8-K/A

As filed with the Securities and Exchange Commission on February 15, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 30, 2011

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-32316	13-3918742
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Four Gatehall Drive, Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

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

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

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

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

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

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

Explanatory Note

This Amendment No. 1 is being filed by B&G Foods, Inc. to amend the Current Report on Form 8-K originally filed by B&G Foods with the Securities and Exchange Commission on December 6, 2011 to provide the information required by Item 9.01(a) and (b) of Form 8-K relating to B&G Foods’ acquisition of the Mrs. Dash, Molly McButter, Sugar Twin, Baker’s Joy, Static Guard and Kleen Guard brands, from Conopco, Inc. dba Unilever, which we refer to in this amendment as the Culver Specialty Brands acquisition.  The information previously reported and the exhibits previously filed in Items 1.01, 1.02, 2.01, 2.03 and 9.01(d) of the original filing are incorporated by reference into this amendment.

Item 9.01.  Financial Statements and Exhibits.

We do not believe that it is practicable to prepare and audit complete stand-alone financial statements of Culver Specialty Brands in satisfaction of Rule 3-05 of Regulation S-X due to the following reasons:

·Culver Specialty Brands was not operated as a “stand-alone” division or subsidiary of Unilever;

·Stand-alone financial statements relating to Culver Specialty Brands were never previously prepared, and Unilever’s independent auditors have not historically audited or reported separately on the operations or net assets of Culver Specialty Brands.  As a result, the distinct and separate accounts necessary to present a complete “stand-alone” balance sheet and statements of income and cash flows have not been maintained; and

·Unilever does not believe that it can objectively allocate certain corporate expenses to Culver Specialty Brands.

In addition, we do not believe that such financial statements would provide relevant information to users of our financial statements about the specific assets and operations acquired from Unilever.  Among other reasons, because we are integrating Culver Specialty Brands into our organizational structure (and accordingly our cost structure), we believe that a presentation of complete financial statements in accordance with Rule 3-01 and 3-02 of Regulation S-X that includes allocations of certain Unilever corporate expenses would not be meaningful to our investors and not as useful to them as the financial information we are providing in this report.

As a result, in accordance with the relief granted to B&G Foods by the staff of the Division of Corporation Finance of the SEC in a letter dated December 22, 2011, B&G Foods has provided the financial information described below in lieu of the financial information required by Rule 3-05 of Regulation S-X.

(a)           Financial Statements of Business Acquired.

The following financial statements of Culver Specialty Brands are being filed with this amendment as Exhibit 99.1 and are incorporated by reference herein:

·Audited Combined Statements of Assets Acquired of Culver Specialty Brands (a component of Unilever N.V. and Unilever PLC), as of September 30, 2011 and 2010 and the related Combined Statements of Net Revenues and Direct Expenses for the Years Ended September 30, 2011, 2010 and 2009.

2

(b)           Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) is filed as Exhibit 99.2 to this amendment and is incorporated by reference herein.

(d)           Exhibits.

23.1	Consent of KPMG LLP.
99.1	Combined Statements of Assets Acquired of Culver Specialty Brands (a component of Unilever N.V. and Unilever PLC), as of September 30, 2011 and 2010 and the related Combined Statements of Net Revenues and Direct Expenses for the Years Ended September 30, 2011, 2010 and 2009.
99.2	Unaudited Pro Forma Combined Financial Statements of B&G Foods, Inc. and Subsidiaries as of and for the three quarters ended October 1, 2011 and fiscal year ended January 1, 2011.

3

SIGNATURE

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

	B&G FOODS, INC.
Dated: February 15, 2012	By:	/s/ Robert C. Cantwell
		Robert C. Cantwell
		Executive Vice President of Finance and
			Chief Financial Officer

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
B&G Foods, Inc.:

We consent to the incorporation by reference in the registration statements (Registration Nos. 333-150903 and 333-168845) on Form S-8 and (Registration No. 333-168846) on Form S-3 of B&G Foods, Inc. of our report dated February 10, 2012, with respect to the combined statements of assets acquired of Culver Specialty Brands (a component of Unilever N.V. and Unilever PLC) as of September 30, 2011 and 2010 and the related combined statements of net revenues and direct expenses for each of the years in the three-year period ended September 30, 2011, which report appears in this Current Report on Form 8-K/A of B&G Foods, Inc. filed on February 15, 2012.

/s/ KPMG LLP

Chicago, Illinois

February 15, 2012

EX-99.1

Exhibit 99.1

CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Combined Financial Statements

September 30, 2011 and 2010

(With Independent Auditors’ Report Thereon)

CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Table of Contents

	Page
Independent Auditors’ Report	1
Combined Statements of Assets Acquired as of September 30, 2011 and 2010	2
Combined Statements of Net Revenues and Direct Expenses for the years ended September 30, 2011, 2010 and 2009	3
Notes to Combined Financial Statements	4

Independent Auditors’ Report

The Board of Directors

Unilever N.V. and Unilever PLC:

We have audited the accompanying combined statements of assets acquired of Culver Specialty Brands (CSB), a component of Unilever N.V. and Unilever PLC (collectively referred to as Unilever), as of September 30, 2011 and 2010 and the related combined statements of net revenues and direct expenses for each of the years in the three-year period ended September 30, 2011. These combined financial statements are the responsibility of Unilever’s management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of CSB’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying combined financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in note 1 to the combined financial statements, and are not intended to be a complete presentation of CSB’s financial position, results of operations and cash flows.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the assets acquired of CSB as of September 30, 2011 and 2010 and its net revenues and direct expenses for each of the years in the three-year period ended September 30, 2011, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Chicago, Illinois

February 10, 2012

CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Combined Statements of Assets Acquired

September 30, 2011 and 2010

(Amounts in thousands)

	2011		2010
Inventories	$	7,782	6,634
Prepaid expenses	188		218
Machinery and equipment, net	137		230
Intangible assets	318,231		—
Total assets acquired	$	326,338	7,082

See accompanying notes to combined financial statements.

2

CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Combined Statements of Net Revenues and Direct Expenses

Years Ended September 30, 2011, 2010 and 2009

(Amounts in thousands)

	2011		2010	2009
Net revenues	$	88,826	88,017	85,329
Direct expenses:
Cost of products sold	36,248		34,196	33,303
Advertising, marketing, selling and administrative expenses	18,183		20,161	22,194
Total direct expenses	54,431		54,357	55,497
Net revenues in excess of direct expenses	$	34,395	33,660	29,832

See accompanying notes to combined financial statements.

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CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Notes to Combined Financial Statements

September 30, 2011 and 2010

(1)Description of Business and Basis of Presentation

On October 28, 2011, Conopco, Inc. (Conopco), a subsidiary of Unilever N.V. and Unilever PLC (collectively referred to as Unilever), entered into an Asset Purchase Agreement (the Agreement) with B&G Foods North America, Inc. and B&G Foods, Inc. (collectively referred to as the Buyer). The Agreement provided for the sale of certain assets pertaining to Culver Specialty Brands (CSB) from Conopco to the Buyer. No liabilities pertaining to CSB, contingent or otherwise, were assumed by the Buyer as a result of the acquisition. The transaction closed on November 30, 2011. CSB develops, distributes and markets food and household brands in the United States, Canada and Puerto Rico under the brand names Mrs. Dash, Molly McButter, SugarTwin, Baker’s Joy, Static Guard and Kleen Guard. All manufacturing and packaging of CSB products has historically been outsourced to third party contract packers.

Prior to May 10, 2011, CSB was owned and operated by Alberto Culver Company (Alberto). On such date, Unilever, through its Conopco subsidiary, acquired all of the outstanding shares of Alberto common stock. As required by the applicable purchase accounting rules, all assets and liabilities of Alberto, including those related to CSB, were recorded at fair value as of May 10, 2011. These purchase accounting adjustments were effectively “pushed down” to Alberto, and ultimately CSB, and are therefore reflected in its historical financial statements effective May 10, 2011. The historical financial statements for periods prior to May 10, 2011 were not adjusted. With the exception of intangible assets included in the Combined Statement of Assets Acquired as of September 30, 2011, the purchase accounting adjustments resulting from Unilever’s acquisition of Alberto did not have a material impact on the accompanying CSB financial statements.

The accompanying Combined Statements of Assets Acquired and Net Revenues and Direct Expenses of CSB were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of CSB’s financial position, results of operations and cash flows.

Throughout the periods covered by these financial statements, CSB’s operations were conducted and accounted for as part of Alberto, which was a separate independent entity prior to May 10, 2011 and a subsidiary of Unilever after May 10, 2011. These financial statements have been derived from Alberto’s historical accounting records and reflect certain allocations of direct costs and expenses. All of the allocations in the Combined Statements of Net Revenues and Direct Expenses are based on assumptions that Alberto management believes are reasonable. The financial statements do not necessarily represent the assets acquired, net revenues and direct expenses of CSB had it been operated as a separate independent entity.

Under Alberto’s centralized cash management system, CSB’s cash requirements were funded directly by Alberto and cash generated by the business was remitted to Alberto. Transaction systems (e.g., payroll, employee benefits and accounts payable) used to record and account for cash disbursements were provided by centralized Alberto functions. Alberto also provided centralized sales, order management, billing, credit and collection functions to CSB. These sales and customer service functions operated on a regional basis and were customer rather than business or product focused. Transaction systems (e.g., revenues, accounts receivable and cash application) used to record and account for cash receipts were also provided by centralized Alberto functions. Most of these corporate systems were not designed to track assets/liabilities

(Continued)

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CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Notes to Combined Financial Statements

September 30, 2011 and 2010

and receipts/payments on a business-specific basis, as such, information on operating, financing or investing cash flows is not available for separate disclosure.

Net revenues and direct expenses in the accompanying Combined Statements of Net Revenues and Direct Expenses include net sales, costs and expenses directly related to CSB. In addition, certain costs and expenses have been allocated to CSB based on reasonable activity-based methods. The primary amounts in the Combined Statements of Net Revenues and Direct Expenses that are based on allocations include certain freight and distribution costs, indirect inventory-related expenses included in cost of goods sold and employee benefits. See note 6 for a summary of these allocated costs. Alberto maintains all treasury-related activities, including cash, investment and debt management, on a consolidated basis in order to fund and manage its operations; accordingly, no interest income and expense has been allocated to CSB. Alberto also maintains its tax functions on a consolidated basis; accordingly, no income tax expense has been allocated to CSB.

The Combined Statements of Net Revenues and Direct Expenses of CSB exclude allocations of certain expenses, primarily related to Alberto’s general and administrative corporate functions. Expenses not allocated include, but are not limited to, general overhead costs related to finance, human resources, legal and information systems.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses in the financial statements. Actual results may differ from those estimates. Management believes these estimates and assumptions are reasonable. Also, as discussed above, these financial statements include allocations that are not necessarily indicative of the costs and expenses that would have resulted if CSB had been operated as a separate independent entity or the future results of CSB.

(2)Summary of Significant Accounting Policies

(a)Inventories and Cost of Products Sold

Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value). The carrying amount of inventories was not affected by the purchase accounting adjustments in connection with Unilever’s acquisition of Alberto.

When necessary, allowances are provided to adjust the carrying value of inventories to the lower of cost or market, including costs to sell or dispose of these items. Estimates of the future demand for CSB’s products, anticipated product relaunches, changes in formulas and packaging and reductions in inventory items are some of the key factors used by management in assessing the net realizable value of inventories.

Inventories and cost of products sold include raw material and packaging costs, the cost of merchandise purchased from suppliers, direct expenses incurred to manufacture products and indirect expenses, including such items as purchasing, receiving, quality control, package engineering, production planning and certain freight costs.

(Continued)

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CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Notes to Combined Financial Statements

September 30, 2011 and 2010

(b)Prepaid Expenses

Prepaid expenses primarily relate to advertising and marketing costs directly attributable to CSB.

(c)Machinery and Equipment

As of September 30, 2010, machinery and equipment was carried at cost. As discussed in note 1, the carrying amount of the machinery and equipment was adjusted to fair value effective May 10, 2011 in connection with Unilever’s acquisition of Alberto. Depreciation was recorded using the straight-line method over the estimated useful lives of three to five years. The range of useful lives of the machinery and equipment was not affected by Unilever’s acquisition of Alberto and the related purchase accounting. Expenditures for maintenance and repairs are expensed as incurred. Upon the occurrence of significant events or changes affecting machinery and equipment, management assesses the recoverability of the carrying amounts in order to determine if an impairment may exist.

(d)Intangible Assets

The intangible assets included in the Combined Statement of Assets Acquired as of September 30, 2011 are directly attributable to CSB and are included in Alberto’s historical financial statements as a result of Unilever’s acquisition of Alberto on May 10, 2011. There is no comparative balance as of September 30, 2010 because CSB was internally developed by Alberto. These intangible assets are considered indefinite-lived and, therefore, no amortization expense is included in the Combined Statements of Net Revenues and Direct Expenses. Intangible assets are required to be tested for impairment annually, or more frequently if significant events or changes indicate possible impairment. No impairment charges have been recorded since the establishment of CSB’s intangible assets effective May 10, 2011.

(e)Revenue Recognition

CSB recognizes revenue on merchandise shipped to customers when title and risk of loss pass to the customer. Provisions for sales returns and allowances are made in the period sales are recorded.

(f)Sales Incentives

Sales incentives include consumer coupons and trade promotion activities such as promotional allowances, off-shelf displays, customer specific coupons, new item distribution allowances, listing fees and temporary price reductions. Sales incentives amounted to $9.8 million, $9.4 million and $8.8 million for the years ended September 30, 2011, 2010 and 2009, respectively, and were classified as reductions of net revenues in the Combined Statements of Net Revenues and Direct Expenses.

(g)Shipping and Handling

Shipping and handling costs related to freight and distribution expenses for delivery directly to customers are included in advertising, marketing, selling and administrative expenses in the Combined Statements of Net Revenues and Direct Expenses and amounted to $3.1 million, $3.3 million and $3.2 million for the years ended September 30, 2011, 2010 and 2009, respectively. All other shipping and handling costs are included in cost of products sold.

(Continued)

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CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Notes to Combined Financial Statements

September 30, 2011 and 2010

(h)Advertising and Marketing

Advertising and marketing costs are expensed as incurred and amounted to $10.4 million, $12.5 million and $14.6 million for the years ended September 30, 2011, 2010 and 2009, respectively.

(i)Foreign Currency

Foreign currency balance sheet accounts are translated into U.S. dollars at the rates of exchange in effect at the balance sheet date. Results of operations denominated in foreign currencies are translated using the average exchange rates during the period.

(3)Inventories

Inventories at September 30, 2011 and 2010 consist of the following:

	2011		2010
	(In thousands)
Raw materials	$	416	294
Work-in-progress	20		62
Finished goods	7,346		6,278
	$	7,782	6,634

(4)Machinery and Equipment

Machinery and equipment at September 30, 2011 and 2010 consists of the following:

	2011			2010
	(In thousands)
Machinery and equipment	$	154		779
Accumulated depreciation	(17		)	(549	)
	$	137		230

As discussed in note 1, the gross carrying amount of the machinery and equipment was adjusted to fair value effective May 10, 2011 in connection with Unilever’s acquisition of Alberto. In connection with this purchase accounting adjustment, the existing accumulated depreciation at the time was eliminated. The effect on net machinery and equipment was not material.

(Continued)

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CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Notes to Combined Financial Statements

September 30, 2011 and 2010

(5)Fair Value Measurements

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy:

·Level 1 — Quoted prices for identical instruments in active markets;

·Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

·Level 3 — Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

Assets Measured at Fair Value on a Recurring Basis

The accompanying CSB financial statements do not include any financial assets measured at fair value on a recurring basis.

Assets Measured at Fair Value on a Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis, which means that the assets are not measured at fair value on an ongoing basis, but are subject to fair value measurements or adjustments in certain circumstances, for example, when the company makes an acquisition or in connection with intangible asset impairment testing.

As discussed in note 1, on May 10, 2011 Unilever acquired all of the outstanding shares of Alberto common stock. The acquisition-date fair values of the intangible assets acquired have been estimated by management using income approach methodologies, pricing models and valuation techniques. The valuation of these intangible assets, as well as the other assets acquired and liabilities assumed, was based on management’s estimates, available information and reasonable and supportable assumptions. The fair value measurements were determined primarily based on Level 3 unobservable input data that reflects Unilever’s assumptions regarding how market participants would value the assets. All purchase accounting adjustments were effectively “pushed down” to Alberto, and ultimately CSB, and are therefore reflected in the historical financial statements effective May 10, 2011. The historical financial statements for periods prior to May 10, 2011 were not adjusted. With the exception of intangible assets included in the Combined Statement of Assets Acquired as of September 30, 2011, the purchase accounting adjustments resulting from Unilever’s acquisition of Alberto did not have a material impact on the accompanying CSB financial statements.

(Continued)

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CULVER SPECIALTY BRANDS

(A Component of Unilever N.V. and Unilever PLC)

Notes to Combined Financial Statements

September 30, 2011 and 2010

(6)Allocations in the Combined Statements of Net Revenues and Direct Expenses

The Combined Statements of Net Revenues and Direct Expenses include the following allocated amounts for the years ended September 30, 2011, 2010 and 2009:

	2011		2010	2009
			(In thousands)
Freight and distribution costs (1)	$	1,774	1,695	1,661
Inventory-related expenses (2)	962		1,300	1,086
Employee benefits (3)	264		259	246
	$	3,000	3,254	2,993

(1)The freight and distribution costs represent an allocation of Alberto’s warehousing and other costs at its various distribution centers that actively managed CSB products. These amounts were allocated based on CSB net sales as compared to total applicable Alberto net sales and are included in advertising, marketing, selling and administrative expenses in the Combined Statements of Net Revenues and Direct Expenses.

(2)Inventory-related expenses include an allocation of Alberto’s fixed overhead costs such as procurement, supply chain management and operations finance and administration. These amounts were allocated based on CSB production volumes as compared to total applicable Alberto production volumes and are included in cost of products sold in the Combined Statements of Net Revenues and Direct Expenses.

(3)Employee benefits include an allocation of costs that Alberto manages centrally for all employees such as medical, dental and retirement benefits. These amounts were allocated based on a percentage of CSB direct salary expenses and are included in advertising, marketing, selling and administrative expenses in the Combined Statements of Net Revenues and Direct Expenses.

(7)Stock-Based Compensation

Prior to its acquisition by Unilever, Alberto provided stock-based compensation to its employees under a stock option plan and a restricted stock plan. Alberto recognized compensation expense for stock options and restricted shares on a straight-line basis over the vesting period or to the date a participant became eligible for retirement, if earlier. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model. Certain employees of CSB were granted stock options and restricted shares under Alberto’s plans. As a result, stock-based compensation directly related to CSB amounted to $223,000, $140,000 and $126,000 for the years ended September 30, 2011, 2010 and 2009, respectively. In accordance with the change in control provisions of the Alberto plans, all outstanding stock options and restricted shares became fully vested upon Alberto’s acquisition by Unilever on May 10, 2011. For CSB, this resulted in a charge of $163,000 in the year ended September 30, 2011, which reflects the amount of future compensation expense that would have been recognized in subsequent periods as the stock options and restricted shares held by CSB employees vested over the original vesting periods.

(Continued)

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All stock-based compensation described above is included in advertising, marketing, selling and administrative expenses in the Combined Statements of Net Revenues and Direct Expenses.

(8)Incentive Compensation

Throughout the year ended September 30, 2011, Alberto offered its employees special incentive compensation over and above the company’s normal bonus plans. The additional compensation was meant to be an incentive for employees to stay with the company following the announcement of Unilever’s pending acquisition on September 27, 2010 and then the closing of the transaction on May 10, 2011. As a result, additional incentive compensation charges of $329,000 related to CSB were recorded for the year ended September 30, 2011. This amount is included in advertising, marketing, selling and administrative expenses in the Combined Statement of Net Revenues and Direct Expenses.

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EX-99.2

Exhibit 99.2

B&G Foods, Inc. and Subsidiaries

Unaudited Pro Forma Combined Financial Statements

On November 30, 2011, pursuant to an agreement entered into on October 28, 2011, B&G Foods, Inc. and its subsidiaries completed the acquisition of the Mrs. Dash, Molly McButter, Sugar Twin, Baker’s Joy, Static Guard and Kleen Guard brands, from Conopco, Inc. dba Unilever and certain of its affiliates, for approximately $326.0 million in cash, subject to a post-closing inventory adjustment.  We refer to this acquisition as the Culver Specialty Brands acquisition.  In connection with the Culver Specialty Brands acquisition, we entered into a new $575.0 million senior secured credit agreement, which includes a $200.0 million revolving credit facility, $150.0 million of tranche A term loans and $225.0 million of tranche B term loans.  The proceeds of the term loan borrowings, $25.0 million of revolving loans and cash on hand were used to repay all $130.0 million of outstanding borrowings under our prior credit agreement, fund the acquisition purchase price and pay related transaction fees and expenses.

The unaudited pro forma combined balance sheet at October 1, 2011 combines our historical consolidated balance sheet at October 1, 2011 with the statement of assets acquired of Culver Specialty Brands at September 30, 2011, and gives effect to the Culver Specialty Brands acquisition and related financing as if such transactions occurred on October 1, 2011.  The unaudited pro forma combined statements of operations for the three quarters ended October 1, 2011 and the year ended January 1, 2011 combines our historical consolidated statements of operations for the periods then ended with the statements of net revenues and direct expenses of Culver Specialty Brands for the three quarters ended September 30, 2011 and its fiscal year ended September 30, 2010, and gives effect to the Culver Specialty Brands acquisition and related financing as if such transactions occurred on January 3, 2010.

The Culver Specialty Brands 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 Culver Specialty Brands 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.

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 Culver Specialty Brands acquisition and related financing transaction 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 Culver Specialty Brands or the costs that will be incurred in integrating the operations of Culver Specialty Brands.

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 1, 2011 filed with the Securities and Exchange Commission (SEC) on March 1, 2011, our Quarterly Report on Form 10-Q for the period ended October 1, 2011 filed with the SEC on October 25, 2011, and the historical financial statements of Culver Specialty Brands that are filed as Exhibit 99.1 to our Current Report on Form 8-K/A filed on February 15, 2012.

B&G Foods, Inc. and Subsidiaries

Unaudited Pro Forma Combined Balance Sheet

October 1, 2011

(Dollars in thousands, except per share amounts)

	Historical
	B&G Foods(1)			Culver Specialty Brands(2)		Pro Forma Adjustments			Pro Forma Combined
Assets
Cash and cash equivalents	$	98,107		$	—	$	(76,764	)(3)	$	21,343
Trade accounts receivable, net	33,282			—		—			33,282
Inventories	94,277			7,782		—			102,059
Prepaid expenses	2,129			188		—			2,317
Income tax receivable	3,136			—		—			3,136
Deferred income taxes	1,589			—		90		(4)	1,679
Total current assets	232,520			7,970		(76,674		)	163,816
Property, plant and equipment, net	60,610			137		—			60,747
Goodwill	253,744			—		8,603		(4)	262,347
Other intangibles, net	327,088			318,231		(9,031		)(4)	636,288
Other assets	8,960			—		16,346		(5)	25,306
Total assets	$	882,922		$	326,338	$	(60,756	)	$	1,148,504
Liabilities and Stockholders’ Equity
Trade accounts payable	$	28,072		$	—	$	—		$	28,072
Current portion of long-term debt	—			—		9,750		(3)	9,750
Accrued expenses	20,180			—		—			20,180
Dividends payable	10,017			—		—			10,017
Total current liabilities	58,269			—		9,750			68,019
Long-term debt	477,988			—		257,250		(3)	735,238
Other liabilities	2,083			—		—			2,083
Deferred income taxes	107,351			—		—			107,351
Total liabilities	645,691			—		267,000			912,691
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued and outstanding	—			—		—			—
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; issued and outstanding 47,700,132 shares	477			—		—			477
Additional paid-in-capital	169,556			—		—			169,556
Accumulated other comprehensive loss	(6,131		)	—		—			(6,131		)
Retained earnings	73,329			—		(1,418		)(3)	71,911
Total stockholders’ equity	237,231			—		(1,418		)	235,813
Total liabilities and stockholders’ equity	$	882,922		$	—	$	265,582		$	1,148,504

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
Year ended January 1, 2011
(In thousands, except per share data)

	Historical
	B&G Foods(6)		Culver Specialty Brands(7)		Pro Forma Adjustments			Pro Forma Combined
Net sales	$	513,337	$	88,017	$	—		$	601,354
Cost of goods sold	345,668		34,196		—			379,864
Gross profit	167,669		53,821		—			221,490
Operating expenses:
Sales, general and administrative	56,495		20,161		—			76,656
Amortization expense	6,457		—		1,540		(4)	7,997
Operating income	104,717		33,660		(1,540		)	136,837
Other expenses:
Interest expense, net	40,342		—		7,220		(8)	47,562
Loss on extinguishment of debt	15,224		—		—			15,224
Income before income tax expense	49,151		33,660		(8,760		)	74,051
Income tax expense	16,772		—		9,014		(9)	25,786
Net income	$	32,379	$	33,660	$	(17,774	)	$	48,265
Weighted average common shares outstanding:
Basic	47,584		—		—			47,584
Diluted	48,284		—		—			48,284
Earnings per share:
Basic	$	0.68	N/A		N/A			$	1.01
Diluted	$	0.67	N/A		N/A			$	1.02
Cash dividends declared per share	$	0.68	N/A		N/A			$	0.68

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
Three Quarters Ended October 1, 2011
(In thousands, except per share data)

	Historical
	B&G Foods(6)		Culver Specialty Brands(7)		Pro Forma Adjustments			Pro Forma Combined
Net sales	$	393,868	$	65,684	$	—		$	459,552
Cost of goods sold	265,382		26,841		—			292,223
Gross profit	128,486		38,843		—			167,329
Operating expenses:
Sales, general and administrative	41,069		14,057		—			55,126
Amortization expense	4,913		—		1,155		(4)	6,068
Operating income	82,504		24,786		(1,155		)	106,135
Other expenses:
Interest expense, net	24,854		—		10,820		(8)	35,674
Income before income tax expense	57,650		24,786		(11,975		)	70,461
Income tax expense	19,662		—		4,625		(9)	24,287
Net income	$	37,988	$	24,786	$	(16,600	)	$	46,174
Weighted average common shares outstanding:
Basic	47,903		—		—			47,903
Diluted	48,574		—		—			48,574
Earnings per share:
Basic	$	0.79	N/A		N/A			$	0.96
Diluted	$	0.78	N/A		N/A			$	0.95
Cash dividends declared per share	$	0.63	N/A		N/A			$	0.63

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

Notes to Unaudited Pro Forma Combined Balance Sheet

(1)Represents our historical unaudited consolidated balance sheet as of October 1, 2011.

(2)Represents the historical combined statement of assets acquired of Culver Specialty Brands as of September 30, 2011.

(3)Net change in cash is as follows (dollars in thousands):

Debt incurred under new credit agreement for the acquisition:
Tranche A term loans due 2016, net of debt discount of $750	$	149,250
Tranche B term loans due 2018, net of debt discount of $2,250	222,750
Revolving credit facility	25,000
Less: Prepayment and retirement of term loan due 2013 under prior credit agreement	(130,000		)
Incremental borrowings, net	267,000
Cash purchase price	326,000
Acquisition-related transaction costs	1,418
Deferred debt financing charges	16,346
Total reductions	343,764
Net cash used for the acquisition and related financing transaction	$	(76,764	)

Approximately $9.8 million of the $267.0 million of incremental borrowings is due in the next twelve months.

(4)The assumed total purchase price for the Culver Specialty Brands acquisition was approximately $326.0 million. The following table sets forth the preliminary allocation of the Culver Specialty Brands purchase price to the estimated fair value of the net assets acquired at the date of acquisition.  Inventory has been recorded at estimated selling price less costs of disposal and a reasonable profit.  Equipment has been recorded at estimated fair value.  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 may be adjusted as a result of the finalization of our purchase price allocation.  We anticipate completing the purchase price allocation in the second quarter of fiscal 2012.

(Dollars in thousands)
Deferred taxes	$	90
Equipment	137
Prepaid expenses	188
Inventory	7,782
Goodwill	8,603
Customer relationship intangibles — amortizable intangible assets	30,800
Trademarks — indefinite life intangible assets	278,400
Total preliminary purchase price	$	326,000

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Acquired customer relationship intangibles	$	30,800
Acquired trademarks	278,400
Less historical CSB intangibles	(318,231		)
Net adjustment to other intangibles	$	(9,031	)

The excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired represents goodwill.  Equipment is depreciated over the estimated remaining useful life of the equipment of 3 years.  Trademarks are deemed to have an indefinite useful life and are not amortized.  Customer relationship intangibles acquired in the Culver Specialty Brands acquisition are amortized over their estimated useful lives of 20 years.

(5)Reflects deferred financing charges incurred in connection with the new senior secured credit agreement we entered into to finance the acquisition and repay all outstanding borrowings under our prior credit agreement.  The deferred financing charges will be amortized over five years for the tranche A term loans and revolving credit facility and seven years for the tranche B term loans.

Notes to Unaudited Pro Forma Combined Statements of Operations

(6)Represents our consolidated results of operations for our fiscal year ended January 1, 2011 and the three quarters ended October 1, 2011.

(7)Represents the historical statements of net revenues and direct expenses for Culver Specialty Brands for its fiscal year ended September 30, 2010 and the three quarters ended September 30, 2011.  The historical statement of net revenues and direct expenses for Culver Specialty Brands for the three quarters ended September 30, 2011 was derived from the historical statement of net revenues and direct expenses for Culver Specialty Brands for its fiscal year ended September 30, 2011 less the first quarter of the fiscal year ended September 30, 2011.

(8)Adjustment to our historical interest expense to reflect our incurrence of an incremental $267.0 million of borrowings, amortization of debt discount and amortization of deferred financing costs relating to such additional borrowings (dollars in thousands):

	October 1, 2011		January 1, 2011
Interest expense relating to:
Existing senior notes due 2018 ($350,000 at 7.625%)	$	20,016	$	26,688
Debt incurred under new credit agreement for the acquisition:
Revolving loans ($25,000 at 3.27%)	614		818
Tranche A term loans due 2016 ($150,000 at 3.27%)	3,679		4,905
Tranche B term loans due 2018 ($225,000 at 4.5%)	7,594		10,125
Amortization of debt discount	599		798
Amortization of deferred debt issuance costs	3,172		4,228
Total pro forma interest expense	$	35,674	$	47,562
Less historical interest expense from prior credit agreement	24,854		40,342
Adjustment to interest expense	$	10,820	$	7,220

Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A term loan facility, 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 1.50% to 2.00%, and LIBOR plus an applicable margin ranging from 2.50% to

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3.00%, in each case depending on our consolidated leverage ratio.  Interest under the tranche B term loan facility 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 of 2.50%, and LIBOR plus an applicable margin of 3.50%, in each case subject to a 1.0% LIBOR floor.  If the LIBOR rate was to increase or decrease by 0.125% from the rates assumed in the table above, pro forma interest expense would change by approximately $0.2 million for the three quarters ended October 1, 2011 and $0.2 million for the fiscal year ended January 1, 2011.

(9)Adjustment to reflect income tax expense on the results of operations of Culver Specialty Brands and the pro forma adjustments for the year ended September 30, 2010 and three quarters ended September 30, 2011 using statutory income tax rates of 36.2% and 36.1% (federal and state), respectively.  Income tax expense was not allocated to Culver Specialty Brands in the pre-acquisition statements of net revenues and direct expenses.

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