B&G Foods, Inc. - Quarter Report: 2013 September (Form 10-Q)

Table of Contents

 

As filed with the Securities and Exchange Commission on October 25, 2013

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark one)

 

x      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 28, 2013

 

or

 

o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                    to                   .

 

Commission file number 001-32316

 

B&G FOODS, INC.

(Exact name of Registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  (973) 401-6500

 

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

As of October 25, 2013, the registrant had 53,445,910 shares of common stock, par value $0.01 per share, issued and outstanding.

 

 

Table of Contents

 

B&G Foods, Inc. and Subsidiaries
Index

 

		Page No.
PART I FINANCIAL INFORMATION		1
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
PART II OTHER INFORMATION		34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
SIGNATURE		35

 

 

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PART I
FINANCIAL INFORMATION

 

Item 1.  Financial Statements (Unaudited)

 

B&G Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

 

		September 28, 2013			December 29, 2012
Assets
Current assets:
Cash and cash equivalents		$	12,299		$	19,219
Trade accounts receivable, net		56,946			43,357
Inventories		109,965			89,757
Prepaid expenses and other current assets		6,495			5,326
Income tax receivable		5,020			4,262
Deferred income taxes		2,111			2,175
Total current assets		192,836			164,096
Property, plant and equipment, net of accumulated depreciation of $110,948 and $100,625		108,078			104,746
Goodwill		296,910			267,940
Other intangibles, net		803,488			637,196
Other assets		19,529			17,990
Total assets		$	1,420,841		$	1,191,968
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable		$	25,369		$	25,050
Accrued expenses		27,600			23,610
Current portion of long-term debt		48,750			40,375
Dividends payable		16,919			15,243
Total current liabilities		118,638			104,278
Long-term debt		815,841			597,314
Other liabilities		4,781			8,038
Deferred income taxes		133,416			121,163
Total liabilities		1,072,676			830,793
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding		—			—
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 52,873,364 and 52,560,765 shares issued and outstanding as of September 28, 2013 and December 29, 2012		529			526
Additional paid-in capital		179,965			226,900
Accumulated other comprehensive loss		(10,724		)	(11,095		)
Retained earnings		178,395			144,844
Total stockholders’ equity		348,165			361,175
Total liabilities and stockholders’ equity		$	1,420,841		$	1,191,968

 

See Notes to Consolidated Financial Statements.

 

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Table of Contents

 

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

		Thirteen Weeks Ended						Thirty-nine Weeks Ended
		September 28,			September 29,			September 28,			September 29,
		2013			2012			2013			2012
Net sales		$	181,350		$	154,155		$	513,426		$	460,106
Cost of goods sold		120,084			98,876			337,651			296,246
Gross profit		61,266			55,279			175,775			163,860
Operating expenses:
Selling, general and administrative expenses		21,271			14,937			55,097			46,206
Amortization expense		2,385			2,022			6,608			6,067
Operating income		37,610			38,320			114,070			111,587
Other expenses:
Interest expense, net		11,097			11,994			30,900			35,845
Loss on extinguishment of debt		2,813			—			31,291			—
Income before income tax expense		23,700			26,326			51,879			75,742
Income tax expense		8,350			9,429			18,328			26,041
Net income		$	15,350		$	16,897		$	33,551		$	49,701
Weighted average shares outstanding:
Basic		52,873			48,387			52,817			48,267
Diluted		53,120			48,743			52,975			48,597
Earnings per share:
Basic		$	0.29		$	0.35		$	0.64		$	1.03
Diluted		$	0.29		$	0.35		$	0.63		$	1.02
Cash dividends declared per share		$	0.32		$	0.27		$	0.90		$	0.81

 

See Notes to Consolidated Financial Statements.

 

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B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

 

		Thirteen Weeks Ended						Thirty-nine Weeks Ended
		September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Net income		$	15,350		$	16,897		$	33,551		$	49,701
Other comprehensive income:
Foreign currency translation adjustments		34			36			(28		)	26
Amortization of unrecognized prior service cost and pension deferrals, net of tax		116			162			399			401
Other comprehensive income		150			198			371			427
Comprehensive income		$	15,500		$	17,095		$	33,922		$	50,128

 

See Notes to Consolidated Financial Statements.

 

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B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

		Thirty-nine Weeks Ended
		September 28, 2013			September 29, 2012
Cash flows from operating activities:
Net income		$	33,551		$	49,701
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,002			13,443
Amortization of deferred debt financing costs and bond discount		3,318			3,771
Deferred income taxes		12,063			10,967
Share-based compensation expense		3,269			2,900
Loss on extinguishment of debt		31,291			—
Excess tax benefits from share-based compensation		(4,192		)	(8,031		)
Changes in assets and liabilities, net of effects of businesses acquired:
Trade accounts receivable		(9,451		)	(1,648		)
Inventories		(15,969		)	(22,002		)
Prepaid expenses and other current assets		(1,159		)	1,828
Income tax receivable		3,434			7,177
Other assets		(223		)	(63		)
Trade accounts payable		(3,463		)	4,881
Accrued expenses		2,096			(7,545		)
Other liabilities		(2,674		)	(1,883		)
Net cash provided by operating activities		68,893			53,496
Cash flows from investing activities:
Capital expenditures		(8,418		)	(7,660		)
Payments for acquisition of businesses		(209,905		)	(150		)
Net cash used in investing activities		(218,323		)	(7,810		)
Cash flows from financing activities:
Repayments of long-term debt		(501,404		)	(7,312		)
Proceeds from issuance of long-term debt		700,000			—
Repayments of borrowings under revolving credit facility		(60,000		)	—
Borrowings under revolving credit facility		65,000			—
Dividends paid		(45,905		)	(37,096		)
Excess tax benefits from share-based compensation		4,192			8,031
Debt financing costs		(12,549		)	—
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation		(6,812		)	(10,696		)
Net cash provided by (used in) financing activities		142,522			(47,073		)
Effect of exchange rate fluctuations on cash and cash equivalents		(12		)	(1		)
Net decrease in cash and cash equivalents		(6,920		)	(1,388		)
Cash and cash equivalents at beginning of period		19,219			16,738
Cash and cash equivalents at end of period		$	12,299		$	15,350
Supplemental disclosures of cash flow information:
Cash interest payments		$	26,110		$	38,742
Cash income tax payments		$	2,834		$	7,896
Non-cash transactions:
Dividends declared and not yet paid		$	16,919		$	13,065

 

See Notes to Consolidated Financial Statements.

 

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Table of Contents

 

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

 

(1)                                 Nature of Operations

 

B&G Foods, Inc. is a holding company whose principal assets are the shares of capital stock of its subsidiaries.  Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries.  Our financial statements are presented on a consolidated basis.

 

We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality, shelf-stable foods across the United States, Canada and Puerto Rico.  Our products include hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers, tomato-based products, puffed corn and rice snacks, nut clusters and other specialty products.  Our products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Brer Rabbit, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emeril’s, Grandma’s Molasses, JJ Flats, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, Old London, Original Tings, New York Style, Ortega, Pirate’s Booty, Polaner, Red Devil, Regina, Sa-són, Sclafani, Smart Puffs, Sugar Twin, Trappey’s, TrueNorth, Underwood, Vermont Maid and Wright’s. We also sell and distribute two branded household products, Static Guard and Kleen Guard.  We compete in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution.  We sell and distribute our products directly and via a network of independent brokers and distributors to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty distributors.

 

Acquisitions

 

On October 31, 2012, we completed the acquisition of the New York Style, Old London, Devonsheer and JJ Flats brands from Chipita America, Inc. for $62.5 million in cash.  We refer to this acquisition as the “New York Style and Old London acquisition.”

 

On May 6, 2013, we acquired the TrueNorth brand from DeMet’s Candy Company.  We refer to this acquisition as the “TrueNorth acquisition.”

 

On July 8, 2013, we completed the acquisition of Pirate Brands, LLC, the maker of the Pirate’s Booty, Smarts Puffs and Original Tings brands, from affiliates of VMG Partners and Driven Capital Management, and certain other entities and individuals for a purchase price of $195.4 million in cash.  We refer to this acquisition as the “Pirate Brands acquisition.”

 

We have accounted for these acquisitions using the acquisition method of accounting and, accordingly, have included the assets acquired, liabilities assumed and results of operations in our consolidated financial statements from the date of acquisition.  The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill.  Unamortizable trademarks are deemed to have an indefinite useful life and are not amortized.  Customer relationship intangibles and amortizable trademarks are amortized over 10 to 20 years.  Goodwill and other intangible assets are deductible for income tax purposes.  Inventory has been recorded at estimated selling price less costs of disposal and a reasonable profit, and the property, plant and equipment and other intangible assets (including trademarks and customer relationships) acquired have been recorded at fair value as determined by our management with the assistance of a third-party valuation specialist.  See Note 4, “Goodwill and Other Intangible Assets.”

 

The following table sets forth the allocation of the New York Style and Old London acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition.

 

New York Style and Old London Acquisition (dollars in thousands):

 

Property, Plant and Equipment		$	42,889
Trademarks — indefinite life intangible assets		5,700
Customer relationship intangibles — amortizable intangible assets		5,100
Goodwill		4,963
Inventory		4,026
Deferred taxes		38
Other working capital		(199		)
Total		$	62,517

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(1)                                 Nature of Operations (Continued)

 

The following table sets forth the preliminary allocation of the Pirate Brands acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition.  The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to accounts receivable acquired and liabilities assumed.  We anticipate completing the purchase price allocation during the fourth quarter of fiscal 2013.

 

Pirate Brands Acquisition (dollars in thousands):

 

Trademarks — indefinite life intangible assets		$	152,900
Goodwill		28,687
Customer relationship intangibles — amortizable intangible assets		11,400
Inventory		3,298
Other working capital		(868		)
Total		$	195,417

 

Unaudited Pro Forma Summary of Operations

 

The following pro forma summary of operations for the third quarter and first three quarters of 2013 and 2012 presents our operations as if the Pirate Brands acquisition had occurred as of the beginning of the first quarter of 2012. In addition to including the results of operations of the Pirate Brands acquisition, the pro forma information gives effect to the interest on additional borrowings and amortization of customer relationship intangibles. On an actual basis, Pirate Brands contributed $16.5 million of net sales for the third quarter and for the first three quarters of 2013.

 

		Thirteen Weeks Ended						Thirty-nine Weeks Ended
		September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
		(dollars in thousands)
Net sales		$	182,353		$	171,730		$	555,948		$	510,746
Net income		15,247			16,227			32,065			46,079
Basic earnings per share		$	0.29		$	0.34		$	0.61		$	0.95
Diluted earnings per share		$	0.29		$	0.33		$	0.61		$	0.95

 

The pro forma information presented above does not purport to be indicative of the results that actually would have been attained if the Pirate Brands acquisition had occurred as of the beginning of the first quarter of fiscal 2012 and is not intended to be a projection of future results.

 

The New York Style and Old London acquisition and the TrueNorth acquisition were not individually or in the aggregate material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented.

 

See Note 14, “Subsequent Events.”

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(2)                                 Summary of Significant Accounting Policies

 

Fiscal Year

 

Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, with our fiscal year ending on the Saturday closest to December 31.  As a result, a 53rd week is added to our fiscal year every five or six years.  In a 53-week fiscal year our fourth fiscal quarter contains 14 weeks.  Our fiscal years ending December 28, 2013 (fiscal 2013) and December 29, 2012 (fiscal 2012) each contain 52 weeks.  Each quarter of fiscal 2013 and 2012 contains 13 weeks.

 

Basis of Presentation

 

The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 28, 2013 (third quarter and first three quarters of 2013) and September 29, 2012 (third quarter and first three quarters of 2012) have been prepared by our company in accordance with accounting principles generally accepted in the United States of America pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.  However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading.  All intercompany balances and transactions have been eliminated.  The accompanying unaudited consolidated interim financial statements contain all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary to present fairly our consolidated financial position as of September 28, 2013, the results of our operations and comprehensive income for the third quarter and first three quarters of 2013 and 2012, and cash flows for the first three quarters of 2013 and 2012.  Our results of operations for the third quarter and first three quarters of 2013 are not necessarily indicative of the results to be expected for the full year.  We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements.  The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for fiscal 2012 included in our Annual Report on Form 10-K for fiscal 2012 filed with the SEC on February 26, 2013.

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; the determination of the useful life of customer relationship and amortizable trademark intangibles; and the accounting for share-based compensation expense.  Actual results could differ significantly from these estimates and assumptions.

 

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment.  We adjust such estimates and assumptions when facts and circumstances dictate.  Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions.

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(2)                                 Summary of Significant Accounting Policies (Continued)

 

Recently Issued Accounting Standards

 

In February 2013, the Financial Accounting Standards Board (FASB) issued an accounting standards update relating to the disclosure of items reclassified out of accumulated other comprehensive income (AOCI).  The update requires that for those items that are reclassified out of AOCI and into net income in their entirety, the effect of the reclassification on each affected net income line item be disclosed.  For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference must be made to other required disclosures.  The update is effective for fiscal 2013 and interim periods within fiscal 2013, and accordingly, we adopted it prospectively beginning with the first quarter of 2013.  The update impacts presentation and disclosure only, and therefore adoption did not have an impact on our consolidated financial position, results of operations or liquidity.  See Note 7, “Accumulated Other Comprehensive Loss.”

 

(3)                             Inventories

 

Inventories are stated at the lower of cost or market and include direct material, direct labor, overhead, warehousing and product transfer costs.  Cost is determined using the first-in, first-out and average cost methods.  Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories.  The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales.

 

Inventories consist of the following, as of the dates indicated (in thousands):

 

		September 28, 2013			December 29, 2012
Raw materials and packaging		$	36,034		$	19,828
Work in process		—			435
Finished goods		73,931			69,494
Total		$	109,965		$	89,757

 

(4)                                 Goodwill and Other Intangible Assets

 

The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands):

 

		As of September 28, 2013									As of December 29, 2012
		Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
Amortizable Intangible Assets
Trademarks		$	6,800		$	189		$	6,611		$	—		$	—		$	—
Customer relationships		178,540			46,663			131,877			165,340			40,244			125,096
		$	185,340		$	46,852		$	138,488		$	165,340		$	40,244		$	125,096
Unamortizable Intangible Assets
Goodwill		$	296,910								$	267,940
Trademarks		$	665,000								$	512,100

 

Note:  The increases in carrying amounts are attributable to both the TrueNorth acquisition and Pirate Brands acquisition.

 

Amortization associated with trademarks for the third quarter and first three quarters of 2013 was $0.1 and $0.2 million, respectively, and is recorded in operating expenses.  We did not have amortization expense

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(4)                                 Goodwill and Other Intangible Assets (Continued)

 

associated with trademarks for the third quarter or first three quarters of 2012.  We expect to recognize an additional $0.1 million of amortization expense associated with our amortizable trademarks during the remainder of fiscal 2013, and thereafter $0.5 million per year for each of the next four fiscal years.

 

Amortization expense associated with customer relationship intangibles for the third quarter and first three quarters of 2013 was $2.3 million and $6.4 million, respectively, and is recorded in operating expenses.  Amortization expense associated with customer relationship and other intangible assets for the third quarter and first three quarters of 2012 was $2.0 million and $6.1 million, respectively, and is recorded in operating expenses.  We expect to recognize an additional $2.2 million of amortization expense associated with our customer relationship intangibles during the remainder of fiscal 2013, and thereafter $9.0 million per year for each of the next four fiscal years.

 

(5)                                 Long-term Debt

 

Long-term debt consists of the following, as of the dates indicated (in thousands):

 

		September 28, 2013			December 29, 2012
Senior secured credit agreement:
Revolving credit facility		$	30,000		$	25,000
Tranche A term loans due 2016		135,000			144,375
Tranche B term loans due 2018		—			223,313
7.625% senior notes due 2018		—			248,500
4.625% senior notes due 2021		700,000			—
Unamortized discount		(409		)	(3,499		)
Total long-term debt, net of unamortized discount		864,591			637,689
Current portion of long-term debt		(48,750		)	(40,375		)
Long-term debt, net of unamortized discount and excluding current portion		$	815,841		$	597,314

 

As of September 28, 2013, the aggregate contractual maturities of long-term debt are as follows (in thousands):

 

Years ending December:
2013		$	3,750
2014		26,250
2015		22,500
2016*		112,500
2017		—
Thereafter		700,000
Total		$	865,000

 

*           As of the date of issuance of the accompanying unaudited consolidated interim financial statements we have $70.0 million of revolving loans outstanding.  Included in fiscal 2016 is $30.0 million of revolving loans that were outstanding as of September 28, 2013.  The revolving loans mature in 2016.  However, because we expect to reduce our revolving loan borrowings by at least $30.0 million during the remainder of 2013, $30.0 million is reflected in the accompanying unaudited interim consolidated balance sheet within current portion of long-term debt.

 

Senior Secured Credit Agreement.  At September 28, 2013, $135.0 million of tranche A term loans were outstanding and $30.0 million of revolving loans were outstanding under our senior secured credit

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(5)           Long-Term Debt (Continued)

 

agreement.  We used a portion of the proceeds of the issuance of the 4.625% senior notes described below to repay all $222.2 million of tranche B term loans then outstanding on June 4, 2013.

 

On July 3, 2013, we amended our credit agreement.  The amendment, among other things: (i) increased the revolving credit facility commitment of our lenders from $200 million to $300 million; and (ii) increased the maximum permissible consolidated leverage ratio from 6.00 to 1.00 to 7.00 to 1.00 for the second quarter of 2013 through the fourth quarter of 2014; 6.75 to 1.00 for the first quarter of 2015 through the fourth quarter of 2015; and 6.50 to 1.00 for the first quarter of 2016 and thereafter.  At September 28, 2013, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $0.5 million, was $269.5 million.  Proceeds of the revolving credit facility are restricted for use solely for general corporate purposes and acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria.  We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility.  The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for revolving loans that are Eurodollar (LIBOR) loans.

 

The tranche A term loans are subject to principal amortization.  $5.6 million was due and paid in fiscal 2012.  $13.1 million is due and payable in fiscal 2013, of which $9.4 million has been paid to date, $26.3 million is due and payable in fiscal 2014 and $22.5 million is due and payable in fiscal 2015.  The balance of all borrowings under the tranche A term loan facility, or $82.5 million, is due and payable at maturity on November 30, 2016.  The revolving credit facility matures on November 30, 2016.

 

We may prepay the tranche A term loans or permanently reduce the revolving credit facility commitment under the credit agreement at any time without premium or penalty (other than customary breakage costs with respect to the early termination of LIBOR loans).  Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions and issuances of subsidiary securities.  The credit agreement is also subject to mandatory annual prepayments if our senior secured leverage (defined as the ratio of our consolidated senior secured debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period) exceeds certain ratios as follows: 50% of our adjusted excess cash flow (as defined in the credit agreement and which takes into account certain dividend payments and other adjustments) if our senior secured leverage ratio is greater than or equal to 3.00 to 1.00 (with step-downs to 25% and 0% if our senior secured leverage ratio is less than 3.00 to 1.00 and 2.50 to 1.00, respectively).

 

Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A term loan facility, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 1.50% to 2.00%, and LIBOR plus an applicable margin ranging from 2.50% to 3.00%, in each case depending on our consolidated leverage ratio.  At the end of the third quarter of 2013, the tranche A term loan interest rate was approximately 3.18%.

 

Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries.  The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property.  The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens.

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(5)           Long-Term Debt (Continued)

 

The credit agreement also contains certain financial maintenance covenants, which, among other things, specify maximum capital expenditure limits, a maximum consolidated leverage ratio and a minimum interest coverage ratio, each ratio as defined in the credit agreement.  Our consolidated leverage ratio (defined as the ratio of our consolidated total debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period) may not exceed 7.00 to 1.00 for the second quarter of 2013 through the fourth quarter of 2014; 6.75 to 1.00 for the first quarter of 2015 through the fourth quarter of 2015; and 6.50 to 1.00 for the first quarter of 2016 and thereafter.  We are also required to maintain a consolidated interest coverage ratio of at least 1.75 to 1.00 as of the last day of any period of four consecutive fiscal quarters.  As of September 28, 2013, we were in compliance with all of the covenants in the credit agreement.

 

The credit agreement also provides for an incremental term loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide incremental term loans on terms substantially consistent with those provided under the credit agreement.  Among other things, the utilization of the incremental facility is conditioned on our ability to meet a maximum senior secured leverage ratio of 4.00 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility.

 

4.625% Senior Notes due 2021.  On June 4, 2013, we issued $700.00 million aggregate principal amount of 4.625% senior notes due 2021 at a price to the public of 100% of their face value.  Interest on the 4.625% senior notes is payable on June 1 and December 1 of each year, commencing December 1, 2013.  The 4.625% senior notes will mature on June 1, 2021, unless earlier retired or redeemed as described below.

 

We used the net proceeds from the issuance of the 4.625% senior notes to purchase or redeem all $248.5 million principal amount of our then existing 7.625% senior notes due 2018, to repay $222.2 million principal amount of tranche B term loans and approximately $40.0 million principal amount of revolving loans under our credit agreement, and to pay related premiums, fees and expenses.  We used the remaining net proceeds for the Pirate Brands acquisition.

 

On or after June 1, 2016, we may redeem some or all of the 4.625% senior notes at a redemption price of 103.469% beginning June 1, 2016 and thereafter at prices declining annually to 100% on or after June 1, 2019, in each case plus accrued and unpaid interest to the date of redemption.  We may redeem up to 35% of the aggregate principal amount of the 4.625% senior notes prior to June 1, 2016 with the net proceeds from certain equity offerings at a redemption price of 104.625% plus accrued and unpaid interest to the date of redemption.  We may also redeem some or all of the 4.625% senior notes at any time prior to June 1, 2016 at a redemption price equal to the make-whole amount set forth in the indenture governing the 4.625% senior notes.  In addition, if we undergo a change of control or upon certain asset sales, we may be required to offer to repurchase the 4.625% senior notes at the repurchase price set forth in the indenture plus accrued and unpaid interest to the date of repurchase.

 

We may also, from time to time, seek to retire the 4.625% senior notes through cash repurchases of the 4.625% senior notes and/or exchanges of the 4.625% senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise.  Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  The amounts involved may be material.

 

Our obligations under the 4.625% senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries.  The 4.625% senior notes and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(5)           Long-Term Debt (Continued)

 

and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt.  Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 4.625% senior notes.

 

The indenture contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of specified liens, certain sale-leaseback transactions and sales of certain specified assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates.  Each of the covenants is subject to a number of important exceptions and qualifications.  As of September 28, 2013, we were in compliance with all of the covenants in the indenture governing the 4.625% senior notes.

 

7.625% Senior Notes due 2018.  In June 2013, we repurchased $218.3 million aggregate principal amount of our outstanding 7.625% senior notes due 2018 with a portion of the proceeds of our public offering of 4.625% senior notes at a weighted average repurchase price of 108.09% of such principal amount plus accrued and unpaid interest to the date of repurchase, and set aside sufficient proceeds of the offering to redeem the remaining 7.625% senior notes.  In July 2013, we redeemed all $30.2 million aggregate principal amount of 7.625% senior notes that remained outstanding as of such date at a redemption price of 107.499% of such principal amount, plus accrued and unpaid interest to the date of redemption.

 

Subsidiary Guarantees.  We have no assets or operations independent of our direct and indirect subsidiaries.  All of our present domestic subsidiaries jointly and severally and fully and unconditionally guarantee our long-term debt, and management has determined that our Canadian subsidiaries, which are our only subsidiaries that are not guarantors of our long-term debt, are “minor subsidiaries” as that term is used in Rule 3-10 of Regulation S-X promulgated by the SEC.  There are no significant restrictions on our ability and the ability of our subsidiaries to obtain funds from our respective subsidiaries by dividend or loan.  Consequently, separate financial statements have not been presented for our subsidiaries because management has determined that they would not be material to investors.

 

Deferred Debt Financing Costs.  During the third quarter of 2013, we wrote-off and expensed $0.4 million of deferred debt financing costs relating to the repayment of $30.2 million aggregate principal amount of our 7.625% senior notes.  During the third quarter of 2013, we also capitalized $0.3 million of debt financing costs in connection with an amendment to our credit facility, which will be amortized over the remainder of the five year scheduled term of our revolving credit facility.  During the second quarter of 2013, we wrote-off and expensed $4.9 million and $3.0 million of deferred debt financing costs relating to the repayment of $222.2 million aggregate principal amount of our tranche B term loans and the repurchase of $218.3 million aggregate principal amount of our 7.625% senior notes.  During the second quarter of 2013, we also capitalized $12.2 million of debt financing costs, which will be amortized over the eight year scheduled term of the 4.625% senior notes.  As of September 28, 2013 and December 29, 2012 we had net deferred debt financing costs of $18.4 million and $17.5 million, respectively, included in other assets in the accompanying consolidated balance sheets.

 

Loss on Extinguishment of Debt.  During the third quarter of 2013, we incurred a loss on extinguishment of debt of $2.8 million in connection with the repayment of $30.2 million aggregate principal amount of our 7.625% notes.  The loss on extinguishment includes the repurchase premium and other expenses of $2.3 million, the write-off of deferred debt financing costs of $0.4 million and the write-off of unamortized discount of $0.1 million.  During the second quarter of 2013, we incurred a loss on extinguishment of debt of

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(5)           Long-Term Debt (Continued)

 

$28.4 million in connection with the repayment of $222.2 million aggregate principal amount of tranche B term loans and the repurchase of $218.3 million aggregate principal amount of our 7.625% senior notes.  The loss on extinguishment includes the repurchase premium and other expenses of $17.9 million, the write-off of deferred debt financing costs of $7.9 million and the write-off of unamortized discount of $2.6 million.

 

Accrued Interest.  At September 28, 2013 and December 29, 2012 accrued interest of $11.3 million and $9.9 million, respectively, is included in accrued expenses in the accompanying consolidated balance sheets.

 

(6)           Fair Value Measurements

 

The authoritative accounting literature relating to fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under generally accepted accounting principles, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value.

 

Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature.  The three levels are as follows:

 

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable for the asset or liability, either directly or indirectly.

 

Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

 

Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses and dividends payable are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments.

 

The carrying values and fair values of our revolving credit loan borrowings, term loan borrowings and senior notes as of September 28, 2013 and December 29, 2012 are as follows (in thousands):

 

		September 28, 2013				December 29, 2012
		Carrying Value		Fair Value		Carrying Value		Fair Value
Revolving Credit Loans		30,000		30,000	(1)	25,000		25,000	(1)
Tranche A Term Loans due 2016		134,591	(2)	135,000	(1)	143,830	(2)	144,375	(1)
Tranche B Term Loans due 2018		—		—		221,504	(2)	226,662	(1)
7.625% Senior Notes due 2018		—		—		247,355	(2)	269,001	(3)
4.625% Senior Notes due 2021		700,000		668,500	(3)	—		—

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(6)           Fair Value Measurements (Continued)

 

(1)   Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active.

(2)   The carrying values of the tranche A term loans, tranche B term loans and 7.625% senior notes are net of discount.  At September 28, 2013, the face amount of the tranche A term loans was $135.0 million.  At December 29, 2012, the face amounts of the tranche A term loans, tranche B term loans and 7.625% senior notes were $144.4 million, $223.3 million and $248.5 million, respectively.

(3)   Fair values are estimated based on quoted market prices.

 

(7)           Accumulated Other Comprehensive Loss

 

The reclassification from accumulated other comprehensive loss for the third quarter and first three quarters of 2013 are as follows (in thousands):

 

		Amount Reclassified From AOCL
Details about AOCL Components		Thirteen Weeks Ended September 28, 2013			Thirty-Nine Weeks Ended September 28, 2013			Affected Line Item in the Statement Where Net Income (loss) is Presented
Defined benefit pension plan items
Amortization of prior service cost		$	11		$	33		See (1) below
Amortization of unrecognized loss		195			619			See (1) below
		206			652			Total before tax
		(90		)	(253		)	Income tax expense
Total reclassification		$	116		$	399		Net of tax

 

(1)   These items are included in the computation of net periodic pension cost.  See Note 8, “Pension Benefits” for additional information.

 

Changes in accumulated other comprehensive loss as of September 28, 2013 is as follows (in thousands):

 

		Defined Benefit Pension Plan Items			Foreign Currency Translation Adjustments			Total
Beginning balance		$	(11,036	)	$	(59	)	$	(11,095	)
Other comprehensive loss before reclassifications		—			(28		)	(28		)
Amounts reclassified from AOCL		399			—			399
Net current period other comprehensive income (loss)		399			(28		)	371
Ending balance		$	(10,637	)	$	(87	)	$	(10,724	)

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(8)                                 Pension Benefits

 

Company Sponsored Defined Benefit Pension Plans.  Net periodic pension costs for company sponsored defined benefit pension plans for the third quarter and first three quarters of 2013 and 2012 include the following components (in thousands):

 

		Thirteen Weeks Ended						Thirty-nine Weeks Ended
		September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Service cost—benefits earned during the period		$	792		$	602		$	2,493		$	1,790
Interest cost on projected benefit obligation		528			512			1,583			1,524
Expected return on plan assets		(913		)	(734		)	(2,722		)	(2,184		)
Amortization of unrecognized prior service cost		11			11			33			33
Amortization of unrecognized loss		195			244			619			678
Net periodic pension cost		$	613		$	635		$	2,006		$	1,841

 

During the first three quarters of 2013, we made $4.8 million of defined benefit pension plan contributions.  We do not plan to make additional contributions during the remainder of fiscal 2013.

 

Multi-Employer Defined Benefit Pension Plan.   We also contribute to the Bakery and Confectionary Union and Industry International Pension Fund (EIN 52-6118572, Plan No. 001), a multi-employer defined benefit pension plan, sponsored by the Bakery, Confectionary, Tobacco Workers and Grain Millers International Union (BCTGM).  The plan provides multiple plan benefits with corresponding contribution rates that are collectively bargained between participating employers and their affiliated BCTGM local unions.  The collective bargaining agreement for our Portland, Maine employees participating in the plan expires on April 25, 2015.

 

In April 2012, we were notified that for the plan year ended December 31, 2011, the plan was not in endangered or critical status as of the most recent annual period, no surcharge was imposed at that time, and the plan was classified in the Green Zone.  We were also notified that for the plan year beginning January 1, 2012, the plan was in critical status and classified in the Red Zone.  As of the date of issuance of the accompanying unaudited consolidated interim financial statements, the plan remains in critical status.  The law requires that all contributing employers pay to the plan a surcharge to help correct the plan’s financial situation.  The amount of the surcharge is equal to a percentage of the amount an employer is otherwise required to contribute to the plan under the applicable collective bargaining agreement.  A 5% surcharge payable on hours worked on and after June 1, 2012 until December 31, 2012 was charged for plan year 2012, the initial critical year.  A 10% surcharge payable on hours worked on and after January 1, 2013 will be applicable for each succeeding plan year that the plan is in critical status until we agree to a collective bargaining agreement that implements a rehabilitation plan. We made contributions to the plan of $1.0 million for fiscal 2012. These contributions represented less than five percent of total contributions made to the plan.  In fiscal 2012, we paid less than $0.1 million in surcharges and expect to pay surcharges of less than $0.1 million in fiscal 2013 assuming consistent hours are worked.

 

(9)                                 Commitments and Contingencies

 

Operating Leases.  As of September 28, 2013, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial lease terms in excess of one year) were as follows (in thousands):

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(9)                                 Commitments and Contingencies (Continued)

 

Fiscal year ending:		Third Parties
2013		$	1,366
2014		3,500
2015		3,025
2016		3,066
2017		720
Thereafter		1,606
Total		$	13,283

 

Legal Proceedings.  We are from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving product liability claims, worker’s compensation and other employee claims, and tort and other general liability claims, as well as trademark, copyright, patent infringement and related claims and legal actions.  In the opinion of our management, the ultimate disposition of any currently pending claims or actions will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

 

Pirate Brands has been named as a defendant in six duplicative putative class actions, two of which were filed prior to our ownership of Pirate Brands.  The cases allege that Pirate Brands’ products are improperly labeled as “natural” because they contain “genetically modified” and processed ingredients.  The first case was filed in December 2012 in New York.  A duplicative case was then filed in February 2013 in California, which has been transferred to New York.  Identical actions were then filed in July 2013 in Florida, Washington, California and New Jersey.  Pirate Brands was successful in its efforts to have all six cases transferred to New York to be consolidated into a single proceeding.  No discovery has commenced in any of the cases, and a motion to dismiss the claims is pending.  Based upon information currently available, we do not believe the ultimate resolution of these actions will have a material adverse effect on B&G Foods’ consolidated financial position, results of operations or liquidity.

 

Environmental.  We are subject to environmental laws and regulations in the normal course of business.  We did not make any material expenditures during the first three quarters of 2013 or 2012 in order to comply with environmental laws and regulations.  Based on our experience to date, management believes that the future cost of compliance with existing environmental laws and regulations (and liability for any known environmental conditions) will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.  However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

 

Collective Bargaining Agreements.  As of September 28, 2013, approximately 334 of our 1,012 employees, or 33.0%, were covered by collective bargaining agreements, of which 48 were covered by a collective bargaining agreement expiring within the next 12 months.  Our collective bargaining agreement with the Local 863 International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America that covers certain employees at our Roseland, New Jersey manufacturing facility is scheduled to expire on March 31, 2014.  We expect to begin negotiations for a new collective bargaining agreement during the fourth quarter of 2013 or the first quarter of 2014.  While we believe that our relations with our union employees are good, we cannot be certain that we will be able to negotiate the Roseland, New Jersey collective bargaining agreement on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages.  At this time, however, management does not expect the outcome of these negotiations to have a

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(9)                                 Commitments and Contingencies (Continued)

 

material adverse effect on our business, financial condition or results of operations.  None of our other collective bargaining agreements is scheduled to expire within one year.

 

Severance and Change of Control Agreements.  We have employment agreements with each of our seven executive officers.  The agreements generally continue until terminated by the executive or by us, and provide for severance payments under certain circumstances, including termination by us without cause (as defined in the agreements) or as a result of the employee’s death or disability, or termination by us or a deemed termination upon a change of control (as defined in the agreements).  Severance benefits include payments for salary continuation, continuation of health care and insurance benefits, present value of additional pension credits and, in the case of a change of control, accelerated vesting under compensation plans and potential excise tax liability and gross up payments.

 

(10)                          Earnings per Share

 

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding.  Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock related to performance shares that may be earned under long-term incentive awards had been issued as of the beginning of the period using the treasury stock method.

 

		Thirteen Weeks Ended				Thirty-nine Weeks Ended
		September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Weighted average shares outstanding:
Basic		52,873,364		48,387,225		52,817,048		48,267,133
Net effect of potentially dilutive share-based compensation awards		247,028		355,937		158,031		330,032
Diluted		53,120,392		48,743,162		52,975,079		48,597,165

 

(11)                          Business and Credit Concentrations and Geographic Information

 

Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts.  We perform ongoing credit evaluations of the financial condition of our customers.  Our top ten customers accounted for approximately 48.9% and 51.3% of consolidated net sales for the first three quarters of 2013 and 2012, respectively.  Our top ten customers accounted for approximately 48.2% and 50.2% of our receivables as of September 28, 2013 and December 29, 2012, respectively.  Other than Wal-Mart, which accounted for 18.6% and 19.8% of our consolidated net sales for the first three quarters of 2013 and 2012, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first three quarters of 2013 or 2012.  Other than Wal-Mart, which accounted for 13.3% and 14.9% of our consolidated receivables as of September 28, 2013 and December 29, 2012, respectively, no single customer accounted for more than 10.0% of our consolidated receivables.  As of September 28, 2013, we do not believe we have any significant concentration of credit risk with respect to our trade accounts receivable with any single customer whose failure or nonperformance would materially affect our results other than as described above with respect to Wal-Mart.

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(11)                          Business and Credit Concentrations and Geographic Information (Continued)

 

During the first three quarters of 2013 and 2012, our sales to foreign countries represented approximately 3.2% and 2.4%, of net sales.  Our foreign sales are primarily to customers in Canada.

 

(12)                          Share-Based Payments

 

Our company makes annual grants of performance share long-term incentive awards to our executive officers and certain other members of senior management.  The performance share long-term incentive awards entitle the participants to earn shares of common stock upon the attainment of certain performance goals.  In addition, our non-employee directors receive annual equity grants as part of their non-employee director compensation.

 

The following table sets forth the compensation expense recognized for share-based payments (performance share long-term incentive awards, non-employee director stock grants and other share based compensation) during the third quarter and first three quarters of 2013 and 2012 and where that expense is reflected in our consolidated statements of operations (in thousands):

 

		Thirteen Weeks Ended						Thirty-nine Weeks Ended
Consolidated Statements of Operations Location		September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Compensation expense included in cost of goods sold		$	282		$	199		$	716		$	567
Compensation expense included in selling, general and administrative expenses		827			672			2,553			2,333
Total compensation expense for share-based payments		$	1,109		$	871		$	3,269		$	2,900

 

As of September 28, 2013, there was $4.3 million of unrecognized compensation expense related to performance share long-term incentive awards, which is expected to be recognized over the next 2.25 years.

 

The following table details the activity in our non-vested performance share long-term incentive awards for the first three quarters of 2013:

 

		Number of Performance Shares		Weighted Average Grant Date Fair Value (per share)(2)
Beginning of fiscal 2013		1,012,729	(1)	$	10.83
Granted		116,048	(1)	$	28.24
Vested		(512,885	)	$	7.29
Forfeited		(2,004	)	$	20.34
End of first three quarters of 2013		613,888	(1)	$	17.04

 

(1)         Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% or 300% of the target number of performance shares).

(2)         The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period.

 

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