North Carolina
(State or other jurisdiction of
incorporation or organization)
|
|
56-0292920
(I.R.S. Employer Identification No.)
|
13515 Ballantyne Corporate Place
Charlotte, North Carolina
|
|
28277
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
Emerging growth company
o
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
||||||
(in thousands, except per share data)
|
|
April 1,
2017 |
|
April 2,
2016 |
||||
Net revenue
|
|
$
|
531,501
|
|
|
$
|
447,869
|
|
Cost of sales
|
|
346,735
|
|
|
304,779
|
|
||
Gross profit
|
|
184,766
|
|
|
143,090
|
|
||
|
|
|
|
|
||||
Selling, general and administrative
|
|
159,463
|
|
|
121,555
|
|
||
Transaction and integration related expenses
|
|
1,107
|
|
|
48,978
|
|
||
Impairment charges
|
|
—
|
|
|
374
|
|
||
Other operating expense/(income), net
|
|
270
|
|
|
(505
|
)
|
||
Operating income/(loss)
|
|
23,926
|
|
|
(27,312
|
)
|
||
|
|
|
|
|
||||
Other income, net
|
|
(1,016
|
)
|
|
(328
|
)
|
||
Income/(loss) before interest and income taxes
|
|
24,942
|
|
|
(26,984
|
)
|
||
|
|
|
|
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
4,749
|
|
||
Interest expense, net
|
|
8,954
|
|
|
4,729
|
|
||
Income/(loss) before income taxes
|
|
15,988
|
|
|
(36,462
|
)
|
||
|
|
|
|
|
||||
Income tax expense/(benefit)
|
|
4,662
|
|
|
(13,614
|
)
|
||
Income/(loss) from continuing operations
|
|
11,326
|
|
|
(22,848
|
)
|
||
Loss from discontinued operations, net of income tax
|
|
—
|
|
|
(2,546
|
)
|
||
Net income/(loss)
|
|
11,326
|
|
|
(25,394
|
)
|
||
Net income attributable to non-controlling interests
|
|
164
|
|
|
37
|
|
||
Net income/(loss) attributable to Snyder’s-Lance, Inc.
|
|
$
|
11,162
|
|
|
$
|
(25,431
|
)
|
|
|
|
|
|
||||
Amounts attributable to Snyder's-Lance, Inc.:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
11,162
|
|
|
$
|
(22,885
|
)
|
Discontinued operations
|
|
—
|
|
|
(2,546
|
)
|
||
Net income/(loss) attributable to Snyder's-Lance, Inc.
|
|
$
|
11,162
|
|
|
$
|
(25,431
|
)
|
|
|
|
|
|
||||
Basic earnings/(loss) per share:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.12
|
|
|
$
|
(0.29
|
)
|
Discontinued operations
|
|
—
|
|
|
(0.03
|
)
|
||
Total basic earnings/(loss) per share
|
|
$
|
0.12
|
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
||||
Weighted average shares outstanding - basic
|
|
96,193
|
|
|
79,953
|
|
||
|
|
|
|
|
||||
Diluted earnings/(loss) per share:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.11
|
|
|
$
|
(0.29
|
)
|
Discontinued operations
|
|
—
|
|
|
(0.03
|
)
|
||
Total diluted earnings/(loss) per share
|
|
$
|
0.11
|
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
||||
Weighted average shares outstanding - diluted
|
|
97,620
|
|
|
79,953
|
|
||
|
|
|
|
|
||||
Dividends declared per common share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
April 1,
2017 |
|
April 2,
2016 |
||||
Net income/(loss)
|
|
$
|
11,326
|
|
|
$
|
(25,394
|
)
|
|
|
|
|
|
||||
Net unrealized (gain)/loss on derivative instruments, net of income tax
|
|
(425
|
)
|
|
1,124
|
|
||
Foreign currency translation adjustment, net of income tax
|
|
(3,283
|
)
|
|
(6,651
|
)
|
||
Total other comprehensive income
|
|
(3,708
|
)
|
|
(5,527
|
)
|
||
|
|
|
|
|
||||
Total comprehensive income/(loss)
|
|
15,034
|
|
|
(19,867
|
)
|
||
Comprehensive income attributable to non-controlling interests
|
|
164
|
|
|
37
|
|
||
Total comprehensive income/(loss) attributable to Snyder’s-Lance, Inc.
|
|
$
|
14,870
|
|
|
$
|
(19,904
|
)
|
(in thousands, except share and per share data)
|
|
April 1,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
20,193
|
|
|
$
|
35,409
|
|
Restricted cash
|
|
446
|
|
|
714
|
|
||
Accounts receivable, net of allowances of $1,327 and $1,290, respectively
|
|
192,274
|
|
|
210,723
|
|
||
Receivable from the sale of Diamond of California
|
|
—
|
|
|
118,577
|
|
||
Inventories, net
|
|
181,157
|
|
|
173,456
|
|
||
Prepaid income taxes and income taxes receivable
|
|
4,963
|
|
|
5,744
|
|
||
Assets held for sale
|
|
21,636
|
|
|
19,568
|
|
||
Prepaid expenses and other current assets
|
|
31,201
|
|
|
27,666
|
|
||
Total current assets
|
|
451,870
|
|
|
591,857
|
|
||
|
|
|
|
|
||||
Noncurrent assets:
|
|
|
|
|
||||
Fixed assets, net
|
|
494,815
|
|
|
501,884
|
|
||
Goodwill
|
|
1,319,778
|
|
|
1,318,362
|
|
||
Other intangible assets, net
|
|
1,369,286
|
|
|
1,373,800
|
|
||
Other noncurrent assets
|
|
51,198
|
|
|
48,173
|
|
||
Total assets
|
|
$
|
3,686,947
|
|
|
$
|
3,834,076
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
49,000
|
|
|
$
|
49,000
|
|
Accounts payable
|
|
112,453
|
|
|
99,249
|
|
||
Accrued compensation
|
|
26,897
|
|
|
44,901
|
|
||
Accrued casualty insurance claims
|
|
3,740
|
|
|
4,266
|
|
||
Accrued marketing, selling and promotional costs
|
|
46,819
|
|
|
50,179
|
|
||
Other payables and accrued liabilities
|
|
40,430
|
|
|
47,958
|
|
||
Total current liabilities
|
|
279,339
|
|
|
295,553
|
|
||
|
|
|
|
|
||||
Noncurrent liabilities:
|
|
|
|
|
||||
Long-term debt, net
|
|
1,104,237
|
|
|
1,245,959
|
|
||
Deferred income taxes, net
|
|
384,299
|
|
|
378,236
|
|
||
Accrued casualty insurance claims
|
|
13,990
|
|
|
13,049
|
|
||
Other noncurrent liabilities
|
|
22,304
|
|
|
25,609
|
|
||
Total liabilities
|
|
1,804,169
|
|
|
1,958,406
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.83 1/3 par value. 110,000,000 shares authorized; 96,591,878 and 96,242,784 shares outstanding, respectively
|
|
80,490
|
|
|
80,199
|
|
||
Preferred stock, $1.00 par value. 5,000,000 shares authorized; no shares outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
1,605,871
|
|
|
1,598,678
|
|
||
Retained earnings
|
|
191,485
|
|
|
195,733
|
|
||
Accumulated other comprehensive loss
|
|
(14,269
|
)
|
|
(17,977
|
)
|
||
Total Snyder’s-Lance, Inc. stockholders’ equity
|
|
1,863,577
|
|
|
1,856,633
|
|
||
Non-controlling interests
|
|
19,201
|
|
|
19,037
|
|
||
Total stockholders’ equity
|
|
1,882,778
|
|
|
1,875,670
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,686,947
|
|
|
$
|
3,834,076
|
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
Operating activities:
|
|
|
|
|
||||
Net income/(loss)
|
|
$
|
11,326
|
|
|
$
|
(25,394
|
)
|
Adjustments to reconcile net income/(loss) to cash from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
24,607
|
|
|
20,558
|
|
||
Stock-based compensation expense
|
|
2,454
|
|
|
14,270
|
|
||
Loss/(gain) on sale of fixed assets, net
|
|
396
|
|
|
(25
|
)
|
||
Gain on sale of route businesses, net
|
|
(96
|
)
|
|
(536
|
)
|
||
Loss on early extinguishment of debt
|
|
—
|
|
|
4,749
|
|
||
Impairment charges
|
|
—
|
|
|
374
|
|
||
Deferred income taxes
|
|
4,360
|
|
|
(15,734
|
)
|
||
Provision for doubtful accounts
|
|
168
|
|
|
252
|
|
||
Changes in operating assets and liabilities, excluding business acquisitions, divestitures and foreign currency translation adjustments
|
|
(12,575
|
)
|
|
30,969
|
|
||
Net cash provided by operating activities
|
|
30,640
|
|
|
29,483
|
|
||
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(11,531
|
)
|
|
(11,976
|
)
|
||
Purchases of route businesses
|
|
(4,686
|
)
|
|
(11,909
|
)
|
||
Purchase of equity method investment
|
|
(1,500
|
)
|
|
—
|
|
||
Proceeds from sale of fixed assets
|
|
106
|
|
|
153
|
|
||
Proceeds from sale of route businesses
|
|
2,862
|
|
|
11,785
|
|
||
Proceeds from sale of investments
|
|
321
|
|
|
—
|
|
||
Proceeds from sale of discontinued operations
|
|
121,681
|
|
|
—
|
|
||
Business acquisition, net of cash acquired
|
|
—
|
|
|
(1,020,164
|
)
|
||
Net cash provided by/(used in) investing activities
|
|
107,253
|
|
|
(1,032,111
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Dividends paid to stockholders
|
|
(15,410
|
)
|
|
(11,355
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(6,048
|
)
|
||
Issuances of common stock
|
|
6,319
|
|
|
2,775
|
|
||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
176
|
|
||
Share repurchases, including shares surrendered for tax withholding
|
|
(1,289
|
)
|
|
(5,995
|
)
|
||
Payments on capital leases
|
|
(917
|
)
|
|
—
|
|
||
Repayments of long-term debt
|
|
(12,250
|
)
|
|
(106,170
|
)
|
||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
1,130,000
|
|
||
Repayments of revolving credit facility
|
|
(165,000
|
)
|
|
(57,000
|
)
|
||
Proceeds from revolving credit facility
|
|
35,000
|
|
|
57,000
|
|
||
Net cash (used in)/provided by financing activities
|
|
(153,547
|
)
|
|
1,003,383
|
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
170
|
|
|
97
|
|
||
|
|
|
|
|
||||
Net (decrease)/increase
|
|
(15,484
|
)
|
|
852
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
36,123
|
|
|
40,071
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
20,639
|
|
|
$
|
40,923
|
|
|
|
|
|
|
||||
Supplemental information:
|
|
|
|
|
||||
Cash paid for income taxes, net of refunds of $327 and $217, respectively
|
|
$
|
227
|
|
|
$
|
1,444
|
|
Cash paid for interest
|
|
$
|
8,596
|
|
|
$
|
4,614
|
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
|
||||
Decrease in fixed asset expenditures included in accounts payable
|
|
$
|
817
|
|
|
$
|
74
|
|
Liability for dissenters and other future cash payments associated with the acquisition of Diamond Foods (Note 4)
|
|
$
|
—
|
|
|
$
|
13,688
|
|
|
|
|
|
|
||||
Non-cash financing activities:
|
|
|
|
|
||||
Common stock and stock-based compensation issued for business acquisitions
|
|
$
|
—
|
|
|
$
|
800,987
|
|
(in thousands)
|
|
April 1,
2017 |
|
December 31,
2016 |
||||
Cash and cash equivalents
|
|
$
|
20,193
|
|
|
$
|
35,409
|
|
Restricted cash
|
|
446
|
|
|
714
|
|
||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statement of Cash Flows
|
|
$
|
20,639
|
|
|
$
|
36,123
|
|
•
|
Excess tax benefits for share-based payments were previously recorded through income tax receivable and equity, and presented as a financing cash flow. As a result of adopting this accounting standard, excess tax benefits for share-based payments are recorded as an adjustment to income tax expense and reflected in operating cash flows. We elected to adopt this provision of the accounting standard prospectively which resulted in an income tax benefit of
$1.4 million
for the first quarter of fiscal year 2017.
|
•
|
The guidance allows the employer to withhold up to the maximum statutory tax rates in the applicable jurisdictions without triggering liability accounting. Our accounting treatment of outstanding equity awards was not impacted by our 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. We did not make this election, and continue to account for forfeitures on an estimated basis.
|
•
|
Slotting fees, which are currently amortized over the lesser of their arrangement term or 12 months, but under the new standard these slotting fees will be recorded as a reduction in the transaction price when the product is sold. This could lead to a difference in the timing of recognizing revenue.
|
•
|
Licensing of promotional materials to distributors would be a separate performance obligation under the new standard. We believe that this is immaterial in the context of our contracts.
|
•
|
Contract manufacturing arrangements are recognized as revenue when product is delivered to the customer. If any of our contracts create an asset without an alternative use and an enforceable right to payment, then we would recognize revenue over time under the new standard. The right to payment is not enforceable under the contracts we have currently assessed.
|
(in thousands)
|
|
2016
|
||
Net revenue
|
|
$
|
14,896
|
|
Cost of sales
|
|
15,832
|
|
|
Gross loss
|
|
(936
|
)
|
|
Selling, general and administrative
|
|
2,634
|
|
|
Transaction and integration related expenses
|
|
328
|
|
|
Loss from discontinued operations before income taxes
|
|
(3,898
|
)
|
|
Income tax benefit
|
|
(1,352
|
)
|
|
Loss from discontinued operations, net of income tax
|
|
$
|
(2,546
|
)
|
(in thousands)
|
|
Q1 2016
|
||
Net revenue
(1)
|
|
$
|
592,379
|
|
Net income attributable to Snyder's-Lance, Inc.
(1)
|
|
$
|
23,711
|
|
|
|
Quarter Ended
|
||||||
(in thousands, except per share data)
|
|
April 1,
2017 |
|
April 2,
2016 |
||||
Basic EPS:
|
|
|
|
|
||||
Income/(loss) from continuing operations attributable to Snyder's-Lance, Inc.
|
|
$
|
11,162
|
|
|
$
|
(22,885
|
)
|
Less: Income from continuing operations allocated to participating securities
|
|
—
|
|
|
—
|
|
||
Income/(loss) from continuing operations allocated to common shares
|
|
$
|
11,162
|
|
|
$
|
(22,885
|
)
|
Weighted average shares outstanding – Basic
|
|
96,193
|
|
|
79,953
|
|
||
Earnings/(loss) per share – Basic
|
|
$
|
0.12
|
|
|
$
|
(0.29
|
)
|
|
|
|
|
|
||||
Diluted EPS:
|
|
|
|
|
||||
Weighted average shares outstanding – Basic
|
|
96,193
|
|
|
79,953
|
|
||
Effect of dilutive stock options, restricted units and performance-based restricted units on shares outstanding
|
|
1,427
|
|
|
—
|
|
||
Weighted average shares outstanding – Diluted
|
|
97,620
|
|
|
79,953
|
|
||
Earnings/(loss) per share – Diluted
|
|
$
|
0.11
|
|
|
$
|
(0.29
|
)
|
(in thousands)
|
|
April 1,
2017 |
|
December 31,
2016 |
||||
Finished goods
|
|
$
|
111,389
|
|
|
$
|
100,107
|
|
Work in process
|
|
2,569
|
|
|
1,949
|
|
||
Raw materials
|
|
22,855
|
|
|
32,095
|
|
||
Maintenance parts, packaging and supplies
|
|
44,344
|
|
|
39,305
|
|
||
Total inventories, net
|
|
$
|
181,157
|
|
|
$
|
173,456
|
|
(in thousands)
|
|
April 1,
2017 |
|
December 31,
2016 |
||||
Land and land improvements
|
|
$
|
37,903
|
|
|
$
|
37,835
|
|
Buildings and building improvements
|
|
193,448
|
|
|
192,874
|
|
||
Machinery, equipment and computer systems
|
|
617,113
|
|
|
607,869
|
|
||
Trucks, trailers and automobiles
|
|
32,439
|
|
|
32,723
|
|
||
Furniture and fixtures
|
|
4,556
|
|
|
4,720
|
|
||
Construction in progress
|
|
20,654
|
|
|
22,098
|
|
||
Capital leases
(1)
|
|
2,725
|
|
|
3,303
|
|
||
|
|
$
|
908,838
|
|
|
$
|
901,422
|
|
Accumulated depreciation
|
|
(413,990
|
)
|
|
(399,472
|
)
|
||
|
|
494,848
|
|
|
501,950
|
|
||
Fixed assets held for sale
|
|
(33
|
)
|
|
(66
|
)
|
||
Fixed assets, net
|
|
$
|
494,815
|
|
|
$
|
501,884
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 31, 2016
|
|
$
|
1,318,362
|
|
Business acquisition measurement period adjustments
|
|
194
|
|
|
Changes in foreign currency exchange rates
|
|
1,285
|
|
|
Goodwill reclassified to assets held for sale
|
|
(63
|
)
|
|
Balance as of April 1, 2017
|
|
$
|
1,319,778
|
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Cumulative Impairments
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||
As of April 1, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Customer and contractual relationships
(1)
– amortized
|
|
$
|
494,627
|
|
|
$
|
—
|
|
|
$
|
(64,921
|
)
|
|
$
|
429,706
|
|
Non-compete agreement – amortized
|
|
710
|
|
|
—
|
|
|
(447
|
)
|
|
263
|
|
||||
Developed technology – amortized
|
|
2,700
|
|
|
—
|
|
|
(506
|
)
|
|
2,194
|
|
||||
Reacquired rights – amortized
|
|
3,100
|
|
|
—
|
|
|
(2,198
|
)
|
|
902
|
|
||||
Patents – amortized
|
|
8,600
|
|
|
—
|
|
|
(3,503
|
)
|
|
5,097
|
|
||||
Routes – unamortized
|
|
10,751
|
|
|
(45
|
)
|
|
—
|
|
|
10,706
|
|
||||
Trademarks
(2)
– unamortized
|
|
927,118
|
|
|
(6,700
|
)
|
|
—
|
|
|
920,418
|
|
||||
Balance as of April 1, 2017
|
|
$
|
1,447,606
|
|
|
$
|
(6,745
|
)
|
|
$
|
(71,575
|
)
|
|
$
|
1,369,286
|
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Customer and contractual relationships – amortized
|
|
$
|
493,026
|
|
|
$
|
—
|
|
|
$
|
(58,314
|
)
|
|
$
|
434,712
|
|
Non-compete agreement – amortized
|
|
710
|
|
|
—
|
|
|
(417
|
)
|
|
293
|
|
||||
Developed technology – amortized
|
|
2,700
|
|
|
—
|
|
|
(460
|
)
|
|
2,240
|
|
||||
Reacquired rights – amortized
|
|
3,100
|
|
|
—
|
|
|
(2,101
|
)
|
|
999
|
|
||||
Patents – amortized
|
|
8,600
|
|
|
—
|
|
|
(3,308
|
)
|
|
5,292
|
|
||||
Routes – unamortized
|
|
10,869
|
|
|
(45
|
)
|
|
—
|
|
|
10,824
|
|
||||
Trademarks – unamortized
|
|
926,140
|
|
|
(6,700
|
)
|
|
—
|
|
|
919,440
|
|
||||
Balance as of December 31, 2016
|
|
$
|
1,445,145
|
|
|
$
|
(6,745
|
)
|
|
$
|
(64,600
|
)
|
|
$
|
1,373,800
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 31, 2016
|
|
$
|
10,824
|
|
Routes reclassified to assets held for sale
|
|
(118
|
)
|
|
Balance as of April 1, 2017
|
|
$
|
10,706
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 31, 2016
|
|
$
|
19,502
|
|
Purchases of route businesses held for sale
|
|
4,686
|
|
|
Sales of route businesses held for sale
|
|
(2,766
|
)
|
|
Reclassifications from route intangibles and goodwill
|
|
181
|
|
|
Balance as of April 1, 2017
|
|
$
|
21,603
|
|
(in thousands)
|
|
April 1,
2017 |
|
December 31,
2016 |
||||
Revolving credit facility
|
|
$
|
97,000
|
|
|
$
|
227,000
|
|
Other long-term debt
|
|
1,066,000
|
|
|
1,078,250
|
|
||
Debt issuance costs, net
|
|
(9,763
|
)
|
|
(10,291
|
)
|
||
Total debt, net
|
|
1,153,237
|
|
|
1,294,959
|
|
||
Current portion of long-term debt
|
|
(49,000
|
)
|
|
(49,000
|
)
|
||
Total long-term debt, net
|
|
$
|
1,104,237
|
|
|
$
|
1,245,959
|
|
(in thousands)
|
|
Amount
|
||
Repayment of private placement senior notes
|
|
$
|
100,000
|
|
Penalty on early extinguishment
|
|
6,170
|
|
|
Book value of private placement debt, including unamortized fair value adjustment
|
|
(101,421
|
)
|
|
Loss on early extinguishment of debt
|
|
$
|
4,749
|
|
Level 1
|
–
|
quoted prices in active markets for identical assets and liabilities.
|
Level 2
|
–
|
observable inputs other than quoted prices for identical assets and liabilities.
|
Level 3
|
–
|
unobservable inputs for which there is little or no market data available, which required us to develop our own assumptions.
|
(in thousands)
|
|
Book Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Balance as of April 1, 2017
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
20,193
|
|
|
$
|
20,193
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
446
|
|
|
446
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
11,386
|
|
|
—
|
|
|
11,386
|
|
|
—
|
|
||||
Total assets
|
|
$
|
32,025
|
|
|
$
|
20,639
|
|
|
$
|
11,386
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
320
|
|
|
$
|
—
|
|
|
$
|
320
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
320
|
|
|
$
|
—
|
|
|
$
|
320
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
35,409
|
|
|
$
|
35,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
714
|
|
|
714
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
10,748
|
|
|
—
|
|
|
10,748
|
|
|
—
|
|
||||
Total assets
|
|
$
|
46,871
|
|
|
$
|
36,123
|
|
|
$
|
10,748
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
392
|
|
|
$
|
—
|
|
|
$
|
392
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
392
|
|
|
$
|
—
|
|
|
$
|
392
|
|
|
$
|
—
|
|
(in thousands)
|
|
Balance Sheet Location
|
|
April 1,
2017 |
|
December 31,
2016 |
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other noncurrent assets
|
|
$
|
11,386
|
|
|
$
|
10,748
|
|
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
(320
|
)
|
|
(392
|
)
|
||
Total fair value of derivative instruments
|
|
|
|
$
|
11,066
|
|
|
$
|
10,356
|
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
April 1,
2017 |
|
April 2,
2016 |
||||
Gains/(losses) on interest rate swaps, net of income tax (expense)/benefit of ($285) and $709, respectively
|
|
$
|
425
|
|
|
$
|
(1,124
|
)
|
|
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
Income Statement Location
|
|
April 1,
2017 |
|
April 2,
2016 |
||||
Losses on cash flow hedges reclassified out of accumulated other comprehensive loss:
|
|
|
|
|
|
|
||||
Interest rate swaps, net of tax benefit of $81 and $98, respectively
|
|
Interest expense, net
|
|
$
|
(120
|
)
|
|
$
|
(155
|
)
|
Total amounts reclassified from accumulated other comprehensive loss
|
|
|
|
$
|
(120
|
)
|
|
$
|
(155
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||
Balance as of December 31, 2016
|
|
$
|
6,323
|
|
|
$
|
(24,300
|
)
|
|
$
|
(17,977
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassifications
|
|
305
|
|
|
3,283
|
|
|
3,588
|
|
|||
Losses reclassified from accumulated other comprehensive loss
|
|
120
|
|
|
—
|
|
|
120
|
|
|||
Total other comprehensive income
|
|
425
|
|
|
3,283
|
|
|
3,708
|
|
|||
|
|
|
|
|
|
|
||||||
Balance as of April 1, 2017
|
|
$
|
6,748
|
|
|
$
|
(21,017
|
)
|
|
$
|
(14,269
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||
Balance as of January 2, 2016
|
|
$
|
(630
|
)
|
|
$
|
—
|
|
|
$
|
(630
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss)/gain before reclassifications
|
|
(1,279
|
)
|
|
6,651
|
|
|
5,372
|
|
|||
Losses reclassified from accumulated other comprehensive loss
|
|
155
|
|
|
—
|
|
|
155
|
|
|||
Total other comprehensive (loss)/income
|
|
(1,124
|
)
|
|
6,651
|
|
|
5,527
|
|
|||
|
|
|
|
|
|
|
||||||
Balance as of April 2, 2016
|
|
$
|
(1,754
|
)
|
|
$
|
6,651
|
|
|
$
|
4,897
|
|
|
|
Quarter Ended
|
||||||
(in thousands)
|
|
April 1,
2017 |
|
April 2,
2016 |
||||
Location:
|
|
|
|
|
||||
United States
|
|
$
|
507,084
|
|
|
$
|
436,831
|
|
International
|
|
24,417
|
|
|
11,038
|
|
||
Net revenue
|
|
$
|
531,501
|
|
|
$
|
447,869
|
|
(in thousands)
|
|
April 1,
2017 |
|
December 31,
2016 |
||||
Location:
|
|
|
|
|
||||
United States
|
|
$
|
470,194
|
|
|
$
|
477,450
|
|
International
|
|
24,621
|
|
|
24,434
|
|
||
Total
|
|
$
|
494,815
|
|
|
$
|
501,884
|
|
1.
|
Significantly improving net price realization through improved trade spend productivity and more strategic brand mix management;
|
2.
|
Substantially reducing our manufacturing network complexity, resulting in a more cost-efficient footprint and a more efficient distribution model;
|
3.
|
Launching a broad-based SKU rationalization effort intended to reduce complexity and increase focus on the core drivers of performance;
|
4.
|
Accelerating the deployment of a rigorous zero-based budgeting initiative and building a culture of cost discipline; and
|
5.
|
Accelerating profitable top line momentum of our Core brands, supported by investment in base business fundamentals and margin-accretive innovation.
|
•
|
We incurred $49.0 million in transaction and integration costs, related to severance and retention benefits, accelerated stock-based compensation as well as legal, banking and other professional fees;
|
•
|
Gross margins were negatively impacted by a $13.6 million inventory step-up required for purchase accounting; and
|
•
|
We realized a loss of $4.7 million on the early extinguishment of debt.
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
April 1, 2017
|
|
April 2, 2016
|
|
||||||||||||||||
Net revenue
|
|
$
|
531,501
|
|
|
100.0
|
%
|
|
$
|
447,869
|
|
|
100.0
|
%
|
|
$
|
83,632
|
|
|
18.7
|
%
|
Cost of sales
|
|
346,735
|
|
|
65.2
|
%
|
|
304,779
|
|
|
68.1
|
%
|
|
(41,956
|
)
|
|
(13.8
|
)%
|
|||
Gross profit
|
|
184,766
|
|
|
34.8
|
%
|
|
143,090
|
|
|
31.9
|
%
|
|
41,676
|
|
|
29.1
|
%
|
|||
Selling, general and administrative
|
|
159,463
|
|
|
30.0
|
%
|
|
121,555
|
|
|
27.1
|
%
|
|
(37,908
|
)
|
|
(31.2
|
)%
|
|||
Transaction and integration related expenses
|
|
1,107
|
|
|
0.2
|
%
|
|
48,978
|
|
|
10.9
|
%
|
|
47,871
|
|
|
97.7
|
%
|
|||
Impairment charges
|
|
—
|
|
|
—
|
%
|
|
374
|
|
|
0.1
|
%
|
|
374
|
|
|
100.0
|
%
|
|||
Other operating expense/(income), net
|
|
270
|
|
|
0.1
|
%
|
|
(505
|
)
|
|
(0.1
|
)%
|
|
(775
|
)
|
|
153.5
|
%
|
|||
Operating income/(loss)
|
|
23,926
|
|
|
4.5
|
%
|
|
(27,312
|
)
|
|
(6.1
|
)%
|
|
51,238
|
|
|
nm
|
|
|||
Other income, net
|
|
(1,016
|
)
|
|
(0.2
|
)%
|
|
(328
|
)
|
|
(0.1
|
)%
|
|
688
|
|
|
209.8
|
%
|
|||
Income/(loss) before interest and income taxes
|
|
24,942
|
|
|
4.7
|
%
|
|
(26,984
|
)
|
|
(6.0
|
)%
|
|
51,926
|
|
|
nm
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
%
|
|
4,749
|
|
|
1.1
|
%
|
|
4,749
|
|
|
100.0
|
%
|
|||
Interest expense, net
|
|
8,954
|
|
|
1.7
|
%
|
|
4,729
|
|
|
1.0
|
%
|
|
(4,225
|
)
|
|
(89.3
|
)%
|
|||
Income tax expense/(benefit)
|
|
4,662
|
|
|
0.9
|
%
|
|
(13,614
|
)
|
|
(3.0
|
)%
|
|
(18,276
|
)
|
|
134.2
|
%
|
|||
Income/(loss) from continuing operations
|
|
11,326
|
|
|
2.1
|
%
|
|
(22,848
|
)
|
|
(5.1
|
)%
|
|
34,174
|
|
|
nm
|
|
|||
Loss from discontinued operations, net of income tax
|
|
—
|
|
|
—
|
%
|
|
(2,546
|
)
|
|
(0.6
|
)%
|
|
2,546
|
|
|
100.0
|
%
|
|||
Net income/(loss)
|
|
$
|
11,326
|
|
|
2.1
|
%
|
|
$
|
(25,394
|
)
|
|
(5.7
|
)%
|
|
$
|
36,720
|
|
|
nm
|
|
|
|
Quarter Ended
|
|
Favorable/
(Unfavorable)
Variance
|
|||||||||||||||||
(in thousands)
|
|
April 1, 2017
|
|
April 2, 2016
|
|
||||||||||||||||
Branded
|
|
$
|
420,039
|
|
|
79.0
|
%
|
|
$
|
326,095
|
|
|
72.8
|
%
|
|
$
|
93,944
|
|
|
28.8
|
%
|
Partner brand
|
|
72,946
|
|
|
13.7
|
%
|
|
76,828
|
|
|
17.2
|
%
|
|
(3,882
|
)
|
|
(5.1
|
)%
|
|||
Other
|
|
38,516
|
|
|
7.3
|
%
|
|
44,946
|
|
|
10.0
|
%
|
|
(6,430
|
)
|
|
(14.3
|
)%
|
|||
Net revenue
|
|
$
|
531,501
|
|
|
100.0
|
%
|
|
$
|
447,869
|
|
|
100.0
|
%
|
|
$
|
83,632
|
|
|
18.7
|
%
|
(in thousands)
|
|
April 1,
2017 |
|
April 2,
2016 |
||||
Net cash provided by/(used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
30,640
|
|
|
$
|
29,483
|
|
Investing activities
|
|
107,253
|
|
|
(1,032,111
|
)
|
||
Financing activities
|
|
(153,547
|
)
|
|
1,003,383
|
|
||
Effect of exchange rate changes on cash
|
|
170
|
|
|
97
|
|
||
Net (decrease)/increase in cash, cash equivalents and restricted cash
|
|
$
|
(15,484
|
)
|
|
$
|
852
|
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
|||||
January 1, 2017 - January 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
February 1, 2017 - February 28, 2017
|
|
10,215
|
|
|
40.25
|
|
|
—
|
|
|
—
|
|
|
March 1, 2017 - April 1, 2017
|
|
18,488
|
|
|
40.61
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
28,703
|
|
|
$
|
40.48
|
|
|
—
|
|
|
—
|
|
|
No.
|
Description
|
|
|
|
|
10.1
|
Amendment No. 2 to the Credit Agreement, dated as of February 27, 2017 among Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent.
|
|
|
|
|
10.2
|
Amendment No. 5 to the Amended and Restated Credit Agreement, dated as of February 27, 2017, by and among the Registrant, Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto.
|
|
|
|
|
10.3 *
|
Offer Letter, dated April 11, 2017, by and between Snyder’s-Lance, Inc. and Brian J. Driscoll, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 0-398) filed with the SEC on April 17, 2017.
|
|
|
|
|
10.4 *
|
Retirement Agreement and General Release, dated April 11, 2017, by and between Snyder’s-Lance, Inc. and Carl E. Lee, Jr., , incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 0-398) filed with the SEC on April 17, 2017.
|
|
|
|
|
10.5
|
Amendment No. 3 to the Credit Agreement and Amendment No. 1 to Guaranty, dated as of May 8, 2017, among Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent.
|
|
|
|
|
10.6
|
Amendment No. 6 to the Amended and Restated Credit Agreement and Amendment No. 1 to Guaranty, dated as of May 8, 2017, by and among the Registrant, Bank of America, National Association, as administrative agent and issuing lender, and each of the lenders party thereto.
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
32
|
Certification pursuant to Rule 13a-14(b), as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
|
|
101
|
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income/(Loss), (ii) the Condensed Consolidated Statements of Comprehensive Income/(Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
|
|
SNYDER’S-LANCE, INC.
|
||
|
|
|
|
|
|
|
|
Date: May 10, 2017
|
By:
|
|
/s/ Alexander W. Pease
|
|
|
|
Alexander W. Pease
|
|
|
|
Executive Vice President, Chief Financial Officer
|
BORROWER:
|
SNYDER’S-LANCE, INC.
By:
/s/ Gail Sharps Myers
Name: Gail Sharps Myers
Title: SVP, General Counsel and Secretary |
BORROWER:
|
SNYDER’S-LANCE, INC.
By:
/s/ Gail Sharps Myers
Name: Gail Sharps Myers
Title: SVP, General Counsel and Secretary
:
|
Computation Period Ending
|
Maximum Total Debt to EBITDA
|
From Amendment No. 3 Effective Date through the first fiscal quarter in 2018:
|
4.25 to 1.0
|
For the second fiscal quarter in 2018:
|
4.00 to 1.0
|
For the third fiscal quarter in 2018:
|
3.75 to 1.0
|
Each fiscal quarter thereafter:
|
3.50 to 1.0
|
BORROWER:
|
SNYDER’S-LANCE, INC.
By:
/s/ Alexander W. Pease
Name: Alexander W. Pease
Title: Executive Vice President and Chief
Financial Officer
|
GUARANTORS:
|
S-L SNACKS NATIONAL, LLC
S-L DISTRIBUTION COMPANY, INC.
S-L SNACKS IN, LLC
S-L SNACKS FL, LLC
S-L SNACKS MA, LLC
S-L SNACKS PA, LLC
S-L SNACKS AZ, LLC
S-L SNACKS LOGISTICS, LLC
S-L SNACKS OH, LLC
S-L SNACKS EU, LLC
BAPTISTA’S BAKERY, INC.
S-L SNACKS NC, LLC
S-L SNACKS GA, LLC
SNACK FACTORY, LLC
PRINCETON VANGUARD, LLC
By:
/s/ Alexander W. Pease
Name: Alexander W. Pease
Title: Executive Vice President and Chief
Financial Officer
|
Computation Period Ending
|
Maximum Total Debt to EBITDA
|
From Amendment No. 3 Effective Date through the first fiscal quarter in 2018:
|
4.25 to 1.0
|
For the second fiscal quarter in 2018:
|
4.00 to 1.0
|
For the third fiscal quarter in 2018:
|
3.75 to 1.0
|
Each fiscal quarter thereafter:
|
3.50 to 1.0
|
BORROWER:
|
SNYDER’S-LANCE, INC.
By:
/s/ Alexander W. Pease
Name: Alexander W. Pease
Title: Executive Vice President and Chief
Financial Officer
|
|
|
GUARANTORS:
|
S-L SNACKS NATIONAL, LLC
S-L DISTRIBUTION COMPANY, INC.
S-L SNACKS IN, LLC
S-L SNACKS FL, LLC
S-L SNACKS MA, LLC
S-L SNACKS PA, LLC
S-L SNACKS AZ, LLC
S-L SNACKS LOGISTICS, LLC
S-L SNACKS OH, LLC
S-L SNACKS EU, LLC
BAPTISTA’S BAKERY, INC.
S-L SNACKS NC, LLC
S-L SNACKS GA, LLC
SNACK FACTORY, LLC
PRINCETON VANGUARD, LLC
By:
/s/ Alexander W. Pease
Name: Alexander W. Pease
Title: Executive Vice President and Chief
Financial 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/ Brian J. Driscoll
|
Brian J. Driscoll
|
Interim 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/ Brian J. Driscoll
|
|
|
|
/s/ Alexander W. Pease
|
Brian J. Driscoll
|
|
|
|
Alexander W. Pease
|
Interim President and Chief Executive Officer
|
|
|
|
Executive Vice President, Chief Financial Officer
|
May 10, 2017
|
|
|
|
May 10, 2017
|