Attached files
file | filename |
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EX-99.4 - EX-99.4 - TreeHouse Foods, Inc. | d758252dex994.htm |
EX-23.1 - EX-23.1 - TreeHouse Foods, Inc. | d758252dex231.htm |
EX-99.2 - EX-99.2 - TreeHouse Foods, Inc. | d758252dex992.htm |
8-K - FORM 8-K - TreeHouse Foods, Inc. | d758252d8k.htm |
EX-99.1 - EX-99.1 - TreeHouse Foods, Inc. | d758252dex991.htm |
Exhibit 99.3
Snacks Parent Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 29, 2014 |
December 28, 2013 |
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(unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS |
||||||||
Trade receivables, net |
$ | 69,447 | $ | 68,096 | ||||
Inventories |
131,445 | 126,251 | ||||||
Prepaid expenses and other |
2,030 | 2,500 | ||||||
Deferred tax assets |
6,166 | 6,565 | ||||||
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Total current assets |
209,088 | 203,412 | ||||||
Property, plant and equipment, net |
38,858 | 39,560 | ||||||
Deferred finance costs, net |
1,876 | 1,974 | ||||||
Intangible assets, net |
68,110 | 69,827 | ||||||
Goodwill |
81,380 | 81,380 | ||||||
Other |
2,818 | 2,165 | ||||||
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Total assets |
$ | 402,130 | $ | 398,318 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Snacks Parent Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS CONTINUED
(Dollars in thousands)
March 29, 2014 |
December 28, 2013 |
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(unaudited) | ||||||||
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND STOCKHOLDERS DEFICIT | ||||||||
CURRENT LIABILITIES |
||||||||
Current maturities of long-term debt |
$ | 1,336 | $ | 1,336 | ||||
Accounts payable |
35,444 | 27,721 | ||||||
Bank overdrafts |
5,555 | 13,552 | ||||||
Accrued compensation |
3,418 | 5,471 | ||||||
Accrued expenses and other liabilities |
8,125 | 9,384 | ||||||
Income taxes payable |
2,428 | 4,205 | ||||||
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Total current liabilities |
56,306 | 61,669 | ||||||
Long-term debt, net of current maturities |
254,836 | 248,519 | ||||||
Preferred and common stock warrant liabilities |
4,368 | 2,899 | ||||||
Deferred tax liabilities |
16,678 | 17,249 | ||||||
Other |
2,234 | 2,236 | ||||||
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Total liabilities |
334,422 | 332,572 | ||||||
Commitments and contingencies (Note 9) |
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Redeemable Series A preferred stock, $0.0001 par value; 1,140,000 shares authorized; 1,101,265 shares issued and outstanding at March 29, 2014 and December 28, 2013; (aggregate liquidation value $134,113 at March 29, 2014) |
133,870 | 124,821 | ||||||
Redeemable Series B preferred stock, $0.0001 par value; 535,000 shares authorized; 511,027 shares issued and outstanding at March 29, 2014 and December 28, 2013; (aggregate liquidation value $17,875 at March 29, 2014) |
17,599 | 12,426 | ||||||
Redeemable Series C preferred stock, $0.0001 par value; 1,470,000 shares authorized; 1,467,863 shares issued and outstanding at March 29, 2014 and December 28, 2013; (aggregate liquidation value $32,500 at March 29, 2014) |
30,303 | 31,217 | ||||||
STOCKHOLDERS DEFICIT |
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Common stock, $0.0001 par value; 11,820,000 shares authorized; 9,261,976 shares issued and outstanding at March 29, 2014 and December 28, 2013 |
1 | 1 | ||||||
Accumulated deficit |
(114,065 | ) | (102,719 | ) | ||||
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Total stockholders deficit |
(114,064 | ) | (102,718 | ) | ||||
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Total liabilities and stockholders deficit |
$ | 402,130 | $ | 398,318 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Snacks Parent Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
Thirteen Weeks Ended | ||||||||
March 29, 2014 |
March 30, 2013 |
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(unaudited) | ||||||||
Net sales |
$ | 166,801 | $ | 142,251 | ||||
Cost of sales |
146,094 | 125,577 | ||||||
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Gross profit |
20,707 | 16,674 | ||||||
Operating expenses |
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Selling, general and administrative expenses |
11,132 | 11,160 | ||||||
Related party advisory fees (Note 10) |
125 | 125 | ||||||
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11,257 | 11,285 | |||||||
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Operating income |
9,450 | 5,389 | ||||||
Other expense |
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Interest expense |
(5,026 | ) | (10,836 | ) | ||||
Change in fair value of preferred and common stock warrants |
(1,469 | ) | | |||||
Other, net |
(6 | ) | (290 | ) | ||||
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(6,501 | ) | (11,126 | ) | |||||
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Income (loss) before income taxes |
2,949 | (5,737 | ) | |||||
Income tax expense |
987 | 1,179 | ||||||
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Net income (loss) |
$ | 1,962 | $ | (6,916 | ) | |||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Snacks Parent Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Thirteen Weeks Ended | ||||||||
March 29, 2014 |
March 30, 2013 |
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(unaudited) | ||||||||
Cash flows from operating activities: |
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Net income (loss) |
$ | 1,962 | $ | (6,916 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and amortization |
2,027 | 1,658 | ||||||
Amortization of intangible assets |
1,717 | 1,989 | ||||||
Amortization of deferred finance costs |
98 | 239 | ||||||
Amortization of debt discount |
199 | 79 | ||||||
Capitalization of interest on subordinated notes payable |
149 | 142 | ||||||
Capitalization of interest on mandatorily redeemable preferred stock |
| 7,791 | ||||||
Change in fair value of preferred and common stock warrant liabilities |
1,469 | | ||||||
Deferred income taxes |
(172 | ) | 340 | |||||
Changes in operating assets and liabilities: |
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Trade receivables |
(1,351 | ) | (2,143 | ) | ||||
Inventories |
(5,194 | ) | 173 | |||||
Prepaid expenses and other |
470 | 288 | ||||||
Accounts payable |
7,723 | (860 | ) | |||||
Accrued compensation, accrued expenses and other liabilities |
(3,312 | ) | 848 | |||||
Income taxes payable |
(1,777 | ) | 146 | |||||
Other |
(2 | ) | 12 | |||||
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Net cash provided by operating activities |
4,006 | 3,786 | ||||||
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
(1,171 | ) | (2,642 | ) | ||||
Customer acquisition payments |
(807 | ) | | |||||
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Net cash used in investing activities |
(1,978 | ) | (2,642 | ) | ||||
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Snacks Parent Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED
(Dollars in thousands)
Thirteen Weeks Ended | ||||||||
March 29, 2014 |
March 30, 2013 |
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(unaudited) | ||||||||
Cash flows from financing activities: |
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Proceeds from line of credit |
$ | 167,552 | $ | 144,161 | ||||
Payments on line of credit |
(161,253 | ) | (141,097 | ) | ||||
Changes in bank overdrafts |
(7,997 | ) | (3,333 | ) | ||||
Payments on long-term debt |
(330 | ) | (875 | ) | ||||
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Net cash used in financing activities |
(2,028 | ) | (1,144 | ) | ||||
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NET INCREASE IN CASH AND CASH EQUIVALENTS |
| | ||||||
Cash and cash equivalents, beginning of period |
| 6,302 | ||||||
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Cash and cash equivalents, end of period |
$ | | $ | 6,302 | ||||
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Supplemental disclosures of cash flow information: |
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Cash paid for interest |
$ | 4,666 | $ | 2,680 | ||||
Cash paid for income taxes |
$ | 2,995 | $ | 694 | ||||
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Supplemental disclosure of noncash investing and financing activities: |
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Change in redemption value of redeemable preferred stock |
$ | 13,308 | $ | | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Snacks Parent Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the thirteen weeks ended March 29, 2014
(Unaudited)
Note 1. Basis of Presentation
The unaudited Condensed Consolidated Financial Statements included herein have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) for interim financial statements. In our opinion, the unaudited Condensed Consolidated Financial Statements include all material adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Companys financial position, results of operations and cash flows for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results for a full fiscal year. The information included in these unaudited Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with the Companys audited Consolidated Financial Statements as of and for the fiscal year ended December 28, 2013. The unaudited Condensed Consolidated Financial Statements include the accounts of Snacks Parent Corporation and its wholly owned subsidiaries, Snacks Holding Corporation, AHON, Inc., Anns House of Nuts, Inc., Amport Guaranty Corporation and American Importing Company, Inc. (the Company).
Fiscal Year
The Companys fiscal year ends on the last Saturday in December. The Companys quarters each contain thirteen weeks and end on the last Saturday in March, June and September.
Significant Accounting Policies
The Companys significant accounting policies are described in Note 2 Significant Accounting Policies to the Companys audited Consolidated Financial Statements as of and for the fiscal year ended December 28, 2013.
Note 2. Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that may have an impact on the Companys accounting and reporting. In July 2013, the FASB issued Accounting Standards Update (ASU) 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides financial statement presentation guidance on whether an unrecognized tax benefit must be presented as either a reduction to a deferred tax asset or separately as a liability. ASU 2013-11 will be effective for fiscal years and interim periods within those years, beginning after December 15, 2014 for non-public companies. The Company does not believe the adoption of this new guidance will have a material impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes existing revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, an entity needs to identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a
Snacks Parent Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the thirteen weeks ended March 29, 2014
(Unaudited)
Note 2. Recently Issued Accounting Pronouncements (continued)
performance obligation. ASU 2014-09 will be effective for fiscal years beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018 for non-public companies. The standard is to be applied retrospectively. The Company is currently evaluating the impact of the standard on its consolidated results of operations and financial condition.
In June 2014, the FASB issued ASU 2014-12, Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 was issued to address diverse accounting treatments currently in practice. ASU 2014-12 provides guidance when the terms of an award provide that the performance target could be achieved after an employee completes the requisite service period. The employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. The performance target that affects vesting and that could be achieved after the requisite service period must now be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 will be effective for fiscal years and interim periods within those years, beginning after December 15, 2015 for all companies. The standard can be applied either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company is currently evaluating the impact of the standard on its consolidated results of operations and financial condition.
Note 3. Consolidated Balance Sheet Components
Inventories
Inventories consist of the following:
March 29, 2014 |
December 28, 2013 |
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(dollars in thousands) | ||||||||
Raw materials |
$ | 80,354 | $ | 78,991 | ||||
Work in process |
6,871 | 7,208 | ||||||
Finished goods |
44,220 | 40,052 | ||||||
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$ | 131,445 | $ | 126,251 | |||||
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Snacks Parent Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the thirteen weeks ended March 29, 2014
(Unaudited)
Note 3. Consolidated Balance Sheet Components (continued)
Property, Plant and Equipment, Net
Property, plant and equipment, net consist of the following:
March 29, 2014 |
December 28, 2013 |
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(dollars in thousands) | ||||||||
Land |
$ | 909 | $ | 909 | ||||
Building |
5,472 | 5,472 | ||||||
Leasehold improvements |
5,344 | 5,195 | ||||||
Equipment |
44,356 | 44,029 | ||||||
Construction in progress |
2,286 | 1,591 | ||||||
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58,367 | 57,196 | |||||||
Accumulated depreciation and amortization |
(19,509 | ) | (17,636 | ) | ||||
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$ | 38,858 | $ | 39,560 | |||||
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Depreciation and amortization expense was approximately $1.9 million and $1.7 million for the thirteen weeks ended March 29, 2014 and March 30, 2013, respectively.
Intangible Assets, Net
Intangible assets consist of the following:
March 29, 2014 | ||||||||||||
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
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(dollars in thousands) | ||||||||||||
Finite-lived intangible assets: |
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Customer relationships |
$ | 77,330 | $ | (25,696 | ) | $ | 51,634 | |||||
Noncompete agreements |
1,840 | (1,404 | ) | 436 | ||||||||
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79,170 | (27,100 | ) | 52,070 | |||||||||
Indefinite-lived intangible assets: |
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Trade names |
16,040 | | 16,040 | |||||||||
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$ | 95,210 | $ | (27,100 | ) | $ | 68,110 | ||||||
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Snacks Parent Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the thirteen weeks ended March 29, 2014
(Unaudited)
Note 3. Consolidated Balance Sheet Components (continued)
December 28, 2013 | ||||||||||||
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
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(dollars in thousands) | ||||||||||||
Finite-lived intangible assets: |
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Customer relationships |
$ | 77,330 | $ | (24,047 | ) | $ | 53,283 | |||||
Noncompete agreements |
1,840 | (1,336 | ) | 504 | ||||||||
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79,170 | (25,383 | ) | 53,787 | |||||||||
Indefinite-lived intangible assets: |
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Trade names |
16,040 | | 16,040 | |||||||||
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$ | 95,210 | $ | (25,383 | ) | $ | 69,827 | ||||||
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Amortization expense was approximately $1.7 million and $2.0 million for the thirteen weeks ended March 29, 2014 and March 30, 2013, respectively.
Estimated amortization expense of finite-lived intangible assets for future fiscal years is expected to be as follows:
Fiscal years |
(dollars in thousands) | |||
2014 remaining |
$ | 5,307 | ||
2015 |
6,162 | |||
2016 |
5,474 | |||
2017 |
4,845 | |||
2018 |
4,354 | |||
Thereafter |
25,928 | |||
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$ | 52,070 | |||
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Snacks Parent Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the thirteen weeks ended March 29, 2014
(Unaudited)
Note 4. Debt and Interest Expense
Long-term debt consists of the following:
March 29, 2014 |
December 28, 2013 |
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(dollars in thousands) | ||||||||
Line of credit |
$ | 69,922 | $ | 63,623 | ||||
Bank term note payable |
131,340 | 131,670 | ||||||
Senior subordinated notes payable, including interest due at maturity totaling $1,363 at March 29, 2014 and $1,214 at December 28, 2013 |
59,364 | 59,215 | ||||||
Note payable |
64 | 64 | ||||||
Less: unamortized debt discount |
(4,518 | ) | (4,717 | ) | ||||
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256,172 | 249,855 | |||||||
Less: current maturities |
(1,336 | ) | (1,336 | ) | ||||
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$ | 254,836 | $ | 248,519 | |||||
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The following is a summary of interest expense for the thirteen weeks ended March 29, 2014 and March 30, 2013:
March 29, 2014 |
March 30, 2013 |
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(dollars in thousands) | ||||||||
Interest on line of credit and notes payable |
$ | 4,729 | $ | 2,727 | ||||
Mandatorily redeemable preferred stock dividend |
| 7,791 | ||||||
Amortization of deferred financing costs and debt discount |
297 | 318 | ||||||
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$ | 5,026 | $ | 10,836 | |||||
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Note 5. Income Taxes
The Companys effective tax rate for the thirteen weeks ended March 29, 2014 and March 30, 2013 was 33.5% and (20.6)%, respectively. The effective tax rate for the thirteen week period ended March 30, 2013 was primarily impacted by non-deductible interest on the mandatorily redeemable preferred stock.
The total amount of unrecognized tax benefits was $0.8 million and $0.4 million as of March 29, 2014 and December 28, 2013, respectively. The Companys policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. At March 29, 2014 and December 28, 2013, the Company had accrued $0.1 million for interest and penalties related to unrecognized tax benefits.
The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and state income taxing authorities for 2010 through 2013.
Snacks Parent Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the thirteen weeks ended March 29, 2014
(Unaudited)
Note 6. Redeemable Preferred Stock
The following is a summary of the changes in the redeemable preferred stock mezzanine equity (in thousands, except shares):
Series A | Series B | Series C | ||||||||||||||||||||||
Number of Shares |
Amount | Number of Shares |
Amount | Number of Shares |
Amount | |||||||||||||||||||
Balance, December 28, 2013 |
1,101,265 | $ | 124,821 | 511,027 | $ | 12,426 | 1,467,863 | $ | 31,217 | |||||||||||||||
Change in redemption value |
| 9,049 | | 5,173 | | (914 | ) | |||||||||||||||||
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Balance, March 29, 2014 |
1,101,265 | $ | 133,870 | 511,027 | $ | 17,599 | 1,467,863 | $ | 30,303 | |||||||||||||||
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Note 7. Preferred and Common Stock Warrant Liabilities
The Company accounts for its preferred and common stock warrants as liabilities at fair value upon issuance because the warrants are contingently redeemable upon a change in control or initial public offering (IPO) which could obligate the Company to transfer assets to the holder at a future date under certain circumstances. The warrants are re-measured to fair value at each consolidated balance sheet date, and changes in fair value are recognized in other expense. The common stock warrant liability as of March 29, 2014 and December 28, 2013 consisted of the fair value of 127,828 common stock warrants outstanding. The Series C preferred stock warrant entitles the holders to purchase 17,480 shares of Series A preferred stock, 8,112 shares of Series B preferred stock, and 148,443 shares of common stock for an aggregate exercise price of $2.6 million. The warrants are exercisable at any time and are automatically exercised upon a change in control or IPO. The Series C preferred stock warrant liability as of March 29, 2014 and December 28, 2013 consisted of the combined fair value of the underlying shares.
Management has determined that the fair value of the preferred and common stock warrant liabilities fall within Level 3 in the fair value hierarchy.
The following is a reconciliation of the preferred and common stock warrant liabilities activity for the thirteen weeks ended March 29, 2014 and March 30, 2013:
March 29, 2014 |
March 30, 2013 |
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(dollars in thousands) | ||||||||
Beginning balance |
$ | 2,899 | $ | 528 | ||||
Change in fair value of preferred and common stock warrants |
1,469 | | ||||||
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Ending balance |
$ | 4,368 | $ | 528 | ||||
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Snacks Parent Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the thirteen weeks ended March 29, 2014
(Unaudited)
Note 8. Stock-based Compensation
The Company awards shares of restricted, non-voting common stock to certain members of management, a portion of which vest based on a four year service term and a portion of which vest based on the occurrence of a change in control.
The following table summarizes the activity related to the Companys restricted stock during the thirteen weeks ended March 29, 2014:
Time-based | ||||||||||||||||
Number of unvested shares |
Weighted average grant date FMV |
Performance- based number of unvested shares |
Total number of shares |
|||||||||||||
Balance at December 28, 2013 |
158,418 | $ | 1.27 | 865,511 | 1,023,929 | |||||||||||
Shares granted |
| | | | ||||||||||||
Shares vested |
(9,476 | ) | 0.36 | | (9,476 | ) | ||||||||||
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Balance at March 29, 2014 |
148,942 | $ | 1.32 | 865,511 | 1,014,453 | |||||||||||
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The following table summarizes the activity related to the Companys restricted stock during the thirteen weeks ended March 30, 2013:
Time-based | ||||||||||||||||
Number of unvested shares |
Weighted average grant date FMV |
Performance- based number of unvested shares |
Total number of shares |
|||||||||||||
Balance at December 29, 2012 |
258,738 | $ | 1.32 | 838,706 | 1,097,444 | |||||||||||
Shares granted |
| | | | ||||||||||||
Shares vested |
(9,476 | ) | 0.36 | | (9,476 | ) | ||||||||||
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Balance at March 30, 2013 |
249,262 | $ | 1.36 | 838,706 | 1,087,968 | |||||||||||
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Total compensation expense related to time-based restricted stock was approximately nil for the thirteen weeks ended March 29, 2014 and March 30, 2013, respectively.
As of March 29, 2014, the Company had approximately $0.2 million of unrecognized stock-based compensation expense related to time-based restricted stock grants that is expected to be recognized over a weighted-average period of approximately 1.1 years. The performance-based restricted stock vests based on the controlling stockholder of the Company achieving certain return on investment criteria and upon the consummation of a change in control. Achievement of the vesting criteria is not probable; therefore no compensation expense has been recorded for the performance-based grants.
Snacks Parent Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the thirteen weeks ended March 29, 2014
(Unaudited)
Note 9. Commitments and Contingencies
Legal Matters
In the normal course of business, the Company is subject to routine lawsuits as well as demands, claims and threatened litigation. Management monitors the status of such events and accrues an estimated amount when an obligation becomes probable and estimable. Any amount recorded is based on the status of current activity and the advice from legal counsel. While unfavorable outcomes could have adverse effects on the Companys business, the Company does not believe that any pending or threatened proceedings would materially adversely impact the Companys results of operations, cash flows or financial condition. Legal costs associated with such matters are expensed as incurred.
Note 10. Related Party Transactions
An affiliate of Gryphon Partners III, L.P. (Gryphon), the Companys principal stockholder, charges the Company for certain services, such as advising the Company on aspects of its capital structure, including appropriate levels of debt and equity, structuring capital-raising transactions, and advising the Company on strategic alternatives. These charges were approximately $0.1 million for the thirteen weeks ended March 29, 2014 and March 30, 2013.
Certain lenders of the Companys debt are also stockholders. A lender of a portion of the Companys bank term note payable holds Series C preferred stock and associated warrants. Interest expense to this lender was $0.3 million and $0.0 million for the thirteen weeks ended March 29, 2014 and March 30, 2013, respectively. Certain lenders of the senior subordinated notes payable hold Series A and Series B preferred stock and common stock warrants. Interest expense to these lenders was $1.3 million for the thirteen weeks ended March 29, 2014 and March 30, 2013. Another lender of the senior subordinated notes payable holds Series C preferred stock and associated warrants. Interest expense to this lender was $0.3 million and $0.0 million for the thirteen weeks ended March 29, 2014 and March 30, 2013, respectively.
Note 11. Subsequent Events
On June 27, 2014, the Company signed a definitive agreement to be acquired by TreeHouse Foods, Inc. for $860 million. The transaction is expected to close in the third quarter of 2014.