North Carolina
(State or other jurisdiction of
incorporation or organization)
|
|
56-0292920
(I.R.S. Employer Identification No.)
|
13024 Ballantyne Corporate Place
Suite 900
Charlotte, North Carolina
|
|
28277
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 28,
2013 |
|
September 29,
2012 |
|
September 28,
2013 |
|
September 29,
2012 |
||||||||
Net revenue
|
|
$
|
453,023
|
|
|
$
|
406,565
|
|
|
$
|
1,310,646
|
|
|
$
|
1,198,808
|
|
Cost of sales
|
|
295,429
|
|
|
269,626
|
|
|
862,286
|
|
|
802,568
|
|
||||
Gross margin
|
|
157,594
|
|
|
136,939
|
|
|
448,360
|
|
|
396,240
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
122,110
|
|
|
106,512
|
|
|
356,610
|
|
|
324,864
|
|
||||
Impairment charges
|
|
—
|
|
|
80
|
|
|
1,900
|
|
|
207
|
|
||||
Gain on sale of route businesses, net
|
|
(465
|
)
|
|
(1,427
|
)
|
|
(2,057
|
)
|
|
(21,596
|
)
|
||||
Other (income)/expense, net
|
|
(5,099
|
)
|
|
537
|
|
|
(8,603
|
)
|
|
(124
|
)
|
||||
Income before interest and income taxes
|
|
41,048
|
|
|
31,237
|
|
|
100,510
|
|
|
92,889
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
3,742
|
|
|
1,692
|
|
|
10,702
|
|
|
6,258
|
|
||||
Income before income taxes
|
|
37,306
|
|
|
29,545
|
|
|
89,808
|
|
|
86,631
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
|
14,194
|
|
|
11,634
|
|
|
33,758
|
|
|
34,930
|
|
||||
Net income
|
|
23,112
|
|
|
17,911
|
|
|
56,050
|
|
|
51,701
|
|
||||
Net income attributable to noncontrolling interests
|
|
213
|
|
|
146
|
|
|
329
|
|
|
397
|
|
||||
Net income attributable to Snyder’s-Lance, Inc.
|
|
$
|
22,899
|
|
|
$
|
17,765
|
|
|
$
|
55,721
|
|
|
$
|
51,304
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.33
|
|
|
$
|
0.26
|
|
|
$
|
0.80
|
|
|
$
|
0.75
|
|
Weighted average shares outstanding – basic
|
|
69,459
|
|
|
68,598
|
|
|
69,243
|
|
|
68,268
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
|
$
|
0.33
|
|
|
$
|
0.26
|
|
|
$
|
0.80
|
|
|
$
|
0.74
|
|
Weighted average shares outstanding – diluted
|
|
70,294
|
|
|
69,526
|
|
|
70,013
|
|
|
69,190
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 28,
2013 |
|
September 29,
2012 |
|
September 28,
2013 |
|
September 29,
2012 |
||||||||
Net income
|
|
$
|
23,112
|
|
|
$
|
17,911
|
|
|
$
|
56,050
|
|
|
$
|
51,701
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized gains/(losses) on derivative instruments, net of income tax
|
|
247
|
|
|
5
|
|
|
229
|
|
|
(288
|
)
|
||||
Foreign currency translation adjustment
|
|
1,432
|
|
|
2,468
|
|
|
(2,473
|
)
|
|
2,794
|
|
||||
Total other comprehensive income/(loss)
|
|
1,679
|
|
|
2,473
|
|
|
(2,244
|
)
|
|
2,506
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
|
24,791
|
|
|
20,384
|
|
|
53,806
|
|
|
54,207
|
|
||||
Comprehensive income attributable to noncontrolling interests, net of income tax of $112, $80, $233 and $176, respectively
|
|
(213
|
)
|
|
(146
|
)
|
|
(329
|
)
|
|
(397
|
)
|
||||
Total comprehensive income attributable to Snyder’s-Lance, Inc.
|
|
$
|
24,578
|
|
|
$
|
20,238
|
|
|
$
|
53,477
|
|
|
$
|
53,810
|
|
|
|
September 28,
2013 |
|
December 29,
2012 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
16,702
|
|
|
$
|
9,276
|
|
Accounts receivable, net of allowances of $2,300 and $2,159, respectively
|
|
152,266
|
|
|
141,862
|
|
||
Inventories
|
|
139,764
|
|
|
118,256
|
|
||
Prepaid income taxes
|
|
5,272
|
|
|
—
|
|
||
Deferred income taxes
|
|
9,361
|
|
|
11,625
|
|
||
Assets held for sale
|
|
22,707
|
|
|
11,038
|
|
||
Prepaid expenses and other current assets
|
|
26,492
|
|
|
28,676
|
|
||
Total current assets
|
|
372,564
|
|
|
320,733
|
|
||
|
|
|
|
|
||||
Noncurrent assets:
|
|
|
|
|
||||
Fixed assets, net of accumulated depreciation of $351,985 and $331,053, respectively
|
|
344,746
|
|
|
331,385
|
|
||
Goodwill
|
|
536,655
|
|
|
540,389
|
|
||
Other intangible assets, net
|
|
519,517
|
|
|
531,735
|
|
||
Other noncurrent assets
|
|
23,139
|
|
|
22,490
|
|
||
Total assets
|
|
$
|
1,796,621
|
|
|
$
|
1,746,732
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
18,389
|
|
|
$
|
20,462
|
|
Accounts payable
|
|
59,276
|
|
|
54,791
|
|
||
Accrued compensation
|
|
26,780
|
|
|
31,037
|
|
||
Accrued selling and promotional costs
|
|
15,097
|
|
|
16,240
|
|
||
Income tax payable
|
|
—
|
|
|
1,263
|
|
||
Other payables and accrued liabilities
|
|
32,511
|
|
|
30,830
|
|
||
Total current liabilities
|
|
152,053
|
|
|
154,623
|
|
||
|
|
|
|
|
||||
Noncurrent liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
526,405
|
|
|
514,587
|
|
||
Deferred income taxes
|
|
182,830
|
|
|
176,037
|
|
||
Other noncurrent liabilities
|
|
28,607
|
|
|
29,310
|
|
||
Total liabilities
|
|
889,895
|
|
|
874,557
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, 69,508,697 and 68,863,974 shares outstanding, respectively
|
|
57,922
|
|
|
57,384
|
|
||
Preferred stock, no shares outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
759,839
|
|
|
746,155
|
|
||
Retained earnings
|
|
73,324
|
|
|
50,847
|
|
||
Accumulated other comprehensive income
|
|
12,874
|
|
|
15,118
|
|
||
Total Snyder’s-Lance, Inc. stockholders’ equity
|
|
903,959
|
|
|
869,504
|
|
||
Noncontrolling interests
|
|
2,767
|
|
|
2,671
|
|
||
Total stockholders’ equity
|
|
906,726
|
|
|
872,175
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,796,621
|
|
|
$
|
1,746,732
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 28,
2013 |
|
September 29,
2012 |
||||
Operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
56,050
|
|
|
$
|
51,701
|
|
Adjustments to reconcile net income to cash from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
44,805
|
|
|
39,255
|
|
||
Stock-based compensation expense
|
|
4,397
|
|
|
3,487
|
|
||
(Gain)/loss on sale of fixed assets, net
|
|
(1,022
|
)
|
|
87
|
|
||
Gain on sale of route businesses
|
|
(2,057
|
)
|
|
(21,596
|
)
|
||
Impairment charges
|
|
1,900
|
|
|
207
|
|
||
Deferred income taxes
|
|
8,962
|
|
|
(7,419
|
)
|
||
Changes in operating assets and liabilities, excluding business acquisitions
|
|
(38,562
|
)
|
|
(5,938
|
)
|
||
Net cash provided by operating activities
|
|
74,473
|
|
|
59,784
|
|
||
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
||||
Purchases of fixed assets
|
|
(55,874
|
)
|
|
(55,962
|
)
|
||
Purchases of route businesses
|
|
(26,798
|
)
|
|
(27,747
|
)
|
||
Proceeds from sale of fixed assets
|
|
4,552
|
|
|
8,185
|
|
||
Proceeds from sale of route businesses
|
|
25,004
|
|
|
88,672
|
|
||
Proceeds from sale of investments
|
|
921
|
|
|
—
|
|
||
Business acquisitions, net of cash acquired
|
|
(1,513
|
)
|
|
—
|
|
||
Net cash (used in)/provided by investing activities
|
|
(53,708
|
)
|
|
13,148
|
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Dividends paid to stockholders
|
|
(33,243
|
)
|
|
(32,790
|
)
|
||
Dividends paid to noncontrolling interests
|
|
(232
|
)
|
|
(234
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(567
|
)
|
||
Issuances of common stock
|
|
10,514
|
|
|
10,741
|
|
||
Repurchases of common stock
|
|
(709
|
)
|
|
(333
|
)
|
||
Repayments of long-term debt
|
|
(16,279
|
)
|
|
(1,647
|
)
|
||
Net proceeds/(repayments) from revolving credit facilities
|
|
26,805
|
|
|
(59,869
|
)
|
||
Net cash used in financing activities
|
|
(13,144
|
)
|
|
(84,699
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
(195
|
)
|
|
(274
|
)
|
||
|
|
|
|
|
||||
Increase/(decrease) in cash and cash equivalents
|
|
7,426
|
|
|
(12,041
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
9,276
|
|
|
20,841
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
16,702
|
|
|
$
|
8,800
|
|
|
|
|
|
|
||||
Supplemental information:
|
|
|
|
|
||||
Cash paid for income taxes, net of refunds of $36 and $12,361, respectively
|
|
$
|
29,056
|
|
|
$
|
20,636
|
|
Cash paid for interest
|
|
$
|
9,806
|
|
|
$
|
5,801
|
|
|
|
Quarter Ended
September 29, 2012
|
|
Nine Months Ended
September 29, 2012
|
||||
(in thousands, except per share data)
|
|
|
||||||
Net revenue
|
|
$
|
435,346
|
|
|
$
|
1,278,264
|
|
Income before interest and income taxes
|
|
35,401
|
|
|
101,456
|
|
||
Net income attributable to Snyder's-Lance, Inc.
|
|
19,302
|
|
|
53,780
|
|
||
Weighted average diluted shares
|
|
69,526
|
|
|
69,190
|
|
||
Diluted earnings per share
|
|
$
|
0.28
|
|
|
$
|
0.78
|
|
(in thousands)
|
|
September 28,
2013 |
|
December 29,
2012 |
||||
Finished goods
|
|
$
|
92,084
|
|
|
$
|
74,627
|
|
Raw materials
|
|
20,029
|
|
|
19,307
|
|
||
Maintenance parts, packaging and supplies
|
|
27,651
|
|
|
24,322
|
|
||
Inventories
|
|
$
|
139,764
|
|
|
$
|
118,256
|
|
(in thousands)
|
|
September 28,
2013 |
|
December 29,
2012 |
||||
Land and land improvements
|
|
$
|
27,983
|
|
|
$
|
28,501
|
|
Buildings and building improvements
|
|
142,549
|
|
|
135,491
|
|
||
Machinery, equipment and computer systems
|
|
469,216
|
|
|
416,767
|
|
||
Trucks and automobiles
|
|
31,244
|
|
|
32,042
|
|
||
Furniture and fixtures
|
|
12,164
|
|
|
12,158
|
|
||
Construction in progress
|
|
18,461
|
|
|
41,257
|
|
||
|
|
701,617
|
|
|
666,216
|
|
||
Accumulated depreciation
|
|
(351,985
|
)
|
|
(331,053
|
)
|
||
|
|
349,632
|
|
|
335,163
|
|
||
Fixed assets held for sale
|
|
(4,886
|
)
|
|
(3,778
|
)
|
||
Fixed assets, net
|
|
$
|
344,746
|
|
|
$
|
331,385
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance as of December 29, 2012
|
|
$
|
540,389
|
|
Business acquisition
|
|
475
|
|
|
Goodwill acquired in the purchase of route businesses
|
|
8,617
|
|
|
Goodwill attributable to the sale of route businesses
|
|
(7,744
|
)
|
|
Change in goodwill reclassified to assets held for sale
|
|
(3,689
|
)
|
|
Change in foreign currency exchange rate
|
|
(1,393
|
)
|
|
Balance as of September 28, 2013
|
|
$
|
536,655
|
|
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
As of September 28, 2013:
|
|
|
|
|
|
|
||||||
Customer and contractual relationships – amortized
|
|
$
|
148,956
|
|
|
$
|
(16,857
|
)
|
|
$
|
132,099
|
|
Non-compete agreement – amortized
|
|
110
|
|
|
(48
|
)
|
|
62
|
|
|||
Reacquired rights – amortized
|
|
3,100
|
|
|
(835
|
)
|
|
2,265
|
|
|||
Patents – amortized
|
|
8,600
|
|
|
(752
|
)
|
|
7,848
|
|
|||
Routes businesses – unamortized
|
|
17,082
|
|
|
—
|
|
|
17,082
|
|
|||
Trademarks – unamortized
|
|
360,687
|
|
|
(526
|
)
|
|
360,161
|
|
|||
Balance as of September 28, 2013
|
|
$
|
538,535
|
|
|
$
|
(19,018
|
)
|
|
$
|
519,517
|
|
|
|
|
|
|
|
|
||||||
As of December 29, 2012:
|
|
|
|
|
|
|
||||||
Customer and contractual relationships – amortized
|
|
$
|
148,956
|
|
|
$
|
(10,524
|
)
|
|
$
|
138,432
|
|
Non-compete agreement – amortized
|
|
100
|
|
|
(10
|
)
|
|
90
|
|
|||
Reacquired rights – amortized
|
|
3,100
|
|
|
(544
|
)
|
|
2,556
|
|
|||
Patents – amortized
|
|
8,600
|
|
|
(165
|
)
|
|
8,435
|
|
|||
Routes businesses – unamortized
|
|
20,161
|
|
|
—
|
|
|
20,161
|
|
|||
Trademarks – unamortized
|
|
362,587
|
|
|
(526
|
)
|
|
362,061
|
|
|||
Balance as of December 29, 2012
|
|
$
|
543,504
|
|
|
$
|
(11,769
|
)
|
|
$
|
531,735
|
|
(in thousands)
|
|
Carrying Amount
|
||
Balance of route businesses as of December 29, 2012
|
|
$
|
20,161
|
|
Business acquisition
|
|
813
|
|
|
Purchases of route businesses, exclusive of goodwill acquired
|
|
18,181
|
|
|
Sales of route businesses
|
|
(15,203
|
)
|
|
Change in route businesses reclassified to assets held for sale
|
|
(6,870
|
)
|
|
Balance of route businesses as of September 28, 2013
|
|
$
|
17,082
|
|
(in thousands)
|
|
September 28,
2013 |
|
December 29,
2012 |
||||
Revolving credit facilities
|
|
$
|
127,931
|
|
|
$
|
101,127
|
|
Other long-term debt
|
|
416,863
|
|
|
433,922
|
|
||
Total debt
|
|
544,794
|
|
|
535,049
|
|
||
Less: Current portion of long-term debt
|
|
(18,389
|
)
|
|
(20,462
|
)
|
||
Total long-term debt
|
|
$
|
526,405
|
|
|
$
|
514,587
|
|
Level 1
|
–
|
quoted prices in active markets for identical assets and liabilities.
|
Level 2
|
–
|
observable inputs other than quoted prices for identical assets and liabilities.
|
Level 3
|
–
|
unobservable inputs in which there is little or no market data available, which requires us to develop our own assumptions.
|
(in thousands)
|
|
Balance Sheet Location
|
|
September 28,
2013 |
|
December 29,
2012 |
||||
Interest rate swaps
|
|
Other payables and accrued liabilities
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
Interest rate swaps
|
|
Other noncurrent liabilities
|
|
(993
|
)
|
|
(1,575
|
)
|
||
Foreign currency forwards
|
|
Other payables and accrued liabilities
|
|
(2
|
)
|
|
—
|
|
||
Total fair value of derivative instruments
|
|
|
|
$
|
(996
|
)
|
|
$
|
(1,590
|
)
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(in thousands)
|
|
September 28,
2013 |
|
September 29,
2012 |
|
September 28,
2013 |
|
September 29,
2012 |
||||||||
Interest rate swaps, net of income tax (expense)/benefit of ($0), $62, ($144) and $231, respectively
|
|
$
|
1
|
|
|
$
|
(101
|
)
|
|
$
|
231
|
|
|
$
|
(370
|
)
|
Foreign currency forwards, net of income tax (expense)/benefit of ($111), ($48), $1 and ($37), respectively
|
|
246
|
|
|
106
|
|
|
(2
|
)
|
|
82
|
|
||||
Total change in unrealized gains/(losses) from derivative instruments, net of income tax (effective portion)
|
|
$
|
247
|
|
|
$
|
5
|
|
|
$
|
229
|
|
|
$
|
(288
|
)
|
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(in thousands)
|
|
Income Statement Location
|
|
September 28,
2013 |
|
September 29,
2012 |
|
September 28,
2013 |
|
September 29,
2012 |
||||||||
Gains/(losses) on cash flow hedges reclassified out of total other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps, net of tax of $56, $72, $181 and $219, respectively
|
|
Interest expense, net
|
|
$
|
(90
|
)
|
|
$
|
(113
|
)
|
|
$
|
(290
|
)
|
|
$
|
(350
|
)
|
Foreign currency forwards, net of tax of $34, ($68), $119 and ($139), respectively
|
|
Net revenue
|
|
(75
|
)
|
|
149
|
|
|
(265
|
)
|
|
308
|
|
||||
Foreign currency forwards, net of tax of $9, $6, $19 and $14, respectively
|
|
Other income/expense, net
|
|
(20
|
)
|
|
(15
|
)
|
|
(42
|
)
|
|
(32
|
)
|
||||
Total cash flow hedge reclassifications, net of tax
|
|
|
|
$
|
(185
|
)
|
|
$
|
21
|
|
|
$
|
(597
|
)
|
|
$
|
(74
|
)
|
(in thousands)
|
|
Gains/(Losses) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||
Balance as of December 29, 2012
|
|
$
|
(842
|
)
|
|
$
|
15,960
|
|
|
$
|
15,118
|
|
Other comprehensive income/(loss) before reclassifications
|
|
(368
|
)
|
|
(2,473
|
)
|
|
(2,841
|
)
|
|||
Losses reclassified from other comprehensive income
|
|
597
|
|
|
—
|
|
|
597
|
|
|||
Net other comprehensive gain/(loss)
|
|
229
|
|
|
(2,473
|
)
|
|
(2,244
|
)
|
|||
Balance as of September 28, 2013
|
|
$
|
(613
|
)
|
|
$
|
13,487
|
|
|
$
|
12,874
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
(in thousands)
|
|
September 28,
2013 |
|
September 29,
2012 |
|
September 28,
2013 |
|
September 29,
2012 |
||||||||
Branded
|
|
$
|
273,923
|
|
|
$
|
238,904
|
|
|
$
|
801,779
|
|
|
$
|
703,254
|
|
Partner brand
|
|
79,949
|
|
|
71,611
|
|
|
227,988
|
|
|
214,440
|
|
||||
Private brand
|
|
74,342
|
|
|
75,319
|
|
|
211,575
|
|
|
213,579
|
|
||||
Other
|
|
24,809
|
|
|
20,731
|
|
|
69,304
|
|
|
67,535
|
|
||||
Net revenue
|
|
$
|
453,023
|
|
|
$
|
406,565
|
|
|
$
|
1,310,646
|
|
|
$
|
1,198,808
|
|
•
|
We expanded our distribution network with the acquisition of a regional distributor and continued to optimize and expand our independent business owner ("IBO") distribution network,
|
•
|
Introduced new product offerings,
|
•
|
Increased advertising and social media marketing efforts, including a movie tie-in promotion, and
|
•
|
Continued to experience strong revenue growth and earnings from our Snack Factory
®
Pretzel Crisps
®
pretzel crackers.
|
•
|
We implemented new pricing or promotional activities for certain products,
|
•
|
Updated certain packaging and product configurations, and
|
•
|
Introduced Quitos™, a new product line to be distributed primarily through our IBO distribution network.
|
|
|
|
|
|
|
Favorable/ (Unfavorable) Variance
|
|||||||||||||||
|
|
Quarter Ended
|
|
||||||||||||||||||
(in thousands)
|
|
September 28, 2013
|
|
September 29, 2012
|
|
||||||||||||||||
Net revenue
|
|
$
|
453,023
|
|
|
100.0
|
%
|
|
$
|
406,565
|
|
|
100.0
|
%
|
|
$
|
46,458
|
|
|
11.4
|
%
|
Cost of sales
|
|
295,429
|
|
|
65.2
|
%
|
|
269,626
|
|
|
66.3
|
%
|
|
(25,803
|
)
|
|
(9.6
|
)%
|
|||
Gross margin
|
|
157,594
|
|
|
34.8
|
%
|
|
136,939
|
|
|
33.7
|
%
|
|
20,655
|
|
|
15.1
|
%
|
|||
Selling, general and administrative
|
|
122,110
|
|
|
27.0
|
%
|
|
106,512
|
|
|
26.2
|
%
|
|
(15,598
|
)
|
|
(14.6
|
)%
|
|||
Impairment charges
|
|
—
|
|
|
—
|
%
|
|
80
|
|
|
—
|
%
|
|
80
|
|
|
nm
|
|
|||
Gain on sale of route businesses, net
|
|
(465
|
)
|
|
(0.1
|
)%
|
|
(1,427
|
)
|
|
(0.4
|
)%
|
|
(962
|
)
|
|
(67.4
|
)%
|
|||
Other (income)/expense, net
|
|
(5,099
|
)
|
|
(1.2
|
)%
|
|
537
|
|
|
0.2
|
%
|
|
5,636
|
|
|
nm
|
|
|||
Income before interest and income taxes
|
|
41,048
|
|
|
9.1
|
%
|
|
31,237
|
|
|
7.7
|
%
|
|
9,811
|
|
|
31.4
|
%
|
|||
Interest expense, net
|
|
3,742
|
|
|
0.9
|
%
|
|
1,692
|
|
|
0.4
|
%
|
|
(2,050
|
)
|
|
(121.2
|
)%
|
|||
Income tax expense
|
|
14,194
|
|
|
3.1
|
%
|
|
11,634
|
|
|
2.9
|
%
|
|
(2,560
|
)
|
|
(22.0
|
)%
|
|||
Net income
|
|
$
|
23,112
|
|
|
5.1
|
%
|
|
$
|
17,911
|
|
|
4.4
|
%
|
|
$
|
5,201
|
|
|
29.0
|
%
|
|
|
|
|
|
|
Favorable/ (Unfavorable) Variance
|
|||||||||||||||
|
|
Nine Months Ended
|
|
||||||||||||||||||
(in thousands)
|
|
September 28, 2013
|
|
September 29, 2012
|
|
||||||||||||||||
Net revenue
|
|
$
|
1,310,646
|
|
|
100.0
|
%
|
|
$
|
1,198,808
|
|
|
100.0
|
%
|
|
$
|
111,838
|
|
|
9.3
|
%
|
Cost of sales
|
|
862,286
|
|
|
65.8
|
%
|
|
802,568
|
|
|
66.9
|
%
|
|
(59,718
|
)
|
|
(7.4
|
)%
|
|||
Gross margin
|
|
448,360
|
|
|
34.2
|
%
|
|
396,240
|
|
|
33.1
|
%
|
|
52,120
|
|
|
13.2
|
%
|
|||
Selling, general and administrative
|
|
356,610
|
|
|
27.2
|
%
|
|
324,864
|
|
|
27.1
|
%
|
|
(31,746
|
)
|
|
(9.8
|
)%
|
|||
Impairment charges
|
|
1,900
|
|
|
0.1
|
%
|
|
207
|
|
|
0.1
|
%
|
|
(1,693
|
)
|
|
nm
|
|
|||
Gain on sale of route businesses, net
|
|
(2,057
|
)
|
|
(0.2
|
)%
|
|
(21,596
|
)
|
|
(1.8
|
)%
|
|
(19,539
|
)
|
|
(90.5
|
)%
|
|||
Other income, net
|
|
(8,603
|
)
|
|
(0.6
|
)%
|
|
(124
|
)
|
|
—
|
%
|
|
8,479
|
|
|
nm
|
|
|||
Income before interest and income taxes
|
|
100,510
|
|
|
7.7
|
%
|
|
92,889
|
|
|
7.7
|
%
|
|
7,621
|
|
|
8.2
|
%
|
|||
Interest expense, net
|
|
10,702
|
|
|
0.8
|
%
|
|
6,258
|
|
|
0.5
|
%
|
|
(4,444
|
)
|
|
(71.0
|
)%
|
|||
Income tax expense
|
|
33,758
|
|
|
2.6
|
%
|
|
34,930
|
|
|
2.9
|
%
|
|
1,172
|
|
|
3.4
|
%
|
|||
Net income
|
|
$
|
56,050
|
|
|
4.3
|
%
|
|
$
|
51,701
|
|
|
4.3
|
%
|
|
$
|
4,349
|
|
|
8.4
|
%
|
|
No.
|
Description
|
|
|
|
|
3.1
|
Restated Articles of Incorporation of Snyder’s-Lance, Inc., as amended through May 3, 2013, incorporated herein by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 8-K filed on August 6, 2013 (File No. 0-398).
|
|
|
|
|
3.2
|
Bylaws of Snyder's-Lance, Inc., as amended through December 6, 2010, incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on December 6, 2010 (File No. 0-398).
|
|
|
|
|
10.1
|
Amendment No. 4 to Standstill Agreement, dated as of August 23, 2013, by and among Snyder’s-Lance, Inc., Michael A. Warehime and Patricia A. Warehime, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 29, 2013 (File No. 0-398).
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.
|
|
|
|
|
32
|
Certification pursuant to Rule 13a-14(b), as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
|
|
101
|
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
|
|
SNYDER’S-LANCE, INC.
|
||
|
|
|
|
|
|
|
|
Dated: November 7, 2013
|
By:
|
|
/s/ Rick D. Puckett
|
|
|
|
Rick D. Puckett
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Carl E. Lee, Jr.
|
Carl E. Lee, Jr.
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Snyder’s-Lance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Rick D. Puckett
|
Rick D. Puckett
|
Executive Vice President, Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Carl E. Lee, Jr.
|
|
|
|
/s/ Rick D. Puckett
|
Carl E. Lee, Jr.
|
|
|
|
Rick D. Puckett
|
President and Chief Executive Officer
|
|
|
|
Executive Vice President, Chief Financial
|
November 7, 2013
|
|
|
|
Officer and Treasurer
|
|
|
|
|
November 7, 2013
|