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Press release from Business Wire

B&G Foods Reports Third Quarter 2013 Financial Results

<p class='bwalignc'> <b>— Reaffirms Fiscal 2013 Guidance —</b> </p> <p class='bwalignc'> </p>

Thursday, October 17, 2013

B&G Foods Reports Third Quarter 2013 Financial Results

16:07 EDT Thursday, October 17, 2013

PARSIPPANY, N.J. (Business Wire) -- B&G Foods, Inc. (NYSE:BGS) today announced financial results for the third quarter and first three quarters of 2013.

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

  • Net sales increased 17.6% to $181.4 million
  • Net income decreased 9.2% to $15.4 million due to loss on extinguishment of debt and acquisition related transaction costs of $3.4 million, net of tax
  • Adjusted net income* increased 10.8% to $18.7 million
  • Adjusted EBITDA* increased 7.3% to $46.0 million
  • Adjusted EBITDA guidance remains at $187.0 million to $191.0 million for the full year

David L. Wenner, President and Chief Executive Officer of B&G Foods, stated, “Our business saw continued strong growth in net sales, net income and adjusted EBITDA during the third quarter. Putting acquisition growth aside, our base business net sales followed industry trends and declined for the quarter. Given current trends in the packaged foods industry, we expect growth in our base business to be challenging during the fourth quarter of 2013. We are taking actions to improve sales trends in our base business through new product introductions and selected pricing adjustments and are confident base business net sales will rebound and return to our more typical modest growth during 2014. Meanwhile, our recent acquisitions in snacks appear to be more on trend with changing consumer consumption patterns and we expect significant growth from Pirate's Booty, Rickland Orchards, New York Style and TrueNorth in fourth quarter 2013 and beyond.”

_____________________

 

*   Please see “About Non-GAAP Financial Measures and Items Affecting Comparability” below for the definition of the terms adjusted net income, adjusted diluted earnings per share, EBITDA and adjusted EBITDA, as well as information concerning certain items affecting comparability and reconciliations of the non-GAAP terms adjusted net income, adjusted diluted earnings per share, EBITDA and adjusted EBITDA to the most comparable GAAP financial measures.
 

Financial Results for the Third Quarter of 2013

Net sales for the third quarter of 2013 increased 17.6% to $181.4 million from $154.2 million for the third quarter of 2012. Net sales of Pirate Brands, which B&G Foods acquired at the beginning of July 2013, contributed $16.5 million to the overall increase, net sales of the New York Style and Old London brands, which B&G Foods acquired at the end of October 2012, contributed $11.4 million to the overall increase, and net sales of the TrueNorth brand, which B&G Foods acquired at the beginning of May 2013, contributed $5.4 million to the overall increase. Net sales for B&G Foods' base business decreased $6.1 million, or 3.9%, attributable to a net price decrease of $3.5 million and a unit volume decrease of $2.6 million.

Gross profit for the third quarter of 2013 increased 10.8% to $61.3 million from $55.3 million in the third quarter of 2012. Gross profit expressed as a percentage of net sales decreased 2.1 percentage points to 33.8% for the third quarter of 2013 from 35.9% in the third quarter of 2012. The decrease in gross profit expressed as a percentage of net sales was primarily attributable to a net price decrease of $3.5 million, and a sales mix shift to lower margin products. Operating income decreased 1.9% to $37.6 million for the third quarter of 2013, from $38.3 million in the third quarter of 2012.

Selling, general and administrative expenses increased $6.3 million, or 42.4%, to $21.3 million for the third quarter of 2013 from $14.9 million for the third quarter of 2012. This increase was primarily due to increases in consumer marketing and selling expenses of $3.5 million (of which $1.6 million was due to timing of planned marketing spending), acquisition-related transaction costs of $2.4 million, and other expenses of $0.4 million.

Net interest expense for the third quarter of 2013 decreased $0.9 million or 7.5% to $11.1 million from $12.0 million for the third quarter of 2012. The decrease in net interest expense in the third quarter of 2013 was primarily attributable to the refinancing of the Company's long-term debt during the second quarter of 2013, including the issuance of 4.625% senior notes, the repurchase of 7.625% senior notes, and the repayment of tranche B term loans.

The Company's reported net income under U.S. generally accepted accounting principles (GAAP) was $15.4 million, or $0.29 per diluted share, for the third quarter of 2013, as compared to reported net income of $16.9 million, or $0.35 per diluted share, for the third quarter of 2012. The Company's adjusted net income for the third quarter of 2013, which excludes the impact of acquisition-related transaction costs and loss on extinguishment of debt, was $18.7 million, or $0.35 per adjusted diluted share. There were no adjustments to net income for the third quarter of 2012.

For the third quarter of 2013, adjusted EBITDA, which excludes the impact of acquisition-related transaction costs, increased 7.3% to $46.0 million from $42.8 million for the third quarter of 2012. There were no adjustments to EBITDA for the third quarter of 2012.

Financial Results for the First Three Quarters of 2013

Net sales for the first three quarters of 2013 increased $53.3 million or 11.6% to $513.4 million from $460.1 million for the first three quarters of 2012. Net sales of the New York Style and Old London brands, which B&G Foods acquired at the end of October 2012, contributed $33.6 million to the overall increase, net sales of Pirate Brands, which B&G Foods acquired at the beginning of July 2013, contributed $16.5 million to the overall increase, and net sales of the TrueNorth brand, which B&G Foods acquired at the beginning of May 2013, contributed $8.5 million to the overall increase. Net sales from the Company's base business decreased $5.3 million, or 1.2%, attributable to a net price decrease of $3.9 million and a unit volume decrease of $1.4 million.

Gross profit for the first three quarters of 2013 increased 7.3% to $175.8 million from $163.9 million in the first three quarters of 2012. Gross profit expressed as a percentage of net sales decreased 1.4 percentage points to 34.2% for the first three quarters of 2013 from 35.6% in the first three quarters of 2012. The decrease in gross profit expressed as a percentage of net sales was primarily attributable to a net price decrease of $3.9 million and a sales mix shift to lower margin products. Operating income increased 2.2% to $114.1 million for the first three quarters of 2013, from $111.6 million in the first three quarters of 2012.

Selling, general and administrative expenses increased $8.9 million, or 19.2%, to $55.1 million for the first three quarters of 2013 from $46.2 million for the first three quarters of 2012. The increase is due to increases in consumer marketing and selling expenses of $5.1 million (of which $2.2 million was due to timing of planned marketing spending), acquisition-related transaction costs of $2.9 million, warehousing expenses of $0.8 million and other expenses of $0.1 million.

Net interest expense for the first three quarters of 2013 decreased $4.9 million or 13.8% to $30.9 million from $35.8 million in the first three quarters of 2012. The decrease in net interest expense in the first three quarters of 2013 was primarily attributable to the refinancing of the Company's long-term debt during the second quarter of 2013.

After taking into account $22.1 million of after tax charges relating to the refinancing and acquisition-related transaction costs, the Company's reported net income under U.S. GAAP was $33.6 million, or $0.63 per diluted share, for the first three quarters of 2013, as compared to reported net income of $49.7 million, or $1.02 per diluted share, for the first three quarters of 2012. The Company's adjusted net income for the first three quarters of 2013, which excludes the refinancing charges and acquisition-related transaction costs, was $55.7 million, and adjusted diluted earnings per share was $1.05. There were no adjustments to net income for the first three quarters of 2012.

For the first three quarters of 2013, adjusted EBITDA, which excludes acquisition-related transaction costs, increased 7.2% to $134.0 million from $125.0 million for the first three quarters of 2012. There were no adjustments to EBITDA for the first three quarters of 2012.

Guidance

B&G Foods reaffirmed its adjusted EBITDA guidance for fiscal 2013 to a range of approximately $187.0 million to $191.0 million.

Conference Call

B&G Foods will hold a conference call at 4:30 p.m. ET today, October 17, 2013. 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) 500-6974 for U.S. callers or (719) 325-2383 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 5959800. The replay will be available from October 17, 2013 through October 31, 2013. Investors may also access a web-based replay of the call at the Investor Relations section of B&G Foods' website, www.bgfoods.com.

About Non-GAAP Financial Measures and Items Affecting Comparability

“Adjusted net income,” “adjusted diluted earnings per share,” “EBITDA” (net income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt) and “adjusted EBITDA” (EBITDA as adjusted for acquisition-related transaction costs) 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 acquisition-related transaction costs 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 adjusted EBITDA, and a reconciliation of EBITDA and adjusted EBITDA to net income and to net cash provided by operating activities is included below for the third quarter and first three quarters of 2013 and 2012, along with the components of EBITDA and adjusted 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, branded shelf-stable foods across the United States, Canada and Puerto Rico. 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, Devonsheer, Don Pepino, Emeril's, Grandma's Molasses, JJ Flats, Joan of Arc, Las Palmas, Maple Grove Farms, Molly McButter, Mrs Dash, New York Style, Old London, Original Tings, Ortega, Pirate's Booty, Polaner, Red Devil, Regina, Rickland Orchards, Sa-són, Sclafani, Smart Puffs, Sugar Twin, Trappey's, TrueNorth, 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' adjusted EBITDA expectations for fiscal 2013, trends in the Company's base business, new product introductions, pricing adjustments, expectations as to base business net sales in 2014 and expectations as to growth from the Company's Pirate's Booty, Rickland Orchards, New York Style and TrueNorth brands in the fourth quarter of 2013 and beyond. 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 Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company's most recent Annual Report on Form 10-K 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.

 
 

B&G Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

         
Assets September 28, 2013 December 29, 2012
 
Current assets:
Cash and cash equivalents $ 12,299 $ 19,219
Trade accounts receivable, net 56,946 43,357
Inventories 109,965 89,757
Prepaid expenses and other current assets 6,495 5,326
Income tax receivable 5,020 4,262
Deferred income taxes   2,111     2,175  
Total current assets 192,836 164,096
 

Property, plant and equipment, net of accumulated
  depreciation of $110,948 and $100,625


108,078

104,746
Goodwill 296,910 267,940
Other intangibles, net 803,488 637,196
Other assets   19,529     17,990  
Total assets $ 1,420,841   $ 1,191,968  
 
Liabilities and Stockholders' Equity
 
Current liabilities:
Trade accounts payable $ 25,369 $ 25,050
Accrued expenses 27,600 23,610
Current portion of long-term debt 48,750 40,375
Dividends payable   16,919     15,243  
Total current liabilities 118,638 104,278
 
Long-term debt 815,841 597,314
Other liabilities 4,781 8,038
Deferred income taxes   133,416     121,163  
Total liabilities 1,072,676 830,793
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; 52,873,364 and 52,560,765 shares
  issued and outstanding as of September 28,
  2013 and December 29, 2012

529 526
Additional paid-in capital 179,965 226,900
Accumulated other comprehensive loss (10,724 ) (11,095 )
Retained earnings   178,395     144,844  
Total stockholders' equity   348,165     361,175  
Total liabilities and stockholders' equity $ 1,420,841   $ 1,191,968  
 
 

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

       
Thirteen Weeks Ended Thirty-nine Weeks Ended

September 28,
2013

 

September 29,
2012

September 28,
2013

 

September 29,
2012

 
Net sales $ 181,350 $ 154,155 $ 513,426 $ 460,106
Cost of goods sold   120,084   98,876   337,651   296,246
Gross profit 61,266 55,279 175,775 163,860
 
Operating expenses:
Selling, general and administrative expenses 21,271 14,937 55,097 46,206
Amortization expense   2,385   2,022   6,608   6,067
Operating income 37,610 38,320 114,070 111,587
 
Other expenses:
Interest expense, net 11,097 11,994 30,900 35,845
Loss on extinguishment of debt   2,813     31,291  
Income before income tax expense 23,700 26,326 51,879 75,742
Income tax expense   8,350   9,429   18,328   26,041
Net income $ 15,350 $ 16,897 $ 33,551 $ 49,701
 
Weighted average shares outstanding:
Basic 52,873 48,387 52,817 48,267
Diluted 53,120 48,743 52,975 48,597
 
Earnings per share:
Basic $ 0.29 $ 0.35 $ 0.64 $ 1.03
Diluted $ 0.29 $ 0.35 $ 0.63 $ 1.02
 
Cash dividends declared per share $ 0.32 $ 0.27 $ 0.90 $ 0.81
 
 

B&G Foods, Inc. and Subsidiaries

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

(In thousands)

(Unaudited)

       
Thirteen Weeks Ended Thirty-nine Weeks Ended

September 28,
2013

 

September 29,
2012

September 28,
2013

 

September 29,
2012

 
Net income $ 15,350 $ 16,897 $ 33,551 $ 49,701
Income tax expense 8,350 9,429 18,328 26,041
Interest expense, net 11,097 11,994 30,900 35,845
Depreciation and amortization 5,983 4,529 17,002 13,443
Loss on extinguishment of debt   2,813         31,291      
EBITDA (1) 43,593 42,849 131,072 125,030
Acquisition-related transaction costs   2,399         2,933      
Adjusted EBITDA 45,992 42,849 134,005 125,030
Income tax expense (8,350 ) (9,429 ) (18,328 ) (26,041 )
Interest expense, net (11,097 ) (11,994 ) (30,900 ) (35,845 )
Deferred income taxes 5,869 4,345 12,063 10,967
Amortization of deferred financing costs and bond discount 1,025 1,257 3,318 3,771
Acquisition-related transaction costs (2,399 ) (2,933 )
Share-based compensation expense 1,109 871 3,269 2,900
Excess tax benefits from share-based compensation 6 (43 ) (4,192 ) (8,031 )
Changes in assets and liabilities   (4,938 )   (16,160 )   (27,409 )   (19,255 )
Net cash provided by operating activities $ 27,217   $ 11,696   $ 68,893   $ 53,496  
 
(1) EBITDA and adjusted EBITDA are non-GAAP financial measures 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. We define adjusted EBITDA as EBITDA adjusted for acquisition-related transition costs, which include outside fees and expenses and restructuring and consolidation costs of acquisitions. Management believes that it is useful to eliminate net interest expense, income taxes, depreciation and amortization, loss on extinguishment of debt and acquisition-related transition costs 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 and adjusted EBITDA in our business operations to, among other things, 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 and adjusted EBITDA because we believe they are useful indicators of our historical debt capacity and ability to service debt and because covenants in our credit facility and our senior notes indenture contain ratios based on these measures. As a result, internal management reports used during monthly operating reviews feature the EBITDA and adjusted EBITDA metrics. However, management uses these metrics 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 these measures as its only measures of operating performance and liquidity.
 
EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to operating income or net income as an indicator of operating performance or any other GAAP measure. EBITDA and adjusted EBITDA are not complete net cash flow measures because EBITDA and adjusted EBITDA are measures of liquidity that do 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 and adjusted EBITDA are two potential indicators of an entity's ability to fund these cash requirements. EBITDA and adjusted EBITDA are not complete measures of an entity's profitability because they do not include costs and expenses for depreciation and amortization, interest and related expenses, loss on extinguishment of debt, acquisition-related transaction costs and income taxes. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies. However, EBITDA and adjusted EBITDA can still be useful in evaluating our performance against our peer companies because management believes these measures provide 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 Thirty-nine Weeks Ended

September 28,
2013

 

September 29,
2012

September 28,
2013

 

September 29,
2012

Reported net income $ 15,350 $ 16,897 $ 33,551 $ 49,701
Loss on extinguishment of debt, net of tax(1) 1,817 20,214
Acquisition-related transaction costs, net of tax   1,550     1,895  
Adjusted net income $ 18,717 $ 16,897 $ 55,660 $ 49,701
Adjusted diluted earnings per share $ 0.35 $ 0.35 $ 1.05 $ 1.02
         

_____________________

(1)   Loss on extinguishment of debt for the third quarter of 2013 includes costs relating to our repurchase of $30.2 million aggregate principal amount of 7.625% senior notes, including the repurchase premium and other expenses of $2.3 million, the write-off of deferred debt financing costs of $0.4 million and the write-off of unamortized discount of $0.1 million. During the third quarter of 2012, we did not have any loss on extinguishment of debt.
 
Loss on extinguishment of debt for the first three quarters of 2013 includes costs relating to our repurchase of $248.5 million aggregate principal amount of 7.625% senior notes and our repayment of $222.2 million aggregate principal amount of tranche B term loans, including the repurchase premium and other expenses of $20.2 million, the write-off of deferred debt financing costs of $8.3 million and the write-off of unamortized discount of $2.8 million. During the first three quarters of 2012, we did not have any loss on extinguishment of debt.

Investor Relations:
ICR, Inc.
Don Duffy, 866-211-8151
or
Media Relations:
ICR, Inc.
Matt Lindberg, 203-682-8214

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