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As filed with the
Securities and Exchange Commission on June 18, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 18, 2024
|
B&G Foods, Inc. |
|
(Exact name of Registrant as specified in its charter) |
Delaware |
|
001-32316 |
|
13-3918742 |
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
Four Gatehall Drive, Parsippany, New Jersey |
|
07054 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (973) 401-6500
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
BGS |
New York Stock Exchange |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure
B&G Foods announced today that we intend to
amend, extend the maturity date and upsize our existing tranche B term facility under our senior secured credit facility. B&G Foods
plans to use the proceeds of the tranche B term loans to refinance the existing tranche B term loans and repay a portion of B&G Foods’
existing revolving loans. B&G Foods also plans to decrease the size of the revolver capacity and extend the maturity date of our existing
revolving credit facility. The consummation of the refinancing is subject to completion of definitive agreements as well as customary
closing conditions, and is subject to market conditions. There can be no assurance that the refinancing will occur, or, if it does, as
to the terms of the refinancing.
On June 20, 2024, B&G Foods will be making
a slide presentation to prospective lenders in connection with the refinancing.
A copy of the press release announcing the proposed
credit agreement refinancing, which is attached to this report as Exhibit 99.1, and a copy of the slide presentation, which is attached
to this report as Exhibit 99.2, are incorporated by reference herein and are furnished pursuant to Item 7.01, “Regulation FD
Disclosure.”
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 hereunto
duly authorized.
|
B&G FOODS, INC. |
|
|
Dated: June 18, 2024 |
By: |
/s/ Scott E. Lerner |
|
|
Scott E. Lerner |
|
|
Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
B&G Foods
Announced Proposed Credit Agreement Refinancing
PARSIPPANY,
N.J., June 18, 2024 — B&G Foods, Inc. (NYSE: BGS) announced today that it intends to amend,
extend the maturity date and upsize its existing tranche B term facility under its senior secured credit facility. B&G Foods plans
to use the proceeds of the tranche B term loans to refinance the existing tranche B term loans and repay a portion of B&G Foods’
existing revolving loans. B&G Foods also plans to decrease the size of the revolver capacity and extend the maturity date of its
existing revolving credit facility. The consummation of the refinancing is subject to completion of definitive agreements as well as
customary closing conditions, and is subject to market conditions. There can be no assurance that the refinancing will occur, or, if
it does, as to the terms of the refinancing.
This press release is for informational
purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of
securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About B&G Foods, Inc.
Based
in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable
and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands
you know and love, including B&G, B&M, Bear Creek, Cream of Wheat, Crisco,
Dash, Green Giant, Las Palmas, Le Sueur, Mama Mary’s, Maple Grove Farms,
New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little
something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.
Forward-Looking Statements
Statements in this press release
that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements
contained in this press release include, without limitation, statements related to the proposed refinancing and B&G Foods’
plans with respect thereto, including B&G Foods’ plans regarding the use of proceeds of the refinancing. Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods
to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements.
In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with
the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,”
“assumes,” “could,” “should,” “estimates,” “potential,” “seek,”
“predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain
and forward-looking. Factors that may affect actual results include, without limitation: the Company’s substantial leverage; the
effects of rising costs for and/or decreases in supply of the Company’s commodities, ingredients, packaging, other raw materials,
distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; the Company’s ability to
successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer
preferences, demand for the Company’s products and local economic and market conditions; the Company’s 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 in markets that are consolidating at the retail and manufacturing
levels and to improve productivity; the ability of the Company and its supply chain partners to continue to operate manufacturing facilities,
distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials
when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, such as the COVID-19
pandemic, may have on the Company’s business, including among other things, the Company’s supply chain, manufacturing operations
or workforce and customer and consumer demand for the Company’s products; the Company’s ability to recruit and retain senior
management and a highly skilled and diverse workforce at the Company’s corporate offices, manufacturing facilities and other locations
despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible
working and other matters; the risks associated with the expansion of the Company’s business; the Company’s possible inability
to identify new acquisitions or to integrate recent or future acquisitions or the Company’s failure to realize anticipated revenue
enhancements, cost savings or other synergies from recent or future acquisitions; the Company’s ability to successfully complete
the integration of recent or future acquisitions into the Company’s enterprise resource planning (ERP) system; tax reform and legislation,
including the effects of the Infrastructure Investment and Jobs Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and future tax
reform or legislation; the Company’s ability to access the credit markets and the Company’s borrowing costs and credit ratings,
which may be influenced by credit markets generally and the credit ratings of the Company’s competitors; unanticipated expenses,
including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and
the Mexican peso as compared to the U.S. dollar; the effects of international trade disputes, tariffs, quotas, and other import or export
restrictions on the Company’s international procurement, sales and operations; future impairments of the Company’s goodwill
and intangible assets; the Company’s ability to protect information systems against, or effectively respond to, a cybersecurity
incident, other disruption or data leak; the Company’s ability to successfully implement the Company’s sustainability initiatives
and achieve the Company’s sustainability goals, and changes to environmental laws and regulations; and other factors that affect
the food industry generally, including: 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; competitors’ pricing practices and promotional spending levels; fluctuations in the level
of the Company’s customers’ inventories and credit and other business risks related to the Company’s customers operating
in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including
the risk that any failure by one or more of the Company’s third-party suppliers or co-packers to comply with food safety or other
laws and regulations may disrupt the Company’s supply of raw materials or certain finished goods products or injure the Company’s
reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described
from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors”
in the Company’s most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned
not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods
undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events
or otherwise.
Contacts: |
Investor Relations: |
Media Relations: |
ICR, Inc. |
ICR, Inc. |
Dara Dierks |
Matt Lindberg |
866.211.8151 |
203.682.8214 |
Exhibit 99.2
| Confidential
Lender Presentation
June 2024 |
| Confidential
Disclaimer
2
Special Notice regarding Material Non-Public Information
THE COMPANY HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS LENDER PRESENTATION IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY, ITS
SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES FOR PURPOSES OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS. THE RECIPIENT OF THIS LENDER PRESENTATION HAS STATED THAT IT DOES NOT WISH TO RECEIVE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES AND ACKNOWLEDGES THAT OTHER LENDERS HAVE RECEIVED A LENDER PRESENTATION THAT CONTAINS ADDITIONAL INFORMATION
WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES THAT MAY BE MATERIAL. NEITHER THE COMPANY NOR THE ARRANGERS TAKES ANY RESPONSIBILITY FOR THE RECIPIENT'S DECISION TO LIMIT THE SCOPE
OF THE INFORMATION IT HAS OBTAINED IN CONNECTION WITH ITS EVALUATION OF THE COMPANY AND THE FACILITIES.
Notice to and Undertaking by Recipients
This Lender Presentation (the "Lender Presentation") has been prepared solely for informational purposes from information supplied by or on behalf of B&G Foods Inc. (the "Company"), and is being furnished by Barclays Bank PLC (the “Lead Arranger”) to you in your capacity
as a prospective lender (the "Recipient") in considering the proposed Credit Facilities described in the Lender Presentation (the "Facilities"). ACCEPTANCE OF THIS LENDER PRESENTATION CONSTITUTES AN AGREEMENT TO BE BOUND BY THE TERMS OF THIS
NOTICE TO AND UNDERTAKING BY RECIPIENTS (THIS “NOTICE AND UNDERTAKING”) AND THE SPECIAL NOTICE SET FORTH ON THE COVER PAGE HEREOF (THE “SPECIAL NOTICE”). IF THE RECIPIENT IS NOT WILLING TO ACCEPT THE LENDER
PRESENTATION AND OTHER EVALUATION MATERIAL (AS DEFINED HEREIN) ON THE TERMS SET FORTH IN THIS NOTICE AND UNDERTAKING AND THE SPECIAL NOTICE, IT MUST RETURN THE LENDER PRESENTATION AND ANY OTHER EVALUATION
MATERIAL TO THE LEAD ARRANGER IMMEDIATELY WITHOUT MAKING ANY COPIES THEREOF, EXTRACTS THEREFROM OR USE THEREOF AND, IF APPLICABLE, IMMEDIATELY TERMINATE ACCESS TO THE RELATED SYNDTRAK SITE.
I. Confidentiality
As used herein: (a) "Evaluation Material" refers to the Lender Presentation and any other information regarding the Company or the Facilities furnished or communicated to the Recipient by or on behalf of the Company in connection with the Facilities (whether prepared or
communicated by the Lead Arranger or the Company, their respective advisors or otherwise) and (b) "Internal Evaluation Material" refers to all memoranda, notes, and other documents and analyses developed by the Recipient using any of the information specified under the
definition of Evaluation Material. The Recipient acknowledges that the Company considers the Evaluation Material to include confidential, sensitive and proprietary information and agrees that it shall keep the Evaluation Material and Internal Evaluation Material confidential;
provided however that (i) it may make any disclosure of such information to which the Company and the Lead Arranger give their prior written consent and (ii) any of such information may be disclosed to it, its affiliates and their respective partners, directors, officers,
employees, agents, advisors and other representatives (collectively, "Representatives") (it being understood that such Representatives shall be informed by it of the confidential nature of such information and shall be directed by the Recipient to treat such information in
accordance with the terms of this Notice and Undertaking and the Special Notice). The Recipient agrees to be responsible for any breach of this Notice and Undertaking or the Special Notice that results from the actions or omissions of its Representatives. The Recipient shall
be permitted to disclose the Evaluation Material and Internal Evaluation Material in the event that it is required by law or regulation or requested by any governmental agency or other regulatory authority (including any self-regulatory organization) or in connection with any legal
proceedings. The Recipient agrees that it will notify the Lead Arranger and the Company as soon as practical in the event of any such disclosure (other than at the request of a regulatory authority), unless such notification shall be prohibited by applicable law or legal process.
The Recipient shall have no obligation hereunder with respect to any Evaluation Material or Internal Evaluation Material to the extent that such information (i) is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in
violation of this agreement, or (ii) was within the Recipient's possession prior to its being furnished pursuant hereto or becomes available to the Recipient on a non-confidential basis from a source other than the Company, the Lead Arranger or their respective agents, provided
that the source of such information was not known by the Recipient to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company, the Lead Arranger or any other party with respect to such information. In the
event that the Recipient decides not to participate in the transactions described herein, upon request of the Lead Arranger, the Recipient shall as soon as practicable return all Evaluation Material (other than Internal Evaluation Material) to the Lead Arranger or represent in
writing to the Lead Arranger that the Recipient has destroyed all copies of the Evaluation Material (other than Internal Evaluation Material) unless prohibited from doing so by the Recipient's internal policies and procedures, and treat any Internal Evaluation Material as
confidential in accordance with its internal policies and procedures.
II. Information
The Recipient acknowledges and agrees that (i) the Lead Arranger received the Evaluation Material from third party sources (including the Company) and it is provided to the Recipient for informational purposes, (ii) the Lead Arranger and their respective affiliates bear no
responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of the Evaluation Material or any information contained therein, (iii) no representation regarding the Evaluation Material is made by the Lead Arranger or any of their respective affiliates, (iv)
neither the Lead Arranger nor any of their respective affiliates have made any independent verification as to the accuracy or completeness of the Evaluation Material, (v) the Lead Arranger and their respective affiliates shall have no obligation to update or supplement any
Evaluation Material or otherwise provide additional information and (vi) none of the Lead Arranger or their respective affiliates shall have any liability with respect to the unauthorized use or misuse of the Lender Presentation or any related marketing material by any Recipient.
The Evaluation Material has been prepared to assist interested parties in making their own evaluation of the Company and the Facilities and does not purport to be all-inclusive or to contain all of the information that a prospective participant may consider material or desirable in
making its decision to become a lender. The Recipient should take such steps as it deems necessary to assure that it has the information it considers material or desirable in making its decision to become a lender and should perform its own independent investigation and
analysis of the Facilities or the transactions contemplated thereby and the creditworthiness of the Company. The Recipient represents that it is sophisticated and experienced in extending credit to entities similar to the Company and that it is engaged in making, acquiring or
holding commercial loans in the ordinary course. The Recipient understands that the Facility sets forth the terms of a commercial lending facility, and not any other type of financial instrument, and agrees not to assert a claim in contravention of the foregoing. The information
and data contained herein are not a substitute for the Recipient's independent evaluation and analysis and should not be considered as a recommendation by the Lead Arranger or any of their respective affiliates that any Recipient enter into the Facilities. The Recipient
acknowledges that each Arranger’s activities in connection with the Facilities are undertaken by such Arranger as a principal on an arms-length basis and no Arranger has any fiduciary, advisory or similar responsibilities in favor of the Recipient in connection with the Facilities
or the process related thereto. The Evaluation Material may include certain forward-looking statements and projections provided by the Company. Any such statements and projections reflect various estimates and assumptions by the Company concerning anticipated results.
No representations or warranties are made by the Company, the Lead Arranger or any of their respective affiliates as to the accuracy of any such statements or projections. Whether or not any such forward-looking statements or projections are in fact achieved will depend
upon future events some of which are not within the control of the Company. Accordingly, actual results may vary from the projected results and such variations may be material. Statements contained herein describing documents and agreements are summaries only and
such summaries are qualified in their entirety by reference to such documents and agreements.
III. General
It is understood that unless and until a definitive agreement regarding the Facilities between the parties thereto has been executed, the Recipient will be under no legal obligation of any kind whatsoever with respect to the Facilities by virtue of this Notice and Undertaking
except for the matters specifically agreed to herein and in the Special Notice. The Recipient agrees that money damages would not be a sufficient remedy for breach of this Notice and Undertaking or of the Special Notice, and that in addition to all other remedies available at
law or in equity, the Company and the Lead Arranger shall be entitled to equitable relief, including injunction and specific performance, without proof of actual damages. This Notice and Undertaking and the Special Notice together embody the entire understanding and
agreement between the Recipient and the Lead Arranger with respect to the Evaluation Material and the Internal Evaluation Material and supersede all prior understandings and agreements relating thereto. The terms and conditions of this Notice and Undertaking and the
Special Notice shall apply until such time, if any, that the Recipient becomes a party to the definitive agreements regarding the Facilities, and thereafter the provisions of such definitive agreements relating to confidentiality shall govern. If you do not enter into the Facilities, the
application of this Notice and Undertaking and the Special Notice shall terminate with respect to all Evaluation Material and Internal Evaluation Material on the date falling two years after the date of the Lender Presentation.
This Notice and Undertaking and the Special Notice shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of law (except Section 5-1401 of the New York General Obligation Law to the extent that it
mandates that the law of the State of New York govern). |
| Confidential
Forward Looking Statements
3
The following presentation and the oral statements made from time to time by executive officers of B&G Foods may contain “forward-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and, as applicable, Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act). The words “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or
“plans” and similar references to future periods 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: our substantial leverage; the effects of rising costs for and/or decreases in the supply of commodities, ingredients,
packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; our ability to successfully implement
sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for our products and local
economic and market conditions; 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 in markets that are consolidating at the retail and
manufacturing levels and to improve productivity; the ability of our company and our supply chain partners to continue to operate manufacturing facilities, distribution
centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the
supply chain or labor shortages; the impact pandemics or disease outbreaks, such as the COVID 19 pandemic, may have on our business, including among other
things, our supply chain, our manufacturing operations, our workforce and customer and consumer demand for our products; our ability to recruit and retain senior
management and a highly skilled and diverse workforce at our corporate offices, manufacturing facilities and other work locations despite a very tight labor market and
changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the
expansion of our business; our possible inability to identify new acquisitions or to integrate recent or future acquisitions, or our failure to realize anticipated revenue
enhancements, cost savings or other synergies from recent or future acquisitions; our ability to successfully complete the integration of recent or future acquisitions into
our enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the Infrastructure Investment and Jobs Act, the Inflation Reduction
Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and any future tax reform or legislation; our ability to access the credit markets and our borrowing costs and
credit ratings, which may be influenced by credit markets generally and the credit ratings of our competitors; unanticipated expenses, including, without limitation,
litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; the effects of
international trade disputes, tariffs, quotas, and other import or export restrictions on our international procurement, sales and operations; future impairments of our
goodwill and intangible assets; our ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; our
ability to successfully implement our sustainability initiatives and achieve our sustainability goals, and changes to environmental laws and regulations; other factors that
affect the food industry generally, including: 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; competitors’ pricing
practices and promotional spending levels; 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 the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or
more of our third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain finished goods
products or injure our reputation; and our ability to complete the transactions described in this presentation.
The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings
with the Securities and Exchange Commission, including under Item 1 A, “Risk Factors” in our Annual Report on Form 10-K for fiscal 2023 filed on February 28, 2024
and in B&G Foods’ subsequent reports on Forms 10-Q and 8-K. You are cautioned not to place undue reliance on any such forward looking statements, which speak
only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. |
| Confidential
Non-GAAP Measures and Unaudited Financial Information
4
This presentation includes “non-GAAP (Generally Accepted Accounting Principles) financial measures.” “base business net sales” ( which we define as net sales
without the impact of acquisitions until the acquisitions are included in both comparable periods and without the impact of discontinued or divested brands), “EBITDA”
(which we define as net income before net interest expense , income taxes, depreciation and amortization), “adjusted EBITDA” (which we define as EBITDA, further
adjusted for cash and non cash acquisition / divestiture related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring
and consolidation expenses, amortization of acquired inventory fair value step up, and gains and losses on the sale of certain assets), gains and losses on
extinguishment of debt, impairment of assets held for sale, and non-recurring expenses, gains and losses), ‘”covenant adjusted EBITDA” (which we define as adjusted
EBITDA before share-based compensation expense and adjusted for the pro forma impact of acquisitions and divestitures), and “adjusted gross profit” (which we define
as gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold”) are “non GAAP financial measures.” A
non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable
measure calculated and presented in accordance with generally accepted accounting principles (GAAP) in B&G Foods’ consolidated balance sheets and related
consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be
considered in isolation or as a substitute for the most directly comparable GAAP measures. The Company's non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.
B&G Foods provides earnings guidance only on a non-GAAP basis and does not provide a reconciliation of the Company’s forward-looking adjusted EBITDA and
adjusted diluted earnings per share guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying
certain amounts that are necessary for such reconciliations, including adjustments that could be made for deferred taxes; acquisition/divestiture-related expenses, gains
and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up and gains and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale; impairment of intangible assets;
non-recurring expenses, gains and losses; and other charges reflected in the Company’s reconciliation of historic non-GAAP financial measures, the amounts of which,
based on past experience, could be material.
Additional information regarding these non-GAAP financial measures, including reconciliations of non-GAAP financial measures to the most directly comparable GAAP
measures, is included elsewhere herein and in B&G Foods’ Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 filed with the SEC on May 8, 2024,
and Annual Report on Form 10-K for fiscal 2023 filed with the SEC on February 28, 2024. Copies of these filings may be viewed at B&G Foods’ website at
www.bgfoods.com under “Investors SEC Filings.”
In addition, we have included in this presentation unaudited financial information for the twelve months ended March 30, 2024, which has been calculated by adding the
financial information for the thirteen weeks ended March 30, 2024 to the financial information for the fiscal year ended December 30, 2023 and subtracting the financial
information for the thirteen weeks ended April 1, 2023. The unaudited financial information for the twelve months ended March 30, 2024 has been prepared solely for
the purpose of this presentation, is for illustrative purposes only and is not necessarily indicative of our results of operations for any future period or our financial
condition at any future date. |
| 5
Confidential
Today’s Presenters
5
Bruce Wacha, Exec. Vice President of Finance and CFO
Casey Keller, President and CEO |
| 6
Confidential
Transaction Overview |
| 7
Confidential
Summary Overview
Company
Overview
► B&G Foods manufactures, sells and distributes a diverse portfolio of branded, high quality, shelf stable and frozen food and
household products across the United States, Canada and Puerto Rico
► B&G Foods has organized itself into four business units to better manage its portfolio of more than fifty brands: Spices & Flavor
Solutions, Meals, Specialty and Frozen & Vegetables
► For the LTM period ended March 30, 2024, B&G Foods generated net sales of $2.0bn and Adjusted EBITDA of $310.7mm (which
is up ~$0.3mm, or 0.1% compared to the prior year period)
► As of the end of Q1 2024, Total Net Leverage 6.3x, based on LTM Q1 2024 Covenant Adjusted EBITDA of $317.0mm (1)
Transaction
Overview
► B&G Foods proposes to refinance the Existing Term Loan B due 2026 by amending, extending and upsizing the Existing Term
Loan B due 2026 via a 3-year extension and upsize, resulting in a $600mm Term Loan B due 2029
▪ Together with $100mm of proceeds from the possible issuance of other secured debt, the Company will refinance the
Existing Term Loan B due 2026 and repay Revolving Credit Facility borrowings
► In conjunction with this transaction, the Company plans to extend the Revolving Credit Facility due 2025 by three years to 2028
and reduce the size of the Revolving Credit Facility to $625mm
► Pro forma for this transaction, Secured Net Leverage will be 3.8x and Total Net Leverage will be 6.4x (1)
► The Company expects to redeem the remaining $265.4mm of 5.25% Senior Notes due 2025 on or before year end 2024
Timing
► Announce the Term Loan B offering on Tuesday, June 18
► Lender Call will be held on Thursday, June 20 at 11:00AM ET
► Commitments will be due on Thursday, June 27 at 12:00PM ET
► Closing will take place thereafter
7
Note: Adj. EBITDA and Covenant Adj. EBITDA are non-GAAP financial measures. Please refer to p. 4 and the non-GAAP reconciliation schedule on p. 23 for further detail.
1. All ratios are based on Covenant Adj. EBITDA, which reflects Adj. EBITDA before share-based compensation and pro forma for acquisitions and divestitures. |
| 8
Confidential
Pro Forma Capitalization
8
Note: Dollars in millions.
Sources & Uses Pro Forma Capitalization
1. As of June 14, 2024, outstanding balance on Revolving Credit Facility was $205mm, Term Loan B due 2026 was $507mm, and Secured Notes due 2028 was $549mm.
2. Actual transaction fees and expenses could be greater or less than the amount anticipated.
3. The Company expects to redeem the remaining $265.4mm of 5.25% Senior Notes due 2025 on or before year end 2024.
4. All ratios are based on Covenant Adj. EBITDA, which reflects Adj. EBITDA before share-based compensation and pro forma for acquisitions and divestitures. Adjusted EBITDA and Covenant
Adj. EBITDA are non-GAAP financial measures. Please refer to p. 4 and p. 23 for further detail.
Sources Amount
Proceeds from Term Loan B Offering $600
Other Secured Debt 100
Total Sources $700
Uses of Funds Amount
Repay Revolving Credit Facility Borrowings (1) $160
Repay Term Loan B due 2026 (1) 529
Cash to the Balance Sheet 2
Est. Fees & Expenses, and OID (2) 9
Total Uses $700
Q1 2024A Adj. Pro Forma
Cash & Equivalents $42 2 $45
Revolving Credit Facility $160 (1)
(160) --
Existing Term Loan B due 2026 529
(1)
(529) --
Term Loan B due 2029 -- 600 $600
8.000% Secured Notes due 2028 550
(1)
-- 550
(1)
Other Secured Debt -- 100 100
Total First Lien Debt $1,239 $1,250
5.25% Senior Notes due 2025 (3) $265 -- $265
5.25% Senior Notes due 2027 550 -- 550
Total Debt $2,054 $2,065
Operating Metrics
Covenant Adj. EBITDA (4) $317 -- $317
Credit & Coverage Statistics
First Lien Debt / Covenant Adj. EBITDA 3.9x 3.9x
Net First Lien Debt / Covenant Adj. EBITDA 3.8x 3.8x
Total Debt / Covenant Adj. EBITDA 6.5x 6.5x
Net Debt / Covenant Adj. EBITDA 6.3x 6.4x |
| 9
Confidential
Summary Terms – Senior Secured Credit Facilities
9
Revolving Credit Facility Term Loan B
Borrower: • B&G Foods, Inc. (the “Borrower”)
Tranche Size: • $625mm • $600mm
Maturity: • 3-year extension, December 2028 (1) • 3-year extension, October 2029 (2)
Guarantees: • All present and future material, domestic subsidiaries to the extent required by the terms of the existing Credit Agreement
Security: • All of the tangible and intangible assets of the Company (other than real property) and a pledge of all of the equity interests in the Borrower’s material subsidiaries to
the extent required by the terms of the existing Credit Agreement
Pricing:
Consolidated Leverage Ratio Applicable Margin
• TBA > 4.00:1.00
< 4.00:1.00 and > 3.50:1.00 TBA
<3.50:1.00
Optional Prepayments: • Prepayable at par • 101 soft call for 6 months
Mandatory Amortization: • None • 1.00% per annum
Financial Covenants:
• Same as existing credit agreement
• 7.00x Consolidated Leverage Ratio
• 1.75x Consolidated Interest Coverage Ratio
Mandatory Prepayments:
• Similar to existing credit agreement, with the following select modifications to the Asset Sale Provision:
• $20mm threshold
• 18-month reinvestment period + 6-month extension
• Step downs to 50% and 0% at 3.00x and 2.50x Consolidated Senior Secured Leverage Ratio
• Cap on Cash Netting of $75mm (2-quarter relief period post-asset sale) during the reinvestment period and until cash proceeds are reinvested or applied to pay
obligation
Negative Covenants:
• Similar to existing credit agreement, with some select modifications including:
• Investments:
• Greater of $200mm and 6% of Total Assets
• General Asset Sale Basket:
• Unlimited in excess of 30% of Consolidated EBITDA
• Available Amount for Debt Prepayments:
• Governed by (i) 5.00x Consolidated Senior Secured Leverage and (ii) Liquidity equal or greater than certain level other than for Debt Prepayments related
to Unsecured Notes due 2025
1. There will be a 91-day springing maturity inside the Secured Notes due 2028, Unsecured Notes due 2025 and 2027 and proposed Term Loan B.
2. There will be a 91-day springing maturity inside the Secured Notes due 2028 and Unsecured Notes due 2025 and 2027. |
| 10
Confidential
Timeline
10
U.S. Bank Holiday
Key Transaction Date
Timing Event
Tuesday, June 18 Announce Term Loan B Offering
Thursday, June 20 Lender Call at 11:00AM ET
Thursday, June 27 Commitments Due at 12:00PM ET
Thereafter Close & Fund Transaction
June 2024
S M T W T F S
1
2 3 4 5 6 7 8
9 10 11 12 13 14 15
16 17 18 19 20 21 22
23
30 24 25 26 27 28 29 |
| 11
Confidential
Organizational Chart
11
Key:
Borrower
Guarantors
Non-Guarantors
• $625mm Revolving Credit Facility due 2028
• $600mm Term Loan B due 2029
• $549mm Secured Notes due 2028
• $100mm Other Secured Debt
• $550mm Senior Notes due 2027
B&G Foods North America, Inc.
Operating Company
Domestic Subsidiaries International Subsidiaries
B&G Foods, Inc.
Holding Company
Pro Forma to give effect to the proposed offering and use of proceeds therefrom |
| 12
Confidential
Company Highlights |
| 13
Confidential
• Acquire and operate established food brands and maintain relevancy with today’s consumer
• Proven cash flow driven M&A at accretive multiples
• Target moderate top line growth across portfolio
• Strong focus on cash flow generation and working capital efficiency
• Maintain high quality products, strong customer service and sales support
• Enduring commitment to reduce leverage
Key Investment Highlights
13
|
| 14
Confidential
We Have Assembled a Portfolio of More than 50 Brands
14
1996 1997 1998 1999 2000 2003 2004 2006 2007 2010 2011
2012 2013 2014 2015 2016 2017 2018 2019 2020 Recent Divestitures
March
Acquisition
November
Acquisition
February
Acquisition
January
IPO
October
Acquisition
August
License
June
Acquisition
February
Acquisition
July
Acquisition
June
Acquisition
December
Acquisition
May
Acquisition
July
Acquisition
October
Acquisition
November
License
February
Acquisition
April
Acquisition
May
Acquisition
October
License
August
Transfer to
NYSE
May
Acquisition
November
Acquisition
July
November
December
Acquisition
December
November 2023
* U.S. Shelf
Stable
1. Emeril’s® is a registered trademark of Marquee Brands used under license. The Emeril’s license agreement expired at the end of fiscal 2023 and B&G Foods is exiting the
Emeril’s brand. B&G Foods is continuing to co-manufacture certain Emeril’s products for the new licensee on an interim basis.
2. Crock-Pot® is a registered trademark of Sunbeam Products, Inc. used under license.
3. Skinnygirl™ is a trademark of SG Marks, LLC used under license.
4. Weber® is a registered trademark of Weber-Stephen Products LLC used under license.
5. B&G Foods discontinued the SnackWell’s brand in fiscal 2022.
(1) (2)
(3)
(4)
Divestiture
January 2023
(5) |
| 15
Confidential
A Portfolio of Large, Established & Defensible Niche Brands
15
ANNUAL NET
SALES BY BRAND
$400+ Million
$100-$399
Million
$50-$99
Million
<$50 Million |
| 16
Confidential
We Have Four Business Units
16
Meals
25%
Specialty
33%
Frozen &
Vegetables
22%
Spices & Flavor
Solutions
20%
Q1-2024
Net Sales
by Business Unit |
| 17
Confidential
We Have Four Business Units
17
▪ We began transitioning to four Business Units in August 2022 – Frozen & Vegetables, Meals,
Specialty and Spices & Flavor Solutions
▪ These Business Units clarify the portfolio focus and future platforms for acquisitions, and push
accountability down to improve management and decision-making
▪ Our Business Unit leadership teams are empowered to manage the P&L, leading to better and faster
decision making, and driving accountability throughout the organization. Business Unit leadership are
driving improved margins, better managing supply and demand, and building stronger growth plans
▪ Each of the Business Units has different characteristics and mandates, and we plan to allocate capital
to achieve key objectives. We plan to invest in the Spices & Flavor Solutions, Meals and Frozen &
Vegetables businesses with the goal of driving profitable growth, while we will manage the Specialty
business with the goal of driving free cash generation
▪ Our Business Unit structure will also clarify M&A decisions and accountability
▪ The transition to four Business Units is complete and we began reporting Business Unit financials in
Q1 2024 |
| 18
Confidential
Financial Update |
| 19
Confidential
Q1’2024 vs. Q1’2023 Performance
19
• Base Business Net Sales declined 4.4% Q1’2024 vs. Q1’2023
‒ Primarily driven by a decrease in net pricing, including increased promotional trade spend and list price decreases in Crisco
products to reflect decreases in underlying commodity input costs, as well as a decline in net sales to our foodservice customers
• Adjusted EBITDA margins were essentially flat at 15.8% of net sales
‒ The decrease in Adjusted EBITDA was largely driven by the decrease in Net Sales and the divestiture of the Green Giant US
Shelf Stable business which contributed approximately $1.5mm to Q1’2023 Adjusted EBITDA
$78
$67
95.3% 89.8%
Q1'2023 Q1'2024
$497 $475
Q1'2023 Q1'2024
$82 $75
16.1% 15.8%
Q1'2023 Q1'2024
Adj. EBITDA less Capex Adj. EBITDA (1) (1)
($ in millions)
($ in millions)
($ in millions)
($ in millions)
$115 $110
22.4% 23.1%
Q1'2023 Q1'2024
% Margin
% Margin
Adj. EBITDA less CapEx / Adj. EBITDA
Base Business Net Sales (1) Adj. Gross Profit (1)
1. Base Business Net Sales, Adj. Gross Profit, Adj. EBITDA and Adj. EBITDA less Capex are non-GAAP financial measures. Please refer to p. 4 and to the non-GAAP
reconciliation schedules on p. 23, 24 and 25 for further detail. |
| 20
Confidential
Demonstrated Commitment to Debt Reduction
20
• Following the sale of Back to Nature in January 2023, B&G Foods used nearly all of the net proceeds to repay $50.0mm of
Term Loan B
• Following the sale of the Green Giant U.S. Shelf Stable product line in November 2023, B&G Foods has used nearly all of the
$55.3mm net proceeds to repay Term Loan B and 8.00% Senior Secured Notes due 2028
Asset Sale
Proceeds
• B&G Foods has made more than $160mm of prepayments to its Term Loan B in FY2023 and YTD 2024 with funds from asset
sales and cash from operations
Term Loan B
Prepayment
• During FY2023, B&G Foods repurchased $79.2mm aggregate principal amount of 5.25% Senior Notes due 2025
• During FY2023, B&G Foods redeemed $555.4mm aggregate principal amount of 5.25% Senior Notes due 2025
• The Company expects to redeem the remaining $265.4mm of 5.25% Senior Notes due 2025 on or before year end 2024
Repurchases &
Redemptions of
2025 Notes
• During fiscal year 2022, B&G Foods generated approximately $65mm of net proceeds from its At-The-Market (ATM) Equity
Offering Program, which were deployed in part to repay revolving credit facility loans
• During fiscal year 2023, B&G Foods generated $73.8mm of net proceeds from the ATM Equity Offering Program, which were
deployed in part to repurchase 5.25% Senior Notes due 2025
• Approximately 3.7mm shares of common stock remain authorized and available for sale under the ATM, the proceeds of which
are intended for general corporate purposes, which may include further debt reduction
Equity
Issuances
Throughout FY2023 and Q1’2024, B&G Foods has reduced Net Debt by nearly $350mm |
| 21
Confidential
Capitalization & Statistics
21
Note: Adj. EBITDA, Adj. EBITDA before SBC and Covenant Adj. EBITDA are non-GAAP financial measures. Please refer to p. 4 and the non-GAAP reconciliation
schedule on p. 23 for further detail.
1. All ratios are based on Covenant Adj. EBITDA, which reflects Adj. EBITDA before share-based compensation and pro forma for acquisitions and divestitures.
($ in millions) FY FY Q1
2022 2023 2024
Revolving Credit Facility $ 282.5 $ 170.0 $ 160.0
Term Loan B due 2026 671.6 528.6 528.6
Secured Notes due 2028 -- 550.0 550.0
5.25% Senior Notes due 2025 900.0 265.4 265.4
5.25% Senior Notes due 2027 550.0 550.0 550.0
Total Debt $ 2,404.1 $ 2,064.0 $ 2,054.0
Cash (45.4) (41.1) (42.5)
Net Debt $ 2,358.7 $ 2,022.9 $ 2,011.6
Net Debt / Covenant Adjusted EBITDA (1) 7.6 x 6.3 x 6.3 x
Adj. EBITDA $ 301.0 $ 318.0 $ 310.7
Adj. EBITDA before SBC 304.9 325.2 318.7
Covenant Adjusted EBITDA (1)
309.6 320.2 317.0 |
| 22
Confidential
Historical Financial Performance
22
1. Adj. EBITDA, Adj. Gross Profit and Adj. EBITDA less Capex are non-GAAP financial measures. Please refer to p. 4 and the non-GAAP reconciliation schedule
on p. 23 and 24 for further detail.
($ in millions) Fiscal Year Ended December LTM
2021 2022 2023 Q1'2024
Net Sales $2,056 $2,163 $2,062 $2,026
% Growth 23.8% 5.2% (4.7%) --
Adj. Gross Profit (1) $471 $419 $458 $453
% Margin 22.9% 19.4% 22.2% 22.4%
Adj. EBITDA (1) $358 $301 $318 $311
% Margin 17.4% 13.9% 15.4% 15.3%
Depreciation and Amortization $83 $81 $70 $69
% of Net Sales 4.0% 3.7% 3.4% 3.4%
Adj. EBIT $275 $220 $248 $242
% Margin 13.4% 10.2% 12.0% 11.9%
Net Cash Provided by Operating Activities $94 $6 $248 $213
Capex $44 $22 $26 $29
% of Net Sales 2.1% 1.0% 1.2% 1.5%
Adj. EBITDA less Capex (1) $314 $279 $292 $281 |
| 23
Non-GAAP Reconciliations – Confidential
Net Income to EBITDA and Adjusted EBITDA
23
($ in millions) Fiscal Year Ended December LTM
2021 2022 2023 Q1'2024
Net Income $67 ($11) ($66) ($110)
Income Tax Expense (Benefit) 26 (8) (1) (33)
Interest Expense, Net 107 125 151 150
Depreciation and Amortization 83 81 70 69
EBITDA $283 $187 $154 $75
Acquisition / Divestiture-Related and Non-Recurring Expenses 33 13 6 6
Impairment of Intangible Assets 23 - 21 91
Gain (Loss) on Sale of Assets - (5) 138 138
Amortization of Acquisition-Related Inventory Step-Up 5 - - -
Accrual for Pension Plan Withdrawal Liability 14 - - -
Impairment of Assets Held for Sale - 106 - 0
Adj. EBITDA $358 $301 $318 $311
Share-Based Compensation (SBC) 4 4 7 8
Adj. EBITDA before SBC $362 $305 $325 $319 |
| 24
Confidential
($ in millions) Fiscal Year Ended December LTM
2021 2022 2023 Q1'2024
Gross Profit $437 $410 $456 $450
Acquisition/divestiture-related expenses and non-recurring expenses
included in cost of goods sold (1) 34 9 3 3
Adj. Gross Profit $471 $419 $458 $453
24
1. Acquisition/divestiture related expenses and non-recurring expenses included in cost of goods sold for Q1’24 are related to Crisco, Green Giant U.S. shelf-stable and Back to Nature. FY23 reconciliations are related to Crisco and Back to Nature; FY22 reconciliations are related to Crisco and Yuma; FY21
reconciliations are related to pension plans and a withdrawal liability in connection with the sale and closure of a manufacturing facility and amortization of
acquisition-related inventory fair value step-up and non-recurring expenses.
Non-GAAP Reconciliations –
Gross Profit to Adjusted Gross Profit |
| 25
Non-GAAP Reconciliations – Confidential
Net Sales to Base Business Net Sales
25
Note: Q1’2024 represents the thirteen weeks ended March 30, 2024; Q1’2023 represents the thirteen weeks ended April 1, 2023.
1. From Q1’2024 + Q1’2023, reflects net sales of the Green Giant U.S. shelf-stable product line, which was sold on November 8, 2023, partially offset by a net credit
paid to customers relating to the SnackWell’s and Farmwise brands, which have been discontinued. For Q1’2024, reflects a net credit paid to customers relating to the
discontinued brands.
($ in millions)
Net Sales $512 $475
Net Sales from Discontinued or Divested Brands (1)
(14) 0
Base Business Net Sales $497 $540
Q1'2023 Q1'2024
$475 |
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