Good morning, ladies and gentlemen. Thank you for standing by. Welcome to Lassonde Industries' conference call about the acquisition of the Zidian Group. At this time, all participants are in listen-only mode. Following the presentation, we will conduct a question-and-answer session open to research analysts only. To join the question queue, you may press star then one on your telephone keypad. Should you need assistance during the conference call, you may signal an operator by pressing star then zero. Before turning the meeting over to management, please be advised that this conference call will contain statements that are forward-looking and subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. I would like to remind everyone that this conference call is being recorded today, Friday, June 21st, 2024.
I would now like to turn the conference over to Vince Timpano, President and Chief Operating Officer. Please go ahead.
Good day, ladies and gentlemen. I'm here with Éric Gemme, Chief Financial Officer of Lassonde Industries. Thank you for joining us for this discussion about the acquisition of the Zidian Group, which operates Summer Garden Food Manufacturing. Our press release reporting the transaction can be found on our website at lassonde.com, along with a presentation supporting this call, and it has been filed on SEDAR+ as well. Now, let's turn to slide four. We are very pleased to announce an agreement to acquire Summer Garden Food Manufacturing, an Ohio-based manufacturer and distributor of specialty food products with a portfolio focused on premium pasta sauces and a range of sugar-free sauces and condiments. This acquisition fully supports our ambition to become a larger and more diversified North America food and beverage player by nearly doubling our position in the specialty food segment and significantly expanding our reach in the U.S.
market. It is also aligned with our financial objectives outlined during last year's Investor Day, namely reaching $3 billion in sales by the end of 2026 while further improving our margins. Turning to slide five, with this acquisition, we are enhancing our position as a manufacturer of choice for retort-based products, our specialty food core capability. The transaction will enable us to better serve our customers and remain competitive in a growing market through the addition of manufacturing capabilities in the U.S., operated by a qualified workforce. It also provides us with further growth potential by expanding retort capacity financed through cash flows generated by current activities. Beyond enhancing our position in our core specialty food market, this acquisition also gives us access to diversified growth platforms through three brands. We believe the Little Italy in the Bronx and Gia Russa brands have potential for further development in the U.S.
premium tomato-based sauce business, a segment that continues to show positive momentum. Meanwhile, the G. Hughes brand provides us access to categories that are natural adjacencies to our current specialty food offering. In summary, this acquisition provides an immediate path to growth that attracts margins that are accretive to ours and cash flow generation that will further support future growth. Now, let's turn to slide six for more details. Summer Garden develops, manufactures, and markets a wide range of premium sauces and condiments, including tomato and cream-based pasta sauces, barbecue sauces, dipping sauces, and dressings. It is an early entrant and leader in the growing sugar-free barbecue sauce category, capitalizing on increased consumer desire for healthier alternatives. Its branded product portfolio includes approximately 250 products sold in more than 20,000 locations in the U.S. under three main brands: G. Hughes, Gia Russa, and Little Italy in the Bronx.
It is also a recognized and trusted co-packer for well-known and growing brands. Turning to slide seven, branded products represent approximately 75% of total sales, with the balance consisting of co-packing activities for third-party brands. The G. Hughes brand accounts for approximately 60% of branded sales, and Gia Russa and Little Italy in the Bronx for the remaining 40%. Slide eight provides additional details about each brand. Gia Russa, with roots dating back to 1980, and Little Italy in the Bronx launched in 2018, are positioned to promote authentic Italian heritage and classic Italian products, including premium pasta sauces. For instance, Little Italy in the Bronx acknowledges the Belmont neighborhood in New York, which is home to many classic Italian restaurants. Meanwhile, the G. Hughes brand takes us into sauces and condiment categories that are natural adjacencies for Lassonde.
The brand salutes Ohio-born pitmaster G. Hughes and his desire to carry on his family's cookout traditions and award-winning recipes. Turning to slide nine, at the time of its launch in 2013, the G. Hughes brand was an early entrant in the sugar-free barbecue sauce subcategory. Today, it's the number one sugar-free brand and one of the leaders in the U.S. $1 billion-plus barbecue sauce total category. Since then, the brand has further expanded into dipping sauces, marinades, and dressings, and has growing traction in these important categories. Now, let's move to slide 10 for an overview of operations. Summer Garden operates one production facility with adjacent facilities for warehousing, R&D, and office space. Already, we have identified opportunities to add capacity and expand the footprint of existing operations.
It has manufacturing capabilities for both high-acid products such as tomato-based and barbecue sauces and low-acid products, namely dairy and egg-based sauces such as Alfredo. The latter also includes retort capabilities. While the majority of the products are manufactured in-house, Summer Garden also leverages a network of co-packers for selected branded products. We are very familiar with all processes and technologies used at Summer Garden, which we already use on our two Canadian food plants, and we believe we can leverage our expertise to improve efficiency and productivity. I now turn the call over to Éric for an overview of the transaction's financial aspects. Éric.
Thank you, Vince. Hello, everyone. I will first provide you on slide 11 with a few financial metrics about Summer Garden and then proceed with financing details. For the 12-month period ending in May, Summer Garden generated sales of $148 million.
an adjusted EBITDA of approximately $27.9 million, representing a healthy 18.9% margin. It experienced solid sales growth in recent years, mainly driven by expansion into new categories and increased retort capacity. The purchase price amounts to $235 million on a debt-free, cash-free basis. It is subject to customary post-closing adjustments such as working capital considerations. The acquisition agreement also calls for an earn-out provision of up to $45 million, payable in various installments over the next three years should certain financial targets be achieved and other conditions met. Also, since the seller is an S Corp under the U.S. Income Tax Act, we've been able to make a joint election to treat this transaction as an asset deal for tax purposes. Accordingly, this election provides Lassonde with more than $30 million of available tax deduction on a net present value basis.
This transaction is therefore at value at approximately 8.4x trailing 12 months Adjusted EBITDA. When adjusting the purchase price for the value of the tax benefit, the adjusted multiple would be approximately 7.3x. Additionally, we are confident that assuming all other factors remain constant, if the earn-out thresholds are triggered, the business performance will be such that the transaction multiple would be even lower taking into account these payments. We will finance the transaction mainly through our existing Canadian revolving credit facility, which is extended to CAD 475 million. Assuming Summer Garden's contribution for a full year, Lassonde pro forma consolidated Adjusted EBITDA would be approximately CAD 255 million, representing a margin of 10%, making the transaction accretive to our EBITDA margin. Although cross-selling opportunities and other operating efficiencies and synergies have been identified, it is premature to formalize and communicate them at this stage.
Consequently, they are not reflected in this pro forma Adjusted EBITDA. Finally, the transaction is also accretive to EPS after accounting for additional interest charges related to its financing at the full debt load and before any synergies. Factoring in the higher use of credit facility, our pro forma net debt to Adjusted EBITDA ratio would be less than 2.2x at closing. This compares to 1-to-1 at the end of the first quarter and remains well below our comfort zone of keeping the ratio under 3.25-to-1. We will therefore retain enough flexibility to finance additional projects to further support our growth. We currently expect the transaction to close in 30-45 days, subject to the satisfactory closing condition, including regulatory approval. I turn the call back to Vince for concluding remarks. Vince.
Thank you, Éric. In conclusion, and as noted on slide 12, the acquisition of Summer Garden significantly enhances the role of our specialty food business as a driver of growth, profitability, and portfolio diversification by fortifying our market position in several ways. First, it solidifies our core offering of pasta sauces. Second, it gives us access to attractive adjacencies that complement our core competencies. Third, it brings brands with potential for further development. In addition, we are gaining access to U.S.-based manufacturing assets operated by a highly qualified workforce, which will help enhance and expand our manufacturing capabilities. This will position us as a manufacturer of choice for specialty food products and allow us to better serve our customers. Finally, we view this transaction as the creation of a new growth platform for Lassonde. It delivers an immediate path to growth at attractive and accretive margins.
Through its solid cash flow generation, it also provides the basis to support future expansion while leveraging its core capabilities and margin profile. Turning to slide 13, we are looking forward to closing the transaction and welcoming a skilled workforce of approximately 200 employees. Lassonde is acquiring a well-run, multi-generational family business with an entrepreneurial spirit as well as a culture and values that are aligned with ours. In parallel, we remain committed to executing on our other strategic priorities to build back U.S. beverage volume while investing to maintain network competitiveness and to fortify our leadership position in Canada. We would like to thank our present and future employees, our customers, our suppliers, and our shareholders for supporting us in this new journey. This concludes our prepared remarks. We are now pleased to answer your questions.
We will now begin the question and answer session. To join the question queue, you may press star then one on your telephone keypad. You'll hear a tone acknowledging your request. If you're using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star then two. We'll pause for a moment as callers join the queue. Our first question is from Vishal Shreedhar with National Bank. Please go ahead.
Hi. Thanks for taking my questions. First, on the synergies, that's a big number relative to the existing business. Hoping you could give us insight into where those synergies were coming from and how we expect them to manifest over time and.
When you're talking about where they're coming from also.
Go on.
Let me just clarify. You're mentioning synergies. I think we are talking about earn-out because we are not quantified synergies on these deals for the moment. So $45 million is an earn-out.
Okay. So the synergies. Okay. I'll review that again. The synergy number has not been quantified?
Nope. Nope.
No. Okay. Can you give us any perspective on synergies?
At the moment, again, in our press release, we said that, of course, we do have it. We have identified synergies both on the sales side, on the efficiency and cost side. We are in the process of quantifying them, I mean, and we will share them as we proceed. But at the moment, we felt it was too early to mention them. And we strongly believe, and I think the number are saying it or showing it, that the deal stands by itself even without consideration of synergies.
Vishal explains, and we understand the importance of that question. To Éric's point, we will work through it, and in due course, we will share some of the details with you.
Okay.
And if I can help, Vishal, if I can help you as well, because I think it's important. I know you're trying to think about your model. So yes, there are synergies. They're not quantified and numbered. We've disclosed either on a standalone basis or when we talk about the pro forma combined effect. However, and we're extending a bit ourselves, we know that this company will need a bit of investment. So at the moment, that's why we want to be cautious in terms of trying to claim too high of a synergy because we believe that there's a lot. And then after that, coming in and say, well, we may need some investment to support our brand and to support a few other things.
We've decided when we look at this transaction, make sure it stands alone on its merit, and then use the synergy to help us fund areas of growth that we need.
I see. So when you're saying the transaction structure will allow the corporation to generate a benefit amounting to $30 million on a net present value basis related to tax deductibility, that's kind of like a one-time benefit that comes in your tax line and then it fades away?
Well, it's not a one-time, right? It's going to be, again, under U.S. tax code. You can make an election when you acquire a certain type of business. So we're able to do that. So it allows us to basically deduct the entire purchase price under various tax deduction categories. So the bulk of it will be the intangible. All the intangible generated by this transaction will be amortized over 15 years. So when you do the net present value of all of these tax deductions, you get to about $30 million of value today. In fact, a bit more than $30 million of value today.
I see.
But we'll basically get that over time by having a lower tax bill from a cash basis.
Okay. So getting back to just a few more simple questions. Was this a competitive bid process, or did you engage? Was this based through relationships?
No. It started as a competitive bid. So of course, being the buyer, we don't know how many people were on the other side, but we joined a bid that was a competitive bid late in 2023.
Will you start segmenting specialty food?
Nope. The answer is no because it's still part of putting, as we always say, putting liquid in a container. So we don't believe that there's a requirement to segregate those two segments going forward: juice and/or specialty food. Not at the moment.
Okay. And the EBITDA number you presented, is that IFRS 16 adjusted, or will we have to make the adjustment?
The EBITDA of the company is their last 12 months standalone adjusted. Then when we talk about a pro forma Lassonde, it's really taking our last 12 months, adding their last 12 months of the $27.9 that we've disclosed their U.S. dollar to our EBITDA, and adding their revenue. That's how we derive the pro forma information.
Okay. Thank you.
Good.
Once again, if you have a question, please press star then one. The next question is from Frédéric Tremblay with Desjardins. Please go ahead.
Thank you and congrats on the acquisition.
Thank you, Frédéric .
I guess first question for me on the revenue growth profile. Can you go into the details on historically what's kind of been their historical growth rate and going forward how their potential growth compares to Lassonde's legacy business, which you've guided for mid-single-digit growth? Are we in the same ballpark, or is there any material difference in the growth profile there?
So Frédéric, for this one on the standalone basis on the short term, as you know, Lassonde, we are calling 2024 mid-single-digit. With this acquisition, if you take it standalone, you can probably think of a mid- to high-single-digit growth on this element of the company.
Okay. Great.
Now, and then pivot to mid- to long-term?
Yeah. So just to complement what Éric is saying, in the short term, we do anticipate mid- to high-single-digit growth. We've got a core sense of sort of the priorities that we're going to focus on with the team to be able to continue on that path. When you look at it more on the medium- to long-term basis, we anticipate the growth rate to accelerate following, as Éric commented earlier, with some investment to support commercial and operational activities.
Okay. Are you able to quantify what those investments would amount to or what areas you would look to invest in?
Well, let me talk a little bit to the areas of the investment. When you look at the commercial side of the house, clearly for us, it's going to be doing a couple of things. One is taking a look at the brands, making sure that we strengthen the brands, build awareness so that they've got a good platform to grow through additional distribution across the market. The second platform for investment will be in terms of operational capacity and ensuring that not only do we optimize and leverage existing capacity, but when we take a look at the existing facility, and I made reference to it in my script as well, is that we can make investment as well to expand beyond the existing facility that gives us more capacity for growth.
Okay. That's helpful.
Here again, like anything we said in terms of future investment, when we get there, of course, we're going to provide you with the value of the investment and what we expect the return to be. At the moment, I would project what we are telling you. Then as we get to those milestones, if and when we get there, we will make sure that you have the information required to put in your model.
Okay. In terms of potential revenue synergies or cross-selling, is there a lot of overlap between this business and your legacy U.S. beverage business? And do you see opportunities to sort of cross-sell to some customers there?
Yeah. So I think there are. But the thing that I think I would reinforce, Frédéric, is that the businesses are very complementary. When you look at our current specialty food business, and we talked about this during investor day, it's largely a private label business to serve customers across North America, in the U.S. They do business with 50% of the top 10 customers in the U.S. When you take a look at Summer Garden, largely a branded business, and they do business with all of the top 15 customers. So are there opportunities to capture synergies and cross-sell? We believe that there are. But I think the important takeaway here is that they're very complementary in as far as how they serve the customer base in the U.S.
Vince Timpano, if you allow me, the three brands that we introduced you to this morning, they are not known in Canada. So for us, it's absolutely a revenue synergy that we'd contemplate is to bring those brands in the Canadian market. And as you know, we do have this core capability of accessing those great customers in Canada. So looking forward to this revenue synergies. And of course, combining the customer relationship that we have in the U.S. will be great as well to help us fuel this revenue synergies.
Okay. And then maybe last question for me. In terms of integration, can you talk maybe a bit about your integration plan? And curious to know if some members of the company's management team are staying on board as part of Lassonde now, or are there going to be changes in that area?
So I would say, Frédéric, it's a very good question. A bit premature for us to be able to talk through that. Clearly, we are working through that. We'll share some of the details in the weeks to come. The assumption should be, however, that yes, some management will stay on board with us. And I think it's important that you recognize as well, again, I'm going to come back to the complementary nature of the business, the specialty food business, core capability and private label. When you take a look at Summer Gardens, it really is a core capability and brand. And so we think there's an opportunity here to leverage the unique capabilities of both organizations and the strong management within both.
Clearly, when we take a look at our operating model as well, we will look to make sure that we're leveraging our capabilities across North American supply chain and manufacturing, where we think we can actually drive more efficiencies through the operations. More details to follow on that, and like I said, in the weeks to come.
Okay. Great. Thank you.
Excellent.
Thank you, Frédéric.
The next question is from Luke Hannan with Canaccord Genuity. Please go ahead.
Yes. Thanks. Good morning, everyone, and congratulations on the deal. Just a couple of quick ones for me. I think you somewhat alluded to this in your remarks and in your answers so far. But is there an opportunity to integrate this acquisition specifically as it relates to TMS? In other words, can you put this acquisition onto the TMS platform in the U.S. and realize some synergies there?
Yeah. So I think the short answer to that is yes. I mean, this comes back to Éric's point in terms of discussing synergies, which we're still working through. But we've talked about cross-selling opportunities from a revenue perspective on a cost basis. Of course, we're going to take a look at what it is we can do to leverage common systems and integrate those, and TMS would be a good example of that.
Yeah.
Okay. Great. And then my follow-up here is just, I guess, how should we think about these new brands that you're going to be bringing on board from a representation across the good, better, best spectrum, if you will? Because we do know in the tomato and cream-based sauce category, the last few years, we'll call it, most of that growth has been driven by the premium category. Do these products skew more towards that end of things, or maybe just a little bit more detail on that?
Yeah. So the three brands that we have do skew to the premium side of the segments that they compete. And when you take a look at a brand like G. Hughes's, which is in the barbecue sauce category, its focus is on better for you. And the focus is the entire portfolio is in sugar-free. And when you take a look at their pricing in the market, they price premium to the category by about 40%. And so the same would be true for Little Italy in the Bronx. The same would be true for Gia Russa. They tend to focus on premium. Obviously, for us, we're going to sit back, take a look at the portfolio, make sure that we're clear on the positioning, doing what we have to do to fortify and strengthen and build that. But they are well-positioned in premium segments.
That's great. Thank you very much.
Okay, Luke.
Pleasure.
This concludes the question and answer session. I'd like to turn the conference back over to Vince Timpano for closing remarks.
Thank you for joining us this morning. We're looking forward to closing the acquisition and to provide you with updates on the progress over the next quarters. Have a great day, everybody.
Thank you.
This brings to a close today's conference call. You may now disconnect your lines.