Grade: F — Major Red Flags
Framework: Schilit *Financial Shenanigans* + Beneish M-Score + forensic accounting principles
Data: SEC EDGAR 10-K (Filed 2025-07-10, FY ended May 25, 2025) + Yahoo Finance
Auditor: KPMG LLP — Unqualified opinion (1 critical audit matter: Birds Eye intangible asset recoverability)
One-line verdict: Conagra should be flagged for elimination due to an unsustainable balance sheet. Goodwill and intangibles of $12.9B represent 145% of shareholder equity, while cash on hand of $68M covers just 1% of $8.1B in total debt. The filing reveals $598.6M in cumulative impairment charges over two years across goodwill and indefinite-lived intangible assets, with KPMG specifically flagging the Birds Eye trademark valuation as a critical audit matter. Revenue declined 3.6% to $11.6B, Walmart alone accounts for approximately 29% of consolidated net sales, and the Z-Score of 1.95 sits in the grey zone. The books are not manipulated — M-Score of -2.67 passes cleanly — but the balance sheet carries the scars of the 2018 Pinnacle Foods acquisition and is now actively writing down intangible values.
| Metric | Result |
|---|---|
| ❌ Red Flags | **2** (Cash-to-debt, goodwill/intangibles vs equity) |
| ⚠️ Watch Items | **1** (Leverage 4.1x) |
| Checks Completed | **17/18** (1 N/A: impairment data) |
| Beneish M-Score | **-2.67** (clean; threshold is -2.22) |
| Auditor | KPMG LLP — Unqualified opinion, 1 critical audit matter |
A Shrinking Revenue Base with Massive Intangible Overhang
Per the income statement in the 10-K:
| Metric | FY2023 | FY2024 | FY2025 | Trend |
|---|---|---|---|---|
| Net Sales | $12.3B | $12.1B | $11.6B | Declining 3 consecutive years |
| Net Income | $683.6M | $347.2M | $1,152.5M | Volatile (FY2024 hit by impairments) |
| Gross Margin | 26.6% | 27.7% | 25.9% | Reverting downward |
| Net Margin | 5.6% | 2.9% | 9.9% | FY2024 was impairment-depressed |
| Goodwill Impairment | — | $526.5M | — | Concentrated in FY2024 |
| Intangible Impairment | $589.2M | $430.2M | $72.1M | Three consecutive years |
The filing shows three consecutive fiscal years of intangible asset impairment charges: $589.2M (FY2023), $430.2M (FY2024), and $72.1M (FY2025). FY2024 additionally recorded $526.5M in goodwill impairment. Total destruction of intangible value over three years: approximately $1.6 billion.
Net income of $1,152.5M in FY2025 looks healthy, but the prior year's $347.2M was depressed by nearly $1B in combined impairment charges. Equity method investment earnings contributed $182.4M (Ardent Mills joint venture), meaning roughly 16% of pre-tax income came from a business Conagra doesn't control.
Cash Flow: Adequate but Deteriorating
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Operating Cash Flow | $995.4M | $2,015.6M | $1,691.9M |
| Net Income | $683.6M | $347.2M | $1,152.5M |
| **CFFO / Net Income** | **1.46** | **5.81** | **1.47** |
| Free Cash Flow | $633.2M | $1,627.5M | $1,302.6M |
CFFO/NI of 1.47 is healthy — profits are backed by cash. The elevated FY2024 ratio of 5.81 was an artifact of non-cash impairment charges depressing the denominator. Free cash flow of $1.3B provides adequate debt service coverage, but with $8.1B in debt and only $68M in cash, there is zero margin for operational disruption.
The 18-Point Screening
Revenue Quality
| # | Check | Result | Detail |
|---|---|---|---|
| A1 | DSO Change | ✅ | DSO 24 days, -2 days YoY (improving) |
| A2 | AR vs Revenue Growth | ✅ | AR -11.7% vs revenue -3.6% |
| A3 | Revenue vs CFFO | ✅ | Revenue -3.6%, CFFO -16.1% |
Revenue quality is clean. Receivables are declining faster than revenue, and DSO is improving.
Expense Quality
| # | Check | Result | Detail |
|---|---|---|---|
| B1 | Inventory vs COGS | ✅ | Inventory +3.4% vs COGS -1.2% |
| B2 | CapEx vs Revenue | ✅ | CapEx +0.3% vs revenue -3.6% |
| B3 | SG&A Ratio | ✅ | SG&A/Gross Profit = 51.2% |
| B4 | Gross Margin | ✅ | Gross margin 25.9%, -1.8pp |
No expense red flags. The slight margin compression reflects the reality of a branded food company competing with private label in a deflationary environment.
Cash Flow Quality
| # | Check | Result | Detail |
|---|---|---|---|
| C1 | CFFO vs Net Income | ✅ | CFFO/NI = 1.47 |
| C2 | Free Cash Flow | ✅ | FCF $1.3B, FCF/NI = 1.13 |
| C3 | Accruals Ratio | ✅ | -2.6% |
| C4 | Cash vs Debt | ❌ | Cash $68M covers only 1% of debt $8.1B |
C4 — Near-zero cash reserves. $68M in cash against $8.1B in debt is extreme even for a consumer staples company. Conagra operates on revolving credit facilities rather than cash reserves, but any disruption to credit markets would leave the company unable to meet near-term obligations.
Balance Sheet
| # | Check | Result | Detail |
|---|---|---|---|
| D1 | Goodwill + Intangibles | ❌ | $12.9B = 145% of equity |
| D2 | Leverage | ⚠️ | Debt/EBITDA = 4.1x |
| D3 | Soft Asset Growth | ✅ | Other assets +1.1% vs revenue -3.6% |
| D4 | Asset Impairment | — | No write-off data |
D1 — Goodwill exceeds equity. As of May 25, 2025, the filing states "we had goodwill of $10.50 billion and other intangibles of $2.42 billion." This $12.9B in intangible assets sitting on a $8.9B total equity base means that if goodwill were written to zero, Conagra's equity would be deeply negative. The Z-Score of 1.95 confirms the balance sheet sits in the grey zone.
Acquisition Risk
| # | Check | Result | Detail |
|---|---|---|---|
| E1 | Serial Acquirer FCF | ✅ | FCF after acquisitions positive |
| E2 | Goodwill Surge | ✅ | Goodwill+Intangibles +1% YoY |
Manipulation Score
| # | Check | Result | Detail |
|---|---|---|---|
| F1 | Beneish M-Score | ✅ | -2.67 (unlikely manipulator) |
Key Risks from the 10-K
1. Birds Eye Brand Under Impairment Watch
KPMG's sole critical audit matter: "We identified the evaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset" because it "involves significant judgment." The filing confirms $72.1M in indefinite-lived intangible impairment charges in FY2025 and notes that the valuation uses "a discounted cash flow method that incorporates an estimated royalty rate." If Birds Eye continues underperforming, further write-downs are likely.
2. Walmart Concentration — 29% of Revenue
The filing discloses: "Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 29% of consolidated net sales." Losing shelf space at a single retailer could eliminate billions in revenue.
3. Serial Impairment Pattern
Three consecutive years of intangible asset impairments totaling approximately $1.6B signal that the Pinnacle Foods acquisition premium is being systematically written off. The filing warns: "If current expectations for growth rates for sales and profits are not met...we may be required in the future to record impairment of the carrying value of goodwill or other indefinite-lived intangible assets."
4. Declining Revenue in a Deflationary Food Environment
Net sales declined from $12.3B (FY2023) to $11.6B (FY2025). The filing attributes this to volume and mix pressures across segments. Consumer trade-down to private label is a structural headwind for branded food companies.
Summary
Grade: F. The balance sheet is the problem.
Conagra's income statement and cash flow are adequate — CFFO/NI of 1.47, FCF of $1.3B, and a clean M-Score. The operations are not fraudulent; they're just carrying the legacy of an acquisition that overpaid. Goodwill of $10.5B from the 2018 Pinnacle Foods deal dominates the balance sheet, and three consecutive years of intangible impairment charges confirm the company is slowly acknowledging this overpayment. With $68M in cash against $8.1B in debt, Debt/EBITDA of 4.1x, and a Z-Score in the grey zone, any material disruption — a recession, a Walmart de-listing, an interest rate spike — could stress this company beyond its capacity to absorb.
**Disclaimer**: This report is based on Conagra Brands' FY2025 10-K filed with SEC EDGAR on July 10, 2025. This is NOT investment advice.
Data: SEC EDGAR 10-K + Yahoo Finance
Auditor: KPMG LLP (Unqualified opinion, 1 critical audit matter — Birds Eye intangible recoverability)
Fiscal year ended: May 25, 2025
