true
This Amendment No. 1 is being filed by B&G Foods to amend the Current Report on Form 8-K originally filed by B&G Foods with the Securities and Exchange Commission (the SEC) on December 1, 2020 to provide the information required by Item 9.01(a) and (b) of Form 8-K relating to B&G Foods' acquisition of the Crisco oils and shortening business from The J.M. Smucker Company and certain of its affiliates. In this amendment, we refer to this acquisition as the Crisco acquisition and the Crisco oils and shortening business as the Crisco business. The information previously reported and the exhibits previously filed or furnished in Items 2.01, 7.01 and 9.01(d) of the original filing are incorporated by reference into this amendment.
0001278027
0001278027
2026-03-19
2026-03-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
As filed with the Securities and Exchange Commission on June 1, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 19, 2026
| |
B&G Foods, Inc. |
|
| (Exact name of Registrant as specified in its charter) |
| |
|
|
|
|
| Delaware |
|
001-32316 |
|
13-3918742 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
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 |
| |
|
| 8 Sylvan Way, Parsippany,New Jersey |
07054 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (973) 401-6500
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
This Amendment No. 1 is being filed by B&G
Foods to amend the Current Report on Form 8-K originally filed by B&G Foods with the Securities and Exchange Commission
(the SEC) on March 20, 2026 to provide the information required by Item 9.01(a) and (b) of Form 8-K relating to B&G
Foods’ acquisition of the broth and stock business of Del Monte Foods Holdings Limited and certain of its affiliates, including
the College Inn and Kitchen Basics brands. In this amendment, we refer to this acquisition as the College Inn and
Kitchen Basics acquisition and Del Monte Foods’ broth and stock business as the College Inn and Kitchen Basics
business. The information previously reported and the exhibits previously filed or furnished in Items 2.01, 7.01 and 9.01(d) of
the original filing are incorporated by reference into this amendment.
Item 9.01. Financial Statements and Exhibits.
It is impracticable to prepare and audit complete
stand-alone financial statements of the College Inn and Kitchen Basics business because:
| · | the College Inn and Kitchen Basics business consisted of only
part of Del Monte Foods and was not operated as a “stand-alone” division or subsidiary; |
| · | stand-alone financial statements relating to the College Inn and Kitchen
Basics business were never previously prepared, and Del Monte Foods’ independent auditors have not historically audited or reported
separately on the operations or net assets of the College Inn and Kitchen Basics business. As a result, the distinct and
separate accounts necessary to present a complete “stand-alone” balance sheet and statements of income and cash flows have
not been maintained; and |
| · | Del Monte Foods does not believe that it can objectively allocate certain
corporate expenses to the College Inn and Kitchen Basics business. |
In addition, we do not believe that such financial
statements would provide relevant information to users of our financial statements about the specific assets and operations acquired from
Del Monte Foods. Among other reasons, because we are integrating the College Inn and Kitchen Basics business into our organizational
structure (and accordingly our cost structure), we believe that a presentation of complete financial statements that includes allocations
of certain corporate expenses of Del Monte Foods would not be meaningful to our investors.
As a result, in accordance with Rule 3-05
of Regulation S-X, B&G Foods has provided the special purpose abbreviated financial statements described below.
(a) Financial
Statements of Business Acquired.
The following special purpose abbreviated financial
statements of the College Inn and Kitchen Basics business are being filed with this amendment as Exhibits 99.1 and 99.2
and are incorporated by reference herein:
| · | Audited Special Purpose Abbreviated Financial Statements of Del Monte Foods
Holdings Limited Broth and Stock Business, which comprise the Statement of Assets Acquired as of April 27, 2025 and the related Statement
of Revenue and Direct Expenses for the year ended April 27, 2025. |
| · | Unaudited Special Purpose Abbreviated Interim Financial Statements of Del
Monte Foods Holdings Limited Broth and Stock Business, which comprise the Statement of Assets Acquired as of January 25, 2026 and
the related Statement of Revenue and Direct Expenses for the nine months ended January 25, 2026. |
(b) Pro
Forma Financial Information.
The pro forma financial information relating to
the College Inn and Kitchen Basics acquisition required by Item 9.01(b) is filed as Exhibit 99.3 to this amendment
and is incorporated by reference herein.
The pro forma financial information included in
Exhibit 99.3, also gives effect to pro forma adjustments for the Don Pepino divestiture, the Le Sueur U.S. divestiture,
the Green Giant U.S. frozen divestiture and the commencement of the Green Giant U.S. frozen co-manufacturing business,
each of which was individually insignificant, because management believes that inclusion of such divestitures and the commencement of
the frozen co-manufacturing business, provides investors with more meaningful information.
As previously disclosed, on May 23, 2025,
we completed the sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato
puree and whole peeled tomatoes for a purchase price of $10.6 million, which we refer to as the “Don Pepino divestiture.”
On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand for a purchase
price of $59.1 million, which we refer to as the “Le Sueur U.S. divestiture.” On March 2, 2026, we
completed the sale of our Green Giant U.S. frozen business for a purchase price of approximately $61.5 million, which we refer
to as the “Green Giant U.S. frozen divestiture.” Also on March 2, 2026, we entered into a co-manufacturing agreement
with the acquirer of the Green Giant U.S. frozen business pursuant to which we continue to manufacture for the acquirer of the
business certain Green Giant frozen vegetable products for sale by the acquirer in the United States.
(d) Exhibits.
| |
23.1 |
Consent of SyCip Gorres Velayo & Co. |
| |
|
|
| |
99.1 |
Audited Special Purpose Abbreviated Financial Statements of Del Monte Foods Holdings Limited Broth and Stock Business, which comprise the Statement of Assets Acquired as of April 27, 2025 and the related Statement of Revenue and Direct Expenses for the year ended April 27, 2025. |
| |
|
|
| |
99.2 |
Unaudited Special Purpose Abbreviated Interim Financial Statements of Del Monte Foods Holdings Limited Broth and Stock Business, which comprise the Statement of Assets Acquired as of January 25, 2026 and the related Statement of Revenue and Direct Expenses for the nine months ended January 25, 2026. |
| |
|
|
| |
99.3 |
Unaudited Pro Forma Combined Financial Statements of B&G Foods, Inc. and Subsidiaries as of and for the quarter ended April 4, 2026, and for the year ended January 3, 2026. |
| |
|
|
| |
104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
B&G FOODS, INC. |
| |
|
| Dated: June 1, 2026 |
By: |
/s/ Scott E. Lerner |
| |
|
Scott E. Lerner |
| |
|
Executive Vice President, |
| |
|
General Counsel and Secretary |
Exhibit 99.1
DEL MONTE FOODS HOLDINGS LIMITED BROTH AND
STOCK BUSINESS
Special Purpose Abbreviated Financial Statements
As of and For the Year Ended
April 27, 2025
and
Independent Auditors’ Report
Report of Independent Auditors
The Board of Directors of Del Monte Foods Holdings Limited
Opinion
We have audited the special purpose abbreviated financial
statements of Del Monte Foods Holdings Limited Broth and Stock Business (the Company), which comprise the statement of assets
acquired as of April 27, 2025, and the related statement of revenue and direct expenses for the year then ended, and the related
notes (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly,
in all material respects, the assets acquired of the Company as of April 27, 2025, and its revenue and direct operating expenses for the
year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and
to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Basis of Accounting
As discussed in Note 1 the to the financial statements, the financial
statements have been prepared for the purposes of complying with the rules and regulations of the U.S. Securities and Exchange Commission
and are not intended to be a complete presentation of the Company’s financial position or results of operations. Our opinion is
not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation
of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design,
implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are
free of material misstatement, whether due to fraud or error.
Auditor’s Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee
that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood
that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
| § | Exercise professional judgment and maintain professional skepticism throughout
the audit. |
| § | Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on
a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| § | Obtain an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control. Accordingly, no such opinion is expressed. |
| § | Evaluate the appropriateness of accounting policies used and the reasonableness
of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| § | Conclude whether, in our judgment, there are conditions or events, considered
in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period
of time. |
We are required to communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters
that we identified during the audit.
SyCip Gorres Velayo
& Co.
/s/ SyCip Gorres Velayo & Co.
Makati City, Philippines
June 1, 2026
DEL MONTE FOODS BROTH AND STOCK BUSINESS
Statement of Assets Acquired
| (Dollars in thousands) | |
April 27, 2025 | |
| Assets: | |
| |
| Inventories | |
$ | 26,070 | |
| Prepayments | |
| 2,008 | |
| Intangible assets | |
| 89,320 | |
| Total assets | |
$ | 117,398 | |
See accompanying notes to special purpose
abbreviated financial statements.
DEL MONTE FOODS BROTH AND STOCK BUSINESS
Statement of Revenue and Direct
Operating Expenses
| | |
Year Ended | |
| (Dollars in thousands) | |
April 27, 2025 | |
| Revenue | |
$ | 124,901 | |
| Cost of products sold | |
| 87,142 | |
| Gross profit | |
| 37,759 | |
| Selling, distribution, and administrative expenses | |
| 12,563 | |
| Impairment loss | |
| 25,980 | |
| Operating loss | |
$ | (784 | ) |
See accompanying notes to special purpose
abbreviated financial statements.
DEL MONTE FOODS BROTH AND STOCK BUSINESS
Notes to Special Purpose Abbreviated Financial
Statements
April 27, 2025
(Dollars in thousands)
1. DESCRIPTION OF BUSINESS
Del Monte Foods Holdings Limited and
certain of its affiliates (the “Company” or “Del Monte”) entered into an Asset Purchase Agreement (the “Agreement”)
on January 15, 2026 with B&G Foods North America, Inc. (the “Buyer”), which provides for the sale of certain
assets of Del Monte, pertaining to the Del Monte Foods Broth and Stock Business (the “Broth and Stock Business”). The sale
closed on March 19, 2026. The transaction included broth and stock product lines sold under the College Inn and Kitchen
Basics brands, certain trademarks and licensing agreements, and certain co-manufacturing agreements. The operating results for the
Broth and Stock Business were primarily included in Del Monte’s Flavor and Meal Enhancer (FLAME) segment. The accompanying special
purpose abbreviated financial statements for the Broth and Stock Business present the assets acquired as of April 27, 2025, and
the revenue and direct expenses for the fiscal year ended April 27, 2025.
The accompanying special purpose abbreviated
financial statements consist of balances and activity of the Broth and Stock Business. The special purpose abbreviated financial statements
were prepared for the purpose of assisting the Buyer in complying with the rules and regulations of the Securities and Exchange
Commission. These special purpose abbreviated financial statements do not necessarily reflect what the results of operations, financial
position, or cash flows would have been had the Broth and Stock Business been a separate entity nor are they indicative of future results
of the Broth and Stock Business.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
The accompanying special purpose abbreviated
financial statements of the Broth and Stock Business have been prepared in accordance with U.S. generally accepted accounting principles
(“US GAAP”), and have been prepared for inclusion in the 8-K/A filing of the Buyer as required by Rule 3-05(e), “Financial
statements of business acquired or to be acquired”, of the United States Securities and Exchange Commission’s (SEC) Regulation
S-X. It is impracticable to prepare complete financial statements related to the Broth and Stock Business as it was not a separate legal
entity of Del Monte and never operated as a stand-alone business, division or subsidiary. Del Monte has never prepared full stand-alone
or full carve-out financial statements for the Broth and Stock Business and has never maintained distinct and separate accounts necessary
to prepare such financial statements. The special purpose abbreviated financial statements are based upon the Agreement and relief under
SEC Rule 3-05(e) as the acquisition by the Buyer meets the qualifying conditions established by the SEC to provide abbreviated
financial statements in lieu of full financial statements of the acquired business.
These special purpose abbreviated
financial statements have been prepared on a “carve-out” basis from the consolidated financial statements of Del Monte using
the historical results of operations and assets and include allocations of income, expenses and assets from Del Monte.
The statement of revenues and direct
expenses is not intended to be a complete presentation of the results of operations as if the Broth and Stock Business had operated independently
during the period presented. Further, we do not represent that the results as presented are indicative of the results of operations that
would have been achieved if the Broth and Stock Business had operated as a separate, stand-alone entity as of or for the period presented,
nor are they indicative of the financial condition or results of operations to be expected in the future due to changes in the business
and the omission of certain operating expenses as described below.
Assets acquired (e.g., inventories,
prepayments and intangible assets) were mainly allocated based on activity tied to a specific product identification number.
No liabilities, contingent or otherwise,
were assumed by the Buyer.
Revenue associated with the transferred
business is directly identifiable within the transaction perimeter based on stock keeping unit (SKU)-level sales data recorded in the
Company’s ERP system. Gross sales are identified directly by SKU using invoice-level billing data. Trade spend associated with
promotional programs is identified through promotion codes assigned within the product hierarchy, linking promotional activity to specific
products or product categories.
Other trade spend and sales deductions,
including spoilage allowances and cash discounts, are generally accumulated at the customer level rather than by SKU. Where these deductions
could not be directly linked to individual SKUs, the balances were allocated proportionally based on gross sales associated with the
transferred products, ensuring that these adjustments follow the revenue generated by those products.
Cost of products sold includes product
acquisition costs, logistics costs, inventory write-offs, and supply chain support costs associated with the sourcing and distribution
of the transferred products. Where possible, costs are directly identified at the SKU level using procurement, shipment, or operational
records. Costs that could not be directly attributed to individual products were allocated using operational drivers such as Raw Product
Variety (RPV) classifications, logistics metrics, facility throughput populations, or gross sales, depending on the nature of the cost.
Inventory revaluation represents differences
between actual procurement costs and standard product costs. These amounts are allocated using Raw Product Variety (RPV) classifications
maintained by Plants and Procurement Finance, which group products based on procurement and sourcing characteristics. Variances are subsequently
pushed down to the SKU level through the Anaplan model, ensuring cost adjustments follow the products generating the underlying sourcing
and supply chain activity.
Distribution-related costs, including
transfer freight and warehousing, are allocated using shipment-based logistics metrics, such as freight rates per hundredweight (CWT)
and warehouse storage rates based on pallet positions assigned to SKUs. Where shipment identifiers or product references are available,
these costs are assigned directly to the related SKUs.
Inventory damage and write-off costs
are identified at the SKU level where possible.
| § | Selling,
distribution, and administrative expenses (SD&A) |
Where SD&A costs are directly associated
with identifiable programs, SKUs, or shipments, they are assigned directly to those products. When the costs support multiple product
groups and could not be directly linked to the transferred products, the costs were allocated based on gross sales.
Certain expenses, such as corporate
and administrative costs and research and development, are not tracked or monitored in a manner that would enable the development of
full financial statements. Such costs have not been allocated to the special purpose abbreviated financial statements and include general
overhead costs, such as corporate human resources, accounting, legal, and other administrative services; interest income or expense;
and income taxes. As such, only costs directly related to the revenue-generating activities of the Broth and Stock Business are included
in this special purpose abbreviated financial statement, as permitted by Rule 3-05 of Regulation S-X. The statement of revenue and
direct expenses includes allocations of certain costs directly related to revenue-generating activities as discussed in the policies
below. Management believes that the allocations are reasonable.
Impairment losses are identified based
on specific trademark.
As the Broth and Stock Business has
historically been managed as part of the operations of the Company and has not been operated as a stand-alone entity, information about
the Broth and Stock Business’ operating, investing, and financing cash flows is not available. As such, statements of cash flows
are not presented in the special purpose abbreviated financial statements.
During the periods presented in the
special purpose abbreviated financial statements, the operations of the Broth and Stock Business were included in the consolidated U.S.
federal and state income tax returns filed by the Company. Provision for income taxes has not been presented in the special purpose abbreviated
financial statements as permissible under Rule 3-05(e).
Inventories
Inventories
are stated at the lower of cost or net realizable value. The cost of inventories is based on the first-in, first-out principle using
a standard costing system. Cost of processed inventories comprises all costs of purchase, costs of conversion, and other costs incurred
in bringing the inventories to their present location and condition. The costs of conversion include raw materials, direct labor, certain
freight and warehousing costs, and indirect overhead costs.
Prepayments
Prepaid expenses represent payments
made in advance of the receipt of goods or services and are recorded at cost. These amounts are expensed over the periods in which the
related goods or services are received or the benefits are realized, generally within one year.
For purposes of the special purpose
abbreviated financial statements, only prepaid expenses that are directly identifiable to the Broth and Stock Business and expected to
be transferred to the Buyer have been included. These primarily consist of prepaid military disbursements, prepaid trade promotions,
and prepaid amounts associated with the Winn-Dixie customer.
Intangible Assets
The College Inn and Kitchen
Basics brands include both finite-lived and indefinite-lived assets. Finite-lived intangibles, such as customer relationships and
related non-compete agreements, are recorded at cost and amortized on a straight-line basis over their estimated useful lives, beginning
when the assets are placed in service. Indefinite-lived assets (trademarks) are not amortized and tested for impairment annually, or
more frequently if impairment exists.
Amortization expense is recognized
in the abbreviated statement of operations within cost of sales or operating expenses on a straight-line basis over the estimated useful
lives of these intangible assets from the date that they are available for use.
The estimated useful lives for customer
relationships and product formulations is 20 years.
Indefinite-lived intangible assets,
such as certain trademarks acquired through business combinations, are not amortized but are tested for impairment annually or more frequently
if indicators of impairment exist, in accordance with ASC 350, Intangibles—Goodwill & Other. Indefinite-lived
intangible assets are evaluated to identify whether the indefinite life classification remains appropriate each reporting period based
on relevant economic and legal factors.
Revenue Recognition
Revenue is recognized when the business
transfers control over a product to a customer. Revenue is measured based on the consideration specified in the contract with a customer
and excludes any amount collected on behalf of third parties.
Sales of Goods. Sales of goods
pertain to the delivery of processed, packaged and labelled food products to customers which constitutes a single performance obligation.
Customers generally obtain control of goods when the goods are delivered to the specified destination.
Each contract with a customer specifies
minimum quantity, fixed prices and effective period and is not subject to change for the contractual period unless mutually agreed by
the parties. Invoices are usually payable within 30 days from delivery.
Discounts, Trade Promotions, and
Variable Amounts. Certain customers are entitled to, and in most cases avail of, cash discounts when payments are made within a defined
time frame. For certain contracts, a penalty may be charged for late deliveries. Variable amounts related to these discounts and penalties
are recorded using the agreed rates.
Trade promotional allowances are provided
to retail and food service customers and also provides coupons to customers which are reimbursable when redeemed. Allowances and coupons
are generally considered as reductions of the transaction price when the revenue is recognized for transfer of goods.
Variable amounts related to these
allowances and coupons are estimated using the expected value method and included in the transaction price to the extent it is highly
probable that a significant revenue reversal will not subsequently occur. Accruals for trade promotions are based on expected levels
of performance. Settlement typically occurs in subsequent periods primarily through an off-invoice allowance at the time of sale or through
an authorized process for deductions taken by a customer from amounts otherwise due. Evaluation of trade promotions are performed monthly,
and adjustments are made where appropriate to reflect changes in the estimates. Coupon redemption costs are accrued based on estimates
of redemption rates that are developed by management. Management’s estimates are based on recommendations from independent coupon
redemption clearing houses as well as historical information. Should actual redemption rates vary from amounts estimated, adjustments
may be required.
Sales Returns and Warranties. Customers
generally do not have the right to return products other than for items that are damaged or defective. Expected replacements or credits
for damaged or defective products are estimated at the time revenue is recognized based on historical experience and recorded as a refund
liability when applicable. Replacements for damaged or defective products represent assurance-type warranties and do not constitute separate
performance obligations. Estimated warranty costs are accrued at the time of sale and are not material to the financial statements.
Cost of Products Sold
Cost of products sold includes direct
and indirect costs associated with the production and procurement of inventory, including raw materials, direct labor, manufacturing
overhead, freight, and warehousing costs necessary to bring inventory to its present condition and location. Cost of products sold also
includes inventory write-downs and reserves for obsolescence, as well as depreciation of production-related assets and amortization of
certain intangible assets utilized in manufacturing.
Selling, Distribution, and Administrative
(“SD&A”) Expenses
In general, SD&A expenses are
expensed as incurred and include costs related to marketing, trade promotions, freight and logistics, variable selling and brokerage,
and selling-related general and administrative activities associated with revenue-generating operations.
For purposes of the special purpose
abbreviated financial statements, SD&A expenses include only those costs directly attributable to the Broth and Stock Business and
exclude corporate general and administrative expenses and research and development costs.
3. USE OF ESTIMATES
The preparation of the special purpose
abbreviated financial statements in conformity with the accounting principles generally accepted in the United States of America (U.S.
GAAP) require management to make certain estimates and assumptions that affect the amounts reported in the special purpose abbreviated
financial statements and accompanying disclosures. Actual results could differ from these estimates. Further, these financial statements
include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if the Broth
and Stock Business had been operated as a separate entity, or the future results of the Broth and Stock Business. Refer to Note 5 for
further discussion of related estimates involved in the impairment assessment.
4. INVENTORIES
| (in thousands) | |
April 27, 2025 | |
| At cost: | |
| | |
| Raw materials | |
$ | 25 | |
| Work-in-process | |
| 3,441 | |
| | |
| 3,466 | |
| At net realizable value (NRV) | |
| | |
| Finished goods | |
| 22,604 | |
| | |
$ | 26,070 | |
The cost of inventories recognized at net realizable value
as of April 27, 2025, was $22.7 million. The cost of inventories recognized as expense during the year was $87.1 million.
Source of estimation uncertainty
Allowance for inventory obsolescence
and NRV
An allowance for inventory obsolescence
is recognized when inventory items are specifically identified as obsolete, have remained unsold for a certain period, or have otherwise
experienced a decline in selling prices. Obsolescence is based on the physical and internal condition of inventory items. Obsolescence
is also established when inventory items are no longer marketable. Obsolete goods, when identified, are written off. In addition to an
allowance for specifically identified obsolete inventory, an estimation is made on a group basis based on the age of the inventory items.
The condition of its inventory is reviewed on a regular basis.
Estimates of NRV are based on the
most reliable evidence available at the time the estimates are made and reflect management’s assessment of the value at which inventories
are expected to be realized. These estimates take into consideration fluctuations of price or cost directly relating to events occurring
after the reporting date, to the extent that such events confirm conditions existing at the reporting date. Reviews are performed for
product movement, changes in customer demand, and introduction of new products, to identify inventories which should be written down
to its net realizable value, based on age, location, and standard business unit. The write-down of inventories is reviewed periodically.
An increase in write-down of inventories would increase the recorded cost of sales and decrease current assets. In accordance with ASC
330, Inventory, subsequent recoveries of previously recognized write-downs are not reversed.
5. INTANGIBLE ASSETS
| (in thousands) |
|
Indefinite life
trademarks |
|
|
Customer relationships
and product formulations |
|
|
Total |
|
| Cost |
|
|
|
|
|
|
|
|
|
|
|
|
| At April 29, 2024 |
|
$ |
104,320 |
|
|
|
19,847 |
|
|
|
124,167 |
|
| Impairment |
|
|
(25,980 |
) |
|
|
‒ |
|
|
|
(25,980 |
) |
| At April 27, 2025 |
|
$ |
78,340 |
|
|
|
19,847 |
|
|
|
98,187 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
| At April 29, 2024 |
|
|
‒ |
|
|
|
7,756 |
|
|
|
7,756 |
|
| Amortization |
|
|
‒ |
|
|
|
1,111 |
|
|
|
1,111 |
|
| At April 27, 2025 |
|
|
‒ |
|
|
|
8,867 |
|
|
|
8,867 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Carrying Amount |
|
|
|
|
|
|
|
|
|
|
|
|
| At April 27, 2025 |
|
$ |
78,340 |
|
|
|
10,980 |
|
|
|
89,320 |
|
Indefinite-lived trademarks
The indefinite life trademarks arose
from the acquisition of the “College Inn” trademark in the United States, Australia, Canada and Mexico markets and the acquisition
of “Kitchen Basics” trademark in the United States and Canada. Management has designated these assets as having indefinite
useful lives as the Company has exclusive access to the use of these trademarks on a royalty free basis and based on all relevant factors,
there is no foreseeable limit to the period over which the assets are expected to generate cash inflows for the entity.
Changes in the carrying value of indefinite-lived
trademarks were
| (in thousands) | |
As of April 27, 2025 | |
| | |
College Inn | | |
Kitchen Basics | | |
Total | |
| Balance at April 29, 2024 | |
$ | 40,000 | | |
$ | 64,320 | | |
$ | 104,320 | |
| Impairment losses | |
| ‒ | | |
| (25,980 | ) | |
| (25,980 | ) |
| Balance at April 27, 2025 | |
$ | 40,000 | | |
$ | 38,340 | | |
$ | 78,340 | |
Customer relationships and Product
Formulations
Customer relationships relate to the
network of customers with established relationship through contracts. These are finite-lived intangible assets subject to amortization
and impairment testing under ASC 350-30 and ASC 360.
The following table summarizes the gross
carrying value, accumulated amortization, and net carrying value of amortizable customer relationships as of April 27, 2025, in
accordance with ASC 350-30-50-2(a):
| (In thousands) | |
Gross
Carrying
Value | | |
Accumulated
Amortization | | |
Impairment | | |
Net Carrying
Value | |
| Customer Relationships | |
| | | |
| | | |
| | | |
| | |
| College Inn | |
$ | 11,406 | | |
| (7,707 | ) | |
| ‒ | | |
| 3,699 | |
| Kitchen Basics | |
| 5,012 | | |
| (689 | ) | |
| ‒ | | |
| 4,323 | |
| Product Formulations | |
| | | |
| | | |
| | | |
| | |
| Kitchen Basics | |
| 3,429 | | |
| (471 | ) | |
| ‒ | | |
| 2,958 | |
| Total | |
$ | 19,847 | | |
| (8,867 | ) | |
| ‒ | | |
| 10,980 | |
The following table presents the remaining amortization
period for each customer relationship as of April 27, 2025:
| Amortizable Customer Relationships | |
Remaining Amortization Period (Years) | |
| Customer Relationships – Consumer Products | |
| 8.8 | |
| Customer Relationships - Kitchen Basics | |
| 17.3 | |
| Product Formulations - Kitchen Basics | |
| 17.3 | |
As finite-lived intangible assets, these customer relationships
are amortized over their estimated useful lives using a straight-line method in accordance with ASC 350-30. For fiscal year ended April 27,
2025, the finite-lived customer relationships amortization expense was $1.1 million.
The estimated amortization expense for each of the next
five fiscal years is $5.5 million, with the remaining $5.4 million occurring thereafter.
| (Dollars in thousands) | |
Remaining Amortization | |
| 2026 | |
$ | 1,111 | |
| 2027 | |
| 1,111 | |
| 2028 | |
| 1,111 | |
| 2029 | |
| 1,111 | |
| 2030 | |
| 1,111 | |
| Thereafter | |
| 5,425 | |
| Amortization expense – finite-lived intangibles | |
$ | 10,980 | |
Impairment considerations
Indefinite-lived intangible assets are tested for impairment
at least annually by comparing their estimated fair values to their respective carrying values. Under U.S. GAAP, indefinite-lived intangible
assets are tested individually in accordance with ASC 350. If the carrying amount exceeds fair value, an impairment loss is recognized.
Fair value is measured using valuation techniques consistent with the income and market approaches under ASC 820. Finite-lived intangible
assets are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable,
in accordance with ASC 360. Such events or circumstances may include, among others, a significant decline in market value, significant
adverse change to which the asset is being used, significant adverse change in legal factors that could affect the value, or an expectation
that the asset will be disposed of before the end of its previously estimated useful life.
When indicators of impairment are present, a two-step process
of testing for recoverability and measuring the impairment loss is performed by comparing the carrying amount of the asset to the estimated
undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds the undiscounted
cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset's fair value.
Impairment
charges related to indefinite-lived intangible assets during the year ended April 27, 2025 are as follows:
| (in thousands) | |
April 27, 2025 | |
| College Inn | |
$ | 40,000 | |
| Kitchen Basics | |
| 64,320 | |
| | |
| 104,320 | |
| Impairment loss | |
| (25,980 | ) |
| Balance at April 27, 2025 | |
$ | 78,340 | |
With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate
that the related long-lived intangible assets are recoverable.
Sources of estimation uncertainty
Estimating impairment of indefinite life intangible
assets
An income approach is used to determine
the impairment of indefinite life intangible assets. An income approach estimates fair value of these assets based on the forecasts of
the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations
reflect a consideration of other marketplace participants and include the amount and timing of future cashflows (including expected growth
rates and profitability). Significant judgment by management is required to estimate the impact of macroeconomic and other factors on
future cashflows. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category
growth rates, competitive activities, cost containment and margin expansion, Company business plans, relative market position and the
discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect
the accuracy or validity of the estimates and assumptions. Estimating fair value requires the Company to project future cash flows for
each indefinite-lived asset and apply a discount rate reflecting market-participant assumptions about risk and return. Actual cash flows
will differ from these estimates as a result of differences between assumptions used and actual operations.
With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate
that the related long-lived intangible assets are recoverable.
Fair value measurements use valuation
techniques consistent with the income approach under ASC 820. Changes in discount rates, long-term margins or growth rates could significantly
affect the outcome of the impairment assessment.
The fair value measurements for indefinite
life intangible assets are classified within Level 3 of the fair-value hierarchy as such measurements incorporate inputs that are not
directly observable. These values are determined based on estimates of assumptions that market participants would use in pricing the
asset.
Estimating useful lives of customer
relationships
The Company estimates the useful lives
of its customer relationships and based on the period over which the assets are expected to be available for use. The estimated useful
lives of the customer relationships are reviewed periodically and are updated if expectations differ from previous estimates due to legal
or other limits on the use of the assets. A reduction in the estimated useful lives of customer relationships would increase recorded
amortization expense and decrease total assets.
6. REVENUE
Disaggregation of Revenue
| (in thousands) | |
April 27, 2025 | |
| College Inn | |
$ | 76,491 | |
| Kitchen Basics | |
| 48,410 | |
| | |
$ | 124,901 | |
7. SUBSEQUENT EVENTS
Subsequent events have been evaluated
through June 1, 2026, the date these special purpose abbreviated financial statements were available for issuance.
Exhibit 99.2
DEL MONTE FOODS HOLDINGS
LIMITED BROTH AND STOCK BUSINESS
Special Purpose Abbreviated Financial Statements
(Unaudited) As of and For the Nine Months Ended
January 25, 2026
DEL MONTE FOODS BROTH
AND STOCK BUSINESS
Statement of Assets Acquired (Unaudited)
| (Dollars in thousands) | |
January 25, 2026 | |
| Assets: | |
| |
| Inventories | |
| 20,232 | |
| Prepayments | |
| 1,451 | |
| Intangible assets | |
| 87,776 | |
| Total assets | |
$ | 109,459 | |
See accompanying notes to special purpose
abbreviated financial statements.
DEL MONTE FOODS BROTH
AND STOCK BUSINESS
Statement of Revenue and Direct
Expenses (Unaudited)
| |
Nine Months Ended | |
| (Dollars
in thousands) | |
January 25, 2026 | |
| Revenue | |
$ | 93,130 | |
| Cost of products sold | |
| 65,678 | |
| Gross profit | |
| 27,452 | |
| Selling, distribution, and administrative expenses | |
| 9,185 | |
| Impairment loss | |
| 710 | |
| Operating income | |
$ | 17,557 | |
See accompanying notes to special purpose
abbreviated financial statements.
DEL MONTE FOODS BROTH
AND STOCK BUSINESS
Notes to Special Purpose
Abbreviated Financial Statements
January 25, 2026
(Dollars in thousands)
| 1. | DESCRIPTION OF BUSINESS |
Del Monte Foods Holdings Limited and
certain of its affiliates (the “Company” or “Del Monte”) entered into an Asset Purchase Agreement (the “Agreement”)
on January 15, 2026 with B&G Foods North America, Inc. (the “Buyer”), which provides for the sale of certain
assets of Del Monte, pertaining to the Del Monte Foods Broth and Stock Business (the “Broth and Stock Business”). The sale
closed on March 19, 2026. The transaction included broth and stock product lines sold under the College Inn and Kitchen
Basics brands, certain trademarks and licensing agreements and certain co-manufacturing agreements. The operating results for the
Broth and Stock Business were primarily included in Del Monte’s Flavor and Meal Enhancer (FLAME) segment. The accompanying special
purpose abbreviated financial statements for the Broth and Stock Business present the assets acquired as of January 25, 2026, and
the revenue and direct expenses for the nine months ended January 25, 2026.
The accompanying special purpose abbreviated
financial statements consist of balances and activity of the Broth and Stock Business. The special purpose abbreviated financial statements
were prepared for the purpose of assisting the Buyer in complying with the rules and regulations of the Securities and Exchange
Commission. These special purpose abbreviated financial statements do not necessarily reflect what the results of operations, financial
position, or cash flows would have been had the Broth and Stock Business been a separate entity nor are they indicative of future results
of the Broth and Stock Business.
These statements should be read in
conjunction with the audited financial statements and footnotes of the Broth and Stock Business for the fiscal year ended April 27,
2025 that are filed as an exhibit to the same Form 8-K/A to which these financial statements are filed as an exhibit. The accounting
policies used in preparing these financial statements are the same as those described in Note 2 and Note 3 to the audited financial statements
in this Form 8-K/A.
| (in thousands) | |
January 25, 2026 | |
| At cost | |
| | |
| Raw materials | |
$ | 124 | |
| Work-in-process | |
| 2,632 | |
| | |
| 2,756 | |
| At net realizable value (NRV) | |
| | |
| Finished goods | |
| 17,476 | |
| | |
$ | 20,232 | |
The cost of inventories recognized
at net realizable value as of January 25, 2026, was $17.6 million. The cost of inventories recognized as expense during the year
was $65.7 million.
Source of estimation uncertainty
Allowance for inventory obsolescence
and NRV
An allowance for inventory obsolescence
is recognized when inventory items are specifically identified as obsolete, have remained unsold for a certain period, or have otherwise
experienced a decline in selling prices. Obsolescence is based on the physical and internal condition of inventory items. Obsolescence
is also established when inventory items are no longer marketable. Obsolete goods, when identified, are written off. In addition to an
allowance for specifically identified obsolete inventory, an estimation is made on a group basis based on the age of the inventory items.
The condition of its inventory is reviewed on a regular basis.
Estimates of NRV are based on the
most reliable evidence available at the time the estimates are made and reflect management’s assessment of the value at which inventories
are expected to be realized. These estimates take into consideration fluctuations of price or cost directly relating to events occurring
after the reporting date, to the extent that such events confirm conditions existing at the reporting date. Reviews are performed for
product movement, changes in customer demand, and introduction of new products, to identify inventories which should be written down
to its net realizable value, based on age, location, and standard business unit. The write-down of inventories is reviewed periodically.
An increase in write-down of inventories would increase the recorded cost of sales and decrease current assets. In accordance with ASC
330, Inventory, subsequent recoveries of previously recognized write-downs are not reversed.
| (in thousands) |
Indefinite life
trademarks | | |
Customer relationships
and product formulations | | |
Total | |
| Cost |
| | | |
| | | |
| | |
| At April 27, 2025 |
$ | 78,340 | | |
| 19,847 | | |
| 98,187 | |
| Impairment |
| (710 | ) | |
| ‒ | | |
| (710 | ) |
| At January 25, 2026 |
$ | 77,630 | | |
| 19,847 | | |
| 97,477 | |
| |
| | | |
| | | |
| | |
| Accumulated amortization |
| | | |
| | | |
| | |
| At April 27, 2025 |
| ‒ | | |
| 8,867 | | |
| 8,867 | |
| Amortization |
| ‒ | | |
| 834 | | |
| 834 | |
| At January 25, 2026 |
$ | ‒ | | |
| 9,701 | | |
| 9,701 | |
| |
| | | |
| | | |
| | |
| Carrying Amount |
| | | |
| | | |
| | |
| At April 27, 2025 |
| 78,340 | | |
| 10,980 | | |
| 89,320 | |
| At January 25, 2026 |
$ | 77,630 | | |
| 10,146 | | |
| 87,776 | |
Indefinite-lived trademarks
The indefinite life trademarks arose
from the acquisition of the “College Inn” trademark in the United States, Australia, Canada and Mexico markets and the acquisition
of “Kitchen Basics” trademark in the United States and Canada. Management has designated these assets as having indefinite
useful lives as the Company has exclusive access to the use of these trademarks on a royalty free basis and based on all relevant factors,
there is no foreseeable limit to the period over which the assets are expected to generate cash inflows for the entity.
Changes in the carrying value of indefinite-lived
trademarks were
| (in thousands) | |
As of January 25, 2026 | |
| | |
College Inn | | |
Kitchen Basics | | |
Total | |
| Balance at April 27, 2025 | |
$ | 40,000 | | |
$ | 38,340 | | |
$ | 78,340 | |
| Impairment losses | |
| - | | |
| (710 | ) | |
| (710 | ) |
| Balance at January 25, 2026 | |
$ | 40,000 | | |
$ | 37,630 | | |
$ | 77,630 | |
Customer relationships and Product
Formulations
Customer relationships relate to the
network of customers with established relationship through contracts. These are finite-lived intangible assets subject to amortization
and impairment testing under ASC 350-30 and ASC 360.
The following table summarizes the gross carrying value,
accumulated amortization, and net carrying value of amortizable customer relationships as of January 25, 2026, in accordance with
ASC 350-30-50-2(a):
| (In thousands) | |
Gross
Carrying
Value | | |
Accumulated
Amortization | | |
Impairment | | |
Net Carrying
Value | |
| Customer Relationships | |
| | | |
| | | |
| | | |
| | |
| College Inn | |
| 11,406 | | |
| (8,224 | ) | |
| ‒ | | |
| 3,182 | |
| Kitchen Basics | |
| 5,012 | | |
| (877 | ) | |
| ‒ | | |
| 4,135 | |
| Product Formulations | |
| | | |
| | | |
| | | |
| | |
| Kitchen Basics | |
| 3,429 | | |
| (600 | ) | |
| ‒ | | |
| 2,829 | |
| Total | |
| 19,847 | | |
| (9,701 | ) | |
| ‒ | | |
| 10,146 | |
Impairment considerations
Indefinite-lived intangible assets are tested for impairment
at least annually by comparing their estimated fair values to their respective carrying values. Under the accounting principles generally
accepted in the United States of America (U.S. GAAP), indefinite-lived intangible assets are tested individually in accordance with ASC
350. If the carrying amount exceeds fair value, an impairment loss is recognized. Fair value is measured using valuation techniques consistent
with the income and market approaches under ASC 820. Finite-lived intangible assets are reviewed for impairment when events or changes
in circumstances indicate that their carrying amounts may not be recoverable, in accordance with ASC 360. Such events or circumstances
may include, among others, a significant decline in market value, significant adverse change to which the asset is being used, significant
adverse change in legal factors that could affect the value, or an expectation that the asset will be disposed of before the end of its
previously estimated useful life.
When indicators of impairment are present, a two-step process
of testing for recoverability and measuring the impairment loss is performed by comparing the carrying amount of the asset to the estimated
undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds the undiscounted
cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset's fair value.
Impairment charges related to indefinite-lived
intangible assets during the nine months ended January 25, 2026 are as follows:
| (in thousands) | |
January 25, 2026 | |
| Cost | |
| | |
| College Inn | |
$ | 40,000 | |
| Kitchen Basics | |
| 64,320 | |
| | |
| 104,320 | |
| Impairment loss | |
| | |
| Balance at beginning of the year | |
| (25,980 | ) |
| Impairment loss | |
| (710 | ) |
| | |
| (26,690 | ) |
| Balance at January 25, 2026 | |
$ | 77,630 | |
With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate
that the related long-lived intangible assets may be recoverable.
Sources of estimation uncertainty
Estimating impairment of indefinite life intangible
assets
An income approach is used to determine
the impairment of indefinite life intangible assets. An income approach estimates fair value of these assets based on the forecasts of
the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations
reflect a consideration of other marketplace participants and include the amount and timing of future cashflows (including expected growth
rates and profitability). Significant judgment by management is required to estimate the impact of macroeconomic and other factors on
future cashflows. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category
growth rates, competitive activities, cost containment and margin expansion, Company business plans, relative market position and the
discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect
the accuracy or validity of the estimates and assumptions. Estimating fair value requires the Company to project future cash flows for
each indefinite-lived asset and apply a discount rate reflecting market-participant assumptions about risk and return. Actual cash flows
will differ from these estimates as a result of differences between assumptions used and actual operations.
With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate
that the related long-lived intangible assets may be recoverable.
Fair value measurements use valuation
techniques consistent with the income approach under ASC 820. Changes in discount rates, long-term margins or growth rates could significantly
affect the outcome of the impairment assessment. The fair value measurements for indefinite life intangible assets are classified within
Level 3 of the fair-value hierarchy as such measurements incorporate inputs that are not directly observable. These values are determined
based on estimates of assumptions that market participants would use in pricing the asset.
Estimating useful lives of customer
relationships
The Company estimates the useful lives
of its customer relationships and based on the period over which the assets are expected to be available for use. The estimated useful
lives of the customer relationships are reviewed periodically and are updated if expectations differ from previous estimates due to legal
or other limits on the use of the assets. A reduction in the estimated useful lives of customer relationships would increase recorded
amortization expense and decrease total assets.
Disaggregation of Revenue
| (in thousands) | |
January 25, 2026 | |
| College Inn | |
$ | 54,788 | |
| Kitchen Basics | |
| 38,342 | |
| | |
$ | 93,130 | |
Subsequent events have been evaluated
through June 1, 2026, the date these special purpose interim abbreviated financial statements were available for issuance.
Exhibit 99.3
B&G Foods, Inc.
and Subsidiaries
Unaudited Pro Forma Combined Financial Statements
On March 19, 2026, pursuant to an agreement
entered into on January 15, 2026, B&G Foods, Inc. and its subsidiaries completed the acquisition of the broth and
stock business of Del Monte Foods Holdings Limited and certain of its affiliates, including the College Inn and Kitchen Basics
brands for approximately $109.7 million in cash We refer to this acquisition as the College Inn and Kitchen Basics acquisition
and the broth and stock business as the College Inn and Kitchen Basics business.
Because B&G Foods’ April 4, 2026
historical balance sheet included in our Quarterly Report on Form 10-Q for our quarter ended April 4, 2026 filed on May 13,
2026 already reflects the College Inn and Kitchen Basics acquisition, a pro forma balance sheet is not required to be included
in this amendment.
The unaudited pro forma combined statements of
operations for the first quarter ended April 4, 2026 and the fiscal year ended January 3, 2026 combines our historical consolidated
statements of operations for the periods then ended with the statements of net revenues and direct expenses of the College Inn
and Kitchen Basics business for its quarter ended January 25, 2026 and its four quarter period ended January 25, 2026,
respectively, and gives effect to the College Inn and Kitchen Basics acquisition and related borrowings as if such transactions
occurred on December 29, 2024. Del Monte Foods has an April fiscal year end. These periods were presented to comply with Item
9.01(b) reporting rules when an acquired business has a different fiscal year than the acquiring company. Due to the timing
of the acquisition and differences in fiscal year-ends, results of the College Inn and Kitchen Basics business for the
quarter ended January 25, 2026 are included in both the annual and interim pro forma periods.
The College Inn and Kitchen Basics
acquisition has been accounted for by the acquisition method of accounting. The pro forma combined financial information sets forth the
preliminary allocation of the purchase price for the College Inn and Kitchen Basics acquisition based upon the estimated
fair value of the assets acquired at the date of acquisition using available information. The preliminary purchase price allocation may
be adjusted as a result of the finalization of our purchase price allocation procedures.
As previously disclosed, on May 23, 2025,
we completed the sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree
and whole peeled tomatoes for a purchase price of $10.6 million, which we refer to as the “Don Pepino divestiture.”
On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf stable vegetable brand for a purchase price of $59.1
million, which we refer to as the “Le Sueur U.S. divestiture.” On March 2, 2026, we completed the sale of our
Green Giant U.S. frozen business for a purchase price of approximately $61.5 million, which we refer to as the “Green
Giant U.S. frozen divestiture.” Also on March 2, 2026, and as a condition to the closing of the Green Giant U.S.
frozen divestiture we entered into a co-manufacturing agreement with the acquirer of the Green Giant U.S. frozen business.
Pursuant to the co-manufacturing agreement we continue to manufacture for the acquirer of the Green Giant U.S. frozen business,
at a manufacturing facility that was not transferred to the acquirer, the Green Giant frozen vegetable products produced
at that manufacturing facility for sale by the acquirer in the United States.
The pro forma financial information included in
this Exhibit 99.3, also gives effect to pro forma adjustments for the Don Pepino divestiture, the Le Sueur U.S. divestiture,
the Green Giant U.S. frozen divestiture and the commencement of the Green Giant U.S. frozen co-manufacturing business,
each of which was individually insignificant, because management believes that inclusion of such divestitures and the commencement of
the frozen co-manufacturing business, provides investors with more meaningful information.
The unaudited pro forma combined financial information
set forth below reflects pro forma adjustments that are based upon available information and certain assumptions that we believe are
reasonable. The unaudited pro forma combined financial information does not purport to represent our results of operations or financial
position that would have resulted had the College Inn and Kitchen Basics acquisition and related borrowings or the Don
Pepino divestiture, the Le Sueur U.S. divestiture, the Green Giant U.S. frozen divestiture and the commencement
of the Green Giant U.S. frozen co-manufacturing business to which pro forma effect is given been consummated as of the dates indicated.
Additionally, the unaudited pro forma combined statements of operations should not be considered indicative of expected future results.
Furthermore, no effect has been given in the unaudited pro forma combined statements of operations for synergistic benefits that may
be realized through the combination of B&G Foods and the College Inn and Kitchen Basics business or the costs that
will be incurred in integrating the operations of the College Inn and Kitchen Basics business.
The unaudited pro forma combined financial statements
and accompanying notes should be read in conjunction with the historical financial statements and the notes thereto for B&G Foods
that are included in our Annual Report on Form 10-K for the Year Ended January 3, 2026, filed with the Securities and Exchange
Commission (SEC) on March 3, 2026, our Quarterly Report on Form 10-Q for the period ended April 4, 2026 filed with the
SEC on May 13, 2026, and the historical financial statements of the College Inn and Kitchen Basics business that are
filed as Exhibits 99.1 and 99.2 to our Current Report on Form 8-K/A filed on June 1, 2026.
B&G Foods, Inc. and Subsidiaries
Unaudited Pro Forma Combined Statement of Operations
Year Ended January 3, 2026
(In thousands, except per share data)
| | |
Historical | | |
| | |
| | |
| | |
| | |
| |
| | |
B&G
Foods(1) | | |
College
Inn and
Kitchen
Basics(2) | | |
College
Inn and
Kitchen
Basics
Reclassification
Adjustments(3) | | |
College
Inn and
Kitchen
Basics
Pro
Forma
Adjustments | | |
Don
Pepino,
Le Sueur U.S.
and Green
Giant U.S.
Frozen
Divestiture
Adjustments(4) | | |
Green
Giant
U.S.
Frozen
Co-
Manufacturing
Adjustments(5) | | |
Pro
Forma
Combined | |
| Net
sales | |
$ | 1,828,687 | | |
$ | 116,033 | | |
$ | — | | |
| — | | |
$ | (256,962 | ) | |
$ | 110,111 | | |
$ | 1,797,869 | |
| Cost
of goods sold | |
| 1,429,870 | | |
| 84,961 | | |
| 1,841 | | |
| — | | |
| (251,976 | ) | |
| 104,301 | | |
| 1,368,997 | |
| Gross
profit | |
| 398,817 | | |
| 31,072 | | |
| (1,841 | ) | |
| — | | |
| (4,986 | ) | |
| 5,810 | | |
| 428,872 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating
expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Sales,
general and administrative | |
| 194,947 | | |
| 13,125 | | |
| (1,841 | ) | |
| — | | |
| (33,508 | ) | |
| — | | |
| 172,723 | |
| Amortization
expense | |
| 20,292 | | |
| — | | |
| — | | |
| 780 | (7) | |
| (1,435 | ) | |
| — | | |
| 19,637 | |
| (Gain)
loss on sales of asset | |
| (2,867 | ) | |
| — | | |
| — | | |
| — | | |
| 2,867 | | |
| — | | |
| — | |
| Impairment
of assets held for sale | |
| 28,500 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 28,500 | |
| Impairment
of intangible assets | |
| 60,798 | | |
| 25,980 | | |
| — | | |
| (25,980 | ) | |
| (34,798 | ) | |
| — | | |
| 26,000 | |
| Operating
income (loss) | |
| 97,147 | | |
| (8,033 | ) | |
| — | | |
| 25,200 | | |
| 61,888 | | |
| 5,810 | | |
| 182,012 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Other
expenses (income): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest
expense, net | |
| 149,631 | | |
| — | | |
| — | | |
| 5,680 | (8) | |
| (5,179 | )(9) | |
| — | | |
| 150,132 | |
| Other
income | |
| (4,750 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,750 | ) |
| (Loss)
income before income tax (benefit) expense | |
| (47,734 | ) | |
| (8,033 | ) | |
| — | | |
| 19,520 | | |
| 67,067 | | |
| 5,810 | | |
| 36,630 | |
| Income
tax (benefit)expense | |
| (4,477 | ) | |
| — | | |
| — | | |
| 2,872 | (10) | |
| 16,767 | | |
| 1,453 | | |
| 16,615 | |
| Net
(loss) income | |
$ | (43,257 | ) | |
$ | (8,033 | ) | |
$ | — | | |
$ | 16,648 | | |
$ | 50,300 | | |
$ | 4,357 | | |
$ | 20,015 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted
average common shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 79,755 | | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| 79,755 | |
| Diluted | |
| 79,755 | | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| 80,428 | |
| Earnings
per share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.54 | ) | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
$ | 0.25 | |
| Diluted | |
$ | (0.54 | ) | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
$ | 0.25 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash
dividends declared per share | |
$ | 0.76 | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
$ | 0.76 | |
See accompanying notes to unaudited pro forma
combined financial statements.
B&G Foods, Inc. and Subsidiaries
Unaudited Pro Forma Combined Statement of Operations
Quarter Ended April 4, 2026
(In thousands, except per share data)
| | |
Historical | | |
| | |
| | |
| | |
| | |
| |
| | |
B&G
Foods(1) | | |
College
Inn and
Kitchen
Basics(2) | | |
College
Inn and
Kitchen
Basics
Reclassification
Adjustments(3) | | |
College
Inn and
Kitchen
Basics
Pro
Forma
Adjustments | | |
Green
Giant U.S.
Frozen
Divestiture
Adjustments(4) | | |
Green
Giant
U.S.
Frozen
Co-
Manufacturing
Adjustments(5) | | |
Pro
Forma
Combined | |
| Net
sales | |
$ | 408,936 | | |
$ | 37,820 | | |
$ | — | | |
$ | (3,871 | )(6) | |
$ | (32,392 | ) | |
$ | 14,378 | | |
$ | 424,871 | |
| Cost
of goods sold | |
| 329,047 | | |
| 27,620 | | |
| 583 | | |
| (3,173 | )(6) | |
| (29,295 | ) | |
| 13,620 | | |
| 338,402 | |
| Gross
profit | |
| 79,889 | | |
| 10,200 | | |
| (583 | ) | |
| (698 | ) | |
| (3,097 | ) | |
| 758 | | |
| 86,469 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating
expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Sales,
general and administrative | |
| 50,190 | | |
| 4,232 | | |
| (583 | ) | |
| (640 | ) | |
| (3,648 | ) | |
| — | | |
| 49,551 | |
| Amortization
expense | |
| 4,376 | | |
| — | | |
| — | | |
| 165 | (7) | |
| — | | |
| — | | |
| 4,541 | |
| Loss
(gain) on sales of assets | |
| 36,282 | | |
| — | | |
| — | | |
| — | | |
| (36,282 | ) | |
| — | | |
| — | |
| Impairment
of intangible assets | |
| — | | |
| 710 | | |
| — | | |
| (710 | ) | |
| — | | |
| — | | |
| — | |
| Operating
income (loss) | |
| (10,959 | ) | |
| 5,258 | | |
| — | | |
| 487 | | |
| 36,833 | | |
| 758 | | |
| 32,377 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Other
expenses (income): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest
expense, net | |
| 35,822 | | |
| — | | |
| — | | |
| 1,202 | (8) | |
| (507 | )(9) | |
| — | | |
| 36,517 | |
| Other
income | |
| (1,506 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,506 | ) |
| (Loss)
income before income tax (benefit) expense | |
$ | (45,275 | ) | |
$ | 5,258 | | |
| — | | |
| (715 | ) | |
| 37,340 | | |
| 758 | | |
| (2,634 | ) |
| Income
tax (benefit) expense | |
| (12,731 | ) | |
| — | | |
| — | | |
$ | 1,136 | (10) | |
| 9,335 | | |
| 190 | | |
| (2,070 | ) |
| Net
(loss) income | |
$ | (32,544 | ) | |
$ | 5,258 | | |
$ | — | | |
$ | (1,851 | ) | |
$ | 28,005 | | |
$ | 568 | | |
$ | (564 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted
average common shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 80,203 | | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| 80,203 | |
| Diluted | |
| 80,203 | | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| 80,203 | |
| Earnings
per share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.41 | ) | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
$ | (0.01 | ) |
| Diluted | |
$ | (0.41 | ) | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
$ | (0.01 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash
dividends declared per share | |
$ | 0.19 | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
$ | 0.19 | |
See accompanying notes to unaudited pro forma
combined financial statements.
B&G Foods, Inc.
and Subsidiaries
Notes to Unaudited Pro Forma Combined Financial Statements
Year Ended January 3, 2026 and Quarter
Ended April 4, 2026
| (1) | Represents our consolidated results of operations for our fiscal year
ended January 3, 2026 and quarter ended April 4, 2026. Because the College Inn and
Kitchen Basics acquisition occurred on March 19, 2026, there are approximately
two weeks of results for those brands included in our results of operations for the first
quarter of 2026. On an actual basis, the College Inn and Kitchen Basics acquisition
contributed $2.9 million of our aggregate $408.9 million of consolidated net sales, and $0.4
million of pre-tax income of our aggregate $45.3 million pre-tax loss, for the first quarter
of 2026. |
| (2) | Represents the historical statements of net revenues and direct expenses
for the College Inn and Kitchen Basics business for its four quarters ended
January 25, 2026 and its quarter ended January 25, 2026. The historical statements
of net revenues and direct expenses for the College Inn and Kitchen Basics
business for these periods were derived from the historical statements of net revenues and
direct expenses for the College Inn and Kitchen Basics business for its fiscal
year ended April 27, 2025 and its three quarters ended January 25, 2026. |
| (3) | Based on our review of the accounting policies and financial statement
presentation for the historical financial statements for the College Inn and Kitchen
Basics business, certain balances from the historical financial statements for the
College Inn and Kitchen Basics business have been reclassified to conform
its presentation to that of B&G Foods. |
| (4) | For the quarter ended April 4, 2026 does not include adjustments
for the Don Pepino or Le Sueur U.S. businesses since results for those
businesses were not included in our financial statements for that quarter. |
| (5) | Based on the historical results of operations relating to those products of the Green Giant U.S. frozen business that
would have been subject to the Green Giant U.S. frozen co-manufacturing agreement had the Green Giant U.S. frozen
divestiture and the commencement of the Green Giant U.S. frozen co-manufacturing agreement commenced as of the first day of
the applicable period presented, in each case adjusted to reflect the impact that the contractual terms of the Green Giant U.S.
frozen co-manufacturing agreement, including the impact that the tolling fees, management fees and pass-through freight costs
allocated based on destination, would have had on our results of operations. |
| (6) | Represents an adjustment to remove approximately two weeks of operating
results from the historical College Inn and Kitchen Basics business quarterly financial results because two weeks of
operating results for the College Inn and Kitchen Basics business are already
included in the historical results for B&G Foods for the quarter ended April 4,
2026. |
| (7) | The total purchase price for the College Inn and Kitchen Basics
acquisition was approximately $109.7 million. The following table sets forth the preliminary
allocation of the College Inn and Kitchen Basics purchase price to the estimated
fair value of the net assets acquired as of March 19, 2026, based upon currently available
information. Inventory has been recorded at estimated selling price less costs of disposal
and a reasonable profit. A third party valuation specialist assisted us with our determination
of the valuation for the intangible assets acquired (including trademarks and customer relationship
intangibles). The preliminary purchase price allocation will be adjusted as a result of the
finalization of our purchase price allocation procedures. We anticipate completing the purchase
price allocation during fiscal 2026. |
| (Dollars in thousands) | |
| | |
| | |
| | |
| Trademarks – indefinite life intangible assets | |
| 72,300 | |
| Inventories | |
| 15,792 | |
| Customer relationships – finite-lived intangible assets | |
| 15,600 | |
| Goodwill | |
| 5,782 | |
| Other assets | |
| 181 | |
| Total preliminary purchase price (paid in cash) | |
$ | 109,655 | |
The excess of the purchase price over the fair value of
identifiable tangible and intangible assets acquired represents goodwill. Trademarks are deemed to have an indefinite useful life and
are not amortized.
Represents an adjustment for acquired intangible asset amortization
expense of $780 thousand and $165 thousand for the year ended January 3, 2026 and quarter ended April 4, 2026, respectively,
with an amortization of 20 years.
| (8) | Adjustment to reflect our incurrence of an incremental $109.7 million
of borrowings (dollars in thousands): |
| | |
Year Ended
January 3, 2026 | | |
Quarter Ended
April 4, 2026 | |
| Interest expense relating to: | |
| | | |
| | |
| Revolving credit loans due 2028 ($109,655 at 5.68%) | |
$ | 6,228 | | |
$ | 1,318 | |
| Unused revolver fees savings | |
$ | (548 | ) | |
$ | (116 | ) |
| Adjustment to interest expense | |
$ | 5,680 | | |
$ | 1,202 | |
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. At April 4, 2026, the revolving credit facility
weighted average interest rate was approximately 5.68%.
If the interest rates were to increase or decrease by 0.125%
from the rates assumed in the table above, pro forma interest expense would change by approximately $0.1 million for the fiscal year
ended January 3, 2026 and less than $0.1 million for the quarter ended April 4, 2026.
| (9) | Adjustments to reflect the repayment of $131.2 million and $61.5 million
of borrowings, respectively, for the year ended January 3, 2026 and the quarter ended
April 4, 2026, with the proceeds from the divestitures (dollars in thousands): |
| | |
Year Ended
January 3, 2026 | |
| Interest expense relating to: | |
| | |
| Revolving credit loans due 2028 ($131,224 at 5.68%) | |
$ | (5,679 | ) |
| Incremental unused revolver fees | |
$ | 500 | |
| Adjustment to interest expense | |
$ | (5,179 | ) |
| | |
Quarter Ended
April 4, 2026 | |
| Interest expense relating to: | |
| | |
| Revolving credit loans due 2028 ($61,468 at 5.68%) | |
$ | (556 | ) |
| Incremental unused revolver fees | |
$ | 49 | |
| Adjustment to interest expense | |
$ | (507 | ) |
| (10) | Adjustment to reflect income tax expense on the results of operations
of the College Inn and Kitchen Basics business and the pro forma adjustments
for the year ended January 3, 2026 and quarter ended April 4, 2026 using estimated
statutory income tax rates of 25.0% (federal and state) for both periods. Income tax expense
was not allocated to the College Inn and Kitchen Basics business in the pre-acquisition
statements of net revenues and direct expenses. |
