As filed with the Securities and Exchange Commission on April 25, 2003
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one) Quarterly Report Pursuant to Section 13 or 15(d)
[X] of the Securities Exchange Act of 1934
For the quarterly period ended March 29, 2003
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.
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(Exact name of Registrant as specified in its charter)
Delaware 13-3916496
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of April 25, 2003, 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.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
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..............7
Item 3. Quantitative and Qualitative Disclosures about
Market Risk...............................................13
Item 4. Controls and Procedures...................................13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.........................................14
Item 2. Changes in Securities and Use of Proceeds.................14
Item 3. Defaults Upon Senior Securities...........................14
Item 4. Submission of Matters to a Vote of Security Holders.......14
Item 5. Other Information.........................................14
Item 6. Exhibits and Reports on Form 8-K..........................15
(a) Exhibits
(b) Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
INDEX TO EXHIBITS
(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 29, 2003 December 28, 2002
-------------- -----------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 11,311 $ 15,866
Trade accounts receivable, net 18,774 21,900
Inventories 64,163 67,536
Prepaid expenses 2,310 2,024
Deferred income taxes 1,485 1,485
--------------------------------
Total current assets 98,043 108,811
Property, plant and equipment, net 37,323 37,414
Goodwill 112,319 112,319
Trademarks 162,781 162,781
Other assets 8,663 9,348
--------------------------------
$ 419,129 $ 430,673
================================
Liabilities and Stockholder's Equity
Current liabilities:
Current installments of long-term debt $ 336 $ 370
Trade accounts payable 16,467 18,826
Accrued expenses 12,328 19,425
Due to related party 83 208
--------------------------------
Total current liabilities 29,214 38,829
Long-term debt 268,425 273,426
Deferred income taxes 40,863 40,046
Other liabilities 305 291
--------------------------------
Total liabilities 338,807 352,592
Stockholder's equity:
Common stock, $.01 par value per share. Authorized
1,000 shares; issued and outstanding 1 share - -
Additional paid-in capital 56,392 56,392
Retained earnings 23,930 21,689
--------------------------------
Total stockholder's equity 80,322 78,081
--------------------------------
$ 419,129 $ 430,673
================================
See notes to consolidated financial statements.
1
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Income
(Dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
March 29, March 30,
2003 2002
--------- ---------
Net sales................................... $ 67,454 $ 66,210
Cost of goods sold.......................... 47,388 45,505
---------- ----------
Gross profit............................ 20,066 20,705
Sales, marketing and distribution expenses 7,443 7,900
General and administrative expenses......... 1,632 1,278
Management fees-related party............... 125 125
---------- ----------
Operating income........................ 10,866 11,402
Interest expense............................ 7,223 6,372
---------- ----------
Income before income tax expense ....... 3,643 5,030
Income tax expense ......................... 1,402 2,012
---------- ----------
Net income ............................. $ 2,241 $ 3,018
========== ==========
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 29, 2003 March 30, 2002
-------------- --------------
Cash flows from operating activities:
Net income................................................................ $ 2,241 $ 3,018
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization.......................................... 1,361 1,226
Deferred income tax expense............................................ 817 2,012
Amortization of deferred debt issuance costs and bond discount......... 743 516
Provision for bad debt................................................. 575 11
Changes in assets and liabilities, net of effects of net assets sold:
Trade accounts receivable........................................ 2,551 4,537
Inventories...................................................... 3,373 (1,123)
Prepaid expenses................................................. (286) (484)
Other assets..................................................... (1) -
Trade accounts payable........................................... (2,359) (4,480)
Accrued expenses................................................. (7,138) (4,795)
Due to related parties........................................... (125) (125)
Other liabilities................................................ 14 14
-------------- --------------
Net cash provided by operating activities............................ 1,766 327
Cash flows from investing activities:
Capital expenditures................................................... (1,229) (1,641)
-------------- --------------
Net cash used in investing activities................................ (1,229) (1,641)
Cash flows from financing activities:
Payments of long-term debt............................................. (5,092) (100,438)
Proceeds from issuance of long-term debt............................... - 98,760
Payments of debt issuance costs........................................ - (3,247)
-------------- --------------
Net cash used in financing activities................................ (5,092) (4,925)
-------------- --------------
Decrease in cash and cash equivalents................................ (4,555) (6,239)
Cash and cash equivalents at beginning of period.......................... 15,866 15,055
-------------- --------------
Cash and cash equivalents at end of period................................ $ 11,311 $8,816
============== ==============
Supplemental disclosure of cash flow information - Cash paid for:
Interest............................................................. $ 11,788 $ 9,821
Income taxes......................................................... $ 214 $ 279
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 its subsidiaries (collectively, "B&G" or 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 29,
2003 and the results of their operations and their cash flows for the
thirteen-week periods ended March 29, 2003 and March 30, 2002.
The results of operations for the thirteen-week period ended March 29,
2003 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 2002 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
(2) Adoption of New Accounting Standards
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 143, "Accounting for Asset Retirement Obligations." Statement No.
143 requires the Company to record the fair value of an asset retirement
obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that result from
the acquisition, construction, development, and/or normal use of the assets. The
Company also records a corresponding asset that is depreciated over the life of
the asset. Subsequent to the initial measurement of the asset retirement
obligation, the obligation will be adjusted at the end of each period to reflect
the passage of time and changes in the estimated future cash flows underlying
the obligation. The Company adopted Statement No. 143 on December 29, 2002 and
such adoption had no effect on the Company's consolidated financial statements.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires companies
to recognize costs associated with exit or disposal activities when such costs
are incurred rather than at the date of a commitment to an exit or disposal
plan. Previous accounting guidance was provided by the Emerging Issues Task
Force ("EITF") pursuant to Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). Statement No. 146
replaces EITF 94-3. The Company adopted this Statement on December 30, 2002 and
will apply it prospectively based on future exit or disposal activity.
(3) Nature of Operations
The Company operates in one industry segment and manufactures, sells
and distributes a diverse portfolio of high quality 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.
4
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. Sales during the first quarter of the fiscal year are
generally below that of the following three quarters. 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.
(4) Inventories
Inventories consist of the following:
March 29, 2003 December 28, 2002
-------------- -----------------
Raw materials and packaging....... $ 14,202 $ 13,601
Work in process................... 1,135 1,623
Finished goods.................... 48,826 52,312
------------- ------------
$ 64,163 $ 67,536
============= =============
(5) 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 (initial
amount) five-year Term Loan A ("Term Loan A"), which has been paid in full, and
a $150,000 (initial amount) 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 restrict, among other things,
the Company's ability 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 leverage 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 29, 2003 and December 28, 2002. The outstanding
balances for Term Loan A and Term Loan B at March 29, 2003 were $0 and $49,763,
respectively.
The Company has outstanding $220,000 of 9 5/8% 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 principal amount (the "New Notes")
was issued by the Company through a private offering of the notes completed on
March 7, 2002. The Notes contain certain transfer restrictions. The proceeds
from the issuance of the New Notes were used to pay off, in its entirety, the
then outstanding balance under Term Loan A, and to reduce the amount outstanding
under Term Loan B, and pay related deferred debt issuance costs.
As part of a registration rights agreement dated March 7, 2002, the
Company agreed to offer to exchange an aggregate principal amount of up to
$220,000 of its 9 5/8% Senior Subordinated Notes due 2007
5
(the "Exchange Notes") for a like principal amount of its Notes outstanding (the
"Exchange Offer"). The terms of the Exchange Notes are identical in all material
respects to those of the Notes (including principal amount, interest rate,
maturity and guarantees), except for certain transfer restrictions and
registration rights relating to the New Notes. The Exchange Offer was completed
on June 27, 2002.
The indentures for the Notes contain 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 certain transactions with affiliates, make certain asset dispositions,
merge or consolidate with, or transfer substantially all of its assets to,
another person or entity, encumber assets under certain circumstances, restrict
dividends and other payments from subsidiaries, engage in sale and leaseback
transactions, issue capital stock, 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 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
agreed to pay a variable rate of three-month LIBOR plus 5.65% on a notional
amount of $100,000 in exchange for a fixed rate of 9.625%. The Company sold the
interest rate swap agreement on August 7, 2002 for $2,524.
(6) Environmental Matters
Except as described below, the Company has not made any material
expenditures during the last fiscal year in order to comply with environmental
laws or regulations. Based on its experience to date, B&G believes that the
future cost of compliance with existing environmental laws and regulations (and
liability for known environmental conditions) will not have a material adverse
effect on its consolidated financial condition, results of operations or
liquidity. However, the Company cannot predict what environmental or health and
safety legislation or regulations will be enacted in the future or how existing
or future laws or regulations will be enforced, administered or interpreted, nor
can the Company predict the amount of future expenditures that may be required
in order to comply with such environmental or health and safety laws or
regulations or to respond to such environmental claims.
In January 2002, the Company was named as a third-party defendant in an
action regarding environmental liability under the Comprehensive Environmental
Response, Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap Preserves, an alleged predecessor of the Company, at the
Combe Fill South Landfill, a Superfund site. White Cap Preserves is 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. In February 2003, B&G paid $.1 million in settlement of all asserted claims
arising from the disposal of waste by White Cap Preserves at the Combe Fill
South Landfill Superfund site. In March 2003, a bar order was entered by the
United States District Court for the District of New Jersey protecting B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.
6
The Company is involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of management, the
ultimate disposition of these other matters 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 29, 2003 compared to 13 week period ended
March 30, 2002.
Net Sales. Net sales increased $1.3 million or 1.9% to $67.5 million
for the thirteen week period ended March 29, 2003 (the "2003 Quarterly Period")
from $66.2 million for the thirteen week period ended March 30, 2002 (the "2002
Quarterly Period"). Sales of the Company's line of Underwood brands, Polaner
brands, B&M Baked Beans and Bloch & Guggenheimer products increased $1.1
million, $0.4 million, $0.3 million and $0.3 million or 26.7%, 4.9%, 6.1% and
2.6%, respectively, reflecting higher unit volume. These increases were offset
by a reduction of sales in Vermont Maid brands and Regina products in the
amounts of $0.5 million and $0.3 million or 54.8% and 7.4%, respectively.
Gross Profit. Gross profit decreased $0.6 million or 3.1% to $20.1
million for the 2003 Quarterly Period from $20.7 million for the 2002 Quarterly
Period. Gross profit expressed as a percentage of net sales decreased to 29.7%
for the 2003 Quarterly Period from 31.3% for the 2002 Quarterly Period. The
decrease in gross profit percentage is due in part to an increase in trade
spending of 0.7% and an increase in costs of maple syrup of 0.9%.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses decreased $0.5 million or 5.8% to $7.4 million for the
2003 Quarterly Period from $7.9 million for the 2002 Quarterly Period. Such
expenses expressed as a percentage of net sales decreased to 11.0% in the 2003
Quarterly Period from 11.9% in the 2002 Quarterly Period. Marketing costs
decreased $0.3 million or 16.3% and warehousing costs decreased $0.2 million or
16.2% due to reductions in headcount.
General and Administrative Expenses. General and administrative
expenses and management fees increased $0.4 million or 25.2% to $1.8 million for
the 2003 Quarterly Period from $1.4 million in the 2002 Quarterly Period.
Included in the 2003 Quarterly Period is a bad debt write-off of $0.6 million
relating to Fleming Companies, Inc. ("Fleming"), which filed for Chapter 11
bankruptcy on April 1, 2003. All other expenses decreased $0.2 million.
Operating Income. As a result of the foregoing, operating income
decreased $0.5 million or 4.7% to $10.9 million for the 2003 Quarterly Period
from $11.4 million for the 2002 Quarterly Period. Operating income expressed as
a percentage of net sales decreased to 16.1% in the 2003 Quarterly Period from
17.2% in the 2002 Quarterly Period.
Interest Expense. Interest expense increased $0.9 million to $7.2
million for the 2003 Quarterly Period from $6.4 million in the 2002 Quarterly
Period as a result of higher fixed interest rates in the 2003 Quarterly Period
as a result of the issuance of the New Notes and the related refinancing at the
end of the 2002 Quarterly Period.
Income Tax Expense. Income tax expense decreased $0.6 million or 30.3%
to $1.4 million for the 2003 Quarterly Period from $2.0 million in the 2002
Quarterly Period. The Company's effective tax rate was 38.5% for the 2003
Quarterly Period and 40.0% for the 2002 Quarterly Period.
7
EBITDA. Because of the highly leveraged status of the Company, earnings
before interest, taxes, depreciation and amortization ("EBITDA") is an important
performance measure used by the Company and its investors. The Company believes
that EBITDA provides additional information for determining the Company's
ability to meet future debt service requirements. However, EBITDA is not
indicative of operating income or cash flow from operations as determined under
generally accepted accounting principles. The Company's EBITDA for the thirteen
weeks ended March 29, 2003 and March 30, 2002 is calculated as follows (dollars
in millions):
Thirteen weeks ended
March 29, 2003 March 30, 2002
-------------- --------------
Net income (1) 2.2 3.0
Depreciation and amortization 1.4 1.3
Income tax expense 1.4 2.0
Interest expense 7.2 6.4
------ ------
EBITDA $ 12.2 $ 12.6
====== ======
(1) NET INCOME INCLUDES A BAD DEBT EXPENSE INCURRED FOR THE THIRTEEN WEEKS ENDED
MARCH 29, 2003 OF $0.6 MILLION RELATING TO FLEMING WHICH FILED FOR CHAPTER 11
BANKRUPTCY ON APRIL 1, 2003.
Liquidity and Capital Resources
Cash Flows
Cash provided by operating activities increased $1.4 million to $1.8
million for the 2003 Quarterly Period from cash provided by operating activities
of $0.3 million in the 2002 Quarterly Period. The increase was due to a decrease
in inventory which was partially offset by an increase in trade accounts
receivable and a decrease in net income. Working capital at March 29, 2003 was
$68.8 million, a decrease of $1.2 million over working capital at December 28,
2002 of $70.0 million.
Net cash used in investing activities for the 2003 Quarterly Period was
$1.2 million as compared to net cash used in investing activities of $1.6
million for the 2002 Quarterly Period. Capital expenditures during the 2003
Quarterly Period of $1.2 million included purchases of manufacturing and
computer equipment and were $0.4 million below the $1.6 million in similar
capital expenditures for the 2002 Quarterly Period.
Net cash used in financing activities for the 2003 Quarterly Period was
$5.1 million as compared to $4.9 million for the 2002 Quarterly Period. The net
cash used by financing activities for the 2003 Quarterly Period included the
Company's required $0.1 million quarterly payment under Term Loan B and an
additional prepayment of $5.0 million under Term Loan B. The net cash used by
financing activities for the 2002 Quarterly Period included a payment of $38.3
million toward the remaining balance of Term Loan A and a partial prepayment of
$62.1 million toward 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. In addition, a payment
of $0.3 million was made toward capital leases in the 2002 Quarterly Period. The
net cash used in financing activities for the 2002 Quarterly Period were
partially offset by the proceeds received from the issuance of the New Notes.
8
Acquisitions
The Company's liquidity and capital resources may be impacted in the
foreseeable future by additional acquisitions. The Company has historically
financed acquisitions with borrowings and cash flows from operations. The
Company's future interest expense 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
Except as described below, the Company has not made any material
expenditures during the last fiscal year in order to comply with environmental
laws or regulations. Based on its experience to date, B&G believes that the
future cost of compliance with existing environmental laws and regulations (and
liability for known environmental conditions) will not have a material adverse
effect on its consolidated financial condition, results of operations or
liquidity. However, the Company cannot predict what environmental or health and
safety legislation or regulations will be enacted in the future or how existing
or future laws or regulations will be enforced, administered or interpreted, nor
can the Company predict the amount of future expenditures that may be required
in order to comply with such environmental or health and safety laws or
regulations or to respond to such environmental claims.
In January 2002, the Company was named as a third-party defendant in an
action regarding environmental liability under the Comprehensive Environmental
Response, Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap Preserves, an alleged predecessor of the Company, at the
Combe Fill South Landfill, a Superfund site. White Cap Preserves is 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. In February 2003, B&G paid $.1 million in settlement of all asserted claims
arising from the disposal of waste by White Cap Preserves at the Combe Fill
South Landfill Superfund site. In March 2003, a bar order was entered by the
United States District Court for the District of New Jersey protecting B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.
Debt
The Company has outstanding $220 million of 9 5/8% Senior Subordinated
Notes due August 1, 2007 with interest payable semiannually on February 1 and
August 1 of each year. The 9 5/8% Senior Subordinated Notes contain certain
transfer restrictions.
The Company is a party to a $280 million Senior Secured Credit Facility
("Senior Secured Credit Facility") comprised of a $60 million five-year
Revolving Credit Facility ("Revolving Credit Facility"), a $70 million five-year
Term Loan A ("Term Loan A"), which has been paid in full, and a $150 million
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 restrict, among other things, the Company's ability 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
9
total interest coverage ratio and a maximum leverage 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
million per year. There were no borrowings outstanding under the Revolving
Credit Facility at March 29, 2003. The outstanding balances for Term Loan A and
Term Loan B at March 29, 2003 were $0 and $49.8 million, respectively.
Future Capital Needs
The Company is highly leveraged. On March 29, 2003, the Company's total
long-term debt (including current installments) and stockholder's equity was
$268.8 million and $80.3 million, respectively.
The Company's primary sources of capital are cash flows from operations
and borrowings under the Revolving Credit Facility. The Company's primary
capital requirements include debt service, capital expenditures, and working
capital needs. 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 flows 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 29, 2003, will be sufficient for the foreseeable future to fund
operations, meet debt service requirements, and fund capital expenditures.
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. Sales during the first quarter of the fiscal year are
generally below that of the following three quarters. 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 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 143, "Accounting for Asset Retirement Obligations." Statement No.
143 requires the Company to record the fair value of an asset retirement
obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that result from
the acquisition, construction, development, and/or normal use of the assets. The
Company also records a corresponding asset that is depreciated over the life of
the asset. Subsequent to the initial measurement of the asset retirement
obligation, the obligation will be adjusted at the end of each period to reflect
the passage of time and changes in the estimated future cash flows underlying
the obligation. The Company adopted Statement No. 143 on December 29, 2002 and
such adoption had no effect on the Company's consolidated financial statements.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires companies
to recognize costs associated with exit or disposal activities when such costs
are incurred rather than at the date of a commitment to an exit or disposal
plan. Previous accounting guidance was provided by the Emerging Issues Task
Force ("EITF") pursuant to Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). Statement No. 146
replaces EITF 94-3. The Company adopted this Statement on December 30, 2002 and
will apply it prospectively based on future exit or disposal activity.
10
Related-Party Transactions
The Company is party to a management agreement (the "Management
Agreement") with Bruckmann, Rosser, Sherrill & Co., Inc. ("BRS & Co."), the
manager of Bruckmann, Rosser, Sherrill & Co., L.P. ("BRS"), pursuant to which
BRS & Co. is paid an annual fee of $500,000 per year for certain management,
business and organizational strategy, and merchant and investment banking
services. BRS and its affiliates, together with members of the Company's
management and Board of Directors, own B&G Foods Holdings Corp. ("Holdings"),
the sole stockholder of the Company. The Management Agreement will expire on the
earlier of December 27, 2006 and the date that BRS owns less than 20% of the
outstanding common stock of Holdings. The Company is also party to a transaction
services agreement pursuant to which BRS & Co. will be paid a transaction fee
for management, financial and other corporate advisory services rendered by BRS
& Co. in connection with acquisitions by the Company, which fee will not exceed
1.0% of the total transaction value.
The Company leases a manufacturing and warehouse facility from the
Chairman of the Board of Directors of the Company under an operating lease which
expires in April 2009.
Holdings has an Incentive Stock Option Plan (the "Plan') for key
employees of the Company. The Plan authorizes options for up to 6,700 shares of
Holdings' common stock. The Plan provides for grants of incentive stock options
or non-qualified stock options. Under the Plan, the Board of Directors of
Holdings determines the exercise price of options granted, which, in the case of
incentive stock options, cannot be less than fair value. All option grants have
been made at fair value as determined by a third party valuation. Options expire
up to ten years from the grant date and vest ratably over five years. No options
were granted in fiscal 2002 or during the 2003 Quarterly Period. As of March 29,
2003, 6,625 options were outstanding, all of which were incentive stock options.
Critical Accounting Policies
The Securities and Exchange Commission has issued disclosure guidance
for "critical accounting policies." The SEC defines "critical accounting
policies" as those that require application of management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain and may change in
subsequent periods.
Management is required to make certain estimates and assumptions during
the preparation of consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America. These
estimates and assumptions impact the reported amount of assets and liabilities
and disclosures of contingent assets and liabilities as of the date of the
consolidated financial statements. Estimates and assumptions are reviewed
periodically and the effects of revisions are reflected in the consolidated
financial statements in the period they are determined to be necessary. Actual
results could differ from those estimates.
The significant accounting policies are described in Note 2 of the
notes to consolidated financial statements included in the Company's 2002 Annual
Report on Form 10-K. Not all of these significant accounting policies require
management to make difficult, subjective or complex judgments or estimates.
However, the following policies are deemed to be critical within the SEC
definition.
Trade and Consumer Promotion Expenses
The Company offers various sales incentive programs to customers and
consumers, such as price discounts, in-store display incentives, slotting fees,
and coupons. The recognition of expense for these programs involves use of
judgment related to performance and redemption estimates. Estimates are made
11
based on historical experience and other factors. Actual expenses may differ if
the level of redemption rates and performance vary from estimates.
Inventories
Inventories are valued at the lower of cost or market value and have
been reduced by an allowance for excess, obsolete and unsaleable inventories.
The estimate is based on management's review of inventories on hand compared to
estimated future usage and sales.
Long-Lived Assets
Long-lived assets, such as property, plant, and equipment, are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash
flows, an impairment charge is recognized by the amount by which the carrying
amount of the asset exceeds the fair value of the asset.
Goodwill and intangible assets (trademarks) not subject to amortization
are tested annually for impairment, and are tested for impairment more
frequently if events and circumstances indicate that the asset might be
impaired. An impairment loss is recognized to the extent that the carrying
amount exceeds the asset's fair value.
Deferred Income Taxes
Deferred tax assets have been recorded by the Company, a portion of
which represents net operating loss carryforwards. A valuation allowance has
been recorded for certain state net operating loss carryforwards. In assessing
the realizability of deferred tax assets, management considers whether it is
more likely than not that some portion or all of the deferred tax assets will
not be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. In the event that actual results
differ from these estimates or these estimates are adjusted in future periods,
the Company may need to establish additional valuation allowances which could
materially impact its results of operations.
Commitments and Contractual Obligations
Our contractual obligations and commitments principally include
obligations associated with our outstanding indebtedness, future minimum
operating lease obligations and management fees as set forth in the following
table as of March 29, 2003:
Payments Due by Period
(In thousands)
Contractual Obligations: Total Year 1 Year 2 Year 3 Year 4 Year 5 and
- ------------------------ ----- ------- ------ ------ ------ ----------
thereafter
Long-term debt $268,761 $336 $24,209 $25,218 $0 $218,998
Operating leases 14,670 3,827 3,353 2,700 1,731 3,059
Management fees 1,900 500 500 500 400 0
-------- ------ ------- ------- ------ --------
Total contractual cash obligations $285,331 $4,663 $28,062 $28,418 $2,131 $222,057
======== ====== ======= ======= ====== ========
12
Forward-Looking Statements
This report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). 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, terrorist attacks,
increased competition, environmental liabilities, 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 of financial asset or
liability resulting from an adverse movement in interest rates. As of March 29,
2003, 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 29,
2003, would result in an annual increase in interest expense and a corresponding
reduction in cash flow of approximately $0.3 million.
The Company also has outstanding $220 million of 9 5/8% Senior
Subordinated Notes due August 1, 2007 with interest payable semiannually on
February 1 and August 1 of each year, of which $120 million principal amount was
originally issued in August 1997 and $100 million principal amount was issued by
the Company through a private offering of the notes completed on March 7, 2002.
The fair value of the $220 million Senior Subordinated Notes at March 29, 2003,
based on quoted market prices, was $227.7 million.
Item 4. Control and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days
prior to the filing date of this report, the Company carried out an evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of the Company's management, including the Company's
President and Chief Executive Officer and the Company's Chief Financial Officer.
Based upon that evaluation, the Company's President and Chief Executive Officer
and the Company's Chief Financial Officer concluded that the Company's
disclosure
13
controls and procedures are effective. Subsequent to the date the Company
carried out its evaluation, there have been no significant changes in the
Company's internal controls or in other factors which could significantly affect
internal controls.
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in Company
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in Company reports filed under the Exchange
Act is accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
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 under the Comprehensive Environmental
Response, Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap Preserves, an alleged predecessor of the Company, at the
Combe Fill South Landfill, a Superfund site. White Cap Preserves is 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. In February 2003, B&G paid $.1 million in settlement of all asserted claims
arising from the disposal of waste by White Cap Preserves at the Combe Fill
South Landfill Superfund site. In March 2003, a bar order was entered by the
United States District Court for the District of New Jersey protecting B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.
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
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)
15
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-
16
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 Holdzings, 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)
17
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
18
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.)
99.1 Chief Executive Officer's certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Filed
herewith).
99.2 Chief Financial Officer's certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Filed
herewith).
(b) Reports on Form 8-K
None.
19
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: April 25, 2003 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)
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
I, David L. Wenner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of B&G Foods, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 25, 2003
/s/ David L. Wenner
- -----------------------
David L. Wenner
Chief Executive Officer
CERTIFICATION BY CHIEF FINANCIAL OFFICER
I, Robert C. Cantwell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of B&G Foods, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 25, 2003
/s/ Robert C. Cantwell
- -----------------------
Robert C. Cantwell
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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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.,
2
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)
3
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.)
99.1 Chief Executive Officer's certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Filed
herewith).
99.2 Chief Financial Officer's certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Filed
herewith).
4