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As filed with the Securities and Exchange Commission on July 23, 2004
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one) Quarterly Report Pursuant to Section 13 or 15(d)
[X] of the Securities Exchange Act of 1934
For the quarterly period ended July 3, 2004
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 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 July 22, 2004, B&G Foods, Inc. had one (1) share of common stock,
par value $0.01 per share, outstanding, which was owned by an affiliate.
B&G Foods, Inc. and Subsidiaries
Index
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets..................................................................1
Consolidated Statements of Operations........................................................2
Consolidated Statements of Changes in Stockholder's Equity and Comprehensive Income (Loss)...3
Consolidated Statements of Cash Flows........................................................4
Notes to Consolidated Financial Statements...................................................5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...........................................10
Item 3. Quantitative and Qualitative Disclosures about
Market Risk.............................................................................22
Item 4. Controls and Procedures.................................................................22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................23
Item 2. Changes in Securities and Use of Proceeds...............................................23
Item 3. Defaults Upon Senior Securities.........................................................23
Item 4. Submission of Matters to a Vote of Security Holders.....................................23
Item 5. Other Information.......................................................................24
Item 6. Exhibits and Reports on Form 8-K........................................................24
SIGNATURES
INDEX TO EXHIBITS
i
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
B&G Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
Assets July 3, 2004 January 3, 2004
------------ ---------------
(Unaudited)
Current assets:
Cash and cash equivalents............................... $ 13,926 $ 8,092
Trade accounts receivable, net.......................... 25,845 22,348
Inventories............................................. 84,447 80,789
Prepaid expenses........................................ 3,479 2,336
Due from related party.................................. 1,721 -
Deferred income taxes................................... 115 115
-------------------------------------
Total current assets............................... 129,533 113,680
Property, plant and equipment, net............................ 44,081 43,940
Goodwill...................................................... 188,629 188,629
Trademarks ................................................... 193,481 193,481
Other assets.................................................. 9,041 10,209
-------------------------------------
Total assets....................................... $ 564,765 $ 549,939
=====================================
Liabilities and Stockholder's Equity
Current liabilities:
Current installments of long-term debt.................. $ 1,500 $ 1,500
Trade accounts payable.................................. 23,805 19,816
Accrued expenses........................................ 22,040 24,819
Due to related party.................................... 208 208
-------------------------------------
Total current liabilities.......................... 47,553 46,343
Long-term debt, excluding current maturities.................. 366,662 367,296
Deferred income taxes......................................... 45,912 42,774
Other liabilities............................................. 348 347
-------------------------------------
Total liabilities.................................. 460,475 456,760
-------------------------------------
Stockholder's equity:
Common stock, par value $0.01 per share. Authorized
1,000 shares; issued and outstanding 1 share............ - -
Additional paid-in capital ................................... 56,396 56,396
Accumulated other comprehensive loss.......................... (28) (74)
Retained earnings............................................. 47,922 36,857
-------------------------------------
Total stockholder's equity......................... 104,290 93,179
-------------------------------------
Total liabilities and stockholder's equity......... $ 564,765 $ 549,939
=====================================
See Notes to Consolidated Financial Statements.
1
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(Dollars in thousands)
(Unaudited)
Thirteen Weeks Ended Twenty-six Weeks Ended
July 3, 2004 June 28, 2003 July 3, 2004 June 28, 2003
------------ ------------- ------------ -------------
Net sales...................................... $ 93,735 $ 76,369 $ 184,412 $ 143,823
Cost of goods sold............................. 64,269 52,862 125,960 100,250
------------ ------------- ------------ -------------
Gross profit............................ 29,466 23,507 58,452 43,573
Operating expenses:
Sales, marketing and distribution expenses 11,362 8,962 22,220 16,405
General and administrative expenses........ 820 1,093 2,355 2,725
Management fees-related party.............. 125 125 250 250
------------ ------------- ------------ -------------
Operating income........................ 17,159 13,327 33,627 24,193
Other expenses:
Interest expense, net...................... 7,794 6,774 15,606 13,997
------------ ------------- ------------ -------------
Income before income taxes.............. 9,365 6,553 18,021 10,196
Provision for income taxes .................... 3,614 2,523 6,956 3,925
------------ ------------- ------------ -------------
Net income ............................. $ 5,751 $ 4,030 $ 11,065 $ 6,271
============ ============= ============ =============
See Notes to Consolidated Financial Statements.
2
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of
Changes in Stockholder's Equity and
Comprehensive Income (Loss)
(Dollars in thousands)
(Unaudited)
Comprehensive income
(loss) Accumulated
Thirteen Twenty- other Additional
Weeks six Weeks Common Stock comprehensive paid-in Retained
Ended Ended Share Amount Income (loss) capital Earnings Total
--------- --------- ----- ------ ---------------- ---------- -------- ----------
Balance at December 28,
2002..................... 1 $ -- $(20) $56,396 $21,689 $78,065
----- ----- ------------- ------- ------- -------
Foreign currency
translation................. $ (116) $ (82) (82) (82)
Net income................... 4,030 6,271 -- -- -- 6,271 6,271
-------
Comprehensive income......... 6,189
-------- ------- ----- ----- ------ ------ ------- -------
Balance at June 28, 2003..... $3,914 $6,189 1 $ -- $(102) $56,396 $27,960 $84,254
======== ======= ===== ===== ====== ======= ======= =======
Balance at January 3, 2004... 1 $ -- $(74) $56,396 $36,857 $93,179
----- ----- ------ ------- ------- -------
Foreign currency
translation................ $ 42 $ 46 46 46
Net income................... 5,751 11,065 -- -- -- 11,065 11,065
-------
Comprehensive income......... 11,111
-------- ------- ----- ----- ----- ------- ------- -------
Balance at July 3, 2004...... $ 5,793 $11,111 1 $ -- $(28) $56,396 $47,922 $104,290
======== ======= ===== ===== ===== ======= ======= =======
See Notes to Consolidated Financial Statements.
3
B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Twenty-six Weeks Ended
July 3, 2004 June 28, 2003
------------ -------------
Cash flows from operating activities:
Net income................................................................ $ 11,065 $ 6,271
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation........................................................... 3,237 2,741
Deferred income taxes.................................................. 3,138 2,254
Amortization and write off of deferred debt issuance costs and bond
discount............................................................... 1,284 1,487
Provision for bad debt................................................. 0 585
Changes in assets and liabilities, net of effects of business
combination:
Trade accounts receivable........................................ (3,497) 1,979
Inventories...................................................... (3,658) (1,574)
Prepaid expenses................................................. (1,143) (1,626)
Due from related party........................................... (1,721) 0
Other assets..................................................... 0 (1)
Trade accounts payable........................................... 3,989 517
Accrued expenses................................................. (2,763) (1,308)
Other liabilities................................................ 1 28
--------------- ----------------
Net cash provided by operating activities............................ 9,932 11,353
Cash flows from investing activities:
Capital expenditures................................................... (3,394) (3,065)
--------------- ----------------
Net cash used in investing activities................................ (3,394) (3,065)
Cash flows from financing activities:
Payments of long-term debt............................................. (750) (10,176)
--------------- ----------------
Net cash used in financing activities................................ (750) (10,176)
Effect of exchange rate fluctuation on cash and cash equivalents....... 46 (82)
--------------- ----------------
Net increase (decrease) in cash and cash equivalents...................... 5,834 (1,970)
Cash and cash equivalents at beginning of period.......................... 8,092 15,866
--------------- ----------------
Cash and cash equivalents at end of period................................ $ 13,926 $ 13,896
=============== ================
Supplemental disclosure of cash flow information:
Cash interest........................................................ $ 15,262 $ 12,621
Cash income taxes.................................................... $ 1,666 $ 337
See Notes to Consolidated Financial Statements.
4
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 July 3,
2004 and the results of their operations and their cash flows for the thirteen
and twenty-six week periods ended July 3, 2004 and June 28, 2003.
The results of operations for the thirteen and twenty-six week periods
ended July 3, 2004 are not necessarily indicative of the results to be expected
for the full year. The accompanying unaudited consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes included in the Company's Annual Report on Form 10-K for the year ended
January 3, 2004 (the "2003 Annual Report on Form 10-K") filed with the
Securities and Exchange Commission (the "SEC").
(2) Adoption of New Accounting Standards
In 2003, the Financial Accounting Standards Board ("FASB") revised
Statement No. 132 "Employers' Disclosures about Pensions and Other
Postretirement Benefits." The FASB's revision of Statement No. 132 requires new
annual disclosures about the types of plan assets, investment strategy,
measurement date, plan obligations and cash flows as well as the components of
the net periodic benefit cost recognized in interim periods. In addition, SEC
registrants are now required to disclose its estimates of contributions to the
plan during the next fiscal year and the components of the fair value of total
plan assets by type (i.e. equity securities, debt securities, real estate and
other assets). The Company adopted the provisions of Statement No. 132
(revised), except for the disclosure of expected future benefit payments, which
must be disclosed for fiscal years ending after June 15, 2004.
(3) Nature of Operations and Business Acquisitions
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, taco shells, seasonings, dinner kits, taco sauces, refried beans,
salsa 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. 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 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.
Acquisitions and Financing
On August 21, 2003, the Company acquired certain assets of The Ortega
Brand of Business ("Ortega" or the "Ortega Acquisition") for approximately
$118,179 in cash (the "Ortega Purchase Price"), including
5
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands)
(Unaudited)
transaction costs, from Nestle Prepared Foods Company ("Nestle"). In connection
with this transaction, the Company entered into a $200,000 senior secured credit
facility comprised of a $50,000 five-year revolving credit facility and a
$150,000 six-year term loan facility. The proceeds of such senior secured credit
facility were used to fund the Ortega Acquisition and refinance the Company's
then-existing credit facility. See Note 5 (Debt).
In connection with the Ortega Acquisition, the Company paid transaction
fees to Bruckmann, Rosser, Sherrill and Co., Inc., a related party, aggregating
$1,000. The Company recorded such transaction fees as part of the Ortega
Purchase Price.
The Ortega Acquisition was accounted for using the purchase method of
accounting and, accordingly, the assets acquired, liabilities assumed, and
results of operations are included in the consolidated financial statements from
the date of the Ortega Acquisition. The excess of the Ortega Purchase Price over
the fair value of identifiable net assets acquired represents goodwill.
Trademarks are deemed to have an indefinite useful life and are not amortized.
The following table sets forth the allocation of the Ortega Purchase
Price. The cost of the Ortega Acquisition has been allocated to tangible and
intangible assets as follows:
Property, plant and equipment $ 5,964
Goodwill 76,310
Indefinite-life intangible assets - trademarks 30,700
Other assets, principally net current assets 6,960
Other liabilities, principally net current liabilities (2,039)
Deferred income tax asset 284
---------
Total $ 118,179
=========
Unaudited Pro Forma Summary of Operations
The following unaudited pro forma summary of operations for the
thirteen and twenty-six weeks ended June 28, 2003 presents the operations of the
Company as if the Ortega Acquisition had occurred as of the beginning of the
periods presented. In addition to including the results of operations of the
Ortega business, the unaudited pro forma information gives effect to interest on
additional borrowings and changes in depreciation and amortization of property,
plant and equipment.
Thirteen Weeks Ended Twenty-six Weeks Ended
-------------------- ----------------------
June 28, 2003 June 28, 2003
------------- -------------
Net Sales $ 95,406 $ 181,302
Net Income 4,673 7,334
The unaudited pro forma information presented above does not purport to
be indicative of the results that actually would have been attained if the
Ortega Acquisition, and the related financing transactions, had occurred as of
the beginning of the periods presented and is not intended to be a projection of
future results.
(4) Inventories
6
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands)
(Unaudited)
Inventories consist of the following:
July 3, 2004 January 3, 2004
------------ ---------------
Raw materials and packaging.................. $ 22,250 $ 14,916
Work in process.............................. 984 1,555
Finished goods............................... 61,213 64,318
------------ --------------
Total................................... $ 84,447 $ 80,789
============ ==============
(5) Debt
On August 21, 2003, the Company entered into a newly amended and
restated $200,000 senior secured credit facility, which was further amended and
restated as of September 9, 2003 (the "Senior Secured Credit Facility"),
comprised of a $50,000 five-year revolving credit facility ("Revolving Credit
Facility") and a $150,000 six-year term loan facility ("Term Loan"). The
proceeds of the Term Loan and of certain drawings under the Revolving Credit
Facility were used (i) to fund the Ortega Acquisition and to pay related
transaction fees and expenses and (ii) to fully pay off the Company's remaining
obligations under Term Loan B of the Company's then-existing Term Loan Agreement
dated as of March 15, 1999. In connection therewith, the Company capitalized
approximately $5,300 of new deferred debt issuance costs related to the Senior
Secured Credit Facility and, in accordance with the applicable guidance of the
FASB's Emerging Issues Task Force, wrote off $1,831 of deferred financing costs
related to the Company's then-existing Term Loan B. With respect to the Senior
Secured Credit Facility, interest is determined based on several alternative
rates, including the base lending rate per annum plus an applicable margin, or
LIBOR plus an applicable margin (4.59% at July 3, 2004 and 4.52% at January 3,
2004). 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 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 $50,000 per acquisition unless the Company can satisfy certain leverage ratio
requirements. The outstanding balances for the Revolving Credit Facility and the
Term Loan at July 3, 2004 were $0 and $148,875, respectively. The available
borrowing capacity under the Revolving Credit Facility, net of outstanding
letters of credit of $636, was $49,364 at July 3, 2004.
The Company has outstanding $220,000 of 9 5/8% Senior Subordinated
Notes (the "Senior Subordinated 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 issued by the Company in August 1997 and $100,000 principal
amount was issued by the Company in March 2002. The proceeds from the issuance
of the Senior Subordinated Notes issued in March 2002 were used to pay off, in
its entirety, the then outstanding balance under the Company's then-existing
Term Loan A, and to reduce the amount outstanding under the Company's
then-existing Term Loan B, and pay related deferred debt issuance costs.
The indentures for the Senior Subordinated 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.
7
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands)
(Unaudited)
The Senior Subordinated Notes are redeemable at the option of the
Company, in whole or in part, at any time at 103.208% of their principal amount
plus accrued and unpaid interest and Liquidated Damages (as defined in the
indentures), if any, beginning August 1, 2003, 101.604% beginning August 1, 2004
and 100% beginning August 1, 2005. Upon the occurrence of a Change in Control
(as defined in the indentures), the Company will be required to make an offer to
repurchase the Senior Subordinated Notes at a price equal to 101% of the
principal amount, together with accrued and unpaid interest and Liquidated
Damages, if any, to the date of repurchase. The Senior Subordinated Notes are
not subject to any sinking fund requirements.
(6) Commitments and Contingencies
The Company has not made any material expenditures during the thirteen
or twenty-six week periods ended July 3, 2004 and June 28, 2003 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. In February 2003, B&G paid $100 in
settlement of all asserted claims arising from this matter, and 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.
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.
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.
(7) Pension Benefits
Net periodic costs for the thirteen and twenty-six week periods ended
July 3, 2004 and June 28, 2003 include the following components:
Thirteen Weeks Ended Twenty-six Weeks Ended
-------------------- ----------------------
July 3, 2004 June 28, 2003 July 3, 2004 June 28, 2003
------------ ------------- ------------ -------------
Service cost - benefits earned during the period $ 337 $ 234 $ 676 $ 468
Interest cost on projected benefit obligation 257 206 517 412
Expected return on plan assets (204) (158) (413) (316)
Net amortization and deferral 46 21 93 42
------- ------- ------- ----------
Net pension benefit cost $ 436 $ 303 $ 873 $ 606
======= ======= ======= ==========
8
B&G Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands)
(Unaudited)
The Company previously disclosed in its 2003 Annual Report on Form 10-K that it
is expected to contribute $1.3 million to its pension plans in 2004. As of July
3, 2004, $0.4 million in contributions have been made. The Company presently
anticipates increasing its total contribution to $1.5 million for the year ended
January 1, 2005 to fund its pension plan obligations.
(8) 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 BRS, pursuant to which BRS & Co. is paid an annual fee of $500 per
year for certain management, business and organizational strategy, and merchant
and investment banking services. 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 the Company.
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. In connection with the Ortega Acquisition, the Company paid
transaction fees to BRS aggregating $1,000. The Company recorded such
transaction fees as part of the Ortega Purchase Price. No such fees were paid in
the twenty-six weeks ended July 3, 2004 and June 28, 2003.
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. Total rent expense associated with this lease was $385
for the twenty-six weeks ended July 3, 2004 and June 28, 2003.
"Due to related party" at July 3, 2004 and January 3, 2004 includes
management fees to BRS.
On February 11, 2004, the Company's sole stockholder, B&G Foods
Holdings Corp. ("B&G Holdings"), filed a Registration Statement on Form S-1,
which was most recently amended by the filing of Amendment No. 5 on July 12,
2005, for the registration of the contemplated issuance of (A) B&G Holdings'
enhanced income securities, or "EISs" (with each EIS representing one share of
Class A common stock and $6.90 aggregate principal amount of new senior
subordinated notes of B&G Holdings), and additional senior subordinated notes of
B&G Holdings separate from the EISs and (B) B&G Holdings' senior notes. Each of
the offerings is contingent on the completion of the other offerings. If the
offerings contemplated by the registration statement are consummated,
simultaneously with the completion of the offerings, the Company will be merged
with and into B&G Holdings and the name of the surviving entity will be renamed
B&G Foods, Inc. As of July 3, 2004, the Company has paid $1,721 of transactions
fees and expenses incurred by B&G Holdings in connection with the contemplated
offerings. Such amount is reflected as due from related party in the Company's
unaudited consolidated balance sheet as of July 3, 2004.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth under the heading "Forward-Looking
Statements" and elsewhere in this report. The following discussion should be
read in conjunction with the consolidated financial statements and related notes
included in our 2003 Annual Report on Form 10-K filed with the Securities and
Exchange Commission.
General
We manufacture, sell and distribute a diversified portfolio of high
quality, shelf-stable, branded food products, many of which have leading
regional or national retail market shares. In general, we position our branded
products to appeal to the consumer desiring a high quality and reasonably priced
branded product.
Our business strategy is to continue to increase sales, profitability
and free cash flow by enhancing our existing portfolio of branded shelf-stable
products and by capitalizing on our competitive strengths. We intend to
implement our strategy through the following initiatives: profitably growing our
established brands, leveraging our unique multiple-channel sales and
distribution system, introducing new products, capitalizing on the higher growth
Mexican segment of the food industry, and expanding our brand portfolio with new
licensing arrangements.
Since 1996, we have successfully acquired and integrated 16 separate
brands into our operations. We believe that successful future acquisitions, if
any, will enhance our portfolio of existing businesses, further leveraging our
existing platform.
We completed the acquisition of certain assets of The Ortega Brand of
Business from Nestle Prepared Foods Company on August 21, 2003, which we refer
to in this report as "Ortega" or the "Ortega acquisition". The Ortega
acquisition has been accounted for using the purchase method of accounting and,
accordingly, the assets acquired, liabilities assumed and results of operations
of the acquired business are included in our consolidated financial statements
from the date of acquisition.
We are subject to a number of challenges that may adversely affect our
businesses. These challenges, which are discussed below and under the heading
"Forward-Looking Statements" in this report include:
Fluctuations in Commodity Prices: We purchase raw materials, including
agricultural products, meat and poultry from growers, commodity processors,
other food companies and packaging manufacturers. Raw materials are subject to
fluctuations in price attributable to a number of factors. In the past six to
twelve months we have seen increasing prices in certain of these commodities,
particularly in packaging materials. We manage this risk by entering into
short-term supply contracts and advance commodities purchase agreements from
time to time, and if necessary, by raising prices. There can be no assurance,
however, that any price increases by us will offset the increased cost of these
raw material commodities, or that we will be able to raise prices at all.
Consolidation in the Retail Trade and Consequent Inventory Reductions:
As the retail grocery trade continues to consolidate and our retail customers
grow larger and become more sophisticated, our retail customers may demand lower
pricing and increased promotional programs. These customers are also reducing
their inventories and increasing their emphasis on private label products. To
date we have been able to offset these trends by using our marketing expertise,
unique products and category leadership to maintain and increase volume.
Changing Customer Preferences: Consumers in the market categories in
which we compete frequently change their taste preferences, dietary habits and
product packaging preferences. By anticipating,
10
identifying or developing and marketing products that respond to these changes
in consumer preferences, we have largely been able to offset this challenge.
Consumer Concern Regarding Food Safety, Quality and Health: The food
industry is subject to consumer concerns regarding the safety and quality of
certain food products, including the health implications of genetically modified
organisms, obesity and trans fatty acids. By complying with applicable food and
safety laws and regulations, we have been able to produce food products that
generate consumer confidence in the safety and quality of our food products.
Changing Valuations of the Canadian Dollar in Relation to the U.S.
Dollar: We purchase most of our maple syrup requirements from manufacturers
located in Quebec, Canada. Over the past year the U.S. dollar has weakened
against the Canadian dollar, which has in turn increased our costs relating to
the production of our maple syrup products.
To confront these challenges, we continue to take steps to build the
value of our brands, to improve our existing portfolio of products with new
product and marketing initiatives, to reduce costs through productivity and to
address consumer concerns about food safety, quality and health.
Fluctuations in commodity prices can lead to retail price volatility
and intensive price competition, and can influence consumer and trade buying
patterns.
Critical Accounting Policies; Use of Estimates
The preparation of financial statements in accordance with U.S.
generally accepted accounting principles requires our management to make a
number of estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Some of the more significant estimates
made by management involve trade and consumer promotion expenses, allowances for
excess, obsolete and unsaleable inventories, and the recoverability of goodwill,
trademarks, property, plant and equipment and deferred tax assets. Actual
results could differ from those estimates.
We believe the following critical accounting policies involve the most
significant judgments and estimates used in the preparation of our consolidated
financial statements.
Trade and Consumer Promotion Expenses. We offer 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 the use of judgment related to performance and redemption
estimates. Estimates are made 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 our 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
11
might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.
Income Tax Expense Estimates and Policies. As part of the income tax
provision process of preparing our consolidated financial statements, we are
required to estimate our income taxes. This process involves estimating our
current tax exposure together with assessing temporary differences resulting
from differing treatment of items for tax and accounting purposes. These
differences result in deferred tax assets and liabilities. We must then assess
the likelihood that our deferred tax assets will be recovered from future
taxable income and to the extent we believe the recovery is not likely, we must
establish a valuation allowance. Further, to the extent that we establish a
valuation allowance or increase this allowance in a financial accounting period,
we must include a tax provision, or reduce our tax benefit in our consolidated
statement of operations. We use our judgment to determine our provision or
benefit for income taxes, deferred tax assets and liabilities and any valuation
allowance recorded against our net deferred tax assets.
We have recorded deferred tax assets, a portion of which represents net
operating loss carryforwards. A valuation allowance has been recorded for
certain state net operating loss carryforwards.
There are various factors that may cause those tax assumptions to
change in the near term, and we may have to record a valuation allowance against
our deferred tax assets. We cannot predict whether future U.S. federal and state
income tax laws and regulations might be passed that could have a material
effect on our results of operations. We assess the impact of significant changes
to the U.S. federal and state income tax laws and regulations on a regular basis
and update the assumption and estimates used to prepare our financial statements
when new regulation and legislation is enacted.
Results of Operations
The following table sets forth the percentages of net sales represented
by selected items for the thirteen and twenty-six week periods ended July 3,
2004 and June 28, 2003 reflected in our Consolidated Statements of Operations.
The comparisons of financial results are not necessarily indicative of future
results:
Thirteen Weeks Ended Twenty-six Weeks Ended
-------------------- ----------------------
July 3, 2004 June 28, 2003 July 3, 2004 June 28, 2003
------------ ------------- ------------ -------------
Common Size Income Statement:
Net sales........................................ 100.0% 100.0% 100.0% 100.0%
Cost of goods sold............................... 68.6% 69.2% 68.3% 69.7%
----- ----- ----- -----
Gross profit................................ 31.4% 30.8% 31.7% 30.3%
Operating expenses:
Sales, marketing and distribution expenses....... 12.1% 11.7% 12.0% 11.4%
General and administrative expenses.............. 0.9% 1.4% 1.3% 1.9%
Management fees-related party.................... 0.1% 0.2% 0.1% 0.2%
----- ----- ----- -----
Operating income................................. 18.3% 17.5% 18.2% 16.8%
Interest expense, net............................ 8.3% 8.9% 8.5% 9.7%
----- ----- ----- -----
Income before income taxes.................... 10.0% 8.6% 9.8% 7.1%
Provision for income taxes..................... 3.9% 3.3% 3.8% 2.7%
----- ----- ----- -----
Net income.................................... 6.1% 5.3% 6.0% 4.4%
===== ===== ===== =====
12
As used in this section the terms listed below have the following
meanings:
Net Sales. Our net sales represents gross sales of products shipped to
customers plus amounts charged customers for shipping and handling, less cash
discount, coupon redemption, slotting fees and trade promotional spending.
Gross Profit. Our gross profit is equal to our net sales less cost of
goods sold. The primary components of our cost of goods sold are cost of
internally manufactured products, purchases of finished goods from co-packers
plus freight costs to our distribution centers and to our customers.
Sales, Marketing and Distribution Expenses. Our sales, marketing and
distribution expenses include costs for marketing personnel, consumer programs,
internal sales forces, brokerage costs and warehouse facilities.
General and Administrative Expenses. Our general and administrative
expenses include administrative employee compensation and benefit costs, as well
as information technology infrastructure and communication costs, office rent
and supplies, professional services, management fees and other general corporate
expenses.
Non-GAAP Financial Measures
Certain disclosures in this report include "non-GAAP (Generally
Accepted Accounting Principles) financial measures." A non-GAAP financial
measure is defined as a numerical measure of our financial performance that
excludes or includes amounts so as to be different than the most directly
comparable measure calculated and presented in accordance with GAAP in our
consolidated balance sheets and related consolidated statements of operations
and cash flows. We present EBITDA (earnings before interest, taxes, depreciation
and amortization) because we believe it is a useful indicator of our historical
debt capacity and ability to service debt.
A reconciliation of EBITDA with the most directly comparable GAAP
measure is included below for the thirteen and twenty-six weeks ended July 3,
2004 and June 28, 2003 along with the components of EBITDA.
EBITDA margin is calculated as a percentage of net sales.
Use of Non-GAAP Financial Measures (dollars in thousands).
Thirteen Weeks Ended Twenty-six Weeks Ended
-------------------- ----------------------
July 3, 2004 June 28, 2003 July 3, 2004 June 28, 2003
------------ ------------- ------------ -------------
Net income........................................... $5,751 $4,030 $11,065 $6,271(1)
Depreciation......................................... 1,632 1,380 3,237 2,741
Income tax expense................................... 3,614 2,523 6,956 3,925
Interest expense, net................................ 7,794 6,774 15,606 13,997
----------------------------------------------------------
EBITDA (2)........................................... 18,791 14,707 36,864 26,934
Income tax expense................................... (3,614) (2,523) (6,956) (3,925)
Interest expense, net................................ (7,794) (6,774) (15,606) (13,997)
Deferred income taxes................................ 1,663 1,437 3,138 2,254
Amortization of deferred financing and bond discount. 642 744 1,284 1,487
Changes in assets and liabilities, net of effects of
business combination............................. 3,067 2,030 (8,792) (1,400)
----------------------------------------------------------
Net cash provided by operating activities............ $12,755 $9,621 $9,932 $11,353
==========================================================
13
(1) Net income includes an unusual bad debt expense incurred in the twenty-six
week period ended June 28, 2003 of $0.6 million ($0.4 million, net of tax)
relating to Fleming Companies, Inc., which filed for Chapter 11 Bankruptcy
on April 1, 2003.
(2) We define EBITDA as earnings before interest, income taxes, depreciation and
amortization. We believe that the most directly comparable GAAP financial
measure to EBITDA is net cash provided by operating activities. The table
above presents a reconciliation of EBITDA to net cash provided by operating
activities. We present EBITDA because we believe it is a useful indicator of
our historical debt capacity and ability to service our debt. EBITDA is not
a substitute for operating income, net income or net cash provided by
operating activities, as determined in accordance with generally accepted
accounting principles. EBITDA is not a complete net cash flow measure
because EBITDA is a measure of liquidity that does not include reductions
for cash payments for an entity's obligation to service its debt, fund its
working capital, acquisitions and capital expenditures and pay its income
taxes. Rather, EBITDA is one potential indicator of an entity's ability to
fund these cash requirements. EBITDA also is not a complete measure of an
entity's profitability because it does not include costs and expenses for
depreciation and amortization, interest and related expenses and income
taxes. EBITDA, as we define it, may differ from similarly named measures
used by other entities.
Thirteen week period ended July 3, 2004 compared to thirteen week period ended
June 28, 2003.
Net Sales. Net sales increased $17.4 million or 22.7% to $93.7 million
for the thirteen week period ended July 3, 2004 from $76.4 million for the
thirteen week period ended June 28, 2003. The Ortega acquisition, which occurred
August 21, 2003, accounted for $17.3 million of the sales increase. Sales of our
lines of Maple Grove Farms Of Vermont, Emeril and Joan of Arc products increased
$0.7 million, $0.4 million and $0.3 million or 6.4%, 5.7% and 29.5%,
respectively, reflecting higher unit volume. These increases were offset by a
reduction of sales in B&M Baked Beans, Sason and Underwood products in the
amounts of $1.0 million, $0.4 million and $0.3 million or 10.1%, 36.7% and 5.7%,
respectively. All other brands increased, in the aggregate by, $0.4 million or
0.8%.
Gross Profit. Gross profit increased $6.0 million or 25.4% to $29.5
million for the thirteen week period ended July 3, 2004 from $23.5 million for
the thirteen week period ended June 28, 2003. Gross profit expressed as a
percentage of net sales increased to 31.4% in the thirteen week period ended
July 3, 2004 from 30.8% in the thirteen week period ended June 28, 2003. The
increase in gross profit percentage was primarily the result of the favorable
business impact of the Ortega acquisition, partially offset by higher costs of
maple syrup and pickle and pepper products, an increase in packaging costs and
an increase in trade spending.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses increased $2.4 million or 26.8% to $11.4 million for the
thirteen week period ended July 3, 2004 from $9.0 million for the thirteen week
period ended June 28, 2003. These expenses as a percentage of net sales
increased to 12.1% for the thirteen week period ended July 3, 2004 from 11.7%
for the thirteen week period ended June 28, 2003. The Ortega acquisition
accounted for $2.9 million of the increase in sales and marketing expenses for
the thirteen week period ended July 3, 2004. All other expenses decreased $0.5
million.
General and Administrative Expenses. General and administrative
expenses and management fees decreased $0.3 million or 22.4% to $0.9 million for
the thirteen week period ended July 3, 2004 from $1.2 million in the thirteen
week period ended June 28, 2003.
Operating Income. As a result of the foregoing, operating income
increased $3.8 million or 28.8% to $17.2 million for the thirteen week period
ended July 3, 2004 from $13.3 million for the thirteen week period ended June
28, 2003. Operating income expressed as a percentage of net sales increased to
18.3% in the thirteen week period ended July 3, 2004 from 17.5% in the thirteen
week period ended June 28, 2003.
14
Interest Expense. Interest expense, net increased $1.0 million to $7.8
million for the thirteen week period ended July 3, 2004 from $6.8 million in the
thirteen week period ended June 28, 2003. In addition, average debt outstanding
increased approximately $100.0 million in the thirteen week period ended July 3,
2004 verses the thirteen week period ended June 28, 2003. See "Debt" below.
Income Tax Expense. Income tax expense increased $1.1 million or 43.2%
to $3.6 million for the thirteen week period ended July 3, 2004 from $2.5
million in the thirteen week period ended June 28, 2003. Our effective tax rate
was 38.6% for the thirteen week period ended July 3, 2004 and 38.5% for the
thirteen week period ended June 28, 2003.
Twenty-six week period ended July 3, 2004 compared to twenty-six week period
ended June 28, 2003.
Net Sales. Net sales increased $40.6 million or 28.2% to $184.4 million
for the twenty-six week period ended July 3, 2004 from $143.8 million for the
twenty-six week period ended June 28, 2003. The Ortega acquisition, which
occurred August 21, 2003, accounted for $39.7 million of the sales increase.
Sales of the our line of Maple Grove Farms Of Vermont, Emeril, Las Palmas and
Regina products increased $2.0 million, $1.2 million, $0.5 million and $0.3
million or 9.2%, 9.5%, 5.0% and 5.8%, respectively, reflecting higher unit
volume. These increases were offset by a reduction of sales in B&M Baked Beans,
Polaner and Bloch & Guggenheimer products in the amounts of $2.1 million, $0.7
million and $0.7 million or 13.2%, 4.1% and 2.8%, respectively. All other brands
increased, in the aggregate by, $0.4 million or 1.3%.
Gross Profit. Gross profit increased $14.9 million or 34.2% to $58.5
million for the twenty-six week period ended July 3, 2004 from $43.6 million for
the twenty-six week period ended June 28, 2003. Gross profit expressed as a
percentage of net sales increased to 31.7% in the twenty-six week period ended
July 3, 2004 from 30.3% in the twenty-six week period ended June 28, 2003. The
increase in gross profit percentage was primarily the result of the favorable
business impact of the Ortega acquisition, partially offset by higher costs of
maple syrup and pickle and pepper products, an increase in packaging costs and
an increase in trade spending.
Sales, Marketing and Distribution Expenses. Sales, marketing and
distribution expenses increased $5.8 million or 35.5% to $22.2 million for the
twenty-six week period ended July 3, 2004 from $16.4 million for the twenty-six
week period ended June 28, 2003. These expenses as a percentage of net sales
increased to 12.0% for the twenty-six week period ended July 3, 2004 from 11.4%
for the twenty-six week period ended June 28, 2003. The Ortega acquisition
accounted for $5.3 million of the increase in sales and marketing expenses for
the twenty-six week period ended July 3, 2004. All other expenses increased $0.5
million.
General and Administrative Expenses. General and administrative
expenses and management fees decreased $0.4 million or 12.4% to $2.6 million for
the twenty-six week period ended July 3, 2004 from $3.0 million in the
twenty-six week period ended June 28, 2003. Included in the twenty-six week
period ended June 28, 2003 is a bad debt write-off of $0.6 million relating to
Fleming Companies, Inc., which filed Chapter 11 bankruptcy on April 1, 2003.
Operating Income. As a result of the foregoing, operating income
increased $9.4 million or 39.0% to $33.6 million for the twenty-six week period
ended July 3, 2004 from $24.2 million for the twenty-six week period ended June
28, 2003. Operating income expressed as a percentage of net sales increased to
18.2% in the twenty-six week period ended July 3, 2004 from 16.8% in the
twenty-six week period ended June 28, 2003.
Interest Expense. Interest expense, net increased $1.6 million to $15.6
million for the twenty-six week period ended July 3, 2004 from $14.0 million in
the twenty-six week period ended June 28, 2003. In addition, average debt
outstanding increased approximately $100.0 million in the twenty-six week period
ended July 3, 2004 verses the twenty-six week period ended June 28, 2003. See
"Debt" below.
15
Income Tax Expense. Income tax expense increased $3.0 million or 77.2%
to $7.0 million for the twenty-six week period ended July 3, 2004 from $3.9
million in the twenty-six week period ended June 28, 2003. Our effective tax
rate was 38.6% for the twenty-six week period ended July 3, 2004 and 38.5% for
the twenty-six week period ended June 28, 2003.
Liquidity and Capital Resources
Our primary liquidity requirements include debt service, capital
expenditures, working capital needs and financing for acquisitions. See also,
"Commitments and Contractual Obligations" below. We will fund our liquidity
needs primarily through cash generated from operations and to the extent
necessary, through borrowings under our revolving credit facility.
Cash Flows. Cash provided by operating activities decreased $1.4
million to $9.9 million for the twenty-six week period ended July 3, 2004 from
$11.4 million in the twenty-six week period ended June 28, 2003. The decrease
was due to an increase in trade accounts receivable and inventory primarily
relating to the Ortega acquisition and a decrease in accrued expenses partially
offset by an increase in trade accounts payable and net income as compared to
the twenty-six week period ended June 28, 2003. Working capital at July 3, 2004
was $82.0 million, an increase of $14.7 million over working capital at January
3, 2004 of $67.3 million. This change in working capital is due to an increase
in accounts receivable and inventories and a decrease in accrued expenses
relating to accrued interest and accrued incentive compensation.
Net cash used in investing activities for the twenty-six week period
ended July 3, 2004 was $3.4 million as compared to net cash used in investing
activities of $3.1 million for the twenty-six week period ended June 28, 2003.
Capital expenditures during the twenty-six week period ended July 3, 2004 of
$3.4 million included purchases of manufacturing and computer equipment and were
$0.3 million above the $3.1 million in similar capital expenditures for the
twenty-six week period ended June 28, 2003.
Net cash used in financing activities for the twenty-six week period
ended July 3, 2004 was $0.8 million as compared to $10.2 million for the
twenty-six week period ended June 28, 2003. The net cash used by financing
activities for the twenty-six week period ended July 3, 2004 included the
Company's required $0.8 million year-to-date payment under our term loan. The
net cash used by financing activities for the twenty-six week period ended June
28, 2003 included the Company's required $0.2 million year-to-date payment, and
an additional prepayment of $10.0 million, under our then-existing term loan B.
We believe, based on a number of factors, including our trademark and
goodwill amortization for tax purposes from our prior acquisitions, that we will
realize a benefit to our cash taxes payable from such amortization for the
taxable years 2004 through 2018.
16
Acquisitions. Our liquidity and capital resources have been
significantly impacted by acquisitions and may be impacted in the foreseeable
future by additional acquisitions. We have historically financed acquisitions
with borrowings and cash flows from operations. Our interest expense has
increased significantly as a result of additional indebtedness we have incurred
as a result of our acquisition of Ortega, and will increase with any additional
indebtedness we may incur to finance potential future acquisitions, if any. To
the extent future acquisitions, if any, are financed by additional indebtedness,
the resulting increase in debt and interest expense could have a negative impact
on liquidity.
On August 21, 2003, we consummated the Ortega acquisition for
approximately $118.2 million in cash, including transaction costs, from Nestle
Prepared Foods Company. In connection with this transaction, we entered into a
$200.0 million senior secured credit facility comprised of a $50.0 million
five-year revolving credit facility and a $150.0 million six-year term loan
facility. The proceeds of such senior secured credit facility were used to fund
the Ortega acquisition and refinance our then-existing credit facility.
In connection with the Ortega acquisition, we paid transaction fees to
Bruckmann, Rosser, Sherrill and Co., Inc., a related party, aggregating $1.0
million for financial advisory services. We recorded such transaction fees as
part of the transaction costs included in the Ortega purchase price.
The Ortega acquisition was accounted for using the purchase method of
accounting and, accordingly, the assets acquired, liabilities assumed, and
results of operations are included in the consolidated financial statements from
the date of the Ortega acquisition. The excess of the Ortega purchase price over
the fair value of identifiable net assets acquired represents goodwill.
Trademarks are deemed to have an indefinite useful life and are not amortized.
The following table sets forth the allocation of the Ortega purchase
price. The cost of the Ortega acquisition has been allocated to tangible and
intangible assets as follows:
(Dollars in thousands)
Property, plant and equipment $ 5,964
Goodwill 76,310
Indefinite-life intangible assets - trademarks 30,700
Other assets, principally net current assets 6,960
Other liabilities, principally net current liabilities (2,039)
Deferred income tax asset 284
---------
Total $ 118,179
=========
Environmental Clean-Up Costs. We have not made any material
expenditures during the twenty-six week period ended July 3, 2004 in order to
comply with environmental laws or regulations. Based on our experience to date,
we believe 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 our consolidated financial condition, results of
operations or liquidity. However, we 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 we 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, we were
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 our company, at the Combe Fill South Landfill, a Superfund site.
In February 2003, we paid $0.1 million in settlement of all asserted claims
arising from this matter, and in March 2003 a bar order was entered by the
United States District Court for the District of New Jersey protecting us,
subject to a limited re-opener clause,
17
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. As of July 3, 2004, we have 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 issued by us in August 1997 and $100 million principal amount was issued by
us in March 2002. The proceeds from the issuance of the senior subordinated
notes issued in March 2002 were used to pay off, in its entirety, the then
outstanding balance under our then-existing term loan A, and to reduce the
amount outstanding under our then-existing term loan B, and pay related deferred
debt issuance costs.
The indentures for the senior subordinated notes contain certain
covenants that, among other things, limit our ability 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 senior subordinated notes are redeemable at our option, in whole or
in part, at any time at 103.208% of their principal amount plus accrued and
unpaid interest and liquidated damages (as defined in the indentures), if any,
beginning August 1, 2003, 101.604% beginning August 1, 2004 and 100% beginning
August 1, 2005. Upon the occurrence of a change in control (as defined in the
indentures), we will be required to make an offer to repurchase the senior
subordinated notes at a price equal to 101% of the principal amount of the
senior subordinated notes, together with accrued and unpaid interest and
liquidated damages, if any, to the date of repurchase. The senior subordinated
notes are not subject to any sinking fund requirements.
On August 21, 2003, we entered into a newly amended and restated $200
million senior secured credit facility, which was further amended and restated
as of September 9, 2003, comprised of a $50 million five-year revolving credit
facility and a $150 million six-year term loan facility. The proceeds of the
term loan and of certain drawings under the revolving credit facility were used
to fund the Ortega acquisition and to pay related transaction fees and expenses
and to fully pay off our remaining obligations under term loan B of our
then-existing term loan agreement dated as of March 15, 1999. In connection
therewith, we capitalized approximately $5.3 million of new deferred debt
issuance costs related to the senior secured credit facility and, in accordance
with the applicable guidance of the FASB's Emerging Issues Task Force, wrote off
$1.8 million of deferred financing costs related to our then-existing term loan
B. With respect to the senior secured credit facility, interest is determined
based on several alternative rates, including the base lending rate per annum
plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3,
2004). The senior secured credit facility is secured by substantially all of our
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, our 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 total interest coverage
ratio and a maximum leverage ratio. Proceeds of the senior secured credit
facility are restricted to funding our working capital requirements, capital
expenditures and acquisitions of companies in our line of business, subject to
certain additional criteria. The senior secured credit facility limits
expenditures on acquisitions to $50 million per acquisition unless we can
satisfy certain leverage ratio requirements. The outstanding balances for the
revolving credit facility and the term loan at July 3, 2004 were $0.0 million
and $148.9 million, respectively. The available borrowing capacity under the
revolving credit facility, net of outstanding letters of credit of $0.6 million,
was approximately $49.4 million at July 3, 2004.
On February 11, 2004, our sole stockholder, B&G Foods Holdings Corp.
("B&G Holdings"), filed a Registration Statement on Form S-1, which was most
recently amended by the filing of Amendment No. 5 on July 12, 2005, for the
registration of the contemplated issuance of (A) B&G Holdings' enhanced income
18
securities, or "EISs" (with each EIS representing one share of Class A common
stock and $6.90 aggregate principal amount of new senior subordinated notes of
B&G Holdings), and additional senior subordinated notes of B&G Holdings separate
from the EISs and (B) B&G Holdings' senior notes, each as further described in
the registration statement. Each of the offerings is contingent on the
completion of the other offerings. We and each of our subsidiaries are listed in
the registration statement as additional registrants. In the event that the
offerings contemplated by the registration statement are consummated,
simultaneously with the completion of the offerings, we will be merged with and
into B&G Holdings and the surviving entity will be renamed B&G Foods, Inc. The
merged entity intends to use the net proceeds from the offerings and cash on
hand to repay all outstanding borrowings under, and terminate, our existing
senior secured credit facility, retire all of our existing senior subordinated
notes, repurchase all of B&G Holdings' outstanding capital stock. In connection
with the contemplated offerings, the merged entity also expects to obtain a new
senior secured revolving credit facility. There can be no assurance that the
offerings will be completed on the terms described in the registration statement
or at all. As of July 3, 2004, we have paid $1,721 of transactions fees and
expenses incurred by B&G Holdings in connection with the contemplated offerings.
Such amount is reflected as due from related party in our unaudited consolidated
balance sheet as of July 3, 2004.
On May 4, 2004, Standard & Poor's Ratings Services and Moody's
Investors Service issued press releases announcing changes to our corporate
credit ratings. Standard & Poor's lowered our corporate credit and senior
secured debt ratings to 'B' from 'B+' and lowered our senior subordinated debt
ratings to 'CCC+' from 'B-'. Moody's lowered our senior implied rating to `B2'
from `B1' and our unsecured issuer rating to 'B3' from 'B2'. These ratings
reflect, among other things, the impact of the offering of the contemplated EISs
and other offerings described above. The assignments of ratings by both Standard
& Poor's Ratings Services and Moody's Investors Service are subject to review of
final documentation. We expect ratings for our existing senior secured credit
facility and existing senior subordinated notes will be withdrawn by both
Standard & Poor's and Moody's upon closing of the offerings.
Future Capital Needs
We are highly leveraged. On July 3, 2004, our total long-term debt
(including current installments) and stockholder's equity was $368.2 million and
$104.3 million, respectively.
Our ability to generate sufficient cash to fund our operations depends
generally on the results of operations and the availability of financing. Our
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 $49.4 million at July 3, 2004,
will be sufficient for the foreseeable future to fund operations, meet debt
service requirements, fund capital expenditures and make future acquisitions, if
any. We expect to make capital expenditures of between $6.5 million and $8.0
million for each of fiscal 2004 and 2005.
Seasonality
Sales of a number of our products tend to be seasonal. In the
aggregate, however, our sales are not heavily weighted to any particular quarter
due to the diversity of our product and brand portfolio. Sales during the first
quarter of the fiscal year are generally below that of the following three
quarters.
We purchase most of the produce used to make our shelf-stable pickles,
relishes, peppers and other related specialty items during the months of July
through October, and we purchase all of our maple syrup requirements during the
months of April through July. Consequently, our liquidity needs are greatest
during these periods.
Recent Accounting Pronouncements
In 2003, the FASB revised Statement No. 132 "Employers' Disclosures
about Pensions and Other
19
Postretirement Benefits." The FASB's revision of Statement No. 132 requires new
annual disclosures about the types of plan assets, investment strategy,
measurement date, plan obligations and cash flows as well as the components of
the net periodic benefit cost recognized in interim periods. In addition, SEC
registrants are now required to disclose its estimates of contributions to the
plan during the next fiscal year and the components of the fair value of total
plan assets by type (i.e. equity securities, debt securities, real estate and
other assets). We adopted the provisions of Statement No. 132 (revised), except
for the disclosure of expected future benefit payments, which must be disclosed
for fiscal years ending after June 15, 2004.
Related-Party Transactions
We and B&G Holdings are party to a management services agreement with
Bruckmann, Rosser, Sherrill & Co., Inc., the manager of Bruckmann, Rosser,
Sherrill & Co., L.P., pursuant to which we pay Bruckmann, Rosser, Sherrill &
Co., Inc. $500,000 per annum for management, business and organizational
strategy and merchant and investment banking services rendered to us and B&G
Holdings, which services include, but are not limited to, advice on corporate
and financial planning, oversight of operations, including the manufacturing,
marketing and sales of our products, development of business plans, the
structure of our debt and equity capitalization and the identification and
development of business opportunities. Bruckmann, Rosser, Sherrill & Co., L.P.
and its affiliates, together with members of the our management and board of
directors, own B&G Holdings, our sole stockholder. Any future increase in
payments under the management agreement with Bruckmann, Rosser, Sherrill & Co.,
L.P. are restricted by the terms of the indentures governing our senior
subordinated. We and Bruckmann, Rosser, Sherrill & Co., Inc. also are party to a
transaction services agreement pursuant to which Bruckmann, Rosser, Sherrill &
Co., Inc. will be paid a transaction fee for management, financial and other
corporate advisory services rendered by Bruckmann, Rosser, Sherrill & Co., Inc.
in connection with acquisitions, divestitures and financings by us, which fee
will not exceed 1.0% of the total transaction value. In connection with the
Ortega acquisition in fiscal 2003, we paid transaction fees to Bruckmann,
Rosser, Sherrill & Co., Inc. aggregating $1.0 million for financial advisory
services.
We are a party to a lease for our Roseland facility with 426 Eagle Rock
Avenue Associates, a real estate partnership of which Leonard S. Polaner, our
Chairman, is the general partner. We paid $59,600 per month in rent to 426 Eagle
Rock Avenue Associates pursuant to the Roseland lease. Beginning April 1, 2004,
our monthly rent increased to $68,500. The lease expires in April 2009. In the
opinion of management, the terms of the Roseland lease are at least as favorable
to us as the terms that could have been obtained from an unaffiliated third
party.
In order to attract, retain and motivate selected employees and
officers of our company, B&G Holdings adopted the B&G Foods Holdings Corp. 1997
Incentive Stock Option Plan for our and our subsidiaries' key employees. The
option plan authorizes for grant to key employees and officers options for up to
6,700 shares of common stock of B&G Holdings. The option plan authorizes B&G
Holdings to grant either (i) options intended to constitute incentive stock
options under the Internal Revenue Code of 1986 or (ii) non-qualified stock
options. The option plan provides that it may be administered by B&G Holdings'
board of directors. Options granted under the option plan will be exercisable in
accordance with the terms established by B&G Holdings' board of directors. Upon
the occurrence of a change in control as defined in the option plan any unvested
outstanding options become immediately vested and exercisable in full. Under the
option plan, B&G Holdings' board of directors determines the exercise price of
each option granted, which in the case of incentive stock options, cannot be
less than fair value. All option grants have been made with an exercise price
equal to the fair value of B&G Holdings common stock as determined by a third
party valuation. Options will expire on the date determined by B&G Holdings'
board of directors, which may not be later than the tenth anniversary of the
date of grant. The options vest ratably over five years. No options were granted
during fiscal 2003 or during the 2004 twenty-six week year-to-date period. As of
July 3, 2004, options to purchase 6,625 shares of common stock of B&G Holdings,
all of which were incentive stock options, had been granted since the inception
of the option plan.
20
Off-balance Sheet Arrangements
As of July 3, 2004, we did not have any off-balance sheet arrangements
as defined in Item 303(a)(4)(ii) of Regulation S-K.
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 July 3, 2004:
Actual Payments Due by Period
(Dollars in thousands)
Contractual Obligations: Total Year 1 Year 2 Year 3 Year 4 Year 5 and
- ------------------------ ----- ------ ------ ------ ------ ----------
Thereafter
----------
Long-term debt $368,162 $ 1,500 $1,500 $1,500 $220,787 $142,875
Operating leases 10,456 3,449 2,797 1,439 1,436 1,335
Management fees-related party 1,250 500 500 250 0 0
Purchase commitments 10,566 10,566 0 0 0 0
-------- ------- ------- ------- -------- ----------
Total contractual cash
obligations $390,434 $16,015 $4,797 $3,189 $222,223 $144,210
======== ======= ======= ======= ======== ==========
Forward-Looking Statements
This report includes forward-looking statements, including without
limitation the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The words "believes,"
"anticipates," "plans," "expects," "intends," "estimates," "projects" and
similar expressions are intended to identify forward-looking statements. These
forward looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance and achievements,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by any forward-looking
statements. We believe important factors that could cause actual results to
differ materially from our expectations include the following:
o our substantial leverage;
o intense competition, changes in consumer preferences, demand for our
products, the effects of changing prices for our raw materials and
local economic and market conditions;
o our continued ability to promote brand equity successfully, to
anticipate and respond to new consumer trends, to develop new products
and markets, to broaden brand portfolios in order to compete
effectively with lower priced products and markets in a consolidating
environment at the retail and manufacturing levels, to improve
productivity and to maintain access to credit markets;
o the risks associated with the expansion of our business;
o our possible inability to integrate any businesses we acquire;
21
o our borrowing costs and credit ratings, which may be influenced by the
credit ratings of our competitors;
o factors that affect the food industry generally, including:
o recalls if products become adulterated or misbranded, liability if
product consumption causes injury, ingredient disclosure and
labeling laws and regulations and the possibility that consumers
could lose confidence in the safety and quality of certain food
products, as well as recent publicity concerning the health
implications of obesity and trans fatty acids; and
o the effects of currency movements in Canada and fluctuations in
the level of our customers' inventories and credit and other
business risks related to our customers operating in a challenging
economic and competitive environment; and
o other factors discussed elsewhere in this report.
Developments in any of these areas, could cause our results to differ
materially from results that have been or may be projected by or on our behalf.
All forward-looking statements included in this report are based on
information available to us on the date of this report. We undertake no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise. All subsequent
written and oral forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by the cautionary
statements contained in this report.
We caution that the foregoing list of important factors is not
exclusive. We urge you not to unduly rely on forward-looking statements
contained in this report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of operations, we are 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 July 3,
2004, our only variable rate borrowings were under the term loan 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 our borrowings at July 3, 2004, would
result in an annual increase in interest expense and a corresponding reduction
in cash flow of approximately $0.9 million.
We also have 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 issued by us
in August 1997 and $100 million principal amount was issued by us in March 2002.
The fair value of the $220 million senior subordinated notes at July 3, 2004,
based on quoted market prices, was $226.6 million.
On May 4, 2004, Standard & Poor's Ratings Services and Moody's
Investors Service issued press releases announcing changes to our corporate
credit ratings. See "Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations-- Liquidity and Capital Resources--Debt."
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. As required by Rule
13a-15(b) under the Securities Exchange Act of 1934, as amended, our management,
including our chief executive officer and our chief financial officer, conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report. As
defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, disclosure
controls and procedures are controls and
22
other procedures that we use that are designed to ensure that information
required to be disclosed by us in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is accumulated and communicated to our management,
including our chief executive officer and our chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
Based on that evaluation, our chief executive officer and our chief
financial officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report. It should be noted
that any system of controls, however well designed and operated, is based in
part upon certain assumptions and can provide only reasonable, and not absolute,
assurance that the objectives of the system are met.
Changes in Internal Control Over Financial Reporting. As required by
Rule 13a-15(d) under the Exchange Act, our management, including our chief
executive officer and our chief financial officer, also conducted an evaluation
of our internal control over financial reporting to determine whether any change
occurred during the quarter covered by this report that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting. Based on that evaluation, our chief executive officer and
our chief financial officer concluded that there has been no change during the
quarter covered by this report that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we are involved in various legal
proceedings. We do not believe the outcome of these proceedings will have a
material adverse effect on our consolidated financial condition, results of
operations or liquidity.
In January 2002, we were 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 our company, at the
Combe Fill South Landfill, a Superfund site. In February 2003, we paid $0.1
million in settlement of all asserted claims arising from this matter, and in
March 2003 a bar order was entered by the United States District Court for the
District of New Jersey protecting us, 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.
23
Item 5. Other Information
Not applicable.
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)
2.4 Asset Purchase Agreement dated as of July 29, 2003 by
and among Nestle Prepared Foods Company (formerly known
as Nestle USA - Prepared Foods Division, Inc.), Ortega
Holdings Inc. (formerly known as O Brand Acquisition
Corp.) and B&G Foods, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 2.1 to the Company's
Report on Form 8-K filed August 22, 2003 and
incorporated herein by reference)
2.5 Intellectual Property Purchase Agreement dated as of
August 21, 2003 between Societe des Produits Nestle
S.A., Nestec Ltd., and O Brand Acquisition Corp. (Filed
with the Securities and Exchange Commission as Exhibit
2.5 to Registration Statement No. 333-112680 on February
11, 2004 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 Grove 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)
24
3.6 Bylaws of Maple Grove 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 Ortega Holdings Inc.
(formerly known as O Brand Acquisition Corp.). (Filed
with the Securities and Exchange Commission as Exhibit
3.1 to Current Report on Form 8-K on November 13, 2003
and incorporated herein by reference)
3.12 Bylaws of Ortega Holdings Inc. (formerly known as O
Brand Acquisition Corp.). (Filed with the Securities and
Exchange Commission as Exhibit 3.2 to Current Report on
Form 8-K on November 13, 2003 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 among B&G Foods,
Inc., BGH Holdings, Inc., RWBW Acquisition Corp., BRH
Holdings, Inc., Bloch & Guggenheimer, Inc., Roseland
Distribution Company, Burns & Ricker, Inc., Roseland
Manufacturing, Inc.,
25
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) among 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 Grove 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 among 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 Grove 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 Third Supplemental Indenture dated as of October 30,
2003 (to the Indenture dated as of August 11, 1997)
among B&G Foods, Inc., BGH Holdings, Inc., Bloch &
Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland
Distribution Company), Trappey's Fine Foods, Inc., Maple
Grove Farms of Vermont, Inc., William Underwood Company,
Heritage Acquisition Corp., Les Produits Alimentaires
Jacques Et Fils, Inc., Ortega Holdings Inc. and the Bank
of New York. (Filed with the Securities and Exchange
Commission as Exhibit 4.4 to Registration Statement No.
333-112680 on February 11, 2004 and incorporated herein
by reference)
4.5 Indenture dated as of March 7, 2002 among B&G Foods,
Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
Guggenheimer, Inc., Polaner, Inc., Maple Grove 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)
4.6 First Supplemental Indenture dated as of October 30,
2003 (to the Indenture dated as of March 7, 2002) among
B&G Foods, Inc, BGH Holdings, Inc., Bloch &
Guggenheimer, Inc., Polaner, Inc., Maple Grove Farms of
Vermont, Inc., Les Produits Alimentaires Jacques Et
Fils, Inc., Heritage Acquisition Corp., Trappey's Fine
Foods, Inc., William Underwood Company, Ortega Holdings
Inc. and The Bank of New York, as trustee. (Filed with
the Securities and Exchange Commission as Exhibit 4.6 to
Registration Statement No. 333-112680 on February 11,
2004 and incorporated herein by reference)
4.7 Form of the Company's 9 5/8% Senior Notes due 2007.
(Included in Exhibits 4.1 and 4.5)
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)
26
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 Amended and Restated Revolving Credit Agreement, dated
as of August 21, 2003, among B&G Foods Holdings Corp.,
B&G Foods, Inc., as borrower, the several banks and
other financial institutions or entities from time to
time parties thereto, Lehman Brothers Inc., as Arranger,
Lehman Commercial Paper Inc., as Administrative Agent,
and the Other Agents named therein. (Included in Exhibit
10.5, as further amended and restated as of September 9,
2003)
10.5 First Amendment, dated as of September 9, 2003, to the
Amended and Restated Revolving Credit Agreement, dated
as of August 21, 2003, 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
arranger, Lehman Commercial Paper Inc., as
administrative agent, and The Bank of New York, as the
Existing Issuing Lender. (Filed with the Securities and
Exchange Commission as Exhibit 10.1 to Current Report on
Form 8-K on November 13, 2003 and incorporated herein by
reference)
10.6 Amended and Restated Term Loan Agreement, dated as of
August 21, 2003, among B&G Foods Holdings Corp., B&G
Foods, Inc., as borrower, the several banks and other
financial institutions or entities from time to time
parties thereto, Lehman Brothers Inc., as Arranger,
Lehman Commercial Paper Inc., as Administrative Agent,
and the Other Agents named therein. (Included in Exhibit
10.7, as further amended and restated as of September 9,
2003)
10.7 First Amendment, dated as of September 9, 2003, to the
Amended and Restated Term Loan Agreement, dated as of
August 21, 2003, among B&G Foods Holdings Corp., B&G
Foods, Inc., the several banks and other financial
institutions or entities from time to time parties
thereto, Lehman Brothers Inc., as arranger, and Lehman
Commercial Paper Inc., as administrative agent. (Filed
with the Securities and Exchange Commission as Exhibit
10.2 to Current Report on Form 8-K on November 13, 2003
and incorporated herein by reference)
10.8 Amended and Restated Guarantee and Collateral Agreement,
dated as of August 21, 2003, 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 with the Securities and
Exchange Commission as Exhibit 10.3 to Current Report on
Form 8-K on November 13, 2003 and incorporated herein by
reference)
10.9 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)
10.10 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)
10.11 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
27
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)
10.12 Agreement by and between Emeril's Food of Love
Productions, L.L.C. and B&G Foods, Inc. dated June 9,
2000. (Filed with the Securities and Exchange Commission
as Exhibit 10.13 to Registration Statement No.
333-112680 and incorporated herein by reference)
31.1 Certification pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934 of the
Chief Executive Officer. (Filed herewith)
31.2 Certification pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934 of the
Chief Financial Officer. (Filed herewith)
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, of the Chief Executive Officer. (Filed
herewith)
32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, of the Chief Financial Officer. (Filed
herewith)
(b) Reports on Form 8-K
During the quarter ended April 3, 2004, we did not file any Current
Reports on Form 8-K.
After the quarter ended April 3, 2004 and prior to the filing of this
report, we filed the following Current Report on Form 8-K:
Current Report on Form 8-K (Items 5 and 7), dated and filed April 5,
2004 to restate the Computation of Ratio to Earnings to Fixed Charges
filed as Exhibit 12.1 to the Company's Annual Report on Form 10-K filed
on April 2, 2004 in order to correct a typographical error.
28
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: July 22, 2004 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
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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)
2.4 Asset Purchase Agreement dated as of July 29, 2003 by
and among Nestle Prepared Foods Company (formerly known
as Nestle USA - Prepared Foods Division, Inc.), Ortega
Holdings Inc. (formerly known as O Brand Acquisition
Corp.) and B&G Foods, Inc. (Filed with the Securities
and Exchange Commission as Exhibit 2.1 to the Company's
Report on Form 8-K filed August 22, 2003 and
incorporated herein by reference)
2.5 Intellectual Property Purchase Agreement dated as of
August 21, 2003 between Societe des Produits Nestle
S.A., Nestec Ltd., and O Brand Acquisition Corp. (Filed
with the Securities and Exchange Commission as Exhibit
2.5 to Registration Statement No. 333-112680 on February
11, 2004 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 Grove 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 Grove 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 Ortega Holdings Inc.
(formerly known as O Brand Acquisition Corp.). (Filed
with the Securities and Exchange Commission as Exhibit
3.1 to Current Report on Form 8-K on November 13, 2003
and incorporated herein by reference)
3.12 Bylaws of Ortega Holdings Inc. (formerly known as O
Brand Acquisition Corp.). (Filed with the Securities and
Exchange Commission as Exhibit 3.2 to Current Report on
Form 8-K on November 13, 2003 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 among B&G Foods,
Inc., BGH Holdings, Inc., RWBW Acquisition Corp., BRH
Holdings, Inc., Bloch & Guggenheimer, Inc., Roseland
Distribution Company, Burns & Ricker, Inc., Roseland
Manufacturing, Inc., 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) among 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 Grove 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 among 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 Grove 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 Third Supplemental Indenture dated as of October 30,
2003 (to the Indenture dated as of August 11, 1997)
among B&G Foods, Inc., BGH Holdings, Inc., Bloch &
Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland
Distribution Company), Trappey's Fine Foods, Inc., Maple
Grove Farms of Vermont, Inc., William Underwood Company,
Heritage Acquisition Corp., Les Produits Alimentaires
Jacques Et Fils, Inc., Ortega Holdings Inc. and the Bank
of New York. (Filed with the Securities and Exchange
Commission as Exhibit 4.4 to Registration Statement No.
333-112680 on February 11, 2004 and incorporated herein
by reference)
4.5 Indenture dated as of March 7, 2002 among B&G Foods,
Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
Guggenheimer, Inc., Polaner, Inc., Maple Grove 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)
4.6 First Supplemental Indenture dated as of October 30,
2003 (to the Indenture dated as of March 7, 2002) among
B&G Foods, Inc, BGH Holdings, Inc., Bloch &
Guggenheimer, Inc., Polaner, Inc., Maple Grove Farms of
Vermont, Inc., Les Produits Alimentaires Jacques Et
Fils, Inc., Heritage Acquisition Corp., Trappey's Fine
Foods, Inc., William Underwood Company, Ortega Holdings
Inc. and The Bank of New York, as trustee. (Filed with
the Securities and Exchange Commission as Exhibit 4.6 to
Registration Statement No. 333-112680 on February 11,
2004 and incorporated herein by reference)
4.7 Form of the Company's 9 5/8% Senior Notes due 2007.
(Included in Exhibits 4.1 and 4.5)
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 Amended and Restated Revolving Credit Agreement, dated
as of August 21, 2003, among B&G Foods Holdings Corp.,
B&G Foods, Inc., as borrower, the several banks and
other financial institutions or entities from time to
time parties thereto, Lehman Brothers Inc., as Arranger,
Lehman Commercial Paper Inc., as Administrative Agent,
and the Other Agents named therein. (Included in Exhibit
10.5, as further amended
and restated as of September 9, 2003)
10.5 First Amendment, dated as of September 9, 2003, to the
Amended and Restated Revolving Credit Agreement, dated
as of August 21, 2003, 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
arranger, Lehman Commercial Paper Inc., as
administrative agent, and The Bank of New York, as the
Existing Issuing Lender. (Filed with the Securities and
Exchange Commission as Exhibit 10.1 to Current Report on
Form 8-K on November 13, 2003 and incorporated herein by
reference)
10.6 Amended and Restated Term Loan Agreement, dated as of
August 21, 2003, among B&G Foods Holdings Corp., B&G
Foods, Inc., as borrower, the several banks and other
financial institutions or entities from time to time
parties thereto, Lehman Brothers Inc., as Arranger,
Lehman Commercial Paper Inc., as Administrative Agent,
and the Other Agents named therein. (Included in Exhibit
10.7, as further amended and restated as of September 9,
2003)
10.7 First Amendment, dated as of September 9, 2003, to the
Amended and Restated Term Loan Agreement, dated as of
August 21, 2003, among B&G Foods Holdings Corp., B&G
Foods, Inc., the several banks and other financial
institutions or entities from time to time parties
thereto, Lehman Brothers Inc., as arranger, and Lehman
Commercial Paper Inc., as administrative agent. (Filed
with the Securities and Exchange Commission as Exhibit
10.2 to Current Report on Form 8-K on November 13, 2003
and incorporated herein by reference)
10.8 Amended and Restated Guarantee and Collateral Agreement,
dated as of August 21, 2003, 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 with the Securities and
Exchange Commission as Exhibit 10.3 to Current Report on
Form 8-K on November 13, 2003 and incorporated herein by
reference)
10.9 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)
10.10 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)
10.11 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)
10.12 Agreement by and between Emeril's Food of Love
Productions, L.L.C. and B&G Foods, Inc. dated June 9,
2000. (Filed with the Securities and Exchange Commission
as Exhibit 10.13 to Registration Statement No.
333-112680 and incorporated herein by reference)
31.1 Certification pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934 of the
Chief Executive Officer. (Filed herewith)
31.2 Certification pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934 of the
Chief Financial Officer. (Filed herewith)
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, of the Chief Executive Officer. (Filed
herewith)
32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, of the Chief Financial Officer. (Filed
herewith)