10-Q 1 bgs-20240330x10q.htm 10-Q
0001278027--12-302024Q1false007862441979051492P5Yhttp://fasb.org/us-gaap/2023#GainLossOnDispositionOfAssets1204000000001278027us-gaap:RetainedEarningsMember2024-03-300001278027us-gaap:AdditionalPaidInCapitalMember2024-03-300001278027us-gaap:AccumulatedTranslationAdjustmentMember2024-03-300001278027us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-300001278027us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-03-300001278027us-gaap:RetainedEarningsMember2023-12-300001278027us-gaap:AdditionalPaidInCapitalMember2023-12-300001278027us-gaap:AccumulatedTranslationAdjustmentMember2023-12-300001278027us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-300001278027us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-300001278027us-gaap:RetainedEarningsMember2023-04-010001278027us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-010001278027us-gaap:RetainedEarningsMember2022-12-310001278027us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001278027us-gaap:RestrictedStockMemberus-gaap:CommonClassAMember2023-12-312024-03-300001278027us-gaap:RestrictedStockMemberus-gaap:CommonClassAMember2023-01-012023-04-010001278027us-gaap:RestrictedStockMemberus-gaap:ShareBasedPaymentArrangementEmployeeMemberus-gaap:CommonClassAMember2023-12-312024-03-300001278027us-gaap:RestrictedStockMemberus-gaap:ShareBasedPaymentArrangementEmployeeMemberus-gaap:CommonClassAMember2023-01-012023-04-010001278027us-gaap:EmployeeStockOptionMember2023-01-012023-12-300001278027us-gaap:EmployeeStockOptionMember2023-12-300001278027us-gaap:EmployeeStockOptionMember2023-12-312024-03-300001278027us-gaap:EmployeeStockOptionMember2024-03-300001278027bgs:AtMarketEquityOfferingMember2023-05-170001278027srt:MinimumMemberus-gaap:EmployeeStockOptionMember2023-01-012023-04-010001278027srt:MaximumMemberus-gaap:EmployeeStockOptionMember2023-01-012023-04-010001278027us-gaap:EmployeeStockOptionMember2023-01-012023-04-010001278027us-gaap:PerformanceSharesMemberus-gaap:CommonClassAMember2023-01-012023-04-010001278027us-gaap:RestrictedStockMember2024-03-300001278027us-gaap:PerformanceSharesMember2024-03-300001278027us-gaap:RestrictedStockMember2023-12-300001278027us-gaap:PerformanceSharesMember2023-12-300001278027us-gaap:RestrictedStockMember2023-12-312024-03-300001278027us-gaap:PerformanceSharesMember2023-12-312024-03-300001278027bgs:GreenGiantAndLaSueurBrandsMember2023-12-312024-03-300001278027bgs:BackToNatureFoodsCompanyLlcMember2023-12-312024-03-300001278027us-gaap:CommonStockMember2023-12-312024-03-300001278027us-gaap:CommonStockMember2023-01-012023-04-010001278027srt:MaximumMemberus-gaap:LineOfCreditMember2024-03-300001278027bgs:SeniorSecuredNotes8.00PercentNote2028Member2023-09-262023-09-260001278027us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-312024-03-300001278027us-gaap:AccumulatedTranslationAdjustmentMember2023-12-312024-03-300001278027us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-04-010001278027us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-312024-03-300001278027us-gaap:RetainedEarningsMember2023-12-312024-03-300001278027us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:LineOfCreditMember2024-03-300001278027us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberbgs:SeniorNotes5.25PercentNote2025Member2024-03-300001278027us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberbgs:TrancheBTermLoan1Member2024-03-300001278027us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberbgs:SeniorSecuredNotes8.00PercentNote2028Member2024-03-300001278027us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberbgs:SeniorNotes5.25PercentNote2027Member2024-03-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:LineOfCreditMember2024-03-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberbgs:TrancheBTermLoan1Member2024-03-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberbgs:SeniorSecuredNotes8.00PercentNote2028Member2024-03-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberbgs:SeniorNotes5.25PercentNote2027Member2024-03-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberbgs:SeniorNotes5.25PercentNote2025Member2024-03-300001278027us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:LineOfCreditMember2023-12-300001278027us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberbgs:SeniorNotes5.25PercentNote2025Member2023-12-300001278027us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberbgs:TrancheBTermLoan1Member2023-12-300001278027us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberbgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-300001278027us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberbgs:SeniorNotes5.25PercentNote2027Member2023-12-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:LineOfCreditMember2023-12-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberbgs:TrancheBTermLoan1Member2023-12-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberbgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberbgs:SeniorNotes5.25PercentNote2027Member2023-12-300001278027us-gaap:CarryingReportedAmountFairValueDisclosureMemberbgs:SeniorNotes5.25PercentNote2025Member2023-12-300001278027us-gaap:LineOfCreditMember2023-12-312024-03-300001278027us-gaap:LetterOfCreditMember2024-03-300001278027srt:MaximumMember2024-03-300001278027us-gaap:TrademarksMember2024-03-300001278027us-gaap:TrademarksMember2023-12-300001278027bgs:BackToNatureBrandMember2023-12-312024-03-300001278027us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2023-12-312024-03-300001278027us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-312024-03-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:BackToNatureBrandMember2022-07-012022-09-300001278027us-gaap:OperatingSegmentsMemberbgs:SpicesFlavorSolutionsSegmentMember2024-03-300001278027us-gaap:OperatingSegmentsMemberbgs:SpecialtySegmentMember2024-03-300001278027us-gaap:OperatingSegmentsMemberbgs:MealsSegmentMember2024-03-300001278027us-gaap:OperatingSegmentsMemberbgs:SpicesFlavorSolutionsSegmentMember2023-12-300001278027us-gaap:OperatingSegmentsMemberbgs:SpecialtySegmentMember2023-12-300001278027us-gaap:OperatingSegmentsMemberbgs:MealsSegmentMember2023-12-300001278027us-gaap:OperatingSegmentsMemberbgs:FrozenVegetablesSegmentMember2023-12-300001278027us-gaap:TrademarksMember2024-03-300001278027us-gaap:CustomerRelationshipsMember2024-03-300001278027us-gaap:TrademarksMember2023-12-300001278027us-gaap:CustomerRelationshipsMember2023-12-300001278027us-gaap:EmployeeStockOptionMemberbgs:Ltia20192023PlanMember2024-03-300001278027us-gaap:RestrictedStockMemberbgs:Ltia20192023PlanMember2024-03-300001278027us-gaap:PerformanceSharesMemberbgs:Ltia20192023PlanMember2024-03-300001278027us-gaap:RestrictedStockMemberbgs:Ltia20192023PlanMember2023-12-312024-03-300001278027us-gaap:PerformanceSharesMemberbgs:Ltia20192023PlanMember2023-12-312024-03-300001278027us-gaap:EmployeeStockOptionMemberbgs:Ltia20192023PlanMember2023-12-312024-03-300001278027us-gaap:RetainedEarningsMember2023-01-012023-04-0100012780272023-01-012023-12-3000012780272023-01-032023-01-030001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMember2023-01-012024-03-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMember2023-01-012023-12-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberus-gaap:CustomerRelationshipsMemberbgs:GreenGiantU.sMember2024-03-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMemberus-gaap:TrademarksMember2024-03-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberus-gaap:CustomerRelationshipsMemberbgs:BackToNatureBrandMember2023-01-030001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:BackToNatureBrandMemberus-gaap:TrademarksMember2023-01-030001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:BackToNatureBrandMember2022-12-150001278027bgs:TrancheBTermLoan2026Memberus-gaap:SubsequentEventMember2024-04-300001278027srt:MaximumMemberbgs:SeniorSecuredNotes8.00PercentNote2028Member2024-03-300001278027bgs:SeniorNotes5.25PercentNote2025Member2023-01-012023-12-300001278027us-gaap:DebtInstrumentRedemptionPeriodTwoMemberbgs:SeniorNotes5.25PercentNote2027Member2023-12-312024-03-300001278027us-gaap:DebtInstrumentRedemptionPeriodThreeMemberbgs:SeniorNotes5.25PercentNote2027Member2023-12-312024-03-300001278027us-gaap:DebtInstrumentRedemptionPeriodOneMemberbgs:SeniorNotes5.25PercentNote2027Member2023-12-312024-03-300001278027us-gaap:DebtInstrumentRedemptionPeriodOneMemberbgs:SeniorNotes5.25PercentNote2025Member2023-12-312024-03-300001278027bgs:RedemptionPriorToSeptember152025Memberbgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-312024-03-300001278027bgs:RedemptionOnOrAfterSeptember152027Memberbgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-312024-03-300001278027bgs:RedemptionOnOrAfterSeptember152026Memberbgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-312024-03-300001278027bgs:RedemptionBeginningSeptember152025Memberbgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-312024-03-300001278027bgs:SeniorNotes5.25PercentNote2027Member2024-03-300001278027bgs:SeniorNotes4.625PercentNotesDue2021Member2024-03-300001278027bgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-300001278027bgs:SeniorNotes5.25PercentNote2027Member2023-12-300001278027bgs:SeniorNotes5.25PercentNote2025Member2023-12-300001278027bgs:SeniorSecuredNotes8.00PercentNote2028Member2023-10-100001278027bgs:SeniorNotes5.25PercentNote2025Member2023-10-100001278027bgs:SeniorSecuredNotes8.00PercentNote2028Member2024-03-300001278027bgs:SeniorNotes5.25PercentNote2025Member2024-03-300001278027bgs:TrancheBTermLoan1Member2023-12-300001278027bgs:TrancheBTermLoanFacilityMemberus-gaap:SubsequentEventMember2024-04-300001278027bgs:SeniorSecuredNotes8.00PercentNote2028Memberus-gaap:SubsequentEventMember2024-04-300001278027us-gaap:LineOfCreditMember2024-03-300001278027bgs:TrancheBTermLoan2026Member2024-03-300001278027bgs:SeniorSecuredNotes8.00PercentNote2028Member2024-03-300001278027bgs:SeniorNotes5.25PercentNote2027Member2024-03-300001278027bgs:SeniorNotes5.25PercentNote2025Member2024-03-300001278027us-gaap:LineOfCreditMember2023-12-300001278027bgs:TrancheBTermLoan2026Member2023-12-300001278027bgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-300001278027bgs:SeniorNotes5.25PercentNote2027Member2023-12-300001278027bgs:SeniorNotes5.25PercentNote2025Member2023-12-300001278027srt:MinimumMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2023-12-312024-03-300001278027srt:MaximumMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2023-12-312024-03-300001278027srt:MaximumMemberus-gaap:LineOfCreditMember2023-12-312024-03-300001278027srt:MinimumMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2023-07-012023-07-010001278027srt:MaximumMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2023-07-012023-07-010001278027srt:MinimumMemberus-gaap:LineOfCreditMember2023-07-012023-07-010001278027srt:MaximumMemberus-gaap:LineOfCreditMember2023-07-012023-07-010001278027bgs:TrancheBTermLoanFacilityMemberus-gaap:BaseRateMember2023-07-012023-07-010001278027bgs:TrancheBTermLoanFacilityMemberbgs:ApplicableMarginMember2023-07-012023-07-010001278027bgs:TrancheBTermLoanFacilityMemberus-gaap:BaseRateMember2023-04-022023-07-010001278027bgs:TrancheBTermLoanFacilityMemberbgs:ApplicableMarginMember2023-04-022023-07-010001278027us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:GeographicDistributionForeignMember2023-12-312024-03-300001278027bgs:OtherThanWalMartMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-12-312024-03-300001278027bgs:OtherThanWalMartMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2023-12-312024-03-300001278027bgs:OtherThanWalMartMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2023-01-012023-12-300001278027us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:GeographicDistributionForeignMember2023-01-012023-04-010001278027bgs:OtherThanWalMartMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-04-010001278027us-gaap:CommonStockMember2024-03-300001278027us-gaap:CommonStockMember2023-12-300001278027us-gaap:CommonStockMember2023-04-010001278027us-gaap:CommonStockMember2022-12-310001278027bgs:AtMarketEquityOfferingMember2024-03-3000012780272023-04-0100012780272022-12-310001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMember2024-03-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:BackToNatureBrandMember2022-10-012022-12-310001278027us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-12-312024-03-300001278027us-gaap:CostOfSalesMember2023-12-312024-03-300001278027us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-04-010001278027us-gaap:CostOfSalesMember2023-01-012023-04-010001278027us-gaap:AdditionalPaidInCapitalMember2023-01-012023-04-010001278027us-gaap:AdditionalPaidInCapitalMember2023-12-312024-03-3000012780272024-05-010001278027srt:MinimumMemberus-gaap:PerformanceSharesMember2023-12-312024-03-300001278027srt:MaximumMemberus-gaap:PerformanceSharesMember2023-12-312024-03-300001278027us-gaap:CommonClassAMember2023-12-312024-03-300001278027us-gaap:CommonClassAMember2023-01-012023-04-010001278027us-gaap:MeasurementInputDiscountRateMember2024-03-300001278027us-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMember2023-12-312024-03-3000012780272022-01-012022-12-310001278027bgs:CollectiveBargainingAgreementCoveringTerreHauteFacilityMemberus-gaap:WorkforceSubjectToCollectiveBargainingArrangementsExpiringWithinOneYearMember2024-03-300001278027bgs:CollectiveBargainingAgreementCoveringBrooklynFacilityMemberus-gaap:WorkforceSubjectToCollectiveBargainingArrangementsExpiringWithinOneYearMember2024-03-300001278027bgs:CollectiveBargainingAgreementCoveringAnkeyFacilityMemberus-gaap:WorkforceSubjectToCollectiveBargainingArrangementsExpiringWithinOneYearMember2024-03-300001278027us-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMember2024-03-300001278027us-gaap:LetterOfCreditMember2023-12-312024-03-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:BackToNatureBrandMember2023-12-3000012780272023-12-300001278027srt:MinimumMember2023-12-312024-03-300001278027srt:MaximumMember2023-12-312024-03-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMember2023-12-312024-03-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMember2023-10-012023-12-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:BackToNatureBrandMember2023-01-030001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMember2023-07-022023-09-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:BackToNatureBrandMember2023-01-032023-01-030001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMember2023-09-300001278027us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberbgs:GreenGiantU.sMember2023-12-3000012780272024-03-300001278027bgs:SeniorSecuredNotes8.00PercentNote2028Member2023-12-312024-03-300001278027bgs:SeniorNotes5.25PercentNote2025Member2023-10-120001278027bgs:TrancheBTermLoan2026Member2023-01-012023-04-010001278027bgs:SeniorSecuredNotes8.00PercentNote2028Member2023-09-260001278027bgs:SeniorNotes5.25PercentNote2027Member2019-09-260001278027bgs:SeniorNotes5.25PercentNote2025Member2017-11-200001278027bgs:SeniorNotes5.25PercentNote2025Member2017-04-030001278027srt:MaximumMemberbgs:QuartersEndingMarch302024AndThereafterMemberus-gaap:LineOfCreditMember2023-12-312024-03-300001278027srt:MaximumMemberbgs:QuarterEndingDecember302023Memberus-gaap:LineOfCreditMember2023-12-312024-03-300001278027srt:MaximumMemberbgs:FromOctober12022ToSeptember302023Memberus-gaap:LineOfCreditMember2023-12-312024-03-300001278027us-gaap:LineOfCreditMember2022-06-282022-07-020001278027srt:MaximumMemberus-gaap:LineOfCreditMember2022-06-272022-06-270001278027srt:MinimumMemberus-gaap:LineOfCreditMember2023-12-312024-03-300001278027bgs:TopTenCustomersMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-12-312024-03-300001278027bgs:TopTenCustomersMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2023-12-312024-03-300001278027bgs:TopTenCustomersMemberus-gaap:AccountsReceivableMemberus-gaap:CreditConcentrationRiskMember2023-01-012023-12-300001278027bgs:TopTenCustomersMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-04-010001278027us-gaap:WorkforceSubjectToCollectiveBargainingArrangementsExpiringWithinOneYearMember2023-12-312024-03-300001278027us-gaap:OperatingSegmentsMemberbgs:SpicesFlavorSolutionsSegmentMember2023-12-312024-03-300001278027us-gaap:OperatingSegmentsMemberbgs:SpecialtySegmentMember2023-12-312024-03-300001278027us-gaap:OperatingSegmentsMemberbgs:MealsSegmentMember2023-12-312024-03-300001278027us-gaap:OperatingSegmentsMemberbgs:FrozenVegetablesSegmentMember2023-12-312024-03-300001278027us-gaap:OperatingSegmentsMember2023-12-312024-03-300001278027us-gaap:CorporateNonSegmentMember2023-12-312024-03-300001278027us-gaap:OperatingSegmentsMemberbgs:SpicesFlavorSolutionsSegmentMember2023-01-012023-04-010001278027us-gaap:OperatingSegmentsMemberbgs:SpecialtySegmentMember2023-01-012023-04-010001278027us-gaap:OperatingSegmentsMemberbgs:MealsSegmentMember2023-01-012023-04-010001278027us-gaap:OperatingSegmentsMemberbgs:FrozenVegetablesSegmentMember2023-01-012023-04-010001278027us-gaap:OperatingSegmentsMember2023-01-012023-04-010001278027us-gaap:CorporateNonSegmentMember2023-01-012023-04-0100012780272023-12-312024-03-3000012780272023-01-012023-04-01iso4217:USDbgs:customerxbrli:purebgs:segmentbgs:planbgs:employeexbrli:sharesiso4217:USDxbrli:shares

As filed with the Securities and Exchange Commission on May 8, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarterly period ended March 30, 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

13-3918742

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

Four Gatehall Drive, Parsippany, New Jersey

07054

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (973) 401-6500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BGS

New York Stock Exchange

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

As of May 1, 2024, the registrant had 79,051,120 shares of common stock, par value $0.01 per share, issued and outstanding.

B&G Foods, Inc. and Subsidiaries

Index

r

Page No.

PART I FINANCIAL INFORMATION

1

Item 1. Financial Statements (Unaudited)

1

Consolidated Balance Sheets

1

Consolidated Statements of Operations

2

Consolidated Statements of Comprehensive (Loss) Income

3

Consolidated Statements of Changes in Stockholders’ Equity

4

Consolidated Statements of Cash Flows

5

Notes to Consolidated Financial Statements

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

Item 3. Quantitative and Qualitative Disclosures About Market Risk

39

Item 4. Controls and Procedures

41

PART II OTHER INFORMATION

42

Item 1. Legal Proceedings

42

Item 1A. Risk Factors

42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

42

Item 3. Defaults Upon Senior Securities

42

Item 4. Mine Safety Disclosures

42

Item 5. Other Information

42

Item 6. Exhibits

43

SIGNATURE

44

- i -

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 ability of our company and our supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages;
the impact pandemics or disease outbreaks, such as the COVID-19 pandemic, may have on our business, including among other things, our supply chain, our manufacturing operations, our workforce and customer and consumer demand for our products;
our ability to recruit and retain senior management and a highly skilled and diverse workforce at our corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters;
the risks associated with the expansion of our business;
our possible inability to identify new acquisitions or to integrate recent or future acquisitions, or our failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions;
our ability to successfully complete the integration of recent or future acquisitions into our enterprise resource planning (ERP) system;
tax reform and legislation, including the effects of the Infrastructure Investment and Jobs Act, the Inflation Reduction Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and any future tax reform or legislation;
our ability to access the credit markets and our borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of our competitors;
unanticipated expenses, including, without limitation, litigation or legal settlement expenses;
the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar;
the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on our international procurement, sales and operations;

- ii -

future impairments of our goodwill and intangible assets;
our ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak;
our ability to successfully implement our sustainability initiatives and achieve our sustainability goals, and changes to environmental laws and regulations;
other factors that affect the food industry generally, including:
orecalls 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;
ocompetitors’ pricing practices and promotional spending levels;
ofluctuations 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
othe 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 and in our other public filings with the Securities and Exchange Commission (SEC), including under Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K filed with the SEC on February 28, 2024, and Part, II, Item 1A, “Risk Factors,” in this report.

Developments in any of these areas could cause our results to differ materially from results that have been or may be projected by 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 section of this report titled “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.

- iii -

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

B&G Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

March 30,

    

December 30,

2024

    

2023

Assets

Current assets:

Cash and cash equivalents

$

42,460

$

41,094

Trade accounts receivable, net

 

136,011

 

143,015

Inventories

 

560,589

 

568,980

Prepaid expenses and other current assets

 

42,962

 

41,747

Income tax receivable

 

3,299

 

7,988

Total current assets

 

785,321

 

802,824

Property, plant and equipment, net of accumulated depreciation of $438,888 and $426,084 as of March 30, 2024 and December 30, 2023, respectively

 

296,004

 

302,288

Operating lease right-of-use assets

66,361

70,046

Finance lease right-of-use assets

1,568

1,832

Goodwill

 

548,661

 

619,399

Other intangible assets, net

 

1,622,335

 

1,627,836

Other assets

 

24,307

 

23,484

Deferred income taxes

 

15,967

 

15,581

Total assets

$

3,360,524

$

3,463,290

Liabilities and Stockholders’ Equity

Current liabilities:

Trade accounts payable

$

132,907

$

123,778

Accrued expenses

 

55,379

 

83,217

Current portion of operating lease liabilities

17,223

16,939

Current portion of finance lease liabilities

1,076

1,070

Current portion of long-term debt

 

22,000

 

22,000

Income tax payable

630

475

Dividends payable

 

15,020

 

14,939

Total current liabilities

 

244,235

 

262,418

Long-term debt, net of current portion

 

2,014,153

 

2,023,088

Deferred income taxes

 

249,176

 

267,053

Long-term operating lease liabilities, net of current portion

49,860

53,724

Long-term finance lease liabilities, net of current portion

455

726

Other liabilities

 

21,425

 

20,818

Total liabilities

 

2,579,304

 

2,627,827

Commitments and contingencies (Note 12)

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; 79,051,492 and 78,624,419 shares issued and outstanding as of March 30, 2024 and December 30, 2023, respectively

 

791

 

786

Additional paid-in capital

 

32,894

 

46,990

Accumulated other comprehensive income

 

2,684

 

2,597

Retained earnings

 

744,851

 

785,090

Total stockholders’ equity

 

781,220

 

835,463

Total liabilities and stockholders’ equity

$

3,360,524

$

3,463,290

See Notes to Consolidated Financial Statements.

- 1 -

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Thirteen Weeks Ended

March 30,

    

April 1,

2024

    

2023

Net sales

$

475,223

$

511,814

Cost of goods sold

 

366,342

 

397,578

Gross profit

 

108,881

 

114,236

Operating expenses:

Selling, general and administrative expenses

 

48,612

 

46,729

Amortization expense

 

5,112

 

5,241

Impairment of goodwill

70,580

Loss on sales of assets

 

135

 

85

Operating (loss) income

 

(15,558)

 

62,181

Other (income) and expenses:

Interest expense, net

 

37,825

 

39,435

Other income

(1,042)

(921)

(Loss) income before income tax (benefit) expense

 

(52,341)

 

23,667

Income tax (benefit) expense

 

(12,102)

 

20,252

Net (loss) income

$

(40,239)

$

3,415

Weighted average shares outstanding:

Basic

78,648

71,779

Diluted

78,648

71,795

(Loss) earnings per share:

Basic

$

(0.51)

$

0.05

Diluted

$

(0.51)

$

0.05

Cash dividends declared per share

$

0.19

$

0.19

See Notes to Consolidated Financial Statements.

- 2 -

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income

(In thousands)

(Unaudited)

Thirteen Weeks Ended

    

March 30,

    

April 1,

    

2024

    

2023

Net (loss) income

$

(40,239)

$

3,415

Other comprehensive income:

Foreign currency translation adjustments

 

95

 

5,160

Pension loss, net of tax

 

(8)

 

Other comprehensive income

 

87

 

5,160

Comprehensive (loss) income

$

(40,152)

$

8,575

See Notes to Consolidated Financial Statements.

- 3 -

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

As of March 30, 2024

(In thousands, except share and per share data)

(Unaudited)

Accumulated

Additional

Other

Total

Common Stock

Paid-in

Comprehensive

Retained

Stockholders’

    

Shares

    

Amount

    

Capital

    

Income

    

Earnings

    

Equity

Balance at December 30, 2023

 

78,624,419

$

786

$

46,990

$

2,597

$

785,090

$

835,463

Foreign currency translation

 

95

 

95

Change in pension benefit (net of $3 of income taxes)

 

(8)

 

(8)

Net loss

 

(40,239)

 

(40,239)

Share-based compensation

 

1,519

 

1,519

Issuance of common stock for share-based compensation

 

479,746

6

(6)

 

Cancellation of restricted stock for tax withholding upon vesting

(51,997)

(1)

(589)

(590)

Cancellation of restricted stock upon forfeiture

(676)

 

Dividends declared on common stock, $0.19 per share

 

(15,020)

 

(15,020)

Balance at March 30, 2024

79,051,492

$

791

$

32,894

$

2,684

$

744,851

$

781,220

See Notes to Consolidated Financial Statements.

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

As of April 1, 2023

(In thousands, except share and per share data)

(Unaudited)

Accumulated

Additional

Other

Total

Common Stock

Paid-in

Comprehensive

Retained

Stockholders’

    

Shares

    

Amount

    

Capital

    

Loss

    

Earnings

    

Equity

Balance at December 31, 2022

 

71,668,144

$

717

$

$

(9,349)

$

876,798

$

868,166

Foreign currency translation

 

5,160

 

5,160

Net income

 

3,415

 

3,415

Share-based compensation

 

664

 

664

Issuance of common stock for share-based compensation

 

557,558

5

(1,666)

 

(1,661)

Cancellation of restricted stock for tax withholding upon vesting

(13,488)

(205)

(205)

Cancellation of restricted stock upon forfeiture

(414)

 

Dividends declared on common stock, $0.19 per share

 

1,207

(14,927)

 

(13,720)

Balance at April 1, 2023

72,211,800

$

722

$

$

(4,189)

$

865,286

$

861,819

See Notes to Consolidated Financial Statements.

- 4 -

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Thirteen Weeks Ended

    

March 30,

    

April 1,

    

    

2024

    

2023

 

Cash flows from operating activities:

Net (loss) income

$

(40,239)

$

3,415

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization

 

17,209

 

18,018

Amortization of operating lease right-of-use assets

4,972

4,450

Amortization of deferred debt financing costs and bond discount/premium

 

1,298

 

3,648

Deferred income taxes

 

(17,874)

 

15,019

Impairment of goodwill

70,580

Loss on sales of assets

135

93

Share-based compensation expense

 

1,783

 

927

Changes in assets and liabilities, net of effects of businesses acquired:

Trade accounts receivable

 

6,808

 

(12,361)

Inventories

 

8,192

 

28,154

Prepaid expenses and other current assets

 

(1,271)

 

5,458

Income tax receivable/payable, net

 

4,854

 

3,924

Other assets

 

(829)

 

(1,250)

Trade accounts payable

 

11,677

 

2,418

Accrued expenses

 

(32,770)

 

(2,869)

Other liabilities

 

597

 

483

Net cash provided by operating activities

 

35,122

 

69,527

Cash flows from investing activities:

Capital expenditures

 

(7,621)

 

(3,909)

Proceeds from sales of assets

(437)

51,414

Net cash (used in) provided by investing activities

 

(8,058)

 

47,505

Cash flows from financing activities:

Repayments of borrowings under term loan facility

 

 

(121,000)

Repayments of borrowings under revolving credit facility

 

(45,000)

 

(60,000)

Borrowings under revolving credit facility

 

35,000

 

70,000

Dividends paid

 

(14,939)

 

(13,617)

Payments of tax withholding on behalf of employees for net share settlement of share-based compensation

 

(590)

 

(1,866)

Net cash used in financing activities

 

(25,529)

 

(126,483)

Effect of exchange rate fluctuations on cash and cash equivalents

 

(169)

 

(93)

Net increase (decrease) in cash and cash equivalents

 

1,366

 

(9,544)

Cash and cash equivalents at beginning of period

 

41,094

 

45,442

Cash and cash equivalents at end of period

$

42,460

$

35,898

Supplemental disclosures of cash flow information:

Cash interest payments

$

49,969

$

31,503

Cash income tax payments

$

789

$

1,310

Non-cash investing and financing transactions:

Dividends declared and not yet paid

$

15,020

$

13,720

Accruals related to purchases of property, plant and equipment

$

1,574

$

1,287

Right-of-use assets obtained in exchange for new operating lease liabilities

$

665

$

6,409

See Notes to Consolidated Financial Statements.

- 5 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(1)

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, including Ac’cent, B&G, B&M, Baker’s Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary’s, Clabber Girl, Cream of Rice, Cream of Wheat, Crisco, Dash, Davis, Devonsheer, Don Pepino, Durkee, Grandma’s Molasses, 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, Red Devil, Regina, Rumford, Sa-són, Sclafani, Spice Islands, Spring Tree, Sugar Twin, Tone’s, Trappey’s, TrueNorth, Underwood, Vermont Maid, Victoria, Weber and Wright’s. We also sell and distribute Static Guard, a household product brand. We compete in the retail grocery, foodservice, specialty, private label, club and mass merchandiser channels of distribution. We sell and distribute our products directly and via a network of independent brokers and distributors to supermarket chains, foodservice outlets, mass merchants, warehouse clubs, non-food outlets and specialty distributors.

(2)

Summary of Significant Accounting Policies

Fiscal Year

Typically, our fiscal quarters and fiscal year consist of 13 and 52 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 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 year ending December 28, 2024 (fiscal 2024) and our fiscal year ended December 30, 2023 (fiscal 2023) each contains 52 weeks. Each quarter of fiscal 2024 and 2023 contains 13 weeks.

Basis of Presentation

The accompanying unaudited consolidated interim financial statements for the thirteen week periods ended March 30, 2024 (first quarter of 2024) and April 1, 2023 (first quarter of 2023) have been prepared by our company in accordance with generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of March 30, 2024, and the results of our operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows for the first quarter of 2024 and 2023. Our results of operations for the first quarter of 2024 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2023 filed with the SEC on February 28, 2024 (which we refer to as our 2023 Annual Report on Form 10-K).

- 6 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Use of Estimates

The preparation of financial statements in accordance with 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.

Segment Reporting

Effective in the first quarter of 2024, we realigned our reportable segments 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 segments: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions. See Note 16, “Business Segment Information,” for information about our transition from one reporting segment to four reporting segments.

Accounting Standards Adopted in Fiscal 2024 or Fiscal 2023

In October 2021, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) that provides an exception to fair value measurement for revenue contracts acquired in business combinations. This guidance became effective during fiscal 2023 and will be applied to any future business combinations. The adoption of this ASU did not have a material impact to our consolidated financial statements or related disclosures.

Recently Issued Accounting Standards – Pending Adoption

In December 2023, the FASB issued a new ASU that requires improved disclosures related to the 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 with fiscal 2025. Early adoption is permitted. The guidance is 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.

In November 2023, the FASB issued a new ASU that enhances segment disclosures and requires additional disclosures of segment expenses. This ASU is effective for fiscal 2024 annual reporting, and for the first quarter of 2025 for interim period reporting. We will adopt the guidance when it becomes effective for our 2024 annual reporting. Retrospective adoption is required for all prior periods presented. As this ASU requires only additional disclosures, the adoption of this ASU will not impact our consolidated financial position, results of operations or liquidity.

(3)

Acquisitions and Divestitures

Divestiture of Green Giant U.S. Shelf-Stable Product Line

During the third quarter of 2023, we reclassified $201.8 million of assets related to our Green Giant U.S. shelf-stable product line as assets held for sale because we had decided to divest the product line, which was no longer core to our overall business and long-term strategy. We then 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 charges of $132.9 million during the third quarter of 2023. On November 8, 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 $4.8 million during the fourth quarter, resulting in a total loss on sale of $137.7 million during fiscal 2023. 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.

- 7 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

shelf-stable product line. In connection with the sale, we provided certain transition services to Seneca from the closing date through February 6, 2024.

After certain post-closing adjustments, 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 recorded 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.

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

(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.

- 8 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(4)

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 management’s review of inventories on hand compared to estimated future usage and sales.

Inventories consist of the following, as of the dates indicated (in thousands):

    

March 30, 2024

    

December 30, 2023

Raw materials and packaging

$

90,134

$

92,707

Work-in-process

97,521

128,073

Finished goods

 

372,934

 

348,200

Inventories

$

560,589

$

568,980

(5)

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):

March 30, 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

$

4,949

$

1,851

$

6,800

$

4,836

$

1,964

Customer relationships

 

386,179

 

203,995

 

182,184

 

386,235

 

199,006

 

187,229

Total finite-lived intangible assets

$

392,979

$

208,944

$

184,035

$

393,035

$

203,842

$

189,193

Indefinite-Lived Intangible Assets

Goodwill

$

548,661

$

619,399

Trademarks

1,438,300

1,438,643

Total indefinite-lived intangible assets

$

1,986,961

$

2,058,042

Total goodwill and other intangible assets

$

2,170,996

$

2,247,235

The changes in the carrying amount of goodwill by operating segment for the first quarter of 2024 were as follows (in thousands):

Specialty

Meals

Frozen & Vegetables

Spices & Flavor Solutions

Total

Balance as of December 31, 2023

$

224,366

$

143,020

$

70,580

$

181,433

$

619,399

Currency translation

(158)

(158)

Impairment

(70,580)

(70,580)

Balance as of March 30, 2024

$

224,208

$

143,020

$

$

181,433

$

548,661

Amortization expense associated with finite-lived intangible assets was $5.1 million for the first quarter of 2024 and $5.2 million for the first quarter of 2023, and is recorded in operating expenses. We expect to recognize an additional $15.3 million of amortization expense associated with our finite-lived intangible assets during the remainder of fiscal 2024, and thereafter $20.4 million in fiscal 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.

During the first quarter of 2024, we reorganized our reporting structure from one reporting segment to four reporting segments: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions, which are further described in Note 16. The change in structure required us to reassign assets and liabilities, including goodwill, between the

- 9 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

reporting segments and complete a goodwill impairment test both prior to and subsequent to the change and evaluate other assets in the reporting segments for impairment, including indefinite-lived intangible assets (trademarks).

The fair value of our reporting segments is 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 segment 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 segments. Estimating the fair value of individual reporting segments 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.

As a result of our 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 segment, which is recorded in “Impairment of goodwill” in our consolidated statements of operations.

We did not recognize any impairment charges for indefinite-lived intangible assets for the first quarter of 2024 or for goodwill or indefinite-lived intangible assets for the first quarter of 2023. If future revenues and contributions to our operating results for any of our brands or operating segments, including recently impaired brands and any 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” to our 2023 Annual Report on Form 10-K.

(6)

Long-Term Debt

Long-term debt consists of the following, as of the dates indicated (in thousands):

    

March 30, 2024

    

December 30, 2023

Revolving credit loans

 

$

160,000

 

$

170,000

Tranche B term loans due 2026

528,625

528,625

5.25% senior notes due 2025

265,392

265,392

5.25% senior notes due 2027

550,000

550,000

8.00% senior secured notes due 2028

550,000

550,000

Unamortized deferred debt financing costs

(14,423)

 

(15,319)

Unamortized discount/premium

 

(3,441)

 

(3,610)

Total long-term debt, net of unamortized deferred debt financing costs and discount/premium

2,036,153

2,045,088

Current portion of long-term debt

 

(22,000)

 

(22,000)

Long-term debt, net of unamortized deferred debt financing costs and discount/premium, and excluding current portion

 

$

2,014,153

 

$

2,023,088

- 10 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

As of March 30, 2024, the aggregate contractual maturities of long-term debt were as follows (in thousands):

Aggregate Contractual Maturities

Fiscal year:

2024 remaining

$

22,000

2025

 

425,392

2026

 

528,625

2027

 

550,000

2028

 

528,000

Thereafter

 

Total

$

2,054,017

Senior Secured Credit Agreement. Our senior secured credit agreement includes a term loan facility and a revolving credit facility.

During the first quarter of 2023, we made a mandatory prepayment of $50.0 million principal amount of tranche B term loans with proceeds from the Back to Nature sale and optional prepayments of $71.0 million of tranche B term loans from cash on hand. During the fourth quarter of 2023, we made a mandatory prepayment of $22.0 million principal amount of tranche B term loans with proceeds from the sale of the Green Giant U.S. shelf-stable product line. As of March 30, 2024, $528.6 million of tranche B term loans remained outstanding. See Note 17, “Subsequent Events.” The tranche B term loans mature on October 10, 2026.

During the second quarter of 2023, we amended our credit agreement to transition the interest rate based on LIBOR available for borrowings under the credit agreement and related LIBOR-based mechanics to an interest rate based on SOFR and related SOFR-based mechanics, effective July 1, 2023. Prior to the transition to SOFR, interest under the tranche B term loan facility was determined based on alternative rates that we chose in accordance with our credit agreement, including a base rate per annum plus an applicable margin of 1.50%, and LIBOR plus an applicable margin of 2.50%. Effective July 1, 2023, interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with our credit agreement, including a base rate per annum plus an applicable margin of 1.50%, and SOFR plus an applicable margin of 2.50%.

As of March 30, 2024, the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $4.9 million, was $635.1 million. Proceeds of the revolving credit facility may be used for general corporate purposes, including acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria. The revolving credit facility matures on December 16, 2025.

Prior to the transition to SOFR, interest under the revolving credit facility, including any outstanding letters of credit, was determined based on alternative rates that we chose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 0.25% to 0.75%, and LIBOR plus an applicable margin ranging from 1.25% to 1.75%, in each case depending on our consolidated leverage ratio. Effective July 1, 2023, 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 0.25% to 0.75%, and SOFR plus an applicable margin ranging from 1.25% to 1.75%, in each case depending on our consolidated leverage ratio.

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 (previously LIBOR) loans.

We may prepay term loans or permanently reduce the revolving credit facility commitment under the credit agreement at any time without premium or penalty (other than customary “breakage” costs with respect to the early termination of SOFR (previously LIBOR) loans). Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions or casualty events and issuances of indebtedness.

- 11 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

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. On June 28, 2022, we amended our credit agreement to temporarily increase the maximum consolidated leverage ratio permitted under our revolving credit facility. The amendment 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), increased from 7.00 to 1.00 to 7.50 to 1.00 for the quarter ended July 2, 2022, and then increased to 8.00 to 1.00 for the quarter ended October 1, 2022 through the quarter ending September 30, 2023. The maximum consolidated leverage ratio decreased to 7.50 to 1.00 for the quarter ending December 30, 2023 and returned to 7.00 to 1.00 for the quarters ending March 30, 2024 and thereafter. 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 fiscal quarters to our consolidated interest expense for such period payable in cash) of at least 1.75 to 1.00. As of March 30, 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 April 3, 2017, we issued $500.0 million aggregate principal amount of 5.25% senior notes due 2025 at a price to the public of 100% of their face value. On November 20, 2017, we issued an additional $400.0 million aggregate principal amount of 5.25% senior notes due 2025 at a price to the public of 101% of their face value plus accrued interest from October 1, 2017. The notes issued in November 2017 were issued as additional notes under the same indenture as our 5.25% senior notes due 2025 that were issued in April 2017, and, as such, form a single series and trade interchangeably with the previously issued 5.25% senior notes due 2025.

We used the net proceeds of the April 2017 offering to repay all of the then outstanding borrowings and amounts due under our revolving credit facility and tranche A term loans, to pay related fees and expenses and for general corporate purposes. We used the net proceeds of the November 2017 offering to repay all of the then outstanding borrowings and amounts due under our revolving credit facility, to pay related fees and expenses and for general corporate purposes.

Interest on the 5.25% senior notes due 2025 is payable on April 1 and October 1 of each year, commencing October 1, 2017. The 5.25% senior notes due 2025 will mature on April 1, 2025, unless earlier retired or redeemed as described below.

We may redeem some or all of the 5.25% senior notes due 2025 at a redemption price of 100% of the principal amount 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 2025 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 2025 through cash repurchases of the 5.25% senior notes due 2025 and/or exchanges of the 5.25% senior notes due 2025 for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on

- 12 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. During fiscal 2023, we repurchased $79.2 million aggregate principal amount of the 5.25% senior notes due 2025 in open market purchases at an average discounted repurchase price of 97.24% of such principal amount plus accrued and unpaid interest.

We used the net proceeds from the issuance of our 8.00% senior secured notes due 2028, together with cash on hand, to redeem at par $555.4 million aggregate principal amount of our 5.25% senior notes due 2025 on October 12, 2023 and to pay accrued and unpaid interest and related fees and expenses.

As of March 30, 2024, $265.4 million aggregate principal amount of the 5.25% senior notes due 2025 remain outstanding.

Our obligations under the 5.25% senior notes due 2025 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 2025 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 2025.

The indenture governing the 5.25% senior notes due 2025 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 March 30, 2024, we were in compliance with all of the covenants in the indenture governing the 5.25% senior notes due 2025.

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.

We used the proceeds of the offering, together with the proceeds of incremental term loans made during the fourth quarter of 2019, to redeem all of our outstanding 4.625% senior notes due 2021, repay a portion of our borrowings under our revolving credit facility, pay related fees and expenses and for general corporate purposes.

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 102.625% of the principal amount beginning March 1, 2023 and thereafter at prices declining annually to 101.313% on March 1, 2024 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

- 13 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

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 March 30, 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%.

The net proceeds from the offering 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.

Interest on the 8.00% senior secured notes due 2028 is payable on March 15 and September 15 of each year, commencing March 15, 2024. 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 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.

- 14 -

Table of Contents

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

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 our 5.25% senior notes due 2025 and 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.

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 March 30, 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. See Note 17, “Subsequent Events.”

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 I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Financial Information about B&G Foods and Guarantor Subsidiaries.”

Accrued Interest. At March 30, 2024 and December 30, 2023, accrued interest of $11.1 million and $24.5 million, respectively, is included in accrued expenses in the accompanying unaudited consolidated balance sheets.

(7)

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