B&G Foods, Inc. (NYSE: BGS) today announced financial
results for the fourth quarter and full year 2024. Financial
results for the fourth quarter and full year 2024 reflect the
impact of the Green Giant U.S. shelf-stable divestiture during the
fourth quarter of 2023.
Summary
Fourth Quarter of 2024
Fiscal Year 2024
(In millions, except per share
data)
Change vs.
Change vs.
Amount
Q4 2023
Amount
FY 2023
Net Sales
$
551.6
(4.6
)%
$
1,932.5
(6.3
)%
Base Business Net Sales (1)
$
551.6
(1.9
)%
$
1,932.6
(3.3
)%
Diluted EPS
$
(2.81
)
NM
$
(3.18
)
257.3
%
Adj. Diluted EPS (1)
$
0.31
3.3
%
$
0.70
(29.3
)%
Net Loss
$
(222.4
)
NM
$
(251.3
)
279.5
%
Adj. Net Income (1)
$
24.6
4.6
%
$
55.7
(24.6
)%
Adj. EBITDA (1)
$
86.1
(0.8
)%
$
295.4
(7.1
)%
Guidance for Full Year Fiscal 2025
- Net sales range of $1.890 billion to $1.950 billion.
- Adjusted EBITDA range of $290.0 million to $300.0 million.
- Adjusted diluted earnings per share range of $0.65 to
$0.75.
Commenting on the results, Casey Keller, President and Chief
Executive Officer of B&G Foods, stated, “B&G Foods’ fourth
quarter results were in line or slightly above expectations, with
some improvement versus prior quarters. We expect first half fiscal
2025 trends to continue to be soft, with sequential improvement in
the second half of the year as we lap consumer purchasing changes
following high inflation across the packaged foods industry.”
Financial Results for the Fourth Quarter of 2024
Net sales for the fourth quarter of 2024 decreased $26.5
million, or 4.6%, to $551.6 million from $578.1 million for the
fourth quarter of 2023. The decrease was primarily attributable to
the Green Giant U.S. shelf-stable divestiture, a decrease in unit
volume, and the negative impact of foreign currency, partially
offset by an increase in net pricing and the impact of product mix.
Net sales of the Green Giant U.S. shelf-stable product line, which
the Company divested on November 8, 2023, were $15.9 million in the
fourth quarter of 2023.
Base business net sales for the fourth quarter of 2024 decreased
$10.7 million, or 1.9%, to $551.6 million from $562.3 million for
the fourth quarter of 2023. The decrease in base business net sales
was driven by a decrease in unit volume of $12.4 million, or 2.2%,
and the negative impact of foreign currency of $0.4 million,
partially offset by an increase in net pricing and the impact of
product mix of $2.1 million, or 0.4% of base business net
sales.
Gross profit was $118.7 million for the fourth quarter of 2024,
or 21.5% of net sales. Adjusted gross profit(1), which excludes the
negative impact of $3.7 million of acquisition/divestiture-related
expenses and non-recurring expenses included in cost of goods sold
during the fourth quarter of 2024, was $122.3 million, or 22.2% of
net sales. Gross profit was $125.2 million for the fourth quarter
of 2023, or 21.7% of net sales. Adjusted gross profit, 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 $126.7 million, or 21.9% of net sales.
Selling, general and administrative expenses decreased $2.9
million, or 5.5%, to $50.3 million for the fourth quarter of 2024
from $53.2 million for the fourth quarter of 2023. The decrease was
composed of decreases in consumer marketing expenses of $1.7
million, general and administrative expenses of $1.1 million,
warehousing expenses of $0.7 million, and selling expenses of $0.2
million, partially offset by an increase in
acquisition/divestiture-related and non-recurring expenses of $0.8
million. Expressed as a percentage of net sales, selling, general
and administrative expenses improved by 0.1 percentage points to
9.1% for the fourth quarter of 2024, as compared to 9.2% for the
fourth quarter of 2023.
During the fourth quarter of 2024, the Company recorded pre-tax,
non-cash impairment charges of $320.0 million related to intangible
trademark assets for the Green Giant, Victoria, Static Guard and
McCann’s brands. See “Impairment of Intangible Assets” below.
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.
Net interest expense decreased $0.6 million, or 1.4%, to $39.6
million for the fourth quarter of 2024 from $40.2 million for the
fourth quarter of 2023. The decrease was primarily attributable to
a reduction in average long-term debt outstanding during the fourth
quarter of 2024 as compared to the fourth quarter of 2023,
partially offset by higher blended interest rates on the Company’s
long-term debt during the fourth quarter of 2024 compared to the
fourth quarter of 2023, as well as a non-cash loss on
extinguishment of debt during the fourth quarter of 2024 of $0.2
million, net of the accelerated amortization of deferred debt
financing costs, related to the Company’s redemption in full of its
then remaining outstanding 5.25% senior notes due 2025.
The Company had a net loss of $222.4 million, or $2.81 per
diluted share, for the fourth quarter of 2024, compared to net
income of $2.6 million, or $0.03 per diluted share, for the fourth
quarter of 2023. The decrease in net income and diluted earnings
per share were primarily attributable to the pre-tax, non-cash
impairment charges of $320.0 million related to intangible
trademark assets in the fourth quarter of 2024, and a reduction in
base business net sales for the fourth quarter of 2024 compared to
the fourth quarter of 2023, partially offset by the pre-tax,
non-cash impairment charges of $20.5 million related to intangible
trademark assets, and an additional net loss on sale of assets
relating to the Green Giant U.S. shelf-stable divestiture of $4.8
million, each recorded in the fourth quarter of 2023.
The Company’s adjusted net income for the fourth quarter of 2024
was $24.6 million, or $0.31 per adjusted diluted share, compared to
adjusted net income of $23.5 million, or $0.30 per adjusted diluted
share, for the fourth quarter of 2023.
For the fourth quarter of 2024, adjusted EBITDA was $86.1
million, a decrease of $0.7 million, or 0.8%, compared to $86.8
million for the fourth quarter of 2023. The decrease in adjusted
EBITDA was primarily attributable to the reduction of base business
net sales in the fourth quarter of 2024, the impact of the Green
Giant U.S. shelf-stable divestiture and the negative impact of
foreign currency on the cost of goods sold for products
manufactured at the Company’s Green Giant manufacturing facility in
Mexico, partially offset by a decrease in selling, general and
administrative expenses. Adjusted EBITDA as a percentage of net
sales was 15.6% for the fourth quarter of 2024, compared to 15.0%
for the fourth quarter of 2023.
Financial Results for Full Year Fiscal 2024
Net sales for fiscal 2024 decreased $129.8 million, or 6.3%, to
$1,932.5 million from $2,062.3 million for fiscal 2023. The
decrease was primarily attributable to a decrease in base business
net sales and the Green Giant U.S. shelf-stable divestiture. Net
sales of the Green Giant U.S. shelf-stable product line, which the
Company divested on November 8, 2023, were $64.4 million in fiscal
2023.
Base business net sales for fiscal 2024 decreased $65.4 million,
or 3.3%, to $1,932.6 million from $1,998.0 million for fiscal 2023.
The decrease in base business net sales was driven by a decrease in
unit volume of $51.1 million, or 2.6%, a decrease in net pricing
and the impact of product mix of $13.4 million, or 0.7% of base
business net sales, and the negative impact of foreign currency of
$0.9 million.
Gross profit was $422.0 million for fiscal 2024, or 21.8% of net
sales. Adjusted gross profit, which excludes the negative impact of
$6.0 million of acquisition/divestiture-related expenses and
non-recurring expenses included in cost of goods sold during fiscal
2024, was $427.9 million, or 22.1% of net sales. Gross profit was
$455.5 million for fiscal 2023, or 22.1% of net sales. Adjusted
gross profit, 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.
Selling, general and administrative expenses decreased $7.9
million, or 4.1%, to $188.1 million for fiscal 2024 from $196.0
million for fiscal 2023. The decrease was composed of decreases in
consumer marketing expenses of $4.7 million, selling expenses of
$3.9 million and warehousing expenses of $2.3 million, partially
offset by increases in general and administrative expenses of $2.8
million and acquisition/divestiture-related and non-recurring
expenses of $0.2 million. Expressed as a percentage of net sales,
selling, general and administrative expenses increased by 0.2
percentage points to 9.7% for fiscal 2024, as compared to 9.5% for
fiscal 2023.
During fiscal 2024, the Company recorded pre-tax, non-cash
impairment charges of $320.0 million related to intangible
trademark assets for the Green Giant, Victoria, Static Guard and
McCann’s brands in the fourth quarter, and $70.6 million related to
goodwill for the Company’s Frozen & Vegetables reporting unit
in the first quarter. See “Impairment of Intangible Assets” below.
During fiscal 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.
Net interest expense increased $6.1 million, or 4.0%, to $157.4
million for fiscal 2024 from $151.3 million for fiscal 2023. The
increase was primarily attributable to higher blended interest
rates on the Company’s long-term debt during fiscal 2024 compared
to fiscal 2023, partially offset by a reduction in average
long-term debt outstanding during fiscal 2024 compared to fiscal
2023. Net interest expense during fiscal 2024 was negatively
impacted by a non-cash loss on extinguishment of debt of $2.1
million and debt refinancing costs of $1.1 million related to the
Company’s refinancing of its senior secured credit facility, and
the accelerated amortization of deferred debt financing costs of
$0.5 million resulting from the retirement of long-term debt during
fiscal 2024. In addition, net interest expense for fiscal 2023 was
reduced by $0.9 million as a result of a net gain on extinguishment
of debt, net of the accelerated amortization of deferred debt
financing costs, related to the Company’s repurchase of a portion
of its then outstanding 5.25% senior notes due 2025.
The Company had a net loss of $251.3 million, or $3.18 per
diluted share, for fiscal 2024, compared to a net loss of $66.2
million, or $0.89 per diluted share, for fiscal 2023. The Company’s
net loss for fiscal 2024 was primarily attributable to the pre-tax,
non-cash impairment charges of $320.0 million related to intangible
trademark assets in the fourth quarter of 2024, pre-tax, non-cash
impairment charges of $70.6 million recorded during the first
quarter of 2024 for the impairment of goodwill within the Company’s
Frozen & Vegetables reporting unit, the reduction of base
business net sales in fiscal 2024, and the impact of the Green
Giant U.S. shelf-stable divestiture. The Company’s net loss for
fiscal 2023 was primarily attributable to a loss on sale of assets
relating to the Green Giant U.S. shelf-stable divestiture of $137.7
million, of which $132.9 million was recorded during the third
quarter and $4.8 million was recorded during the fourth
quarter.
The Company’s adjusted net income for fiscal 2024 was $55.7
million, or $0.70 per adjusted diluted share, compared to adjusted
net income of $73.9 million, or $0.99 per adjusted diluted share,
for fiscal 2023. The reduction in adjusted net income and adjusted
diluted earnings per share in fiscal 2024 was primarily
attributable to the reduction in base business net sales in fiscal
2024, the impact of the Green Giant U.S. shelf-stable divestiture,
and the negative impact of foreign currency on the cost of goods
sold for products manufactured at the Company’s Green Giant
manufacturing facility in Mexico. The Company’s adjusted diluted
earnings per share for fiscal 2024 was also negatively impacted by
an increase to the weighted average shares outstanding in fiscal
2024 compared to fiscal 2023.
For fiscal 2024, adjusted EBITDA was $295.4 million, a decrease
of $22.6 million, or 7.1%, compared to $318.0 million for fiscal
2023. Adjusted EBITDA as a percentage of net sales was 15.3% for
fiscal 2024, compared to 15.4% for fiscal 2023.
Segment Results(2)
Historically, the Company operated in a single industry segment.
However, beginning with the first quarter of 2024, the Company now
operates in, and has begun reporting results by, four business
segments. This change stemmed from the Company’s recent formation
and the evolution of the Company’s four business units: Specialty,
Meals, Frozen & Vegetables and Spices & Flavor Solutions,
which are further described below. Prior period segment results in
this earnings press release have been recast to reflect the change
from one single business segment to four business segments.
Specialty — includes, among others, the
Crisco, Clabber Girl, Bear Creek, Polaner, Underwood, B&G,
Grandma’s, New York Style, Don Pepino, Sclafani, B&M, Baker’s
Joy, Regina, TrueNorth, Static Guard, SugarTwin and Brer Rabbit
brands.
Meals — includes, among others, the Ortega,
Maple Grove Farms, Cream of Wheat, Las Palmas, Victoria, Mama
Mary’s, Spring Tree, McCann’s, Carey’s and Vermont Maid brands.
Frozen & Vegetables — includes the Green
Giant and Le Sueur brands.
Spices & Flavor Solutions — includes,
among others, the Dash, Spice Islands, Weber, Ac’cent, Tone’s,
Trappey’s, Durkee and Wright’s brands.
Specialty Segment Results
Specialty segment results were as follows (dollars in
thousands):
Fourth Quarter
Fiscal Year
Ended
Ended
December 28,
December 30,
December 28,
December 30,
2024
2023
$ Change
% Change
2024
2023
$ Change
% Change
Specialty segment net sales
$
216,732
$
227,263
$
(10,531
)
(4.6
)%
$
679,076
$
722,429
$
(43,353
)
(6.0
)%
Specialty segment adjusted expenses
156,786
170,059
(13,273
)
(7.8
)%
508,939
552,016
(43,077
)
(7.8
)%
Specialty segment adjusted EBITDA
$
59,946
$
57,204
$
2,742
4.8
%
$
170,137
$
170,413
$
(276
)
(0.2
)%
For the fourth quarter and full year 2024, the decrease in
Specialty segment net sales was primarily due to lower Crisco
pricing, driven by decreased commodity costs, coupled with modest
declines in volumes across the Specialty business unit in the
aggregate. The increase in Specialty segment adjusted EBITDA for
the fourth quarter of 2024 was primarily due to decreased costs in
certain raw materials, partially offset by a decrease in net sales.
Specialty segment adjusted EBITDA was essentially flat for fiscal
year 2024 primarily due to lower net sales, mostly offset by
decreased costs in certain raw materials and favorable product
mix.
Meals Segment Results
Meals segment results were as follows (dollars in
thousands):
Fourth Quarter
Fiscal Year
Ended
Ended
December 28,
December 30,
December 28,
December 30,
2024
2023
$ Change
% Change
2024
2023
$ Change
% Change
Meals segment net sales
$
122,895
$
125,327
$
(2,432
)
(1.9
)%
$
462,397
$
477,567
$
(15,170
)
(3.2
)%
Meals segment adjusted expenses
94,635
97,239
(2,604
)
(2.7
)%
361,344
374,521
(13,177
)
(3.5
)%
Meals segment adjusted EBITDA
$
28,260
$
28,088
$
172
0.6
%
$
101,053
$
103,046
$
(1,993
)
(1.9
)%
For the fourth quarter and full year 2024, the decrease in Meals
segment net sales was primarily due to a decrease in volumes across
the Meals business unit in the aggregate, partially offset by an
increase in net pricing and product mix. Meals segment adjusted
EBITDA was essentially flat for the fourth quarter of 2024. The
decrease in Meals segment adjusted EBITDA for fiscal 2024 was
primarily due to a decrease in net sales.
Frozen & Vegetables Segment Results
Frozen & Vegetables segment results were as follows (dollars
in thousands):
Fourth Quarter
Fiscal Year
Ended
Ended
December 28,
December 30,
December 28,
December 30,
2024
2023
$ Change
% Change
2024
2023
$ Change
% Change
Frozen & Vegetables segment net
sales
$
110,137
$
128,546
$
(18,409
)
(14.3
)%
$
395,785
$
473,570
$
(77,785
)
(16.4
)%
Frozen & Vegetables segment adjusted
expenses
113,412
127,117
(13,705
)
(10.8
)%
386,263
446,482
(60,219
)
(13.5
)%
Frozen & Vegetables segment adjusted
EBITDA
$
(3,275
)
$
1,429
$
(4,704
)
(329.2
)%
$
9,522
$
27,088
$
(17,566
)
(64.8
)%
For the fourth quarter and full year 2024, the decrease in
Frozen & Vegetables segment net sales was primarily due to the
Green Giant U.S. shelf-stable divestiture (which negatively
impacted net sales versus the prior year period by $15.9 million
and $64.5 million, respectively), a decrease in net pricing and a
decline in volumes. The decrease in Frozen & Vegetables segment
adjusted EBITDA was primarily due to the negative impact of foreign
currency on Green Giant raw material and manufacturing costs, an
increase in raw material costs, the Green Giant U.S. shelf-stable
divestiture and a decrease in net sales.
Spices & Flavor Solutions Segment Results
Spices & Flavor Solutions segment results were as follows
(dollars in thousands):
Fourth Quarter
Fiscal Year
Ended
Ended
December 28,
December 30,
December 28,
December 30,
2024
2023
$ Change
% Change
2024
2023
$ Change
% Change
Spices & Flavor Solutions segment net
sales
$
101,804
$
96,992
$
4,812
5.0
%
$
395,196
$
388,747
$
6,449
1.7
%
Spices & Flavor Solutions segment
adjusted expenses
75,781
71,612
4,169
5.8
%
284,348
276,502
7,846
2.8
%
Spices & Flavor Solutions segment
adjusted EBITDA
$
26,023
$
25,380
$
643
2.5
%
$
110,848
$
112,245
$
(1,397
)
(1.2
)%
For the fourth quarter and full year 2024, the increase in
Spices & Flavor Solutions segment net sales was primarily due
to increased volumes across the Spices & Flavor Solutions
business unit in the aggregate. Fourth quarter 2024 Spices &
Flavor Solutions segment net sales also benefited from higher net
pricing and product mix. Fiscal year 2024 Spices & Flavor
Solutions net sales were negatively impacted by lower net pricing
and product mix. The increase in Spices & Flavor Solutions
segment adjusted EBITDA for the fourth quarter of 2024 was
primarily due to the increase in net sales, partially offset by
increases in raw material costs. The decrease in Spices &
Flavor Solutions segment adjusted EBITDA for fiscal 2024 was
primarily due to increases in trade spending, the impact of product
mix and increases in raw material costs, partially offset by an
increase in net sales.
Impairment of Intangible Assets
The Company annually tests its indefinite-lived intangible
assets at least annually and whenever events or circumstances occur
indicating that goodwill or indefinite-lived intangible assets
might be impaired. The Company tests indefinite-lived intangible
assets by comparing the fair values with the carrying values and
recognize a loss for the difference. Estimating the fair value for
these purposes requires significant estimates and assumptions by
management, including future cash flows consistent with
management’s expectations, annual sales growth rates, and certain
assumptions underlying a discount rate based on available market
data. Significant management judgment is necessary to estimate the
impact of competitive operating, macroeconomic and other factors to
estimate the future levels of sales and cash flows.
Our annual impairment testing during the fourth quarter of 2024
resulted in the Company recording pre-tax, non-cash impairment
charges of $320.0 million related to intangible trademark assets
for the Green Giant, Victoria, Static Guard and McCann’s brands.
Green Giant is part of the Frozen & Vegetables segment;
Victoria and McCann’s are part of the Meals segment; and Static
Guard is part of the Specialty segment. These charges reflect
partial impairments of each brand as net sales and contributions to
the Company’s operating results for each of these brands have not
met the Company’s expectations.
As previously reported, in connection with the Company’s
transition from one reportable segment to four reportable segments
during the first quarter of 2024, the Company reassigned assets and
liabilities, including goodwill, between four reporting units
(which are the same as the Company’s reportable segments) and
completed a goodwill impairment test, both prior to and subsequent
to the change, comparing the fair values of the reporting units to
the carrying values. The goodwill impairment test resulted in the
Company recognizing pre-tax, non-cash goodwill impairment charges
of $70.6 million within its Frozen & Vegetables reporting unit
during the first quarter of 2024.
Full Year Fiscal 2025 Guidance
For fiscal 2025, net sales are expected to be $1.890 billion to
$1.950 billion, adjusted EBITDA is expected to be $290.0 million to
$300.0 million, and adjusted diluted earnings per share are
expected to be $0.65 to $0.75.
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 25, 2025 to discuss fourth quarter 2024 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, impairment of intangible
assets, and non-recurring expenses, gains and losses), “segment
adjusted EBITDA” (adjusted EBITDA for business segments), “segment
adjusted expenses” (primarily includes cost of goods sold and other
expenses incurred by the Company’s business segments to run
day-to-day operations, excluding unallocated corporate items,
depreciation and amortization, acquisition/divestiture-related and
non-recurring expenses, impairment of intangible assets, goodwill
and assets held for sale, gains and losses on sales of assets,
interest expense, and income tax expense or benefit), “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
income (loss), 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, adjusted EBITDA,
segment adjusted EBITDA and reconciliations of EBITDA, adjusted
EBITDA and segment adjusted EBITDA to net (loss) income and, in the
case of EBITDA and adjusted EBITDA, to net cash provided by
operating activities, is included below for the fourth quarter and
full year 2024 and 2023, along with the components of EBITDA,
adjusted EBITDA and segment 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, changes in stockholders’ equity and cash flows.
End Notes
(1)
Please see “About Non-GAAP
Financial Measures and Items Affecting Comparability” above for the
definition of the non-GAAP financial measures “base business net
sales,” “adjusted diluted earnings per share,” “adjusted net income
,” “EBITDA,” “adjusted EBITDA,” “segment adjusted EBITDA,” “segment
adjusted expenses,” “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)
Segment net sales, segment
adjusted expenses and segment adjusted EBITDA are the primary
measures used by the Company’s chief operating decision maker
(CODM) to evaluate segment operating performance and to decide how
to allocate resources to segments. The Company’s CODM is the
Company’s chief executive officer. Segment adjusted expenses and
segment adjusted EBITDA exclude unallocated corporate items,
depreciation and amortization, acquisition/divestiture-related and
non-recurring expenses, impairment of intangible assets, gains and
losses on sales of assets, interest expense, and income tax expense
or benefit. Unallocated corporate items consist of centrally
managed corporate functions, including selling, marketing,
procurement, centralized administrative functions, insurance, and
other similar expenses not directly tied to segment operating
performance. Depreciation and amortization expenses are neither
maintained nor available by business segment, as the Company’s
manufacturing, warehouse, and distribution activities are centrally
managed. These items that are centrally managed at the corporate
level, and therefore excluded from the measures of segment adjusted
expenses and segment adjusted EBITDA, are reviewed by the CODM.
Expenses that are managed centrally but can be attributed to a
segment, such as warehousing and transportation expenses, are
generally allocated to segments based on net sales.
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 B&G Foods’ overall expectations
for fiscal 2025 and beyond, including our expectations as to first
half fiscal 2025 trends and sequential improvement in the second
half of the year. 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, 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 28,
December 30,
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
50,583
$
41,094
Trade accounts receivable, net
172,260
143,015
Inventories
511,232
568,980
Prepaid expenses and other current
assets
38,301
41,747
Income tax receivable
9,068
7,988
Total current assets
781,444
802,824
Property, plant and equipment, net
278,119
302,288
Operating lease right-of-use assets
55,431
70,046
Finance lease right-of-use assets
773
1,832
Goodwill
548,231
619,399
Other intangible assets, net
1,285,946
1,627,836
Other assets
34,788
23,484
Deferred income taxes
9,320
15,581
Total assets
$
2,994,052
$
3,463,290
Liabilities and Stockholders’
Equity
Current liabilities:
Trade accounts payable
$
113,209
$
123,778
Accrued expenses
83,960
83,217
Current portion of operating lease
liabilities
17,963
16,939
Current portion of finance lease
liabilities
726
1,070
Current portion of long-term debt
5,625
22,000
Income tax payable
344
475
Dividends payable
15,038
14,939
Total current liabilities
236,865
262,418
Long-term debt, net of current portion
2,014,823
2,023,088
Deferred income taxes
168,027
267,053
Long-term operating lease liabilities, net
of current portion
37,697
53,724
Long-term finance lease liabilities, net
of current portion
—
726
Other liabilities
11,833
20,818
Total liabilities
2,469,245
2,627,827
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; 79,144,800 and 78,624,419 shares
issued and outstanding as of December 28, 2024 and December 30,
2023, respectively
791
786
Additional paid-in capital
—
46,990
Accumulated other comprehensive (loss)
income
(4,743
)
2,597
Retained earnings
528,759
785,090
Total stockholders’ equity
524,807
835,463
Total liabilities and stockholders’
equity
$
2,994,052
$
3,463,290
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Operations (In thousands,
except per share data) (Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 28,
December 30,
December 28,
December 30,
2024
2023
2024
2023
Net sales
$
551,568
$
578,128
$
1,932,454
$
2,062,313
Cost of goods sold
432,881
452,957
1,510,504
1,606,792
Gross profit
118,687
125,171
421,950
455,521
Operating expenses:
Selling, general and administrative
expenses
50,340
53,246
188,068
196,044
Amortization expense
5,111
5,111
20,444
20,760
Impairment of goodwill
—
—
70,580
—
Loss on sales of assets
—
4,764
135
137,798
Impairment of intangible assets
320,000
20,500
320,000
20,500
Operating (loss) income
(256,764
)
41,550
(177,277
)
80,419
Other expenses (income):
Interest expense, net
39,648
40,225
157,447
151,333
Other income
(1,081
)
(962
)
(4,215
)
(3,781
)
(Loss) income before income tax
benefit
(295,331
)
2,287
(330,509
)
(67,133
)
Income tax benefit
(72,917
)
(288
)
(79,258
)
(935
)
Net (loss) income
$
(222,414
)
$
2,575
$
(251,251
)
$
(66,198
)
Weighted average shares outstanding:
Basic
79,152
78,624
79,012
74,267
Diluted
79,152
78,624
79,012
74,267
(Loss) earnings per share:
Basic
$
(2.81
)
$
0.03
$
(3.18
)
$
(0.89
)
Diluted
$
(2.81
)
$
0.03
$
(3.18
)
$
(0.89
)
Cash dividends declared per share
$
0.190
$
0.190
$
0.760
$
0.760
B&G Foods, Inc. and Subsidiaries
Net Sales, Expenses and Adjusted EBITDA by Segment and
Reconciliation of Segment Adjusted EBITDA to Net (Loss)
Income (In thousands) (Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 28,
December 30,
December 28,
December 30,
2024
2023
2024
2023
Segment net sales:
Specialty
$
216,732
$
227,263
$
679,076
$
722,429
Meals
122,895
125,327
462,397
477,567
Frozen & Vegetables
110,137
128,546
395,785
473,570
Spices & Flavor Solutions
101,804
96,992
395,196
388,747
Total segment net sales
551,568
578,128
1,932,454
2,062,313
Segment adjusted expenses:
Specialty
156,786
170,059
508,939
552,016
Meals
94,635
97,239
361,344
374,521
Frozen & Vegetables
113,412
127,117
386,263
446,482
Spices & Flavor Solutions
75,781
71,612
284,348
276,502
Total segment adjusted expenses
440,614
466,027
1,540,894
1,649,521
Segment adjusted EBITDA:
Specialty
59,946
57,204
170,137
170,413
Meals
28,260
28,088
101,053
103,046
Frozen & Vegetables
(3,275
)
1,429
9,522
27,088
Spices & Flavor Solutions
26,023
25,380
110,848
112,245
Total segment adjusted EBITDA
110,954
112,101
391,560
412,792
Unallocated corporate expenses
24,875
25,326
96,147
94,797
Adjusted EBITDA
$
86,079
$
86,775
$
295,413
$
317,995
Depreciation and amortization
$
16,905
$
17,034
$
68,614
$
69,620
Acquisition/divestiture-related and
non-recurring expenses
4,649
1,965
8,938
5,877
Impairment of goodwill
—
—
70,580
—
Loss on sales of assets
—
4,764
135
137,798
Impairment of intangible assets
320,000
20,500
320,000
20,500
Impairment of property, plant and
equipment, net
208
—
208
—
Interest expense, net
39,648
40,225
157,447
151,333
Income tax benefit
(72,917
)
(288
)
(79,258
)
(935
)
Net (loss) income
$
(222,414
)
$
2,575
$
(251,251
)
$
(66,198
)
B&G Foods, Inc. and Subsidiaries
Items Affecting Comparability Reconciliation of Net
(Loss) Income to EBITDA(1) and Adjusted EBITDA(1) (In
thousands) (Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 28,
December 30,
December 28,
December 30,
2024
2023
2024
2023
Net (loss) income
$
(222,414
)
$
2,575
$
(251,251
)
$
(66,198
)
Income tax benefit
(72,917
)
(288
)
(79,258
)
(935
)
Interest expense, net(2)
39,648
40,225
157,447
151,333
Depreciation and amortization
16,905
17,034
68,614
69,620
EBITDA(1)
(238,778
)
59,546
(104,448
)
153,820
Acquisition/divestiture-related and
non-recurring expenses(3)
4,649
1,965
8,938
5,877
Impairment of goodwill(4)
—
—
70,580
—
Loss on sales of assets(5)
—
4,764
135
137,798
Impairment of property, plant and
equipment, net
208
—
208
—
Impairment of intangible assets(6)
320,000
20,500
320,000
20,500
Adjusted EBITDA(1)
$
86,079
$
86,775
$
295,413
$
317,995
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 28,
December 30,
December 28,
December 30,
2024
2023
2024
2023
Net cash provided by operating
activities
$
80,348
$
92,078
$
130,914
$
247,759
Income tax benefit
(72,917
)
(288
)
(79,258
)
(935
)
Interest expense, net(2)
39,648
40,225
157,447
151,333
Impairment of goodwill(4)
—
—
(70,580
)
—
(Loss) gain on extinguishment of
debt(2)
(188
)
(457
)
(2,126
)
911
Loss on sales of assets and impairment of
property, plant and equipment(5)
(300
)
(4,799
)
(558
)
(138,523
)
Deferred income taxes
82,139
7,455
99,107
26,395
Amortization of deferred debt financing
costs and bond discount/premium
(1,391
)
(1,819
)
(5,928
)
(7,510
)
Share-based compensation expense
(1,869
)
(1,739
)
(8,664
)
(7,191
)
Changes in assets and liabilities, net of
effects of business combinations
(44,248
)
(50,610
)
(4,802
)
(97,919
)
Impairment of intangible assets(7)
(320,000
)
(20,500
)
(320,000
)
(20,500
)
EBITDA(1)
(238,778
)
59,546
(104,448
)
153,820
Acquisition/divestiture-related and
non-recurring expenses(3)
4,649
1,965
8,938
5,877
Impairment of goodwill
—
—
70,580
—
Loss on sales of assets(5)
—
4,764
135
137,798
Impairment of property, plant and
equipment, net
208
—
208
—
Impairment of intangible assets(7)
320,000
20,500
320,000
20,500
Adjusted EBITDA(1)
$
86,079
$
86,775
$
295,413
$
317,995
B&G Foods, Inc. and Subsidiaries
Items Affecting Comparability Reconciliation of Net
(Loss) Income to Adjusted Net Income(8) and Adjusted Diluted
Earnings per Share(8) (In thousands, except per share
data) (Unaudited)
Fourth Quarter Ended
Fiscal Year Ended
December 28,
December 30,
December 28,
December 30,
2024
2023
2024
2023
Net (loss) income
$
(222,414
)
$
2,575
$
(251,251
)
$
(66,198
)
Loss (gain) on extinguishment of
debt(2)
188
457
2,126
(911
)
Debt financing costs(8)
—
—
1,140
—
Acquisition/divestiture-related and
non-recurring expenses(3)
4,649
1,965
8,938
5,877
Impairment of goodwill(4)
—
—
70,580
—
Loss on sales of assets(5)
—
4,764
135
137,798
Accelerated amortization of deferred debt
financing costs(9)
—
—
456
—
Impairment of intangible assets(6)
320,000
20,500
320,000
20,500
Impairment of property, plant and
equipment, net
208
—
208
—
Tax adjustment related to Back to Nature
divestiture(10)
—
—
—
14,736
Tax true-up(11)
1,636
—
2,282
—
Tax effects of non-GAAP
adjustments(12)
(79,636
)
(6,712
)
(98,876
)
(37,925
)
Adjusted net income(7)
$
24,631
$
23,549
$
55,738
$
73,877
Adjusted diluted earnings per share(7)
$
0.31
$
0.30
$
0.70
$
0.99
__________________________
(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, 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, the Company’s
senior secured notes indenture and the Company’s senior notes
indenture 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
2024 includes a loss on extinguishment of debt of $2.1 million (or
$1.6 million, net of tax), $1.3 million of which relates to the
refinancing of tranche B term loans and $0.6 million of which
relates to the refinancing of revolving credit loans during the
third quarter of 2024, and $0.2 million of which relates to the
Company’s redemption in full of its then remaining outstanding
5.25% senior notes due 2025 during the fourth quarter of 2024.
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 primarily include acquisition,
integration and divestiture-related expenses for prior and
potential future acquisitions and divestitures, and non-recurring
expenses.
(4)
In connection with the Company’s
transition from one reportable segment to four reportable segments
during the first quarter of 2024, the Company reassigned assets and
liabilities, including goodwill, between four reporting units
(which are the same as the Company’s reportable segments). The
Company completed a goodwill impairment test, both prior to and
subsequent to the change in reporting structure, comparing the fair
values of the reporting units to the carrying values. The goodwill
impairment test resulted in the Company recognizing pre-tax,
non-cash goodwill impairment charges of $70.6 million (or $53.4
million, net of tax) within its Frozen & Vegetables reporting
unit during the first quarter of 2024.
(5)
In connection with the
divestiture of the Company’s Green Giant U.S. shelf-stable product
line during the fourth quarter of 2023, the Company recorded
pre-tax, non-cash impairment charges of $132.9 million (or $100.4
million, net of tax) relating to the assets held for sale 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 during
fiscal 2023 of $137.7 million (or $104.0 million, net of tax) and
an additional $0.1 million during the first quarter of fiscal
2024.
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.
(6)
During the fourth quarter of
2024, the Company recorded pre-tax, non-cash impairment charges of
$320.0 million (or $241.6 million, net of tax) related to
intangible trademark assets for the Green Giant, Victoria, Static
Guard and McCann’s brands.
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 (loss) and diluted earnings (loss) per share adjusted for
certain items that affect comparability. These non-GAAP financial
measures reflect adjustments to net income (loss) and diluted
earnings (loss) 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)
Debt financing costs for fiscal
2024 reflects the portion of debt financing costs incurred in
connection with the Company’s refinancing of the Company’s senior
secured credit facility that is included in net interest expense
for fiscal 2024. Of the $1.1 million (or $0.9 million, net of tax)
included in net interest expense for fiscal 2024, $0.7 million
relates to the refinancing of revolving credit loans and $0.4
million relates to the refinancing of tranche B term loans.
(9)
Net interest expense for fiscal
2024 includes the accelerated amortization of deferred debt
financing costs of $0.5 million (or $0.3 million, net of tax),
resulting from the Company’s prepayment of $21.3 million aggregate
principal amount of tranche B term loans and repurchase of $0.7
million aggregate principal amount of 8.00% senior secured notes
due 2028 during the second quarter of 2024.
(10)
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.
(11)
Tax true-up for the fourth
quarter and full year 2024 relates to return to provision
adjustments in the U.S., Mexico and Canada.
(12)
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 28,
December 30,
December 28,
December 30,
2024
2023
2024
2023
Net sales
$
551,568
$
578,128
$
1,932,454
$
2,062,313
Net sales from discontinued or divested
brands(2)
—
(15,813
)
106
(64,333
)
Base business net sales
$
551,568
$
562,315
$
1,932,560
$
1,997,980
__________________________
(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)
For the fourth quarter and fiscal
2023, reflects net sales of the Green Giant U.S. shelf-stable
product line, which was divested on November 8, 2023, partially
offset by a net credit paid to customers relating to discontinued
brands. For fiscal 2024, reflects a net credit paid to customers
relating to discontinued and divested 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 28,
December 30,
December 28,
December 30,
2024
2023
2024
2023
Gross profit
$
118,687
$
125,171
$
421,950
$
455,521
Acquisition/divestiture-related expenses
and non-recurring expenses included in cost of goods sold(2)
3,658
1,568
5,979
2,921
Adjusted gross profit(1)
$
122,345
$
126,739
$
427,929
$
458,442
Gross profit percentage
21.5
%
21.7
%
21.8
%
22.1
%
Acquisition/divestiture-related expenses
and non-recurring expenses included in cost of goods sold as a
percentage of net sales
0.7
%
0.3
%
0.3
%
0.1
%
Adjusted gross profit percentage(1)
22.2
%
21.9
%
22.1
%
22.2
%
__________________________
(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
primarily include acquisition, integration and divestiture-related
expenses for prior and potential future acquisitions and
divestitures, and non-recurring expenses.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250225864429/en/
Investor Relations: ICR, Inc. Anna Kate Heller
bgfoodsIR@icrinc.com
Media Relations: ICR, Inc. Matt Lindberg 203.682.8214
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