[Logo of B&G Foods, Inc.] Exhibit 99.1
Investor Relations: Media Relations:
ICR, Inc. ICR, Inc.
Don Duffy John Flanagan
866-211-8151 203-682-8222
B&G Foods Announces Fourth Quarter
and Fiscal 2004 Financial Results
Parsippany, N.J., March 2, 2005 - B&G Foods, Inc. (AMEX: BGF), a manufacturer
and distributor of high quality, shelf-stable foods, today announced financial
results for the thirteen weeks and fifty-two weeks ended January 1, 2005.
Financial Results For The Fifty-Two Weeks Ended January 1, 2005
Net sales 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 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 (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 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 offerings in the fourth quarter of fiscal 2004 combined with
cash flow from operations 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 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 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) financial measures." A non-GAAP financial measure is
defined as a numerical 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 with GAAP in our consolidated balance
sheets and related consolidated statements of operations, changes in
stockholders' equity 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 governing our senior notes, our new revolving credit facility and the
indenture governing our senior subordinated 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
portfolio of high-quality, shelf-stable foods across the United States, Canada
and Puerto Rico. B&G Foods' products include Mexican-style sauces, pickles and
peppers, hot sauces, wine vinegar, maple syrup, molasses, fruit spreads, pasta
sauces, beans, spices, salad dressings, marinades, taco kits, salsas and taco
shells. B&G Foods competes in the retail grocery, food service, specialty store,
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, Emeril's, Joan of Arc, Las Palmas,
Maple Grove Farms of Vermont, Ortega, Polaner, Red Devil, Regina, 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.
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 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. 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 1, 2005 January 3, 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 ended weeks ended Year Ended
---------------- --------------- ---------------------------------
January 1, 2005 January 3, 2004 January 1, 2005 January 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.