EX-99.2 4 a12-5028_1ex99d2.htm UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF B&G FOODS, INC.

Exhibit 99.2

 

B&G Foods, Inc. and Subsidiaries

Unaudited Pro Forma Combined Financial Statements

 

On November 30, 2011, pursuant to an agreement entered into on October 28, 2011, B&G Foods, Inc. and its subsidiaries completed the acquisition of the Mrs. Dash, Molly McButter, Sugar Twin, Baker’s Joy, Static Guard and Kleen Guard brands, from Conopco, Inc. dba Unilever and certain of its affiliates, for approximately $326.0 million in cash, subject to a post-closing inventory adjustment.  We refer to this acquisition as the Culver Specialty Brands acquisition.  In connection with the Culver Specialty Brands acquisition, we entered into a new $575.0 million senior secured credit agreement, which includes a $200.0 million revolving credit facility, $150.0 million of tranche A term loans and $225.0 million of tranche B term loans.  The proceeds of the term loan borrowings, $25.0 million of revolving loans and cash on hand were used to repay all $130.0 million of outstanding borrowings under our prior credit agreement, fund the acquisition purchase price and pay related transaction fees and expenses.

 

The unaudited pro forma combined balance sheet at October 1, 2011 combines our historical consolidated balance sheet at October 1, 2011 with the statement of assets acquired of Culver Specialty Brands at September 30, 2011, and gives effect to the Culver Specialty Brands acquisition and related financing as if such transactions occurred on October 1, 2011.  The unaudited pro forma combined statements of operations for the three quarters ended October 1, 2011 and the year ended January 1, 2011 combines our historical consolidated statements of operations for the periods then ended with the statements of net revenues and direct expenses of Culver Specialty Brands for the three quarters ended September 30, 2011 and its fiscal year ended September 30, 2010, and gives effect to the Culver Specialty Brands acquisition and related financing as if such transactions occurred on January 3, 2010.

 

The Culver Specialty Brands acquisition has been accounted for by the acquisition method of accounting.  The pro forma combined financial information sets forth the preliminary allocation of the purchase price for the Culver Specialty Brands acquisition based upon the estimated fair value of the assets acquired at the date of acquisition using available information.  The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures.

 

The unaudited pro forma combined financial information set forth below reflects pro forma adjustments that are based upon available information and certain assumptions that we believe are reasonable.  The unaudited pro forma combined financial information does not purport to represent our results of operations or financial position that would have resulted had the Culver Specialty Brands acquisition and related financing transaction to which pro forma effect is given been consummated as of the dates indicated.  Additionally, the unaudited pro forma combined statements of operations should not be considered indicative of expected future results.  Furthermore, no effect has been given in the unaudited pro forma combined statements of operations for synergistic benefits that may be realized through the combination of B&G Foods and Culver Specialty Brands or the costs that will be incurred in integrating the operations of Culver Specialty Brands.

 

The unaudited pro forma combined financial statements and accompanying notes should be read in conjunction with the historical financial statements and the notes thereto for B&G Foods that are included in our Annual Report on Form 10-K for the Year Ended January 1, 2011 filed with the Securities and Exchange Commission (SEC) on March 1, 2011, our Quarterly Report on Form 10-Q for the period ended October 1, 2011 filed with the SEC on October 25, 2011, and the historical financial statements of Culver Specialty Brands that are filed as Exhibit 99.1 to our Current Report on Form 8-K/A filed on February 15, 2012.

 



 

B&G Foods, Inc. and Subsidiaries

Unaudited Pro Forma Combined Balance Sheet

October 1, 2011

(Dollars in thousands, except per share amounts)

 

 

 

Historical

 

 

 

 

 

 

 

B&G Foods(1)

 

Culver Specialty
Brands
(2)

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

98,107

 

$

 

$

(76,764

)(3)

$

21,343

 

Trade accounts receivable, net

 

33,282

 

 

 

33,282

 

Inventories

 

94,277

 

7,782

 

 

102,059

 

Prepaid expenses

 

2,129

 

188

 

 

2,317

 

Income tax receivable

 

3,136

 

 

 

3,136

 

Deferred income taxes

 

1,589

 

 

90

(4)

1,679

 

Total current assets

 

232,520

 

7,970

 

(76,674

)

163,816

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

60,610

 

137

 

 

60,747

 

Goodwill

 

253,744

 

 

8,603

(4)

262,347

 

Other intangibles, net

 

327,088

 

318,231

 

(9,031

)(4)

636,288

 

Other assets

 

8,960

 

 

16,346

(5)

25,306

 

Total assets

 

$

882,922

 

$

326,338

 

$

(60,756

)

$

1,148,504

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

28,072

 

$

 

$

 

$

28,072

 

Current portion of long-term debt

 

 

 

9,750

(3)

9,750

 

Accrued expenses

 

20,180

 

 

 

20,180

 

Dividends payable

 

10,017

 

 

 

10,017

 

Total current liabilities

 

58,269

 

 

9,750

 

68,019

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

477,988

 

 

257,250

(3)

735,238

 

Other liabilities

 

2,083

 

 

 

2,083

 

Deferred income taxes

 

107,351

 

 

 

107,351

 

Total liabilities

 

645,691

 

 

267,000

 

912,691

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued and outstanding

 

 

 

 

 

Common stock, $0.01 par value per share. Authorized 125,000,000 shares; issued and outstanding 47,700,132 shares

 

477

 

 

 

477

 

Additional paid-in-capital

 

169,556

 

 

 

169,556

 

Accumulated other comprehensive loss

 

(6,131

)

 

 

(6,131

)

Retained earnings

 

73,329

 

 

(1,418

)(3)

71,911

 

Total stockholders’ equity

 

237,231

 

 

(1,418

)

235,813

 

Total liabilities and stockholders’ equity

 

$

882,922

 

$

 

$

265,582

 

$

1,148,504

 

 

See accompanying notes to unaudited pro forma combined financial statements.

 

2



 

B&G Foods, Inc. and Subsidiaries
Unaudited Pro Forma Combined Statement of Operations
Year ended January 1, 2011
(In thousands, except per share data)

 

 

 

Historical

 

 

 

 

 

 

 

B&G
Foods
(6)

 

Culver Specialty
Brands
(7)

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

513,337

 

$

88,017

 

$

 

$

601,354

 

Cost of goods sold

 

345,668

 

34,196

 

 

379,864

 

Gross profit

 

167,669

 

53,821

 

 

221,490

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales, general and administrative

 

56,495

 

20,161

 

 

76,656

 

Amortization expense

 

6,457

 

 

1,540

(4)

7,997

 

Operating income

 

104,717

 

33,660

 

(1,540

)

136,837

 

 

 

 

 

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

40,342

 

 

7,220

(8)

47,562

 

Loss on extinguishment of debt

 

15,224

 

 

 

15,224

 

Income before income tax expense

 

49,151

 

33,660

 

(8,760

)

74,051

 

Income tax expense

 

16,772

 

 

9,014

(9)

25,786

 

Net income

 

$

32,379

 

$

33,660

 

$

(17,774

)

$

48,265

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

47,584

 

 

 

47,584

 

Diluted

 

48,284

 

 

 

48,284

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.68

 

N/A

 

N/A

 

$

1.01

 

Diluted

 

$

0.67

 

N/A

 

N/A

 

$

1.02

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.68

 

N/A

 

N/A

 

$

0.68

 

 

See accompanying notes to unaudited pro forma combined financial statements.

 

3



 

B&G Foods, Inc. and Subsidiaries
Unaudited Pro Forma Combined Statement of Operations
Three Quarters Ended October 1, 2011
(In thousands, except per share data)

 

 

 

Historical

 

 

 

 

 

 

 

B&G
Foods
(6)

 

Culver Specialty
Brands
(7)

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

393,868

 

$

65,684

 

$

 

$

459,552

 

Cost of goods sold

 

265,382

 

26,841

 

 

292,223

 

Gross profit

 

128,486

 

38,843

 

 

167,329

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales, general and administrative

 

41,069

 

14,057

 

 

55,126

 

Amortization expense

 

4,913

 

 

1,155

(4)

6,068

 

Operating income

 

82,504

 

24,786

 

(1,155

)

106,135

 

 

 

 

 

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

24,854

 

 

10,820

(8)

35,674

 

Income before income tax expense

 

57,650

 

24,786

 

(11,975

)

70,461

 

Income tax expense

 

19,662

 

 

4,625

(9)

24,287

 

Net income

 

$

37,988

 

$

24,786

 

$

(16,600

)

$

46,174

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

47,903

 

 

 

47,903

 

Diluted

 

48,574

 

 

 

48,574

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.79

 

N/A

 

N/A

 

$

0.96

 

Diluted

 

$

0.78

 

N/A

 

N/A

 

$

0.95

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.63

 

N/A

 

N/A

 

$

0.63

 

 

See accompanying notes to unaudited pro forma combined financial statements.

 

4



 

B&G Foods, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Combined Financial Statements

 


Notes to Unaudited Pro Forma Combined Balance Sheet

 

(1)                                  Represents our historical unaudited consolidated balance sheet as of October 1, 2011.

 

(2)                                  Represents the historical combined statement of assets acquired of Culver Specialty Brands as of September 30, 2011.

 

(3)                                  Net change in cash is as follows (dollars in thousands):

 

Debt incurred under new credit agreement for the acquisition:

 

 

 

Tranche A term loans due 2016, net of debt discount of $750

 

$

149,250

 

Tranche B term loans due 2018, net of debt discount of $2,250

 

222,750

 

Revolving credit facility

 

25,000

 

Less: Prepayment and retirement of term loan due 2013 under prior credit agreement

 

(130,000

)

Incremental borrowings, net

 

267,000

 

 

 

 

 

Cash purchase price

 

326,000

 

Acquisition-related transaction costs

 

1,418

 

Deferred debt financing charges

 

16,346

 

Total reductions

 

343,764

 

 

 

 

 

Net cash used for the acquisition and related financing transaction

 

$

(76,764

)

 

Approximately $9.8 million of the $267.0 million of incremental borrowings is due in the next twelve months.

 

(4)                                  The assumed total purchase price for the Culver Specialty Brands acquisition was approximately $326.0 million. The following table sets forth the preliminary allocation of the Culver Specialty Brands purchase price to the estimated fair value of the net assets acquired at the date of acquisition.  Inventory has been recorded at estimated selling price less costs of disposal and a reasonable profit.  Equipment has been recorded at estimated fair value.  A third party valuation specialist assisted us with our determination of the valuation for the intangible assets acquired (including trademarks and customer relationship intangibles).  The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation.  We anticipate completing the purchase price allocation in the second quarter of fiscal 2012.

 

(Dollars in thousands)

 

 

 

Deferred taxes

 

$

90

 

Equipment

 

137

 

Prepaid expenses

 

188

 

Inventory

 

7,782

 

Goodwill

 

8,603

 

Customer relationship intangibles — amortizable intangible assets

 

30,800

 

Trademarks — indefinite life intangible assets

 

278,400

 

Total preliminary purchase price

 

$

326,000

 

 

5



 

Acquired customer relationship intangibles

 

$

30,800

 

Acquired trademarks

 

278,400

 

Less historical CSB intangibles

 

(318,231

)

Net adjustment to other intangibles

 

$

(9,031

)

 

The excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired represents goodwill.  Equipment is depreciated over the estimated remaining useful life of the equipment of 3 years.  Trademarks are deemed to have an indefinite useful life and are not amortized.  Customer relationship intangibles acquired in the Culver Specialty Brands acquisition are amortized over their estimated useful lives of 20 years.

 

(5)                                  Reflects deferred financing charges incurred in connection with the new senior secured credit agreement we entered into to finance the acquisition and repay all outstanding borrowings under our prior credit agreement.  The deferred financing charges will be amortized over five years for the tranche A term loans and revolving credit facility and seven years for the tranche B term loans.

 

Notes to Unaudited Pro Forma Combined Statements of Operations

 

(6)                                  Represents our consolidated results of operations for our fiscal year ended January 1, 2011 and the three quarters ended October 1, 2011.

 

(7)                                  Represents the historical statements of net revenues and direct expenses for Culver Specialty Brands for its fiscal year ended September 30, 2010 and the three quarters ended September 30, 2011.  The historical statement of net revenues and direct expenses for Culver Specialty Brands for the three quarters ended September 30, 2011 was derived from the historical statement of net revenues and direct expenses for Culver Specialty Brands for its fiscal year ended September 30, 2011 less the first quarter of the fiscal year ended September 30, 2011.

 

(8)                                  Adjustment to our historical interest expense to reflect our incurrence of an incremental $267.0 million of borrowings, amortization of debt discount and amortization of deferred financing costs relating to such additional borrowings (dollars in thousands):

 

 

 

October 1,
2011

 

January 1,
2011

 

Interest expense relating to:

 

 

 

 

 

Existing senior notes due 2018 ($350,000 at 7.625%)

 

$

20,016

 

$

26,688

 

Debt incurred under new credit agreement for the acquisition:

 

 

 

 

 

Revolving loans ($25,000 at 3.27%)

 

614

 

818

 

Tranche A term loans due 2016 ($150,000 at 3.27%)

 

3,679

 

4,905

 

Tranche B term loans due 2018 ($225,000 at 4.5%)

 

7,594

 

10,125

 

Amortization of debt discount

 

599

 

798

 

Amortization of deferred debt issuance costs

 

3,172

 

4,228

 

Total pro forma interest expense

 

$

35,674

 

$

47,562

 

Less historical interest expense from prior credit agreement

 

24,854

 

40,342

 

Adjustment to interest expense

 

$

10,820

 

$

7,220

 

 

Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A term loan facility, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 1.50% to 2.00%, and LIBOR plus an applicable margin ranging from 2.50% to

 

6



 

3.00%, in each case depending on our consolidated leverage ratio.  Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin of 2.50%, and LIBOR plus an applicable margin of 3.50%, in each case subject to a 1.0% LIBOR floor.  If the LIBOR rate was to increase or decrease by 0.125% from the rates assumed in the table above, pro forma interest expense would change by approximately $0.2 million for the three quarters ended October 1, 2011 and $0.2 million for the fiscal year ended January 1, 2011.

 

(9)                                  Adjustment to reflect income tax expense on the results of operations of Culver Specialty Brands and the pro forma adjustments for the year ended September 30, 2010 and three quarters ended September 30, 2011 using statutory income tax rates of 36.2% and 36.1% (federal and state), respectively.  Income tax expense was not allocated to Culver Specialty Brands in the pre-acquisition statements of net revenues and direct expenses.

 

7