As filed with the Securities and Exchange Commission on November 3, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one) Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 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 [ ] No [ ]
As of October 30, 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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B&G Foods, Inc. and Subsidiaries
Index
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Page No.
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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............................................7
Item 3. Quantitative and Qualitative Disclosures about
Market Risk.............................................................................12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................13
Item 2. Changes in Securities and Use of Proceeds...............................................13
Item 3. Defaults Upon Senior Securities.........................................................13
Item 4. Submission of Matters to a Vote of Security Holders.....................................13
Item 5. Other Information.......................................................................13
Item 6. Exhibits and Reports on Form 8-K........................................................14
(a) Exhibits
(b) Reports on Form 8-K
SIGNATURES
Index to Exhibits.................................................................................19
</TABLE>
(i)
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
B&G Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands, except per share data)
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<S> <C> <C>
Assets September 30, 2000 January 1, 2000
------------------ ---------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 7,522 $ 7,745
Trade accounts receivable, net 24,769 25,852
Inventories 70,299 71,913
Prepaid expenses 2,823 2,297
Deferred income taxes 5,063 5,063
----------------------------------
Total current assets 110,476 112,870
Property, plant and equipment, net 42,302 41,615
Intangible assets, net 304,980 312,143
Other assets 10,326 10,429
---------------------------------
$ 468,084 $ 477,057
=================================
Liabilities and Stockholder's Equity
Current liabilities:
Current installments of long-term debt $ 15,841 $ 11,552
Trade accounts payable 26,714 23,640
Accrued expenses 12,149 18,057
Due to related party 83 208
---------------------------------
Total current liabilities 54,787 53,457
Long-term debt 317,346 329,340
Deferred income taxes 36,977 36,136
Other liabilities 124 51
---------------------------------
Total liabilities 409,234 418,984
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 2,508 1,731
------------------------------
Total stockholder's equity 58,850 58,073
------------------------------
$ 468,084 $ 477,057
==============================
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See notes to consolidated financial statements.
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B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
Thirteen Weeks Ended Thirty-nine Weeks Ended
September 30, 2000 October 2, 1999 September 30, 2000 October 2, 1999
------------------ --------------- ------------------ ---------------
Net sales $ 89,080 $ 87,552 $ 258,241 $ 241,652
Cost of goods sold 46,311 45,396 133,939 129,072
------------------------------------ ----------------------------------
Gross profit 42,769 42,156 124,302 112,580
Sales, marketing, and distribution expenses 29,903 29,282 85,272 76,598
General and administrative expenses 3,195 3,722 9,883 10,503
Management fees-related party 125 127 375 325
Special charge-severance - - 250 -
-------------- ----------- ----------- -------------
Operating income 9,546 9,025 28,522 25,154
Other expense:
Interest expense-related parties 0 0 0 15
Interest expense 9,152 8,107 26,904 21,172
--------------------------------- ----------------------------
Income before income tax expense 394 918 1,618 3,967
Income tax expense 205 442 841 1,936
--------------------------------- ----------------------------
Net income $ 189 $ 476 $ 777 $ 2,031
================================= ============================
</TABLE>
See notes to consolidated financial statements.
2
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B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
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<S> <C> <C>
Thirty-nine Weeks Ended
September 30, 2000 October 2, 1999
------------------ ---------------
Cash flows from operating activities
Net income $ 777 $ 2,031
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,723 11,452
Deferred income tax expense 841 1,936
Amortization of deferred debt issuance costs 1,366 1,011
Changes in assets and liabilities, net of effects
of businesses acquired:
Trade accounts receivable 1,083 (11,365)
Inventories 1,614 (8,114)
Prepaid expenses (526) (664)
Other assets (1) (43)
Trade accounts payable 3,074 8,387
Accrued expenses (5,908) (1,953)
Due to related parties (125) (622)
Other liabilities 73 27
---------------------------------
Net cash provided by operating activities 13,991 2,083
--------------------------------
Cash flows from investing activities:
Paid for acquisitions - (224,532)
Capital expenditures (5,247) (4,678)
---------------------------------
Net cash used in investing activities (5,247) (229,210)
--------------------------------
</TABLE>
(continued)
3
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B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows, continued
(dollars in thousands)
(Unaudited)
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Thirty-nine Weeks Ended
September 30, 2000 October 2, 1999
------------------ ---------------
Cash flows from financing activities:
Payments of long-term debt (7,705) (20,746)
Proceeds from issuance of long-term debt - 220,000
Proceeds from capital contribution - 35,000
Payments of deferred debt issuance costs (1,262) (6,446)
-------------------------------------
Net cash (used in) provided by
financing activities (8,967) 227,808
------------------------------------
(Decrease) increase in cash and
cash equivalents (223) 681
Cash and cash equivalents at beginning of period 7,745 599
--------------------------------
Cash and cash equivalents at end of period $ 7,522 $ 1,280
================================
Supplemental disclosure of cash flow information -
Cash paid for:
Interest $28,277 $ 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
September 30, 2000 and the results of their operations and their cash
flows for the thirteen and thirty-nine week periods ended September 30,
2000 and October 2, 1999.
The results of operations for the thirteen and thirty-nine week periods
ended September 30, 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.
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 reductions in
price pursuant to coupons as sales, marketing and distribution
expenses. Upon the implementation of the EITF consensus, the Company
will reclassify current and prior period coupon expense as a reduction
of net sales as required thereby. 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 is currently assessing the impact of the EITF consensus.
The Company includes free merchandise in cost of goods sold as required
by the new EITF consensus.
(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
5
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maple syrup requirements during the months of April through July.
Consequently, its liquidity needs are greatest during these periods.
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 thirty-nine weeks ended October 2,
1999 presents the results of operations of the Company as if the
Polaner Brands Acquisition and the Heritage Brands Acquisition had
occurred on January 3, 1999. 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 thirty-nine week periods ended September
30, 2000 and thirteen week period ended October 2, 1999 are not
presented below because the Company's actual results reflect such
acquired businesses for such periods.
Thirty-nine Weeks Ended
October 2, 1999
---------------
Net sales $ 267,641
Net income 4,442
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:
September 30, 2000 anuary 1, 2000
------------------ --------------
Raw materials and packaging $ 20,463 19,319
Work in process 2,555 1,513
Finished goods 47,281 51,081
----------------- --------------
$ 70,299 $ 71,913
================ ==============
6
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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 September 30, 2000.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
13 week period ended September 30, 2000 compared to 13 week period ended
October 2, 1999.
Net Sales. Net sales increased $1.5 million or 1.7% to $89.1 million for
the thirteen week period ended September 30, 2000 (the "2000 Quarterly Period")
from $87.6 million for the thirteen week period ended October 2, 1999 (the "1999
Quarterly Period"). Sales of the Company's B&G branded pickles and peppers,
Sason branded flavor enhancers, Underwood brands and Ac'cent branded flavor
enhancers increased $1.1 million, $0.8 million, $0.7 million and $0.7 million or
9.4%, 95.8%, 8.4% and 0.6%, respectively. The Company's new line of Emeril's
Original branded products produced $1.7 million in sales. Sales of the Company's
Las Palmas brand, Polaner brands and Joan of Arc brands decreased $1.2 million,
$1.1 million and $1.1 million or 17.3%, 9.2% and 22.7%, respectively. Sales of
the Company's other brands collectively decreased $0.1 million or 0.8%.
Gross Profit. Gross profit increased $0.6 million or 1.5% to $42.8
million for the 2000 Quarterly Period from $42.2 million in the 1999 Quarterly
Period. Gross profit expressed as a
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percentage of net sales decreased to 48.0% for the 2000 Quarterly Period
from 48.1% in the 1999 Quarterly Period.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses increased $0.6 million or 2.1% to $29.9 million in the
2000 Quarterly Period from $29.3 million in the 1999 Quarterly Period. Such
expenses expressed as a percentage of net sales increased to 33.6% in the 2000
Quarterly Period from 33.4% in the 1999 Quarterly Period. Trade promotion
spending and slotting increased $2.7 million or 17.8%. The increase in
promotional spending includes a $2.6 million increase in spending on the
Heritage brands. Increases in promotional spending for the Company's other
brands, taken as a whole, accounted for the remaining $0.1 million increase.
Coupon and advertising expenses decreased $0.6 million or 32.2%. Distribution
expenses decreased $1.1 million or 16.5%. All other expenses collectively
decreased $0.4 million or 1.4%.
General and Administrative Expenses. General and administrative expenses
(including amortization of intangibles and management fees) decreased $0.5
million or 13.7% to $3.3 million for the 2000 Quarterly Period from $3.8 million
for the 1999 Quarterly Period, primarily due to a decrease in amortization of
certain transitional charges of $0.3 million related to the Heritage Brands
Acquisition along with a decrease in operating expenses of $0.2 million.
Operating Income. As a result of the foregoing, operating income
increased $0.5 million or 5.8% to $9.5 million for the 2000 Quarterly Period
from $9.0 million for the 1999 Quarterly Period. Operating income expressed as a
percentage of net sales increased to 10.7% in the 2000 Quarterly Period from
10.3% in the 1999 Quarterly Period.
Interest Expense. Interest expense increased $1.0 million to $9.2
million for the 2000 Quarterly Period from $8.1 million in the 1999 Quarterly
Period as a result of increased interest rates during the 2000 Quarterly Period.
Income Tax Expense. Income tax expense for the 2000 Quarterly Period was
$0.2 million as compared to $0.4 million in the 1999 Quarterly Period. The
Company's effective tax rate for the 2000 Quarterly Period was 52.0% as compared
to 48.1% 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 for the thirteen weeks ended September
30, 2000 and October 2, 1999 is calculated as follows (dollars in thousands):
Thirteen weeks ended
--------------------
September 30, 2000 October 2, 1999
------------------ ---------------
Net income $ 0.2 $ 0.5
Depreciation and amortization 4.0 4.4
Income tax expense 0.2 0.4
Interest expense 9.2 8.1
------ -------
EBITDA $ 13.6 $ 13.4
====== =======
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39 week period ended September 30, 2000 compared to 39 week period ended October
2, 1999.
Net Sales. Net sales increased $16.6 million or 6.9% to $258.2 million
for the thirty-nine week period ended September 30, 2000 (the "2000 Year-to-Date
Period") from $241.7 million for the thirty-nine week period ended October 2,
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 Ac'cent branded flavor enhancers, Underwood branded spreads and Sason
branded flavor enhancers increased $1.2 million, $0.8 million and $0.7 million
or 16.8%, 5.5% and 34.1%, respectively. The Company's new line of Emeril's
Original branded products produced $1.7 million in sales. Sales of the Company's
Polaner brands, Joan of Arc brands, Las Palmas brand and B&G branded pickles and
peppers decreased $4.0 million, $1.1 million, $1.0 million and $0.6 million or
14.9%, 15.1%, 7.8% and 1.5%, respectively. Sales of the Company's other brands
collectively decreased $0.6 million or 0.5%.
Gross Profit. Gross profit increased $11.7 million or 10.4% to $124.3
million for the 2000 Year-to-Date Period from $112.6 million for the 1999
Year-to-Date Period. Gross profit expressed as a percentage of net sales
increased to 48.1% in the 2000 Year-to-Date Period from 46.6% 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 $8.7 million or 11.3% to $85.3 million in the
2000 Year-to-Date Period from $76.6 million in the 1999 Year-to-Date Period.
Such expenses expressed as a percentage of net sales increased to 33.0% in the
2000 Year-to-Date Period from 31.7% 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 and slotting expenses increased $4.4
million or 14.8%. The increase in promotional spending and slotting expenses
includes increases in spending on the Heritage brands and Vermont Maid branded
pancake syrups of $5.7 million and $0.5 million, respectively, 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 and slotting for
the Company's other brands, taken as a whole, accounted for the remaining $0.4
million or 1.0%. Brokerage expenses and commissions decreased $0.9 million or
13.2%, reflecting a reduced ongoing brokerage percentage. Distribution expenses
decreased $2.2 million or 14.0%. All other expenses collectively decreased $0.3
million or 0.5%.
General and Administrative Expenses. General and administrative expenses
(including amortization of intangibles and management fees) decreased $0.6
million or 5.3% to $10.3 million for the 2000 Year-to-Date Period from $10.8
million for the 1999 Year-to-Date Period. Such decrease was due to a decrease in
operating expenses of $0.9 million, which was partially offset by increased
amortization of intangibles in the amount of $0.3 million associated with the
Polaner Brands Acquisition and the Heritage Brands Acquisition.
Operating Income. As a result of the foregoing, operating income
increased $3.4 million or 13.4% to $28.5 million in the 2000 Year-to-Date Period
from $25.2 million in the 1999 Year-to-Date Period. Operating income expressed
as a percentage of net sales increased to 11.0% in the 2000 Year-to-Date Period
from 10.4% in the 1999 Year-to-Date Period.
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Interest Expense. Interest expense increased $5.7 million to $26.9
million for the 2000 Year-to-Date Period from $21.2 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 $0.8 million as compared to $1.9 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 48.8% in the 1999 Year-to-Date Period.
The Company's Adjusted EBITDA for the thirty-nine weeks ended September
30, 2000 and October 2, 1999 is calculated as follows (dollars in thousands):
Thirty-nine weeks ended
-----------------------
September 30, 2000 October 2, 1999
------------------ ---------------
Net income $ 0.8 $ 2.0
Depreciation and amortization 11.7 11.5
Income tax expense 0.8 1.9
Interest expense 26.9 21.2
------ ------
EBITDA 40.2 36.6
Special charge-severance 0.3 0.0
------ ------
Adjusted EBITDA $ 40.5 $ 36.6
====== ======
Liquidity and Capital Resources
Cash Flows
Cash provided by operating activities increased $11.9 million to $14.0
million for the 2000 Year-to-Date Period from $2.1 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 as a result of a decrease in
days sales outstanding and inventory. Working capital at September 30, 2000 was
$55.7 million, a decrease of $3.7 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 offset by decreases in
receivables, inventory and accrued expenses and an increase in accounts payable.
Net cash used in investing activities for the 2000 Year-to-Date Period
was $5.2 million as compared to $229.2 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 $194.0 million for the Heritage
Brands Acquisition. Capital expenditures during the 2000 Year-to-Date Period of
$5.2 million included purchases of manufacturing and computer equipment, which
such expenditures increased $0.5 million for the 2000 Year-to-Date Period from
the $4.7 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 $9.0 million as compared to net cash provided by financing activities of
$227.8 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 $7.5 million
due on the Term Loan A and $1.3 million of deferred debt issuance costs incurred
to amend the Senior Secured Credit Facility, along with monthly capital lease
payments of $0.2 million. The net cash provided by financing activities for the
1999 Year-to-Date Period was obtained primarily from
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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.
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 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 September 30, 2000.
Future Capital Needs
The Company is highly leveraged. On September 30, 2000, the Company's
total long-term debt (including current installments) and stockholder's equity
was $333.2 million and $58.8 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 September 30, 2000, and possible future debt
financing will be
11
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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.
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 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 reductions in price pursuant to coupons as sales, marketing
and distribution expenses. Upon the implementation of the EITF consensus, the
Company will reclassify current and prior period coupon expense as a reduction
of net sales as required thereby. 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 is currently assessing
the impact of the EITF consensus. 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
12
<PAGE>
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 September 30, 2000, the Company's only
variable rate borrowings were under the Term Loan Facilities which 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 September 30, 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
15
<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
16
<PAGE>
Statement No. 333-39813 on November 7, 1997 and
incorporated herein by 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)
17
<PAGE>
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 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)
18
<PAGE>
(b) Reports on Form 8-K
None.
19
<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: October 30, 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)
20
<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
21
<PAGE>
Statement No. 333-39813 on January 14, 1998 and
incorporated herein by 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
22
<PAGE>
Securities and Exchange Commission as Exhibit 4.1 to
Registration Statement No. 333-39813 on November 7,
1997 and incorporated herein by 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
23
<PAGE>
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 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)
24
