B&g Foods, Inc. · NYSE:BGS
B&g Foods — Debt Investor Presentation (October 2015)
39 slides from B&g Foods's debt investor presentation, Oct 5, 2015
Slide 1: Public Lender Presentation October 5, 2015
CONFIDENTIAL Public Lender Presentation October 5, 2015
Slide 2: Confidential Information and Forward-Looking Statements
Confidential Information The following presentation includes confidential information and constitutes “Evaluation Material” as defined in the Notice To and Undertaking By Recipients contained in the Confidential Information Memorandum dated October 2015, and is subject to the confidentiality provisi
Slide 3: About Non-GAAP Financial Measures
About Non-GAAP Financial Measures Certain disclosures in this presentation include “non-GAAP (Generally Accepted Accounting Principles) financial measures.” “EBITDA” (which we define as net income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of
Slide 4: Agenda
Agenda Transaction Overview Greg Smith, Barclays Introduction Bob Cantwell, B&G Foods Green Giant Overview Bob Cantwell, B&G Foods B&G Foods Update Tom Crimmins, B&G Foods Syndication Overview Ben Burton, Barclays Appendix
Slide 5: Transaction Overview
Transaction Overview Barclays
Slide 6: Transaction Summary
Transaction Summary B&G Foods (“B&G” or the “Company”) manufactures, sells and distributes a diverse portfolio of branded, high quality, shelf-stable food and household products across the United States, Canada and Puerto Rico Diverse portfolio of 40+ brands, including condiments, ethnic foods, hot
Slide 7: Sources & Uses and Pro Forma Projected Capitalization
Sources & Uses and Pro Forma Projected Capitalization ($ in millions) Sources $ % Uses $ % Cash $0 0.0% Purchase Price $765 88.6% Existing Revolver New Term Loan B 364 500 42.1% 57.9% Closing Inventory Adjustment Fees and Expenses Initial Working Capital Build 60 19 20 6.9% 2.2% 2.3% Total Sources $
Slide 8: Bob Cantwell
Bob Cantwell President & CEO 2, VS oe eS ome ope oe ee > GD pattros BETY REGINA. Wrights MB vine: Eu
Slide 9: B&G Foods at a glance
$858 million Net Sales Q2 2015 LTM Recently Announced Agreement to Acquire Green Giant (Annualized Net Sales of ~$550 million ) 1,000 Employees $3.9 billion Total Capitalization (1) NYSE Listed: BGS Eight Manufacturing Locations; Over 50 Co-Packers Global Sourcing of Products and Materials (1) Pro f
Slide 10: Our Investment Thesis
Our Investment Thesis We successfully acquire and operate established food brands and make them relevant for today’s consumer Maximize growth of high potential brands Conduct accretive M&A to grow shareholder value Maintain industry leading adjusted EBITDA margins Win with high quality superior prod
Slide 11: Focused Acquisition Strategy
Focused Acquisition Strategy Branded products with defensible market positions Focus on acquiring brands at accretive multiples Generate accretive cash flow of at least 50% of the EBITDA acquired Acquiring “like” products facilitates sales, distribution and G&A synergies Provides advantages over pri
Slide 12: Seven Acquisitions in the Last Three Years
Seven Acquisitions in the Last Three Years New York Style / Old London Acquisition Rickland Orchards Acquisition October 2012 October 2013 TrueNorth Acquisition Specialty Brands Acquisition May 2013 April 2014 Mama Mary’s Acquisition Pirate Brands Acquisition July 2013 July 2015 Green Giant Acquisit
Slide 13: B&G Foods Growth Strategy
B&G Foods Growth Strategy Pro Forma Projected Net Sales (1) ~$1.4 billion Net Sales Gross Sales 1996 Q2 2015 LTM The Future (1) Pro forma projected annual results for B&G Foods and Green Giant after the completion of a 6 to 12 month transition period. 9 Bolt-On + Transformative Acquisitions Cash flo
Slide 14: Strong, Well-Experienced Management Team
Strong, Well-Experienced Management Team B&G Foods’ management team has acquired and integrated over 40 brands successfully since 1996 Robert C. Cantwell President, CEO CPA at Deloitte & Touche B&G Foods CFO from 1991 through 2014 32 Thomas Crimmins EVP of Finance, CFO Spent 16 years at DRS Technolo
Slide 15: Overview of Green Giant Acquisition
Overview of Green Giant Acquisition
Slide 16: Acquisition Overview
Acquisition Overview Frozen manufacturing facility in Irapuato, Mexico and manufacturing equipment currently located at Intellectual property, inventory, co-pack agreements, etc. existing credit agreement including the receipt of regulatory approvals 11 Assets to be Acquired B&G Foods has signed an
Slide 17: Transaction Overview (continued)
Transaction Overview (continued) Pro Forma Projected (2) for Green Giant Frozen 25% Standalone B&G Foods Snacks 17% Dry Grocery 83% Snacks 11% Dry Grocery 64% Net Sales (1): ~$875 - $885mm Adjusted EBITDA (1) : ~$199 - $204mm Net Sales: ~$1,425 - $1,435mm Adjusted EBITDA: ~$294 - $304mm (1) Represen
Slide 18: Strategic Rationale
Strategic Rationale and Canada, respectively 13 Green Giant Acquisition Iconic brand #2 / #1 defensible brand positions in U.S. Adjacent (shelf-stable) and complementary (frozen) categories Flexible supply chain Frozen provides additional platform for future acquisitions Significant cash flow genera
Slide 19: Green Giant Snapshot
Green Giant Snapshot Key Products – Frozen Key Products – Shelf-Stable US Canada U.S. Canada Shelf-Stable 38% Frozen 62% (1) Per AC Nielsen xAOC. Excludes ice cream and ice cream novelties. 14 Strategic Rationale for Frozen Entry 99% Household Penetration Highly relevant to consumers and retailers W
Slide 20: Comprehensive Strategy to Reinvigorate Green Giant
Comprehensive Strategy to Reinvigorate Green Giant B&G Foods has a demonstrated track record of reinvigorating iconic brands +40-50 new employees (1) to be hired $20mm to $25mm in incremental brand support planned by B&G Foods B&G Foods plans to put significant resources behind the Green Giant busin
Slide 21: Manufacturing Footprint
Manufacturing Footprint B&G Foods has extensive experience self-manufacturing and working with co-packers Approximately 69% of total Green Giant shelf-stable and frozen products expected to be co-packed post acquisition Shelf-stable is 100% co-packed Approximately 66% of frozen expected to be co-pac
Slide 22: B&G Foods Financial Performance
B&G Foods Financial Performance Tom Crimmins, EVP of Finance & CFO
Slide 23: Superior Track Record of Growth and Profitability
Superior Track Record of Growth and Profitability B&G Foods has benefited from consistent management focused on profitable sales growth, implementing cost savings initiatives and improving productivity As a result net sales and adjusted EBITDA have grown at CAGRs of 9.7% and 13.8%, respectively, sin
Slide 24: First Half 2015
First Half 2015 B&G Foods continued its consistent financial performance during the first half of 2015, with 2.4% and 5.2% net sales and adjusted EBITDA growth, respectively ($ in millions) ($ in millions) 500 0 1 $410.8 $401.0 $129.4 $127.7 1 0 100 250 1 0 0 0 0 0 0 H1 2014 H1 2015 H1 2014 H1 2015
Slide 25: Proactively Moving to Enhance Margins
Proactively Moving to Enhance Margins Focused internally on improving margins on existing products and new product initiatives Trimmed 2015 promotional events Expected pricing gains in 2015 of $10-12 million Full-year 2015 adjusted EBITDA guidance of $199-204 million Increased 2014/2015 capex spendi
Slide 26: B&G Foods is Not Commodity Intensive
B&G Foods is Not Commodity Intensive Annual Expense (millions) $50.0 Maple Syrup Nuts Wheat Fruit Concentrate Sugar HFCS Ham 26 $12.5$11.8 $3.5$3.5$2.9$2.7
Slide 27: Expecting Costs to be Relatively Flat in 2015
Expecting Costs to be Relatively Flat in 2015 2013 -$1.4 million 2014 -$1.7 million 2015 (Est.) Flat 4.0 3.0 2.0 1.0 0.0 (1.0) (2.0) (3.0) (4.0) (5.0) (6.0) Commodities Packaging Transporation/Energy Currency Note: Figures on bar chart represent net cost increases or decreases. 27
Slide 28: Industry Leading Profitability and Capital Efficiency
Industry Leading Profitability and Capital Efficiency B&G Foods has consistently outperformed its competitors in key profitability metrics The charts below illustrate the Company’s superior adjusted EBITDA margin and strong free cash flow generation vs. its mid-cap food peers 23.2% Peer Average = 14
Slide 29: Pro Forma Financial Overview
Pro Forma Financial Overview
Slide 30: Strong Excess Cash Generation
Strong Excess Cash Generation ($ in millions) Pro Forma Projected FY2015 B&G Foods (1) Transac. Adj.(2) Pro Forma Net Sales $880 ~$550 $1,430 Adj. EBITDA % Margin $202 22.9% ~$98 17.7% $299 20.9% (+) Non-cash share based compensation 4 - 4 Adj. EBITDA before non-cash SBC $206 $98 $303 (-) Total Cape
Slide 31: Summary
Summary On September 3, 2015, B&G Foods announced that it has entered into an agreement to acquire the Green Giant and Le Sueur branded shelf-stable and frozen business ("Green Giant") in North America and select export markets from General Mills Green Giant is a leading vegetable brand in North Ame
Slide 32: Syndication Overview
Syndication Overview Barclays
Slide 33: Preliminary Terms of the Offering
Preliminary Terms of the Offering (1) The pledge in the case of any foreign subsidiaries will be limited to first-tier subsidiaries and will be limited to 100% of the non-voting equity interests (if any) and 65% of the voting interests of such foreign subsidiaries. 31 Borrower: B&G Foods, Inc. (the
Slide 34: Organizational Structure Chart
Organizational Structure Chart B&G Foods, Inc. orporation) Company North America, Inc. xico, S. de R.L.] Orchards LLC B&G Foods liability company) Operating Responsabilidad Limitada) Sirops Maple Grove Inc. wood Company olding Company (Québec comp limited liability (Delaware limited liability (Delaw
Slide 35: GD petro BEY REGINA. Wrights Mt Ace Ego
GD petro BEY REGINA. Wrights Mt Ace Ego
Slide 36: Non-GAAP Reconciliation
Non-GAAP Reconciliation ($ in millions) Pro Forma Projected FY2015 B&G Foods(1) Transac. Adj.(2) Pro Forma Net Income Income Tax Expense Interest Expense, Net Depreciation and Amortization $81 45 45 28 $36 20 28 14 $116 65 73 42 EBITDA $199 $98 $296 Acquisition-Related Expenses 3 - 3 Adjusted EBITDA
Slide 37: B&G Foods Historical Financial Performance
B&G Foods Historical Financial Performance Fiscal Year Ended December LTM ($ in millions) 2009 2010 2011 2012 2013 2014 Q2 2015 Net Sales % growth $501 2.9% $513.3 2.5% $543.9 6.0% $633.8 16.5% $725.0 14.4% $848.0 17.0% $857.8 8.0% Gross Profit % margin $149 29.7% $167.7 32.7% $177.8 32.7% $223.3 35
Slide 38: Historical Non-GAAP Reconciliations
Historical Non-GAAP Reconciliations Fiscal Year Ended December ($ in millions) 2008 2009 2010 2011 2012 2013 2014 Net income Income tax expense Interest expense, net Depreciation and amortization Loss on extinguishment of debt (1) $10 6 58 16 - $17 11 49 15 10 $32 17 40 15 15 $50 27 37 16 - $59 32 4
Slide 39: Public Lender Presentation October 5, 2015
CONFIDENTIAL Public Lender Presentation October 5, 2015
B&G Foods — Debt Investor Presentation (October 2015) on 6ix