BGS B&g Foods, Inc. - 8-K/A

EX-99.3
5
tm2616326d1_ex99-3.htm
EX. 99.3 - UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Exhibit 99.3

B&G Foods, Inc.
and Subsidiaries

Unaudited Pro Forma Combined Financial Statements

On March 19, 2026, pursuant to an agreement
entered into on January 15, 2026, B&G Foods, Inc. and its subsidiaries completed the acquisition of the broth and
stock business of Del Monte Foods Holdings Limited and certain of its affiliates, including the College Inn and Kitchen Basics
brands for approximately $109.7 million in cash We refer to this acquisition as the College Inn and Kitchen Basics acquisition
and the broth and stock business as the College Inn and Kitchen Basics business.

Because B&G Foods’ April 4, 2026
historical balance sheet included in our Quarterly Report on Form 10-Q for our quarter ended April 4, 2026 filed on May 13,
2026 already reflects the College Inn and Kitchen Basics acquisition, a pro forma balance sheet is not required to be included
in this amendment.

The unaudited pro forma combined statements of
operations for the first quarter ended April 4, 2026 and the fiscal year ended January 3, 2026 combines our historical consolidated
statements of operations for the periods then ended with the statements of net revenues and direct expenses of the College Inn
and Kitchen Basics business for its quarter ended January 25, 2026 and its four quarter period ended January 25, 2026,
respectively, and gives effect to the College Inn and Kitchen Basics acquisition and related borrowings as if such transactions
occurred on December 29, 2024. Del Monte Foods has an April fiscal year end. These periods were presented to comply with Item
9.01(b) reporting rules when an acquired business has a different fiscal year than the acquiring company. Due to the timing
of the acquisition and differences in fiscal year-ends, results of the College Inn and Kitchen Basics business for the
quarter ended January 25, 2026 are included in both the annual and interim pro forma periods.

The College Inn and Kitchen Basics
acquisition has been accounted for by the acquisition method of accounting. The pro forma combined financial information sets forth the
preliminary allocation of the purchase price for the College Inn and Kitchen Basics acquisition based upon the estimated
fair value of the assets acquired at the date of acquisition using available information. The preliminary purchase price allocation may
be adjusted as a result of the finalization of our purchase price allocation procedures.

As previously disclosed, on May 23, 2025,
we completed the sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree
and whole peeled tomatoes for a purchase price of $10.6 million, which we refer to as the “ Don Pepino divestiture.”
On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf stable vegetable brand for a purchase price of $59.1
million, which we refer to as the “ Le Sueur U.S. divestiture.” On March 2, 2026, we completed the sale of our
Green Giant U.S. frozen business for a purchase price of approximately $61.5 million, which we refer to as the “ Green
Giant U.S. frozen divestiture.” Also on March 2, 2026, and as a condition to the closing of the Green Giant U.S.
frozen divestiture we entered into a co-manufacturing agreement with the acquirer of the Green Giant U.S. frozen business.
Pursuant to the co-manufacturing agreement we continue to manufacture for the acquirer of the Green Giant U.S. frozen business,
at a manufacturing facility that was not transferred to the acquirer, the Green Giant frozen vegetable products produced
at that manufacturing facility for sale by the acquirer in the United States.

The pro forma financial information included in
this Exhibit 99.3, also gives effect to pro forma adjustments for the Don Pepino divestiture, the Le Sueur U.S. divestiture,
the Green Giant U.S. frozen divestiture and the commencement of the Green Giant U.S. frozen co-manufacturing business,
each of which was individually insignificant, because management believes that inclusion of such divestitures and the commencement of
the frozen co-manufacturing business, provides investors with more meaningful information.

The unaudited pro forma combined financial information
set forth below reflects pro forma adjustments that are based upon available information and certain assumptions that we believe are
reasonable. The unaudited pro forma combined financial information does not purport to represent our results of operations or financial
position that would have resulted had the College Inn and Kitchen Basics acquisition and related borrowings or the Don
Pepino divestiture, the Le Sueur U.S. divestiture, the Green Giant U.S. frozen divestiture and the commencement
of the Green Giant U.S. frozen co-manufacturing business to which pro forma effect is given been consummated as of the dates indicated.
Additionally, the unaudited pro forma combined statements of operations should not be considered indicative of expected future results.
Furthermore, no effect has been given in the unaudited pro forma combined statements of operations for synergistic benefits that may
be realized through the combination of B&G Foods and the College Inn and Kitchen Basics business or the costs that
will be incurred in integrating the operations of the College Inn and Kitchen Basics business.

The unaudited pro forma combined financial statements
and accompanying notes should be read in conjunction with the historical financial statements and the notes thereto for B&G Foods
that are included in our Annual Report on Form 10-K for the Year Ended January 3, 2026, filed with the Securities and Exchange
Commission (SEC) on March 3, 2026, our Quarterly Report on Form 10-Q for the period ended April 4, 2026 filed with the
SEC on May 13, 2026, and the historical financial statements of the College Inn and Kitchen Basics business that are
filed as Exhibits 99.1 and 99.2 to our Current Report on Form 8-K/A filed on June 1, 2026.

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B&G Foods, Inc. and Subsidiaries

Unaudited Pro Forma Combined Statement of Operations

Year Ended January 3, 2026

(In thousands, except per share data)

Historical

B&G

Foods (1)

College

Inn and

Kitchen

Basics (2)

College

Inn and

Kitchen

Basics

Reclassification

Adjustments (3)

College

Inn and

Kitchen

Basics

Pro

Forma

Adjustments

Don

Pepino,

Le Sueur U.S.

and Green

Giant U.S.

Frozen

Divestiture

Adjustments (4)

Green

Giant

U.S.

Frozen

Co-

Manufacturing

Adjustments (5)

Pro
Forma

Combined

Net
sales

$

1,828,687

$

116,033

$

-

-

$

(256,962

)

$

110,111

$

1,797,869

Cost
of goods sold

1,429,870

84,961

1,841

-

(251,976

)

104,301

1,368,997

Gross
profit

398,817

31,072

(1,841

)

-

(4,986

)

5,810

428,872

Operating
expenses:

Sales,
general and administrative

194,947

13,125

(1,841

)

-

(33,508

)

-

172,723

Amortization
expense

20,292

-

-

780

(7)

(1,435

)

-

19,637

(Gain)
loss on sales of asset

(2,867

)

-

-

-

2,867

-

-

Impairment
of assets held for sale

28,500

-

-

-

-

-

28,500

Impairment
of intangible assets

60,798

25,980

-

(25,980

)

(34,798

)

-

26,000

Operating
income (loss)

97,147

(8,033

)

-

25,200

61,888

5,810

182,012

Other
expenses (income):

Interest
expense, net

149,631

-

-

5,680

(8)

(5,179

) (9)

-

150,132

Other
income

(4,750

)

-

-

-

-

-

(4,750

)

(Loss)
income before income tax (benefit) expense

(47,734

)

(8,033

)

-

19,520

67,067

5,810

36,630

Income
tax (benefit)expense

(4,477

)

-

-

2,872

(10)

16,767

1,453

16,615

Net
(loss) income

$

(43,257

)

$

(8,033

)

$

-

$

16,648

$

50,300

$

4,357

$

20,015

Weighted
average common shares outstanding:

Basic

79,755

-

-

-

-

79,755

Diluted

79,755

-

-

-

-

80,428

Earnings
per share:

Basic

$

(0.54

)

N/A

N/A

N/A

N/A

N/A

$

0.25

Diluted

$

(0.54

)

N/A

N/A

N/A

N/A

N/A

$

0.25

Cash
dividends declared per share

$

0.76

N/A

N/A

N/A

N/A

N/A

$

0.76

See accompanying notes to unaudited pro forma
combined financial statements.

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B&G Foods, Inc. and Subsidiaries

Unaudited Pro Forma Combined Statement of Operations

Quarter Ended April 4, 2026

(In thousands, except per share data)

Historical

B&G

Foods (1)

College

Inn and

Kitchen

Basics (2)

College

Inn and

Kitchen

Basics

Reclassification

Adjustments (3)

College

Inn and

Kitchen

Basics

Pro

Forma

Adjustments

Green

Giant U.S.

Frozen

Divestiture

Adjustments (4)

Green

Giant

U.S.

Frozen

Co-

Manufacturing

Adjustments (5)

Pro
Forma

Combined

Net
sales

$

408,936

$

37,820

$

-

$

(3,871

) (6)

$

(32,392

)

$

14,378

$

424,871

Cost
of goods sold

329,047

27,620

583

(3,173

) (6)

(29,295

)

13,620

338,402

Gross
profit

79,889

10,200

(583

)

(698

)

(3,097

)

758

86,469

Operating
expenses:

Sales,
general and administrative

50,190

4,232

(583

)

(640

)

(3,648

)

-

49,551

Amortization
expense

4,376

-

-

165

(7)

-

-

4,541

Loss
(gain) on sales of assets

36,282

-

-

-

(36,282

)

-

-

Impairment
of intangible assets

-

710

-

(710

)

-

-

-

Operating
income (loss)

(10,959

)

5,258

-

487

36,833

758

32,377

Other
expenses (income):

Interest
expense, net

35,822

-

-

1,202

(8)

(507

) (9)

-

36,517

Other
income

(1,506

)

-

-

-

-

-

(1,506

)

(Loss)
income before income tax (benefit) expense

$

(45,275

)

$

5,258

-

(715

)

37,340

758

(2,634

)

Income
tax (benefit) expense

(12,731

)

-

-

$

1,136

(10)

9,335

190

(2,070

)

Net
(loss) income

$

(32,544

)

$

5,258

$

-

$

(1,851

)

$

28,005

$

568

$

(564

)

Weighted
average common shares outstanding:

Basic

80,203

-

-

-

-

80,203

Diluted

80,203

-

-

-

-

80,203

Earnings
per share:

Basic

$

(0.41

)

N/A

N/A

N/A

N/A

N/A

$

(0.01

)

Diluted

$

(0.41

)

N/A

N/A

N/A

N/A

N/A

$

(0.01

)

Cash
dividends declared per share

$

0.19

N/A

N/A

N/A

N/A

N/A

$

0.19

See accompanying notes to unaudited pro forma
combined financial statements.

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B&G Foods, Inc.
and Subsidiaries

Notes to Unaudited Pro Forma Combined Financial Statements

Year Ended January 3, 2026 and Quarter
Ended April 4, 2026

(1)

Represents our consolidated results of operations for our fiscal year
ended January 3, 2026 and quarter ended April 4, 2026. Because the College Inn and
Kitchen Basics acquisition occurred on March 19, 2026, there are approximately
two weeks of results for those brands included in our results of operations for the first
quarter of 2026. On an actual basis, the College Inn and Kitchen Basics acquisition
contributed $2.9 million of our aggregate $408.9 million of consolidated net sales, and $0.4
million of pre-tax income of our aggregate $45.3 million pre-tax loss, for the first quarter
of 2026.

(2)

Represents the historical statements of net revenues and direct expenses
for the College Inn and Kitchen Basics business for its four quarters ended
January 25, 2026 and its quarter ended January 25, 2026. The historical statements
of net revenues and direct expenses for the College Inn and Kitchen Basics
business for these periods were derived from the historical statements of net revenues and
direct expenses for the College Inn and Kitchen Basics business for its fiscal
year ended April 27, 2025 and its three quarters ended January 25, 2026.

(3)

Based on our review of the accounting policies and financial statement
presentation for the historical financial statements for the College Inn and Kitchen
Basics business, certain balances from the historical financial statements for the
College Inn and Kitchen Basics business have been reclassified to conform
its presentation to that of B&G Foods.

(4)

For the quarter ended April 4, 2026 does not include adjustments
for the Don Pepino or Le Sueur U.S. businesses since results for those
businesses were not included in our financial statements for that quarter.

(5)

Based on the historical results of operations relating to those products of the Green Giant U.S. frozen business that
would have been subject to the Green Giant U.S. frozen co-manufacturing agreement had the Green Giant U.S. frozen
divestiture and the commencement of the Green Giant U.S. frozen co-manufacturing agreement commenced as of the first day of
the applicable period presented, in each case adjusted to reflect the impact that the contractual terms of the Green Giant U.S.
frozen co-manufacturing agreement, including the impact that the tolling fees, management fees and pass-through freight costs
allocated based on destination, would have had on our results of operations.

(6)

Represents an adjustment to remove approximately two weeks of operating
results from the historical College Inn and Kitchen Basics business quarterly financial results because two weeks of
operating results for the College Inn and Kitchen Basics business are already
included in the historical results for B&G Foods for the quarter ended April 4,
2026.

(7)

The total purchase price for the College Inn and Kitchen Basics
acquisition was approximately $109.7 million. The following table sets forth the preliminary
allocation of the College Inn and Kitchen Basics purchase price to the estimated
fair value of the net assets acquired as of March 19, 2026, based upon currently available
information. Inventory has been recorded at estimated selling price less costs of disposal
and a reasonable profit. A third party valuation specialist assisted us with our determination
of the valuation for the intangible assets acquired (including trademarks and customer relationship
intangibles). The preliminary purchase price allocation will be adjusted as a result of the
finalization of our purchase price allocation procedures. We anticipate completing the purchase
price allocation during fiscal 2026.

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(Dollars in thousands)

Trademarks - indefinite life intangible assets

72,300

Inventories

15,792

Customer relationships - finite-lived intangible assets

15,600

Goodwill

5,782

Other assets

181

Total preliminary purchase price (paid in cash)

$

109,655

The excess of the purchase price over the fair value of
identifiable tangible and intangible assets acquired represents goodwill. Trademarks are deemed to have an indefinite useful life and
are not amortized.

Represents an adjustment for acquired intangible asset amortization
expense of $780 thousand and $165 thousand for the year ended January 3, 2026 and quarter ended April 4, 2026, respectively,
with an amortization of 20 years.

(8)

Adjustment to reflect our incurrence of an incremental $109.7 million
of borrowings (dollars in thousands):

Year Ended

January 3, 2026

Quarter Ended

April 4, 2026

Interest expense relating to:

Revolving credit loans due 2028 ($109,655 at 5.68%)

$

6,228

$

1,318

Unused revolver fees savings

$

(548

)

$

(116

)

Adjustment to interest expense

$

5,680

$

1,202

Interest under the revolving credit facility, including
any outstanding letters of credit, is determined based on alternative rates that we may choose in accordance with the credit agreement,
including a base rate per annum plus an applicable margin ranging from 0.50 to 1.00%, and SOFR plus an applicable margin ranging from
1.50% to 2.00%, in each case depending on our consolidated leverage ratio. At April 4, 2026, the revolving credit facility
weighted average interest rate was approximately 5.68%.

If the interest rates were to increase or decrease by 0.125%
from the rates assumed in the table above, pro forma interest expense would change by approximately $0.1 million for the fiscal year
ended January 3, 2026 and less than $0.1 million for the quarter ended April 4, 2026.

(9)

Adjustments to reflect the repayment of $131.2 million and $61.5 million
of borrowings, respectively, for the year ended January 3, 2026 and the quarter ended
April 4, 2026, with the proceeds from the divestitures (dollars in thousands):

Year Ended

January 3, 2026

Interest expense relating to:

Revolving credit loans due 2028 ($131,224 at 5.68%)

$

(5,679

)

Incremental unused revolver fees

$

500

Adjustment to interest expense

$

(5,179

)

- 6 -

Quarter Ended

April 4, 2026

Interest expense relating to:

Revolving credit loans due 2028 ($61,468 at 5.68%)

$

(556

)

Incremental unused revolver fees

$

49

Adjustment to interest expense

$

(507

)

(10)

Adjustment to reflect income tax expense on the results of operations
of the College Inn and Kitchen Basics business and the pro forma adjustments
for the year ended January 3, 2026 and quarter ended April 4, 2026 using estimated
statutory income tax rates of 25.0% (federal and state) for both periods. Income tax expense
was not allocated to the College Inn and Kitchen Basics business in the pre-acquisition
statements of net revenues and direct expenses.

- 7 -