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DEBT AND OTHER OBLIGATIONS | 6 Months Ended
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Jul. 16, 2016
Debt Disclosure [Abstract] |
DEBT AND OTHER OBLIGATIONS | 9. DEBT AND OTHER OBLIGATIONS Long-term debt and capital leases (net of issuance costs and debt discounts excluding line-of-credit arrangements) consisted of the following at July 16, 2016 and January 2, 2016 (amounts in thousands):
|  | July 16, 2016 |  |  | January 2, 2016 |
Unsecured credit facility |  | $ | 32,500 |  |  | $ | 160,000 |
Unsecured 2013 term loan |  |  | 223,614 |  |  |  | 238,515 |
Unsecured 2016 term loan |  |  | 145,629 |  |  |  | — |
4.375% senior notes due 2022 |  |  | 397,235 |  |  |  | 396,975 |
Accounts receivable securitization |  |  | 190,000 |  |  |  | 170,000 |
Capital lease obligations |  |  | 18,001 |  |  |  | 20,228 |
Other notes payable |  |  | 19,195 |  |  |  | 18,989 |
|  |  | 1,026,174 |  |  |  | 1,004,707 |
Current maturities of long-term debt and capital lease obligations |  |  | 130,359 |  |  |  | 74,685 |
Total long-term debt and capital lease obligations |  | $ | 895,815 |  |  | $ | 930,022 |
Bank overdrafts occur when checks have been issued but have not been presented to the bank for payment. Certain of our banks allow us to delay funding of issued checks until the checks are presented for payment. The delay in funding results in a temporary source of financing from the bank. The activity related to bank overdrafts is shown as a financing activity in our Condensed Consolidated Statements of Cash Flows. Bank overdrafts are included in other current liabilities on our Condensed Consolidated Balance Sheets. As of July 16, 2016 and January 2, 2016, the bank overdraft balance was $13.3 million and $18.0 million, respectively. The company also had standby letters of credit (“LOCs”) outstanding of $15.3 million and $16.9 million at July 16, 2016 and January 2, 2016, respectively, which reduce the availability of funds under the credit facility. The outstanding LOCs are for the benefit of certain insurance companies and lessors. None of the LOCs are recorded as a liability on the Condensed Consolidated Balance Sheet. 2016 Term Loan, Accounts Receivable Securitization Facility, 2013 Term Loan, Senior Notes, and Credit Facility 2016 Term Loan. We entered into an unsecured term facility (the “2016 term loan”) on April 19, 2016. The 2016 term loan provides for a five-year, syndicated, unsecured term loan pursuant to which we may incur term loan borrowings in a single draw up to an aggregate principal amount of $150.0 million. The proceeds of the 2016 term loan borrowings were used to finance working capital and for general corporate purposes and to pay fees and expenses related to the 2016 term loan. The company drew down the full amount of the 2016 term loan at execution. The 2016 term loan amortizes in quarterly installments based on an increasing annual percentage. The first payment was due and payable on June 30, 2016 (the last business day of the first calendar quarter ending after the borrowing date), quarterly payments are due on the last business day of each successive calendar quarter and all remaining outstanding principal is due and payable on the fifth anniversary of the borrowing date. The table below presents the principal payment amounts remaining under the 2016 term loan as of July 16, 2016 (amounts in thousands):
Fiscal Year |  | Payments |
Remainder of 2016 |  | $ | 7,500 |
2017 |  | $ | 15,000 |
2018 |  | $ | 15,000 |
2019 |  | $ | 31,875 |
2020 |  | $ | 60,000 |
2021 |  | $ | 16,875 |
Voluntary prepayments on the 2016 term loan may be made without premium or penalty. Interest is due quarterly in arrears on any outstanding borrowings at a customary Eurodollar rate or the base rate plus applicable margin. The applicable margin ranges from 0.00% to 1.25% for base rate loans and from 0.75% to 2.25% for Eurodollar loans, and is based on the company’s leverage ratio. Interest on base rate loans is payable quarterly in arrears on the last business day of each calendar quarter. Interest on Eurodollar loans is payable in arrears at the end of the interest period and every three months in the case of interest periods in excess of three months. The company paid financing costs of $0.6 million in connection with the 2016 term loan, which are being amortized over the life of the 2016 term loan. The 2016 term loan is subject to customary restrictive covenants, including certain limitations on liens and significant acquisitions and financial covenants regarding minimum interest coverage ratio and maximum leverage ratio. As of July 16, 2016, the company was in compliance with all restrictive covenants under the 2016 term loan. Accounts Receivable Securitization Facility. On July 17, 2013, the company entered into an accounts receivable securitization facility (the “facility”). On August 7, 2014, the company entered into an amendment to the facility. The amendment (i) increased the revolving commitments under the facility to $200.0 million from $150.0 million, (ii) extended the term one year to July 17, 2016, and (iii) made certain other conforming changes. On December 17, 2014, the company executed a second amendment to the facility to add a bank to the lending group. The original commitment amount was split between the original lender and the new lender in the proportion of 62.5% for the original lender and 37.5% for the new lender. This modification, which was accounted for as an extinguishment of the debt, resulted in a charge of $0.1 million, or 37.5%, of the unamortized financing costs. On August 20, 2015, the company executed a third amendment to the facility to extend the term to August 11, 2017 and to add a leverage pricing grid. This amendment was accounted for as a modification. Under the facility, a wholly-owned, bankruptcy-remote subsidiary purchases, on an ongoing basis, substantially all trade receivables. As borrowings are made under the facility, the subsidiary pledges the receivables as collateral. In the event of liquidation of the subsidiary, its creditors would be entitled to satisfy their claims from the subsidiary’s pledged receivables prior to distributions of collections to the company. We include the subsidiary in our Condensed Consolidated Financial Statements. The facility contains certain customary representations and warranties, affirmative and negative covenants, and events of default. There was $190.0 million outstanding under the facility as of July 16, 2016. There was $170.0 million outstanding under the facility as of January 2, 2016. As of July 16, 2016 and January 2, 2016, the company was in compliance with all restrictive covenants under the facility. On July 16, 2016, the company had $6.2 million available under its facility for working capital and general corporate purposes. Amounts available for withdrawal under the facility are determined as the lesser of the total commitments and a formula derived amount based on qualifying trade receivables. Optional principal repayments may be made at any time without premium or penalty. Interest is due two days after our reporting periods end in arrears on the outstanding borrowings and is computed as the cost of funds rate plus an applicable margin of 70 to 100 basis points based on leverage. An unused fee of 25 to 35 basis points is applicable on the unused commitment at each reporting period based on leverage. The company paid financing costs of $0.8 million in connection with the facility at the time we entered into the facility, which are being amortized over the life of the facility. During fiscal 2014, we incurred $0.2 million in financing costs with the first and second amendments. An additional $0.1 million in financing costs was paid during fiscal 2015 for the second and third amendments. 2013 Term Loan. We entered into a senior unsecured delayed-draw term facility (the “2013 term loan”) on April 5, 2013 with a commitment of up to $300.0 million. The company drew down the full amount of the 2013 term loan on July 18, 2013 (the “borrowing date”). The 2013 term loan amortizes in quarterly installments based on an increasing annual percentage. The first payment was due and payable on June 30, 2013 (the last business day of the first calendar quarter ending after the borrowing date), quarterly payments are due on the last business day of each successive calendar quarter and all remaining outstanding principal is due and payable on the fifth anniversary of the borrowing date. Voluntary prepayments on the 2013 term loan may be made without premium or penalty. The table below presents the principal payment amounts remaining under the 2013 term loan as of July 16, 2016 (amounts in thousands):
Fiscal Year |  | Payments |
Remainder of 2016 |  | $ | 52,500 |
2017 |  | $ | 112,500 |
2018 |  | $ | 60,000 |
On February 14, 2014, we entered into an amendment to the 2013 term loan, which was accounted for as a modification of the debt, which favorably reduced the interest rates described below from those entered into originally on April 5, 2013. On April 19, 2016, we entered into an amendment to the 2013 term loan, which was accounted for as a modification of the debt, that addressed changes in law affecting the terms of the existing agreement, makes certain terms of the existing agreement consistent with the terms of the 2016 term loan, and amends the terms to permit the indebtedness to be incurred under the 2016 term loan. The April 19, 2016 amendment also reduced the applicable interest rate by reducing the applicable margin for base rate loans to a range of 0.00% to 1.25% and the Eurodollar rate loans to 0.75% to 2.25%, in each case, based on the company’s leverage ratio. Interest is due quarterly in arrears on any outstanding borrowings at a customary Eurodollar rate or the base rate plus applicable margin. Interest on base rate loans is payable quarterly in arrears on the last business day of each calendar quarter. Interest on Eurodollar loans is payable in arrears at the end of the interest period and every three months in the case of interest periods in excess of three months. The company paid financing costs of $1.7 million in connection with the execution of the 2013 term loan, which are being amortized over the life of the 2013 term loan. A commitment fee of 20 basis points on the daily undrawn portion of the lenders’ commitments commenced on May 1, 2013 and continued until the borrowing date, when the company borrowed the available $300.0 million for the acquisition of certain Hostess Brands, Inc. bread assets. The 2013 term loan is subject to customary restrictive covenants, including certain limitations on liens and significant acquisitions and financial covenants regarding minimum interest coverage ratio and maximum leverage ratio. The February 14, 2014 amendment cost $0.3 million and is being amortized over the remaining term. As of July 16, 2016 and January 2, 2016, the company was in compliance with all restrictive covenants under the 2013 term loan. Senior Notes. On April 3, 2012, the company issued $400.0 million of senior notes. The company pays semiannual interest on the notes on each April 1 and October 1, beginning on October 1, 2012, and the notes will mature on April 1, 2022. The notes bear interest at 4.375% per annum. On any date prior to January 1, 2022, the company may redeem some or all of the notes at a price equal to the greater of (1) 100% of the principal amount of the notes redeemed and (2) a “make-whole” amount plus, in each case, accrued and unpaid interest. The make-whole amount is equal to the sum of the present values of the remaining scheduled payments of principal thereof (not including any interest accrued thereon to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (as defined in the indenture governing the notes), plus 35 basis points, plus in each case, unpaid interest accrued thereon to, but not including, the date of redemption. At any time on or after January 1, 2022, the company may redeem some or all of the notes at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest. If the company experiences a “change of control triggering event” (which involves a change of control of the company and related rating of the notes below investment grade), it is required to offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest thereon unless the company exercised its option to redeem the notes in whole. The notes are also subject to customary restrictive covenants, including certain limitations on liens and sale and leaseback transactions. The face value of the notes is $400.0 million and the current debt issuance costs and debt discount on the notes is $2.8 million. The company paid issuance costs (including underwriting fees and legal fees) on the notes of $3.9 million. The issuance costs and the debt discount are being amortized to interest expense over the term of the notes. As of July 16, 2016 and January 2, 2016, the company was in compliance with all restrictive covenants under the indenture governing the notes. Credit Facility. On April 19, 2016, the company amended its senior unsecured credit facility (the “credit facility”), which was accounted for as a modification of the debt, that addressed changes in law affecting the terms of the existing agreement, makes certain terms of the existing agreement consistent with the terms of the 2016 term loan, and amends the terms to permit the indebtedness to be incurred under the 2016 term loan. In addition, the amendment increases the highest applicable margin applicable to base rate loans to 0.75% and the Eurodollar rate loans to 1.75%, in each case, based on the leverage ratio of the company. It also increases the highest applicable facility fee to 0.50%, due quarterly on all commitments under the facility. Previously, on April 21, 2015, the company amended the credit facility to extend the term to April 21, 2020, reduce the applicable margin on base rate and Eurodollar loans and reduce the facility fees, described below. The April 21, 2015 amendment was accounted for as a modification of the debt. The credit facility is a five-year, $500.0 million senior unsecured revolving loan facility. The credit facility contains a provision that permits us to request up to $200.0 million in additional revolving commitments, for a total of up to $700.0 million, subject to the satisfaction of certain conditions. Proceeds from the credit facility may be used for working capital and general corporate purposes, including capital expenditures, acquisition financing, refinancing of indebtedness, dividends and share repurchases. The credit facility includes certain customary restrictions, which, among other things, require maintenance of financial covenants and limit encumbrance of assets and creation of indebtedness. Restrictive financial covenants include such ratios as a minimum interest coverage ratio and a maximum leverage ratio. The company believes that, given its current cash position, its cash flow from operating activities and its available credit capacity, it can comply with the current terms of the amended credit facility and can meet presently foreseeable financial requirements. As of July 16, 2016 and January 2, 2016, the company was in compliance with all restrictive covenants under the credit facility. Interest is due quarterly in arrears on any outstanding borrowings at a customary Eurodollar rate or the base rate plus applicable margin. The underlying rate is defined as rates offered in the interbank Eurodollar market, or the higher of the prime lending rate or the federal funds rate plus 0.50%, with a floor rate defined by the one-month interbank Eurodollar market rate plus 1.00%. The applicable margin ranges from 0.0% to 0.75% for base rate loans and from 0.70% to 1.75% for Eurodollar loans. In addition, a facility fee ranging from 0.05% to 0.50% is due quarterly on all commitments under the credit facility. Both the interest margin and the facility fee are based on the company’s leverage ratio. The company paid additional financing costs of $0.4 million in connection with the April 21, 2015 amendment of the credit facility, which, in addition to the remaining balance of the original financing costs, is being amortized over the life of the credit facility. The highest outstanding daily balance during the twenty-eight weeks ended July 16, 2016 was $244.2 million and the lowest outstanding balance was $10.0 million. Amounts outstanding under the credit facility vary daily. Changes in the gross borrowings and repayments can be caused by cash flow activity from operations, capital expenditures, acquisitions, dividends, share repurchases, and tax payments, as well as derivative transactions which are part of the company’s overall risk management strategy as discussed in Note 8, Derivative Financial Instruments. During the twenty-eight weeks ended July 16, 2016, the company borrowed $1,158.1 million in revolving borrowings under the credit facility and repaid $1,285.6 million in revolving borrowings. The amount available under the credit facility is reduced by $15.3 million for letters of credit. On July 16, 2016, the company had $452.2 million available under its credit facility for working capital and general corporate purposes. Credit Ratings. Currently, the company’s credit ratings by Fitch Ratings, Moody’s Investors Service, and Standard & Poor’s are BBB, Baa2, and BBB, respectively. Changes in the company’s credit ratings do not trigger a change in the company’s available borrowings or costs under the 2016 term loan, facility, 2013 term loan, senior notes, or credit facility, but could affect future credit availability and cost. Assets recorded under capital lease agreements included in property, plant and equipment consist of machinery and equipment and transportation equipment. Aggregate maturities of debt outstanding, including capital leases and the associated interest, as of July 16, 2016, are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands):
Remainder of 2016 |  | $ | 64,958 |
2017 |  |  | 327,194 |
2018 |  |  | 84,960 |
2019 |  |  | 40,318 |
2020 |  |  | 95,618 |
2021 and thereafter |  |  | 418,703 |
Total |  | $ | 1,031,751 |
The company adopted guidance, as discussed in Note 3, Recently Adopted Accounting Pronouncements, that requires debt issuances costs be presented in the balance sheet as a direct reduction from the carrying amount of the liability. The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at July 16, 2016 (amounts in thousands):
|  |  |  |  |  | Debt issuance and |  |  |  |  |
|  | Face Value |  |  | debt discount |  |  | Net carrying value |
Unsecured 2013 term loan |  | $ | 225,000 |  |  | $ | 1,386 |  |  | $ | 223,614 |
Unsecured 2016 term loan |  |  | 146,250 |  |  |  | 621 |  |  |  | 145,629 |
Other notes payable |  |  | 20,000 |  |  |  | 805 |  |  |  | 19,195 |
4.375% senior notes due 2022 |  |  | 400,000 |  |  |  | 2,765 |  |  |  | 397,235 |
Total |  | $ | 791,250 |  |  | $ | 5,577 |  |  | $ | 785,673 |
The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at January 2, 2016 (amounts in thousands):
|  |  |  |  |  | Debt issuance and |  |  |  |  |
|  | Face Value |  |  | debt discount |  |  | Net carrying value |
Unsecured 2013 term loan |  | $ | 240,000 |  |  | $ | 1,485 |  |  | $ | 238,515 |
Other notes payable |  |  | 20,000 |  |  |  | 1,011 |  |  |  | 18,989 |
4.375% senior notes due 2022 |  |  | 400,000 |  |  |  | 3,025 |  |  |  | 396,975 |
Total |  | $ | 660,000 |  |  | $ | 5,521 |  |  | $ | 654,479 |

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- Definition The entire disclosure for debt and capital lease obligations can be reported. Information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Also includes descriptions and amounts of capital leasing arrangements that consist of direct financing, sales type and leveraged leases. Disclosure may include the effect on the balance sheet and the income statement resulting from a change in lease classification for leases that at inception would have been classified differently had guidance been in effect at the inception of the original lease. + References No definition available. + Details
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