B&G Foods, Inc. (NYSE: BGS) announced that effective today
it has completed the acquisition of the iconic Crisco brand of oils
and shortening from The J. M. Smucker Co. for $550 million in cash,
subject to a customary adjustment based upon inventory at closing.
As part of the acquisition, B&G Foods also acquired a
manufacturing facility and warehouse in Cincinnati, Ohio.
B&G Foods expects the acquisition to be immediately
accretive to its earnings per share and free cash flow. B&G
Foods projects that in 2021, the acquired business will continue to
benefit from increased demand due to the COVID-19 pandemic and
generate annual net sales of approximately $270 million, adjusted
EBITDA in the range of $65 million to $70 million and adjusted
diluted earnings per share in the range of $0.45 to $0.50. Because
the acquisition was structured as an asset purchase, B&G Foods
expects to realize approximately $75 million in tax benefits on a
net present value basis. At the midpoint of B&G Foods’ 2021
projected adjusted EBITDA for the business, the acquisition
represents a purchase price multiple of approximately 8.1 times
adjusted EBITDA (or 7.0 times adjusted EBITDA net of expected tax
benefits).
Crisco is the original all‑vegetable shortening that transformed
the way people bake and cook over 100 years ago. Crisco is the
number one brand of shortening, the number one brand of vegetable
oil and also holds a leadership position in other cooking oils and
cooking sprays.
B&G Foods funded the acquisition and related fees and
expenses with cash on hand and revolving loans under its existing
credit facility.
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its
subsidiaries manufacture, sell and distribute high-quality, branded
shelf-stable and frozen foods across the United States, Canada and
Puerto Rico. With B&G Foods’ diverse portfolio of more than 50
brands you know and love, including Back to Nature, B&G,
B&M, Cream of Wheat, Dash, Green Giant, Las Palmas, Le Sueur,
Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner,
Spice Islands and Victoria, there’s a little something for
everyone. For more information about B&G Foods and its brands,
please visit www.bgfoods.com.
About Non-GAAP Financial Measures and Items Affecting
Comparability
“Adjusted diluted earnings per share” (diluted earnings per
share adjusted for certain items that affect comparability,
including cash and non-cash acquisition/divestiture-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)); “EBITDA”
(net income before net interest expense, income taxes, depreciation
and amortization and loss on extinguishment of debt), and “adjusted
EBITDA” (EBITDA as adjusted for cash and non-cash
acquisition/divestiture-related expenses, gains and losses (which
may include third party fees and expenses, integration,
restructuring and consolidation expenses, amortization of acquired
inventory fair value step-up and gains and losses on the sale of
assets), non-recurring expenses and certain other items described
from time to time in the Company’s SEC filings and earnings
releases) 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 generally accepted accounting principles in the United States
(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 deferred taxes; loss on extinguishment
of debt; adjustments that could be made for
acquisition/divestiture-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 expected
impact of the acquisition, including without limitation, the
expected impact on B&G Foods’ earnings per share, net sales,
adjusted EBITDA, adjusted diluted earnings per share 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,” “assumes,”
“could,” “should,” “estimates,” “potential,” “seek,” “predict,”
“may,” “will,” or “plans” and similar references to future periods
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 impact of the COVID-19 pandemic on the Company’s business,
including, without limitation, the ability of the Company and its
supply chain partners to continue to operate manufacturing
facilities, distribution centers and other work locations without
material disruption; the Company’s substantial leverage; the
effects of rising costs for the Company’s raw materials, packaging
and ingredients; crude oil prices and their impact on distribution,
packaging and energy costs; the Company’s ability to successfully
implement sales price increases and cost saving measures to offset
any cost increases; intense competition, changes in consumer
preferences, demand for the Company’s products and local economic
and market conditions; the Company’s continued ability to promote
brand equity successfully, to anticipate and respond to new
consumer trends, to develop new products and markets, to broaden
brand portfolios in order to compete effectively with lower priced
products and in markets that are consolidating at the retail and
manufacturing levels and to improve productivity; the risks
associated with the expansion of the Company’s business; the
Company’s possible inability to identify new acquisitions or to
integrate recent or future acquisitions or the Company’s failure to
realize anticipated revenue enhancements, cost savings or other
synergies; tax reform and legislation, including the effects of the
U.S. Tax Cuts and Jobs Act and the U.S. CARES Act; the Company’s
ability to access the credit markets and the Company’s borrowing
costs and credit ratings, which may be influenced by credit markets
generally and the credit ratings of the Company’s competitors;
unanticipated expenses, including, without limitation, litigation
or legal settlement expenses; the effects of currency movements of
the Canadian dollar and the Mexican peso as compared to the U.S.
dollar; the effects of international trade disputes, tariffs,
quotas, and other import or export restrictions on the Company’s
international procurement, sales and operations; future impairments
of the Company’s goodwill and intangible assets; the Company’s
ability to successfully complete the implementation of additional
modules and the integration and operation of a new enterprise
resource planning (ERP) system; the Company’s ability to protect
information systems against, or effectively respond to, a
cybersecurity incident or other disruption; the Company’s
sustainability initiatives and changes to environmental laws and
regulations; and other factors that affect the food industry
generally. 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
2019 filed on February 26, 2020 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: https://www.businesswire.com/news/home/20201201005975/en/
Investor Relations: ICR, Inc. Dara Dierks 866.211.8151
Media Relations: ICR, Inc. Matt Lindberg 203.682.8214
B and G Foods (NYSE:BGS)
Historical Stock Chart
From Aug 2024 to Sep 2024
B and G Foods (NYSE:BGS)
Historical Stock Chart
From Sep 2023 to Sep 2024