PARSIPPANY, N.J.--(BUSINESS WIRE)--Nov. 21, 2016--
B&G Foods, Inc. (NYSE:BGS) announced that effective today it has
completed the acquisition of the spices and seasonings business of ACH
Food Companies, Inc., a leading supplier of spices and seasonings to
retail and food service customers, for $365 million in cash, subject to
a customary adjustment based upon inventory at closing. B&G Foods
expects the acquisition to be immediately accretive to its earnings per
share and free cash flow.
B&G Foods projects that after the acquisition is fully integrated the
acquired business will generate on an annualized basis net sales in the
range of $220.0 million to $225.0 million, adjusted EBITDA in the range
of $38.0 million to $40.0 million and adjusted diluted earnings per
share in the range of $0.26 to $0.28. Because the acquisition was
structured as an asset purchase, B&G Foods expects to realize
approximately $83.0 million in tax benefits on a net present value
basis. At the midpoint of B&G Foods’ post-integration projected adjusted
EBITDA for the business, the acquisition represents a purchase price
multiple of approximately 9.4 times adjusted EBITDA (or 7.2 times
adjusted EBITDA net of expected tax benefits).
The ACH spices and seasonings business includes the Spice Islands,
Tone’s and Durkee brands. The business also includes Weber
brand sauces and seasonings, which are sold under license. As part of
the acquisition, B&G Foods also acquired a manufacturing facility in
Ankeny, Iowa.
B&G Foods funded the acquisition and related fees and expenses with cash
on hand, including the net proceeds of its August 2016 public offering
of common stock, and additional revolving loans under its existing
credit facility.
About B&G Foods, Inc.
B&G Foods and its subsidiaries manufacture, sell and distribute a
diversified portfolio of high-quality, branded shelf-stable and frozen
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, Bear Creek Country Kitchens, Brer
Rabbit, Canoleo, Cary’s, Cream of Rice,
Cream of Wheat, Devonsheer, Don Pepino, Emeril’s,
Grandma’s Molasses, Green Giant, JJ Flats, Joan of Arc,
Las Palmas, Le Sueur, MacDonald’s, Mama Mary’s,
Maple Grove Farms, Molly McButter, Mrs. Dash, New York Flatbreads,
New York Style, Old London, Original Tings, Ortega,
Pirate’s Booty, Polaner, Red Devil, Regina,
Sa-són, Sclafani, Smart Puffs, Spring Tree,
Sugar Twin, Trappey’s, TrueNorth, Underwood, Vermont Maid,
Wright’s and now, Durkee, Spice Islands, Tone’s
and Weber. B&G Foods also sells and distributes Static
Guard, a household product brand.
About Non-GAAP Financial Measures and Items Affecting Comparability
“EBITDA” (net income before net interest expense, income taxes,
depreciation and amortization and loss on extinguishment of debt),
“adjusted EBITDA” (EBITDA as adjusted for cash and non-cash
acquisition-related expenses, gains and losses (which may include third
party fees and expenses, integration, restructuring and consolidation
expenses and amortization of acquired inventory fair value step-up) and
certain other items described from time to time in the Company’s SEC
filings and earnings releases); and “adjusted diluted earnings per
share” (reported diluted earnings per share adjusted for certain items
that affect comparability, including cash and non-cash
acquisition-related expenses, gains and losses (which may include third
party fees and expenses, integration, restructuring and consolidation
expenses and amortization of acquired inventory fair value step-up)),
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, comprehensive income, changes in stockholders’ equity 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.
B&G Foods provides earnings guidance only on a non-GAAP basis and does
not provide a reconciliation of the Company’s forward-looking adjusted
EBITDA and adjusted diluted earnings per share guidance to the most
directly comparable GAAP financial measures because of the inherent
difficulty in forecasting and quantifying certain amounts that are
necessary for such reconciliations, including adjustments that could be
made for acquisition-related expenses, gains and losses and other
charges reflected in the Company’s reconciliation of historic non-GAAP
financial measures, the amounts of which, based on past experience,
could be material.
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 the acquisition of the spices
business of ACH Food Companies, Inc.; the expected impact of the
acquisition, including without limitation, the expected impact on
B&G Foods’ earnings per share, net sales, adjusted EBITDA and free cash
flow, and the expected tax benefits of the acquisition. 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. Factors that may affect actual results include, without
limitation: whether and when the Company will be able to realize the
expected financial results and accretive effect of the acquisition, and
how customers, competitors, suppliers and employees will react to the
acquisition. 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 Annual Report on Form 10-K for fiscal 2015 filed on March 2,
2016 and in its subsequent reports on Forms 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161121006078/en/
Source: B&G Foods, Inc.
Investor Relations:
ICR, Inc.
Dara Dierks, 866-211-8151
or
Media
Relations:
ICR, Inc.
Matt Lindberg, 203-682-8214