B&G Foods (NYSE:BGF)
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B&G Foods, Inc. (NYSE: BGS, BGF), a manufacturer and distributor of
high-quality, shelf-stable foods, today announced financial results for
the thirteen weeks ended June 30, 2007 (second quarter of 2007) and the
twenty-six weeks ended June 30, 2007 (first two quarters of 2007).
Financial Results for the Second Quarter of 2007
Net sales for the second quarter of 2007 increased 12.3% to $118.2
million from $105.3 million for the thirteen weeks ended July 1, 2006
(second quarter of 2006). Excluding the impact of the Cream of Wheat
acquisition and the termination of a temporary co-packing arrangement,
net sales increased $1.6 million or 1.5% relating to increases in sales
price and unit volume. The Cream of Wheat acquisition accounted
for $12.4 million of the net sales increase offset by a decrease in net
sales of $1.1 million relating to the termination of the temporary
co-packing arrangement.
Gross profit for the second quarter of 2007 increased 31.4% to $37.3
million from $28.4 million in the second quarter of 2006. Gross profit
expressed as a percentage of net sales increased 4.6% to 31.6% for the
second quarter of 2007 from 27.0% in the second quarter of 2006. The
increase in gross profit expressed as a percentage of net sales was
primarily due to the positive effect of the Cream of Wheat acquisition,
which improved B&G Foods’ overall gross
profit expressed as a percentage of net sales by 4.1%. Operating income
increased 46.7% to $21.5 million for the second quarter of 2007, from
$14.7 million in the second quarter of 2006.
Net income was $3.7 million for the second quarter of 2007 compared to
$2.3 million for the second quarter of 2006. Earnings per share of Class
A common stock increased to $0.17 for the second quarter of 2007 from
$0.14 in the second quarter of 2006 and loss per share of Class B common
stock for the second quarter of 2007 was $0.13 compared to $0.07 for the
second quarter of 2006. During the second quarter of 2007, earnings per
share of Class A common stock were impacted by the substantial increase
in weighted average shares of Class A common stock outstanding to 26.1
million shares for second quarter of 2007 from 20.0 million shares for
the second quarter of 2006 as a result of the Class A offering described
below. Loss per share of Class B common stock was impacted by the
substantial decrease in weighted average shares of Class B common stock
outstanding to 4.8 million shares for second quarter of 2007 from 7.6
million shares in the second quarter of 2006 in connection with the
Class A offering.
For the second quarter of 2007, EBITDA (see “About
Non-GAAP Financial Measures” below) increased
48.4% to $25.0 million from $16.8 million for the second quarter of 2006.
David L. Wenner, Chief Executive Officer of B&G Foods, stated, “The
company’s second quarter performance reflects
successful pricing initiatives and ongoing effective cost management, as
well as positive contributions from our recently-acquired Cream of
Wheat business. During the quarter we were delighted to complete the
initial public offering of our Class A common stock as a separately
traded security. We believe that our new capital structure and reduced
leverage leave us exceptionally well-positioned to continue to execute
our growth strategies and to pursue attractive acquisition opportunities.”
Financial Results for the First Two Quarters of 2007
Net sales for the first two quarters of 2007 increased 12.0% to $221.9
million from $198.2 million in the comparable period of fiscal 2006.
Excluding the impact of Cream of Wheat acquisition and the
termination of a temporary co-packing arrangement, net sales increased
$6.2 million or 3.2% relating to increases in sales price and unit
volume. The Cream of Wheat acquisition accounted for $18.8
million of the net sales increase offset by a decrease in net sales of
$1.3 million relating to the termination of the temporary co-packing
arrangement.
Gross profit for the first two quarters of 2007 increased 24.4% to $70.0
million from $56.3 million in the comparable period of last year. Gross
profit expressed as a percentage of net sales increased 3.1% to 31.5% in
the first two quarters of 2007 from 28.4% in the comparable period of
fiscal 2006. The increase in gross profit expressed as a percentage of
net sales was primarily due to the positive effect of the Cream of
Wheat acquisition, which improved overall gross profit expressed as
a percentage of net sales by 3.0%. Operating income increased 32.4% to
$40.2 million during the first two quarters of 2007, compared to $30.4
million in the comparable period of fiscal 2006.
Net income was $7.8 million for the first two quarters of 2007 compared
to $5.3 million for the comparable period of fiscal 2006. For the first
two quarters of 2007, earnings per share of Class A common stock
increased to $0.38 from $0.30 for the comparable period of fiscal 2006
and loss per share of Class B common stock for the first two quarters of
2007 was $0.14 compared to $0.12 for the comparable period of fiscal
2006. During the first two quarters of 2007, earnings per share of Class
A common stock were impacted by the substantial increase in weighted
average shares of Class A common stock outstanding to 23.0 million
shares for the first two quarters of 2007 from 20.0 million shares for
the first two quarters of 2006 as a result of the Class A offering
described below. Loss per share of Class B common stock was impacted by
the substantial decrease in weighted average shares of Class B common
stock outstanding to 6.2 million shares for the first two quarters of
2007 from 7.6 million shares for the first two quarters of 2006 in
connection with the Class A offering.
For the first two quarters of 2007, EBITDA increased 34.4% to $46.1
million from $34.3 million for the first two quarters of 2006.
Class A Common Stock Offering
As previously reported, during the second quarter of 2007, B&G Foods
closed its initial public offering of 15,985,000 shares of its Class A
common stock as a separately traded security, which includes 2,085,000
shares issued pursuant to the fully exercised underwriters’
option to purchase additional shares, at $13.00 per share. The
separately traded Class A common stock trades on the New York Stock
Exchange under the trading symbol “BGS”
and trades separately from B&G Foods’
Enhanced Income Securities, each of which represents one share of Class
A common stock and $7.15 principal amount of 12% senior subordinated
notes due 2016 and trade on the New York Stock Exchange under the
trading symbol “BGF.”
The proceeds of the offering, after deducting underwriting discounts and
commissions and other fees and expenses, were $193.2 million. In
connection with the offering, B&G Foods repurchased 6,762,455
outstanding shares of its Class B common stock for $82.4 million, and
the remaining 793,988 shares of its outstanding Class B common stock
were exchanged for an equal number of shares of Class A common stock.
B&G Foods also prepaid $100.0 million of its term loan borrowings under
its senior secured credit facility. B&G Foods expects to use the
remaining net proceeds of the offering for general corporate purposes.
As of July 25, 2007, B&G Foods had 36,778,988 shares of Class A common
stock issued and outstanding, 17,290,567 of which were held in the form
of EISs and 19,488,421 of which were held separate from EISs. As of July
25, 2007, the registrant had no shares of Class B common stock issued or
outstanding.
Conference Call
B&G Foods will hold a webcast and conference call at 4:30 pm ET today,
July 30, 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
Relations—Company 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) 811-8824 or for international callers by dialing (913)
981-4903.
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 6414562. The replay will be
available from July 30, 2007 through August 6, 2007.
About Non-GAAP Financial Measures
EBITDA (net income before net interest expense, income taxes,
depreciation and amortization) is a “non-GAAP
(Generally Accepted Accounting Principles) financial measure.”
A non-GAAP financial measure is defined as 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. A
reconciliation of EBITDA with net income and net cash provided by (used
in) operating activities is included below for the second quarter and
first two quarters of 2007 and the second quarter and first two quarters
of 2006, along with the components of 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, Sa-són Ac’cent,
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.
B&G Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
(Unaudited)
Assets
June 30, 2007
December 30, 2006
Current assets:
Cash and cash equivalents
$
37,426
$
29,626
Trade accounts receivable, net
32,318
31,090
Inventories
90,255
78,269
Prepaid expenses
2,762
3,246
Income tax receivable
577
516
Deferred income taxes
2,574
2,574
Total current assets
165,912
145,321
Property, plant and equipment, net of accumulated depreciation of
$51,394 and $47,720
46,086
40,269
Goodwill
253,763
198,076
Trademarks
227,220
200,220
Customer relationship intangibles, net
125,993
14,369
Net deferred financing costs and other assets
20,599
17,950
Total assets
$
839,573
$
616,205
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable
$
23,828
$
21,520
Accrued expenses
16,685
16,520
Dividends payable
7,797
4,240
Total current liabilities
48,310
42,280
Long-term debt
535,800
430,800
Other liabilities
4,771
4,972
Deferred income taxes
67,281
62,666
Total liabilities
656,162
540,718
Stockholders’ equity:
Preferred stock, $0.01 par value per share. Authorized 1,000,000
shares; no shares issued or outstanding
—
—
Class A common stock, $0.01 par value per share. Authorized
100,000,000 shares; 36,778,988 and 20,000,000 shares issued and
outstanding as of June 30, 2007 and December 30, 2006, respectively
368
200
Class B common stock, $0.01 par value per share. Authorized
25,000,000 shares; no shares issued or outstanding as of June 30,
2007 and 7,556,443 shares issued and outstanding as of December 30,
2006
—
76
Additional paid-in capital
217,832
119,152
Accumulated other comprehensive loss
(563
)
(1,904
)
Accumulated deficit
(34,226
)
(42,037
)
Total stockholders’ equity
183,411
75,487
Total liabilities and stockholders’ equity
$
839,573
$
616,205
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
Thirteen Weeks Ended
Twenty-six Weeks Ended
June 30, 2007
July 1, 2006
June 30, 2007
July 1, 2006
Net sales
$
118,204
$
105,265
$
221,949
$
198,245
Cost of goods sold
80,881
76,862
151,943
141,976
Gross profit
37,323
28,403
70,006
56,269
Operating expenses:
Sales, marketing and distribution expenses
12,566
11,588
24,070
22,069
General and administrative expenses
1,598
1,775
3,428
3,463
Amortization expense—customer
relationships
1,613
354
2,276
354
Operating income
21,546
14,686
40,232
30,383
Other expenses:
Interest expense, net
15,529
10,929
27,654
21,787
Income before income tax expense
6,017
3,757
12,578
8,596
Income tax expense
2,280
1,448
4,767
3,335
Net income
$
3,737
$
2,309
7,811
5,261
Earnings per share calculations:
Basic and diluted distributed earnings per share (1):
Class A common stock
$
0.30
$
0.21
$
0.52
$
0.42
Basic and diluted earnings (loss) per share:
Class A common stock
$
0.17
$
0.14
$
0.38
$
0.30
Class B common stock
$
(0.13
)
$
(0.07
)
$
(0.14
)
$
(0.12
)
(1) “Distributed earnings”
differs from actual per share amounts paid as dividends as the earnings
per share computation under GAAP requires the use of the weighted
average rather than the actual number of shares outstanding.
B&G Foods, Inc. and Subsidiaries
Reconciliation of EBITDA to Net Income and to Net Cash (Used
in) Provided by Operating Activities
(Dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
Twenty-six Weeks Ended
June 30, 2007
July 1, 2006
June 30, 2007
July 1, 2006
Net income
$
3,737
$
2,309
$
7,811
$
5,261
Income tax expense
2,280
1,448
4,767
3,335
Interest expense, net
15,529
10,929
27,654
21,787
Depreciation and amortization
3,405
2,133
5,863
3,904
EBITDA(1)
24,951
16,819
46,095
34,287
Income tax expense
(2,280
)
(1,448
)
(4,767
)
(3,335
)
Interest expense, net
(15,529
)
(10,929
)
(27,654
)
(21,787
)
Deferred income taxes
1,766
1,178
3,842
2,794
Amortization of deferred financing costs
832
704
1,605
1,412
Write off of deferred debt issuance costs
1,769
—
1,769
—
Changes in assets and liabilities, net of effects of business
combination
(13,624
)
(928
)
(9,060
)
673
Net cash (used in) provided by operating activities
$
(2,115
)
$
5,396
$
11,830
$
14,044
(1) EBITDA is a measure used by management to measure operating
performance. EBITDA is defined as net income before net interest
expense, income taxes, depreciation, and amortization. Management
believes that it is useful to eliminate net interest expense, income
taxes, depreciation and amortization 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 facility and the indentures governing the senior
notes and the senior subordinated notes contain ratios based on these
measures. 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, if any, and pay its income taxes and
dividends, if any. Rather, EBITDA is a potential indicator of an entity’s
ability to fund these cash requirements. EBITDA also 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 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.