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What changed in B&G Foods, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of B&G Foods, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+365 added−376 removedSource: 10-K (2025-02-25) vs 10-K (2024-02-28)

Top changes in B&G Foods, Inc.'s 2025 10-K

365 paragraphs added · 376 removed · 278 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

67 edited+16 added−20 removed70 unchanged
Biggest changeTo the extent that we are unable to offset present and future cost increases through pricing and cost savings initiatives, our operating results will be negatively impacted. Customers Our top ten customers accounted for approximately 60.8% of our net sales and approximately 63.1% of our end of the year receivables for fiscal 2023.
Biggest changeAlthough freight rates began to decline in 2023, freight rates remained elevated during fiscal 2023 and 2024, and we expect freight rates to remain elevated into fiscal 2025. To the extent that we are unable to offset present and future cost increases through pricing and cost savings initiatives, our operating results will be negatively impacted.
Third parties located in U.S. and foreign locations produce our Baker’s Joy , B&M , Bear Creek Country Kitchens , Canoleo , Cream of Rice , Crock Pot , Joan of Arc , Le Sueur , MacDonald’s , McCann’s , New York Flatbreads , Regina , Spring Tree , Static Guard , Sugar Twin , TrueNorth and Underwood products and a portion of our B&G , Cary’s , Cream of Wheat , Crisco , Green Giant , Las Palmas , Ortega and Victoria products under co-packing agreements or purchase orders.
Third parties located in U.S. and foreign locations produce our Baker’s Joy , B&M , Bear Creek Country Kitchens , Canoleo , Cream of Rice , Crock Pot , Joan of Arc , Le Sueur , New York Flatbreads , Regina , Spring Tree , Static Guard , Sugar Twin , TrueNorth and Underwood products and a portion of our B&G , Cary’s , Cream of Wheat , Crisco , Green Giant , Las Palmas , MacDonald’s , McCann’s and Ortega products under co-packing agreements or purchase orders.
We experienced sudden and high cost inflation in fiscal 2021, fiscal 2022 and early 2023. Costs remained elevated in fiscal 2023, and we expect costs to remain elevated in fiscal 2024. We attempt to manage these risks by entering into short-term supply contracts and advance commodities purchase agreements, implementing cost saving measures and raising sales prices.
We experienced sudden and high cost inflation in fiscal 2021, fiscal 2022 and early 2023. Costs remained elevated in fiscal 2023 and fiscal 2024, and we expect costs to remain elevated in fiscal 2025. We attempt to manage these risks by entering into short-term supply contracts and advance commodities purchase agreements, implementing cost saving measures and raising sales prices.
Smucker Co., referred to as the “ Crisco acquisition” in the remainder of this report. ​ May 2019 ​ Acquisition of Clabber Girl Corporation, including the Clabber Girl , Rumford , Davis , Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes, from Hulman & Company, referred to as the “ Clabber Girl acquisition” in the remainder of this report. ​ October 2018 ​ Divestiture of Pirate Brands, including the Pirate’s Booty , Smart Puffs , and Original Tings brands, which was sold to The Hershey Company. ​ July 2018 ​ Acquisition of the McCann’s brand of premium Irish oatmeal from TreeHouse Foods, Inc. ​ October 2017 ​ Acquisition of Back to Nature Foods Company, LLC and related entities, including the Back to Nature and SnackWell’s brands, from Brynwood Partners VI L.P., Mondelēz International and certain other sellers. ​ December 2016 ​ Acquisition of Victoria Fine Foods, LLC, and a related entity, from Huron Capital Partners and certain other sellers. ​ November 2016 ​ Acquisition of the spices & seasonings business of ACH Food Companies, Inc., including the Spice Islands , Tone’s , Durkee and Weber brands, referred to as the “spices & seasonings acquisition” in the remainder of this report.
Smucker Co., referred to as the “ Crisco acquisition” in the remainder of this report. ​ May 2019 ​ Acquisition of Clabber Girl Corporation, including the Clabber Girl , Rumford , Davis , Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes, from Hulman & Company, referred to as the “ Clabber Girl acquisition” in the remainder of this report. ​ October 2018 ​ Divestiture of Pirate Brands, including the Pirate’s Booty , Smart Puffs , and Original Tings brands, which was sold to The Hershey Company. ​ July 2018 ​ Acquisition of the McCann’s brand of premium Irish oatmeal from TreeHouse Foods, Inc. ​ October 2017 ​ Acquisition of Back to Nature Foods Company, LLC and related entities, including the Back to Nature and SnackWell’s brands, from Brynwood Partners VI L.P., Mondelēz International and certain other sellers. ​ December 2016 ​ Acquisition of Victoria Fine Foods, LLC, and a related entity, from Huron Capital Partners and certain other sellers. ​ - 5 - Table of Contents November 2016 ​ Acquisition of the spices & seasonings business of ACH Food Companies, Inc., including the Spice Islands , Tone’s , Durkee and Weber brands, referred to as the “spices & seasonings acquisition” in the remainder of this report.
Our sales organization is aligned by distribution channels and consists of regional sales managers, key account managers and sales persons. Regional sales managers sell our products nationwide through national and regional brokers, with separate organizations focusing on foodservice, grocery chain accounts and special markets.
Our sales organization is aligned by distribution channels and consists of regional sales managers, key account managers and sales persons. Regional sales managers sell our products nationwide directly and through national and regional brokers, with separate organizations focusing on foodservice, grocery chain accounts and special markets.
Compensation and Benefits. We provide competitive and equitable wages and offer comprehensive and affordable benefits to our employees. Human Rights. Consistent with the requirements of our Code, our core values and our human rights policy, we respect the personal dignity and individual worth of every human being.
We provide competitive and equitable wages and offer comprehensive and affordable benefits to our employees. Human Rights. Consistent with the requirements of our Code, our core values and our human rights policy, we respect the personal dignity and individual worth of every human being.
Our core values: passion ; food safety and quality ; diversity, equity and inclusion ; integrity and accountability ; customer and consumer focus ; safety and health at work ; collaboration ; and empowerment , have been critical to our success.
Our core values: passion ; food safety and quality ; diversity and inclusion ; integrity and accountability ; customer and consumer focus ; safety and health at work ; collaboration ; and empowerment , have been critical to our success.
The profitability of our business relies in substantial part on the prices we and our co-packers pay for these raw materials and packaging materials, which can fluctuate due to a number of factors, including changes in crop size, national, state and local government sponsored agricultural programs, export demand, currency exchange rates, natural disasters, weather conditions during the growing and harvesting seasons, water supply, general growing conditions, the effect of insects, plant diseases and fungi, and glass, metal and plastic prices.
The profitability of our business relies in substantial part on the prices we and our co-packers pay for these raw materials and packaging materials, which can fluctuate due to a number of factors, including changes in crop size, national, state and - 10 - Table of Contents local government sponsored agricultural programs, export demand, currency exchange rates, natural disasters, weather conditions during the growing and harvesting seasons, water supply, general growing conditions, the effect of insects, plant diseases and fungi, and glass, metal and plastic prices.
(3) The collective bargaining agreement for our Mexico facility does not have an expiration date; however, certain terms of the agreement are subject to periodic review and negotiation, including wages at least annually and general conditions every two years.
(2) The collective bargaining agreement for our Mexico facility does not have an expiration date; however, certain terms of the agreement are subject to periodic review and negotiation, including wages at least annually and general conditions every two years.
In January 2021, we adopted a new environmental, health and safety policy that, among other things, provides that we hold our leadership accountable for providing and maintaining safe and healthful working conditions; insist that no manufacturing facility, warehouse, office, or department will be considered properly managed regardless of its proficiency in other areas unless it maintains a safe and healthful work environment; and mandating that safety is a condition of employment and holding every employee accountable for following all prescribed work safety practices and procedures.
Our environmental, health and safety policy provides, among other things, that we hold our leadership accountable for providing and maintaining safe and healthful working conditions; insist that no manufacturing facility, warehouse, office, or department will be considered properly managed regardless of its proficiency in other areas unless it maintains a safe and healthful work environment; and mandating that safety is a condition of employment and holding every employee accountable for following all prescribed work safety practices and procedures.
See “— Labor Relations and Collective Bargaining Agreements” below. - 11 - Table of Contents Our Core Values; Compliance and Ethics. At B&G Foods, we are committed to providing quality products and observing high ethical standards in the conduct of our business. Together with our predecessors, we have been doing so since the 1800s.
See “— Labor Relations and Collective Bargaining Agreements” below. Our Core Values; Compliance and Ethics. At B&G Foods, we are committed to providing quality products and observing high ethical standards in the conduct of our business. Together with our predecessors, we have been doing so since the 1800s.
While we believe that our relations with our union employees are in general good, we cannot assure you that we will be able to negotiate a new collective bargaining agreement for our Terre Haute facility on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages.
While we believe that our relations with our union employees are in general good, we cannot assure you that we will be able to negotiate a new collective bargaining agreement for our Ankeny facility on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages.
Based on our experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our - 15 - Table of Contents business, consolidated financial condition, results of operations or liquidity.
Based on our experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.
Dash’s brand essence, “Salt-Free, Flavor-Full,” resonates with consumers and underscores the brand’s commitment to provide healthy products that fulfill consumers’ expectations for taste. Prior to 2020, the brand was known as Mrs. Dash . The Las Palmas brand originated in 1922 and primarily includes authentic Mexican enchilada sauce, chili sauce and various pepper products.
Dash’s - 6 - Table of Contents brand essence, “Salt-Free, Flavor-Full,” resonates with consumers and underscores the brand’s commitment to provide healthy products that fulfill consumers’ expectations for taste. Prior to 2020, the brand was known as Mrs. Dash . The Las Palmas brand originated in 1922 and primarily includes authentic Mexican enchilada sauce, chili sauce and various pepper products.
However, we cannot predict what environmental laws or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental laws or regulations or to respond to such environmental claims.
However, we cannot predict what - 14 - Table of Contents environmental laws or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental laws or regulations or to respond to such environmental claims.
Over the past decade or so, the retail side of the food industry has seen a continuing shift of sales to alternate food outlets such as supercenters, warehouse clubs, organic and “natural” food stores, dollar stores, drug stores and e-tailers.
Over the past decade or so, the retail side of the food industry has seen a continuing shift of sales to alternate food outlets such as supercenters, warehouse clubs, organic and “natural” food stores, dollar stores, - 8 - Table of Contents drug stores and e-tailers.
For example, we sell Weber seasonings and other flavor enhancers pursuant to a licensing agreement with Weber-Stephen Products LLC, Crockpot seasoning mixes pursuant to a license agreement with Sunbeam Products, Inc., Skinnygirl fat free and sugar free salad dressings and sugar free cocktail inspired preserves pursuant to a license agreement with Better Bites, LLC, Cinnamon Toast Crunch Cinnadust seasoning blend and Cinnamon Toast Crunch creamy cinnamon spread pursuant to a license agreements with a subsidiary of General Mills, Inc., Einstein Bros. everything bagel seasoning blend pursuant to a license agreement with Einstein Noah Restaurant Group, Inc., and Cream of Wheat Cinnabon ® , a co-branded product, pursuant to a license agreement with a subsidiary of Cinnabon Franchisor SPV LLC.
For example, we sell Weber seasonings and other flavor enhancers pursuant to a licensing agreement with Weber-Stephen Products LLC, Crockpot seasoning mixes pursuant to a license agreement with Sunbeam Products, Inc., Skinnygirl fat free and sugar free salad dressings and sugar free cocktail inspired preserves pursuant to a license agreement with Better Bites, LLC, Cinnamon Toast Crunch Cinnadust seasoning blend pursuant to a license agreement with a subsidiary of General Mills, - 11 - Table of Contents Inc., Einstein Bros. everything bagel seasoning blend pursuant to a license agreement with Einstein Noah Restaurant Group, Inc., and Cream of Wheat Cinnabon ® , a co-branded product, pursuant to a license agreement with a subsidiary of Cinnabon Franchisor SPV LLC.
Our sales managers coordinate our broker sales efforts, make key account calls with buyers or distributors and supervise broker retail coverage of the products at the store level. - 8 - Table of Contents Our sales strategy is centered on individual brands. We allocate promotional spending for each of our brands and our regional sales managers coordinate promotions with customers.
Our sales managers coordinate our direct and broker sales efforts, make key account calls with buyers or distributors and supervise direct and broker retail coverage of the products at the store level. Our sales strategy is centered on individual brands. We allocate promotional spending for each of our brands and our regional sales managers coordinate promotions with customers.
As set forth in our Code and our discrimination and harassment policy, we have a zero-tolerance policy on discrimination and harassment and have several methods under which employees can report incidents, including an online and telephone hotline through which employees can report any discrimination and harassment or any other compliance and ethics concerns confidentially or anonymously and without fear of reprisal.
As set forth in our Code and our discrimination and harassment policy, we have a zero-tolerance policy on discrimination and harassment and have several methods under which employees can report incidents, including an online and telephone hotline through which employees can report any discrimination and harassment or any other compliance and ethics concerns confidentially or anonymously and without fear of reprisal. - 12 - Table of Contents Compensation and Benefits.
We also license the Green Giant name and related intellectual property to General Mills for use with its sale of frozen and shelf-stable products in parts of Europe, Asia and in various other locations outside of the United States and Canada. Human Capital As of December 30, 2023, our workforce consisted of 2,912 employees.
We also license the Green Giant name and related intellectual property to General Mills for use with its sale of frozen and shelf-stable products in parts of Europe, Asia and in various other locations outside of the United States and Canada. Human Capital As of December 28, 2024, our workforce consisted of 2,784 employees.
We have collective bargaining agreements covering employees at six of our facilities in the United States, and one facility in Mexico, which vary in term depending on the location: ​ ​ ​ ​ ​ Facility Location Union Effective Date Expiration Date No. of Employees Covered (1) Ankeny, IA International Brotherhood of Teamsters, Local No. 238 Apr. 5, 2020 Apr. 6, 2025 313 Brooklyn, NY United Food and Commercial Workers Union, Local No. 342 Jan. 1, 2020 Dec. 31, 2023 (2) 41 Cincinnati, OH The Employees Representation Association May 1, 2020 Apr. 30, 2027 122 Irapuato, MX National Union of Frozen and Packaging Food Processors, Similar and Related, Confederation of Mexican Workers (CTM) April 14, 2023 (3) ​ 868 Roseland, NJ International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America, Local No. 863 Apr. 1, 2020 Mar. 31, 2026 50 Stoughton, WI Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy Employees and Helpers Union, Local No. 695 Mar. 28, 2021 Mar. 26, 2026 57 Terre Haute, IN Chauffeurs, Teamsters, Warehousemen and Helpers Union, Local No. 135 Mar. 28, 2021 Mar. 30, 2024 111 (1) As of December 30, 2023.
We have collective bargaining agreements covering employees at six of our facilities in the United States, and one facility in Mexico, which vary in term depending on the location: ​ ​ ​ ​ ​ Facility Location Union Effective Date Expiration Date No. of Employees Covered (1) Ankeny, IA International Brotherhood of Teamsters, Local No. 238 Apr. 5, 2020 Apr. 6, 2025 321 Brooklyn, NY United Food and Commercial Workers Union, Local No. 342 Jan. 1, 2024 Dec. 31, 2027 39 Cincinnati, OH The Employees Representation Association May 1, 2023 Apr. 30, 2027 121 Irapuato, MX National Union of Frozen and Packaging Food Processors, Similar and Related, Confederation of Mexican Workers (CTM) Apr. 14, 2023 (2) ​ 724 Roseland, NJ International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America, Local No. 863 Apr. 1, 2020 Mar. 31, 2026 50 Stoughton, WI Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy Employees and Helpers Union, Local No. 695 Mar. 28, 2021 Mar. 26, 2026 61 Terre Haute, IN Chauffeurs, Teamsters, Warehousemen and Helpers Union, Local No. 135 Mar. 31, 2024 Mar. 30, 2027 110 (1) As of December 28, 2024.
For more information about some of our key environmental sustainability initiatives, and for copies of our environmental, health and safety policy, our water stewardship policy and our inaugural corporate social responsibility report, please see https://www.bgfoods.com/about/responsibility.
For more information about some of our key environmental sustainability goals and initiatives, and for copies of our environmental, health and safety policy, our water stewardship policy and our most recent corporate social responsibility report, please see https://www.bgfoods.com/about/responsibility.
As noted in the table above, one of our collective bargaining agreements, covering employees at our Terre Haute facility, is scheduled to expire in the next twelve months.
As noted in the table above, one of our collective bargaining agreements, covering employees at our Ankeny, Iowa facility, is scheduled to expire in the next twelve months.
We purchase most of the produce used to make our frozen and shelf-stable canned vegetables, pickles, relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we generally purchase the majority of our maple syrup requirements during the months of April through August.
We purchase most of the produce used to make our frozen and shelf-stable canned vegetables, pickles, relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we generally purchase the majority of our maple syrup requirements during the months of April through August. Consequently, our liquidity needs are greatest during these periods.
Our frozen distribution network consists of seven primary distribution centers in the United States and Canada, which are owned and operated by third-party logistics providers. We believe that our distribution systems for shelf-stable and frozen products have sufficient capacity to accommodate incremental product volume. See Item 2, “Properties” for a listing of our owned and leased distribution centers and warehouses.
Our frozen distribution network consists of seven primary distribution centers in the United States and Canada, which are owned and operated by third-party logistics providers. We believe that our distribution systems for shelf-stable and frozen products have sufficient capacity to accommodate incremental product volume.
We have fire in our bellies, are energized by new challenges and pursue excellence in everything we do. We believe in teamwork, have a common desire to be part of something big, and share a commitment to stay humble even as we continue to grow. We believe in the power of teams while respecting individual differences.
We have fire in our bellies, are energized by new challenges and pursue excellence in everything we do. We believe in teamwork and collaboration, have a common desire to be part of something big, and share a commitment to stay humble even as we continue to grow.
Historically, it has been characterized by relatively stable sales growth, based largely on price and population increases. In recent years, however, excluding the impact of the COVID-19 pandemic, many traditional center of store grocery brands in the industry have often experienced flat to modestly declining sales.
Food Industry The food industry is one of the United States’ largest industries. Historically, it has been characterized by relatively stable sales growth, based largely on price and population increases. In recent years, however, except during the COVID-19 pandemic, many traditional center of store grocery brands in the industry have often experienced flat to modestly declining sales.
Beginning in the fourth quarter of 2022 through fiscal 2023, we have seen improvements in our gross profit and gross profit margins as our net pricing has largely caught up with input cost increases.
Beginning in the fourth quarter of 2022 through fiscal 2023, we saw improvements in our gross profit and gross profit margins as our net pricing largely caught up with input cost increases. Gross profit and gross profit margins remained relatively stable in fiscal 2024.
We are also subject to regulations in Canada that effectively require manufacturers to contribute to the cost of recycling food and beverage packaging after consumers use it, and we expect similar regulations to be enacted in the United States.
We are also subject to regulations in most provinces of Canada that effectively require manufacturers to contribute to the cost of recycling food and beverage packaging after consumers use it, and similar regulations have been or are expected to be enacted by various states of the United States.
The brand’s offerings include organic products. - 6 - Table of Contents The Mama Mary’s brand was introduced in 1986 and is a leading brand of shelf-stable pizza crusts. Mama Mary’s also offers pizza sauces and premium gourmet pepperoni slices.
The Mama Mary’s brand was introduced in 1986 and is a leading brand of shelf-stable pizza crusts. Mama Mary’s also offers pizza sauces and premium gourmet pepperoni slices.
Of that total, 2,449 employees were engaged in manufacturing, 155 were engaged in marketing and sales, 186 were engaged in warehouse and distribution and 122 were engaged in administration. Approximately 53.6% of our employees, located at six manufacturing facilities in the United States and one manufacturing facility in Mexico, are covered by collective bargaining agreements.
Of that total, 2,321 employees were engaged in manufacturing, 147 were engaged in marketing and sales, 199 were engaged in warehouse and distribution and 117 were engaged in administration. Approximately 51.2% of our employees, located at six manufacturing facilities in the United States and one manufacturing facility in Mexico, are covered by collective bargaining agreements.
Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, advertising and other activities and the ability to identify and satisfy emerging consumer preferences. We compete with numerous companies of varying sizes, including divisions or subsidiaries of larger companies.
Competition We face competition in each of our product lines. Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, advertising and other activities and the ability to identify and satisfy emerging consumer preferences.
November 2015 ​ Acquisition of the Green Giant and Le Sueur brands from General Mills, Inc. ​ ​ ​ - 5 - Table of Contents Products and Markets The following is a brief description of some of our brands and product lines: The Green Giant and Le Sueur brands trace their roots to Le Sueur, Minnesota in 1903, and the Minnesota Valley Canning Company.
Products and Markets The following is a brief description of some of our brands and product lines: The Green Giant and Le Sueur brands trace their roots to Le Sueur, Minnesota in 1903, and the Minnesota Valley Canning Company.
Polaner Sugar Free preserves are the second leading brand of sugar free preserves nationally. The Spice Islands brand, established in San Francisco in 1941, is a leading premium spices and extracts brand offering a diverse line of high quality products including spices, seasonings, dried herbs, extracts, flavorings and sauce blends.
The Spice Islands brand, established in San Francisco in 1941, is a leading premium spices and extracts brand offering a diverse line of high quality products including spices, seasonings, dried herbs, extracts, flavorings and sauce blends. The brand’s offerings include organic products.
We have and will continue to communicate to our employees, supply chain partners and other stakeholders our commitment to human rights through our Code, our supplier code of conduct and our human rights policy. - 13 - Table of Contents Safety & Health at Work.
We have and will continue to communicate to our employees, supply chain partners and other stakeholders our commitment to human rights through our Code, our supplier code of conduct and our human rights policy. Safety & Health at Work. We are committed to ensuring the health and safety of our employees and expect the same from our supply chain partners.
The Spring Tree brand originated in 1976 in Brattleboro, Vermont, and consists of pure maple syrup and sugar free syrup. The Don Pepino and Sclafani brands originated in 1955 and 1900, respectively, and primarily include pizza and spaghetti sauces, whole and crushed tomatoes and tomato puree. The Trappey’s brand, which was introduced in 1898, has a Louisiana heritage.
The Don Pepino and Sclafani brands originated in 1955 and 1900, respectively, and primarily include pizza and spaghetti sauces, whole and crushed tomatoes and tomato puree. The Trappey’s brand, which was introduced in 1898, has a Louisiana heritage.
We evaluate and modify our manufacturing and other processes on an ongoing basis to mitigate risk and further reduce our impact on the environment, conserve water and reduce waste. Environmental Sustainability Goals. In January 2022, we established five-year environmental sustainability goals.
We evaluate and modify our manufacturing and other processes on an ongoing basis to mitigate risk and further reduce our impact on the environment, conserve water and reduce waste.
The Tone’s brand started as a family business in 1873 and was responsible for many of the early advancements in the spice industry. The Tone’s brand sells predominantly in the club channel while also servicing traditional grocery.
The Tone’s brand started as a family business in 1873 and was responsible for many of the early advancements in the spice industry. The Tone’s brand sells predominantly in the club channel while also servicing traditional grocery. The Spring Tree brand originated in 1976 in Brattleboro, Vermont, and consists of pure maple syrup and sugar free syrup.
The New York Flatbreads brand is a line of thin, crispy, flavorful crispbread that is available in several toppings. The Molly McButter brand created the butter-flavored sprinkles category in 1987. Molly McButter is available in butter and cheese flavors. Food Industry The food industry is one of the United States’ largest industries.
Vermont Maid syrup is available in regular, sugar-free and sugar-free butter varieties. The New York Flatbreads brand is a line of thin, crispy, flavorful crispbread that is available in several toppings. The Molly McButter brand created the butter-flavored sprinkles category in 1987. Molly McButter is available in butter and cheese flavors.
Our manufacturing facilities and products are subject to periodic inspection by federal, state, local and foreign authorities. We are subject to the Food, Drug and Cosmetic Act and the Food Safety Modernization Act and the regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging and safety of food.
Our manufacturing facilities and products are subject to periodic inspection by federal, state, local and foreign authorities. - 13 - Table of Contents We are subject to the Food, Drug and Cosmetic Act and the Food Safety Modernization Act and the regulations promulgated thereunder by the FDA.
Fiscal 2024 contains, and fiscal 2023, 2022 and 2021 each contained, 52 weeks. B&G Foods manufactures, sells and distributes a diverse portfolio of branded, high quality, shelf-stable and frozen food and household products across the United States, Canada and Puerto Rico. Many of our branded products have leading regional or national market shares.
When we refer to a “quarter” in this report, we are referring to a fiscal quarter. B&G Foods manufactures, sells and distributes a diverse portfolio of branded, high quality, shelf-stable and frozen food and household products across the United States, Canada and Puerto Rico. Many of our branded products have leading regional or national market shares.
For example, despite higher rates for freight in 2021 and 2022, we were able to offset a portion of the freight cost increases through pricing, which included both list price increases and trade spend optimization. Although freight rates began to decline in 2023, we expect freight rates to remain elevated into fiscal 2024.
We attempt to offset all or a portion of these increases through price increases and cost savings initiatives. For example, despite higher rates for freight in 2022, we were able to offset a portion of the freight cost increases through pricing, which included both list price increases and trade spend optimization.
Our marketing organization is aligned by brand and is responsible for the strategic planning for each of our brands. We focus on deploying promotional dollars where we believe the spending will have the greatest impact on sales. Marketing and trade spending support, on a national basis, typically consists of advertising trade promotions, coupons and cross-promotions with supporting products.
Our marketing organization is organized within our business units and aligned by brand and is responsible for the strategic planning for each of our brands. We focus on deploying promotional dollars where we believe the spending will have the greatest impact on sales.
Other than Walmart, which accounted for approximately 28.8% of our fiscal 2023 net sales, no single customer accounted for 10.0% or more of our fiscal 2023 net sales. Other than Walmart, which accounted for approximately 30.7% of our receivables as of December 30, 2023, no single customer accounted for more than 10.0% of our receivables as of December 30, 2023.
Other than Walmart, which accounted for approximately 36.0% of our receivables as of December 28, 2024, no single customer accounted for more than 10.0% of our receivables as of December 28, 2024. During fiscal 2024, 2023 and 2022, our net sales to foreign countries represented approximately 9.1%, 8.6% and 7.8%, respectively, of our total net sales.
Under the Bio-Terrorism Act we are required, among other things, to provide specific information about the food products we ship into the United States and to register our manufacturing, warehouse and distribution facilities with the FDA. - 14 - Table of Contents We believe that we are currently in substantial compliance with all material governmental laws and regulations and maintain all material permits and licenses relating to our operations.
Under the Bio-Terrorism Act we are required, among other things, to provide specific information about the food products we ship into the United States and to register our manufacturing, warehouse and distribution facilities with the FDA.
Baker’s Joy ’s product proposition has been to “generate a perfect release from the pan every time,” making baking easier, faster and more successful for everyday bakers. The Regina brand, which has been in existence since 1949, includes vinegars and cooking wines.
Baker’s Joy ’s product proposition has been to “generate a perfect release from the pan every time,” making baking easier, faster and more successful for everyday bakers. The McCann’s brand has been in existence since 1800 and offers classic traditional steel cut Irish oatmeal as well as convenience-oriented oatmeal products.
During fiscal 2023, 2022 and 2021, our net sales to foreign countries represented approximately 8.6%, 7.8% and 8.3%, respectively, of our total net sales. Our foreign sales are primarily to customers in Canada. Seasonality Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons/weather or certain other annual events.
Our foreign sales are primarily to customers in Canada. Seasonality Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons/weather or certain other annual events. In general, our sales are higher in the first and fourth quarters.
In addition to our own manufacturing facilities, we source a significant portion of our products under “co-packing” arrangements, a common industry practice in which manufacturing is outsourced to other companies. We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize company-owned manufacturing facilities most effectively.
We operate twelve manufacturing facilities for our products. See Item 2, “Properties” for a listing of our manufacturing facilities. Co-Packing Arrangements. In addition to our own manufacturing facilities, we source a significant portion of our products under “co-packing” arrangements, a common industry practice in which manufacturing is outsourced to other companies.
We are also subject to the U.S. Bio-Terrorism Act of 2002 which imposes on us import and export regulations.
This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging and safety of food. We are also subject to the U.S. Bio-Terrorism Act of 2002 which imposes on us import and export regulations.
During the past several years, our cost saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient and packaging costs.
In addition, if input costs decline, customers may look for price reductions in situations where we have locked into purchases at higher costs. During the past several years, our cost saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient and packaging and distribution costs. Production Manufacturing.
Throughout this report, we refer to our fiscal years ended January 1, 2022, December 31, 2022, December 30, 2023 and December 28, 2024 as “fiscal 2021,” “fiscal 2022,” “fiscal 2023” and “fiscal 2024,” respectively. Our fiscal year is the 52 or 53 week reporting period ending on the Saturday closest to December 31.
Throughout this report, we refer to our fiscal years ended December 31, 2022, December 30, 2023, December 28, 2024 and January 3, 2026 as “fiscal 2022,” “fiscal 2023,” “fiscal 2024” and “fiscal 2025,” respectively.
We believe in timely and open communication. We support each other professionally and personally without being asked. Our open-door policy creates an idea-driven environment where each of us, regardless of level, has a voice. We are approachable, collegial and fiercely loyal. Communication and Transparency; Employee Feedback; Employee Engagement.
Our open-door policy creates an idea-driven environment where each of us, regardless of level, has a voice. We are approachable, collegial and fiercely loyal. Communication and Transparency; Employee Feedback; Employee Engagement. We use various communication vehicles to share information with our employees about the business priorities, performance and internal happenings across our company.
Trappey’s products fall into two major categories—high quality peppers and hot sauces, including Trappey’s Red Devil . The Old London brand was created in 1932 and offers a variety of flavors available in melba toast snacks. Old London also markets specialty snacks under the Devonsheer brand name. The B&M brand was introduced in 1927.
Trappey’s products fall into two major categories—high quality peppers and hot sauces, including Trappey’s Red Devil . - 7 - Table of Contents The B&M brand was introduced in 1927. The B&M line includes a variety of baked beans and brown bread.
Radio, internet, social media and limited television advertising supplement this activity. Distribution. We distribute our products through a multiple-channel system that covers every class of customer nationwide. Due to the different demands of distribution for frozen and shelf-stable products, we maintain separate distribution systems.
Marketing and trade spending support, on a national basis, typically consists of advertising trade promotions, coupons and cross-promotions with supporting products. Radio, internet, social media and limited television advertising supplement this activity. Distribution. We distribute our products through a multiple-channel system that covers every class of customer nationwide.
In addition, from time to time, we experience margin pressure in certain markets as a result of competitors’ pricing practices. Our products compete not only against other brands in their respective product categories, but also against products in similar or related product categories.
Our products compete not only against other brands in their respective product categories, but also against products in similar or related product categories.
The information contained on our website is not part of, and is not incorporated in, this or any other report we file with or furnish to the SEC. We are currently collecting baseline data relating to our sustainable packaging, conservation of energy and water, and reduction of waste goals.
These policies, our corporate social responsibility reports and other information contained on our website are not part of, and are not incorporated in, this or any other report we file with or furnish to the SEC. Environmental Laws and Regulations.
Regina products are most commonly used in the preparation of salad dressings as well as in a variety of recipe applications, including sauces, marinades and soups. The Durkee brand was established in 1850 and, like our Tone’s brand, started as a family business and was an early leader in the spice industry. The TrueNorth brand was introduced in 2008.
Regina products are most commonly used in the preparation of salad dressings as well as in a variety of recipe applications, including sauces, marinades and soups. The TrueNorth brand was introduced in 2008. TrueNorth nut cluster snacks combine freshly roasted nuts, a dash of sea salt and just a hint of sweetness.
Mild molasses is designed for table use and full-flavored molasses is typically used in baking, barbeque sauces and as a breakfast syrup. The Sa-són brand was introduced in 1947 as a flavor enhancer used primarily for Puerto Rican and Hispanic food preparation. The product is generally used on beef, poultry, fish and vegetables.
The Sa-són brand was introduced in 1947 as a flavor enhancer used primarily for Puerto Rican and Hispanic food preparation. The product is generally used on beef, poultry, fish and vegetables. The brand’s flavor enhancer is offered in four flavors: Original, Coriander and Achiote, Garlic and Onion, and Tomato. We also offer reduced sodium versions of Sa-són .
We are committed to ensuring the health and safety of our employees and expect the same from our supply chain partners. We are committed to preventing accidents, injuries and illnesses related to the workplace.
We are committed to preventing accidents, injuries and illnesses related to the workplace.
Wright’s is offered in three flavors: Hickory, Mesquite and Applewood. - 7 - Table of Contents The Static Guard brand, the number one brand name in static elimination sprays, created the anti-static spray category when it was launched in 1978 to fulfill a previously unmet consumer need.
The Static Guard brand, the number one brand name in static elimination sprays, created the anti-static spray category when it was launched in 1978 to fulfill a previously unmet consumer need. The brand’s ability to consistently deliver on its promise to “instantly eliminate static cling” has resulted in a loyal consumer following.
In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through price increases and cost savings initiatives.
See Item 2, “Properties” for a listing of our owned and leased distribution centers and warehouses. - 9 - Table of Contents In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates.
Many of these competitors have multiple product lines, substantially greater financial and other resources and may have lower fixed costs and/or be substantially less leveraged than we are. Our ability to grow our business could be impacted by the relative effectiveness of, and competitive response to, our product initiatives, product innovation, advertising and promotional activities.
We compete with numerous companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources and may have lower fixed costs and/or be substantially less leveraged than we are.
The Cary’s brand originated in 1904 and is the oldest brand of pure maple syrup in the United States. Cary’s also offers sugar free syrup. The Baker’s Joy brand was introduced in 1982 and is the original brand of no-stick baking spray with flour.
The Cary’s brand originated in 1904 and is the oldest brand of pure maple syrup in the United States. Cary’s also offers sugar free syrup. The Regina brand, which has been in existence since 1949, includes vinegars and cooking wines.
We do this in part by monitoring employee engagement and satisfaction through periodic employee engagement surveys. Employee Empowerment, Training and Professional Development. We enable and encourage our employees to grow, excel and realize their full potential. We strive to hire people more talented than we are.
We make it a priority to listen to our employees, to understand their diverse viewpoints and respond to their feedback by taking action to improve. We do this in part by monitoring employee engagement and satisfaction through periodic employee engagement surveys. Employee Empowerment, Training and Professional Development.
We are committed to fostering an inclusive work environment where all employees have the opportunity to share their ideas, grow with our company, and realize their full potential. The tables below provide information regarding the percentages of our employees who are female or from underrepresented groups as compared to our overall employee population and our leadership.
We are committed to fostering an inclusive work environment where all employees have the opportunity to share their ideas, grow with our company, and realize their full potential. We believe in timely and open communication. We support each other professionally and personally without being asked.
TrueNorth nut cluster snacks combine freshly roasted nuts, a dash of sea salt and just a hint of sweetness. TrueNorth varieties include almond pecan crunch, chocolate nut crunch and cashew crunch. The Wright’s brand was introduced in 1895 and is a seasoning that reproduces the flavor and aroma of pit smoking in meats, chicken and fish.
The Wright’s brand was introduced in 1895 and is a seasoning that reproduces the flavor and aroma of pit smoking in meats, chicken and fish. Wright’s is offered in three flavors: Hickory, Mesquite and Applewood.
The Joan of Arc brand, which originated in 1895, includes a full range of canned beans including kidney, chili and other varieties. The Brer Rabbit brand has been in existence since 1907 and currently offers mild and full-flavored molasses as well as blackstrap molasses.
The Sugar Twin brand, primarily sold in Canada, was developed in 1968 and is a calorie free sugar substitute. The Joan of Arc brand, which originated in 1895, includes a full range of canned beans including kidney, chili and other varieties.
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The B&M line includes a variety of baked beans and brown bread. The B&M brand currently has a leading market share in the New England region. The McCann’s brand has been in existence since 1800 and offers classic traditional steel cut Irish oatmeal as well as convenience-oriented oatmeal products.
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Typically, our fiscal years and fiscal quarters consist of 52 and 13 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our other fiscal quarters.
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The brand’s ability to consistently deliver on its promise to “instantly eliminate static cling” has resulted in a loyal consumer following. The Sugar Twin brand, primarily sold in Canada, was developed in 1968 and is a calorie free sugar substitute.
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As a result, a 53rd week is added to our fiscal year every five or six years. Fiscal 2025 contains 53 weeks, and fiscal 2024, 2023 and 2022 each contained 52 weeks. Each quarter of fiscal 2024, 2023 and 2022 contained 13 weeks. The fourth quarter of fiscal 2025 will contain 14 weeks.
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The brand’s flavor enhancer is offered in four flavors: Original, Coriander and Achiote, Garlic and Onion, and Tomato. We also offer reduced sodium versions of Sa-són . The Vermont Maid brand has been in existence since 1919 and offers maple-flavored syrups. Vermont Maid syrup is available in regular, sugar-free and sugar-free butter varieties.
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November 2015 ​ Acquisition of the Green Giant and Le Sueur brands from General Mills, Inc. ​ ​ ​ Change to Organizational Structure Historically, we operated in a single industry segment.
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In general, our sales are higher in the first and fourth quarters.
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However, beginning with the first quarter of 2024, we are now organized into four reportable segments (also referred to as business units), as follows: (1) Specialty, which includes, among others, the Crisco , Clabber Girl , Bear Creek , Polaner , Underwood , B&G , Grandma’s , New York Style , Don Pepino , Sclafani , B&M , Baker’s Joy , Regina , TrueNorth , Static Guard, SugarTwin and Brer Rabbit brands; (2) Meals, which includes, among others, the Ortega , Maple Grove Farms , Cream of Wheat , Las Palmas , Victoria , Mama Mary’s , Spring Tree , McCann’s , Carey’s and Vermont Maid brands; (3) Frozen & Vegetables, which includes the Green Giant and Le Sueur brands; and (4) Spices & Flavor Solutions, which includes, among others, the Dash , Spice Islands , Weber , Ac’cent , Tone’s , Trappey’s , Durkee and Wright’s brands.
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Consequently, our liquidity needs are greatest during these periods. - 9 - Table of Contents Competition We face competition in each of our product lines.
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Prior period segment results in our consolidated financial statements and related notes in this report have been recast to reflect the change from one reportable segment to four reportable segments.
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In addition, if input costs decline, customers may look for price reductions in situations where we have locked into purchases at higher costs. Production Manufacturing. We operate twelve manufacturing facilities for our products. See Item 2, “Properties” for a listing of our manufacturing facilities. - 10 - Table of Contents Co-Packing Arrangements.
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Polaner Sugar Free preserves are the second leading brand of sugar free preserves nationally. The Polaner brand recently introduced Polaner Verry Berry fruit spreads and Polaner organic preserves.
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We use various communication vehicles to share information with our employees about the business priorities, performance and internal happenings across our company. We make it a priority to listen to our employees, to understand their diverse viewpoints and respond to their feedback by taking action to improve.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe ability of our subsidiaries to pay dividends or make other payments or distributions to us depends on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, our credit agreement, our senior secured notes indenture, our senior notes indentures and the covenants of any future outstanding indebtedness we or our subsidiaries incur. - 26 - Table of Contents Future changes that increase cash taxes payable by us could significantly decrease our future cash flow available to make interest and dividend payments with respect to our securities and have a material adverse effect on our business, consolidated financial condition, results of operations and liquidity.
Biggest changeThe ability of our subsidiaries to pay dividends or make other payments or distributions to us depends on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, our credit agreement, our senior secured notes indenture, our senior notes indenture and the covenants of any future outstanding indebtedness we or our subsidiaries incur.
Although our credit agreement and the indentures governing our senior secured notes and senior notes (which we refer to as the senior secured notes indenture and the senior notes indentures, respectively) contain covenants that restrict our ability to incur debt, as long as we meet these covenants we will be able to incur additional indebtedness.
Although our credit agreement and the indentures governing our senior secured notes and senior notes (which we refer to as the senior secured notes indenture and the senior notes indenture, respectively) contain covenants that restrict our ability to incur debt, as long as we meet these covenants we will be able to incur additional indebtedness.
If our cash flows from operating activities were to fall below our minimum expectations (or if our assumptions as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of our revolving credit facility to finance our working capital needs were to prove incorrect), we may need either to reduce or eliminate dividends or, to the extent permitted under our credit agreement, senior secured notes indenture and senior notes indentures, fund a portion of our dividends with borrowings or from other sources.
If our cash flows from operating activities were to fall below our minimum expectations (or if our assumptions as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of our revolving credit facility to finance our working capital needs were to prove incorrect), we may need either to reduce or eliminate dividends or, to the extent permitted under our credit agreement, senior secured notes indenture and senior notes indenture, fund a portion of our dividends with borrowings or from other sources.
Future dividends with respect to shares of our capital stock, if any, depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions (including restrictions in our credit agreement, senior secured notes indenture and senior notes indentures), business opportunities, provisions of applicable law (including certain provisions of the Delaware General Corporation Law) and other factors that our board of directors may deem relevant.
Future dividends with respect to shares of our capital stock, if any, depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions (including restrictions in our credit agreement, senior secured notes indenture and senior notes indenture), business opportunities, provisions of applicable law (including certain provisions of the Delaware General Corporation Law) and other factors that our board of directors may deem relevant.
This increasingly complex global tax environment has in the past and could continue to increase tax uncertainty, resulting in higher compliance costs. Based on the guidance available thus far, we do not expect this legislation to have a material impact on our consolidated financial statements, but we will continue to evaluate it as additional guidance and clarification becomes available.
This increasingly complex global tax environment has existed in the past and could continue to increase tax uncertainty, resulting in higher compliance costs. Based on the guidance available thus far, we do not expect this legislation to have a material impact on our consolidated financial statements, but we will continue to evaluate it as additional guidance and clarification becomes available.
The countries from which we source our raw materials and certain of our finished goods may be subject to political and economic instability, and may periodically enact new or revise existing laws, taxes, duties, quotas, tariffs, currency controls or other restrictions to which we are subject, including restrictions on the transfer of funds to and from foreign countries or the nationalization of operations.
The countries from which we source our raw materials and certain of our finished goods and to which we sell certain of our finished goods may be subject to political and economic instability, and may periodically enact new or revise existing laws, taxes, duties, quotas, tariffs, currency controls or other restrictions to which we are subject, including restrictions on the transfer of funds to and from foreign countries or the nationalization of operations.
The ultimate impact of any pandemic or disease outbreak on our business will depend on many factors, including, among others, the duration of social distancing and stay-at-home and work-from-home mandates, policies and recommendations and whether, and the extent to which, additional waves or variants of any such pandemic or disease outbreak affects the United States and the rest of North America, our ability and the ability of our suppliers to continue to operate our and their manufacturing facilities and maintain the supply chain without material disruption and procure ingredients, packaging and other raw materials when needed despite any disruptions in the supply chain or labor shortages, our customers’ ability to adequately staff their distributions centers and stores, and the extent to which macroeconomic conditions resulting from any such pandemic or disease outbreak and the pace of the subsequent recovery may impact consumer eating and shopping habits.
The ultimate impact of any pandemic or disease outbreak on our business will depend on many factors, including, among others, the duration of social distancing and stay-at-home and work-from-home mandates, policies and recommendations and whether, and the extent to which, additional waves or variants of any such pandemic or disease outbreak affects the United States and the rest of North America, our ability and the ability of our suppliers to continue to operate our and their manufacturing facilities and maintain the supply chain without material disruption and procure ingredients, packaging and other raw materials when needed despite any disruptions in the supply chain or labor shortages, our customers’ ability to adequately staff their distribution centers and stores, and the extent to which macroeconomic conditions resulting from any such pandemic or disease outbreak and the pace of the subsequent recovery may impact consumer eating and shopping habits.
In addition, upon the occurrence of an event of default under our credit agreement, our senior secured notes indenture or our senior notes indentures, the lenders could elect to declare all amounts outstanding under the credit agreement and the senior notes, together with accrued interest, to be immediately due and payable.
In addition, upon the occurrence of an event of default under our credit agreement, our senior secured notes indenture or our senior notes indenture, the lenders could elect to declare all amounts outstanding under the credit agreement and the senior notes, together with accrued interest, to be immediately due and payable.
If we issue preferred stock that is senior to our common stock in right of dividend payment, and our cash flows from operating activities or surplus are insufficient to support dividend payments to the holders of preferred stock, on the one hand, and to the holders of common stock, on the other hand, we may be forced to reduce or eliminate dividends to the holders of our common stock. - 29 - Table of Contents Future sales or the possibility of future sales of a substantial number of shares of our common stock or other securities convertible or exchangeable into common stock may depress the price of our common stock.
If we issue preferred stock that is senior to our common stock in right of dividend payment, and our cash flows from operating activities or surplus are insufficient to support dividend payments to the holders of preferred stock, on the one hand, and to the holders of common stock, on the other hand, we may be forced to reduce or eliminate dividends to the holders of our common stock. - 28 - Table of Contents Future sales or the possibility of future sales of a substantial number of shares of our common stock or other securities convertible or exchangeable into common stock may depress the price of our common stock.
A breach of any of these covenants, or failure to meet or maintain ratios or tests could result in a default under our credit agreement and/or our senior secured notes indenture and/or our senior notes indentures.
A breach of any of these covenants, or failure to meet or maintain ratios or tests could result in a default under our credit agreement and/or our senior secured notes indenture and/or our senior notes indenture.
If there is a change in U.S. federal tax law or, in the case of the interest deduction, a change in our net interest expense relative to our adjusted taxable income that eliminates, limits or reduces our ability to amortize and deduct goodwill and certain intangible assets or the interest deduction we receive on our substantial indebtedness, or otherwise results in an increase in our corporate tax rate, our cash taxes payable would increase, which could significantly reduce our future cash and impact our ability to make interest and dividend payments and have a material adverse effect on our business, consolidated financial condition, results of operations and liquidity.
If there is a change in U.S. federal tax law or, in the case of the interest deduction, a change in our net interest expense relative to our adjusted taxable income that eliminates, limits or reduces our ability to amortize and deduct goodwill and certain intangible assets or the interest deduction we receive on our substantial indebtedness, or otherwise results in an increase in our corporate tax rate, our cash taxes payable would increase, which could significantly reduce - 26 - Table of Contents our future cash and impact our ability to make interest and dividend payments and have a material adverse effect on our business, consolidated financial condition, results of operations and liquidity.
During the past several years, our cost saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient, packaging and distribution costs. Moreover, during fiscal 2024 and possibly beyond, we expect to face continued industry-wide cost inflation for various inputs, including commodities, ingredients, packaging materials, other raw materials, transportation and labor.
During the past several years, our cost saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient, packaging and distribution costs. Moreover, during fiscal 2025 and possibly beyond, we expect to face continued industry-wide cost inflation for various inputs, including commodities, ingredients, packaging materials, other raw materials, transportation and labor.
Likewise, the ultimate impact of the U.S. Tax Cuts and Jobs Act on our reported results in fiscal 2024 and beyond may differ from the estimates provided in this report, possibly materially, due to guidance that may be issued and other actions we may take as a result of this tax law different from that currently contemplated.
Likewise, the ultimate impact of the U.S. Tax Cuts and Jobs Act on our reported results in fiscal 2025 and beyond may differ from the estimates provided in this report, possibly materially, due to guidance that may be issued and other actions we may take as a result of this tax law different from that currently contemplated.
Certain events of default under our credit agreement, our senior secured notes indenture and our senior notes indentures would prohibit us from paying dividends on our common stock.
Certain events of default under our credit agreement, our senior secured notes indenture and our senior notes indenture would prohibit us from paying dividends on our common stock.
If any of our significant information technology systems suffer severe damage, disruption or shutdown, whether due to natural disaster, cyberattacks or otherwise, and our disaster recovery and business continuity plans, or those of our third-party providers, do not effectively respond to or resolve the issues in a timely manner, our product sales, financial condition and results of operations may be materially and adversely affected, and we could experience delays in reporting our financial results, loss of intellectual property and damage to our reputation or brands.
If any of our significant information technology systems suffer severe damage, disruption or shutdown, whether due to natural disaster, cyberattacks or otherwise, and our disaster recovery and business continuity plans, or those of our third-party providers, do not effectively respond to or resolve the issues in a timely manner, our product sales, financial - 24 - Table of Contents condition and results of operations may be materially and adversely affected, and we could experience delays in reporting our financial results, loss of intellectual property and damage to our reputation or brands.
These restrictions prohibit or limit, among other things: ● the incurrence of additional indebtedness and the issuance of certain preferred stock or redeemable capital stock; ● the payment of dividends on, and purchase or redemption of, capital stock; ● a number of restricted payments, including investments; ● specified sales of assets; ● specified transactions with affiliates; ● the creation of certain types of liens; ● consolidations, mergers and transfers of all or substantially all of our assets; and - 18 - Table of Contents ● entry into certain sale and leaseback transactions.
These restrictions prohibit or limit, among other things: ● the incurrence of additional indebtedness and the issuance of certain preferred stock or redeemable capital stock; ● the payment of dividends on, and purchase or redemption of, capital stock; ● a number of restricted payments, including investments; ● specified sales of assets; ● specified transactions with affiliates; ● the creation of certain types of liens; ● consolidations, mergers and transfers of all or substantially all of our assets; and ● entry into certain sale and leaseback transactions.
If we were not able to obtain alternate production capability in a timely manner or on satisfactory terms, this could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. - 21 - Table of Contents Our operations are subject to numerous laws and governmental regulations, exposing us to potential claims and compliance costs that could adversely affect our business.
If we were not able to obtain alternate production capability in a timely manner or on satisfactory terms, this could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. Our operations are subject to numerous laws and governmental regulations, exposing us to potential claims and compliance costs that could adversely affect our business.
The increase in our cash taxes resulting from the interest expense deduction limitation was approximately $25.0 million and $20.6 million for fiscal 2023 and 2022, respectively. There are various factors that may cause tax assumptions to change in the future, and we may have to record a valuation allowance against these deferred tax assets.
The increase in our cash taxes resulting from the interest expense deduction limitation was approximately $19.5 million, $25.0 million and $20.6 million for fiscal 2024, 2023 and 2022, respectively. There are various factors that may cause tax assumptions to change in the future, and we may have to record a valuation allowance against these deferred tax assets.
If consumption rates and sales in our mature food product categories decline, our revenue and operating income may be adversely affected, and we may not be able to offset this decrease in business with increased trade spending or an increase in sales or profitability of other products and product categories. - 17 - Table of Contents We may have difficulties integrating acquisitions or identifying new acquisitions.
If consumption rates and sales in our mature food product categories decline, our revenue and operating income may be adversely affected, and we may not be able to offset this decrease in business with increased trade spending or an increase in sales or profitability of other products and product categories. We may have difficulties integrating acquisitions or identifying new acquisitions.
While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illness in the future we may become subject to claims or lawsuits relating to such matters.
While we are subject to governmental inspection and regulations and believe our facilities - 21 - Table of Contents comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illness in the future we may become subject to claims or lawsuits relating to such matters.
If, prior to the expiration of the collective bargaining agreement for the Terre Haute facility or prior to the expiration of any of our other existing collective bargaining agreements, we are unable to reach new agreements without union action or any such new agreements are not on terms satisfactory to us, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected.
If, prior to the expiration of the collective bargaining agreement for the Ankeny facility or prior to the expiration of any of our other existing collective bargaining agreements, we are unable to reach new agreements without union action or any such new agreements are not on terms satisfactory to us, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected.
Misuse, leakage or falsification of legally protected information could also result in a violation of data privacy laws and regulations and have a negative impact on our reputation, business, financial condition and results of operations. - 25 - Table of Contents Failure to Comply with Data Privacy and Data Breach Laws May Subject Our Company to Fines, Administrative Actions and Reputational Harm.
Misuse, leakage or falsification of legally protected information could also result in a violation of data privacy laws and regulations and have a negative impact on our reputation, business, financial condition and results of operations. Failure to Comply with Data Privacy and Data Breach Laws May Subject Our Company to Fines, Administrative Actions and Reputational Harm.
For a more detailed description of these plans, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates— Pension Expense ” and Note 12, “Pension Benefits,” to our consolidated financial statements in Part II, Item 8 of this report.
For a - 23 - Table of Contents more detailed description of these plans, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates— Pension Expense ” and Note 12, “Pension Benefits,” to our consolidated financial statements in Part II, Item 8 of this report.
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.
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.
Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns. The cost of labor, manufacturing, energy, fuel, packaging materials and other costs related to the production and distribution of our products can from time to time increase significantly and unexpectedly.
Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and - 16 - Table of Contents trade buying patterns. The cost of labor, manufacturing, energy, fuel, packaging materials and other costs related to the production and distribution of our products can from time to time increase significantly and unexpectedly.
A decrease in these ratings could increase our cost of borrowing or make it more difficult for us to obtain financing. Future disruptions in the credit markets or other factors, could impair our ability to refinance our debt upon terms acceptable to us or at all.
A decrease in these ratings could increase our cost of borrowing or make it more difficult for us to obtain financing. - 18 - Table of Contents Future disruptions in the credit markets or other factors, could impair our ability to refinance our debt upon terms acceptable to us or at all.
Severe weather conditions, natural disasters and other natural events can affect raw material supplies and reduce our operating results. Severe weather conditions, natural disasters and other natural events, such as floods, droughts, frosts, earthquakes, pestilence or health pandemics, such as the COVID-19 pandemic, may affect the supply of the raw materials that we use for our products.
Severe weather conditions, natural disasters and other natural events can affect raw material supplies and reduce our operating results. Severe weather conditions, natural disasters and other natural events, such as floods, droughts, frosts, earthquakes, pestilence or health pandemics may affect the supply of the raw materials that we use for our products.
The spread of pandemics or disease outbreaks such as COVID-19 may disrupt our third-party business partners’ ability to meet their obligations to us, which may negatively affect our operations. These third parties include those who supply our ingredients, packaging, and other necessary operating materials, contract manufacturers who supply certain finished goods, distributors, and logistics and transportation providers.
The spread of pandemics or disease outbreaks may disrupt our third-party business partners’ ability to meet their obligations to us, which may negatively affect our operations. These third parties include those who supply our ingredients, packaging, and other necessary operating materials, contract manufacturers who supply certain finished goods, distributors, and logistics and transportation providers.
In particular, increasing regulation of fuel emissions could substantially increase the supply chain and distribution costs associated with our products. As a result, climate change or increased concern over climate change could negatively affect our business and operations.
In particular, increasing regulation of fuel emissions and packaging recycling could substantially increase the supply chain, distribution and administrative costs associated with our products. As a result, climate change or increased concern over climate change could negatively affect our business and operations.
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 - 28 - Table of Contents and results of operations.
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.
Any legal proceedings could result in an adverse determination that could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. We face risks associated with our defined benefit pension plans. We maintain four company-sponsored defined benefit pension plans that cover approximately 22.2% of our employees.
Any legal proceedings could result in an adverse determination that could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. We face risks associated with our defined benefit pension plans. We maintain four company-sponsored defined benefit pension plans that cover approximately 21.3% of our employees.
If we are unable to continue to compete successfully with these companies or if competitive pressures or other factors, such as an inability to effectively respond to channel shifts and new technologies, cause our products to lose market share or result in significant price erosion, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected.
If we are unable to continue to compete successfully with these companies or if competitive pressures or other factors, such as an inability to effectively respond to channel shifts and new technologies, cause our products to lose market share, result in significant price erosion or negatively impact our ability to operate efficiently, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected.
In the event that such regulation is enacted and is more aggressive than the sustainability measures that we are currently undertaking to monitor our emissions, improve our energy and resource efficiency and report such efforts, we may experience significant increases in manufacturing and distribution and administrative costs.
In the event that such regulation - 20 - Table of Contents is enacted and is more aggressive than the sustainability measures that we are currently undertaking to monitor our emissions, improve our energy and resource efficiency and report such efforts, we may experience significant increases in manufacturing and distribution and administrative costs.
If future revenues and contributions to our operating results for any of our brands, including newly acquired brands, deteriorate, at rates in excess of our current projections, we may be required to record additional non-cash impairment charges to certain intangible assets.
If future revenues and contributions to our operating results for any of our brands or operating segments, including recently impaired and newly acquired brands, deteriorate, at rates in excess of our current projections, we may be required to record additional non-cash impairment charges to certain intangible assets.
These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts.
These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and - 15 - Table of Contents might not result in trade and consumer acceptance of our efforts.
We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, - 27 - Table of Contents including interest and penalties.
We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties.
While we believe that our relations with our union employees are in general good, we cannot assure you that we will be able to negotiate a new collective bargaining agreements for our Terre Haute facility on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages.
While we believe that our relations with our union employees are in general good, we cannot assure you that we will be able to negotiate a new collective bargaining agreement for our Ankeny facility on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages.
As a result, our adjusted taxable income (used to compute the limitation) decreased and we were subject to the interest expense deduction limitation in fiscal 2023 and fiscal 2022, resulting in an increase to taxable income of $107.7 million and $90.2 million, respectively. We may continue to be subject to the interest deduction limitation in future years.
As a result, our adjusted taxable income (used to compute the limitation) decreased and we were subject to the interest expense deduction limitation in fiscal 2024, 2023 and 2022, resulting in an increase to taxable income of $110.8 million, $107.7 million and $90.2 million, respectively. We expect to continue to be subject to the interest deduction limitation in future years.
Similarly, we have been negatively impacted and may in the future continue to be negatively impacted by labor shortages or increased labor costs experienced by our third-party business partners, including our external manufacturing partners, third-party logistics providers and customers.
Similarly, we have in the past and may in the future be negatively impacted by labor shortages or increased labor costs experienced by our third-party business partners, including our external manufacturing partners, third-party logistics providers and customers.
Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in - 22 - Table of Contents defending these lawsuits.
Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits.
We may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or - 16 - Table of Contents increase revenues, market share and brand significance.
We may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance.
For example, our foreign sales are primarily to customers in Canada. Net sales in Canada accounted for approximately 7.1%, 6.4% and 6.5% of our total net sales in fiscal 2023, 2022 and 2021, respectively. Although our sales for export to other countries are generally denominated in U.S. dollars, our sales to Canada are generally denominated in Canadian dollars.
Net sales in Canada accounted for approximately 7.5%, 7.1% and 6.4% of our total net sales in fiscal 2024, 2023 and 2022, respectively. Although our sales for export to other countries are generally denominated in U.S. dollars, our sales to Canada are generally denominated in Canadian dollars.
We have recorded a deferred tax asset of $46.9 million and $22.2 million for fiscal 2023 and fiscal 2022, respectively, related to the interest deduction carryover, without a valuation allowance, as the disallowed interest may be carried forward indefinitely.
We have recorded a deferred tax asset of $72.7 million and $46.9 million for fiscal 2024 and fiscal 2023, respectively, related to the interest deduction carryover, without a valuation allowance, as the disallowed interest may be carried forward indefinitely.
It is also possible that our customers may replace our branded products with private label products. Pandemics or disease outbreaks, such as the COVID-19 pandemic, may disrupt our business, including among other things, our supply chain, our manufacturing operations and customer and consumer demand for our products, and could have a material adverse impact on our business.
It is also possible that our customers may replace our branded products with private label products. - 19 - Table of Contents Pandemics or disease outbreaks may disrupt our business, including among other things, our supply chain, our manufacturing operations and customer and consumer demand for our products, and could have a material adverse impact on our business.
We are able to amortize goodwill and certain intangible assets in accordance with Section 197 of the Internal Revenue Code of 1986. We expect to be able to amortize for tax purposes approximately $880.7 million between 2024 and 2038.
We are able to amortize goodwill and certain intangible assets in accordance with Section 197 of the Internal Revenue Code of 1986. We expect to be able to amortize for tax purposes approximately $767.0 million between 2025 and 2038.
A prolonged work stoppage or strike at any of our facilities with union employees or a significant work disruption from other labor disputes in the food or related industries could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.
A prolonged work stoppage or strike at any of our facilities with union employees or a significant work disruption from other labor disputes in the food or related industries could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. One of our collective bargaining agreements expires in the next twelve months.
In addition, the rapid growth of some channels, in particular in e-commerce, which has expanded significantly following the outbreak of COVID-19, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.
In addition, the rapid growth of some channels, in particular in e-commerce, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.
A weakening of the U.S. dollar in relation to the Mexican peso would significantly increase our costs relating to the production of frozen vegetable products to the extent we have not purchased Mexican pesos or otherwise entered into hedging arrangements in advance of the weakening of the U.S. dollar.
A weakening of the U.S. dollar in relation to the Mexican peso would significantly increase our costs relating to the production of frozen vegetable products to the extent we have not purchased Mexican pesos or otherwise entered into hedging arrangements in advance of the weakening of the U.S. dollar. Our net sales to Canada are subject to foreign currency fluctuations.
The degree to which we are leveraged on a consolidated basis could have important consequences to the holders of our securities, including: ● our ability in the future to obtain additional financing for working capital, capital expenditures or acquisitions may be limited; ● we may not be able to refinance our indebtedness on terms acceptable to us or at all; ● a significant portion of our cash flow is likely to be dedicated to the payment of interest on our indebtedness, thereby reducing funds available for future operations, capital expenditures, acquisitions and/or dividends on our common stock; and ● we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.
The degree to which we are leveraged on a consolidated basis could have important consequences to the holders of our securities, including: ● our ability in the future to obtain additional financing for working capital, capital expenditures or acquisitions may be limited; ● we may not be able to refinance our indebtedness on terms acceptable to us or at all; ● a significant portion of our cash flow is likely to be dedicated to the payment of interest on our indebtedness, thereby reducing funds available for future operations, capital expenditures, acquisitions and/or dividends on our common stock; and ● we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures. - 17 - Table of Contents We are subject to restrictive debt covenants and other requirements related to our debt that limit our business flexibility by imposing operating and financial restrictions on our operations.
Our financial well-being could be jeopardized by unforeseen changes in our employees’ collective bargaining agreements, shifts in union policy or labor disruptions in the food industry. As of December 30, 2023, approximately 53.6% of our 2,912 employees were covered by collective bargaining agreements.
Our financial well-being could be jeopardized by unforeseen changes in our employees’ collective bargaining agreements, shifts in union policy or labor disruptions in the food industry. As of December 28, 2024, approximately 51.2% of our 2,784 employees were covered by collective bargaining agreements.
Our operations in foreign countries are subject to political, economic and foreign currency risk. Our relationships with foreign suppliers and co-packers as well as our manufacturing location in Irapuato, Mexico also subject us to the risks of doing business outside the United States.
Our relationships with foreign customers, suppliers and co-packers as well as our manufacturing location in Irapuato, Mexico also subject us to the risks of doing business outside the United States.
As a result, our net sales to Canada are subject to the effect of foreign currency fluctuations, and these fluctuations could have an adverse impact on operating results.
As a result, our net sales to Canada are subject to the effect of foreign currency fluctuations, and these fluctuations could have an adverse impact on business, consolidated financial condition, results of operations or liquidity.
We have substantial indebtedness, which could restrict our ability to pay dividends and impact our financing options and liquidity position. At December 30, 2023, we had total long-term indebtedness of $2,064.0 million (before debt discount/premium), including $1,248.6 million principal amount of senior secured indebtedness and $815.4 million principal amount of senior unsecured indebtedness.
We have substantial indebtedness, which could restrict our ability to pay dividends and impact our financing options and liquidity position. At December 28, 2024, we had total long-term indebtedness of $2,044.3 million (before debt discount/premium), including $1,494.3 million principal amount of senior secured indebtedness and $550.0 million principal amount of senior unsecured indebtedness.
A sustained labor shortage or increased turnover rates within our workforce caused by a public health crisis or related policies and mandates, or as a result of general macroeconomic or other factors, have led and could in the future lead to production or shipping delays, increased costs, including increased wages to attract and retain employees and increased overtime to meet demand.
A sustained labor shortage or increased turnover rates within our workforce caused by any of these factors or related policies and mandates, or as a result of general macroeconomic factors, could lead to production or shipping - 25 - Table of Contents delays, increased costs, including increased wages to attract and retain employees and increased overtime to meet demand.
The expected annual deductions are approximately $116.0 million for each year fiscal 2024 through fiscal 2025, approximately $111.8 million for fiscal 2026, approximately $92.1 million for fiscal 2027, approximately $90.6 million for fiscal 2028, approximately $90.4 million for fiscal 2029, approximately $84.3 million for fiscal 2030, approximately $51.6 million for fiscal 2031, approximately $34.8 million for fiscal 2032, approximately $34.0 million for fiscal 2033, approximately $30.6 million for fiscal 2034, approximately $27.0 million for fiscal 2035, approximately $1.2 million for fiscal 2036, approximately $0.6 million for fiscal 2037 and approximately $0.1 million for fiscal 2038.
The expected annual deductions are approximately $116.4 million for fiscal 2025, approximately $112.4 for fiscal 2026, approximately $92.8 million for fiscal 2027, approximately $91.3 million for fiscal 2028, approximately $90.7 million for fiscal 2029, approximately $84.6 million for fiscal 2030, approximately $51.9 million for fiscal 2031, approximately $34.7 million for fiscal 2032, approximately $33.7 million for fiscal 2033, approximately $30.3 million for fiscal 2034, approximately $26.7 million for fiscal 2035, approximately $1.0 million for fiscal 2036, approximately $0.5 million for fiscal 2037 and approximately $0.1 million for fiscal 2038.
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 consolidated financial statements in Part II, Item 8 of this report.
For a further discussion of our annual impairment testing of goodwill and indefinite-lived intangible assets (trademarks) and the material non-cash impairment charges to goodwill and indefinite-lived - 27 - Table of Contents intangible trademark assets that we recorded in fiscal 2024, 2023 and 2022, see Note 2(g), “Summary of Significant Accounting Policies— Goodwill and Other Intangible Assets ” to our consolidated financial statements in Part II, Item 8 of this report.
Our $265.4 million of 5.25% senior notes due 2025 mature on April 1, 2025, our $800.0 million revolving credit facility matures on December 16, 2025, our $528.6 million of tranche B term loans mature on October 10, 2026, our $550.0 million of 5.25% senior notes due 2027 mature on September 15, 2027 and our $550.0 million of 8.00% senior secured notes due 2028 mature on September 15, 2028.
Our $550.0 million of 5.25% senior notes due 2027 mature on September 15, 2027, our $799.3 million of 8.00% senior secured notes due 2028 mature on September 15, 2028, our $475.0 million revolving credit facility matures on December 16, 2028, and our $450.0 million of tranche B term loans mature on October 10, 2029.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic and financial information, to - 24 - Table of Contents manage a variety of business processes and activities, including manufacturing, financial, logistics, sales, marketing and administrative functions.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic and financial information, to manage a variety of business processes and activities, including manufacturing, financial, logistics, sales, marketing and administrative functions. We depend on our information technology infrastructure to communicate internally and externally with employees, customers, suppliers and others.
Any of these risks could impair our ability to fund our operations or limit our ability to expand our business or increase our interest expense, which could have a material adverse effect on our financial results. - 19 - Table of Contents If we are unable to refinance our indebtedness at or prior to maturity on commercially reasonable terms or at all, we would be forced to seek other alternatives, including: ● sales of assets; ● sales of equity; and ● negotiations with our lenders or noteholders to restructure the applicable debt.
If we are unable to refinance our indebtedness at or prior to maturity on commercially reasonable terms or at all, we would be forced to seek other alternatives, including: ● sales of assets; ● sales of equity; and ● negotiations with our lenders or noteholders to restructure the applicable debt.
These changes may impact us in a different manner than our competitors. Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange rates. These fluctuations could cause material variations in our results of operations. Our principal exposures are to the Canadian dollar and the Mexican peso.
Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange rates. These fluctuations could cause material variations in our results of operations. With respect to our foreign sales, our principal exposure is to the Canadian dollar because our foreign sales are primarily to customers in Canada.
We depend on our information technology infrastructure to communicate internally and externally with employees, customers, suppliers and others. We also use information technology networks and systems to comply with regulatory, legal and tax requirements.
We also use information technology networks and systems to comply with regulatory, legal and tax requirements.
Conversely, pandemics or disease outbreaks could result in a widespread health crisis that could adversely affect economies and financial markets, consumer spending and confidence levels resulting in an economic downturn that could affect customer and consumer demand for our products. - 20 - Table of Contents Our efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of any pandemic or disease outbreak, as well as third-party actions taken to contain its spread and mitigate public health effects.
Our efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of any pandemic or disease outbreak, as well as third-party actions taken to contain its spread and mitigate public health effects.
Significant management judgment is necessary to estimate the impact of competitive operating, macroeconomic and other factors to estimate the future levels of sales and cash flows. We completed our annual impairment tests for fiscal 2023, fiscal 2022 and fiscal 2021 with no adjustments to the carrying values of goodwill.
Significant management judgment is necessary to estimate the impact of competitive operating, macroeconomic and other factors to estimate the future levels of sales and cash flows. During each of fiscal 2024, 2023 and 2022, we recorded material non-cash impairment charges to goodwill and indefinite-lived intangible trademark assets.
From time to time, we may enter into agreements that are intended to reduce the effects of our exposure to currency fluctuations, but these agreements may not be effective in significantly reducing our exposure. - 23 - Table of Contents Litigation regarding our trademarks and any other proprietary rights and intellectual property infringement claims may have a significant negative impact on our business.
From time to time, we may enter into agreements that are intended to reduce - 22 - Table of Contents the effects of our exposure to currency fluctuations, but these agreements may not be effective in significantly reducing our exposure. Our operations in, and sales to customers in, foreign countries are subject to political and economic risk.
We are subject to restrictive debt covenants and other requirements related to our debt that limit our business flexibility by imposing operating and financial restrictions on our operations. The agreements governing our indebtedness impose significant operating and financial restrictions on us.
The agreements governing our indebtedness impose significant operating and financial restrictions on us.
The labor market has become increasingly tight and competitive and we may face sudden and unforeseen challenges in the availability of labor, such as we have experienced during the COVID-19 pandemic, which was exacerbated as a result of the Omicron variant.
The labor market has become increasingly tight and competitive and we may face sudden and unforeseen challenges in the availability of labor, whether due to competition, natural disasters, weather conditions, pandemics or other factors.
We may be unable to maintain our profitability in the face of a consolidating retail environment. Our largest customer, Walmart, accounted for approximately 28.8% of our fiscal 2023 net sales, and our ten largest customers together accounted for approximately 60.8% of our fiscal 2023 net sales.
Our largest customer, Walmart, accounted for approximately 30.3% of our fiscal 2024 net sales, and our ten largest customers together accounted for approximately 62.7% of our fiscal 2024 net sales.
We maintain an extensive trademark portfolio that we consider to be of significant importance to our business.
These changes may impact us in a different manner than our competitors. Litigation regarding our trademarks and any other proprietary rights and intellectual property infringement claims may have a significant negative impact on our business. We maintain an extensive trademark portfolio that we consider to be of significant importance to our business.
Removed
For example, during the COVID-19 pandemic we experienced supply chain constraints for certain of our products, which negatively impacted our ability to fully satisfy customer and consumer demand for certain of our products.
Added
Our business may be adversely impacted if we are unable to respond and adapt to rapid changes in technology and emerging laws and regulations relating to such technology.
Removed
In addition, certain of our customers faced labor shortages as a result of the COVID-19 Omicron variant that limited their ability to receive shipments of certain of our products, which also negatively impacted our ability to fully satisfy consumer demand.
Added
Our competitors may outpace and outspend us in incorporating new technologies, including artificial intelligence, into their new product innovation, marketing and engagement with consumers and into their manufacturing, distribution and cost savings initiatives, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.
Removed
The collective bargaining agreement covering employees at our Brooklyn, New York facility, which covers approximately 41 employees, expired on December 31, 2023. During February 2024, we reached an agreement in principle with the United Food and Commercial Workers Union, Local No. 342, to extend the collective bargaining agreement for an additional four-year period ending December 21, 2027.
Added
Our efforts to utilize new technological advancements may not be successful, may result in substantial integration and maintenance costs, and may expose us to additional legal and operational risks.
Removed
We expect the new agreement will be ratified by the union employees at our Brooklyn facility in early March 2024. In addition, one of our collective bargaining agreements expires in the next twelve months. The collective bargaining agreement covering our Terre Haute facility, which covers approximately 111 employees, is scheduled to expire on March 30, 2024.
Added
If we incorporate artificial intelligence into our business, the content, analyses, or recommendations generated by artificial intelligence, if deficient, inaccurate, or biased, could adversely impact our business, consolidated financial condition, results of operations or liquidity, as well as our reputation.
Removed
As of December 30, 2023, we had $619.4 million of goodwill recorded in our consolidated balance sheet. Our testing indicates that the implied fair value of our company is in excess of the carrying value. However, a change in the cash flow assumptions could result in an impairment of goodwill.
Added
Moreover, ethical concerns associated with artificial intelligence or other new technologies could lead to brand damage, competitive disadvantages or legal repercussions.
Removed
Our annual impairment tests for fiscal 2023 resulted in our company recording pre-tax, non-cash impairment charges to intangible trademark assets for our Baker’s Joy , Molly McButter , Sugar Twin and New York Flatbreads brands of $20.5 million in the aggregate during the fourth quarter of 2023, which is recorded in “Impairment of intangible assets” in our consolidated statement of operations for fiscal 2023.
Added
In addition, the rapid evolution and increased adoption of new technologies, including artificial intelligence, and our obligations to comply with emerging laws and regulations may require us to develop additional increase our compliance costs and require us to adopt technology-specific governance programs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWhile the February 2023 cyberattack and our remediation efforts have not had and are not expected to have a material adverse impact on our consolidated financial position, results of operations or liquidity, we cannot assure you that in response to a future cyberattack we will be able to restore our systems so quickly and with minimal disruption to our business operations and without incurring material costs.
Biggest changeWhile the February 2023 cyberattack and our remediation efforts did not have, and other cyberattacks experienced by third parties with whom we do business have not had, a material adverse impact on our consolidated financial position, results of operations or liquidity, we cannot assure you that in response to a future cyberattack we or any third party with whom we do business will be able to restore our respective systems so quickly and with minimal disruption to our or their business operations and without our incurring material costs or loss of net sales.
Please refer to the risk factor captioned “ We are increasingly dependent on information technology; Disruptions, failures or security breaches of our information technology infrastructure could have a material adverse effect on our operations ” included in Part I, Item 1A, “Risk Factors,” of this report, for further information about cybersecurity risks and potential related impacts on our company. - 31 - Table of Contents
Please refer to the risk factor captioned “ We are increasingly dependent on information technology; Disruptions, failures or security breaches of our information technology infrastructure could have a material adverse effect on our operations ” included in Part I, Item 1A, “Risk Factors,” of this report, for further information about cybersecurity risks and potential related impacts on our company. - 30 - Table of Contents
We also have business continuity plans and incident response plans in place to prepare us to act quickly in the event of cyber incidents. We test our business continuity plans and incident response procedures at least annually. - 30 - Table of Contents Cybersecurity Governance . Our chief information officer, who leads our IT department, oversees our cybersecurity program.
We also have business continuity plans and incident response plans in place to prepare us to act quickly in the event of cyber incidents. We test our business continuity plans and incident response procedures at least annually. - 29 - Table of Contents Cybersecurity Governance . Our chief information officer, who leads our IT department, oversees our cybersecurity program.
Our chief information officer has twenty-eight years of IT experience. Our chief information officer reports to our chief financial officer. As part of our company’s risk management function, our chief information officer provides periodic updates about our cybersecurity risk profile to our executive leadership team.
Our chief information officer has twenty-nine years of IT experience. Our chief information officer reports to our chief financial officer. As part of our company’s risk management function, our chief information officer provides periodic updates about our cybersecurity risk profile to our executive leadership team.
Despite our ongoing efforts to continuously improve our ability to prevent and minimize the impact of future cyber incidents, we cannot assure you that we will not be the subject of future threats or incidents.
Despite our ongoing efforts to continuously improve our ability to prevent and minimize the impact of future cyber incidents, we cannot assure you that we or any third party with whom we do business will not be the subject of future threats or incidents.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeJohnsbury, Vermont Owned Manufacturing/Warehouse Stoughton, Wisconsin Owned Manufacturing/Warehouse Williamstown, New Jersey Owned Manufacturing/Warehouse Yadkinville, North Carolina Owned Manufacturing/Warehouse Brooklyn, New York ​ Leased ​ Manufacturing/Warehouse Roseland, New Jersey Leased Manufacturing/Warehouse Yuma, Arizona ​ Leased ​ Manufacturing/Warehouse Cincinnati, Ohio ​ Owned/Leased ​ Manufacturing/Warehouse Terre Haute, Indiana ​ Owned/Leased ​ Manufacturing/Warehouse Easton, Pennsylvania Leased Distribution Center Fontana, California ​ Leased ​ Distribution Center Romeoville, Illinois ​ Leased ​ Distribution Center Union City, Georgia Leased Distribution Center St.
Biggest changeJohnsbury, Vermont Meals Owned Manufacturing/Warehouse Stoughton, Wisconsin Meals Owned Manufacturing/Warehouse Williamstown, New Jersey Specialty Owned Manufacturing/Warehouse Yadkinville, North Carolina Meals; Specialty Owned Manufacturing/Warehouse Brooklyn, New York ​ Meals ​ Leased ​ Manufacturing/Warehouse Roseland, New Jersey Specialty Leased Manufacturing/Warehouse Yuma, Arizona ​ Frozen & Vegetables ​ Leased ​ Manufacturing/Warehouse Cincinnati, Ohio ​ Specialty ​ Owned/Leased ​ Manufacturing/Warehouse Terre Haute, Indiana ​ Specialty ​ Owned/Leased ​ Manufacturing/Warehouse Easton, Pennsylvania All Business Units Leased Distribution Center Fontana, California ​ All Business Units ​ Leased ​ Distribution Center Romeoville, Illinois ​ All Business Units ​ Leased ​ Distribution Center Union City, Georgia All Business Units Leased Distribution Center St.
Listed below are our manufacturing facilities and the principal warehouses, distribution centers and offices that we own or lease. ​ ​ ​ ​ ​ Facility Location Owned/Leased Description Parsippany, New Jersey Leased Corporate Headquarters Mississauga, Ontario ​ Leased ​ Canadian Headquarters Ankeny, Iowa ​ Owned ​ Manufacturing/Warehouse Hurlock, Maryland Owned Manufacturing/Warehouse Irapuato, Mexico Owned Manufacturing/Warehouse St.
Listed below are our manufacturing facilities and the principal warehouses, distribution centers and offices by business unit that we own or lease. ​ ​ ​ ​ ​ ​ ​ Facility Location Business Unit Owned/Leased Description Parsippany, New Jersey All Business Units Leased Corporate Headquarters Mississauga, Ontario ​ All Business Units ​ Leased ​ Canadian Headquarters Ankeny, Iowa ​ Spices & Flavor Solutions ​ Owned ​ Manufacturing/Warehouse Hurlock, Maryland Meals; Specialty Owned Manufacturing/Warehouse Irapuato, Mexico Frozen & Vegetables Owned Manufacturing/Warehouse St.
Evariste, Québec Owned Storage Facility Bentonville, Arkansas Leased Sales Office ​ ​ ​ ​ ​ ​ ​
Evariste, Québec Meals Owned Storage Facility Bentonville, Arkansas All Business Units Leased Sales Office ​ ​ ​ ​ ​ ​ ​

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. The information set forth under the heading “ Legal Proceedings” in Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. - 32 - Table of Contents PART II
Biggest changeItem 3. Legal Proceedings. The information set forth under the heading “ Legal Proceedings” in Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph Set forth below is a line graph comparing the change in the cumulative total shareholder return on our company’s common stock with the cumulative total return of the Russell 2000 Index and the S&P Packaged Foods & Meats Index for the period from December 29, 2018 to December 30, 2023, assuming the investment of $100 on December 29, 2018 and the reinvestment of dividends.
Biggest changeCede & Co. as nominee for DTC holds shares of our common stock on behalf of participants in the DTC system, which in turn hold the shares of common stock on behalf of beneficial owners. - 31 - Table of Contents Performance Graph Set forth below is a line graph comparing the change in the cumulative total shareholder return on our company’s common stock with the cumulative total return of the Russell 2000 Index and the S&P Packaged Foods & Meats Index for the period from December 28, 2019 to December 28, 2024, assuming the investment of $100 on December 28, 2019 and the reinvestment of dividends.
Based on U.S. federal income tax laws, B&G Foods has determined that for fiscal 2023 and fiscal 2022, 100.0% of distributions paid on common stock were treated as a return of capital and 0.0% were treated as a taxable dividend paid from earnings and profits.
Based on U.S. federal income tax laws, B&G Foods has determined that for fiscal 2024 and fiscal 2023, 100.0% of distributions paid on common stock were treated as a return of capital and 0.0% were treated as a taxable dividend paid from earnings and profits.
The following table sets forth the dividends per share we have declared in each of the quarterly periods of 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2023 Fiscal 2022 Fourth Quarter ​ $ 0.190 ​ $ 0.190 Third Quarter ​ $ 0.190 ​ $ 0.475 Second Quarter ​ $ 0.190 ​ $ 0.475 First Quarter ​ $ 0.190 ​ $ 0.475 Under U.S. federal income tax law, distributions to holders of our common stock are taxable to the extent they are paid out of current or accumulated earnings and profits.
The following table sets forth the dividends per share we have declared in each of the quarterly periods of 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 Fiscal 2023 Fourth Quarter ​ $ 0.190 ​ $ 0.190 Third Quarter ​ $ 0.190 ​ $ 0.190 Second Quarter ​ $ 0.190 ​ $ 0.190 First Quarter ​ $ 0.190 ​ $ 0.190 Under U.S. federal income tax law, distributions to holders of our common stock are taxable to the extent they are paid out of current or accumulated earnings and profits.
In addition, the terms of our credit agreement also restrict our ability to declare and pay dividends on our common stock. In accordance with the terms of our credit agreement, we are not permitted to declare or pay dividends unless we are permitted to do so under our senior notes indentures.
In addition, the terms of our credit agreement also restrict our ability to declare and pay dividends on our common stock. In accordance with the terms of our credit agreement, we are not permitted to declare or pay dividends unless we are permitted to do so under our senior notes indenture.
In general, our senior secured notes indenture and senior notes indentures restrict our ability to declare and pay dividends on our common stock as follows: ● under our senior secured notes indenture, we may use up to $600 million plus 100% of our excess cash (as defined below) for the period (taken as one accounting period) from and including July 1, 2023 to the end of our most recent fiscal quarter for which internal financial statements are available at the time of such payments, plus certain incremental funds described in the senior secured notes indenture for the payment of dividends so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0; - 34 - Table of Contents ● under our senior notes indentures, we may use up to 100% of our excess cash (as defined below) for the period (taken as one accounting period) from and including March 31, 2013 to the end of our most recent fiscal quarter for which internal financial statements are available at the time of such payments, plus certain incremental funds described in the senior notes indentures for the payment of dividends so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0; and ● we may not pay any dividends on any dividend payment date if a default or event of default under our senior secured notes indenture or senior notes indentures has occurred or is continuing.
In general, our senior secured notes indenture and senior notes indenture restrict our ability to declare and pay dividends on our common stock as follows: ● under our senior secured notes indenture, we may use up to $600 million plus 100% of our excess cash (as defined below) for the period (taken as one accounting period) from and including July 1, 2023 to the end of our most recent fiscal quarter for which internal financial statements are available at the time of such payments, plus certain incremental funds described in the senior secured notes indenture for the payment of dividends so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0; ● under our senior notes indenture, we may use up to 100% of our excess cash (as defined below) for the period (taken as one accounting period) from and including March 31, 2013 to the end of our most recent fiscal quarter for which internal financial statements are available at the time of such payments, plus certain incremental funds described in the senior notes indenture for the payment of dividends so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0; and ● we may not pay any dividends on any dividend payment date if a default or event of default under our senior secured notes indenture or senior notes indenture has occurred or is continuing. - 33 - Table of Contents Excess cash is defined in our senior secured notes indenture, senior notes indenture and under the terms of our credit agreement.
Indexes calculated on month-end basis. - 33 - Table of Contents Dividend Policy General Our dividend policy reflects a basic judgment that our stockholders are better served when we distribute a substantial portion of our cash available to pay dividends to them instead of retaining it in our business.
Indexes calculated on month-end basis. Dividend Policy General Our dividend policy reflects a basic judgment that our stockholders are better served when we distribute a substantial portion of our cash available to pay dividends to them instead of retaining it in our business.
Recent Sales of Unregistered Equity Securities We did not issue any unregistered equity securities in fiscal 2023. Issuer Purchases of Equity Securities Not applicable. ​ Item 6. [Reserved] ​
Recent Sales of Unregistered Equity Securities We did not issue any unregistered equity securities in fiscal 2024. Issuer Purchases of Equity Securities Not applicable. ​ Item 6. [Reserved]
Based on our current intended dividend rate of $0.76 per share per annum and our current number of shares outstanding, we expect our aggregate dividend payments in 2024 to be approximately $60.0 million.
Based on our current intended dividend rate of $0.76 per share per annum and our current number of shares outstanding, we expect our aggregate dividend payments in 2025 to be approximately $60.6 million.
Common Stock, the Russell 2000 Index and the S&P Packaged Foods & Meats Index ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/29/2018 * 12/28/2019 1/2/2021 1/1/2022 12/31/2022 12/30/2023 B&G Foods, Inc.
Common Stock, the Russell 2000 Index and the S&P Packaged Foods & Meats Index ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/28/2019 * 1/2/2021 1/1/2022 12/31/2022 12/30/2023 12/28/2024 B&G Foods, Inc.
In addition, our credit agreement does not permit us to pay dividends unless we maintain: ● a “consolidated interest coverage ratio” (defined as the ratio on a pro forma basis of our adjusted EBITDA before share-based compensation for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than 1.75 to 1.00; and ● a “consolidated leverage ratio” (defined as the ratio on a pro forma basis of our consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA before share-based compensation for such period) of not more than 7.50 to 1.00 for the quarter ended December 30, 2023, and 7.00 to 1.00 for the quarters ending March 30, 2024 and thereafter.
In addition, our credit agreement does not permit us to pay dividends unless we maintain: ● a “consolidated interest coverage ratio” (defined as the ratio on a pro forma basis of our adjusted EBITDA before share-based compensation for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than 1.75 to 1.00; and ● a “consolidated leverage ratio” (defined as the ratio on a pro forma basis of our consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA before share-based compensation for such period) of not more than 7.00 to 1.00.
According to the records of our transfer agent, we had 471 holders of record of our common stock as of February 22, 2024, including Cede & Co. as nominee for The Depository Trust Company (DTC).
According to the records of our transfer agent, we had 468 holders of record of our common stock as of February 20, 2025, including Cede & Co. as nominee for The Depository Trust Company (DTC).
We have paid dividends every quarter since our initial public offering in October 2004. For fiscal 2023 and fiscal 2022, we had cash flows from operating activities of $247.8 million and $6.0 million, respectively, and distributed $56.0 million and $133.4 million as dividends, respectively.
We have paid dividends every quarter since our initial public offering in October 2004. - 32 - Table of Contents For fiscal 2024 and fiscal 2023, we had cash flows from operating activities of $130.9 million and $247.8 million, respectively, and distributed $60.0 million and $56.0 million as dividends, respectively.
(NYSE: BGS) ​ $ 100.00 ​ 64.99 ​ 110.12 ​ 129.55 ​ 51.05 ​ 51.19 ​ Russell 2000 Index ​ $ 100.00 ​ 125.52 ​ 150.58 ​ 172.90 ​ 137.56 ​ 160.85 ​ S&P Packaged Foods & Meats Index ​ $ 100.00 ​ 130.82 ​ 136.75 ​ 154.64 ​ 169.14 ​ 156.37 ​ * $100 invested on December 29, 2018 in B&G Foods’ common stock or index, including reinvestment of dividends.
(NYSE: BGS) ​ $ 100.00 ​ 164.98 ​ 194.09 ​ 76.47 ​ 76.69 ​ 55.04 ​ Russell 2000 Index ​ $ 100.00 ​ 119.96 ​ 137.74 ​ 109.59 ​ 128.14 ​ 142.93 ​ S&P Packaged Foods & Meats Index ​ $ 100.00 ​ 104.53 ​ 118.20 ​ 129.29 ​ 119.53 ​ 113.40 ​ * $100 invested on December 28, 2019 in B&G Foods’ common stock or index, including reinvestment of dividends.
Removed
Cede & Co. as nominee for DTC holds shares of our common stock on behalf of participants in the DTC system, which in turn hold the shares of common stock on behalf of beneficial owners.
Removed
Excess cash is defined in our senior secured notes indenture, senior notes indentures and under the terms of our credit agreement.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. ​ [ Reserved] ​ 35 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 35 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk ​ 52 Item 8. ​ Financial Statements and Supplementary Data ​ 54
Biggest changeItem 6. ​ [ Reserved] ​ 34 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 34 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk ​ 52 Item 8. ​ Financial Statements and Supplementary Data ​ 53

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

117 edited+50 added−51 removed63 unchanged
Biggest changeBecause we cannot predict the timing and amount of these items, management does not consider these items when evaluating our company’s performance or when making decisions regarding allocation of resources. - 44 - Table of Contents A reconciliation of net loss to adjusted net income and adjusted diluted earnings per share for fiscal 2023 and fiscal 2022, along with the components of adjusted net income and adjusted diluted earnings per share, follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2023 ​ Fiscal 2022 Net loss ​ $ (66,198) ​ $ (11,370) Gain on extinguishment of debt (1) ​ ​ (911) ​ — Acquisition/divestiture-related and non-recurring expenses (2) ​ ​ 5,877 ​ ​ 12,921 Loss (gain) on sales of assets, net of facility closure costs (3) ​ ​ 137,798 ​ ​ (4,928) Credit agreement amendment fee (6) ​ ​ — ​ ​ 1,600 Impairment of assets held for sale (4) ​ ​ — ​ ​ 106,434 Impairment of intangible assets (5) ​ ​ 20,500 ​ ​ — Tax adjustment related to Back to Nature divestiture (7) ​ ​ 14,736 ​ ​ — Tax effects of non-GAAP adjustments (8) ​ ​ (37,925) ​ ​ (28,427) Adjusted net income ​ $ 73,877 ​ $ 76,230 Adjusted diluted earnings per share ​ $ 0.99 ​ $ 1.08 (1) Net interest expense for fiscal 2023 was reduced by $0.9 million (or $0.7 million, net of tax) as a result of a net gain on extinguishment of debt related to our 5.25% senior notes due 2025.
Biggest changeBecause we cannot predict the timing and amount of these items, management does not consider these items when evaluating our company’s performance or when making decisions regarding allocation of resources. - 43 - Table of Contents A reconciliation of net loss to adjusted net income and adjusted diluted earnings per share for fiscal 2024 and fiscal 2023, along with the components of adjusted net income and adjusted diluted earnings per share, follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ Fiscal 2023 Net loss ​ $ (251,251) ​ $ (66,198) Loss (gain) on extinguishment of debt (1) ​ ​ 2,126 ​ (911) Debt financing costs (6) ​ ​ 1,140 ​ ​ — Acquisition/divestiture-related and non-recurring expenses (2) ​ ​ 8,938 ​ ​ 5,877 Impairment of goodwill (3) ​ ​ 70,580 ​ ​ — Loss on sales of assets (4) ​ ​ 135 ​ ​ 137,798 Accelerated amortization of deferred debt financing costs (7) ​ ​ 456 ​ ​ — Impairment of intangible assets (5) ​ ​ 320,000 ​ ​ 20,500 Impairment of property, plant and equipment, net ​ ​ 208 ​ ​ — Tax adjustment related to Back to Nature divestiture (8) ​ ​ — ​ ​ 14,736 Tax true-ups (9) ​ ​ 2,282 ​ ​ — Tax effects of non-GAAP adjustments (10) ​ ​ (98,876) ​ ​ (37,925) Adjusted net income ​ $ 55,738 ​ $ 73,877 Adjusted diluted earnings per share ​ $ 0.70 ​ $ 0.99 (1) Net interest expense for fiscal 2024 includes a loss on extinguishment of debt of $2.1 million (or $1.6 million, net of tax), $1.3 million of which relates to the refinancing of tranche B term loans and $0.6 million of which relates to the refinancing of revolving credit loans during the third quarter of 2024, and $0.2 million of which relates to the redemption in full of our then remaining outstanding 5.25% senior notes due 2025 during the fourth quarter of 2024.
A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows.
A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows.
(5) During the fourth quarter of 2023, we recorded pre-tax, non-cash impairment charges of $20.5 million (or $15.5 million, net of tax) related to intangible trademark assets for the Baker’s Joy , Molly McButter , Sugar Twin , and New York Flatbreads brands.
During the fourth quarter of 2023, we recorded pre-tax, non-cash impairment charges of $20.5 million (or $15.5 million, net of tax) related to intangible trademark assets for the Baker’s Joy , Molly McButter , Sugar Twin , and New York Flatbreads brands.
The 8.00% senior secured notes due 2028 are our senior secured obligations. The 8.00% senior secured notes due 2028 notes have the same guarantors as our credit agreement.
The 8.00% senior secured notes due 2028 are our senior secured obligations. The 8.00% senior secured notes due 2028 have the same guarantors as our credit agreement.
The 8.00% senior secured notes due 2028 notes 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.
The 8.00% senior secured notes due 2028 and the related guarantees are secured by, subject to permitted liens, first-priority security interests in certain collateral (which generally includes most of our and our guarantors’ right or interest in or to property of any kind, except for our and our guarantors’ real property and certain intangible assets), which assets also secure (and will continue to secure) our credit agreement on a pari passu basis.
Pursuant to the terms of the applicable indenture, the related collateral agreement and an intercreditor agreement, the 8.00% senior secured notes due 2028 notes 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.
Pursuant to the terms of the applicable indenture, the related collateral agreement and an intercreditor agreement, the 8.00% senior secured notes due 2028 and the guarantees rank (1) pari passu (equally and ratably) in right of payment to all of our and the guarantors’ existing and future senior debt, including existing and future senior debt under our existing or any future senior secured credit agreement (including the term loan borrowings under our existing senior secured credit facility, any obligations under our existing revolving credit facility and all other borrowings and obligations under our credit agreement), (2) effectively senior in right of payment to our and such guarantors’ existing and future senior unsecured debt, including our 5.25% senior notes due 2027 to the extent of the value of the collateral, (3) effectively junior to our and the guarantors’ future secured debt, secured by assets that do not constitute collateral, to the extent of the value of the collateral securing such debt, (4) senior in right of payment to our and such guarantors’ other existing and future subordinated debt and (5) structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 8.00% senior secured notes due 2028.
These non-GAAP financial measures reflect adjustments to net income and diluted earnings per share to eliminate the items identified in the reconciliation below. This information is provided in order to allow investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management.
These non-GAAP financial measures reflect adjustments to net income (loss) and diluted earnings (loss) per share to eliminate the items identified in the reconciliation below. This information is provided in order to allow investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management.
(7) As a result of the Back to Nature divestiture, we incurred a capital loss for tax purposes, for which we recorded a deferred tax asset during the first quarter of 2023. A valuation allowance has been recorded against this deferred tax asset, which negatively impacted our first quarter of 2023 income taxes by $14.7 million, or $0.21 per share.
(8) As a result of the Back to Nature divestiture, we incurred a capital loss for tax purposes, for which we recorded a deferred tax asset during the first quarter of 2023. A valuation allowance has been recorded against this deferred tax asset, which negatively impacted our first quarter of 2023 income taxes by $14.7 million, or $0.21 per share.
Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures used by management to measure operating performance. We define adjusted net income and adjusted diluted earnings per share as net income and diluted earnings per share adjusted for certain items that affect comparability.
Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures used by management to measure operating performance. We define adjusted net income and adjusted diluted earnings per share as net income (loss) and diluted earnings (loss) per share adjusted for certain items that affect comparability.
We expect to make capital expenditures of approximately $35.0 million to $40.0 million in the aggregate during fiscal 2024. Our projected capital expenditures for fiscal 2024 primarily relate to asset sustainability projects, cost savings initiatives, environmental compliance and information technology systems (hardware and software), including cybersecurity.
We expect to make capital expenditures of approximately $35.0 million to $40.0 million in the aggregate during fiscal 2025. Our projected capital expenditures for fiscal 2025 primarily relate to asset sustainability projects, cost savings initiatives, information technology systems (hardware and software), including cybersecurity, and environmental compliance.
Any weakening of the U.S. dollar against the Canadian dollar could significantly increase our costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars in advance of any such weakening of the U.S. dollar or otherwise entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar.
A weakening of the U.S. dollar against the Canadian dollar would significantly increase our costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars or otherwise entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar.
Tax Act” above for a discussion of the impact and expected impact of the U.S. Tax Act on our cash income tax payments, including the impact the U.S. Tax Act had in fiscal 2023 and fiscal 2022 and is expected to have in fiscal 2024 and beyond on our interest expense deductions and our cash taxes.
Tax Act” above for a discussion of the impact and expected impact of the U.S. Tax Act on our cash income tax payments, including the impact the U.S. Tax Act had in fiscal 2024 and fiscal 2023 and is expected to have in fiscal 2025 and beyond on our interest expense deductions and our cash taxes.
Changes in interest rates and the market value of the securities held by the plans could materially change, positively or negatively, the funded status of the plans and affect the level of pension expense and required contributions in fiscal 2024 and beyond.
Changes in interest rates and the market value of the securities held by the plans could materially change, positively or negatively, the funded status of the plans and affect the level of pension expense and required contributions in fiscal 2025 and beyond.
Critical Accounting Policies; Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP) requires our management to make a number of estimates and assumptions relating to the reporting 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.
Critical Accounting Policies; Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP) requires our management to make a number of estimates and assumptions relating to the reporting - 36 - Table of Contents 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.
In addition, any significant decline in our market capitalization or changes in discount rates or changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value of our 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.
Similarly, a 0.25% decrease or increase in the expected return on pension plan assets would increase or decrease our pension expense by approximately $0.4 million. During fiscal 2024 we expect to make contributions of approximately $2.5 million for our four company-sponsored defined benefit pension plans.
Similarly, a 0.25% decrease or increase in the expected return on pension plan assets would increase or decrease our pension expense by approximately $0.4 million. During fiscal 2025 we expect to make contributions of approximately $2.5 million to our four company-sponsored defined benefit pension plans.
During the first quarter of 2023, we completed the Back to Nature divestiture and we recorded a loss on the sale of $0.1 million. See Note 3, “Acquisitions and Divestitures,” to our consolidated financial statements in Part II, Item 8 of this report.
During the first quarter of 2023, we completed the Back to Nature divestiture and we recorded a loss on the sale of $0.1 million. See Note 3, “Acquisitions and Divestitures,” to our consolidated financial statements in Part II, Item 8 of this report. Impairment of Intangible Assets .
Dividend Policy For a discussion of our dividend policy, see the information set forth under the heading “Dividend Policy” in Part II, Item 5 of this report. - 49 - Table of Contents Acquisitions Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions.
Dividend Policy For a discussion of our dividend policy, see the information set forth under the heading “Dividend Policy” in Part II, Item 5 of this report. Acquisitions Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions.
Acquisition Accounting Our consolidated financial statements and results of operations include an acquired business’s operations after the completion of the acquisition. We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.
Acquisition Accounting Our consolidated financial statements and results of operations include an acquired business’s operations after the completion of the acquisition. We account for acquired businesses using the acquisition method of accounting, which - 39 - Table of Contents requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.
As a result of changing consumer preferences for products and channels, we may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance.
As a result of changing consumer preferences for products and channels, we may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand - 35 - Table of Contents significance.
Contingencies See Note 14, “Commitments and Contingencies,” to our consolidated financial statements in Part II, Item 8 of this report. - 50 - Table of Contents Recent Accounting Pronouncements See Note 2(s), “Summary of Significant Accounting Policies — Recently Issued Accounting Standards – Pending Adoption ,” to our consolidated financial statements in Part II, Item 8 of this report. ​ Supplemental Financial Information about B&G Foods and Guarantor Subsidiaries As further discussed in Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report, our obligations under our 5.25% senior notes due 2025, the 5.25% senior notes due 2027, and the 8.00% senior secured notes due 2028 are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries, which we refer to in this section as the guarantor subsidiaries.
Recent Accounting Pronouncements See Note 2(s), “Summary of Significant Accounting Policies — Recently Issued Accounting Standards – Pending Adoption ,” to our consolidated financial statements in Part II, Item 8 of this report. ​ Supplemental Financial Information about B&G Foods and Guarantor Subsidiaries As further discussed in Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report, our obligations under the 5.25% senior notes due 2027, and the 8.00% senior secured notes due 2028 are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries, which we refer to in this section as the guarantor subsidiaries.
We also present EBITDA and adjusted EBITDA because we believe they are useful indicators of our historical debt capacity and ability to service debt and because covenants in our credit agreement and our senior notes indentures contain ratios based on these measures.
We also present EBITDA and adjusted EBITDA because we believe they are useful indicators of our historical debt capacity and ability to service debt and because covenants in our credit agreement, our senior secured notes indenture and our senior notes indenture contain ratios based on these measures.
See Note 10, “Income Taxes,” to our consolidated financial statements in Part II, Item 8 of this report. - 41 - Table of Contents Results of Operations The following table sets forth the percentages of net sales represented by selected items for fiscal 2023 and fiscal 2022 reflected in our consolidated statements of operations.
See Note 10, “Income Taxes,” to our consolidated financial statements in Part II, Item 8 of this report. - 40 - Table of Contents Results of Operations The following table sets forth the percentages of net sales represented by selected items for fiscal 2024 and fiscal 2023 reflected in our consolidated statements of operations.
Cash Income Tax Payments. We made net cash tax payments of approximately $24.8 million and $25.6 million during fiscal 2023 and fiscal 2022, respectively. We believe that we will realize a benefit to our cash taxes payable from amortization of our trademarks, goodwill and other intangible assets for the taxable years 2024 through 2038. See “U.S.
Cash Income Tax Payments. We made net cash tax payments of approximately $21.2 million and $24.8 million during fiscal 2024 and fiscal 2023, respectively. We believe that we will realize a benefit to our cash taxes payable from amortization of our trademarks, goodwill and other intangible assets for the taxable years 2025 through 2038. See “U.S.
Since 1996, we have successfully acquired and integrated more than 50 brands into our company. Most recently, on May 5, 2022, we acquired the frozen vegetable manufacturing operations of Growers Express, LLC.
Since 1996, we have successfully acquired and integrated more than 50 brands or businesses into our company. On May 5, 2022, we acquired the frozen vegetable manufacturing operations of Growers Express, LLC.
These differences result in deferred tax assets and liabilities. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we establish a valuation allowance.
We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we establish a valuation allowance.
We have recorded a deferred tax asset of $46.9 million and $22.2 million for fiscal 2023 and fiscal 2022, respectively, related to the interest deduction carryover, without a valuation allowance, as the disallowed interest may be carried forward indefinitely.
We have recorded a deferred tax asset of $72.7 million and $46.9 million for fiscal 2024 and fiscal 2023, respectively, related to the interest deduction carryover, without a valuation allowance, as the disallowed interest may be carried forward indefinitely.
In addition, the rapid growth of some channels and changing consumer preferences for these channels, in particular in e-commerce, which has expanded significantly following the outbreak of COVID-19, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.
In addition, the rapid growth of some channels and changing consumer preferences for these channels, in particular in e-commerce, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.
Our goal is to continue to increase sales, profitability and cash flows through strategic acquisitions, new product development and organic - 35 - Table of Contents growth.
Our goal is to continue to increase sales, profitability and cash flows through strategic acquisitions, new product development and organic growth.
Tax Act in 2018, including detailed guidance clarifying the calculation of the mandatory tax on previously unrepatriated earnings, application of the existing foreign tax credit rules to newly created categories and expanding details for application of the base erosion tax on affiliate payments.
Treasury issued several regulations supplementing the U.S. Tax Act in 2018, including detailed guidance clarifying the calculation of the mandatory tax on previously unrepatriated earnings, application of the existing foreign tax credit rules to newly created categories and expanding details for application of the base erosion tax on affiliate payments.
The comparisons of financial results are not necessarily indicative of future results: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2023 ​ Fiscal 2022 Statement of Operations Data: ​ ​ ​ ​ ​ ​ Net sales 100.0 % ​ 100.0 % Cost of goods sold 77.9 % ​ 81.1 % Gross profit 22.1 % ​ 18.9 % ​ ​ ​ ​ ​ ​ ​ Operating expenses (income): ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses 9.5 % ​ 8.8 % Amortization expense ​ 0.9 % ​ 0.9 % Loss (gain) on sales of assets ​ 6.7 % ​ (0.3) % Impairment of assets held for sale ​ 0.1 % ​ 4.9 % Impairment of intangible assets ​ 1.0 % ​ — % Operating income 3.9 % ​ 4.6 % ​ ​ ​ ​ ​ ​ ​ Other (income) and expenses: ​ ​ ​ ​ ​ ​ Interest expense, net 7.4 % ​ 5.8 % Other income ​ (0.2) % ​ (0.3) % Loss before income tax benefit (3.3) % ​ (0.9) % Income tax benefit (0.1) % ​ (0.4) % Net loss (3.2) % ​ (0.5) % As used in this section, the terms listed below have the following meanings: Net Sales.
The comparisons of financial results are not necessarily indicative of future results: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ Fiscal 2023 Statement of Operations Data: ​ ​ ​ ​ ​ ​ Net sales 100.0 % ​ 100.0 % Cost of goods sold 78.2 % ​ 77.9 % Gross profit 21.8 % ​ 22.1 % ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses 9.7 % ​ 9.5 % Amortization expense ​ 1.0 % ​ 0.9 % Impairment of goodwill ​ 3.7 % ​ — % Loss on sales of assets ​ — % ​ 6.8 % Impairment of intangible assets ​ 16.6 % ​ 1.0 % Operating (loss) income (9.2) % ​ 3.9 % ​ ​ ​ ​ ​ ​ ​ Other expenses (income): ​ ​ ​ ​ ​ ​ Interest expense, net 8.1 % ​ 7.4 % Other income ​ (0.2) % ​ (0.2) % Loss before income tax benefit (17.1) % ​ (3.3) % Income tax benefit (4.1) % ​ (0.1) % Net loss (13.0) % ​ (3.2) % As used in this section, the terms listed below have the following meanings: Net Sales.
Amortization expense includes the amortization expense associated with customer relationships, finite-lived trademarks and other intangible assets. Impairment of Assets Held for Sale. Impairment of assets held for sale consists of pre-tax, non-cash charges to assets held for sale.
Amortization expense includes the amortization expense associated with customer relationships, finite-lived trademarks and other intangible assets. Impairment of Goodwill. Impairment of goodwill includes pre-tax, non-cash impairment charges to goodwill. Impairment of Intangible Assets .
Fiscal 2022 Compared to Fiscal 2021 For a discussion of fiscal 2022 compared to fiscal 2021, please refer to our 2022 Annual Report on Form 10-K, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, filed with the SEC on March 1, 2022.
Fiscal 2023 Compared to Fiscal 2022 For a discussion of fiscal 2023 compared to fiscal 2022, please refer to our 2023 Annual Report on Form 10-K, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, filed with the SEC on February 28, 2024.
The table below sets forth the book value as of December 30, 2023 of the indefinite-lived trademarks for each of our brands whose net sales equaled or exceeded 3% of our fiscal 2023 or fiscal 2022 net sales and for “all other brands” in the aggregate (in thousands): ​ ​ ​ ​ ​ December 30, 2023 Brand: ​ ​ Crisco ​ $ 321,683 Green Giant ​ ​ 306,660 Dash ​ ​ 189,000 Spices & Seasonings (1) ​ ​ 65,200 Ortega ​ ​ 32,339 Cream of Wheat ​ 27,000 Clabber Girl (2) ​ ​ 19,600 Maple Grove Farms of Vermont ​ 11,627 All other brands ​ 465,534 Total indefinite-lived trademarks ​ $ 1,438,643 (1) The spices & seasonings acquisition was completed on November 21, 2016.
The table below sets forth the book value as of December 28, 2024 of the indefinite-lived trademarks for each of our brands whose net sales equaled or exceeded 3% of our fiscal 2024 or fiscal 2023 net sales and for “all other brands” in the aggregate (in thousands): ​ ​ ​ ​ ​ December 28, 2024 Brand: ​ ​ Crisco ​ $ 320,407 Dash ​ ​ 189,000 Spices & Seasonings (1) ​ ​ 65,200 Ortega ​ ​ 32,339 Green Giant ​ ​ 31,660 Cream of Wheat ​ 27,000 Clabber Girl (2) ​ ​ 19,600 Maple Grove Farms of Vermont ​ 11,627 All other brands ​ 420,534 Total indefinite-lived trademarks ​ $ 1,117,367 (1) The spices & seasonings acquisition was completed on November 21, 2016.
Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences.
Changing Consumer Preferences and Channel Shifts. Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences.
As a result, our adjusted taxable income (used to compute the limitation) decreased and we were subject to the interest expense deduction limitation in fiscal 2023 and fiscal 2022, resulting in an increase to taxable income of $107.7 million and $90.2 million, respectively. We may continue to be subject to the interest deduction limitation in future years.
As a result, our adjusted taxable income (used to compute the limitation) decreased and we were subject to the interest expense deduction limitation in fiscal 2024 and fiscal 2023, resulting in an increase to taxable income of $110.8 million and $107.7 million, respectively. We expect to continue to be subject to the interest deduction limitation in future years.
However, we cannot assure you that this provision will be effective to protect the subsidiary guarantees from being voided under fraudulent transfer laws. - 51 - Table of Contents A guarantor subsidiary’s guarantee will be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that guarantor subsidiary (including by way of merger or consolidation) to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a “restricted subsidiary” of B&G Foods under the applicable indenture, if the sale or other disposition complies with the asset sale provisions of the applicable indenture; (2) in connection with any sale or other disposition of all of the capital stock of that guarantor subsidiary to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a “restricted subsidiary” of B&G Foods, if the sale or other disposition complies with the asset sale provisions of the applicable indenture; (3) if B&G Foods designates any “restricted subsidiary” that is a guarantor subsidiary to be an “unrestricted subsidiary” in accordance with the applicable provisions of the indenture; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture; (5) if such guarantor subsidiary no longer constitutes a domestic subsidiary; or (6) if it is determined in good faith by B&G Foods that a liquidation, dissolution or merger out of existence of such guarantor subsidiary is in the best interests of B&G Foods and is not materially disadvantageous to the holders of the senior notes.
A guarantor subsidiary’s guarantee will be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that guarantor subsidiary (including by way of merger or consolidation) to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a “restricted subsidiary” of B&G Foods under the applicable indenture, if the sale or other disposition complies with the asset sale provisions of the applicable indenture; (2) in connection with any sale or other disposition of all of the capital stock of that guarantor subsidiary to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a “restricted subsidiary” of B&G Foods, if the sale or other disposition complies with the asset sale provisions of the applicable indenture; (3) if B&G Foods designates any “restricted subsidiary” that is a guarantor subsidiary to be an “unrestricted subsidiary” in accordance with the applicable provisions of the indenture; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture; (5) if such guarantor subsidiary no longer constitutes a domestic subsidiary; or (6) if it is determined in good faith by B&G Foods that a liquidation, dissolution or merger out of existence of such guarantor subsidiary is in the best interests of B&G Foods and is not materially disadvantageous to the holders of the senior notes or the senior secured notes, as applicable.
These regulations are to be applied retroactively and did not materially impact our 2023, 2022 or 2021 tax rates.
These regulations are to be applied retroactively and did not materially impact our fiscal 2024 or fiscal 2023 tax rates.
Calculating the fair values of goodwill and indefinite-lived intangible assets for these purposes requires significant estimates and assumptions by management, including future cash flows consistent with management’s expectations, annual sales growth rates, and certain assumptions underlying a discount rate based on available market data.
These valuation methods reflect certain third-party market value indicators. - 37 - Table of Contents Calculating the fair values of goodwill and indefinite-lived intangible assets for these purposes requires significant estimates and assumptions by management, including future cash flows consistent with management’s expectations, annual sales growth rates, and certain assumptions underlying a discount rate based on available market data.
Impairment of Intangible Assets . Impairment of intangible assets of $20.5 million for fiscal 2023 includes a pre-tax, non-cash loss for the impairment of intangible trademark assets relating to the Baker’s Joy , Molly McButter , Sugar Twin and New York Flatbreads brands, due primarily to our projections for reduced net sales and lower margins for the brands.
During fiscal 2023, we recorded pre-tax, non-cash impairment charges of $20.5 million related to intangible trademark assets for our Baker’s Joy , Molly McButter , Sugar Twin and New York Flatbreads brands, due primarily to our projections for reduced net sales and lower margins for the brands.
Tax Cuts and Jobs Act that was signed into law on December 22, 2017, which we refer to as the “U.S. Tax Act,” and the impact it has had, and may have, on our business and financial results. Pension Expense We maintain four company-sponsored defined benefit pension plans covering approximately 22.2% of our employees.
Tax Cuts and Jobs Act of 2017, which we refer to as the “U.S. Tax Act,” and the impact it has had, and may have, on our business and financial results. Pension Expense We maintain four company-sponsored defined benefit pension plans covering approximately 21.3% of our employees.
We refer to this divestiture in this report as the “ Back to Nature sale.” On November 8, 2023, we completed the sale of the Green Giant U.S. shelf-stable product line to Seneca Foods Corporation. We refer to this divestiture in this report as the “ Green Giant U.S. shelf-stable divestiture.” These divestitures affect comparability between periods.
We refer to this divestiture in this report as the “ Back to Nature sale” or “ Back to Nature divestiture.” On November 8, 2023, we completed the sale of the Green Giant U.S. shelf-stable product line to Seneca Foods Corporation.
As customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are also reducing their inventories and increasing their emphasis on private label products. Changing Consumer Preferences and Channel Shifts.
Consolidation in the Retail Trade and Consequent Inventory Reductions. As customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are also reducing their inventories and increasing their emphasis on private label products.
All assumptions used in our impairment evaluations for goodwill and indefinite-lived intangible assets, such as forecasted growth rates and discount rate, are based on the best available market information and are consistent with our internal forecasts and operating plans.
All assumptions used in our impairment evaluations for goodwill and indefinite-lived intangible assets, such as forecasted growth rates and discount rate, are based on the best available market information and are consistent with our internal forecasts and operating plans. We believe these assumptions to be reasonable, but they are inherently uncertain.
Our discount rate assumption for our four company-sponsored defined benefit plans changed from 4.95% - 5.00% at December 31, 2022 to 4.75% - 4.81% at December 30, 2023. As a sensitivity measure, a 0.25% decrease or increase in our discount rate would increase or decrease our pension expense by approximately $0.1 million.
Our discount rate assumption for our four company-sponsored defined benefit plans changed from 4.75% - 4.81% at December 30, 2023 to 5.41% - 5.50% at December 28, 2024. As a sensitivity measure, a 0.25% decrease or increase in our discount rate would increase or decrease our pension expense by approximately $0.3 million or $0.6 million, respectively.
Adjusted gross profit, which excludes the negative impact of $2.9 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during fiscal 2023, was $458.4 million, or 22.2% of net sales. Gross profit was $409.6 million for fiscal 2022, or 18.9% of net sales.
Adjusted gross profit, which excludes the negative impact of - 45 - Table of Contents $2.9 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during fiscal 2023, was $458.4 million, or 22.2% of net sales. Selling, General and Administrative Expenses .
Following the impairments recorded in fiscal 2023, fiscal 2022 and fiscal 2021, none of our indefinite-lived intangible assets had a book value in excess of their calculated fair values and the percentage excess of the aggregate calculated fair value over the aggregate book value was approximately 228.7%.
Following material impairments we recorded to goodwill and indefinite-lived intangible trademark assets in fiscal 2024, 2023 and 2022, none of our indefinite-lived intangible assets had a book value in excess of their calculated fair values and the percentage excess of the aggregate calculated fair value over the aggregate book value was approximately 308.9%.
Actual results could differ significantly from these estimates and assumptions. Our significant accounting policies are described more fully in note 2 to our consolidated financial statements included elsewhere in this report.
Actual results could differ significantly from these estimates and assumptions. Our significant accounting policies are described more fully in note 2 to our consolidated financial statements included elsewhere in this report. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.
In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. Freight rates increased significantly during the fourth quarter of 2020 throughout fiscal 2021 and fiscal 2022. We attempt to offset all or a portion of these increases through price increases and cost savings initiatives.
In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through list price increases, trade spend reductions and cost savings initiatives.
Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.7 percentage points to 9.5% for fiscal 2023, as compared to 8.8% for fiscal 2022. Amortization Expense. Amortization expense decreased $0.5 million to $20.8 million for fiscal 2023 from $21.3 million for fiscal 2022. (Loss) Gain on Sales of Assets .
Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.2 percentage points to 9.7% for fiscal 2024, as compared to 9.5% for fiscal 2023. Amortization Expense. Amortization expense decreased $0.4 million to $20.4 million for fiscal 2024 from $20.8 million for fiscal 2023. Impairment of Goodwill .
These increased costs would not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S. dollar would have on our net sales in Canada. Our purchases of raw materials from other foreign suppliers are generally denominated in U.S. dollars.
These increased costs would not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S. dollar would have on our net sales in Canada.
The following tables present summarized unaudited financial information on a combined basis for B&G Foods and each of the guarantor subsidiaries of the senior notes described above after elimination of (1) intercompany transactions and balances among B&G Foods and the guarantor subsidiaries and (2) investments in any subsidiary that is a non-guarantor (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ December 30, December 31, ​ ​ 2023 ​ 2022 Current assets (1) ​ $ 711,926 ​ $ 930,287 Non-current assets ​ ​ 2,577,910 ​ ​ 2,746,965 Current liabilities (2) ​ ​ 239,904 ​ ​ 200,307 Non-current liabilities ​ $ 2,365,338 ​ $ 2,751,661 (1) Current assets includes amounts due from non-guarantor subsidiaries of $53.6 million and $37.7 million as of December 30, 2023 and December 31, 2022, respectively.
The following tables present summarized unaudited financial information on a combined basis for B&G Foods and each of the guarantor subsidiaries described above after elimination of (1) intercompany transactions and balances among B&G Foods and the guarantor subsidiaries and (2) investments in any subsidiary that is a non-guarantor (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ December 28, December 30, ​ ​ 2024 ​ 2023 Current assets (1) ​ $ 690,367 ​ $ 711,926 Non-current assets ​ ​ 2,146,552 ​ ​ 2,577,910 Current liabilities (2) ​ ​ 224,344 ​ ​ 239,904 Non-current liabilities ​ $ 2,230,946 ​ $ 2,365,338 (1) Current assets includes amounts due from non-guarantor subsidiaries of $50.2 million and $53.6 million as of December 28, 2024 and December 30, 2023, respectively.
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 5.25% senior notes due 2027, or the 8.00% senior secured notes due 2028.
Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 5.25% senior notes due 2027, or the 8.00% senior secured notes due 2028. In this section, we refer to these foreign subsidiaries and future foreign or partially owned domestic subsidiaries as the non-guarantor subsidiaries.
The annual goodwill impairment testing is performed by estimating the fair value of our company based on discounted cash flows that reflect certain third-party market value indicators. Similarly, the annual impairment testing for indefinite-lived intangible assets is performed by estimating the fair value of our indefinite-lived intangible assets based on discounted cash flows that reflect certain third-party market value indicators.
The annual goodwill impairment testing is performed by estimating the fair value of each of our four reporting units based on discounted cash flows that reflect certain third-party market value indicators. We estimate the fair value of the indefinite-lived intangible assets primarily using the discounted cash flows method.
Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies. However, EBITDA and adjusted EBITDA can still be useful in evaluating our performance against our peer companies because management believes these measures provide users with valuable insight into key components of GAAP amounts.
However, EBITDA and adjusted EBITDA can still be useful in evaluating our performance against our peer companies because management believes these measures provide users with valuable insight into key components of GAAP amounts.
The remaining estimated present value of that liability of $12.9 million is recorded on our consolidated balance sheet as of December 30, 2023. - 40 - Table of Contents For a more detailed description about our pension expense, the company-sponsored pension plans to which we contribute, and the multi-employer pension plan withdrawal liability, see Note 12, “Pension Benefits,” to our consolidated financial statements in Part II, Item 8 of this report.
For a more detailed description about our pension expense, the company-sponsored pension plans to which we contribute, and the multi-employer pension plan withdrawal liability, see Note 12, “Pension Benefits,” to our consolidated financial statements in Part II, Item 8 of this report.
Competitive pressures also may limit our ability to quickly raise prices in response to rising costs. We experienced material net cost increases for raw materials during early fiscal 2023, fiscal 2022 and fiscal 2021 due to a number of factors, including the war in Ukraine and the COVID-19 pandemic.
Competitive pressures also may limit our ability to quickly raise prices in response to rising costs. We experienced material net cost increases for raw materials during the last several years due to a number of factors.
The increase was composed of increases in general and administrative expenses of $14.1 million and consumer marketing expenses of $3.1 million, partially offset by decreases in warehousing expenses of $5.3 million, selling expenses of $3.2 million and - 47 - Table of Contents acquisition/divestiture-related and non-recurring expenses of $3.1 million.
The decrease was composed of decreases in consumer marketing expenses of $4.7 million, selling expenses of $3.9 million and warehousing expenses of $2.3 million, partially offset by increases in general and administrative expenses of $2.8 million and acquisition/divestiture-related and non-recurring expenses of $0.2 million.
The 5.25% senior notes due 2025 and the 5.25% senior notes due 2027 and the related subsidiary guarantees are our and the guarantor subsidiaries’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantor subsidiaries’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantor subsidiaries’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantor subsidiaries’ future subordinated debt.
See Note 7, “Long-Term Debt” to our consolidated financial statements in Part II, Item 8 of this report. - 50 - Table of Contents The 5.25% senior notes due 2027 and the related subsidiary guarantees are our and the guarantor subsidiaries’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantor subsidiaries’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantor subsidiaries’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantor subsidiaries’ future subordinated debt.
During the fourth quarter of 2023, we completed the Green Giant U.S. shelf-stable divestiture and recorded a loss on sale of $4.8 million (or $3.6 million, net of tax) during the quarter, resulting in a total loss on sale of $137.7 million (or $104.0 million, net of tax) during fiscal 2023.
(4) In connection with the divestiture of our Green Giant U.S. shelf-stable product line during the fourth quarter of 2023, we recorded a loss on sale of $137.7 million (or $104.0 million, net of tax) during fiscal 2023 and an additional $0.1 million during the first quarter of fiscal 2024.
Our ability to generate sufficient cash to fund our operations depends generally on our results of operations and the availability of financing.
Stockholders’ equity as of that date was $524.8 million. Our ability to generate sufficient cash to fund our operations depends generally on our results of operations and the availability of financing.
Each guarantee contains a provision intended to limit the guarantor subsidiary’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer.
Each guarantee contains a provision intended to limit the guarantor subsidiary’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. However, we cannot assure you that this provision will be effective to protect the subsidiary guarantees from being voided under fraudulent transfer laws.
Debt See Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report for a description of our senior secured credit agreement, including our revolving credit facility and tranche B term loans, our 5.25% senior notes due 2025, our 5.25% senior notes due 2027 and our 8.00% senior secured notes due 2028.
The impact of future acquisitions, whether financed with additional indebtedness or otherwise, may have a material impact on our liquidity and capital resources. - 49 - Table of Contents Debt See Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report for a description of our senior secured credit agreement, including our revolving credit facility and tranche B term loans, our 5.25% senior notes due 2027 and our 8.00% senior secured notes due 2028.
We believe these assumptions to be reasonable, but they are inherently uncertain. - 39 - Table of Contents These assumptions could be adversely impacted by certain of the risks described in Part I, Item 1A, “Risk Factors,” of this report.
These assumptions could be adversely impacted by certain of the risks described in Part I, Item 1A, “Risk Factors,” of this report.
We do not have any off-balance sheet financing arrangements. Cash Flows Net Cash Provided by Operating Activities . Net cash provided by operating activities increased $241.8 million to $247.8 million for fiscal 2023 from $6.0 million for fiscal 2022.
We do not have any off-balance sheet financing arrangements. - 48 - Table of Contents Cash Flows Net Cash Provided by Operating Activities . Net cash provided by operating activities decreased $116.9 million to $130.9 million for fiscal 2024 from $247.8 million for fiscal 2023.
Adjusted gross profit, which excludes the negative impact of $9.1 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during fiscal 2022, was $418.7 million, or 19.4% of net sales.
Gross profit was $422.0 million for fiscal 2024, or 21.8% of net sales. Adjusted gross profit, which excludes the negative impact of $6.0 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during fiscal 2024, was $427.9 million, or 22.1% of net sales. Gross profit was $455.5 million for fiscal 2023, or 22.1% of net sales.
Net sales of the Green Giant U.S. shelf-stable product line, which we divested on November 8, 2023, were $24.6 million lower in fiscal 2023 compared to fiscal 2022, primarily due to the divestiture. Base business net sales for fiscal 2023 decreased $30.0 million, or 1.5%, to $1,997.2 million from $2,027.2 million for fiscal 2022.
Net sales of the Green Giant U.S. shelf-stable product line, which we divested on November 8, 2023, were $64.4 million in fiscal 2023. Base business net sales for fiscal 2024 decreased $65.4 million, or 3.3%, to $1,932.6 million from $1,998.0 million for fiscal 2023.
Our withdrawal from the plan requires us to make withdrawal liability payments to the plan of approximately $0.9 million per year for 20 years commencing March 1, 2022.
Our withdrawal in 2021 from a multi-employer pension plan relating to a former manufacturing facility requires us to make withdrawal liability payments to the plan of approximately $0.9 million per year for 20 years, which commenced on March 1, 2022.
On the first business day of fiscal 2023, we completed the Back to Nature divestiture and we recorded a loss on the sale of $0.1 million. See note (4) below. During the first quarter of 2022, we completed the closure and sale of our Portland, Maine manufacturing facility.
On the first business day of fiscal 2023, we completed the Back to Nature divestiture and we recorded a loss on the sale of $0.1 million.
See Note 6, “Goodwill and Other Intangible Assets” to our consolidated financial statements for a more detailed description of the impairment of intangible assets in fiscal 2023. Operating Income. As a result of the foregoing, operating income decreased $18.2 million, or 18.5%, to $80.4 million for fiscal 2023 from $98.6 million for fiscal 2022.
See Note 6, “Goodwill and Other Intangible Assets” to our consolidated financial statements for a more detailed description of the impairment of intangible assets in fiscal 2024 and fiscal 2023. Operating (Loss) Income.
We plan to continue managing inflation risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and, when necessary, by raising prices.
Although freight rates began to decline in 2023, freight rates remained elevated during fiscal 2024 and we expect freight rates to remain elevated during fiscal 2025. We plan to continue managing inflation risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and, when necessary, by raising prices.
Reconciliations of net loss and net cash provided by operating activities to EBITDA and adjusted EBITDA for fiscal 2023 and fiscal 2022 along with the components of EBITDA and adjusted EBITDA follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2023 Fiscal 2022 Net loss ​ $ (66,198) ​ $ (11,370) Income tax benefit ​ ​ (935) ​ ​ (7,537) Interest expense, net (1) ​ ​ 151,333 ​ ​ 124,915 Depreciation and amortization ​ ​ 69,620 ​ ​ 80,528 EBITDA ​ ​ 153,820 ​ ​ 186,536 Acquisition/divestiture-related and non-recurring expenses (2) ​ ​ 5,877 ​ ​ 12,921 Loss (gain) on sales of assets, net of facility closure costs (3) ​ ​ 137,798 ​ ​ (4,928) Impairment of assets held for sale (4) ​ ​ — ​ ​ 106,434 Impairment of intangible assets (5) ​ ​ 20,500 ​ ​ — Adjusted EBITDA ​ $ 317,995 ​ $ 300,963 ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2023 Fiscal 2022 Net cash provided by operating activities ​ $ 247,759 ​ $ 5,963 Income tax benefit ​ ​ (935) ​ ​ (7,537) Interest expense, net (1) ​ ​ 151,333 ​ ​ 124,915 Gain on extinguishment of debt (1) ​ ​ 911 ​ ​ — (Loss) gain on sales of assets (3) ​ ​ (138,523) ​ ​ 7,086 Deferred income taxes ​ ​ 26,395 ​ ​ 26,897 Amortization of deferred debt financing costs and bond discount/premium ​ ​ (7,510) ​ ​ (4,723) Share-based compensation expense ​ ​ (7,191) ​ ​ (3,917) Changes in assets and liabilities, net of effects of business combinations ​ ​ (97,919) ​ ​ 144,286 Impairment of assets held for sale (4) ​ ​ — ​ ​ (106,434) Impairment of intangible assets (5) ​ ​ (20,500) ​ ​ — EBITDA ​ ​ 153,820 ​ ​ 186,536 Acquisition/divestiture-related and non-recurring expenses (2) ​ ​ 5,877 ​ ​ 12,921 Loss (gain) on sales of assets, net of facility closure costs (3) ​ ​ 137,798 ​ ​ (4,928) Impairment of assets held for sale (4) ​ ​ — ​ ​ 106,434 Impairment of intangible assets (5) ​ ​ 20,500 ​ ​ — Adjusted EBITDA ​ $ 317,995 ​ $ 300,963 ​ Adjusted Net Income and Adjusted Diluted Earnings Per Share.
Reconciliations of net loss and net cash provided by operating activities to EBITDA and adjusted EBITDA for fiscal 2024 and fiscal 2023 along with the components of EBITDA and adjusted EBITDA follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 Fiscal 2023 Net loss ​ $ (251,251) ​ $ (66,198) Income tax benefit ​ ​ (79,258) ​ ​ (935) Interest expense, net (1) ​ ​ 157,447 ​ ​ 151,333 Depreciation and amortization ​ ​ 68,614 ​ ​ 69,620 EBITDA ​ ​ (104,448) ​ ​ 153,820 Acquisition/divestiture-related and non-recurring expenses (2) ​ ​ 8,938 ​ ​ 5,877 Impairment of goodwill (3) ​ ​ 70,580 ​ ​ — Loss on sales of assets (4) ​ ​ 135 ​ ​ 137,798 Impairment of property, plant and equipment, net ​ ​ 208 ​ ​ — Impairment of intangible assets (5) ​ ​ 320,000 ​ ​ 20,500 Adjusted EBITDA ​ $ 295,413 ​ $ 317,995 ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 Fiscal 2023 Net cash provided by operating activities ​ $ 130,914 ​ $ 247,759 Income tax benefit ​ ​ (79,258) ​ ​ (935) Interest expense, net (1) ​ ​ 157,447 ​ ​ 151,333 Impairment of goodwill (3) ​ ​ (70,580) ​ ​ — (Loss) gain on extinguishment of debt (1) ​ ​ (2,126) ​ ​ 911 Loss on sales of assets and impairment of property, plant and equipment (4) ​ ​ (558) ​ ​ (138,523) Deferred income taxes ​ ​ 99,107 ​ ​ 26,395 Amortization of deferred debt financing costs and bond discount/premium ​ ​ (5,928) ​ ​ (7,510) Share-based compensation expense ​ ​ (8,664) ​ ​ (7,191) Changes in assets and liabilities, net of effects of business combinations ​ ​ (4,802) ​ ​ (97,919) Impairment of intangible assets (5) ​ ​ (320,000) ​ ​ (20,500) EBITDA ​ ​ (104,448) ​ ​ 153,820 Acquisition/divestiture-related and non-recurring expenses (2) ​ ​ 8,938 ​ ​ 5,877 Impairment of goodwill (3) ​ ​ 70,580 ​ ​ — Loss on sales of assets (4) ​ ​ 135 ​ ​ 137,798 Impairment of property, plant and equipment, net ​ ​ 208 ​ ​ — Impairment of intangible assets (5) ​ ​ 320,000 ​ ​ 20,500 Adjusted EBITDA ​ $ 295,413 ​ $ 317,995 ​ ​ ​ ​ ​ Adjusted Net Income and Adjusted Diluted Earnings Per Share.
This acquisition and the application of the acquisition method of accounting affect comparability between periods. On January 3, 2023, we completed the sale of the Back to Nature business to a subsidiary of Barilla America, Inc.
For example, on January 3, 2023, we completed the sale of the Back to Nature business to a subsidiary of Barilla America, Inc.
The increase was primarily attributable to the sales proceeds received from the Back to Nature and Green Giant U.S. shelf-stable divestitures during fiscal 2023, partially offset by the cash used to pay the purchase price for the Yuma acquisition during fiscal 2022. Net Cash (Used in) Provided by Financing Activities .
For fiscal 2023, net cash provided by investing activities was $81.6 million, primarily reflecting the sales proceeds received from the Back to Nature and Green Giant U.S. shelf-stable divestitures of $107.3 million, partially offset by $25.7 million of capital expenditures. Net Cash Used in Financing Activities .
The increase was largely due to an increase in gross profit and favorable working capital comparisons in fiscal 2023 compared to fiscal 2022, primarily comprised of inventories, accrued expenses and lease liabilities, and trade accounts receivable, partially offset by unfavorable working capital comparisons related to trade accounts payable and other liabilities. Net Cash Provided by (Used in) Investing Activities .
The decrease was largely due to a reduction in net sales and unfavorable working capital comparisons in fiscal 2024 compared to fiscal 2023, primarily related to inventories, trade accounts receivable, other assets, and accrued expenses and lease liabilities, partially offset by favorable working capital comparisons related to other liabilities and prepaid expenses and other current assets.
Income tax benefit decreased $6.6 million to $0.9 million for fiscal 2023 from $7.5 million for fiscal 2022, and our effective tax rate decreased from 39.9% to 1.4%.
Income tax benefit increased $78.4 million to $79.3 million for fiscal 2024 from $0.9 million for fiscal 2023, and our effective tax rate increased from 1.4% to 24.0%.
Tax Act also limits the deduction for net interest expense (including the treatment of depreciation and other deductions in arriving at adjusted taxable income) incurred by a corporate taxpayer to 30% of the taxpayer’s adjusted taxable income. If we are unable to fully utilize our interest expense deductions in future periods, our cash taxes will increase.
Tax Act The Tax Cuts and Jobs Act of 2017, which we refer to as the “U.S. Tax Act,” limits the deduction for net interest expense (including the treatment of depreciation and other deductions in arriving at adjusted taxable income) incurred by a corporate taxpayer to 30% of the taxpayer’s adjusted taxable income.
We made total contributions to our company-sponsored pension plans of $2.5 million during fiscal 2023. We did not make any contributions to our company-sponsored defined benefit pension plans in fiscal 2022.
We made contributions to our company-sponsored pension plans of $2.5 million in each of fiscal 2024 and fiscal 2023.
(2) Current liabilities includes amounts due to non-guarantor subsidiaries of $6.6 million and $7.7 million as of December 30, 2023 and December 31, 2022, respectively. ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2023 Fiscal 2022 Net sales ​ $ 1,930,634 ​ $ 2,038,048 Gross profit ​ ​ 454,979 ​ ​ 396,830 Operating income ​ ​ 79,610 ​ ​ 84,431 Loss before income taxes ​ ​ (67,941) ​ ​ (33,104) Net loss ​ $ (64,102) ​ $ (21,292) ​
(2) Current liabilities includes amounts due to non-guarantor subsidiaries of $13.0 million and $6.6 million as of December 28, 2024 and December 30, 2023, respectively. - 51 - Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 Fiscal 2023 Net sales ​ $ 1,797,627 ​ $ 1,930,634 Gross profit ​ ​ 410,388 ​ ​ 454,979 Operating (loss) income ​ ​ (195,693) ​ ​ 79,610 Loss before income taxes ​ ​ (348,969) ​ ​ (67,941) Net loss ​ $ (263,903) ​ $ (64,102) ​
However, management uses these metrics in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity, and therefore does not place undue reliance on these measures as its only measures of operating performance and liquidity. - 43 - Table of Contents EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to operating income, net income (loss) or any other GAAP measure as an indicator of operating performance.
However, management uses these metrics in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity, and therefore does not place undue reliance on these measures as its only measures of operating performance and liquidity.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+3 added−10 removed2 unchanged
Biggest changeFor fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas for variable rate debt, a change in the interest rates will impact interest expense and cash flows. At December 30, 2023, we had $1,365.4 million of fixed rate debt and $698.6 million of variable rate debt.
Biggest changeFor fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas for variable rate debt, a change in the interest rates will impact interest expense and cash flows. At December 28, 2024, we had $1,349.3 million of fixed rate debt and $695.0 million of variable rate debt.
See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates – Pension Plans ” and Note 12, “Pension Benefits,” to our consolidated financial statements in Part II, Item 8 of this report for a discussion of the exposure of our defined benefit pension plan assets to risks related to market fluctuations. - 53 - Table of Contents
See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates – Pension Plans ” and Note 12, “Pension Benefits,” to our consolidated financial statements in Part II, Item 8 of this report for a discussion of the exposure of our defined benefit pension plan assets to risks related to market fluctuations. - 52 - Table of Contents
The information under the heading “Inflation” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference. Interest Rate Risk. In the normal course of operations, we are exposed to market risks relating to our long-term debt arising from adverse changes in interest rates.
The information under the heading “ Inflation ” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference. Interest Rate Risk. In the normal course of operations, we are exposed to market risks relating to our long-term debt arising from adverse changes in interest rates.
Removed
Based upon our principal amount of long-term debt outstanding at December 30, 2023, a hypothetical 1.0% increase or decrease in interest rates would have affected our annual interest expense by approximately $7.0 million. - 52 - Table of Contents The carrying values and fair values of our revolving credit loans, term loans and senior notes as of December 30, 2023 and December 31, 2022 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, 2023 ​ ​ December 31, 2022 ​ Carrying Value Fair Value Carrying Value Fair Value Revolving credit loans ​ $ 170,000 ​ $ 170,000 (1) ​ $ 282,500 ​ $ 282,500 (1) ​ Tranche B term loans due 2026 ​ ​ 527,443 (2) ​ ​ 522,169 (3) ​ ​ 668,532 (2) ​ ​ 636,777 (3) ​ 5.25% senior notes due 2025 ​ ​ 265,592 (4) ​ ​ 261,608 (3) ​ ​ 901,213 (4) ​ ​ 790,625 (3) ​ 5.25% senior notes due 2027 ​ ​ 550,000 ​ ​ 497,750 (3) ​ ​ 550,000 ​ ​ 420,558 (3) ​ 8.00% senior secured notes due 2028 ​ $ 547,372 (5) ​ $ 572,688 (3) ​ $ — ​ $ — ​ (1) Fair values are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active.
Added
Based upon our principal amount of long-term debt outstanding at December 28, 2024, a hypothetical 1.0% increase or decrease in interest rates would have affected our annual interest expense by approximately $7.0 million. For more information, see Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report.
Removed
(2) The carrying value of the tranche B term loans includes a discount. At December 30, 2023, and December 31, 2022, the face amount of the tranche B term loans was $528.6 million and $671.6 million, respectively. (3) Fair values are estimated based on quoted market prices.
Added
The information in Note 8, “Fair Value Measurements,” to our consolidated financial statements in Part II, Item 8 of this report is incorporated herein by reference. Foreign Currency Risk. The information under the heading “ Fluctuations in Currency Exchange Rates ” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference.
Removed
(4) The carrying value of the 5.25% senior notes due 2025 includes a premium. At December 30, 2023 and December 31, 2022, the face amount of the 5.25% senior notes due 2025 was $265.4 million and $900.0 million, respectively. (5) The carrying value of 8.00% senior secured notes due 2028 includes a discount.
Added
Market Fluctuation Risks Relating to our Defined Benefit Pension Plans .
Removed
At December 30, 2023, the face amount of the 8.00% senior secured notes due 2028 was $550.0 million. Cash and cash equivalents, trade accounts receivable, income tax receivable/payable, trade accounts payable, accrued expenses and dividends payable are reflected on our consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments.
Removed
For more information, see Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report. Foreign Currency Risk. Our foreign sales are primarily to customers in Canada. Our sales to Canada are generally denominated in Canadian dollars and our sales for export to other countries are generally denominated in U.S. dollars.
Removed
During fiscal 2023, 2022 and 2021, our net sales to customers in foreign countries represented approximately 8.6%, 7.8% and 8.3%, respectively, of our total net sales. We also purchase certain raw materials from foreign suppliers. For example, we purchase a significant majority of our maple syrup requirements from suppliers in Québec, Canada. These purchases are made in Canadian dollars.
Removed
A weakening of the U.S. dollar in relation to the Canadian dollar would significantly increase our future costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars or otherwise entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar.
Removed
Our purchases of raw materials from other foreign suppliers are generally denominated in U.S. dollars, but certain purchases of raw materials in Mexico are denominated in Mexican pesos. In addition, we operate a frozen vegetable manufacturing facility in Irapuato, Mexico.
Removed
A weakening of the U.S. dollar in relation to the Mexican peso would significantly increase our costs relating to the production of frozen vegetable products to the extent we have not purchased Mexican pesos or otherwise entered into hedging arrangements in advance of the weakening of the U.S. dollar.
Removed
As a result, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign currency fluctuations, and these fluctuations may have an adverse impact on operating results. Market Fluctuation Risks Relating to our Defined Benefit Pension Plans .

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