™™7495_Cover.indd 13/23/17 2:02 PM 7495_Cover.indd 24/1/17 12:35 PM TO OUR STOCKHOLDERS:
Financial Performance
21MAR201707310323
I am pleased to report that fiscal 2016 was another record breaking year for B&G Foods. Once
again we set company records for net sales, which increased 44.0% to $1.39 billion, and adjusted
EBITDA,* which increased 47.9% to $322.0 million. From our initial public offering in 2004 through
the end of fiscal 2016, net sales and adjusted EBITDA have increased at compound annual growth
rates of 11.6% and 13.5%, respectively. And in 2016 our adjusted EBITDA as a percentage of net sales
increased to 23.2%, placing us in the top tier of our industry for adjusted EBITDA margin.
Investment Highlights
In our twelve years as a publicly held company, we have proven our commitment to creating
stockholder value by paying a generous and growing cash dividend. We have been able to keep that
commitment year after year by achieving consistent and ever improving operating results. Last year was
no exception. During fiscal 2016, we increased the dividend rate by 32.9% to $1.86 per share per year.
And over the last five years we have increased the dividend at a compound annual growth rate of
11.5%. Our dividend yield is among the highest in the industry and we remain as committed as ever to
our policy of returning a meaningful portion of our excess cash to stockholders. Assuming the
reinvestment of dividends, total stockholder return over the past five fiscal years was 123.4%.
Business Performance
Notwithstanding the exceptional growth we achieved in net sales and adjusted EBITDA, fiscal 2016
was a challenging year in many ways.
The first set of challenges relates to Green Giant, the iconic brand that we acquired in the fourth
quarter of 2015 after years of decline under prior ownership. In 2016, we devoted significant time and
resources to integrating and reinvigorating Green Giant. In addition to being our largest ever
acquisition, Green Giant marked our entry into the frozen food category. Adapting our existing
infrastructure to accommodate Green Giant was a significant undertaking, but I am pleased to report
that the integration is now substantially complete. And because we now have the infrastructure
necessary to run a frozen business, we believe we have the ability to acquire other frozen businesses
much more easily than we could before. We also allocated significant marketing resources to re-launch
the Green Giant brand in 2016. Among other initiatives, we introduced several new Green Giant
innovation products, including Green Giant Veggie Tots, Green Giant Riced Veggies and Green Giant
Mashed Cauliflower. Early feedback about these new products has been encouraging. We are hopeful
and optimistic that 2016 will be remembered as the year Green Giant began to earn back its reputation
with consumers as an iconic and relevant brand.
Another set of challenges we faced in 2016 relates to the shift in consumer preferences away from
traditional center-of-the-store grocery brands, which comprise the majority of our business. While we
*
Adjusted EBITDA and base business net sales are ‘‘non-GAAP (Generally Accepted Accounting Principles) financial
measures.’’ Please see the discussion in the footnotes to Item 6, ‘‘Selected Financial Data’’ and in the Management’s
Discussion and Analysis section in the following Annual Report on Form 10-K for a more detailed discussion of adjusted
EBITDA and base business net sales and reconciliations of adjusted EBITDA and base business net sales with the most
directly comparable GAAP measures along with the components of adjusted EBITDA and comparable base business net
sales.
were very happy to see our net sales increase by 44% for 2016, we were disappointed to see our base
business net sales* decrease by 2.1%. This shift in consumer preferences creates top-line challenges for
our entire industry, and has been going on for several years. We have plans in place to address these
challenges and stabilize our base business, including new product launches for Cream of Wheat, Ortega
and Bear Creek.
We spent a lot of time and resources during 2016 integrating and reinvigorating Green Giant and
trying to stabilize our base business, but we did not allow those efforts to distract us from our core
acquisition strategy. In fact, we completed two acquisitions during 2016, the spices & seasonings
business of ACH Food Companies in November and Victoria Fine Foods in December. We have
projected that after being fully integrated these two acquisitions combined will generate approximately
$264 million in net sales and approximately $48 million in adjusted EBITDA annually. Each acquisition
fits nicely into our portfolio of brands and we believe also presents us with exciting opportunities for
growth.
Fiscal 2017
We are excited about the prospects ahead of us in 2017. We expect our new Green Giant
innovation products to gain momentum and our efforts to stabilize our base business to begin to bear
fruit, resulting in positive volume growth across our portfolio. We will continue to look for acquisition
opportunities that make sense for our company and our stockholders, and when we find those
opportunities we will be ready to act. We will also remain persistent in our efforts to return even more
cash to our stockholders. In 2016 we made some valuable additions to what was already an experienced
and talented management team and we all look forward to delivering another year of exceptional
results.
In Closing
When I took the helm as CEO at the beginning of 2015, our company had a lot of momentum,
but not many foresaw the amount of change we would undergo during the following two years. In that
time, we have completed four acquisitions, increased net sales from $848 million in fiscal 2014 to a
projected $1.64 to $1.68 billion in fiscal 2017, and increased headcount from approximately 1,000
employees to approximately 2,500 employees. A transformation like that would not be easy for any
organization, and it has not been easy for us, but we have managed it well. B&G Foods is in many
ways a different company now than the one I took over two years ago, but we have the same values.
Passion for what we do, our commitment to food safety and quality, integrity and accountability, our
customer and consumer focus, our commitment to the safety and health of our employees and our
belief in collaboration and empowerment are the values that have driven the success of this company
for many years and will continue to drive our company’s success in the future. It is because of these
values that we have been able to create tremendous stockholder value over the years, and I believe
stockholders of B&G Foods should expect a bright future.
Sincerely,
30MAR201622420353
Robert C. Cantwell
President and Chief Executive Officer
April 3, 2017
As filed with the Securities and Exchange Commission on March 1, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
(cid:95)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(cid:134)
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2016
or
For the transition period from to .
Commission file number 001-32316
B&G FOODS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
Four Gatehall Drive, Parsippany, New Jersey
(Address of principal executive offices)
13-3918742
(I.R.S. Employer
Identification No.)
07054
(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
Common Stock, par value $0.01 per share
Name of exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:95) No (cid:134)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:134) No (cid:95)
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 (cid:95) No (cid:134)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes (cid:95) No (cid:134)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. (cid:95)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer (cid:95)
Accelerated filer (cid:134)
Non-accelerated filer (cid:134)
(Do not check if a smaller
reporting company)
Smaller reporting company (cid:134)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:134) No (cid:95)
The aggregate market value of the registrant’s outstanding shares of common stock held by non-affiliates of the registrant (assuming for
these purposes, but without conceding, that all executive officers and directors are affiliates of the registrant) as of July 1, 2016, the last business day
of the registrant's most recently completed second fiscal quarter, was $2,900,718,177 (based on the $47.32 per share closing price of the registrant's
common stock on that date as reported on the New York Stock Exchange).
As of March 1, 2017, the registrant had 66,474,474 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Selected designated portions of the registrant’s definitive proxy statement to be filed on or before May 1, 2017 in connection with the
registrant’s 2017 annual meeting of stockholders are incorporated by reference into Part III of this annual report.
B&G FOODS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
TABLE OF CONTENTS
Item 5.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART I
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15.
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Page No.
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105
Item 1. Business.
Overview
PART I
The terms “B&G Foods,” “our,” “we” and “us,” as used in this report, refer to B&G Foods, Inc. and its
wholly owned subsidiaries, except where it is clear that the term refers only to the parent company. Throughout this
report, we refer to our fiscal years ended December 29, 2012, December 28, 2013, January 3, 2015, January 2, 2016,
and December 31, 2016 as “fiscal 2012,” “fiscal 2013,” “fiscal 2014,” “fiscal 2015” and “fiscal 2016” respectively.
Our fiscal year is the 52 or 53 week reporting period ending on the Saturday closest to December 31. Fiscal 2014
contained 53 weeks and fiscal 2016, 2015, 2013 and 2012 each contained 52 weeks.
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. Many of our branded products
have leading regional or national market shares. In general, we position our products to appeal to the consumer desiring
a high quality and reasonably priced product. We complement our branded product retail sales with institutional and
foodservice sales and private label sales.
B&G Foods, including our subsidiaries and predecessors, has been in business for over 125 years. We were
incorporated in Delaware on November 25, 1996 under the name B Companies Holdings Corp. On August 11, 1997, we
changed our name to B&G Foods Holdings Corp. On October 14, 2004, B&G Foods, Inc., then our wholly owned
subsidiary, was merged with and into us and we were renamed B&G Foods, Inc.
Our company has been built upon a successful track record of both organic and acquisition-related growth. Our
goal is to continue to increase sales, profitability and cash flows through organic growth, disciplined acquisitions of
complementary branded businesses and new product development. Since 1996, we have successfully acquired and
integrated more than 45 brands into our company.
The table below includes some of the acquisitions we have completed in recent years:
Date
October 2012 . . . . .
May 2013 . . . . . . . .
July 2013 . . . . . . . .
October 2013 . . . . .
April 2014 . . . . . . .
July 2015 . . . . . . . .
November 2015 . . .
November 2016 . . .
December 2016 . . .
Significant Event
Acquisition of the New York Style, Devonsheer, JJ Flats and Old London brands from Chipita
America, Inc., referred to as the “New York Style acquisition” in the remainder of this document.
Acquisition of the TrueNorth brand from DeMet’s Candy Company, referred to as the “TrueNorth
acquisition” in the remainder of this document.
Acquisition of Pirate Brands, LLC, including the Pirate’s Booty, Smart Puffs and Original Tings
brands from affiliates of VMG Partners and Driven Capital Management, and certain other entities
and individuals, referred to as the “Pirate Brands acquisition” in the remainder of this document.
Acquisition of Rickland Orchards LLC, including the Rickland Orchards brand, from Natural
Instincts LLC, referred to as the “Rickland Orchards acquisition” in the remainder of this
document.
Acquisition of Specialty Brands of America, Inc. and related entities, including the
Bear Creek Country Kitchens, Spring Tree, Cary’s, MacDonald’s, New York Flatbreads and
Canoleo brands, from affiliates of American Capital, Ltd., referred to as the “Specialty Brands
acquisition” in the remainder of this document.
Acquisition of Spartan Foods of America, Inc., and related entities, including the Mama Mary’s
brand, from Linsalata Capital Partners and certain other sellers, referred to as the “Mama Mary’s
acquisition” in the remainder of this document.
Acquisition of the Green Giant and Le Sueur brands from General Mills, Inc., referred to as the
“Green Giant acquisition” in the remainder of this document.
Acquisition of the spices & seasonings business of ACH Food Companies, Inc., including the
Spice Islands, Tone’s, Durkee and Weber brands, referred to as the “spices & seasonings
acquisition” in the remainder of this document.
Acquisition of Victoria Fine Foods, LLC, and a related entity, from Huron Capital Partners and
certain other sellers, referred to as the “Victoria acquisition” in the remainder of this document.
- 1 -
Products and Markets
The following is a brief description of some of our brands and product lines:
The Green Giant and Le Sueur brands trace their roots to Le Sueur, Minnesota in 1903, and the Minnesota
Valley Canning Company. For more than 100 years, fresh and great-tasting Green Giant and Le Sueur vegetables have
been grown and picked at the peak of perfection in the Valley of the Jolly Green Giant. In the remainder of this
document, we generally refer to the Green Giant and Le Sueur brands collectively as the “Green Giant brand.”
The Ortega brand has been in existence since 1897; its products span the shelf-stable Mexican food segment
including taco shells, tortillas, seasonings, dinner kits, taco sauces, peppers, refried beans, salsas and related food
products.
Pirate Brands, which includes Pirate’s Booty, Smart Puffs and Original Tings, originated in 1987 and offers
baked, trans fat free and gluten free snacks.
The Tone’s brand, established in 1873, started as a family business and was responsible for many of the early
advancements in the spice industry. The Tone’s brand sells predominantly in the club channel while also servicing
traditional grocery.
The Maple Grove Farms of Vermont brand, which originated in 1915, is one of the leading brands of pure
maple syrup sold in the United States. Other products under the Maple Grove Farms of Vermont label include a line of
gourmet salad dressings, sugar free syrups, marinades, fruit syrups, confections, pancake mixes and organic products.
The Cream of Wheat brand was introduced in 1893 and is among the leading brands and one of the most trusted
and widely recognized brands of hot cereals sold in the United States. Cream of Wheat is available in Original, Whole
Grain and Maple Brown Sugar stove top, and also in instant packets of Original and other flavors. We also offer
Cream of Rice, a gluten-free, rice-based hot cereal.
The Mrs. Dash brand, which was introduced in 1983 as the original brand in salt-free seasonings, is available in
more than a dozen blends. In 2005, the leading brand in salt-free seasonings introduced 6 salt-free marinades.
Mrs. Dash’s brand essence, “Salt-Free, Flavor-Full,” resonates with consumers and underscores the brand’s commitment
to provide healthy products that fulfill consumers’ expectations for taste.
The Bear Creek Country Kitchens brand is the leading brand of hearty dry soups in the United States.
Bear Creek Country Kitchens also offers a line of savory pasta dishes and hearty rice dishes.
Victoria Fine Foods is a Brooklyn-based business founded in 1929. The Victoria brand offers a variety of
premium pasta and specialty sauces, savory condiments and tasty gourmet spreads. Using traditional cooking methods,
Victoria sauces are slow kettle-cooked in small batches to ensure rich flavor and a homemade taste. Committed to its
values of quality, honesty, authenticity and community, Victoria believes that Ingredients Come First.
The Las Palmas brand originated in 1922 and primarily includes authentic Mexican enchilada sauce, chili sauce
and various pepper products.
The Mama Mary’s brand was introduced in 1986 and is a leading brand of shelf-stable pizza crusts.
Mama Mary’s also offers pizza sauces and premium gourmet pepperoni slices.
The Polaner brand was introduced in 1880 and is comprised of a broad array of fruit-based spreads as well as
jarred wet spices such as chopped garlic and oregano. Polaner All Fruit is a leading national brand of fruit-juice
sweetened fruit spread. The spreads are available in more than a dozen flavors. Polaner Sugar Free preserves are the
second leading brand of sugar free preserves nationally.
- 2 -
The Weber brand of seasonings and other flavor enhancers was introduced in 2006 under a licensing agreement
with Weber-Stephen Products LLC, maker of the popular Weber grills. Under the Weber brand, we offer a wide range
of grilling seasoning blends, rubs, marinades, sprays and sauces.
The Spice Islands brand, established in San Francisco in 1941, is a leading premium spices and extracts brand
offering a diverse line of high quality products including spices, seasonings, dried herbs, extracts, flavorings and sauce
blends. The brand recently expanded into organic products.
The New York Style brand was created in 1985 and includes Original Bagel Crisps, Pita Chips and Panetini
Italian Toast.
The Bloch & Guggenheimer (B&G) brand originated in 1889, and its pickle, pepper and relish products are a
leading brand in the New York metropolitan area. This line consists of shelf-stable pickles, peppers, relishes, olives and
other related specialty items.
The Underwood brand’s “Underwood Devil” logo, which was registered in 1870, is believed to be the oldest
registered trademark still in use for a prepackaged food product in the United States. Underwood meat spreads, which
were introduced in the late 1860s, include deviled ham, white-meat chicken, roast beef, corned beef and liverwurst.
The Ac’cent brand was introduced in 1947 as a flavor enhancer for meat preparation and is generally used on
beef, poultry, fish and vegetables. We believe that Ac’cent is positioned as a unique flavor enhancer that provides food
with the “umami” flavor sensation.
The Spring Tree brand originated in 1976 in Brattleboro, Vermont, and consists of pure maple syrup and sugar
free syrup.
The B&M brand was introduced in 1927 and is the original brand of brick-oven baked beans and remains one of
the very few authentic baked beans. The B&M line includes a variety of baked beans and brown bread. The B&M brand
currently has a leading market share in the New England region.
The Emeril’s brand was introduced in 2000 under a licensing agreement with celebrity chef Emeril Lagasse.
We offer a line of pasta sauces, seasonings, cooking stocks, mustards and cooking sprays under the Emeril’s brand
name.
The Grandma’s brand of molasses, which was introduced in 1890, is the leading brand of premium-quality
molasses sold in the United States. Grandma’s molasses products are offered in two distinct styles: Grandma’s Original
Molasses and Grandma’s Robust Molasses.
The Trappey’s brand, which was introduced in 1898, has a Louisiana heritage. Trappey’s products fall into two
major categories—high quality peppers and hot sauces, including Trappey’s Red Devil.
The TrueNorth brand was introduced in 2008. TrueNorth nut cluster snacks combine freshly roasted nuts, a
dash of sea salt and just a hint of sweetness. TrueNorth varieties include almond pecan crunch, chocolate nut crunch and
cashew crunch.
The Don Pepino and Sclafani brands originated in 1955 and 1900, respectively, and primarily include pizza and
spaghetti sauces, whole and crushed tomatoes and tomato puree.
The Joan of Arc brand, which originated in 1895, includes a full range of canned beans including kidney, chili
and other varieties.
The Old London brand was created in 1932 and offers a wide variety of flavors available in melba toasts, melba
rounds and other snacks. Old London also markets specialty snacks under the Devonsheer and JJ Flats brand names.
- 3 -
The Cary’s brand originated in 1904 and is the oldest brand of pure maple syrup in the United States. Cary’s
also offers sugar free syrup.
The Static Guard brand, the number one brand name in static elimination sprays, created the anti-static spray
category when it was launched in 1978 to fulfill a previously unmet consumer need. The brand’s ability to consistently
deliver on its promise to “instantly eliminate static cling” has resulted in a loyal consumer following.
The Regina brand, which has been in existence since 1949, includes vinegars and cooking wines. Regina
products are most commonly used in the preparation of salad dressings as well as in a variety of recipe applications,
including sauces, marinades and soups.
The Baker’s Joy brand was introduced in 1982 and is the original brand of no-stick baking spray with flour.
Baker’s Joy’s product proposition has been to “generate a perfect release from the pan every time,” making baking
easier, faster and more successful for everyday bakers.
The Sugar Twin brand was developed in 1968 and is a calorie free sugar substitute.
The Wright’s brand was introduced in 1895 and is a seasoning that reproduces the flavor and aroma of pit
smoking in meats, chicken and fish. Wright’s is offered in three flavors: Hickory, Mesquite and Applewood.
The Durkee brand was established in 1850 and, like our Tone’s brand, started as a family business and was an
early leader in the spice industry.
The Sa-són brand was introduced in 1947 as a flavor enhancer used primarily for Puerto Rican and Hispanic
food preparation. The product is generally used on beef, poultry, fish and vegetables. The brand’s flavor enhancer is
offered in four flavors: Original, Coriander and Achiote, Garlic and Onion, and Tomato. We also offer reduced sodium
versions of Sa-són.
The Brer Rabbit brand has been in existence since 1907 and currently offers mild and full-flavored molasses as
well as blackstrap molasses. Mild molasses is designed for table use and full-flavored molasses is typically used in
baking, barbeque sauces and as a breakfast syrup.
The New York Flatbreads brand is a line of thin, crispy, flavorful crispbread that is available in several
toppings.
The Vermont Maid brand has been in existence since 1919 and offers maple-flavored syrups. Vermont Maid
syrup is available in regular, sugar-free and sugar-free butter varieties.
The Molly McButter brand created the butter-flavored sprinkles category in 1987. Molly McButter is available
in butter and cheese flavors.
The Canoleo brand offers an all-purpose margarine used for spreading, cooking and baking.
Food Industry
The food industry is one of the United States’ largest industries. Historically, it has been characterized by
relatively stable sales growth, based largely on price and population increases, however, in recent years, many traditional
center of store grocery brands in the industry have often experienced flat to modestly declining sales. Over the past
decade or so, the retail side of the food industry has seen a continuing shift of sales to alternate food outlets such as
supercenters, warehouse clubs, organic and “natural” food stores, dollar stores, drug stores and e-tailers. Among other
things, this shift has caused consolidation of traditional grocery chains into larger entities, often spanning the country
under varying banner names. Consolidation has increased the importance of having a number one or two brand within a
category, be that position national or regional. At the same time, this shift has also introduced many alternatives to
traditional grocery chains. A broad sales and distribution infrastructure has also become critical for food companies,
allowing them to reach all outlets selling food to consumers and expanding their growth opportunities.
- 4 -
As large food companies with a presence in a variety of branded product categories seek tighter focus within
their businesses, they have shed brands or an entire presence in non-core categories. They have also sold smaller brands
to increase focus on the larger brands within their portfolios.
Sales, Marketing and Distribution.
Overview. We sell, market and distribute our products through a multiple-channel sales, marketing and
distribution system to all major U.S. food channels, including sales and shipments to supermarkets, mass merchants,
warehouse clubs, wholesalers, foodservice distributors and direct accounts, specialty food distributors, military
commissaries and non-food outlets such as drug, dollar store chains and e-tailers. Certain of our brands, including Green
Giant, Cream of Wheat, Ac’cent, Crock Pot seasoning mixes, Underwood, Polaner, Static Guard, Mrs. Dash, New York
Style, Sugar Twin and Victoria are also distributed to similar food channels in Canada. We sell, market and distribute our
household brand, Static Guard, through the same sales, marketing and distribution system to many of the same
customers who buy our food products as well as to other household product retailers and distributors.
We sell our products primarily through broker sales networks to supermarket chains, foodservice outlets, mass
merchants, warehouse clubs, non-food outlets and specialty distributors. The broker sales network handles the sale of our
products at the retail level.
Sales. Our sales organization is aligned by distribution channels and consists of regional sales managers, key
account managers and sales persons. Regional sales managers sell our products nationwide through national and regional
brokers, with separate organizations focusing on foodservice, grocery chain accounts and special markets. Our sales
managers coordinate our broker sales efforts, make key account calls with buyers or distributors and supervise broker
retail coverage of the products at the store level.
Our sales strategy is centered on individual brands. We allocate promotional spending for each of our brands
and our regional sales managers coordinate promotions with customers. Additionally, our marketing department works
in conjunction with the sales department to coordinate special account activities and marketing support, such as
couponing, public relations and media advertising.
We have a national sales force that is capable of supporting our current brands and quickly integrating and
supporting any newly acquired brands.
Marketing. Our marketing organization is aligned by brand and is responsible for the strategic planning for
each of our brands. We focus on deploying promotional dollars where we believe the spending will have the greatest
impact on sales. Marketing and trade spending support, on a national basis, typically consists of advertising trade
promotions, coupons and cross-promotions with supporting products. Radio, internet, social media and limited television
advertising supplement this activity.
Distribution. We distribute our products through a multiple-channel system that covers every class of customer
nationwide. Due to the different demands of distribution for frozen and shelf-stable products, we maintain separate
distribution systems.
Our shelf-stable distribution network consists of four primary locations, which are leased by us and are
operated for us by a third party logistics provider. In Canada, Mexico and from time to time in the United States we also
use public warehouse and distribution facilities for our shelf-stable products.
Our frozen distribution network consists of six primary locations, which are owned and operated by third party
logistics providers.
Warehousing and distribution for our recently acquired spices & seasonings business is currently being
managed for us by ACH Food Companies pursuant to a transition services agreement that expires on September 3, 2017.
Following the completion of the transition period, we will assume responsibility for warehousing and distribution of the
spices & seasonings products.
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We believe that our distribution systems for shelf-stable and frozen products have sufficient capacity to
accommodate incremental product volume. See Item 2, “Properties” for a listing of our owned and leased distribution
centers and warehouses.
Customers
Our top ten customers accounted for approximately 56.0% of our net sales and 53.4% of our end of the year
receivables for fiscal 2016. Other than Wal-Mart, which accounted for 24.1% of our fiscal 2016 net sales, no single
customer accounted for 10.0% or more of our fiscal 2016 net sales. Other than Wal-Mart, which accounted for 21.2% of
our receivables as of the end of fiscal 2016, no single customer accounted for more than 10.0% of our receivables as of
the end of fiscal 2016. During fiscal 2016, 2015 and 2014, our net sales to foreign countries represented approximately
7.1%, 5.2% and 3.6%, respectively, of our total net sales. Our foreign sales are primarily to customers in Canada. The
increase in net sales to foreign countries in fiscal 2015 and 2016 was primarily attributable to the Green Giant
acquisition completed on November 2, 2015.
Seasonality
Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in
seasons/weather or certain other annual events. In general, our sales are higher in the first and fourth quarters.
We purchase most of the produce used to make our frozen and shelf-stable canned vegetables, pickles, relishes,
peppers, tomatoes and other related specialty items during the months of June through October, and we generally
purchase the majority of our maple syrup requirements during the months of April through August. Consequently, our
liquidity needs are greatest during these periods.
Competition
We face competition in each of our product lines. Numerous brands and products compete for shelf space and
sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion,
brand recognition and loyalty, customer service, advertising and other activities and the ability to identify and satisfy
emerging consumer preferences. We compete with numerous companies of varying sizes, including divisions or
subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial
and other resources and may have lower fixed costs and/or be substantially less leveraged than we are. Our ability to
grow our business could be impacted by the relative effectiveness of, and competitive response to, our product
initiatives, product innovation, advertising and promotional activities. In addition, from time to time, we experience
margin pressure in certain markets as a result of competitors’ pricing practices.
Our products compete not only against other brands in their respective product categories, but also against
products in similar or related product categories. For example, our shelf-stable pickles compete not only with other
brands of shelf-stable pickles, but also with pickle products found in the refrigerated sections of grocery stores, and all
our brands compete against private label products to varying degrees.
Raw Materials
We purchase raw materials, including agricultural products, meat, poultry, flour, other raw materials,
ingredients and packaging materials from growers, commodity processors, other food companies and packaging
suppliers located in U.S. and foreign locations. The principal raw materials for our products include corn, peas, broccoli,
beans, pepper, garlic and other spices, maple syrup, wheat, corn, nuts, cheese, fruits, beans, tomatoes, peppers, meat,
sugar, concentrates, molasses and corn sweeteners. Vegetables for the Green Giant brand are primarily purchased under
dedicated acreage supply contracts from a number of growers prior to each growing season with the remaining demand
being sourced directly from third parties. We purchase certain other agricultural raw materials in bulk or pursuant to
short-term supply contracts. Most of our agricultural products are purchased between April 1 and October 31. We
generally source pepper, garlic and other spices and herbs from locations other than the United States. We purchase the
majority of our maple syrup from Canada. We also use packaging materials, particularly glass jars, cans, cardboard and
plastic containers. The profitability of our business relies in substantial part on the prices we and our co-packers pay for
these raw materials and packaging materials, which can fluctuate due to a number of factors, including changes in crop
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size, national, state and local government sponsored agricultural programs, export demand, currency exchange rates,
natural disasters, weather conditions during the growing and harvesting seasons, water supply, general growing
conditions, the effect of insects, plant diseases and fungi, and glass, metal and plastic prices.
Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can
influence consumer and trade buying patterns.
The cost of labor, manufacturing, energy, fuel, packaging materials and other costs related to the production
and distribution of our food products can from time to time increase significantly and unexpectedly. We attempt to
manage these risks by entering into short-term supply contracts and advance commodities purchase agreements,
implementing cost saving measures and raising sales prices. During the past three years, our cost saving measures and
sales price increases have substantially offset increases to our raw material, ingredient and packaging costs. To the extent
we are unable to offset present and future cost increases, our operating results will be negatively impacted.
Production
Manufacturing. We operate ten manufacturing facilities for our products. See Item 2, “Properties” for a listing
of our manufacturing facilities.
Co-Packing Arrangements. In addition to our own manufacturing facilities, we source a significant portion of
our products under “co-packing” arrangements, a common industry practice in which manufacturing is outsourced to
other companies. We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of
our products and to utilize company-owned manufacturing facilities most effectively. Third parties located in U.S. and
foreign locations produce our Baker’s Joy, Bear Creek Country Kitchens, Canoleo, Cream of Rice, Crock Pot, Green
Giant, JJ Flats, Joan of Arc, Le Sueur, MacDonald’s, New York Flatbreads, Pirate Brands, Regina, Spring Tree, Static
Guard, Sugar Twin and TrueNorth products and certain B&G, Cary’s, Cream of Wheat, Emeril’s, Las Palmas and
Ortega products under co-packing agreements or purchase orders. Each of our co-packers produces products for other
companies as well. We believe that there are alternative sources of co-packing production readily available for the
majority of our products, although we may experience short-term disturbances in our operations if we are required to
change our co-packing arrangements unexpectedly.
Approximately 60% of our Green Giant products are co-packed for us by third-party manufacturers located in
the United States, Canada, Europe and Peru. We manufacture approximately 25% of the Green Giant products in
Irapuato, Mexico at a facility we acquired from General Mills as part of the Green Giant acquisition. The remaining
Green Giant products are manufactured for us by General Mills at a General Mills facility located in Belvidere, Illinois
pursuant to a two-year transition co-packing agreement that expires on November 2, 2017. During this transition period,
we are shifting this production to an existing B&G Foods manufacturing facility and one or more co-packers.
Trademarks and Licensing Agreements
Trademarks. We consider our trademarks, in the aggregate, to be material to our business. We protect our
trademarks by registration in the United States, Canada and in other countries where we sell our products. We also
oppose any infringement in key markets. Trademark protection continues in some countries for as long as the mark is
used and in other countries for as long as it is registered. Registrations generally are for renewable, fixed terms.
Examples of our trademarks and registered trademarks include Ac’cent, B&G, B&G Sandwich Toppers, B&M,
Baker’s Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary’s, Cream of Rice, Cream of Wheat, Devonsheer,
Don Pepino, Durkee, Emeril’s, Grandma’s, Green Giant, JJ Flats, Joan of Arc, Las Palmas, Le Sueur, MacDonald’s,
Mama Mary’s, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, New York Flatbreads, New York Style,
Old London, Original Tings, Ortega, Pirate’s Booty, Polaner, Regina, Sa-són, Sclafani, Smart Puffs, Spice Islands,
Spring Tree, Static Guard, Sugar Twin, Tone’s, Trappey’s, TrueNorth, Underwood, Vermont Maid, Victoria, Weber and
Wright’s.
Inbound License Agreements. From time to time we enter into in-bound licensing agreements. For example, we
sell our Emeril’s brand products pursuant to a license agreement with Sequential Brands Group, Cream of Wheat
Cinnabon®, a co-branded product, pursuant to a licensing agreement with Cinnabon, Inc., Crock Pot® Seasoning Mixes
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pursuant to a licensing agreement with Sunbeam Products, Inc. dba Jarden Consumer Solutions, Weber seasonings and
other flavor enhancers pursuant to a licensing agreement with Weber-Stephen Products LLC and French’s® seasoning
mixes pursuant to a licensing agreement with French’s Food Company LLC. In addition, from time to time, our Pirate
Brands products, Cream of Wheat products and products of certain other of our brands license from third parties, a
variety of trademarks, including various Disney, Marvel and Nickelodeon characters.
Outbound License Agreements. We also enter from time to time enter into outbound license agreements for our
trademarks and other intellectual property. For example, the Green Giant trademark is licensed to third parties for use in
connection with their sale of fresh produce in the United States and Europe. We also license the Green Giant name and
related intellectual property to General Mills for use with its sale of frozen and shelf stable products in Europe, Asia and
in various other locations outside of the United States and Canada.
Employees and Labor Relations
As of December 31, 2016, our workforce consisted of 2,590 employees. Of that total, 2,346 employees were
engaged in manufacturing, 133 were engaged in marketing and sales, 63 were engaged in warehouse and distribution and
48 were engaged in administration. Approximately 60% of our employees, located at five facilities in the United States
and one facility in Mexico, are covered by collective bargaining agreements. The agreements covering employees at the
five facilities in the United States, which vary in term depending on the location, expire on April 29, 2017 (Portland,
Maine; Bakery, Confectionery, Tobacco Workers and Grain Millers International Union, AFL-CIO, Local No. 334),
December 31, 2019 (Brooklyn, NY; United Food and Commercial Workers, Local No. 342), March 31, 2020 (Roseland,
New Jersey; International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America, Local
No. 863), April 5, 2020 (Ankeny, Iowa; International Brotherhood of Teamsters, Local No. 238) and March 27, 2021
(Stoughton, Wisconsin; Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy Employees and Helpers
Union, Local No. 695). There are two unions representing employees at our facility in Mexico, (1) the Industrial Union
of Stevedore Workers, Cargo Transport Operators and Similar from the Mexican Republic and (2) the Union of
Agriculture Workers at the Service of the Region, and our collective bargaining agreements with these two unions do not
expire, however, certain terms of the agreements must be reviewed periodically. The collective bargaining agreement
covering our Portland facility, which covers approximately 80 employees, is the only collective bargaining agreement
expiring in the next twelve months. While we believe that our relations with our union employees are in general good,
we cannot assure you that we will be able to negotiate a new collective bargaining agreement for our Portland facility on
terms satisfactory to us, or at all, and without production interruptions, including labor stoppages. At this time, however,
management does not expect that the outcome of these negotiations will have a material adverse impact on our business,
financial condition or results of operations.
Government Regulation
As a manufacturer and marketer of food and household products, our operations are subject to extensive
regulation by the United States Food and Drug Administration (FDA), the United States Department of Agriculture
(USDA), the Federal Trade Commission (FTC), the Consumer Product Safety Commission (CPSC), the United States
Department of Labor, the Environmental Protection Agency and various other federal, state, local and foreign authorities
(including government authorities in Canada and Mexico) regarding the manufacturing, processing, packaging, storage,
labeling, sale and distribution of our products and the health and safety of our employees. Our manufacturing facilities
and products are subject to periodic inspection by federal, state, local and foreign authorities. In addition, our meat
processing operation in Portland, Maine is subject to daily inspection by the USDA.
We are subject to the Food, Drug and Cosmetic Act and the Food Safety Modernization Act and the regulations
promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the
manufacturing, composition and ingredients, labeling, packaging and safety of food. We are also subject to the U.S.
Bio-Terrorism Act of 2002 which imposes on us import and export regulations. Under the Bio-Terrorism Act we are
required, among other things, to provide specific information about the food products we ship into the United States and
to register our manufacturing, warehouse and distribution facilities with the FDA.
We believe that we are currently in substantial compliance with all material governmental laws and regulations
and maintain all material permits and licenses relating to our operations. Nevertheless, there can be no assurance that we
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are in full compliance with all such laws and regulations or that we will be able to comply with any future laws and
regulations in a cost-effective manner. Failure by us to comply with applicable laws and regulations could subject us to
civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, all of which could
have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.
Environmental Matters
Environmental Sustainability. As part of our commitment to being a good corporate citizen, we consider
environmental sustainability to be an important strategic focus area. For instance, our manufacturing operations have a
variety of initiatives in place to reduce energy usage, conserve water, improve wastewater management, reduce
packaging and where possible use recycled and recyclable packaging. We continue to evaluate and modify our
manufacturing and other processes on an ongoing basis to further reduce our impact on the environment, conserve water
and reduce waste.
Environmental Laws and Regulations. We are also subject to environmental laws and regulations in the normal
course of business. We have not made any material expenditures during the last three fiscal years 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 business, consolidated financial condition, results of operations or liquidity. However, we
cannot predict what environmental laws 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 laws or regulations or to respond to such environmental claims.
Available Information
Under the Securities Exchange Act of 1934, as amended, we are required to file with or furnish to the SEC
annual, quarterly and current reports, proxy and information statements and other information. You may read and copy
any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.
Please call the SEC at 1.800.SEC.0330 for further information about the public reference room. The SEC maintains an
internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. We file electronically with the SEC.
We make available, free of charge, through the investor relations section of our web site, our reports on
Forms 10-K, 10-Q and 8-K, and amendments to those reports, filed with or furnished to the SEC as soon as reasonably
practicable after they are filed or furnished to the SEC. The address for the investor relations section of our web site is
http://ir.bgfoods.com.
The full text of the charters for each of the audit, compensation and nominating and governance committees of
our board of directors as well as our Code of Business Conduct and Ethics is available at the investor relations section of
our web site, http://ir.bgfoods.com. Our Code of Business Conduct and Ethics applies to all of our employees, officers
and directors, including our chief executive officer and our chief financial officer and principal accounting officer. We
intend to disclose any amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that
applies to our chief executive officer or chief financial officer and principal accounting officer in the investor relations
section of our web site.
The information contained on our web site is not part of, and is not incorporated in, this or any other report we
file with or furnish to the SEC.
Item 1A. Risk Factors.
Any investment in our company will be subject to risks inherent to our business. Before making an investment
decision, investors should carefully consider the risks described below together with all of the other information included
in this report. The risks and uncertainties described below are not the only ones facing our company. Additional risks
and uncertainties that we are not aware of or focused on or that we currently deem immaterial may also impair our
business operations. This report is qualified in its entirety by these risk factors.
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Any of the following risks could materially and adversely affect our business, consolidated financial condition,
results of operations or liquidity. In that case, holders of our securities may lose all or part of their investment.
Risks Specific to Our Company
The packaged food industry is highly competitive.
The packaged food industry is highly competitive. Numerous brands and products, including private label
products, compete for shelf space and sales, with competition based primarily on product quality, convenience, price,
trade promotion, brand recognition and loyalty, customer service, effective consumer advertising and promotional
activities and the ability to identify and satisfy emerging consumer preferences. We compete with a significant number
of companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have
multiple product lines, substantially greater financial and other resources available to them and may have lower fixed
costs and/or are substantially less leveraged than our company. If we are unable to continue to compete successfully with
these companies or if competitive pressures or other factors cause our products to lose market share or result in
significant price erosion, our business, consolidated financial condition, results of operations or liquidity could be
materially and adversely affected.
We may be unable to maintain our profitability in the face of a consolidating retail environment.
Our largest customer, Wal-Mart, accounted for 24.1% of our fiscal 2016 net sales, and our ten largest customers
together accounted for approximately 56.0% of our fiscal 2016 net sales. 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. Further, these customers are reducing their inventories and increasing their
emphasis on products that hold either the number one or number two market position and private label products. If we
fail to use our sales and marketing expertise to maintain our category leadership positions to respond to these trends, or if
we lower our prices or increase promotional support of our products and are unable to increase the volume of our
products sold, our profitability and financial condition may be adversely affected.
We are vulnerable to decreases in the supply and increases in the price of raw materials and labor, manufacturing,
distribution and other costs, and we may not be able to offset increasing costs by increasing prices to our customers.
We purchase agricultural products, including vegetables and spices and seasonings, meat, poultry, other raw
materials, ingredients and packaging materials from growers, commodity processors, other food companies and
packaging manufacturers. Raw materials, ingredients and packaging materials are subject to increases in price
attributable to a number of factors, including changes in crop size, federal and state agricultural programs, export
demand, currency exchange rates, energy and fuel costs, water supply, weather conditions during the growing and
harvesting seasons, insects, plant diseases and fungi, and glass, metal and plastic prices. Fluctuations in commodity
prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying
patterns. The cost of labor, manufacturing, energy, fuel, packaging materials and other costs related to the production
and distribution of our products can from time to time increase significantly and unexpectedly. We attempt to manage
these risks by entering into short-term supply contracts and advance commodities purchase agreements from time to
time, by implementing cost saving measures and by raising sales prices. During the past three years, our cost saving
measures and sales price increases substantially offset increases to our raw material, ingredient and packaging costs. To
the extent we are unable to offset present and future cost increases, our operating results will be negatively impacted.
We may be unable to offset any reduction in net sales in our mature food product categories through an increase in
trade spending for these categories or an increase in net sales in other categories.
Most of our food product categories are mature and certain categories have experienced declining consumption
rates from time to time. If consumption rates and sales in our mature food product categories decline, our revenue and
operating income may be adversely affected, and we may not be able to offset this decrease in business with increased
trade spending or an increase in sales or profitability of other products and product categories.
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We may have difficulties integrating acquisitions or identifying new acquisitions.
A major part of our strategy is to grow through acquisition. We completed the spices & seasonings acquisition
and the Victoria acquisition in November 2016 and December 2016, respectively, and we expect to pursue additional
acquisitions of food product lines and businesses. However, we may be unable to identify and consummate additional
acquisitions or may be unable to successfully integrate and manage the product lines or businesses that we have recently
acquired or may acquire in the future. In addition, we may be unable to achieve a substantial portion of any anticipated
cost savings from acquisitions or other anticipated benefits in the timeframe we anticipate, or at all. Moreover, any
acquired product lines or businesses may require a greater than anticipated amount of trade, promotional and capital
spending. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies,
services and products of the acquired companies, personnel turnover and the diversion of management’s attention from
other business concerns. Any inability by us to integrate and manage any product lines or businesses that we have
recently acquired or may acquire in the future in a timely and efficient manner, any inability to achieve a substantial
portion of any anticipated cost savings or other anticipated benefits from these acquisitions in the time frame we
anticipate or any unanticipated required increases in trade, promotional or capital spending could adversely affect our
business, consolidated financial condition, results of operations or liquidity. Moreover, future acquisitions by us could
result in our incurring substantial additional indebtedness, being exposed to contingent liabilities or incurring the
impairment of goodwill and other intangible assets, all of which could adversely affect our financial condition, results of
operations and liquidity.
We may be faced with a disruption in sales of certain of our Green Giant products if we are unable to timely
complete a capital project to move production of those products from a General Mills manufacturing facility to one of
our manufacturing facilities or a co-packer.
Approximately 10% of our Green Giant products are manufactured for us by General Mills utilizing equipment
we acquired as part of the Green Giant acquisition and currently located in a General Mills facility in Belvidere, Illinois,
pursuant to a two-year transition co-packing agreement that expires on November 2, 2017. During fiscal 2016, we
initiated a capital project to relocate the acquired Belvidere manufacturing equipment to an existing B&G Foods
manufacturing facility and one or more co-packers. We anticipate that the project will be completed in fiscal 2017;
however, if there are any unanticipated delays in the completion of the capital project and our existing inventories of
those Green Giant products at the end of the transition period are insufficient to meet customer demand, we may face a
material disruption in sales that could have a material adverse effect on our financial condition, results of operations and
liquidity.
We have substantial indebtedness, which could restrict our ability to pay dividends and impact our financing options
and liquidity position.
At December 31, 2016, we had total long-term indebtedness of $1,749.8 million (before debt discount),
including $1,049.8 million principal amount of senior secured indebtedness and $700.0 million principal amount of
senior unsecured indebtedness. Our ability to pay dividends is subject to contractual restrictions contained in the
instruments governing our indebtedness. Although our credit agreement and the indenture governing our senior notes
(which we refer to as the senior notes indenture) contain covenants that restrict our ability to incur debt, as long as we
meet these covenants we will be able to incur additional indebtedness. The degree to which we are leveraged on a
consolidated basis could have important consequences to the holders of our securities, including:
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our ability in the future to obtain additional financing for working capital, capital expenditures or
acquisitions may be limited;
we may not be able to refinance our indebtedness on terms acceptable to us or at all;
a significant portion of our cash flow is likely to be dedicated to the payment of interest on our
indebtedness, thereby reducing funds available for future operations, capital expenditures, acquisitions
and/or dividends on our common stock; and
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we may be more vulnerable to economic downturns and be limited in our ability to withstand
competitive pressures.
We are subject to restrictive debt covenants and other requirements related to our debt that limit our business
flexibility by imposing operating and financial restrictions on our operations.
The agreements governing our indebtedness impose significant operating and financial restrictions on us. These
restrictions prohibit or limit, among other things:
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the incurrence of additional indebtedness and the issuance of certain preferred stock or redeemable
capital stock;
the payment of dividends on, and purchase or redemption of, capital stock;
a number of restricted payments, including investments;
specified sales of assets;
specified transactions with affiliates;
the creation of certain types of liens;
consolidations, mergers and transfers of all or substantially all of our assets; and
entry into certain sale and leaseback transactions.
Our credit agreement requires us to maintain specified financial ratios and satisfy financial condition tests,
including, without limitation, a maximum leverage ratio and a minimum interest coverage ratio.
Our ability to comply with the ratios or tests may be affected by events beyond our control, including prevailing
economic, financial and industry conditions. A breach of any of these covenants, or failure to meet or maintain ratios or
tests could result in a default under our credit agreement and/or our senior notes indenture. Certain events of default
under our credit agreement and our senior notes indenture would prohibit us from paying dividends on our common
stock. In addition, upon the occurrence of an event of default under our credit agreement or our senior notes indenture,
the lenders could elect to declare all amounts outstanding under the credit agreement and the senior notes, together with
accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the credit agreement
lenders could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the
payment of the indebtedness, our assets may not be sufficient to repay in full this indebtedness and our other
indebtedness.
To service our indebtedness, we require a significant amount of cash. Our ability to generate cash depends on many
factors beyond our control.
Our ability to make interest payments on and to refinance our indebtedness, and to fund planned capital
expenditures and potential acquisitions depends on our ability to generate cash flow from operations in the future. This
ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors
that are beyond our control.
A significant portion of our cash flow from operations is dedicated to servicing our debt requirements. In
addition, in accordance with our current dividend policy we intend to continue distributing a significant portion of any
remaining cash flow to our stockholders as dividends.
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Our ability to continue to expand our business is, to a certain extent, dependent upon our ability to borrow
funds under our credit agreement and to obtain other third-party financing, including through the issuance and sale of
additional debt or equity securities.
Financial market conditions may impede our access to, or increase the cost of, financing for acquisitions.
Any future financial market disruptions or tightening of the credit markets, may make it more difficult for us to
obtain financing for acquisitions or increase the cost of obtaining financing. In addition, our borrowing costs can be
affected by short and long-term debt ratings assigned by independent rating agencies that are based, in significant part,
on our performance as measured by credit metrics such as interest coverage and leverage ratios. A decrease in these
ratings could increase our cost of borrowing or make it more difficult for us to obtain financing.
Future disruptions in the credit markets or other factors, could impair our ability to refinance our debt upon terms
acceptable to us or at all.
Our $500.0 million revolving credit facility and our $233.6 million of tranche A term loan borrowings mature
on June 5, 2019, our $640.1million of tranche B term loan borrowings mature on November 2, 2022 and our
$700.0 million of senior notes mature on June 1, 2021. Our ability to raise debt or equity capital in the public or private
markets in order to effect a refinancing of our debt at or prior to maturity could be impaired by various factors, including
factors beyond our control. For example, in recent years U.S. credit markets experienced significant dislocations and
liquidity disruptions that caused the spreads on prospective debt financings to widen considerably. These circumstances
materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain
cases resulted in the unavailability of certain types of debt financing. Any future uncertainty in the credit markets could
negatively impact our ability to access additional debt financing or to refinance existing indebtedness on favorable terms,
or at all. In addition, any future uncertainty in other financial markets in the U.S. could make it more difficult or costly
for us to raise capital through the issuance of common stock or other equity securities. Any of these risks could impair
our ability to fund our operations or limit our ability to expand our business or increase our interest expense, which could
have a material adverse effect on our financial results.
If we are unable to refinance our indebtedness at or prior to maturity on commercially reasonable terms or at
all, we would be forced to seek other alternatives, including:
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sales of assets;
sales of equity; and
negotiations with our lenders or noteholders to restructure the applicable debt.
If we are forced to pursue any of the above options, our business and/or the value of an investment in our
securities could be adversely affected.
We rely on co-packers for a significant portion of our manufacturing needs, and the inability to enter into additional
or future co-packing agreements may result in our failure to meet customer demand.
We rely upon co-packers for a significant portion of our manufacturing needs. The success of our business
depends, in part, on maintaining a strong sourcing and manufacturing platform. We believe that there are a limited
number of competent, high-quality co-packers in the industry, and if we were required to obtain additional or alternative
co-packing agreements or arrangements in the future, we can provide no assurance that we would be able to do so on
satisfactory terms or in a timely manner. Our inability to enter into satisfactory co-packing agreements could limit our
ability to implement our business plan or meet customer demand.
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We rely on the performance of major retailers, wholesalers, specialty distributors and mass merchants for the success
of our business, and should they perform poorly or give higher priority to other brands or products, our business
could be adversely affected.
We sell our products principally to retail outlets and wholesale distributors including, traditional supermarkets,
mass merchants, warehouse clubs, wholesalers, foodservice distributors and direct accounts, specialty food distributors,
military commissaries and non-food outlets such as drug store chains, dollar stores and e-tailers. The replacement by or
poor performance of our major wholesalers, retailers or chains or our inability to collect accounts receivable from our
customers could materially and adversely affect our results of operations and financial condition. In addition, our
customers offer branded and private label products that compete directly with our products for retail shelf space and
consumer purchases. Accordingly, there is a risk that our customers may give higher priority to their own products or to
the products of our competitors. In the future, our customers may not continue to purchase our products or provide our
products with adequate levels of promotional support. It is also possible that our customers may replace our branded
products with private label products.
We may be unable to anticipate changes in consumer preferences and consumer demographics, which may result in
decreased demand for our products.
Our success depends in part on our ability to anticipate and offer products that appeal to the changing tastes,
dietary habits and product packaging preferences of consumers in the market categories in which we compete. If we are
not able to anticipate, identify or develop and market products that respond to these changes in consumer preferences,
whether resulting from changing consumer demographics or otherwise, demand for our products may decline and our
operating results may be adversely affected. In addition, we may incur significant costs related to developing and
marketing new products or expanding our existing product lines in reaction to what we perceive to be increased
consumer preference or demand. Such development or marketing may not result in the volume of sales or profitability
anticipated.
Severe weather conditions and natural disasters can affect crop supplies and reduce our operating results.
Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes or pestilence, may
affect the supply of the raw materials that we use for our products. Our maple syrup products, for instance, are
particularly susceptible to severe freezing conditions in Québec, Canada and Vermont during the season in which maple
syrup is produced. Our Green Giant frozen vegetable manufacturing facility in Irapuato, Mexico is located in a region
affected by water scarcity and restrictions on usage. Competing manufacturers can be affected differently by weather
conditions and natural disasters depending on the location of their supplies. If our supplies of raw materials are reduced,
we may not be able to find supplemental supply sources on favorable terms or at all, which could adversely affect our
business and operating results.
Climate change, water scarcity or legal, regulatory, or market measures to address climate change or water scarcity,
could negatively affect our business and operations.
In the event that climate change has a negative effect on agricultural productivity, we may be subject to
decreased availability or less favorable pricing for certain commodities that are necessary for our products. We may also
be subjected to decreased availability or less favorable pricing for water as a result of such change, which could impact
our manufacturing and distribution operations. For example, our Green Giant frozen vegetable manufacturing facility in
Irapuato, Mexico is already affected by water scarcity in that region of Mexico. Any further restrictions on, or loss of,
water rights due to water scarcity, water rights violations or otherwise for our Irapuato manufacturing facility could have
a material adverse effect on our business and operating results.
The increasing concern over climate change also may result in more regional, federal, foreign and/or global
legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases. In the event that such regulation
is enacted and is more aggressive than the sustainability measures that we are currently undertaking to monitor our
emissions and improve our energy and resource efficiency, we may experience significant increases in our
manufacturing and distribution costs. In particular, increasing regulation of fuel emissions could substantially increase
the supply chain and distribution costs associated with our products. As a result, climate change or increased concern
over climate change could negatively affect our business and operations.
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Most of our products are sourced from single manufacturing sites, which means disruptions in our or our co-packers
operations for any number of reasons could have a material adverse effect on our business.
Our products are manufactured at many different manufacturing facilities, including our ten manufacturing
facilities and manufacturing facilities operated by our co-packers. However, in most cases, individual products are
produced only at a single location. If any of these manufacturing locations experiences a disruption for any reason,
including a work stoppage, power failure, fire, or weather related condition or natural disaster, etc., this could result in a
significant reduction or elimination of the availability of some of our products. If we were not able to obtain alternate
production capability in a timely manner or on satisfactory terms, this could have a material adverse effect on our
business, consolidated financial condition, results of operations or liquidity.
Our operations are subject to numerous laws and governmental regulations, exposing us to potential claims and
compliance costs that could adversely affect our business.
Our operations are subject to extensive regulation by the FDA, the USDA, the FTC, the CPSC, the United
States Department of Labor, the Environmental Protection Agency and various other federal, state, local and foreign
authorities. We are also subject to U.S. laws affecting operations outside of the United States, including anti-bribery laws
such as the Foreign Corrupt Practices Act (FCPA). Any changes in these laws and regulations, or any changes in how
existing or future laws or regulations will be enforced, administered or interpreted could increase the cost of developing,
manufacturing and distributing our products or otherwise increase the cost of conducting our business, or expose us to
additional risk of liabilities and claims, which could have a material adverse effect on our business, consolidated
financial condition, results of operations or liquidity. In addition, failure by us to comply with applicable laws and
regulations, including future laws and regulations, could subject us to civil remedies, including fines, injunctions, recalls
or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our business,
consolidated financial condition, results of operations or liquidity. See Item 1, “Business—Government Regulation” and
“—Environmental Matters.”
Failure by third-party co-packers or suppliers of raw materials to comply with food safety, environmental or other
regulations may disrupt our supply of certain products and adversely affect our business.
We rely on co-packers to produce certain of our products and on other suppliers to supply raw materials. Such
co-packers and other suppliers, whether in the United States or outside the United States, are subject to a number of
regulations, including food safety and environmental regulations. Failure by any of our co-packers or other suppliers to
comply with regulations, or allegations of compliance failure, may disrupt their operations. Disruption of the operations
of a co-packer or other suppliers could disrupt our supply of product or raw materials, which could have an adverse
effect on our business, consolidated financial condition, results of operations or liquidity. Additionally, actions we may
take to mitigate the impact of any such disruption or potential disruption, including increasing inventory in anticipation
of a potential production or supply interruption, may adversely affect our business, consolidated financial condition,
results of operations or liquidity.
A recall of our products could have a material adverse effect on our business. In addition, we may be subject to
significant liability should the consumption of any of our products cause injury, illness or death.
The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may
result from mislabeling, tampering by unauthorized third parties or product contamination or spoilage, including the
presence of foreign objects, substances, chemicals, other agents or residues introduced during the growing,
manufacturing, storage, handling or transportation phases of production. Under certain circumstances, we may be
required to recall products, leading to a material adverse effect on our business, consolidated financial condition, results
of operations or liquidity. Even if a situation does not necessitate a recall, product liability claims might be asserted
against us. We have from time to time been involved in product liability lawsuits, none of which have been material to
our business. While we are subject to governmental inspection and regulations and believe our facilities comply in all
material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged
to have caused, a health-related illness in the future we may become subject to claims or lawsuits relating to such
matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any
assertion that our products caused injury, illness or death could adversely affect our reputation with existing and
potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered
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by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product
liability insurance and product contamination insurance in amounts we believe to be adequate. However, we cannot
assure you that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our
insurance coverage. A product liability judgment against us or a product recall or the damage to our reputation resulting
therefrom could have a material adverse effect on our business, consolidated financial condition, results of operations or
liquidity.
Pending and future litigation may lead us to incur significant costs.
We are, or may become, party to various lawsuits and claims arising in the normal course of business, which
may include lawsuits or claims relating to contracts, intellectual property, product recalls, product liability, the marketing
and labeling of products, employment matters, environmental matters or other aspects of our business. Even when not
merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in
defending these lawsuits. In addition, we may be required to pay damage awards or settlements or become subject to
injunctions or other equitable remedies, which could have a material adverse effect on our business, consolidated
financial condition, results of operations or liquidity. The outcome of litigation is often difficult to predict, and the
outcome of pending or future litigation may have a material adverse effect on our business, consolidated financial
condition, results of operations or liquidity.
Consumer concern regarding the safety and quality of food products or health concerns could adversely affect sales
of certain of our products.
If consumers in our principal markets lose confidence in the safety and quality of our food products even
without a product liability claim or a product recall, our business could be adversely affected. Consumers have been
increasingly focused on food safety and health and wellness with respect to the food products they buy. We have been
and will continue to be impacted by publicity concerning the health implications of food products generally, which could
negatively influence consumer perception and acceptance of our products and marketing programs. Developments in any
of these areas could cause our results to differ materially from results that have been or may be projected.
A weakening of the U.S. dollar in relation to the Canadian dollar would significantly increase our future costs
relating to the production of maple syrup products.
We purchase a significant majority of our maple syrup requirements from suppliers in Québec, Canada. A
weakening of the U.S. dollar in relation to the Canadian dollar would significantly increase our future costs relating to
the production of our maple syrup products to the extent we have not purchased Canadian dollars or otherwise entered
into a currency hedging arrangement in advance of any such weakening of the U.S. dollar. These increased costs may
not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S. dollar
would have on our net sales in Canada.
Our operations in foreign countries are subject to political, economic and foreign currency risk.
Our relationships with foreign suppliers and co-packers as well as our manufacturing location in Irapuato,
Mexico also subject us to the risks of doing business outside the United States. The countries from which we source our
raw materials and certain of our finished goods may be subject to political and economic instability, and may
periodically enact new or revise existing laws, taxes, duties, quotas, tariffs, currency controls or other restrictions to
which we are subject, including restrictions on the transfer of funds to and from foreign countries or the nationalization
of operations. Our products are subject to import duties and other restrictions, and the U.S. government may periodically
impose new or revise existing duties, quotas, tariffs or other restrictions to which we are subject, including restrictions
on the transfer of funds to and from foreign countries.
In particular, if the United States takes action to withdraw from or materially modify the North American Free
Trade Agreement (NAFTA) or certain other international trade agreements, or establish a “border tax,” our business,
financial condition and results of operations could be materially and adversely affected.
In addition, changes in respective wage rates among the countries from which we and our competitors source
product could substantially impact our competitive position. Changes in exchange rates, import/export duties or relative
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international wage rates applicable to us or our competitors could adversely impact our business, financial condition and
results of operations. These changes may impact us in a different manner than our competitors.
Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange
rates. These fluctuations could cause material variations in our results of operations. Our principal exposures are to the
Canadian dollar and the Mexican peso. For example, our foreign sales are primarily to customers in Canada. Net sales in
Canada accounted for 7.1% of our total net sales in 2016. Although our sales for export to other countries are generally
denominated in U.S. dollars, our sales to Canada are generally denominated in Canadian dollars. As a result, our net
sales to Canada are subject to the effect of foreign currency fluctuations, and these fluctuations could have an adverse
impact on operating results. From time to time, we may enter into agreements that are intended to reduce the effects of
our exposure to currency fluctuations, but these agreements may not be effective in significantly reducing our exposure.
Litigation regarding our trademarks and any other proprietary rights and intellectual property infringement claims
may have a significant negative impact on our business.
We maintain an extensive trademark portfolio that we consider to be of significant importance to our business.
If the actions we take to establish and protect our trademarks and other proprietary rights are not adequate to prevent
imitation of our products by others or to prevent others from seeking to block sales of our products as an alleged
violation of their trademarks and proprietary rights, it may be necessary for us to initiate or enter into litigation in the
future to enforce our trademark rights or to defend ourselves against claimed infringement of the rights of others. Any
legal proceedings could result in an adverse determination that could have a material adverse effect on our business,
consolidated financial condition, results of operations or liquidity.
We face risks associated with our defined benefit pension plans and multiemployer pension plan obligations.
We maintain four defined benefit pension plans that cover approximately one third of our employees. A
deterioration in the value of plan assets resulting from poor market performance, a general financial downturn or
otherwise could cause an increase in the amount of contributions we are required to make to these plans. For example,
our defined benefit pension plans may from time to time move from an overfunded to underfunded status driven by
decreases in plan asset values that may result from changes in long-term interests rates and disruptions in U.S. or global
financial markets. Additionally, historically low interest rates coupled with poor market performance would have the
effect of decreasing the funded status of these plans which would result in greater required contributions. For a more
detailed description of these plans, see Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Critical Accounting Policies; Use of Estimates—Pension Expense” and Note 12, “Pension
Benefits,” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
We also participate in a multiemployer pension plan maintained by the labor union representing certain of our
employees at our Portland, Maine facility. We make periodic contributions to this plan pursuant to the terms of a
collective bargaining agreement. In the event that we withdraw from participation in this plan or substantially reduce our
participation in this plan (such as due to a workforce reduction), applicable law could require us to make withdrawal
liability payments to the plan, and we would have to reflect that liability on our balance sheet. The amount of our
withdrawal liability would depend on the extent of this plan’s funding of vested benefits at the time of our withdrawal.
Furthermore, our withdrawal liability could increase as the number of employers participating in this plan decreases.
For a more detailed description of this multiemployer plan, see Note 12, “Pension Benefits,” to our
consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
An obligation to make additional, unanticipated contributions to our defined benefit plans or the multiemployer
plan described above could reduce the cash available for working capital and other corporate uses, and may have a
material adverse effect on our business, consolidated financial position, results of operations and liquidity.
Our financial well-being could be jeopardized by unforeseen changes in our employees’ collective bargaining
agreements, shifts in union policy or labor disruptions in the food industry.
As of December 31, 2016, approximately 60% of our 2,590 employees were covered by collective bargaining
agreements. A prolonged work stoppage or strike at any of our facilities with union employees or a significant work
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disruption from other labor disputes in the food or related industries could have a material adverse effect on our
business, consolidated financial condition, results of operations or liquidity. We are currently in negotiations for a new
collective bargaining agreement to replace the existing collective bargaining agreement for our Portland, Maine
manufacturing facility, which covers approximately 80 employees, that is scheduled to expire on April 29, 2017.
However, we cannot assure you that we will be able to negotiate a new collective bargaining agreement for our Portland
facility on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages. If prior to
the expiration of the collective bargaining agreement for the Portland facility or prior to the expiration of any of our
other existing collective bargaining agreements we are unable to reach new agreements without union action or any such
new agreements are not on terms satisfactory to us, our business, consolidated financial condition, results of operations
or liquidity could be materially and adversely affected.
We are increasingly dependent on information technology; Disruptions, failures or security breaches of our
information technology infrastructure could have a material adverse effect on our operations.
Information technology is critically important to our business operations. We rely on information technology
networks and systems, including the Internet, to process, transmit and store electronic and financial information, to
manage a variety of business processes and activities, including manufacturing, financial, logistics, sales, marketing and
administrative functions. We depend on our information technology infrastructure to communicate internally and
externally with employees, customers, suppliers and others. We also use information technology networks and systems
to comply with regulatory, legal and tax requirements. These information technology systems, many of which are
managed by third parties or used in connection with shared service centers, may be susceptible to damage, disruptions or
shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof,
power outages, hardware failures, computer viruses, attacks by computer hackers or other cybersecurity risks,
telecommunication failures, user errors, natural disasters, terrorist attacks or other catastrophic events. If any of our
significant information technology systems suffer severe damage, disruption or shutdown, and our disaster recovery and
business continuity plans do not effectively resolve the issues in a timely manner, our product sales, financial condition
and results of operations may be materially and adversely affected, and we could experience delays in reporting our
financial results.
In addition, if we are unable to prevent physical and electronic break-ins, cyber-attacks and other information
security breaches, we may suffer financial and reputational damage, be subject to litigation or incur remediation costs or
penalties because of the unauthorized disclosure of confidential information belonging to us or to our partners,
customers, suppliers or employees. The mishandling or inappropriate disclosure of non-public sensitive or protected
information could lead to the loss of intellectual property, negatively impact planned corporate transactions or damage
our reputation and brand image. Misuse, leakage or falsification of legally protected information could also result in a
violation of data privacy laws and regulations and have a negative impact on our reputation, business, financial condition
and results of operations.
We may experience difficulties fully implementing our new enterprise resource planning system.
We are implementing a new enterprise resource planning (ERP) system. The implementation of the new ERP
system has required, and will continue to require, the investment of significant financial and human resources. We may
not be able to complete successfully the full implementation of the ERP systems without experiencing difficulties. Any
disruptions, delays or deficiencies in the design and implementation of the new ERP system could adversely affect our
ability to produce products, process orders, ship products, provide services and customer support, send invoices and
track payments, fulfill contractual obligations, effectively integrate the spices & seasonings business into our
infrastructure prior to the expiration of the transition services agreement, or otherwise operate our business. It is also
possible that the migration to a new ERP system could adversely affect our internal controls over financial reporting.
If we are unable to retain our key management personnel, our growth and future success may be impaired and our
results of operations could suffer as a result.
Our success depends to a significant degree upon the continued contributions of senior management, certain of
whom would be difficult to replace. As a result, departure by members of our senior management could have a material
adverse effect on our business and results of operations. In addition, we do not maintain key-man life insurance on any
of our executive officers.
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We are a holding company and we rely on dividends, interest and other payments, advances and transfers of funds
from our subsidiaries to meet our obligations.
We are a holding company, with all of our assets held by our direct and indirect subsidiaries, and we rely on
dividends and other payments or distributions from our subsidiaries to meet our debt service obligations and to enable us
to pay dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us depends
on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of
organization (which may limit the amount of funds available for the payment of dividends), agreements of those
subsidiaries, our credit agreement, our senior notes indenture and the covenants of any future outstanding indebtedness
we or our subsidiaries incur.
Future changes that increase cash taxes payable by us could significantly decrease our future cash flow available to
make interest and dividend payments with respect to our securities.
We are able to amortize goodwill and certain intangible assets within the meaning of Section 197 of the Internal
Revenue Code of 1986. We expect to be able to amortize for tax purposes approximately $1,288.0 million between
2017 and 2031. The expected annual deductions are approximately $118.8 million for fiscal 2017, approximately $116.1
million for fiscal 2018, approximately $111.8 million for fiscal 2019, approximately $110.2 million for fiscal 2020,
approximately $107.3 million for fiscal 2021, approximately $96.3 million for fiscal 2022, approximately $94.1 million
per year for fiscal 2023 through 2024, approximately $93.9 million for fiscal 2025, approximately $90.2 million for
fiscal 2026, approximately $70.6 million for fiscal 2027, approximately $62.8 million for fiscal 2028, approximately
$55.6 million for fiscal 2029, approximately $49.5 million for fiscal 2030, and approximately $16.7 million for fiscal
2031. If there is a change in U.S. federal tax policy that reduces any of these available deductions, eliminates or reduces
the interest deduction we receive on our substantial indebtedness, or otherwise results in an increase in our corporate tax
rate, our cash taxes payable would increase, which could significantly reduce our future cash and impact our ability to
make interest and dividend payments.
A change in the assumptions used to value our goodwill or our unamortizable intangible assets could negatively
affect our consolidated results of operations and net worth.
Our total assets include substantial goodwill and unamortizable intangible assets (trademarks). These assets are
tested for impairment at least annually and whenever events or circumstances occur indicating that goodwill or
unamortizable intangibles might be impaired. The annual goodwill impairment test involves a two-step process. The first
step of the impairment test involves comparing our company’s market capitalization with our company’s carrying value,
including goodwill. If the carrying value of our company exceeds our market capitalization, we perform the second step
of the impairment test to determine the amount of the impairment loss. The second step of the goodwill impairment test
involves comparing the implied fair value of goodwill with the carrying value and recognizing a loss for the difference.
We test our unamortizable intangibles by comparing the fair value with the carrying value and recognize a loss for the
difference. We estimate the fair value of our unamortizable intangibles based on discounted cash flows that reflect
certain third party market value indicators. Estimating our fair value for these purposes requires significant estimates and
assumptions by management. We completed our annual impairment tests for fiscal 2016, 2015 and 2014 with no
adjustments to the carrying values of goodwill and unamortizable intangibles. However, an interim impairment analysis
relating to one of our brands performed during fiscal 2014, resulted in our company recording non-cash impairment
charges to amortizable trademarks and customer relationship intangibles for the brand of $26.9 million and $7.3 million,
respectively, during fiscal 2014, which is recorded in “Impairment of intangible assets” on the accompanying
consolidated statement of operations for fiscal 2014. During the second quarter of 2016, we discontinued that brand
because there was not sufficient demand to warrant continued production. Accordingly, we wrote off the related
intangible assets and recorded non-cash impairment charges to amortizable trademarks and customer relationship
intangibles of $4.5 million and $0.9 million, respectively, which are recorded in “Impairment of intangible assets” on the
accompanying consolidated statement of operations for fiscal 2016. If operating results for any of our other brands,
including newly acquired brands, deteriorate, at rates in excess of our current projections, we may be required to record
additional non-cash impairment charges to certain intangible assets. In addition, any significant decline in our market
capitalization, even if due to macroeconomic factors, could put pressure on the carrying value of our goodwill. A
determination that all or a portion of our goodwill or unamortizable intangible assets are impaired, although a non-cash
charge to operations, could have a material adverse effect on our business, consolidated financial condition and results of
operations.
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Any future financial market disruptions or tightening of the credit markets could expose us to additional credit risks
from customers and supply risks from suppliers and co-packers.
Any future financial market disruptions or tightening of the credit markets could result in some of our
customers experiencing a significant decline in profits and/or reduced liquidity. A significant adverse change in the
financial and/or credit position of a customer could require us to assume greater credit risk relating to that customer and
could limit our ability to collect receivables. A significant adverse change in the financial and/or credit position of a
supplier or co-packer could result in an interruption of supply. This could have a material adverse effect on our business,
consolidated financial condition, results of operations and liquidity.
Risks Relating to our Securities
Holders of our common stock may not receive the level of dividends provided for in our dividend policy or any
dividends at all.
Dividend payments are not mandatory or guaranteed and holders of our common stock do not have any legal
right to receive, or require us to pay, dividends. Our board of directors may, in its sole discretion, decrease the level of
dividends provided for in our dividend policy or entirely discontinue the payment of dividends. Future dividends with
respect to shares of our capital stock, if any, depend on, among other things, our results of operations, cash requirements,
financial condition, contractual restrictions (including restrictions in our credit agreement and senior notes indenture),
business opportunities, provisions of applicable law (including certain provisions of the Delaware General Corporation
Law) and other factors that our board of directors may deem relevant.
If our cash flows from operating activities were to fall below our minimum expectations (or if our assumptions
as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of our revolving
credit facility to finance our working capital needs were to prove incorrect), we may need either to reduce or eliminate
dividends or, to the extent permitted under our credit agreement and senior notes indenture, fund a portion of our
dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund
dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which
could negatively impact our financial condition, results of operations, liquidity and ability to maintain or expand our
business.
Our dividend policy may negatively impact our ability to finance capital expenditures, operations or acquisition
opportunities.
Under our dividend policy, a substantial portion of our cash generated by our business in excess of operating
needs, interest and principal payments on indebtedness, and capital expenditures sufficient to maintain our properties and
assets is in general distributed as regular quarterly cash dividends to the holders of our common stock. As a result, we
may not retain a sufficient amount of cash to finance growth opportunities or unanticipated capital expenditure needs or
to fund our operations in the event of a significant business downturn. We may have to forego growth opportunities or
capital expenditures that would otherwise be necessary or desirable if we do not find alternative sources of financing. If
we do not have sufficient cash for these purposes, our financial condition and our business will suffer.
Our certificate of incorporation authorizes us to issue without stockholder approval preferred stock that may be
senior to our common stock in certain respects.
Our certificate of incorporation authorizes the issuance of preferred stock without stockholder approval and, in
the case of preferred stock, upon such terms as the board of directors may determine. The rights of the holders of shares
of our common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of
preferred stock that may be issued in the future, including any preferential rights that we may grant to the holders of
preferred stock. The terms of any preferred stock we issue may place restrictions on the payment of dividends to the
holders of our common stock. If we issue preferred stock that is senior to our common stock in right of dividend
payment, and our cash flows from operating activities or surplus are insufficient to support dividend payments to the
holders of preferred stock, on the one hand, and to the holders common stock, on the other hand, we may be forced to
reduce or eliminate dividends to the holders of our common stock.
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Future sales or the possibility of future sales of a substantial number of shares of our common stock or other
securities convertible or exchangeable into common stock may depress the price of our common stock.
We may issue shares of our common stock or other securities convertible or exchangeable into common stock
from time to time in future financings or as consideration for future acquisitions and investments. In the event any such
future financing, acquisition or investment is significant, the number of shares of our common stock or other securities
convertible or exchangeable into common stock that we may issue may in turn be significant. In addition, we may grant
registration rights covering shares of our common stock or other securities convertible or exchangeable into common
stock, as applicable, issued in connection with any such future financing, acquisitions and investments.
Future sales or the availability for sale of a substantial number of shares of our common stock or other
securities convertible or exchangeable into common stock, whether issued and sold pursuant to our currently effective
shelf registration statement or otherwise, would dilute our earnings per share and the voting power of each share of
common stock outstanding prior to such sale or distribution, could adversely affect the prevailing market price of our
securities and could impair our ability to raise capital through future sales of our securities.
Our certificate of incorporation and bylaws and several other factors could limit another party’s ability to acquire us
and deprive our investors of the opportunity to obtain a takeover premium for their securities.
Our certificate of incorporation and bylaws contain certain provisions that may make it difficult for another
company to acquire us and for holders of our securities to receive any related takeover premium for their securities. For
example, our certificate of incorporation authorizes the issuance of preferred stock without stockholder approval and
upon such terms as the board of directors may determine. The rights of the holders of shares of our common stock will
be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be
issued in the future.
Item 1B. Unresolved Staff Comments.
None.
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Item 2. Properties.
Our corporate headquarters are located at Four Gatehall Drive, Parsippany, NJ 07054. Our manufacturing
facilities are generally located near major customer markets and raw materials. Of our ten manufacturing facilities, eight
are owned and two are leased. Management believes that our manufacturing facilities have sufficient capacity to
accommodate our planned growth. Listed below are our manufacturing facilities and the principal warehouses,
distribution centers and offices that we own or lease.
Owned/Leased
Facility Location
Irapuato, Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Hurlock, Maryland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Ankeny, Iowa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Owned
Portland, Maine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Stoughton, Wisconsin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
St. Johnsbury, Vermont . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Williamstown, New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Yadkinville, North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
St. Evariste, Québec . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Leased
Parsippany, New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased
Roseland, New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased
Brooklyn, New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased
Lebanon, Tennessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased
Houston, Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased
Easton, Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Joliet, Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased
Le Sueur, Minnesota. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned
Leased
Mississauga, Ontario . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased
Bentonville, Arkansas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description
Manufacturing/Warehouse
Manufacturing/Warehouse
Manufacturing/Warehouse
Manufacturing/Warehouse
Manufacturing/Warehouse
Manufacturing/Warehouse
Manufacturing/Warehouse
Manufacturing/Warehouse
Storage Facility
Corporate Headquarters
Manufacturing/Warehouse
Manufacturing/Warehouse
Distribution Center
Distribution Center
Distribution Center
Distribution Center
Research Center
Canadian Headquarters
Sales Office
Item 3. Legal Proceedings.
The information set forth under the heading “Legal Proceedings” in Note 13 of Notes to Consolidated
Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
- 22 -
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
PART II
Securities.
Market Information
Shares of our common stock are traded on the New York Stock Exchange under the symbol “BGS” and have
been so traded since May 23, 2007. The following table sets forth the high and low sales prices of shares of our common
stock for each of the quarterly periods indicated.
Fiscal 2016
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 49.15 $ 39.10
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52.84 $ 44.55
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 48.44 $ 31.81
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40.50 $ 33.18
High
Low
Fiscal 2015
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38.25 $ 34.00
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 37.78 $ 28.12
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32.67 $ 28.37
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31.68 $ 27.41
Holders
According to the records of our transfer agent, we had 53 holders of record of our common stock as of
February 24, 2017, including Cede & Co. as nominee for The Depository Trust Company (DTC). Cede & Co. as
nominee for DTC holds shares of our common stock on behalf of participants in the DTC system, which in turn hold the
shares of common stock on behalf of beneficial owners.
- 23 -
Performance Graph
Set forth below is a line graph comparing the change in the cumulative total shareholder return on our
company’s common stock with the cumulative total return of the Russell 2000 Index and the S&P Packaged Foods &
Meats Index for the period from December 31, 2011 to December 31, 2016, assuming the investment of $100 on
December 31, 2011 and the reinvestment of dividends. The common stock price performance shown on the graph only
reflects the change in our company’s common stock price relative to the noted indices and is not necessarily indicative of
future price performance.
Comparison of 5 Year Cumulative Total Return
Among B&G Foods, Inc. Common Stock, the Russell 2000 Index
and the S&P Packaged Foods & Meats Index
$250
$200
$150
$100
$50
$0
12/31/11
12/29/12
12/28/13
1/3/15
1/2/16
12/31/16
B&G Foods Inc
Russell 2000
S&P Packaged Foods & Meats
B&G Foods, Inc. (NYSE: BGS) . . . . . $
Russell 2000 Index . . . . . . . . . . . . . . . . $
S&P Packaged Foods & Meats Index . $
100.00
100.00
100.00
119.43
116.35
110.39
152.35
161.52
144.44
139.42
169.43
161.07
12/31/2011* 12/29/2012 12/28/2013 1/3/2015
1/2/2016
171.62
161.95
189.07
12/31/2016
223.45
196.45
206.34
*
$100 invested on December 31, 2011 in B&G Foods’ common stock or index, including reinvestment of dividends.
Indexes calculated on month-end basis.
Dividend Policy
General
Our dividend policy reflects a basic judgment that our stockholders are better served when we distribute a
substantial portion of our cash available to pay dividends to them instead of retaining it in our business. Under this
policy, a substantial portion of the cash generated by our company in excess of operating needs, interest and principal
payments on indebtedness, capital expenditures sufficient to maintain our properties and other assets is distributed as
regular quarterly cash dividends to the holders of our common stock and not retained by us. We have paid dividends
every quarter since our initial public offering in October 2004.
For fiscal 2016 and fiscal 2015, we had cash flows from operating activities of $289.7 million and
$128.5 million, respectively, and distributed $100.8 million and $76.5 as dividends, respectively. At our current dividend
- 24 -
rate of $1.86 per share per annum, we expect our aggregate dividend payments in 2017 to be approximately
$123.6 million.
The following table sets forth the dividends per share we have declared in each of the quarterly periods of 2016
and 2015:
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.465 $ 0.350
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.420 $ 0.350
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.420 $ 0.340
First Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.420 $ 0.340
Fiscal 2016 Fiscal 2015
Under U.S. federal income tax law, distributions to holders of our common stock are taxable to the extent they
are paid out of current or accumulated earnings and profits. Generally, the portion of the distribution treated as a return
of capital should reduce the tax basis in the shares of common stock up to a holder’s adjusted basis in the common stock,
with any excess treated as capital gains. Qualifying dividend income and the return of capital, if any, will be allocated on
a pro-forma basis to all distributions for each fiscal year. Based on U.S. federal income tax laws, B&G Foods has
determined that for fiscal 2016 and fiscal 2015, 34.6% and 37.7%, respectively, of distributions paid on common stock
will be treated as a return of capital and 65.4% and 62.3%, respectively, will be treated as a taxable dividend paid from
earnings and profits.
Our dividend policy is based upon our current assessment of our business and the environment in which we
operate, and that assessment could change based on competitive or other developments (which could, for example,
increase our need for capital expenditures or working capital), new acquisition opportunities or other factors. Our board
of directors is free to depart from or change our dividend policy at any time and could do so, for example, if it was to
determine that we have insufficient cash to take advantage of growth opportunities.
Restrictions on Dividend Payments
Our ability to pay future dividends, if any, with respect to shares of our capital stock will depend on, among
other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of
applicable law and other factors that our board of directors may deem relevant. Under Delaware law, our board of
directors may declare dividends only to the extent of our “surplus” (which is defined as total assets at fair market value
minus total liabilities, minus statutory capital), or if there is no surplus, out of our net profits for the then current and/or
immediately preceding fiscal years. Our board of directors will periodically and from time to time assess the
appropriateness of the then current dividend policy before actually declaring any dividends.
In general, our senior notes indenture restricts our ability to declare and pay dividends on our common stock as
follows:
(cid:120)
we may use up to 100% of our excess cash (as defined below) for the period (taken as one accounting period)
from and including March 31, 2013 to the end of our most recent fiscal quarter for which internal financial
statements are available at the time of such payments, plus certain incremental funds described in the indenture
for the payment of dividends so long as the fixed charge coverage ratio for the four most recent fiscal quarters
for which internal financial statements are available is not less than 1.6 to 1.0; and
(cid:120)
we may not pay any dividends on any dividend payment date if a default or event of default under our indenture
has occurred or is continuing.
Excess cash is defined in our senior notes indenture and under the terms of our credit agreement. Excess cash is
calculated as “consolidated cash flow,” as defined in the indenture and under the terms of our credit agreement (which,
in each case, allows for certain adjustments and which is equivalent to the term adjusted EBITDA), minus the sum of
cash tax expense, cash interest expense, certain capital expenditures, excess tax benefit from issuance of LTIA shares,
certain repayment of indebtedness and the cash portion of restructuring charges.
- 25 -
In addition, the terms of our credit agreement also restrict our ability to declare and pay dividends on our
common stock. In accordance with the terms of our credit agreement, we are not permitted to declare or pay dividends
unless we are permitted to do so under our senior notes indenture. In addition, our credit agreement does not permit us to
pay dividends unless we maintain:
(cid:120)
a “consolidated interest coverage ratio” (defined as the ratio of our adjusted EBITDA for any period of four
consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than
1.75 to 1.0; and
(cid:120)
a “consolidated leverage ratio” (defined as the ratio of our consolidated total debt, as of the last day of any
period of four consecutive fiscal quarters to our adjusted EBITDA for such period) of not more than 6.75 to
1.00 for the first quarter of 2016 through the fourth quarter of 2016 and 6.50 to 1.00 for the first quarter of 2017
and thereafter.
Recent Sales of Unregistered Securities
We did not issue any unregistered securities in fiscal 2016.
Issuer Purchases of Equity Securities
We did not repurchase any shares of our common stock during the fourth quarter of fiscal 2016.
- 26 -
Item 6. Selected Financial Data.
The following selected historical consolidated financial data should be read in conjunction with Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited
consolidated financial statements and related notes to those statements included in this report. The selected historical
consolidated financial data as of and for the fiscal years ended December 31, 2016 (fiscal 2016), January 2, 2016 (fiscal
2015), January 3, 2015 (fiscal 2014), December 28, 2013 (fiscal 2013) and December 29, 2012 (fiscal 2012) have been
derived from our audited consolidated financial statements.
Consolidated Statement of Operations Data(1):
Net sales(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,391,257 $ 966,358 $ 848,017 $ 724,973 $ 633,812
Fiscal 2016 Fiscal 2015
Fiscal 2014
(In thousands, except per share data and ratios)
Fiscal 2013
Fiscal 2012
410,469
223,343
66,212
8,126
—
—
149,005
47,660
10,431
—
90,914
31,654
59,260
943,295
447,962
174,759
13,803
5,405
—
253,995
74,456
2,836
(363)
177,066
67,641
482,050
242,923
79,043
9,884
—
—
153,996
41,813
31,291
—
80,892
28,549
52,343 $
600,246
247,771
93,033
12,692
34,154
(8,206)
116,098
46,573
5,748
—
63,777
22,821
40,956 $
676,794
289,564
105,939
11,255
—
—
172,370
51,131
—
—
121,239
52,149
69,090 $
Cost of goods sold(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses(4) . . . . . . . . .
Amortization expense(5) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets(6) . . . . . . . . . . . . . . . . . . .
Gain on change in fair value of contingent consideration(7)
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt(8) . . . . . . . . . . . . . . . . . . .
Other income(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 109,425 $
Earnings per share data:
Weighted average basic common shares outstanding . . . .
Weighted average diluted common shares outstanding . . .
Cash dividends declared per common share . . . . . . . . . . . $
Basic earnings per common share . . . . . . . . . . . . . . . . . . . $
Diluted earnings per common share . . . . . . . . . . . . . . . . . $
Other Financial Data(1):
99,126 $ 114,910 $ 100,528
Net cash provided by operating activities . . . . . . . . . . . . . $ 289,661 $ 128,479 $
(10,637)
(19,025)
(14,649)
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(62,667)
(247,281)
(154,277)
Cash payments for acquisition of businesses . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . . .
(24,744)
131,828
71,619
EBITDA(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 291,624 $ 201,023 $ 143,532 $ 178,073 $ 167,858
Ratio of earnings to fixed charges(11) . . . . . . . . . . . . . . . . .
2.8x
Senior debt / EBITDA(12) . . . . . . . . . . . . . . . . . . . . . . . . . .
3.8x
3.8x
Total debt / EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EBITDA / cash interest expense(13) . . . . . . . . . . . . . . . . . .
3.9x
Consolidated Balance Sheet Data (at end of period)(1):
19,219
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . $
1,191,968
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
637,689
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . $ 785,657 $ 457,685 $ 337,995 $ 378,363 $ 361,175
49,239
49,557
1.1
1.2
1.2
(42,418)
(438,787)
216,005
(18,574)
(873,811)
767,444
1.73 $
1.73 $
1.73 $
1.36 $
0.76 $
0.76 $
1.38 $
1.22 $
1.22 $
1.23 $
0.99 $
0.98 $
3,043,505
1,746,769
1,484,343
870,885
1,649,353
1,025,857
2,571,715
1,759,616
2.8x
4.9x
4.9x
4.8x
3.3x
6.0x
6.0x
4.2x
2.3x
7.2x
7.1x
3.4x
3.3x
8.8x
8.8x
4.3x
56,585
56,656
53,658
53,747
52,998
53,182
63,203
63,420
28,833 $
5,246 $
1,490 $
4,107 $
(1) We completed the Victoria acquisition from Huron Capital Partners and certain other sellers on December 2, 2016.
We completed the spices & seasonings acquisition from ACH Food Companies, Inc. on November 21, 2016. We
completed the Green Giant acquisition from General Mills, Inc., on November 2, 2015. We completed the Mama
Mary’s acquisition from Linsalata Capital Partners and certain other sellers on July 10, 2015. We completed the
Specialty Brands acquisition from affiliates of American Capital, Ltd., and certain individual sellers, on April 23,
2014. We completed the Rickland Orchards acquisition from Natural Instincts LLC on October 7, 2013. We
completed the Pirate Brands acquisition from affiliates of VMG Partners and Driven Capital Management, and
certain other entities and individuals, on July 8, 2013. We completed the TrueNorth acquisition from DeMet’s
Candy Company on May 6, 2013. We completed the New York Style acquisition from Chipita America on
October 31, 2012. Each of these acquisitions has been accounted for using the acquisition method of accounting
- 27 -
and, accordingly, the assets acquired, liabilities assumed and results of operations of the acquired business is
included in our consolidated financial statements from the date of acquisition.
(2) Fiscal 2016, 2015, 2013 and 2012 each contained 52 weeks and fiscal 2014 contained 53 weeks. Net sales for fiscal
2015 and fiscal 2014 were negatively impacted by $1.2 million and $4.1 million, respectively, of customer refunds,
net of insurance recoveries, related to our November 2014 voluntary recall of certain Ortega and Las Palmas
products.
(3) Cost of goods sold for fiscal 2016 includes $5.4 million of amortization of acquisition-related inventory fair value
step-up (for certain spices & seasonings business inventory acquired and sold during the period and certain Green
Giant inventory sold during the period) and a $0.8 million loss on disposal of inventory related to the impairment of
Rickland Orchards. Fiscal 2015 includes $6.1 million of amortization of acquisition-related inventory fair value
step-up (for certain Green Giant inventory acquired and sold during the period) and $0.5 million of charges, net of
insurance recoveries, related to the Ortega and Las Palmas recall. Fiscal 2014 includes $8.2 million of inventory
write-off and other cost of goods sold charges, net of insurance recoveries, related to the Ortega and Las Palmas
recall and a $4.5 million loss on disposal of inventory related to the impairment of Rickland Orchards.
(4) Selling, general and administrative expenses for fiscal 2016 include $17.5 million of acquisition-related expenses
for the Victoria, spices & seasonings, Green Giant and Mama Mary’s acquisitions and $1.3 million of distribution
restructuring expenses. Selling, general and administrative expenses for fiscal 2015 include $6.1 million of
acquisition-related expenses for the Green Giant and Mama Mary’s acquisitions, $2.7 million of distribution
restructuring expenses and $0.2 million of administrative expenses, net of insurance recoveries, related to the
Ortega and Las Palmas recall. Selling, general and administrative expenses for fiscal 2014 include $7.3 million of
acquisition-related expenses for the Specialty Brands, Rickland Orchards and Pirate Brands acquisitions and
$0.5 million of administrative expenses, net of insurance recoveries, related to the Ortega and Las Palmas recall.
Selling, general and administrative expenses for fiscal 2013 include $5.9 million of acquisition-related expenses for
the Rickland Orchards, TrueNorth and Pirate Brands acquisitions partially offset by a gain of $1.5 million relating
to a legal settlement. Selling, general and administrative expenses for fiscal 2012 include $1.2 million of
acquisition-related expenses for the New York Style acquisition.
(5) Amortization expense includes the amortization of customer relationships, amortizable trademarks and other
intangible assets acquired in the Victoria, spices & seasonings, Green Giant, Mama Mary’s, Specialty Brands,
Rickland Orchards, Pirate Brands, TrueNorth, New York Style and prior acquisitions.
(6) Impairment of intangible assets for fiscal 2016 includes a $4.5 million loss for the impairment of amortizable
trademarks and a $0.9 million loss for the impairment of customer relationship intangibles, both relating to Rickland
Orchards. Impairment of intangible assets for fiscal 2014 includes a $26.8 million loss for the impairment of
amortizable trademarks and a $7.4 million loss for the impairment of customer relationship intangibles, both relating
to Rickland Orchards.
(7) In addition to the base purchase price consideration paid at closing, the acquisition agreement for Rickland
Orchards requires that we pay additional purchase price earn-out consideration contingent upon the achievement of
revenue growth targets for fiscal 2014, 2015 and 2016. At the time of acquisition, we established the fair value of
the contingent consideration using revenue growth targets meant to achieve operating results in excess of base
purchase price acquisition model assumptions. As required, at June 28, 2014 we remeasured the fair value of the
contingent consideration using actual operating results through June 28, 2014 and revised forecasted operating
results for the remainder of fiscal 2014, 2015 and 2016, and reduced the probability of achievement and the fair
value of the contingent consideration to zero. This resulted in a non-cash gain of $8.2 million that is included in gain
on change in fair value of contingent consideration in fiscal 2014.
(8) Fiscal 2016 loss on extinguishment of debt includes the write-off of deferred debt financing costs of $2.2 million
and the write-off of unamortized discount of $0.6 million in connection with the repayment of $40.1 million
aggregate principal amount of our tranche A term loans and $109.9 million aggregate principal amount of our
tranche B term loans. Fiscal 2014 loss on extinguishment of debt includes the write-off of deferred debt financing
costs of $5.4 million and the write-off of unamortized discount of $0.3 million in connection with the termination of
- 28 -
our prior credit agreement and the repayment of all outstanding obligations thereunder. Fiscal 2013 loss on
extinguishment of debt includes costs relating to our repurchase of $248.5 million aggregate principal amount of
7.625% senior notes and our repayment of $222.2 million aggregate principal amount of tranche B term loans,
including the repurchase premium and other expenses of $20.2 million, the write-off of deferred debt financing costs
of $8.3 million and the write-off of unamortized discount of $2.8 million. Fiscal 2012 loss on extinguishment of
debt includes costs relating to our partial redemption of $101.5 million aggregate principal amount of 7.625% senior
notes, including the repurchase premium and other expenses of $7.7 million, the write-off of deferred debt financing
costs of $1.5 million and the write-off of unamortized discount of $0.5 million. Loss on extinguishment during fiscal
2012 also includes costs related to the amendment and restatement of our credit agreement, including the write-off
of deferred debt financing costs of $0.4 million, unamortized discount of $0.1 million and other expenses of
$0.2 million.
(9) Other income for fiscal 2016 includes remeasurement of monetary assets denominated in a foreign currency into
U.S. dollars of $0.4 million.
(10) EBITDA and adjusted EBITDA are non-GAAP financial measures used by management to measure operating
performance. 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 from the most directly comparable measure calculated and
presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of
operations, comprehensive income, changes in stockholders’ equity and cash flows. We define EBITDA as net
income before net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt
(see (8) above). We define adjusted EBITDA as EBITDA adjusted for cash and non-cash acquisition-related
expenses, gains and losses (which may include third party fees and expenses, integration, restructuring and
consolidation expenses and amortization of acquired inventory fair value step-up); intangible asset impairment
charges and related asset write-offs; gains or losses related to changes in the fair value of contingent liabilities from
earn-outs; loss on product recalls, including customer refunds, selling, general and administrative expenses and the
impact on cost of sales; and distribution restructuring expenses. Management believes that it is useful to eliminate
net interest expense, income taxes, depreciation and amortization, loss on extinguishment of debt,
acquisition-related expenses, gains and losses, non-cash intangible asset impairment charges and related asset
write-offs, gains or losses related to changes in the fair value of contingent liabilities from earn-outs, loss on product
recalls and distribution restructuring expenses because it allows management to focus on what it deems to be a more
reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. We use
EBITDA and adjusted EBITDA in our business operations to, among other things, evaluate our operating
performance, develop budgets and measure our performance against those budgets, determine employee bonuses
and evaluate our cash flows in terms of cash needs. We also present EBITDA and adjusted EBITDA because we
believe they are useful indicators of our historical debt capacity and ability to service debt and because covenants in
our credit agreement and our senior notes indenture contain ratios based on these measures. As a result, internal
management reports used during monthly operating reviews feature the EBITDA and adjusted EBITDA metrics.
However, management uses these metrics in conjunction with traditional GAAP operating performance and
liquidity measures as part of its overall assessment of company performance and liquidity and therefore does not
place undue reliance on these measures as its only measures of operating performance and liquidity.
EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to
operating income or net income or any other GAAP measure as an indicator of operating performance. EBITDA and
adjusted EBITDA are not complete net cash flow measures because EBITDA and adjusted EBITDA are measures
of liquidity that do not include reductions for cash payments for an entity’s obligation to service its debt, fund its
working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA and
adjusted EBITDA are two potential indicators of an entity’s ability to fund these cash requirements. EBITDA and
adjusted EBITDA are not complete measures of an entity’s profitability because they do not include costs and
expenses for depreciation and amortization, interest and related expenses, loss on extinguishment of debt,
acquisition-related expenses, gains and losses and income taxes, intangible asset impairment charges and related
asset write-offs, gains or losses related to changes in the fair value of contingent liabilities from earn-outs , loss on
product recalls and distribution restructuring expenses. Because not all companies use identical calculations, this
presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other
- 29 -
companies. However, EBITDA and adjusted EBITDA can still be useful in evaluating our performance against our
peer companies because management believes these measures provide users with valuable insight into key
components of GAAP amounts.
A reconciliation of EBITDA and adjusted EBITDA to net income and to net cash provided by operating activities
for fiscal 2016, 2015, 2014, 2013 and 2012 along with the components of EBITDA and adjusted EBITDA follows:
Fiscal 2016 Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2012
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 109,425 $ 69,090 $ 40,956 $ 52,343 $ 59,260
31,654
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . .
47,660
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . .
18,853
Depreciation and amortization . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt(A) . . . . . . . . . . . . . .
10,431
167,858
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . .
1,159
Amortization of acquisition-related inventory step-
up(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets(C) . . . . . . . . . . . . . . .
Loss on disposal of inventory(D) . . . . . . . . . . . . . . . .
Loss on product recall, net of insurance
52,149
51,131
28,653
—
201,023
6,118
22,821
46,573
27,434
5,748
143,532
7,315
28,549
41,813
24,077
31,291
178,073
5,932
67,641
74,456
37,266
2,836
291,624
17,523
—
34,154
4,535
5,424
5,405
791
6,127
—
—
—
—
—
—
—
—
recoveries(E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution restructuring expenses(F) . . . . . . . . . . . .
Gain on change in fair value of contingent
consideration(G) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . .
Loss on product recall, net of insurance recoveries .
Distribution restructuring expenses . . . . . . . . . . . . .
Write-off of property, plant and equipment(H) . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred financing costs and bond
—
1,273
1,868
2,665
12,798
—
—
—
—
—
—
322,040
(67,641)
(74,456)
(17,523)
—
(1,273)
337
56,190
—
217,801
(52,149)
(51,131)
(6,118)
(1,868)
(2,665)
(107)
29,152
(8,206)
194,128
(22,821)
(46,573)
(7,315)
(12,798)
—
—
13,855
—
184,005
(28,549)
(41,813)
(5,932)
—
—
—
20,800
—
169,017
(31,654)
(47,660)
(1,159)
—
—
—
15,295
discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,426
3,900
3,790
4,400
5,028
Amortization of acquisition-related inventory step-
up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . .
Excess tax benefits from share-based compensation
Acquisition-related contingent consideration
(5,424)
5,798
(343)
(6,127)
5,817
(539)
—
2,235
(2,356)
—
3,935
(4,192)
—
3,777
(8,031)
expense, including interest accretion . . . . . . . . . . .
—
—
432
208
—
Changes in assets and liabilities, net of effects of
business combinations . . . . . . . . . . . . . . . . . . . . . .
(4,085)
Net cash provided by operating activities . . . . . . . . $ 289,661 $ 128,479 $ 99,126 $ 114,910 $ 100,528
(17,952)
(23,451)
66,530
(7,487)
(A) See footnote (8) above.
(B) See footnote (3) above.
(C) See footnote (6) above.
(D) Represents a loss on disposal of inventory related to the impairment of Rickland Orchards. See footnote (6)
above.
- 30 -
(E) See Note 13, “Commitments and Contingencies—Ortega and Las Palmas Recall,” to our consolidated financial
statements in Part II, Item 8 of this report, for detailed information.
(F) Distribution restructuring expenses for fiscal 2016 and fiscal 2015 includes expenses relating to our
transitioning of the operations of our three primary distribution centers and a new fourth primary shelf-stable
distribution center in the United States to a third party logistics provider.
(G) See footnote (7) above.
(H) See footnote (F) above.
(11) We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For the purpose of
this computation, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of the
sum of interest on indebtedness, amortized expenses related to indebtedness and an interest component of lease
rental expense.
(12) As of the end of each fiscal year presented, senior debt is defined as the face amount of all of our outstanding debt.
Current and former senior secured
Fiscal 2016
Fiscal 2015
Fiscal 2014
(In thousands, except ratios)
Fiscal 2013 Fiscal 2012
credit agreement:
Revolving credit facility . . . . . . . . . . . . . . . . $ 176,000 $
Tranche A term loan due 2016 . . . . . . . . . . .
Tranche A term loan due 2019 . . . . . . . . . . .
Tranche B term loan due 2018 . . . . . . . . . . .
Tranche B term loan due 2022 . . . . . . . . . . .
7.625% senior notes due 2018 . . . . . . . . . . . .
4.625% senior notes due 2021 . . . . . . . . . . . .
34,000 $ 40,000 $ 25,000
144,375
131,250
—
—
223,313
—
—
—
248,500
—
—
700,000
Senior debt. . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,749,750 $ 1,763,750 $ 1,026,500 $ 871,250 $ 641,188
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 291,624 $ 201,023 $ 143,532 $ 178,073 $ 167,858
Senior debt / EBITDA . . . . . . . . . . . . . . . . . . .
3.8x
6.0x
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . $ 322,040 $ 217,801 $ 194,128 $ 184,005 $ 169,017
3.8x
5.4x
Senior debt /adjusted EBITDA . . . . . . . . . . . .
40,000 $
—
273,750
—
750,000
—
700,000
—
233,640
—
640,110
—
700,000
—
292,500
—
—
—
700,000
4.7x
8.1x
4.9x
5.3x
8.8x
7.2x
(13) Cash interest expense, calculated below, is equal to net interest expense less amortization of deferred financing and
bond discount.
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,456 $ 51,131 $ 46,573 $ 41,813 $ 47,660
Amortization of deferred financing and bond
Fiscal 2016 Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2012
(In thousands, except ratios)
discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,028)
Cash interest expense . . . . . . . . . . . . . . . . . . . . . . . $ 69,030 $ 47,231 $ 42,783 $ 37,413 $ 42,632
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 291,624 $ 201,203 $ 143,532 $ 178,073 $ 167,858
EBITDA / cash interest expense . . . . . . . . . . . . . . . .
3.9x
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 322,040 $ 217,801 $ 194,128 $ 184,005 $ 169,017
4.0x
Adjusted EBITDA / cash interest expense . . . . . . . .
(3,900)
(5,426)
(4,400)
(3,790)
4.2x
4.9x
4.6x
3.4x
4.7x
4.8x
4.5x
4.3x
- 31 -
Item 7. 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
Item 1A, “Risk Factors” and under the heading “Forward-Looking Statements” below and elsewhere in this report. The
following discussion should be read in conjunction with the consolidated financial statements and related notes included
elsewhere in this report.
General
We manufacture, sell and distribute a diverse portfolio of branded, high quality, shelf-stable and frozen foods
and household products, many of which have leading regional or national market shares. In general, we position our
branded products to appeal to the consumer desiring a high quality and reasonably priced product. We complement our
branded product retail sales with institutional and foodservice sales and private label sales.
Our company has been built upon a successful track record of both organic and acquisition-driven growth. Our
goal is to continue to increase sales, profitability and cash flows through organic growth, strategic acquisitions and new
product development. We intend to implement our growth strategy through the following initiatives: expanding our
brand portfolio with disciplined acquisitions of complementary branded businesses, continuing to develop new products
and delivering them to market quickly, leveraging our multiple channel sales and distribution system and continuing to
focus on higher growth customers and distribution channels.
Since 1996, we have successfully acquired and integrated more than 45 brands into our company. Most
recently, on December 2, 2016, we acquired Victoria Fine Foods, LLC, and a related entity, from Huron Capital Partners
and certain other sellers. On November 21, 2016, we completed the acquisition of the spices & seasonings business of
ACH Food Companies, Inc. On November 2, 2015, we completed the acquisition of the Green Giant and Le Sueur
brands from General Mills, Inc. On July 10, 2015, we acquired Spartan Foods of America, Inc., and related entities,
including the Mama Mary’s brand, from Linsalata Capital Partners and certain other sellers. And on April 23, 2014, we
completed the acquisition of Specialty Brands of America, Inc., including the Bear Creek Country Kitchens, Spring
Tree, Cary’s, MacDonald’s, New York Flatbreads and Canoleo brands, from affiliates of American Capital, Ltd. and
certain individuals. We refer to these acquisitions in this report as the “Victoria acquisition,” “spices & seasonings
acquisition,” “Green Giant acquisition” and “Mama Mary’s acquisition,” respectively. Each of these recent acquisitions
has been accounted for using the acquisition method of accounting and, accordingly, the assets acquired, liabilities
assumed and results of operations of the acquired businesses are included in our consolidated financial statements from
the respective dates of acquisition. These acquisitions and the application of the acquisition method of accounting affect
comparability between periods.
We are subject to a number of challenges that may adversely affect our businesses. These challenges, which are
discussed above under Item 1A, “Risk Factors” and below under the heading “Forward-Looking Statements,” include:
Fluctuations in Commodity Prices and Production and Distribution Costs. We purchase raw materials,
including agricultural products, meat, poultry, ingredients and packaging materials from growers, commodity processors,
other food companies and packaging suppliers located in U.S. and foreign locations. Raw materials and other input costs,
such as fuel and transportation, are subject to fluctuations in price attributable to a number of factors. Fluctuations in
commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and
trade buying patterns. The cost of raw materials, fuel, labor, distribution and other costs related to our operations can
increase from time to time significantly and unexpectedly.
We attempt to manage cost inflation risks by locking in prices through short-term supply contracts and advance
commodities purchase agreements and by implementing cost saving measures. We also attempt to offset rising input
costs by raising sales prices to our customers. However, increases in the prices we charge our customers may lag behind
rising input costs. Competitive pressures also may limit our ability to quickly raise prices in response to rising costs.
- 32 -
We expect to see moderate net cost increases for raw materials in the marketplace during 2017 and are currently
locked into our supply and prices for a majority of our most significant commodities (excluding, among others, maple
syrup) through fiscal 2017 at a cost increase of less than 1% of cost of goods sold. During fiscal 2016, we had a minimal
cost decrease for a majority of our most significant commodities (excluding, among others, maple syrup). To the extent
we are unable to avoid or offset any present or future cost increases by locking in our costs, implementing cost saving
measures or increasing prices to our customers, our operating results could be materially adversely affected. In addition,
if input costs begin to decline, customers may look for price reductions in situations where we have locked into
purchases at higher costs.
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.
Changing Consumer Preferences. Consumers in the market categories in which we compete frequently change
their taste preferences, dietary habits and product packaging preferences.
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. If consumers in our principal markets lose confidence
in the safety and quality of our food products, even as a result of a product liability claim or a product recall by a food
industry competitor, our business could be adversely affected.
Fluctuations in Currency Exchange Rates. Our foreign sales are primarily to customers in Canada. Our sales to
Canada are generally denominated in Canadian dollars and our sales for export to other countries are generally
denominated in U.S. dollars. During fiscal 2016, 2015 and 2014, our net sales to customers in foreign countries
represented approximately 7.1%, 5.2% and 3.6%, respectively, of our total net sales. We also purchase a significant
majority of our maple syrup requirements from suppliers located in Québec, Canada. Any weakening of the U.S. dollar
against the Canadian dollar could significantly increase our costs relating to the production of our maple syrup products
to the extent we have not purchased Canadian dollars in advance of any such weakening of the U.S. dollar or otherwise
entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar. These increased costs
would not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S.
dollar would have on our net sales in Canada. Our purchases of raw materials from other foreign suppliers are generally
denominated in U.S. dollars. We also operate a manufacturing facility in Irapuato, Mexico for the manufacture of
Green Giant frozen products and are as a result exposed to fluctuations in the Mexican peso. Our results of operations
could be adversely impacted by changes in foreign currency exchange rates. Costs and expenses in Mexico are
recognized in local foreign currency, and therefore we are exposed to potential gains or losses from the translation of
those amounts into U.S. dollars for consolidation into our financial statements.
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 improved productivity, to
address consumer concerns about food safety, quality and health and to favorably manage currency fluctuations.
Critical Accounting Policies; Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the
United States 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 and assumptions made by management involve trade and consumer promotion expenses; allowances for
excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting fair value allocations; the
recoverability of goodwill, other intangible assets, property, plant and equipment, and deferred tax assets; the
determination of the useful life of customer relationship and amortizable trademark intangibles; the fair value of
contingent consideration liabilities; and the accounting for share-based compensation expense. Actual results could
differ significantly from these estimates and assumptions.
- 33 -
Our significant accounting policies are described more fully in note 2 to our consolidated financial statements
included elsewhere in this report. 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 our estimates.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the first in, first out and average
cost methods. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The
allowance is an estimate 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, and intangibles with estimated useful lives are
depreciated or amortized over their respective estimated useful lives to their estimated residual values, and 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 net future cash flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated undiscounted net 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. Recoverability of assets held for sale is measured by
a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to sell. Estimating
future cash flows and calculating the fair value of assets requires significant estimates and assumptions by management.
Goodwill and Other Intangible Assets
Our total assets include substantial goodwill and unamortizable intangible assets (trademarks). These assets are
tested for impairment at least annually and whenever events or circumstances occur indicating that goodwill or
unamortizable intangibles might be impaired. We perform the annual impairment tests as of the last day of each fiscal
year. The annual goodwill impairment test involves a two-step process. The first step of the impairment test involves
comparing our company’s market capitalization with our company’s carrying value, including goodwill. If the carrying
value of our company exceeds our market capitalization, we perform the second step of the impairment test to determine
the amount of the impairment loss. The second step of the goodwill impairment test involves comparing the implied fair
value of goodwill with the carrying value and recognizing a loss for the difference.
We test our unamortizable intangibles by comparing the fair value with the carrying value and recognize a loss
for the difference. We estimate the fair value of our unamortizable intangibles based on discounted cash flows that
reflect certain third party market value indicators.
Calculating our fair value for these purposes requires significant estimates and assumptions by management.
We completed our annual impairment tests for fiscal 2016, 2015 and 2014 with no adjustments to the carrying values of
goodwill and unamortizable intangibles. However, materially different assumptions regarding the future performance of
our businesses could result in significant impairment losses. In addition, any significant decline in our market
capitalization, even if due to macroeconomic factors, could put pressure on the carrying value of our goodwill. A
determination that all or a portion of our goodwill or unamortizable intangible assets are impaired, although a non-cash
charge to operations, could have a material adverse effect on our business, consolidated financial condition and results of
operations.
- 34 -
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 expenses 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 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 establish a valuation allowance.
Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period,
we include such charge in our tax provision, or reduce our tax benefits in our consolidated statements 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 deferred tax assets.
There are various factors that may cause these 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 assumptions and estimates used to prepare our consolidated financial statements when new regulations and
legislation are enacted. We recognize the benefit of an uncertain tax position that we have taken or expect to take on the
income tax returns we file if it is more likely than not that such tax position will be sustained based upon its technical
merits.
Pension Expense
We have defined benefit pension plans covering approximately one third of our employees. Our funding policy
is to contribute annually not less than the amount recommended by our actuaries. The funded status of our pension plans
is dependent upon many factors, including returns on invested assets and the level of certain market interest rates. We
review pension assumptions regularly and we may from time to time make voluntary contributions to our pension plans,
which exceed the amounts required by statute. During fiscal 2016 and 2015, we made total pension contributions to our
pension plans of $3.5 million per fiscal year. Changes in interest rates and the market value of the securities held by the
plans could materially change, positively or negatively, the funded status of the plans and affect the level of pension
expense and required contributions in fiscal 2016 and beyond.
Our discount rate assumption for our three defined benefit plans changed from 4.225% at January 2, 2016 to
4.039% at December 31, 2016. While we do not currently anticipate a change in our fiscal 2017 assumptions, as a
sensitivity measure, a 0.25% decline or increase in our discount rate would increase or decrease our pension expense by
approximately $0.3 million. Similarly, a 0.25% decrease or increase in the expected return on pension plan assets would
increase or decrease our pension expense by approximately $0.2 million. We expect to make $3.5 million of defined
benefit pension plan contributions during fiscal 2017.
Acquisition Accounting
Our consolidated financial statements and results of operations include an acquired business’s operations after
the completion of the acquisition. We account for acquired businesses using the acquisition method of accounting, which
requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair
values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.
Transaction costs are expensed as incurred.
The judgments made in determining the estimated fair value assigned to each class of assets acquired and
liabilities assumed, as well as asset lives, can materially impact our results of operations. Accordingly, for significant
items, we typically obtain assistance from third party valuation specialists. Determining the useful life of an intangible
asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may
even be considered to have indefinite useful lives. All of these judgments and estimates can materially impact our results
of operations.
- 35 -
Share-based Compensation Expense
We provide compensation benefits in the form of stock options, performance share long-term incentive awards
(LTIAs) and common stock to employees and non-employee directors. The cost of share based compensation is recorded
at fair value at the date of grant and expensed in our consolidated statement of income over the requisite service period,
if any.
Performance share LTIAs granted to our executive officers and certain other members of senior management
entitle each participant to earn shares of common stock upon the attainment of certain performance goals over the
applicable performance period. The recognition of compensation expense for the performance share LTIAs is initially
based on the probable outcome of the performance condition based on the fair value of the award on the date of grant
and the anticipated number of shares to be awarded on a straight-line basis over the applicable performance period. The
fair value of the awards on the date of grant is determined based upon the closing price of our common stock on the
applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of
expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend
equivalents during the vesting period. Our company’s performance against the defined performance goals are
re-evaluated on a quarterly basis throughout the applicable performance period and the recognition of compensation
expense is adjusted for subsequent changes in the estimated or actual outcome. The cumulative effect of a change in the
estimated number of shares of common stock to be issued in respect of performance share awards is recognized as an
adjustment to earnings in the period of the revision.
The fair value of stock option awards is estimated on the date of grant using the Black-Scholes option pricing
model and is recognized in expense over the vesting period of the options using the straight-line method. The
Black-Scholes option pricing model requires various assumptions, including the expected volatility of our stock, the
expected term of the option, the risk-free interest rate and the expected dividend yield. Expected volatility is based on
both historical and implied volatilities of our common stock over the estimated expected term of the award. The risk-free
rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. All stock
option grants have an exercise price equal to the fair market value of our common stock on the date of grant, have a
10-year term and cliff vest three years from the date of grant.
We recognize compensation expense for only that portion of share based awards that are expected to vest. We
utilize historical employee termination behavior to determine our estimated forfeiture rates. If the actual forfeitures differ
from those estimated by management, adjustments to compensation expense will be made in future periods.
Product Recall
On November 14, 2014, we announced a voluntary recall for certain Ortega and Las Palmas products after
learning that one or more of the spice ingredients purchased from a third party supplier contained peanuts and almonds,
allergens that are not declared on the products’ ingredient statements. A significant majority of the costs of this recall
were incurred in the fourth quarter of 2014. The cost impact of this recall during fiscal 2015 was $1.9 million, of which
$1.2 million was recorded as a decrease in net sales related to customer refunds; $0.5 million was recorded as an
increase in cost of goods sold primarily related to costs associated with product retrieval, destruction charges and
customer fees; and $0.2 million was recorded as an increase in selling, general, and administrative expenses related to
administrative costs. The charges we recorded are based upon costs incurred to date. We do not expect any future
expenses related to this recall to be material.
The cost impact of this recall during fiscal 2014 (not including lost sales during the period of time production
and distribution of the affected products were suspended), net of insurance recoveries of $5.0 million (received in fiscal
2015), was $12.8 million, of which $4.1 million was recorded as a decrease in net sales related to customer refunds;
$8.2 million was recorded as an increase in cost of goods sold primarily related to costs associated with product retrieval,
destruction charges and customer fees; and $0.5 million was recorded as an increase in selling, general, and
administrative expenses related to administrative costs.
- 36 -
Results of Operations
The following table sets forth the percentages of net sales represented by selected items reflected in our
consolidated statements of operations. The comparisons of financial results are not necessarily indicative of future
results:
Statement of Operations Data:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0 %
67.8 %
32.2 %
100.0 %
70.0 %
30.0 %
100.0 %
70.8 %
29.2 %
Fiscal 2016 Fiscal 2015 Fiscal 2014
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on change in fair value of contingent consideration . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.5 %
1.0 %
0.4 %
— %
18.3 %
5.4 %
0.2 %
— %
12.7 %
11.0 %
1.2 %
— %
— %
17.8 %
5.3 %
— %
— %
12.5 %
11.0 %
1.5 %
4.0 %
(1.0)%
13.7 %
5.5 %
0.7 %
— %
7.5 %
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.8 %
7.9 %
5.4 %
7.1 %
2.7 %
4.8 %
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 to
customers for shipping and handling, less cash discounts, coupon redemptions, 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, a portion
of our warehousing expenses plus freight costs to our distribution centers and to our customers.
Selling, General and Administrative Expenses. Our selling, general and administrative expenses include costs
related to selling our products, as well as all other general and administrative expenses. Some of these costs include
administrative, marketing and internal sales force employee compensation and benefits costs, consumer advertising
programs, brokerage costs, a portion of our warehousing expenses, information technology and communication costs,
office rent, utilities, supplies, professional services, acquisition-related expenses and other general corporate expenses.
Amortization Expense. Amortization expense includes the amortization expense associated with customer
relationships, amortizable trademarks and other intangibles.
Impairment of Intangible Assets.
Impairment of intangible assets represents a reduction of the carrying value
of amortizable intangible assets to fair value when the carrying value of the assets is no longer recoverable.
Gain on Change in Fair Value of Contingent Consideration. Gain on change in fair value of contingent
consideration represents decreases in the fair value of the contingent consideration liability relating to additional
purchase price earn-out payments that are contingent upon the achievement of certain operating results by acquired
businesses.
- 37 -
Net Interest Expense. Net interest expense includes interest relating to our outstanding indebtedness,
amortization of bond discount and amortization of deferred debt financing costs (net of interest income).
Loss on Extinguishment of Debt. Loss on extinguishment of debt includes costs relating to the retirement of
indebtedness, including repurchase premium, if any, and write-off of deferred debt financing costs and unamortized
discount, if any.
Other Income. Other income includes expense and/or income resulting from the remeasurement of monetary
assets denominated in a foreign currency into U.S. dollars for financial reporting purposes.
Non-GAAP Financial Measures
Certain disclosures in this report include non-GAAP 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 from
the most directly comparable measure calculated and presented in accordance with accounting principles generally
accepted in the United States (GAAP) in our consolidated balance sheets and related consolidated statements of
operations, comprehensive income, changes in stockholders’ equity and cash flows.
Base Business Net Sales. Base business net sales is a non-GAAP financial measure used by management to
measure operating performance. We define base business net sales as our net sales excluding (1) the impact of
acquisitions until the net sales from such acquisitions are included in both comparable periods and (2) net sales of
discontinued brands. The portion of current period net sales attributable to recent acquisitions for which there is no
corresponding period in the comparable period of the prior year is excluded. For each acquisition, the excluded period
starts at the beginning of the most recent fiscal period being compared and ends on the first anniversary of the
acquisition date. For discontinued brands, the entire amount of net sales is excluded from each fiscal period being
compared. Management has included this financial measure because it provides useful and comparable trend
information regarding the results of our business without the effect of the timing of acquisitions and the effect of
discontinued brands.
A reconciliation of base business net sales to reported net sales for fiscal 2016 and 2015 follows (in thousands):
(cid:3)(cid:3)(cid:3)
2016
(cid:3)(cid:3)(cid:3)(cid:3)
2015
Net sales from acquisitions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales of Rickland Orchards(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reported net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,391,257 $ 966,358
—
(4,106)
Base business net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 942,284 $ 962,252
(448,445)
(528)
(1) Reflects net sales for Green Giant, Mama Mary’s, the spices & seasonings business and Victoria for fiscal 2016 for
which there is no comparable period of net sales in 2015. Green Giant was acquired on November 2, 2015,
Mama Mary’s was acquired on July 10, 2015, the spices & seasonings business was acquired on November 21,
2016, and Victoria was acquired on December 2, 2016.
(2) Reflects all net sales of Rickland Orchards for each period presented. Rickland Orchards was discontinued during
the second quarter of 2016.
A reconciliation of base business net sales to reported net sales for fiscal 2015 and 2014 follows (in thousands):
Fiscal 2015
Fiscal 2014(3)
Net sales from acquisitions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales of Rickland Orchards(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reported net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 966,358 $ 848,017
—
(21,343)
Base business net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 814,668 $ 826,674
(147,584)
(4,106)
(1) Reflects net sales for Green Giant, Mama Mary’s and Specialty Brands for fiscal 2015 for which there is no
comparable period of net sales in 2014. Green Giant was acquired on November 2, 2015, Mama Mary’s was
acquired on July 10, 2015, and Specialty Brands was acquired on April 23, 2014.
- 38 -
(2) Reflects all net sales of Rickland Orchards for each period presented. Rickland Orchards was discontinued during
the second quarter of 2016.
(3) Fiscal 2015 contained 52 weeks and fiscal 2014 contained 53 weeks. We estimate that the additional week in the
fourth quarter of 2014 contributed approximately $15.0 million of incremental net sales in 2014
EBITDA and Adjusted EBITDA. EBITDA and adjusted EBITDA are non-GAAP financial measures used by
management to measure operating performance. We define EBITDA as net income before net interest expense, income
taxes, depreciation and amortization and loss on extinguishment of debt. We define adjusted EBITDA as EBITDA
adjusted for cash and non-cash acquisition-related expenses, gains and losses (which may include third party fees and
expenses, integration, restructuring and consolidation expenses and amortization of acquired inventory fair value step-
up); intangible asset impairment charges and related asset write-offs; gains or losses related to changes in the fair value
of contingent liabilities from earn-outs; loss on product recalls, including customer refunds, selling, general and
administrative expenses and the impact on cost of sales; and distribution restructuring expenses. Management believes
that it is useful to eliminate net interest expense, income taxes, depreciation and amortization, loss on extinguishment of
debt, acquisition-related expenses, gains and losses, non-cash intangible asset impairment charges and related asset
write-offs, loss on product recalls and distribution restructuring expenses because it allows management to focus on what
it deems to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from
operations. We use EBITDA and adjusted EBITDA in our business operations to, among other things, evaluate our
operating performance, develop budgets and measure our performance against those budgets, determine employee
bonuses and evaluate our cash flows in terms of cash needs. We also present EBITDA and adjusted EBITDA because
we believe they are useful indicators of our historical debt capacity and ability to service debt and because covenants in
our credit agreement and our senior notes indenture contain ratios based on these measures. As a result, internal
management reports used during monthly operating reviews feature the EBITDA and adjusted EBITDA metrics.
However, management uses these metrics in conjunction with traditional GAAP operating performance and liquidity
measures as part of its overall assessment of company performance and liquidity and therefore does not place undue
reliance on these measures as its only measures of operating performance and liquidity.
EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to
operating income, net income (loss) or any other GAAP measure as an indicator of operating performance. EBITDA and
adjusted EBITDA are not complete net cash flow measures because EBITDA and adjusted EBITDA are measures of
liquidity that do not include reductions for cash payments for an entity’s obligation to service its debt, fund its working
capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA and adjusted
EBITDA are two potential indicators of an entity’s ability to fund these cash requirements. EBITDA and adjusted
EBITDA are not complete measures of an entity’s profitability because they do not include costs and expenses for
depreciation and amortization, interest and related expenses, loss on extinguishment of debt, acquisition-related
expenses, gains and losses, income taxes, intangible asset impairment charges and related asset write-offs, gains or
losses related to changes in the fair value of contingent liabilities from earn-outs, loss on product recalls and distribution
restructuring expenses. Because not all companies use identical calculations, this presentation of EBITDA and adjusted
EBITDA may not be comparable to other similarly titled measures of other companies. However, EBITDA and adjusted
EBITDA can still be useful in evaluating our performance against our peer companies because management believes
these measures provide users with valuable insight into key components of GAAP amounts.
- 39 -
A reconciliation of EBITDA and adjusted EBITDA to net income and to net cash provided by operating
activities for fiscal 2016, 2015 and 2014 along with the components of EBITDA and adjusted EBITDA follows:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition-related inventory step-up . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on product recall, net of insurance recoveries . . . . . . . . . . . . . . .
Distribution restructuring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on change in fair value of contingent consideration . . . . . . . . . .
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on product recall, net of insurance recoveries . . . . . . . . . . . . . . .
Distribution restructuring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred financing costs and bond discount . . . . . . . .
Amortization of acquisition-related inventory step-up . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based compensation . . . . . . . . . . . . . .
Acquisition-related contingent-consideration expense, including
interest accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities, net of effects of business
combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . $
Fiscal 2016 Compared to Fiscal 2015
Fiscal 2016
109,425
67,641
74,456
37,266
2,836
291,624
17,523
5,424
5,405
791
—
1,273
—
322,040
(67,641)
(74,456)
(17,523)
—
(1,273)
337
56,190
5,426
(5,424)
5,798
(343)
Fiscal 2015
(In thousands)
69,090
$
52,149
51,131
28,653
—
201,023
6,118
6,127
—
—
1,868
2,665
—
217,801
(52,149)
(51,131)
(6,118)
(1,868)
(2,665)
107
29,152
3,900
(6,127)
5,817
(539)
Fiscal 2014
$
40,956
22,821
46,573
27,434
5,748
143,532
7,315
—
34,154
4,535
12,798
—
(8,206)
194,128
(22,821)
(46,573)
(7,315)
(12,798)
—
—
13,855
3,790
—
2,235
(2,356)
—
—
432
66,530
289,661
$
(7,701)
128,479
$
(23,451)
99,126
Net Sales. Net sales increased $424.9 million, or 44.0%, to $1,391.3 million for fiscal 2016 from $966.4
million for fiscal 2015. An additional ten months of net sales of Green Giant, acquired on November 2, 2015, and an
additional almost six months of net sales of Mama Mary’s, acquired on July 10, 2015, contributed $397.6 million and
$19.4 million, respectively, to the overall net sales increase. In addition, net sales of the spices & seasonings business,
acquired on November 21, 2016, and net sales of Victoria, acquired on December 2, 2016, contributed $28.2 million and
$3.2 million, respectively, to the overall net sales increase.
Base business net sales for fiscal 2016 decreased $20.0 million, or 2.1%, to $942.3 million from $962.3 million
for fiscal 2015. The $20.0 million decrease was attributable to a decrease in unit volume of $13.5 million, or 1.4%, a
decrease in net pricing of $6.0 million, or 0.6%, and the negative impact of currency fluctuations on foreign sales of
approximately $0.5 million, or 0.1%.
A primary driver of the decline in base business net sales for fiscal 2016 was our syrup business. Our syrup
brands have been experiencing a challenging competitive environment and the net sales of those brands declined in the
aggregate $7.7 million for the year. The decline was primarily attributable to maple syrup price deflation due to the
strength of the U.S. dollar relative to the Canadian dollar, which has resulted in increased competition in the maple syrup
category and contractually mandated price reductions with certain of our foodservice customers. Another significant
- 40 -
factor in the decline in base business net sales for fiscal 2016 was the TrueNorth brand, which declined $6.4 million, or
33.9%. The TrueNorth net sales decline was primarily the result of historically high almond prices in 2015. In response
to increased almond costs, we increased the selling price for TrueNorth products, which had a negative impact on
consumer demand. Although we have rolled back pricing as almond prices have begun to return to historical norms,
consumer demand has not returned to prior levels. Base business net sales were also negatively impacted by net sales of
our Ortega products, which decreased $3.7 million, or 2.6%. A portion of the decrease was attributable to the effects of
the product recall we announced in November 2014, which caused an increase in net sales of Ortega in fiscal 2015 due
to customers restocking inventory of products affected by the recall, partially offset by $1.2 million of customer refunds
related to the recall. $1.5 million of the decrease in net sales of Ortega was due to a net pricing decrease in fiscal 2016.
See Note 15, “Net Sales by Brand,” to our consolidated financial statements in Part I, Item 1 of this report, for
detailed information regarding total net sales by brand for fiscal 2016 and fiscal 2015 for each of our brands that equaled
or exceeded approximately 2% of our fiscal 2016 net sales and for all other brands in the aggregate.
The following chart sets forth the most significant base business net sales increases and decreases by brand for
fiscal 2016:
Brand:
Base Business
Net Sales Increase (Decrease)
Percentage
Dollars
(in millions)
Pirate Brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Green Giant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Las Palmas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.2
2.9
2.4
TrueNorth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maple Grove Farms of Vermont . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ortega . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mrs. Dash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Spring Tree . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New York Style . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mama Mary's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base business net sales decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(6.4)
(4.9)
(3.7)
(2.6)
(2.4)
(2.4)
(2.0)
(4.1)
(20.0)
3.9 %
2.7 %
6.6 %
(33.9)%
(6.3)%
(2.6)%
(4.0)%
(11.3)%
(6.7)%
(10.7)%
(1.2)%
(2.1)%
Gross Profit. Gross profit increased $158.4 million, or 54.7%, to $448.0 million for fiscal 2016 from $289.6
million for fiscal 2015. Gross profit expressed as a percentage of net sales increased to 32.2% in fiscal 2016 from 30.0%
in fiscal 2015, an increase of 2.2 percentage points. The increase in gross profit percentage was primarily driven by the
acquisition of Green Giant. Gross profit percentage was also positively impacted by decreased costs for commodities,
packaging and distribution for the base business and improved product mix, which was partially offset by the
unfavorable impact the decrease in base business sales volume had on cost absorption, a net reduction in base business
pricing, and the impact of the write-off of Rickland Orchards inventory in connection with our decision to discontinue
the brand. See Note 6, “Goodwill and Other Intangible Assets” to our consolidated financial statements for a more
detailed description of this write-off.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $68.9
million, or 65.0%, to $174.8 million for fiscal 2016 from $105.9 million for fiscal 2015, primarily due to the
Green Giant acquisition. Acquisition-related expenses and distribution restructuring expenses increased $10.0 million
for fiscal 2016. The remaining $58.9 million of the increase was attributable to increases in consumer marketing of $41.6
million, selling expenses of $8.7 million (which includes a $7.5 million increase in brokerage expenses and a $1.2
million increase in salesperson compensation), warehousing expenses of $7.4 million and general and administrative
expenses of $1.2 million (primarily related to compensation). Expressed as a percentage of net sales, selling, general
and administrative expenses increased 1.5 percentage points to 12.5% for fiscal 2016 from 11.0% for fiscal 2015.
- 41 -
Amortization Expense. Amortization expense increased $2.5 million to $13.8 million for fiscal 2016 from
$11.3 million for fiscal 2015 due to the Victoria and spices & seasonings acquisitions completed in fiscal 2016 and the
Green Giant and Mama Mary’s acquisitions completed in fiscal 2015.
Impairment of Intangible Assets. Impairment of intangible assets of $5.4 million for fiscal 2016 includes a $4.5
million loss for the impairment of amortizable trademarks and a $0.9 million loss for the impairment of customer
relationship intangibles, both relating to Rickland Orchards, as we discontinued the Rickland Orchards brand because
there was not sufficient demand to warrant continued production. See Note 6, “Goodwill and Other Intangible Assets”
to our consolidated financial statements for a more detailed description of the impairment of intangible assets related to
Rickland Orchards.
Operating Income. As a result of the foregoing, operating income increased $81.6 million, or 47.4%, to $254.0
million for fiscal 2016 from $172.4 million for fiscal 2015. Operating income expressed as a percentage of net sales
increased to 18.3% in fiscal 2016 from 17.8% in fiscal 2015.
Net Interest Expense. Net interest expense increased $23.4 million, or 45.6%, to $74.5 million for fiscal 2016
from $51.1 million in fiscal 2015. The increase was primarily attributable to additional indebtedness outstanding during
fiscal 2016 as compared to fiscal 2015 as a result of the Green Giant acquisition, the spices & seasonings acquisition,
and the Victoria acquisition. See “—Liquidity and Capital Resources—Debt” below.
Loss on Extinguishment of Debt. Loss on extinguishment of debt for fiscal 2016 includes the write-off of
deferred debt financing costs and unamortized discount of $2.2 million and $0.6 million, respectively, relating to the
repayment of $40.1 million aggregate principal amount of our tranche A term loans and $109.9 million aggregate
principal amount of our tranche B term loans. We did not incur a loss on extinguishment of debt for fiscal 2015.
See “-Debt” below.
Other Income. Other income for fiscal 2016 includes remeasurement of monetary assets denominated in a
foreign currency into U.S. dollars of $0.4 million.
Income Tax Expense. Income tax expense increased $15.5 million to $67.6 million for fiscal 2016 from $52.1
million for fiscal 2015. Our effective tax rate was 38.2% for fiscal 2016 and 43.0% for fiscal 2015.
Fiscal 2015 Compared to Fiscal 2014
Net Sales. Net sales increased $118.4 million, or 14.0%, to $966.4 million for fiscal 2015 from $848.0 million
for fiscal 2014. Net sales of Green Giant, acquired on November 2, 2015, contributed $106.2 million to the overall
increase, and net sales of Mama Mary’s, acquired on July 10, 2015, contributed $18.4 million. Additional months of
ownership of Specialty Brands, which was acquired on April 23, 2014, contributed $23.1 million to fiscal 2015 net sales.
Fiscal 2014 included an extra reporting week. Excluding the impact of the extra reporting week and customer
refunds relating to the Ortega recall, which negatively impacted base business net sales by $15.0 million and $2.9
million, respectively, base business net sales for fiscal 2015 increased by $0.2 million, or less than 0.1%, to $815.9
million from $815.7 million for fiscal 2014. The $0.2 million increase was attributable to an increase in net pricing of
$12.3 million, or 1.5%, offset by a decrease in unit volume of $12.1 million, or 1.5%. See Note 15, “Net Sales by
Brand,” to our consolidated financial statements in Part II, Item 8 of this report, for detailed information regarding total
net sales by brand for fiscal 2015 and fiscal 2014 for each of our brands that equals or exceeds 2% of our fiscal 2016 net
sales and for all other brands in the aggregate.
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The following chart sets forth the most significant base business net sales increases and decreases by brand for
fiscal 2015.
Brand:
Base Business
Net Sales Increase (Decrease)
Percentage
Dollars
(in millions)
Ortega . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
New York Style . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TrueNorth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Polaner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base business net sales decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Extra reporting week(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer refunds related to recall, net of insurance recoveries(2) . . . . . . . . . . . . . . . . . . . .
Base business net sales increase (excluding the impact of the extra reporting week and
the product recall) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8.5 %
(17.0)%
(12.7)%
(6.4)%
(2.2)%
(1.5)%
11.5
(4.8)
(2.8)
(2.3)
(13.6)
(12.0)
15.0
(2.8)
0.2
— %
(1) Fiscal 2015 contained 52 weeks and fiscal 2014 contained 53 weeks.
(2) Reflects customer refunds relating to the Ortega and Las Palmas recall announced in November 2014.
Gross Profit. Gross profit for fiscal 2015 increased $41.8 million, or 16.9%, to $289.6 million from $247.8
million for fiscal 2014. Gross profit expressed as a percentage of net sales increased to 30.0% in fiscal 2015 from 29.2%
in fiscal 2014. The 0.8 percentage point increase resulted primarily from price increases, partially offset by $6.1 million
of non-cash amortization of the step-up of inventory acquired in the Green Giant acquisition. The increase in fiscal 2015
gross profit percentage was also attributable to the negative impact that the fourth quarter of 2014 product recall and
write-off of certain raw material and finished goods inventory used in the production of Rickland Orchards products had
on gross profit percentage in fiscal 2014.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $12.9
million, or 13.9%, to $105.9 million for fiscal 2015 (which includes $5.7 million of incremental operating expenses
related to Green Giant) from $93.0 million for fiscal 2014. The increase was primarily due to increases in general and
administrative expenses of $7.7 million (primarily consisting of increases in accruals for performance-based
compensation), warehousing expenses of $4.5 million (primarily consisting of $2.7 million of distribution restructuring
expenses), selling expenses of $4.2 million (including an increase of $3.4 million for salesperson compensation, partially
offset by a decrease in brokerage expenses of $0.3 million), partially offset by decreases in consumer marketing of $2.3
million (primarily related to a reduction in demo spending) and acquisition-related expenses of $1.2 million. Expressed
as a percentage of net sales, selling, general and administrative expenses remained flat at 11.0% for fiscal 2015.
Impairment of Intangible Assets. We did not have any impairment of intangible assets during 2015.
Impairment of intangible assets of $34.2 million for fiscal 2014 includes a $26.8 million loss for the impairment of
amortizable trademarks and a $7.4 million loss for the impairment of customer relationship intangibles, both relating to
Rickland Orchards, due primarily to our reduced projections for net sales to the club channel for the core products of
Rickland Orchards. See Note 6, “Goodwill and Other Intangible Assets” to our consolidated financial statements for a
more detailed description of the impairment of intangible assets related to Rickland Orchards.
Gain on Change in Fair Value of Contingent Consideration. In addition to the base purchase price
consideration paid at closing, the acquisition agreement for Rickland Orchards requires that we pay additional purchase
price earn-out consideration contingent upon the achievement of revenue growth targets during fiscal 2014, 2015 and
2016. At the time of the acquisition, we established the fair value of the contingent consideration using revenue growth
targets meant to achieve operating results in excess of base purchase price acquisition model assumptions. As required,
at June 28, 2014 we remeasured the fair value of the contingent consideration using the actual operating results through
June 28, 2014 and our revised forecasted operating results for the remainder of fiscal 2014, 2015 and 2016, and reduced
the probability of achievement and the fair value of the contingent consideration to zero. This resulted in a non-cash
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gain of $8.2 million that is included in gain on change in fair value of contingent consideration in the accompanying
audited consolidated statements of operations for fiscal 2014.
Amortization Expense. Amortization expense decreased $1.4 million to $11.3 million for fiscal 2015 from $12.7
million in fiscal 2014. The decrease is due to the reduction in the Rickland Orchards amortizable intangible assets
recorded resulting from the impairment of the Rickland Orchards brand and customer relationship intangible assets in
fiscal 2014, partially offset by the Mama Mary’s and Green Giant acquisitions completed in fiscal 2015.
Operating Income. As a result of the foregoing, operating income increased $56.3 million, or 48.5%, to $172.4
million in fiscal 2015 from $116.1 million in fiscal 2014. Operating income expressed as a percentage of net sales
increased 4.1 percentage points to 17.8% in fiscal 2015 from 13.7% in fiscal 2014.
Net Interest Expense. Net interest expense for fiscal 2015 increased $4.5 million, or 9.8%, to $51.1 million
from $46.6 million in fiscal 2014. The increase was primarily attributable to additional borrowings used to fund the
Green Giant acquisition. See “—Liquidity and Capital Resources—Debt” below.
Loss on Extinguishment of Debt. We did not have a loss on extinguishment of debt in fiscal 2015. Loss on
extinguishment of debt for fiscal 2014 includes costs relating to the termination of our prior credit agreement and the
repayment of all outstanding obligations thereunder, including the write-off of deferred debt financing costs and
unamortized discount of $5.4 million and $0.3 million, respectively.
Income Tax Expense. Income tax expense increased $29.3 million to $52.1 million in fiscal 2015 from $22.8
million in fiscal 2014. Our effective tax rate was 43.0% in fiscal 2015 and 35.8% in fiscal 2014. Due to an adjustment of
deferred taxes for state apportionment as a result of the Green Giant and Mama Mary’s acquisitions, a deferred tax
expense of $7.2 million was recorded in fiscal 2015, which increased the fiscal 2015 effective tax rate by 5.9 percentage
points.
Liquidity and Capital Resources
Our primary liquidity requirements include debt service, capital expenditures and working capital needs. See
also, “Dividend Policy” and “Commitments and Contractual Obligations” below. We fund our liquidity requirements, as
well as our dividend payments and financing for acquisitions, primarily through cash generated from operations and
external sources of financing, including our revolving credit facility.
Cash Flows
Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $161.2 million
to $289.7 million for fiscal 2016 from $128.5 million for fiscal 2015. The increase in net cash provided by operating
activities in fiscal 2016 as compared to fiscal 2015 was primarily due to the Green Giant acquisition, including the
favorable impact of an increase in cash provided by working capital and higher net income for fiscal 2016, as compared
to fiscal 2015. Net cash provided by operating activities increased $29.4 million to $128.5 million for fiscal 2015 from
$99.1 million for fiscal 2014. The increase in net cash provided by operating activities in fiscal 2015 as compared to
fiscal 2014 was primarily due to increased acquisition-related sales, offset by decreased costs associated with the Ortega
and Las Palmas recall and acquisition-related integration costs that resulted in an increase in net income before
depreciation, amortization, loss on extinguishment of debt and other non-cash expenses, and a reduction in net working
capital costs.
Net Cash Used in Investing Activities. Net cash used in investing activities decreased $411.2 million to $481.2
million for fiscal 2016 from $892.4 million for fiscal 2015. The decrease was primarily attributable to the decrease in
payments made for the acquisition of businesses, net of cash acquired, partially offset by an increase in capital spending
for fiscal 2016, as compared to fiscal 2015. During fiscal 2016, we acquired Victoria and the spices & seasonings
business for $71.9 million and $366.9 million, respectively. During fiscal 2015, we acquired Green Giant and Mama
Mary’s for $822.8 million and $51.0 million, respectively. Net cash used in investing activities increased $415.2 million
to $892.4 million for fiscal 2015 from $173.3 million for fiscal 2014. The increase was primarily attributable to the
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increase in payments made for the acquisition of businesses, net of cash acquired, partially offset by a decrease in capital
spending for fiscal 2015, as compared to fiscal 2014. During fiscal 2014, we acquired Specialty Brands for $154.3
million. During fiscal 2016, 2015 and 2014 net cash used in investing activities included capital expenditures of $42.4
million, $18.6 million and $19.0 million, respectively, which included expenditures for building improvements,
purchases of manufacturing and computer equipment and capitalized interest. During fiscal 2017, we expect that our
capital expenditures will be approximately $60.0 million.
Net Cash Provided by Financing Activities. Net cash provided by financing activities for fiscal 2016 decreased
$551.4 million to $216.0 million from $767.4 million for fiscal 2015. The decrease was primarily attributable to
differences in the net effects of our equity offerings in March and August, prepayments of long-term debt and
borrowings under our revolving credit facility in fiscal 2016, as compared to fiscal 2015. Net cash provided by
financing activities for fiscal 2015 increased $695.8 million to $767.4 million from $71.6 million for fiscal 2014. The
increase in net cash provided by financing activities from fiscal 2014 to fiscal 2015 was primarily the result of increased
borrowings used to fund the Green Giant acquisition and our fiscal 2015 equity offering. See “—Debt” below.
Cash Income Tax Payments. Based on a number of factors, including amortization for tax purposes of our
trademarks, goodwill and other intangible assets acquired in prior acquisitions, we realized a significant reduction in
cash taxes in fiscal 2016, 2015 and 2014 as compared to our tax expense for financial reporting purposes. During the
second quarter of 2016, we discontinued the Rickland Orchards brand, which resulted in a one-time cash taxes benefit of
$17.3 million for fiscal 2016. We believe that we will realize a benefit to our cash taxes payable from amortization of
our trademarks, goodwill and other intangible assets for the taxable years 2017 through 2031. If there is a change in U.S.
federal tax policy that reduces any of these available deductions or results in an increase in our corporate tax rate, our
cash taxes payable may increase further, which could significantly reduce our future liquidity and impact our ability to
make interest and dividend payments.
Dividend Policy
For a discussion of our dividend policy, see the information set forth under the heading “Dividend Policy” in
Part II, Item 5 of this report.
Acquisitions
Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the
foreseeable future by additional acquisitions. As discussed elsewhere in this report, as part of our growth strategy we
plan to expand our brand portfolio with disciplined acquisitions of complementary brands. We have historically
financed acquisitions by incurring additional indebtedness, issuing equity and/or using cash flows from operating
activities. Our interest expense has over time increased as a result of additional indebtedness we have incurred in
connection with acquisitions and will increase with any additional indebtedness we may incur to finance future
acquisitions. Although we may subsequently issue equity and use the proceeds to repay all or a portion of the additional
indebtedness incurred to finance an acquisition and reduce our interest expense, the additional shares of common stock
would increase the amount of cash flows from operating activities necessary to fund dividend payments.
We financed the Mama Mary's acquisition, completed in July 2015, with cash on hand from the proceeds of a
public offering of common stock we completed in May 2015. We financed the Green Giant acquisition, completed in
November 2015, with additional indebtedness, and we repaid a portion of that additional indebtedness with the proceeds
of a public offering of common stock we completed in March 2016, as described below. We financed the spices &
seasonings acquisition, completed in November 2016, with cash on hand, including the net proceeds of our August 2016
public offering of common stock, and additional revolving loans under our existing credit facility. We financed the
Victoria acquisition, completed in December 2016, with cash on hand and additional revolving loans under our existing
credit facility. The impact of future acquisitions, whether financed with additional indebtedness or otherwise, may have
a material impact on our liquidity and capital resources.
- 45 -
Debt
Senior Secured Credit Agreement. On October 2, 2015, we amended and restated our existing senior
secured credit agreement dated as of June 5, 2014. The amendment provided for an incremental tranche B term loan
facility to be made available under the credit agreement to finance a portion of the purchase price for the Green
Giant acquisition. On November 2, 2015, we funded the purchase price, inventory adjustment at closing, initial
working capital requirements and related transaction fees and expenses for the Green Giant acquisition with
additional revolving loans and $750.0 million of tranche B term loans under the credit agreement. During the first
quarter of 2016, we made an optional prepayment of $40.1 million aggregate principal amount of our tranche A term
loans and $109.9 million aggregate principal amount of our tranche B term loans using the proceeds of a common
stock offering completed in March 2016. At December 31, 2016, $233.6 million of tranche A term loans, $640.1
million of tranche B term loans and $176.0 million of revolving loans were outstanding under our credit agreement.
The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our
domestic subsidiaries’ real property. At December 31, 2016, the available borrowing capacity under our revolving
credit facility, net of outstanding letters of credit of $2.0 million, was $322.0 million. Proceeds of the revolving credit
facility may be used for general corporate purposes, including acquisitions of targets in the same or a similar line of
business as our company, subject to specified criteria. The revolving credit facility matures on June 5, 2019.
The tranche A term loans are subject to principal amortization. $7.5 million was due and paid in fiscal 2014,
$18.8 million was due and paid in fiscal 2015, $26.2 million was due and paid in fiscal 2016, $10.5 million is due and
payable in fiscal 2017 and $76.9 million is due and payable in fiscal 2018. The balance of all borrowings under the
tranche A term loan facility, or $146.2 million, is due and payable at maturity on June 5, 2019. The entire $640.1 million
principal amount of tranche B term loans outstanding as of December 31, 2016, are due and payable at maturity on
November 2, 2022.
Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A
term loan facility, is determined based on alternative rates that we may choose in accordance with the credit agreement,
including a base rate per annum plus an applicable margin ranging from 0.50% to 1.00%, and LIBOR plus an applicable
margin ranging from 1.50% to 2.00%, in each case depending on our consolidated leverage ratio. At December 31,
2016, the revolving credit facility and the tranche A term loan interest rates were approximately 2.74% and 2.76%,
respectively.
Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in
accordance with the credit agreement, including a base rate per annum plus an applicable margin of 2.00%, and LIBOR
plus an applicable margin of 3.00%. At December 31, 2016, the tranche B term loan interest rate was approximately
3.75%.
For further information regarding our credit agreement, including a description of optional and mandatory
prepayment terms, and financial and restrictive covenants, see Note 7, “Long-Term Debt,” to our consolidated financial
statements in Part II, Item 8 of this report.
4.625% Senior Notes due 2021. On June 4, 2013, we issued $700.0 million aggregate principal amount of
4.625% senior notes due 2021 at a price to the public of 100% of their face value. We used the net proceeds from the
issuance of the 4.625% senior notes to purchase or redeem all $248.5 million principal amount of our then existing
7.625% senior notes due 2018, to repay $222.2 million principal amount of our then existing tranche B term loans and
approximately $40.0 million principal amount of revolving loans under our then existing credit agreement, and to pay
related premiums, fees and expenses. We used the remaining net proceeds for our acquisition of Pirate Brands,
completed in July 2013.
Interest on the senior notes is payable on June 1 and December 1 of each year. The senior notes will mature on
June 1, 2021, unless earlier retired or redeemed as permitted or required by the terms of the indenture governing the
senior notes as described in Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this
report. We may also, from time to time, seek to retire the senior notes through cash repurchases of the senior notes or
exchanges of the senior notes for equity securities or both, in open market purchases, privately negotiated transactions or
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otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity
requirements, contractual restrictions and other factors. The amounts involved may be material. See Note 7, “Long-
Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report for a more detailed description of
the senior notes.
Deferred Debt Financing Costs. During fiscal 2016, we wrote-off and expensed $2.2 million of debt financing
costs in connection with the repayment of $40.1 million aggregate principal amount of our tranche A term loans and
$109.9 million aggregate principal amount of our tranche B term loans. During fiscal 2015, we capitalized $14.5 million
of debt financing costs relating to the tranche B term loans, which are being amortized over the seven year scheduled
term of the tranche B term loans. During fiscal 2014, we wrote-off and expensed $5.4 million of deferred debt financing
costs relating to the termination of our prior credit agreement, which included the repayment of $121.9 million aggregate
principal amount of our tranche A term loans and $215.0 million of revolving loans. During fiscal 2014, we capitalized
$5.6 million and $2.9 million of debt financing costs relating to the new revolving credit facility and tranche A term
loans, respectively, which are being amortized over the five year scheduled term of the revolving credit facility and
tranche A term loans.
Future Capital Needs
On December 31, 2016, our total long-term debt of $1,746.8 million, net of our cash and cash equivalents of
$28.8 million, was $1,718.0 million. Stockholders’ equity as of that date was $785.7 million.
Our ability to generate sufficient cash to fund our operations depends generally on our results of operations and
the availability of financing. Our management believes that our cash and cash equivalents on hand, cash flow from
operating activities and available borrowing capacity under our revolving credit facility will be sufficient for the
foreseeable future to fund operations, meet debt service requirements, fund capital expenditures, make future
acquisitions, if any, and pay our anticipated quarterly dividends on our common stock.
We expect to make capital expenditures of approximately $60.0 million in the aggregate during fiscal 2017.
This includes an anticipated one-time capital expenditure of approximately $17.0 million to move equipment used in the
production of certain Green Giant products from General Mills’ Belvidere, Illinois manufacturing facility to an existing
B&G Foods manufacturing facility and one or more co-packers.
Seasonality
Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons or
certain other annual events. In general our sales are higher during the first and fourth quarters.
We purchase most of the produce used to make our frozen and shelf-stable vegetables, shelf-stable pickles,
relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we
generally purchase the majority of our maple syrup requirements during the months of April through August.
Consequently, our liquidity needs are greatest during these periods.
Inflation
We are currently locked into pricing and supply for substantially all of our major commodities, other than
maple syrup, through fiscal 2017 at a cost increase of less than 1% of cost of goods sold and will continue to manage
inflation risk by entering into short term supply contracts and advance commodities purchase agreements from time to
time, and, if necessary, by raising prices. During each of fiscal 2016 and fiscal 2015 we had a minimal cost decrease. To
the extent we are unable to avoid or offset any present or future cost increases by locking in our costs, implementing cost
saving measures or increasing prices to our customers, our operating results could be materially and adversely affected.
In addition, if input costs begin to decline, customers may look for price reductions in situations where we have locked
into purchases at higher costs.
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Contingencies
See Note 13, “Commitments and Contingencies,” to our consolidated financial statements in Part II, Item 8 of
this report.
Recent Accounting Pronouncements
See Note 2(s), “Summary of Significant Accounting Policies — Recently Issued Accounting Standards,” to our
consolidated financial statements in Part II, Item 8 of this report.
Off-balance Sheet Arrangements
As of December 31, 2016, 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, future purchase obligations and future pension obligations as
set forth in the following table as of December 31, 2016.
Payments Due by Period
Contractual Obligations:
Total
Fiscal
2017
Fiscal 2018 Fiscal 2020 Fiscal 2022
and 2021
and Thereafter
and 2019
(In thousands)
Long-term debt—principal . . . . . . . . . . . . . . . . . . . . $ 1,749,750 $ 10,515 $ 399,125 $ 700,000 $ 640,110
Long-term debt—interest(1) . . . . . . . . . . . . . . . . . . .
33,493
77
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase obligations(2) . . . . . . . . . . . . . . . . . . . . . . .
—
Pension obligations(3) . . . . . . . . . . . . . . . . . . . . . . . .
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,163,640 $ 123,284 $ 541,087 $ 825,589 $ 673,680
114,758
10,831
—
—
127,039
14,923
—
—
340,651
34,133
35,606
3,500
65,361
8,302
35,606
3,500
(1) Expected interest payments on long-term debt are based on principal amounts outstanding, scheduled maturity dates
and interest rates at December 31, 2016. See Note 7, “Long-Term Debt,” to our consolidated financial statements in
Part II, Item 8 for further information as to our long-term debt interest obligations.
(2) For the purposes of this table, purchase obligations means agreements to purchase goods or services (such as raw
materials, commodities, packaging, other materials and supplies and co-manufacturing arrangements) that are
enforceable and legally binding on B&G Foods and that specify all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the
transaction. The purchase obligations in the above table do not represent our entire expected future purchases for
goods and services, which are significantly higher than the amounts set forth above. The table does not include
purchase obligations under contracts that may be cancelled by B&G Foods without material penalty. Any amounts
reflected on our consolidated balance sheet as accounts payable and accrued liabilities are excluded from the
purchase obligations set forth in the table above. Penalties, if any, related to molds and equipment based upon
failure to meet minimum volume requirements are also excluded from the table because we are unable to determine
whether such penalties will be incurred and, if incurred, over what time period they will be paid.
(3) We expect to make $3.5 million of defined pension benefit contributions during fiscal 2017. We are unable to
reliably estimate the timing of pension contributions and contribution amounts beyond fiscal 2017.
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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:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
our substantial leverage;
the effects of rising costs for our raw materials, packaging and ingredients;
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 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;
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;
future impairments of our goodwill and intangible assets;
our sustainability initiatives and changes to environmental laws and regulations;
other factors that affect the food industry generally, including:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
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
other factors discussed elsewhere in this report, including under Item 1A, “Risk Factors,” and in our other
public filings with the SEC.
- 49 -
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. There may be other factors that may
cause our actual results to differ materially from the forward-looking statements, including factors disclosed under the
sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in this report. You should evaluate all forward-looking statements made in this report in the context of these
risks and uncertainties. We urge investors not to unduly rely on forward-looking statements contained in this report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our principal market risks are exposure to changes in commodity prices, interest rates on borrowings and
foreign currency exchange rates and market fluctuation risks related to our defined benefit pension plans.
Commodity Prices and Inflation. The information under the heading “Inflation” in Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference.
Interest Rate Risk. In the normal course of operations, we are exposed to market risks relating to our long-term
debt arising from adverse changes in interest rates. Market risk is defined for these purposes as the potential change in
the fair value of a financial asset or liability resulting from an adverse movement in interest rates.
Changes in interest rates impact our fixed and variable rate debt differently. For fixed rate debt, a change in
interest rates will only impact the fair value of the debt, whereas for variable rate debt, a change in the interest rates will
impact interest expense and cash flows. At December 31, 2016, we had $700.0 million of fixed rate debt and $1,049.7
million of variable rate debt.
Based upon our principal amount of long-term debt outstanding at December 31, 2016, a hypothetical 1.0%
increase or decrease in interest rates would have affected our annual interest expense by approximately $10.5 million.
The carrying values and fair values of our revolving credit loans, term loans and senior notes as of December
31, 2016 and January 2, 2016 are as follows (in thousands):
Revolving credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tranche A term loans due 2019 . . . . . . . . . . . . . . . . . . . . . . . .
Tranche B term loans due 2022 . . . . . . . . . . . . . . . . . . . . . . . .
4.625% senior notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . .
176,000 (1)
176,000
233,378 (2) 232,795 (1)
637,391 (3) 645,358 (1)
714,000 (4)
700,000
40,000 (1)
40,000
273,285 (2) 272,381 (1)
746,331 (3) 749,063 (1)
691,250 (4)
700,000
December 31, 2016
January 2, 2016
Carrying Value Fair Value Carrying Value Fair Value
(1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that
are not active.
(2) The carrying values of the tranche A term loans are net of discount. At December 31, 2016 and January 2, 2016, the face
amounts of the tranche A term loans were $233.6 million and $273.8 million, respectively.
(3) The carrying values of the tranche B term loans are net of discount. At December 31, 2016 and January 2, 2016, the face
amounts of the tranche B term loans were $640.1 million and $750.0 million, respectively.
(4) Fair values are estimated based on quoted market prices.
- 50 -
Cash and cash equivalents, trade accounts receivable, income tax receivable/payable, trade accounts payable,
accrued expenses and dividends payable are reflected on our consolidated balance sheets at carrying value, which
approximates fair value due to the short-term nature of these instruments.
For more information, see Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8
of this report.
Foreign Currency Risk. Our foreign sales are primarily to customers in Canada. Our sales to Canada are
generally denominated in Canadian dollars and our sales for export to other countries are generally denominated in U.S.
dollars. During fiscal 2016, 2015 and 2014, our net sales to customers in foreign countries represented approximately
7.1%, 5.2% and 3.6%, respectively, of our total net sales. We also purchase certain raw materials from foreign suppliers.
For example, we purchase a significant majority of our maple syrup requirements from suppliers in Québec, Canada.
These purchases are made in Canadian dollars. A weakening of the U.S. dollar in relation to the Canadian dollar would
significantly increase our future costs relating to the production of our maple syrup products to the extent we have not
purchased Canadian dollars or otherwise entered into a currency hedging arrangement in advance of any such weakening
of the U.S. dollar. Our purchases of raw materials from other foreign suppliers are generally denominated in U.S.
dollars, but certain purchases of raw materials in Mexico are denominated in Mexican pesos.
As a result, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign
currency fluctuations, and these fluctuations may have an adverse impact on operating results.
Market Fluctuation Risks Relating to our Defined Benefit Pension Plans. See Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of
Estimates – Pension Plans” and Note 12, “Pension Benefits,” to our consolidated financial statements in Part II, Item 8
of this report for a discussion of the exposure of our defined benefit pension plan assets to risks related to market
fluctuations.
- 51 -
Item 8. Financial Statements and Supplementary Data.
The consolidated balance sheets at December 31, 2016 and January 2, 2016 and the consolidated statements of
operations, comprehensive income, changes in stockholders’ equity and cash flows for fiscal 2016, 2015 and 2014 and
related notes are set forth below.
Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
Consolidated Balance Sheets as of December 31, 2016 and January 2, 2016 . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2016, January 2, 2016 and
January 3, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016,
January 2, 2016 and January 3, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2016,
January 2, 2016 and January 3, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2016, January 2, 2016 and
January 3, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule II—Schedule of Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
55
56
57
58
59
60
97
- 52 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
B&G Foods, Inc.:
We have audited the accompanying consolidated balance sheets of B&G Foods, Inc. and subsidiaries as of
December 31, 2016 and January 2, 2016, and the related consolidated statements of operations, comprehensive income,
changes in stockholders’ equity and cash flows for the fiscal years ended December 31, 2016, January 2, 2016 and
January 3, 2015. In connection with our audits of the consolidated financial statements, we also have audited the
schedule of valuation and qualifying accounts. These consolidated financial statements and financial statement schedule
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of B&G Foods, Inc. and subsidiaries as of December 31, 2016 and January 2, 2016, and the results of
their operations and their cash flows for the fiscal years ended December 31, 2016, January 2, 2016 and January 3, 2015,
in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), B&G Foods, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), and our report dated March 1, 2017 expressed an unqualified opinion on the
effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Short Hills, New Jersey
March 1, 2017
- 53 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
B&G Foods, Inc.:
We have audited B&G Foods, Inc.’s internal control over financial reporting as of December 31, 2016, based
on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). B&G Foods, Inc.’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in “Management’s Report on Internal Control Over Financial Reporting.” Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, B&G Foods, Inc. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
B&G Foods, Inc. acquired the spices & seasonings business of ACH Food Companies, Inc. on November 21,
2016, and the Victoria business on December 2, 2016, and management excluded from its assessment of the
effectiveness of B&G Foods, Inc.’s internal control over financial reporting as of December 31, 2016, the spices &
seasonings and Victoria businesses’ internal control over financial reporting associated with 16.1% of total assets and
2.3% of total net sales included in the consolidated financial statements of B&G Foods, Inc. and subsidiaries as of and
for the fiscal year ended December 31, 2016. Our audit of internal control over financial reporting of B&G Foods, Inc.
also excluded an evaluation of the internal control over financial reporting of the spices & seasonings and Victoria
businesses.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of B&G Foods, Inc. and subsidiaries as of December 31, 2016 and
January 2, 2016, and the related consolidated statements of operations, comprehensive income, changes in stockholders’
equity and cash flows for the fiscal years ended December 31, 2016, January 2, 2016 and January 3, 2015, and our report
dated March 1, 2017 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Short Hills, New Jersey
March 1, 2017
- 54 -
B&G FOODS, INC AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share data)
(cid:3)(cid:3)(cid:3)December 31, 2016 (cid:3)(cid:3)(cid:3)(cid:3)January 2, 2016
Current assets:
Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Trade accounts receivable, less allowance for doubtful accounts and discounts of
$1,719 and $1,167 as of December 31, 2016 and January 2, 2016, respectively . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,833 $
5,246
119,265
356,590
26,399
10,787
7,902
549,776
69,712
312,880
67,517
2,514
5,292
463,161
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
245,344
614,278
1,629,482
4,625
163,642
473,145
1,442,340
1,332
3,043,505 $ 2,543,620
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98,033 $
62,393
10,515
3,875
30,879
205,695
49,593
31,233
33,750
—
20,292
134,868
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,715,268
21,405
315,480
2,257,848
1,697,771
3,212
250,084
2,085,935
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no
shares issued or outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock, $0.01 par value per share. Authorized 125,000,000 shares;
66,406,314 and 57,976,744 shares issued and outstanding as of December 31, 2016
and January 2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
—
664
387,699
(19,364)
416,658
785,657
580
162,568
(12,696)
307,233
457,685
3,043,505 $ 2,543,620
See accompanying Notes to Consolidated Financial Statements.
- 55 -
B&G FOODS, INC AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
December 31,
2016
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,391,257 $
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
943,295
447,962
Operating expenses:
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . .
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on change in fair value of contingent consideration . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
174,759
13,803
5,405
—
253,995
105,939
11,255
—
—
172,370
January 3,
Year Ended
January 2,
2016
966,358 $
676,794
289,564
2015
848,017
600,246
247,771
93,033
12,692
34,154
(8,206)
116,098
Other income and expenses:
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
74,456
2,836
(363)
177,066
67,641
109,425 $
51,131
—
—
121,239
52,149
69,090 $
46,573
5,748
—
63,777
22,821
40,956
Earnings per share:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash dividends declared per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.73 $
1.73 $
1.73 $
1.22 $
1.22 $
1.38 $
0.76
0.76
1.36
See accompanying Notes to Consolidated Financial Statements.
- 56 -
B&G FOODS, INC AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In thousands)
Year Ended
December 31, January 2, January 3,
2016
2015
2016
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 109,425 $ 69,090 $ 40,956
Other comprehensive loss:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of unrecognized prior service cost and pension deferrals, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,447)
(8,563)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 102,757 $ 67,428 $ 32,393
(8,180)
(3,737)
(116)
1,512
(6,668)
2,075
(1,662)
See accompanying Notes to Consolidated Financial Statements.
- 57 -
B&G FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share and per share data)
Common Stock
Shares
Amount
Paid-in
Capital
Additional
Balance at December 28, 2013 . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . .
Change in pension benefit (net of $4,865 of taxes) . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock for share-based
53,445,910 $
—
—
—
—
534 $ 183,113 $
—
—
—
2,235
—
—
—
—
Total
Stockholders’
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
(2,471) $ 197,187 $ 378,363
(116)
(8,447)
40,956
2,235
(116)
(8,447)
—
—
—
—
40,956
—
Equity
compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
217,787
3
(4,377)
—
—
(4,374)
Tax benefit from issuance of common stock for share-
based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends declared on common stock, $1.36 per share
Balance at January 3, 2015 . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . .
Change in pension benefit (net of $1,258 of taxes) . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock for share-based
compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . .
Tax benefit from issuance of common stock for share-
based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends declared on common stock, $1.38 per share
Balance at January 2, 2016 . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . .
Change in pension benefit (net of $917 of taxes) . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock for share-based
compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . .
Tax benefit from issuance of common stock for share-
based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends declared on common stock, $1.73 per share
Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . .
—
—
53,663,697 $
—
—
—
—
—
—
2,356
(72,978)
537 $ 110,349 $
—
—
—
5,817
—
—
—
—
—
—
—
—
2,356
(72,978)
(11,034) $ 238,143 $ 337,995
(3,737)
(3,737)
2,075
2,075
69,090
—
5,817
—
—
—
69,090
—
113,047
4,200,000
1
42
(1,751)
126,188
—
—
(1,750)
126,230
—
—
57,976,744 $
—
—
—
—
—
—
539
(78,574)
580 $ 162,568 $
—
—
—
5,798
—
—
—
—
—
—
—
—
539
(78,574)
(12,696) $ 307,233 $ 457,685
(8,180)
(8,180)
1,512
1,512
109,425
5,798
—
—
— 109,425
—
—
79,570
8,350,000
—
84
(1,410)
331,795
—
—
(1,410)
331,879
—
—
66,406,314 $
—
—
343
(111,395)
664 $ 387,699 $
—
—
343
(111,395)
(19,364) $ 416,658 $ 785,657
—
—
See accompanying Notes to Consolidated Financial Statements.
- 58 -
B&G FOODS, INC AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred debt financing costs and bond discount. . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest accretion on contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on change in fair value of contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of property, plant, and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities, net of effects of businesses acquired:
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax receivable/payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended
December 31, January 2,
January 3,
2016
2016
2015
$ 109,425 $
69,090
$
40,956
37,266
5,426
56,190
—
—
5,405
337
791
2,836
5,798
(343)
(45,763)
2,396
41,929
(3,658)
(747)
47,250
23,832
1,291
289,661
28,653
3,900
29,152
—
—
—
107
—
—
5,817
(539)
(16,927)
33,243
(52,879)
13,622
(110)
7,763
8,459
(872)
128,479
27,434
3,790
13,855
432
(8,206)
34,154
—
4,535
5,748
2,235
(2,356)
6,638
(7,672)
(5,097)
(4,652)
(642)
(8,373)
(4,122)
469
99,126
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for acquisition of businesses, net of cash acquired. . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(42,418)
(438,787)
(481,205)
(18,574)
(873,811)
(892,385)
(19,025)
(154,277)
(173,302)
Cash flows from financing activities:
Repayments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of borrowings under revolving credit facility. . . . . . . . . . . . . . . . . . . . . . . . . . .
Borrowings under revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of tax withholding on behalf of employees for net share settlement of share-based
compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate fluctuations on cash and cash equivalents . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplemental disclosures of cash flow information:
Cash interest payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash income tax payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash transactions:
Dividends declared and not yet paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals related to purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . .
(150,000)
—
(99,000)
235,000
331,879
(100,807)
343
(18,750)
746,250
(164,000)
170,000
126,230
(76,528)
539
(138,750)
299,250
(258,500)
252,500
—
(72,369)
2,356
(1,410)
—
216,005
(874)
23,587
5,246
28,833 $
(1,750)
(14,547)
767,444
218
3,756
1,490
5,246
69,755 $
15,406 $
47,231
9,398
30,879 $
— $
20,292
1,660
$
$
$
$
$
$
$
$
$
$
(4,374)
(8,494)
71,619
(60)
(2,617)
4,107
1,490
42,642
13,624
18,246
—
See accompanying Notes to Consolidated Financial Statements.
- 59 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2016, January 2, 2016 and January 3, 2015
(1)
Nature of Operations
Organization and Nature of Operations
B&G Foods, Inc. is a holding company whose principal assets are the shares of capital stock of its subsidiaries.
Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our”
refer to B&G Foods, Inc. and its subsidiaries. Our financial statements are presented on a consolidated basis.
We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality
shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Our products include frozen and canned
vegetables, hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar,
maple syrup, molasses, salad dressings, pizza crusts, Mexican-style sauces, dry soups, taco shells and kits, salsas,
pickles, peppers, tomato-based products, puffed corn and rice snacks, nut clusters and other specialty products. Our
products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy,
Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary’s, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino,
Durkee, Emeril’s, Grandma’s Molasses, Green Giant, JJ Flats, Joan of Arc, Las Palmas, Le Sueur, MacDonald’s,
Mama Mary’s, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, New York Flatbreads, New York Style,
Old London, Original Tings, Ortega, Pirate’s Booty, Polaner, Red Devil, Regina, Sa-són, Sclafani, Smart Puffs,
Spice Islands, Spring Tree, Sugar Twin, Tone’s, Trappey’s, TrueNorth, Underwood, Vermont Maid, Victoria, Weber and
Wright’s. We also sell and distribute Static Guard, a household product brand. We compete in the retail grocery,
foodservice, specialty, private label, club and mass merchandiser channels of distribution. We sell and distribute our
products directly and via a network of independent brokers and distributors to supermarket chains, foodservice outlets,
mass merchants, warehouse clubs, non-food outlets and specialty distributors.
Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons/weather
or certain other annual events. In general, our sales are higher in the first and fourth quarter. We purchase most of the produce
used to make our frozen and shelf-stable canned vegetables, pickles, relishes, peppers, tomatoes and other related specialty
items during the months of June through October, and we generally purchase the majority of our maple syrup requirements
during the months of April through August. Consequently, our liquidity needs are greatest during these periods.
Fiscal Year
We utilize a 52 - 53 week fiscal year ending on the Saturday closest to December 31. The fiscal years ended
December 31, 2016 (fiscal 2016) and January 2, 2016 (fiscal 2015) contained 52 weeks each and the fiscal year ended
January 3, 2015 (fiscal 2014) contained 53 weeks.
Business and Credit Concentrations
Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the
amount of the allowance for doubtful accounts. We perform ongoing credit evaluations of the financial condition of our
customers. Our top ten customers accounted for approximately 56.0%, 52.3% and 52.4% of consolidated net sales in
fiscal 2016, 2015 and 2014, respectively. Our top ten customers accounted for approximately 53.4%, 53.5% and 51.7%
of our consolidated trade accounts receivables as of the end of fiscal 2016, 2015 and 2014, respectively. Other than
Wal-Mart, which accounted for 24.1%, 20.4% and 19.1% of our consolidated net sales in fiscal 2016, 2015 and 2014,
respectively, no single customer accounted for more than 10.0% of consolidated net sales in fiscal 2016, 2015 or 2014.
Other than Wal-Mart, which accounted for 21.2%, 19.3% and 16.7% of our consolidated trade accounts receivables as of
the end of fiscal 2016, 2015 and 2014, respectively, no single customer accounted for more than 10.0% of our
consolidated trade accounts receivables as of the end of fiscal 2016, 2015 and 2014. As of December 31, 2016, we do
not believe we have any significant concentration of credit risk with respect to our consolidated trade accounts
receivable with any single customer whose failure or nonperformance would materially affect our results other than as
described above with respect to Wal-Mart.
During fiscal 2016, 2015 and 2014, our sales to foreign countries represented approximately 7.1%, 5.2% and
3.6%, respectively, of net sales. Our foreign sales are primarily to customers in Canada.
- 60 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(2)
Summary of Significant Accounting Policies
(a)
Basis of Presentation
The consolidated financial statements include the accounts of B&G Foods, Inc. and its subsidiaries. All
intercompany balances and transactions have been eliminated. Certain prior year amounts have been reclassified to
conform to the current year’s presentation.
(b)
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the
United States 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 and assumptions made by management involve trade and consumer promotion expenses; allowances for
excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting fair value allocations; the
recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; the
determination of the useful life of customer relationship and amortizable trademark intangibles; and the fair value of
contingent consideration. Actual results could differ significantly from these estimates and assumptions.
Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other
factors that management believes to be reasonable under the circumstances, including the current economic
environment. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in the credit
and equity markets can increase the uncertainty inherent in such estimates and assumptions.
(c)
Subsequent Events
We have evaluated subsequent events for disclosure through the date of issuance of the accompanying
consolidated financial statements.
(d)
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, all highly liquid instruments with maturities of three
months or less when acquired are considered to be cash and cash equivalents.
(e)
Prepaid and Other Current Assets
Prepaid and other current assets at January 2, 2016, included a $52.6 million receivable related to a transition
services agreement with General Mills, Inc. in connection with our Green Giant acquisition. The transition services
agreement terminated as of October 2, 2016. See Note 3, “Acquisitions.”
(f)
Inventories
Inventories are stated at the lower of cost or market and include direct material, direct labor, overhead,
warehousing and product transfer costs. Cost is determined using the first-in, first-out and average cost methods.
Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an
estimate based on our management’s review of inventories on hand compared to estimated future usage and sales.
(g)
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation on plant and equipment is calculated using the
straight-line method over the estimated useful lives of the assets, 10 to 30 years for buildings and improvements, 5 to 12
years for machinery and equipment, and 2 to 5 years for office furniture and vehicles. Leasehold improvements are
amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Expenditures for
maintenance, repairs and minor replacements are charged to current operations. Expenditures for major replacements
and betterments are capitalized. We capitalize interest on qualifying assets based on our effective interest rate. During
fiscal 2016, 2015 and 2014, we capitalized $0.5 million, $0.3 million and $0.3 million, respectively.
- 61 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(2)
Summary of Significant Accounting Policies (Continued)
(h)
Goodwill and Other Intangible Assets
Goodwill and unamortizable intangible assets (trademarks) are tested for impairment at least annually and
whenever events or circumstances occur indicating that goodwill or unamortizable intangibles might be impaired. We
perform the annual impairment tests as of the last day of each fiscal year. The annual goodwill impairment test involves
a two-step process. The first step of the impairment test involves comparing our company’s market capitalization with
our company’s carrying value, including goodwill. If the carrying value of our company exceeds our market
capitalization, we perform the second step of the impairment test to determine the amount of the impairment loss. The
second step of the goodwill impairment test involves comparing the implied fair value of goodwill with the carrying
value and recognizing a loss for the difference.
We test our unamortizable intangibles by comparing the fair value with the carrying value and recognize a loss
for the difference. We estimate the fair value of our unamortizable intangibles based on discounted cash flows that
reflect certain third party market value indicators.
Calculating our fair value for these purposes requires significant estimates and assumptions by management.
We completed our annual impairment tests for fiscal 2016, 2015 and 2014 with no adjustments to the carrying values of
goodwill and unamortizable intangibles. Each annual test confirmed that the market capitalization and fair values of our
goodwill and unamortizable intangibles, respectively, exceeded their current carrying values.
Customer relationship intangibles and amortizable trademarks are presented at cost, net of accumulated
amortization, and are amortized on a straight-line basis over their estimated useful lives of 10 to 20 years.
Seed technology assets are presented at cost, net of accumulated amortization, and are amortized utilizing a
declining balance approach over their estimated useful lives of 5 years.
(i)
Deferred Debt Financing Costs
Debt financing costs are capitalized and amortized over the term of the related debt agreements and are
included as a reduction of long-term debt. Amortization of deferred debt financing costs for fiscal 2016, 2015 and 2014
was $4.9 million, $3.6 million and $3.6 million, respectively.
(j)
Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and intangibles with estimated useful lives are
depreciated or amortized over their respective estimated useful lives to their estimated residual values, and 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 net cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated undiscounted future net 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. Recoverability of assets held for sale is
measured by a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to
sell. Estimating future cash flows and calculating the fair value of assets requires significant estimates and assumptions
by management.
Assets to be disposed of are separately presented in the consolidated balance sheets and are no longer
depreciated.
(k)
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss includes foreign currency translation adjustments relating to assets and
liabilities located in our foreign subsidiaries and changes in our pension benefits due to the initial adoption and ongoing
application of the authoritative accounting literature relating to pensions, net of tax.
- 62 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(2)
Summary of Significant Accounting Policies (Continued)
(l)
Revenue Recognition
Revenues are recognized when products are shipped. We report all amounts billed to a customer in a sale
transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are
included in cost of goods sold. Consideration from a vendor to a retailer is presumed to be a reduction to the selling
prices of the vendor’s products and, therefore, is characterized as a reduction of sales when recognized in the vendor’s
income statement. As a result, coupon incentives, slotting and promotional expenses are recorded as a reduction of
sales.
(m)
Selling, General and Administrative Expenses
We promote our products with advertising, consumer incentives and trade promotions. These programs
include, but are not limited to, discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based
incentives. Consumer incentive and trade promotion activities are recorded as a reduction to revenues based on amounts
estimated as being due to customers and consumers at the end of a period. We base these estimates principally on
historical utilization and redemption rates. We expense our advertising costs either in the period the advertising first
takes place or as incurred. Advertising expenses were approximately $26.0 million, $5.7 million and $5.1 million, for
fiscal 2016, 2015 and 2014, respectively.
(n)
Pension Plans
We have defined benefit pension plans covering approximately one third of our employees. Our funding policy
is to contribute annually the amount recommended by our actuaries. From time to time, however, we voluntarily
contribute greater amounts based on pension asset performance, tax considerations and other relevant factors.
(o)
Share Based Compensation Expense
We provide compensation benefits in the form of stock options, performance share long-term incentive awards
(LTIAs) and common stock to employees and non-employee directors. The cost of share based compensation is recorded at
fair value at the date of grant and expensed in our consolidated statement of income over the requisite service period, if any.
Performance share LTIAs granted to our executive officers and certain other members of senior management
entitle each participant to earn shares of common stock upon the attainment of certain performance goals over the
applicable performance period. The recognition of compensation expense for the performance share LTIAs is initially
based on the probable outcome of the performance condition based on the fair value of the award on the date of grant
and the anticipated number of shares to be awarded on a straight-line basis over the applicable performance period. The
fair value of the awards on the date of grant is determined based upon the closing price of our common stock on the
applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of
expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend
equivalents during the vesting period. Our company’s performance against the defined performance goals are re-
evaluated on a quarterly basis throughout the applicable performance period and the recognition of compensation
expense is adjusted for subsequent changes in the estimated or actual outcome. The cumulative effect of a change in the
estimated number of shares of common stock to be issued in respect of performance share awards is recognized as an
adjustment to earnings in the period of the revision.
The fair value of stock option awards is estimated on the date of grant using the Black-Scholes option pricing
model and is recognized in expense over the vesting period of the options using the straight-line method. The Black-
Scholes option pricing model requires various assumptions, including the expected volatility of our stock, the expected
term of the option, the risk-free interest rate and the expected dividend yield. Expected volatility is based on both
historical and implied volatilities of our common stock over the estimated expected term of the award. The risk-free rate
for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. All stock
option grants have an exercise price equal to the fair market value of our common stock on the date of grant, have a 10-
year term and cliff vest three years from the date of grant.
- 63 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(2)
Summary of Significant Accounting Policies (Continued)
We recognize compensation expense for only that portion of share based awards that are expected to vest. We
utilize historical employee termination behavior to determine our estimated forfeiture rates. If the actual forfeitures
differ from those estimated by management, adjustments to compensation expense will be made in future periods.
(p)
Income Tax Expense Estimates and Policies
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities of our
company are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance
is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes
the enactment date.
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 expenses 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 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 establish a valuation allowance.
Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period,
we include such charge in our tax provision, or reduce our tax benefits in our consolidated statements 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 deferred tax assets.
There are various factors that may cause these 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 assumptions and estimates used to prepare our consolidated financial statements when new regulations
and legislation are enacted. We recognize the benefit of an uncertain tax position that we have taken or expect to take on
our income tax returns we file if it is “more likely than not” that such tax position will be sustained based on its technical
merits.
(q)
Dividends
Cash dividends, if any, are accrued as a liability on our consolidated balance sheets and recorded as a decrease
to additional paid-in capital when declared.
- 64 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(2)
Summary of Significant Accounting Policies (Continued)
(r)
Earnings Per Share
Basic earnings per share is calculated by dividing net income by the weighted average number of shares of
common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average
number of shares of common stock outstanding plus all additional shares of common stock that would have been
outstanding if potentially dilutive shares of common stock had been issued upon the exercise of stock options or in
connection with performance share LTIAs that may be earned as of the beginning of the period using the treasury stock
method.
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
109,425 $
69,090 $
40,956
(cid:3)(cid:3)(cid:3)
Fiscal
2016
Fiscal
2015
(in thousands, except share and per share data)
Fiscal
2014
(cid:3)(cid:3)(cid:3)(cid:3)
(cid:3)(cid:3)(cid:3)
Weighted average common shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net effect of potentially dilutive share-based compensation awards(1) . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:3)
Earnings per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3) $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3) $
216,892
63,202,900
56,584,946
70,927
63,419,792
56,655,873
(cid:3)
(cid:3)
(cid:3)
(cid:3)
1.73 (cid:3) $
1.73 (cid:3) $
1.22 (cid:3) $
1.22 (cid:3) $
53,658,100
89,111
53,747,211
(cid:3)
0.76
0.76
(1) For fiscal 2016 and 2014, outstanding stock options of 22,692 and 418,158, respectively, were excluded from diluted earnings
per share as their effect was antidilutive.
(s)
Newly Adopted Accounting Standards
In April 2015, the Financial Accounting Standards Board (FASB) issued a new accounting standards
update (ASU) that requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet
as a direct deduction from the debt liability, similar to the presentation of debt discounts. The update is effective for
fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We adopted the provisions
of this ASU at the beginning of fiscal 2016 and applied the required changes in accounting principle on a retrospective
basis. Accordingly, in our consolidated balance sheet as of January 2, 2016, $28.1 million of unamortized deferred
financing costs were reclassified from other assets to long-term debt. The update impacted presentation and disclosure
only, and therefore, the adoption of this ASU did not have any impact on our consolidated financial position, results of
operations or liquidity.
(t)
Recently Issued Accounting Standards
In January 2017, the FASB issued a new ASU that simplifies the subsequent measurement of goodwill,
including the elimination of the second step from the goodwill impairment test. The update is effective for annual or any
interim impairment tests in fiscal years beginning after December 15, 2019. The adoption of this ASU will not have any
impact on our consolidated financial position, results of operations or liquidity.
In fiscal 2016, the FASB issued several new ASUs that provide for improvements to the revenue recognition
accounting standard, including principal versus agent considerations, identifying performance obligations, licensing,
narrow-scope improvements and practical expedients. The updates are effective for fiscal years beginning after
December 15, 2017, and interim periods within those fiscal years. In preparation for our adoption of the new standard in
our fiscal year ending December 29, 2018, we are obtaining representative samples of contracts and other forms of
agreements with our customers in the U.S. and international locations and plan to evaluate the provisions contained
therein in light of the five-step model specified by the new guidance. That five-step model includes: (1) determination of
whether a contract—an agreement between two or more parties that creates legally enforceable rights and obligations
- 65 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(2)
Summary of Significant Accounting Policies (Continued)
exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price;
(4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when
(or as) the performance obligation is satisfied. We are also evaluating the impact of the new standard on certain common
practices currently employed by us and by other manufacturers of consumer products, such as slotting fees, co-operative
advertising, rebates and other pricing allowances, merchandising funds and consumer coupons. We have not yet
determined the impact of the new standard on our financial statements or whether we will adopt on a prospective or
retrospective basis in the first quarter of our fiscal year ending December 29, 2018.
In March 2016, the FASB issued a new ASU that changes the accounting for certain aspects of share-based
payments to employees. The new guidance requires that excess tax benefits (which represent the excess of actual tax
benefits received at the date of vesting or settlement over the benefits recognized over the vesting period or upon
issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits
received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon
issuance of share-based payments) be recorded in the income statement as a reduction of income taxes when the awards
vest or are settled. The new guidance also requires excess tax benefits to be classified as an operating activity in the
statement of cash flows rather than as a financing activity. The ASU is effective for the first quarter of our fiscal year
ending December 30, 2017. We expect that the adoption of this new guidance in fiscal 2017 will reduce our reported
income taxes and will increase cash flows from operating activities; however, the amounts of that reduction/increase is
dependent upon the underlying vesting or exercise activity and related future stock prices.
In February 2016, the FASB issued a new ASU that requires lessees to recognize lease assets and lease
liabilities on the balance sheet for those leases classified as operating leases under current guidance. The update is
effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We are
currently evaluating the impact of this new standard.
In November 2015, the FASB issued a new ASU that requires deferred tax assets and liabilities to be classified
as noncurrent on the balance sheet. The ASU is effective for the first quarter of our fiscal year ending December 30,
2017. The adoption of this new guidance in fiscal 2017 will retrospectively reclassify all deferred tax assets and
liabilities as noncurrent in our consolidated balance sheet. The adoption of this ASU will not have any impact on our
results of operations or liquidity.
(3)
Acquisitions
On December 2, 2016, we acquired Victoria Fine Foods, LLC, and a related entity, from Huron Capital
Partners and certain other sellers for a purchase price of $71.9 million in cash, subject to a customary post-closing
working capital adjustment. We refer to this acquisition as the “Victoria acquisition.”
On November 21, 2016, we completed the acquisition of the spices & seasonings business of ACH Food
Companies, Inc. for a purchase price of $366.9 million. We refer to this acquisition as the “spices & seasonings
acquisition.” In connection with the acquisition, as of December 31, 2016, we had payables related to a transition
services agreement with ACH Food Companies of $12.6 million included in accrued expenses in the accompanying
consolidated balance sheets.
On November 2, 2015, we completed the acquisition of the Green Giant and Le Sueur brands from General
Mills, Inc. for a purchase price of $765 million in cash plus an inventory adjustment at closing of $57.8 million. We refer
to this acquisition as the “Green Giant acquisition.” In connection with the acquisition, as of January 2, 2016, we had
receivables related to a transition services agreement with General Mills of $52.6 million included in prepaid expenses
and other current assets in the accompanying consolidated balance sheets.
On July 10, 2015, we acquired Spartan Foods of America, Inc., and related entities, including the Mama Mary’s
brand, from Linsalata Capital Partners and certain other sellers for a purchase price of $51.0 million in cash. We refer to
this acquisition as the “Mama Mary’s acquisition.”
- 66 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(3)
Acquisitions (Continued)
On April 23, 2014, we completed the acquisition of Specialty Brands of America, Inc. and related entities,
including the Bear Creek Country Kitchens, Spring Tree, Cary’s, MacDonald’s, New York Flatbreads and Canoleo
brands, from affiliates of American Capital, Ltd. and certain individual sellers for a purchase price of $154.3 million in
cash. We refer to this acquisition as the “Specialty Brands acquisition.”
We have accounted for each of these acquisitions using the acquisition method of accounting and, accordingly,
have included the assets acquired, liabilities assumed and results of operations in our consolidated financial statements
from the respective date of acquisition. The excess of the purchase price over the fair value of identifiable net assets
acquired represents goodwill. Unamortizable trademarks are deemed to have an indefinite useful life and are not
amortized. Customer relationship intangibles and amortizable trademarks acquired are amortized over 10 to 20 years.
Seed technology assets acquired in the Green Giant acquisition are amortized over a period of 5 years. Goodwill and
other intangible assets, except in the case of the Specialty Brands, Mama Mary’s and Victoria acquisitions, are
deductible for income tax purposes. Inventory has been recorded at estimated selling price less costs of disposal and a
reasonable selling profit and the property, plant and equipment and other intangible assets (including trademarks,
customer relationships and other intangibles) acquired have been recorded at fair value as determined by our
management with the assistance of a third-party valuation specialist. See Note 6, “Goodwill and Other Intangible
Assets.”
The following table sets forth the preliminary allocation of the Victoria acquisition purchase price to the
estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation may
be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired and
liabilities assumed. We anticipate completing the purchase price allocation during the fourth quarter of fiscal 2017.
Victoria Acquisition (dollars in thousands):
Purchase Price:
(cid:3)
(cid:3)
(cid:3)
(cid:3) (cid:3)
(cid:3) (cid:3)
(cid:3) (cid:3)
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3) $ 71,855
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3) $ 71,855
Preliminary Allocation:
(cid:3)
(cid:3)
Trademarks—unamortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3)
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3)
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3)
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3)
Customer relationship intangibles—amortizable intangible assets . . . . . . . . . . . . . . (cid:3)
Long-term deferred income tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3)
Other working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3)
45,500
12,271
9,298
5,729
6,400
(5,653)
(1,690)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3) $ 71,855
- 67 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(3)
Acquisitions (Continued)
The following table sets forth the preliminary allocation of the spices & seasonings acquisition purchase price
to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation
may be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired
and liabilities assumed. We anticipate completing the purchase price allocation during the fourth quarter of fiscal 2017.
Spices & Seasonings Acquisition (dollars in thousands):
Purchase Price:
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 366,932
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 366,932
Preliminary Allocation:
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationship intangibles—amortizable intangible assets . . . . . . . . . . . .
Trademarks—unamortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119,089
89,250
65,200
62,193
49,571
(17,502)(1)
(869)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 366,932
(1) In connection with the spices & seasonings acquisition, we agreed to establish a defined benefit plan for certain
employees transferred to B&G Foods and certain former employees of the acquired spices & seasonings business.
We also agreed to assume certain liabilities relating to the underfunded status of the former plan that such
employees participated in prior to the acquisition. At December 31, 2016, we recognized $17.5 million in “other
liabilities” in the accompanying consolidated balance sheet to reflect our obligations with respect to the
underfunded status of the defined benefit plan assets and liabilities transferred to us.
- 68 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(3)
Acquisitions (Continued)
The following table sets forth the allocation of the Green Giant acquisition purchase price to the estimated fair
value of the net assets acquired at the date of acquisition. During the third and fourth quarters of 2016, we recorded
purchase price allocation adjustments by increasing goodwill and decreasing inventory by $7.2 million due to a change
in our valuation of inventory as of the date of acquisition. During the fourth quarter of 2016, we recorded a purchase
price allocation adjustment by increasing goodwill by $3.2 million and decreasing other working capital by $2.6 million
due to a change in our estimated accrued expenses as of the date of acquisition and decreasing property, plant and
equipment by $0.6 million due to a change our valuation of property, plant and equipment as of the date of acquisition.
Green Giant Acquisition (dollars in thousands):
Purchase Price:
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 822,786
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 822,786
Allocation:
Trademarks—unamortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationship intangibles—amortizable intangible assets . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Seed technology intangibles—amortizable intangible assets . . . . . . . . . . . . . . . . .
Other working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
422,000
232,522
94,593
38,000
43,641
2,000
(9,970)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 822,786
The following table sets forth the allocation of the Mama Mary’s acquisition purchase price to the estimated
fair value of the net assets acquired at the date of acquisition. During the second quarter of 2016, we recorded a purchase
price allocation adjustment by decreasing goodwill and increasing other working capital by $0.6 million due to a change
in our estimated accrued expenses as of the date of acquisition.
Mama Mary’s Acquisition (dollars in thousands):
Purchase Price:
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3)(cid:3)(cid:3)(cid:3)$ 51,025
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,025
Allocation:
Trademarks—unamortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationship intangibles—amortizable intangible assets . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term deferred income tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,900
17,735
4,800
1,900
2,961
(19)
(15,252)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,025
- 69 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(3)
Acquisitions (Continued)
The following table sets forth the allocation of the Specialty Brands acquisition purchase price to the estimated
fair value of the net assets acquired at the date of acquisition. During the first two quarters of fiscal 2015, we recorded a
purchase price allocation adjustment by increasing goodwill and decreasing other working capital by $0.2 million due to
a change in our valuation of inventory as of the date of acquisition.
Specialty Brands Acquisition (dollars in thousands):
Purchase Price:
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)$ 154,277
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 154,277
Allocation:
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Short-term deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks—unamortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationship intangibles—amortizable intangible assets . . . . . . . . . . . .
Other working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term deferred income tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,012
1,786
137,300
49,017
13,300
(2,233)
(48,905)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 154,277
Unaudited Pro Forma Summary of Operations
The following pro forma summary of operations presents our operations as if the spices & seasonings
acquisition had occurred as of the beginning of fiscal 2015 and as if the Green Giant acquisition and Specialty Brands
acquisitions had occurred as of the beginning of fiscal 2014. In addition to including the results of operations of these
acquisitions, the pro forma information gives effect to the interest on additional borrowings, the amortization of
trademark, customer relationship and seed technology intangibles, and the issuance of shares of common stock. On an
actual basis, the spices & seasonings business and Green Giant contributed $28.2 million and $506.7 million,
respectively, of our aggregate $1,391.3 million of consolidated net sales for fiscal 2016. On an actual basis, Green Giant
contributed $106.2 million of our aggregate $966.4 million of consolidated net sales for fiscal 2015 and Specialty Brands
contributed $65.5 million of our aggregate net sales for fiscal 2014.
Fiscal 2014
(dollars in thousands, except per share data)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,606,162 $ 1,653,762 $ 1,455,076
Net income (loss)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 129,712 $
60,928
Basic earnings (loss) per share(1) . . . . . . . . . . . . . . . $
1.14
2.01 $
Diluted earnings (loss) per share(1) . . . . . . . . . . . . . . $
1.13
2.00 $
(54,710) $
(0.93) $
(0.93) $
Fiscal 2015
Fiscal 2016
(1) During the second quarter of 2015, General Mills recorded a $260 million impairment charge related to the
Green Giant brand intangible asset.
The pro forma information presented above does not purport to be indicative of the results that actually would
have been attained had the spices & seasonings acquisition had occurred as of the beginning of fiscal 2015, and
Green Giant and Specialty Brands acquisitions occurred as of the beginning of fiscal 2014, and is not intended to be a
projection of future results.
- 70 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(3)
Acquisitions (Continued)
Neither the Victoria nor the Mama Mary’s acquisition was material to our consolidated results of operations or
financial position and, therefore, pro forma financial information is not presented.
(4)
Inventories
Inventories consist of the following, as of the dates indicated (in thousands):
Raw materials and packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(cid:3)(cid:3)(cid:3)December 31, 2016 (cid:3)(cid:3)(cid:3)(cid:3)January 2, 2016
32,143
123,817
156,920
312,880
60,532 $
98,664
197,394
356,590 $
(5)
Property, Plant and Equipment, net
Property, plant and equipment, net, consists of the following as of the dates indicated (in thousands):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office furniture and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31, 2016 January 2, 2016
11,682 $
102,043
263,849
22,477
14,767
414,818
(169,474)
245,344 $
7,450
69,924
207,373
18,973
6,259
309,979
(146,337)
163,642
Depreciation expense was $23.5 million, $17.4 million and $14.7 million for fiscal 2016, 2015 and 2014,
respectively.
(6)
Goodwill and Other Intangible Assets
The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following
(in thousands):
December 31, 2016
January 2, 2016
Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying
Amount
Amortization Amount
Amortization Amount
Amount
Amortizable Intangible Assets
Trademarks . . . . . . . . . . . . . . . . . . . $
Customer relationships . . . . . . . . . .
Seed technology . . . . . . . . . . . . . . .
$
6,800 $
330,290
2,000
1,662 $
80,847
900
339,090 $ 83,409 $ 255,681 $
249,443
1,100
5,138 $
12,056 $
235,713
2,000
1,806 $ 10,250
167,122
68,591
1,867
133
249,769 $ 70,530 $ 179,239
Unamortizable Intangible Assets
Goodwill . . . . . . . . . . . . . . . . . . . . . $
614,278
Trademarks . . . . . . . . . . . . . . . . . . . $ 1,373,801
$
473,145
$ 1,263,101
Note: The increases in the carrying amounts of unamortizable intangible assets during fiscal 2016 are attributable to the spices &
seasonings and Victoria acquisitions and purchase accounting adjustments related to the Green Giant acquisition, partially offset by
the impairment of the Rickland Orchards intangibles and purchase accounting adjustments related to the Mama Mary’s acquisition.
- 71 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(6)
Goodwill and Other Intangible Assets (Continued)
During fiscal 2016, 2015 and 2014, we amortized $13.8 million, $11.3 million and $12.7 million, respectively,
of the amortizable intangible assets. We expect to recognize $17.6 million, $17.3 million, $17.2 million, $17.1 million
and $17.1 million of amortization expense in fiscal years 2017, 2018, 2019, 2020 and 2021, respectively. See Note 3,
“Acquisitions.”
Rickland Orchards. During the second quarter of 2016, we discontinued the Rickland Orchards brand
because there was not sufficient demand to warrant continued production. Accordingly, we wrote off the related
intangible assets and recorded non-cash impairment charges to amortizable trademarks and customer relationship
intangibles of $4.5 million and $0.9 million, respectively, which are recorded in “Impairment of intangible assets” in the
accompanying consolidated statement of operations.
We also recorded a charge to cost of goods sold of approximately $0.8 million in connection with the write-off
of raw material and finished goods inventory for the Rickland Orchards brand.
(7)
Long-Term Debt
Long-term debt consists of the following, as of the dates indicated (in thousands):
Revolving credit loans:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Unamortized deferred financing costs . . . . . . . . . . . . . . .
Revolving credit loans, net . . . . . . . . . . . . . . . . . . . . . . . . .
176,000 $
(2,703)
173,297
40,000
(3,822)
36,178
December 31, 2016 January 2, 2016
Tranche A term loans due 2019:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized deferred financing costs . . . . . . . . . . . . . . .
Unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tranche A term loans due 2019, net . . . . . . . . . . . . . . . . . .
Tranche B term loans due 2022:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized deferred financing costs . . . . . . . . . . . . . . .
Unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tranche B term loans due 2022, net . . . . . . . . . . . . . . . . . .
233,640
(1,012)
(262)
232,366
640,110
(10,546)
(2,719)
626,845
273,750
(1,797)
(465)
271,488
750,000
(14,232)
(3,669)
732,099
4.625% senior notes due 2021:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized deferred financing costs . . . . . . . . . . . . . . .
4.625% senior notes due 2021, net . . . . . . . . . . . . . . . . . . .
700,000
(6,725)
693,275
700,000
(8,244)
691,756
Total long-term debt, net of unamortized financing costs
and discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . .
Long-term debt, net of unamortized financing costs and
discount and excluding current portion . . . . . . . . . . . . . . . . $
1,725,783
(10,515)
1,731,521
(33,750)
1,715,268 $ 1,697,771
Senior Secured Credit Agreement. On October 2, 2015, we amended and restated our existing senior secured
credit agreement dated as of June 5, 2014. The amendment provided for an incremental tranche B term loan facility to
be made available under the credit agreement to finance a portion of the purchase price for the Green Giant acquisition.
- 72 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(7)
Long-Term Debt (Continued)
On November 2, 2015, we funded the purchase price, inventory adjustment at closing, initial working capital
requirements and related transaction fees and expenses for the Green Giant acquisition with additional revolving loans
and $750.0 million of tranche B term loans under the credit agreement. See Note 3, “Acquisitions.” During the first
quarter of 2016, we made an optional prepayment of $40.1 million aggregate principal amount of our tranche A term
loans and $109.9 million aggregate principal amount of our tranche B term loans using the proceeds of our March 2016
common stock offering. See Note 11, “Capital Stock.”
At December 31, 2016, $233.6 million of tranche A term loans, $640.1 million of tranche B term loans and
$176.0 million of revolving loans were outstanding under our credit agreement.
At December 31, 2016, the available borrowing capacity under our revolving credit facility, net of outstanding
letters of credit of $2.0 million, was $322.0 million. Proceeds of the revolving credit facility may be used for general
corporate purposes, including acquisitions of targets in the same or a similar line of business as our company, subject to
specified criteria. We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving
credit facility. The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting
fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for
revolving loans that are Eurodollar (LIBOR) loans. The revolving credit facility matures on June 5, 2019.
The tranche A term loans are subject to principal amortization. $10.5 million is due and payable in fiscal 2017
and $76.9 million is due and payable in fiscal 2018. The balance of all borrowings under the tranche A term loan
facility, or $146.2 million, is due and payable at maturity on June 5, 2019. The entire $640.1 million principal amount of
tranche B term loans outstanding as of December 31, 2016, are due and payable at maturity on November 2, 2022.
We may prepay the term loans or permanently reduce the revolving credit facility commitment under the credit
agreement at any time without premium or penalty (other than customary “breakage” costs with respect to the early
termination of LIBOR loans). Subject to certain exceptions, the credit agreement provides for mandatory prepayment
upon certain asset dispositions or casualty events and issuances of indebtedness.
Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A
term loan facility, is determined based on alternative rates that we may choose in accordance with the credit agreement,
including a base rate per annum plus an applicable margin ranging from 0.50% to 1.00%, and LIBOR plus an applicable
margin ranging from 1.50% to 2.00%, in each case depending on our consolidated leverage ratio. At December 31, 2016,
the revolving credit facility and the tranche A term loan interest rates were approximately 2.74% and 2.76%,
respectively.
Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in
accordance with the credit agreement, including a base rate per annum plus an applicable margin of 2.00%, and LIBOR
plus an applicable margin of 3.00%. At December 31, 2016, the tranche B term loan interest rate was approximately
3.75%.
Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed
on a senior basis by all of our existing and certain future domestic subsidiaries. The credit agreement is secured by
substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property. The
credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions,
including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted
payments, repurchase shares of our outstanding stock and create certain liens.
The credit agreement also contains certain financial maintenance covenants, which, among other things, specify
a maximum consolidated leverage ratio and a minimum interest coverage ratio, each ratio as defined in the credit
agreement. Our consolidated leverage ratio (defined as the ratio of our consolidated net debt, as of the last day of any
period of four consecutive fiscal quarters to our adjusted EBITDA for such period), may not exceed 6.75 to 1.00 through
the fourth quarter of 2016; and 6.50 to 1.00 for the first quarter of 2017 and thereafter. We are also required to maintain
a consolidated interest coverage ratio of at least 1.75 to 1.00 as of the last day of any period of four consecutive fiscal
- 73 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(7)
Long-Term Debt (Continued)
quarters. As of December 31, 2016, we were in compliance with all of the covenants, including the financial covenants,
in the credit agreement.
The credit agreement also provides for an incremental term loan and revolving loan facility, pursuant to which
we may request that the lenders under the credit agreement, and potentially other lenders, provide unlimited additional
amounts of term loans or revolving loans or both on terms substantially consistent with those provided under the credit
agreement. Among other things, the utilization of the incremental facility is conditioned on our ability to meet a
maximum senior secured leverage ratio of 4.00 to 1.00, and a sufficient number of lenders or new lenders agreeing to
participate in the facility.
4.625% Senior Notes due 2021. On June 4, 2013, we issued $700.0 million aggregate principal amount of
4.625% senior notes due 2021 at a price to the public of 100% of their face value.
Interest on the senior notes is payable on June 1 and December 1 of each year. The senior notes will mature on
June 1, 2021, unless earlier retired or redeemed. We may redeem some or all of the senior notes at a redemption price of
103.469% beginning June 1, 2016 and thereafter at prices declining annually to 100% on or after June 1, 2019, in each
case plus accrued and unpaid interest to the date of redemption. In addition, if we undergo a change of control or upon
certain asset sales, we may be required to offer to repurchase the senior notes at the repurchase price set forth in the
indenture plus accrued and unpaid interest to the date of repurchase.
We may also, from time to time, seek to retire the senior notes through cash repurchases of the senior notes
and/or exchanges of the senior notes for equity securities, in open market purchases, privately negotiated transactions or
otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity
requirements, contractual restrictions and other factors. The amounts involved may be material.
Our obligations under the senior notes are jointly and severally and fully and unconditionally guaranteed on a
senior basis by all of our existing and certain future domestic subsidiaries. The senior notes and the subsidiary
guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all
of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our
non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future
unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt. Our
foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be
guarantors, of the senior notes.
The indenture contains covenants with respect to us and the guarantors and restricts the incurrence of additional
indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital
stock; a number of other restricted payments, including certain investments; creation of specified liens, certain sale-
leaseback transactions and sales of certain specified assets; fundamental changes, including consolidation, mergers and
transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is
subject to a number of important exceptions and qualifications. As of December 31, 2016, we were in compliance with
all of the covenants in the indenture governing the senior notes.
Subsidiary Guarantees. We have no assets or operations independent of our direct and indirect subsidiaries.
All of our present domestic subsidiaries jointly and severally and fully and unconditionally guarantee our long-term debt.
There are no significant restrictions on our ability and the ability of our subsidiaries to obtain funds from our respective
subsidiaries by dividend or loan. See Note 17, “Guarantor and Non-Guarantor Financial Information.”
Deferred Debt Financing Costs. During fiscal 2016, we did not capitalize debt financings costs. During fiscal
2015, we capitalized $14.5 million of debt financing costs relating to the tranche B term loans, which are being
amortized over the seven year scheduled term of the tranche B term loans. During fiscal 2014, we also capitalized
$5.6 million and $2.9 million of debt financing costs relating to the revolving credit facility and tranche A term loans,
respectively, which are being amortized over the five year scheduled term of the revolving credit facility and tranche A
term loans.
- 74 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(7)
Long-Term Debt (Continued)
Loss on Extinguishment of Debt. During the first quarter of 2016, we incurred a loss on extinguishment of debt
in connection with the repayment of $40.1 million aggregate principal amount of our tranche A term loans and $109.9
million aggregate principal amount of our tranche B term loans. The loss on extinguishment includes the write-off of
deferred debt financing costs of $2.2 million and the write-off of unamortized discount of $0.6 million. During fiscal
2015, we did not have any loss on extinguishment of debt. Loss on extinguishment of debt for fiscal 2014 includes costs
in connection with the termination of our prior credit agreement and the repayment of all outstanding obligations
thereunder. The loss on extinguishment includes the write-off of deferred debt financing costs of $5.4 million, and the
write-off of unamortized discount of $0.3 million.
Contractual Maturities. As of December 31, 2016, the aggregate contractual maturities of long-term debt are as
follows (in thousands):
Fiscal Year:
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,515
76,875
322,250
—
700,000
640,110
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,749,750
Accrued Interest. At December 31, 2016 and January 2, 2016, accrued interest of $5.0 million and $5.7 million,
respectively, is included in accrued expenses in the accompanying consolidated balance sheets.
(8)
Fair Value Measurements
The authoritative accounting literature relating to fair value measurements defines fair value as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date (an exit price). The accounting literature outlines a valuation framework and creates a fair value
hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.
Under generally accepted accounting principles, certain assets and liabilities must be measured at fair value, and the
accounting literature details the disclosures that are required for items measured at fair value.
Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under
the accounting literature. The three levels are as follows:
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in
active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value driver is observable for the asset or liability, either
directly or indirectly.
Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants
would use in pricing the asset or liability.
Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued
expenses, income tax payable and dividends payable are reflected in the consolidated balance sheets at carrying value,
which approximates fair value due to the short-term nature of these instruments.
- 75 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(8)
Fair Value Measurements (Continued)
The carrying values and fair values of our revolving credit loans, term loans and senior notes as of December
31, 2016 and January 2, 2016 are as follows (in thousands):
December 31, 2016
January 2, 2016
Carrying Value Fair Value Carrying Value Fair Value
Revolving credit loans . . . . . . . . . . .
Tranche A term loans due 2019 . . . .
Tranche B term loans due 2022 . . . .
4.625% senior notes due 2021 . . . . .
176,000 (1)
176,000
233,378 (2) 232,795 (1)
637,391 (3) 645,358 (1)
714,000 (4)
700,000
40,000 (1)
40,000
273,285 (2) 272,381 (1)
746,331 (3) 749,063 (1)
691,250 (4)
700,000
(1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in
markets that are not active.
(2) The carrying values of the tranche A term loans are net of discount. At December 31, 2016 and January 2, 2016, the
face amounts of the tranche A term loans were $233.6 million and $273.8 million, respectively.
(3) The carrying values of the tranche B term loans are net of discount. At December 31, 2016 and January 2, 2016, the
face amounts of the tranche B term loans were $640.1 million and $750.0 million, respectively.
(4) Fair values are estimated based on quoted market prices.
The following table summarizes the Level 3 activity during fiscal 2016, 2015 and 2014 (in thousands):
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . $
Contingent consideration accretion expense . . . . . . . . . . . . .
Gain on change in fair value of contingent consideration . .
Balance at end of quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016
— $
—
—
— $
2016
2015
— $ 7,774
432
—
(8,206)
—
—
— $
December 31, January 2, January 3,
(9)
Accumulated Other Comprehensive Loss
The reclassifications from accumulated other comprehensive loss (AOCL) for fiscal 2016, 2015 and 2014 are as
follows (in thousands):
Amount Reclassified
From AOCL
Affected Line Item in the
Details about AOCL Components
Defined benefit pension plan items
December 31, January 2, January 3, Statement Where Net Income
2015
(loss) is Presented
2016
2016
Amortization of unrecognized prior service cost . . . . $
Amortization of unrecognized loss . . . . . . . . . . . . . . .
Total reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
44 $
454
498
(188)
310 $
44 $
803
847
(320)
527 $
45 See (1) below
— See (1) below
45 Total before tax
(17) Income tax expense
28 Net of tax
(1) These items are included in the computation of net periodic pension cost. See Note 12, “Pension Benefits,” for additional
information.
- 76 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(9)
Accumulated Other Comprehensive Loss (Continued)
Changes in AOCL for fiscal 2016, 2015 and 2014 are as follows (in thousands):
Defined Benefit
Pension Plan Items
Foreign Currency
Translation
Adjustments
Total
Balance at December 28, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other comprehensive income (loss) before reclassifications . . . . . . .
Amounts reclassified from AOCL . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net current period other comprehensive income (loss) . . . . . . . . . . . . . .
Balance at January 3, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications . . . . . . .
Amounts reclassified from AOCL . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net current period other comprehensive income (loss) . . . . . . . . . . . . . .
Balance at January 2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications . . . . . . .
Amounts reclassified from AOCL . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net current period other comprehensive income (loss) . . . . . . . . . . . . . .
Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(2,340) $
(8,475)
28
(8,447)
(10,787)
1,548
527
2,075
(8,712)
1,202
310
1,512
(7,200) $
(131) $ (2,471)
(8,591)
(116)
28
—
(8,563)
(116)
(11,034)
(247)
(2,189)
(3,737)
527
—
(1,662)
(3,737)
(12,696)
(3,984)
(6,978)
(8,180)
310
—
(8,180)
(6,668)
(12,164) $ (19,364)
(10)
Income Taxes
The components of income before income tax expense consist of the following (in thousands):
Fiscal 2016 Fiscal 2015 Fiscal 2014
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 150,266 $ 120,168 $ 63,232
545
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 177,066 $ 121,239 $ 63,777
26,800
1,071
Income tax expense (benefit) consists of the following (in thousands):
Current:
Fiscal 2016 Fiscal 2015 Fiscal 2014
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,993 $ 19,534 $
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,205
258
22,997
1,348
8,110
11,451
7,993
820
153
8,966
Deferred:
13,330
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
525
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,855
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 67,641 $ 52,149 $ 22,821
50,587
6,229
(626)
56,190
20,729
8,725
(302)
29,152
- 77 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(10)
Income Taxes (Continued)
Income tax expense differs from the expected income tax expense (computed by applying the U.S. federal
income tax rate of 35% for fiscal years 2016, 2015 and 2014 to income before income tax expense) as a result of the
following:
Expected tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease):
Fiscal 2016 Fiscal 2015 Fiscal 2014
35.0 %
35.0 %
35.0 %
State income taxes, net of federal income tax benefit .
Impact on deferred taxes from changes in
state tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.9
3.0
1.8
1.0
2.8
(0.1)
(3.1)
(0.3)
38.2 %
5.9
—
(0.7)
(0.2)
—
43.0 %
—
—
—
—
(1.0)
35.8 %
In fiscal 2016, 2015 and 2014, changes in state apportionments or state tax laws impacted our blended state
rate, resulting in a tax expense in fiscal 2016 and fiscal 2015 of $1.8 million and $7.2 million, respectively, and a tax
benefit in fiscal 2014 of $0.1 million.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and
deferred tax liabilities are presented below (in thousands):
December 31, January 2,
2016
2016
Deferred tax assets:
Accounts receivable, principally due to allowance . . . . . . . . . . . . $
Inventories, principally due to additional costs capitalized for tax
purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accruals and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss and tax credit carry forwards . . . . . . . . . . . . . .
Total gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
67 $
38
3,097
4,499
9,516
17,179
2,781
4,546
2,311
9,676
Deferred tax liabilities:
Plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . .
(15,653)
(237,866)
(949)
(254,468)
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (307,578) $ (244,792)
(20,573)
(303,015)
(1,169)
(324,757)
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and
tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for
future taxable income and reversal of deferred tax liabilities over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not that we will realize the benefits of these deductible
differences, at December 31, 2016. The amount of the deferred tax assets considered realizable, however, could be
- 78 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(10)
Income Taxes (Continued)
reduced in the near term if estimates of future taxable income during future periods are reduced. The valuation allowance
at December 31, 2016 and January 2, 2016 was $0.
At December 31, 2016 we had intangibles of $1,288.0 million for tax purposes, which are amortizable through
2031.
We operate in multiple taxing jurisdictions within the United States, Canada and Mexico and from time to time
face audits from various tax authorities regarding the deductibility of certain expenses, state income tax nexus,
intercompany transactions, transfer pricing and other matters. In August 2016, our company received notice that the IRS
intends to conduct an audit of our 2014 tax year. During the third and fourth quarter of 2016, we provided documents
and information to the IRS in response to its questions. Although the final resolution of the audit is uncertain, we
believe that the ultimate disposition will not have a material adverse effect on our consolidated financial position, results
of operations or liquidity. Although we do not believe that we are otherwise currently under examination in any of our
major tax jurisdictions, we remain subject to examination in all of our tax jurisdictions until the applicable statutes of
limitations expire. As of December 31, 2016, a summary of the tax years that remain subject to examination in our
major tax jurisdictions are:
United States—Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 and forward
United States—States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 and forward
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 and forward
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 and forward
As of December 31, 2016, we do not have any reserves for uncertain tax positions. Our policy is to classify
interest and penalties that result from any income tax uncertainties as income tax expense.
(11)
Capital Stock
Voting Rights. The holders of our common stock are entitled to one vote per share with respect to each matter
on which the holders of our common stock are entitled to vote. The holders of our common stock are not entitled to
cumulate their votes in the election of our directors.
Dividends. The holders of our common stock are entitled to receive dividends, if any, as they may be lawfully
declared from time to time by our board of directors, subject to any preferential rights of holders of any outstanding
shares of preferred stock. In the event of any liquidation, dissolution or winding up of our company, common
stockholders are entitled to share ratably in our assets available for distribution to the stockholders, subject to the prior
rights of holders of any outstanding preferred stock. See Note 16, “Quarterly Financial Data (unaudited),” for dividends
declared for each quarter of fiscal 2016 and 2015.
Additional Issuance of Our Authorized Common Stock and Preferred Stock. Additional shares of our
authorized common stock and preferred stock may be issued, as determined by our board of directors from time to time,
without approval of holders of our common stock, except as may be required by applicable law or the rules of any stock
exchange or automated quotation system on which our securities may be listed or traded. Our board of directors has the
authority by resolution to determine and fix, with respect to each series of preferred stock prior to the issuance of any
shares of the series to which such resolution relates, the designations, powers, preferences and rights of the shares of
preferred stock of such series and any qualifications, limitations or restrictions thereof.
Stock Repurchases. We did not repurchase any shares of common stock during fiscal 2016, 2015 or 2014.
- 79 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(11)
Capital Stock (Continued)
August 2016 Common Stock Offering. On August 12, 2016, we completed an underwritten public offering of
3,750,000 shares of our common stock at a price to the public of $49.00 per share. The proceeds of the offering were
$179.9 million, after deducting underwriting discounts and commissions and other offering expenses. The offering was
made by means of a prospectus and related prospectus supplement included as part of a new shelf registration statement
filed with the SEC. We used the net proceeds of the offering to fund a portion of the purchase price for the spices &
seasonings acquisition. See Note 3, “Acquisitions.”
March 2016 Common Stock Offering. On March 15, 2016, we completed an underwritten public offering of
4,600,000 shares of our common stock at a price to the public of $33.55 per share. The proceeds of the offering were
$152.0 million, after deducting underwriting discounts and commissions and other offering expenses. The offering was
made by means of a prospectus and related prospectus supplement included as part of an effective shelf registration
statement previously filed with the SEC. We used the net proceeds of the offering to repay a portion of our long-term
debt. See Note 7, “Long-Term Debt.”
May 2015 Common Stock Offering. In May 2015, we completed an underwritten public offering of 4,200,000
shares of our common stock at a price to the public of $30.60 per share. The proceeds of the offering were
approximately $126.2 million, after deducting underwriting discounts and commissions and other offering expenses.
The offering was made by means of a prospectus and related prospectus supplement included as part of an effective shelf
registration statement previously filed with the SEC. We used the net proceeds of the offering to repay a portion of our
long-term debt, to pay the purchase price and related transaction costs for the Mama Mary’s acquisition and for general
corporate purposes. See Note 3, “Acquisitions.”
(12)
Pension Benefits
As of December 31, 2016, we had four defined benefit pension plans covering approximately one third of our
employees. The benefits are based on years of service and the employee’s compensation, as defined.
- 80 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(12)
Pension Benefits (Continued)
The following table sets forth our defined benefit pension plans’ benefit obligation, fair value of plan assets and
funded status recognized in the consolidated balance sheets. We used December 31, 2016 and January 2, 2016
measurement dates for fiscal 2016 and 2015, respectively, to calculate end of year benefit obligations, fair value of plan
assets and annual net periodic benefit cost (in thousands):
December 31, January 2,
2016
2016
(249)
3,325
2,717
(1,752)
—
70,425
Change in projected benefit obligation:
Projected benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . $ 66,384 $ 66,727
(4,589)
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,909
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,577
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,415)
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(825)
Projected benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . .
66,384
Change in plan assets:
Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . .
Actual gain on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amount recognized:
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funded status at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Amount recognized in accumulated other comprehensive loss
consists of:
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63,163
1,286
3,500
(1,415)
66,534
66,534
6,115
3,500
(1,752)
74,397
3,972 $
—
3,972 $
865
(715)
150
(37) $
(82)
(13,586)
(11,202)
4,956
4,039
(7,200) $ (8,712)
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . $
The accumulated benefit obligations of the three plans were $64.0 million and $59.6 million at December 31,
2016 and January 2, 2016, respectively. The following information is presented for those plans with an accumulated
benefit obligation in excess of plan assets (in thousands):
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016
2016
— $ 5,842
— $ 5,780
December 31, January 2,
The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net
periodic benefit cost in fiscal 2017 are as follows (in thousands):
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
36
293
329
- 81 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(12)
Pension Benefits (Continued)
Weighted-average assumptions:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.039 %
3.00 %
6.50 %
4.225 %
3.00 %
6.50 %
December 31, January 2,
2016
2016
The discount rate used to determine year-end fiscal 2016 and fiscal 2015 pension benefit obligations was
derived by matching the plans’ expected future cash flows to the corresponding yields from the Citigroup Pension
Discount Curve. This yield curve has been constructed to represent the available yields on high-quality fixed-income
investments across a broad range of future maturities.
The overall expected long-term rate of return on plan assets assumption is based upon a building-block method,
whereby the expected rate of return on each asset class is broken down into the following components: (1) inflation;
(2) the real risk-free rate of return (i.e., the long-term estimate of future returns on default-free U.S. government
securities); and (3) the risk premium for each asset class (i.e., the expected return in excess of the risk-free rate).
All three components are based primarily on historical data, with modest adjustments to take into account
additional relevant information that is currently available. For the inflation and risk-free return components, the most
significant additional information is that provided by the market for nominal and inflation-indexed U.S. Treasury
securities. That market provides implied forecasts of both the inflation rate and risk-free rate for the period over which
currently available securities mature. The historical data on risk premiums for each asset class is adjusted to reflect any
systemic changes that have occurred in the relevant markets; e.g., the higher current valuations for equities, as a multiple
of earnings, relative to the longer-term average for such valuations.
Net periodic pension cost includes the following components (in thousands):
Fiscal 2016 Fiscal 2015 Fiscal 2014
Service cost—benefits earned during the period . . . . . . . . . . $ 3,325 $ 3,909 $ 2,940
2,387
Interest cost on projected benefit obligation . . . . . . . . . . . . . .
(4,347)
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . .
45
Amortization of unrecognized prior service cost . . . . . . . . . .
—
Amortization of unrecognized loss . . . . . . . . . . . . . . . . . . . . .
Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,106 $ 3,119 $ 1,025
2,577
(4,214)
44
803
2,717
(4,434)
44
454
The asset allocation for our pension plans at the end of fiscal 2016 and fiscal 2015, and the target allocation for
fiscal 2016, by asset category, follows.
- 82 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(12)
Pension Benefits (Continued)
Our pension plan assets are managed by outside investment managers; assets are rebalanced at the end of each
quarter. Our investment strategy with respect to pension assets is to maximize return while protecting principal. The
investment manager has the flexibility to adjust the asset allocation and move funds to the asset class that offers the most
opportunity for investment returns.
Percentage of Plan
Assets at Year End
Asset Category
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed income securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Target
Allocation
December 31, January 2,
75 %
25 %
—
100 %
2016
2016
69 %
27 %
4 %
100 %
80 %
15 %
5 %
100 %
The general investment objective of each of the pension plans is to grow the plan assets in relation to the plan
liabilities while prudently managing the risk of a decrease in the plan’s assets relative to those liabilities. To meet this
objective, our management has adopted the above target allocations that it reconsiders from time to time as
circumstances change. The actual plan asset allocations may be within a range around these targets. The actual asset
allocations are reviewed and rebalanced on a periodic basis.
The fair values of our pension plan assets at December 31, 2016 and January 2, 2016, utilizing the fair value
hierarchy discussed in Note 8, “Fair Value Measurements” follow (in thousands):
December 31, 2016
January 2, 2016
Level 1
Levels 2 & 3 Level 1
Levels 2 & 3
Asset Category
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,286 $
Equity securities: . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. mutual funds . . . . . . . . . . . . . . . . . . . . . .
Foreign mutual funds . . . . . . . . . . . . . . . . . . .
U.S. common stocks . . . . . . . . . . . . . . . . . . .
Foreign common stocks . . . . . . . . . . . . . . . . .
Fixed income securities: . . . . . . . . . . . . . . . . . . .
U.S. mutual funds . . . . . . . . . . . . . . . . . . . . . .
26,179
1,390
12,582
10,585
20,375
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,397 $
— $ 3,558 $
—
—
—
—
28,728
1,143
15,716
7,723
9,666
—
— $ 66,534 $
—
—
—
—
—
—
—
The investment portfolio contains a diversified blend of common stocks, bonds, cash equivalents and other
investments, which may reflect varying rates of return. The investments are further diversified within each asset
classification. The portfolio diversification provides protection against a single security or class of securities having a
disproportionate impact on aggregate performance. Of the $12.6 million of U.S. common stocks in the investment
portfolio at the end of fiscal 2016, $7.2 million was invested in B&G Foods’ common stock. Of the $15.7 million of
U.S. common stocks in the investment portfolio at the end of fiscal 2015, $5.8 million was invested in B&G Foods’
common stock.
- 83 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(12)
Pension Benefits (Continued)
Information about the expected cash flows for the pension plan follows (in thousands):
Benefit payments:
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 to 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,000
2,262
2,592
2,802
3,080
18,868
Pension Payments
We currently anticipate making contributions of approximately $3.5 million to our pension plans in fiscal 2017.
We also sponsor defined contribution plans covering substantially all of our employees. Employees may
contribute to these plans and these contributions are matched by us at varying amounts. Contributions for the matching
component of these plans amounted to $1.1 million for fiscal 2016 and $1.0 million for each of fiscal 2015 and 2014.
Multi-Employer Defined Benefit Pension Plan. We also contribute to the Bakery and Confectionery Union and
Industry International Pension Fund (EIN 52-6118572, Plan No. 001), a multi-employer defined benefit pension plan,
sponsored by the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (BCTGM). The plan
provides multiple plan benefits with corresponding contribution rates that are collectively bargained between
participating employers and their affiliated BCTGM local unions.
We were notified that for the plan year beginning January 1, 2012, the plan was in critical status and classified
in the Red Zone. As of the date of the accompanying audited consolidated financial statements, the plan remains in
critical status. The law requires that all contributing employers pay to the plan a surcharge to help correct the plan’s
financial situation. The amount of the surcharge is equal to a percentage of the amount an employer is otherwise
required to contribute to the plan under the applicable collective bargaining agreement. During the second quarter of
2015, we agreed to a collective bargaining agreement that, among other things, implements a rehabilitation plan. As a
result, our contributions to the plan are expected to increase by at least 5.0% per year.
B&G Foods made contributions to the plan of $0.8 million, $0.8 million and $1.0 million, in fiscal 2016, 2015
and 2014, respectively. In each of fiscal 2016, 2015 and 2014, we paid less than $0.1 million in surcharges and expect to
pay surcharges of less than $0.1 million in fiscal 2017 assuming consistent hours are worked. These contributions
represented less than five percent of total contributions made to the plan.
Spices & Seasonings Acquisition. In connection with the spices & seasonings acquisition, we agreed to
establish a defined benefit plan for certain employees transferred to us and certain former employees of the acquired
spices & seasonings business. We also agreed to assume certain liabilities relating to the underfunded status of the
former plan that such employees participated in prior to the acquisition. At December 31, 2016, we recognized
$17.5 million in “other liabilities” in the accompanying consolidated balance sheet to reflect our obligations with respect
to the underfunded status of the defined benefit plan assets and liabilities transferred to us.
- 84 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(13) Commitments and Contingencies
Operating Leases. We have several noncancelable operating leases, primarily for our corporate headquarters,
certain of our manufacturing facilities, warehouses, transportation equipment and machinery. These leases generally
require us to pay all executory costs such as maintenance, taxes and insurance. Total rental expense for our operating
leases was $9.1 million, $8.0 million and $7.3 million, for fiscal 2016, 2015 and 2014, respectively.
As of December 31, 2016, future minimum lease payments under non-cancelable operating leases (with initial
or remaining lease terms in excess of one year) for the periods set forth below were as follows (in thousands):
Fiscal year ending:
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)
$
$
8,302
7,535
7,388
6,539
4,292
77
34,133
Legal Proceedings. We are from time to time involved in various claims and legal actions arising in the
ordinary course of business, including proceedings involving product liability claims, product labeling claims, worker’s
compensation and other employee claims, and tort and other general liability claims, as well as trademark, copyright,
patent infringement and related claims and legal actions. While we cannot predict with certainty the results of these
claims and legal actions in which we are currently or in the future may be involved, we do not expect that the ultimate
disposition of any currently pending claims or actions will have a material adverse effect on our consolidated financial
position, results of operations or liquidity.
Environmental. We are subject to environmental laws and regulations in the normal course of business. We did
not make any material expenditures during fiscal 2016, 2015 or 2014 in order to comply with environmental laws and
regulations. Based on our experience to date, management believes that the future cost of compliance with existing
environmental laws and regulations (and liability for any known environmental conditions) will not have a material
adverse effect on our consolidated financial position, 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.
Collective Bargaining Agreements. As of December 31, 2016, approximately 1,573 of our 2,590 employees, or
60%, were covered by collective bargaining agreements, of which approximately 80 were covered by a collective
bargaining agreement expiring within the next 12 months. Our collective bargaining agreement with the Bakery,
Confectionery, Tobacco Workers and Grain Millers International Union, AFL-CIO, Local No. 334 that covers certain
employees at our Portland, Maine manufacturing facility is scheduled to expire on April 29, 2017. We began
negotiations for a new collective bargaining agreement during the first quarter of 2017. While we believe that our
relations with our union employees are good, we cannot be certain that we will be able to negotiate a new collective
bargaining agreement for the Portland, Maine manufacturing facility on terms satisfactory to us, or at all, and without
production interruptions, including labor stoppages. At this time, however, management does not expect the outcome of
these negotiations to have a material adverse effect on our business, financial condition or results of operations. None of
our other collective bargaining agreements is scheduled to expire within one year.
- 85 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(13) Commitments and Contingencies (Continued)
Severance and Change of Control Agreements. We have employment agreements with each of our seven
executive officers. The agreements generally continue until terminated by the executive or by us, and provide for
severance payments under certain circumstances, including termination by us without cause (as defined in the
agreements) or as a result of the employee’s death or disability, or termination by us or a deemed termination upon a
change of control (as defined in the agreements). Severance benefits generally include payments for salary continuation,
continuation of health care and insurance benefits, present value of additional pension credits and, in the case of a
change of control, accelerated vesting under compensation plans and, in certain cases, potential gross up payments for
excise tax liability.
Ortega and Las Palmas Recall. On November 14, 2014, we announced a voluntary recall for certain Ortega
and Las Palmas products after learning that one or more of the spice ingredients purchased from a third party supplier
contained peanuts and almonds, allergens that are not declared on the products’ ingredient statements. A significant
majority of the costs of this recall were incurred in the fourth quarter of 2014. The cost impact of this recall during fiscal
2015 was $1.9 million, of which $1.2 million was recorded as a decrease in net sales related to customer refunds;
$0.5 million was recorded as an increase in cost of goods sold primarily related to costs associated with product retrieval,
destruction charges and customer fees; and $0.2 million was recorded as an increase in selling, general, and
administrative expenses related to administrative costs.
The cost impact of this recall during fiscal 2014 (not including lost sales during the period of time production
and distribution of the affected products were suspended), net of insurance recoveries of $5.0 million (received in fiscal
2015), was $12.8 million, of which $4.1 million was recorded as a decrease in net sales related to customer refunds;
$8.2 million was recorded as an increase in cost of goods sold primarily related to costs associated with product retrieval,
destruction charges and customer fees; and $0.5 million was recorded as an increase in selling, general, and
administrative expenses related to administrative costs
The charges we recorded are based upon costs incurred to date. There was no cost impact of this recall during
fiscal 2016, and we do not expect future expenses, if any, to be material. During fiscal 2015, we recovered $5.0 million
of insurance proceeds.
(14)
Incentive Plans
Annual Bonus Plan. Annually, our board of directors establishes a bonus plan that provides for cash awards to
be made to our executive officers and other senior managers upon our company’s attainment of pre-set annual financial
objectives and individual performance. Awards are normally paid in cash in a lump sum following the close of each
plan year. At December 31, 2016 and January 2, 2016, accrued expenses in the accompanying consolidated balance
sheets include an accrual for the annual bonus plan of $10.1 million and $7.0 million, respectively.
2008 Omnibus Incentive Compensation Plan. Upon the recommendation of our compensation committee, our
board of directors on March 10, 2008 adopted (subject to stockholder approval) the B&G Foods, Inc. 2008 Omnibus
Incentive Compensation Plan, which we refer to as the 2008 Omnibus Plan. Our stockholders approved the 2008
Omnibus Plan at our annual meeting on May 6, 2008. Our stockholders reapproved the material terms of the
performance goals in our 2008 Omnibus Plan at our annual meeting on May 16, 2013.
The 2008 Omnibus Plan authorizes the grant of performance share awards, restricted stock, options, stock
appreciation rights, deferred stock, stock units and cash-based awards to employees, non-employee directors and
consultants. Subject to adjustment as provided in the plan, the total number of shares of common stock available for
awards under the plan is 4,500,000, of which 2,497,028 were available for future issuance as of December 31, 2016.
- 86 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(14)
Incentive Plans (Continued)
Some of those shares are subject to outstanding performance share long-term incentive awards (LTIAs) and stock
options as described in the table below.
Performance Share Awards. Beginning in fiscal 2008, our compensation committee has made annual grants of
performance share LTIAs to our executive officers and certain other members of senior management under the 2008
Omnibus Plan. The performance share LTIAs entitle the participants to earn shares of common stock upon the
attainment of certain performance goals over the applicable performance period. The performance period is typically
three years.
Each performance share LTIA has a threshold, target and maximum payout. The awards are settled based upon
our performance over the applicable performance period. For the performance share LTIAs granted to date, the
applicable performance metric is and has been “excess cash” (as defined in the award agreements). If our performance
fails to meet the performance threshold, then the awards will not vest and no shares will be issued pursuant to the
awards. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the
threshold amount (50% of the target number of shares) up to the maximum amount (200% of the target number of
shares) may be earned.
Subject to the performance goal for the applicable performance period being certified in writing by our
compensation committee as having been achieved, shares of common stock are issued prior to March 15 following the
completion of the performance period.
The following table details the activity in our performance share LTIAs for fiscal 2016:
Beginning of fiscal 2016 . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
End of fiscal 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of
(cid:3)(cid:3)(cid:3)Performance Shares (1)
$
368,274
173,646
$
(101,094) $
(4,272) $
$
436,554
Weighted Average
Grant Date Fair Value
(per share)(2)
26.16
29.04
28.24
28.00
26.81
(1) Solely for purposes of this table, the number of performance shares is based on the participants earning the
maximum number of performance shares (i.e., 200% of the target number of performance shares).
(2) The fair value of the awards was determined based upon the closing price of our common stock on the applicable
measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected
dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents
during the vesting period.
- 87 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(14)
Incentive Plans (Continued)
Stock Options.
The following table details our stock option activity for fiscal 2016:
Weighted
Average
Weighted Average
Contractual Life
Aggregate
Options Exercise Price Remaining (Years) Intrinsic Value
Outstanding at beginning of fiscal 2016 . . . . . . . . 501,698 $
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,491 $
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,609)
$
Outstanding at end of fiscal 2016 . . . . . . . . . . . . . . 714,580 $
$
Exercisable at end of fiscal 2016 . . . . . . . . . . . . . .
1,300
—
30.20
34.99
—
33.28
31.65
27.77
8.3
0.5
$
$
6,924
18
The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model
utilizing the following assumptions. Expected volatility was based on both historical and implied volatilities of our
common stock over the estimated expected term of the award. The expected term of the options granted represents the
period of time that options were expected to be outstanding and is based on the “simplified method” in accordance with
accounting guidance. We utilized the simplified method to determine the expected term of the options as we do not have
sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free
interest rate was based on the U.S. Treasury yield curve in effect at the time of the grant, which corresponds to the
expected term of the options.
Weighted average grant date fair value . . . . . . . . . . $
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Fiscal 2016
5.26
27.7%
5.5 - 6.5 years
1.5% - 1.7% 1.6% - 1.9% 1.9%
3.9% - 4.9% 4.7% - 4.9% 4.4%
Fiscal 2014
$ 6.74
34.8%
6.5 years
Fiscal 2015
6.00
36.0%
6.5 years
Non-Employee Director Grants. Each of our non-employee directors receives an annual grant of common
stock as part of his or her non-employee director compensation. These shares fully vest when issued. In addition, each
of our non-employee directors is given the option to receive all or a portion of his or her annual board service fee in cash
or an equivalent amount of stock options. Such stock options are reflected in the information provided above under
“Stock Options.”
- 88 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(14)
Incentive Plans (Continued)
The following table details the number of shares of common stock issued by our company during fiscal 2016,
2015 and 2014 upon the vesting of performance share long-term incentive awards and for non-employee director annual
equity grants and other share based compensation:
December 31, January 2, January 3,
Number of performance shares vested . . . . . . . . . . . . . . . . . . .
Shares withheld to fund statutory minimum tax withholding
Shares of common stock issued for performance share
LTIAs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares of common stock issued to non-employee
directors for annual equity grants . . . . . . . . . . . . . . . . . . . .
Total shares of common stock issued . . . . . . . . . . . . . . . . . . . .
Excess tax benefit recorded to additional paid in capital . . . . $
2016
2016
101,094 153,194
58,242
37,596
2015
342,576
138,799
63,498
94,952
203,777
16,072
79,570
343 $
18,095
113,047
14,010
217,787
539 $ 2,356
The following table sets forth the compensation expense recognized for share-based payments (performance
share LTIAs, stock options, non-employee director stock grants and other share based payments) during the last three
fiscal years and where that expense is reflected in our consolidated statements of operations (in thousands):
Consolidated Statements of Operations Location
Compensation expense included in cost of goods sold . . . . . . $ 1,060 $ 1,420 $ 1,075
Compensation expense included in selling, general and
(cid:3)(cid:3)(cid:3)Fiscal 2016 Fiscal 2015 Fiscal 2014
administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,160
Total compensation expense for share-based payments . . . $ 5,798 $ 5,817 $ 2,235
4,738
4,397
As of December 31, 2016, there was $4.3 million of unrecognized compensation expense related to
performance share LTIAs, which is expected to be recognized over the next two fiscal years and $1.7 million of
unrecognized compensation expense related to stock options, which is expected to be recognized over the next three
fiscal years.
- 89 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(15) Net Sales by Brand
The following table sets forth net sales by brand (in thousands):
Fiscal 2016
Fiscal 2015
Fiscal 2014 (7)
Brand(1):
Green Giant (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 506,679 $ 106,173 $
145,840
Ortega . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81,715
Pirate Brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77,724
Maple Grove Farms of Vermont . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62,342
Cream of Wheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63,210
Mrs. Dash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bear Creek Country Kitchens(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53,865
36,729
Las Palmas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mama Mary's(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,358
33,813
Polaner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New York Style . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,315
Spices & Seasonings(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other brands(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
134,374
82,563
79,177
62,494
64,105
41,432
35,121
—
36,136
28,075
—
284,540
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,391,257 $ 966,358 $ 848,017
142,093
84,918
72,799
62,178
60,653
52,787
39,159
35,778
34,299
33,132
28,171
238,611
—
263,274
(1) Table includes net sales for each of our brands whose fiscal 2016 net sales equaled or exceeded 2% of our total fiscal 2016 net
sales and for all other brands in the aggregate. Net sales for each brand includes branded net sales and, if applicable, any private
label and foodservice net sales attributable to the brand.
(2) We completed the Green Giant acquisition on November 2, 2015.
(3) We completed the Specialty Brands acquisition, including the Bear Creek Country Kitchens brand, on April 23, 2014.
(4) We completed the Mama Mary’s acquisition on July 10, 2015.
(5) We completed the spices & seasonings acquisition on November 21, 2016.
(6) Fiscal 2016 net sales for “all other brands” has been impacted by the Victoria acquisition, which was completed on December 2,
2016. Fiscal 2014 net sales for “all other brands” has been impacted by the acquisition of the Spring Tree, Cary’s, MacDonald’s,
New York Flatbreads and Canoleo brands acquired as part of the Specialty Brands acquisition, which was completed on April 23,
2014.
(7) Fiscal 2016 and fiscal 2015 contained 52 weeks and fiscal 2014 contained 53 weeks.
- 90 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(16)
Quarterly Financial Data (unaudited)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(in thousands, expect per share data)
Net sales
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 352,978 $ 306,376 $ 318,247 $ 413,656
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 217,122 $ 193,645 $ 213,300 $ 342,291
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 115,915 $ 109,715 $ 115,426 $ 106,906
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 67,397 $ 62,008 $ 71,596 $ 88,563
Net income
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 33,196 $ 30,251 $ 32,410 $ 13,568
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,567 $ 18,748 $ 19,815 $ 10,960
Basic and diluted earnings per share
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.56 $
0.36 $
0.48 $
0.33 $
0.50 $
0.34 $
Cash dividends declared per share
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.42 $
0.34 $
0.42 $
0.34 $
0.42 $
0.35 $
0.20
0.19
0.47
0.35
Earnings per share were computed individually for each of the quarters presented using the weighted average
number of shares outstanding during each quarterly period, while earnings per share for the full year were computed
using the weighted average number of shares outstanding during the full year; therefore, the sum of the earnings per
share amounts for the quarters may not equal the total for the full year
(17) Guarantor and Non-Guarantor Financial Information
As further discussed in Note 7, “Long-Term Debt,” our obligations under the senior notes are jointly and
severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic
subsidiaries, which we refer to in this note as the guarantor subsidiaries. Our foreign subsidiaries, which we refer to in
this note as the non-guarantor subsidiaries, do not guarantee the senior notes.
The following condensed consolidating financial information presents the condensed consolidating balance
sheet as of December 31, 2016 and January 2, 2016, the related condensed consolidating statement of operations for the
fiscal years ended December 31, 2016 and January 2, 2016, and the related condensed consolidating statement of cash
flows for the fiscal years ended December 31, 2016 and January 2, 2016, for:
1.
2.
3.
4.
B&G Foods, Inc. (the Parent),
the guarantor subsidiaries,
the non-guarantor subsidiaries, and
the Parent and all of its subsidiaries on a consolidated basis.
- 91 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(17) Guarantor and Non-Guarantor Financial Information (Continued)
The information includes elimination entries necessary to consolidate the Parent with the guarantor subsidiaries
and non-guarantor subsidiaries. The guarantor subsidiaries and non-guarantor subsidiaries are presented on a combined
basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and
transactions. Separate financial information for each of the guarantor subsidiaries and non-guarantor subsidiaries are not
presented because management believes such financial statements would not be meaningful to investors.
Condensed Consolidating Balance Sheet
As of December 31, 2016
(In thousands)
Parent
Guarantor Non-Guarantor
Subsidiaries Subsidiaries
Eliminations Consolidated
Assets
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Trade accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $
—
—
—
—
—
—
—
25,119 $
111,350
309,584
20,296
10,780
7,036
—
484,165
3,714 $
7,915
47,006
6,103
7
866
12,183
77,794
— $
—
—
—
—
—
(12,183)
(12,183)
28,833
119,265
356,590
26,399
10,787
7,902
—
549,776
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
2,563,305
211,843
614,278
1,629,482
4,612
96,187
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,563,305 $ 3,040,567 $
Liabilities and Stockholders' Equity
33,501
—
—
13
—
245,344
614,278
1,629,482
4,625
—
111,308 $ (2,671,675) $ 3,043,505
—
—
—
—
(2,659,492)
Current Liabilities:
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . .
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
— $
—
10,515
—
30,879
—
41,394
88,668 $
60,957
—
—
—
11,738
161,363
9,365 $
1,436
—
3,875
—
445
15,121
— $
—
—
—
—
(12,183)
(12,183)
98,033
62,393
10,515
3,875
30,879
—
205,695
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,736,254
—
—
1,777,648
(20,986)
21,405
315,480
477,262
—
—
—
15,121
—
—
—
(12,183)
1,715,268
21,405
315,480
2,257,848
Stockholders' Equity:
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders’ equity . . . . . . . . . . . . $ 2,563,305 $ 3,040,567 $
—
—
2,168,236
(19,364)
414,433
2,563,305
—
664
387,699
(19,364)
416,658
785,657
—
—
86,833
(12,164)
21,518
96,187
—
664
387,699
(19,364)
416,658
785,657
111,308 $ (2,671,675) $ 3,043,505
—
—
(2,255,069)
31,528
(435,951)
(2,659,492)
- 92 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(17) Guarantor and Non-Guarantor Financial Information (Continued)
Condensed Consolidating Balance Sheet
As of January 2, 2016
(In thousands)
Parent
Guarantor Non-Guarantor
Subsidiaries Subsidiaries
Eliminations Consolidated
Assets
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
— $
—
—
—
—
—
—
—
1,964 $
63,890
277,432
53,242
2,611
5,116
4,659
408,914
3,282 $
5,822
35,448
14,275
7
303
—
59,137
— $
—
—
—
(104)
(127)
(4,659)
(4,890)
5,246
69,712
312,880
67,517
2,514
5,292
—
463,161
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
2,237,593
128,227
473,145
1,442,340
1,332
85,074
$ 2,237,593 $ 2,539,032 $
Liabilities and Stockholders' Equity
35,415
—
—
—
—
163,642
473,145
1,442,340
1,332
—
94,552 $ (2,327,557) $ 2,543,620
—
—
—
—
(2,322,667)
Current Liabilities:
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . .
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
$
— $
—
33,750
—
20,292
—
54,042
45,646 $
30,465
—
—
—
—
76,111
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,725,866
—
—
1,779,908
(28,095)
3,212
250,211
301,439
3,947 $
872
—
—
—
4,659
9,478
—
—
—
9,478
— $
(104)
—
—
—
(4,659)
(4,763)
—
—
(127)
(4,890)
49,593
31,233
33,750
—
20,292
—
134,868
1,697,771
3,212
250,084
2,085,935
Stockholders' Equity:
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders’ equity . . . . . . . . . . . .
—
580
162,568
(12,696)
307,233
457,685
—
—
1,945,281
(12,696)
305,008
2,237,593
$ 2,237,593 $ 2,539,032 $
—
—
580
—
162,568
86,833
(12,696)
(3,984)
307,233
2,225
457,685
85,074
94,552 $ (2,327,557) $ 2,543,620
—
—
(2,032,114)
16,680
(307,233)
(2,322,667)
- 93 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(17) Guarantor and Non-Guarantor Financial Information (Continued)
Condensed Consolidating Statements of Operations and Comprehensive Income
Year Ended December 31, 2016
(In thousands)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $ 1,300,569 $
—
—
887,163
413,406
139,023 $
104,467
34,556
Eliminations Consolidated
(48,335) $ 1,391,257
943,295
(48,335)
447,962
—
Parent
Guarantor Non-Guarantor
Subsidiaries Subsidiaries
Operating expenses:
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . .
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
167,003
13,803
5,405
227,195
7,756
—
—
26,800
—
—
—
Other income and expenses:
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 109,425 $ 109,425 $
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 102,757 $ 107,913 $
—
—
—
—
—
109,425
74,456
2,836
(363)
150,266
60,134
19,293
—
—
—
26,800
7,507
—
19,293 $
11,113 $
—
—
—
—
—
(128,718)
(128,718) $
(119,026) $
174,759
13,803
5,405
253,995
74,456
2,836
(363)
177,066
67,641
—
109,425
102,757
Condensed Consolidating Statements of Operations and Comprehensive Income
Year Ended January 2, 2016
(In thousands)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $ 934,260 $
—
—
647,256
287,004
Parent
Guarantor Non-Guarantor
Subsidiaries Subsidiaries
36,365 $
33,805
2,560
Eliminations Consolidated
966,358
676,794
289,564
(4,267) $
(4,267)
—
Operating expenses:
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . .
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
104,449
11,255
—
171,300
1,490
—
—
1,070
—
—
—
—
Other income and expenses:
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 69,090 $
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 67,428 $
—
—
—
—
—
69,090
51,131
—
—
120,169
52,236
1,157
69,090 $
67,428 $
—
—
—
1,070
(87)
—
1,157 $
(2,580) $
—
—
—
—
—
(70,247)
(70,247) $
(64,848) $
105,939
11,255
—
172,370
51,131
—
—
121,239
52,149
—
69,090
67,428
- 94 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(17) Guarantor and Non-Guarantor Financial Information (Continued)
Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2016
(In thousands)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . .
— $ 263,388 $
26,273 $
Guarantor Non-Guarantor
Subsidiaries Subsidiaries
Parent
$
Eliminations Consolidated
— $
289,661
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for acquisition of businesses, net of cash acquired . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . .
—
—
—
(33,847)
(438,787)
(472,634)
(8,571)
—
(8,571)
Cash flows from financing activities:
Repayments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of borrowings under revolving credit facility . . . . . .
Borrowings under revolving credit facility . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock, net . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based compensation . . . . . . . . . .
Payments of tax withholding on behalf of employees for net share
settlement of share-based compensation . . . . . . . . . . . . . . . . . . .
Intercompany transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . .
Effect of exchange rate fluctuations on cash and cash equivalents
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . .
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . $
(150,000)
(99,000)
235,000
331,879
(100,807)
—
—
—
—
—
—
343
—
—
—
—
—
—
—
(217,072)
—
—
—
—
— $
(1,410)
233,468
232,401
—
23,155
1,964
25,119 $
—
(16,396)
(16,396)
(874)
432
3,282
3,714 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
(42,418)
(438,787)
(481,205)
(150,000)
(99,000)
235,000
331,879
(100,807)
343
(1,410)
—
216,005
(874)
23,587
5,246
28,833
Condensed Consolidating Statement of Cash Flows
Year Ended January 2, 2016
(In thousands)
Net cash provided by (used in) operating activities . . . . . . . . . . .
— $ 137,330 $
(8,851) $
Guarantor Non-Guarantor
Subsidiaries Subsidiaries
Parent
$
Eliminations Consolidated
— $
128,479
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for acquisition of businesses, net of cash acquired . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(18,209)
(796,524)
(814,733)
(365)
(77,287)
(77,652)
Cash flows from financing activities:
Repayments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . .
Repayments of borrowings under revolving credit facility . . . . . . .
Borrowings under revolving credit facility . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock, net . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based compensation . . . . . . . . . . . .
Payments of tax withholding on behalf of employees for net share
settlement of share-based compensation . . . . . . . . . . . . . . . . . . . . .
Debt financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate fluctuations on cash and cash equivalents . .
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . .
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . $
(18,750)
746,250
(164,000)
170,000
126,230
(76,528)
—
—
—
—
—
—
—
539
—
—
—
—
—
—
—
—
—
(1,750)
—
(783,202)
—
—
—
—
— $
(14,547)
693,687
677,929
—
526
1,438
1,964 $
—
89,515
89,515
218
3,230
52
3,282 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
(18,574)
(873,811)
(892,385)
(18,750)
746,250
(164,000)
170,000
126,230
(76,528)
539
(1,750)
(14,547)
—
767,444
218
3,756
1,490
5,246
- 95 -
B&G FOODS, INC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2016, January 2, 2016 and January 3, 2015
(18) Restructuring
During the third and fourth quarters of fiscal 2016, we closed our Spartanburg, South Carolina manufacturing
and warehouse facilities and moved our Mama Mary’s operations to our manufacturing facility in Yadkinville, North
Carolina. This decision is consistent with our ongoing efforts to reduce excess production capacity, improve
productivity and operating efficiencies and reduce overall costs. In connection with the restructuring, we recorded a
charge for employee severance and other employee costs of approximately $0.8 million during the third quarter of 2016
and a non-cash write-off of equipment of approximately $0.3 million during the fourth quarter of 2016.
- 96 -
B&G FOODS, INC. AND SUBSIDIARIES
Schedule of Valuation and Qualifying Accounts
(In thousands)
Schedule II
Column A
Column B
Column C
Additions
Column D
Column E
Balance at Charged to Charged to
beginning of costs and other accounts— Deductions— Balance at
end of period
expenses
describe
describe
period
Description
Year ended January 3, 2015:
Allowance for doubtful accounts and discounts . . . $ 1,081 $
Year ended January 2, 2016:
Allowance for doubtful accounts and discounts . . . $ 1,005 $
Year ended December 31, 2016:
Allowance for doubtful accounts and discounts . . . $ 1,167 $
21
178
559
— $
97 (a) $
1,005
— $
16 (a) $
1,167
— $
7 (a) $
1,719
(a) Represents bad-debt write-offs.
- 97 -
Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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 Rules 13a-15(e) and 15d-15(e) under the Exchange Act, disclosure controls and procedures are controls and
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.
Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, including
our chief executive officer and chief financial officer, conducted an evaluation of our internal control over financial
reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework of Internal Control—Integrated Framework (2013), our
management concluded that our internal control over financial reporting was effective at December 31, 2016. The
effectiveness of our internal control over financial reporting as of December 31, 2016 was audited by KPMG LLP, an
independent registered public accounting firm, as stated in their report which is included in Part II, Item 8, “Financial
Statements and Supplementary Data” of this report.
Our internal control system is designed to provide reasonable assurance to our management and board of
directors regarding the preparation and fair presentation of published consolidated financial statements in accordance
with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We have excluded the spices & seasonings business and Victoria from our evaluation of internal control over
financial reporting as of December 31, 2016, because we acquired the spices & seasonings business and Victoria during
2016. The total assets and total net sales of the spices & seasonings business and Victoria represent 16.1% and 2.3%,
respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended December 31,
2016.
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 in our internal control over financial reporting occurred during the last quarter of fiscal 2016 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on
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that evaluation, our chief executive officer and our chief financial officer concluded that there has been no change in our
internal control over financial reporting during the last quarter of fiscal 2016 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls.
Our company’s management, including the chief executive officer and chief financial officer, does not expect
that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of the controls. The design of any system
of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any
evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
With the exception of the information relating to our Code of Business Conduct and Ethics that is presented in
Part I, Item 1 of this report under the heading “Available Information,” the information required by this Item will appear
in the sections entitled “Corporate Governance,” “Proposal 1—Election of Directors,” “Our Management,”
“Section 16(a) Beneficial Ownership Reporting Compliance,” “Compensation Committee Interlocks and Insider
Participation” and “Report of the Compensation Committee” included in our definitive proxy statement to be filed on or
before May 1, 2017, relating to the 2017 annual meeting of stockholders, which information is incorporated herein by
reference.
Item 11. Executive Compensation.
The information required by this item will appear in the section entitled “Executive Compensation” and
“Compensation Discussion and Analysis” included in our definitive proxy statement to be filed on or before May 1,
2017, relating to the 2017 annual meeting of stockholders, which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans. The following table summarizes
information, as of December 31, 2016, relating to the 2008 Omnibus Incentive Compensation Plan, which was approved
by the company’s stockholders and under which restricted stock, options, stock appreciation rights, deferred stock, stock
units and cash-based awards to employees, non-employee directors and consultants may be granted from time to time.
Equity Compensation Plan Information
Plan Category
Equity compensation plans approved by security
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity compensation plans not approved by security
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of securities to Weighted-average
exercise price of
be issued upon exercise
outstanding options,
of outstanding options,
warrants and rights
warrants and rights
(b)
(a)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
1,151,134 (1) $
31.65 (2)
1,345,894 (1)
—
1,151,134 (1) $
—
31.65 (2)
—
1,345,894 (1)
(1) Includes 714,580 stock options and 436,554 performance share long-term incentive awards (LTIAs) (for the 2014 to
2016, 2015 to 2017 and 2016 to 2018 performance periods) outstanding as of December 31, 2016, under the 2008
Omnibus Incentive Compensation Plan. For the performance share LTIAs, includes the maximum number of shares
(i.e., 200% of the target number of shares) of common stock that may be issued under the 2008 Omnibus Incentive
Compensation Plan in respect of the performance share LTIAs, subject to the achievement of specified performance
goals. There is, however, no guarantee that all or any part of these performance-based awards will actually be earned
and that shares of common stock will be issued upon completion of the performance cycles. In addition, if
performance goals are achieved for the performance share LTIAs, plan participants are required to have shares
withheld by our company to satisfy tax withholding requirements. Shares not issued due to withholding and shares
not issued due to failure to satisfy performance goals do not count against the maximum number of remaining
authorized shares under the plan. 68,160 shares of common stock (which is net of 42,368 shares withheld for
minimum statutory tax withholding) were issued in February 2017 in respect of the 2014 to 2016 performance share
LTIAs.
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(2) Reflects the weighted average exercise price of 714,580 stock options outstanding under the 2008 Omnibus
Incentive Compensation Plan. 436,554 performance share LTIAs do not have an exercise price and are not included
in calculation of the weighted average exercise price set forth in column (b).
The remaining information required by this item will appear in the section entitled “Security Ownership of
Certain Beneficial Owners and Management” included in our definitive proxy statement to be filed on or before May 1,
2017, relating to the 2017 annual meeting of stockholders, which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will appear in the section entitled “Certain Relationships and Related
Transactions” and “Corporate Governance” included in our definitive proxy statement to be filed on or before May 1,
2017, relating to the 2017 annual meeting of stockholders, which information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item will appear in the section entitled “Independent Registered Public
Accounting Firm Fees” included in our definitive proxy statement to be filed on or before May 1, 2017, relating to the
2017 annual meeting of stockholders, which information is incorporated herein by reference.
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Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report.
PART IV
(1) Consolidated Financial Statements: The following consolidated financial statements
are included in Part II, Item 8 of this report.
Page
Reports of Independent Registered Public Accounting Firm. . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2016 and January 2, 2016.
Consolidated Statements of Operations for the years ended December 31,
2016, January 2, 2016 and January 3, 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2016, January 2, 2016 and January 3, 2015. . . . . . . . . . . . . . .
Consolidated Statements of Changes in Stockholders’ Equity for the years
ended December 31, 2016, January 2, 2016 and January 3, 2015. . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31,
2016, January 2, 2016 and January 3, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . .
53
55
56
57
58
59
60
(2) Financial Statement Schedule. The following financial statement schedule
is included in Part II, Item 8 of this report.
Schedule II—Schedule of Valuation and Qualifying Accounts. . . . . . . . . . . .
97
(3) Exhibits.
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EXHIBIT
NO.
2.1
2.2
2.3
3.1
3.2
4.1
4.2
4.3
4.4
10.1
10.2
DESCRIPTION
Amended and Restated Purchase Agreement, dated as of April 23, 2014, among American Capital Equity
I, LLC, American Capital Equity II, LP, American Capital, Ltd., Walter McKenna, Donna Halk,
Dominique Bastien, BCCK Holdings, Inc., American Capital Ltd., as Sellers’ Representative, and B&G
Foods North America, Inc. (Filed as Exhibit 2.1 to B&G Foods’ Current Report on Form 8-K filed
April 28, 2014, and incorporated by reference herein)
Asset Purchase Agreement, dated as of September 2, 2015, among General Mills, Inc., B&G Foods North
America, Inc., and B&G Foods, Inc. (Filed as Exhibit 2.1 to B&G Foods’ Current Report on Form 8-K
filed September 3, 2015, and incorporated by reference herein)
Asset Purchase Agreement, dated as of September 21, 2016, among ACH Food Companies, Inc., B&G
Foods North America, Inc., B&G Foods, Inc. and Associated British Foods PLC (Filed as Exhibit 2.1 to
B&G Foods’ Current Report on Form 8-K filed September 21, 2016, and incorporated by reference herein)
Second Amended and Restated Certificate of Incorporation of B&G Foods, Inc. (Filed as Exhibit 3.1 to
B&G Foods’ Current Report on Form 8-K filed on August 13, 2010, and incorporated by reference herein)
Bylaws of B&G Foods, Inc., as amended and restated through February 27, 2013 (Filed as Exhibit 3.1 to
B&G Foods’ Current Report on Form 8-K filed on March 4, 2013, and incorporated by reference herein)
Indenture, dated as of June 4, 2013, between B&G Foods, Inc. and The Bank of New York Mellon Trust
Company, N.A., as trustee (Filed as Exhibit 4.1 to B&G Foods’ Current Report on Form 8-K filed on
June 4, 2013, and incorporated by reference herein)
First Supplemental Indenture, dated as of June 4, 2013, among B&G Foods, Inc., B&G Foods North
America, Inc., B&G Foods Snacks, Inc., William Underwood Company, and The Bank of New York
Mellon Trust Company, N.A., as trustee, relating to the 4.625% senior notes due 2021 (Filed as Exhibit 4.2
to B&G Foods’ Current Report on Form 8-K filed on June 4, 2013, and incorporated by reference herein)
Form of 4.625% Senior Note due 2021 (included in Exhibit 4.2)
Form of stock certificate for common stock (Filed as Exhibit 4.1 to B&G Foods’ Current Report on
Form 8-K filed on August 13, 2010, and incorporated by reference herein)
Amended and Restated Credit Agreement, dated as of October 2, 2015, among B&G Foods, Inc., the
several banks and other financial institutions or entities from time to time party thereto as lenders and
Barclays Bank PLC, as administrative agent and collateral agent, with certain financial institutions as joint
lead arrangers, joint bookrunners, co-documentation agents and co-syndication agents. (Filed as
Exhibit 10.1 to B&G Foods’ Current Report on Form 8-K filed on November 6, 2016, and incorporated by
reference herein)
Guarantee and Collateral Agreement, dated as of June 5, 2014, among B&G Foods, Inc., B&G Foods
North America, Inc., B&G Foods Snacks, Inc., BCCK Holdings, Inc., Bear Creek Country Kitchens, LLC,
Pirate Brands, LLC, Rickland Orchards LLC, Specialty Brands of America, Inc. and William Underwood
Company, and each other subsidiary of B&G Foods, Inc. party thereto from time to time, and Credit Suisse
AG, as collateral agent (Filed as Exhibit 10.2 to B&G Foods’ Current Report on Form 8-K filed on June 9,
2014, and incorporated by reference herein)
10.3
Second Amended and Restated Employment Agreement, dated as of December 11, 2014, between Robert
C. Cantwell and B&G Foods, Inc. (Filed as Exhibit 10.1 to B&G Foods’ Current Report on Form 8-K filed
on December 16, 2014, and incorporated by reference herein)
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EXHIBIT
NO.
10.4
10.5
10.6
10.7
10.8
10.9
DESCRIPTION
Amended and Restated Employment Agreement by and between Vanessa E. Maskal and B&G Foods, Inc.,
dated as of December 31, 2008 (Filed as Exhibit 10.3 to B&G Foods’ Current Report on Form 8-K filed on
January 6, 2009, and incorporated by reference herein)
Amended and Restated Employment Agreement by and between Scott E. Lerner and B&G Foods, Inc.,
dated as of December 31, 2008 (Filed as Exhibit 10.5 to B&G Foods’ Current Report on Form 8-K filed on
January 6, 2009, and incorporated by reference herein)
Employment Agreement, dated as of August 6, 2009, between William F. Herbes and B&G Foods, Inc.
(Filed as Exhibit 10.2 to B&G Foods’ Current Report on Form 8-K filed on August 10, 2009, and
incorporated by reference herein)
Employment Agreement, dated as of March 5, 2010, between William H. Wright and B&G Foods, Inc.
(Filed as Exhibit 10.12 to B&G Foods’ Annual Report on Form 10-K filed on March 1, 2011, and
incorporated by reference herein)
Employment Agreement, dated as of January 4, 2016, between Eric H. Hart and B&G Foods, Inc. (filed as
Exhibit 10.9 to B&G Foods’ Annual Report on Form 10-K filed on March 2, 2016, and incorporated by
reference herein)
Form of B&G Foods, Inc. Performance Share Long-Term Incentive Award Agreement (Filed as
Exhibit 10.11 to B&G Foods’ Annual Report on Form 10-K filed on February 26, 2014, and incorporated
by reference herein)
10.10
Form of B&G Foods, Inc. Stock Option Agreement (Non-Qualified Stock Option) (Filed as Exhibit 10.2 to
B&G Foods’ Current Report on Form 8-K filed on December 16, 2014, and incorporated by reference
herein)
12.1
Computation of Ratio of Earnings to Fixed Charges.
21.1
Subsidiaries of B&G Foods, Inc.
23.1
Consent of KPMG LLP.
31.1
31.2
32.1
101.1
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the
Chief Executive Officer.
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the
Chief Financial Officer.
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 and Chief Financial Officer.
The following financial information from B&G Foods’ Annual Report for the year ended December 31,
2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets,
(ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive
Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated
Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity
information.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
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: March 1, 2017
B&G FOODS, INC.
By: /s/ THOMAS P. CRIMMINS
Thomas P. Crimmins
Executive Vice President of Finance and Chief
Financial Officer (Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
NAME
TITLE
DATE
/s/ STEPHEN C. SHERRILL
Stephen C. Sherrill
Chairman of the Board of Directors
March 1, 2017
/s/ ROBERT C. CANTWELL
Robert C. Cantwell
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ DEANN BRUNTS
DeAnn Brunts
/s/ CHARLES F. MARCY
Charles F. Marcy
/s/ DENNIS M. MULLEN
Dennis M. Mullen
/s/ CHERYL M. PALMER
Cheryl M. Palmer
/s/ ALFRED POE
Alfred Poe
/s/ DAVID L. WENNER
David L. Wenner
Director
Director
Director
Director
Director
Director
March 1, 2017
March 1, 2017
March 1, 2017
March 1, 2017
March 1, 2017
March 1, 2017
March 1, 2017
- 105 -
Exhibit 31.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
I, Robert C. Cantwell, certify that:
1.
2.
I have reviewed this annual report on Form 10-K of B&G Foods, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: March 1, 2017
/s/ ROBERT C. CANTWELL
Robert C. Cantwell
Chief Executive Officer
Exhibit 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
I, Thomas P. Crimmins, certify that:
1.
2.
I have reviewed this annual report on Form 10-K of B&G Foods, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: March 1, 2017
/s/ THOMAS P. CRIMMINS
Thomas P. Crimmins
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of B&G Foods, Inc. (the “Company”) on Form 10-K for the period ended
December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert
C. Cantwell, Chief Executive Officer of the Company and I, Thomas P. Crimmins, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to
my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ ROBERT C. CANTWELL
Robert C. Cantwell
Chief Executive Officer
March 1, 2017
/s/ THOMAS P. CRIMMINS
Thomas P. Crimmins
Chief Financial Officer
March 1, 2017
A signed original of this written statement required by Section 906 has been provided to the Company and will be
retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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