,935
|
|
|
(3,211
|
)
|
|
(7.5
|
)%
|
|||||
Net revenue
|
|
$
|
588,801
|
|
|
$
|
168,928
|
|
|
$
|
419,873
|
|
|
$
|
416,773
|
|
|
$
|
3,100
|
|
|
0.7
|
%
|
|
|
Nine Months Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
October 1, 2016
|
|
October 3, 2015
|
|
||||||||||||||||
Net revenue
|
|
$
|
1,661,066
|
|
|
100.0
|
%
|
|
$
|
1,250,542
|
|
|
100.0
|
%
|
|
$
|
410,524
|
|
|
32.8
|
%
|
Cost of sales
|
|
1,087,557
|
|
|
65.5
|
%
|
|
817,211
|
|
|
65.3
|
%
|
|
(270,346
|
)
|
|
(33.1
|
)%
|
|||
Gross profit
|
|
573,509
|
|
|
34.5
|
%
|
|
433,331
|
|
|
34.7
|
%
|
|
140,178
|
|
|
32.3
|
%
|
|||
Selling, general and administrative
|
|
452,815
|
|
|
27.3
|
%
|
|
355,828
|
|
|
28.5
|
%
|
|
(96,987
|
)
|
|
(27.3
|
)%
|
|||
Settlements of certain litigation
|
|
—
|
|
|
—
|
%
|
|
5,675
|
|
|
0.5
|
%
|
|
5,675
|
|
|
100.0
|
%
|
|||
Transaction and integration related expenses
|
|
63,983
|
|
|
3.9
|
%
|
|
—
|
|
|
—
|
%
|
|
(63,983
|
)
|
|
(100.0
|
)%
|
|||
Impairment charges
|
|
1,370
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
(1,370
|
)
|
|
(100.0
|
)%
|
|||
Gain on sale of route businesses, net
|
|
(650
|
)
|
|
—
|
%
|
|
(1,368
|
)
|
|
(0.1
|
)%
|
|
(718
|
)
|
|
(52.5
|
)%
|
|||
Other income, net
|
|
(4,796
|
)
|
|
(0.5
|
)%
|
|
(731
|
)
|
|
(0.1
|
)%
|
|
4,065
|
|
|
556.1
|
%
|
|||
Income before interest and income taxes
|
|
60,787
|
|
|
3.7
|
%
|
|
73,927
|
|
|
5.9
|
%
|
|
(13,140
|
)
|
|
(17.8
|
)%
|
|||
Loss on early extinguishment of debt
|
|
4,749
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
%
|
|
(4,749
|
)
|
|
(100.0
|
)%
|
|||
Interest expense, net
|
|
23,305
|
|
|
1.4
|
%
|
|
7,989
|
|
|
0.6
|
%
|
|
(15,316
|
)
|
|
(191.7
|
)%
|
|||
Income before income taxes
|
|
32,733
|
|
|
2.0
|
%
|
|
65,938
|
|
|
5.3
|
%
|
|
(33,205
|
)
|
|
(50.4
|
)%
|
|||
Income tax expense
|
|
9,309
|
|
|
0.6
|
%
|
|
22,233
|
|
|
1.8
|
%
|
|
12,924
|
|
|
58.1
|
%
|
|||
Net income
|
|
$
|
23,424
|
|
|
1.4
|
%
|
|
$
|
43,705
|
|
|
3.5
|
%
|
|
$
|
(20,281
|
)
|
|
(46.4
|
)%
|
|
|
Nine Months Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
October 1, 2016
|
|
October 3, 2015
|
|
||||||||||||||||
Branded
|
|
$
|
1,199,640
|
|
|
72.2
|
%
|
|
$
|
892,434
|
|
|
71.4
|
%
|
|
$
|
307,206
|
|
|
34.4
|
%
|
Culinary
|
|
103,651
|
|
|
6.3
|
%
|
|
—
|
|
|
—
|
%
|
|
103,651
|
|
|
100.0
|
%
|
|||
Partner brand
|
|
229,607
|
|
|
13.8
|
%
|
|
230,127
|
|
|
18.4
|
%
|
|
(520
|
)
|
|
(0.2
|
)%
|
|||
Other
|
|
128,168
|
|
|
7.7
|
%
|
|
127,981
|
|
|
10.2
|
%
|
|
187
|
|
|
0.1
|
%
|
|||
Net revenue
|
|
$
|
1,661,066
|
|
|
100.0
|
%
|
|
$
|
1,250,542
|
|
|
100.0
|
%
|
|
$
|
410,524
|
|
|
32.8
|
%
|
(in thousands)
|
|
First Nine Months 2016 Net Revenue
|
|
Incremental Diamond Net Revenue
|
|
First Nine Months 2016 Net Revenue excluding Diamond
(1)
|
|
First Nine Months 2015 Net Revenue
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||
Branded
|
|
$
|
1,199,640
|
|
|
$
|
303,777
|
|
|
$
|
895,863
|
|
|
$
|
892,434
|
|
|
$
|
3,429
|
|
|
0.4
|
%
|
Culinary
|
|
103,651
|
|
|
103,651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||
Partner brand
|
|
229,607
|
|
|
—
|
|
|
229,607
|
|
|
230,127
|
|
|
(520
|
)
|
|
(0.2
|
)%
|
|||||
Other
|
|
128,168
|
|
|
8,536
|
|
|
119,632
|
|
|
127,981
|
|
|
(8,349
|
)
|
|
(6.5
|
)%
|
|||||
Net revenue
|
|
$
|
1,661,066
|
|
|
$
|
415,964
|
|
|
$
|
1,245,102
|
|
|
$
|
1,250,542
|
|
|
$
|
(5,440
|
)
|
|
(0.4
|
)%
|
(in thousands)
|
|
October 1,
2016 |
|
October 3,
2015 |
||||
Net cash provided by/(used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
154,023
|
|
|
$
|
94,458
|
|
Investing activities
|
|
(1,092,487
|
)
|
|
(32,322
|
)
|
||
Financing activities
|
|
926,833
|
|
|
(33,193
|
)
|
||
Effect of exchange rate changes on cash
|
|
(660
|
)
|
|
—
|
|
||
Net (decrease)/increase in cash and cash equivalents
|
|
$
|
(12,291
|
)
|
|
$
|
28,943
|
|
Diamond Contractual Obligations
(in thousands)
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
|||||||||||
Capital leases, including interest
|
|
$
|
5,523
|
|
|
$
|
790
|
|
|
$
|
3,351
|
|
|
$
|
1,382
|
|
|
$
|
—
|
|
Operating leases
|
|
29,080
|
|
|
1,181
|
|
|
8,877
|
|
|
8,320
|
|
|
10,702
|
|
|||||
Purchase commitments
|
|
75,440
|
|
|
27,050
|
|
|
43,016
|
|
|
5,374
|
|
|
—
|
|
|||||
Other long-term liabilities
|
|
3,508
|
|
|
310
|
|
|
2,476
|
|
|
722
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
113,551
|
|
|
$
|
29,331
|
|
|
$
|
57,720
|
|
|
$
|
15,798
|
|
|
$
|
10,702
|
|
•
|
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)
|
|||||
July 3, 2016 - July 31, 2016
|
|
236
|
|
|
$
|
34.86
|
|
|
—
|
|
|
—
|
|
August 1, 2016 - August 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
September 1, 2016 - October 1, 2016
|
|
200
|
|
|
35.44
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
436
|
|
|
$
|
35.13
|
|
|
—
|
|
|
—
|
|
|
No.
|
Description
|
|
|
|
|
10.1
|
Snyder’s-Lance, Inc. 2016 Key Employee Incentive Plan Nonqualified Stock Option Form Agreement, filed herewith.
|
|
|
|
|
10.2
|
Snyder’s-Lance, Inc. 2016 Key Employee Incentive Plan Restricted Stock Unit Form Agreement, filed herewith.
|
|
|
|
|
10.3
|
Chief Financial Officer Offer Letter dated September 19, 2016, between the Registrant and Alexander W. Pease, 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 October 1, 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: November 8, 2016
|
By:
|
|
/s/ Alexander W. Pease
|
|
|
|
Alexander W. Pease
|
|
|
|
Executive Vice President, Chief Financial Officer
|
Granted To
|
Grant Date
|
Number of Shares
|
Vesting Date
|
Name
Address
|
XX/XX/XXXX
|
XX,XXX
|
33-1/3% - 1 year after Award Date
33-1/3% - 2 years after Award Date
33-1/3% - 3 years after Award Date
|
Expiration Date:
|
Option Price Per Share:
$$.$$
|
1.
|
Subject to the terms and conditions of the Plan and this Agreement, the Company grants to you the option to purchase from the Company the number of shares of the Company’s Common Stock stated above at the option price per share stated above (the “Option”). The Option is not intended to be an Incentive Stock Option. By accepting this Agreement, you acknowledge having read the Prospectus and agree to be bound by all of the terms and conditions of the Plan, this Agreement and the Snyder’s-Lance, Inc. Long-Term Performance Incentive Plan for Officers and Key Managers for 2016 effective May 4, 2016.
|
2.
|
The Option vests and is exercisable by you as stated in the schedule above and in the event of a Change in Control as defined in the Plan. The manner of exercising the Option and the method for paying the applicable option price shall be as set forth in the Plan. You cannot exercise the Option for less than 100 shares unless such lesser number is the total number of shares for which the Option is exercisable at such time. No fractional shares will be issued. Any applicable withholding taxes must also be paid by you in accordance with the Plan. Shares issued upon exercise of the Option shall be issued solely in your name. The right to purchase shares pursuant to the Option shall be cumulative so that when the right to purchase an additional installment of shares has vested pursuant to the schedule above, such shares or any part thereof may be purchased thereafter until the expiration of the Option.
|
3.
|
In the event of your termination of employment with the Company or its subsidiaries, the Option shall expire on the earlier of the Expiration Date stated above or the following cancellation date depending on the reason for termination:
|
4.
|
You agree that, upon request, you will furnish a letter agreement providing that you will not distribute or resell in violation of the Securities Act of 1933, as amended, any of the shares acquired upon your exercise of the Option, that you will indemnify and hold the Company harmless against all liability for any such violation and that you will accept all liability for any such violation.
|
5.
|
The existence of the Option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
|
6.
|
Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by email, by fax or by mail, postage prepaid, to such address and directed to such person(s) as the Company may notify you from time to time; and to you at your address as shown on the records of the Company from time to time, or at such other address as you, by notice to the Company, may designate in writing from time to time.
|
Granted To
|
Award Date
|
Number of Shares
|
Vesting Amounts
and Dates
|
Name
Address
|
XX/XX/XXXX
|
XX,XXX
|
33-1/3% - 1 year after Award Date
33-1/3% - 2 years after Award Date
33-1/3% - 3 years after Award Date
|
Fair Market Value Per Share:
|
|||
$$.$$
|
1.
|
Subject to the terms and conditions of the Plan and this Agreement, the Company awards to you the number of shares of Restricted Stock Units stated above of the Company's Common Stock (the "Shares"). By accepting this Agreement, you acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Snyder’s-Lance, Inc. Long-Term Performance Incentive Plan for Officers and Key Managers for 2016.
|
2.
|
You agree that, upon request, you will furnish a letter agreement providing that you will not distribute or resell any of the Shares in violation of the Securities Act of 1933, as amended, that you will indemnify and hold the Company harmless against all liability for any such violation and that you will accept all liability for any such violation.
|
3.
|
The Units covered by this award shall vest to you in the amounts and on the dates stated in the schedule above and in the event of a Change in Control as defined in the Plan. Vested Shares shall be delivered to you as soon as practicable following the date of vesting. In that regard, you agree that you shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws and tax withholding:
|
(a)
|
Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), you acknowledges that the ultimate liability for all Tax-Related Items owed by you is and remains your responsibility and that the Company (i) makes no representations or undertakings
|
(b)
|
Prior to the vesting of the Award, you shall pay or make adequate arrangements satisfactory to the Company to satisfy all minimum withholding obligations of the Company. In this regard, you authorize the Company to withhold all applicable minimum Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company or from proceeds of the sale of the Shares. Alternatively, or in addition, to the extent permissible under applicable law, the Company may (i) sell or arrange for the sale of Shares that you acquire to meet the minimum withholding obligation for Tax-Related Items, and/or (ii) withhold Shares otherwise deliverable upon vesting, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount (to the extent necessary to comply with applicable tax laws or generally applicable accounting principles). Finally, you shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue and deliver Shares upon vesting if you fail to comply with your obligations in connection with the Tax-Related Items as described in this Section 3. While the Shares are held by the Company, you shall not have the right to sell, transfer, assign, pledge or otherwise dispose of the Shares or any interest therein.
|
4.
|
Any stock dividends issued with respect to the units shall be treated as additional Shares under the award and shall be subject to the same restrictions and other terms and conditions that apply to the Shares with respect to which such dividends are issued. Your right to vote and to receive cash dividends on unvested units as well as your right to receive such unvested units shall terminate and be forfeited upon your termination of employment with the Company or its subsidiaries for any reason, except as otherwise provided in this paragraph. In the event of your death or Disability, the Units which are not vested will be fully vested. In the event of your Retirement (as such term is defined in the plan), the Units which are not vested will be vested pro rata based on the number of full months elapsed on the date of such event since the Award Date to the vesting dates stated above. For example, if you are awarded units which would vest in two years and you retire 12 months after the Award Date, you will be vested in 50% of such units or, if you receive an award of units which would vest in four years and you retire 18 months after the Award Date, you will be vested in 37.5% of such units
in each case, as reduced for any units that previously vested before the date of such Retirement
.
|
5.
|
The existence of this award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
|
6.
|
Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by email, by fax or by mail, postage prepaid, to such address and directed to such person(s) as the Company may notify you from time to
|
•
|
$100,000 cash payment (less applicable taxes and deductions) to be paid within 30 days of start date
|
•
|
Sign on equity award in November 2016, with a value of $300,000 in the form of restricted stock units and non-qualified stock options.
|
•
|
$450,000 cash payment (less applicable taxes and deductions) to be paid in June 2017.
|
•
|
Eligibility to participate in all of our Company sponsored benefit and retirement plans.
|
•
|
Four weeks of paid vacation effective in 2017.
|
•
|
Access to a Snyder’s-Lance Inc. corporate membership at Ballantyne Country Club. You will be responsible for all charges as well as monthly dues and any assessments.
|
Andrea Frohning
|
|
|
|
|
Chief Human Resources Officer
|
|
|
|
|
/s/ Alex Pease
|
|
|
|
September 19, 2016
|
Alex Pease
|
|
|
|
Date
|
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/ Alexander W. Pease
|
Alexander W. Pease
|
Executive Vice President, 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/ Alexander W. Pease
|
Carl E. Lee, Jr.
|
|
|
|
Alexander W. Pease
|
President and Chief Executive Officer
|
|
|
|
Executive Vice President, Chief Financial Officer
|
November 8, 2016
|
|
|
|
November 8, 2016
|