PARSIPPANY, N.J.--(BUSINESS WIRE)--Oct. 2, 2017--
B&G Foods, Inc. (NYSE:BGS) announced that effective today it has
completed the acquisition of Back to Nature Foods Company, LLC, a leader
in the better-for-you snack foods category, from Brynwood Partners VI
L.P., Mondelēz International and certain other entities and individuals
for approximately $162.5 million in cash, subject to customary closing
and post-closing working capital adjustments.
B&G Foods expects the acquisition to be immediately accretive to its
earnings per share and free cash flow and projects that following the
completion of a six-month integration period, the acquired business will
generate on an annualized basis net sales of approximately $80 million
and adjusted EBITDA of approximately $17 million. Based upon the
foregoing adjusted EBITDA guidance, the acquisition represents a
purchase price multiple of approximately 9.6 times adjusted EBITDA (or
8.4 times adjusted EBITDA net of the present value of expected tax
benefits).
Back to Nature Foods has been a pioneer in the better-for-you snack
foods category, and its namesake brand is a leading cookie and cracker
brand in the category. The Back to Nature brand’s product
offerings include Non-GMO Project Verified, organic and gluten free
products. Back to Nature Foods also offers the SnackWell’s
brand of low-fat and no-fat snacks.
B&G Foods funded the acquisition and related fees and expenses with
additional revolving loans under its existing credit facility.
About Back to Nature Foods Company, LLC
Back to Nature Foods’ mission has been to provide everyday foods that
are simply delicious, simply good. The Back to Nature
brand is committed to creating delicious and flavorful recipes using
ingredients inspired by nature by carefully selecting ingredients to
create great-tasting, affordable products that everyone can enjoy. Back
to Nature products represent a wide range of categories, including
cookies, crackers, nuts and trail mixes, granola, juices, soups and
cereals. For more information, please visit www.backtonaturefoods.com.
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, Cream of Wheat, Green
Giant, Las Palmas, Le Sueur, Mama Mary’s,
Maple Grove Farms, Mrs. Dash, New York Style,
Ortega, Pirate’s Booty, Polaner, Spice Islands,
Victoria and now, Back to Nature and SnackWell’s,
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
“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-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) 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 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 Back to
Nature Foods Company and 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. 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 transaction, 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 2016 filed on March 1,
2017 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/20171002006436/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
