As filed with the Securities and Exchange Commission on August 4, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one) Quarterly Report Pursuant to Section 13 or 15(d)
[X] of the Securities Exchange Act of 1934
For the quarterly period ended July 1, 2000
or
Transition Report Pursuant to Section 13 or 15(d)
[ ] of the Securities Exchange Act of 1934
For the transition period from ________ to _______.
Commission file number 333-39813
B&G FOODS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of 13-3916496
incorporation or organization) (I.R.S. Employer Identification No.)
4 Gatehall Drive, Suite 110, Parsippany, New Jersey 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 401-6500
Indicate by check whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of August 1, 2000, B&G Foods, Inc. had one (1) share of common
stock, $.01 par value, outstanding, which was owned by an affiliate.
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<PAGE>
B&G Foods, Inc. and Subsidiaries
Index
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1.
Consolidated Balance Sheets....................................1
Consolidated Statements of Operations..........................2
Consolidated Statements of Cash Flows..........................3
Notes to Consolidated Financial Statements.....................5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..............8
Item 3. Quantitative and Qualitative Disclosures about
Market Risk...............................................13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.........................................14
Item 2. Changes in Securities and Use of Proceeds.................14
Item 3. Defaults Upon Senior Securities...........................14
Item 4. Submission of Matters to a Vote of Security Holders.......14
Item 5. Other Information.........................................14
Item 6. Exhibits and Reports on Form 8-K..........................15
(a) Exhibits
(b) Reports on Form 8-K
SIGNATURES
Index to Exhibits....................................................20
(i)
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
B&G Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Assets July 1, 2000 January 1, 2000
------------ ---------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,575 $ 7,745
Trade accounts receivable, net 25,153 25,852
Inventories 66,157 71,913
Prepaid expenses 2,641 2,297
Deferred income taxes 5,063 5,063
--------------------------------
Total current assets 107,589 112,870
Property, plant and equipment, net 42,593 41,615
Intangible assets, net 307,356 312,143
Other assets 10,805 10,429
--------------------------------
$ 468,343 $ 477,057
===============================
Liabilities and Stockholder's Equity
Current liabilities:
Current installments of long-term debt $ 15,534 $ 11,552
Trade accounts payable 20,696 23,640
Accrued expenses 14,906 18,057
Due to related parties 208 208
--------------------------------
Total current liabilities 51,344 53,457
Long-term debt 321,466 329,340
Deferred income taxes 36,772 36,136
Other liabilities 100 51
--------------------------------
Total liabilities 409,682 418,984
Stockholder's equity:
Common stock, $.01 par value per share. Authorized
1,000 shares; issued and outstanding 1 share - -
Additional paid-in capital 56,342 56,342
Retained earnings 2,319 1,731
--------------------------------
Total stockholder's equity 58,651 58,073
--------------------------------
$ 468,343 $ 477,057
================================
See notes to consolidated financial statements.
</TABLE>
1
<PAGE>
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-six Weeks Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 95,767 $ 97,620 $ 169,161 $ 154,100
Cost of goods sold 49,874 50,965 87,628 83,676
---------------------------- -----------------------------
Gross profit 45,893 46,655 81,533 70,424
Sales, marketing, and distribution expenses 30,780 30,338 55,369 47,316
General and administrative expenses 3,226 4,389 6,688 6,781
Management fees-related party 125 125 250 198
Special charge-severance 250 - 250 -
---------------------------- -----------------------------
Operating income 11,512 11,803 18,976 16,129
Other expense:
Interest expense-related parties 0 0 0 15
Interest expense 9,129 8,019 17,752 13,065
---------------------------- -----------------------------
Income before income tax expense 2,383 3,784 1,224 3,049
Income tax expense 1,239 1,854 636 1,494
---------------------------- -----------------------------
Net income $ 1,144 $ 1,930 $ 588 $ 1,555
============================ ============================
See notes to consolidated financial statements.
</TABLE>
2
<PAGE>
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Twenty-six Weeks Ended
July 1, 2000 July 3, 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 588 $ 1,555
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,712 7,040
Deferred income tax benefit 636 1,494
Amortization of deferred debt issuance costs 887 640
Changes in assets and liabilities, net of
effects of businesses acquired:
Trade accounts receivable 699 (9,576)
Inventories 5,756 2,343
Prepaid expenses (344) (75)
Other assets (1) (42)
Trade accounts payable (2,944) 2,174
Accrued expenses (3,151) 2,988
Due to related parties - (528)
Other liabilities 49 13
-----------------------------------
Net cash provided by operating activities 9,887 8,026
-----------------------------------
Cash flows from investing activities:
Paid for acquisitions - (224,413)
Capital expenditures (3,903) (3,920)
------------------------------------
Net cash used in investing activities (3,903) (228,333)
------------------------------------
(continued)
</TABLE>
3
<PAGE>
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Twenty-six Weeks Ended
July 1, 2000 July 3, 1999
------------ ------------
<S> <C> <C>
Cash flows from financing activities:
Payments of long-term debt (3,892) (20,627)
Proceeds from issuance of long-term debt - 216,600
Proceeds from capital contribution - 35,000
Payments of deferred debt issuance costs (1,262) (6,446)
--------------------------------
Net cash (used in) provided by
financing activities (5,154) 224,457
--------------------------------
Increase in cash and
cash equivalents 830 4,150
Cash and cash equivalents at beginning of period 7,745 599
--------------------------------
Cash and cash equivalents at end of period $ 8,575 $ 4,749
================================
Supplemental disclosure of cash flow information -
Cash paid for:
Interest $ 16,687 $ 12,554
================================
Income taxes $ 625 $ 13
================================
See notes to consolidated financial statements.
</TABLE>
4
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B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(dollars in thousands)
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of B&G
Foods, Inc. and subsidiaries (the "Company") contain all adjustments
(consisting only of normal and recurring adjustments) necessary to
present fairly the Company's consolidated financial position as of July
1, 2000 and the results of their operations and their cash flow for the
thirteen and twenty-six week periods ended July 1, 2000 and July 3,
1999.
The results of operations for the thirteen and twenty-six week periods
ended July 1, 2000 are not necessarily indicative of the results to be
expected for the full year. The accompanying consolidated financial
statements should be read in conjunction with the consolidated
financial statements and notes included in the Company's 1999 Annual
Report on Form 10-K filed with the Securities and Exchange Commission
on March 3, 2000.
(2) Nature of Operations and Business Acquisitions
Nature of Operations
The Company operates in one industry segment, the manufacturing,
marketing and distribution of branded, shelf-stable food products. The
Company's products include pickles, peppers, jams and jellies, canned
meats and beans, spices, syrups, bagel chips, hot sauces, maple syrup,
salad dressings and other specialty food products which are sold to
retailers and food service establishments. The Company distributes
these products to retailers in the greater New York metropolitan area
through a direct-store-organization sales and distribution system and
elsewhere in the United States through a nationwide network of
independent brokers and distributors.
Sales of a number of the Company's products tend to be seasonal;
however, in the aggregate, the Company's sales are not heavily weighted
to any particular quarter. The Company purchases most of the produce
used to make its shelf-stable pickles, relishes, peppers, olives and
other related specialty items during the months of July through
October, and it purchases all of its maple syrup requirements during
the months of April through July. Consequently, its liquidity needs are
greatest during these periods.
(Continued)
5
<PAGE>
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(dollars in thousands)
(Unaudited)
Pro Forma Summary of Operations
On February 5, 1999, the Company acquired certain assets of the Polaner
and related brands (collectively, "Polaner") from International Home
Foods, Inc. for approximately $30,574, including transaction costs (the
"Polaner Brands Acquisition"). On March 15, 1999, through a subsidiary,
the Company acquired the assets of the Heritage Portfolio of Brands
("Heritage") from The Pillsbury Company, Indivined B.V. and IC
Acquisition Corp. for approximately $194,126, including transaction
costs (the "Heritage Brands Acquisition"). The following unaudited pro
forma summary of operations for the twenty-six weeks ended July 3, 1999
presents the results of operations of the Company as if the Polaner
Brands Acquisition and the Heritage Brands Acquisition had occurred as
of the beginning of the period presented. In addition to including the
results of operations of such acquisitions, the pro forma information
gives effect primarily to interest on additional borrowings and changes
in depreciation and amortization of intangible assets. Net sales and
net income for the thirteen and twenty-six week periods ended July 1,
2000 and thirteen week period ended July 3, 1999 are not presented
below because the Company's actual results reflect such acquired
businesses for such periods.
Twenty-six Weeks Ended
July 3, 1999
----------------------
Net sales $ 180,089
Net income 3,966
The pro forma information presented above does not purport to be
indicative of the results that actually would have been attained if the
aforementioned acquisitions, and related financing transactions, had
occurred at the beginning of the period presented and is not intended
to be a projection of future results.
(3) Inventories
Inventories consist of the following:
July 1, 2000 January 1, 2000
------------ ---------------
Raw materials and packaging $ 22,211 $ 19,319
Work in process 939 1,513
Finished goods 43,007 51,081
------------ ---------------
$ 66,157 $ 71,913
============ ==============
6
<PAGE>
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(dollars in thousands)
(Unaudited)
(4) Debt
The Company has outstanding $120,000 of 9.625% Senior Subordinated
Notes (the "Notes") due August 1, 2007 with interest payable
semiannually on February 1 and August 1 of each year. The Notes contain
certain transfer restrictions.
The Company is a party to a $280,000 Senior Secured Credit Facility
(the "Senior Secured Credit Facility") comprised of a $60,000 five-year
revolving credit facility, a $70,000 five-year Term Loan A ("Term Loan
A") and a $150,000 seven-year Term Loan B ("Term Loan B," and together
with Term Loan A, the "Term Loan Facilities"). Interest is determined
based on several alternative rates as stipulated in the Senior Secured
Credit Facility, including the base lending rate per annum plus an
applicable margin, or LIBOR plus an applicable margin. The Senior
Secured Credit Facility is secured by substantially all of the
Company's assets. The Senior Secured Credit Facility provides for
mandatory prepayment requirements based on asset dispositions and
issuance of securities, as defined. The Senior Secured Credit Facility
contains covenants that will restrict, among other things, the ability
of the Company to incur additional indebtedness, pay dividends and
create certain liens. The Senior Secured Credit Facility also contains
certain financial covenants, which, among other things, specify maximum
capital expenditure limits, a minimum fixed charge coverage ratio, a
minimum total interest coverage ratio and a maximum indebtedness to
EBITDA ratio, each ratio as defined. Proceeds of the Senior Secured
Credit Facility are restricted to funding the Company's working capital
requirements, capital expenditures and acquisitions of companies in the
same line of business as the Company, subject to certain criteria. The
Senior Secured Credit Facility limits acquisitions to $30,000 in fiscal
2000 and $40,000 thereafter. There were no borrowings outstanding under
the revolving credit facility at July 1, 2000.
At April 1, 2000, the Company was not in compliance with certain
financial covenants. On May 12, 2000, the Company and the lenders
entered into an amendment to the Senior Secured Credit Facility
effective as of April 1, 2000 which, among other things, amended such
covenants such that the Company currently is and, as of April 1, 2000,
was in compliance with such covenants as amended.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
13 week period ended July 1, 2000 compared to 13 week period ended
July 3, 1999.
Net Sales. Net sales decreased $1.9 million or 1.9% to $95.8 million
for the thirteen week period ended July 1, 2000 (the "2000 Quarterly Period")
from $97.6 million for the thirteen week period ended July 3, 1999 (the "1999
Quarterly Period"). Sales of the Company's Polaner brands, B&G branded pickles
and peppers and B&M branded baked beans decreased $2.9 million, $1.2 million and
$0.7 million or 19.4%, 6.9% and 4.2%, respectively. Sales of the Company's
Vermont Maid branded pancake syrups, Burns & Ricker branded snack foods and
Ac'cent branded flavor enhancers increased $0.7 million, $0.6 million and $0.5
million or 81.8%, 10.0% and 13.8%, respectively. The Company's other brands
collectively increased $1.1 million or 3.0%.
Gross Profit. Gross profit decreased $0.8 million or 1.6% to $45.9
million for the 2000 Quarterly Period from $46.7 million in the 1999 Quarterly
Period. Gross profit expressed as a percentage of net sales increased to 47.9%
for the 2000 Quarterly Period from 47.8% in the 1999 Quarterly Period. The
increase as a percentage of net sales was due to a favorable shift in the sales
mix to the Company's higher gross profit margin brands from the Company's lower
gross profit margin brands.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses increased $0.4 million or 1.5% to $30.8 million in the
2000 Quarterly Period from $30.3 million in the 1999 Quarterly Period. Such
expenses expressed as a percentage of net sales increased to 32.1% in the 2000
Quarterly Period from 31.1% in the 1999 Quarterly Period. Trade promotion
spending increased $2.0 million or 12.1%. The increase in promotional spending
includes a $2.8 million increase in spending on the Heritage brands, which was
partially offset by a decrease in promotional spending of $1.2 million on B&G
branded pickles and peppers. Increases in promotional spending for the Company's
other brands, taken as a whole, accounted for the remaining $0.4 million
increase. Brokerage expenses decreased $0.3 million or 11.2%, reflecting a
reduced ongoing brokerage percentage. Distribution expenses decreased $1.2
million or 18.9%. All other expenses decreased $0.1 million.
General and Administrative Expenses. General and administrative
expenses (including amortization of intangibles and management fees) decreased
$1.2 million or 25.8% to $3.4 million for the 2000 Quarterly Period from $4.5
million for the 1999 Quarterly Period, primarily due to a decrease in
amortization of certain transitional charges of $0.6 million related to the
Heritage Brands Acquisition along with a decrease in operating expenses of $0.5
million.
Operating Income. As a result of the foregoing, operating income
decreased $0.3 million or 2.5% to $11.5 million for the 2000 Quarterly Period
from $11.8 million for the 1999 Quarterly Period, primarily due to the
restructuring charges of $0.3 million incurred in the 2000 Quarterly Period.
Operating income expressed as a percentage of net sales decreased to 12.0% in
the 2000 Quarterly Period from 12.1% in the 1999 Quarterly Period.
Interest Expense. Interest expense increased $1.1 million to $9.1
million for the 2000 Quarterly Period from $8.0 million in the 1999 Quarterly
Period as a result of increased interest rates during the 2000 Quarterly Period
and additional debt financing costs incurred to amend certain covenants relating
to the Senior Secured Credit Facility.
8
<PAGE>
Income Tax Expense. Income tax expense for the 2000 Quarterly Period
was $1.2 million as compared to $1.9 million in the 1999 Quarterly Period. The
Company's effective tax rate for the 2000 Quarterly Period was 52.0% as compared
to 49.0% in the 1999 Quarterly Period.
Because of the highly leveraged status of the Company, earnings before
severance charges, interest, taxes, depreciation and amortization ("Adjusted
EBITDA") is an important performance measure used by the Company and its
stockholders. The Company believes that Adjusted EBITDA provides additional
information for determining its ability to meet future debt service
requirements. However, Adjusted EBITDA is not indicative of operating income or
cash flow from operations as determined under generally accepted accounting
principles. The Company's Adjusted EBITDA from continuing operations for the
thirteen weeks ended July 1, 2000 and July 3, 1999 is calculated as follows
(dollars in thousands):
Thirteen weeks ended
July 1, 2000 July 3, 1999
------------ ------------
Net income $ 1.1 $ 1.9
Depreciation and amortization 3.7 4.6
Income tax expense 1.3 1.9
Interest expense 9.1 8.0
------- -------
EBITDA 15.2 16.4
Special charge-severance 0.3 0.0
------- --------
Adjusted EBITDA $ 15.5 $ 16.4
====== ======
26 week period ended July 1, 2000 compared to 26 week period ended July 3, 1999.
Net Sales. Net sales increased $15.1 million or 9.8% to $169.2 million
for the twenty-six week period ended July 1, 2000 (the "2000 Year-to-Date
Period") from $154.1 million for the twenty-six week period ended July 3, 1999
(the "1999 Year-to-Date Period"). The net sales increase included $19.5 million
in the aggregate of incremental sales of products acquired in the Polaner Brands
Acquisition and the Heritage Brands Acquisition. Sales of the Company's Vermont
Maid branded pancake syrups and Ac'cent branded flavor enhancers increased $0.4
million and $0.5 million or 16.9% and 13.8%, respectively. Sales of the
Company's Polaner brands, B&G branded pickles and peppers, B&M branded baked
beans and Trappey's products decreased $2.9 million, $1.8 million, $0.7 million
and $0.6 million or 19.4%, 6.1%, 4.2% and 6.3%, respectively. The Company's
other brands collectively increased $0.7 million.
Gross Profit. Gross profit increased $11.1 million or 15.8% to $81.5
million for the 2000 Year-to-Date Period from $70.4 million for the 1999
Year-to-Date Period. Gross profit expressed as a percentage of net sales
increased to 48.2% in the 2000 Year-to-Date Period from 45.7% in the 1999
Year-to-Date Period. This was due to a favorable shift in the sales mix to
higher gross profit margins from sales of the Company's Heritage Portfolio of
Brands products, along with reduced labor and overhead costs at the Burns &
Ricker Snack Food manufacturing facility.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses increased $8.1 million or 17.0% to $55.4 million in the
2000 Year-to-Date Period from $47.3 million in the 1999 Year-to-Date Period.
Such expenses expressed as a percentage of net sales increased to 32.7% in the
2000 Year-to-Date Period from 30.7% in the 1999 Year-to-Date Period primarily as
a result of the Polaner Brands Acquisition and the Heritage Brands Acquisition.
Additional expenses relating to these acquisitions accounted for $7.6 million of
the increase. Trade promotion spending increased $2.1 million or 11.8%. The
increase in promotional spending includes increases in spending on the Heritage
brands, Regina branded vinegars and cooking wines and Vermont Maid branded
pancake syrups of $2.8 million, $0.3 million and $0.3 million, respectively,
which was partially offset by a decrease in promotional spending of $1.3 million
on B&G branded pickles and peppers. Distribution expenses decreased $1.1 million
or 12.1%. All other expenses decreased $0.5 million.
9
<PAGE>
General and Administrative Expenses. General and administrative
expenses (including amortization of intangibles and management fees) decreased
$0.1 million or 0.6% to $6.9 million for the 2000 Year-to-Date Period from $7.0
million for the 1999 Year-to-Date Period. Such decrease was due to a decrease in
operating expenses of $0.7 million, which was partially offset by increased
amortization of intangibles in the amount of $0.6 million associated with the
Polaner Brands Acquisition and the Heritage Brands Acquisition.
Operating Income. As a result of the foregoing, operating income
increased $2.8 million or 17.7% to $19.0 million in the 2000 Year-to-Date Period
from $16.1 million in the 1999 Year-to-Date Period. Operating income expressed
as a percentage of net sales increased to 11.2% in the 2000 Year-to-Date Period
from 10.5% in the 1999 Year-to-Date Period.
Interest Expense. Interest expense increased $4.7 million to $17.8
million for the 2000 Year-to-Date Period from $13.1 million in the 1999
Year-to-Date Period primarily as a result of increased interest rates during the
2000 Year-to-Date Period and the additional debt incurred by the Company to fund
the Polaner Brands Acquisition and the Heritage Brands Acquisition.
Income Tax Expense. Income tax expense for the 2000 Year-to-Date Period
was $0.6 million as compared to $1.5 million in the 1999 Year-to-Date Period.
The Company's effective tax rate for the 2000 Year-to-Date Period was 52.0% as
compared to 49.0% in the 1999 Year-to-Date Period.
The Company's Adjusted EBITDA for the twenty-six weeks ended July 1,
2000 and July 3, 1999 is calculated as follows (dollars in thousands):
Twenty-six weeks ended
July 1, 2000 July 3, 1999
------------ ------------
Net income $ 0.5 $ 1.6
Depreciation and amortization 7.7 7.0
Income tax expense 0.7 1.5
Interest expense 17.7 13.1
------ -------
EBITDA 26.6 23.2
Special charge-severance 0.3 0.0
------ -------
Adjusted EBITDA $ 26.9 $ 23.2
====== =======
Liquidity and Capital Resources
Cash Flows
Cash provided by operating activities increased $1.9 million to $9.9
million for the 2000 Year-to-Date Period from $8.0 million in the 1999
Year-to-Date Period. The increase was primarily due to increased operating
activities as a result of the Polaner Brands Acquisition and the Heritage Brands
Acquisition along with decreases in receivables in relation to sales. Working
capital at July 1, 2000 was $56.2 million, a decrease of $3.2 million over
working capital at January 1, 2000 of $59.4 million. The decrease in working
capital was due to a portion of long term debt becoming current which was
partially
10
<PAGE>
offset by decreases in inventory, accounts payable and accrued expenses and an
increase in cash and cash equivalents.
Net cash used in investing activities for the 2000 Year-to-Date Period
was $3.9 million as compared to $228.3 million for the 1999 Year-to-Date Period.
Investment expenditures during the 1999 Year-to-Date Period included $30.6
million for the Polaner Brands Acquisition and $193.8 million for the Heritage
Brands Acquisition. Capital expenditures during the 2000 Year-to-Date Period of
$3.9 million included purchases of manufacturing and computer equipment and were
equal to the $3.9 million in similar capital expenditures for the 1999
Year-to-Date Period.
Net cash used in financing activities for the 2000 Year-to-Date Period
was $5.1 million as compared to net cash provided by financing activities of
$224.5 million for the 1999 Year-to-Date Period. The net cash used by financing
activities for the 2000 Year-to-Date Period included payments of $3.8 million
due on the Term Loan A and $1.2 million of deferred debt issuance costs incurred
to amend the Senior Secured Credit Facility, along with monthly capital lease
payments of $0.1 million. The net cash provided by financing activities for the
1999 Year-to-Date Period was obtained primarily from proceeds from the issuance
of long-term debt and equity to finance the Polaner Brands Acquisition and the
Heritage Brands Acquisition.
Acquisitions
The Company's liquidity and capital resources have been significantly
impacted by acquisitions and may be impacted in the foreseeable future by
additional acquisitions. The Company has historically financed acquisitions with
borrowings and cash flow from operations. The Company's future interest expense
has increased significantly as a result of additional indebtedness the Company
has incurred as a result of its recent acquisitions, and will increase with any
additional indebtedness the Company may incur to finance potential future
acquisitions, if any. To the extent future acquisitions, if any, are financed by
additional indebtedness, the resulting increase in debt and interest expense
could have a negative impact on liquidity.
Special charge-severance
During the second quarter of 2000, the Company recorded a severance
charge of $0.3 million. As part of the severance arrangements, 13 employees were
terminated. At July 1, 2000, all amounts related to such severance charge were
paid.
Debt
The Company has outstanding $120,000 of 9.625% Senior Subordinated
Notes (the "Notes") due August 1, 2007 with interest payable semiannually on
February 1 and August 1 of each year. The Notes contain certain transfer
restrictions.
The Company is a party to a $280,000 Senior Secured Credit Facility
comprised of a $60,000 five-year revolving credit facility, a $70,000 five-year
Term Loan A and a $150,000 seven-year Term Loan B. Interest is determined based
on several alternative rates as stipulated in the Senior Secured Credit
Facility, including the base lending rate per annum plus an applicable margin,
or LIBOR plus an applicable margin. The Senior Secured Credit Facility is
secured by substantially all of the Company's assets. The Senior Secured Credit
Facility provides for mandatory prepayment requirements based on asset
dispositions and issuance of securities, as defined. The Senior Secured Credit
Facility contains covenants that will restrict, among other things, the ability
of the Company to incur additional indebtedness, pay
11
<PAGE>
dividends and create certain liens. The Senior Secured Credit Facility also
contains certain financial covenants, which, among other things, specify maximum
capital expenditure limits, a minimum fixed charge coverage ratio, a minimum
total interest coverage ratio and a maximum indebtedness to EBITDA ratio, each
ratio as defined. Proceeds of the Senior Secured Credit Facility are restricted
to funding the Company's working capital requirements, capital expenditures and
acquisitions of companies in the same line of business as the Company, subject
to certain criteria. The Senior Secured Credit Facility limits acquisitions to
$30,000 in fiscal 2000 and $40,000 thereafter. There were no borrowings
outstanding under the revolving credit facility at July 1, 2000.
At April 1, 2000, the Company was not in compliance with certain
financial covenants. On May 12, 2000, the Company and the lenders entered into
an amendment to the Senior Secured Credit Facility effective as of April 1, 2000
which, among other things, amended such covenants such that the Company
currently is and, as of April 1, 2000, was in compliance with such covenants as
amended.
Future Capital Needs
The Company is highly leveraged. On July 1, 2000, the Company's total
long-term debt (including current installments) and stockholder's equity was
$337.0 million and $58.7 million, respectively.
The Company's primary sources of capital are cash flow from operations
and borrowings under a $60.0 million revolving credit facility. The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and financing for acquisitions. The Company's ability to generate
sufficient cash to fund its operations depends generally on the results of its
operations and the availability of financing. Management believes that cash flow
from operations in conjunction with the available borrowing capacity under the
revolving credit facility, net of outstanding letters of credit, of
approximately $58.7 million at July 1, 2000, and possible future debt financing
will be sufficient for the foreseeable future to meet debt service requirements,
make future acquisitions, if any, and fund capital expenditures. However, there
can be no assurance in this regard or that the terms available for any future
financing, if required, would be favorable to the Company.
Other Matters
The Company entered into an Agreement dated as of June 8, 2000 with
Emeril's Food of Love Productions, LLC ("Emeril") pursuant to which the Company
and Emeril agreed to create a signature line of seasonings, salad dressings,
basting sauce marinades and pepper sauces which will be marketed under the new
label, Emeril's Original.
Seasonality
Sales of a number of the Company's products tend to be seasonal;
however, in the aggregate, the Company's sales are not heavily weighted to any
particular quarter. The Company purchases most of the produce used to make its
shelf-stable pickles, relishes, peppers, olives and other related specialty
items during the months of July through October, and it purchases all of its
maple syrup requirements during the months of April through July. Consequently,
its liquidity needs are greatest during these periods.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement on Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 standardizes the
accounting for derivative instruments by requiring that an
12
<PAGE>
entity recognize derivatives as assets or liabilities in the statement of
financial position and measure them at fair value. In June 1999, the Financial
Accounting Standards Board issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Dates of FASB
Statement No. 133 and Amendment of FASB Statement No. 133." SFAS No. 137 defers
the effective date of SFAS No. 133, requiring implementation of the provisions
of SFAS No. 133 for all quarters of all fiscal years beginning after June 15,
2000. SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities," was issued in June 2000 amending certain accounting and
reporting standards of SFAS No. 133. These Statements should have no material
impact on the Company's consolidated financial statements.
At the recent FASB Emerging Issues Task Force ("EITF") meeting, a
consensus was reached with respect to the issue of "Accounting for Certain Sales
Incentives," including point of sale coupons, rebates and free merchandise. The
consensus included a conclusion that the value of such sales incentives that
results in a reduction of the price paid by the customer should be netted
against revenue and not classified as a sales or marketing expense. The Company
currently records coupons in sales, marketing and distribution expenses, and
upon implementation will reclassify current and prior period coupon expense as a
reduction of net sales. The implementation of the EITF consensus will affect
classification in the consolidated statement of operations, but will not have
any effect on the Company's net income. The Company includes free merchandise in
cost of goods sold as required by the new EITF consensus.
Forward-Looking Statements
This report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Statements in
this report regarding future events or conditions, including statements
regarding industry prospects and the Company's expected financial position,
business and financing plans, are forward-looking statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations are disclosed in this report
as well as the Company's most recent annual report on Form 10-K, and include the
Company's substantial leverage, the risks associated with the expansion of the
Company's business, the possible inability of the Company to integrate the
businesses it has acquired, lower sales volumes for the Company's products and
higher costs of food product raw materials, as well as factors that affect the
food industry generally. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their dates. The
Company undertakes no obligations to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of operations, the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these purposes as the potential change in the fair value resulting from an
adverse movement in interest rates. As of July 1, 2000, the Company's only
variable rate borrowings were under the Term Loan Facilities that bear interest
at several alternative variable rates as stipulated in the Senior Secured Credit
Facility. A 100 basis point increase in interest rates, applied to the Company's
borrowings at July 1, 2000, would result in an annual increase in interest
expense and a corresponding reduction in cash-flow of approximately $2.2
million.
13
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company, in the ordinary course of business, is involved in various
legal proceedings. The Company does not believe the outcome of these proceedings
will have a material adverse effect on the Company's consolidated financial
condition, results of operations or liquidity.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
14
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
--------------------------------------------------------------------------------
2.1 Stock Purchase Agreement, dated July 2, 1998, by and
among BGH Holdings, Inc., Maple Grove Farms of
Vermont, Inc., Up Country Naturals of Vermont, Inc.,
Les Produits Alimentaires Jacques et Fils Inc.,
William F. Callahan and Ruth M. Callahan. (Filed
with the Securities and Exchange Commission as
Exhibit 2.1 to Commission Filing No. 333-39813 on
August 3, 1998 and incorporated herein by reference)
2.2 Asset Purchase Agreement, dated as of January 12,
1999, by and among Roseland Distribution Company,
International Home Foods, Inc. and M. Polaner, Inc.
(Filed with the Securities and Exchange Commission
as Exhibit 1 to the Company's Report on Form 8-K
filed February 19, 1999 and incorporated herein by
reference)
2.3 Asset and Stock Purchase Agreement, dated as of
January 28, 1999, by and among The Pillsbury
Company, Indivined B.V., IC Acquisition Company,
Heritage Acquisition Corp. and, as guarantor, B&G
Foods, Inc. (Filed as Exhibit 2.1 to the Company's
Report on Form 8-K filed April 1, 1999 and
incorporated herein by reference)
3.1 Certificate of Incorporation of B&G Foods, Inc.
(Filed with the Securities and Exchange Commission
as Exhibit 3.1 to Amendment No. 1 to Registration
Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.2 Bylaws of B&G Foods, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 3.2 to Amendment
No. 1 to Registration Statement No. 333-39813 on
January 14, 1998 and incorporated herein by
reference)
3.3 Certificate of Incorporation of BGH Holdings, Inc.
(Filed with the Securities and Exchange Commission
as Exhibit 3.3 to Amendment No. 1 to Registration
Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.4 Bylaws of BGH Holdings, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.4 to
Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
3.5 Intentionally omitted.
3.6 Intentionally omitted.
3.7 Certificate of Incorporation of Trappey's Fine
Foods, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 3.7 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14,
1998 and incorporated herein by reference)
3.8 Bylaws of Trappey's Fine Foods, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.8 to
Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
15
<PAGE>
3.9 Certificate of Incorporation for Bloch &
Guggenheimer, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 3.9 to Amendment No.
1 to Registration Statement No. 333-39813 on January
14, 1998 and incorporated herein by reference)
3.10 Bylaws of Bloch & Guggenheimer, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.10
to Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
3.11 Certificate of Incorporation of RWBW Acquisition
Corp. (Filed with the Securities and Exchange
Commission as Exhibit 3.11 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14,
1998 and incorporated herein by reference)
3.12 Bylaws of RWBW Acquisition Corp. (Filed with the
Securities and Exchange Commission as Exhibit 3.12
to Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
3.13 Intentionally omitted.
3.14 Intentionally omitted.
3.15 Certificate of Incorporation of Roseland
Distribution Company. (Filed with the Securities and
Exchange Commission as Exhibit 3.15 to Amendment No.
1 to Registration Statement No. 333-39813 on January
14, 1998 and incorporated herein by reference)
3.16 Bylaws of Roseland Distribution Company. (Filed with
the Securities and Exchange Commission as Exhibit
3.16 to Amendment No. 1 to Registration Statement
No. 333-39813 on January 14, 1998 and incorporated
herein by reference)
3.17 Intentionally omitted.
3.18 Intentionally omitted.
3.19 Certificate of Incorporation of Burns & Ricker, Inc.
(Filed with the Securities and Exchange Commission
as Exhibit 3.19 to Amendment No. 1 to Registration
Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.20 Bylaws of Burns & Ricker, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.20
to Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
4.1 Indenture dated as of August 11, 1997 by and among
B&G Foods, Inc., BGH Holdings, Inc., RWBW
Acquisition Corp., BRH Holdings, Inc., Bloch &
Guggenheimer, Inc., Roseland Distribution Company,
Burns & Ricker, Inc., Roseland Manufacturing, Inc.,
RWBW Brands Company, and The Bank of New York, as
trustee. (Filed with the Securities and Exchange
Commission as Exhibit 4.1 to Registration Statement
No. 333-39813 on November 7, 1997 and incorporated
herein by reference)
4.2 Form of the Company's 9% Senior Notes due 2007.
(Filed with the Securities and Exchange Commission
as Exhibit 4.1 to Registration Statement No.
333-39813 on November 7, 1997 and incorporated
herein by reference)
16
<PAGE>
10.1 Registration Rights Agreement dated as of August 11,
1997 by and among the Company, the Guarantors party
thereto, Lehman Brothers, Inc. and Lazard Freres &
Co., LLC. (Filed with the Securities and Exchange
Commission as Exhibit 10.1 to Registration Statement
No. 333-39813 on November 7, 1997 and incorporated
herein by reference)
10.2 Purchase Agreement dated August 6, 1997 among the
Company, the Guarantors party thereto, Lehman
Brothers, Inc., and Lazard Freres & Co., LLC. (Filed
with the Securities and Exchange Commission as
Exhibit 10.2 to Registration Statement No. 333-39813
on November 7, 1997 and incorporated herein by
reference)
10.3 Intentionally omitted.
10.4 Intentionally omitted.
10.5 Amended and Restated Jams Manufacturing Agreement
dated as of March 3, 1997 by and between Roseland
Manufacturing, Inc., and International Home Foods,
Inc. (Filed with the Securities and Exchange
Commission as Exhibit 10.5 to Amendment No. 2 to
Registration Statement No. 333-39813 on February 4,
1998 and incorporated herein by reference)
10.6 Sales and Distribution Agreement dated as of
March 19, 1993 by and between M. Polaner, Inc. and
DSD, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 10.6 to Amendment No. 2 to
Registration Statement No. 333-39813 on February 4,
1998 and incorporated herein by reference)
10.7 Spices Supply Agreement dated as of March 19, 1993
by and between Bloch & Guggenheimer, Inc. and M.
Polaner, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 10.7 to Amendment No.
2 to Registration Statement No. 333-39813 on
February 4, 1998 and incorporated herein by
reference)
10.8 Transition Services Agreement, dated as of February
5, 1999, among International Home Foods, Inc., M.
Polaner, Inc. and Roseland Distribution Company.
(Filed with the Securities and Exchange Commission
as Exhibit 2 to the Company's Report on Form 8-K
filed February 19, 1999 and incorporated herein by
reference)
10.9 Guaranty, dated as of January 12, 1999, of B&G
Foods, Inc. in favor of International Home Foods,
Inc. and M. Polaner, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 3 to the
Company's Report on Form 8-K filed February 19, 1999
and incorporated herein by reference)
10.10 Consent, Waiver and Second Amendment, dated as of
January 12, 1999, to the Second Amended and Restated
Credit Agreement, dated as of August 11, 1997, among
B&G Foods, Inc., the subsidiaries party thereto,
Heller Financial, Inc., as agent and lender, and the
other lenders party thereto. (Filed with the
Securities and Exchange Commission as Exhibit 4 to
the Company's Report on Form 8-K filed February 19,
1999 and incorporated herein by reference)
10.11 Agreement, dated as of March 15, 1999, among B&G
Foods Holdings Corp., B&G Foods, Inc., as borrower,
the several lenders from time to time party thereto,
Lehman Brothers Inc., as Arranger, The
17
<PAGE>
Bank of New York, as Documentation Agent, Heller
Financial, Inc., as Co-Documentation Agent, and
Lehman Commercial Paper Inc. as Syndication Agent
and Administrative Agent (Filed as Exhibit 10.1 to
the Company's Report on Form 10-Q filed May 17, 1999
and incorporated herein by reference)
10.12 Term Loan Agreement, dated as of March 15, 1999,
among B&G Foods Holdings Corp., B&G Foods, Inc., as
borrower, the several lenders from time to time
party thereto, Lehman Brothers Inc., as Arranger,
The Bank of New York, as Documentation Agent, Heller
Financial, Inc., as Co-Documentation Agent, and
Lehman Commercial Paper, Inc., as Syndication Agent
and Administrative Agent (Filed as Exhibit 10.2 to
the Company's Report on Form 10-Q filed May 17, 1999
and incorporated herein by reference)
10.13 Guarantee and Collateral Agreement, dated as of
March 15, 1999, by B&G Foods Holdings Corp., B&G
Foods, Inc., and certain of its subsidiaries in
favor of Lehman Commercial Paper, Inc., as
Administrative Agent (Filed as Exhibit 10.3 to the
Company's Report on Form 10-Q filed May 17, 1999 and
incorporated herein by reference)
10.14 Amended and Restated Securities Holders Agreement
dated December 22, 1999 among B&G Foods Holdings
Corp., Bruckmann, Rosser, Sherrill & Co., L.P.,
Canterbury Mezzanine Capital II, L.P., The CIT
Group/Equity Investments, Inc. and the Management
Stockholders named therein (Filed as Exhibit 10.14
to the Company's Report on Form 10-K filed March 3,
2000 and incorporated herein by reference)
10.15 Amendment, dated as of May 12, 2000, to Revolving
Credit Agreement, dated as of March 15, 1999, among
B&G Foods Holdings Corp., B&G Foods, Inc., as
borrower, the several lenders from time to time
party thereto, Lehman Brothers Inc., as Arranger,
The Bank of New York, as Documentation Agent, Heller
Financial, Inc., as Co-Documentation Agent, and
Lehman Commercial Paper Inc. as Syndication Agent
and Administrative Agent (Filed as Exhibit 10.15 to
the Company's Report on Form 10-Q filed May 15, 2000
and incorporated herein by reference)
10.16 Amendment, dated as of May 12, 2000, to Term Loan
Agreement, dated as of March 15, 1999, among B&G
Foods Holdings Corp., B&G Foods, Inc., as borrower,
the several lenders from time to time party thereto,
Lehman Brothers Inc., as Arranger, The Bank of New
York, as Documentation Agent, Heller Financial,
Inc., as Co-Documentation Agent, and Lehman
Commercial Paper, Inc., as Syndication Agent and
Administrative Agent (Filed as Exhibit 10.16 to the
Company's Report on Form 10-Q filed May 15, 2000 and
incorporated herein by reference)
27.1 Financial Data Schedule. (Filed herewith)
(b) Reports on Form 8-K
Current Report on Form 8-K dated June 22, 2000 and filed on June 27,
2000, reporting that the Company and Emeril's Food of Love Productions, LLC
entered into an Agreement as of June 8, 2000.
18
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 4, 2000 B&G FOODS, INC.
By: /s/ Robert C. Cantwell
------------------------
Robert C. Cantwell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer and
Authorized Officer)
19
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------------- ----------------------------------------------------
2.1 Stock Purchase Agreement, dated July 2, 1998, by and
among BGH Holdings, Inc., Maple Grove Farms of
Vermont, Inc., Up Country Naturals of Vermont, Inc.,
Les Produits Alimentaires Jacques et Fils Inc.,
William F. Callahan and Ruth M. Callahan. (Filed
with the Securities and Exchange Commission as
Exhibit 2.1 to Commission Filing No. 333-39813 on
August 3, 1998 and incorporated herein by reference)
2.2 Asset Purchase Agreement, dated as of January 12,
1999, by and among Roseland Distribution Company,
International Home Foods, Inc. and M. Polaner, Inc.
(Filed with the Securities and Exchange Commission
as Exhibit 1 to the Company's Report on Form 8-K
filed February 19, 1999 and incorporated herein by
reference)
2.3 Asset and Stock Purchase Agreement, dated as of
January 28, 1999, by and among The Pillsbury
Company, Indivined B.V., IC Acquisition Company,
Heritage Acquisition Corp. and, as guarantor, B&G
Foods, Inc. (Filed as Exhibit 2.1 to the Company's
Report on Form 8-K filed April 1, 1999 and
incorporated herein by reference)
3.1 Certificate of Incorporation of B&G Foods, Inc.
(Filed with the Securities and Exchange Commission
as Exhibit 3.1 to Amendment No. 1 to Registration
Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.2 Bylaws of B&G Foods, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 3.2 to Amendment
No. 1 to Registration Statement No. 333-39813 on
January 14, 1998 and incorporated herein by
reference)
3.3 Certificate of Incorporation of BGH Holdings, Inc.
(Filed with the Securities and Exchange Commission
as Exhibit 3.3 to Amendment No. 1 to Registration
Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.4 Bylaws of BGH Holdings, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.4 to
Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
3.5 Intentionally omitted.
3.6 Intentionally omitted.
3.7 Certificate of Incorporation of Trappey's Fine
Foods, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 3.7 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14,
1998 and incorporated herein by reference)
3.8 Bylaws of Trappey's Fine Foods, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.8 to
Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by
20
<PAGE>
reference)
3.9 Certificate of Incorporation for Bloch &
Guggenheimer, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 3.9 to Amendment No.
1 to Registration Statement No. 333-39813 on January
14, 1998 and incorporated herein by reference)
3.10 Bylaws of Bloch & Guggenheimer, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.10
to Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
3.11 Certificate of Incorporation of RWBW Acquisition
Corp. (Filed with the Securities and Exchange
Commission as Exhibit 3.11 to Amendment No. 1 to
Registration Statement No. 333-39813 on January 14,
1998 and incorporated herein by reference)
3.12 Bylaws of RWBW Acquisition Corp. (Filed with the
Securities and Exchange Commission as Exhibit 3.12
to Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
3.13 Intentionally omitted.
3.14 Intentionally omitted.
3.15 Certificate of Incorporation of Roseland
Distribution Company. (Filed with the Securities and
Exchange Commission as Exhibit 3.15 to Amendment No.
1 to Registration Statement No. 333-39813 on January
14, 1998 and incorporated herein by reference)
3.16 Bylaws of Roseland Distribution Company. (Filed with
the Securities and Exchange Commission as Exhibit
3.16 to Amendment No. 1 to Registration Statement
No. 333-39813 on January 14, 1998 and incorporated
herein by reference)
3.17 Intentionally omitted.
3.18 Intentionally omitted.
3.19 Certificate of Incorporation of Burns & Ricker, Inc.
(Filed with the Securities and Exchange Commission
as Exhibit 3.19 to Amendment No. 1 to Registration
Statement No. 333-39813 on January 14, 1998 and
incorporated herein by reference)
3.20 Bylaws of Burns & Ricker, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.20
to Amendment No. 1 to Registration Statement No.
333-39813 on January 14, 1998 and incorporated
herein by reference)
4.1 Indenture dated as of August 11, 1997 by and among
B&G Foods, Inc., BGH Holdings, Inc., RWBW
Acquisition Corp., BRH Holdings, Inc., Bloch &
Guggenheimer, Inc., Roseland Distribution Company,
Burns & Ricker, Inc., Roseland Manufacturing, Inc.,
RWBW Brands Company, and The Bank of New York, as
trustee. (Filed with the Securities and Exchange
Commission as Exhibit 4.1 to Registration Statement
No. 333-39813 on November 7, 1997 and incorporated
herein by reference)
4.2 Form of the Company's 9% Senior Notes due 2007.
(Filed with the Securities and Exchange Commission
as Exhibit 4.1 to Registration Statement No.
333-39813 on November 7, 1997 and incorporated
herein by
21
<PAGE>
reference)
10.1 Registration Rights Agreement dated as of
August 11, 1997 by and among the Company, the
Guarantors party thereto, Lehman Brothers, Inc. and
Lazard Freres & Co., LLC. (Filed with the Securities
and Exchange Commission as Exhibit 10.1 to
Registration Statement No. 333-39813 on November 7,
1997 and incorporated herein by reference)
10.2 Purchase Agreement dated August 6, 1997 among the
Company, the Guarantors party thereto, Lehman
Brothers, Inc., and Lazard Freres & Co., LLC. (Filed
with the Securities and Exchange Commission as
Exhibit 10.2 to Registration Statement No. 333-39813
on November 7, 1997 and incorporated herein by
reference)
10.3 Intentionally omitted.
10.4 Intentionally omitted.
10.5 Amended and Restated Jams Manufacturing Agreement
dated as of March 3, 1997 by and between Roseland
Manufacturing, Inc., and International Home Foods,
Inc. (Filed with the Securities and Exchange
Commission as Exhibit 10.5 to Amendment No. 2 to
Registration Statement No. 333-39813 on February 4,
1998 and incorporated herein by reference)
10.6 Sales and Distribution Agreement dated as of
March 19, 1993 by and between M. Polaner, Inc. and
DSD, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 10.6 to Amendment No. 2 to
Registration Statement No. 333-39813 on February 4,
1998 and incorporated herein by reference)
10.7 Spices Supply Agreement dated as of March 19, 1993
by and between Bloch & Guggenheimer, Inc. and M.
Polaner, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 10.7 to Amendment No.
2 to Registration Statement No. 333-39813 on
February 4, 1998 and incorporated herein by
reference)
10.8 Transition Services Agreement, dated as of February
5, 1999, among International Home Foods, Inc., M.
Polaner, Inc. and Roseland Distribution Company.
(Filed with the Securities and Exchange Commission
as Exhibit 2 to the Company's Report on Form 8-K
filed February 19, 1999 and incorporated herein by
reference)
10.9 Guaranty, dated as of January 12, 1999, of B&G
Foods, Inc. in favor of International Home Foods,
Inc. and M. Polaner, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 3 to the
Company's Report on Form 8-K filed February 19, 1999
and incorporated herein by reference)
10.10 Consent, Waiver and Second Amendment, dated as of
January 12, 1999, to the Second Amended and Restated
Credit Agreement, dated as of August 11, 1997, among
B&G Foods, Inc., the subsidiaries party thereto,
Heller Financial, Inc., as agent and lender, and the
other lenders party thereto. (Filed with the
Securities and Exchange Commission as Exhibit 4 to
the Company's Report on Form 8-K filed February 19,
1999 and incorporated herein by reference)
10.11 Revolving Credit Agreement, dated as of March 15,
1999, among B&G Foods Holdings Corp., B&G Foods,
Inc., as borrower, the several lenders
22
<PAGE>
from time to time party thereto, Lehman Brothers
Inc., as Arranger, The Bank of New York, as
Documentation Agent, Heller Financial, Inc., as
Co-Documentation Agent, and Lehman Commercial Paper
Inc. as Syndication Agent and Administrative Agent
(Filed as Exhibit 10.1 to the Company's Report on
Form 10-Q filed May 17, 1999 and incorporated herein
by reference)
10.12 Term Loan Agreement, dated as of March 15, 1999,
among B&G Foods Holdings Corp., B&G Foods, Inc., as
borrower, the several lenders from time to time
party thereto, Lehman Brothers Inc., as Arranger,
The Bank of New York, as Documentation Agent, Heller
Financial, Inc., as Co-Documentation Agent, and
Lehman Commercial Paper, Inc., as Syndication Agent
and Administrative Agent (Filed as Exhibit 10.2 to
the Company's Report on Form 10-Q filed May 17, 1999
and incorporated herein by reference)
10.13 Guarantee and Collateral Agreement, dated as of
March 15, 1999, by B&G Foods Holdings Corp., B&G
Foods, Inc., and certain of its subsidiaries in
favor of Lehman Commercial Paper, Inc., as
Administrative Agent (Filed as Exhibit 10.3 to the
Company's Report on Form 10-Q filed May 17, 1999 and
incorporated herein by reference)
10.14 Amended and Restated Securities Holders Agreement
dated December 22, 1999 among B&G Foods Holdings
Corp., Bruckmann, Rosser, Sherrill & Co., L.P.,
Canterbury Mezzanine Capital II, L.P., The CIT
Group/Equity Investments, Inc. and the Management
Stockholders named therein (Filed as Exhibit 10.14
to the Company's Report on Form 10-K filed March 3,
2000 and incorporated herein by reference)
10.15 Amendment, dated as of May 12, 2000, to Revolving
Credit Agreement, dated as of March 15, 1999, among
B&G Foods Holdings Corp., B&G Foods, Inc., as
borrower, the several lenders from time to time
party thereto, Lehman Brothers Inc., as Arranger,
The Bank of New York, as Documentation Agent, Heller
Financial, Inc., as Co-Documentation Agent, and
Lehman Commercial Paper Inc. as Syndication Agent
and Administrative Agent (Filed as Exhibit 10.15 to
the Company's Report on Form 10-Q filed May 15, 2000
and incorporated herein by reference)
10.16 Amendment, dated as of May 12, 2000, to Term Loan
Agreement, dated as of March 15, 1999, among B&G
Foods Holdings Corp., B&G Foods, Inc., as borrower,
the several lenders from time to time party thereto,
Lehman Brothers Inc., as Arranger, The Bank of New
York, as Documentation Agent, Heller Financial,
Inc., as Co-Documentation Agent, and Lehman
Commercial Paper, Inc., as Syndication Agent and
Administrative Agent (Filed as Exhibit 10.16 to the
Company's Report on Form 10-Q filed May 15, 2000 and
incorporated herein by reference)
27.1 Financial Data Schedule. (Filed herewith)
23
