Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Part I, Item 1A, “Risk Factors,” under the heading “Forward-Looking Statements” before Part I of this report and elsewhere in this report. The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report.
General
We manufacture, sell and distribute a diverse portfolio of branded, high-quality, shelf-stable and frozen foods and household products, many of which have leading regional or national market shares. In general, we position our branded products to appeal to the consumer desiring a high-quality and reasonably priced product. We complement our branded product retail sales with institutional and foodservice sales and private label sales.
Our company has been built upon a successful track record of acquisition-driven growth. Our goal is to continue to increase sales, profitability and cash flows through strategic acquisitions, new product development and organic growth. We intend to implement our growth strategy through the following initiatives: expanding our brand portfolio
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with disciplined acquisitions of complementary branded businesses, continuing to develop new products and delivering them to market quickly, leveraging our multiple channel sales and distribution system and continuing to focus on higher growth customers and distribution channels.
Since 1996, we have successfully acquired and integrated more than 50 brands or businesses into our company. On January 15, 2026, we entered into an agreement to acquire the broth and stock business of Del Monte Foods Corporation II Inc. and its affiliates, including the College Inn and Kitchen Basics brands. Subject to customary closing conditions and the simultaneous closing of two other pending sales by Del Monte Foods unrelated to B&G Foods or the broth and stock business, we expect the pending acquisition to close during the first quarter of 2026. We refer to this pending acquisition as the “ College Inn and Kitchen Basics acquisition.” This acquisition is expected to be accounted for using the acquisition method of accounting and, accordingly, the assets acquired and liabilities assumed and results of operations of the acquired business will be included in our consolidated financial statements from the date of acquisition. This acquisition and the application of the acquisition method of accounting will affect comparability between periods.
In addition, in an attempt to sharpen focus, improve margins and reduce our long-term debt, we have begun reshaping our portfolio through select divestitures. For example, on March 2, 2026, we completed the sale of the Green Giant U.S. frozen business to Seneca Foods Corporation. On October 24, 2025, we entered into an agreement to sell our Green Giant and Le Sieur frozen and shelf-stable product lines in Canada to Nortera Foods Inc., which, subject to regulatory approval and customary closing conditions, is expected to close during the second quarter of 2026. On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand to McCall Farms. On May 23, 2025, we completed the sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes to Violet Foods LLC. On January 3, 2023, we completed the sale of the Back to Nature business to a subsidiary of Barilla America, Inc. On November 8, 2023, we completed the sale of the Green Giant U.S. shelf-stable product line to Seneca Foods Corporation. In this report, we refer to these divestitures as the “ Green Giant U.S. frozen ,” the “ Green Giant Canada ,” the “ Le Sueur U.S. ,” the “ Don Pepino ,” the “ Back to Nature ,” and the “ Green Giant U.S. shelf- .” These affect or will affect comparability between periods.
We are subject to a number of challenges that may adversely affect our businesses. These challenges, which are discussed above before Part I of this report under the heading “Forward-Looking Statements” and in Part I, Item 1A, “Risk Factors” include:
Fluctuations in Commodity Prices and Production and Distribution Costs. We purchase raw materials, including agricultural products, oils, meat, poultry, ingredients and packaging materials from growers, commodity processors, other food companies and packaging suppliers located in the United States and foreign locations. Raw materials and other input costs, such as fuel and transportation, are subject to fluctuations in price attributable to a number of factors, including climate and weather conditions, supply chain disruptions (including raw material shortages), labor shortages, wars and pandemics. Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns. The cost of raw materials, fuel, labor, distribution and other costs related to our operations can increase from time to time significantly and unexpectedly.
We attempt to manage cost inflation risks by locking in prices through short-term supply contracts and advance commodities purchase agreements and by implementing cost-saving measures. We also attempt to offset rising input costs by raising sales prices to our customers. However, increases in the prices we charge our customers may lag behind rising input costs. Competitive pressures also may limit our ability to quickly raise prices in response to rising costs.
We experienced material net cost increases for raw materials during the last several years due to a number of factors. Raw material costs remained elevated in fiscal 2023, fiscal 2024 and fiscal 2025 and we anticipate that certain raw material costs will remain elevated during fiscal 2026. We are currently locked into our supply and prices for a majority of our most significant raw material commodities through the second quarter of 2026.
In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through list price increases, trade spend reductions and cost savings initiatives. Although freight rates began to decline in 2023, freight rates remained elevated during fiscal 2024 and fiscal 2025 and we expect freight rates to remain elevated during fiscal 2026.
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We plan to continue managing inflation risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and, when necessary, by raising prices. However, to the extent we are unable to avoid or offset any present or future cost increases by locking in our costs, implementing cost-saving measures or increasing prices to our customers, our operating results could be materially adversely affected. In addition, if input costs decline, customers may look for price reductions in situations where we have locked into purchases at higher costs. During the past several years, our cost-saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient and packaging and distribution costs.
Consolidation in the Retail Trade and Consequent Inventory Reductions. As customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are also reducing their inventories and increasing their emphasis on private label products.
Changing Consumer Preferences and Channel Shifts. Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences. In addition, the rapid growth of some channels and changing consumer preferences for these channels, in particular in e-commerce, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. As a result of changing consumer preferences for products and channels, we may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts. If we are unable to effectively and timely adapt to changes in consumer preferences and channel shifts, our products may lose market share or we may face significant price erosion, and our business, consolidated financial condition, results of operations or liquidity could be materially and affected.
Consumer Concern Regarding Food Safety, Quality and Health. The food industry is subject to consumer concerns regarding the safety and quality of certain food products. If consumers in our principal markets lose confidence in the safety and quality of our food products, even as a result of a product liability claim or a product recall by a food industry competitor, our business could be adversely affected.
Trade and Regulatory Uncertainty. On February 1, 2025, the White House announced the imposition of tariffs of up to 25% on imports from Canada and Mexico and 10% on imports from China, and those countries subsequently announced retaliatory tariffs in response. Although the imposition of such tariffs has to a large extent been at least temporarily paused in the case of Canada and Mexico, tariffs on imports from China temporarily increased to as high as 145%, and the Trump Administration has imposed tariffs on other countries throughout the globe. The U.S. also reinstated full 25% tariffs on steel imports and increased tariffs on aluminum imports to 25%. The situation remains dynamic, rapidly evolving and uncertain. On February 20, 2026, the Supreme Court of the United States ruled that many tariffs imposed by the current U.S. presidential administration were unlawful. The scope, timing and practical effect of this decision, including whether and how such tariffs may be modified, refunded, replaced or otherwise addressed through new measures and the decision’s impact on tariffs, duties and broader trade relations remains uncertain, and could be material to our business, results of operations and financial condition.
If allowed to become or remain effective, these or any new, replacement or increased tariffs or resultant trade wars could lead to significant increases in the costs of raw materials and finished goods, including spices for our Spices & Flavor Solutions business unit, such as garlic, primarily sourced from China, and black pepper primarily sourced from Vietnam; finished goods produced at our Green Giant frozen vegetable manufacturing facility in Irapuato, Mexico; certain raw material vegetables we procure in Mexico for production in the United States; and the cost of steel cans and lids used for certain of our products. Our attempts to potentially offset cost increases through increases in the prices we charge for certain of our products may not be successful and may result in reduced sales volume.
If we are unable to offset increased costs or face significant sales volume declines, this could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity. Although most of the Green Giant vegetable products that we sell to customers in Canada are grown and produced in Canada, retaliatory tariffs imposed or threatened to be imposed by Canada or any “buy Canadian” campaigns in response to U.S. tariffs could have an adverse impact on our sales to customers in Canada for any of our products that are not produced in Canada. In addition, if allowed to become or remain effective, these recent tariffs or any new, replacement or increased
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tariffs could also negatively affect U.S. national or regional economies or lead to increased inflation or a recession, which also could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products.
Fluctuations in Currency Exchange Rates. Our foreign sales are primarily to customers in Canada. Our sales to Canada are generally denominated in Canadian dollars and our sales for export to other countries are generally denominated in U.S. dollars. During fiscal 2025 and fiscal 2024, our net sales to customers in Canada represented approximately 7.7% and 7.5%, respectively, of our total net sales. We also purchase certain raw materials from foreign suppliers. For example, we purchase a significant majority of our maple syrup requirements from suppliers in Québec, Canada. These purchases are made in Canadian dollars. A weakening of the U.S. dollar against the Canadian dollar would significantly increase our costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars or otherwise entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar. These increased costs would not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S. dollar would have on our net sales in Canada. Our purchases of raw materials from other foreign suppliers are generally denominated in U.S. dollars, with one exception being certain purchases of raw materials in Mexico that are denominated in Mexican pesos. In addition, we operate a frozen vegetable manufacturing facility in Irapuato, Mexico and as a result are to fluctuations in the Mexican peso. A of the U.S. dollar in relation to the Mexican peso would significantly increase our costs relating to the purchase of raw materials and the production of frozen vegetable products to the extent we have not purchased Mexican pesos or otherwise entered into hedging arrangements in advance of the of the U.S. dollar. As a result, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign currency fluctuations, and these fluctuations may have an impact on operating results. For example, in recent years our results of operations from our Green Giant frozen operations in Mexico have been impacted by appreciation in the of the Mexican peso relative to the U.S. dollar.
To confront these challenges, we continue to take steps to build the value of our brands, to improve our existing portfolio of products with new product and marketing initiatives, to reduce costs through improved productivity, to address consumer concerns about food safety, quality and health and to favorably manage currency fluctuations.
Critical Accounting Policies; Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP) requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve revenue recognition as it relates to trade and consumer promotion expenses; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment, and deferred tax assets; and the determination of the useful life of customer relationship and finite-lived trademark intangible assets. Actual results could differ significantly from these estimates and assumptions.
Our significant accounting policies are described more fully in note 2 to our consolidated financial statements included elsewhere in this report. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition and Trade and Consumer Promotion Expenses
We offer various sales incentive programs to customers and consumers, such as price discounts, in-store display incentives, slotting fees and coupons. The recognition of expense for these programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Actual expenses may differ if the level of redemption rates and performance vary from our estimates.
The core principle of authoritative guidance from the Financial Accounting Standards Board (FASB) related to the recognition of revenue from contracts with customers is that an entity should recognize revenue to depict the transfer
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of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for the goods or services.
Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and intangible assets with estimated useful lives are depreciated or amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted net future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted net future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Recoverability of assets held for sale is measured by a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to sell. Estimating future cash flows and calculating the fair value of assets requires significant estimates and assumptions by management.
Goodwill and Other Intangible Assets
Our total assets include substantial goodwill and indefinite-lived intangible assets (trademarks). Goodwill and indefinite-lived intangible assets are not amortized. As a result, these assets are tested for impairment through qualitative and quantitative assessments at least annually and whenever events or circumstances occur indicating that goodwill or indefinite-lived intangible assets might be impaired. We perform the annual impairment tests as of the last day of each fiscal year. We test our goodwill and indefinite-lived intangible assets by comparing the fair values with the carrying values and recognize a loss for the difference.
The annual goodwill impairment testing is performed by estimating the fair value of each of our four reporting units based on discounted cash flows that reflect certain third-party market value indicators. We estimate the fair value of the indefinite-lived intangible assets primarily using the discounted cash flows method. We also consider other market-based valuation approaches, including market multiples and observable market indicators, to corroborate the results of our discounted cash flow analysis and further support fair value conclusions. These valuation methods reflect certain third-party market value indicators.
Calculating the fair values of goodwill and indefinite-lived intangible assets for these purposes requires significant estimates and assumptions by management, including future cash flows consistent with management’s expectations, annual sales growth rates, and certain assumptions underlying a discount rate based on available market data. Significant management judgment is necessary to estimate the impact of competitive operating, macroeconomic and other factors to estimate the future levels of sales and cash flows.
As of January 3, 2026, we had $543.8 million of goodwill and $1,059.6 million of indefinite-lived intangible assets recorded in our consolidated balance sheet. Following material impairments we recorded to goodwill and indefinite-lived intangible trademark assets in fiscal 2025, 2024 and 2023, 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 301.1%. As of January 3, 2026, the fair values of our indefinite-lived intangible assets exceeded their carrying amounts by margins ranging from approximately 5% to 2,498%. Five brands had fair values closest to their respective book values, defined as less than 50 percent above carrying amount, and therefore represent the assets at highest relative risk of potential future impairment. These brands were Sugar Twin at 5% above a book value of $15.5 million, Static Guard at 9% above a book value of $18.8 million, Victoria at 22% above a book value of $6.7 million, Bear Creek at 42% above a book value of $113.4 million, and B&G at 43% above a book value of $12.3 million. However, materially different assumptions regarding the future performance of our businesses or discount rates could result in significant additional impairment losses. For example, if future revenues and contributions to our operating results for any of our brands or operating segments, including recently brands and newly acquired brands, , at rates in excess of our current projections, we may be required to record additional non-cash charges to certain intangible assets. In addition, any significant in our market capitalization or changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value of our goodwill or the goodwill of any of our operating segments. A determination that all or a portion of our goodwill or indefinite-lived intangible assets are , although a non-cash charge to operations, could have a material effect on our business, consolidated financial condition and results of operations.
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The table below sets forth the book value as of January 3, 2026 of the indefinite-lived trademarks for each of our brands whose net sales equaled or exceeded 3% of our fiscal 2025 or fiscal 2024 net sales and for “all other brands” in the aggregate (in thousands):
January 3, 2026
Brand (1) :
Crisco
Dash
Spices & Seasonings (2)
Ortega
Cream of Wheat
Clabber Girl (3)
Maple Grove Farms of Vermont
Green Giant
All other brands
Total indefinite-lived trademarks
For net sales for fiscal 2025 and fiscal 2024 for each of the brands listed in this table, see “Results of Operations – Net Sales by Brand ” below.
The spices & seasonings acquisition was completed on November 21, 2016. Includes trademark values for multiple brands acquired as part of the acquisition.
The Clabber Girl acquisition was completed on May 15, 2019. Includes trademark values for multiple brands acquired as part of the acquisition.
All assumptions used in our impairment evaluations for goodwill and indefinite-lived intangible assets, such as forecasted growth rates and discount rate, are based on the best available market information and are consistent with our internal forecasts and operating plans. We believe these assumptions to be reasonable, but they are inherently uncertain. These assumptions could be adversely impacted by certain of the risks described in Part I, Item 1A, “Risk Factors,” of this report.
For a further discussion of our annual impairment testing of goodwill and indefinite-lived intangible assets (trademarks) and the material non-cash impairment charges to goodwill and indefinite-lived intangible trademark assets that we recorded in fiscal 2025, 2024 and 2023, see Note 2(g), “Summary of Significant Accounting Policies— Goodwill and Other Intangible Assets ” and Note 6, “Goodwill and Other Intangible Assets” to our consolidated financial statements in Part II, Item 8 of this report.
Income Tax Expense Estimates and Policies
As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax expenses together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we include such charge in our tax provision, or reduce our tax benefits in our consolidated statements of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets.
There are various factors that may cause these tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal, state and international income tax laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes to the U.S. federal, state and international income tax laws and regulations on a regular basis and update the assumptions and estimates used to prepare our consolidated financial statements when new regulations and legislation are enacted. We recognize the benefit of an uncertain tax position that we have taken or expect to take on the income tax returns if it is more likely than not that such tax position will be sustained based upon its technical merits.
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See “One Big Beautiful Bill Act” below for a discussion of the U.S. One Big Beautiful Bill Act of 2025, which we refer to as the “OBBBA,” 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 21.4% of our employees. Our funding policy for company-sponsored defined benefit pension plans is to contribute annually not less than the amount recommended by our actuaries. The funded status of our pension plans is dependent upon many factors, including returns on invested assets and the level of certain market interest rates, employee-related demographic factors, such as turnover, retirement age and mortality, and the rate of salary increases. Certain assumptions reflect our historical experience and management’s best judgment regarding future expectations. Due to the significant management judgment involved, our assumptions could have a material impact on the measurement of our pension expenses and obligations. We review pension assumptions regularly and we may from time to time make voluntary contributions to our pension plans, which exceed the amounts required by statute. We did not make any contributions to our company-sponsored pension plans during fiscal 2025 and we made contributions to our company-sponsored pension plans of $2.5 million in fiscal 2024. 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 2026 and beyond.
Our discount rate assumption for our four company-sponsored defined benefit plans changed from 5.41% - 5.50% at December 28, 2024 to 5.25% - 5.49% at January 3, 2026. As a sensitivity measure, a 0.25% decrease or increase in our discount rate would increase or decrease our pension expense by approximately $0.7 million or $0.6 million, respectively. Similarly, a 0.25% decrease or increase in the expected return on pension plan assets would increase or decrease our pension expense by approximately $0.5 million. During fiscal 2026 we expect to make contributions of approximately $2.5 million to our four company-sponsored defined benefit pension plans.
Our withdrawal in 2021 from a multi-employer pension plan relating to a former manufacturing facility requires us to make withdrawal liability payments to the plan of approximately $0.9 million per year for 20 years, which commenced on March 1, 2022. The remaining estimated present value of that liability of $11.8 million is recorded on our consolidated balance sheet as of January 3, 2026.
For a more detailed description about our pension expense, the company-sponsored pension plans to which we contribute, and the multi-employer pension plan withdrawal liability, see Note 12, “Pension Benefits,” to our consolidated financial statements in Part II, Item 8 of this report.
Acquisition Accounting
Our consolidated financial statements and results of operations include an acquired business’s operations after the completion of the acquisition. We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Transaction costs are expensed as incurred.
The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations. Accordingly, for significant items, we typically obtain assistance from third-party valuation specialists. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. All of these judgments and estimates can materially impact our results of operations.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Among the tax law changes that impacted us in fiscal 2025 and will continue to impact us in future years relate to the timing of certain tax deductions including depreciation expense, R&D expenditures and interest expense. The OBBBA allows for 100% bonus depreciation to be taken on eligible assets, the option to immediately
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expense domestic R&D expenditures as well as accelerate the deduction of previously capitalized expenses, and restores the earnings before interest, taxes, depreciation and amortization (EBITDA) calculation for purposes of determining interest limitations. We implemented certain changes in fiscal 2025 related to the interest deduction limitation, bonus depreciation and the immediate expensing of R&D expenses. The OBBBA did not have a material impact on our effective income tax rate, results of operations, financial condition or liquidity for fiscal 2025. Certain provisions of the OBBBA, including the restoration of the EBITDA calculation for purposes of determining interest limitations, drove a reduction in our cash taxes for fiscal 2025. See Note 10, “Income Taxes,” to our consolidated financial statements in Part II, Item 8 of this report.
Results of Operations
The following table sets forth the percentages of net sales represented by selected items for fiscal 2025 and fiscal 2024 reflected in our consolidated statements of operations. The comparisons of financial results are not necessarily indicative of future results:
Fiscal 2025
Fiscal 2024
Statement of Operations Data:
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Selling, general and administrative expenses
Amortization expense
Impairment of goodwill
(Gain) loss on sales of assets
Impairment of assets held for sale
Impairment of intangible assets
Operating income (loss)
Other expenses (income):
Interest expense, net
Other income
Loss before income tax benefit
Income tax benefit
Net loss
As used in this section, the terms listed below have the following meanings:
Net Sales. Our net sales represents gross sales of products shipped to customers plus amounts charged to customers for shipping and handling, less cash discounts, coupon redemptions, slotting fees and trade promotional spending, including marketing development funds.
Gross Profit. Our gross profit is equal to our net sales less cost of goods sold. The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers, a portion of our warehousing expenses plus freight costs to our distribution centers and to our customers.
Selling, General and Administrative Expenses. Our selling, general and administrative expenses include costs related to selling our products, as well as all other general and administrative expenses. Some of these costs include administrative, marketing and internal sales force employee compensation and benefits costs, consumer advertising programs, brokerage costs, a portion of our warehousing expenses, information technology and communication costs, office rent, utilities, supplies, professional services, severance, acquisition/divestiture-related and non-recurring expenses and other general corporate expenses.
Amortization Expense. Amortization expense includes the amortization expense associated with customer relationships, finite-lived trademarks and other intangible assets.
Impairment of Goodwill. Impairment of goodwill includes pre-tax, non-cash impairment charges to goodwill.
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Impairment of Intangible Assets . Impairment of intangible assets includes pre-tax, non-cash impairment charges to indefinite-lived intangible trademark assets and pre-tax, non-cash impairment charges to finite-lived intangible customer relationship assets.
Impairment of Assets Held for Sale . Impairment of assets held for sale includes pre-tax, non-cash impairment charges to assets held for sale for Green Giant Canada.
Net Interest Expense. Net interest expense includes interest relating to our outstanding indebtedness, amortization of bond discount/premium and amortization of deferred debt financing costs (net of interest income).
Other Income. Other income includes the non-service portion of net periodic pension (benefit) cost and net periodic post-retirement benefit costs.
Non-GAAP Financial Measures
Certain disclosures in this report include non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows.
Base Business Net Sales. Base business net sales is a non-GAAP financial measure used by management to measure operating performance. We define base business net sales as our net sales excluding (1) the net sales of acquisitions until the net sales from such acquisitions are included in both comparable periods and (2) net sales of discontinued or divested brands. The portion of current period net sales attributable to recent acquisitions for which there is no corresponding period in the comparable period of the prior year is excluded. For each acquisition, the excluded period starts at the beginning of the most recent fiscal period being compared and ends on the first anniversary of the acquisition date. For discontinued or divested brands, the entire amount of net sales is excluded from each fiscal period being compared. We have included this financial measure because our management believes it provides useful and comparable trend information regarding the results of our business without the effect of the timing of acquisitions and the effect of discontinued or divested brands.
A reconciliation of net sales to base business net sales for fiscal 2025 and 2024 follows (in thousands):
Fiscal 2025
Fiscal 2024
Net sales
Net sales from discontinued or divested brands (1)
Base business net sales
For fiscal 2025, reflects net sales of the Le Sueur U.S. shelf-stable vegetable brand and the Don Pepino and Sclafani brands through the applicable dates of the divestitures. For fiscal 2024, reflects net sales of the Le Sueur U.S. shelf -stable vegetable brand, which was divested on August 1, 2025, net sales of the Don Pepino and Sclafani brands, which were divested on May 23, 2025, and a net credit paid to customers relating to other discontinued and divested brands.
EBITDA and Adjusted EBITDA. EBITDA and adjusted EBITDA are non-GAAP financial measures used by management to measure operating performance. We define EBITDA as net income (loss) before net interest expense, income taxes, and depreciation and amortization. We define adjusted EBITDA as EBITDA adjusted for cash and non-cash acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up, and gains and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale; impairment of intangible assets; and non-recurring expenses, gains and losses.
Management believes that it is useful to eliminate these items because it allows management to focus on what it deems to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. We use EBITDA and adjusted EBITDA in our business operations to, among other things, evaluate our operating performance, develop budgets and measure our performance against those budgets, determine employee bonuses and evaluate our cash flows in terms of cash needs. We also present EBITDA and adjusted EBITDA because we believe they are useful indicators of our historical debt capacity and ability to service debt and because covenants in our credit agreement, our senior secured notes indenture and our senior notes indenture contain ratios based on these
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measures. As a result, reports used by internal management during monthly operating reviews feature the EBITDA and adjusted EBITDA metrics. However, management uses these metrics in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity, and therefore does not place undue reliance on these measures as its only measures of operating performance and liquidity.
EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to operating income (loss), net income (loss) or any other GAAP measure as an indicator of operating performance. EBITDA and adjusted EBITDA are not complete net cash flow measures because EBITDA and adjusted EBITDA are measures of liquidity that do not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA and adjusted EBITDA are potential indicators of an entity’s ability to fund these cash requirements. EBITDA and adjusted EBITDA are not complete measures of an entity’s profitability because they do not include certain costs and expenses and gains and losses described above. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies. However, EBITDA and adjusted EBITDA can still be useful in evaluating our performance against our peer companies because management believes these measures provide users with valuable insight into key components of GAAP amounts.
Reconciliations of net loss and net cash provided by operating activities to EBITDA and adjusted EBITDA for fiscal 2025 and fiscal 2024 along with the components of EBITDA and adjusted EBITDA follows (in thousands):
Fiscal 2025
Fiscal 2024
Net loss
Income tax benefit
Interest expense, net (1) (2) (3)
Depreciation and amortization
EBITDA
Acquisition/divestiture-related and non-recurring expenses (4)
Impairment of goodwill (5)
Impairment of intangible assets (6)
(Gain) loss on sales of assets (7)
Impairment of property, plant and equipment, net (8)
Impairment of assets held for sale (9)
Adjusted EBITDA
Fiscal 2025
Fiscal 2024
Net cash provided by operating activities
Income tax benefit
Interest expense, net (1)(2)(3)
Impairment of goodwill (5)
Impairment of intangible assets (6)
Gain (loss) on extinguishment of debt (1)
Loss on sales property, plant and equipment
Gain (loss) on sales of assets (7)
Impairment of property, plant and equipment (8)
Impairment of assets held for sale (9)
Deferred income taxes
Amortization of deferred debt financing costs and bond discount/premium
Share-based compensation expense
Changes in assets and liabilities, net of effects of business combinations
EBITDA
Acquisition/divestiture-related and non-recurring expenses (4)
Impairment of goodwill (5)
Impairment of intangible assets (6)
(Gain) loss on sales of assets (7)
Impairment of property, plant and equipment, net (8)
Impairment of assets held for sale (9)
Adjusted EBITDA
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Adjusted Net Income and Adjusted Diluted Earnings Per Share. Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures used by management to measure operating performance. We define adjusted net income and adjusted diluted earnings per share as net income (loss) and diluted earnings (loss) per share adjusted for certain items that affect comparability. These non-GAAP financial measures reflect adjustments to net income (loss) and diluted earnings (loss) per share to eliminate the items identified in the reconciliation below. This information is provided in order to allow investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. Because we cannot predict the timing and amount of these items, management does not consider these items when evaluating our company’s performance or when making decisions regarding allocation of resources.
A reconciliation of net loss to adjusted net income and adjusted diluted earnings per share for fiscal 2025 and fiscal 2024, along with the components of adjusted net income and adjusted diluted earnings per share, follows (in thousands):
Fiscal 2025
Fiscal 2024
Net loss
(Gain) loss on extinguishment of debt (1)
Accelerated amortization of deferred debt financing costs (2)
Debt financing costs (3)
Acquisition/divestiture-related and non-recurring expenses (4)
Impairment of goodwill (5)
Impairment of intangible assets (6)
(Gain) loss on sales of assets (7)
Impairment of property, plant and equipment, net (8)
Impairment of assets held for sale (9)
Tax adjustments (10)
Tax effects of non-GAAP adjustments (11)
Adjusted net income
Adjusted diluted earnings per share (12)
Net interest expense for fiscal 2025 was reduced by $2.3 million (or $1.7 million, net of tax) as a result of gains on extinguishment of debt related to our repurchases of $40.7 million aggregate principal amount of our 5.25% senior notes due 2027 in open market purchases during fiscal 2025 at discounted repurchase prices, which resulted in a pre-tax gain of $2.9 million, partially offset by the accelerated amortization of deferred debt financing costs of $0.6 million, described in footnote (3) below, for fiscal 2025.
Net interest expense for fiscal 2024 includes a loss on extinguishment of debt of $2.1 million (or $1.6 million, net of tax), which consists of $1.3 million related to the refinancing of tranche B term loans and $0.6 million related to the refinancing of revolving credit loans during the third quarter of 2024, and $0.2 million related to the redemption in full of our then remaining outstanding 5.25% senior notes due 2025 during the fourth quarter of 2024.
Net interest expense for fiscal 2025 includes the accelerated amortization of deferred debt financing costs of $0.6 million (or $0.4 million, net of tax), resulting from our repurchases of 5.25% senior notes due 2027 described in footnote (1) above.
Net interest expense for fiscal 2024 includes the accelerated amortization of deferred debt financing costs of $0.5 million (or $0.3 million, net of tax), resulting from our prepayment of $21.3 million aggregate principal amount of tranche B term loans and repurchase of $0.7 million aggregate principal amount of 8.00% senior secured notes due 2028 during the second quarter of 2024.
Debt financing costs for fiscal 2024 reflects the portion of debt financing costs incurred in connection with the refinancing of our senior secured credit facility that is included in net interest expense. Of the $1.1 million (or $0.9 million, net of tax) included in net interest expense for fiscal 2024, $0.7 million relates to the refinancing of revolving credit loans and $0.4 million relates to the refinancing of tranche B term loans.
Acquisition/divestiture-related and non-recurring expenses primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.
In connection with our transition from one reportable segment to four reportable segments during the first quarter of 2024, we reassigned assets and liabilities, including goodwill, between four reporting units (which are the same as our reportable segments). We completed a goodwill impairment test, both prior to and subsequent to the change in reporting structure, comparing the fair values of the reporting units to the carrying values. The goodwill impairment test resulted in us recognizing pre-tax, non-cash goodwill impairment charges of $70.6 million (or $53.4 million, net of tax) within our Frozen & Vegetables
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reporting unit during the first quarter of 2024. See Note 6, “Goodwill and Other Intangible Assets,” and Note 16, “Business Segment Information,” to our consolidated financial statements in Part II, Item 8 of this report.
During fiscal 2025, we recorded pre-tax, non-cash impairment charges of $60.8 million (or $46.1 million, net of tax), including $34.8 million (or $26.4 million, net of tax) related to finite-lived intangible customer relationship assets and indefinite-lived intangible trademark assets for the Green Giant brand during the fourth quarter of 2025 and $26.0 million (or $19.6 million, net of tax) related to indefinite-lived intangible trademark assets for the Victoria and McCann’s brands during the third quarter of 2025.
During the fourth quarter of 2024, we recorded pre-tax, non-cash impairment charges of $320.0 million (or $241.6 million, net of tax) related to indefinite-lived intangible trademark assets for the Green Giant , Victoria , Static Guard and McCann’s brands.
During fiscal 2025, we recognized a net gain on sale of assets of $2.9 million (or $2.2 million, net of tax), which includes a gain on sale of $15.5 million (or $11.6 million, net of tax) for the Le Sueur U.S. divestiture during the third quarter of 2025, partially offset by a loss on sale of $12.6 million (or $9.5 million, net of tax) for the Don Pepino divestiture during the second quarter of 2025.
During the first quarter of 2025, we recorded pre-tax, non-cash impairment charges of $3.0 million (or $2.3 million, net of tax) related to property, plant and equipment.
During the third quarter of 2025, we reclassified $75.6 million of inventories, $6.3 million of indefinite-lived trademark intangible assets and $3.1 million of finite-lived customer relationship intangible assets related to Green Giant Canada within the Frozen & Vegetables business unit to assets held for sale as of the end of the third quarter of 2025. We then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax, non-cash impairment charges of $27.8 million (or $21.0 million, net of tax) during the third quarter of 2025. During the fourth quarter of 2025, the value of inventories included in assets held for sale decreased by $5.2 million and we recorded additional pre-tax, non-cash impairment charges of $0.7 million (or $0.6 million, net of tax) related to inventories included in assets held for sale.
We recorded a net tax adjustment expense of $3.9 million during fiscal 2025, primarily comprised of a valuation allowance of $4.6 million related to our interest expense deduction limitation, $0.9 million related to share-based compensation and rate changes, and a return-to-provision adjustment of $0.5 million, partially offset by a tax adjustment benefit of $2.1 million for a change in tax regulations for Section 987 of the Internal Revenue Code of 1986.
Tax adjustments for fiscal 2024 relate to return-to-provision adjustments in the U.S., Mexico and Canada.
Represents the tax effects of the non-GAAP adjustments listed above, assuming a tax rate of approximately 24.5%.
We were in a net loss position for fiscal 2025 and fiscal 2024, therefore there are no potentially dilutive share-based compensation awards included in the calculation of diluted weighted average shares outstanding for those periods, as their effect would have been antidilutive. However, given that the adjustments described above resulted in adjusted net income for those periods, the dilutive impact of potentially dilutive share-based compensation awards are being included in the calculation of adjusted diluted weighted average shares outstanding and, therefore, in the calculation of adjusted diluted earnings per share.
Segment Adjusted EBITDA and Segment Adjusted Expenses. For a discussion of segment adjusted EBITDA, segment adjusted expenses and a reconciliation of segment adjusted EBITDA to net loss, see Note 16, “Business Segment Information,” to our consolidated financial statements in Part II, Item 8 of this report.
Adjusted Gross Profit and Adjusted Gross Profit Percentage. Adjusted gross profit and adjusted gross profit percentage are non-GAAP financial measures used by management to measure operating performance. We define adjusted gross profit as gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold and adjusted gross profit percentage as gross profit percentage (i.e., gross profit as a percentage of net sales) adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold. These non-GAAP financial measures reflect adjustments to gross profit and gross profit percentage to eliminate the items identified in the reconciliation below. This information is provided in order to allow investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. Because we cannot predict the timing and amount of these items, management does not consider these items when evaluating our performance or when making decisions regarding allocation of resources.
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A reconciliation of gross profit to adjusted gross profit and gross profit percentage to adjusted gross profit percentage for fiscal 2025 and 2024 follows (in thousands, except percentages):
Fiscal Year Ended
Fiscal 2025
Fiscal 2024
Gross profit
Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold (1)
Adjusted gross profit
Gross profit percentage
Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold as a percentage of net sales
Adjusted gross profit percentage
Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.
Fiscal 2025 Compared to Fiscal 2024
Net Sales. Net sales for fiscal 2025 decreased $103.8 million, or 5.4%, to $1,828.7 million from $1,932.5 million for fiscal 2024. The decrease was primarily attributable to a decrease in base business net sales and the Le Sueur U.S. and Don Pepino divestitures. Net sales of the divested brands were $51.6 million in fiscal 2024, compared to $22.6 million in fiscal 2025 through the applicable dates of divestiture, which were August 1, 2025 and May 23, 2025, respectively.
Base business net sales for fiscal 2025 decreased $74.9 million, or 4.0%, to $1,806.1 million from $1,881.0 million for fiscal 2024. The decrease in base business net sales was driven by a decrease in volume of $66.3 million, or 3.5% of base business net sales, a decrease in net pricing and the impact of product mix of $5.5 million, or 0.3% of base business net sales, and the negative impact of foreign currency of $3.1 million.
Gross Profit . For fiscal 2025, gross profit was $398.8 million, or 21.8% of net sales, and adjusted gross profit was $402.4 million, or 22.0% of net sales. For fiscal 2024, gross profit was $422.0 million, or 21.8% of net sales, and adjusted gross profit was $427.9 million, or 22.1% of net sales.
Selling, General and Administrative Expenses . Selling, general and administrative expenses increased $6.8 million, or 3.7%, to $194.9 million for fiscal 2025 from $188.1 million for fiscal 2024. The increase was composed of increases in acquisition/divestiture-related and non-recurring expenses of $9.9 million and general and administrative expenses of $2.1 million, partially offset by decreases in consumer marketing expenses of $3.8 million and warehousing expenses of $1.4 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 1.0 percentage point to 10.7% for fiscal 2025, as compared to 9.7% for fiscal 2024.
Amortization Expense. Amortization expense decreased $0.1 million to $20.3 million for fiscal 2025 from $20.4 million for fiscal 2024.
Impairment of Goodwill . In connection with our transition from one reportable segment to four reportable segments during the first quarter of 2024, we reassigned assets and liabilities, including goodwill, between four reporting units (which are the same as our reportable segments) and completed a goodwill impairment test, both prior to and subsequent to the change, comparing the fair values of the reporting units to the carrying values. The goodwill impairment test resulted in us recognizing pre-tax, non-cash goodwill impairment charges of $70.6 million within our Frozen & Vegetables reporting segment during the first quarter of 2024. See Note 6, “Goodwill and Other Intangible Assets,” and Note 16, “Business Segment Information,” to our consolidated financial statements in Part II, Item 8 of this report.
Impairment of Intangible Assets . During fiscal 2025, we recorded pre-tax, non-cash impairment charges of $60.8 million, including $34.8 million related to finite-lived intangible customer relationship assets and indefinite-lived intangible trademark assets for the Green Giant brand during the fourth quarter of 2025, and $26.0 million related to indefinite-lived intangible trademark assets for the Victoria and McCann’s brands during the third quarter of 2025. During fiscal 2024, we recorded pre-tax, non-cash impairment charges of $320.0 million related to indefinite-lived intangible trademark assets for our Green Giant , Victoria , Static Guard and McCann’s brands. The impairment charges
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were driven by our projections for reduced net sales and lower margins for the brands due to, among other factors, ongoing challenges in the consumer packaged foods industry, particularly within the frozen and shelf-stable vegetable categories, which have faced both declining consumer demand and cost pressures. Additionally, unfavorable weather conditions in key growing regions where we source many of our products, along with the impact of unfavorable foreign exchange rates, have led to significantly higher costs, further impacting brand valuations.
(Gain) Loss on Sales of Assets . During fiscal 2025, we recognized a net gain on sale of assets of $2.9 million, which includes a gain on sale of $15.5 million for the Le Sueur U.S. divestiture during the third quarter of 2025 and a loss on sale of $12.6 million for the Don Pepino divestiture during the second quarter of 2025.
During the first quarter of 2024, we recorded a post-closing inventory adjustment related to the 2023 Green Giant U.S. shelf-stable divestiture and recorded an additional loss on sale of assets $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 2025 and fiscal 2024.
Impairment of Assets Held for Sale . During fiscal 2025, we reclassified $75.6 million of inventories, $6.3 million of indefinite-lived trademark assets and $3.1 million of finite-lived customer relationship intangible assets related to Green Giant Canada within the Frozen & Vegetables business unit to assets held for sale as of the end of the third quarter of 2025. We then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax, non-cash impairment charges of $27.8 million during the third quarter of 2025. During the fourth quarter of 2025, the value of inventories included in assets held for sale decreased by $5.2 million and we recorded additional pre-tax, non-cash impairment charges of $0.7 million related to inventories included in assets held for sale.
Operating Income (Loss). As a result of the foregoing, operating income increased $274.4 million to an operating income of $97.1 million for fiscal 2025 from an operating loss of $177.3 million for fiscal 2024. For fiscal 2025, operating income expressed as a percentage of net sales was 5.3% and for fiscal 2024, operating loss expressed as a percentage of net sales was 9.2%.
Net Interest Expense. Net interest expense decreased $7.8 million, or 5.0%, to $149.6 million for fiscal 2025 from $157.4 million for fiscal 2024. The decrease was primarily attributable to a reduction in average long-term debt outstanding and lower average interest rates on our variable rate borrowings during fiscal 2025 compared to fiscal 2024, and a net gain on extinguishment of debt of $2.3 million during fiscal 2025 compared to a loss on extinguishment of debt of $2.1 million during fiscal 2024.
Other Income. Other income for fiscal 2025 and fiscal 2024 reflects the expected return on pension plan assets and the amortization of unrecognized gain less the interest cost on the projected benefit obligation of $4.8 million and $4.2 million, respectively.
Income Tax Benefit. Income tax benefit decreased $74.8 million to $4.5 million for fiscal 2025 from $79.3 million for fiscal 2024, and our effective tax rate decreased from 24.0% to 9.4%. The decreases in income tax benefit and effective tax rate were primarily due to a change in valuation allowance related to the realizability of our deferred tax asset associated with the carryforward of interest deduction in the U.S. along with non-deductible share-based compensation. See “One Big Beautiful Bill Act” above for a discussion of the impact of the tax legislation on income tax benefit.
Fiscal 2024 Compared to Fiscal 2023
For a discussion of fiscal 2024 compared to fiscal 2023, including business segment operating results for fiscal 2024 compared to fiscal 2023, please refer to our 2024 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 25, 2025.
Business Segment Operating Results
We operate in four reportable business segments: Specialty, Meals, Frozen & Vegetables, and Spices & Flavor Solutions. See Note 16, “Business Segment Information,” to our consolidated financial statements in Part II, Item 8 of this report for a description of our business segments and for a reconciliation of segment adjusted EBITDA to net loss.
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Specialty Segment Results. Specialty segment results were as follows (dollars in thousands):
Fiscal Year Ended
January 3,
December 28,
$ Change
% Change
Specialty segment net sales
Specialty segment adjusted expenses
Specialty segment adjusted EBITDA
The decrease in Specialty segment net sales was primarily due to decreased volumes across the Specialty business unit in the aggregate, a decrease in net pricing and the impact of product mix, the Don Pepino divestiture (which negatively impacted net sales versus the prior year period by $9.4 million), and the modest negative impact of foreign currency.
The decrease in Specialty segment adjusted EBITDA was primarily due to the decrease in net sales and the impact of tariffs, offset in part by a decrease in raw material costs as a percentage of net sales.
Meals Segment Results . Meals segment results were as follows (dollars in thousands):
Fiscal Year Ended
January 3,
December 28,
$ Change
% Change
Meals segment net sales
Meals segment adjusted expenses
Meals segment adjusted EBITDA
The decrease in Meals segment net sales was primarily due to a decrease in volumes across the Meals business unit in the aggregate, partially offset by an increase in net pricing and the impact of product mix.
The increase in Meals segment adjusted EBITDA was primarily due to the increase in net pricing and improved product mix and cost reductions in certain inputs, as well as from increased plant volumes as pertaining to in-sourcing the manufacturing of certain additional products previously outsourced, offset in part by lower net sales volumes.
Frozen & Vegetables Segment Results. Frozen & Vegetables segment results were as follows (dollars in thousands):
Fiscal Year Ended
January 3,
December 28,
$ Change
% Change
Frozen & Vegetables segment net sales
Frozen & Vegetables segment adjusted expenses
Frozen & Vegetables segment adjusted EBITDA
The decrease in Frozen & Vegetables segment net sales was primarily due to the Le Sueur U.S. divestiture (which negatively impacted net sales versus the prior year period by $19.6 million), a decrease in volumes, a decrease in net pricing and the impact of product mix, and the negative impact of foreign currency.
The decrease in Frozen & Vegetables segment adjusted EBITDA was primarily due to a decrease in net sales, increased trade promotions, an increase in raw material and manufacturing costs (including the impact of tariffs), the Le Sueur U.S. divestiture, and the negative impact of foreign currency on products manufactured at our manufacturing facility in Mexico.
Spices & Flavor Solutions Segment Results . Spices & Flavor Solutions segment results were as follows (dollars in thousands):
Fiscal Year Ended
January 3,
December 28,
$ Change
% Change
Spices & Flavor Solutions segment net sales
Spices & Flavor Solutions segment adjusted expenses
Spices & Flavor Solutions segment adjusted EBITDA
The increase in Spices & Flavor Solutions segment net sales was primarily due to an increase in net pricing and the impact of product mix, partially offset by a decline in volumes across the Spices & Flavor Solutions business unit in the aggregate.
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The decrease in Spices & Flavor Solutions segment adjusted EBITDA was primarily due to the impact of tariffs, the impact of product mix, increases in raw material costs (particularly for garlic and black pepper), and the impact of unfavorable manufacturing facility absorption.
Unallocated Corporate Items. Unallocated corporate expenses decreased $2.4 million, or 2.6% in fiscal 2025 to $93.7 million from $96.1 million for fiscal 2024.
Net Sales by Brand
The following table sets forth net sales for each of our brands whose net sales for fiscal 2025 or fiscal 2024 equaled or exceeded 3% of our total net sales for those periods, and for all other brands in the aggregate (in thousands):
Fiscal Weeks Ended
January 3,
December 28,
Brand (1) :
Green Giant (2)
Crisco
Ortega
Clabber Girl (3)
Maple Grove Farms of Vermont
Cream of Wheat
Dash
All other brands
Total
Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice net sales attributable to the brand.
Also includes net sales for the Le Sueur brand.
Includes net sales for multiple brands acquired as part of the Clabber Girl acquisition that we completed on May 15, 2019, including, among others, 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.
Liquidity and Capital Resources
Our primary liquidity requirements include debt service, capital expenditures and working capital needs. See also, “Dividend Policy” below. We fund our liquidity requirements, as well as our dividend payments and financing for acquisitions, primarily through cash generated from operations and external sources of financing, including our revolving credit facility. We do not have any off-balance sheet financing arrangements.
Cash Flows
Net Cash Provided by Operating Activities . Net cash provided by operating activities decreased $29.5 million to $101.4 million for fiscal 2025 from $130.9 million for fiscal 2024. The decrease was largely due to a reduction in net sales in fiscal 2025 as compared to fiscal 2024, and unfavorable working capital comparisons in fiscal 2025 compared to fiscal 2024, primarily related to inventories, prepaid expenses and other current assets, accrued expenses and lease liabilities, partially offset by favorable working capital comparisons related to trade accounts receivable. Net cash provided by operating activities for fiscal 2025 was also negatively impacted by an $11.5 million purchase price deposit paid in connection with the pending College Inn and Kitchen Basics acquisition.
The unfavorable working capital comparison was due in large part to the Le Sueur U.S. divestiture and the timing of our inventory purchases during pack season prior to the closing date of the divestiture, which had a negative impact on our net cash provided by operating activities during fiscal 2025, but increased the purchase price we received for the Le Sueur U.S. divestiture by a similar amount, which purchase price had a positive impact of approximately $59.1 million on our cash provided by investing activities during fiscal 2025.
Net Cash Provided by (Used in) Investing Activities . For fiscal 2025, net cash provided by investing activities was $39.3 million, primarily reflecting $69.7 million of proceeds we received from the Le Sueur U.S. and Don Pepino
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divestitures, partially offset by $30.6 million of capital expenditures. For fiscal 2024, net cash used in investing activities was $27.7 million, primarily reflecting $27.3 million of capital expenditures.
Net Cash Used in Financing Activities . Net cash used in financing activities increased $42.8 million to $135.8 million for fiscal 2025 from $93.0 million for fiscal 2024.
For fiscal 2025, net cash used in financing activities primarily reflects dividend payments of $60.6 million, redemptions and repurchases of 5.25% senior notes due 2027 of $37.8 million, a net decrease in revolving loan borrowings of $30.0 million, and prepayments of term loan borrowings of $5.6 million.
For fiscal 2024, net cash used in financing activities primarily reflects redemptions and repurchases of 5.25% senior notes due 2025 of $266.1 million, net prepayments of term loan borrowings of $78.6 million, dividend payments of $60.0 million and debt refinancing costs of $12.6 million, partially offset by gross proceeds from the issuance of an additional $250.0 million principal amount of 8.00% senior secured notes due 2028 and a net increase in revolving loan borrowings of $75.0 million.
Cash Income Tax Payments, Net of Refunds. We made cash income tax payments, net of refunds, of approximately $5.8 million and $21.2 million during fiscal 2025 and fiscal 2024, 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 2026 through 2038. We also take material annual deductions for net interest expense due to our substantial indebtedness. However, the U.S. Tax Cuts and Jobs Act enacted in 2017 limits the deduction for net interest expense incurred by a corporate taxpayer to 30% of the taxpayer’s adjusted taxable income. We have been subject to the interest expense deduction limitation for the past three fiscal years and, even though the One Big Beautiful Bill Act (OBBBA), enacted on July 4, 2025 restores the earnings before interest, taxes, depreciation and amortization (EBITDA) calculation for purposes of determining interest expense deduction limitations, we were subject to the interest expense deduction limitation in fiscal 2025 and we expect to continue to be subject to the interest expense deduction limitation in fiscal 2026 and future years. During fiscal 2025, we increased our valuation allowance by $4.6 million. See “One Big Beautiful Bill Act” above for a discussion of the impact and expected impact of the OBBBA on our cash income tax payments, net of refunds, including the impact the OBBBA had in fiscal 2025 and is expected to have in fiscal 2026 and beyond on our interest expense deductions and our cash taxes.
In addition, if there is a change in U.S. federal tax policy or, in the case of the interest deduction, a change in our net interest expense relative to our adjusted taxable income that eliminates, limits or reduces our ability to amortize and deduct goodwill and certain intangible assets or the interest deduction we receive on our substantial indebtedness, or otherwise that reduces any of these available deductions or results in an increase in our corporate tax rate, our cash taxes payable may increase further, which could significantly reduce our future liquidity and impact our ability to make interest and dividend payments and have a material adverse effect on our business, consolidated financial condition, results of operations and liquidity.
Dividend Policy
For a discussion of our dividend policy, see the information set forth under the heading “Dividend Policy” in Part II, Item 5 of this report.
Acquisitions
Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions. As discussed elsewhere in this report, as part of our growth strategy we plan to expand our brand portfolio with disciplined acquisitions of complementary brands. We have historically financed acquisitions by incurring additional indebtedness, issuing equity and/or using cash flows from operating activities. Our interest expense has over time increased as a result of additional indebtedness we have incurred in connection with acquisitions and will increase with any additional indebtedness we may incur to finance future acquisitions. Although we may subsequently issue equity and use the proceeds to repay all or a portion of the additional indebtedness incurred to finance an acquisition and reduce our interest expense, the additional shares of common stock would increase the amount of cash flows from operating activities necessary to fund dividend payments.
We intend to finance the pending College Inn and Kitchen Basics acquisition with proceeds from divestitures, cash on hand and revolving loans under our existing credit facility. The impact of future acquisitions, whether financed with additional indebtedness or otherwise, may have a material impact on our liquidity and capital resources.
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Debt
See Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report for a description of our senior secured credit agreement, including our revolving credit facility and tranche B term loans, our 5.25% senior notes due 2027 and our 8.00% senior secured notes due 2028.
Equity
See Note 11, “Capital Stock,” to our consolidated financial statements in Part II, Item 8 of this report.
Future Capital Needs
We are highly leveraged. On January 3, 2026, the aggregate principal amount of our long-term debt (including current portion) of $1,968.0 million, net of our cash and cash equivalents of $56.3 million, was $1,911.7 million. Stockholders’ equity as of that date was $452.9 million.
Our ability to generate sufficient cash to fund our operations depends generally on our results of operations and the availability of financing. Our management believes that our cash and cash equivalents on hand, cash flow from operating activities and available borrowing capacity under our revolving credit facility will be sufficient for the foreseeable future to fund operations, meet debt service requirements, fund capital expenditures, make future acquisitions, if any, and pay our anticipated quarterly dividends on our common stock.
We expect to make capital expenditures of approximately $35.0 million to $40.0 million in the aggregate during fiscal 2026. Our projected capital expenditures for fiscal 2026 primarily relate to asset sustainability projects, cost savings initiatives, information technology (hardware and software), including cybersecurity, and environmental compliance.
Seasonality
Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons or certain other annual events. In general our sales are higher during the first and fourth quarters.
We purchase most of the produce used to make our frozen and shelf-stable vegetables, shelf-stable pickles, relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we generally purchase the majority of our maple syrup requirements during the months of April through August. Consequently, our liquidity needs are greatest during these periods.
Inflation
See “—General— Fluctuations in Commodity Prices and Production and Distribution Costs ” above.
Contingencies
See Note 14, “Commitments and Contingencies,” to our consolidated financial statements in Part II, Item 8 of this report.
Recent Accounting Pronouncements
See Note 2(s), “Summary of Significant Accounting Policies — Recently Issued Accounting Standards – Pending Adoption ,” to our consolidated financial statements in Part II, Item 8 of this report.
Supplemental Financial Information about B&G Foods and Guarantor Subsidiaries
As further discussed in Note 7, “Long-Term Debt,” to our consolidated financial statements in Part II, Item 8 of this report, our obligations under the 5.25% senior notes due 2027, and the 8.00% senior secured notes due 2028 are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries, which we refer to in this section as the guarantor subsidiaries. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 5.25% senior notes due 2027, or the 8.00% senior secured notes due 2028. In this section, we refer to these foreign subsidiaries and future foreign or partially owned domestic subsidiaries as the non-guarantor subsidiaries. See Note 7, “Long-Term Debt” to our consolidated financial statements in Part II, Item 8 of this report.
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The 5.25% senior notes due 2027 and the related subsidiary guarantees are our and the guarantor subsidiaries’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantor subsidiaries’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantor subsidiaries’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantor subsidiaries’ future subordinated debt.
The 8.00% senior secured notes due 2028 are our senior secured obligations. The 8.00% senior secured notes due 2028 have the same guarantors as our credit agreement. The 8.00% senior secured notes due 2028 and the related guarantees are secured by, subject to permitted liens, first-priority security interests in certain collateral (which generally includes most of our and our guarantors’ right or interest in or to property of any kind, except for our and our guarantors’ real property and certain intangible assets), which assets also secure (and will continue to secure) our credit agreement on a pari passu basis. Pursuant to the terms of the applicable indenture, the related collateral agreement and an intercreditor agreement, the 8.00% senior secured notes due 2028 and the guarantees rank (1) pari passu (equally and ratably) in right of payment to all of our and the guarantors’ existing and future senior debt, including existing and future senior debt under our existing or any future senior secured credit agreement (including the term loan borrowings under our existing senior secured credit facility, any obligations under our existing revolving credit facility and all other borrowings and obligations under our credit agreement), (2) effectively senior in right of payment to our and such guarantors’ existing and future senior unsecured debt, including our 5.25% senior notes due 2027 to the extent of the value of the collateral, (3) effectively junior to our and the guarantors’ future secured debt, secured by assets that do not constitute collateral, to the extent of the value of the collateral securing such debt, (4) senior in right of payment to our and such guarantors’ other existing and future subordinated debt and (5) structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 8.00% senior secured notes due 2028.
Each guarantee contains a provision intended to limit the guarantor subsidiary’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. However, we cannot assure you that this provision will be effective to protect the subsidiary guarantees from being voided under fraudulent transfer laws.
A guarantor subsidiary’s guarantee will be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that guarantor subsidiary (including by way of merger or consolidation) to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a “restricted subsidiary” of B&G Foods under the applicable indenture, if the sale or other disposition complies with the asset sale provisions of the applicable indenture; (2) in connection with any sale or other disposition of all of the capital stock of that guarantor subsidiary to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a “restricted subsidiary” of B&G Foods, if the sale or other disposition complies with the asset sale provisions of the applicable indenture; (3) if B&G Foods designates any “restricted subsidiary” that is a guarantor subsidiary to be an “unrestricted subsidiary” in accordance with the applicable provisions of the indenture; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture; (5) if such guarantor subsidiary no longer constitutes a domestic subsidiary; or (6) if it is determined in good faith by B&G Foods that a liquidation, dissolution or merger out of existence of such guarantor subsidiary is in the interests of B&G Foods and is not materially to the holders of the senior notes or the senior secured notes, as applicable.
The following tables present summarized unaudited financial information on a combined basis for B&G Foods and each of the guarantor subsidiaries described above after elimination of (1) intercompany transactions and balances among B&G Foods and the guarantor subsidiaries and (2) investments in any subsidiary that is a non-guarantor (in thousands):
January 3,
December 28,
Current assets (1)
Non-current assets
Current liabilities (2)
Non-current liabilities
Current assets includes amounts due from non-guarantor subsidiaries of $50.4 million and $50.2 million as of January 3, 2026 and December 28, 2024, respectively.
Current liabilities includes amounts due to non-guarantor subsidiaries of $26.8 million and $13.0 million as of January 3, 2026 and December 28, 2024, respectively.
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Fiscal 2025
Fiscal 2024
Net sales
Gross profit
Operating income (loss)
Loss before income taxes
Net loss
