2024 Annual Report
™
Adjusted EBITDA is a “non-GAAP (Generally Accepted Accounting Principles) financial measure.” Please see the discussion within Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in the following Annual Report for a more detailed discussion of adjusted EBITDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures
for fiscal 2024 and 2023, along with the components of adjusted EBITDA. For a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures for fiscal 2022, 2021 and 2020, along
with the components of adjusted EBITDA, please see our 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023 and our 2021 Annual Report on Form 10-K filed with the SEC on
March 1, 2022, each available at www.sec.gov.
*
$ 301.0
$ 361.2
$ 132.0
$ 1,967.9
20
21
22
23
24
20
21
22
23
24
20
21
22
23
24
$ 358.0
$ 67.4
$ 2,056.3
$ 2,163.0
$ (11.4)
$ 2,062.3
$ (66.2)
$ 318.0
$ 1,932.5
$ (251.3)
$ 295.4
Net Sales
Net Income (Loss)
Adjusted EBITDA*
Financial Highlights
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)
TO OUR STOCKHOLDERS:
Business Performance
Fiscal 2024 was a difficult year for both B&G Foods and the packaged food industry, with consumers
continuing to adjust purchase patterns in the wake of higher inflation and prices for food and other consumer
goods that remain elevated. The exception has been our spices & seasonings business, which has shown
positive trends in the last several quarters influenced by the growth of fresh produce and proteins in the
perimeter of the store.
In fiscal 2024, net sales decreased 6.3% to $1.932.5 billion. The year over year decline in net sales was
primarily attributable to a decrease in base business net sales* and the divestiture of the Green Giant U.S. shelf-
stable product line in the fourth quarter of fiscal 2023. Base business net sales were down 3.3%, or
approximately 2.5% excluding the net effect on base business net sales of roughly $15 million of lower
Crisco oil pricing to reflect lower soybean oil costs with no gross profit impact based on the Crisco commodity
pricing model. In fiscal 2024, adjusted EBITDA* declined 7.1% versus fiscal 2023, although down only
approximately 2.0% excluding the approximately $8 million impact of the Green Giant U.S. shelf-stable
divestiture in fiscal 2023, and approximately $8.5 million of negative foreign currency impact relating to the
Mexican Peso in fiscal 2024 compared to fiscal 2023 on the Green Giant frozen vegetables produced and
packed in Mexico and shipped into the U.S.
Encouragingly, our fourth quarter 2024 results showed sequential improvement versus prior quarters in
2024. Fourth quarter adjusted EBITDA of $86.1 million and net sales of $551.6 million were in line or slightly
above expectations. The strongest net sales performance was in our Spices & Flavor Solutions business unit,
with fourth quarter 2024 net sales up 5.0% versus the fourth quarter of last year.
For 2025, we continue to see uncertainty in the near term on center store trends, with sales and
consumption declines in January and February 2025, relative to last year. We expect to see improvement in
our base business net sales trend in the second half of 2025 as we begin to lap the consumer reaction to the
inflationary food environment.
Portfolio Shaping
We remain committed to reshaping and restructuring our portfolio to sharpen focus, simplify our
portfolio, improve margins and cash flow, and maximize future value creation. This is a very high priority
for our company and critical to our future strategic direction and risk profile. The endgame is to create a more
highly focused B&G Foods, with adjusted EBITDA as a percentage of net sales approaching 20%, increased
cash flow generation, lower net leverage, a more efficient cost structure, and clear synergies within the
portfolio. Building this stable platform can ultimately be the foundation for future, focused M&A growth.
We continue to review our remaining portfolio for possible divestitures of non-core assets, and as
previously discussed, we are finalizing the strategic review of our frozen and remaining canned vegetable
businesses for a possible divestiture and sale of some or all of the assets in our Frozen & Vegetable business
unit. Green Giant remains a strong brand with broad awareness and distribution, and the frozen vegetables
category is on trend with health and dietary trends. It may not be the right fit with B&G Foods’ focus and
capabilities, particularly since there are no plans to add more assets in the frozen portfolio given the
opportunities in our core shelf-stable businesses and overall capital constraints.
*
Base business net sales and adjusted EBITDA are “non-GAAP (Generally Accepted Accounting Principles) financial measures.”
Please see the discussion within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operation” in the following Annual Report on Form 10-K for a more detailed discussion of base business net sales and adjusted
EBITDA and reconciliations of base business net sales and adjusted EBITDA with the most directly comparable GAAP measures
along with the components of base business net sales and adjusted EBITDA.
Investment Highlights
In our twenty years as a publicly held company, we have proven our commitment to creating stockholder
value by consistently paying a cash dividend. We have paid a dividend every quarter since our initial public
offering. We have been able to maintain our dividend policy year after year by growing net sales and adjusted
EBITDA over the past twenty years at compound annual growth rates of 8.6% and 7.5%, respectively. We
remain committed to our policy of returning a meaningful portion of our excess cash to stockholders. During
2024, we returned $60.0 million of cash to our stockholders in the form of dividends.
Corporate Social Responsibility
In January 2024 we issued our inaugural corporate social responsibility report. We are planning to issue
our second annual corporate social responsibility report during the second or third quarter of 2025. Our annual
corporate social responsibility reports, which are available at https://www.bgfoods.com/about/responsibility,†
include disclosures regarding the steps we have been taking over the years to enhance our corporate social
responsibility efforts and to minimize our impact on the environment, including our sustainability goals and
the progress we have been making to achieve those goals.
A highlight within the CSR report is our philanthropic partnership with America’s Grow-a-Row
(AGAR). As a leading manufacturer of high quality, well known food brands, we believe we can make a
difference in the community by supporting causes and organizations that promote food security and education
to ensure those in need have access to safe and nutritious food. AGAR is a not-for-profit organization that
grows and gleans fresh, healthy fruits and vegetables that are donated to those suffering from hunger or living
in areas that lack reliable access to fresh, affordable produce. In each of February 2023, February 2024 and
January 2025, we donated $250,000 to AGAR, which results in the planting, growing, harvesting and
distribution of 1.25 million servings per year of fresh produce to communities in need across the United
States. In addition, during the harvest season in New Jersey, we hold volunteer days at AGAR in which our
employees help harvest fresh produce that is donated to those in need.
Fiscal 2025
In fiscal 2025, B&G Foods is laser focused on the following critical priorities:
• Improving Base Business Net Sales
• Portfolio Shaping
• Reducing Leverage
In fiscal 2025, we are striving to (1) generate modest base business net sales and adjusted EBITDA
growth, (2) further reshape B&G Foods through strategic divestitures of non-core, low margin and/or
working capital intensive brands, and (3) use divestiture proceeds and excess cash flow to reduce our
long-term debt and net leverage.
In Closing
Overall, the B&G Foods team responded well to the challenges facing our company and the packaged
foods industry in 2024 and we remain focused on our critical priorities. By focusing on these priorities for
fiscal 2025 and conducting our business in-line with our core values of passion for what we do, our commitment
to food safety & quality; diversity & inclusion; integrity & accountability; our customer & consumer focus;
our commitment to the safety & health of our employees; and our belief in collaboration & empowerment, we
remain committed to driving our business forward in 2025 and to a bright future ahead.
Sincerely,
Kenneth C. “Casey” Keller
President and Chief Executive Officer
March 26, 2025
†
The information contained on our website, including the information in our corporate social responsibility reports, is not part of,
and is not incorporated in, this or any other document or report we file with or furnish to the SEC.
As filed with the Securities and Exchange Commission on February 25, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
☒
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 28, 2024
or
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .
Commission file number 001-32316
B&G FOODS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3918742
(I.R.S. Employer
Identification No.)
Four Gatehall Drive, Parsippany, New Jersey
(Address of principal executive offices)
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
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
BGS
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 No
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 No
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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
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 directors and executive officers are affiliates of the registrant) as of June 28, 2024, the last business day of the registrant's most recently completed
second fiscal quarter, was $620,899,892 (based on the $8.08 per share closing price of the registrant's common stock on that date as reported on the New York Stock
Exchange).
As of February 20, 2025, the registrant had 79,138,243 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 April 28, 2025 in connection with the registrant’s 2025 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 28, 2024
TABLE OF CONTENTS
Page
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Item 1C.
Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Item 6.
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . .
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . .
95
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . .
96
PART III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
Item 13.
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . .
97
Item 14.
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
PART IV
Item 15.
Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
Signatures
102
- 3 -
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,”
“belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,”
“predict,” “may,” “will” or “plans” and similar references to future periods are intended to identify forward-looking
statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance and achievements, or industry results, to be materially different from any
future results, performance, or achievements expressed or implied by any forward-looking statements. We believe
important factors that could cause actual results to differ materially from our expectations include the following:
•
our substantial leverage;
•
the effects of rising costs for and/or decreases in the supply of commodities, ingredients, packaging, other
raw materials, distribution and labor;
•
crude oil prices and their impact on distribution, packaging and energy costs;
•
our ability to successfully implement sales price increases and cost saving measures to offset any cost
increases;
•
intense competition, changes in consumer preferences, demand for our products and local economic and
market conditions;
•
our continued ability to promote brand equity successfully, to anticipate and respond to new consumer
trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively
with lower priced products and in markets that are consolidating at the retail and manufacturing levels and
to improve productivity;
•
the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on our
international procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be
imposed on China, Canada and Mexico and other countries and any retaliatory actions taken by such
countries);
•
the ability of our company and our supply chain partners to continue to operate manufacturing facilities,
distribution centers and other work locations without material disruption, and to procure ingredients,
packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages;
•
the impact pandemics or disease outbreaks may have on our business, including among other things, our
supply chain, our manufacturing operations, our workforce and customer and consumer demand for our
products;
•
our ability to recruit and retain senior management and a highly skilled and diverse workforce at our
corporate offices, manufacturing facilities and other work locations despite a very tight labor market and
changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible
working and other matters;
•
the risks associated with the expansion of our business;
•
our possible inability to identify new acquisitions or to integrate recent or future acquisitions, or our failure
to realize anticipated revenue enhancements, cost savings or other synergies from recent or future
acquisitions;
•
our ability to successfully complete the integration of recent or future acquisitions into our enterprise
resource planning (ERP) system;
•
tax reform and legislation, including the effects of the Infrastructure Investment and Jobs Act, the Inflation
Reduction Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and any future tax reform or
legislation;
•
our ability to access the credit markets and our borrowing costs and credit ratings, which may be influenced
by credit markets generally and the credit ratings of our competitors;
•
unanticipated expenses, including, without limitation, litigation or legal settlement expenses;
- 4 -
•
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 ability to protect information systems against, or effectively respond to, a cybersecurity incident, other
disruption or data leak;
•
our ability to successfully implement our sustainability initiatives and achieve our sustainability goals, and
changes to environmental laws and regulations;
•
our ability to successfully adopt and utilize new technologies, such as artificial intelligence, including
machine learning and generative artificial intelligence;
•
other factors that affect the food industry generally, including:
o
recalls if products become adulterated or misbranded, liability if product consumption causes injury,
ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose
confidence in the safety and quality of certain food products;
o
competitors’ pricing practices and promotional spending levels;
o
fluctuations in the level of our customers’ inventories and credit and other business risks related to our
customers operating in a challenging economic and competitive environment; and
o
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 Part I, Item 1A, “Risk Factors,” and in our
other public filings with the Securities and Exchange Commission (SEC).
Developments in any of these areas could cause our results to differ materially from results that have been or
may be projected by us 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 in this report, including factors
disclosed under the sections of this report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” 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.
- 5 -
PART I
Item 1. Business.
Overview
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 31, 2022, December 30, 2023, December 28, 2024 and
January 3, 2026 as “fiscal 2022,” “fiscal 2023,” “fiscal 2024” and “fiscal 2025,” respectively. Typically, our fiscal
years and fiscal quarters consist of 52 and 13 weeks, respectively, ending on the Saturday closest to December 31 in the
case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar
quarter in the case of our other fiscal quarters. As a result, a 53rd week is added to our fiscal year every five or six
years. Fiscal 2025 contains 53 weeks, and fiscal 2024, 2023 and 2022 each contained 52 weeks. Each quarter of fiscal
2024, 2023 and 2022 contained 13 weeks. The fourth quarter of fiscal 2025 will contain 14 weeks. When we refer to a
“quarter” in this report, we are referring to a fiscal quarter.
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 130 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 50 brands into our company.
The table below includes some of the acquisitions and the divestitures we have completed in recent years:
Date
Significant Event
November 2023
Divestiture of the Green Giant U.S. shelf-stable product line, which was sold to Seneca Foods
Corporation, referred to as the “Green Giant U.S. shelf-stable divestiture” in the remainder of this
report.
January 2023
Divestiture of the Back to Nature business, which was sold to Barilla America, referred to as the
“Back to Nature sale” in the remainder of this report.
May 2022
Acquisition of the frozen vegetable manufacturing operations of Growers Express, LLC, referred to
as the “Yuma acquisition” in the remainder of this report.
December 2020
Acquisition of the Crisco brand of oils and shortening from The J. M. Smucker Co., referred to as
the “Crisco acquisition” in the remainder of this report.
May 2019
Acquisition of Clabber Girl Corporation, including the Clabber Girl, Rumford, Davis, Hearth Club
and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of
foodservice dessert mixes, from Hulman & Company, referred to as the “Clabber Girl acquisition”
in the remainder of this report.
October 2018
Divestiture of Pirate Brands, including the Pirate’s Booty, Smart Puffs, and Original Tings brands,
which was sold to The Hershey Company.
July 2018
Acquisition of the McCann’s brand of premium Irish oatmeal from TreeHouse Foods, Inc.
October 2017
Acquisition of Back to Nature Foods Company, LLC and related entities, including the
Back to Nature and SnackWell’s brands, from Brynwood Partners VI L.P., Mondelēz International
and certain other sellers.
December 2016
Acquisition of Victoria Fine Foods, LLC, and a related entity, from Huron Capital Partners and
certain other sellers.
- 6 -
November 2016
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 report.
November 2015 Acquisition of the Green Giant and Le Sueur brands from General Mills, Inc.
Change to Organizational Structure
Historically, we operated in a single industry segment. However, beginning with the first quarter of 2024, we
are now organized into four reportable segments (also referred to as business units), as follows:
(1)
Specialty, which includes, among others, the Crisco, Clabber Girl, Bear Creek, Polaner, Underwood,
B&G, Grandma’s, New York Style, Don Pepino, Sclafani, B&M, Baker’s Joy, Regina, TrueNorth,
Static Guard, SugarTwin and Brer Rabbit brands;
(2)
Meals, which includes, among others, the Ortega, Maple Grove Farms, Cream of Wheat, Las Palmas,
Victoria, Mama Mary’s, Spring Tree, McCann’s, Carey’s and Vermont Maid brands;
(3)
Frozen & Vegetables, which includes the Green Giant and Le Sueur brands; and
(4)
Spices & Flavor Solutions, which includes, among others, the Dash, Spice Islands, Weber, Ac’cent,
Tone’s, Trappey’s, Durkee and Wright’s brands.
Prior period segment results in our consolidated financial statements and related notes in this report have been
recast to reflect the change from one reportable segment to four reportable segments.
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, 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 report, we generally refer to the
Green Giant and Le Sueur brands collectively as the “Green Giant brand.”
The Crisco brand was introduced in 1911 and has revolutionized the way food is prepared and the way it tastes.
From being the first shortening product made of plant based oils and oil seeds to creating the first cooking oil that was
promoted for its light taste, Crisco has been making life in the kitchen more delicious for years. Today, Crisco is the
number one brand of vegetable shortening, the number one brand of vegetable oil and also holds a leadership position in
other cooking oils and cooking sprays.
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.
Clabber Girl, which originated as a wholesale grocery company dating back to the 1850’s, is a leader in baking
products, including baking powder, baking soda and corn starch. In addition to Clabber Girl, the number one retail
baking powder brand, product offerings also include the Rumford, Davis, Hearth Club and Royal brands of retail baking
powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes.
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, fruit-flavored syrups, 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 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 salt-free marinades. Dash’s
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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. Prior to 2020, the brand was known as Mrs. Dash.
The Las Palmas brand originated in 1922 and primarily includes authentic Mexican enchilada sauce, chili sauce
and various pepper products.
Victoria Fine Foods is a Brooklyn-based business founded in 1929. The Victoria brand offers a variety of
premium pasta and specialty sauces. Using traditional cooking methods, Victoria sauces are slow kettle-cooked 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 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.
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. The Polaner brand recently introduced Polaner Verry Berry
fruit spreads and Polaner organic preserves.
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’s offerings include organic products.
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 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 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 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 Tone’s brand started as a family business in 1873 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 Spring Tree brand originated in 1976 in Brattleboro, Vermont, and consists of pure maple syrup and sugar
free syrup.
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 New York Style brand was created in 1985 and includes Original Bagel Crisps, Pita Chips and Panetini
Italian Toast.
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 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.
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The B&M brand was introduced in 1927. The B&M line includes a variety of baked beans and brown bread.
The Old London brand was created in 1932 and offers a variety of flavors available in melba toast snacks.
Old London also markets specialty snacks under the Devonsheer brand name.
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 McCann’s brand has been in existence since 1800 and offers classic traditional steel cut Irish oatmeal as
well as convenience-oriented oatmeal products.
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 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 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 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 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 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 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 Sugar Twin brand, primarily sold in Canada, was developed in 1968 and is a calorie free sugar substitute.
The Joan of Arc brand, which originated in 1895, includes a full range of canned beans including kidney, chili
and other varieties.
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 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 New York Flatbreads brand is a line of thin, crispy, flavorful crispbread that is available in several
toppings.
The Molly McButter brand created the butter-flavored sprinkles category in 1987. Molly McButter is available
in butter and cheese flavors.
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. In recent years, however, except during
the COVID-19 pandemic, 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,
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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.
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 Dash,
Green Giant, Crisco, Cream of Wheat, Ac’cent, Crock Pot® seasoning mixes, Underwood, Polaner, Static Guard,
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 directly and through broker sales networks to supermarket chains, foodservice outlets,
mass merchants, warehouse clubs, non-food outlets and specialty distributors. Depending on the customer, either our
internal sales force or our 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 directly and through national
and regional brokers, with separate organizations focusing on foodservice, grocery chain accounts and special markets.
Our sales managers coordinate our direct and broker sales efforts, make key account calls with buyers or distributors and
supervise direct and 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 employees work in
conjunction with our 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 organized within our business units and 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 six primary distribution centers in the United States, four of
which are leased by us and are operated for us by a third-party logistics provider, one that is located at an owned
manufacturing facility and is operated by us, and one that is located at an owned manufacturing facility and is operated
by a third-party logistics provider. We also ship to certain customers direct from some of our manufacturing facilities. 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 seven primary distribution centers in the United States and Canada,
which are owned and operated by third-party logistics providers.
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.
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In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution,
primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through price increases
and cost savings initiatives. For example, despite higher rates for freight in 2022, we were able to offset a portion of the
freight cost increases through pricing, which included both list price increases and trade spend optimization. Although
freight rates began to decline in 2023, freight rates remained elevated during fiscal 2023 and 2024, and we expect freight
rates to remain elevated into fiscal 2025. To the extent that we are unable to offset present and future cost increases
through pricing and cost savings initiatives, our operating results will be negatively impacted.
Customers
Our top ten customers accounted for approximately 62.7% of our net sales and approximately 68.2% of our end
of the year receivables for fiscal 2024. Other than Walmart, which accounted for approximately 30.3% of our fiscal 2024
net sales, no single customer accounted for 10.0% or more of our fiscal 2024 net sales. Other than Walmart, which
accounted for approximately 36.0% of our receivables as of December 28, 2024, no single customer accounted for more
than 10.0% of our receivables as of December 28, 2024. During fiscal 2024, 2023 and 2022, our net sales to foreign
countries represented approximately 9.1%, 8.6% and 7.8%, respectively, of our total net sales. Our foreign sales are
primarily to customers in Canada.
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, oils, meat, poultry, flour, 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, oils, 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 size, national, state and
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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 experienced sudden
and high cost inflation in fiscal 2021, fiscal 2022 and early 2023. Costs remained elevated in fiscal 2023 and fiscal 2024,
and we expect costs to remain elevated in fiscal 2025. 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. Beginning in the fourth quarter of 2022 through fiscal 2023, we saw improvements in our gross profit and gross
profit margins as our net pricing largely caught up with input cost increases. Gross profit and gross profit margins
remained relatively stable in fiscal 2024. However, 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 decline, customers may look for price
reductions in situations where we have locked into purchases at higher costs. During the past several years, our cost
saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient
and packaging and distribution costs.
Production
Manufacturing. We operate twelve 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, B&M, Bear Creek Country Kitchens, Canoleo, Cream of Rice, Crock Pot,
Joan of Arc, Le Sueur, New York Flatbreads, Regina, Spring Tree, Static Guard, Sugar Twin, TrueNorth and Underwood
products and a portion of our B&G, Cary’s, Cream of Wheat, Crisco, Green Giant, Las Palmas, MacDonald’s,
McCann’s 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. However, we may experience short-term or long-term disturbances in our
operations and our ability to implement our business plan or meet consumer demand if we are unexpectedly required to
change our co-packing arrangements or are unable to enter into additional or alternative arrangements in the future.
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, Clabber Girl, Cream of Rice,
Cream of Wheat, Crisco, Dash, Devonsheer, Don Pepino, Durkee, Grandma’s, Green Giant, Joan of Arc, Las Palmas,
Le Sueur, MacDonald’s, Mama Mary’s, Maple Grove Farms of Vermont, McCann’s, Molly McButter,
New York Flatbreads, New York Style, Old London, Ortega, Polaner, Regina, Sa-són, Sclafani, Spice Islands,
Spring Tree, Static Guard, Sugar Twin, Tone’s, Trappey’s, TrueNorth, Underwood, Vermont Maid, Victoria and
Wright’s.
Inbound License Agreements. From time to time we enter into inbound licensing agreements. For example, we
sell Weber seasonings and other flavor enhancers pursuant to a licensing agreement with Weber-Stephen Products LLC,
Crockpot seasoning mixes pursuant to a license agreement with Sunbeam Products, Inc., Skinnygirl fat free and sugar
free salad dressings and sugar free cocktail inspired preserves pursuant to a license agreement with Better Bites, LLC,
Cinnamon Toast Crunch Cinnadust seasoning blend pursuant to a license agreement with a subsidiary of General Mills,
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Inc., Einstein Bros. everything bagel seasoning blend pursuant to a license agreement with Einstein Noah Restaurant
Group, Inc., and Cream of Wheat Cinnabon®, a co-branded product, pursuant to a license agreement with a subsidiary of
Cinnabon Franchisor SPV LLC.
Outbound License Agreements. We also from time to time enter into outbound license agreements for our
trademarks and other intellectual property. For example, the Green Giant trademark and related intellectual property are
licensed to third parties for use in connection with their sale of fresh produce in the United States and Europe and
shelf-stable products in the United States. 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 parts of Europe, Asia and in various other
locations outside of the United States and Canada.
Human Capital
As of December 28, 2024, our workforce consisted of 2,784 employees. Of that total, 2,321 employees were
engaged in manufacturing, 147 were engaged in marketing and sales, 199 were engaged in warehouse and distribution
and 117 were engaged in administration. Approximately 51.2% of our employees, located at six manufacturing facilities
in the United States and one manufacturing facility in Mexico, are covered by collective bargaining agreements.
See “—Labor Relations and Collective Bargaining Agreements” below.
Our Core Values; Compliance and Ethics. At B&G Foods, we are committed to providing quality products and
observing high ethical standards in the conduct of our business. Together with our predecessors, we have been doing so
since the 1800s. Our core values: passion; food safety and quality; diversity and inclusion; integrity and accountability;
customer and consumer focus; safety and health at work; collaboration; and empowerment, have been critical to our
success. Our Code of Business Conduct and Ethics, referred to as our Code, serves as a guide for all directors, officers,
employees and representatives of B&G Foods in our daily interactions with our customers, consumers, stockholders,
regulatory agencies, supply chain partners and fellow employees. We provide annual and periodic training and
educational materials to our employees on our Code, raising and resolving ethical issues, ethical decision making and on
various other compliance and ethics topics.
Our Culture. We love food and bringing our family of brands to our consumers and their families. We have fire
in our bellies, are energized by new challenges and pursue excellence in everything we do. We believe in teamwork and
collaboration, have a common desire to be part of something big, and share a commitment to stay humble even as we
continue to grow.
We work together to bring iconic brands to life to meet the needs of our diverse consumer base. To do that, we
need the best people with diverse backgrounds, experiences, and perspectives; people who respect individual differences
and are passionate about being part of a winning team. We are committed to fostering an inclusive work environment
where all employees have the opportunity to share their ideas, grow with our company, and realize their full potential.
We believe in timely and open communication. We support each other professionally and personally without
being asked. Our open-door policy creates an idea-driven environment where each of us, regardless of level, has a voice.
We are approachable, collegial and fiercely loyal.
Communication and Transparency; Employee Feedback; Employee Engagement. We use various
communication vehicles to share information with our employees about the business priorities, performance and internal
happenings across our company.
We make it a priority to listen to our employees, to understand their diverse viewpoints and respond to their
feedback by taking action to improve. We do this in part by monitoring employee engagement and satisfaction through
periodic employee engagement surveys.
Employee Empowerment, Training and Professional Development. We enable and encourage our employees to
grow, excel and realize their full potential. We strive to hire people more talented than we are. We empower our people
to make the decisions needed today, and prepare them for even bigger decisions they will make in the future. We support
professional development by providing access to internal and external training resources and programs.
Discrimination and Harassment. As set forth in our Code and our discrimination and harassment policy, we
have a zero-tolerance policy on discrimination and harassment and have several methods under which employees can
report incidents, including an online and telephone hotline through which employees can report any discrimination and
harassment or any other compliance and ethics concerns confidentially or anonymously and without fear of reprisal.
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Compensation and Benefits. We provide competitive and equitable wages and offer comprehensive and
affordable benefits to our employees.
Human Rights. Consistent with the requirements of our Code, our core values and our human rights policy, we
respect the personal dignity and individual worth of every human being. At B&G Foods, it is the responsibility of each
of our employees to maintain a work culture that supports human rights. Likewise, in establishing and maintaining
relationships with our supply chain partners and other business partners, we expect the same commitment to high ethical
standards and compliance with applicable laws, including those relating to human rights. We are committed to
compliance with all applicable laws and regulations with respect to human rights, and our respect for the protection and
preservation of human rights is guided by the principles set forth in the United Nations Universal Declaration of Human
Rights. We have and will continue to communicate to our employees, supply chain partners and other stakeholders our
commitment to human rights through our Code, our supplier code of conduct and our human rights policy.
Safety & Health at Work. We are committed to ensuring the health and safety of our employees and expect the
same from our supply chain partners. We are committed to preventing accidents, injuries and illnesses related to the
workplace. Our environmental, health and safety policy provides, among other things, that we hold our leadership
accountable for providing and maintaining safe and healthful working conditions; insist that no manufacturing facility,
warehouse, office, or department will be considered properly managed regardless of its proficiency in other areas unless
it maintains a safe and healthful work environment; and mandating that safety is a condition of employment and holding
every employee accountable for following all prescribed work safety practices and procedures. To promote safety and
health at work, we provide monthly safety and health training and assessments as well as annual internal and third-party
safety and health audits.
Labor Relations and Collective Bargaining Agreements. We have collective bargaining agreements covering
employees at six of our facilities in the United States, and one facility in Mexico, which vary in term depending on the
location:
Facility Location
Union
Effective
Date
Expiration
Date
No. of Employees
Covered(1)
Ankeny, IA . . . . . . . . International Brotherhood of Teamsters, Local No. 238
Apr. 5, 2020
Apr. 6, 2025
321
Brooklyn, NY . . . . . . United Food and Commercial Workers Union, Local No. 342
Jan. 1, 2024
Dec. 31, 2027
39
Cincinnati, OH . . . . . The Employees Representation Association
May 1, 2023
Apr. 30, 2027
121
Irapuato, MX . . . . . . National Union of Frozen and Packaging Food Processors, Similar and
Related, Confederation of Mexican Workers (CTM)
Apr. 14, 2023
(2)
724
Roseland, NJ . . . . . . . International Brotherhood of Teamsters, Chauffeurs, Warehousemen &
Helpers of America, Local No. 863
Apr. 1, 2020
Mar. 31, 2026
50
Stoughton, WI . . . . . . Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy
Employees and Helpers Union, Local No. 695
Mar. 28, 2021
Mar. 26, 2026
61
Terre Haute, IN . . . . . Chauffeurs, Teamsters, Warehousemen and Helpers Union, Local No. 135 Mar. 31, 2024
Mar. 30, 2027
110
(1) As of December 28, 2024.
(2) The collective bargaining agreement for our Mexico facility does not have an expiration date; however, certain terms of the agreement
are subject to periodic review and negotiation, including wages at least annually and general conditions every two years.
As noted in the table above, one of our collective bargaining agreements, covering employees at our Ankeny,
Iowa facility, is scheduled to expire 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 Ankeny 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.
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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
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 evaluate and modify our manufacturing and
other processes on an ongoing basis to mitigate risk and further reduce our impact on the environment, conserve water
and reduce waste.
For more information about some of our key environmental sustainability goals and initiatives, and for copies
of our environmental, health and safety policy, our water stewardship policy and our most recent corporate social
responsibility report, please see https://www.bgfoods.com/about/responsibility. These policies, our corporate social
responsibility reports and other information contained on our website are not part of, and are not incorporated in, this or
any other report we file with or furnish to the SEC.
Environmental Laws and Regulations. We are also subject to national and local environmental laws and
regulations in the United States and in foreign countries in which we do business, including laws related to wastewater
discharge, water consumption and air emissions. In the United States, environmental laws and regulations include the
Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and other federal, state and local laws and regulations. Our operations outside
the United States are subject to similar laws and regulations. In addition, continuing concern over environmental, social
and governance matters, including climate change, is expected to continue to result in new or increased legal and
regulatory requirements (in or outside of the United States) to reduce emissions to mitigate the potential effects of
greenhouse gases, to limit or impose additional costs on commercial water use due to local water scarcity concerns or to
expand mandatory reporting of certain environmental, social and governance metrics. We are also subject to regulations
in most provinces of Canada that effectively require manufacturers to contribute to the cost of recycling food and
beverage packaging after consumers use it, and similar regulations have been or are expected to be enacted by various
states of the United States. Our policy is to abide by all applicable environmental laws and regulations, and we have
internal programs in place with respect to our environmental compliance.
We have made, and plan to continue making, necessary expenditures for compliance with applicable
environmental laws and regulations and to achieve our sustainability goals. While we have not made any material
expenditures during the last three fiscal years in order to comply with environmental laws or regulations or our
sustainability goals, changes in environmental compliance requirements, and expenditures necessary to comply with
such requirements or to achieve our sustainability goals, could adversely affect our financial performance. In addition,
we are subject to environmental remediation obligations arising in the normal course of business, as well as remediation
and related indemnification obligations in connection with certain historical activities and contractual obligations,
including those of businesses or properties we have acquired. While these environmental remediation and
indemnification obligations cannot be predicted with certainty, such obligations have not had, and are not expected to
have, a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.
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
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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. 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 website, 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 website is
https://www.bgfoods.com/investor-relations.
The full text of the charters for each of the audit, compensation, corporate social responsibility, nominating and
governance, and risk 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 website, https://www.bgfoods.com/investor-relations/governance/documents. Our
code of business conduct and ethics applies to all of our employees, officers and directors, including our chief executive
officer, chief financial officer and chief 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, chief financial officer or
chief accounting officer in the investor relations section of our website.
Our supplier code of conduct, environmental, health and safety policy, human rights policy, water stewardship
policy, philanthropy principles, and inaugural corporate social responsibility report are available in the responsibility
section of our website, https://www.bgfoods.com/about/responsibility.
The information contained on our website 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.
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 and Industry
The packaged food industry is highly competitive and we face risks related to the execution of our strategy and our
ability to respond to channel shifts and other competitive pressures.
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. In addition, the rapid growth of some channels, in
particular in e-commerce, may impact our current operations or strategies more quickly than we planned for, create
consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. We may
need to increase or reallocate spending on existing and new distribution channels and technologies, marketing,
advertising and new product innovation to protect or increase revenues, market share and brand significance. These
expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and
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might not result in trade and consumer acceptance of our efforts. If we are unable to continue to compete successfully
with these companies or if competitive pressures or other factors, such as an inability to effectively respond to channel
shifts and new technologies, cause our products to lose market share, result in significant price erosion or negatively
impact our ability to operate efficiently, our business, consolidated financial condition, results of operations or liquidity
could be materially and adversely affected.
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.
Our business may be adversely impacted if we are unable to respond and adapt to rapid changes in technology and
emerging laws and regulations relating to such technology.
Our competitors may outpace and outspend us in incorporating new technologies, including artificial
intelligence, into their new product innovation, marketing and engagement with consumers and into their manufacturing,
distribution and cost savings initiatives, which could have a material adverse effect on our business, consolidated
financial condition, results of operations or liquidity. Our efforts to utilize new technological advancements may not be
successful, may result in substantial integration and maintenance costs, and may expose us to additional legal and
operational risks. If we incorporate artificial intelligence into our business, the content, analyses, or recommendations
generated by artificial intelligence, if deficient, inaccurate, or biased, could adversely impact our business, consolidated
financial condition, results of operations or liquidity, as well as our reputation. Moreover, ethical concerns associated
with artificial intelligence or other new technologies could lead to brand damage, competitive disadvantages or legal
repercussions. In addition, the rapid evolution and increased adoption of new technologies, including artificial
intelligence, and our obligations to comply with emerging laws and regulations may require us to develop additional
increase our compliance costs and require us to adopt technology-specific governance programs. Any problems with our
implementation or use of technological advancements, including artificial intelligence, could negatively impact our
business, consolidated financial condition, results of operations or liquidity.
We may be unable to maintain our profitability in the face of a consolidating retail environment.
Our largest customer, Walmart, accounted for approximately 30.3% of our fiscal 2024 net sales, and our ten
largest customers together accounted for approximately 62.7% of our fiscal 2024 net sales. As retail customers, such as
supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue 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, oils and spices and seasonings, meat, poultry,
ingredients, packaging materials and other raw materials from growers, commodity processors, other food companies
and packaging manufacturers. Commodities, ingredients, packaging materials and other raw 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
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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 several years, our cost
saving measures and sales price increases have not been sufficient to fully offset increases to our raw material,
ingredient, packaging and distribution costs. Moreover, during fiscal 2025 and possibly beyond, we expect to face
continued industry-wide cost inflation for various inputs, including commodities, ingredients, packaging materials, other
raw materials, transportation and labor. To the extent we are unable to offset present and future cost increases, our
operating results could be materially and adversely affected.
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.
We may have difficulties integrating acquisitions or identifying new acquisitions.
A major part of our strategy is to grow through acquisitions 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, enterprise
resource planning (ERP) systems, 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 have substantial indebtedness, which could restrict our ability to pay dividends and impact our financing options
and liquidity position.
At December 28, 2024, we had total long-term indebtedness of $2,044.3 million (before debt
discount/premium), including $1,494.3 million principal amount of senior secured indebtedness and $550.0 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 indentures governing
our senior secured notes and senior notes (which we refer to as the senior secured notes indenture and the senior notes
indenture, respectively) 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:
•
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
•
we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive
pressures.
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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:
•
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 secured notes indenture and/or our senior
notes indenture. Certain events of default under our credit agreement, our senior secured notes indenture 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, our senior secured notes indenture 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 and fund our working capital needs, capital expenditures and any future acquisitions, 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 working capital needs,
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.
Our ability to continue to fund our working capital needs and capital expenditures and 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.
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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 $550.0 million of 5.25% senior notes due 2027 mature on September 15, 2027, our $799.3 million of
8.00% senior secured notes due 2028 mature on September 15, 2028, our $475.0 million revolving credit facility matures
on December 16, 2028, and our $450.0 million of tranche B term loans mature on October 10, 2029. 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:
•
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. See Item 1, “Business—
Production—Co-Packing Arrangements.” 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.
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.
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Pandemics or disease outbreaks may disrupt our business, including among other things, our supply chain, our
manufacturing operations and customer and consumer demand for our products, and could have a material adverse
impact on our business.
The spread of pandemics or disease outbreaks may disrupt our third-party business partners’ ability to meet
their obligations to us, which may negatively affect our operations. These third parties include those who supply our
ingredients, packaging, and other necessary operating materials, contract manufacturers who supply certain finished
goods, distributors, and logistics and transportation providers. In addition, we rely on customers to be able to receive
shipments and stock store shelves. If a significant percentage of our workforce or the workforce of our third-party
business partners or customers is unable to work, including because of illness or travel or government restrictions in
connection with a pandemic or disease outbreak, our operations may be negatively impacted. In addition, a significant
increase in demand for food and other consumer packaged goods products as a result of pandemics or disease outbreaks
may limit the availability of ingredients, packaging and other raw materials necessary to produce our products, and our
operations may be negatively impacted. Conversely, pandemics or disease outbreaks could result in a widespread health
crisis that could adversely affect economies and financial markets, consumer spending and confidence levels resulting in
an economic downturn that could affect customer and consumer demand for our products.
Our efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts
depends on factors beyond our control, including the duration and severity of any pandemic or disease outbreak, as well
as third-party actions taken to contain its spread and mitigate public health effects.
The ultimate impact of any pandemic or disease outbreak on our business will depend on many factors,
including, among others, the duration of social distancing and stay-at-home and work-from-home mandates, policies and
recommendations and whether, and the extent to which, additional waves or variants of any such pandemic or disease
outbreak affects the United States and the rest of North America, our ability and the ability of our suppliers to continue to
operate our and their manufacturing facilities and maintain the supply chain without material disruption and procure
ingredients, packaging and other raw materials when needed despite any disruptions in the supply chain or labor
shortages, our customers’ ability to adequately staff their distribution centers and stores, and the extent to which
macroeconomic conditions resulting from any such pandemic or disease outbreak and the pace of the subsequent
recovery may impact consumer eating and shopping habits.
Severe weather conditions, natural disasters and other natural events can affect raw material supplies and reduce our
operating results.
Severe weather conditions, natural disasters and other natural events, such as floods, droughts, frosts,
earthquakes, pestilence or health pandemics 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. Pandemics or disease
outbreaks may cause significant disruptions to our supply chain and operations, including disruptions in our ability to
purchase raw materials, and delays in the manufacture and shipment of our products. Competing manufacturers can be
affected differently by weather conditions, natural disasters and other natural events depending on the location of their
supplies. If our supplies of raw materials are delayed or 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
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is enacted and is more aggressive than the sustainability measures that we are currently undertaking to monitor our
emissions, improve our energy and resource efficiency and report such efforts, we may experience significant increases
in manufacturing and distribution and administrative costs. In particular, increasing regulation of fuel emissions and
packaging recycling could substantially increase the supply chain, distribution and administrative costs associated with
our products. As a result, climate change or increased concern over climate change could negatively affect our business
and operations.
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 twelve 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 SEC, 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, undeclared allergens, 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
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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 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 or the Mexican peso would significantly increase
our future costs relating to the production of maple syrup or frozen vegetable 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. In addition, we operate a frozen vegetable manufacturing facility in Irapuato,
Mexico. A weakening of the U.S. dollar in relation to the Mexican peso would significantly increase our costs relating to
the production of frozen vegetable products to the extent we have not purchased Mexican pesos or otherwise entered into
hedging arrangements in advance of the weakening of the U.S. dollar.
Our net sales to Canada are subject to foreign currency fluctuations.
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. With respect to our foreign sales,
our principal exposure is to the Canadian dollar because our foreign sales are primarily to customers in Canada. Net sales
in Canada accounted for approximately 7.5%, 7.1% and 6.4% of our total net sales in fiscal 2024, 2023 and 2022,
respectively. 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 business, consolidated financial
condition, results of operations or liquidity. From time to time, we may enter into agreements that are intended to reduce
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the effects of our exposure to currency fluctuations, but these agreements may not be effective in significantly reducing
our exposure.
Our operations in, and sales to customers in, foreign countries are subject to political and economic risk.
Our relationships with foreign customers, 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 and to which we sell 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, our financial condition and results of operations could be materially and adversely affected by the
United States-Mexico-Canada Agreement, or other regulatory and economic impact of changes in taxation and trade
relations among the United States and other countries. For example, on February 1, 2025, the new U.S. presidential
administration announced the imposition of tariffs of up to 25% on imports from Canada and Mexico and 10% on
imports from China, and those countries subsequently announced retaliatory tariffs in response. Although the imposition
of such tariffs was temporarily paused in the case of Canada and Mexico, the situation is dynamic, rapidly evolving and
uncertain. The U.S. has since reinstated full 25% tariffs on steel imports and increased tariffs on aluminum imports to
25%. If allowed to become or remain effective, these or any new or increased tariffs or resultant trade wars could lead to
significant increases in the costs of finished goods and raw materials, including finished goods produced at our
Green Giant frozen vegetable manufacturing facility in Irapuato, Mexico, certain raw material vegetables we procure in
Mexico for production in the United States, and the cost of steel cans and lids used for certain of our products, which
could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity.
Although most of the Green Giant vegetable products that we sell to customers in Canada are grown and produced in
Canada, any retaliatory tariffs imposed by Canada or any “buy Canadian” campaigns in response to U.S. tariffs could
have an adverse impact on our sales to customers in Canada for any of our products that are not produced in Canada. In
addition, if allowed to become or remain effective, these or any new or increased tariffs could also negatively affect U.S
national or regional economies or lead to increased inflation or a recession, which also could have a material adverse
effect on our business, consolidated financial position, results of operation or liquidity.
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
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.
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.
We maintain four company-sponsored defined benefit pension plans that cover approximately 21.3% 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 interest 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
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more detailed description of these plans, see Part II, 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 report.
An obligation to make additional, unanticipated contributions to our defined benefit plans 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 28, 2024, approximately 51.2% of our 2,784 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
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.
One of our collective bargaining agreements expires in the next twelve months. The collective bargaining
agreement covering our Ankeny, Iowa facility, which covers approximately 321 employees, is scheduled to expire on
April 6, 2025.
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 Ankeny 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 Ankeny 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, issues with or errors in
systems’ maintenance or security, migration of applications to the cloud, power outages, hardware or software failures,
computer viruses, malware, attacks by computer hackers or other cybersecurity risks, telecommunication failures, denial
of service, user errors, natural disasters, terrorist attacks or other catastrophic events.
Cyberattacks and other cyber incidents are occurring more frequently in the United States, are constantly
evolving in nature, are becoming more sophisticated and are being made by groups and individuals (including criminal
hackers, hacktivists, state-sponsored institutions, terrorist organizations and individuals or groups participating in
organized crime) with a wide range of expertise and motives (including monetization of corporate, payment or other
internal or personal data, theft of trade secrets and intellectual property for competitive advantage and leverage for
political, social, economic and environmental reasons). Such cyberattacks and cyber incidents can take many forms
including cyber extortion, denial of service, social engineering, such as impersonation attempts to fraudulently induce
employees or others to disclose information or unwittingly provide access to systems or data, introduction of viruses or
malware, such as ransomware through phishing emails, website defacement or theft of passwords and other credentials.
We may incur significant costs in protecting against or remediating cyberattacks or other cyber incidents.
If any of our significant information technology systems suffer severe damage, disruption or shutdown, whether
due to natural disaster, cyberattacks or otherwise, and our disaster recovery and business continuity plans, or those of our
third-party providers, do not effectively respond to or resolve the issues in a timely manner, our product sales, financial
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condition and results of operations may be materially and adversely affected, and we could experience delays in
reporting our financial results, loss of intellectual property and damage to our reputation or brands. Cyberattacks, such as
ransomware attacks, if successful, could interfere with our ability to access and use systems and records that are
necessary to operate our business. Such attacks could materially adversely affect our reputation, relationships with
customers, and operations and could require us to expend significant resources to resolve such issues.
We and third-parties with which we have shared personal information have been subject to attempts to breach
the security of networks, IT infrastructure, and controls through cyberattack, malware, computer viruses, social
engineering attacks, ransomware attacks, and other means of unauthorized access. For example, in February 2023, we
experienced a cyberbreach resulting from a global ransomware attack that impacted thousands of network servers around
the world and which encrypted certain of our network servers. In this case, our internal IT department together with
third-party cybersecurity incidence response teams that we keep on retainer were able to unencrypt and restore most of
the affected servers and restore others from backups within a few days and with minimal disruption to our manufacturing
operations, sales, order processing, distribution and other business operations, and without paying any ransom. We
cannot assure you, however, that we will be able to restore our systems so quickly and with minimal disruption to our
business operations in response to a future cyberattack.
In addition, if we are unable to prevent physical and electronic break‑ins, cyberattacks 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 February 2023 ransomware attack described above resulted in the unauthorized
release of sensitive personal information of certain of our current and former employees that has required remediation
expenditures by our company and could adversely affect our reputation and increase the costs we already incur to protect
against these risks. The mishandling or inappropriate disclosure of non‑public sensitive or protected information could
also 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.
Failure to Comply with Data Privacy and Data Breach Laws May Subject Our Company to Fines, Administrative
Actions and Reputational Harm.
We are subject to data privacy and data breach laws in the states and countries in which we do business, and as
we expand into other states and countries, we may be subject to additional data privacy laws and regulations. In many
states, state data privacy laws (such as the California Consumer Privacy Act), including application and interpretation,
are rapidly evolving. The rapidly evolving nature of state and federal privacy laws, including potential inconsistencies
between such laws and uncertainty as to their application, adds additional compliance costs and increases our risk of
non-compliance. While we attempt to comply with such laws, we may not be in compliance at all times in all respects.
Failure to comply with such laws may subject us to fines, administrative actions, and reputational harm.
If we are unable to hire or retain key management personnel, and a highly skilled and diverse workforce or effectively
manage changes in our workforce or respond to shifts in labor availability, our growth and future success may be
impaired and our results of operations could suffer as a result.
We must hire, retain and develop effective leaders and a highly skilled and diverse workforce at our corporate
offices, manufacturing facilities and other work locations. We compete to hire new personnel with the variety of skills
needed to manufacture, sell and distribute our products. Unplanned or increased turnover of employees with key
capabilities, failure to attract and develop personnel with key capabilities, including emerging capabilities such as
e-commerce and digital marketing skills, or failure to develop adequate succession plans for leadership positions or to
hire and retain a workforce with the skills and in the locations we need to operate and grow our business could deplete
our institutional knowledge base and erode our competitiveness. Our success depends to a significant degree upon the
continued contributions of senior management and other highly skilled employees, certain of whom would be difficult to
replace.
The labor market has become increasingly tight and competitive and we may face sudden and unforeseen
challenges in the availability of labor, whether due to competition, natural disasters, weather conditions, pandemics or
other factors. A sustained labor shortage or increased turnover rates within our workforce caused by any of these factors
or related policies and mandates, or as a result of general macroeconomic factors, could lead to production or shipping
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delays, increased costs, including increased wages to attract and retain employees and increased overtime to meet
demand. Similarly, we have in the past and may in the future be negatively impacted by labor shortages or increased
labor costs experienced by our third-party business partners, including our external manufacturing partners, third-party
logistics providers and customers. Our ability to recruit and retain a highly skilled and diverse workforce at our corporate
offices, manufacturing facilities and other work locations could also be materially impacted if we fail to adequately
respond to rapidly changing employee expectations regarding fair compensation, an inclusive and diverse workplace,
flexible working or other matters.
If we fail to recruit and retain senior management and a highly skilled and diverse workforce, our growth and
future success may be impaired and our results of operations may be materially and adversely effected.
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 secured notes indenture, 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 and have a material adverse effect on our business,
consolidated financial condition, results of operations and liquidity.
We are able to amortize goodwill and certain intangible assets in accordance with Section 197 of the Internal
Revenue Code of 1986. We expect to be able to amortize for tax purposes approximately $767.0 million between 2025
and 2038. The expected annual deductions are approximately $116.4 million for fiscal 2025, approximately $112.4 for
fiscal 2026, approximately $92.8 million for fiscal 2027, approximately $91.3 million for fiscal 2028, approximately
$90.7 million for fiscal 2029, approximately $84.6 million for fiscal 2030, approximately $51.9 million for fiscal 2031,
approximately $34.7 million for fiscal 2032, approximately $33.7 million for fiscal 2033, approximately $30.3 million
for fiscal 2034, approximately $26.7 million for fiscal 2035, approximately $1.0 million for fiscal 2036, approximately
$0.5 million for fiscal 2037 and approximately $0.1 million for fiscal 2038.
We also take material annual deductions for net interest expense due to our substantial indebtedness. However,
the U.S. Tax Cuts and Jobs Act, signed into law on December 22, 2017, limits the deduction for net interest expense
(including the treatment of depreciation and other deductions in arriving at adjusted taxable income) incurred by a
corporate taxpayer to 30% of the taxpayer’s adjusted taxable income.
If we are unable to fully utilize our interest expense deductions in future periods, our cash taxes will increase.
Beginning with fiscal 2022, our adjusted taxable income as computed for purposes of the interest expense deduction
limitation is computed after any deduction allowable for depreciation and amortization. As a result, our adjusted taxable
income (used to compute the limitation) decreased and we were subject to the interest expense deduction limitation in
fiscal 2024, 2023 and 2022, resulting in an increase to taxable income of $110.8 million, $107.7 million and $90.2
million, respectively. We expect to continue to be subject to the interest deduction limitation in future years. We have
recorded a deferred tax asset of $72.7 million and $46.9 million for fiscal 2024 and fiscal 2023, respectively, related to
the interest deduction carryover, without a valuation allowance, as the disallowed interest may be carried forward
indefinitely. The increase in our cash taxes resulting from the interest expense deduction limitation was approximately
$19.5 million, $25.0 million and $20.6 million for fiscal 2024, 2023 and 2022, respectively. There are various factors
that may cause tax assumptions to change in the future, and we may have to record a valuation allowance against these
deferred tax assets. See Note 10, “Income Taxes,” to our consolidated financial statements in Part II, Item 8 of this
report.
If there is a change in U.S. federal tax law or, in the case of the interest deduction, a change in our net interest
expense relative to our adjusted taxable income that eliminates, limits or reduces our ability to amortize and deduct
goodwill and certain intangible assets or 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
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our future cash and impact our ability to make interest and dividend payments and have a material adverse effect on our
business, consolidated financial condition, results of operations and liquidity.
Likewise, the ultimate impact of the U.S. Tax Cuts and Jobs Act on our reported results in fiscal 2025 and
beyond may differ from the estimates provided in this report, possibly materially, due to guidance that may be issued and
other actions we may take as a result of this tax law different from that currently contemplated. See Note 10,
“Income Taxes,” to our consolidated financial statements in Part II, Item 8 of this report for information about the U.S.
Tax Cuts and Jobs Act.
Other changes in tax laws in the United States or in other countries where we have significant operations,
including rate changes or corporate tax provisions that could disallow or tax perceived base erosion or profit shifting
payments or subject us to new types of tax, could have a material adverse effect on our effective tax rate and our deferred
tax assets and liabilities. In addition, aspects of U.S. tax laws may lead foreign jurisdictions to respond by enacting
additional tax legislation that is unfavorable to us. For example, numerous countries have now enacted the Organization
of Economic Cooperation and Development’s model rules on a global minimum tax of 15%, with the earliest effective
date being for taxable years beginning as early as 2024 and with widespread implementation of a global minimum tax
expected by 2025. In addition, in December 2024, the IRS published final regulations (Treasury Decision 10016) under
Section 987 of the Internal Revenue Code of 1986. The final regulations are effective December 10, 2024 and are
generally applicable to tax years beginning after December 31, 2024. The final regulations provide guidance on
determining income and currency gain or loss for a qualified business unit for purposes of Section 987. We have begun
to evaluate how the final regulations and the applicable transition rules will impact taxation relating to our primary
operating subsidiary in Canada, which is a qualified business unit for purposes of Section 987. This increasingly
complex global tax environment has existed in the past and could continue to increase tax uncertainty, resulting in higher
compliance costs. Based on the guidance available thus far, we do not expect this legislation to have a material impact on
our consolidated financial statements, but we will continue to evaluate it as additional guidance and clarification
becomes available.
We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are
reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities,
including interest and penalties. Unexpected results from one or more such tax audits could significantly adversely affect
our effective rate and increase our cash taxes payable, which could significantly reduce our future cash and impact our
ability to make interest and dividend payments and have a material adverse effect on our business, consolidated financial
condition, results of operations and liquidity.
A change in the assumptions used to value our goodwill or our indefinite-lived intangible assets could negatively
affect our consolidated results of operations and net worth.
Our total assets include substantial goodwill and indefinite-lived intangible assets (trademarks). These assets
are tested for impairment through qualitative and quantitative assessments at least annually and whenever events or
circumstances occur indicating that goodwill or indefinite-lived intangible assets might be impaired. We test our
goodwill and indefinite-lived intangible assets by comparing the fair values with the carrying values and recognize a loss
for the difference. Estimating our fair value for these purposes requires significant estimates and assumptions by
management, including future cash flows consistent with management’s expectations, annual sales growth rates, and
certain assumptions underlying a discount rate based on available market data. Significant management judgment is
necessary to estimate the impact of competitive operating, macroeconomic and other factors to estimate the future levels
of sales and cash flows.
During each of fiscal 2024, 2023 and 2022, we recorded material non-cash impairment charges to goodwill and
indefinite-lived intangible trademark assets. If future revenues and contributions to our operating results for any of our
brands or operating segments, including recently impaired and 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 or changes in discount rates, even if due to
macroeconomic factors, could put pressure on the carrying value of our goodwill or the goodwill of any of our operating
segments. A determination that all or a portion of our goodwill or indefinite-lived 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. For a further discussion of our annual impairment testing of goodwill and indefinite-
lived intangible assets (trademarks) and the material non-cash impairment charges to goodwill and indefinite-lived
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intangible trademark assets that we recorded in fiscal 2024, 2023 and 2022, see Note 2(g), “Summary of Significant
Accounting Policies—Goodwill and Other Intangible Assets” to our consolidated financial statements in Part II, Item 8
of this report.
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, senior secured notes indenture
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, senior secured notes indenture 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 of 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.
Item 1C. Cybersecurity.
Cybersecurity Risk Management and Strategy. Our enterprise risk management framework considers
cybersecurity risk alongside other company risks as part of our overall risk assessment process. As part of our enterprise
risk management, we maintain a comprehensive information technology, data governance and cybersecurity program
that leverages people, processes and technology, to support the effectiveness of our information technology systems and
identify, prevent and mitigate information technology and data security risks. Our cybersecurity program is aligned to the
National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF). Our cybersecurity team utilizes
a variety of tools, processes and outside resources to continue to raise and maintain its maturity across the elements of
NIST CSF.
Our cybersecurity program also addresses cybersecurity risks associated with our use of third-party service
providers. We use systems and processes that are designed to assess, identify and reduce the potential impact of a
cybersecurity incident at any of our third-party service providers. We assess information security controls of certain of
our third-party service providers as part of our third-party information technology risk due diligence, and we conduct
third-party vulnerability analysis.
We have an information security policy, which is supported by a security awareness program. We also have an
information security training and compliance program in place. Our information technology (IT) department has engaged
a third party to provide regular cybersecurity awareness training to our employees. We also have business continuity
plans and incident response plans in place to prepare us to act quickly in the event of cyber incidents. We test our
business continuity plans and incident response procedures at least annually.
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Cybersecurity Governance. Our chief information officer, who leads our IT department, oversees our
cybersecurity program. Our chief information officer has twenty-nine years of IT experience. Our chief information
officer reports to our chief financial officer. As part of our company’s risk management function, our chief information
officer provides periodic updates about our cybersecurity risk profile to our executive leadership team. We have an
incident response program that provides for the prompt escalation of certain cybersecurity incidents to certain members
of management, including our chief financial officer and our general counsel, so that decisions regarding disclosure and
reporting of such incidents can be made in a timely manner.
Our chief information officer meets at least annually with the risk committee of our board of directors and/or
the full board of directors to provide them with updates on IT matters, including cybersecurity. At least two members of
our Board of Directors have IT and cybersecurity experience or expertise, including the chairs of our audit committee
and risk committee. While our board of directors is ultimately responsible for risk oversight at our company, the risk
committee of our board of directors assists the board in fulfilling its oversight responsibilities by reviewing risks in
certain areas, including cybersecurity.
Cybersecurity Threats and Incidents. To date, there have not been any cybersecurity threats or incidents that
have materially affected, or are reasonably likely to materially affect, our company, including our business strategy,
results of operations or financial condition. However, we and third-parties with which we have shared personal
information have been subject to attempts to breach the security of networks, IT infrastructure, and controls through
cyberattack, malware, computer viruses, social engineering attacks, ransomware attacks, and other means of
unauthorized access.
For example, in February 2023, we experienced a cyberbreach resulting from a global ransomware attack that
impacted thousands of network servers around the world and which encrypted certain of our network servers. In this
case, our internal IT department together with third-party cybersecurity incidence response teams that we keep on
retainer were able to unencrypt and restore most of the affected servers and restore others from backups within a few
days and with minimal disruption to our manufacturing operations, sales, order processing, distribution and other
business operations, and without paying any ransom. We incurred costs relating to the cyberattack, including costs to
unencrypt and restore our servers, scan our network to ensure there was no remaining malware or other problematic
remnants of the attack and to enhance our cybersecurity defenses.
The February 2023 ransomware attack also resulted in the unauthorized release of sensitive personal
information of certain of our current and former employees that has required remediation expenditures by our company,
including, without limitation, expenditures to scan the leaked files to identify the specific individuals impacted and the
scope of the sensitive personal information, and expenditures to notify and provide free credit monitoring to our
employees and certain former employees and other individuals.
Despite our ongoing efforts to continuously improve our ability to prevent and minimize the impact of future
cyber incidents, we cannot assure you that we or any third party with whom we do business will not be the subject of
future threats or incidents. While the February 2023 cyberattack and our remediation efforts did not have, and other
cyberattacks experienced by third parties with whom we do business have not had, a material adverse impact on our
consolidated financial position, results of operations or liquidity, we cannot assure you that in response to a future
cyberattack we or any third party with whom we do business will be able to restore our respective systems so quickly
and with minimal disruption to our or their business operations and without our incurring material costs or loss of net
sales. In addition, the mishandling or inappropriate disclosure of non‑public sensitive or protected information could also
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.
Please refer to the risk factor captioned “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” included in Part I, Item 1A, “Risk Factors,” of this report, for further information about
cybersecurity risks and potential related impacts on our company.
- 31 -
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 twelve active manufacturing
facilities, seven are owned, three are leased and two consist of multiple buildings, some of which are owned and some of
which are leased. Management believes that our manufacturing facilities, together with our current and available contract
manufacturers, have sufficient capacity to accommodate our planned growth. Listed below are our manufacturing
facilities and the principal warehouses, distribution centers and offices by business unit that we own or lease.
Facility Location
Business Unit
Owned/Leased
Description
Parsippany, New Jersey . . . . . . . . . . . . . . . . . . All Business Units
Leased
Corporate Headquarters
Mississauga, Ontario . . . . . . . . . . . . . . . . . . . . . All Business Units
Leased
Canadian Headquarters
Ankeny, Iowa . . . . . . . . . . . . . . . . . . . . . . . . . . . Spices & Flavor Solutions Owned
Manufacturing/Warehouse
Hurlock, Maryland . . . . . . . . . . . . . . . . . . . . . . Meals; Specialty
Owned
Manufacturing/Warehouse
Irapuato, Mexico . . . . . . . . . . . . . . . . . . . . . . . . Frozen & Vegetables
Owned
Manufacturing/Warehouse
St. Johnsbury, Vermont . . . . . . . . . . . . . . . . . . . Meals
Owned
Manufacturing/Warehouse
Stoughton, Wisconsin . . . . . . . . . . . . . . . . . . . . Meals
Owned
Manufacturing/Warehouse
Williamstown, New Jersey . . . . . . . . . . . . . . . . Specialty
Owned
Manufacturing/Warehouse
Yadkinville, North Carolina . . . . . . . . . . . . . . . Meals; Specialty
Owned
Manufacturing/Warehouse
Brooklyn, New York . . . . . . . . . . . . . . . . . . . . . Meals
Leased
Manufacturing/Warehouse
Roseland, New Jersey . . . . . . . . . . . . . . . . . . . . Specialty
Leased
Manufacturing/Warehouse
Yuma, Arizona . . . . . . . . . . . . . . . . . . . . . . . . . . Frozen & Vegetables
Leased
Manufacturing/Warehouse
Cincinnati, Ohio . . . . . . . . . . . . . . . . . . . . . . . . Specialty
Owned/Leased Manufacturing/Warehouse
Terre Haute, Indiana . . . . . . . . . . . . . . . . . . . . . Specialty
Owned/Leased Manufacturing/Warehouse
Easton, Pennsylvania . . . . . . . . . . . . . . . . . . . . . All Business Units
Leased
Distribution Center
Fontana, California . . . . . . . . . . . . . . . . . . . . . . All Business Units
Leased
Distribution Center
Romeoville, Illinois . . . . . . . . . . . . . . . . . . . . . . All Business Units
Leased
Distribution Center
Union City, Georgia . . . . . . . . . . . . . . . . . . . . . All Business Units
Leased
Distribution Center
St. Evariste, Québec . . . . . . . . . . . . . . . . . . . . . Meals
Owned
Storage Facility
Bentonville, Arkansas . . . . . . . . . . . . . . . . . . . . All Business Units
Leased
Sales Office
Item 3. Legal Proceedings.
The information set forth under the heading “Legal Proceedings” in Note 14 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.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
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. According to the records of our transfer agent, we had 468 holders of record of our
common stock as of February 20, 2025, 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.
- 32 -
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 28, 2019 to December 28, 2024, assuming the investment of $100 on
December 28, 2019 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
12/28/2019 * 1/2/2021 1/1/2022 12/31/2022 12/30/2023 12/28/2024
B&G Foods, Inc. (NYSE: BGS) . . . . . . . . . . . . . $ 100.00 164.98
194.09
76.47
76.69
55.04
Russell 2000 Index . . . . . . . . . . . . . . . . . . . . . . . $ 100.00 119.96
137.74
109.59
128.14
142.93
S&P Packaged Foods & Meats Index . . . . . . . . $ 100.00 104.53
118.20
129.29
119.53
113.40
*
$100 invested on December 28, 2019 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 and 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.
$0
$50
$100
$150
$200
$250
12/28/19
1/2/21
1/1/22
12/31/22
12/30/23
12/28/24
B&G Foods Inc
Russell 2000
S&P 500 Packaged Foods & Meats
- 33 -
For fiscal 2024 and fiscal 2023, we had cash flows from operating activities of $130.9 million and
$247.8 million, respectively, and distributed $60.0 million and $56.0 million as dividends, respectively. Based on our
current intended dividend rate of $0.76 per share per annum and our current number of shares outstanding, we expect our
aggregate dividend payments in 2025 to be approximately $60.6 million.
The following table sets forth the dividends per share we have declared in each of the quarterly periods of 2024
and 2023:
Fiscal 2024 Fiscal 2023
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.190 $ 0.190
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.190 $ 0.190
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.190 $ 0.190
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.190 $ 0.190
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 2024 and fiscal 2023, 100.0% of distributions paid on common stock were treated as a return of
capital and 0.0% were 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 fund capital expenditure or working capital needs, reduce leverage or ensure
compliance with our maximum consolidated leverage ratio under our credit agreement, or 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 secured notes indenture and senior notes indenture restrict our ability to declare and pay
dividends on our common stock as follows:
•
under our senior secured notes indenture, we may use up to $600 million plus 100% of our excess cash (as
defined below) for the period (taken as one accounting period) from and including July 1, 2023 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 senior secured notes 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;
•
under our senior notes indenture, 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 senior notes 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
•
we may not pay any dividends on any dividend payment date if a default or event of default under our
senior secured notes indenture or senior notes indenture has occurred or is continuing.
- 34 -
Excess cash is defined in our senior secured notes indenture, senior notes indenture and under the terms of our
credit agreement. Excess cash is calculated as “consolidated cash flow,” as defined in the indentures and under the terms
of our credit agreement (which, in each case, allows for certain adjustments and which is generally equivalent to the term
adjusted EBITDA before share-based compensation), minus the sum of cash tax expense, cash interest expense, certain
capital expenditures, excess tax benefit from issuance of performance share long-term incentive award (LTIA) shares,
certain repayment of indebtedness and the cash portion of restructuring charges.
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:
•
a “consolidated interest coverage ratio” (defined as the ratio on a pro forma basis of our adjusted EBITDA
before share-based compensation 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 1.00; and
•
a “consolidated leverage ratio” (defined as the ratio on a pro forma basis of our consolidated net debt, as of
the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA before share-based
compensation for such period) of not more than 7.00 to 1.00.
Recent Sales of Unregistered Equity Securities
We did not issue any unregistered equity securities in fiscal 2024.
Issuer Purchases of Equity Securities
Not applicable.
Item 6. [Reserved]
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 Part I,
Item 1A, “Risk Factors,” under the heading “Forward-Looking Statements” before Part I of this report 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 acquisition-driven growth. Our goal is to continue
to increase sales, profitability and cash flows through strategic acquisitions, new product development and organic
growth. 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 50 brands or businesses into our company.
On May 5, 2022, we acquired the frozen vegetable manufacturing operations of Growers Express, LLC. We refer to this
acquisition in this report as the “Yuma acquisition.” This acquisition has been accounted for using the acquisition
method of accounting and, accordingly, the assets acquired, liabilities assumed and results of operations of the acquired
business are included in our consolidated financial statements from the date of acquisition. This acquisition and the
application of the acquisition method of accounting affect comparability between periods.
- 35 -
More recently, in an attempt to sharpen focus, improve margins and reduce our long-term debt, we have begun
reshaping our portfolio through select divestitures. For example, on January 3, 2023, we completed the sale of the
Back to Nature business to a subsidiary of Barilla America, Inc. We refer to this divestiture in this report as the
“Back to Nature sale” or “Back to Nature divestiture.” On November 8, 2023, we completed the sale of the Green Giant
U.S. shelf-stable product line to Seneca Foods Corporation. We refer to this divestiture in this report as the “Green Giant
U.S. shelf-stable divestiture.” These divestitures affect comparability between periods. We have also decided to place
our frozen and remaining shelf-stable vegetable businesses under strategic review and we are evaluating a possible
divestiture of some or all of the assets in our Frozen & Vegetables business unit, either in a single transaction or in a
series of transactions.
We are subject to a number of challenges that may adversely affect our businesses. These challenges, which are
discussed above before Part I of this report under the heading “Forward-Looking Statements” and in Part I, Item 1A,
“Risk Factors” include:
Fluctuations in Commodity Prices and Production and Distribution Costs. We purchase raw materials,
including agricultural products, oils, 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,
including climate and weather conditions, supply chain disruptions (including raw material shortages), labor shortages,
wars and pandemics. 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.
We experienced material net cost increases for raw materials during the last several years due to a number of
factors. Raw material costs remained elevated in fiscal 2023 and fiscal 2024 and we anticipate that certain raw material
costs will remain elevated during fiscal 2025. We are currently locked into our supply and prices for a majority of our
most significant raw material commodities into or through the second or third quarter of 2025.
In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution,
primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through list price
increases, trade spend reductions and cost savings initiatives. Although freight rates began to decline in 2023, freight
rates remained elevated during fiscal 2024 and we expect freight rates to remain elevated during fiscal 2025.
We plan to continue managing inflation risk by entering into short-term supply contracts and advance
commodities purchase agreements from time to time, and, when necessary, by raising prices. However, 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 decline, customers may look for price reductions in situations where we have locked into purchases at
higher costs. During the past several years, our cost saving measures and sales price increases have not been sufficient to
fully offset increases to our raw material, ingredient and packaging and distribution costs.
Consolidation in the Retail Trade and Consequent Inventory Reductions. As customers, such as supermarkets,
discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and 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 and Channel Shifts. Consumers in the market categories in which we compete
frequently change their taste preferences, dietary habits and product packaging preferences. In addition, the rapid growth
of some channels and changing consumer preferences for these channels, in particular in e-commerce, may impact our
current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying
behavior of consumers or disrupt our retail customer relationships. As a result of changing consumer preferences for
products and channels, we may need to increase or reallocate spending on existing and new distribution channels and
technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand
- 36 -
significance. These expenditures may not be successful, including those related to our e-commerce and other technology-
focused efforts, and might not result in trade and consumer acceptance of our efforts. If we are unable to effectively and
timely adapt to changes in consumer preferences and channel shifts, our products may lose market share or we may face
significant price erosion, and our business, consolidated financial condition, results of operations or liquidity could be
materially and adversely affected.
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.
Trade and Regulatory Uncertainty. On February 1, 2025, the new U.S. presidential administration announced
the imposition of tariffs of up to 25% on imports from Canada and Mexico and 10% on imports from China, and those
countries subsequently announced retaliatory tariffs in response. Although the imposition of such tariffs was temporarily
paused in the case of Canada and Mexico, the situation is dynamic, rapidly evolving and uncertain. The U.S. has since
reinstated full 25% tariffs on steel imports and increased tariffs on aluminum imports to 25%. If allowed to become or
remain effective, these or any new or increased tariffs or resultant trade wars could lead to significant increases in the
costs of finished goods and raw materials, including finished goods produced at our Green Giant frozen vegetable
manufacturing facility in Irapuato, Mexico, certain raw material vegetables we procure in Mexico for production in the
United States, and the cost of steel cans and lids used for certain of our products, which could have a material adverse
effect on our business, consolidated financial position, results of operation or liquidity. Although most of the
Green Giant vegetable products that we sell to customers in Canada are grown and produced in Canada, any retaliatory
tariffs imposed by Canada or any “buy Canadian” campaigns in response to U.S. tariffs could have an adverse impact on
our sales to customers in Canada for any of our products that are not produced in Canada. In addition, if allowed to
become or remain effective, these or any new or increased tariffs could also negatively affect U.S national or regional
economies or lead to increased inflation or a recession, which also could have a material adverse effect on our business,
consolidated financial position, results of operation or liquidity.
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 2024 and fiscal 2023, our net sales to customers in Canada represented
approximately 7.5% and 7.1%, 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 against the Canadian dollar
would significantly increase our 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 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, with one exception being certain
purchases of raw materials in Mexico that are denominated in Mexican pesos. In addition, we operate a frozen vegetable
manufacturing facility in Irapuato, Mexico and as a result are exposed to fluctuations in the Mexican peso. A weakening
of the U.S. dollar in relation to the Mexican peso would significantly increase our costs relating to the purchase of raw
materials and the production of frozen vegetable products to the extent we have not purchased Mexican pesos or
otherwise entered into hedging arrangements in advance of the weakening of the U.S. dollar. 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. For example, our results of operations from our
Green Giant frozen operations in Mexico were negatively impacted during fiscal 2023 and fiscal 2024 as a result of the
Mexican peso appreciating against the U.S. dollar, and may continue to be negatively impacted during fiscal 2025.
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 generally accepted accounting principles in the
United States (GAAP) requires our management to make a number of estimates and assumptions relating to the reporting
- 37 -
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 revenue recognition as it relates to trade and consumer
promotion expenses; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other
intangible assets, property, plant and equipment, and deferred tax assets; and the determination of the useful life of
customer relationship and finite-lived trademark intangible assets. Actual results could differ significantly from these
estimates and assumptions.
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.
Segment Reporting
During the first quarter of 2024, we reorganized our reporting structure, leading to a change of our operating
and reportable segments. This change stemmed from our recent formation and the evolution of our four business units,
which are: Specialty, Meals, Frozen & Vegetables, and Spices & Flavor Solutions. Previously, we had operated under a
single operating and reportable segment. See Note 17, “Business Segment Information,” to our consolidated financial
statements in Part II, Item 8 of this report for more information about our four business segments.
Revenue Recognition and 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.
The core principle of authoritative guidance from the Financial Accounting Standards Board (FASB) related to
the recognition of revenue from contracts with customers is that an entity should recognize revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be
entitled to in exchange for the goods or services.
Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and intangible assets 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 indefinite-lived intangible assets (trademarks). Goodwill and
indefinite-lived intangible assets are not amortized. As a result, these assets are tested for impairment through qualitative
and quantitative assessments at least annually and whenever events or circumstances occur indicating that goodwill or
indefinite-lived intangible assets might be impaired. We perform the annual impairment tests as of the last day of each
fiscal year. We test our goodwill and indefinite-lived intangible assets by comparing the fair values with the carrying
values and recognize a loss for the difference.
The annual goodwill impairment testing is performed by estimating the fair value of each of our four reporting
units based on discounted cash flows that reflect certain third-party market value indicators. We estimate the fair value of
the indefinite-lived intangible assets primarily using the discounted cash flows method. We also consider other
market-based valuation approaches, including market multiples and observable market indicators, to corroborate the
results of our discounted cash flow analysis and further support fair value conclusions. These valuation methods reflect
certain third-party market value indicators.
- 38 -
Calculating the fair values of goodwill and indefinite-lived intangible assets for these purposes requires
significant estimates and assumptions by management, including future cash flows consistent with management’s
expectations, annual sales growth rates, and certain assumptions underlying a discount rate based on available market
data. Significant management judgment is necessary to estimate the impact of competitive operating, macroeconomic
and other factors to estimate the future levels of sales and cash flows.
As of December 28, 2024, we had $548.2 million of goodwill and $1,117.4 million of indefinite-lived
intangible assets recorded in our consolidated balance sheet. Following material impairments we recorded to goodwill
and indefinite-lived intangible trademark assets in fiscal 2024, 2023 and 2022, none of our indefinite-lived intangible
assets had a book value in excess of their calculated fair values and the percentage excess of the aggregate calculated fair
value over the aggregate book value was approximately 308.9%. However, materially different assumptions regarding
the future performance of our businesses or discount rates could result in significant additional impairment losses. For
example, if future revenues and contributions to our operating results for any of our brands or operating segments,
including recently impaired brands and 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 or changes in discount rates, even if due to macroeconomic factors, could
put pressure on the carrying value of our goodwill or the goodwill of any of our operating segments. A determination
that all or a portion of our goodwill or indefinite-lived 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.
The table below sets forth the book value as of December 28, 2024 of the indefinite-lived trademarks for each
of our brands whose net sales equaled or exceeded 3% of our fiscal 2024 or fiscal 2023 net sales and for “all other
brands” in the aggregate (in thousands):
December 28, 2024
Brand:
Crisco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
320,407
Dash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
189,000
Spices & Seasonings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65,200
Ortega . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,339
Green Giant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,660
Cream of Wheat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,000
Clabber Girl(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,600
Maple Grove Farms of Vermont . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,627
All other brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
420,534
Total indefinite-lived trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,117,367
(1) The spices & seasonings acquisition was completed on November 21, 2016. Includes trademark values for multiple brands
acquired as part of the acquisition.
(2) The Clabber Girl acquisition was completed on May 15, 2019. Includes trademark values for multiple brands acquired as part of
the acquisition.
All assumptions used in our impairment evaluations for goodwill and indefinite-lived intangible assets, such as
forecasted growth rates and discount rate, are based on the best available market information and are consistent with our
internal forecasts and operating plans. We believe these assumptions to be reasonable, but they are inherently uncertain.
These assumptions could be adversely impacted by certain of the risks described in Part I, Item 1A, “Risk Factors,” of
this report.
For a further discussion of our annual impairment testing of goodwill and indefinite-lived intangible assets
(trademarks) and the material non-cash impairment charges to goodwill and indefinite-lived intangible trademark assets
that we recorded in fiscal 2024, 2023 and 2022, see Note 2(g), “Summary of Significant Accounting Policies—
Goodwill and Other Intangible Assets” and Note 6, “Goodwill and Other Intangible Assets” to our consolidated financial
statements in Part II, Item 8 of this report.
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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, state and
international 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, state and international 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 if it is more likely than not that such tax position will be
sustained based upon its technical merits.
See “U.S. Tax Act” below for a discussion of the U.S. Tax Cuts and Jobs Act of 2017, which we refer to as the
“U.S. Tax Act,” and the impact it has had, and may have, on our business and financial results.
Pension Expense
We maintain four company-sponsored defined benefit pension plans covering approximately 21.3% of our
employees. Our funding policy for company-sponsored defined benefit pension plans 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, employee-related demographic factors,
such as turnover, retirement age and mortality, and the rate of salary increases. Certain assumptions reflect our historical
experience and management’s best judgment regarding future expectations. Due to the significant management judgment
involved, our assumptions could have a material impact on the measurement of our pension expenses and obligations.
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. We made contributions to our company-sponsored pension plans of
$2.5 million in each of fiscal 2024 and fiscal 2023. 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 2025 and beyond.
Our discount rate assumption for our four company-sponsored defined benefit plans changed from 4.75% -
4.81% at December 30, 2023 to 5.41% - 5.50% at December 28, 2024. As a sensitivity measure, a 0.25% decrease or
increase in our discount rate would increase or decrease our pension expense by approximately $0.3 million or $0.6
million, respectively. Similarly, a 0.25% decrease or increase in the expected return on pension plan assets would
increase or decrease our pension expense by approximately $0.4 million. During fiscal 2025 we expect to make
contributions of approximately $2.5 million to our four company-sponsored defined benefit pension plans.
Our withdrawal in 2021 from a multi-employer pension plan relating to a former manufacturing facility requires
us to make withdrawal liability payments to the plan of approximately $0.9 million per year for 20 years, which
commenced on March 1, 2022. The remaining estimated present value of that liability of $12.3 million is recorded on our
consolidated balance sheet as of December 28, 2024.
For a more detailed description about our pension expense, the company-sponsored pension plans to which we
contribute, and the multi-employer pension plan withdrawal liability, see Note 12, “Pension Benefits,” to our
consolidated financial statements in Part II, Item 8 of this report.
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
- 40 -
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.
U.S. Tax Act
The Tax Cuts and Jobs Act of 2017, which we refer to as the “U.S. Tax Act,” limits the deduction for net
interest expense (including the treatment of depreciation and other deductions in arriving at adjusted taxable income)
incurred by a corporate taxpayer to 30% of the taxpayer’s adjusted taxable income. Beginning with fiscal 2022, our
adjusted taxable income as computed for purposes of the interest expense deduction limitation is computed after any
deduction allowable for depreciation and amortization. As a result, our adjusted taxable income (used to compute the
limitation) decreased and we were subject to the interest expense deduction limitation in fiscal 2024 and fiscal 2023,
resulting in an increase to taxable income of $110.8 million and $107.7 million, respectively. We expect to continue to
be subject to the interest deduction limitation in future years. We have recorded a deferred tax asset of $72.7 million and
$46.9 million for fiscal 2024 and fiscal 2023, respectively, related to the interest deduction carryover, without a valuation
allowance, as the disallowed interest may be carried forward indefinitely. The increase in our cash taxes resulting from
the interest expense deduction limitation was approximately $19.5 million and $25.0 million for fiscal 2024 and fiscal
2023, respectively. We expect to continue to be unable to fully utilize interest expense deductions in fiscal 2025 and
future periods, which will negatively impact our cash taxes. In addition, there are various factors that may cause tax
assumptions to change in the future, and we may have to record a valuation allowance against these deferred tax assets.
See “—Liquidity and Capital Resources—Cash Flows–Cash Income Tax Payments” and Note 10, “Income Taxes,” to
our consolidated financial statements in Part II, Item 8 of this report.
The U.S. Treasury issued several regulations supplementing the U.S. Tax Act in 2018, including detailed
guidance clarifying the calculation of the mandatory tax on previously unrepatriated earnings, application of the existing
foreign tax credit rules to newly created categories and expanding details for application of the base erosion tax on
affiliate payments. These regulations are to be applied retroactively and did not materially impact our fiscal 2024 or
fiscal 2023 tax rates. See Note 10, “Income Taxes,” to our consolidated financial statements in Part II, Item 8 of this
report.
- 41 -
Results of Operations
The following table sets forth the percentages of net sales represented by selected items for fiscal 2024 and
fiscal 2023 reflected in our consolidated statements of operations. The comparisons of financial results are not
necessarily indicative of future results:
Fiscal 2024
Fiscal 2023
Statement of Operations Data:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0 %
100.0 %
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78.2 %
77.9 %
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.8 %
22.1 %
Operating expenses:
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.7 %
9.5 %
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.0 %
0.9 %
Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.7 %
— %
Loss on sales of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— %
6.8 %
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.6 %
1.0 %
Operating (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9.2)%
3.9 %
Other expenses (income):
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.1 %
7.4 %
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.2)%
(0.2)%
Loss before income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17.1)%
(3.3)%
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4.1)%
(0.1)%
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13.0)%
(3.2)%
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, including marketing development funds.
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, severance, acquisition/divestiture-related and non-recurring expenses
and other general corporate expenses.
Amortization Expense. Amortization expense includes the amortization expense associated with customer
relationships, finite-lived trademarks and other intangible assets.
Impairment of Goodwill. Impairment of goodwill includes pre-tax, non-cash impairment charges to goodwill.
Impairment of Intangible Assets. Impairment of intangible assets represents a reduction of the carrying value of
intangible assets to fair value when the carrying value of the assets is no longer recoverable.
Net Interest Expense. Net interest expense includes interest relating to our outstanding indebtedness,
amortization of bond discount/premium and amortization of deferred debt financing costs (net of interest income).
Other Income. Other income includes the non-service portion of net periodic pension cost and net periodic
post-retirement benefit costs.
- 42 -
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 GAAP in our consolidated balance
sheets and related consolidated statements of operations, comprehensive income (loss), 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 net sales of
acquisitions until the net sales from such acquisitions are included in both comparable periods and (2) net sales of
discontinued or divested 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 or divested brands, the entire amount of net sales is excluded from each fiscal period
being compared. We have included this financial measure because our management believes 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 or divested brands.
A reconciliation of net sales to base business net sales for fiscal 2024 and 2023 follows (in thousands):
Fiscal 2024
Fiscal 2023
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,932,454 $ 2,062,313
Net sales from discontinued or divested brands(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
106
(64,333)
Base business net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,932,560 $ 1,997,980
(1) For fiscal 2023, reflects net sales of the Green Giant U.S. shelf -stable product line, which was divested on November 8, 2023,
partially offset by a net credit paid to customers relating to discontinued brands. For fiscal 2024, reflects a net credit paid to
customers relating to discontinued and divested brands.
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 (loss) before net interest expense,
income taxes, and depreciation and amortization. We define adjusted EBITDA as EBITDA adjusted for cash and non-
cash acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses,
integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up, and gains
and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale;
impairment of intangible assets; and non-recurring expenses, gains and losses.
Management believes that it is useful to eliminate these items 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, our senior secured notes indenture and our senior notes indenture contain ratios based on these
measures. As a result, reports used by internal management 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 (loss), 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 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 certain costs and expenses
and gains and losses described above. Because not all companies use identical calculations, this presentation of EBITDA
- 43 -
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.
Reconciliations of net loss and net cash provided by operating activities to EBITDA and adjusted EBITDA for
fiscal 2024 and fiscal 2023 along with the components of EBITDA and adjusted EBITDA follows (in thousands):
Fiscal 2024
Fiscal 2023
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (251,251)
$ (66,198)
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(79,258)
(935)
Interest expense, net(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157,447
151,333
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,614
69,620
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (104,448)
153,820
Acquisition/divestiture-related and non-recurring expenses(2) . . . . . . . . . . . . . . . . . . . . . . . .
8,938
5,877
Impairment of goodwill(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,580
—
Loss on sales of assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
137,798
Impairment of property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
—
Impairment of intangible assets(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320,000
20,500
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 295,413
$ 317,995
Fiscal 2024
Fiscal 2023
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 130,914
$ 247,759
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(79,258)
(935)
Interest expense, net(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157,447
151,333
Impairment of goodwill(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(70,580)
—
(Loss) gain on extinguishment of debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,126)
911
Loss on sales of assets and impairment of property, plant and equipment(4) . . . . . . . . . . . . .
(558)
(138,523)
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99,107
26,395
Amortization of deferred debt financing costs and bond discount/premium . . . . . . . . . . . .
(5,928)
(7,510)
Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,664)
(7,191)
Changes in assets and liabilities, net of effects of business combinations . . . . . . . . . . . . . .
(4,802)
(97,919)
Impairment of intangible assets(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (320,000)
(20,500)
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (104,448)
153,820
Acquisition/divestiture-related and non-recurring expenses(2) . . . . . . . . . . . . . . . . . . . . . . . .
8,938
5,877
Impairment of goodwill(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,580
—
Loss on sales of assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
137,798
Impairment of property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
—
Impairment of intangible assets(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320,000
20,500
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 295,413
$ 317,995
Adjusted Net Income and Adjusted Diluted Earnings Per Share. Adjusted net income and adjusted diluted
earnings per share are non-GAAP financial measures used by management to measure operating performance. We define
adjusted net income and adjusted diluted earnings per share as net income (loss) and diluted earnings (loss) per share
adjusted for certain items that affect comparability. These non-GAAP financial measures reflect adjustments to net
income (loss) and diluted earnings (loss) per share to eliminate the items identified in the reconciliation below. This
information is provided in order to allow investors to make meaningful comparisons of our operating performance
between periods and to view our business from the same perspective as our management. Because we cannot predict the
timing and amount of these items, management does not consider these items when evaluating our company’s
performance or when making decisions regarding allocation of resources.
- 44 -
A reconciliation of net loss to adjusted net income and adjusted diluted earnings per share for fiscal 2024 and
fiscal 2023, along with the components of adjusted net income and adjusted diluted earnings per share, follows
(in thousands):
Fiscal 2024
Fiscal 2023
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (251,251) $
(66,198)
Loss (gain) on extinguishment of debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,126
(911)
Debt financing costs(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,140
—
Acquisition/divestiture-related and non-recurring expenses(2) . . . . . . . . . . . . . . . . . . . . . . . .
8,938
5,877
Impairment of goodwill(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,580
—
Loss on sales of assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
137,798
Accelerated amortization of deferred debt financing costs(7) . . . . . . . . . . . . . . . . . . . . . . . . .
456
—
Impairment of intangible assets(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320,000
20,500
Impairment of property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
—
Tax adjustment related to Back to Nature divestiture(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
14,736
Tax true-ups(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,282
—
Tax effects of non-GAAP adjustments(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(98,876)
(37,925)
Adjusted net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
55,738 $
73,877
Adjusted diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.70 $
0.99
(1) Net interest expense for fiscal 2024 includes a loss on extinguishment of debt of $2.1 million (or $1.6 million, net of tax),
$1.3 million of which relates to the refinancing of tranche B term loans and $0.6 million of which relates to the refinancing of
revolving credit loans during the third quarter of 2024, and $0.2 million of which relates to the redemption in full of our then
remaining outstanding 5.25% senior notes due 2025 during the fourth quarter of 2024.
Net interest expense for fiscal 2023 was reduced by $0.9 million (or $0.7 million, net of tax) as a result of a net gain on
extinguishment of debt related to our 5.25% senior notes due 2025. During fiscal 2023, we repurchased $79.2 million aggregate
principal amount of our 5.25% senior notes due 2025 in the open market at discounted repurchase prices and recorded a gain of
$1.9 million, net of the accelerated amortization of deferred debt financing costs of $0.3 million. In addition, in October 2023, we
redeemed $555.4 million aggregate principal amount of our 5.25% senior notes due 2025 at par and recorded a loss resulting
from the accelerated amortization of deferred debt financing costs of $1.0 million.
(2) Acquisition/divestiture-related and non-recurring expenses primarily include acquisition, integration and divestiture related
expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.
(3) In connection with our transition from one reportable segment to four reportable segments during the first quarter of 2024, we
reassigned assets and liabilities, including goodwill, between four reporting units (which are the same as our reportable
segments). We completed a goodwill impairment test, both prior to and subsequent to the change in reporting structure,
comparing the fair values of the reporting units to the carrying values. The goodwill impairment test resulted in us recognizing
pre-tax, non-cash goodwill impairment charges of $70.6 million (or $53.4 million, net of tax) within our Frozen & Vegetables
reporting unit during the first quarter of 2024. See Note 6, “Goodwill and Other Intangible Assets,” and Note 17,
“Business Segment Information,” to our consolidated financial statements in Part II, Item 8 of this report.
(4) In connection with the divestiture of our Green Giant U.S. shelf-stable product line during the fourth quarter of 2023, we
recorded a loss on sale of $137.7 million (or $104.0 million, net of tax) during fiscal 2023 and an additional $0.1 million during
the first quarter of fiscal 2024.
On the first business day of fiscal 2023, we completed the Back to Nature divestiture and we recorded a loss on the sale of
$0.1 million.
(5) During the fourth quarter of 2024, we recorded pre-tax, non-cash impairment charges of $320.0 million (or $241.6 million, net of
tax) related to intangible trademark assets for the Green Giant, Victoria, Static Guard and McCann’s brands.
During the fourth quarter of 2023, we recorded pre-tax, non-cash impairment charges of $20.5 million (or $15.5 million, net of
tax) related to intangible trademark assets for the Baker’s Joy, Molly McButter, Sugar Twin, and New York Flatbreads brands.
We partially impaired the Baker’s Joy and Sugar Twin brands, and we fully impaired the Molly McButter and
New York Flatbreads brands.
(6) Debt financing costs for fiscal 2024 reflects the portion of debt financing costs incurred in connection with the refinancing of our
senior secured credit facility that is included in net interest expense for fiscal 2024. Of the $1.1 million (or $0.9 million, net of
tax) included in net interest expense for fiscal 2024, $0.7 million relates to the refinancing of revolving credit loans and
$0.4 million relates to the refinancing of tranche B term loans.
- 45 -
(7) Net interest expense for fiscal 2024 includes the accelerated amortization of deferred debt financing costs of $0.5 million (or
$0.3 million, net of tax), resulting from our prepayment of $21.3 million aggregate principal amount of tranche B term loans and
repurchase of $0.7 million aggregate principal amount of 8.00% senior secured notes due 2028 during the second quarter of 2024.
(8) As a result of the Back to Nature divestiture, we incurred a capital loss for tax purposes, for which we recorded a deferred tax
asset during the first quarter of 2023. A valuation allowance has been recorded against this deferred tax asset, which negatively
impacted our first quarter of 2023 income taxes by $14.7 million, or $0.21 per share.
(9) Tax true-up for fiscal 2024 relates to return to provision adjustments in the U.S., Mexico and Canada.
(10) Represents the tax effects of the non-GAAP adjustments listed above, assuming a tax rate of 24.5%.
Segment Adjusted EBITDA and Segment Adjusted Expenses. For a discussion of segment adjusted EBITDA,
segment adjusted expenses and a reconciliation of segment adjusted EBITDA to net loss, see Note 17,
“Business Segment Information,” to our consolidated financial statements in Part II, Item 8 of this report.
Adjusted Gross Profit and Adjusted Gross Profit Percentage. Adjusted gross profit and adjusted gross profit
percentage are non-GAAP financial measures used by management to measure operating performance. We define
adjusted gross profit as gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses
included in cost of goods sold and adjusted gross profit percentage as gross profit percentage (i.e., gross profit as a
percentage of net sales) adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost
of goods sold. These non-GAAP financial measures reflect adjustments to gross profit and gross profit percentage to
eliminate the items identified in the reconciliation below. This information is provided in order to allow investors to
make meaningful comparisons of our operating performance between periods and to view our business from the same
perspective as our management. Because we cannot predict the timing and amount of these items, management does not
consider these items when evaluating our performance or when making decisions regarding allocation of resources.
A reconciliation of gross profit to adjusted gross profit and gross profit percentage to adjusted gross profit
percentage for fiscal 2024 and 2023 follows (in thousands, except percentages):
Fiscal Year Ended
Fiscal 2024
Fiscal 2023
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
421,950 $
455,521
Acquisition/divestiture-related expenses and non-recurring expenses
included in cost of goods sold(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,979
2,921
Adjusted gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
427,929 $
458,442
Gross profit percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.8%
22.1%
Acquisition/divestiture-related expenses and non-recurring expenses
included in cost of goods sold as a percentage of net sales . . . . . . . . . . . . . . . . . . . . . . . . . .
0.3%
0.1%
Adjusted gross profit percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22.1%
22.2%
(1) Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold primarily include acquisition,
integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring
expenses.
Fiscal 2024 Compared to Fiscal 2023
Net Sales. Net sales for fiscal 2024 decreased $129.8 million, or 6.3%, to $1,932.5 million from
$2,062.3 million for fiscal 2023. The decrease was primarily attributable to a decrease in base business net sales and the
Green Giant U.S. shelf-stable divestiture. Net sales of the Green Giant U.S. shelf-stable product line, which we divested
on November 8, 2023, were $64.4 million in fiscal 2023.
Base business net sales for fiscal 2024 decreased $65.4 million, or 3.3%, to $1,932.6 million from
$1,998.0 million for fiscal 2023. The decrease in base business net sales was driven by a decrease in unit volume of
$51.1 million, or 2.6%, a decrease in net pricing and the impact of product mix of $13.4 million, or 0.7% of base
business net sales, and the negative impact of foreign currency of $0.9 million.
Gross Profit. Gross profit was $422.0 million for fiscal 2024, or 21.8% of net sales. Adjusted gross profit,
which excludes the negative impact of $6.0 million of acquisition/divestiture-related expenses and non-recurring
expenses included in cost of goods sold during fiscal 2024, was $427.9 million, or 22.1% of net sales. Gross profit was
$455.5 million for fiscal 2023, or 22.1% of net sales. Adjusted gross profit, which excludes the negative impact of
- 46 -
$2.9 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during
fiscal 2023, was $458.4 million, or 22.2% of net sales.
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased
$7.9 million, or 4.1%, to $188.1 million for fiscal 2024 from $196.0 million for fiscal 2023. The decrease was composed
of decreases in consumer marketing expenses of $4.7 million, selling expenses of $3.9 million and warehousing
expenses of $2.3 million, partially offset by increases in general and administrative expenses of $2.8 million and
acquisition/divestiture-related and non-recurring expenses of $0.2 million. Expressed as a percentage of net sales, selling,
general and administrative expenses increased by 0.2 percentage points to 9.7% for fiscal 2024, as compared to 9.5% for
fiscal 2023.
Amortization Expense. Amortization expense decreased $0.4 million to $20.4 million for fiscal 2024 from
$20.8 million for fiscal 2023.
Impairment of Goodwill. In connection with our transition from one reportable segment to four reportable
segments during the first quarter of 2024, we reassigned assets and liabilities, including goodwill, between four reporting
units (which are the same as our reportable segments) and completed a goodwill impairment test, both prior to and
subsequent to the change, comparing the fair values of the reporting units to the carrying values. The goodwill
impairment test resulted in us recognizing pre-tax, non-cash goodwill impairment charges of $70.6 million within our
Frozen & Vegetables reporting segment during the first quarter of 2024. See Note 6, “Goodwill and Other Intangible
Assets,” and Note 17, “Business Segment Information,” to our consolidated financial statements in Part II, Item 8 of this
report.
Loss on Sales of Assets. In connection with the divestiture of our Green Giant U.S. shelf-stable product line
during fiscal 2023, we recorded a loss on sale of $137.7 million during fiscal 2023 and an additional $0.1 million during
the first quarter of fiscal 2024.
During the first quarter of 2023, we completed the Back to Nature divestiture and we recorded a loss on the sale
of $0.1 million. See Note 3, “Acquisitions and Divestitures,” to our consolidated financial statements in Part II, Item 8 of
this report.
Impairment of Intangible Assets. During fiscal 2024, we recorded pre-tax, non-cash impairment charges of
$320.0 million related to intangible trademark assets for our Green Giant, Victoria, Static Guard and McCann’s brands.
The impairment charges were driven by our projections for reduced net sales and lower margins for the brands due to,
among other factors, ongoing challenges in the consumer packaged foods industry, particularly within the frozen and
shelf-stable vegetable categories, which have faced both declining consumer demand and cost pressures. Additionally,
unfavorable weather conditions in key growing regions where we source many of our products, along with the impact of
unfavorable foreign exchange rates, have led to significantly higher costs, further impacting brand valuations.
During fiscal 2023, we recorded pre-tax, non-cash impairment charges of $20.5 million related to intangible
trademark assets for our Baker’s Joy, Molly McButter, Sugar Twin and New York Flatbreads brands, due primarily to our
projections for reduced net sales and lower margins for the brands.
See Note 6, “Goodwill and Other Intangible Assets” to our consolidated financial statements for a more detailed
description of the impairment of intangible assets in fiscal 2024 and fiscal 2023.
Operating (Loss) Income. As a result of the foregoing, operating (loss) income decreased $257.7 million, or
320.4%, to an operating loss of $177.3 million for fiscal 2024 from an operating income of $80.4 million for fiscal 2023.
Operating (loss) income expressed as a percentage of net sales decreased to 9.2% in fiscal 2024 from 3.9% in fiscal
2023.
Net Interest Expense. Net interest expense increased $6.1 million, or 4.0%, to $157.4 million for fiscal 2024
from $151.3 million for fiscal 2023. The increase was primarily attributable to higher blended interest rates on our
long-term debt during fiscal 2024 compared to fiscal 2023, partially offset by a reduction in average long-term debt
outstanding during fiscal 2024 compared to fiscal 2023. Net interest expense during fiscal 2024 was negatively impacted
by a non-cash loss on extinguishment of debt of $2.1 million and debt refinancing costs of $1.1 million related to the
refinancing of our senior secured credit facility, and the accelerated amortization of deferred debt financing costs of $0.5
million resulting from the retirement of long-term debt during fiscal 2024. In addition, net interest expense for fiscal
2023 was reduced by $0.9 million as a result of a net gain on extinguishment of debt, net of the accelerated amortization
- 47 -
of deferred debt financing costs, related to our repurchase of a portion of our then outstanding 5.25% senior notes due
2025.
Other Income. Other income for fiscal 2024 and fiscal 2023 reflects the expected return on pension plan assets
and the amortization of unrecognized gain less the interest cost on the projected benefit obligation of $4.2 million and
$3.8 million, respectively.
Income Tax Benefit. Income tax benefit increased $78.4 million to $79.3 million for fiscal 2024 from
$0.9 million for fiscal 2023, and our effective tax rate increased from 1.4% to 24.0%. The increase in income tax benefit
and the increase in effective tax rate were primarily due to higher pre-tax loss, as described above, which created a
higher deferred tax future benefit compared to the prior year. See “U.S. Tax Act” above for a discussion of the impact of
the tax legislation on income tax benefit.
Fiscal 2023 Compared to Fiscal 2022
For a discussion of fiscal 2023 compared to fiscal 2022, please refer to our 2023 Annual Report on Form 10-K,
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, filed with the
SEC on February 28, 2024.
Business Segment Operating Results
Effective the first quarter of 2024, we operate in four business segments: Specialty, Meals,
Frozen & Vegetables, and Spices & Flavor Solutions. See Note 17, “Business Segment Information,” to our consolidated
financial statements in Part II, Item 8 of this report for a description of our business segments and for a reconciliation of
segment adjusted EBITDA to net loss.
Specialty Segment Results. Specialty segment results were as follows (dollars in thousands):
Fiscal Year
Fiscal Year
Ended
Ended
December 28, December 30,
December 30, December 31,
2024
2023
$ Change % Change
2023
2022
$ Change % Change
Specialty segment net sales . . . . . . . . . . . . . . . $
679,076 $
722,429 $ (43,353)
(6.0)% $
722,429 $
773,295 $ (50,866)
(6.6)%
Specialty segment adjusted expenses . . . . . . . .
508,939
552,016 (43,077)
(7.8)%
552,016
636,643 (84,627)
(13.3)%
Specialty segment adjusted EBITDA . . . . . . . . $
170,137 $
170,413 $
(276)
(0.2)% $
170,413 $
136,652 $ 33,761
24.7%
For fiscal 2024 compared to fiscal 2023, the decrease in Specialty segment net sales was primarily due to lower
Crisco pricing, driven by decreased commodity costs, coupled with modest declines in volumes across the Specialty
business unit in the aggregate. Specialty segment adjusted EBITDA was essentially flat primarily due to lower net sales,
mostly offset by decreased costs in certain raw materials and favorable product mix.
For fiscal 2023 compared to fiscal 2022, the decrease in Specialty segment net sales was primarily due to the
Back to Nature divestiture (which negatively impacted net sales versus the prior year period by $46.3 million) and a
decrease in volumes across the Specialty business unit in the aggregate, partially offset by an increase in net pricing and
product mix. The increase in Specialty segment adjusted EBITDA was primarily due to an increase in net pricing relative
to input costs as compared to fiscal 2022, the moderation of input cost inflation and lower transportation and
warehousing costs, partially offset by a decrease in net sales and the Back to Nature divestiture.
Meals Segment Results. Meals segment results were as follows (dollars in thousands):
Fiscal Year
Fiscal Year
Ended
Ended
December 28, December 30,
December 30, December 31,
2024
2023
$ Change % Change
2023
2022
$ Change % Change
Meals segment net sales . . . . . . . . . . . . . . . . . $
462,397 $
477,567 $ (15,170)
(3.2)% $
477,567 $
484,863 $
(7,296)
(1.5)%
Meals segment adjusted expenses . . . . . . . . . .
361,344
374,521
(13,177)
(3.5)%
374,521
388,235 (13,714)
(3.5)%
Meals segment adjusted EBITDA . . . . . . . . . . $
101,053 $
103,046 $
(1,993)
(1.9)% $
103,046 $
96,628 $
6,418
6.6%
For fiscal 2024 compared to fiscal 2023, the decrease in Meals segment net sales was primarily due to a
decrease in volumes across the Meals business unit in the aggregate, partially offset by an increase in net pricing and
product mix. The decrease in Meals segment adjusted EBITDA was primarily due to a decrease in net sales.
For fiscal 2023 compared to fiscal 2022, the decrease in Meals segment net sales was primarily due to a
decrease in volumes across the Meals business unit in the aggregate, partially offset by an increase in net pricing and
product mix. The increase in Meals segment adjusted EBITDA was primarily due to an increase in net pricing relative to
- 48 -
input costs as compared to fiscal 2022, the moderation of input cost inflation and lower transportation and warehousing
costs, partially offset by a decrease in net sales.
Frozen & Vegetables Segment Results. Frozen & Vegetables segment results were as follows (dollars in
thousands):
Fiscal Year
Fiscal Year
Ended
Ended
December 28, December 30,
December 30, December 31,
2024
2023
$ Change % Change
2023
2022
$ Change % Change
Frozen & Vegetables segment net sales . . . . . . . . . . . $
395,785 $
473,570 $ (77,785)
(16.4)% $
473,570 $
526,386 $ (52,816)
(10.0)%
Frozen & Vegetables segment adjusted expenses . . . . .
386,263
446,482 (60,219)
(13.5)%
446,482
480,054 (33,572)
(7.0)%
Frozen & Vegetables segment adjusted EBITDA . . . . . $
9,522 $
27,088 $ (17,566)
(64.8)% $
27,088 $
46,332 $ (19,244)
(41.5)%
For fiscal 2024 compared to fiscal 2023, the decrease in Frozen & Vegetables segment net sales was primarily
due to the Green Giant U.S. shelf-stable divestiture (which negatively impacted net sales versus the prior year period by
$64.5 million), a decrease in net pricing and a decline in volumes. The decrease in Frozen & Vegetables segment
adjusted EBITDA was primarily due to the negative impact of foreign currency on Green Giant raw material and
manufacturing costs, an increase in raw material costs, the Green Giant U.S. shelf-stable divestiture and a decrease in
net sales.
For fiscal 2023 compared to fiscal 2022, the decrease in Frozen & Vegetables segment net sales was primarily
due to the Green Giant U.S. shelf-stable divestiture (which negatively impacted net sales versus the prior year period by
$24.6 million) and a decrease in volumes across the Frozen & Vegetables business unit in the aggregate, partially offset
by an increase in net pricing and product mix. The decrease in Frozen & Vegetables segment adjusted EBITDA was
primarily due to the Green Giant U.S. shelf-stable divestiture and a decrease in net sales.
Spices & Flavor Solutions Segment Results. Spices & Flavor Solutions segment results were as follows
(dollars in thousands):
Fiscal Year
Fiscal Year
Ended
Ended
December 28, December 30,
December 30, December 31,
2024
2023
$ Change % Change
2023
2022
$ Change % Change
Spices & Flavor Solutions segment net sales . . . . . . . . . . . . . . . $
395,196 $
388,747 $ 6,449
1.7% $
388,747 $
378,456 $ 10,291
2.7%
Spices & Flavor Solutions segment adjusted expenses . . . . . . . .
284,348
276,502
7,846
2.8%
276,502
274,433
2,069
0.8%
Spices & Flavor Solutions segment adjusted EBITDA . . . . . . . . $
110,848 $
112,245 $ (1,397)
(1.2)% $
112,245 $
104,023 $ 8,222
7.9%
For fiscal 2024 compared to fiscal 2023, the increase in Spices & Flavor Solutions segment net sales was
primarily due to increased volumes across the Spices & Flavor Solutions business unit in the aggregate, partially offset
by lower net pricing and product mix. The decrease in Spices & Flavor Solutions segment adjusted EBITDA was
primarily due to increases in trade spending, the impact of product mix, and increases in raw material costs, partially
offset by an increase in net sales.
For fiscal 2023 compared to fiscal 2022, the increase in Spices & Flavor Solutions segment net sales was
primarily due to increased volumes across the Spices & Flavor Solutions business unit in the aggregate and an increase
in net pricing and product mix. The increase in Spices & Flavor Solutions segment adjusted EBITDA was primarily due
to an increase in volumes, an increase in pricing relative to input costs as compared to fiscal 2022, the moderation of
input cost inflation and lower transportation and warehousing costs.
Unallocated Corporate Items. Unallocated corporate expenses increased $1.3 million, or 1.4% in fiscal 2024 to
$96.1 million from $94.8 million for fiscal 2023. Unallocated corporate expenses increased $12.1 million, or 14.7% in
fiscal 2023 to $94.8 million from $82.7 million for fiscal 2022, primarily due to an increase in selling, general and
administrative expenses.
Liquidity and Capital Resources
Our primary liquidity requirements include debt service, capital expenditures and working capital needs. See
also, “Dividend Policy” 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. We do not have any off-balance sheet financing arrangements.
- 49 -
Cash Flows
Net Cash Provided by Operating Activities. Net cash provided by operating activities decreased $116.9 million
to $130.9 million for fiscal 2024 from $247.8 million for fiscal 2023. The decrease was largely due to a reduction in net
sales and unfavorable working capital comparisons in fiscal 2024 compared to fiscal 2023, primarily related to
inventories, trade accounts receivable, other assets, and accrued expenses and lease liabilities, partially offset by
favorable working capital comparisons related to other liabilities and prepaid expenses and other current assets.
Net Cash (Used in) Provided by Investing Activities. For fiscal 2024, net cash used in investing activities was
$27.7 million, primarily reflecting $27.3 million of capital expenditures. For fiscal 2023, net cash provided by investing
activities was $81.6 million, primarily reflecting the sales proceeds received from the Back to Nature and Green Giant
U.S. shelf-stable divestitures of $107.3 million, partially offset by $25.7 million of capital expenditures.
Net Cash Used in Financing Activities. Net cash used in financing activities decreased $240.7 million to $93.0
million for fiscal 2024 from $333.7 million for fiscal 2023.
For fiscal 2024, net cash used in financing activities primarily reflects redemptions and repurchases of 5.25%
senior notes due 2025 of $266.1 million, net prepayments of term loan borrowings of $78.6 million, dividend payments
of $60.0 million and debt refinancing costs of $12.6 million, partially offset by gross proceeds from the issuance of
additional 8.00% senior secured notes due 2028 of $250.0 million and a net increase in revolving loan borrowings of
$75.0 million.
For fiscal 2023, net cash used in financing activities primarily reflects redemptions and repurchases of 5.25%
senior notes due 2025 of $632.4 million, net prepayments of term loan borrowings of $143.0 million, net prepayments of
revolving loan borrowings of $112.5 million, dividend payments of $56.0 million and debt refinancing costs of $11.7
million, partially offset by gross proceeds from the issuance of 8.00% senior secured notes due 2028 of $550.0 million
and net proceeds from the issuance of common stock under our ATM equity offering program of $73.8 million.
Cash Income Tax Payments. We made net cash tax payments of approximately $21.2 million and $24.8 million
during fiscal 2024 and fiscal 2023, respectively. 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 2025 through 2038. See “U.S.
Tax Act” above for a discussion of the impact and expected impact of the U.S. Tax Act on our cash income tax
payments, including the impact the U.S. Tax Act had in fiscal 2024 and fiscal 2023 and is expected to have in fiscal 2025
and beyond on our interest expense deductions and our cash taxes. If there is a change in U.S. federal tax policy or, in the
case of the interest deduction, a change in our net interest expense relative to our adjusted taxable income that eliminates,
limits or reduces our ability to amortize and deduct goodwill and certain intangible assets or the interest deduction we
receive on our substantial indebtedness, or otherwise 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 and have a material adverse effect on our
business, consolidated financial condition, results of operations and liquidity.
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.
The impact of future acquisitions, whether financed with additional indebtedness or otherwise, may have a
material impact on our liquidity and capital resources.
- 50 -
Debt
See Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report for a
description of our senior secured credit agreement, including our revolving credit facility and tranche B term loans, our
5.25% senior notes due 2027 and our 8.00% senior secured notes due 2028.
Equity
See Note 11, “Capital Stock,” to our consolidated financial statements in Part II, Item 8 of this report.
Future Capital Needs
We are highly leveraged. On December 28, 2024, the aggregate principal amount of our long-term debt
(including current portion) of $2,044.3 million, net of our cash and cash equivalents of $50.6 million, was
$1,993.7 million. Stockholders’ equity as of that date was $524.8 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 $35.0 million to $40.0 million in the aggregate during
fiscal 2025. Our projected capital expenditures for fiscal 2025 primarily relate to asset sustainability projects,
cost savings initiatives, information technology systems (hardware and software), including cybersecurity, and
environmental compliance.
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
See “—General—Fluctuations in Commodity Prices and Production and Distribution Costs” above.
Contingencies
See Note 14, “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 –
Pending Adoption,” to our consolidated financial statements in Part II, Item 8 of this report.
Supplemental Financial Information about B&G Foods and Guarantor Subsidiaries
As further discussed in Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of
this report, our obligations under the 5.25% senior notes due 2027, and the 8.00% senior secured notes due 2028 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 section as the guarantor subsidiaries. Our foreign subsidiaries are not
guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 5.25% senior
notes due 2027, or the 8.00% senior secured notes due 2028. In this section, we refer to these foreign subsidiaries and
future foreign or partially owned domestic subsidiaries as the non-guarantor subsidiaries. See Note 7, “Long-Term Debt”
to our consolidated financial statements in Part II, Item 8 of this report.
- 51 -
The 5.25% senior notes due 2027 and the related subsidiary guarantees are our and the guarantor subsidiaries’
general unsecured obligations and are effectively junior in right of payment to all of our and the guarantor subsidiaries’
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 guarantor subsidiaries’ existing and future unsecured senior debt;
and are senior in right of payment to all of our and the guarantor subsidiaries’ future subordinated debt.
The 8.00% senior secured notes due 2028 are our senior secured obligations. The 8.00% senior secured notes
due 2028 have the same guarantors as our credit agreement. The 8.00% senior secured notes due 2028 and the related
guarantees are secured by, subject to permitted liens, first-priority security interests in certain collateral (which generally
includes most of our and our guarantors’ right or interest in or to property of any kind, except for our and our guarantors’
real property and certain intangible assets), which assets also secure (and will continue to secure) our credit agreement
on a pari passu basis. Pursuant to the terms of the applicable indenture, the related collateral agreement and an
intercreditor agreement, the 8.00% senior secured notes due 2028 and the guarantees rank (1) pari passu (equally and
ratably) in right of payment to all of our and the guarantors’ existing and future senior debt, including existing and future
senior debt under our existing or any future senior secured credit agreement (including the term loan borrowings under
our existing senior secured credit facility, any obligations under our existing revolving credit facility and all other
borrowings and obligations under our credit agreement), (2) effectively senior in right of payment to our and such
guarantors’ existing and future senior unsecured debt, including our 5.25% senior notes due 2027 to the extent of the
value of the collateral, (3) effectively junior to our and the guarantors’ future secured debt, secured by assets that do not
constitute collateral, to the extent of the value of the collateral securing such debt, (4) senior in right of payment to our
and such guarantors’ other existing and future subordinated debt and (5) structurally subordinated to all existing and
future indebtedness and other liabilities of our subsidiaries that do not guarantee the 8.00% senior secured notes due
2028.
Each guarantee contains a provision intended to limit the guarantor subsidiary’s liability to the maximum
amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer.
However, we cannot assure you that this provision will be effective to protect the subsidiary guarantees from being
voided under fraudulent transfer laws.
A guarantor subsidiary’s guarantee will be automatically released: (1) in connection with any sale or other
disposition of all or substantially all of the assets of that guarantor subsidiary (including by way of merger or
consolidation) to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a
“restricted subsidiary” of B&G Foods under the applicable indenture, if the sale or other disposition complies with the
asset sale provisions of the applicable indenture; (2) in connection with any sale or other disposition of all of the capital
stock of that guarantor subsidiary to a person or entity that is not (either before or after giving effect to such transaction)
B&G Foods or a “restricted subsidiary” of B&G Foods, if the sale or other disposition complies with the asset sale
provisions of the applicable indenture; (3) if B&G Foods designates any “restricted subsidiary” that is a guarantor
subsidiary to be an “unrestricted subsidiary” in accordance with the applicable provisions of the indenture; (4) upon legal
defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture; (5) if such guarantor
subsidiary no longer constitutes a domestic subsidiary; or (6) if it is determined in good faith by B&G Foods that a
liquidation, dissolution or merger out of existence of such guarantor subsidiary is in the best interests of B&G Foods and
is not materially disadvantageous to the holders of the senior notes or the senior secured notes, as applicable.
The following tables present summarized unaudited financial information on a combined basis for B&G Foods
and each of the guarantor subsidiaries described above after elimination of (1) intercompany transactions and balances
among B&G Foods and the guarantor subsidiaries and (2) investments in any subsidiary that is a non-guarantor (in
thousands):
December 28,
December 30,
2024
2023
Current assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
690,367
$
711,926
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,146,552
2,577,910
Current liabilities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
224,344
239,904
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,230,946
$
2,365,338
(1) Current assets includes amounts due from non-guarantor subsidiaries of $50.2 million and $53.6 million as of December 28, 2024
and December 30, 2023, respectively.
(2) Current liabilities includes amounts due to non-guarantor subsidiaries of $13.0 million and $6.6 million as of December 28, 2024
and December 30, 2023, respectively.
- 52 -
Fiscal 2024
Fiscal 2023
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,797,627
$
1,930,634
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
410,388
454,979
Operating (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(195,693)
79,610
Loss before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(348,969)
(67,941)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(263,903)
$
(64,102)
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 28, 2024, we had $1,349.3 million of fixed rate debt and
$695.0 million of variable rate debt.
Based upon our principal amount of long-term debt outstanding at December 28, 2024, a hypothetical 1.0%
increase or decrease in interest rates would have affected our annual interest expense by approximately $7.0 million.
For more information, see Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8
of this report.
The information in Note 8, “Fair Value Measurements,” to our consolidated financial statements in Part II, Item
8 of this report is incorporated herein by reference.
Foreign Currency Risk. The information under the heading “Fluctuations in Currency Exchange Rates” in Item
7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by
reference.
Market Fluctuation Risks Relating to our Defined Benefit Pension Plans. See Part II, 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.
- 53 -
Item 8. Financial Statements and Supplementary Data.
The consolidated balance sheets at December 28, 2024 and December 30, 2023 and the consolidated statements
of operations, comprehensive loss, changes in stockholders’ equity and cash flows for fiscal 2024, 2023 and 2022 and
related notes are set forth below.
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID 185) . . . . . . . . . . . . . . . . . . . .
54
Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023 . . . . . . . . . . . . . . . . . . .
57
Consolidated Statements of Operations for the fiscal years ended December 28, 2024,
December 30, 2023 and December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Consolidated Statements of Comprehensive Loss for the fiscal years ended December 28, 2024,
December 30, 2023 and December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended
December 28, 2024, December 30, 2023 and December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024,
December 30, 2023 and December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Schedule II—Schedule of Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
- 54 -
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
B&G Foods, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of B&G Foods, Inc. and subsidiaries (the Company) as
of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive loss,
changes in stockholders’ equity, and cash flows for each of the fiscal years ended December 28, 2024,
December 30, 2023 and December 31, 2022, and the related notes and the schedule of valuation and qualifying accounts
(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of December 28, 2024 and December 30, 2023, and the
results of its operations and its cash flows for each of the fiscal years ended December 28, 2024, December 30, 2023 and
December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 28, 2024, based
on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 25, 2025 expressed an unqualified opinion
on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated
financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate
to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they
relate.
Assessment of the carrying values of certain indefinite-lived intangible assets
As discussed in Notes 2 and 6 to the consolidated financial statements, the Company had $1,117.4 million of indefinite-
lived trademark assets as of December 28, 2024. The Company performs indefinite-lived intangible assets impairment
testing as of the last day of each fiscal year. The Company tests the indefinite-lived intangible assets by comparing the
fair value with the carrying value and recognizes a loss for the difference. The Company estimates the fair value of the
indefinite-lived intangible assets primarily using the discounted cash flows method. The Company also considers other
market-based valuation approaches, including market multiples and observable market indicators, to corroborate the
results of its discounted cash flow analysis and further support fair value conclusions. Based upon the analysis
performed, the Company recognized impairment charges on certain indefinite-lived intangible assets of $320.0 million
during the year ended December 28, 2024.
- 55 -
We identified the evaluation of the carrying value of certain indefinite-lived intangible assets as a critical audit matter.
Subjective auditor judgement was required to evaluate certain assumptions, including the forecasted sales growth rates,
terminal growth rate, margins and discount rate assumptions used in the discounted cash flows method and the market
indicators used in the market-based valuation approach to calculate the fair value of certain indefinite-lived intangible
assets. In addition, minor changes to these assumptions would have a significant effect on the Company’s assessment of
the carrying value of the indefinite-lived intangible assets.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the Company’s indefinite- lived intangible asset
impairment assessment process, including controls related to the determination of the fair value of the indefinite-lived
intangible assets, related forecasted sales growth rates, including terminal growth rate, margins, determination of the
discount rate, and consideration of the market indicators. We evaluated the Company’s forecasted sales growth rates and
margins by comparing them to historical actual results of the Company and other industry data, as applicable. In
addition, we compared the Company’s historical sales forecasts and margins to actual results. For certain trademark
assets under assessment, we compared observable market indicators to the fair value determined using the discounted
cash flows method. We involved valuation professionals with specialized skill and knowledge, who assisted in:
■ evaluating the Company’s terminal growth rate by comparing to publicly available industry market data and long-
term economic growth assumptions
■ evaluating the Company’s discount rate assumptions by comparing it to discount rates that were independently
developed using publicly available market data for comparable entities.
Assessment of fair values of the Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions reporting units
As discussed in Notes 2 and 6 to the consolidated financial statements, the Company reorganized its reporting structure
during the first quarter of 2024 from one reporting unit to four reporting units: Specialty, Meals, Frozen & Vegetables
and Spices & Flavor Solutions. The change in reporting structure required the Company to reassign assets and liabilities,
including goodwill, among the four reporting units and complete a goodwill impairment test, both prior to and
subsequent to the change, comparing the fair values of the reporting units to the carrying values. The Company estimated
the fair value of its reporting units using a discounted cash flow analysis that includes annual sales growth rate and
discount rate assumptions. As a result of this goodwill impairment test, the Company recognized goodwill impairment
charges of $70.6 million within its Frozen & Vegetables reporting unit.
We identified the evaluation of the fair values of the Company’s reporting units as a critical audit matter. Subjective
auditor judgment was required to evaluate the forecasted sales growth rates, terminal growth rate and discount rate
assumptions used to determine the reporting units’ fair values due to the significant estimation in the assumptions.
Specifically, minor changes to these assumptions would have a significant effect on the Company’s assessment of the
fair values of the reporting units.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the Company’s fair value determination of the
reporting units, including controls over the development of the assumptions described above. We evaluated the reporting
units’ forecasted sales growth rates by comparing them to historical actual results of the reporting units and in certain
instances, other industry data. We involved valuation professionals with specialized skill and knowledge, who assisted
in:
■ evaluating the reporting units’ terminal growth rate by comparing to publicly available industry market data and
long-term economic growth assumptions
■ evaluating the reporting units’ discount rate assumptions by comparing it to discount rates that were independently
developed using publicly available market data for comparable entities.
/s/ KPMG LLP
We have served as the Company’s auditor since 1996.
New York, New York
February 25, 2025
- 56 -
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
B&G Foods, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited B&G Foods, Inc. and subsidiaries' (the Company) internal control over financial reporting as of
December 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the
related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for
each of the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, and the related notes and
the schedule of valuation and qualifying accounts (collectively, the consolidated financial statements), and our report
dated February 25, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’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 the accompanying 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 are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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 of internal control over financial reporting 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ KPMG LLP
New York, New York
February 25, 2025
- 57 -
B&G FOODS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share data)
December 28, December 30,
2024
2023
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
50,583 $
41,094
Trade accounts receivable, less allowance for doubtful accounts and discounts of $3,529 and
$2,255 as of December 28, 2024 and December 30, 2023, respectively . . . . . . . . . . . . . . . . . . . . . . . . .
172,260
143,015
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
511,232
568,980
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,301
41,747
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,068
7,988
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
781,444
802,824
Property, plant and equipment, net of accumulated depreciation of $464,153 and $426,084 as of
December 28, 2024 and December 30, 2023, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
278,119
302,288
Operating lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,431
70,046
Finance lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
773
1,832
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
548,231
619,399
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,285,946 1,627,836
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34,788
23,484
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,320
15,581
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,994,052 $ 3,463,290
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 113,209 $ 123,778
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,960
83,217
Current portion of operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,963
16,939
Current portion of finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
726
1,070
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,625
22,000
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
344
475
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,038
14,939
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236,865
262,418
Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,014,823 2,023,088
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
168,027
267,053
Long-term operating lease liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,697
53,724
Long-term finance lease liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
726
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,833
20,818
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,469,245 2,627,827
Commitments and contingencies (Note 14)
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; 79,144,800 and
78,624,419 shares issued and outstanding as of December 28, 2024 and December 30, 2023,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
791
786
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
46,990
Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,743)
2,597
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
528,759
785,090
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
524,807
835,463
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,994,052 $ 3,463,290
See accompanying Notes to Consolidated Financial Statements.
- 58 -
B&G FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
Fiscal Year Ended
December 28,
December 30,
December 31,
2024
2023
2022
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,932,454 $
2,062,313 $
2,163,000
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,510,504
1,606,792
1,753,376
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
421,950
455,521
409,624
Operating expenses (income):
Selling, general and administrative expenses . . . . . . . . . . . .
188,068
196,044
190,411
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,444
20,760
21,250
Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,580
—
—
Loss (gain) on sales of assets . . . . . . . . . . . . . . . . . . . . . . . . .
135
137,798
(7,099)
Impairment of assets held for sale . . . . . . . . . . . . . . . . . . . . .
—
—
106,434
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . .
320,000
20,500
—
Operating (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(177,277)
80,419
98,628
Other expenses (income):
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157,447
151,333
124,915
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,215)
(3,781)
(7,380)
Loss before income tax benefit . . . . . . . . . . . . . . . . . . . . . .
(330,509)
(67,133)
(18,907)
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(79,258)
(935)
(7,537)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(251,251) $
(66,198) $
(11,370)
Weighted average shares outstanding:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79,012
74,267
70,468
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79,012
74,267
70,468
Loss per share:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(3.18) $
(0.89) $
(0.16)
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(3.18) $
(0.89) $
(0.16)
Cash dividends declared per share . . . . . . . . . . . . . . . . . . . . . . $
0.760 $
0.760 $
1.615
See accompanying Notes to Consolidated Financial Statements.
- 59 -
B&G FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(In thousands)
Fiscal Year Ended
December 28, December 30, December 31,
2024
2023
2022
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (251,251) $ (66,198) $ (11,370)
Other comprehensive (loss) income:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20,342)
10,083
(2,969)
Pension gain, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,002
1,863
11,789
Other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,340)
11,946
8,820
Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (258,591) $ (54,252) $
(2,550)
See accompanying Notes to Consolidated Financial Statements.
- 60 -
B&G FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share and per share data)
Accumulated
Additional
Other
Total
Common Stock
Paid-in
Comprehensive
Retained
Stockholders’
Shares
Amount
Capital
(Loss) Income Earnings
Equity
Balance at January 1, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,521,651 $
685 $
3,547 $
(18,169) $ 934,191 $ 920,254
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(2,969)
—
(2,969)
Change in pension benefit (net of $3,890 of income taxes) . . . . . . . . . . . . . . . . . . . .
—
—
—
11,789
—
11,789
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(11,370)
(11,370)
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
3,856
—
—
3,856
Issuance of common stock for share-based compensation . . . . . . . . . . . . . . . . . . . .
310,495
3
(3,707)
—
—
(3,704)
Cancellation of restricted stock for tax withholding upon vesting. . . . . . . . . . . . . . .
(15,903)
—
(392)
—
—
(392)
Cancellation of restricted stock upon forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,668)
—
—
—
—
—
Stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,227
—
60
—
—
60
Issuance of common stock in ATM offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,853,342
29
65,038
65,067
Dividends declared on common stock, $1.615 per share . . . . . . . . . . . . . . . . . . . . . .
—
—
(68,402)
—
(46,023) (114,425)
Balance at December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,668,144 $
717 $
— $
(9,349) $ 876,798 $ 868,166
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
10,083
—
10,083
Change in pension benefit (net of $617 of income taxes) . . . . . . . . . . . . . . . . . . . . .
—
—
—
1,863
—
1,863
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(66,198)
(66,198)
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
7,191
—
—
7,191
Issuance of common stock for share-based compensation . . . . . . . . . . . . . . . . . . . .
640,475
6
(1,667)
—
—
(1,661)
Cancellation of restricted stock for tax withholding upon vesting. . . . . . . . . . . . . . .
(14,448)
—
(217)
—
—
(217)
Cancellation of restricted stock upon forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,598)
—
—
—
—
Issuance of common stock in ATM offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,332,846
63
73,506
—
—
73,569
Dividends declared on common stock, $0.760 per share . . . . . . . . . . . . . . . . . . . . . .
—
—
(31,823)
—
(25,510)
(57,333)
Balance at December 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,624,419 $
786 $ 46,990 $
2,597 $ 785,090 $ 835,463
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(20,342)
—
(20,342)
Change in pension benefit (net of $4,334 of income taxes) . . . . . . . . . . . . . . . . . . . .
—
—
—
13,002
—
13,002
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
— (251,251) (251,251)
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
8,690
—
—
8,690
Issuance of common stock for share-based compensation . . . . . . . . . . . . . . . . . . . .
596,278
6
(6)
—
—
—
Cancellation of restricted stock for tax withholding upon vesting. . . . . . . . . . . . . . .
(54,668)
(1)
(614)
—
—
(615)
Cancellation of restricted stock upon forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21,229)
—
—
—
—
—
Dividends declared on common stock, $0.760 per share . . . . . . . . . . . . . . . . . . . . . .
—
—
(55,060)
—
(5,080)
(60,140)
Balance at December 28, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,144,800 $
791 $
— $
(4,743) $ 528,759 $ 524,807
See accompanying Notes to Consolidated Financial Statements.
- 61 -
B&G FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Fiscal Year Ended
December 28, December 30, December 31,
2024
2023
2022
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(251,251) $
(66,198) $
(11,370)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,614
69,620
80,528
Amortization of operating lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,387
18,761
16,908
Amortization of deferred debt financing costs and bond discount/premium . . . . . . . . . . . . . . . . . . . . . . . . .
5,928
7,510
4,723
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(99,107)
(26,395)
(26,897)
Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,580
—
—
Impairment of assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
106,434
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320,000
20,500
—
Loss (gain) on sales of assets and impairment of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . .
558
138,523
(7,086)
Loss (gain) on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,126
(911)
—
Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,664
7,191
3,917
Changes in assets and liabilities, net of effects of businesses acquired:
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(30,297)
7,325
(5,846)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43,247
89,909
(124,969)
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,338
(3,097)
(5,113)
Income tax receivable/payable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,511)
575
(5,952)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,715)
(4,348)
(5,418)
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9,168)
(8,272)
83
Accrued expenses and lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,824)
(5,606)
(20,283)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,345
2,672
6,304
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130,914
247,759
5,963
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(27,263)
(25,689)
(22,286)
Proceeds from sales of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(422)
107,282
10,430
Payments for acquisition of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(27,290)
Net cash (used in) provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(27,685)
81,593
(39,146)
Cash flows from financing activities:
Redemptions and repurchases of senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(266,077)
(632,426)
—
Proceeds from issuance of senior secured notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
250,000
550,000
—
Repayments of borrowings under term loan facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(528,625)
(143,000)
—
Borrowings under term loan facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
450,000
—
—
Repayments of borrowings under revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(365,000)
(552,500)
(302,500)
Borrowings under revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
440,000
440,000
420,000
Proceeds from issuance of common stock, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
73,826
65,233
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(60,041)
(56,011)
(133,355)
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
60
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation . . .
(615)
(1,879)
(4,096)
Payments of debt financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(12,605)
(11,701)
—
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(92,963)
(333,691)
45,342
Effect of exchange rate fluctuations on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(777)
(9)
(407)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,489
(4,348)
11,752
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41,094
45,442
33,690
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
50,583 $
41,094 $
45,442
Supplemental disclosures of cash flow information:
Cash interest payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
142,424 $
141,950 $
119,119
Cash income tax payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
21,229 $
24,840 $
25,571
Non-cash investing and financing transactions:
Dividends declared and not yet paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
15,038 $
14,939 $
13,617
Accruals related to purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,259 $
4,345 $
909
Right-of-use assets obtained in exchange for new operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . $
2,820 $
20,829 $
15,806
Right-of-use assets obtained in exchange for new finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . $
— $
— $
3,529
See accompanying Notes to Consolidated Financial Statements.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2024, December 30, 2023 and December 31, 2022
- 62 -
(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 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, vegetable, canola and other
cooking oils, vegetable shortening, cooking sprays, oatmeal and other 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, crackers, baking powder,
baking soda, corn starch, nut clusters and other specialty products. Our products are marketed under many recognized
brands.
Historically, we operated in a single industry segment. However, beginning with the first quarter of 2024, we
are now organized into four reportable segments (also referred to as business units), as follows:
(1)
Specialty, which includes, among others, the Crisco, Clabber Girl, Bear Creek, Polaner, Underwood,
B&G, Grandma’s, New York Style, Don Pepino, Sclafani, B&M, Baker’s Joy, Regina, TrueNorth,
Static Guard, SugarTwin and Brer Rabbit brands;
(2)
Meals, which includes, among others, the Ortega, Maple Grove Farms, Cream of Wheat, Las Palmas,
Victoria, Mama Mary’s, Spring Tree, McCann’s, Carey’s and Vermont Maid brands;
(3)
Frozen & Vegetables, which includes the Green Giant and Le Sueur brands; and
(4)
Spices & Flavor Solutions, which includes, among others, the Dash, Spice Islands, Weber, Ac’cent,
Tone’s, Trappey’s, Durkee and Wright’s brands.
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
Typically, our fiscal years and fiscal quarters consist of 52 and 13 weeks, respectively, ending on the Saturday
closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of
the corresponding calendar quarter in the case of our other fiscal quarters. As a result, a 53rd week is added to our fiscal
year every five or six years. Generally, in a 53-week fiscal year, our fourth fiscal quarter contains 14 weeks.
Our fiscal years ended December 28, 2024 (fiscal 2024), December 30, 2023 (fiscal 2023) and December 31,
2022 (fiscal 2022) each contained 52 weeks and each quarter of fiscal 2024, fiscal 2023 and fiscal 2022 contained 13
weeks. Our fiscal year ending January 3, 2026 (fiscal 2025) contains 53 weeks and the fourth quarter of fiscal 2025
contains 14 weeks.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 63 -
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 62.7%, 60.8% and 60.5% of consolidated net sales in
fiscal 2024, 2023 and 2022, respectively. Other than Walmart, which accounted for approximately 30.3%, 28.8% and
27.3% of our consolidated net sales in fiscal 2024, 2023 and 2022, respectively, no single customer accounted for more
than 10.0% of our consolidated net sales in fiscal 2024, 2023 or 2022. Walmart is a customer for all four of our business
units.
Our top ten customers accounted for approximately 68.2% and 63.1% of our consolidated trade accounts
receivables as of the end of fiscal 2024 and fiscal 2023, respectively. Other than Walmart, which accounted for
approximately 36.0% and 30.7% of our consolidated trade accounts receivables as of the end of fiscal 2024 and fiscal
2023, respectively, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables as
of the end of fiscal 2024 or fiscal 2023. As of December 28, 2024, 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 Walmart.
During fiscal 2024, 2023 and 2022, our sales to foreign countries represented approximately 9.1%, 8.6% and
7.8%, respectively, of net sales. Our foreign sales are primarily to customers in Canada.
Our long-lived assets (including lease right-of-use assets and net property, plant and equipment) located outside
of the United States represented approximately 7.1% and 8.9% of our total long-lived assets as of the end of fiscal 2024
and fiscal 2023, respectively.
(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.
(b)
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the
United States (GAAP) 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 revenue recognition as it relates to trade and consumer
promotion expenses; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other
intangible assets, property, plant and equipment and deferred tax assets; and the determination of the useful life of
customer relationship and finite-lived trademark intangible assets. 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 original maturities
of three months or less when acquired are considered to be cash and cash equivalents.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 64 -
(e)
Inventories
Inventories are stated at the lower of cost or net realizable value 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.
(f)
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 2024, 2023 and 2022, we capitalized $1.0 million, $1.8 million and $1.5 million, respectively.
(g)
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived intangible assets (trademarks) are not amortized. As a result, these assets are
tested for impairment through qualitative and quantitative assessments at least annually and whenever events or
circumstances occur indicating that goodwill or indefinite-lived intangible assets might be impaired. We perform the
annual impairment tests as of the last day of each fiscal year. We test our goodwill and indefinite-lived intangible assets
by comparing the fair values with the carrying values and recognize a loss for the difference. The annual goodwill
impairment test is performed using a qualitative assessment to determine whether it is more likely than not that the fair
value of our reporting units is less than their carrying amount. This assessment considers various factors, including
macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. We
estimate the fair value of the indefinite-lived intangible assets primarily using the discounted cash flows method. We
also consider other market-based valuation approaches, including market multiples and observable market indicators, to
corroborate the results of our discounted cash flow analysis and further support fair value conclusions.
Calculating the fair values of goodwill and indefinite-lived intangible assets for these purposes requires
significant estimates and assumptions by management, including future cash flows consistent with management’s
expectations, annual sales growth rates, and certain assumptions underlying a discount rate based on available market
data. Significant management judgment is necessary to estimate the impact of competitive operating, macroeconomic
and other factors to estimate the future levels of sales and cash flows.
Customer relationships and finite-lived 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.
(h)
Deferred Debt Financing Costs
Deferred 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, except for the revolving credit facility, for which the deferred debt financing
costs are included in other assets. Amortization of deferred debt financing costs for fiscal 2024, 2023 and 2022 was
$5.9 million, $7.5 million and $4.7 million, respectively.
(i)
Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and intangible assets 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
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 65 -
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.
(j)
Accumulated Other Comprehensive (Loss) Income
Accumulated other comprehensive (loss) income 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.
(k)
Revenue Recognition
Revenues are recognized when our performance obligation is satisfied. Our primary performance obligation is
satisfied 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. Additionally, certain
payments to customers related to in-store display incentives, or marketing development funds, are also recorded as a
reduction of sales.
(l)
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 $5.7 million, $6.5 million and $5.2 million, for fiscal 2024, 2023
and 2022, respectively.
(m)
Pension Plans
We maintain four company-sponsored defined benefit pension plans covering approximately 21.3% 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 or lesser amounts based on pension asset performance, tax considerations and
other relevant factors.
(n)
Share-Based Compensation Expense
We provide compensation benefits in the form of performance share long-term incentive awards (LTIAs),
restricted stock, common stock and stock options 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 statements of operations
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
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 66 -
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 or greater than the fair market value of our common stock on the date of
grant and have a 10-year term.
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.
(o)
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, state and international 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 if it is “more likely than not” that such tax position will be sustained based on
its technical merits.
(p)
Dividends
Cash dividends, if any, are accrued as a liability on our consolidated balance sheets when declared and recorded
as a decrease to additional paid-in capital, or as a decrease to retained earnings when additional paid-in capital has a zero
balance.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 67 -
(q)
Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of
shares of common stock outstanding. Diluted earnings (loss) per share is calculated by dividing net income (loss) 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. During periods in which we report a net loss, such as fiscal 2024, 2023 and 2022, diluted loss per share is
the same as loss per share because potentially dilutive shares of common stock are not assumed to have been issued
because their effect would be antidilutive.
The table below shows net loss, weighted average common shares outstanding and basic and diluted loss per
share for fiscal 2024, 2023 and 2022, respectively (in thousands, except share and per share data):
Fiscal
Fiscal
Fiscal
2024 (1)
2023 (1)
2022 (1)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(251,251) $
(66,198) $
(11,370)
Weighted average common shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,011,619 74,267,132 70,468,061
Net effect of potentially dilutive share-based compensation awards . . .
—
—
—
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,011,619 74,267,132 70,468,061
Loss per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(3.18) $
(0.89) $
(0.16)
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(3.18) $
(0.89) $
(0.16)
(1) For fiscal 2024, 2023 and 2022, there are no potentially dilutive share-based compensation awards included in the calculation of
diluted weighted average common shares outstanding, as their effect would have been antidilutive.
(r)
Accounting Standards Adopted in Fiscal 2024
In November 2023, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards
Update (ASU) that enhances segment disclosures and requires additional disclosures of segment expenses. We adopted
this guidance when it became effective for our annual reporting for fiscal 2024 and we have modified our segment
disclosures accordingly. See Note 17, “Business Segment Information.” As this ASU only required additional
disclosures, the adoption of this ASU did not impact our consolidated financial position, results of operations or
liquidity.
(s)
Recently Issued Accounting Standards – Pending Adoption
In November 2024, the FASB issued a new ASU that requires new financial statement disclosures in tabular
format, disaggregating information about prescribed categories underlying any relevant statement of operations expense
caption. This ASU is effective prospectively for annual periods in fiscal years beginning after December 15, 2026, and
interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are
permitted. We currently expect to adopt this guidance when it becomes effective for our annual reporting for fiscal 2027.
We are currently evaluating the expected impact to our consolidated financial statements and related disclosures.
In December 2023, the FASB issued a new ASU that requires improved disclosures related to the tax rate
reconciliation and income taxes paid. This ASU requires companies to reconcile the income tax expense attributable to
continuing operations to the statutory federal income tax rate applied to pre-tax income from continuing operations. This
ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We currently
expect to adopt this guidance when it becomes effective for our annual reporting for fiscal 2025. The guidance is
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 68 -
required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the
financial statements. We are currently evaluating the expected impact to our consolidated financial statements and
related disclosures.
(t)
Segment Reporting
Effective in the first quarter of 2024, we realigned our reportable segments (which are the same as our reporting
units) to correspond with changes to our organizational responsibilities, management structure and operating model. As a
result of the change, we now manage and report the following four reportable segments: Specialty, Meals, Frozen &
Vegetables and Spices & Flavor Solutions. Prior period segment results in our consolidated financial statements and
related notes in this report have been recast to reflect the change from one reportable segment to four reportable
segments. See Note 17, “Business Segment Information.”
(3)
Acquisitions and Divestitures
We account for 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. Indefinite-lived trademarks are deemed to have an indefinite useful life and are not amortized. Customer
relationships and finite-lived trademarks acquired are amortized over 10 to 20 years. Goodwill and other intangible
assets 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 intangible assets) 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.”
Yuma Acquisition
On May 5, 2022, we completed the acquisition of the frozen vegetable manufacturing operations of
Growers Express, LLC, whose primary business at the time of the acquisition was co-manufacturing certain Green Giant
frozen vegetable products, including Green Giant® Riced Veggies and Green Giant Veggie Spirals®. The purchased
assets include inventory, equipment, a sublease for a portion of a manufacturing facility in Yuma, Arizona, and a lease
for a warehouse facility in San Luis, Arizona. Approximately 160 employees transferred to B&G Foods. We refer to this
acquisition as the “Yuma acquisition.” As part of the Yuma acquisition, we also repurchased the master license
agreement for certain Green Giant Fresh vegetable products and have assumed responsibility for the administration of
related sublicense agreements.
The following table sets forth the allocation of the Yuma acquisition purchase price to the estimated fair value
of the net assets acquired at the date of acquisition:
Purchase Price Allocation (in thousands):
May 5, 2022
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,342
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,508
Operating lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,770
Finance lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,529
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,483
Current portion of operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,624)
Current portion of finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,035)
Long-term operating lease liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,756)
Long-term finance lease liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,493)
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,379
Total purchase price (paid in cash) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
27,290
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 69 -
Unaudited Pro Forma Summary of Operations
The Yuma acquisition was not material to our consolidated results of operations or financial position and,
therefore, pro forma financial information is not presented for that acquisition.
Divestiture of Green Giant U.S. Shelf-Stable Product Line
During fiscal 2023, we completed the sale of the Green Giant U.S. shelf-stable product line to Seneca Foods
Corporation and we recorded a loss on sale of $137.8 million, including $137.7 million during fiscal 2023 and an
additional $0.1 million during the first quarter of fiscal 2024. The sale did not include our Green Giant frozen business,
Green Giant Canada business, or the Le Sueur brand. Because we retained the Green Giant trademarks, we agreed to
license the Green Giant trademarks to Seneca on a perpetual, royalty-free basis for use in connection with the
Green Giant U.S. shelf-stable product line. In connection with the sale, we provided certain transition services to Seneca
from the closing date through February 6, 2024.
We recognized a pre-tax loss on the divestiture of $137.8 million, as calculated below (in thousands):
Cash received(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
55,166
Less:
Assets sold:
Trademarks — indefinite-lived intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
115,340
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73,563
Customer relationships — finite-lived intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,111
Total assets sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
193,014
Pre-tax loss on sale of assets(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(137,848)
(1) Cash received of $55.2 million is net of a post-closing inventory adjustment of $0.4 million.
(2) Pre-tax loss on sale of assets of $137.8 million consists of $132.9 million recorded during the third quarter of 2023, $4.8 million
during the fourth quarter of 2023, and $0.1 million recorded during the first quarter of 2024.
Back to Nature Divestiture
On December 15, 2022, we entered into an agreement to sell the Back to Nature business to a subsidiary of
Barilla America, Inc. for a purchase price of $51.4 million in cash, subject to closing and post-closing adjustments based
upon inventory at closing. We refer to this divestiture as the “Back to Nature sale.”
During fiscal 2022, we reclassified $157.7 million of assets related to our Back to Nature business as assets
held for sale. We measured the assets held for sale at the lower of their carrying value or fair value less anticipated costs
to sell and recorded pre-tax, non-cash impairment charges of $103.6 million during the third quarter of 2022. After we
entered into the sale agreement, we recorded additional pre-tax, non-cash impairment charges of $2.8 million related to
those assets during the fourth quarter of 2022. As a result, we had assets held for sale related to our Back to Nature
business of $51.3 million at December 31, 2022.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 70 -
Effective January 3, 2023, the first business day of fiscal 2023, we completed the Back to Nature sale. During
the first quarter of 2023, we recognized a pre-tax loss on the Back to Nature sale of $0.1 million, as calculated below
(in thousands):
Cash received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
51,414
Less:
Assets sold:
Trademarks — indefinite-lived intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
109,900
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,500
Customer relationships — finite-lived intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,025
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,323
Impairment of assets held for sale recorded during fiscal 2022 . . . . . . . . . . . . . . . . . . . . . . . .
(106,434)
Total assets sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,314
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
Pre-tax loss on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(85)
As a result of the Back to Nature divestiture, we incurred a capital loss for tax purposes, for which we recorded
a deferred tax asset during the first quarter of 2023. A valuation allowance has been recorded against this deferred tax
asset, which negatively impacted our income tax expense for the first quarter of 2023 by $14.7 million.
(4)
Inventories
Inventories consist of the following, as of the dates indicated (in thousands):
December 28, 2024
December 30, 2023
Raw materials and packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
85,356
$
92,707
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116,161
128,073
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
309,715
348,200
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
511,232
$
568,980
(5)
Property, Plant and Equipment, net
Property, plant and equipment, net, consists of the following as of the dates indicated (in thousands):
December 28, 2024
December 30, 2023
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
26,344
$
26,176
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163,855
163,052
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
438,220
428,713
Office furniture, vehicles and computer equipment . . . . . . . . . . . . . . . . . . .
99,336
97,249
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,517
13,182
Property, plant and equipment, cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
742,272
728,372
Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(464,153)
(426,084)
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
278,119
$
302,288
Depreciation expense was $47.1 million, $47.8 million and $58.6 million for fiscal 2024, 2023 and 2022,
respectively.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 71 -
(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 28, 2024
December 30, 2023
Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying
Amount
Amortization
Amount
Amount
Amortization
Amount
Finite-Lived Intangible Assets
Trademarks . . . . . . . . . . . . . . . . . . . . . . $
6,800 $
5,289 $
1,511 $
6,800 $
4,836 $
1,964
Customer relationships . . . . . . . . . . . . .
386,026
218,958
167,068
386,235
199,006
187,229
Total finite-lived intangible assets . . . . . . . . $
392,826 $
224,247 $
168,579 $
393,035 $
203,842 $
189,193
Indefinite-Lived Intangible Assets
Goodwill . . . . . . . . . . . . . . . . . . . . . . . .
$
548,231
$
619,399
Trademarks . . . . . . . . . . . . . . . . . . . . . .
1,117,367
1,438,643
Total indefinite-lived intangible assets . . . . .
$ 1,665,598
$ 2,058,042
Total goodwill and other intangible assets . .
$ 1,834,177
$ 2,247,235
The changes in the carrying amount of goodwill by reporting unit for fiscal 2024 were as follows (in
thousands):
Specialty
Meals
Frozen &
Vegetables
Spices &
Flavor
Solutions
Total
Balance as of December 30, 2023 . . . . . . . . . . . . . . $ 224,366 $ 143,020 $
70,580 $ 181,433 $ 619,399
Currency translation . . . . . . . . . . . . . . . . . . . . . . . . .
(588)
—
—
—
(588)
Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(70,580)
— (70,580)
Balance as of December 28, 2024 . . . . . . . . . . . . . . $ 223,778 $ 143,020 $
— $ 181,433 $ 548,231
The changes in the carrying amount of indefinite-lived trademark intangible assets by reporting unit for fiscal
2024 were as follows (in thousands):
Specialty
Meals
Frozen &
Vegetables
Spices &
Flavor
Solutions
Total
Balance as of December 30, 2023 . . . . . . . . . . . . . . $ 609,410 $ 249,764 $ 306,660 $ 272,809 $ 1,438,643
Currency translation . . . . . . . . . . . . . . . . . . . . . . . . .
(1,276)
—
—
—
(1,276)
Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,000) (30,000) (275,000)
— (320,000)
Balance as of December 28, 2024 . . . . . . . . . . . . . . $ 593,134 $ 219,764 $
31,660 $ 272,809 $ 1,117,367
Amortization expense associated with finite-lived intangible assets was $20.4 million, $20.8 million and
$21.3 million during fiscal 2024, 2023 and 2022, respectively, and is recorded in operating expenses. We expect to
recognize $20.4 million of amortization expense associated with our finite-lived intangible assets in fiscal year 2025,
$19.7 million in fiscal 2026, $14.8 million in fiscal 2027, $12.9 million in fiscal 2028 and $12.7 million in fiscal 2029,
respectively.
During the first quarter of 2024, we reorganized our reporting structure from one reportable segment to four
reportable segments: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions, which are further described
in Note 17, “Business Segment Information.” The change in the reporting structure required us to reassign assets and
liabilities, including goodwill, among the four reporting units (which are the same as our reportable segments) and
complete a goodwill impairment test, both prior to and subsequent to the change, comparing the fair values of the
reporting units to the carrying values, and evaluate other assets in the reporting units for impairment, including
indefinite-lived intangible assets (trademarks).
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 72 -
The fair value of our reporting units was estimated using a discounted cash flow analysis, which required us to
estimate future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated
cash flows. When determining future cash flow estimates, we consider historical results adjusted to reflect current and
anticipated operating conditions. We estimate cash flows for a reporting unit over a discrete period and a terminal period
(considering expected long-term growth rates and trends). We used a discount rate of 8.00% and a terminal growth rate
that was flat in estimating the fair value of our reporting units. Estimating the fair value of individual reporting units
requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions,
product pricing, and necessary capital expenditures. The use of different assumptions or estimates for future cash flows,
discount rates, or terminal growth rates could produce substantially different estimates of the fair value.
During the first quarter of 2024, we completed an interim goodwill impairment test, both prior to and
subsequent to the change in reporting structure described above, by comparing the fair values of the reporting units to
the carrying values. As a result of this goodwill impairment test during the first quarter of 2024, we recognized pre-tax,
non-cash goodwill impairment charges of $70.6 million within our Frozen & Vegetables reporting unit, which is
recorded in “Impairment of goodwill” in our consolidated statement of operations for fiscal 2024.
As of December 28, 2024, we completed our annual goodwill impairment test for all reporting units with
goodwill. This assessment was conducted using a qualitative assessment, evaluating whether it was more likely than not
that the fair value of each reporting unit was below its carrying value. In performing the qualitative assessment, we
considered various factors, including macroeconomic conditions, industry and market trends, the estimated fair value of
reporting units determined in the first quarter of 2024 using a discounted cash flow analysis, financial performance, and
other unit-specific considerations. If the qualitative assessment had indicated that a reporting unit’s fair value was more
likely than not below its carrying value, we would have performed a quantitative test. Based on the results of our annual
goodwill impairment test, we determined that no impairment was required. Similarly, our annual impairment test for
fiscal 2023 and fiscal 2022 resulted in no adjustments to the carrying value of our goodwill.
Our annual impairment tests for fiscal 2024 resulted in our company recording pre-tax, non-cash impairment
charges to intangible trademark assets for our Green Giant, Victoria, Static Guard and McCann’s brands of $320.0
million during the fourth quarter of 2024. Green Giant is part of the Frozen & Vegetables segment; Victoria and
McCann’s are part of the Meals segment; and Static Guard is part of the Specialty segment. These charges, which reflect
partial impairments of each brand, were recorded in “Impairment of intangible assets” in our consolidated statement of
operations for fiscal 2024.
Our annual impairment tests for fiscal 2023 resulted in our company recording pre-tax, non-cash impairment
charges to intangible trademark assets for our Baker’s Joy, Molly McButter, Sugar Twin and New York Flatbreads
brands of $20.5 million in the aggregate during the fourth quarter of 2023, which is recorded in “Impairment of
intangible assets” in our consolidated statement of operations for fiscal 2023. Baker’s Joy, Sugar Twin and New York
Flatbreads are part of the Specialty segment and Molly McButter is part of the Spices & Flavor Solutions segment. We
partially impaired the Baker’s Joy and Sugar Twin brands, and we fully impaired the Molly McButter and
New York Flatbreads brands.
Additionally, in connection with the divestiture of our Green Giant U.S. shelf-stable product line during the
fourth quarter of 2023, we reclassified $115.3 million of indefinite-lived trademark intangible assets, $82.3 million of
inventories and $4.1 million of finite-lived customer relationship intangible assets to assets held for sale as of the end of
the third quarter of 2023. We then measured the assets held for sale at the lower of their carrying value or fair value less
the estimated costs to sell, and recorded pre-tax, non-cash charges of $132.9 million during the third quarter of 2023. See
Note 3, “Acquisitions and Divestitures.”
We completed our annual impairment tests for fiscal 2022 with no adjustments to the carrying values of
indefinite-lived intangible assets. However, in connection with our decision to sell the Back to Nature business, during
fiscal 2022 we reclassified $109.9 million of indefinite-lived trademark intangible assets, $29.5 million of goodwill,
$11.0 million of finite-lived customer relationship intangible assets and $7.3 million of inventories to assets held for
sale. We measured the assets held for sale at the lower of their carrying value or fair value less anticipated costs to sell
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 73 -
and recorded pre-tax, non-cash impairment charges of $106.4 million during fiscal 2022 relating to those assets. See
Note 3, “Acquisitions and Divestitures.”
If future revenues and contributions to our operating results for any of our brands or operating segments,
including recently impaired brands and 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, including trademarks
and goodwill. In addition, any significant decline in our market capitalization or changes in discount rates, even if due to
macroeconomic factors, could put pressure on the carrying value of our goodwill or the goodwill of any of our operating
segments. A determination that all or a portion of our goodwill or indefinite-lived 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. For a further discussion of our annual impairment testing of goodwill and indefinite-
lived intangible assets (trademarks), see Note 2(g), “Summary of Significant Accounting Policies—Goodwill and Other
Intangible Assets.”
(7)
Long-Term Debt
Long-term debt consists of the following, as of the dates indicated (in thousands):
December 28, 2024 December 30, 2023
Revolving credit loans due 2028:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
245,000 $
170,000
Revolving credit loans, net(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
245,000
170,000
Tranche B term loans due 2029:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
450,000
528,625
Unamortized deferred debt financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,497)
(1,925)
Unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,432)
(1,182)
Tranche B term loans due 2029, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
441,071
525,518
5.25% senior notes due 2025:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
265,392
Unamortized deferred debt financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(636)
Unamortized premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
200
5.25% senior notes due 2025, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
264,956
5.25% senior notes due 2027:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
550,000
550,000
Unamortized deferred debt financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,132)
(4,159)
5.25% senior notes due 2027, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
546,868
545,841
8.00% senior secured notes due 2028:
Outstanding principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
799,315
550,000
Unamortized deferred debt financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,774)
(8,599)
Unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,032)
(2,628)
8.00% senior secured notes due 2028, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
787,509
538,773
Total long-term debt, net of unamortized deferred debt financing costs and
discount/premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,020,448
2,045,088
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,625)
(22,000)
Long-term debt, net of unamortized deferred debt financing costs and discount/premium
and excluding current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,014,823 $
2,023,088
(1) Unamortized deferred debt financing costs related to our revolving credit facility were $1.4 million and $1.8 million as of
December 28, 2024 and December 30, 2023, respectively. These amounts are included in other assets in the accompanying
consolidated balance sheets.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 74 -
Senior Secured Credit Agreement. Our senior secured credit agreement includes a term loan facility and a
revolving credit facility.
On July 12, 2024, we refinanced and amended our credit agreement. As part of the refinancing and together
with a portion of the net proceeds of the offering of additional 8.00% senior secured notes due 2028 described below, we
reduced the aggregate principal amount of tranche B term loans outstanding under our credit agreement from $507.3
million to $450.0 million by replacing $507.3 million of outstanding tranche B term loans with $450.0 million of new
tranche B term loans. We also extended the maturity date for the tranche B term loans from October 10, 2026 to
October 10, 2029. The new tranche B term loans were issued at a price equal to 99.00% of their face value. The new
tranche B term loans bear interest based on alternative rates that we may choose, including a base rate per annum plus an
applicable margin of 2.50%, and SOFR plus an applicable margin of 3.50%. As of December 28, 2024, the weighted
average interest rate on our tranche B term loans was 8.07%. The new tranche B term loans are subject to amortization at
the rate of 0.25% of the original principal amount per calendar quarter with the balance due and payable on the maturity
date. As of December 28, 2024, $450.0 million of tranche B term loans remained outstanding.
As part of the refinancing, on July 12, 2024, we prepaid $175.0 million aggregate principal amount of revolving
credit loans with a portion of the proceeds of the tack-on offering, decreased the revolver capacity under the credit
agreement from $800.0 million to $475.0 million aggregate principal amount, and extended the maturity date of our
revolving credit facility from December 16, 2025 to December 16, 2028. Following the refinancing, interest under the
revolving credit facility, including any outstanding letters of credit, 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 SOFR plus an applicable margin ranging from 1.50% to 2.00%, in each case depending on our
consolidated leverage ratio (as defined in the credit agreement). As of December 28, 2024, the weighted average interest
rate on our revolving credit loans was 6.48%. As of December 28, 2024, the available borrowing capacity under the
revolving credit facility, net of outstanding letters of credit of $4.7 million, was $225.3 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 SOFR loans.
We may prepay term loans or revolving loans at any time without premium or penalty (other than customary
“breakage” costs with respect to the early termination of SOFR loans). Subject to certain exceptions, the credit
agreement provides for mandatory prepayment upon certain asset dispositions or casualty events and issuances of
indebtedness.
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 (other than a domestic subsidiary that is a
holding company for one or more foreign 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. The credit agreement provides that our maximum consolidated leverage ratio (defined as the ratio,
determined on a pro forma basis, of our consolidated net debt, as of the last day of any period of four consecutive fiscal
quarters to our adjusted EBITDA (as defined in the credit agreement) before share-based compensation for such period),
is 7.00 to 1.00. We are also required to maintain a consolidated interest coverage ratio (defined as the ratio, determined
on a pro forma basis, of our adjusted EBITDA (before share-based compensation) for any period of four consecutive
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 75 -
fiscal quarters to our consolidated interest expense for such period payable in cash) of at least 1.75 to 1.00. As of
December 28, 2024, 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.
5.25% Senior Notes due 2025. On October 9, 2024, we redeemed in full all $265.4 million remaining aggregate
principal amount of our 5.25% senior notes due 2025 at a cash redemption price of 100.0% of the principal amount of
the notes redeemed, plus accrued and unpaid interest on such amount, to, but excluding, the redemption date. We funded
the redemption with revolving loans under our existing credit facility together with cash on hand.
5.25% Senior Notes due 2027. On September 26, 2019, we issued $550.0 million aggregate principal amount of
5.25% senior notes due 2027 at a price to the public of 100% of their face value.
Interest on the 5.25% senior notes due 2027 is payable on March 15 and September 15 of each year,
commencing March 15, 2020. The 5.25% senior notes due 2027 will mature on September 15, 2027, unless earlier
retired or redeemed as described below.
We may redeem some or all of the 5.25% senior notes due 2027 at a redemption price of 101.313% of the
principal amount through February 28, 2025 and 100% on or after March 1, 2025, 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 5.25% senior notes due 2027 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 5.25% senior notes due 2027 through cash repurchases of the
5.25% senior notes due 2027 and/or exchanges of the 5.25% senior notes due 2027 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 5.25% senior notes due 2027 are jointly and severally and fully and unconditionally
guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries. The 5.25% senior notes due
2027 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 5.25% senior notes due 2027.
The indenture governing the 5.25% senior notes due 2027 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 certain liens; certain sale-leaseback transactions; certain asset sales; 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 28, 2024, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes
due 2027.
8.00% Senior Secured Notes due 2028. On September 26, 2023, we issued $550.0 million aggregate principal
amount of 8.00% senior secured notes due 2028 at a price of 99.502%. On July 12, 2024, we issued an additional $250.0
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 76 -
million aggregate principal amount of 8.00% senior secured notes due 2028 at a price to the public 100.5% of their face
value plus accrued interest from March 15, 2024 to, but excluding, July 12, 2024. The notes issued in July 2024 were
issued as additional notes under the same indenture as our 8.00% senior secured notes due 2028 that were issued in
September 2024, and, as such, form a single series and trade interchangeably with the previously issued 8.00% senior
secured notes due 2028. As of December 28, 2024, approximately $799.3 million of the 8.00% senior secured notes due
2028 are outstanding.
The net proceeds from the initial offering in September 2023 were $538.3 million after deducting discounts,
fees and expenses related to the offering. We used the net proceeds of the offering, together with cash on hand, to
redeem $555.4 million aggregate principal amount of our 5.25% senior notes due 2025 on October 12, 2023 and to pay
related fees and expenses. We used the proceeds of the offering in July 2024 of additional 8.00% senior secured notes
due 2028 to repay a portion of our tranche B term loans and revolving credit loans under our credit agreement and to pay
related fees and expenses.
Interest on the 8.00% senior secured notes due 2028 is payable on March 15 and September 15 of each year.
The 8.00% senior secured notes due 2028 will mature on September 15, 2028, unless earlier retired or redeemed as
described below.
We may redeem some or all of the 8.00% senior secured notes due 2028 at a redemption price of 104.00% of
the principal amount beginning September 15, 2025 and thereafter at prices declining annually to 102.00% on or after
September 15, 2026 and 100.00% on or after September 15, 2027, in each case plus accrued and unpaid interest to (but
not including) the date of redemption. We may redeem up to 40% of the aggregate principal amount of the 8.00% senior
secured notes due 2028 prior to September 15, 2025 at a redemption price of 108.00% plus accrued and unpaid interest
to (but not including) the date of redemption with the net proceeds from certain equity offerings. We may also redeem
some or all of the 8.00% senior secured notes due 2028 at any time prior to September 15, 2025 at a redemption price
equal to the make-whole amount set forth in the indenture plus accrued and unpaid interest to (but not including) the date
of redemption. In addition, if we undergo a change of control, we may be required to offer to repurchase the 8.00%
senior secured notes due 2028 at 101.00% of the aggregate principal amount, plus accrued and unpaid interest to (but not
including) the date of repurchase. Upon certain asset dispositions we may be required to offer to purchase a portion of
the 8.00% senior secured notes due 2028 at 100.00% of the aggregate principal amount, plus accrued and unpaid interest
to (but not including) the date of repurchase. See “Offer to Partially Repurchase 8.00% Senior Secured Notes Due 2028
Upon Asset Sale” below.
We may also, from time to time, seek to retire the 8.00% senior secured notes due 2028 through cash
repurchases of the 8.00% senior secured notes due 2028 and/or exchanges of the 8.00% senior secured notes due 2028
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.
The 8.00% senior secured notes due 2028 are our senior secured obligations and are jointly and severally and
fully and unconditionally guaranteed on a senior secured basis by each of our existing and future domestic subsidiaries
(other than immaterial subsidiaries). The 8.00% senior secured notes due 2028 have the same guarantors as our credit
agreement. The 8.00% senior secured notes due 2028 and the related guarantees are secured by, subject to permitted
liens, first-priority security interests in certain collateral (which generally includes most of our and our guarantors’ right
or interest in or to property of any kind, except for our and our guarantors’ real property and certain intangible assets),
which assets also secure (and will continue to secure) our credit agreement on a pari passu basis. Pursuant to the terms of
the indenture, the related collateral agreement and an intercreditor agreement, the 8.00% senior secured notes due 2028
and the guarantees rank (1) pari passu (equally and ratably) in right of payment to all of our and the guarantors’ existing
and future senior debt, including existing and future senior debt under our existing or any future senior secured credit
agreement (including the term loan borrowings under our existing senior secured credit facility, any obligations under
our existing revolving credit facility and all other borrowings and obligations under our credit agreement), (2) effectively
senior in right of payment to our and such guarantors’ existing and future senior unsecured debt, including 5.25% senior
notes due 2027 to the extent of the value of the collateral, (3) effectively junior to our and the guarantors’ future secured
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 77 -
debt, secured by assets that do not constitute collateral, to the extent of the value of the collateral securing such debt,
(4) senior in right of payment to our and such guarantors’ other existing and future subordinated debt and (5) structurally
subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the
8.00% senior secured notes due 2028.
The indenture governing the 8.00% senior secured notes due 2028 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 certain liens; certain sale-leaseback transactions; certain asset sales; 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 28, 2024, we were in compliance with all of the covenants in the indenture governing the 8.00% senior
secured notes due 2028.
Offer to Partially Repurchase 8.00% Senior Secured Notes Due 2028 Upon Asset Sale. During March 2024,
B&G Foods commenced an offer to purchase for cash up to $22.0 million principal amount of our 8.00% senior secured
notes due 2028 from holders of the notes at a purchase price equal to 100.00% of the principal amount of such notes,
plus accrued and unpaid interest, if any, to, but not including, the date fixed for the purchase of the notes tendered
pursuant to the offer. The offer was not conditioned upon a minimum principal amount of the notes being tendered.
Pursuant to the indenture governing the 8.00% senior secured notes due 2028, the offer was required to be made as a
result of the Green Giant U.S. shelf-stable divestiture.
During April 2024, B&G Foods received and accepted for purchase approximately $0.7 million principal
amount of the 8.00% senior secured notes due 2028 validly tendered by the asset sale offer to purchase deadline. During
April 2024, B&G Foods used the remaining asset sale proceeds to prepay approximately $21.3 million aggregate
principal amount of tranche B term loans.
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 Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Supplemental Financial Information about B&G Foods and Guarantor Subsidiaries.”
Gains and Losses on Extinguishment of Debt. During fiscal 2024 we recorded a loss on extinguishment of debt
of $2.1 million, which consists of $1.3 million related to the refinancing of tranche B term loans and $0.6 million related
to the refinancing of revolving credit loans during the third quarter of 2024, and $0.2 million related to the redemption in
full of our then remaining outstanding 5.25% senior notes due 2025 during the fourth quarter of 2024. In connection with
repurchases and a partial redemption of our 5.25% senior notes due 2025, we recorded a pre-tax net gain on
extinguishment of debt for fiscal 2023 of $0.9 million. The repurchases resulted in a gain of $1.9 million, net of the
accelerated amortization of deferred debt financing costs of $0.3 million, which was partially offset by a loss of $1.0
million resulting from the accelerated amortization of deferred debt financing costs upon the partial redemption. There
was no gain or loss on extinguishment of debt for fiscal 2022.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 78 -
Contractual Maturities. As of December 28, 2024, the aggregate contractual maturities of long-term debt were
as follows (in thousands):
Aggregate Contractual Maturities(1)
Fiscal year:
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,625
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,500
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
554,500
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,047,690
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
432,000
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,044,315
(1) Fiscal years 2025 to 2029 also reflect amortization payments per calendar quarter of 0.25% of the original principal amount of
our tranche B term loans due 2029.
Accrued Interest. At December 28, 2024 and December 30, 2023, accrued interest of $31.5 million and
$24.5 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 GAAP, 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.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 79 -
The carrying values and fair values of our revolving credit loans, term loans, senior notes and senior secured
notes as of December 28, 2024 and December 30, 2023 were as follows (in thousands):
December 28, 2024
December 30, 2023
Carrying Value Fair Value Carrying Value Fair Value
Revolving credit loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
245,000
$ 245,000 (1) $
170,000
$ 170,000 (1)
Tranche B term loans due 2029 . . . . . . . . . . . . . . . . . . . . . .
445,568 (2) 445,568 (3)
527,443 (2) 522,169 (3)
5.25% senior notes due 2027 . . . . . . . . . . . . . . . . . . . . . . . .
550,000
522,500 (3)
550,000
497,750 (3)
8.00% senior secured notes due 2028 . . . . . . . . . . . . . . . . . $
798,283 (4) $ 818,240 (3) $
547,372
$ 572,688 (3)
(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 value of the tranche B term loans includes a discount. At December 28, 2024 and December 30, 2023, the face
amount of the tranche B term loans was $450.0 million and $528.6 million, respectively.
(3) Fair values are estimated based on quoted market prices.
(4) The carrying value of the 8.00% senior secured notes due 2028 includes a discount. At December 28, 2024, and
December 30, 2023, the face amount of the 8.00% senior secured notes due 2028 was $799.3 million and $550.0 million,
respectively.
There was no Level 3 activity during fiscal 2024, 2023 or 2022.
(9)
Accumulated Other Comprehensive (Loss) Income
The reclassifications from accumulated other comprehensive (loss) income (AOCLI) for fiscal 2024, 2023 and
2022 were as follows (in thousands):
Amount Reclassified
Affected Line Item in the
From AOCLI
Statement Where
Details about AOCLI Components
Fiscal 2024 Fiscal 2023 Fiscal 2022 Net (Loss) Income is Presented
Defined benefit pension plan items
Amortization of unrecognized (gain) loss . . . . . . . . . . . . . $
(55) $
(35) $
107 See (1) below
Accumulated other comprehensive (gain) loss before tax . . . .
(55)
(35)
107 Total before tax
Tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
9
(26) Income tax benefit
Total reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(41) $
(26) $
81 Net of tax
(1) These items are included in the computation of net periodic pension cost. See Note 12, “Pension Benefits,” for additional
information.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 80 -
Changes in AOCLI for fiscal 2024, 2023 and 2022 were as follows (in thousands):
Foreign Currency
Defined Benefit
Translation
Pension Plan Items
Adjustments
Total
Balance at January 1, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(9,344) $
(8,825) $
(18,169)
Other comprehensive income (loss) before reclassifications . . . . . .
11,708
(2,969)
8,739
Amounts reclassified from AOCLI . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
—
81
Net current period other comprehensive income (loss) . . . . . . . . . . . . .
11,789
(2,969)
8,820
Balance at December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,445
(11,794)
(9,349)
Other comprehensive income before reclassifications . . . . . . . . . . .
1,889
10,083
11,972
Amounts reclassified from AOCLI . . . . . . . . . . . . . . . . . . . . . . . . . . .
(26)
—
(26)
Net current period other comprehensive income . . . . . . . . . . . . . . . . . .
1,863
10,083
11,946
Balance at December 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,308
(1,711)
2,597
Other comprehensive income (loss) before reclassifications . . . . . .
13,043
(20,342)
(7,299)
Amounts reclassified from AOCLI . . . . . . . . . . . . . . . . . . . . . . . . . . .
(41)
—
(41)
Net current period other comprehensive income (loss) . . . . . . . . . . . . .
13,002
(20,342)
(7,340)
Balance at December 28, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
17,310 $
(22,053) $
(4,743)
(10)
Income Taxes
The components of loss before income tax benefit consist of the following (in thousands):
Fiscal 2024
Fiscal 2023
Fiscal 2022
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (348,969)
$
(67,870)
$
(33,105)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,460
737
14,198
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (330,509)
$
(67,133)
$
(18,907)
Income tax benefit consists of the following (in thousands):
Fiscal 2024
Fiscal 2023
Fiscal 2022
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
17,265
$
16,363
$
12,086
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,384
2,074
1,921
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
7,023
5,353
Current income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,849
25,460
19,360
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(86,499)
(19,936)
(20,674)
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(18,216)
(2,340)
(5,145)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,608
(4,119)
(1,078)
Deferred income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(99,107)
(26,395)
(26,897)
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(79,258)
$
(935)
$
(7,537)
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 81 -
Income tax benefit differs from the expected income tax benefit (computed by applying the U.S. federal income
tax rate of 21% for fiscal 2024, 2023 and 2022, respectively, to loss before income tax benefit) as a result of the
following:
Fiscal 2024
Fiscal 2023
Fiscal 2022
Federal income tax provision at statutory rate . . . . . . . . . . . . . . . . . . . . . . . .
21.0 %
21.0 %
21.0 %
Increase (decrease):
State and local taxes, net of federal benefits . . . . . . . . . . . . . . . . . . . . . . .
3.6
3.4
6.4
Foreign income taxed at different rates, net of foreign tax credits . . . . . .
0.1
(0.8)
(4.0)
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.6)
(0.3)
2.6
Deferred tax adjustment related to Back to Nature divestiture . . . . . . . . .
—
10.4
—
Changes in tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.9)
(3.7)
13.0
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1
0.4
1.0
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.6
(31.4)
—
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1
2.4
(0.1)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24.0 %
1.4 %
39.9 %
Changes in state apportionment, state filings or state tax laws impacted our deferred blended state rate, resulting
in a deferred state tax benefit of $0.8 million, $0.2 million and $2.3 million in fiscal 2024, 2023 and 2022, respectively.
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 28, December 30,
2024
2023
Deferred tax assets:
Accounts receivable, principally due to allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
270
$
47
Inventories, principally due to additional costs capitalized for tax purposes . . . . . . . . . .
986
7,357
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,440
16,998
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,573
13,000
Capital loss, net operating losses and tax credit carryforwards . . . . . . . . . . . . . . . . . . . . .
23,921
25,917
Interest expense deductions limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72,689
46,865
Unrealized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
431
21
Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122,310
110,205
Valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21,221)
(23,293)
Deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101,089
86,912
Deferred tax liabilities:
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(25,454)
(29,359)
Goodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(217,335)
(291,711)
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,482)
(333)
Operating lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,525)
(16,981)
Gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(259,796)
(338,384)
Net deferred tax liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (158,707)
$ (251,472)
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 82 -
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, a valuation allowance of $21.2 million, $23.3 million and $2.3 million was recorded during fiscal 2024, 2023
and 2022, respectively, to record only the portion of the deferred tax asset that management believes is more likely than
not that we will realize the benefits of these deductible differences. The amount of the deferred tax assets considered
realizable, however, could be reduced in the near term if estimates of future taxable income during future periods are
reduced.
At December 28, 2024 and December 30, 2023, we had $0.4 million and $0.2 million, respectively, of reserves
for uncertain tax positions, which increased due to the incurrence of an additional tax year. Our policy is to classify
interest and penalties resulting from income tax uncertainties as income tax expense.
At December 28, 2024 we had intangible assets of $767.0 million for tax purposes, which are amortizable
through 2038.
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. We remain subject to examination in all of our tax
jurisdictions until the applicable statutes of limitations expire. As of December 28, 2024, a summary of the tax years that
remain subject to examination in our major tax jurisdictions are:
United States—Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 and forward
United States—States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 and forward
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 and forward
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 and forward
The U.S. Tax Cuts and Jobs Act of 2017, which we refer to as the “U.S. Tax Act,” limits the deduction for net
interest expense (including treatment of depreciation and other deductions in arriving at adjusted taxable income)
incurred by a corporate taxpayer to 30% of the taxpayer’s adjusted taxable income. Beginning with fiscal 2022, our
adjusted taxable income as computed for purposes of the interest expense deduction limitation is computed after any
deduction allowable for depreciation and amortization. As a result, our adjusted taxable income (used to compute the
limitation) decreased and we were subject to the interest expense deduction limitation in fiscal 2024, 2023 and 2022,
resulting in an increase to taxable income of $110.8 million, $107.7 million and $90.2 million, respectively. We expect
to continue to be subject to the interest deduction limitation in future years. We have recorded a deferred tax asset of
$72.7 million and $46.9 million for fiscal 2024 and fiscal 2023, respectively, related to the interest deduction carryover,
without a valuation allowance, as the disallowed interest may be carried forward indefinitely. The increase in our cash
taxes resulting from the interest expense deduction limitation was approximately $19.5 million, $25.0 million and $20.6
million for fiscal 2024, 2023 and 2022, respectively. We expect to continue to be unable to fully utilize interest expense
deductions in fiscal 2025 and future periods, which will negatively impact our cash taxes. In addition, there are various
factors that may cause tax assumptions to change in the future, and we may have to record a valuation allowance against
these deferred tax assets.
The U.S. Treasury issued several regulations supplementing the U.S. Tax Act in 2018, including detailed
guidance clarifying the calculation of the mandatory tax on previously unrepatriated earnings, application of the existing
foreign tax credit rules to newly created categories and expanding details for application of the base erosion tax on
affiliate payments. These regulations are to be applied retroactively and did not materially impact our fiscal 2024, 2023
or 2022 tax rates.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 83 -
(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.
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.
“At-The-Market” (ATM) Equity Offering Program. We did not sell any shares of our common stock under our
ATM equity offering program during fiscal 2024.
During fiscal 2023, we sold 6,332,846 shares of our common stock under the ATM equity offering program.
We generated $75.3 million in gross proceeds, or $11.90 per share, from the sales, paid commissions to the sales agents
of approximately $1.5 million and incurred other fees and expenses of approximately $0.1 million.
During fiscal 2022, we sold 2,853,342 shares of our common stock under an ATM equity offering program. We
generated $66.6 million in gross proceeds, or $23.33 per share, from the sales, paid commissions to the sales agents of
approximately $1.3 million and incurred other fees and expenses of approximately $0.2 million.
We used the net proceeds from shares sold under the ATM equity offering program during fiscal 2023 and
fiscal 2022 to repay, redeem or repurchase long-term debt, to pay offering fees and expenses, and for general corporate
purposes.
Future sales of shares, if any, under the ATM equity offering program will be made by means of transactions
that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended,
including block trades and sales made in ordinary brokers’ transactions on the New York Stock Exchange or otherwise
at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices. The
timing and amount of any sales will be determined by a variety of factors considered by us.
We intend to use the net proceeds from any future sales of our common stock under the ATM offering for
general corporate purposes, which could include, among other things, repayment, refinancing, redemption or repurchase
of long-term debt or possible acquisitions.
As of December 28, 2024, 3,667,154 shares of our common stock remained authorized and available for
issuance under our ATM equity offering program.
(12)
Pension Benefits
Company-Sponsored Defined Benefit Pension Plans. As of December 28, 2024, we had four
company-sponsored defined benefit pension plans covering approximately 21.3% of our employees. Three of these
defined benefit pension plans are for the benefit of certain of our union employees and one is for the benefit of salaried
and certain hourly employees. The benefits in the salaried and hourly plan are based on each employee’s years of service
and compensation, as defined. Since January 1, 2020, newly hired employees are no longer eligible to participate in any
of our four company-sponsored defined benefit pension plans.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 84 -
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 28, 2024 and December 30, 2023
measurement dates for fiscal 2024 and 2023, respectively, to calculate end of year benefit obligations, fair value of plan
assets and annual net periodic benefit cost (in thousands):
December 28, December 30,
2024
2023
Change in projected benefit obligation:
Projected benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
161,334
$ 151,273
Actuarial (gain) loss(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14,182)
4,701
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,094
5,204
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,599
7,436
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,961)
(7,280)
Projected benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153,884
161,334
Change in plan assets:
Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164,783
151,165
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,969
18,398
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,500
2,500
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,961)
(7,280)
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176,291
164,783
Net amount recognized:
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,407
12,005
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(8,556)
Funded status at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,407
3,449
Amount recognized in accumulated other comprehensive income consists of:
Actuarial gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,408
2,072
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,098)
2,236
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
17,310
$
4,308
(1) Actuarial (gain) loss primarily reflects changes in discount rates.
The accumulated benefit obligations of these plans were $144.9 million and $151.3 million at
December 28, 2024 and December 30, 2023, respectively. The following information presents a summary of pension
plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets (in thousands):
December 28, December 30,
2024
2023
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
— $
—
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
$ 90,598
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
82,042
The assumptions used in the measurement of our benefit obligation as of December 28, 2024 and
December 30, 2023 are shown in the following table:
December 28,
December 30,
2024
2023
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.41 - 5.50 %
4.75 - 4.81 %
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.50 %
3.50 %
Expected long-term rate of return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.25 %
7.25 %
The discount rate used to determine year-end fiscal 2024 and fiscal 2023 pension benefit obligations was
derived by matching the plans’ expected future cash flows to the corresponding yields from the FTSE Pension Discount
Curve (formerly known as 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.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 85 -
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 2024
Fiscal 2023
Fiscal 2022
Service cost—benefits earned during the period . . . . . . . . . . . . . . . . . . . . . .
$
5,094
$
5,204
$
8,871
Interest cost on projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . .
7,599
7,436
5,464
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11,759)
(11,181)
(12,945)
Amortization of unrecognized (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
(55)
(35)
107
Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
879
$
1,424
$
1,497
The following table sets forth the changes in amounts recorded in accumulated other comprehensive (loss)
income for fiscal 2024, 2023 and 2022, respectively (in thousands):
Changes in amounts recorded in accumulated other comprehensive (loss) income:
Fiscal 2024
Fiscal 2023
Fiscal 2022
Net (loss) gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(17,281)
$
2,515
$ 15,571
Amortization of unrecognized (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
(55)
(35)
107
Total recorded in other comprehensive (loss) income . . . . . . . . . . . . . . .
$
(17,336)
$
2,480
$ 15,678
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.
The asset allocation for our pension plans at December 28, 2024 and December 30, 2023, and the target
allocation for fiscal 2024, by asset category, follows:
Percentage of Plan
Assets at Year End
Target
December 28,
December 30,
Asset Category
Allocation
2024
2023
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70 %
55 %
57 %
Fixed income securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30 %
39 %
38 %
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— %
6 %
5 %
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100 %
100 %
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.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 86 -
The fair values of our pension plan assets at December 28, 2024 and December 30, 2023, utilizing the fair value
hierarchy discussed in Note 8, “Fair Value Measurements” follow (in thousands):
December 28, 2024
December 30, 2023
Level 1
Levels 2 & 3
Level 1
Levels 2 & 3
Asset Category
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,230 $
— $
7,934 $
—
Equity securities:
U.S. mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,856
— 13,561
—
Foreign mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,814
— 14,594
—
U.S. common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,367
— 55,185
—
Foreign common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,669
— 11,410
—
Fixed income securities:
U.S. mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,355
— 62,099
—
Total fair value of pension plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 176,291 $
— $ 164,783 $
—
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 $57.4 million of U.S. common stocks in the investment
portfolio at December 28, 2024, $2.8 million was invested in B&G Foods’ common stock. Of the $55.2 million of U.S.
common stocks in the investment portfolio at December 30, 2023, $4.2 million was invested in B&G Foods’ common
stock.
As of December 28, 2024, pension plan benefit payments were expected to be as follows (in thousands):
Pension Plan Benefit Payments
Fiscal year:
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,820
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,384
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,969
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,582
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,237
2030 to 2034 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
54,267
We made total contributions to our company-sponsored defined benefit pension plans of $2.5 million during
fiscal 2024 and we expect to make $2.5 million of contributions to our company-sponsored defined benefit pension plans
during fiscal 2025.
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 $5.7 million, $4.6 million and $4.3 million for fiscal 2024, 2023 and 2022,
respectively.
Multi-Employer Defined Benefit Pension Plan. Prior to the closure of our Portland, Maine manufacturing
facility during the fourth quarter of 2021, we also contributed 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) on behalf of certain
employees at the Portland, Maine facility.
In connection with the closure and sale of the Portland manufacturing facility, we withdrew from participation
in the plan during the fourth quarter of 2021. As a result, we are required to make monthly withdrawal liability payments
to the plan over 20 years. These payments amount to approximately $0.9 million on an annual basis beginning
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 87 -
March 1, 2022. As of December 28, 2024, the present value of the remaining payments amounting to $12.3 million is
reflected as a liability on our consolidated balance sheet.
For more information about the closure and sale of the Portland manufacturing facility, see Note 16, “Sale of
Portland, Maine Manufacturing Facility.”
(13)
Leases
Operating Leases and Finance Lease. We determine whether an arrangement is a lease at inception. We have
operating leases and a finance lease for certain of our manufacturing facilities, distribution centers, warehouse and
storage facilities, machinery and equipment, and office equipment. Our leases have remaining lease terms of one year to
seven years, some of which include options to extend the lease term for up to ten years, and some of which include
options to terminate the lease within one year. We consider these options in determining the lease term used to establish
our right-of use assets and lease liabilities.
Operating leases and a finance lease are included in the accompanying consolidated balance sheets in the
following line items (in thousands):
December 28,
December 30,
2024
2023
Right-of-use assets:
Operating lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
55,431 $
70,046
Finance lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
773
1,832
Total lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
56,204 $
71,878
Operating lease liabilities:
Current portion of operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
17,963 $
16,939
Long-term operating lease liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . .
37,697
53,724
Total operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
55,660 $
70,663
Finance lease liabilities:
Current portion of finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
726 $
1,070
Long-term finance lease liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . . . .
—
726
Total finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
726 $
1,796
The following table shows supplemental information related to leases (in thousands):
Fiscal 2024
Fiscal 2023
Fiscal 2022
Operating cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities . . . . $
19,795
$
18,678 $
16,845
Cash paid for amounts included in the measurement of finance lease liabilities . . . . . . $
1,099
$
1,099 $
732
The components of operating lease costs were as follows:
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
12,548
$
11,852 $
10,294
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,839
6,909
6,614
Total operating lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
19,387
$
18,761 $
16,908
The components of finance lease costs were as follows:
Depreciation of finance right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,058
$
1,058 $
638
Interest on finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
54
44
Total finance lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,088
$
1,112 $
682
Total net lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
20,475
$
19,873 $
17,590
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 88 -
Total rent expense was $20.6 million, $20.5 million and $19.3 million, including the operating lease costs of
$19.4 million, $18.8 million and $16.9 million stated above, for fiscal 2024, 2023 and 2022, respectively.
Because neither our operating leases nor our finance lease provide an implicit rate, we use our incremental
borrowing rate based on the information available at commencement date in determining the present value of lease
payments. We have lease agreements that contain both lease and non-lease components. With the exception of our real
estate leases, we account for our leases as a single lease component.
The following table shows the weighted average lease term and weighted average discount rate for our ROU
assets:
December 28,
December 30,
2024
2023
Weighted average remaining lease term (years)
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.3
4.9
Finance lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7
1.7
Weighted average discount rate
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.77%
3.77%
Finance lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.30%
2.30%
As of December 28, 2024, the maturities of lease liabilities were as follows (in thousands):
Operating Leases Finance Lease Total Maturities of Lease Liabilities
Fiscal year:
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
19,636 $
732 $
20,368
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,171
—
14,171
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,579
—
9,579
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,005
—
8,005
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,436
—
3,436
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,389
—
5,389
Total undiscounted future minimum lease payments . . . . . . . . .
60,216
732
60,948
Less: Imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,556)
(6)
(4,562)
Total present value of future lease liabilities . . . . . . . . . . . . . . .
$
55,660 $
726 $
56,386
(14)
Commitments and Contingencies
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 2024, 2023 or 2022 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 28, 2024, 1,426 of our 2,784 employees, or approximately
51.2%, were covered by collective bargaining agreements. As of the date of this report, only one of our collective
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 89 -
bargaining agreements expires in the next twelve months. The collective bargaining agreement for our Ankeny, Iowa
facility, which covers approximately 321 employees, is scheduled to expire on April 6, 2025.
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 Ankeny 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.
Severance and Change of Control Agreements. We have employment agreements with our chief executive
officer and each of our executive vice presidents. 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
certain cases, accelerated vesting under compensation plans.
(15)
Incentive Plans
Annual Bonus Plan. Annually, the compensation committee of 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 the attainment of
applicable company-wide and business unit financial objectives. Awards are normally paid in cash in a lump sum
following the close of each plan year. Accrued expenses in the accompanying consolidated balance sheet includes an
accrual for the annual bonus of $6.9 million and $11.1 million as of December 28, 2024 and December 30, 2023,
respectively.
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 Omnibus Plan. Our stockholders approved the Omnibus Plan at our annual
meeting on May 6, 2008. Our stockholders reapproved the material terms of the performance goals in our Omnibus Plan
at our annual meeting on May 16, 2013. Upon the recommendation of our compensation committee, our board of
directors in March 2017 approved (subject to stockholder approval) the amendment and restatement of the Omnibus
Plan, renamed the Omnibus Incentive Compensation Plan. Our stockholders approved the amended and restated
Omnibus Plan, including the materials terms of the performance goals, at our annual meeting on May 23, 2017. Upon the
recommendation of our compensation committee, our board of directors in March 2023 adopted an amendment to our
Omnibus Plan (subject to stockholder approval), to increase the number of shares of common stock available for
issuance under the plan by 5,000,000. Our stockholders approved the amendment at our annual meeting on
May 17, 2023.
The Omnibus Plan authorizes the grant of performance share awards, restricted stock, options, stock
appreciation rights, deferred stock, stock units, common stock and cash-based awards to employees, non-employee
directors and consultants. As of December 28, 2024, 4,912,423 shares of common stock were available for future
issuance. Some of those shares are subject to outstanding performance share 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 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 subject to
and based upon the achievement of applicable performance objectives over the applicable performance period. 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
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 90 -
threshold amount (50% of the target number of shares) up to the maximum amount (233.333% or 300.000%, as
applicable, 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 2024:
Weighted Average
Number of
Grant Date Fair Value
Performance Shares (1)
(per share)(2)
Beginning of fiscal 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,606,768
$
17.29
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,451,362
$
9.21
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
$
—
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(374,024)
$
23.66
End of fiscal 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,684,106
$
12.03
(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., 233.333% or 300.000%, as applicable, 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.
Restricted Stock. The following table details the activity in our restricted stock for fiscal 2024:
Weighted Average
Number of Shares
Grant Date Fair Value
of Restricted Stock
(per share)(1)
Beginning of fiscal 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
369,573
$
16.65
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
479,746
$
11.36
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(138,953)
$
17.73
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21,229)
$
13.03
End of fiscal 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
689,137
$
12.86
(1) 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).
Stock Options. The following table details our stock option activity for fiscal 2024 (dollars in thousands, except
per share data):
Weighted
Weighted Average
Average
Contractual Life
Aggregate
Options
Exercise Price Remaining (Years) Intrinsic Value
Outstanding at beginning of fiscal 2024 . . . . . . . . . . . . . 1,745,750 $
25.11
7.44
$
—
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,268 $
9.59
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $
—
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $
—
Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(43,445) $
30.94
Outstanding at end of fiscal 2024 . . . . . . . . . . . . . . . . . . . 1,773,573 $
24.35
6.70
$
—
Exercisable at end of fiscal 2024 . . . . . . . . . . . . . . . . . . .
802,305 $
30.09
4.89
$
—
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 91 -
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 generally based on the “simplified method” in
accordance with accounting guidance. We generally utilize 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. However, a portion of the options granted during the first quarter of 2023 were granted with exercise
prices significantly above the closing price on the date of grant. For those options, we modified the method for
determining the expected term and adjusted to or towards the full remaining contractual life. The risk-free interest rate
for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The assumptions used
in the Black-Scholes option-pricing model during fiscal 2024 and fiscal 2023 were as follows:
Fiscal 2024
Fiscal 2023
Weighted average grant date fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.32
$
2.71
Expected volatility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48.2%
39.6% - 43.3%
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.5 years
5.5 years - 8.3 years
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.4%
3.6% - 3.7%
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.9%
5.4% - 5.9%
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.”
The following table details the net number of shares of common stock issued by our company during fiscal
2024, 2023 and 2022 for share-based compensation:
Fiscal 2024 Fiscal 2023 Fiscal 2022
Number of performance shares vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
360,926
337,284
Shares withheld for tax withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(131,803)
(125,152)
Shares of common stock issued for performance share LTIAs . . . . . . . . . . . . . . . . . . . . .
—
229,123
212,132
Shares of common stock issued upon the exercise of stock options . . . . . . . . . . . . . . . . . . . .
—
—
2,227
Shares of common stock issued to non-employee directors for annual equity grants . . . . . . .
116,532
81,531
46,773
Shares of restricted common stock issued to employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
479,746
329,821
51,590
Shares of restricted stock cancelled for tax withholding upon vesting . . . . . . . . . . . . . . . . . .
(54,668)
(14,448)
(15,903)
Shares of restricted stock cancelled upon forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21,229)
(2,598)
(3,668)
Net shares of common stock issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
520,381
623,429
293,151
The following table sets forth the compensation expense recognized for share-based payments (performance
share LTIAs, restricted stock, 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
Fiscal 2024 Fiscal 2023 Fiscal 2022
Compensation expense included in cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
960 $
633 $
695
Compensation expense included in selling, general and administrative expenses . . . . . . . . . . .
7,704
6,558
3,222
Total compensation expense for share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,664 $
7,191 $ 3,917
As of December 28, 2024, there was $5.3 million of unrecognized compensation expense related to
performance share LTIAs, which is expected to be recognized over the next 2.0 fiscal years, $5.6 million of
unrecognized compensation expense related to restricted stock, which is expected to be recognized over the next 2.2
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 92 -
fiscal years, and $1.6 million of unrecognized compensation expense related to stock options, which is expected to be
recognized over the next 3.1 fiscal years.
(16)
Sale of Portland, Maine Manufacturing Facility
During the first quarter of 2022, we completed the sale of our Portland, Maine manufacturing facility and
13.5 acre property and separately sold certain equipment that had been used at the facility. We received sales proceeds
for the property and the equipment of approximately $11.1 million in the aggregate and recognized a gain of
$7.1 million, which is recorded in “Loss (gain) on sales of assets” in the accompanying consolidated statements of
operations. The positive impact during the first quarter of 2022 of the gain on sales was partially offset by approximately
$2.2 million of expenses incurred during the first quarter of 2022 relating to the closure of the facility and the transfer of
manufacturing operations.
(17)
Business Segment Information
Historically, we operated in a single industry segment. However, beginning with the first quarter of 2024, we
now operate in, and have begun reporting results by, four reportable segments. This change stemmed from our recent
formation and the evolution of our four business units: Specialty, Meals, Frozen & Vegetables and Spices & Flavor
Solutions. Prior period segment results in the consolidated financial statements and related notes in this report have been
recast to reflect the change from one reportable segment to four reportable segments.
Segment net sales, segment adjusted expenses and segment adjusted EBITDA are the primary measures used
by our chief operating decision maker (CODM) to evaluate segment operating performance and to decide how to
allocate resources to our reportable segments. Our CODM is our chief executive officer.
We define segment adjusted expenses as cost of goods sold and other expenses incurred by our business
segments to run day-to-day operations. Segment adjusted expenses and segment adjusted EBITDA exclude unallocated
corporate items, depreciation and amortization, acquisition/divestiture-related and non-recurring expenses, impairment
of intangible assets, goodwill and assets held for sale, gains and losses on sales of assets, interest expense, and income
tax expense or benefit. Unallocated corporate items consist of centrally managed corporate functions, including selling,
marketing, procurement, centralized administrative functions, insurance, and other similar expenses not directly tied to
segment operating performance. Depreciation and amortization expenses are neither maintained nor available by
reporting unit, as our manufacturing, warehouse, and distribution activities are centrally managed. These items that are
centrally managed at the corporate level, and therefore excluded from the measures of segment adjusted expenses and
segment adjusted EBITDA, are reviewed by our CODM. Our CODM also compares segment net sales and segment
adjusted EBITDA to performance-based compensation metrics to assess the performance of each segment and utilizes
this review to allocate resources, make investment decisions, and deploy assets. Expenses that are managed centrally but
can be attributed to a segment, such as warehousing and transportation expenses, are generally allocated to segments
based on net sales.
Information about total assets by operating segment is not provided or reviewed by the CODM.
B&G FOODS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 28, 2024, December 30, 2023 and December 31, 2022
- 93 -
Our reportable segment results were as follows (in thousands):
Fiscal Year Ended
December 28,
December 30,
December 31,
2024
2023
2022
Segment net sales:
Specialty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
679,076 $
722,429 $
773,295
Meals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
462,397
477,567
484,863
Frozen & Vegetables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
395,785
473,570
526,386
Spices & Flavor Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
395,196
388,747
378,456
Total segment net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,932,454
2,062,313
2,163,000
Segment adjusted expenses:
Specialty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
508,939
552,016
636,643
Meals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
361,344
374,521
388,235
Frozen & Vegetables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
386,263
446,482
480,054
Spices & Flavor Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
284,348
276,502
274,433
Total segment adjusted expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,540,894
1,649,521
1,779,365
Segment adjusted EBITDA:
Specialty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170,137
170,413
136,652
Meals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101,053
103,046
96,628
Frozen & Vegetables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,522
27,088
46,332
Spices & Flavor Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110,848
112,245
104,023
Total segment adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
391,560 $
412,792 $
383,635
Unallocated corporate expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
96,147 $
94,797 $
82,672
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,614
69,620
80,528
Acquisition/divestiture-related and non-recurring expenses . . . . . . . . . . . . .
8,938
5,877
12,921
Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,580
—
—
Loss (gain) on sales of assets, net of facility closure costs . . . . . . . . . . . . . .
135
137,798
(4,928)
Impairment of assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
106,434
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320,000
20,500
—
Impairment of property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . .
208
—
—
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157,447
151,333
124,915
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(79,258)
(935)
(7,537)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(251,251) $
(66,198) $
(11,370)
- 94 -
Schedule II
B&G FOODS, INC. AND SUBSIDIARIES
Schedule of Valuation and Qualifying Accounts
(In thousands)
Column A
Column B
Column C
Column D
Column E
Additions
Balance at Charged to
Charged to
beginning of costs and other accounts— Deductions— Balance at
Description
year
expenses
describe
describe(a)
end of year
Fiscal year ended December 31, 2022:
Allowance for doubtful accounts and discounts . . . . . . $ 1,997 $
326
— $
14 $ 2,309
Fiscal year ended December 30, 2023:
Allowance for doubtful accounts and discounts . . . . . . $ 2,309 $
185
— $
239 $ 2,255
Fiscal year ended December 28, 2024:
Allowance for doubtful accounts and discounts . . . . . . $ 2,255 $ 1,288
— $
14 $ 3,529
(a) Represents bad-debt write-offs.
- 95 -
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 our 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 28, 2024. The
effectiveness of our internal control over financial reporting as of December 28, 2024 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 GAAP. 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.
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 fourth quarter of 2024 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on
that evaluation, our chief executive officer and our chief financial officer concluded that there has been no change in our
internal control over financial reporting during the fourth quarter of 2024 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
- 96 -
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.
Rule 10b5-1 Trading Arrangements. During the fourth quarter of 2024, none of our directors or officers
adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as such terms
are defined under Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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” and “Section
16(a) Beneficial Ownership Reporting Compliance” included in our definitive proxy statement to be filed on or before
April 28, 2025, relating to the 2025 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,”
“Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation” and “Report
of the Compensation Committee” included in our definitive proxy statement to be filed on or before April 28, 2025,
relating to the 2025 annual meeting of stockholders, which information is incorporated herein by reference.
- 97 -
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 28, 2024, relating to the Omnibus Incentive Compensation Plan, which was approved by
our stockholders and under which restricted stock, options, stock appreciation rights, deferred stock, stock units,
common stock and cash-based awards to employees, non-employee directors and consultants may be granted from time
to time.
Equity Compensation Plan Information
Number of securities
remaining available for
future issuance under
Number of securities to
Weighted-average
equity compensation
be issued upon exercise
exercise price of
plans (excluding
of outstanding options, outstanding options,
securities reflected in
warrants and rights
warrants and rights
column (a))
Plan Category
(a)
(b)
(c)
Equity compensation plans approved by security holders . . .
4,134,446 (1) $
24.35 (2)
777,977 (1)
Equity compensation plans not approved by security
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,134,446 (1) $
24.35 (2)
777,977 (1)
(1) Includes 1,773,573 stock options and 2,360,873 performance share LTIAs outstanding as of December 28, 2024, under the
Omnibus Incentive Compensation Plan. Excludes 323,233 shares of common stock that could have been issued under the
Omnibus Incentive Compensation Plan in respect of performance share LTIAs for the 2022 to 2024 performance period because
the performance goals for the 2022 to 2024 performance period were not satisfied. For purposes of this table, performance share
LTIAs include the maximum number of shares (i.e., 233.333% or 300.000% of the target number of shares) of common stock
that, as of December 28, 2024, may be issued under the 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. As a result, columns (a) and (c) overstate the expected dilution.
(2) Reflects the weighted average exercise price of 1,773,573 stock options outstanding as of December 28, 2024 under the Omnibus
Incentive Compensation Plan. The 2,360,873 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
April 28, 2025 relating to the 2025 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
April 28, 2025, relating to the 2025 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 April 28, 2025, relating to the
2025 annual meeting of stockholders, which information is incorporated herein by reference.
- 98 -
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023 . . . . . . . . . . . . . . . . . . . . . .
57
Consolidated Statements of Operations for the fiscal years ended December 28, 2024,
December 30, 2023 and December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Consolidated Statements of Comprehensive Loss for the fiscal years ended December 28, 2024,
December 30, 2023 and December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended
December 28, 2024, December 30, 2023 and December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024,
December 30, 2023 and December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
(3) Exhibits
- 99 -
EXHIBIT
NO.
DESCRIPTION
3.1
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).
3.2
Bylaws of B&G Foods, Inc., as amended and restated through November 8, 2022 (Filed as Exhibit 3.2 to
B&G Foods’ Current Report on Form 8-K filed on November 9, 2022, and incorporated by reference
herein).
4.1
Description of the securities of B&G Foods, Inc. registered pursuant to Section 12 of the Securities
Exchange Act of 1934 (Filed as Exhibit 4.1 to B&G Foods’ Annual Report on Form 10-K filed on
February 26, 2020, and incorporated by reference herein).
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).
4.3
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).
4.4
Tenth Supplemental Indenture, dated as of September 26, 2019, among B&G Foods, Inc., the Guarantors
(as defined therein), and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the
5.25% senior notes due 2027 (Filed as Exhibit 4.1 to B&G Foods’ Current Report on Form 8-K filed on
September 26, 2019, and incorporated by reference herein).
4.5
Form of 5.25% Senior Note due 2027 (Included in Exhibit 4.4).
4.6
Indenture, dated as of September 26, 2023, among B&G Foods, Inc., the Guarantors (as defined therein),
and The Bank of New York Mellon Trust Company, N.A. as trustee and notes collateral agent, relating to
the 8.00% senior secured notes due 2028 (Filed as Exhibit 4.1 to B&G Foods’ Current Report on Form 8-K
filed on September 26, 2023, and incorporated by reference herein).
4.7
Form of 8.00% Senior Secured Notes due 2028 (Included in Exhibit 4.6).
10.1
Eighth Amendment to Credit Agreement, dated as of July 12, 2024, to the Amended and Restated Credit
Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the
subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other
financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as
administrative agent for the lenders and as collateral agent for the secured parties (Filed as Exhibit 10.1 to
B&G Foods’ Current Report on Form 8-K filed on July 15, 2024, and incorporated by reference herein).
10.2
Guarantee and Collateral Agreement, dated as of June 5, 2014, among B&G Foods, Inc., B&G Foods
North America, Inc., 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
Collateral Agreement, dated as of September 26, 2023, among B&G Foods, Inc. and certain subsidiaries of
B&G Foods, Inc. from time to time party thereto, as grantors in favor of The Bank of New York Mellon
Trust Company, N.A., as notes collateral agent (Filed as Exhibit 10.2 to B&G Foods’ Current Report on
Form 8-K filed on September 26, 2023, and incorporated by reference herein).
10.4
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).
- 100 -
EXHIBIT
NO.
DESCRIPTION
10.5
First Amendment to Amended and Restated Employment Agreement, dated March 10, 2020, between
B&G Foods, Inc. and Scott E. Lerner (Filed as Exhibit 10.1 to B&G Foods’ Current Report on Form 8-K
filed on March 11, 2020, and incorporated by reference herein).
10.6
Employment Agreement, dated as of August 1, 2017, between Bruce C. Wacha and B&G Foods, Inc.
(Filed as Exhibit 10.1 to B&G Foods Quarterly Report on Form 10-Q filed on November 3, 2017, and
incorporated herein by reference).
10.7
First Amendment to Employment Agreement, dated as of November 6, 2017, between, Bruce C. Wacha
and B&G Foods, Inc. (Filed as Exhibit 10.2 to B&G Foods’ Current Report on Form 8-K filed on
November 7, 2017, and incorporated by reference herein).
10.8
Employment Agreement, dated as of February 26, 2019, between Jordan E. Greenberg and B&G Foods,
Inc. (Filed as Exhibit 10.3 to B&G Foods’ Current Report on Form 8-K filed on March 1, 2019, and
incorporated by reference herein).
10.9
Employment Agreement, dated as of February 26, 2019, between Ellen M. Schum and B&G Foods, Inc.
(Filed as Exhibit 10.4 to B&G Foods’ Current Report on Form 8-K filed on March 1, 2019, and
incorporated by reference herein).
10.10
Employment Agreement, dated as of May 11, 2021, between Kenneth C. “Casey” Keller and B&G Foods,
Inc. (Filed as Exhibit 10.1 to B&G Foods’ Current Report on Form 8 K filed on May 12, 2021, and
incorporated by reference herein).
10.11
B&G Foods, Inc. Omnibus Incentive Compensation Plan, as amended and restated on May 27, 2023 (Filed
as Annex A to B&G Foods’ Definitive Proxy Statement on Schedule 14A, filed on March 30, 2023, and
incorporated by reference herein).
10.12
Form of B&G Foods, Inc. Performance Share Long-Term Incentive Award Agreement (Filed as Exhibit
10.1 to B&G Foods’ Quarterly Report on Form 10-Q filed on May 7, 2019, and incorporated by reference
herein).
10.13
Form of B&G Foods, Inc. Stock Option Agreement (Non-Qualified Stock Option) (Filed as Exhibit 10.2 to
B&G Foods’ Quarterly Report on Form 10-Q filed on May 7, 2019, and incorporated by reference herein).
10.14
Form of B&G Foods, Inc. Non-Employee Director Stock Option Agreement (Non-Qualified Stock Option)
(Filed as Exhibit 10.3 to B&G Foods’ Quarterly Report on Form 10-Q filed on May 7, 2019, and
incorporated by reference herein).
10.15
Form of B&G Foods, Inc. Restricted Stock Award Agreement (Filed as Exhibit 10.4 to B&G Foods’
Quarterly Report on Form 10-Q filed on May 7, 2019, and incorporated by reference herein).
19.1
B&G Foods, Inc. Statement of Policy Concerning Trading in the Company’s Securities, as amended and
restated on February 24, 2025.
22.1
Guarantor Subsidiaries (Filed as Exhibit 22.1 to B&G Foods’ Quarterly Report on Form 10-Q filed on
November 5, 2024, and incorporated by reference herein).
23.1
Consent of KPMG LLP.
31.1
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the
Chief Executive Officer.
- 101 -
EXHIBIT
NO.
DESCRIPTION
31.2
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the
Chief Financial Officer.
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, of the Chief Executive Officer and Chief Financial Officer.
97.1
B&G Foods, Inc. Clawback Policy, dated November 13, 2023 (Filed as Exhibit 97.1 to B&G Foods’
Annual Report on Form 10-K filed on February 28, 2024, and incorporated by reference herein).
101
The following financial information from B&G Foods’ Annual Report for the fiscal year ended
December 28, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the
Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated
Statements of Comprehensive Loss, (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.
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 28, 2024,
formatted in iXBRL and contained in Exhibit 101.
Item 16. Form 10-K Summary.
None.
- 102 -
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: February 25, 2025
B&G FOODS, INC.
By: /s/ Bruce C. Wacha
Bruce C. Wacha
Executive Vice President of Finance
and Chief Financial 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
Chairman of the Board of Directors
February 25, 2025
Stephen C. Sherrill
/s/ Kenneth C. Keller
President, Chief Executive Officer and Director
February 25, 2025
Kenneth C. Keller
(Principal Executive Officer)
/s/ Bruce C. Wacha
Executive Vice President of Finance and Chief Financial Officer
February 25, 2025
Bruce C. Wacha
(Principal Financial Officer)
/s/ Michael D. Adasczik
Vice President of Finance and Chief Accounting Officer
February 25, 2025
Michael D. Adasczik
(Principal Accounting Officer)
/s/ DeAnn L. Brunts
Director
February 25, 2025
DeAnn L. Brunts
/s/ Debra Martin Chase
Director
February 25, 2025
Debra Martin Chase
/s/ Charles F. Marcy
Director
February 25, 2025
Charles F. Marcy
/s/ Robert D. Mills
Director
February 25, 2025
Robert D. Mills
/s/ Dennis M. Mullen
Director
February 25, 2025
Dennis M. Mullen
/s/ Cheryl M. Palmer
Director
February 25, 2025
Cheryl M. Palmer
/s/ Alfred Poe
Director
February 25, 2025
Alfred Poe
/s/ David L. Wenner
Director
February 25, 2025
David L. Wenner
Exhibit 31.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
I, Kenneth C. Keller, certify that:
1.
I have reviewed this annual report on Form 10-K of B&G Foods, Inc.;
2.
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: February 25, 2025
/s/ KENNETH C. KELLER
Kenneth C. Keller
Chief Executive Officer
Exhibit 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
I, Bruce C. Wacha, certify that:
1.
I have reviewed this annual report on Form 10-K of B&G Foods, Inc.;
2.
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: February 25, 2025
/s/ BRUCE C. WACHA
Bruce C. Wacha
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of B&G Foods, Inc. (the “Company”) on Form 10-K for the period ended
December 28, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth
C. Keller, Chief Executive Officer of the Company and I, Bruce C. Wacha, 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/ KENNETH C. KELLER
Kenneth C. Keller
Chief Executive Officer
February 25, 2025
/s/ BRUCE C. WACHA
Bruce C. Wacha
Chief Financial Officer
February 25, 2025
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.
© 2025 B&G Foods, Inc. All rights reserved.
Tis Annual Report includes certain forward-looking statements that are based
upon current expectations and are subject to a number of risks and uncertain-
ties. Please see “Forward-Looking Statements” beginning on page 3 of this
Annual Report.
Company Information
Board of Directors
Stephen C. Sherrill
Chair of the Board
Director since 1996
Kenneth C. Keller
President and Chief Executive Officer
Director since 2021
DeAnn L. Brunts
Director since 2015
Debra Martin Chase
Director since 2020
Charles F. Marcy
Director since 2010
Robert D. Mills
Director since 2018
Dennis M. Mullen
Director since 2006
Cheryl M. Palmer
Director since 2010
Alfred Poe
Director since 1997
David L. Wenner
Director since 1997
Executive Officers
Kenneth C. Keller
President and Chief Executive Officer
Bruce C. Wacha
Executive Vice President of Finance and
Chief Financial Officer
Eric H. Hart
Executive Vice President of Human Resources and
Chief Human Resources Officer
Scott E. Lerner
Executive Vice President, General Counsel,
Secretary and Chief Compliance Officer
Martin C. Schoch
Executive Vice President of Supply Chain
Jordan E. Greenberg
Executive Vice President and
President of Spices & Flavor Solutions
Ellen M. Schum
Executive Vice President and
President of Specialty
Andrew D. Vogel
Executive Vice President and
President of Meals
Kristen Tompson
Senior Vice President and
President of Frozen & Vegetables
Corporate headquarters
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, NJ 07054
Telephone: 973.401.6500
Website: www.bgfoods.com
Stock Exchange Listlng
B&G Foods’ common stock is traded on the
New York Stock Exchange under the ticker symbol BGS.
corporate news releases and sec filings
Corporate news releases and SEC filings, including Forms
10-K, 10-Q and 8-K are available free of charge in the
Investor Relations section of our website, www.bgfoods.com.
If you do not have internet access, you may contact
ICR, Inc. at the address and telephone number listed below
to request these materials.
Investor Relations
Inquiries and requests regarding this annual report and other
stockholder questions should be directed to:
ICR, Inc.
685 Tird Avenue, 2nd Floor, New York, NY 10017
Attn: Anna Kate Heller
Telephone: 866.211.8151
Please also visit the Investor Relations section of our website,
www.bgfoods.com.
Transfer Agent and Registrar
Computershare Investor Services
P.O. Box 43006
Providence, RI 02940
Private Couriers/Registered Mail:
Computershare Investor Services
150 Royall Street, Suite 101
Canton, MA 02021
Telephone: 877.373.6374
Website: www.computershare.com
Hearing Impaired #: TDD: 800.952.9245
Independent Registered Public
Accounting Firm
KPMG LLP
150 John F. Kennedy Parkway
Short Hills, NJ 07078
Annual Meeting
Te annual meeting of stockholders will be held on Tursday,
May 15, 2025, at 11:00 a.m., Eastern Time, in a virtual-only
format at https://meetnow.global/MDU4NM5.
™