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8-K - 8-K - B&G Foods, Inc.a12-16505_18k.htm

Exhibit 99.1

 

B&G Foods Reports Second Quarter 2012 Financial Results

— Reaffirms Fiscal 2012 Guidance —

 

Parsippany, N.J., July 19, 2012—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2012.

 

Highlights (vs. year-ago quarter where applicable):

 

·                  Net sales increased 14.8% to $148.6 million

·                  Net income increased 27.2% to $16.0 million

·                  Diluted earnings per share increased 26.9% to $0.33

·                  EBITDA* increased 30.6% to $39.6 million

·                  EBITDA guidance remains at $166.0 million to $170.0 million for the full year

 

David L. Wenner, President and Chief Executive Officer of B&G Foods, stated, “The significant increases in our net sales, net income, earnings per share and EBITDA during the second quarter reflect our continued success with the Culver Specialty Brands acquisition and our ability to achieve pricing gains in our base business to offset higher costs and volume weakness for the quarter in certain of our brands.  We remain confident that we will deliver full-year results within our previously announced EBITDA guidance, which at the mid-point of the range reflects a 28% increase over fiscal 2011.”

 

Financial Results for the Second Quarter of 2012

Net sales for the second quarter of 2012 increased 14.8% to $148.6 million from $129.4 million for the second quarter of 2011.  The Culver Specialty Brands, which B&G Foods acquired at the end of November 2011, contributed $19.5 million to our net sales for the quarter.  For our base business, a sales price increase of $4.3 million offset by a $4.6 million unit volume decrease resulted in a $0.3 million net sales decline.

 

Gross profit for the second quarter of 2012 increased 22.7% to $51.8 million from $42.2 million in the second quarter of 2011.  Gross profit expressed as a percentage of net sales increased 2.2 percentage points to 34.8% for the second quarter of 2012 from 32.6% in the second quarter of 2011.  The increase in gross profit expressed as a percentage of net sales was primarily attributable to pricing gains of $4.3 million and a sales mix shift to higher margin products (primarily due to the Culver Specialty Brands acquisition), partially offset by commodity cost increases.  Operating income increased 33.3% to $35.1 million for the second quarter of 2012, from $26.3 million in the second quarter of 2011.

 

Net interest expense for the second quarter of 2012 increased $3.6 million or 42.2% to $11.9 million from $8.3 million for the second quarter of 2011.  The increase in net interest expense for the second quarter was primarily attributable to an increase in the Company’s indebtedness to finance the Culver Specialty

 


*

Please see “About Non-GAAP Financial Measures and Items Affecting Comparability” below for the definition of the term EBITDA and a reconciliation of EBITDA to the most comparable GAAP financial measures.

 



 

Brands acquisition, and an additional $0.9 million of amortization of deferred debt financing costs and bond discount relating to the acquisition financing.

 

The Company’s reported net income under U.S. generally accepted accounting principles (GAAP) was $16.0 million, or $0.33 per diluted share, for the second quarter of 2012, as compared to reported net income of $12.6 million, or $0.26 per diluted share, for the second quarter of 2011.  The Company’s adjusted net income for the second quarter of 2011 was $12.9 million.

 

For the second quarter of 2012, EBITDA increased 30.6% to $39.6 million from $30.3 million for the second quarter of 2011.

 

Financial Results for the First Two Quarters of 2012

Net sales for the first two quarters of 2012 increased 17.3% to $306.0 million from $260.9 million for the first two quarters of 2011.  Net sales of the Culver Specialty Brands contributed $45.1 million to the Company’s net sales for the first two quarters of 2012.  Net sales for the base business were flat, with a sales price increase of $6.8 million offset by a $6.8 million unit volume decline.

 

Gross profit for the first two quarters of 2012 increased 24.8% to $108.6 million from $87.0 million in the first two quarters of 2011.  Gross profit expressed as a percentage of net sales increased 2.1 percentage points to 35.5% in the first two quarters of 2012 from 33.4% in the first two quarters of 2011.  The increase in gross profit expressed as a percentage of net sales was primarily attributable to pricing gains of $6.8 million and a sales mix shift to higher margin products (primarily due to the Culver Specialty Brands acquisition), partially offset by commodity cost increases.  Operating income increased 32.2% to $73.3 million in the first two quarters of 2012, from $55.4 million in the first two quarters of 2011.

 

Net interest expense for the first two quarters of 2012 increased $7.4 million or 44.3% to $23.9 million from $16.5 million in the first two quarters of 2011.  The increase in net interest expense for the first two quarters was primarily attributable to an increase in our indebtedness to finance the Culver Specialty Brands acquisition, and an additional $1.8 million of amortization of deferred debt financing costs and bond discount relating to the acquisition financing.

 

The Company’s reported net income under U.S. GAAP was $32.8 million, or $0.68 per diluted share, for the first two quarters of 2012, as compared to reported net income of $25.9 million, or $0.53 per diluted share, for the first two quarters of 2011.  The Company’s adjusted net income for the first two quarters of 2011 was $26.1 million, and adjusted diluted earnings per share was $0.54.

 

For the first two quarters of 2012, EBITDA increased 29.7% to $82.2 million from $63.3 million for the first two quarters of 2011.

 

Guidance

B&G Foods reaffirmed its EBITDA guidance for fiscal 2012 of approximately $166.0 million to $170.0 million.

 

Conference Call

B&G Foods will hold a conference call at 4:30 p.m. ET today, July 19, 2012.  The call will be webcast live from B&G Foods’ website at www.bgfoods.com under “Investor Relations—Company Overview.”  The call can also be accessed live over the phone by dialing (888) 523-1227 for U.S. callers or (719) 457-2665 for international callers.

 

A replay of the call will be available one hour after the call and can be accessed by dialing (877) 870-5176 or (858) 384-5517 for international callers; the password is 1832554. The replay will be available from July 19, 2012 through August 2, 2012.  Investors may also access a web-based replay of the call at the Investor Relations section of B&G Foods’ website, www.bgfoods.com.

 

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About Non-GAAP Financial Measures and Items Affecting Comparability

“Adjusted net income,” “adjusted diluted earnings per share” and “EBITDA” (net income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt) are “non-GAAP financial measures.”  A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in B&G Foods’ consolidated balance sheets and related consolidated statements of operations and cash flows.  Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures.  The Company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

 

The Company uses “adjusted net income” and “adjusted diluted earnings per share,” which are calculated as reported net income and reported diluted earnings per share adjusted for certain items that affect comparability.  These non-GAAP financial measures reflect adjustments to reported net income and diluted earnings per share to eliminate the items identified below.  This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as the Company’s management.  Because the Company cannot predict the timing and amount of charges associated with unrealized gains or losses on the Company’s interest rate swap and gains or losses on extinguishment of debt, management does not consider these costs when evaluating the Company’s performance or when making decisions regarding allocation of resources.

 

Additional information regarding EBITDA, and a reconciliation of EBITDA to net income and to net cash provided by operating activities is included below for the second quarter and first two quarters of 2012 and 2011, along with the components of EBITDA.  Also included below are reconciliations of the non-GAAP terms adjusted net income and adjusted diluted earnings per share to reported net income and reported diluted earnings per share.

 

About B&G Foods, Inc.

B&G Foods and its subsidiaries manufacture, sell and distribute a diversified portfolio of high-quality, shelf-stable foods across the United States, Canada and Puerto Rico.  B&G Foods’ products include hot cereals, fruit spreads, canned meats and beans, spices, seasonings, marinades hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers and other specialty food products.  B&G Foods competes in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution.  Based in Parsippany, New Jersey, B&G Foods’ products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Brer Rabbit, Cream of Rice, Cream of Wheat, Don Pepino, Emeril’s, Grandma’s Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, Ortega, Polaner, Red Devil, Regina, Sa-són, Sclafani, Sugar Twin, Trappey’s, Underwood, Vermont Maid and Wright’s.  B&G Foods also sells and distributes two branded household products, Static Guard and Kleen Guard.

 

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.”  The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ EBITDA expectations for fiscal 2012.  Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the

 

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Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for fiscal 2011 filed on February 28, 2012 and in its subsequent reports on Form 10-Q and 8-K.  Investors are cautioned not to place undue reliance on any such forward looking statements, which speak only as of the date they are made.  B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Contacts:

 

Investor Relations:

 

Media Relations:

ICR, Inc.

 

ICR, Inc.

Don Duffy

 

Matt Lindberg

866-211-8151

 

203-682-8214

 

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B&G Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

 

 

 

June 30, 2012

 

December 31, 2011

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

21,441

 

$

16,738

 

Trade accounts receivable, net

 

34,650

 

39,476

 

Inventories

 

100,882

 

85,234

 

Prepaid expenses

 

2,093

 

4,551

 

Income tax receivable

 

6,009

 

2,529

 

Deferred income taxes

 

1,717

 

1,696

 

Total current assets

 

166,792

 

150,224

 

 

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation of $94,715 and $89,856

 

62,384

 

61,930

 

Goodwill

 

262,977

 

262,827

 

Other intangibles, net

 

630,477

 

634,522

 

Other assets

 

21,438

 

23,420

 

Total assets

 

$

1,144,068

 

$

1,132,923

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

28,533

 

$

24,427

 

Accrued expenses

 

24,137

 

26,719

 

Current portion of long-term debt

 

13,500

 

9,750

 

Dividends payable

 

13,065

 

10,971

 

Total current liabilities

 

79,235

 

71,867

 

 

 

 

 

 

 

Long-term debt

 

702,131

 

710,357

 

Other liabilities

 

8,323

 

9,409

 

Deferred income taxes

 

112,604

 

105,743

 

Total liabilities

 

902,293

 

897,376

 

Commitments and contingencies

 

 

 

 

 

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; 48,387,225 and 47,700,132 shares issued and outstanding as of June 30, 2012 and December 31, 2011

 

484

 

477

 

Additional paid-in capital

 

133,104

 

159,916

 

Accumulated other comprehensive loss

 

(10,201

)

(10,430

)

Retained earnings

 

118,388

 

85,584

 

Total stockholders’ equity

 

241,775

 

235,547

 

Total liabilities and stockholders’ equity

 

$

1,144,068

 

$

1,132,923

 

 

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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 30, 2012

 

July 2, 2011

 

June 30, 2012

 

July 2, 2011

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

148,612

 

$

129,453

 

$

305,951

 

$

260,858

 

Cost of goods sold

 

96,856

 

87,284

 

197,370

 

173,822

 

Gross profit

 

51,756

 

42,169

 

108,581

 

87,036

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

14,629

 

14,194

 

31,269

 

28,344

 

Amortization expense

 

2,023

 

1,637

 

4,045

 

3,276

 

Operating income

 

35,104

 

26,338

 

73,267

 

55,416

 

 

 

 

 

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

11,862

 

8,341

 

23,851

 

16,531

 

Income before income tax expense

 

23,242

 

17,997

 

49,416

 

38,885

 

Income tax expense

 

7,216

 

5,398

 

16,612

 

12,981

 

Net income

 

$

16,026

 

$

12,599

 

32,804

 

25,904

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

48,376

 

47,906

 

48,207

 

47,944

 

Diluted

 

48,724

 

48,637

 

48,523

 

48,668

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.33

 

$

0.26

 

$

0.68

 

$

0.54

 

Diluted

 

$

0.33

 

$

0.26

 

$

0.68

 

$

0.53

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.27

 

$

0.21

 

$

0.54

 

$

0.38

 

 

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B&G Foods, Inc. and Subsidiaries

Reconciliation of EBITDA to Net Income and to Net Cash Provided by Operating Activities

(In thousands)

(Unaudited)

 

 

 

Thirteen Weeks Ended

 

Twenty-six Weeks Ended

 

 

 

June 30, 2012

 

July 2, 2011

 

June 30, 2012

 

July 2, 2011

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

16,026

 

$

12,599

 

$

32,804

 

$

25,904

 

Income tax expense

 

7,216

 

5,398

 

16,612

 

12,981

 

Interest expense, net(1) 

 

11,862

 

8,341

 

23,851

 

16,531

 

Depreciation and amortization

 

4,473

 

3,972

 

8,914

 

7,926

 

Loss on extinguishment of debt

 

 

 

 

 

EBITDA(2) 

 

39,577

 

30,310

 

82,181

 

63,342

 

Income tax expense

 

(7,216

)

(5,398

)

(16,612

)

(12,981

)

Interest expense, net

 

(11,862

)

(8,341

)

(23,851

)

(16,531

)

Deferred income taxes

 

2,469

 

1,724

 

6,622

 

10,120

 

Amortization of deferred financing costs and bond discount

 

1,257

 

500

 

2,514

 

1,000

 

Realized gain on interest rate swap

 

 

 

 

(612

)

Reclassification to net interest expense for interest rate swap

 

 

424

 

 

847

 

Share-based compensation expense

 

1,289

 

1,157

 

2,029

 

1,872

 

Excess tax benefits from share-based compensation

 

130

 

 

(7,988

)

(1,117

)

Changes in assets and liabilities

 

(4,829

)

(5,861

)

(3,095

)

(19,759

)

Net cash provided by operating activities

 

$

20,815

 

$

14,515

 

$

41,800

 

$

26,181

 

 


(1)                  Net interest expense in the first two quarters of 2011 includes a benefit of $0.6 million relating to the realized gain on an interest rate swap, and in the second quarter and first two quarters of 2011, a charge for the reclassification of the amount recorded in accumulated other comprehensive loss related to the swap of $0.4 million and $0.8 million, respectively.

 

(2)                  EBITDA is a non-GAAP financial measure used by management to measure operating performance.  A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows.  We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt.  Management believes that it is useful to eliminate net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt because it allows management to focus on what it deems to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations.  We use EBITDA in our business operations, among other things, to evaluate our operating performance, develop budgets and measure our performance against those budgets, determine employee bonuses and evaluate our cash flows in terms of cash needs. We also present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt and because covenants in our credit agreement and our senior notes indenture contain ratios based on this measure.  As a result, internal management reports used during monthly operating reviews feature the EBITDA metric. However, management uses this metric in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity and therefore does not place undue reliance on this measure as its only measure of operating performance and liquidity.

 

EBITDA is not a recognized term under GAAP and does not purport to be an alternative to operating income or net income as an indicator of operating performance or any other GAAP measure. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends.  Rather, EBITDA is a potential indicator of an entity’s ability to fund these

 

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cash requirements.  EBITDA is not a complete measure of an entity’s profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses, loss on extinguishment of debt and income taxes.  Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies.  However, EBITDA can still be useful in evaluating our performance against our peer companies because management believes this measure provides users with valuable insight into key components of GAAP amounts.

 

B&G Foods, Inc. and Subsidiaries

Items Affecting Comparability — Reconciliation of Adjusted Information to GAAP Information

(In thousands)

(Unaudited)

 

 

 

Thirteen Weeks Ended

 

Twenty-six Weeks Ended

 

 

 

June 30, 2012

 

July 2, 2011

 

June 30, 2012

 

July 2, 2011

 

Reported net income

 

$

16,026

 

$

12,599

 

$

32,804

 

$

25,904

 

Non-cash adjustments on interest rate swap, net of tax(1) 

 

 

271

 

 

150

 

Adjusted net income

 

$

16,026

 

$

12,870

 

$

32,804

 

$

26,054

 

Adjusted diluted earnings per share

 

$

0.33

 

$

0.26

 

$

0.68

 

$

0.54

 

 


(1)          The first two quarters of 2011 includes a realized gain on interest rate swap of $0.6 million and in the second quarter and first two quarters of 2011, a reclassification from accumulated other comprehensive loss to interest expense, net on interest rate swap of $0.4 million and $0.8 million, respectively.

 

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