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UPLOAD Filing

B&G Foods, Inc.
Date: July 9, 2025 · CIK: 0001278027 · Accession: 0000000000-25-007222

Financial Reporting Internal Controls Risk Disclosure

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File numbers found in text: 001-32316

Date
July 9, 2025
Author
Division of
Form
UPLOAD
Company
B&G Foods, Inc.

Letter

Re: B&G Foods, Inc. Form 10-K for the Year Ended December 28, 2024 Filed February 25, 2025 Response dated May 23, 2025 File No. 001-32316 Dear Bruce Wacha:

July 9, 2025

Bruce Wacha Chief Financial Officer B&G Foods, Inc. Four Gatehall Drive Parsippany, New Jersey 07054

We have reviewed your May 23, 2025 response to our comment letter and have the following comments.

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 25, 2025 letter.

Form 10-K for the Year Ended December 28, 2004 Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies; Use of Estimates Goodwill and Other Intangible Assets, page 37

1. We have read your response to prior comment one. We note you plan to disclose the range of calculated fair values over book values for your indefinite-lived intangible assets and identify and disclose brands you consider at higher risk of impairment. For brands you consider to be at higher risk of impairment, please confirm you will also disclose and discuss the key assumptions used to estimate their fair values and the potential events or circumstances that could reasonable be expected to negatively those key assumptions. July 9, 2025 Page 2 2. We have read your response to prior comment five. Given the materiality of goodwill and intangible assets to your total assets and equity and your disclosure that sales strategies and promotional marketing spending are centered on individual brands, we continue to believe that disclosing net sales by material brand is meaningful and useful. We note your disclosures on page 38 of the book values of indefinite-lived trademarks for each brand whose net sales equaled or exceeded 3% of fiscal 2024 and fiscal 2023 net sales and for all other brands in aggregate; however, without also disclosing net sales by material brand, it is not clear to us how an investor would be able to assess the potential exposure and impairment risk related to these assets. Please provide such disclosures in MD&A in future filings. Consolidated Financial Statements (3) Acquisitions and Divestitures Divestiture of Green Giant U.S. Shelf-Stable Product Line, page 69

3. We have read your response to prior comment two. Please address the following: Revise future filings to clarify how trademarks were allocated to assets held for sale; and You state immediately prior to the sale, the realizable value of inventory exceeded the cost, as the inventory remained saleable in the ordinary course of business; however, after the broader group of assets was characterized as assets held for sale, the inventory lost its individual character and its impairment was recorded as part of an impairment of the group of assets held for sale. More fully explain to us what "the inventory lost its individual character" means and address why the inventory would not remain saleable at realizable value after the transfer to assets held for sale. Also, explain how you considered the guidance in ASC 420-10-S99- 3 in recording the related loss.

Please contact Ernest Greene at 202-551-3733 or Anne McConnell at 202-551-3709 if you have questions regarding comments on the financial statements and related matters.

Sincerely,
Division of
Corporation Finance
Office of
Manufacturing

Show Raw Text
<DOCUMENT>
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<TEXT>
 July 9, 2025

Bruce Wacha
Chief Financial Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054

 Re: B&G Foods, Inc.
 Form 10-K for the Year Ended December 28, 2024
 Filed February 25, 2025
 Response dated May 23, 2025
 File No. 001-32316
Dear Bruce Wacha:

 We have reviewed your May 23, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 25,
2025 letter.

Form 10-K for the Year Ended December 28, 2004
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies; Use of Estimates
Goodwill and Other Intangible Assets, page 37

1. We have read your response to prior comment one. We note you plan to
disclose the
 range of calculated fair values over book values for your
indefinite-lived intangible
 assets and identify and disclose brands you consider at higher risk of
impairment. For
 brands you consider to be at higher risk of impairment, please confirm
you will also
 disclose and discuss the key assumptions used to estimate their fair
values and the
 potential events or circumstances that could reasonable be expected to
negatively
 those key assumptions.
 July 9, 2025
Page 2
2. We have read your response to prior comment five. Given the materiality
of goodwill
 and intangible assets to your total assets and equity and your
disclosure that sales
 strategies and promotional marketing spending are centered on individual
brands, we
 continue to believe that disclosing net sales by material brand is
meaningful and
 useful. We note your disclosures on page 38 of the book values of
indefinite-lived
 trademarks for each brand whose net sales equaled or exceeded 3% of
fiscal 2024 and
 fiscal 2023 net sales and for all other brands in aggregate;
however, without also
 disclosing net sales by material brand, it is not clear to us how an
investor would be
 able to assess the potential exposure and impairment risk related to
these
 assets. Please provide such disclosures in MD&A in future filings.
Consolidated Financial Statements
(3) Acquisitions and Divestitures
Divestiture of Green Giant U.S. Shelf-Stable Product Line, page 69

3. We have read your response to prior comment two. Please address the
following:
 Revise future filings to clarify how trademarks were allocated to
assets held for
 sale; and
 You state immediately prior to the sale, the realizable value of
inventory exceeded
 the cost, as the inventory remained saleable in the ordinary course of
business;
 however, after the broader group of assets was characterized as assets
held for
 sale, the inventory lost its individual character and its impairment
was recorded as
 part of an impairment of the group of assets held for sale. More fully
explain to us
 what "the inventory lost its individual character" means and address
why the
 inventory would not remain saleable at realizable value after the
transfer to assets
 held for sale. Also, explain how you considered the guidance in ASC
420-10-S99-
 3 in recording the related loss.

 Please contact Ernest Greene at 202-551-3733 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>