— Net Cash Provided by Operating Activities
Increased by $241.8 Million for Full Year 2023 — — Principal
Amount of Long-Term Debt Decreased by $340.1 Million During Full
Year 2023 —
B&G Foods, Inc. (NYSE: BGS) today announced financial
results for the fourth quarter and full year 2023. Financial
results for the fourth quarter and full year 2023 reflect the
impact of the Back to Nature divestiture on the first day of fiscal
2023 and the Green Giant U.S. shelf‑stable divestiture during the
fourth quarter of 2023.
Summary
Fourth Quarter of 2023
Fiscal Year 2023
(In millions, except per share
data)
Change vs.
Change vs.
Amount
Q4 2022
Amount
FY 2022
Net Sales
$
578.1
(7.2
)
%
$
2,062.3
(4.7
)
%
Base Business Net Sales (1)
$
562.3
(2.3
)
%
$
1,997.2
(1.5
)
%
Diluted EPS
$
0.03
(91.2
)
%
$
(0.89
)
nm
%
Adj. Diluted EPS (1)
$
0.30
(25.0
)
%
$
0.99
(8.3
)
%
Net Income (Loss)
$
2.6
(89.4
)
%
$
(66.2
)
nm
%
Adj. Net Income (1)
$
23.5
(18.7
)
%
$
73.9
(3.1
)
%
Adj. EBITDA (1)
$
86.8
(7.3
)
%
$
318.0
5.7
%
Guidance for Full Year Fiscal 2024
- Net sales range of $1.975 billion to $2.020 billion.
- Adjusted EBITDA range of $305 million to $325 million.
- Adjusted diluted earnings per share range of $0.80 to
$1.00.
Commenting on the results, Casey Keller, President and Chief
Executive Officer of B&G Foods, stated, “B&G Foods’ fourth
quarter and fiscal 2023 results demonstrated strong progress, with
improved margins, stabilizing volumes, stronger cash flows, and a
reduction in leverage. We further completed the divestiture of
Green Giant U.S. canned vegetables to focus and strengthen the
future portfolio.”
Financial Results for the Fourth Quarter of 2023 Net
sales for the fourth quarter of 2023 decreased $45.1 million, or
7.2%, to $578.1 million from $623.2 million for the fourth quarter
of 2022. The decrease was primarily attributable to a decrease in
unit volume due to the divestitures of the Green Giant U.S.
shelf-stable product line and Back to Nature, a decrease in net
pricing and the negative impact of foreign currency. Net sales of
Back to Nature, which the Company divested on January 3, 2023, and
therefore not part of the Company’s fiscal 2023 results, were $11.9
million during the fourth quarter of 2022(2). Net sales of the
Green Giant U.S. shelf-stable product line, which the Company
divested on November 8, 2023, were $19.9 million lower in the
fourth quarter of 2023 compared to the fourth quarter of 2022,
primarily as a result of the divestiture.
Base business net sales for the fourth quarter of 2023 decreased
$13.3 million, or 2.3%, to $562.3 million from $575.6 million for
the fourth quarter of 2022. The decrease in base business net sales
was driven by a decrease in net pricing and the impact of product
mix of $15.9 million, or 2.8% of base business net sales (largely
driven by a decrease in the Company’s Crisco pricing consistent
with the Company’s Crisco pricing model as the Company’s costs for
oil declined), and the negative impact of foreign currency of $0.3
million, partially offset by an increase in unit volume of $2.9
million.
Net sales of Clabber Girl increased $8.2 million, or 26.3%; net
sales of Maple Grove Farms increased $0.7 million, or 3.4%; and net
sales of the Company’s spices & seasonings(3) increased $0.7
million, or 0.8%. Net sales of Crisco decreased $10.6 million, or
8.7%; net sales of Green Giant (including Le Sueur but excluding
net sales of the Green Giant U.S. shelf-stable product line)
decreased $5.2 million, or 4.4%; net sales of Cream of Wheat
decreased $2.2 million, or 9.0%; and net sales of Ortega decreased
$0.3 million, or 1.0%, for the fourth quarter of 2023, as compared
to the fourth quarter of 2022. Base business net sales of all other
brands in the aggregate decreased $4.6 million, or 3.5%, for the
fourth quarter of 2023, as compared to the fourth quarter of
2022.
Gross profit was $125.2 million for the fourth quarter of 2023,
or 21.7% of net sales. Adjusted gross profit(1), which excludes the
negative impact of $1.6 million of acquisition/divestiture-related
expenses and non-recurring expenses included in cost of goods sold
during the fourth quarter of 2023, was $126.8 million, or 21.9% of
net sales. Gross profit was $126.1 million for the fourth quarter
of 2022, or 20.2% of net sales. Adjusted gross profit, which
excludes the negative impact of $2.5 million of
acquisition/divestiture-related expenses and non-recurring expenses
included in cost of goods sold during the fourth quarter of 2022,
was $128.6 million, or 20.6% of net sales.
The improvement in gross profit as a percentage of net sales was
driven by an increase in net pricing relative to input costs as
compared to the fourth quarter of 2022, the moderation of input
cost inflation, lower transportation and warehousing costs, and
lower depreciation expense. Beginning in the fourth quarter of
2022, the Company has realized the benefits of previously announced
list price increases, which, together with additional list price
increases in 2023, partially offset by certain list price
decreases, contributed to the Company’s recovery in gross profit as
a percentage of net sales during the fourth quarter of 2023.
Selling, general and administrative expenses increased $1.3
million, or 2.7%, to $53.2 million for the fourth quarter of 2023
from $51.9 million for the fourth quarter of 2022. The increase was
composed of increases in general and administrative expenses of
$5.8 million and consumer marketing expenses of $0.9 million,
partially offset by decreases in warehousing expenses of $2.6
million, selling expenses of $2.3 million and
acquisition/divestiture-related and non-recurring expenses of $0.5
million. Expressed as a percentage of net sales, selling, general
and administrative expenses increased by 0.9 percentage points to
9.2% for the fourth quarter of 2023, as compared to 8.3% for the
fourth quarter of 2022.
In connection with the Company’s sale of assets relating to the
Green Giant U.S. shelf-stable product line, which was completed
during the fourth quarter of 2023, the Company recorded a loss on
sale of assets of $137.7 million during fiscal 2023, of which
$132.9 million was recorded during the third quarter and $4.8
million was recorded during the fourth quarter of 2023.
During the fourth quarter of 2023, the Company recorded pre-tax,
non-cash impairment charges of $20.5 million related to intangible
trademark assets for the Baker’s Joy, Molly McButter, Sugar Twin,
and New York Flatbreads brands. The Company partially impaired the
Baker’s Joy and Sugar Twin brands, and the Company fully impaired
the Molly McButter and New York Flatbreads brands.
Net interest expense increased $3.9 million, or 10.8%, to $40.2
million for the fourth quarter of 2023 from $36.3 million for the
fourth quarter of 2022. The increase was primarily attributable to
higher interest rates on the Company’s long-term debt and a $0.5
million loss on extinguishment of debt, partially offset by a
reduction in average long‑term debt outstanding as compared to the
fourth quarter of 2022.
The Company’s net income was $2.6 million, or $0.03 per diluted
share, for the fourth quarter of 2023, compared to net income of
$24.3 million, or $0.34 per diluted share, for the fourth quarter
of 2022. The decrease in net income and diluted earnings per share
were primarily attributable to the Green Giant U.S. shelf-stable
and Back to Nature divestitures, pre-tax, non-cash impairment
charges of $20.5 million related to intangible trademark assets and
an increase in interest expense. Diluted earnings per share was
also negatively impacted by an increase in diluted weighted average
shares outstanding. The Company’s adjusted net income for the
fourth quarter of 2023 was $23.5 million, or $0.30 per adjusted
diluted share, compared to adjusted net income of $28.9 million, or
$0.40 per adjusted diluted share, for the fourth quarter of 2022.
The decrease in adjusted net income and adjusted diluted earnings
per share were primarily attributable to the Green Giant U.S.
shelf-stable and Back to Nature divestitures and an increase in
interest expense. Adjusted diluted earnings per share was also
negatively impacted by an increase in diluted weighted average
shares outstanding.
For the fourth quarter of 2023, adjusted EBITDA was $86.8
million, a decrease of $6.8 million, or 7.3%, compared to $93.6
million for the fourth quarter of 2022. The decrease in adjusted
EBITDA was primarily attributable to the Green Giant U.S.
shelf-stable and Back to Nature divestitures. Adjusted EBITDA as a
percentage of net sales was 15.0% for the fourth quarter of 2023,
compared to 15.0% for the fourth quarter of 2022.
Financial Results for Full Year Fiscal 2023 Net sales for
fiscal 2023 decreased $100.7 million, or 4.7%, to $2,062.3 million
from $2,163.0 million for fiscal 2022. The decrease was primarily
attributable to the Back to Nature divestiture, the Green Giant
U.S. shelf‑stable divestiture, and a decrease in unit volume and
the negative impact of foreign currency, which were partially
offset by an increase in net pricing and the impact of product mix.
Net sales of Back to Nature, which the Company divested on January
3, 2023, and therefore not part of the Company’s fiscal 2023
results, were $46.3 million during fiscal 2022(2). Net sales of the
Green Giant U.S. shelf-stable product line, which the Company
divested on November 8, 2023, were $24.6 million lower in fiscal
2023 compared to fiscal 2022, primarily due to the divestiture.
Base business net sales for fiscal 2023 decreased $30.0 million,
or 1.5%, to $1,997.2 million from $2,027.2 million for fiscal 2022.
The decrease in base business net sales was driven by a decrease in
unit volume of $118.2 million and the negative impact of foreign
currency of $5.1 million, partially offset by an increase in net
pricing and the impact of product mix of $93.3 million, or 4.6% of
base business net sales.
Net sales of Clabber Girl increased $31.1 million, or 32.1%; net
sales of the Company’s spices & seasonings(3) increased $8.1
million, or 2.2%; and net sales of Maple Grove Farms increased $2.4
million, or 2.9%, in fiscal 2023 as compared to fiscal 2022. Net
sales of Crisco decreased $38.2 million, or 10.3%; net sales of
Green Giant (including Le Sueur and excluding net sales of the
Green Giant U.S. shelf-stable product line) decreased $28.7
million, or 6.6%; net sales of Ortega decreased $6.4 million, or
4.1%; and net sales of Cream of Wheat decreased $2.9 million, or
3.6%, in fiscal 2023, as compared to fiscal 2022. Base business net
sales of all other brands in the aggregate increased $4.6 million,
or 1.0%, for fiscal 2023, as compared to fiscal 2022.
Gross profit was $455.5 million for fiscal 2023, or 22.1% of net
sales. Adjusted gross profit(1), which excludes the negative impact
of $2.9 million of acquisition/divestiture-related expenses and
non-recurring expenses included in cost of goods sold during fiscal
2023, was $458.4 million, or 22.2% of net sales. Gross profit was
$409.6 million for fiscal 2022, or 18.9% of net sales. Adjusted
gross profit, which excludes the negative impact of $9.1 million of
acquisition/divestiture-related expenses and non-recurring expenses
included in cost of goods sold during fiscal 2022, was $418.7
million, or 19.4% of net sales.
The improvements in gross profit and gross profit as a
percentage of net sales were driven by an increase in net pricing
relative to input costs as compared to fiscal 2022, the moderation
of input cost inflation, lower transportation and warehousing
costs, and lower depreciation expense. Beginning in the fourth
quarter of 2022, the Company has realized the benefits of
previously announced list price increases, which, together with
additional list price increases in 2023, partially offset by
certain list price decreases, contributed to the Company’s recovery
in gross profit and gross profit as a percentage of net sales
during fiscal 2023.
Selling, general and administrative expenses increased $5.6
million, or 3.0%, to $196.0 million for fiscal 2023 from $190.4
million for fiscal 2022. The increase was composed of increases in
general and administrative expenses of $14.1 million and consumer
marketing expenses of $3.1 million, partially offset by decreases
in warehousing expenses of $5.3 million, selling expenses of $3.2
million and acquisition/divestiture-related and non-recurring
expenses of $3.1 million. Expressed as a percentage of net sales,
selling, general and administrative expenses increased by 0.7
percentage points to 9.5% for fiscal 2023, as compared to 8.8% for
fiscal 2022.
In connection with the Company’s sale of assets relating to the
Green Giant U.S. shelf-stable product line, which was completed
during the fourth quarter of 2023, the Company recorded a loss on
sale of assets of $137.7 million during fiscal 2023, of which
$132.9 million was recorded during the third quarter and $4.8
million was recorded during the fourth quarter of 2023.
During the fourth quarter of 2023, the Company recorded pre-tax,
non-cash impairment charges of $20.5 million related to intangible
trademark assets for the Baker’s Joy, Molly McButter, Sugar Twin,
and New York Flatbreads brands. The Company partially impaired the
Baker’s Joy and Sugar Twin brands, and the Company fully impaired
the Molly McButter and New York Flatbreads brands.
Net interest expense increased $26.4 million, or 21.1%, to
$151.3 million for fiscal 2023 from $124.9 million for fiscal 2022.
The increase was primarily attributable to higher interest rates on
the Company’s long-term debt, the accelerated amortization of
deferred debt financing costs relating to long-term debt
prepayments and a $0.5 million loss on extinguishment of debt
during the fourth quarter of 2023, partially offset by a reduction
in average long-term debt outstanding, a $0.8 million gain on
extinguishment of debt during the second quarter of 2023 and a $0.6
million gain on extinguishment of debt during the third quarter of
2023.
The Company had a net loss of $66.2 million, or $0.89 per
diluted share, for fiscal 2023, compared to a net loss of $11.4
million, or $0.16 per diluted share, for fiscal 2022. The Company’s
net loss for fiscal 2023 was primarily attributable to the pre-tax,
non-cash impairment charges during the third quarter of 2023, the
loss on sale during the fourth quarter of 2023 in connection with
the sale of assets relating to the Company’s Green Giant U.S.
shelf-stable product line, the pre-tax, non-cash impairment charges
recorded during the fourth quarter of 2023 related to intangible
trademark assets, and the net negative impact on income taxes
resulting from the Back to Nature divestiture. The Company’s net
loss for fiscal 2022 was primarily attributable to non‑cash charges
for the impairment of assets held for sale in connection with the
Back to Nature divestiture. The Company’s adjusted net income for
fiscal 2023 was $73.9 million, or $0.99 per adjusted diluted share,
compared to adjusted net income of $76.2 million, or $1.08 per
adjusted diluted share, for fiscal 2022.
For fiscal 2023, adjusted EBITDA was $318.0 million, an increase
of $17.0 million, or 5.7%, compared to $301.0 million for fiscal
2022. The increase in adjusted EBITDA was primarily attributable to
the improvement in gross profit described above, partially offset
by the impact of the Green Giant U.S. shelf-stable and Back to
Nature divestitures. Adjusted EBITDA as a percentage of net sales
was 15.4% for fiscal 2023, compared to 13.9% for fiscal 2022.
Full Year Fiscal 2024 Guidance For fiscal 2024, net sales
are expected to be $1.975 billion to $2.020 billion, adjusted
EBITDA is expected to be $305 million to $325 million, and adjusted
diluted earnings per share are expected to be $0.80 to $1.00.
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
deferred taxes; 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 certain assets); gains and losses on extinguishment of
debt; impairment of assets held for sale; impairment of intangible
assets; non-recurring 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. For additional information regarding B&G
Foods’ non-GAAP financial measures, see “About Non-GAAP Financial
Measures and Items Affecting Comparability” below.
Conference Call B&G Foods will hold a conference call
at 4:30 p.m. ET today, February 27, 2024 to discuss fourth quarter
and full year 2023 financial results. The live audio webcast of the
conference call can be accessed at
www.bgfoods.com/investor-relations. A replay of the webcast will be
available following the conference call through the same link.
About Non-GAAP Financial Measures and Items Affecting
Comparability “Adjusted net income” (net income (loss) adjusted
for certain items that affect comparability), “adjusted diluted
earnings per share” (diluted earnings (loss) per share adjusted for
certain items that affect comparability), “base business net sales”
(net sales without the impact of acquisitions until the
acquisitions are included in both comparable periods and without
the impact of discontinued or divested brands), “EBITDA” (net
income (loss) before net interest expense, income taxes, and
depreciation and amortization), “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 certain assets), gains and losses on
extinguishment of debt, impairment of assets held for sale, and
non-recurring expenses, gains and losses), “adjusted gross profit”
(gross profit adjusted for acquisition/divestiture-related expenses
and non-recurring expenses included in cost of goods sold) and
“adjusted gross profit percentage” (gross profit as a percentage of
net sales adjusted for acquisition/divestiture-related expenses and
non-recurring expenses included in cost of goods sold) 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 (loss) 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.
The Company uses non-GAAP financial measures to adjust for
certain items that affect comparability. This information is
provided in order to allow investors to make meaningful comparisons
of the Company’s operating performance between periods and to view
the Company’s business from the same perspective as the Company’s
management. Because the Company cannot predict the timing and
amount of these items that affect comparability, management does
not consider these items when evaluating the Company’s performance
or when making decisions regarding allocation of resources.
Additional information regarding EBITDA and adjusted EBITDA and
a reconciliation of EBITDA and adjusted EBITDA to net income (loss)
and to net cash provided by operating activities, is included below
for the fourth quarter and full year 2023 and 2022, along with the
components of EBITDA and adjusted EBITDA. Also included below are
reconciliations of the non-GAAP terms adjusted net income, adjusted
diluted earnings per share and base business net sales to the most
directly comparable measure calculated and presented in accordance
with GAAP in the Company’s consolidated balance sheets and related
consolidated statements of operations, comprehensive (loss) income,
changes in stockholders’ equity and cash flows.
End Notes
(1)
Please see “About Non-GAAP Financial
Measures and Items Affecting Comparability” below for the
definition of the non-GAAP financial measures “base business net
sales,” “adjusted diluted earnings per share,” “adjusted net income
,” “EBITDA,” “adjusted EBITDA,” “adjusted gross profit” and
“adjusted gross profit percentage,” as well as information
concerning certain items affecting comparability and
reconciliations of the non-GAAP terms to the most comparable GAAP
financial measures.
(2)
Excludes net sales of certain Back to
Nature products not part of the divestiture that the Company will
soon transition to another brand name.
(3)
Includes the spices & seasoning brands
acquired in the fourth quarter of 2016, as well as the Company’s
legacy spices & seasonings brands, such as Dash and Ac’cent,
and spices & seasonings products launched by the Company and
sold under license.
nm
–
Not meaningful.
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 B&G, B&M, Bear Creek, Cream of Wheat, Crisco,
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.
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 B&G Foods’ expectations
regarding net sales, adjusted EBITDA and adjusted diluted earnings
per share, and the Company’s overall expectations for fiscal 2024
and beyond. 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: the Company’s substantial leverage;
the effects of rising costs for and/or decreases in supply of the
Company’s commodities, ingredients, packaging, other raw materials,
distribution and labor; 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 ability of the Company and its supply chain
partners to continue to operate manufacturing facilities,
distribution centers and other work locations without material
disruption, and to procure ingredients, packaging and other raw
materials when needed despite disruptions in the supply chain or
labor shortages; the impact pandemics or disease outbreaks, such as
the COVID-19 pandemic, may have on the Company’s business,
including among other things, the Company’s supply chain,
manufacturing operations or workforce and customer and consumer
demand for the Company’s products; the Company’s ability to recruit
and retain senior management and a highly skilled and diverse
workforce at the Company’s corporate offices, manufacturing
facilities and other locations despite a very tight labor market
and changing employee expectations as to fair compensation, an
inclusive and diverse workplace, flexible working and other
matters; 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 from recent or future acquisitions; the
Company’s ability to successfully complete the integration of
recent or future acquisitions into the Company’s enterprise
resource planning (ERP) system; tax reform and legislation,
including the effects of the Infrastructure Investment and Jobs
Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and future
tax reform or legislation; 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 protect information systems against, or effectively
respond to, a cybersecurity incident, other disruption or data
leak; the Company’s ability to successfully implement the Company’s
sustainability initiatives and achieve the Company’s sustainability
goals, and changes to environmental laws and regulations; and other
factors that affect the food industry generally, including: recalls
if products become adulterated or misbranded, liability if product
consumption causes injury, ingredient disclosure and labeling laws
and regulations and the possibility that consumers could lose
confidence in the safety and quality of certain food products;
competitors’ pricing practices and promotional spending levels;
fluctuations in the level of the Company’s customers’ inventories
and credit and other business risks related to the Company’s
customers operating in a challenging economic and competitive
environment; and the risks associated with third-party suppliers
and co-packers, including the risk that any failure by one or more
of the Company’s third-party suppliers or co-packers to comply with
food safety or other laws and regulations may disrupt the Company’s
supply of raw materials or certain finished goods products or
injure the Company’s reputation. 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 most
recent Annual Report on Form 10-K 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.
B&G Foods, Inc. and
Subsidiaries
Consolidated Balance
Sheets
(In thousands, except share
and per share data)
(Unaudited)
December 30,
December 31,
2023
2022
Assets
Current assets:
Cash and cash equivalents
$
41,094
$
45,442
Trade accounts receivable, net
143,015
150,019
Inventories
568,980
726,468
Assets held for sale
—
51,314
Prepaid expenses and other current
assets
41,747
37,550
Income tax receivable
7,988
8,024
Total current assets
802,824
1,018,817
Property, plant and equipment, net
302,288
317,587
Operating lease right-of-use assets
70,046
65,809
Finance lease right-of-use assets
1,832
2,891
Goodwill
619,399
619,241
Other intangible assets, net
1,627,836
1,788,157
Other assets
23,484
19,088
Deferred income taxes
15,581
10,019
Total assets
$
3,463,290
$
3,841,609
Liabilities and Stockholders’
Equity
Current liabilities:
Trade accounts payable
$
123,778
$
127,809
Accrued expenses
83,217
64,137
Current portion of operating lease
liabilities
16,939
14,616
Current portion of finance lease
liabilities
1,070
1,046
Current portion of long-term debt
22,000
50,000
Income tax payable
475
309
Dividends payable
14,939
13,617
Total current liabilities
262,418
271,534
Long-term debt, net of current portion
2,023,088
2,339,049
Deferred income taxes
267,053
288,712
Long-term operating lease liabilities, net
of current portion
53,724
51,727
Long-term finance lease liabilities, net
of current portion
726
1,795
Other liabilities
20,818
20,626
Total liabilities
2,627,827
2,973,443
Stockholders’ equity:
Preferred stock, $0.01 par value per
share. Authorized 1,000,000 shares; no shares issued or
outstanding
—
—
Common stock, $0.01 par value per share.
Authorized 125,000,000 shares; 78,624,419 and 71,668,144 shares
issued and outstanding as of December 30, 2023 and December 31,
2022, respectively
786
717
Additional paid-in capital
46,990
—
Accumulated other comprehensive income
(loss)
2,597
(9,349
)
Retained earnings
785,090
876,798
Total stockholders’ equity
835,463
868,166
Total liabilities and stockholders’
equity
$
3,463,290
$
3,841,609
B&G Foods, Inc. and
Subsidiaries
Consolidated Statements of
Operations
(In thousands, except per
share data)
(Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 30,
December 31,
December 30,
December 31,
2023
2022
2023
2022
Net sales
$
578,128
$
623,232
$
2,062,313
$
2,163,000
Cost of goods sold
452,957
497,154
1,606,792
1,753,376
Gross profit
125,171
126,078
455,521
409,624
Operating expenses (income):
Selling, general and administrative
expenses
53,246
51,855
196,044
190,411
Amortization expense
5,111
5,241
20,760
21,250
Loss (gain) on sales of assets
4,764
—
137,798
(7,099
)
Impairment of assets held for sale
—
2,809
—
106,434
Impairment of intangible assets
20,500
—
20,500
—
Operating income
41,550
66,173
80,419
98,628
Other (income) and expenses:
Interest expense, net
40,225
36,298
151,333
124,915
Other income
(962
)
(1,847
)
(3,781
)
(7,380
)
Income (loss) before income tax (benefit)
expense
2,287
31,722
(67,133
)
(18,907
)
Income tax (benefit) expense
(288
)
7,421
(935
)
(7,537
)
Net income (loss)
$
2,575
$
24,301
$
(66,198
)
$
(11,370
)
Weighted average shares outstanding:
Basic
78,624
71,668
74,267
70,468
Diluted
78,624
72,017
74,267
70,468
Earnings (loss) per share:
Basic
$
0.03
$
0.34
$
(0.89
)
$
(0.16
)
Diluted
$
0.03
$
0.34
$
(0.89
)
$
(0.16
)
Cash dividends declared per share
$
0.190
$
0.190
$
0.760
$
1.615
B&G Foods, Inc. and
Subsidiaries
Items Affecting
Comparability
Reconciliation of Net Income
(Loss) to EBITDA(1) and Adjusted EBITDA(1)
(In thousands)
(Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 30,
December 31,
December 30,
December 31,
2023
2022
2023
2022
Net income (loss)
$
2,575
$
24,301
$
(66,198
)
$
(11,370
)
Income tax (benefit) expense
(288
)
7,421
(935
)
(7,537
)
Interest expense, net(2)
40,225
36,298
151,333
124,915
Depreciation and amortization
17,034
19,463
69,620
80,528
EBITDA(1)
59,546
87,483
153,820
186,536
Acquisition/divestiture-related and
non-recurring expenses(3)
1,965
3,346
5,877
12,921
Loss (gain) on sales of assets, net of
facility closure costs(4)
4,764
—
137,798
(4,928
)
Impairment of assets held for sale(5)
—
2,809
—
106,434
Impairment of intangible assets(6)
20,500
—
20,500
—
Adjusted EBITDA(1)
$
86,775
$
93,638
$
317,995
$
300,963
B&G Foods, Inc. and
Subsidiaries
Items Affecting
Comparability
Reconciliation of Net Cash
Provided by Operating Activities to EBITDA(1) and Adjusted
EBITDA(1)
(In thousands)
(Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 30,
December 31,
December 30,
December 31,
2023
2022
2023
2022
Net cash provided by operating
activities
$
92,078
$
54,371
$
247,759
$
5,963
Income tax (benefit) expense
(288
)
7,421
(935
)
(7,537
)
Interest expense, net(2)
40,225
36,298
151,333
124,915
(Loss) gain on extinguishment of
debt(2)
(457
)
—
911
—
(Loss) gain on sales of assets(4)
(4,799
)
(8
)
(138,523
)
7,086
Deferred income taxes
7,455
(518
)
26,395
26,897
Amortization of deferred debt financing
costs and bond discount/premium
(1,819
)
(1,193
)
(7,510
)
(4,723
)
Share-based compensation expense
(1,739
)
(933
)
(7,191
)
(3,917
)
Changes in assets and liabilities, net of
effects of business combinations
(50,610
)
(5,146
)
(97,919
)
144,286
Impairment of assets held for sale(5)
—
(2,809
)
—
(106,434
)
Impairment of intangible assets(6)
(20,500
)
—
(20,500
)
—
EBITDA(1)
59,546
87,483
153,820
186,536
Acquisition/divestiture-related and
non-recurring expenses(3)
1,965
3,346
5,877
12,921
Loss (gain) on sales of assets, net of
facility closure costs(4)
4,764
—
137,798
(4,928
)
Impairment of assets held for sale(5)
—
2,809
—
106,434
Impairment of intangible assets(6)
20,500
—
20,500
—
Adjusted EBITDA(1)
$
86,775
$
93,638
$
317,995
$
300,963
B&G Foods, Inc. and
Subsidiaries
Items Affecting
Comparability
Reconciliation of Net Income
(Loss) to Adjusted Net Income(6) and Adjusted Diluted Earnings per
Share(6)
(In thousands, except per
share data)
(Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 30,
December 31,
December 30,
December 31,
2023
2022
2023
2022
Net income (loss)
$
2,575
$
24,301
$
(66,198
)
$
(11,370
)
Gain on extinguishment of debt(2)
457
—
(911
)
—
Acquisition/divestiture-related and
non-recurring expenses(3)
1,965
3,346
5,877
12,921
Loss (gain) on sales of assets, net of
facility closure costs(4)
4,764
—
137,798
(4,928
)
Credit agreement amendment fee(8)
—
—
—
1,600
Impairment of assets held for sale(5)
—
2,809
—
106,434
Impairment of intangible assets(6)
20,500
—
20,500
—
Tax adjustment related to Back to Nature
divestiture(9)
—
—
14,736
—
Tax effects of non-GAAP
adjustments(10)
(6,712
)
(1,508
)
(37,925
)
(28,427
)
Adjusted net income(7)
$
23,549
$
28,948
$
73,877
$
76,230
Adjusted diluted earnings per share(7)
$
0.30
$
0.40
$
0.99
$
1.08
(1)
EBITDA and adjusted EBITDA are non-GAAP
financial measures used by management to measure operating
performance. A non-GAAP financial measure is defined as a numerical
measure of the Company’s financial performance that excludes or
includes amounts so as to be different from the most directly
comparable measure calculated and presented in accordance with GAAP
in the Company’s consolidated balance sheets and related
consolidated statements of operations, comprehensive (loss) income,
changes in stockholders’ equity and cash flows. The Company defines
EBITDA as net income (loss) before net interest expense, income
taxes, and depreciation and amortization. The Company defines
adjusted EBITDA as EBITDA 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
certain assets); gains and losses on extinguishment of debt;
impairment of assets held for sale; impairment of intangible
assets; and non-recurring expenses, gains and losses.
Management believes that it is useful to
eliminate these items because it allows management to focus on what
it deems to be a more reliable indicator of ongoing operating
performance and the Company’s ability to generate cash flow from
operations. The Company uses EBITDA and adjusted EBITDA in the
Company’s business operations to, among other things, evaluate the
Company’s operating performance, develop budgets and measure the
Company’s performance against those budgets, determine employee
bonuses and evaluate the Company’s cash flows in terms of cash
needs. The Company also presents EBITDA and adjusted EBITDA because
the Company believes they are useful indicators of the Company’s
historical debt capacity and ability to service debt and because
covenants in the Company’s credit agreement and the Company’s
senior notes indentures contain ratios based on these measures. As
a result, reports used by internal management during monthly
operating reviews feature the EBITDA and adjusted EBITDA metrics.
However, management uses these metrics 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 these
measures as its only measures of operating performance and
liquidity.
EBITDA and adjusted EBITDA are not
recognized terms under GAAP and do not purport to be alternatives
to operating income (loss), net income (loss) or any other GAAP
measure as an indicator of operating performance. 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. Rather,
EBITDA and adjusted EBITDA are potential indicators of an entity’s
ability to fund these cash requirements. EBITDA and adjusted EBITDA
are not complete measures of an entity’s profitability because they
do not include certain costs and expenses and gains and losses
described above. Because not all companies use identical
calculations, this presentation of EBITDA and adjusted EBITDA may
not be comparable to other similarly titled measures of other
companies. However, EBITDA and adjusted EBITDA can still be useful
in evaluating the Company’s performance against the Company’s peer
companies because management believes these measures provide users
with valuable insight into key components of GAAP amounts.
(2)
Net interest expense for fiscal 2023 was
reduced by $0.9 million (or $0.7 million, net of tax) as a result
of a net gain on extinguishment of debt related to the Company’s
5.25% senior notes due 2025. During fiscal 2023, the Company
repurchased $79.2 million aggregate principal amount of its 5.25%
senior notes due 2025 in the open market at discounted repurchase
prices and recorded a gain of $1.9 million, net of the accelerated
amortization of deferred debt financing costs of $0.3 million. In
addition, in October 2023, the Company redeemed $555.4 million
aggregate principal amount of its 5.25% senior notes due 2025 at
par and recorded a loss resulting from the accelerated amortization
of deferred debt financing costs of $1.0 million.
(3)
Acquisition/divestiture-related and
non-recurring expenses for the fourth quarter and full year 2023 of
$2.0 million (or $1.5 million, net of tax) and $5.9 million (or
$4.4 million, net of tax), respectively, primarily includes
acquisition and integration expenses for the Crisco acquisition and
divestiture-related expenses for the Green Giant U.S. shelf-stable
and Back to Nature divestitures. Acquisition/divestiture-related
and non recurring expenses for the fourth quarter and fiscal 2022
of $3.3 million (or $2.5 million, net of tax) and $12.9 million (or
$9.8 million, net of tax), respectively, primarily includes
acquisition and integration expenses for the Crisco acquisition and
the acquisition of the frozen vegetable manufacturing operations of
Growers Express, LLC, which was completed on May 5, 2022 (which the
Company refers to as the “Yuma acquisition”).
(4)
In connection with the sale of assets
relating to the Company’s Green Giant U.S. shelf-stable product
line during the fourth quarter of 2023, the Company reclassified
$115.3 million of indefinite-lived trademark intangible assets,
$82.3 million of inventories and $4.1 million of finite-lived
customer relationship intangible assets to assets held for sale as
of the end of the third quarter of 2023. The Company then measured
the assets held for sale at the lower of their carrying value or
fair value less the estimated costs to sell and recorded pre-tax,
non-cash charges of $132.9 million (or $100.4 million, net of tax)
during the third quarter of 2023. During the fourth quarter of
2023, the Company completed the Green Giant U.S. shelf-stable
divestiture and recorded a loss on sale of $4.8 million (or $3.6
million, net of tax) during the quarter, resulting in a total loss
on sale of $137.7 million (or $104.0 million, net of tax) during
fiscal 2023.
On the first business day of fiscal 2023,
the Company completed the Back to Nature divestiture and recorded a
loss on the sale of $0.1 million. See note (5) below.
During the first quarter of 2022, the
Company completed the closure and sale of its Portland, Maine
manufacturing facility. The Company recorded a gain on the sale of
the Portland property, plant and equipment of $7.1 million during
the first quarter of 2022. The positive impact during the quarter
of the gain on sale was partially offset by approximately $2.2
million of expenses incurred during the quarter relating to the
closure of the facility and the transfer of manufacturing
operations, resulting in a net benefit of $4.9 million (or $3.7
million, net of tax) from the gain on sale.
(5)
In connection with the Company’s decision
to sell its Back to Nature business, the Company reclassified
$109.9 million of indefinite-lived trademark intangible assets,
$29.5 million of goodwill, $11.0 million of finite-lived customer
relationship intangible assets and $7.3 million of inventories to
assets held for sale during fiscal 2022. During the third quarter
of 2022, the Company measured the assets held for sale at the lower
of their carrying value or fair value less anticipated costs to
sell and recorded pre-tax, non-cash impairment charges of $103.6
million (or $78.2 million, net of tax) and during the fourth
quarter of 2022, the Company recorded an additional $2.8 million
(or $2.1 million, net of tax) of pre-tax, non-cash impairment
charges after the Company entered into an agreement to sell the
Back to Nature business. On January 3, 2023, the Company completed
the sale of the Back to Nature business. See note (4) above.
(6)
During the fourth quarter of 2023, the
Company recorded pre-tax, non-cash impairment charges of $20.5
million (or $15.5 million, net of tax) related to intangible
trademark assets for the Baker’s Joy, Molly McButter, Sugar Twin,
and New York Flatbreads brands. The Company partially impaired the
Baker’s Joy and Sugar Twin brands, and the Company fully impaired
the Molly McButter and New York Flatbreads brands.
(7)
Adjusted net income and adjusted diluted
earnings per share are non-GAAP financial measures used by
management to measure operating performance. The Company defines
adjusted net income and adjusted diluted earnings per share as net
income and diluted earnings per share adjusted for certain items
that affect comparability. These non-GAAP financial measures
reflect adjustments to net income and diluted earnings per share to
eliminate the items identified in the reconciliation above. This
information is provided in order to allow investors to make
meaningful comparisons of the Company’s operating performance
between periods and to view the Company’s business from the same
perspective as the Company’s management. Because the Company cannot
predict the timing and amount of these items, management does not
consider these items when evaluating the Company’s performance or
when making decisions regarding allocation of resources.
(8)
During the second quarter of 2022, the
Company paid a fee of $1.6 million (or $1.2 million, net of tax) to
amend the Company’s senior secured credit agreement to temporarily
increase the maximum consolidated leverage ratio permitted under
the Company’s revolving credit facility.
(9)
As a result of the Back to Nature
divestiture, the Company incurred a capital loss for tax purposes,
for which the Company recorded a deferred tax asset during the
first quarter of 2023. A valuation allowance has been recorded
against this deferred tax asset, which negatively impacted the
Company’s first quarter of 2023 income taxes by $14.7 million, or
$0.21 per share.
(10)
Represents the tax effects of the non-GAAP
adjustments listed above, assuming a tax rate of 24.5%.
B&G Foods, Inc. and
Subsidiaries
Items Affecting
Comparability
Reconciliation of Net Sales to
Base Business Net Sales(1)
(In thousands)
(Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 30,
December 31,
December 30,
December 31,
2023
2022
2023
2022
Net sales
$
578,128
$
623,232
$
2,062,313
$
2,163,000
Net sales from acquisitions(2)
—
—
(550
)
—
Net sales from discontinued or divested
brands(3)
(15,813
)
(47,681
)
(64,599
)
(135,813
)
Base business net sales
$
562,315
$
575,551
$
1,997,164
$
2,027,187
(1)
Base business net sales is a non-GAAP
financial measure used by management to measure operating
performance. The Company defines base business net sales as the
Company’s net sales excluding (1) the net sales of acquisitions
until the net sales from such acquisitions are included in both
comparable periods and (2) net sales of discontinued or divested
brands. The portion of current period net sales attributable to
recent acquisitions for which there is no corresponding period in
the comparable period of the prior year is excluded. For each
acquisition, the excluded period starts at the beginning of the
most recent fiscal period being compared and ends on the first
anniversary of the acquisition date. For discontinued or divested
brands, the entire amount of net sales is excluded from each fiscal
period being compared. The Company has included this financial
measure because management believes it provides useful and
comparable trend information regarding the results of the Company’s
business without the effect of the timing of acquisitions and the
effect of discontinued or divested brands.
(2)
Reflects net sales from the Yuma
acquisition, for which there is no comparable period of net sales
during the first four months of fiscal 2022. The Yuma acquisition
was completed on May 5, 2022.
(3)
For the fourth quarter and fiscal 2022,
reflects net sales of the Green Giant U.S. shelf-stable product
line, which was sold on November 8, 2023, net sales of the Back to
Nature brand, which was sold on January 3, 2023, and net sales of
the SnackWell’s and Farmwise brands, which have been discontinued.
For the fourth quarter and fiscal 2023, reflects net sales of the
Green Giant U.S. shelf-stable product line up to the date of the
sale and a net credit paid to customers relating to the
discontinued brands.
B&G Foods, Inc. and
Subsidiaries
Items Affecting
Comparability
Reconciliation of Gross Profit
to Adjusted Gross Profit(1) and Gross Profit Percentage to Adjusted
Gross Profit Percentage(1)
(In thousands, except
percentages)
(Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 30,
December 31,
December 30,
December 31,
2023
2022
2023
2022
Gross profit
$
125,171
$
126,078
$
455,521
$
409,624
Acquisition/divestiture-related expenses
and non-recurring expenses included in cost of goods sold(2)
1,568
2,529
2,921
9,117
Adjusted gross profit(1)
$
126,739
$
128,607
$
458,442
$
418,741
Gross profit percentage
21.7
%
20.2
%
22.1
%
18.9
%
Acquisition/divestiture-related expenses
and non-recurring expenses included in cost of goods sold as a
percentage of net sales
0.3
%
0.4
%
0.1
%
0.4
%
Adjusted gross profit percentage(1)
21.9
%
20.6
%
22.2
%
19.4
%
(1)
Adjusted gross profit and adjusted gross
profit percentage are non-GAAP financial measures used by
management to measure operating performance. The Company defines
adjusted gross profit as gross profit adjusted for
acquisition/divestiture-related expenses and non-recurring expenses
included in cost of goods sold and adjusted gross profit percentage
as gross profit percentage (i.e., gross profit as a percentage of
net sales) adjusted for acquisition/divestiture-related expenses
and non-recurring expenses included in cost of goods sold. These
non-GAAP financial measures reflect adjustments to gross profit and
gross profit percentage to eliminate the items identified in the
reconciliation above. This information is provided in order to
allow investors to make meaningful comparisons of the Company’s
operating performance between periods and to view the Company’s
business from the same perspective as the Company’s management.
Because the Company cannot predict the timing and amount of these
items, management does not consider these items when evaluating the
Company’s performance or when making decisions regarding allocation
of resources.
(2)
Acquisition/divestiture related expenses
and non-recurring expenses included in cost of goods sold for the
fourth quarter and full year 2023 of $1.6 million and $2.9 million,
respectively, primarily includes acquisition and integration
expenses for the Crisco acquisition and divestiture-related
expenses for the Back to Nature divestiture.
Acquisition/divestiture related expenses and non-recurring expenses
included in cost of goods sold for the fourth quarter and full year
2022 of $2.5 million and $9.1 million, respectively, primarily
includes acquisition and integration expenses for the Crisco and
Yuma acquisitions.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240227435116/en/
Investor Relations: ICR, Inc. Dara Dierks 866.211.8151
Media Relations: ICR, Inc. Matt Lindberg 203.682.8214
Grafico Azioni B and G Foods (NYSE:BGS)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni B and G Foods (NYSE:BGS)
Storico
Da Gen 2024 a Gen 2025