B&G Foods, Inc.

EX-99.1 · EX. 99.1 - AUDITED SPECIAL PURPOSE ABBREVIATED FINANCIAL STATEMENTS OF COLLEGE I

EX-99.1
 3
 tm2616326d1_ex99-1.htm
 EX. 99.1 - AUDITED SPECIAL PURPOSE ABBREVIATED FINANCIAL STATEMENTS OF COLLEGE INN AND KITCHEN BASICS

 Exhibit 99.1

 DEL MONTE FOODS HOLDINGS LIMITED BROTH AND
STOCK BUSINESS

 Special Purpose Abbreviated Financial Statements
As of and For the Year Ended

 April 27, 2025

 and

 Independent Auditors’ Report

 Report of Independent Auditors

 The Board of Directors of Del Monte Foods Holdings Limited

 Opinion

 We have audited the special purpose abbreviated financial
statements of Del Monte Foods Holdings Limited Broth and Stock Business (the Company), which comprise the statement of assets
acquired as of April 27, 2025, and the related statement of revenue and direct expenses for the year then ended, and the related
notes (collectively referred to as the “financial statements”).

 In our opinion, the accompanying financial statements present fairly,
in all material respects, the assets acquired of the Company as of April 27, 2025, and its revenue and direct operating expenses for the
year then ended in accordance with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 We conducted our audit in accordance with auditing standards generally
accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and
to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 Basis of Accounting

 As discussed in Note 1 the to the financial statements, the financial
statements have been prepared for the purposes of complying with the rules and regulations of the U.S. Securities and Exchange Commission
and are not intended to be a complete presentation of the Company’s financial position or results of operations. Our opinion is
not modified with respect to this matter.

 Responsibilities of Management for the Financial Statements

 Management is responsible for the preparation and fair presentation
of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design,
implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are
free of material misstatement, whether due to fraud or error.

 - 2 -

 Auditor’s Responsibilities for the Audit of the Financial
Statements

 Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee
that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood
that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

 In performing an audit in accordance with GAAS, we:

 § Exercise professional judgment and maintain professional skepticism throughout
the audit.

 § Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on
a test basis, evidence regarding the amounts and disclosures in the financial statements.

 § Obtain an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control. Accordingly, no such opinion is expressed.

 § Evaluate the appropriateness of accounting policies used and the reasonableness
of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 § Conclude whether, in our judgment, there are conditions or events, considered
in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period
of time.

 We are required to communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters
that we identified during the audit.

 SyCip Gorres Velayo
& Co.

 /s/ SyCip Gorres Velayo & Co.

 Makati City, Philippines

 June 1, 2026

 - 3 -

 DEL MONTE FOODS BROTH AND STOCK BUSINESS

 Statement of Assets Acquired

 (Dollars in thousands)
 April 27, 2025

 Assets:

 Inventories
 $ 26,070

 Prepayments
 2,008

 Intangible assets
 89,320

 Total assets
 $ 117,398

 See accompanying notes to special purpose
abbreviated financial statements.

 - 4 -

 DEL MONTE FOODS BROTH AND STOCK BUSINESS

 Statement of Revenue and Direct
Operating Expenses

 Year Ended

 (Dollars in thousands)
 April 27, 2025

 Revenue
 $ 124,901

 Cost of products sold
 87,142

 Gross profit
 37,759

 Selling, distribution, and administrative expenses
 12,563

 Impairment loss
 25,980

 Operating loss
 $ (784 )

 See accompanying notes to special purpose
abbreviated financial statements.

 - 5 -

 DEL MONTE FOODS BROTH AND STOCK BUSINESS

 Notes to Special Purpose Abbreviated Financial
Statements

 April 27, 2025

 (Dollars in thousands)

 1. DESCRIPTION OF BUSINESS

 Del Monte Foods Holdings Limited and
certain of its affiliates (the “Company” or “Del Monte”) entered into an Asset Purchase Agreement (the “Agreement”)
on January 15, 2026 with B&G Foods North America, Inc. (the “Buyer”), which provides for the sale of certain
assets of Del Monte, pertaining to the Del Monte Foods Broth and Stock Business (the “Broth and Stock Business”). The sale
closed on March 19, 2026. The transaction included broth and stock product lines sold under the College Inn and Kitchen
Basics brands, certain trademarks and licensing agreements, and certain co-manufacturing agreements. The operating results for the
Broth and Stock Business were primarily included in Del Monte’s Flavor and Meal Enhancer (FLAME) segment. The accompanying special
purpose abbreviated financial statements for the Broth and Stock Business present the assets acquired as of April 27, 2025, and
the revenue and direct expenses for the fiscal year ended April 27, 2025.

 The accompanying special purpose abbreviated
financial statements consist of balances and activity of the Broth and Stock Business. The special purpose abbreviated financial statements
were prepared for the purpose of assisting the Buyer in complying with the rules and regulations of the Securities and Exchange
Commission. These special purpose abbreviated financial statements do not necessarily reflect what the results of operations, financial
position, or cash flows would have been had the Broth and Stock Business been a separate entity nor are they indicative of future results
of the Broth and Stock Business.

 2. SUMMARY OF ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying special purpose abbreviated
financial statements of the Broth and Stock Business have been prepared in accordance with U.S. generally accepted accounting principles
(“US GAAP”), and have been prepared for inclusion in the 8-K/A filing of the Buyer as required by Rule 3-05(e), “Financial
statements of business acquired or to be acquired”, of the United States Securities and Exchange Commission’s (SEC) Regulation
S-X. It is impracticable to prepare complete financial statements related to the Broth and Stock Business as it was not a separate legal
entity of Del Monte and never operated as a stand-alone business, division or subsidiary. Del Monte has never prepared full stand-alone
or full carve-out financial statements for the Broth and Stock Business and has never maintained distinct and separate accounts necessary
to prepare such financial statements. The special purpose abbreviated financial statements are based upon the Agreement and relief under
SEC Rule 3-05(e) as the acquisition by the Buyer meets the qualifying conditions established by the SEC to provide abbreviated
financial statements in lieu of full financial statements of the acquired business.

 These special purpose abbreviated
financial statements have been prepared on a “carve-out” basis from the consolidated financial statements of Del Monte using
the historical results of operations and assets and include allocations of income, expenses and assets from Del Monte.

 The statement of revenues and direct
expenses is not intended to be a complete presentation of the results of operations as if the Broth and Stock Business had operated independently
during the period presented. Further, we do not represent that the results as presented are indicative of the results of operations that
would have been achieved if the Broth and Stock Business had operated as a separate, stand-alone entity as of or for the period presented,
nor are they indicative of the financial condition or results of operations to be expected in the future due to changes in the business
and the omission of certain operating expenses as described below.

 - 6 -

 § Assets

 Assets acquired (e.g., inventories,
prepayments and intangible assets) were mainly allocated based on activity tied to a specific product identification number.

 No liabilities, contingent or otherwise,
were assumed by the Buyer.

 § Revenues

 Revenue associated with the transferred
business is directly identifiable within the transaction perimeter based on stock keeping unit (SKU)-level sales data recorded in the
Company’s ERP system. Gross sales are identified directly by SKU using invoice-level billing data. Trade spend associated with
promotional programs is identified through promotion codes assigned within the product hierarchy, linking promotional activity to specific
products or product categories.

 Other trade spend and sales deductions,
including spoilage allowances and cash discounts, are generally accumulated at the customer level rather than by SKU. Where these deductions
could not be directly linked to individual SKUs, the balances were allocated proportionally based on gross sales associated with the
transferred products, ensuring that these adjustments follow the revenue generated by those products.

 § Cost
 of Products Sold

 Cost of products sold includes product
acquisition costs, logistics costs, inventory write-offs, and supply chain support costs associated with the sourcing and distribution
of the transferred products. Where possible, costs are directly identified at the SKU level using procurement, shipment, or operational
records. Costs that could not be directly attributed to individual products were allocated using operational drivers such as Raw Product
Variety (RPV) classifications, logistics metrics, facility throughput populations, or gross sales, depending on the nature of the cost.

 Inventory revaluation represents differences
between actual procurement costs and standard product costs. These amounts are allocated using Raw Product Variety (RPV) classifications
maintained by Plants and Procurement Finance, which group products based on procurement and sourcing characteristics. Variances are subsequently
pushed down to the SKU level through the Anaplan model, ensuring cost adjustments follow the products generating the underlying sourcing
and supply chain activity.

 Distribution-related costs, including
transfer freight and warehousing, are allocated using shipment-based logistics metrics, such as freight rates per hundredweight (CWT)
and warehouse storage rates based on pallet positions assigned to SKUs. Where shipment identifiers or product references are available,
these costs are assigned directly to the related SKUs.

 Inventory damage and write-off costs
are identified at the SKU level where possible.

 § Selling,
 distribution, and administrative expenses (SD&A)

 Where SD&A costs are directly associated
with identifiable programs, SKUs, or shipments, they are assigned directly to those products. When the costs support multiple product
groups and could not be directly linked to the transferred products, the costs were allocated based on gross sales.

 Certain expenses, such as corporate
and administrative costs and research and development, are not tracked or monitored in a manner that would enable the development of
full financial statements. Such costs have not been allocated to the special purpose abbreviated financial statements and include general
overhead costs, such as corporate human resources, accounting, legal, and other administrative services; interest income or expense;
and income taxes. As such, only costs directly related to the revenue-generating activities of the Broth and Stock Business are included
in this special purpose abbreviated financial statement, as permitted by Rule 3-05 of Regulation S-X. The statement of revenue and
direct expenses includes allocations of certain costs directly related to revenue-generating activities as discussed in the policies
below. Management believes that the allocations are reasonable.

 - 7 -

 § Impairment
 Loss

 Impairment losses are identified based
on specific trademark.

 § Cash
 flow

 As the Broth and Stock Business has
historically been managed as part of the operations of the Company and has not been operated as a stand-alone entity, information about
the Broth and Stock Business’ operating, investing, and financing cash flows is not available. As such, statements of cash flows
are not presented in the special purpose abbreviated financial statements.

 § Income
 tax

 During the periods presented in the
special purpose abbreviated financial statements, the operations of the Broth and Stock Business were included in the consolidated U.S.
federal and state income tax returns filed by the Company. Provision for income taxes has not been presented in the special purpose abbreviated
financial statements as permissible under Rule 3-05(e).

 Inventories

 Inventories
are stated at the lower of cost or net realizable value. The cost of inventories is based on the first-in, first-out principle using
a standard costing system. Cost of processed inventories comprises all costs of purchase, costs of conversion, and other costs incurred
in bringing the inventories to their present location and condition. The costs of conversion include raw materials, direct labor, certain
freight and warehousing costs, and indirect overhead costs.

 Prepayments

 Prepaid expenses represent payments
made in advance of the receipt of goods or services and are recorded at cost. These amounts are expensed over the periods in which the
related goods or services are received or the benefits are realized, generally within one year.

 For purposes of the special purpose
abbreviated financial statements, only prepaid expenses that are directly identifiable to the Broth and Stock Business and expected to
be transferred to the Buyer have been included. These primarily consist of prepaid military disbursements, prepaid trade promotions,
and prepaid amounts associated with the Winn-Dixie customer.

 Intangible Assets

 The College Inn and Kitchen
Basics brands include both finite-lived and indefinite-lived assets. Finite-lived intangibles, such as customer relationships and
related non-compete agreements, are recorded at cost and amortized on a straight-line basis over their estimated useful lives, beginning
when the assets are placed in service. Indefinite-lived assets (trademarks) are not amortized and tested for impairment annually, or
more frequently if impairment exists.

 Amortization expense is recognized
in the abbreviated statement of operations within cost of sales or operating expenses on a straight-line basis over the estimated useful
lives of these intangible assets from the date that they are available for use.

 The estimated useful lives for customer
relationships and product formulations is 20 years.

 - 8 -

 Indefinite-lived intangible assets,
such as certain trademarks acquired through business combinations, are not amortized but are tested for impairment annually or more frequently
if indicators of impairment exist, in accordance with ASC 350, Intangibles—Goodwill & Other . Indefinite-lived
intangible assets are evaluated to identify whether the indefinite life classification remains appropriate each reporting period based
on relevant economic and legal factors.

 Revenue Recognition

 Revenue is recognized when the business
transfers control over a product to a customer. Revenue is measured based on the consideration specified in the contract with a customer
and excludes any amount collected on behalf of third parties.

 Sales of Goods. Sales of goods
pertain to the delivery of processed, packaged and labelled food products to customers which constitutes a single performance obligation.
Customers generally obtain control of goods when the goods are delivered to the specified destination.

 Each contract with a customer specifies
minimum quantity, fixed prices and effective period and is not subject to change for the contractual period unless mutually agreed by
the parties. Invoices are usually payable within 30 days from delivery.

 Discounts, Trade Promotions, and
Variable Amounts. Certain customers are entitled to, and in most cases avail of, cash discounts when payments are made within a defined
time frame. For certain contracts, a penalty may be charged for late deliveries. Variable amounts related to these discounts and penalties
are recorded using the agreed rates.

 Trade promotional allowances are provided
to retail and food service customers and also provides coupons to customers which are reimbursable when redeemed. Allowances and coupons
are generally considered as reductions of the transaction price when the revenue is recognized for transfer of goods.

 Variable amounts related to these
allowances and coupons are estimated using the expected value method and included in the transaction price to the extent it is highly
probable that a significant revenue reversal will not subsequently occur. Accruals for trade promotions are based on expected levels
of performance. Settlement typically occurs in subsequent periods primarily through an off-invoice allowance at the time of sale or through
an authorized process for deductions taken by a customer from amounts otherwise due. Evaluation of trade promotions are performed monthly,
and adjustments are made where appropriate to reflect changes in the estimates. Coupon redemption costs are accrued based on estimates
of redemption rates that are developed by management. Management’s estimates are based on recommendations from independent coupon
redemption clearing houses as well as historical information. Should actual redemption rates vary from amounts estimated, adjustments
may be required.

 Sales Returns and Warranties. Customers
generally do not have the right to return products other than for items that are damaged or defective. Expected replacements or credits
for damaged or defective products are estimated at the time revenue is recognized based on historical experience and recorded as a refund
liability when applicable. Replacements for damaged or defective products represent assurance-type warranties and do not constitute separate
performance obligations. Estimated warranty costs are accrued at the time of sale and are not material to the financial statements.

 - 9 -

 Cost of Products Sold

 Cost of products sold includes direct
and indirect costs associated with the production and procurement of inventory, including raw materials, direct labor, manufacturing
overhead, freight, and warehousing costs necessary to bring inventory to its present condition and location. Cost of products sold also
includes inventory write-downs and reserves for obsolescence, as well as depreciation of production-related assets and amortization of
certain intangible assets utilized in manufacturing.

 Selling, Distribution, and Administrative
(“SD&A”) Expenses

 In general, SD&A expenses are
expensed as incurred and include costs related to marketing, trade promotions, freight and logistics, variable selling and brokerage,
and selling-related general and administrative activities associated with revenue-generating operations.

 For purposes of the special purpose
abbreviated financial statements, SD&A expenses include only those costs directly attributable to the Broth and Stock Business and
exclude corporate general and administrative expenses and research and development costs.

 3. USE OF ESTIMATES

 The preparation of the special purpose
abbreviated financial statements in conformity with the accounting principles generally accepted in the United States of America (U.S.
GAAP) require management to make certain estimates and assumptions that affect the amounts reported in the special purpose abbreviated
financial statements and accompanying disclosures. Actual results could differ from these estimates. Further, these financial statements
include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if the Broth
and Stock Business had been operated as a separate entity, or the future results of the Broth and Stock Business. Refer to Note 5 for
further discussion of related estimates involved in the impairment assessment.

 4. INVENTORIES

 (in thousands)
 April 27, 2025

 At cost:

 Raw materials
 $ 25

 Work-in-process
 3,441

 3,466

 At net realizable value (NRV)

 Finished goods
 22,604

 $ 26,070

 The cost of inventories recognized at net realizable value
as of April 27, 2025, was $22.7 million. The cost of inventories recognized as expense during the year was $87.1 million.

 Source of estimation uncertainty

 Allowance for inventory obsolescence
and NRV

 An allowance for inventory obsolescence
is recognized when inventory items are specifically identified as obsolete, have remained unsold for a certain period, or have otherwise
experienced a decline in selling prices. Obsolescence is based on the physical and internal condition of inventory items. Obsolescence
is also established when inventory items are no longer marketable. Obsolete goods, when identified, are written off. In addition to an
allowance for specifically identified obsolete inventory, an estimation is made on a group basis based on the age of the inventory items.
The condition of its inventory is reviewed on a regular basis.

 - 10 -

 Estimates of NRV are based on the
most reliable evidence available at the time the estimates are made and reflect management’s assessment of the value at which inventories
are expected to be realized. These estimates take into consideration fluctuations of price or cost directly relating to events occurring
after the reporting date, to the extent that such events confirm conditions existing at the reporting date. Reviews are performed for
product movement, changes in customer demand, and introduction of new products, to identify inventories which should be written down
to its net realizable value, based on age, location, and standard business unit. The write-down of inventories is reviewed periodically.
An increase in write-down of inventories would increase the recorded cost of sales and decrease current assets. In accordance with ASC
330, Inventory, subsequent recoveries of previously recognized write-downs are not reversed.

 5. INTANGIBLE ASSETS

 (in thousands)

 Indefinite life

 trademarks

 Customer relationships

 and product formulations

 Total

 Cost

 At April 29, 2024

 $
 104,320

 19,847

 124,167

 Impairment

 (25,980
 )

 ‒

 (25,980
 )

 At April 27, 2025

 $
 78,340

 19,847

 98,187

 Accumulated amortization

 At April 29, 2024

 ‒

 7,756

 7,756

 Amortization

 ‒

 1,111

 1,111

 At April 27, 2025

 ‒

 8,867

 8,867

 Carrying Amount

 At April 27, 2025

 $
 78,340

 10,980

 89,320

 Indefinite-lived trademarks

 The indefinite life trademarks arose
from the acquisition of the “College Inn” trademark in the United States, Australia, Canada and Mexico markets and the acquisition
of “Kitchen Basics” trademark in the United States and Canada. Management has designated these assets as having indefinite
useful lives as the Company has exclusive access to the use of these trademarks on a royalty free basis and based on all relevant factors,
there is no foreseeable limit to the period over which the assets are expected to generate cash inflows for the entity.

 Changes in the carrying value of indefinite-lived
trademarks were

 (in thousands)
 As of April 27, 2025

 College Inn
 Kitchen Basics
 Total

 Balance at April 29, 2024
 $ 40,000
 $ 64,320
 $ 104,320

 Impairment losses
 ‒
 (25,980 )
 (25,980 )

 Balance at April 27, 2025
 $ 40,000
 $ 38,340
 $ 78,340

 Customer relationships and Product
Formulations

 Customer relationships relate to the
network of customers with established relationship through contracts. These are finite-lived intangible assets subject to amortization
and impairment testing under ASC 350-30 and ASC 360.

 - 11 -

 The following table summarizes the gross
carrying value, accumulated amortization, and net carrying value of amortizable customer relationships as of April 27, 2025, in
accordance with ASC 350-30-50-2(a):

 (In thousands)
 Gross

Carrying

Value
 Accumulated

 Amortization
 Impairment
 Net Carrying

 Value

 Customer Relationships

 College Inn
 $ 11,406
 (7,707 )
 ‒
 3,699

 Kitchen Basics
 5,012
 (689 )
 ‒
 4,323

 Product Formulations

 Kitchen Basics
 3,429
 (471 )
 ‒
 2,958

 Total
 $ 19,847
 (8,867 )
 ‒
 10,980

 The following table presents the remaining amortization
period for each customer relationship as of April 27, 2025:

 Amortizable Customer Relationships
 Remaining Amortization Period (Years)

 Customer Relationships – Consumer Products
 8.8

 Customer Relationships - Kitchen Basics
 17.3

 Product Formulations - Kitchen Basics
 17.3

 As finite-lived intangible assets, these customer relationships
are amortized over their estimated useful lives using a straight-line method in accordance with ASC 350-30. For fiscal year ended April 27,
2025, the finite-lived customer relationships amortization expense was $1.1 million.

 The estimated amortization expense for each of the next
five fiscal years is $5.5 million, with the remaining $5.4 million occurring thereafter.

 (Dollars in thousands)
 Remaining Amortization

 2026
 $ 1,111

 2027
 1,111

 2028
 1,111

 2029
 1,111

 2030
 1,111

 Thereafter
 5,425

 Amortization expense – finite-lived intangibles
 $ 10,980

 Impairment considerations

 Indefinite-lived intangible assets are tested for impairment
at least annually by comparing their estimated fair values to their respective carrying values. Under U.S. GAAP, indefinite-lived intangible
assets are tested individually in accordance with ASC 350. If the carrying amount exceeds fair value, an impairment loss is recognized.
Fair value is measured using valuation techniques consistent with the income and market approaches under ASC 820. Finite-lived intangible
assets are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable,
in accordance with ASC 360. Such events or circumstances may include, among others, a significant decline in market value, significant
adverse change to which the asset is being used, significant adverse change in legal factors that could affect the value, or an expectation
that the asset will be disposed of before the end of its previously estimated useful life.

 When indicators of impairment are present, a two-step process
of testing for recoverability and measuring the impairment loss is performed by comparing the carrying amount of the asset to the estimated
undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds the undiscounted
cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset's fair value.

 - 12 -

 Impairment
charges related to indefinite-lived intangible assets during the year ended April 27, 2025 are as follows:

 (in thousands)
 April 27, 2025

 College Inn
 $ 40,000

 Kitchen Basics
 64,320

 104,320

 Impairment loss
 (25,980 )

 Balance at April 27, 2025
 $ 78,340

 With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate
that the related long-lived intangible assets are recoverable.

 Sources of estimation uncertainty

 Estimating impairment of indefinite life intangible
assets

 An income approach is used to determine
the impairment of indefinite life intangible assets. An income approach estimates fair value of these assets based on the forecasts of
the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations
reflect a consideration of other marketplace participants and include the amount and timing of future cashflows (including expected growth
rates and profitability). Significant judgment by management is required to estimate the impact of macroeconomic and other factors on
future cashflows. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category
growth rates, competitive activities, cost containment and margin expansion, Company business plans, relative market position and the
discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect
the accuracy or validity of the estimates and assumptions. Estimating fair value requires the Company to project future cash flows for
each indefinite-lived asset and apply a discount rate reflecting market-participant assumptions about risk and return. Actual cash flows
will differ from these estimates as a result of differences between assumptions used and actual operations.

 With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate
that the related long-lived intangible assets are recoverable.

 Fair value measurements use valuation
techniques consistent with the income approach under ASC 820. Changes in discount rates, long-term margins or growth rates could significantly
affect the outcome of the impairment assessment.

 The fair value measurements for indefinite
life intangible assets are classified within Level 3 of the fair-value hierarchy as such measurements incorporate inputs that are not
directly observable. These values are determined based on estimates of assumptions that market participants would use in pricing the
asset.

 Estimating useful lives of customer
relationships

 The Company estimates the useful lives
of its customer relationships and based on the period over which the assets are expected to be available for use. The estimated useful
lives of the customer relationships are reviewed periodically and are updated if expectations differ from previous estimates due to legal
or other limits on the use of the assets. A reduction in the estimated useful lives of customer relationships would increase recorded
amortization expense and decrease total assets.

 - 13 -

 6. REVENUE

 Disaggregation of Revenue

 (in thousands)
 April 27, 2025

 College Inn
 $ 76,491

 Kitchen Basics
 48,410

 $ 124,901

 7. SUBSEQUENT EVENTS

 Subsequent events have been evaluated
through June 1, 2026, the date these special purpose abbreviated financial statements were available for issuance.

 - 14 -

EX-99.2 · EX. 99.2 - UNAUDITED SPECIAL PURPOSE ABBREVIATED INTERIM FINANCIAL STATEMENTS OF

EX-99.2
 4
 tm2616326d1_ex99-2.htm
 EX. 99.2 - UNAUDITED SPECIAL PURPOSE ABBREVIATED INTERIM FINANCIAL STATEMENTS OF COLLEGE INN AND KITCHEN BASICS

 Exhibit 99.2

 DEL MONTE FOODS HOLDINGS
LIMITED BROTH AND STOCK BUSINESS

 Special Purpose Abbreviated Financial Statements
(Unaudited) As of and For the Nine Months Ended

 January 25, 2026

 DEL MONTE FOODS BROTH
AND STOCK BUSINESS

 Statement of Assets Acquired (Unaudited)

 (Dollars in thousands)
 January 25, 2026

 Assets:

 Inventories
 20,232

 Prepayments
 1,451

 Intangible assets
 87,776

 Total assets
 $ 109,459

 See accompanying notes to special purpose
abbreviated financial statements.

 - 2 -

 DEL MONTE FOODS BROTH
AND STOCK BUSINESS

 Statement of Revenue and Direct
Expenses (Unaudited)

 Nine Months Ended

 (Dollars
 in thousands)
 January 25, 2026

 Revenue
 $ 93,130

 Cost of products sold
 65,678

 Gross profit
 27,452

 Selling, distribution, and administrative expenses
 9,185

 Impairment loss
 710

 Operating income
 $ 17,557

 See accompanying notes to special purpose
abbreviated financial statements.

 - 3 -

 DEL MONTE FOODS BROTH
AND STOCK BUSINESS

 Notes to Special Purpose
Abbreviated Financial Statements

 January 25, 2026

 (Dollars in thousands)

 1. DESCRIPTION OF BUSINESS

 Del Monte Foods Holdings Limited and
certain of its affiliates (the “Company” or “Del Monte”) entered into an Asset Purchase Agreement (the “Agreement”)
on January 15, 2026 with B&G Foods North America, Inc. (the “Buyer”), which provides for the sale of certain
assets of Del Monte, pertaining to the Del Monte Foods Broth and Stock Business (the “Broth and Stock Business”). The sale
closed on March 19, 2026. The transaction included broth and stock product lines sold under the College Inn and Kitchen
Basics brands, certain trademarks and licensing agreements and certain co-manufacturing agreements. The operating results for the
Broth and Stock Business were primarily included in Del Monte’s Flavor and Meal Enhancer (FLAME) segment. The accompanying special
purpose abbreviated financial statements for the Broth and Stock Business present the assets acquired as of January 25, 2026, and
the revenue and direct expenses for the nine months ended January 25, 2026.

 The accompanying special purpose abbreviated
financial statements consist of balances and activity of the Broth and Stock Business. The special purpose abbreviated financial statements
were prepared for the purpose of assisting the Buyer in complying with the rules and regulations of the Securities and Exchange
Commission. These special purpose abbreviated financial statements do not necessarily reflect what the results of operations, financial
position, or cash flows would have been had the Broth and Stock Business been a separate entity nor are they indicative of future results
of the Broth and Stock Business.

 These statements should be read in
conjunction with the audited financial statements and footnotes of the Broth and Stock Business for the fiscal year ended April 27,
2025 that are filed as an exhibit to the same Form 8-K/A to which these financial statements are filed as an exhibit. The accounting
policies used in preparing these financial statements are the same as those described in Note 2 and Note 3 to the audited financial statements
in this Form 8-K/A.

 2. INVENTORIES

 (in thousands)
 January 25, 2026

 At cost

 Raw materials
 $ 124

 Work-in-process
 2,632

 2,756

 At net realizable value (NRV)

 Finished goods
 17,476

 $ 20,232

 The cost of inventories recognized
at net realizable value as of January 25, 2026, was $17.6 million. The cost of inventories recognized as expense during the year
was $65.7 million.

 Source of estimation uncertainty

 Allowance for inventory obsolescence
and NRV

 An allowance for inventory obsolescence
is recognized when inventory items are specifically identified as obsolete, have remained unsold for a certain period, or have otherwise
experienced a decline in selling prices. Obsolescence is based on the physical and internal condition of inventory items. Obsolescence
is also established when inventory items are no longer marketable. Obsolete goods, when identified, are written off. In addition to an
allowance for specifically identified obsolete inventory, an estimation is made on a group basis based on the age of the inventory items.
The condition of its inventory is reviewed on a regular basis.

 - 4 -

 Estimates of NRV are based on the
most reliable evidence available at the time the estimates are made and reflect management’s assessment of the value at which inventories
are expected to be realized. These estimates take into consideration fluctuations of price or cost directly relating to events occurring
after the reporting date, to the extent that such events confirm conditions existing at the reporting date. Reviews are performed for
product movement, changes in customer demand, and introduction of new products, to identify inventories which should be written down
to its net realizable value, based on age, location, and standard business unit. The write-down of inventories is reviewed periodically.
An increase in write-down of inventories would increase the recorded cost of sales and decrease current assets. In accordance with ASC
330, Inventory, subsequent recoveries of previously recognized write-downs are not reversed.

 3. INTANGIBLE ASSETS

 (in thousands)
 Indefinite life

 trademarks
 Customer relationships

 and product formulations
 Total

 Cost

 At April 27, 2025
 $ 78,340
 19,847
 98,187

 Impairment
 (710 )
 ‒

 (710 )

 At January 25, 2026
 $ 77,630
 19,847
 97,477

 Accumulated amortization

 At April 27, 2025
 ‒
 8,867
 8,867

 Amortization
 ‒

 834
 834

 At January 25, 2026
 $ ‒

 9,701
 9,701

 Carrying Amount

 At April 27, 2025
 78,340
 10,980
 89,320

 At January 25, 2026
 $ 77,630
 10,146
 87,776

 Indefinite-lived trademarks

 The indefinite life trademarks arose
from the acquisition of the “College Inn” trademark in the United States, Australia, Canada and Mexico markets and the acquisition
of “Kitchen Basics” trademark in the United States and Canada. Management has designated these assets as having indefinite
useful lives as the Company has exclusive access to the use of these trademarks on a royalty free basis and based on all relevant factors,
there is no foreseeable limit to the period over which the assets are expected to generate cash inflows for the entity.

 - 5 -

 Changes in the carrying value of indefinite-lived
trademarks were

 (in thousands)
 As of January 25, 2026

 College Inn
 Kitchen Basics
 Total

 Balance at April 27, 2025
 $ 40,000
 $ 38,340
 $ 78,340

 Impairment losses
 -
 (710 )
 (710 )

 Balance at January 25, 2026
 $ 40,000
 $ 37,630
 $ 77,630

 Customer relationships and Product
Formulations

 Customer relationships relate to the
network of customers with established relationship through contracts. These are finite-lived intangible assets subject to amortization
and impairment testing under ASC 350-30 and ASC 360.

 The following table summarizes the gross carrying value,
accumulated amortization, and net carrying value of amortizable customer relationships as of January 25, 2026, in accordance with

ASC 350-30-50-2(a):

 (In thousands)
 Gross

Carrying

Value
 Accumulated

 Amortization
 Impairment
 Net Carrying

 Value

 Customer Relationships

 College Inn
 11,406
 (8,224 )
 ‒
 3,182

 Kitchen Basics
 5,012
 (877 )
 ‒
 4,135

 Product Formulations

 Kitchen Basics
 3,429
 (600 )
 ‒
 2,829

 Total
 19,847
 (9,701 )
 ‒
 10,146

 Impairment considerations

 Indefinite-lived intangible assets are tested for impairment
at least annually by comparing their estimated fair values to their respective carrying values. Under the accounting principles generally
accepted in the United States of America (U.S. GAAP), indefinite-lived intangible assets are tested individually in accordance with ASC
350. If the carrying amount exceeds fair value, an impairment loss is recognized. Fair value is measured using valuation techniques consistent
with the income and market approaches under ASC 820. Finite-lived intangible assets are reviewed for impairment when events or changes
in circumstances indicate that their carrying amounts may not be recoverable, in accordance with ASC 360. Such events or circumstances
may include, among others, a significant decline in market value, significant adverse change to which the asset is being used, significant
adverse change in legal factors that could affect the value, or an expectation that the asset will be disposed of before the end of its
previously estimated useful life.

 When indicators of impairment are present, a two-step process
of testing for recoverability and measuring the impairment loss is performed by comparing the carrying amount of the asset to the estimated
undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds the undiscounted
cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset's fair value.

 Impairment charges related to indefinite-lived
intangible assets during the nine months ended January 25, 2026 are as follows:

 - 6 -

 (in thousands)
 January 25, 2026

 Cost

 College Inn
 $ 40,000

 Kitchen Basics
 64,320

 104,320

 Impairment loss

 Balance at beginning of the year
 (25,980 )

 Impairment loss
 (710 )

 (26,690 )

 Balance at January 25, 2026
 $ 77,630

 With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate
that the related long-lived intangible assets may be recoverable.

 Sources of estimation uncertainty

 Estimating impairment of indefinite life intangible
assets

 An income approach is used to determine
the impairment of indefinite life intangible assets. An income approach estimates fair value of these assets based on the forecasts of
the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations
reflect a consideration of other marketplace participants and include the amount and timing of future cashflows (including expected growth
rates and profitability). Significant judgment by management is required to estimate the impact of macroeconomic and other factors on
future cashflows. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category
growth rates, competitive activities, cost containment and margin expansion, Company business plans, relative market position and the
discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect
the accuracy or validity of the estimates and assumptions. Estimating fair value requires the Company to project future cash flows for
each indefinite-lived asset and apply a discount rate reflecting market-participant assumptions about risk and return. Actual cash flows
will differ from these estimates as a result of differences between assumptions used and actual operations.

 With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate
that the related long-lived intangible assets may be recoverable.

 Fair value measurements use valuation
techniques consistent with the income approach under ASC 820. Changes in discount rates, long-term margins or growth rates could significantly
affect the outcome of the impairment assessment. The fair value measurements for indefinite life intangible assets are classified within
Level 3 of the fair-value hierarchy as such measurements incorporate inputs that are not directly observable. These values are determined
based on estimates of assumptions that market participants would use in pricing the asset.

 Estimating useful lives of customer
relationships

 The Company estimates the useful lives
of its customer relationships and based on the period over which the assets are expected to be available for use. The estimated useful
lives of the customer relationships are reviewed periodically and are updated if expectations differ from previous estimates due to legal
or other limits on the use of the assets. A reduction in the estimated useful lives of customer relationships would increase recorded
amortization expense and decrease total assets.

 - 7 -

 4. REVENUE

 Disaggregation of Revenue

 (in thousands)
 January 25, 2026

 College Inn
 $ 54,788

 Kitchen Basics
 38,342

 $ 93,130

 5. SUBSEQUENT EVENTS

 Subsequent events have been evaluated
through June 1, 2026, the date these special purpose interim abbreviated financial statements were available for issuance.

 - 8 -

EX-99.3 · EX. 99.3 - UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

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.

 - 2 -

 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.

 - 3 -

 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.

 - 4 -

 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.

 - 5 -

 (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 -

EX-23.1 · EX. 23.1 - CONSENT OF SYCIP GORRES VELAYO & CO.

EX-23.1
 2
 tm2616326d1_ex23-1.htm
 EX. 23.1 - CONSENT OF SYCIP GORRES VELAYO & CO.

 Exhibit 23.1

 Consent of Independent Auditors

 We consent to the incorporation by reference in the following Registration
Statements of B&G Foods, Inc.:

 1. Form S-3 No. 333-289226;

 2. Form S-8 No. 333-168845;

 3. Form S-8 No. 333-150903; and

 4. Form S-8 No. 333-272725

 of our report dated June 1, 2026, relating to the special purpose
abbreviated financial statements of Del Monte Foods Holdings Limited and subsidiaries’ Broth and Stock Business as of and for the
year ended April 27, 2025 appearing in this Current Report on Form 8-K/A of B&G Foods, Inc.

 SYCIP GORRES VELAYO & CO.

 /s/ SyCip Gorres Velayo & Co.

 Makati City, Philippines

 June 1, 2026