EX-99.1 2 a07-6663_2ex99d1.htm PRESS RELEASE DATED MARCH 8, 2007

Exhibit 99.1

B&G Foods Announces Fourth Quarter and Fiscal 2006 Financial Results

Parsippany, N.J., March 8, 2007—B&G Foods, Inc. (AMEX: BGF), a manufacturer and distributor of high-quality, shelf-stable foods, today announced financial results for the thirteen and fifty-two weeks ended December 30, 2006.

Financial Results for the Fourth Quarter

Net sales for the thirteen weeks ended December 30, 2006 (fourth quarter of 2006) increased 8.3% to $111.2 million from $102.7 million for the thirteen weeks ended December 31, 2005 (fourth quarter of 2005).  The Ortega food service dispensing pouch and dipping cup acquisition completed in December 2005 and the Grandma’s molasses acquisition completed in January 2006 combined, accounted for $6.0 million of the net sales increase.  Gross profit for the fourth quarter of 2006 increased 12.2% to $28.6 million from $25.5 million in the fourth quarter of 2005.  Adjusted gross profit increased 10.9% to $28.6 million for the fourth quarter of 2006, from $25.8 million in the fourth quarter of 2005.  Adjusted gross profit excludes a restructuring charge of $0.3 million incurred in the fourth quarter of 2005 related to the closing of B&G Foods’ New Iberia, Louisiana manufacturing facility.  Operating income increased 5.3% to $14.0 million for the fourth quarter of 2006, from $13.3 million in the fourth quarter of 2005.  During the fourth quarter of 2005, operating income was negatively impacted by $0.3 million as a result of the restructuring charge described above.

Net income was $2.9 million for the fourth quarter of 2006 compared to $1.7 million for the fourth quarter of 2005.  Earnings per share of Class A common stock increased to $0.16 in the fourth quarter of 2006 from $0.12 in the fourth quarter of 2005 and loss per share of Class B common stock for the fourth quarter of 2006 was $0.05 compared to $0.09 in the fourth quarter of 2005.

For the fourth quarter of 2006, EBITDA (see “About Non-GAAP Financial Measures” below) increased 7.3% to $16.1 million from $15.0 million for the fourth quarter of 2005.  Adjusted EBITDA for the fourth quarter of 2005, which excludes the restructuring charge, was $15.3 million.  There were no adjustments to EBITDA for the fourth quarter of 2006.

David L. Wenner, Chief Executive Officer of B&G Foods, stated, “Throughout fiscal 2006, we recorded consistent top and bottom line gains while effectively managing our business through various cost increases.  Last year’s results were driven both by our internal growth initiatives and by acquisitions, and we anticipate that our recently completed Cream of Wheat acquisition will be similarly beneficial to B&G Foods going forward.  We are pleased with our accomplishments and believe our robust portfolio of brands leaves us very well positioned to continue executing our strategies in fiscal 2007 and beyond.”

Financial Results for Fiscal 2006

Net sales for the fifty-two weeks ended December 30, 2006 (fiscal 2006) increased 8.4% to $411.3 million from $379.3 million in the fifty-two weeks ended December 31, 2005 (fiscal 2005).  The Ortega food service dispensing pouch and dipping cup acquisition and the Grandma’s molasses acquisition combined, accounted for $20.2 million of the net sales increase, and a temporary co-packing arrangement accounted for $3.0 million of the net sales increase.  Gross profit for fiscal 2006 increased 10.4% to $114.3 million from $103.5 million in fiscal 2005.  Adjusted gross profit increased 6.5% to $114.3 million for fiscal 2006, from $107.3 million in fiscal 2005.  Adjusted gross profit excludes a restructuring charge of $3.8 million incurred in fiscal 2005 related to the closing of the New Iberia manufacturing




facility.  Operating income increased 10.9% to $61.0 million during fiscal 2006, compared to $55.0 million in fiscal 2005.  Operating income for fiscal 2005 was negatively impacted by $3.8 million as a result of the fiscal 2005 restructuring charge.  Operating income for fiscal 2006 was positively impacted by $0.5 million as a result of the gain on the sale of the New Iberia manufacturing facility.

Net income was $11.6 million for fiscal 2006 compared to $8.0 million for fiscal 2005.  Earnings per share of Class A common stock increased to $0.65 for fiscal 2006 from $0.53 for fiscal 2005 and loss per share of Class B common stock decreased to $0.20 for fiscal 2006 from $0.33 for fiscal 2005.

EBITDA for fiscal 2006 increased 11.5% to $69.0 from $61.9 million in fiscal 2005.  Adjusted EBITDA for fiscal 2005, which excludes the fiscal 2005 restructuring charge, was $65.8 million.  There were no adjustments to EBITDA for fiscal 2006.

Recent Events

On February 25, 2007, B&G Foods completed the purchase of the Cream of Wheat and Cream of Rice brands from Kraft Foods Global, Inc., for the previously announced price of $200 million in cash, subject to a post-closing adjustment for inventory at the closing date.  B&G Foods used the proceeds of an additional $205 million of term loan borrowings under its newly amended and restated credit facility to fund the acquisition and pay related transaction fees and expenses.

Introduced in 1893, Cream of Wheat is among the leading brands, and one of the most trusted and widely recognized brands, of hot cereals sold in the United States.  The Cream of Wheat and Cream of Rice brands generated net sales of approximately $60 million in 2006.  Cream of Wheat is available in original 10-minute, 2 ½-minute and one-minute versions, and also in instant packets of original and other flavors, including Apples ‘n Cinnamon, Maple Brown Sugar and Strawberries ‘n Cream.  Cream of Wheat and Cream of Rice are distributed nationally in various retail and food service channels.

Conference Call

B&G Foods will hold a webcast and conference call at 4:30 pm ET today, March 8, 2007.  The call will be webcast live over the Internet from the Investor Relations section of B&G Foods’ website at www.bgfoods.com under “Investor RelationsCompany Overview.”  Participants should follow the instructions provided on the website for the download and installation of audio applications necessary to join the webcast.  The call can also be accessed live over the phone by dialing (800) 819-9193 or for international callers by dialing (913) 981- 4911.

A replay of the call will be available one hour after the call and can be accessed by dialing (888) 203-1112 or (719) 457-0820 for international callers; the password is 8244662. The replay will be available from March 8, 2007 through March 15, 2007.

About Non-GAAP Financial Measures

Certain disclosures in this press release include “non-GAAP (Generally Accepted Accounting Principles) financial measures.”  A non-GAAP financial measure is defined as a numerical measure of B&G Foods’ 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, changes in stockholders’ equity and comprehensive income and cash flows.  B&G Foods presents EBITDA (net income before net interest expense, income taxes, depreciation and amortization) and adjusted EBITDA (EBITDA as adjusted for restructuring charges incurred in fiscal 2005) because B&G Foods believes they are useful indicators of its historical debt capacity and ability to service debt.  B&G Foods also presents this discussion of EBITDA and adjusted EBITDA because covenants in the indenture governing its senior notes, its credit facility and the indenture governing its senior subordinated notes contain ratios based on these measures.




 

A reconciliation of EBITDA and adjusted EBITDA with the most directly comparable GAAP measure is included below for the thirteen and fifty-two weeks ended December 30, 2006 and December 31, 2005, along with the components of EBITDA and adjusted EBITDA.

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, jams, jellies and 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 and peppers and other specialty food products.  B&G Foods competes in the retail grocery, food service, specialty store, 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, Brer Rabbit, Cream of Rice, Cream of Wheat, Emeril’s, Grandma’s Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner, Red Devil, Regina, San Del, Ac’cent Sa-Son, Trappey’s, Underwood, Vermont Maid and Wright’s.

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.”  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,” “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.

Contacts:

Investor Relations:
ICR, Inc.
Don Duffy
866-211-8151

 

Media Relations:
ICR, Inc.
John Flanagan
203-682-8222

 

 




 

B&G FOODS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets
(Dollars in thousands, except per share data)

 

 

December 30,
2006

 

December 31,
2005

 

 

 

(Unaudited)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

29,626

 

$

25,429

 

Trade accounts receivable, less allowance for doubtful
accounts and discounts of $568 in 2006 and $556 in
2005, respectively

 

31,090

 

31,869

 

Inventories

 

78,269

 

85,530

 

Prepaid expenses

 

3,246

 

3,249

 

Assets held for sale

 

 

750

 

Income tax receivable

 

516

 

618

 

Deferred income taxes

 

2,574

 

3,381

 

Total current assets

 

145,321

 

150,826

 

 

 

 

 

 

 

Property, plant and equipment, net

 

40,269

 

40,190

 

Goodwill

 

198,076

 

189,028

 

Trademarks

 

200,220

 

194,264

 

Customer relationship intangibles, net

 

14,369

 

 

Net deferred financing costs and other assets

 

17,950

 

19,867

 

Total assets

 

$

616,205

 

$

594,175

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

21,520

 

26,337

 

Accrued expenses

 

16,520

 

16,413

 

Dividends payable

 

4,240

 

4,240

 

Total current liabilities

 

42,280

 

46,990

 

 

 

 

 

 

 

Long-term debt

 

430,800

 

405,800

 

Other liabilities

 

4,972

 

245

 

Deferred income taxes

 

62,666

 

57,866

 

Total liabilities

 

540,718

 

510,901

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.01 par value per share. Authorized
1,000,000 shares; no shares issued and outstanding at
December 30, 2006 and December 31, 2005

 

 

 

Class A common stock, $0.01 par value per share.
Authorized 100,000,000 shares; issued and
outstanding 20,000,000 shares at December 30, 2006
and December 31, 2005

 

200

 

200

 

Class B common stock, $0.01 par value per share.
Authorized 25,000,000 shares; issued and outstanding
7,556,443 shares at December 30, 2006 and
December 31, 2005

 

76

 

76

 

Additional paid-in capital

 

119,152

 

136,112

 

Accumulated other comprehensive loss

 

(1,904

)

(57

)

Accumulated deficit

 

(42,037

)

(53,057

)

Total stockholders’ equity

 

75,487

 

83,274

 

Total liabilities and stockholders’ equity

 

$

616,205

 

$

594,175

 

 

 




 

B&G FOODS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations
(Dollars in thousands, except per share data)

 

 

Thirteen Weeks Ended

 

Fifty-two Weeks Ended

 

 

 

December 30,
2006

 

December 31,
2005

 

December 30,
2006

 

December 31,
2005

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

111,207

 

$

102,719

 

$

411,306

 

$

379,262

 

Cost of goods sold

 

82,576

 

76,932

 

297,053

 

271,929

 

Cost of goods sold—restructuring charge

 

 

295

 

 

3,839

 

Gross profit

 

28,631

 

25,492

 

114,253

 

103,494

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales, marketing and distribution expenses

 

11,812

 

10,298

 

45,343

 

41,522

 

General and administrative expenses

 

2,632

 

1,941

 

7,688

 

6,965

 

Gain on sale of property, plant and equipment

 

 

 

(525

)

 

Amortization expense—customer relationships

 

189

 

 

731

 

 

Operating income

 

13,998

 

13,253

 

61,016

 

55,007

 

 

 

 

 

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

10,685

 

10,447

 

43,481

 

41,767

 

Income before income tax expense

 

3,313

 

2,806

 

17,535

 

13,240

 

Income tax expense

 

444

 

1,155

 

5,962

 

5,235

 

Net income

 

$

2,869

 

$

1,651

 

$

11,573

 

$

8,005

 

 

 

 

 

 

 

 

 

 

 

Earnings per share calculations:

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted distributed earnings:

 

 

 

 

 

 

 

 

 

Class A common stock

 

$

0.21

 

$

0.21

 

$

0.85

 

$

0.85

 

Basic and diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Class A common stock

 

$

0.16

 

$

0.12

 

$

0.65

 

$

0.53

 

Class B common stock

 

$

(0.05

)

$

(0.09

)

$

(0.20

)

$

(0.33

)

 

 




 

Reconciliation of EBITDA and Adjusted EBITDA to Net Cash Provided by Operating Activities (dollars in thousands).

 

 

Thirteen Weeks Ended

 

Fifty-two Weeks Ended

 

 

 

December 30,
2006

 

December 31,
2005

 

December 30,
2006

 

December 31,
2005

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

2,869

 

$

1,651

 

$

11,573

 

$

8,005

 

Income tax expense

 

444

 

1,155

 

5,962

 

5,235

 

Interest expense, net

 

10,685

 

10,447

 

43,481

 

41,767

 

Depreciation and amortization

 

2,121

 

1,783

 

7,984

 

6,912

 

EBITDA (1)

 

16,119

 

15,036

 

69,000

 

61,919

 

Cost of goods sold—restructuring charge (2)

 

 

295

 

 

3,839

 

Adjusted EBITDA (1)

 

16,119

 

15,331

 

69,000

 

65,758

 

Income tax expense

 

(444

)

(1,155

)

(5,962

)

(5,235

)

Interest expense, net

 

(10,685

)

(10,447

)

(43,481

)

(41,767

)

Deferred income taxes

 

1,255

 

148

 

6,165

 

4,795

 

Amortization of deferred financing costs and bond discount

 

708

 

697

 

2,830

 

2,791

 

Costs relating to early extinguishment of debt

 

 

 

 

 

Gain on sale of property, plant and equipment (2)

 

 

 

(525

)

 

Restructuring charge—cash portion (2)

 

 

(176

)

 

(769

)

Changes in assets and liabilities, net of effects of business combination

 

7,642

 

6,599

 

4,744

 

(3,050

)

Net   cash provided by operating activities

 

$

14,595

 

$

10,997

 

$

32,771

 

$

22,523

 


(1)             We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization.  We define adjusted EBITDA as EBITDA as adjusted for restructuring charges incurred in fiscal 2005.  We believe that the most directly comparable GAAP financial measure to EBITDA and adjusted EBITDA is net cash provided by operating activities.  We present EBITDA and adjusted EBITDA because we believe they are useful indicators of our historical debt capacity and ability to service debt.  We also present this discussion of EBITDA and adjusted EBITDA because covenants in our credit facility and the indentures governing the senior notes and the senior subordinated notes contain ratios based on these measures. EBITDA and adjusted EBITDA are not substitutes for operating income or net income, as determined in accordance with generally accepted accounting principles.  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, if any, and pay its income taxes and dividends, if any, and in the case of adjusted EBITDA, cash used to restructure operations.  Rather, EBITDA and adjusted EBITDA are two potential indicators of an entity’s ability to fund these cash requirements.  EBITDA and adjusted EBITDA also 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 and income taxes and in the case of adjusted EBITDA, the cost to restructure operations.  EBITDA and adjusted EBITDA, as we define them, may differ from similarly named measures used by other entities.

(2)             On July 1, 2005, we closed our New Iberia, Louisiana, manufacturing facility as part of our ongoing efforts to improve our production capacity utilization, productivity, and operating efficiencies and lower our overall costs.  In fiscal 2005, we recorded a charge of $3.8 million, of which $0.3 million was recorded during the fourth quarter of 2005.  The charge associated with the plant closing included a cash charge for employee compensation and other costs of $0.8 million and a non-cash charge for the impairment of property, plant, equipment and inventory of $3.0 million.  We sold the New Iberia, Louisiana, manufacturing facility on July 9, 2006 and recognized a gain of $0.5 million on the sale.