B&G Foods Announces Fourth Quarter and Fiscal 2004 Financial Results.PARSIPPANY, N.J. -- B&G Foods, Inc. (AMEX AMEX See: American Stock Exchange : BGF BGF Black Guerrilla Family (Afro-American prison gang symbol/tattoo) BGF Boursier du Gouvernement Français (French) BGF Black Guerilla Family (gang) BGF Best Guy Friend ), a manufacturer and distributor of high quality, shelf-stable foods, today announced financial results for the thirteen weeks and fifty-two Adj. 1. fifty-two - being two more than fifty 52, lii cardinal - being or denoting a numerical quantity but not order; "cardinal numbers" weeks ended January January: see month. 1, 2005. Financial Results For The Fifty-Two Weeks Ended January 1, 2005 Net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight for the fifty-two weeks ended January 1, 2005 increased 13.5% to $372.8 million from $328.4 million for the fifty-three weeks ended January 3, 2004. Gross profit for the year ended January 1, 2005 increased 9.6% to $111.9 million from $102.2 million in the comparable period last year. In the fourth quarter of fiscal 2004, B&G Foods incurred transaction related compensation expenses of $9.9 million. As a result of these transaction related expenses, operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. decreased 4.2% to $53.6 million during fiscal 2004, from $55.9 million in fiscal 2003. For the year ended January 1, 2005, adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become (see "About Non-GAAP Financial Measures" below), which excludes transaction related expenses, increased 13.3% to $70.2 million from $61.9 million, and net income available to common stockholders increased to $9.3 million in fiscal 2004 from $1.8 million in fiscal 2003. Diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of was $1.19 for Class A common stock and $0.31 for Class B common stock in fiscal 2004. David L. Wenner, Chief Executive Officer of B&G Foods, stated, "We are pleased with our performance in fiscal 2004. While the majority of our revenue growth in fiscal 2004 came from the Ortega acquisition that was completed in August 2003, our portfolio of other brands provided consistent performance. In addition, with the completion of our initial public offering of EISs and the concurrent At the same time. It implies that multiple processes are taking place simultaneously. See concurrent operation. offerings in the fourth quarter of fiscal 2004 combined with cash flow from operations Cash flow from operations A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses for the full fiscal year, we finished the fiscal year with over $28.5 million in cash." Financial Results for the Thirteen Weeks Ended January 1, 2005 Net sales in the thirteen weeks ended January 1, 2005 decreased 4.8% to $96.4 million from $101.2 million in the fourteen weeks ended January 3, 2004. Gross profit for the thirteen weeks ended January 1, 2005 decreased 18.6% to $26.5 million from $32.5 million in the comparable period last year. Operating income decreased to $3.9 million during the thirteen weeks ended January 1, 2005, from $17.4 million in the fourteen weeks ended January 3, 2004. Adjusted EBITDA (see "About Non-GAAP Financial Measures" below) in the thirteen weeks ended January 1, 2005, which excludes transaction related expenses, decreased to $15.5 million from $19.2 million in the thirteen weeks ended January 3, 2004. Net income (loss) available to common stockholders in the thirteen weeks ended January 1, 2005 increased to $5.0 million for the thirteen weeks ended January 1, 2005 from $2.3 million for the fourteen weeks ended January 3,2004. Diluted earnings per share was $1.19 for Class A common stock and $(0.02) for Class B common stock for the thirteen weeks ended January 1, 2005. Conference Call B&G Foods will hold a webcast and conference call at 5:00 pm ET today, March 2, 2005. The call will be webcast live over the Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the from B&G Foods' website at http://www.bgfoods.com/ under the section titled "Webcast." Participants should follow the instructions provided on the website for the download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. 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 by dialing (888) 203-1112 or (719) 457-0820. The password is 9742111. The replay will be available from March 2, 2005 through March 9, 2005. About Non-GAAP Financial Measures Certain disclosures in this press release include "non-GAAP (Generally Accepted Accounting Principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting ) financial measures." A non-GAAP financial measure is defined as a numerical numerical expressed in numbers, i.e. Arabic numerals of 0 to 9 inclusive. numerical nomenclature a numerical code is used to indicate the words, or other alphabetical signals, intended. 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 Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). in our consolidated balance sheets consolidated balance sheet A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm. and related consolidated statements of operations, changes in stockholders' equity Stockholders' Equity The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets. and comprehensive income (loss) and cash flows. We present EBITDA (earnings before interest, net, taxes, depreciation and amortization) and adjusted EBITDA (EBITDA as adjusted for transaction related compensation expenses incurred in connection with our initial public offering, the concurrent offerings and the related transactions) 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 the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing gov·ern v. gov·erned, gov·ern·ing, gov·erns v.tr. 1. To make and administer the public policy and affairs of; exercise sovereign authority in. 2. our senior notes, our new revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility and the indenture governing our senior subordinated Subordinated A claim ranked lower in priority than other claims. Common stock claims are always subordinated to debt. 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 weeks and the fiscal year ended January 1, 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 diversified (di·verˑ·s portfolio of high-quality, shelf-stable foods across the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of and Puerto Rico Puerto Rico (pwār`tō rē`kō), island (2005 est. pop. 3,917,000), 3,508 sq mi (9,086 sq km), West Indies, c.1,000 mi (1,610 km) SE of Miami, Fla. . B&G Foods' products include Mexican-style sauces, pickles Pickles may refer to
vinegar, acetum - sour-tasting liquid produced usually by oxidation of the alcohol in wine or cider and used as a condiment or food preservative , maple syrup maple syrup: see under maple. , molasses molasses, sugar byproduct, the brownish liquid residue left after heat crystallization of sucrose (commercial sugar) in the process of refining. Molasses contains chiefly the uncrystallizable sugars as well as some remnant sucrose. , fruit spreads, pasta While the only basic difference between these names is the shape of the pasta, each pasta is typically matched with a particular sauce based on cooking time, consistency, ability to hold sauce, ease of eating, etc. sauces, beans See JavaBeans. , spices, salad dressings, marinades, taco kits, salsas Salsas is a Portuguese parish in the district of Bragança. The population in 2001 is 424, its density is 16.5/km² and the area is 25.76 km². and taco shells. B&G Foods competes in the retail grocery, food service, specialty store Noun 1. specialty store - a store that sells only one kind of merchandise shop, store - a mercantile establishment for the retail sale of goods or services; "he bought it at a shop on Cape Cod" , private label, club and mass merchandiser channels of distribution. Based in Parsippany, N.J., B&G Foods' products are marketed under many recognized brands, including Ac'cent, B&G, B&M, Brer Rabbit Brer Rabbit clever trickster. [Children’s Lit.: Uncle Remus] See : Mischievousness , Emeril's, Joan of Arc Joan of Arc, Fr. Jeanne D'Arc (zhän därk), 1412?–31, French saint and national heroine, called the Maid of Orléans; daughter of a farmer of Domrémy on the border of Champagne and Lorraine. , Las Palmas Las Palmas: see Palmas, Las, Spain. Las Palmas or Las Palmas de Gran Canaria Seaport city (pop., 2001: 354,863), northeastern Grand Canary Island, Spain. , Maple Grove Maple Grove might designate:
secobarbital, secobarbital sodium, Seconal , Regina Regina (rĭjī`nə), city (1991 pop. 179,178), provincial capital, S Sask., Canada, on Wascana Creek. The city is the distribution and service center for one of the world's largest wheat-growing areas. , San Del, Ac'cent Sa-Son, Trappey's, Underwood, Up Country Organics, Vermont Maid and Wright's. Enhanced Income Securities (EISs) (TM) is a trademark owned by Royal Bank of Canada Bank of Canada Canada's central bank, established under the Bank of Canada Act (1934). It was founded during the Great Depression to regulate credit and currency. The Bank acts as the Canadian government's fiscal agent and has the sole right to issue paper money. . Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. 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 which 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 for·ward-look·ing adj. Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan. Adj. 1. . 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)
January January
1, 3,
2005 2004
--------- ---------
Assets
Current assets:
Cash and cash equivalents $ 28,525 $ 8,092
Trade accounts receivable, less allowance for
doubtful accounts of $522 in 2004 and $526 in
2003, respectively 28,227 22,348
Inventories 79,109 80,789
Prepaid expenses 2,806 2,336
Income tax receivable 7,006 --
Deferred income taxes 1,782 115
--------- ---------
Total current assets 147,455 113,680
Property, plant and equipment, net 43,774 43,940
Goodwill 188,629 188,629
Trademarks 193,481 193,481
Other assets 22,613 10,209
--------- ---------
Total assets $595,952 $549,939
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt $ -- $ 1,500
Trade accounts payable 25,861 19,816
Accrued expenses 16,082 24,819
Dividends payable 3,728 --
Due to related party -- 208
--------- ---------
Total current liabilities 45,671 46,343
Long-term debt, excluding current maturities 405,800 367,296
Other liabilities 317 347
Deferred income taxes 51,903 42,774
--------- ---------
Total liabilities 503,691 456,760
--------- ---------
Mandatorily redeemable preferred stock:
Series C senior preferred stock, $0.01 par value
per share, liquidation value of $0 in 2004 and
$43,122 in 2003. Designated 25,000 shares;
issued and outstanding; zero shares in 2004 and
25,000 shares in 2003 -- 43,188
--------- ---------
Commitments and contingencies
Stockholders' equity:
13% Series A cumulative preferred stock, $0.01
par value per share, liquidation value of $0 in
2004 and $46,453 in 2003. Designated 22,000
shares; issued and outstanding zero shares in
2004 and 20,341 shares in 2003 -- --
13% Series B cumulative preferred stock, $0.01
par value per share, liquidation value of $0 in
2004 and $22,031 in 2003. Designated 35,000
shares; issued and outstanding zero shares in
2004 and 12,311 shares in 2003 -- --
Class A common stock, $0.01 par value per share.
Authorized 100,000,000 shares; issued and
outstanding 20,000,000 shares in 2004 and zero
shares in 2003 200 --
Class B common stock, $0.01 par value per share.
Authorized 25,000,000 shares in 2004 and
27,472,525 shares in 2003; issued and
outstanding 7,556,443 shares in 2004 and
11,593,394 shares in 2003. 76 116
Additional paid-in capital 156,800 31,214
Accumulated other comprehensive loss (25) (74)
(Accumulated deficit) retained earnings (64,790) 18,735
--------- ---------
Total stockholders' equity 92,261 49,991
--------- ---------
Total liabilities and stockholders' equity $595,952 $549,939
========= =========
B&G FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Dollars in thousands, except per share data)
Thirteen Fourteen
weeks weeks
ended ended Year Ended
--------------------- -------------------
January 1, January January January
2005 3, 2004 1, 2005 3, 2004
----------- --------- --------- ---------
(Unaudited) (Unaudited)
Net sales $96,401 $101,223 $372,754 $328,356
Cost of goods sold 69,930 68,699 260,814 226,174
----------- --------- --------- ---------
Gross profit 26,471 32,524 111,940 102,182
Operating expenses:
Sales, marketing and
distribution expenses 11,375 13,258 43,241 39,477
General and administrative
expenses 1,303 1,741 4,885 6,313
Management fees--related
party 11 125 386 500
Transaction related
compensation expenses 9,859 -- 9,859 --
Environmental clean-up
expenses -- -- -- --
----------- --------- --------- ---------
Operating income 3,923 17,400 53,569 55,892
Other expenses:
Interest expense, net 24,347 7,982 48,148 31,205
----------- --------- --------- ---------
Income (loss) before income
tax expense (20,424) 9,418 5,421 24,687
Income tax expense (benefit) (7,850) 3,747 2,126 9,519
----------- --------- --------- ---------
Net income (loss) $(12,574) $ 5,671 $ 3,295 $ 15,168
Preferred stock accretion -- 3,380 11,666 13,336
Gain on repurchase of
preferred stock (17,622) -- (17,622) --
----------- --------- --------- ---------
Net income available to
common stockholders $ 5,048 $ 2,291 $ 9,251 $ 1,832
=========== ========= ========= =========
Earnings per share
calculations:
Net income (loss) available
to common stockholders per
common share:
Basic and diluted
distributed earnings:
Class A common stock $ 0.88 $ -- $ 0.88 $ --
Earnings (loss) per
shares:
Basic Class A common
stock $ 1.25 $ -- $ 1.25 $ --
Basic Class B common
stock $ (0.02) $ 0.20 $ 0.37 $ 0.16
Diluted Class A common
stock $ 1.19 $ -- $ 1.19 $ --
Diluted Class B common
stock $ (0.02) $ 0.15 $ 0.31 $ 0.12
Reconciliation of EBITDA and Adjusted EBITDA to Net Cash Provided by
Operating Activities
Thirteen Fourteen
weeks weeks
ended ended Year Ended
------------ ---------- -------------------
January 1, January 3, January January
2005 2004 1, 2005 3, 2004
----------------------- -------------------
(Dollars in thousands)
(Unaudited) (Unaudited)
Net income (12,574) 5,671 3,295 15,168
Income taxes (7,850) 3,747 2,126 9,519
Interest expense, net(A) 24,347 7,982 48,148 31,205
Depreciation and amortization 1,752 1,782 6,723 6,014
----------- --------- --------- --------
EBITDA(C) 5,675 19,182 60,292 61,906
Transaction related
compensation expenses(B) 9,859 -- 9,859 --
----------- --------- --------- --------
Adjusted EBITDA 15,534 19,182 70,151 61,906
Income tax expense 7,850 (3,747) (2,126) (9,519)
Interest expense, net(A) (24,347) (7,982) (48,148) (31,205)
Transaction related
compensation expenses(B) (9,859) -- (9,859) --
Deferred income taxes 2,928 919 7,462 4,382
Amortization of deferred
financing and bond discount 607 642 2,532 2,839
Write-off of pre-existing
deferred debt issuance costs -- -- -- 1,831
Costs relating to the early
extinguishment of debt(A) 13,906 -- 13,906 --
Changes in assets and
liabilities, net of effects of
business combination 8,473 10,721 (10,888) (2,803)
----------- --------- --------- --------
Net cash provided by
operating activities $15,092 $19,735 $23,030 $27,431
=========== ========= ========= ========
(A) Interest expense, net includes $13.9 million of costs relating
to the early extinguishment of debt incurred in connection
with our initial public offering, the concurrent offerings and
the related transactions. Included in these costs are: $8.4
million for the write-off of deferred financing costs, $4.9
million for bond tender costs and $0.6 million for the payment
of bond discount.
(B) Transaction related compensation expenses, which were incurred
in connection with our initial public offering, the concurrent
offerings and the related transactions, include $6.0 million
for transaction bonuses and $3.9 million for our repurchase of
employee stock options.
(C) We define EBITDA as net income before interest expense, net,
income taxes, depreciation and amortization. We define
adjusted EBITDA as EBITDA as adjusted for the transaction
related compensation expenses incurred in connection with our
initial public offering, the concurrent offerings and related
transactions. 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 revolving 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 a 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 and pay its income taxes
and dividends and in the case of adjusted EBITDA, cash used to
pay transaction related bonuses and repurchase of employee
stock options. 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 of transaction related bonuses
and repurchase of employee stock options. EBITDA and adjusted
EBITDA, as we define them, may differ from similarly named
measures used by other entities.
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