As filed with the Securities and Exchange Commission on May 13, 2002
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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 March 30, 2002
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 May 13, 2002, 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
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1.
Consolidated Balance Sheets..................................................................1
Consolidated Statements of Income............................................................2
Consolidated Statements of Cash Flows........................................................3
Notes to Consolidated Financial Statements...................................................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................................9
Item 3. Quantitative and Qualitative Disclosures about
Market Risk.............................................................................16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................17
Item 2. Changes in Securities and Use of Proceeds...............................................17
Item 3. Defaults Upon Senior Securities.........................................................17
Item 4. Submission of Matters to a Vote of Security Holders.....................................17
Item 5. Other Information.......................................................................17
Item 6. Exhibits and Reports on Form 8-K........................................................18
(a) Exhibits
(b) Reports on Form 8-K
SIGNATURES
Index to Exhibits..................................................................................24
(i)
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
B&G Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands, except per share data)
Assets March 30, 2002 December 29, 2001
-------------- -----------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 8,816 $ 15,055
Trade accounts receivable, net 17,073 21,621
Inventories 67,265 66,142
Prepaid expenses 2,274 1,790
Deferred income taxes 1,672 1,672
-------------------------------
Total current assets 97,100 106,280
Property, plant and equipment, net 36,846 36,431
Goodwill, net 112,319 112,319
Intangible assets, net 162,781 162,781
Other assets 10,932 8,195
-------------------------------
$ 419,978 $ 426,006
===============================
Liabilities and Stockholder's Equity
Current liabilities:
Current installments of long-term debt $ 580 $ 17,436
Trade accounts payable 16,776 21,256
Accrued expenses 12,699 17,494
Due to related party 83 208
-------------------------------
Total current liabilities 30,138 56,394
Long-term debt 287,023 271,839
Deferred income taxes 36,713 34,701
Other liabilities 250 236
-------------------------------
Total liabilities 354,124 363,170
Stockholder's equity:
Common stock, $.01 par value per share. Authorized
1,000 shares; issued and outstanding 1 share - -
Additional paid-in capital56,392 56,392
Retained earnings 9,462 6,444
-------------------------------
Total stockholder's equity 65,854 62,836
-------------------------------
$ 419,978 $ 426,006
===============================
See notes to consolidated financial statements.
1
B&G Foods, Inc. and Subsidiaries
Statements of Income
(dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
March 30, 2002 March 31, 2001
-------------- --------------
Net sales............................................... $ 66,210 $ 61,399
Cost of good sold....................................... 45,505 41,810
-------------- --------------
Gross profit................................... 20,705 19,589
Sales, marketing and distribution expenses.............. 7,900 7,864
General and administrative expenses..................... 1,278 3,499
Management fees - related party......................... 125 125
Environmental clean-up.................................. - 1,100
-------------- --------------
Operating income............................... 11,402 7,001
Other expense:
Gain on sale of assets......................... - (3,112)
Interest expense............................... 6,372 8,513
-------------- --------------
Income before income tax expense............... 5,030 1,600
Income tax expense...................................... 2,012 992
-------------- --------------
Net income..................................... $ 3,018 $ 608
============== ==============
See notes to consolidated financial statements.
2
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
March 30, 2002 March 31, 2001
-------------- --------------
Cash flows from operating activities:
Net income................................................................ $ 3,018 $ 608
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization.......................................... 1,226 3,525
Deferred income tax expense............................................ 2,012 992
Amortization of deferred debt issuance costs........................... 516 476
Gain on sale of assets................................................. - (3,112)
Changes in assets and liabilities, net of effects of net assets sold:
Trade accounts receivable........................................ 4,548 3,909
Inventories...................................................... (1,123) 1,121
Prepaid expenses................................................. (484) (62)
Trade accounts payable........................................... (4,480) (7,678)
Accrued expenses................................................. (4,795) (2,355)
Due to related party............................................. (125) (124)
Other liabilities................................................ 14 24
------------ -----------
Net cash provided by (used in) operating activities.................. 327 (2,676)
Cash flows from investing activities:
Capital expenditures................................................... (1,641) (141)
Net cash received for sale of assets................................... - 24,265
------------ -----------
Net cash (used in) provided by investing activities.................. (1,641) 24,124
Cash flows from financing activities:
Payments of long-term debt............................................. (100,438) (29,330)
Proceeds from issuance of long-term debt............................... 98,760 -
Payments of debt issuance costs........................................ (3,247) -
------------ -----------
Net cash used in financing activities................................ (4,925) (29,330)
------------ -----------
Decrease in cash and cash equivalents................................ (6,239) (7,882)
Cash and cash equivalents at beginning of period.......................... 15,055 13,433
------------ -----------
Cash and cash equivalents at end of period................................ $ 8,816 $ 5,551
============ ===========
Supplemental disclosure of cash flow information - Cash paid for:
Interest............................................................. $ 9,821 $ 1,711
Income taxes......................................................... $ 279 $ 42
See notes to consolidated financial statements.
3
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 March 30, 2002 and the results
of their operations and their cash flows for the thirteen week periods ended
March 30, 2002 and March 31, 2001.
The results of operations for the thirteen week period ended March 30,
2002 is 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 2001 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
The Emerging Issues Task Force (EITF) has reached a consensus with
respect to the issue of "Accounting for Certain Sales Incentives," including
point of sale coupons, rebates and free merchandise. The consensus includes 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 sales and not
classified as a sales or marketing expense. The Company previously recorded
reductions in price pursuant to coupons as sales, marketing and distribution
expenses. The Company implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result, reclassified prior period coupon
expense as a reduction of net sales. Coupon expense reclassified in accordance
with the EITF consensus for the thirteen week period ended March 31, 2001 was
$0.3 million. The implementation of the provisions of such EITF consensus alters
the classification of certain sales incentives in the consolidated statement of
operations resulting in a reduction of sales and gross margins, but does not
have any effect on the Company's operating income or net income. The Company
historically has included, and continues to include, free merchandise in cost of
goods sold, as required by the new EITF consensus.
In April 2001, the EITF reached a consensus with respect to EITF Issue
No. 00-25, "Vendor Income Statement Characterization of Consideration to a
Purchaser of the Vendor's Products or Services." The consensus includes a
conclusion that consideration from a vendor to a retailer is presumed to be a
reduction to the selling prices of the vendor's products and, therefore, should
be characterized as a reduction of sales when recognized in the vendor's income
statement. The Company implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result, reclassified certain prior period
expenses as a reduction of net sales. Such reclassification reduces sales and
gross margin, but does not have an impact on the Company's operating income or
net income. Such expenses reclassified in accordance with the EITF consensus as
a reduction of net sales and sales, marketing and distribution expenses for the
thirteen week period ended March 31, 2001 were $10.3 million.
The following table reclassifies prior period amounts as if the two
aforementioned new EITF consensuses had been implemented effective December 31,
2000:
Thirteen weeks ended Year ended
March 31, 2001 December 29, 2001
As Filed Reclassified As Filed Reclassified
-------- ------------ -------- ------------
Sales $71,956 $61,399 $332,433 $279,779
Gross profit 30,146 19,589 139,908 87,254
Sales, marketing and distribution expenses 18,421 7,864 87,576 34,922
4
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and
Other Intangible Assets." Statement No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001
as well as all purchase method business combinations completed after June 30,
2001. Statement No. 141 also specifies the criteria intangible assets acquired
in a purchase method business combination must meet to be recognized and
reported as separate from goodwill. Statement No. 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of Statement No. 142. Statement No. 142 also requires that intangible
assets with definite useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment in
accordance with FASB Statement No. 144, "Accounting for the Impairment of
Disposal of Long-Lived Assets."
The Company adopted the provisions of Statement No. 141 on June 30,
2001, and adopted the provisions of Statement No. 142 effective as of December
30, 2001. Goodwill and intangible assets acquired in business combinations
completed before July 1, 2001 continued to be amortized in fiscal 2001 in the
same manner permitted prior to the adoption of Statement No. 142.
In connection with the transitional goodwill impairment evaluation,
Statement No. 142 requires the Company to perform an assessment, for each
reporting unit, as to whether there is an indication that goodwill is impaired
as of the date of adoption by the Company of the provisions of Statement No.
142. Management believes the Company has one reporting unit. The Company has up
to six months from the date of adoption of the provisions of Statement No. 142
to determine the fair value of its reporting unit and to compare such value to
the reporting unit's carrying amount. If, upon such determination, the reporting
unit's carrying amount exceeds its fair value, the Company will be required to
perform the second step of the transitional impairment test. In the second step,
the Company must compare the implied fair value of the reporting unit's
goodwill, determined by allocating the reporting unit's fair value to all of its
assets (recognized and unrecognized) and liabilities in a manner similar to a
purchase price allocation in accordance with Statement No. 141, to its carrying
amount, both of which are required to be measured as of the date of adoption by
the Company of the provisions of Statement No. 142. This second step is required
to be completed as soon as possible, but no later than the end of the year of
such adoption. Any transitional impairment loss, if any, will be recognized as
the cumulative effect of a change in accounting principle in the Company's
consolidated statement of earnings.
As of December 30, 2001, the Company had unamortized goodwill in the
amount of $112.3 million, and unamortized identifiable intangible assets
(trademarks) in the amount of $162.8 million, all of which will be subject to
the transition provisions of Statement No.s 141 and 142. Effective as of
December 30, 2001, the Company ceased the amortization of all goodwill and
identifiable intangible assets having indefinite useful lives. Amortization
expense related to goodwill was $0.8 million and $3.1 million for the thirteen
week period ended March 31, 2001 and year ended December 29, 2001, respectively.
Amortization expense related to trademarks was $1.4 million and $5.4 million for
the thirteen week period ended March 31, 2001 and year ended December 29, 2001,
respectively. Because of the extensive effort needed to comply with adopting
Statement No. 142, the Company has not finalized its assessment of the impact of
adopting this Statement on the Company's consolidated financial statements at
this time and has not determined whether any transitional impairment losses will
be required to be recognized as the cumulative effect of a change in accounting
principle. However, based upon its initial analysis, the Company believes that
the adoption of Statement No. 142 will not have a material effect on the
consolidated financial statements other than the nonamortization of goodwill and
other identifiable intangible assets deemed to have an indefinite useful lives
effective as of December 30, 2001.
The following table reconciles previously reported net income to net
income adjusted as if the provisions of Statement No. 142 were in effect in
fiscal 2001:
Thirteen weeks ended
--------------------
March 30, 2002 March 31, 2001
-------------- --------------
Reported net income $3,018 $608
Add back: Goodwill amortization - 766
Add back: Trademark amortization - 1,367
------ ------
Adjusted net income $3,018 $2,741
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5
The Company accounts for its derivative and hedging transactions in
accordance with Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities," and Statement No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," (collectively referred to as
"Statement No. 133"). Statement No. 133 establishes accounting and reporting
standards for derivative instruments and for hedging activities and requires an
entity to recognize all derivative instruments either as an asset or a liability
in the balance sheet and to measure such instruments at fair value. These fair
value adjustments are to be included either in the determination of net income
or as a component of accumulated other comprehensive income depending on the
nature of the transaction.
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company only has one
interest rate swap agreement, which it entered into in March 2002, to manage its
exposure to interest rate fluctuations. The Company is exposed to credit risk in
the event of the inability of counter parties to perform under its outstanding
derivatives contracts. However, the Company seeks to minimize such risk by
entering into transactions with counter parties that are major financial
institutions with high credit ratings.
(2) Nature of Operations and Business Dispositions
Nature of Operations
The Company operates in one industry segment, the manufacturing,
selling and distribution of branded, shelf-stable food products. The Company's
products include pickles, peppers, jams and jellies, canned meats and beans,
spices, syrups, 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.
Business Disposition
On January 17, 2001, the Company completed the sale of its wholly-owned
subsidiary, Burns & Ricker, Inc. ("Burns & Ricker"), to Nonni's Food Company,
Inc. ("Nonni's") (the "B&R Disposition") pursuant to a stock purchase agreement
of the same date under which the Company sold all of the issued and outstanding
capital stock of Burns & Ricker to Nonni's for $26.0 million in cash. The gain
on the sale, net of transaction expenses, was approximately $3.1 million. The
Company applied the net cash proceeds from the B&R Disposition toward the
partial prepayment of term loans, as required under the Company's Senior Secured
Credit Facility. See Note 4 below.
6
(3) Inventories
Inventories consist of the following:
March 30, 2002 December 29, 2001
-------------- -----------------
Raw materials and packaging........................ $ 16,940 $ 15,035
Work in process.................................... 1,659 2,041
Finished goods..................................... 48,666 49,066
$ 67,265 $ 66,142
(4) Debt
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 ("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 prepayments upon the occurrence
of certain events, including material asset dispositions and issuances of
securities. 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 and define maximum capital expenditure limits, a minimum fixed charge
coverage ratio, a minimum total interest coverage ratio and a maximum
indebtedness to EBITDA ratio. 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 additional criteria. The Senior Secured Credit
Facility limits expenditures on acquisitions to $40,000 per year. There were no
borrowings outstanding under the Revolving Credit Facility at March 30, 2002 and
at March 31, 2001. The outstanding balances for Term Loan A and Term Loan B at
March 30, 2002 was $0 and $68,579, respectively.
The Company has outstanding $220,000 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, of which $120,000 principal amount was
originally issued in August 1997 and $100,000 was issued by the Company through
a private offering of the notes completed on March 7, 2002. The Notes contain
certain transfer restrictions. The additional $100,000 principal amount was used
to pay off, in its entirety, the then outstanding balance under Term Loan A, and
to reduce the amount outstanding under the Term Loan B, and pay related deferred
financing fees.
The indenture for the Notes contains certain covenants that, among
other things, limit the ability of the Company to incur additional debt, issue
preferred stock, pay dividends or make certain other restricted payments, enter
into transactions with affiliates, make certain asset dispositions, merge or
consolidate with, or transfer substantially all of its assets to, another
person, as defined, encumber assets under certain circumstances, restrict
dividends and other payments from subsidiaries, engage in sale and leaseback
transactions, issue capital stock, as defined, or engage in certain business
activities.
The Notes are redeemable at the option of the Company, in whole or in
part, at any time on or after
7
August 1, 2002 at 104.813% of their principal amount plus accrued and unpaid
interest and Liquidated Damages, as defined, if any, beginning August 1, 2002,
and thereafter at prices declining annually to 100% on or after August 1, 2005.
Upon the occurrence of a Change in Control, as defined, the Company will have
the option, at any time on or prior to August 1, 2002, to redeem the Notes, in
whole but not in part, at a redemption price equal to 100% of the principal
amount plus the Applicable Premium, as defined, plus accrued and unpaid interest
and Liquidated Damages, as defined, if any, to the date of redemption, and if
the Company does not so redeem the Notes or if such Change in Control, as
defined, occurs after August 1, 2002, the Company will be required to make an
offer to repurchase the Notes at a price equal to 101% of the principal amount,
together with accrued and unpaid interest and Liquidated Damages, as defined, if
any, to the date of repurchase. The Notes are not subject to any sinking fund
requirements.
On March 21, 2002, the Company entered into an interest rate swap
agreement with a major financial institution pursuant to which the Company pays
a variable rate of three-month LIBOR plus 5.65% (7.66% at March 30, 2002) on a
notional amount of $100,000 expiring in June 2004 in exchange for the 9.625%
fixed rate on the Notes. The fair value of this derivative instrument at March
30, 2002 was immaterial. Changes in the fair value are recorded as interest
expense. As the instrument was acquired on March 21, 2002, such change in fair
value at March 30, 2002 was immaterial.
(5) Environmental Matters
On January 17, 2001, the Company became aware that fuel oil from its
underground storage tank at its Roseland, New Jersey facility had been released
into the ground and into a brook adjacent to such property. The New Jersey
Department of Environmental Protection ("NJDEP") initially engaged an
environmental services firm to address the clean-up of the oil in the brook;
and, with the approval of the NJDEP, the Company retained such environmental
services firm on January 18, 2001 for the same purpose. In addition, the Company
hired another environmental services firm to address the on-site oil impact to
subsurface soils. Since January 17, 2001, together with its environmental
services firms, the Company has worked to clean-up the oil and is cooperating
with the NJDEP. Both environmental services firms have completed the site work
and believe they have remediated the site such that no further clean-up is
warranted. Both firms have submitted their findings to the NJDEP along with
recommendations for no further action. The Company is awaiting the NJDEP's
response to such recommendations. NJDEP could require additional investigation
before acceding to the no further action recommendations, but the cost of such
additional investigation is not expected to have a material adverse effect on
the Company's consolidated financial condition, results of operations or
liquidity.
The Company recorded a charge of $1.1 million in the first quarter of
fiscal 2001 to cover the expected cost of the clean-up, which approximates the
actual amount spent on such clean-up through March 30, 2002. In the third
quarter of fiscal 2001, the Company received an insurance reimbursement of $0.2
million and accrued an additional $0.1 million for certain remaining
miscellaneous expenses. Management believes that substantially all expenses
relating to this matter have been incurred and paid as of March 30, 2002,
although future information and developments may warrant or require the Company
to incur additional expenses. At March 30, 2002, the remaining accrual related
to this matter was less than $0.1 million.
In January 2002, the Company was named as a third-party defendant in an
action regarding environmental liability at the Combe Fill South Landfill in New
Jersey under the Comprehensive Environmental Response, Compensation and
Liability Act, or Superfund, for alleged disposal of waste from White Cap
Preserves, a former subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by
one of the Company's former parent companies and was ultimately acquired by
International Home Foods, Inc. The Company believes that it is indemnified by an
affiliate of International Home Foods, Inc. for this liability. The Company has
submitted a demand for indemnity, but the indemnitor's initial response was
limited to a request
8
for additional information. The Company believes that it may also have
substantive defenses to the third-party complaint, and will explore such
defenses if the Company is not indemnified for this liability. Nevertheless,
based on the Company's understanding of the volume of waste White Cap Preserves
is alleged to have sent to the site, the large number of potentially responsible
parties and the size of settlements by other parties with similar volumes, the
Company does not believe this liability, if any, will have a material adverse
effect on its consolidated financial condition, results of operations or
liquidity.
The Company is involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.
The Company is subject to environmental regulations in the normal
course of business. Management believes that the cost of compliance with such
regulations will not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
13 week period ended March 30, 2002 compared to 13 week period ended
March 31, 2001.
Net Sales. Net sales increased $4.8 million or 7.8% to $66.2 million
for the thirteen week period ended March 30, 2002 (the "2002 Quarterly Period")
from $61.4 million for the thirteen week period ended March 31, 2001 (the "2001
Quarterly Period"). Sales of the Company's line of Emeril's branded products,
Ac'cent branded flavor enhancers, Las Palmas brands, Joan of Arc brands, Regina
branded products, Trappey brands and B&M Baked Beans increased $2.6 million,
$0.8 million, $0.7 million, $0.4 million, $0.3 million, $0.3 million and $0.2
million or 80.7%, 24.5%, 18.9%, 14.2%, 11.0%, 7.3% and 3.3%, respectively. These
increases were partially offset by a reduction of sales, in the amount of $0.5
million, relating to the brands sold in connection with the B&R Disposition.
Trade promotion spending, which is included in net sales pursuant to EITF Issue
No. 00-25, expressed as a percentage of gross sales, remained constant at 16.9%
for each of the 2002 Quarterly Period and the 2001 Quarterly Period.
Gross Profit. Gross profit increased $1.1 million or 5.7% to $20.7
million for the 2002 Quarterly Period from $19.6 million in the 2001 Quarterly
Period. Gross profit expressed as a percentage of net sales decreased to 31.3%
for the 2002 Quarterly Period from 31.9% in the 2001 Quarterly Period, primarily
due to an increase in the cost of maple syrup.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses remained constant at $7.9 million for each of the 2002
Quarterly Period and the 2001 Quarterly Period. Such expenses expressed as a
percentage of net sales decreased to 11.9% in the 2002 Quarterly Period from
12.8% in the 2001 Quarterly Period.
General and Administrative Expenses. General and administrative
expenses (including amortization of intangibles in the 2001 Quarterly Period and
management fees) decreased $2.2 million or 61.3% to $1.4 million for the 2002
Quarterly Period from $3.6 million in the 2001 Quarterly Period. Amortization of
goodwill and other intangibles with indefinite useful lives decreased from $2.1
million in the 2001 Quarterly Period to $0 in the 2002 Quarterly Period as a
result of the implementation of the provisions of FASB Statement No. 142. All
other general and administrative expenses collectively decreased $0.1 million in
the 2002 Quarterly Period.
9
Environmental Clean-Up. As further described below, the Company
recorded a charge of $1.1 million in the 2001 Quarterly Period.
Operating Income. As a result of the foregoing, operating income
increased $4.4 million or 62.9% to $11.4 million for the 2002 Quarterly Period
from $7.0 million for the 2001 Quarterly Period. Operating income expressed as a
percentage of net sales increased to 17.2% in the 2002 Quarterly Period from
11.4% in the 2001 Quarterly Period.
Gain of Sale of Assets. As further described in Note 2 of the
consolidated financial statements, the Company recorded a $3.1 million gain on
the B&R Disposition in the 2001 Quarterly Period.
Interest Expense. Interest expense decreased $2.1 million to $6.4
million for the 2002 Quarterly Period from $8.5 million in the 2001 Quarterly
Period as a result of lower outstanding loan balances and lower interest rates
in the 2002 Quarterly Period.
Income Tax Expense. Income tax expense increased $1.0 million or 102.8%
to $2.0 million for the 2002 Quarterly Period from $1.0 million in the 2001
Quarterly Period. The Company's effective tax rate for the 2002 Quarterly Period
was 40.0% as compared to 62.0% in the 2001 Quarterly Period. The decrease in the
effective rate is due to the non-amortization of goodwill and trademarks in the
2002 Quarterly Period as a result of the adoption of FASB Statement No. 142.
Because of the highly leveraged status of the Company, earnings before
severance charges, interest, taxes, depreciation, amortization, special charges
and gain on sale of assets ("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 March 30, 2002 and March 31, 2001 is calculated as follows
(dollars in thousands):
Thirteen weeks ended
--------------------
March 30, 2002 March 31, 2001
-------------- --------------
Net income $ 3.0 $ 0.6
Depreciation and amortization 1.3 3.5
Income tax expense 2.0 1.0
Interest expense 6.4 8.5
------ ------
EBITDA 12.6 13.6
Special charge-environmental clean-up 0.0 1.1
Gain on sale of assets 0.0 (3.1)
------ ------
Adjusted EBITDA $ 12.6 $ 11.6
====== ======
Liquidity and Capital Resources
Cash Flows
Cash provided by operating activities increased $3.0 million to $0.3
million for the 2002 Quarterly Period from cash used in operating activities of
$2.7 million in the 2001 Quarterly Period. The increase was due to an increase
in net income and a decrease in trade accounts receivable, as a result of a
decrease in days sales outstanding, which was partially offset by decreases in
accrued expenses and accounts payable and an increase in inventory. Working
capital at March 30, 2002 was $67.0 million, an increase of $17.1 million over
working capital at December 29, 2001 of $49.9 million. The increase in working
capital was primarily due to the refinancing of long term debt.
10
Net cash used in investing activities for the 2002 Quarterly Period was
$1.6 million as compared to net cash provided by investing activities of $24.1
million for the 2001 Quarterly Period. The net cash provided by investing
activities in the 2001 Quarterly Period reflects the proceeds received from the
B&R Disposition in the amount of $24.3 million. Capital expenditures during the
2002 Quarterly Period of $1.6 million included purchases of manufacturing and
computer equipment and were $1.5 million above the $0.1 million in similar
capital expenditures for the 2001 Quarterly Period.
Net cash used in financing activities for the 2002 Quarterly Period was
$4.9 million as compared to $29.3 million for the 2001 Quarterly Period. The net
cash used by financing activities for the 2002 Quarterly Period included a
payment of $38.3 million toward the remaining balance of the Term Loan A and a
partial prepayment of $62.1 million toward the Term Loan B. These payments
totaled $100.4 million, and included $95.8 million in prepayments of Term Loan A
and Term Loan B, the Company's required $0.1 million quarterly payment under
Term Loan B and an additional prepayment of $4.5 million under Term Loan B. The
net cash used by financing activities for the 2001 Quarterly Period included
payments of $10.6 million due on the Term Loan A and $18.7 million due on the
Term Loan B. These payments included a mandatory prepayment made in January 2001
of an aggregate of $26.0 million required under the Senior Secured Credit
Facility in connection with the B&R Disposition.
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 in connection with its recent acquisitions, and will increase with
any additional indebtedness the Company may incur to finance 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.
Environmental Clean-Up
On January 17, 2001, the Company became aware that fuel oil from its
underground storage tank at its Roseland, New Jersey facility had been released
into the ground and into a brook adjacent to such property. The New Jersey
Department of Environmental Protection ("NJDEP") initially engaged an
environmental services firm to address the clean-up of the oil in the brook;
and, with the approval of the NJDEP, the Company retained such environmental
services firm on January 18, 2001 for the same purpose. In addition, the Company
hired another environmental services firm to address the on-site oil impact to
subsurface soils. Since January 17, 2001, together with its environmental
services firms, the Company has worked to clean-up the oil and is cooperating
with the NJDEP. Both environmental services firms have completed the site work
and believe they have remediated the site such that no further clean-up is
warranted. Both firms have submitted their findings to the NJDEP along with
recommendations for no further action. The Company is awaiting the NJDEP's
response to such recommendations. NJDEP could require additional investigation
before acceding to the no further action recommendations, but the cost of such
additional investigation is not expected to have a material adverse effect on
the Company's consolidated financial condition, results of operations or
liquidity.
The Company recorded a charge of $1.1 million in the first quarter of
fiscal 2001 to cover the expected cost of the clean-up, which approximates the
actual amount spent on such clean-up through March 30, 2002. In the third
quarter of fiscal 2001, the Company received an insurance reimbursement of $0.2
million and accrued an additional $0.1 million for certain remaining
miscellaneous expenses. Management
11
believes that substantially all expenses relating to this matter have been
incurred and paid as of March 30, 2002, although future information and
developments may warrant or require the Company to incur additional expenses. At
March 30, 2002, the remaining accrual related to this matter was less than $0.1
million.
In January 2002, the Company was named as a third-party defendant in an
action regarding environmental liability at the Combe Fill South Landfill in New
Jersey under the Comprehensive Environmental Response, Compensation and
Liability Act, or Superfund, for alleged disposal of waste from White Cap
Preserves, a former subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by
one of the Company's former parent companies and was ultimately acquired by
International Home Foods, Inc. The Company believes that it is indemnified by an
affiliate of International Home Foods, Inc. for this liability. The Company has
submitted a demand for indemnity, but the indemnitor's initial response was
limited to a request for additional information. The Company believes that it
may also have substantive defenses to the third-party complaint, and will
explore those defenses if the Company is not indemnified for this liability.
Nevertheless, based on the Company's understanding of the volume of waste White
Cap Preserves is alleged to have sent to the site, the large number of
potentially responsible parties and the size of settlements by other parties
with similar volumes, the Company does not believe this liability, if any, will
have a material adverse effect on its consolidated financial condition, results
of operations or liquidity.
Debt
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 ("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 prepayments upon the occurrence
of certain events, including material asset dispositions and issuances of
securities. 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 and define maximum capital expenditure limits, a minimum fixed charge
coverage ratio, a minimum total interest coverage ratio and a maximum
indebtedness to EBITDA ratio. 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 additional criteria. The Senior Secured Credit
Facility limits expenditures on acquisitions to $40,000 per year. There were no
borrowings outstanding under the Revolving Credit Facility at March 30, 2002 and
at March 31, 2001. The outstanding balances for Term Loan A and Term Loan B at
March 30, 2002 was $0 and $68,579, respectively.
The Company has outstanding $220,000 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, of which $120,000 principal amount was
originally issued in August 1997 and $100,000 was issued by the Company through
a private offering of the notes completed on March 7, 2002. The Notes contain
certain transfer restrictions. The additional $100,000 principal amount was used
to pay off, in its entirety, the then outstanding balance under Term Loan A, and
to reduce the amount outstanding under the Term Loan B, and pay related deferred
financing fees.
The indenture for the Notes contains certain covenants that, among
other things, limit the ability of the Company to incur additional debt, issue
preferred stock, pay dividends or make certain other restricted payments, enter
into transactions with affiliates, make certain asset dispositions, merge or
consolidate with, or transfer substantially all of its assets to, another
person, as defined, encumber assets under certain circumstances, restrict
dividends and other payments from subsidiaries, engage in sale and leaseback
12
transactions, issue capital stock, as defined, or engage in certain business
activities.
The Notes are redeemable at the option of the Company, in whole or in
part, at any time on or after August 1, 2002 at 104.813% of their principal
amount plus accrued and unpaid interest and Liquidated Damages, as defined, if
any, beginning August 1, 2002, and thereafter at prices declining annually to
100% on or after August 1, 2005. Upon the occurrence of a Change in Control, as
defined, the Company will have the option, at any time on or prior to August 1,
2002, to redeem the Notes, in whole but not in part, at a redemption price equal
to 100% of the principal amount plus the Applicable Premium, as defined, plus
accrued and unpaid interest and Liquidated Damages, as defined, if any, to the
date of redemption, and if the Company does not so redeem the Notes or if such
Change in Control, as defined, occurs after August 1, 2002, the Company will be
required to make an offer to repurchase the Notes at a price equal to 101% of
the principal amount, together with accrued and unpaid interest and Liquidated
Damages, as defined, if any, to the date of repurchase. The Notes are not
subject to any sinking fund requirements.
On March 21, 2002, the Company entered into an interest rate swap
agreement with a major financial institution pursuant to which the Company pays
a variable rate of three-month LIBOR plus 5.65% (7.66% at March 30, 2002) on a
notional amount of $100,000 expiring in June 2004 in exchange for the 9.625%
fixed rate on the Notes. The fair value of this derivative instrument at March
30, 2002 was immaterial. Changes in the fair value are recorded as interest
expense. As the instrument was acquired on March 21, 2002, such change in fair
value at March 30, 2002 was immaterial.
Future Capital Needs
The Company is highly leveraged. On March 30, 2002, the Company's total
long-term debt (including current installments) and stockholder's equity was
$287.6 million and $65.9 million, respectively.
The Company's primary sources of capital are cash flows 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 $59.0 million at March 30, 2002, 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.
Seasonality
Sales of a number of the Company's products tend to be seasonal. In the
aggregate, however, 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
The Emerging Issues Task Force (EITF) has reached a consensus with
respect to the issue of "Accounting for Certain Sales Incentives," including
point of sale coupons, rebates and free merchandise. The consensus includes 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 sales and not
classified as a sales or marketing expense. The Company previously recorded
reductions in price pursuant to coupons as sales, marketing and distribution
13
expenses. The Company implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result, reclassified prior period coupon
expense as a reduction of net sales. Coupon expense reclassified in accordance
with the EITF consensus for the thirteen week period ended March 31, 2001 was
$0.3 million. The implementation of the provisions of such EITF consensus alters
the classification of certain sales incentives in the consolidated statement of
operations resulting in a reduction of sales and gross margin, but does not have
any effect on the Company's operating income or net income. The Company
historically has included, and continues to include, free merchandise in cost of
goods sold, as required by the new EITF consensus.
In April 2001, the EITF reached a consensus with respect to EITF Issue
No. 00-25, "Vendor Income Statement Characterization of Consideration to a
Purchaser of the Vendor's Products or Services." The consensus includes a
conclusion that consideration from a vendor to a retailer is presumed to be a
reduction to the selling prices of the vendor's products and, therefore, should
be characterized as a reduction of sales when recognized in the vendor's income
statement. The Company implemented the provisions of such EITF consensus in the
first quarter of fiscal 2002 and, as a result, reclassified certain prior period
expenses as a reduction of net sales. Such reclassification reduces sales and
gross margin, but does not have an impact on the Company's operating income or
net income. Such expenses reclassified in accordance with the EITF consensus as
a reduction of net sales and sales, marketing and distribution expenses for the
thirteen week period ended March 31, 2001 were $10.3 million.
The following table reclassifies prior period amounts as if the two
aforementioned new EITF consensuses had been implemented effective December 31,
2000:
Thirteen weeks ended Year ended
March 31, 2001 December 29, 2001
As Filed Reclassified As Filed Reclassified
-------- ------------ -------- ------------
Sales $71,956 $61,399 $332,433 $279,779
Gross profit 30,146 19,589 139,908 87,254
Sales, marketing and distribution expenses 18,421 7,864 87,576 34,922
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and
Other Intangible Assets." Statement No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001
as well as all purchase method business combinations completed after June 30,
2001. Statement No. 141 also specifies the criteria intangible assets acquired
in a purchase method business combination must meet to be recognized and
reported as separate from goodwill. Statement No. 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of Statement No. 142. Statement No. 142 also requires that intangible
assets with definite useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment in
accordance with FASB Statement No. 144, "Accounting for the Impairment of
Disposal of Long-Lived Assets."
The Company adopted the provisions of Statement No. 141 on June 30,
2001, and adopted the provisions of Statement No. 142 effective as of December
30, 2001. Goodwill and intangible assets acquired in business combinations
completed before July 1, 2001 continued to be amortized in fiscal 2001 in the
same manner permitted prior to the adoption of Statement No. 142.
In connection with the transitional goodwill impairment evaluation,
Statement No. 142 requires the Company to perform an assessment, for each
reporting unit, as to whether there is an indication that goodwill is impaired
as of the date of adoption by the Company of the provisions of Statement No.
142. Management believes the Company has one reporting unit. The Company has up
to six months from the date of adoption of the provisions of Statement No. 142
to determine the fair value of its reporting unit and to compare such value
14
to the reporting unit's carrying amount. If, upon such determination, the
reporting unit's carrying amount exceeds its fair value, the Company will be
required to perform the second step of the transitional impairment test. In the
second step, the Company must compare the implied fair value of the reporting
unit's goodwill, determined by allocating the reporting unit's fair value to all
of its assets (recognized and unrecognized) and liabilities in a manner similar
to a purchase price allocation in accordance with Statement No. 141, to its
carrying amount, both of which are required to be measured as of the date of
adoption by the Company of the provisions of Statement No. 142. This second step
is required to be completed as soon as possible, but no later than the end of
the year of such adoption. Any transitional impairment loss, if any, will be
recognized as the cumulative effect of a change in accounting principle in the
Company's consolidated statement of earnings.
As of December 30, 2001, the Company had unamortized goodwill in the
amount of $112.3 million, and unamortized identifiable intangible assets
(trademarks) in the amount of $162.8 million, all of which will be subject to
the transition provisions of Statement No.s 141 and 142. Effective as of
December 30, 2001, the Company ceased the amortization of all goodwill and
identifiable intangible assets having indefinite useful lives. Amortization
expense related to goodwill was $0.8 million for the thirteen week period ended
March 31, 2001. Amortization expense related to trademarks was $1.4 million for
the thirteen week period ended March 31, 2001. Because of the extensive effort
needed to comply with adopting Statement No. 142, the Company has not finalized
its assessment of the impact of adopting this Statement on the Company's
consolidated financial statements at this time and has not determined whether
any transitional impairment losses will be required to be recognized as the
cumulative effect of a change in accounting principle. However, based upon its
initial analysis, the Company believes that the adoption of Statement No. 142
will not have a material effect on the consolidated financial statements other
than the nonamortization of goodwill and other identifiable intangible assets
deemed to have an indefinite useful lives effective as of December 30, 2001.
The following table reconciles previously reported net income to net
income adjusted as if the provisions of Statement No. 142 were in effect in
fiscal 2001:
Thirteen weeks ended
--------------------
March 30, 2002 March 31, 2001
-------------- --------------
Reported net income $3,018 $608
Add back: Goodwill amortization - 766
Add back: Trademark amortization - 1,367
------ ------
Adjusted net income $3,018 $2,741
====== ======
In August, 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment of Disposal of Long-Lived Assets". Statement No. 144 addresses
financial accounting and reporting for the impairment of disposal of long-lived
assets. This Statement requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Statement No. 144 requires
companies to separately report discontinued operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment, or in a distribution to owners) or is classified as held for sale.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell. The Company adopted Statement No. 144 on December
30, 2001 and such adoption had no effect on the Company's consolidated financial
statements for the thirteen weeks ended March 30, 2002.
15
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 March 30, 2002, the Company's only
variable rate borrowings were under Term Loan B and the Revolving Credit
Facility, 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 March 30, 2002, would
result in an annual increase in interest expense and a corresponding reduction
in cash flow of approximately $1.7 million.
16
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.
In January 2002, the Company was named as a third-party defendant in an
action regarding environmental liability at the Combe Fill South Landfill in New
Jersey under the Comprehensive Environmental Response, Compensation and
Liability Act, or Superfund, for alleged disposal of waste from White Cap
Preserves, a former subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by
one of the Company's former parent companies and was ultimately acquired by
International Home Foods, Inc. The Company believes that it is indemnified by an
affiliate of International Home Foods, Inc. for this liability. The Company has
submitted a demand for indemnity, but the indemnitor's initial response was
limited to a request for additional information. The Company believes that it
may also have substantive defenses to the third-party complaint, and will
explore such defenses if the Company is not indemnified for this liability.
Nevertheless, based on the Company's understanding of the volume of waste White
Cap Preserves is alleged to have sent to the site, the large number of
potentially responsible parties and the size of settlements by other parties
with similar volumes, the Company does not believe this liability, if any, will
have a material adverse effect on its 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.
17
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 Certificate of Incorporation of Maple Groves Farms of Vermont,
Inc. (Filed with the Securities and Exchange Commission as
Exhibit 3.5 to Amendment No. 1 to Registration Statement No.
333-86062 on May 9, 2002 and incorporated herein by reference)
3.6 Bylaws of Maple Groves Farms of Vermont, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.6 to Amendment
No. 1 to Registration Statement No. 333-86062 on May 9, 2002
and incorporated herein by reference)
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)
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
18
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 Certificate of Incorporation of Les Produits Alimentaires
Jacques Et Fils, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 3.13 to Amendment No. 1 to Registration
Statement No. 333-86062 on May 9, 2002 and incorporated herein
by reference)
3.14 Bylaws of Les Produits Alimentaires Jacques Et Fils, Inc.
(Filed with the Securities and Exchange Commission as Exhibit
3.14 to Amendment No. 1 to Registration Statement No.
333-86062 on May 9, 2002 and incorporated herein by reference)
3.15 Certificate of Incorporation of Polaner, Inc. (f/k/a 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 Polaner, Inc. (f/k/a 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 Certificate of Incorporation of Heritage Acquisition Corp.
(Filed with the Securities and Exchange Commission as Exhibit
3.17 to Amendment No. 1 to Registration Statement No.
333-86062 on May 9, 2002 and incorporated herein by reference)
3.18 Bylaws of Heritage Acquisition Corp. (Filed with the
Securities and Exchange Commission as Exhibit 3.18 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference)
3.19 Declaration of Trust of William Underwood Company. (Filed with
the Securities and Exchange Commission as Exhibit 3.19 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference)
3.20 Bylaws of William Underwood Company. (Filed with the
Securities and Exchange Commission as Exhibit 3.20 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference)
4.1 Indenture dated as of August 11, 1997 between 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.,
and 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 First Supplemental Indenture dated as of May 31, 2000 (to the
Indenture dated as of August 11, 1997) between B&G Foods,
Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland
Distribution Company), Burns & Ricker, Inc., Trappey's Fine
Foods, Inc., Maple Groves Farms of Vermont, Inc., William
Underwood Company, Heritage Acquisition Corp. and the Bank of
New York. (Filed with the Securities and Exchange Commission
as Exhibit 4.2 to Amendment No. 1 to Registration Statement
No. 333-86062 on May 9, 2002 and incorporated herein by
reference)
4.3 Second Supplemental Indenture dated as of February 28, 2002
between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition
Corp., Bloch & Guggenheimer, Inc.,
19
Polaner, Inc. (f.k.a. Roseland Distribution Company),
Trappey's Fine Foods, Inc., Maple Groves Farms of Vermont,
Inc., William Underwood Company, Heritage Acquisition Corp.,
Les Produits Alimentaires Jacques Et Fils, Inc. and the Bank
of New York. (Filed with the Securities and Exchange
Commission as Exhibit 4.3 to Amendment No. 1 to Registration
Statement No. 333-86062 on May 9, 2002 and incorporated herein
by reference)
4.4 Indenture dated as of March 7, 2002 between B&G Foods, Inc,
BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
Guggenheimer, Inc., Polaner, Inc., Maple Groves Farms of
Vermont, Inc., Les Produits Alimentaires Jacques Et Fils,
Inc., Heritage Acquisition Corp., Trappey's Fine Foods, Inc.,
William Underwood Company and The Bank of New York, as trustee
(Filed with the Securities and Exchange Commission as Exhibit
4.4 to Registration Statement No. 333-86062 on April 11, 2002
and incorporated herein by reference.)
4.5 Form of the Company's 9 5/8% Senior Notes due 2007. (Included
in Exhibit 4.1 and 4.4)
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 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)
10.4 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).
10.5 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).
10.6 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)
10.7 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
20
reference)
10.8 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)
10.9 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)
10.10 Second Amendment, dated as of March 5, 2002, to Revolving
Credit Agreement, dated as of March 15, 1999, as Amended by
the Amendment dated as of May 12, 2000, among B&G Foods
Holdings Corp., B&G Foods, Inc., the several banks and other
financial institutions or entities from time to time parties
to the Revolving Credit Agreement, Lehman Brothers Inc., as
advisor, lead arranger and book manager, 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 with the
Securities and Exchange Commission as Exhibit 10.10 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference.)
10.11 Second Amendment, dated as of March 5, 2002, to Term Loan
Agreement, dated as of March 15, 1999, as Amended by the
Amendment dated as of May 12, 2000, among B&G Foods Holdings
Corp., B&G Foods, Inc., the several financial institutions or
entities from time to time parties to the Term Loan Agreement
thereto, Lehman Brothers Inc., as advisor, lead arranger and
book manager, 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 with the Securities and Exchange
Commission as Exhibit 10.11 to Amendment No. 1 to Registration
Statement No. 333-86062 on May 9, 2002 and incorporated herein
by reference.)
10.12 Purchase Agreement dated as of March 4, 2002 between B&G
Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch
& Guggenheimer, Inc., Polaner, Inc., Trappey's Fine Foods,
Inc., Maple Grove Farms of Vermont, Inc., Les Produits
Alimentaires Jacques et Fils, Inc., Heritage Acquisition
Corp., William Underwood Company and The Bank of New York
(Filed with the Securities and Exchange Commission as Exhibit
10.12 to Registration Statement No. 333-86062 on April 11,
2002 and incorporated herein by reference.)
10.13 Registration Rights Agreement dated as of March 7, 2002
between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition
Corp., Bloch & Guggenheimer, Inc., Polaner, Inc., Trappey's
Fine Foods, Inc., Maple Grove Farms of Vermont, Inc., Les
Produits Alimentaires Jacques et Fils, Inc., Heritage
Acquisition Corp., William Underwood Company, Lehman Brothers
Inc. and Fleet Securities, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 10.13 to Registration Statement
No. 333-86062 on April 11, 2002 and incorporated herein by
reference.)
12.1 Computation of Ratio of Earnings to Fixed Charges (Filed
herewith)
21.1 Subsidiaries of the Company and the Additional Registrants.
(Filed herewith)
21
(b) Reports on Form 8-K
Current Report on Form 8-K dated and filed February 25, 2002 reporting
the Company's intention to privately offer approximately $100 million of Senior
Subordinated Notes due 2007.
22
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: May 13, 2002 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)
INDEX TO 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 Certificate of Incorporation of Maple Groves Farms of Vermont,
Inc. (Filed with the Securities and Exchange Commission as
Exhibit 3.5 to Amendment No. 1 to Registration Statement No.
333-86062 on May 9, 2002 and incorporated herein by reference)
3.6 Bylaws of Maple Groves Farms of Vermont, Inc. (Filed with the
Securities and Exchange Commission as Exhibit 3.6 to Amendment
No. 1 to Registration Statement No. 333-86062 on May 9, 2002
and incorporated herein by reference)
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)
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 Certificate of Incorporation of Les Produits Alimentaires
Jacques Et Fils, Inc. (Filed with the Securities and Exchange
Commission as Exhibit 3.13 to Amendment No. 1 to Registration
Statement No. 333-86062 on May 9, 2002 and incorporated herein
by reference)
3.14 Bylaws of Les Produits Alimentaires Jacques Et Fils, Inc.
(Filed with the Securities and Exchange Commission as Exhibit
3.14 to Amendment No. 1 to Registration Statement No.
333-86062 on May 9, 2002 and incorporated herein by reference)
3.15 Certificate of Incorporation of Polaner, Inc. (f/k/a 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 Polaner, Inc. (f/k/a 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 Certificate of Incorporation of Heritage Acquisition Corp.
(Filed with the Securities and Exchange Commission as Exhibit
3.17 to Amendment No. 1 to Registration Statement No.
333-86062 on May 9, 2002 and incorporated herein by reference)
3.18 Bylaws of Heritage Acquisition Corp. (Filed with the
Securities and Exchange Commission as Exhibit 3.18 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference)
3.19 Declaration of Trust of William Underwood Company. (Filed with
the Securities and Exchange Commission as Exhibit 3.19 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference)
3.20 Bylaws of William Underwood Company. (Filed with the
Securities and Exchange Commission as Exhibit 3.20 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference)
4.1 Indenture dated as of August 11, 1997 between 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.,
and 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 First Supplemental Indenture dated as of May 31, 2000 (to the
Indenture dated as of August 11, 1997) between B&G Foods,
Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland
Distribution Company), Burns & Ricker, Inc., Trappey's Fine
Foods, Inc., Maple Groves Farms of Vermont, Inc., William
Underwood Company, Heritage Acquisition Corp. and the Bank of
New York. (Filed with the Securities and Exchange Commission
as Exhibit 4.2 to Amendment No. 1 to Registration Statement
No. 333-86062 on May 9, 2002 and incorporated herein by
reference)
4.3 Second Supplemental Indenture dated as of February 28, 2002
between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition
Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a.
Roseland Distribution Company), Trappey's Fine Foods, Inc.,
Maple Groves Farms of Vermont, Inc., William Underwood
Company, Heritage Acquisition Corp., Les Produits Alimentaires
Jacques Et Fils, Inc. and the Bank of New York. (Filed with
the Securities and Exchange Commission as Exhibit 4.3 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference)
4.4 Indenture dated as of March 7, 2002 between B&G Foods, Inc,
BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
Guggenheimer, Inc., Polaner, Inc., Maple Groves Farms of
Vermont, Inc., Les Produits Alimentaires Jacques Et Fils,
Inc., Heritage Acquisition Corp., Trappey's Fine Foods, Inc.,
William Underwood Company and The Bank of New York, as trustee
(Filed with the Securities and Exchange Commission as Exhibit
4.4 to Registration Statement No. 333-86062 on April 11, 2002
and incorporated herein by reference.)
4.5 Form of the Company's 9 5/8% Senior Notes due 2007. (Included
in Exhibit 4.1 and 4.4)
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 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)
10.4 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).
10.5 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).
10.6 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)
10.7 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)
10.8 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)
10.9 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)
10.10 Second Amendment, dated as of March 5, 2002, to Revolving
Credit Agreement, dated as of March 15, 1999, as Amended by
the Amendment dated as of May 12, 2000, among B&G Foods
Holdings Corp., B&G Foods, Inc., the several banks and other
financial institutions or entities from time to time parties
to the Revolving Credit Agreement, Lehman Brothers Inc., as
advisor, lead arranger and book manager, 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 with the
Securities and Exchange Commission as Exhibit 10.10 to
Amendment No. 1 to Registration Statement No. 333-86062 on May
9, 2002 and incorporated herein by reference.)
10.11 Second Amendment, dated as of March 5, 2002, to Term Loan
Agreement, dated as of March 15, 1999, as Amended by the
Amendment dated as of May 12, 2000, among B&G Foods Holdings
Corp., B&G Foods, Inc., the several financial institutions or
entities from time to time parties to the Term Loan Agreement
thereto, Lehman Brothers Inc., as advisor, lead arranger and
book manager, 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 with the Securities and Exchange
Commission as Exhibit 10.11 to Amendment No. 1 to Registration
Statement No. 333-86062 on May 9, 2002 and incorporated herein
by reference.)
10.12 Purchase Agreement dated as of March 4, 2002 between B&G
Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch
& Guggenheimer, Inc., Polaner, Inc., Trappey's Fine Foods,
Inc., Maple Grove Farms of Vermont, Inc., Les Produits
Alimentaires Jacques et Fils, Inc., Heritage Acquisition
Corp., William Underwood Company and The Bank of New York
(Filed with the Securities and Exchange Commission as Exhibit
10.12 to Registration Statement No. 333-86062 on April 11,
2002 and incorporated herein by reference.)
10.13 Registration Rights Agreement dated as of March 7, 2002
between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition
Corp., Bloch & Guggenheimer, Inc., Polaner, Inc., Trappey's
Fine Foods, Inc., Maple Grove Farms of Vermont, Inc., Les
Produits Alimentaires Jacques et Fils, Inc., Heritage
Acquisition Corp., William Underwood Company, Lehman Brothers
Inc. and Fleet Securities, Inc. (Filed with the Securities and
Exchange Commission as Exhibit 10.13 to Registration Statement
No. 333-86062 on April 11, 2002 and incorporated herein by
reference.)
12.1 Computation of Ratio of Earnings to Fixed Charges (Filed
herewith)
21.1 Subsidiaries of the Company and the Additional Registrants.
(Filed herewith)