4. RESTRUCTURING ACTIVITIES

On August 10, 2016, we announced the launch of Project Centennial, a comprehensive business and operational review. We identified opportunities to enhance revenue growth, streamline operations, improve efficiencies, and make investments that strengthen our competitive position and improve margins over the long term. We began Project Centennial with an evaluation of our brands, product mix, and organizational structure. We then developed strategic priorities to help us capitalize on retail and consumer changes. The primary objective is to improve margins and profitably grow the revenue over time. These priorities are as follows:

Reduce costs to fuel growth. The company is focusing on reducing costs in our purchased goods and services initiative and our supply chain optimization plan. Purchased goods and services operations will be centralized to create standardization and continuously improve and to develop consistent policies and specifications. Supply chain optimization intends to reduce operational complexity and capitalize on scale. This initiative includes, and will continue to include, consulting and other third-party costs as we finalize the organizational structure. We incurred $0.7 million and $9.4 million for these non-restructuring consulting costs during the twelve and forty weeks ended October 6, 2018. We incurred $7.1 million and $31.8 million, respectively, for these non-restructuring consulting costs during the twelve and forty weeks ended October 7, 2017.

Develop leading capabilities. As of October 6, 2018, we report our financial results in either the DSD Segment or the Warehouse Segment. On May 3, 2017, the company announced an enhanced organizational structure designed to provide greater focus on the company’s strategic objectives, emphasize brand growth and innovation in line with a national branded food company, drive enhanced accountability, reduce costs, and strengthen our long-term strategy. The new organizational structure established two BUs, Fresh Packaged Bread and Snacking/Specialty. The new structure also provided for centralized marketing, sales, supply chain, shared-services/administrative, and corporate strategy functions, each with more clearly defined roles and responsibilities. On July 2, 2018, the company announced the creation of the Chief Operating Officer (COO) position which continued refinements to the organizational structure. This role will be responsible for executing the company’s strategies under Project Centennial, as well as overseeing the BUs, supply chain, sales, corporate strategy and ventures, and communications. The company intends to transition to the new structure over the next several months with full implementation expected to be completed at the beginning of fiscal 2019. We began relocating certain employees during the third quarter of fiscal 2017 as we transition to the new structure. Reorganization costs for relocating employees of $2.6 million and $0.5 million were incurred during the forty weeks ended October 6, 2018 and October 7, 2017, respectively, and are recognized in the restructuring charges line item on the Condensed Consolidated Statements of Operations. We anticipate incurring additional reorganization costs as we continue implementing the new structure. The current DSD and warehouse segmentation will remain until the new structure is in place.

On July 17, 2017, the company commenced a voluntary employee separation incentive plan (the “VSIP”). The VSIP was implemented as part of our effort to restructure and streamline operations, and better position the company for profitable growth. The VSIP election period closed on September 25, 2017 and resulted in approximately 325 employees accepting the offer. The separations began on September 7, 2017, and were substantially complete by the end of fiscal 2017. We recorded an aggregate charge of $29.7 million in fiscal 2017 for the VSIP and a credit of $0.6 million during the forty weeks ended October 6, 2018. These charges consist primarily of employee severance and benefits-related costs and are recorded in the restructuring charges line item on our Condensed Consolidated Statements of Operations.

Reinvigorate core business. This objective is to invest in our brands to align brands to consumers to maximize our return on investment. We expect to incur significant incremental marketing costs annually for brand development. These costs will not be restructuring and will be recognized as incurred. Project Centennial also included a brand rationalization study to identify high-potential and established brands to focus on innovation and cash flow, respectively. The study, which concluded in our third quarter of fiscal 2017, changed the outlook for several brands and resulted in the recognition of an impairment on certain of these finite-lived and indefinite-lived intangible trademark assets in our third quarter of fiscal 2017. The total intangible asset impairment charges, which were recorded in the Restructuring and related impairment charges line item in our Condensed Consolidated Statements of Operations, were $66.2 million. Project Centennial is expected to be completed by our fiscal 2021.

On August 9, 2017, the company announced the closure of a Warehouse Segment snack cake plant in Winston-Salem, North Carolina. The bakery closed in November 2017. The closure costs were $4.4 million and consisted of $3.4 million for property, plant and equipment impairments and $1.0 million for employee termination benefits. These amounts are recorded in the restructuring and related impairment charges line item on our Condensed Consolidated Statements of Operations. The company continues to explore additional opportunities to streamline our core operations, but as of October 6, 2018, we cannot estimate the additional costs to be incurred for this initiative.

Capitalize on product adjacencies. This initiative focuses on growing market share in underdeveloped markets. Adjacencies are geographic and/or product categories that are expected to leverage our competitive advantages. This can be achieved either organically with our high-potential brands or through strategic acquisitions. As of October 6, 2018, we cannot estimate the costs to be incurred for this initiative.

See Note 20, Segment Reporting, of Notes to Condensed Consolidated Financial Statements of this Form 10-Q for the allocation of restructuring charges to each of our segments. The tables below present the components of costs associated with Project Centennial for the twelve and forty week periods ended October 6, 2018 and October 7, 2017 (amounts in thousands):

	For the Twelve Weeks Ended		For the Forty Weeks Ended
	October 6, 2018		October 6, 2018
Restructuring and related impairment charges:
Reorganization costs	$	323	$	2,636
VSIP		—		(597	)
Impairment of assets		174		174
Employee termination benefits		—		344
Restructuring and related impairment charges (1)		497		2,557
Project Centennial implementation costs (2)		729		9,376
Total Project Centennial restructuring and implementation costs	$	1,226	$	11,933

	For the Twelve Weeks Ended		For the Forty Weeks Ended
	October 7, 2017		October 7, 2017
Restructuring and related impairment charges:
Reorganization costs	$	516	$	516
VSIP		28,982		28,982
Impairment of assets		69,651		69,651
Employee termination benefits		1,400		1,400
Restructuring and related impairment charges (1)		100,549		100,549
Project Centennial implementation costs (2)		7,050		31,845
Total Project Centennial restructuring and implementation costs	$	107,599	$	132,394

(1)	Presented on our Condensed Consolidated Statements of Operations.

(2)	Costs are recorded in the selling, distribution and administrative expenses line item of our Condensed Consolidated Statements of Operations.

The tables below present the components of, and changes in, our restructuring accruals for the forty weeks ended October 6, 2018 and October 7, 2017 (amounts in thousands):

	VSIP			Employee Termination Benefits⁽¹⁾			Reorganization Costs⁽²⁾			Total
Liability balance at December 30, 2017	$	25,022		$	468		$	—		$	25,490
Charges		(597	)		344			2,636			2,383
Cash payments		(24,234	)		(769	)		(2,636	)		(27,639	)
Liability balance (3) at October 6, 2018	$	191		$	43		$	—		$	234

	VSIP			Employee Termination Benefits⁽¹⁾			Reorganization Costs⁽²⁾			Total
Liability balance at December 31, 2016	$	—		$	—		$	—		$	—
Charges		28,982			1,400			516			30,898
Cash payments		(892	)		(147	)		(516	)		(1,555	)
Liability balance (3) at October 7, 2017	$	28,090		$	1,253		$	—		$	29,343

(1)	Employee termination benefits are not related to the VSIP.

(2)	Reorganization costs include employee relocation expenses.

(3)	Recorded in the other accrued current liabilities line item of our Condensed Consolidated Balance Sheets.