B&G Foods, Inc. - Quarter Report: 2014 June (Form 10-Q)

Table of Contents

 

As filed with the Securities and Exchange Commission on July 24, 2014

 

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 June 28, 2014

 

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.

 

 

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 July 24, 2014, the registrant had 53,663,697 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 (Loss)	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	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
Item 4. Controls and Procedures	38
PART II OTHER INFORMATION	39
Item 1. Legal Proceedings	39
Item 1A. Risk Factors	39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3. Defaults Upon Senior Securities	39
Item 4. Mine Safety Disclosures	39
Item 5. Other Information	39
Item 6. Exhibits	40
SIGNATURE	41

 

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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)

 

		June 28, 2014			December 28, 2013
Assets
Current assets:
Cash and cash equivalents		$	4,010		$	4,107
Trade accounts receivable, net		58,352			62,763
Inventories		119,748			101,251
Prepaid expenses and other current assets		8,314			8,079
Income tax receivable		11,255			3,422
Deferred income taxes		3,113			2,115
Total current assets		204,792			181,737
Property, plant and equipment, net of accumulated depreciation of $121,996 and $114,685		113,671			110,374
Goodwill		371,954			319,292
Other intangibles, net		985,546			844,141
Other assets		31,350			28,799
Total assets		$	1,707,313		$	1,484,343
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable		$	42,623		$	42,638
Accrued expenses		19,080			19,189
Current portion of long-term debt		45,000			26,250
Dividends payable		18,246			17,637
Total current liabilities		124,949			105,714
Long-term debt		1,000,265			844,635
Other liabilities		2,131			8,692
Deferred income taxes		204,416			146,939
Total liabilities		1,331,761			1,105,980
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; 53,663,697 and 53,445,910 shares issued and outstanding as of June 28, 2014 and December 28, 2013		537			534
Additional paid-in capital		146,374			183,113
Accumulated other comprehensive loss		(2,461		)	(2,471		)
Retained earnings		231,102			197,187
Total stockholders’ equity		375,552			378,363
Total liabilities and stockholders’ equity		$	1,707,313		$	1,484,343

 

See Notes to Consolidated Financial Statements.

 

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B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

		Thirteen Weeks Ended						Twenty-six Weeks Ended
		June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net sales		$	202,889		$	160,882		$	401,029		$	332,076
Cost of goods sold		139,862			105,185			273,333			217,567
Gross profit		63,027			55,697			127,696			114,509
Operating expenses:
Selling, general and administrative expenses		25,289			17,318			47,892			33,826
Amortization expense		3,348			2,156			6,595			4,223
Gain on change in fair value of contingent consideration		(8,206		)	—			(8,206		)	—
Operating income		42,596			36,223			81,415			76,460
Other expenses:
Interest expense, net		11,803			10,030			22,945			19,803
Loss on extinguishment of debt		5,748			28,478			5,748			28,478
Income (loss) before income tax expense (benefit)		25,045			(2,285		)	52,722			28,179
Income tax expense (benefit)		8,907			(852		)	18,807			9,978
Net income (loss)		$	16,138		$	(1,433	)	$	33,915		$	18,201
Weighted average shares outstanding:
Basic		53,654			52,863			53,652			52,789
Diluted		53,719			52,863			53,713			52,902
Basic and diluted earnings (loss) per share		$	0.30		$	(0.03	)	$	0.63		$	0.34
Cash dividends declared per share		$	0.34		$	0.29		$	0.68		$	0.58

 

See Notes to Consolidated Financial Statements.

 

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B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)

 

		Thirteen Weeks Ended						Twenty-six Weeks Ended
		June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net income (loss)		$	16,138		$	(1,433	)	$	33,915		$	18,201
Other comprehensive income:
Foreign currency translation adjustments		24			(43		)	(4		)	(62		)
Amortization of unrecognized prior service cost and pension deferrals, net of tax		7			131			14			283
Other comprehensive income		31			88			10			221
Comprehensive income (loss)		$	16,169		$	(1,345	)	$	33,925		$	18,422

 

See Notes to Consolidated Financial Statements.

 

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B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

		Twenty-six Weeks Ended
		June 28, 2014			June 29, 2013
Cash flows from operating activities:
Net income		$	33,915		$	18,201
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,945			11,019
Amortization of deferred debt financing costs and bond discount		2,028			2,293
Deferred income taxes		8,594			6,194
Interest accretion on contingent consideration		432			—
Gain on change in fair value of contingent consideration		(8,206		)	—
Loss on extinguishment of debt		5,748			28,478
Share-based compensation expense		1,742			2,160
Excess tax benefits from share-based compensation		(2,383		)	(4,198		)
Provision for doubtful accounts		(5		)	(8		)
Changes in assets and liabilities:
Trade accounts receivable		4,986			(1,525		)
Inventories		(16,326		)	(13,197		)
Prepaid expenses and other current assets		(235		)	(553		)
Income tax receivable		(1,137		)	1,962
Other assets		(1,271		)	(230		)
Trade accounts payable		(3,577		)	3,187
Accrued expenses		(2,156		)	(8,875		)
Other liabilities		47			(3,232		)
Net cash provided by operating activities		36,141			41,676
Cash flows from investing activities:
Payments for acquisition of businesses		(154,277		)	(14,488		)
Capital expenditures		(9,492		)	(4,610		)
Net cash used in investing activities		(163,769		)	(19,098		)
Cash flows from financing activities:
Repayments of long-term debt		(131,250		)	(468,916		)
Proceeds from issuance of long-term debt		299,250			700,000
Borrowings under revolving credit facility		238,500			20,000
Repayments of borrowings under revolving credit facility		(232,500		)	(45,000		)
Dividends paid		(35,878		)	(30,572		)
Excess tax benefits from share-based compensation		2,383			4,198
Debt financing costs		(8,607		)	(12,249		)
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation		(4,374		)	(6,812		)
Net cash provided by financing activities		127,524			160,649
Effect of exchange rate fluctuations on cash and cash equivalents		7			(39		)
Net (decrease) increase in cash and cash equivalents		(97		)	183,188
Cash and cash equivalents at beginning of period		4,107			19,219
Cash and cash equivalents at end of period		$	4,010		$	202,407
Supplemental disclosures of cash flow information:
Cash interest payments		$	20,899		$	24,070
Cash income tax payments		$	11,316		$	1,826
Non-cash transactions:
Dividends declared and not yet paid		$	18,246		$	15,333

 

See Notes to Consolidated Financial Statements.

 

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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, dry soups, taco shells and kits, salsas, pickles, peppers, tomato-based products, puffed corn and rice snacks, nut clusters, Greek yogurt coated granola bars and bites and other specialty products.  Our products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary’s, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emeril’s, Grandma’s Molasses, JJ Flats, Joan of Arc, Las Palmas, MacDonald’s, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, New York Flatbreads, New York Style, Old London, Original Tings, Ortega, Pirate’s Booty, Polaner, Red Devil, Regina, Rickland Orchards, Sa-són, Sclafani, Smart Puffs, Spring Tree, 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 April 23, 2014, we completed the acquisition of Specialty Brands of America, Inc. and related entities, including the Bear Creek Country Kitchens, Spring Tree, Cary’s, MacDonald’s, New York Flatbreads and Canoleo brands, from affiliates of American Capital, Ltd. and certain individual sellers for a purchase price of $154.3 million in cash.  We refer to this acquisition as the “Specialty Brands acquisition.”

 

On October 7, 2013, we acquired Rickland Orchards LLC, including the Rickland Orchards brand, from Natural Instincts LLC for a base purchase price of $57.5 million, of which approximately $37.4 million was paid in cash and approximately $20.1 million was paid in shares of common stock of B&G Foods (based on the closing price of $35.15 per share on October 4, 2013), plus contingent earn-out consideration ranging from zero to a maximum of $15.0 million in the aggregate, which is payable upon the achievement of revenue growth targets during fiscal 2014, 2015 and 2016 meant to achieve operating results in excess of base purchase price acquisition model assumptions.  We refer to this acquisition as the “Rickland Orchards acquisition.”

 

As of the date of the Rickland Orchards acquisition we estimated the original fair value of the contingent consideration to be approximately $7.6 million.  During the remainder of fiscal 2013 and the first two quarters of 2014, we recorded interest accretion expense on the contingent consideration liability of $0.2 million and $0.4 million, respectively.  At June 28, 2014, we remeasured the fair value of the contingent consideration using actual operating results through June 28, 2014 and revised forecasted operating results for the remainder of fiscal 2014, 2015 and 2016.  As a result of lower than expected net sales results for Rickland Orchards and the unlikelihood of Rickland Orchards achieving the revenue growth targets, the fair value of the contingent consideration was reduced to zero, resulting in a non-cash gain of $8.2 million that is included in gain on change in fair value of contingent consideration in the accompanying unaudited consolidated statements of operations for the second quarter and first two quarters of 2014.  See Note 6, “Fair Value Measurements.”  We also concluded that these factors were potential indicators of the impairment of certain long-lived assets (trademark and customer relationship intangibles), requiring us to perform an interim impairment analysis of the trademark and customer relationship intangibles acquired in the Rickland Orchards acquisition.  Based on the results of the interim impairment analysis, we determined that no impairment was

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(1)                                 Nature of Operations (Continued)

 

required as of June 28, 2014.  However, if operating results for the Rickland Orchards brand continue to deteriorate at rates in excess of our revised projections during the remainder of 2014 or thereafter, we may be required to record a non-cash charge for the impairment of long-lived intangibles relating to Rickland Orchards, and these non-cash charges would be material.

 

On July 8, 2013, we completed the acquisition of Pirate Brands, LLC, including the Pirate’s Booty, Smart 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.”

 

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

 

We have accounted for each of 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 respective dates 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 acquired are amortized over 10 to 20 years.  Goodwill and other intangible assets, except in the case of the Specialty Brands acquisition, 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, customer relationships and other intangibles) 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 preliminary allocation of the Specialty 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 assets acquired and liabilities assumed.  We anticipate completing the purchase price allocation before or during the second quarter of fiscal 2015.  The goodwill and other intangible assets acquired are not expected to be deductible for income tax purposes.

 

Specialty Brands Acquisition (dollars in thousands):
Purchase Price:
Cash paid		$	154,277
Total		$	154,277
Preliminary Allocation:
Trademarks — unamortizable intangible assets		$	136,000
Goodwill		50,984
Customer relationship intangibles—amortizable intangible assets		12,000
Other working capital		4,418
Long-term deferred income tax liabilities		(49,125		)
Total		$	154,277

 

The following table sets forth the preliminary allocation of the Rickland Orchards acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(1)                                 Nature of Operations (Continued)

 

purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to intangible assets acquired. During the first two quarters of 2014, we recorded a purchase price allocation adjustment by increasing goodwill and decreasing other working capital by $1.5 million due to a change in our valuation of accounts receivable and inventory as of the date of acquisition.  We anticipate completing the purchase price allocation during the third quarter of fiscal 2014.

 

Rickland Orchards Acquisition (dollars in thousands):
Purchase Price:
Cash paid		$	37,376
Equity issued		20,124
Fair value of contingent consideration		7,566
Total		$	65,066
Preliminary Allocation:
Trademarks — amortizable intangible assets		$	35,000
Goodwill		22,751
Customer relationship intangibles—amortizable intangible assets		9,000
Other working capital		(1,685		)
Total		$	65,066

 

The following table sets forth the allocation of the Pirate Brands acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. During the first quarter of 2014, we recorded a purchase price allocation adjustment by increasing goodwill and decreasing other working capital by $0.2 million due to a change in our valuation of accounts receivable as of the date of acquisition. We completed the purchase price allocation during the first quarter of fiscal 2014.

 

Pirate Brands Acquisition (dollars in thousands):
Purchase Price:
Cash paid		$	195,417
Total		$	195,417
Allocation:
Trademarks — unamortizable intangible assets		$	152,800
Goodwill		29,953
Customer relationship intangibles—amortizable intangible assets		11,400
Other working capital		1,264
Total		$	195,417

 

Unaudited Pro Forma Summary of Operations

 

The following pro forma summary of operations for the second quarter and first two quarters of 2014 and 2013 presents our operations as if the Specialty Brands acquisition had occurred as of the beginning of

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(1)                                 Nature of Operations (Continued)

 

fiscal 2013, and the Rickland Orchards and Pirate Brands acquisitions had occurred as of the beginning of fiscal 2012.  In addition to including the results of operations of these acquisitions, the pro forma information gives effect to the interest on additional borrowings, the amortization of trademark and customer relationship intangibles, and the issuance of shares of common stock.  On an actual basis, Specialty Brands, Rickland Orchards and Pirate Brands contributed $11.5 million, $7.1 million and $20.3 million, respectively, for the second quarter of 2014, and $11.5 million, $15.8 million and $40.7 million, respectively, for the first two quarters of 2014.

 

		Thirteen Weeks Ended						Twenty-six Weeks Ended
		June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
		(dollars in thousands)
Net sales		$	208,577		$	203,898		$	427,422		$	433,263
Net income (loss)		$	16,395		$	(1,587	)	$	35,107		$	18,986
Basic earnings (loss) per share		$	0.31		$	(0.03	)	$	0.65		$	0.36
Diluted earnings (loss) per share		$	0.31		$	(0.03	)	$	0.65		$	0.35

 

The pro forma information presented above does not purport to be indicative of the results that actually would have been attained if the Specialty Brands acquisition had occurred as of the beginning of fiscal 2013 and the Rickland Orchards and Pirate Brands acquisitions had occurred as of the beginning of fiscal 2012, and is not intended to be a projection of future results.

 

The TrueNorth acquisition was not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented.

 

(2)                                 Summary of Significant Accounting Policies

 

Fiscal Year

 

Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters.  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 year ending January 3, 2015 (fiscal 2014) contains 53 weeks and our fiscal year ending December 28, 2013 (fiscal 2013) contains 52 weeks.  Each quarter of fiscal 2014 and 2013 contains 13 weeks, except the fourth quarter of 2014, which will contain 14 weeks.

 

Basis of Presentation

 

The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended June 28, 2014 (second quarter and first two quarters of 2014) and June 29, 2013 (second quarter and first two quarters of 2013) 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

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(2)                                 Summary of Significant Accounting Policies (Continued)

 

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 June 28, 2014, and the results of our operations and comprehensive income (loss) for the second quarter and first two quarters of 2014 and 2013 and the cash flows for the first two quarters of 2014 and 2013.  Our results of operations for the second quarter and first two quarters of 2014 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 included in our Annual Report on Form 10-K for fiscal 2013 filed with the SEC on February 26, 2014.  Certain reclassifications, none of which were material, have been made to the prior year amounts to conform to the current year presentation.

 

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 fair value of contingent consideration.  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.

 

Recently Issued Accounting Standards

 

In May 2014, the Financial Accounting Standards Board issued new accounting requirements for the recognition of revenue from contracts with customers. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, which for us is the first quarter of fiscal 2017.  We are currently evaluating the impact of this new standard, however, we do not expect it to have a material impact on our financial position or results of operations.

 

(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):

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(3)                                 Inventories (Continued)

 

		June 28, 2014			December 28, 2013
Raw materials and packaging		$	39,468		$	25,075
Finished goods		80,280			76,176
Total		$	119,748		$	101,251

 

(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 June 28, 2014									As of December 28, 2013
		Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
Amortizable Intangible Assets
Trademarks		$	41,800		$	2,716		$	39,084		$	41,800		$	1,031		$	40,769
Customer relationships		199,540			53,978			145,562			187,569			49,097			138,472
		$	241,340		$	56,694		$	184,646		$	229,369		$	50,128		$	179,241
Unamortizable Intangible Assets
Goodwill		$	371,954								$	319,292
Trademarks		$	800,900								$	664,900

 

Note:      The increases in carrying amounts are attributable to purchase accounting adjustments related to the Specialty Brands, Rickland Orchards and Pirate Brands acquisitions.

 

Amortization expense associated with amortizable trademarks and customer relationship intangibles for the second quarter and first two quarters of 2014 was $3.3 million and $6.6 million, respectively, and is recorded in operating expenses.  Amortization expense associated with amortizable trademarks and customer relationship intangibles for the second quarter and first two quarters of 2013 was $2.2 million and $4.2 million, respectively, and is recorded in operating expenses.  We expect to recognize an additional $6.8 million of amortization expense associated with our amortizable trademarks and customer relationship intangibles during the remainder of fiscal 2014, and thereafter $13.6 million per year for each of the next four fiscal years.

 

See Note 1, “Nature of Operations—Acquisitions.”

 

(5)                                 Long-Term Debt

 

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

 

		June 28, 2014			December 28, 2013
Current and former senior secured credit agreement:
Revolving credit facility		$	46,000		$	40,000
Tranche A term loan due 2019		300,000			—
Tranche A term loan due 2016		—			131,250
4.625% senior notes due 2021		700,000			700,000
Unamortized discount		(735		)	(365		)
Total long-term debt, net of unamortized discount		1,045,265			870,885
Current portion of long-term debt		(45,000		)	(26,250		)
Long-term debt, net of unamortized discount and excluding current portion		$	1,000,265		$	844,635

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(5)           Long-Term Debt (Continued)

 

As of June 28, 2014, the aggregate contractual maturities of long-term debt are as follows (in thousands):

 

Years ending December:
2014		$	7,500
2015		18,750
2016		26,250
2017		24,375
2018		76,875
Thereafter		892,250		(1)
Total		$	1,046,000

 

(1)         Included in “Thereafter” is $46.0 million principal amount of revolving loans that was outstanding as of June 28, 2014.  The revolving loans mature in 2019.  However, because we expect to reduce the principal amount of our revolving loan borrowings by at least $30.0 million during the remainder of 2014, $30.0 million is reflected in the accompanying unaudited interim consolidated balance sheet within current portion of long-term debt.

 

Senior Secured Credit Agreement.  On June 5, 2014, we entered into a new senior secured credit agreement, which includes a $500.0 million revolving credit facility and $300.0 million of tranche A term loans.  The proceeds of the term loan borrowings, $46.0 million of revolving loans and cash on hand were used to repay all outstanding obligations under our prior credit agreement, which included $215.0 million of revolving loans that were used in part to fund the Specialty Brands acquisition, $121.9 million of term loan borrowings and $0.6 million of accrued and unpaid interest, and to pay $8.6 million of related transaction fees and expenses.  At June 28, 2014, $300.0 million of tranche A term loans were outstanding and $46.0 million of revolving loans were outstanding under our senior secured credit agreement.

 

At June 28, 2014, the available borrowing capacity under our revolving credit facility, net of outstanding letters of credit of $0.5 million, was $453.5 million.  Proceeds of the revolving credit facility may be used for general corporate purposes including 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 our 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 revolving credit facility matures on June 5, 2019.

 

The tranche A term loans are subject to principal amortization: $7.5 million is due and payable in fiscal 2014, $18.8 million is due and payable in fiscal 2015, $26.2 million is due and payable in fiscal 2016, $24.4 million is due and payable in fiscal 2017 and $76.9 million is due and payable in fiscal 2018.  The balance of all borrowings under the tranche A term loan facility, or $146.2 million, is due and payable at maturity on June 5, 2019.

 

We may prepay the tranche A term loans or permanently reduce the revolving credit facility commitment under our 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 or casualty events and issuances of indebtedness.

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(5)           Long-Term Debt (Continued)

 

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 0.50% to 1.00%, and LIBOR plus an applicable margin ranging from 1.50% to 2.00%, in each case depending on our consolidated leverage ratio. At the end of the second quarter of 2014, the revolving credit facility and the tranche A term loan interest rates were each approximately 2.15%.

 

Our obligations under our 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 facility 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.

 

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 net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period), commencing with the second quarter of 2014, may not exceed 7.00 to 1.00 through the fourth quarter of 2015; 6.75 to 1.00 for the first quarter of 2016 through the fourth quarter of 2016; and 6.50 to 1.00 for the first quarter of 2017 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, commencing with the four quarter period ending with the second quarter of 2014.  As of June 28, 2014, we were in compliance with all of the covenants, including the financial covenants, in the credit agreement.

 

The credit agreement also provides for an incremental term loan and revolving loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide unlimited additional amounts of term loans or revolving loans or both 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 $700.0 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.  The 4.625% senior notes will mature on June 1, 2021, unless earlier retired or redeemed as described below.

 

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.

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(5)           Long-Term Debt (Continued)

 

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 would 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 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 June 28, 2014, we were in compliance with all of the covenants in the indenture governing the 4.625% senior notes.

 

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 second quarter of 2014, we wrote-off and expensed $5.4 million of deferred debt financing costs relating to the termination of our prior credit agreement, which included the repayment of $121.9 million aggregate principal amount of our tranche A term loans and $215.0 million of revolving loans. During the second quarter of 2014, we also capitalized $5.7 million and $2.9 million of debt financing costs relating to the new revolving credit facility and tranche A term loans, respectively, which will be amortized over the five year scheduled term of the new credit agreement. As of June 28, 2014 and December 28, 2013 we had net deferred debt financing costs of $19.0 million and $17.8 million, respectively, included in other assets in the accompanying unaudited consolidated balance sheets.

 

Loss on Extinguishment of Debt.  During the second quarter of 2014, we incurred a loss on extinguishment of debt in connection with the termination of our prior credit agreement and the repayment of all outstanding obligations thereunder.  The loss on extinguishment includes the write-off of deferred debt financing costs of $5.4 million discussed above and the write-off of unamortized discount of $0.3 million. Loss on extinguishment of debt for the second quarter of 2013 includes costs relating to our repurchase of $218.3 million aggregate principal amount of 7.625% senior notes and our repayment of $222.2 million aggregate

 

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B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(5)           Long-Term Debt (Continued)

 

principal amount of tranche B term loans, including 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 June 28, 2014 and December 28, 2013, accrued interest of $3.4 million and $3.3 million, respectively, is included in accrued expenses in the accompanying unaudited 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 loans, term loans and senior notes as of June 28, 2014 and December 28, 2013 are as follows (in thousands):

 

		June 28, 2014						December 28, 2013
		Carrying Value			Fair Value			Carrying Value			Fair Value
Revolving Credit Loans		$	46,000		$	46,000	(1)	$	40,000		$	40,000	(1)
Tranche A Term Loans due 2016		—			—			130,885		(2)	131,250		(1)
Tranche A Term Loans due 2019		299,265		(2)	300,000		(1)	—			—
4.625% Senior Notes due 2021		700,000			701,750		(3)	700,000			672,000		(3)

 

(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.

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(6)         Fair Value Measurements (Continued)

 

(2)         The carrying values of the tranche A term loans are net of discount.  At June 28, 2014 and December 28, 2013, the face amounts of the tranche A term loans were $300.0 million and $131.3 million, respectively.

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

 

For the Rickland Orchards acquisition, additional purchase price payments ranging from zero to $15.0 million are contingent upon the achievement of certain revenue growth targets during fiscal 2014, 2015 and 2016 meant to achieve revenue growth in excess of base purchase price acquisition model assumptions.  We estimated the original fair value of the contingent consideration as the present value of the expected contingent payments, determined using the weighted probabilities of the possible payments.  As of the date of acquisition we estimated the original fair value of the contingent consideration to be approximately $7.6 million.

 

During the remainder of fiscal 2013 and the first two quarters of 2014, we recorded interest accretion expense on the contingent consideration liability of $0.2 million and $0.4 million, respectively.  We are required to reassess the fair value of the contingent consideration at each reporting period.  At June 28, 2014, we remeasured the fair value of the contingent consideration using actual operating results through June 28, 2014 and revised forecasted operating results for the remainder of fiscal 2014, 2015 and 2016.  As a result of lower than expected net sales results for Rickland Orchards and the unlikelihood of Rickland Orchards achieving the revenue growth targets, the fair value of the contingent consideration was reduced to zero, resulting in a non-cash gain of $8.2 million and is included in gain on change in fair value of contingent consideration in the accompanying unaudited consolidated statements of operations for the second quarter and first two quarters of 2014.  The significant inputs used in these estimates include numerous possible scenarios for the contingent earn-out payments based on the contractual terms of the contingent consideration, for which probabilities are assigned to each scenario, which are then discounted based on an individual risk analysis of the respective liabilities. Although we believe our assumptions are reasonable, different assumptions or changes in the future may result in different estimated amounts.

 

The following table summarized the Level 3 activity (in thousands):

 

		June 28, 2014
Balance at beginning of year		$	7,774
Contingent consideration accretion expense		432
Gain on change in fair value of contingent consideration		(8,206		)
Balance at end of quarter		$	—

 

(7)           Accumulated Other Comprehensive Loss

 

The reclassification from accumulated other comprehensive loss as of June 28, 2014 and June 29, 2013 are as follows (in thousands):

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(7)                                 Accumulated Other Comprehensive Loss (Continued)

 

		Thirteen Weeks Ended						Twenty-Six Weeks Ended						Affected Line Item in the Statement Where Net Income
Details about AOCL Components		June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013			(loss) is Presented
Defined benefit pension plan items
Amortization of prior service cost		$	11		$	11		$	22		$	22		See (1) below
Amortization of unrecognized loss		—			195			—			424			See (1) below
		11			206			22			446			Total before tax
		(4		)	(75		)	(8		)	(163		)	Income tax expense
Total reclassification		$	7		$	131		$	14		$	283		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 June 28, 2014 is as follows (in thousands):

 

		Defined Benefit Pension Plan Items			Foreign Currency Translation Adjustments			Total
Beginning balance		$	(2,340	)	$	(131	)	$	(2,471	)
Other comprehensive loss before reclassifications		—			(4		)	(4		)
Amounts reclassified from AOCL		14			—			14
Net current period other comprehensive income (loss)		14			(4		)	10
Ending balance		$	(2,326	)	$	(135	)	$	(2,461	)

 

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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 second quarter and first two quarters of 2014 and 2013 include the following components (in thousands):

 

		Thirteen Weeks Ended						Twenty-six Weeks Ended
		June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Service cost—benefits earned during the period		$	697		$	792		$	1,405		$	1,701
Interest cost on projected benefit obligation		601			528			1,202			1,055
Expected return on plan assets		(1,085		)	(913		)	(2,169		)	(1,809		)
Amortization of unrecognized prior service cost		11			11			22			22
Amortization of unrecognized loss		—			195			—			424
Net periodic pension cost		$	224		$	613		$	460		$	1,393

 

During the first two quarters of 2014, we made $1.8 million of defined benefit pension plan contributions.  We do not plan to make additional contributions during the remainder of fiscal 2014.

 

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.

 

We were 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 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. B&G Foods made contributions to the plan of $1.0 million in fiscal 2013. These contributions represented less than five percent of total contributions made to the plan.  In fiscal 2013, we paid less than $0.1 million in surcharges and expect to pay surcharges of less than $0.1 million in fiscal 2014 assuming consistent hours are worked.

 

(9)                                 Commitments and Contingencies

 

Operating Leases.  As of June 28, 2014, 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
2014		$	3,081
2015		6,142
2016		6,089
2017		3,626
2018		3,552
Thereafter		4,251
Total		$	26,741

 

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, product labeling 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.  While we cannot predict with certainty the results of these claims and legal actions in which we are currently or in the future may be involved, we do not expect that the ultimate disposition of any currently pending claims or actions will 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 coordinated before a single judge.  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 two quarters of 2014 or 2013 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 June 28, 2014, approximately 328 of our 965 employees, or 34.0%, were covered by collective bargaining agreements, of which approximately 100 were covered by a collective bargaining agreement expiring within the next 12 months.  Our collective bargaining agreement with the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union, AFL-CIO, Local No. 334 that covers certain employees at our Portland, Maine manufacturing facility is scheduled to expire on April 25, 2015.  We expect to begin negotiations for a new collective bargaining agreement during the fourth quarter of 2014 or the first quarter of 2015.  While we believe that our relations with our union employees are good, we cannot be certain that we will be able to negotiate a new collective bargaining agreement for the Portland,

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

(9)                                 Commitments and Contingencies (Continued)

 

Maine manufacturing facility 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 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 generally 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.  For the second quarter of 2013, 238,931 shares of common stock issuable upon the achievement of performance goals in connection with share-based compensation awards have not been included in the calculation of diluted weighted average shares because the effect would be antidilutive on diluted loss per share.

 

		Thirteen Weeks Ended				Twenty-six Weeks Ended
		June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
Weighted average shares outstanding:
Basic		53,653,844		52,863,101		53,651,766		52,788,891
Net effect of potentially dilutive share-based compensation awards		65,073		—		61,243		113,534
Diluted		53,718,917		52,863,101		53,713,009		52,902,425

 

(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 51.1% and 51.6% of consolidated net sales for the first two quarters of 2014 and 2013, respectively.  Our top ten customers accounted for approximately 49.4% and 46.1% of our consolidated trade accounts receivables as of June 28, 2014 and December 28, 2013, respectively.  Other than Wal-Mart, which accounted for 19.4% and 20.9% of our consolidated net sales for the first two quarters of 2014 and 2013, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first two quarters of 2014 or 2013.  Other than Wal-Mart, which accounted for 15.0% and 12.9% of our consolidated trade accounts receivables as of June 28, 2014 and December 28, 2013, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables.  As of June 28, 2014, we do not believe we have any significant

 

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

 

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

 

concentration of credit risk with respect to our consolidated 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.

 

During the first two quarters of 2014 and 2013, our sales to foreign countries represented approximately 2.4% and 3.2%, respectively, 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, if any) during the second quarter and first two quarters of 2014 and 2013 and where that expense is reflected in our consolidated statements of operations (in thousands):

 

		Thirteen Weeks Ended						Twenty-six Weeks Ended
Consolidated Statements of Operations Location		June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Compensation expense included in cost of goods sold		$	209		$	271		$	494		$	434
Compensation expense included in selling, general and administrative expenses		968			1,219			1,248			1,726
Total compensation expense for share-based payments		$	1,177		$	1,490		$	1,742		$	2,160

 

As of June 28, 2014, there was $3.9 million of unrecognized compensation expense related to performance share long-term incentive awards, which is expected to be recognized over the next 2.5 years.

 

The following table details the activity in our non-vested performance share long-term incentive awards for the first two quarters of 2014:

 

		Number of Performance Shares		Weighted Average Grant Date Fair Value (per share)(2)
Beginning of fiscal 2014		611,818	(1)	$	17.05
Granted		174,834	(1)	$	27.54
Vested		(342,576	)	$	11.78
Forfeited		(17,588	)	$	27.71
End of first two quarters of 2014		426,488	(1)	$	25.14

 

(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

 

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