BGS B and G Foods Inc

As filed with the Securities and Exchange Commission on August 6, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of report (Date of earliest event reported): August 6, 2024

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B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

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

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

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02. Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

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On August 6, 2024, B&G Foods, Inc. issued a press release announcing its financial results for the quarter ended June 29, 2024. The information contained in the press release, which is attached to this report as Exhibit 99.1, is incorporated by reference herein and is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”

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Item 9.01. Financial Statements and Exhibits.

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(d)             Exhibits.

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99.1    Press Release dated August 6, 2024, furnished pursuant to Item 2.02 and Item 7.01

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104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

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B&G Foods Reports Financial Results for Second Quarter 2024

Parsippany, N.J., August 6, 2024—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2024. Financial results for the second quarter and first two quarters of 2024 reflect the impact of the Green Giant U.S. shelf-stable divestiture during the fourth quarter of 2023.

Summary

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Guidance for Full Year Fiscal 2024

Commenting on the results, Casey Keller, President and Chief Executive Officer of B&G Foods, stated, “B&G Foods remains committed to execute against our long-term strategy to improve organic growth and focus the portfolio, despite short-term weakness in consumer packaged food demand. Second quarter results were largely in line with expectations, showing gradual, sequential improvement in base business net sales from the first quarter. Net sales on the highest margin Spices & Flavor Solutions business increased by 4.9% versus last year. As previously announced, we recently refinanced a large portion of our long-term debt, pushing out maturity dates several years into the future to reduce balance sheet risk. We also continue to review and work possible divestitures to reduce debt, increase focus on our core businesses, and position B&G Foods for long-term organic and acquisition growth.”

Financial Results for the Second Quarter of 2024

Net sales for the second quarter of 2024 decreased $25.0 million, or 5.3%, to $444.6 million from $469.6 million for the second quarter of 2023. The decrease was primarily attributable to the Green Giant U.S. shelf-stable divestiture, a decrease in unit volume, a decrease in net pricing and the impact of product mix. Net sales of the Green Giant U.S. shelf-stable product line, which the Company divested on November 8, 2023, were $13.7 million in the second quarter of 2023.

Base business net sales for the second quarter of 2024 decreased $11.3 million, or 2.5%, to $444.6 million from $455.9 million for the second quarter of 2023. The decrease in base business net sales was driven by a decrease in unit volume of $9.3 million, or 2.0% of base business net sales, a decrease in net pricing and the impact of product mix of $1.8 million, or 0.4%, and the negative impact of foreign currency of $0.2 million.

Gross profit was $92.0 million for the second quarter of 2024, or 20.7% of net sales. Adjusted gross profit⁽¹⁾, which excludes the negative impact of $1.2 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during the second quarter of 2024, was $93.2 million, or 21.0% of net sales. Gross profit was $102.3 million for the second quarter of 2023, or 21.8% of net sales. Adjusted gross profit, which excludes the negative impact of $0.4 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during the second quarter of 2023, was $102.7 million, or 21.9% of net sales.

Selling, general and administrative expenses decreased $4.8 million, or 9.9%, to $43.1 million for the second quarter of 2024 from $47.9 million for the second quarter of 2023. The decrease was composed of decreases in consumer marketing expenses of $3.4 million, selling expenses of $1.9 million, and warehousing expenses of $0.1 million, partially offset by an increase in general and administrative expenses of $0.6 million. Expressed as a percentage of net sales, selling, general and administrative expenses improved by 0.5 percentage points to 9.7% for the second quarter of 2024, as compared to 10.2% for the second quarter of 2023.

Net interest expense increased $2.0 million, or 5.6%, to $37.8 million for the second quarter of 2024 from $35.8 million for the second quarter of 2023. The increase was primarily attributable to higher interest rates on the Company’s long-term debt during the second quarter of 2024 compared to the second quarter of 2023, as well as the accelerated amortization of deferred debt financing costs of $0.5 million resulting from the Company’s 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, partially offset by a reduction in average long-term debt outstanding during the second quarter of 2024 compared to the second quarter of 2023 and the accelerated amortization of deferred debt financing costs relating to long-term debt prepayments during the second quarter of 2023.

The Company’s net income was $3.9 million, or $0.05 per diluted share, for the second quarter of 2024, compared to net income of $10.6 million, or $0.15 per diluted share, for the second quarter of 2023. The decrease in net income and diluted earnings per share were primarily attributable to the reduction of base business net sales in the second quarter of 2024, the impact of the Green Giant U.S. shelf-stable divestiture and the negative impact on income tax expense of $1.0 million, or $0.01 per share, resulting from return to provision adjustments in the U.S. and Mexico. The Company’s adjusted net income for the second quarter of 2024 was $6.6 million, or $0.08 per adjusted diluted share, compared to adjusted net income of $10.7 million, or $0.15 per adjusted diluted share, for the second quarter of 2023. The Company’s diluted earnings per share and adjusted diluted earnings per share for the second quarter of 2024 was negatively impacted by an increase to the weighted average shares outstanding in the second quarter of 2024 compared to the second quarter of 2023.

For the second quarter of 2024, adjusted EBITDA was $63.9 million, a decrease of $4.6 million, or 6.6%, compared to $68.5 million for the second quarter of 2023. The decrease in adjusted EBITDA was primarily attributable to the reduction of base business net sales in the second quarter of 2024 and the impact of the Green Giant U.S. shelf-stable divestiture. Adjusted EBITDA as a percentage of net sales was 14.4% for the second quarter of 2024, compared to 14.6% for the second quarter of 2023.

Financial Results for First Two Quarters of 2024

Net sales for the first two quarters of 2024 decreased $61.7 million, or 6.3%, to $919.8 million from $981.5 million for the first two quarters of 2023. The decrease was primarily attributable to the Green Giant U.S. shelf-stable divestiture, a decrease in unit volume, and a decrease in net pricing and the impact of product mix. Net sales of the Green Giant U.S. shelf-stable product line, which the Company divested on November 8, 2023, were $28.2 million in the first two quarters of 2023.

Base business net sales for the first two quarters of 2024 decreased $33.3 million, or 3.5%, to $919.9 million from $953.2 million for the first two quarters of 2023. The decrease in base business net sales was driven by a decrease in net pricing and the impact of product mix of $17.2 million, or 1.8% of base business net sales and a decrease in unit volume of $16.1 million, or 1.7%.

Gross profit was $200.9 million for the first two quarters of 2024, or 21.8% of net sales. Adjusted gross profit, which excludes the negative impact of $2.2 million of acquisition/divestiture-related expenses and non-recurring

expenses included in cost of goods sold during the first two quarters of 2024, was $203.1 million, or 22.1% of net sales. Gross profit was $216.5 million for the first two quarters of 2023, or 22.1% of net sales. Adjusted gross profit, which excludes the negative impact of $1.1 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during the first two quarters of 2023, was $217.6 million, or 22.2% of net sales.

Selling, general and administrative expenses decreased $2.9 million, or 3.0%, to $91.7 million for the first two quarters of 2024 from $94.6 million for the first two quarters of 2023. The decrease was composed of decreases in selling expenses of $3.0 million, consumer marketing expenses of $1.8 million, and warehousing expenses of $0.7 million, partially offset by increases in general and administrative expenses of $2.5 million and acquisition/divestiture-related and non-recurring expenses of $0.1 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.4 percentage points to 10.0% for the first two quarters of 2024, as compared to 9.6% for the first two quarters of 2023.

In connection with the Company’s transition from one reporting segment to four reporting segments during the first quarter of 2024, the Company reassigned assets and liabilities, including goodwill, between the reporting segments and completed a goodwill impairment test both prior to and subsequent to the change. The goodwill impairment test resulted in the Company recognizing pre-tax, non-cash goodwill impairment charges of $70.6 million within its Frozen & Vegetables reporting segment during the first quarter of 2024.

Net interest expense increased $0.4 million, or 0.5%, to $75.6 million for the first two quarters of 2024 from $75.2 million for the first two quarters of 2023. The increase was primarily attributable to higher interest rates on the Company’s long-term debt during the first two quarters of 2024 compared to the first two quarters of 2023, as well as the accelerated amortization of deferred debt financing costs of $0.5 million resulting from the Company’s 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, partially offset by a reduction in average long-term debt outstanding during the first two quarters of 2024 compared to the first two quarters of 2023 and the accelerated amortization of deferred debt financing costs relating to long-term debt prepayments during the first two quarters of 2023.

The Company had a net loss of $36.3 million, or $0.46 per diluted share, for the first two quarters of 2024, compared to net income of $14.0 million, or $0.19 per diluted share, for the first two quarters of 2023. The Company’s net loss for the first two quarters of 2024 was primarily attributable to pre-tax, non-cash impairment charges of $70.6 million for the impairment of goodwill within the Company’s Frozen & Vegetables reporting segment, the reduction of base business net sales in the first two quarters of 2024, the impact of the Green Giant U.S. shelf-stable divestiture and the negative impact on income tax expense of $1.0 million, or $0.01 per share, resulting from return to provision adjustments in the U.S. and Mexico. The Company’s adjusted net income for the first two quarters of 2024 was $21.0 million, or $0.27 per adjusted diluted share, compared to adjusted net income of $29.8 million, or $0.41 per adjusted diluted share, for the first two quarters of 2023. The Company’s adjusted diluted earnings per share for the first two quarters of 2024 was negatively impacted by an increase to the weighted average shares outstanding in the first two quarters of 2024 compared to the first two quarters of 2023.

For the first two quarters of 2024, adjusted EBITDA was $139.0 million, a decrease of $11.8 million, or 7.9%, compared to $150.8 million for the first two quarters of 2023. The decrease in adjusted EBITDA was primarily attributable to the reduction of base business net sales in the first two quarters of 2024 and the impact of the Green Giant U.S. shelf-stable divestiture. Adjusted EBITDA as a percentage of net sales was 15.1% for the first two quarters of 2024, compared to 15.4% for the first two quarters of 2023.

Tack-on Offering of Senior Secured Notes and Credit Agreement Refinancing

Tack-on Offering of 8.00% Senior Secured Notes Due 2028. On July 12, 2024, the Company completed its offering of an additional $250.0 million aggregate principal amount of 8.00% senior secured notes due 2028. The new senior secured notes were issued at a price of 100.5% of their face value plus accrued and unpaid interest from March 15, 2024 to, but excluding, the closing date. The new senior secured notes constitute an additional issuance of senior secured notes under the indenture, dated as of September 26, 2023, governing the

Company’s previously issued 8.00% senior secured notes due 2028. Following completion of the tack-on offering, as of August 6, 2024, approximately $799.3 million aggregate principal amount of 8.00% senior secured notes due 2028 are outstanding.

The Company used the net proceeds of the new senior secured notes offering to repay a portion of its tranche B term loans and revolving credit loans under its senior secured credit agreement and to pay related fees and expenses.

Credit Agreement Refinancing. Also on July 12, 2024, the Company completed the refinancing and amendment of its senior secured credit agreement. As part of the refinancing and together with a portion of the net proceeds of the tack-on offering, the Company reduced the aggregate principal amount of tranche B term loans outstanding from $507.3 million to $450.0 million by replacing $507.3 million of outstanding tranche B term loans with $450.0 million of new tranche B term loans. The Company also extended the maturity date for the tranche B term loans from October 10, 2026 to October 10, 2029.

As part of the refinancing, the Company also prepaid $175.0 million aggregate principal amount of revolving credit loans with a portion of the proceeds of the tack-on offering, decreased the revolver capacity under the senior secured credit agreement from $800.0 million to $475.0 million aggregate principal amount, and extended the maturity date of its revolving credit facility from December 16, 2025 to December 16, 2028. As of August 6, 2024, $30.0 million aggregate principal amount of revolving credit loans remain outstanding.

Segment Results⁽²⁾

Historically, the Company operated in a single industry segment. However, beginning with the first quarter of 2024, the Company now operates in, and has begun reporting results by, four business segments. This change stemmed from the Company’s recent formation and the evolution of the Company’s four business units: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions, which are further described below. Prior period segment results in this earnings press release have been recast to reflect the change from one single operating segment to four operating segments.

Specialty — includes, among others, the Crisco, Clabber Girl, Bear Creek, Polaner, Underwood, B&G, Grandma’s, New York Style, B&M, TrueNorth, Don Pepino, Sclafani, Baker’s Joy, Regina, SugarTwin and Brer Rabbit brands.

Meals — includes, among others, the Ortega, Maple Grove Farms, Cream of Wheat, Victoria, Las Palmas, Mama Mary’s, Spring Tree, McCann’s, Carey’s and Vermont Maid brands.

Frozen & Vegetables — includes the Green Giant and Le Sueur brands.

Spices & Flavor Solutions — includes, among others, the Dash, Weber, Spice Islands, Tone’s, Ac’cent, Trappey’s, Durkee and Wright’s brands.

Specialty Segment Results

Specialty segment results were as follows (dollars in thousands):

For the second quarter of 2024, the decrease in Specialty segment net sales was primarily due to a decrease in Crisco net pricing driven by a decrease in commodity costs coupled with a decrease in volumes across the rest of the Specialty portfolio in the aggregate, partially offset by an increase in Crisco volumes. For the first two quarters of 2024, the decrease in Specialty segment net sales was primarily due to a decrease in Crisco pricing driven by a decrease in commodity costs coupled with a decrease in volumes for Crisco and a decrease in volumes for the rest of the Specialty portfolio in the aggregate. The decrease in Specialty segment adjusted

EBITDA for the second quarter and first two quarters of 2024 was primarily due to lower volumes, partially offset by rate improvements across key materials and freight costs.

Meals Segment Results

Meals segment results were as follows (dollars in thousands):

For the second quarter and first two quarters of 2024, the decrease in Meals segment net sales was primarily due to a decrease in volumes across the Meals portfolio in the aggregate, partially offset by an increase in net pricing. The increase in Meals segment adjusted EBITDA was primarily due to improvements in freight costs, partially offset by a decrease in net sales, and rate increases in other key materials.

Frozen & Vegetables Segment Results

Frozen & Vegetables segment results were as follows (dollars in thousands):

For the second quarter and first two quarters of 2024, the decrease in Frozen & Vegetables segment net sales was primarily due to the Green Giant U.S. shelf-stable divestiture (which negatively impacted net sales versus the prior year period by $13.8 million and $28.3 million, respectively), a decrease in volumes, increased promotional trade spending, and the impact of product mix in frozen. The decrease in Frozen & Vegetables segment adjusted EBITDA was primarily due to the Green Giant U.S. shelf-stable divestiture, a decrease in net sales, increases in material costs and the negative impact of foreign currency, partially offset by improvements in freight costs.

Spices & Flavor Solutions Segment Results

Spices & Flavor Solutions segment results were as follows (dollars in thousands):

For the second quarter of 2024, the increase in Spices & Flavor Solutions segment net sales was primarily due to increased volumes across the Spices & Flavor Solutions portfolio in the aggregate. The increase in Spices & Flavor Solutions segment adjusted EBITDA was primarily due to an increase in net sales and improvements in freight costs, partially offset by increases in material costs. For the first two quarters of 2024, Spices & Flavor Solutions segment net sales and segment adjusted EBITDA were essentially flat.

Full Year Fiscal 2024 Guidance

B&G Foods revised its net sales guidance for fiscal 2024 to a range of $1.945 billion to $1.970 billion, revised its adjusted EBITDA guidance to a range of $300 million to $315 million, and revised its adjusted diluted earnings per share guidance to a range of $0.70 to $0.90.

B&G Foods provides earnings guidance only on a non-GAAP basis and does not provide a reconciliation of the Company’s forward-looking adjusted EBITDA and adjusted diluted earnings per share guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying

certain amounts that are necessary for such reconciliations, including adjustments that could be made for deferred taxes; 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; non-recurring expenses, gains and losses; and other charges reflected in the Company’s reconciliation of historic non-GAAP financial measures, the amounts of which, based on past experience, could be material. For additional information regarding B&G Foods’ non-GAAP financial measures, see “About Non-GAAP Financial Measures and Items Affecting Comparability” below.

Conference Call

B&G Foods will hold a conference call at 4:30 p.m. ET today, August 6, 2024 to discuss second quarter 2024 financial results. The live audio webcast of the conference call can be accessed at www.bgfoods.com/investor-relations. A replay of the webcast will be available following the conference call through the same link.

About Non-GAAP Financial Measures and Items Affecting Comparability

“Adjusted net income” (net income (loss) adjusted for certain items that affect comparability), “adjusted diluted earnings per share” (diluted earnings (loss) per share adjusted for certain items that affect comparability), “base business net sales” (net sales without the impact of acquisitions until the acquisitions are included in both comparable periods and without the impact of discontinued or divested brands), “EBITDA” (net income (loss) before net interest expense, income taxes, and depreciation and amortization), “adjusted EBITDA” (EBITDA as 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), “segment adjusted EBITDA” (adjusted EBITDA for operating segments), “adjusted gross profit” (gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold) and “adjusted gross profit percentage” (gross profit as a percentage of net sales adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold) are “non-GAAP financial measures.” A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP) in B&G Foods’ consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. The Company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

The Company uses non-GAAP financial measures to adjust for certain items that affect comparability. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as the Company’s management. Because the Company cannot predict the timing and amount of these items that affect comparability, management does not consider these items when evaluating the Company’s performance or when making decisions regarding allocation of resources.

Additional information regarding EBITDA, adjusted EBITDA, segment adjusted EBITDA and reconciliations of EBITDA, adjusted EBITDA and segment adjusted EBITDA to net income (loss) and, in the case of EBITDA and adjusted EBITDA, to net cash provided by operating activities, is included below for the second quarter and first two quarters of 2024 and 2023, along with the components of EBITDA, adjusted EBITDA and segment adjusted EBITDA. Also included below are reconciliations of the non-GAAP terms adjusted net income, adjusted diluted earnings per share and base business net sales to the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows.

End Notes

NM – Not meaningful.

About B&G Foods, Inc.

Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, Cream of Wheat, Crisco, Dash, Green Giant, Las Palmas, Le Sueur, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ expectations regarding net sales, adjusted EBITDA and adjusted diluted earnings per share, and B&G Foods’ long-term strategy, including possible divestitures to reduce debt, increase focus on core businesses and position B&G Foods for long-term organic and acquisition growth. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: the Company’s substantial leverage; the effects of rising costs for and/or decreases in supply of the Company’s commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; the Company’s ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for the Company’s products and local economic and market conditions; the Company’s continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of the Company and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, such as the COVID-19 pandemic, may have on the Company’s business, including among other things, the Company’s supply chain, manufacturing operations or workforce and customer and consumer demand for the Company’s products; the Company’s ability to recruit and retain

senior management and a highly skilled and diverse workforce at the Company’s corporate offices, manufacturing facilities and other locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the expansion of the Company’s business; the Company’s possible inability to identify new acquisitions or to integrate recent or future acquisitions or the Company’s failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; the Company’s ability to successfully complete the integration of recent or future acquisitions into the Company’s enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the Infrastructure Investment and Jobs Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and future tax reform or legislation; the Company’s ability to access the credit markets and the Company’s borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of the Company’s competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on the Company’s international procurement, sales and operations; future impairments of the Company’s goodwill and intangible assets; the Company’s ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; the Company’s ability to successfully implement the Company’s sustainability initiatives and achieve the Company’s sustainability goals, and changes to environmental laws and regulations; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of the Company’s customers’ inventories and credit and other business risks related to the Company’s customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of the Company’s third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt the Company’s supply of raw materials or certain finished goods products or injure the Company’s reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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B&G Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

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B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

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B&G Foods, Inc. and Subsidiaries

Net Sales and Adjusted EBITDA by Segment and

Reconciliation of Segment Adjusted EBITDA to Net Income (Loss)

(In thousands)

(Unaudited)

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B&G Foods, Inc. and Subsidiaries

Items Affecting Comparability

Reconciliation of Net Income (Loss) to EBITDA⁽¹⁾ and Adjusted EBITDA⁽¹⁾

(In thousands)

(Unaudited)

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B&G Foods, Inc. and Subsidiaries

Items Affecting Comparability

Reconciliation of Net Cash Provided by Operating Activities to EBITDA⁽¹⁾ and Adjusted EBITDA⁽¹⁾

(In thousands)

(Unaudited)

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B&G Foods, Inc. and Subsidiaries

Items Affecting Comparability

Reconciliation of Net Income (Loss) to Adjusted Net Income⁽⁵⁾ and Adjusted Diluted Earnings per Share⁽⁵⁾

(In thousands, except per share data)

(Unaudited)

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