ITEM 1.02 - TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On June 1, 2022, in connection with the closing of the Sale Transaction (as
defined below), Bridgford Food Processing Corporation, a California corporation
("BFPC") and a wholly-owned subsidiary of Bridgford Foods Corporation (NasdaqGM:
BRID, the "Registrant"), repaid in full all indebtedness, liabilities and other
obligations under, and terminated the bridge loan commitment note with Wells
Fargo Bank N.A. ("WFB") entered into on August 30, 2021. Additionally, BFPC
repaid all outstanding balances under the revolving line of credit with WFB
which line continues in effect per its terms to March 1, 2023. BFPC did not
incur any prepayment fees or penalties as a result of the foregoing
transactions.
ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On June 1, 2022, BFPC and CRG Acquisition, LLC ("CRG"), completed the real
estate transaction (the "Sale Transaction") set forth in the Purchase and Sale
Agreement dated March 16, 2020 (as amended to date, the "CRG Purchase
Agreement"). BFPC's entry into and the terms of the CRG Purchase Agreement were
previously reported in a Current Report on Form 8-K filed with the Securities
and Exchange Commission (the "SEC") on March 19, 2020.
Pursuant to the terms of the CRG Purchase Agreement, CRG acquired a parcel of
land from BFPC including an approximate 156,000 square foot four-story
industrial food processing building located at 170 N. Green Street in Chicago,
Illinois. The purchase price for the Sale Transaction was $60.0 million, less
approximately $2.1 million previously received by BFPC as non-refundable earnest
money, and subject to certain closing adjustments as set forth in the CRG
Purchase Agreement. In connection with the closing of the Sale Transaction, BFPC
paid an aggregate of $1.2 million in broker commissions, including approximately
$300,000 to KR6, Inc., an entity controlled by Keith Ross (a member of the
Registrant's Board of Directors). BFPC used approximately $18.7 million of the
Sale Transaction proceeds to repay and terminate its bridge loan with WFB and
intends to use approximately $18.0 million of such proceeds to repay its
outstanding balance under our revolving credit facility with WFB, each as
described in Item 1.02 above. BFPC currently anticipates that a significant
portion of the balance of the sales proceeds will be used to pay federal and
state taxes on the transaction, after deduction of net operating loss
carryforwards in the amount of approximately $10.3 million. Any remaining funds
will be used at the direction of the Registrant's Board of Directors, including,
without limitation, for general working capital purposes.
The foregoing summary of the terms of the CRG Purchase Agreement is not complete
and is qualified in its entirety by reference to the full text of the CRG
Purchase Agreement, which was filed as Exhibit 10.1 to the Current Report on
Form 8-K filed with the SEC on March 19. 2020 and is incorporated herein by
reference.
Forward-Looking Statements: Any statements contained in this Current Report on
Form 8-K that refer to events that may occur in the future or other
non-historical matters are forward-looking statements. These statements
generally are characterized by the use of terms such as "plan", "may", "will",
"should", "anticipate", "estimate", "predict", "believe" and "expect". These
forward-looking statements relate to, among other things, the proposed use of
proceeds from the Sale Transaction, are based on BFPC's and the Registrant's
expectations as of the date of this Report and are subject to risks and
uncertainties that could cause actual results to differ materially from current
expectations. Actual results could differ materially from those projected in the
forward-looking statements as a result of industry and economic conditions as
well as other risks identified in documents that the Registrant files with the
SEC.. Given these uncertainties, the Registrant cautions investors and potential
investors not to place undue reliance on such statements. Neither BFPC nor the
Registrant undertakes any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect future
events or circumstances or to reflect the occurrence of unanticipated events.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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