B&G Foods, Inc. Stock

Welcome back, everybody. And I hope everybody is staying engaged in what I know a very long day, but hopefully, a really, really productive one. So for our last fireside of today, we're going to welcome back to our stage, B&G Foods. With us today are newly appointed President and CEO, Rob Mills; and CFO, Bruce Wacha. Thank you both for joining us.

Thank you.

And congratulations, Rob.

Thank you.

Yes. Maybe a good place to start, perhaps a natural place to start is your decision to step into the CEO role. You've served on the B&G Foods Board for the past 8 years. So unlike many incoming CEOs, you already have a fairly deep understanding of the company's brands, capabilities and challenges. What ultimately attracted you to the opportunity and as you move from the boardroom into the CEO seat, I guess where do you think the greatest disconnect may exist between sort of B&G Foods underlying potential and its recent performance?

Yes. So I was on the B&G Foods Board for about 8.5 years. Been in the role for 4 weeks now. And what I will say is, fundamentally, I think the strategy is on track. I had the opportunity to oversee kind of the governance and then move into kind of the execution of running the day-to-day operation. And to me, that's what excited me because I saw tons of opportunities with B&G Foods.

When I think about the first 4 weeks, we have really put a lot of focus on going brand by brand and understanding where are there opportunities to either grow the brand, stabilize the brand or is there investments that are fundamentally something that we have to do transformational with the brand. And I would kind of sum it up into 4 areas.

One is there's an opportunity around profitable consumption. Over the last couple of years, it feels like the organization has gotten distracted and was not putting the place or the focus on consumption. So how do we shift our energy to profitable consumption? I think the team has done a great job of reshaping the portfolio. That's never ending, and that will continue to go on.

But with that, how do we ensure that we're sharper on our priorities, drive better execution and then ultimately look at how do we drive EBITDA expansion, margin improvement through different type of initiatives. So all those are the themes that makes me really excited about taking on this role, but it's going to be about execution, speed of delivery, a sense of urgency and then leveraging my background coming from a retailer and knowing the retailer mindset as well as the digital mindset, how do you lean in to use data to make faster decisions.

And having been on the Board for a number of years, you presumably had a role in helping shape and overseeing the company's sort of existing strategy. And now you're responsible for executing it day-to-day, which elements of that strategy do you believe remain fundamentally right? And where do you think a different approach, maybe greater urgency or a higher level of accountability may be required?

Yes. So once again, I think the team has done a really good job of managing the portfolio. There's been a lot of changes over the last 3 years to strengthen our portfolio with the divestiture of Green Giant, cost, looking at our SG&A, rightsizing of the organization, all the above. And once again, that's going to be an ongoing effort that we're always going to look at. When I think about areas that we're going to double down on, it is going to be looking at how do we look and spend our marketing dollars.

So today, we really take the approach of kind of major programs. I don't believe for a midsized cap company, we need to. What we need to do is really focus on clear priorities and how we're executing with great focus and taking the dollars that we have and really putting to work for us. And through retail media, through digital, all the above, how we could hone in and really drive around brand awareness, equity and then more importantly, contribute to the retailers around their digital strategy as well. So there's a little bit of a strategy shift there that will occur.

And then the last component, it is going to be about operational excellence. And what I mean by that, I know that's a buzzy word, but it is about how we run our plants and our manufacture with strong productivity, labor standards that ultimately will improve our cost structure, but how do we drive volume back into the plants that will improve the profitability of our products and our plant operations.

As you think about the next 12 to 18 months, what are the sort of 2 or 3 operational or financial metrics that you think will matter most in assessing whether the business is beginning to move in the right direction? Is the immediate priority stabilizing branded retail consumption, improving cash generation, reducing leverage? Or do those objectives need to progress more or less simultaneously?

Yes. So there's going to be a lot of parallel efforts here to keep a focus on where we need to go. It's going to be really 4 key. One, profitable consumption, both for tracked as well as non-track metrics. We've over-indexed and kind of changed our messaging over the past couple of years to really focus on non-track, and we have to win in both. And so consumption profitable, EBITDA, how do we continue to grow and expand our EBITDA, which ultimately then leads into how we could pay down debt, deleverage at a faster rate and have a clear path to the acceleration of our deleverage position.

And then lastly, our brand awareness, which ties right back into consumption. Do we have relevant brands? Are we priced right? Are we selling at the rate that we expect? And to me, it's a cylinder, it's a flywheel that will create that ultimately will grow better profitability, more sales and deleverage at a faster rate.

I know one of the more difficult aspects of evaluating B&G is the divergence, which you touched on just before, between measured retail trends and the total sort of base business. I think roughly 40% of the portfolio now sits outside traditional measured channels. In areas such as foodservice, Canada, private brand spices have generally performed better, but measured branded retail consumption rate remains challenged. How do you assess the underlying health of the business when those 2 pieces are moving so differently? And which one should investors view as the better leading indicator of future performance?

Yes. So it's pretty simple. We have to win in both. As you noted, we are doing extremely well in kind of the non-tracked channels, clubs, dollar, web, Canada, private label, et cetera. And this is an area that teams focused on over the last couple of years, and it's a key part of our strategy, and it will continue to be a key part of our strategy, especially when you look at plant utilization and where we can continue to take market share.

With that being said, retail is the core of what our brands exist for, and we have underperformed there. We have to have a greater sense of urgency. We have to make sure our capital and our resource dollars. So allocation is going to be really key to the critical brands that will help accelerate our growth in that and specifically around consumption. And then more importantly, how do we take some of the smaller brands and play into that and lean into it for maybe just really small incremental dollars where we could have some wins.

A great example of Grandma's, it is typically used for baking. We're very strong within the baking category. But is there extensions now into other seasons? So think about Easter or Father's Day for grilling, et cetera. So for very minimal marketing dollars, how do you actually shift that and drive more occasion using that brand with using better insights around marketing and marketing data.

After base business sales increased 2.8% in the first quarter, supported by positive volume, it declined 2.9% in the second as volume fell 4.3%. Some of that reflected the holiday shipping calendar, but you also acknowledge that performance in the retail branded portfolio needs to improve. What do you see as the principal causes of that deterioration? How much is attributable to the consumer and category environment versus B&G specific issues around assortment, distribution, pricing or execution?

Yes. So the whole category, the whole industry is under a lot of pressure and the consumer is too. And I'm a firm believer, own what you can control and make sure we execute that very well. And that's where we need to double down. I think when it comes to pricing and having clear pricing architecture strategies for some of our brands, that's an opportunity for us. In some cases, we might be raising price. In other cases, we might need to look at a price decrease to balance both EBITDA as well as sales and driving overall consumption.

I wouldn't say there's a silver bullet for one, and you're not going to see a major transformation that will occur or a big project that's going to solve this. It is all about being hyper focused, clear priorities for the team that somewhat has been distracted over the last couple of years for various reasons, but on what brands we're going to invest in, where we're going to double down and how do we drive that consumption.

And Andrew, just another piece because you mentioned it. We had a pretty strong first quarter. Second quarter, from a sales standpoint, there were some timing nuances. But through the first 6 months, we're flat on a base business concept. For 8 months, we're actually up a little bit on a base business concept. We're tracking very comfortably to where our guidance is at $1.735 billion to $1.775 billion, which is premised on being kind of flattish to the base.

We're on track for that. And so one of the things that we want to make sure people understand is there may be this concept of a malaise in the center of store. We're performing from a top line standpoint. There are pieces that are performing better. There are pieces that are -- need to work, as you asked and as Rob answered. But I think we're making progress in terms of stabilizing that top line.

And just one last to add on to that. We don't fundamentally believe that the center store is dead. We absolutely feel like there are challenges, and there's been some decreases, but we could do better. And you look at College Inn and Kitchen Basics, which, by the way, I'm very excited, and I think that's another great example of how we're leveraging our -- making smart investment decisions and the teams have done a great job. But those categories, those brands are very much alive and well in the center store.

Packaged food volumes overall have been challenged now for longer than I think most companies in the industry or investors initially expected. As you evaluate B&G's portfolio, how do you distinguish between brands experiencing maybe more cyclical pressure from a constrained consumer and brands that maybe have a more structural relevance or competitiveness issue? And does that distinction change how willing you are to invest behind harvest or potentially exit an asset?

So to me, that is the number one question for all our brands. We have to go brand by brand and understand, is it structural? Or is it a moment in time? Is it macro? And more importantly, what's driving? What's the household penetration? What are the trends in the brand? What are the trends in the category? Are we priced correctly? Is there innovation?

And ultimately, through this process that we're going through, you're going to see us make a decision on there's going to be specific brands or categories. Baking could be a great example. We're going to double down. And because we can win, we have that right to win in that category. And it's something that we can control and we could execute well, where there might be different trends within certain other categories or products that we'll pull away from.

Spices & Flavor Solutions has been one of the better performing parts of the portfolio at different points, supported by foodservice, club and private brand relationships as well as investments in manufacturing capacity. At the same time, measured branded trends have been more mixed, including some distribution shifting from brands such as Tone's and Weber into partner brand products. How do you think about the right long-term balance between growing the branded, private brand and foodservice pieces of the business, particularly given the different margin and brand equity implications of each?

So private label plays a big part of our spice portfolio. And ultimately, it's doing great. It's having strong growth. We believe that private label within some of those categories makes a lot of sense. It drives up productivity. So there's an offset to the margin. But also at the same time that we feel that we could double down and look at our branded products and compete very successfully with them. So I think it's going to be a balance between where we're going to go deeper in and how we look at private label, pricing and having a strong pricing architecture for each of the brands and the categories is what's going to allow us to win there.

Because College Inn and Kitchen Basics were acquired in March, the upcoming fall and winter period will certainly represent the first meaningful peak season under B&G ownership. I guess what have you learned during the integration so far where you needed to repair or rebuild capabilities following the prior owner's bankruptcy process? And what would you be watching to assess whether the first full season has been successful?

So this business is extremely promotional for -- I'm sure everyone is aware. And as we enter this season, I mean, broth are in stock, are bought all year round, but Q4 is an area that you see heavy seasonal promotion. We feel like we're priced right with the right promotions going into the season. For College Inn, it's #2 brand in the Northeast, and we have to defend and maintain that position.

And some of it might come with our pricing and architecture and how we're thinking about promotional opportunities. associated with that brand. And then what I would say with Kitchen, it's a premium brand. It has grown under our watch over the last few months. And we also see a tremendous opportunity to expand that and potentially take the brand into other categories.

Second quarter adjusted EBITDA margin improved despite the sales decline. But the quarter also benefited from portfolio mix, SG&A reduction and the tariff refund. If we strip away, I guess, some of those discrete and sort of transitional items, how would you characterize the underlying earnings power of the current portfolio? And what are the most important drivers of sustainable margin expansion from here?

Yes. So certainly, in the second quarter, we had a lot of puts and takes. There were good guys that you mentioned. There was also some investments in price that we made in some of our key brands. I think that's the margin structure. Those positives, some of the risks around costs, around freight, fuel, et cetera, those are all baked into our guidance for the year. We're tracking just like we are on sales, we're tracking to that guidance from an EBITDA standpoint. We feel pretty comfortable with that.

You've indicated that at least some of the tariff refund or other favorability may be reinvested behind the business. And given the need to stabilize branded retail trends, how do you determine sort of the appropriate balance between reinvesting upside to improve demand and allowing it to flow through to EBITDA and cash flow, particularly when leverage and interest expense, right, remain elevated?

Yes. And there's a portion of that where it's going to pay for itself. And so we've got to drive some sales with those investments around whether it's pricing or marketing. There's certainly a portion of trying to manage to a full year EBITDA number. And so you've got some flexibility in there to make trade-offs. They're not all in the same brand, and they're not all in the same sectors. And so you'll see some of our performances across business units. There's a mix, but together, they're kind of working.

A lot of the equity conversation centers around improving the top line. But from a credit perspective, right, the more immediate focus remains leverage and refinancing risk. You've discussed getting leverage closer to 6x and ultimately below that level. But with the 2031 refinancing now completed at a meaningfully higher interest rate than the debt it replaced, how are you thinking about the next several turns of deleveraging from here? And what leverage level do you believe is necessary before B&G can once again access capital markets, maybe on more attractive terms? And what gives you the confidence in sort of your ability to get there?

Yes. So we are striving to get back to that 4.5, 5.5x leverage ratio. We made pretty good progress last year, bringing leverage down. The divestitures of the various pieces of Green Giant have helped that as to have more stable performance. From an acquisition standpoint, we had an opportunity with College Inn and Kitchen Basics to buy those at really attractive multiples through the bankruptcy process, where they're actually deleveraging transactions.

We need to bring our leverage down, but we're also focused on investing in the business. If you look at our senior secured debt and our term loan, those are trading at pretty reasonable levels. And so we think we still have access to the high-yield markets. We've been issuing high-yield debt since the mid-'90s. We expect to continue. Part of that means that there's always a maturity. So we'll handle our '28 maturity and then we'll have a '29 maturity. It's sort of the nature of the capital structure and always will be.

When you think about the company's normalized free cash flow over the next 12 to 18 months, which you estimate it will be positive. How do you consider the need to reinvest to drive growth, fund the dividend, position yourself to be able to absorb higher interest costs when the 8% '28 notes come up for refinancing at the go current point. We're all pulling for lower rates. But what happens if the current status quo continues?

Look, we're going to have to just continue to drive towards better performance. There's a little bit of walk and chew gum. And so you're highlighting -- all are very valid priorities for us of reducing debt of maintaining our ratios, paying interest expense. We think our equity investors appreciate the dividend. And so we're trying to do it all. We think we're in a much better situation now than where we were last year at this point in time. And we've strung together 4 or 5 pretty reasonable quarters in a row from a performance standpoint.

How critical is it to get the final Green Giant sale in Canada done? Do you have a time line to resolution? Would you keep it if needed? And will that business require maybe a working capital investment this year that affects normalized cash flow?

Yes. So we're in a process. We have a buyer. There's a regulatory review process. We're hoping to get to a completion of that by the end of the year. It's been delayed. It's frustrating. But we still think it's a good transaction for all parties involved, including the consumers in Canada. If we don't sell that business, we'll run it better. We think there are other buyers for the business, and so we'll drive to a conclusion. But it is the #1 brand in Canada for canned vegetables and for frozen vegetables. And so we think it's a valuable asset. I think there's a number of options, but certainly, we have a transaction we'd like to complete.

Rob, your background includes digital commerce, technology, data and large-scale transformation capabilities that B&G has specifically highlighted as sort of relevant to its next phase. Where do you see the most practical opportunities to apply those capabilities within B&G, whether in demand forecasting, revenue growth management, supply chain planning, customer analytics? And how quickly could they begin to have like a measurable financial impact?

Yes. So first thing, I'm not trying to turn B&G into a tech company, which you throw out the word AI might help the stock a little bit. But with that being said, I am a firm believer in technology and data could help accelerate and address business challenges. And with that being said, it's about using data and using that data to drive speed and make more effective decisions. And those discussions are well underway about how do we start putting that a part of our DNA.

Measurable outcomes will come with time as you start seeing performance improve over and over. What I will say is I feel like we have a good foundation in place with the data that we have, but we could accelerate our thinking, especially around marketing, the consumer insights and more importantly, even the different channels and using that data to help influence innovation, pricing decisions and overall just consumption, which is our primary goal.

One possible challenge for B&G is the company still manages a broad collection of smaller brands across multiple categories, customers and channels. Does the organization currently have the right structure and capabilities to manage that complexity effectively, do you think? And are there opportunities maybe to simplify decision-making or concentrate resources behind sort of fewer priorities?

Yes. I think this is B&G's number one opportunity or within the top 5, no doubt. So complexity is not necessarily bad unless it starts slowing you down. And I do think we have created structures in place that at times has created us a level of inefficiency, especially with how we're running plants as well as our marketing spend and the efficiency of how we're using our dollars and to drive new customer acquisition. And so those are areas that we are definitely focused on as we're going through brand reviews and more importantly, just the fundamentals of the organization, what needs to change.

B&G has already made obviously substantial progress in reshaping the portfolio, including divesting several lower margin and more working capital-intensive assets while acquiring College Inn and Kitchen Basics. As you assess the portfolio sort of -- I mean, fresh eyes, at least in the CEO role, how close are the company to the portfolio you ultimately want to own? What characteristics will determine whether a brand is viewed as sort of a core growth platform, a cash-generating asset or a candidate for divestiture?

Yes. So through my eyes and feel free, Bruce to chime in here. So one, it has to have relevance with the consumer. It has to be on trend. It has to be priced appropriately. And more importantly, we have to be able to co-pack it or manufacture it to the needs of -- to the customers. And it has to have a growth path by ensuring that we're putting the right investment behind it that we're confident that you're going to see the growth that we're expecting.

With that being said, there are plenty of brands out there that does not need a lot of investment that generates a lot of cash. And so we'll continue to leverage those brands to generate the cash and then drive a level of innovation to introduce new brands that will hopefully just enhance the category. I look at the work that we've done on College Inn and Kitchen Basics. This is a great example where I think we've leveraged and made a smart investment.

We brought in 2 brands at a lower multiple that's able to be accretive on day 1 to our overall margin structure, and it is an on-trend demand with that consumer. We need more of those -- but the smaller brands, there's clearly opportunities there to take them and then help accelerate or to generate more cash out of them.

Yes. And Andrew, the big lift for us from a portfolio review, rationalization, strategic review is Green Giant. We're kind of closing days of that. That was a big effort from a total portfolio reshaping. I think over time, we still expect to be a net acquirer. And so looking for other College Inn, Kitchen Basics, Clabber Girl type transactions where we can add an attractive brand and categories that we think have pretty reasonable characteristics.

As far as divestitures, we're also -- we're realist. We're an M&A vehicle. We will always be reviewing our portfolio. If there's an opportunity either because it's a smaller brand and it's more relevant for somebody else to own than us to make those decisions or several years ago, we had a very nice snack business that we sold at a big multiple. Those are opportunistic and good options as well.

I mean with branded retail volumes still under pressure, how are you thinking about fixed cost absorption across the manufacturing network? Do you believe the current footprint is appropriately sized for sort of the post-divestiture portfolio? Or could further network optimization, co-man opportunities or private brand volume need to sort of improve utilization and returns?

Yes. So one of the things to keep in mind is not perfect math, but we're about 50-50 between self-manufactured and contract manufacturing. And so in some cases, volume loss, particularly if it's not good margin or it's not profitable. If it's a co-pack business, it's not as alarming or concerning. Where we have factories, we've got some. So take a dozen factories. We've got some like our spice facility, where we are continuing to invest in new equipment and new lines to be able to boost production and meet demand because it's a growing category.

And it's a factory that's appropriately stretched. We have some where we're looking at other opportunities to bring in-house where we can drive volumes and improve kind of absorption in the math across those for the brands that are competing. So it's a little bit of a mix. But just a reminder, again, for B&G, we're heading towards a flattish year from the sales. It's not a sales decline year. And then as a reminder, we're half contract manufacturing, half self.

Over the last 18 months, B&G has simultaneously pursued divestitures and acquisition, debt reduction, a dividend reset. As we move beyond the Green Giant portfolio review and sort of what may be a more normalized or stable environment for the company, can you walk us through the capital allocation framework from here? Specifically, how do investors think about the relative priority of debt reduction, acquisitions, reinvestment and protecting the dividend, particularly while leverage remains elevated?

Yes. So we've always looked at things as an EBITDA less CapEx, cash interest and cash taxes. For us, that math has to work. Historically, there was about a 50% allocation of that EBITDA less CapEx, cash taxes and cash dividends or cash interest for dividends and half for debt reduction. With the recent dividend change, that's probably more 1/3 for the dividend and 2/3 for debt reduction.

Okay. Got it. Maybe a good way to wrap up. One of the arguments in favor of the recent portfolio transformation is that while the company may be somewhat smaller, the resulting portfolio should be more cash generative, less working capital intensive and more stable. As you sit here today, I guess, how much better is the quality of B&G's free cash flow maybe compared to where it was before the Green Giant review began? And where do you still see opportunities to improve cash conversion further?

Yes. I mean the problem with Green Giant, it's a fabulous brand. It's iconic, #2 in the U.S. and then frozen #1 in Canada. The problem with that business for us is we're not an agricultural company. There is a heavy seasonal pack where if you timed it perfectly, you were buying all of your inventory at the end of the pack season and you were timing it such that you sold that inventory and finished on fumes for the next pack season.

We never really got that perfectly. It's not really what we are. There's seasonal businesses where we have, there's a build. There's a build for College Inn and Kitchen Basics, but it's much smaller. It's product with a longer shelf life. For us, we think our cash flow, our working capital cycle is very much improved. Part of the reason around Green Giant strategic review was cash, and it was getting out of that vicious working capital cycle.

Okay. Good. All right. Maybe that's a good place to wrap it up in here. Please join us over in the breakout. And please join me in thanking Rob and Bruce for being here today. Thank you.

Good day, and welcome to the B&G Foods Second Quarter 2026 Earnings Call. Today's call, which is being recorded is scheduled to last about an hour, including remarks by B&G Foods management and the question-and-answer session.

I would now like to turn the call over to AJ Schwabe, Director, Corporate Strategy and Business Development for B&G Foods. AJ?

Good afternoon, and thank you for joining us. With me today is Bruce Wacha, our Chief Financial Officer. You can access detailed financial information on the quarter and the earnings release we issued today, which is available at the Investor Relations section of bgfoods.com.

Before we begin our formal remarks, I need to remind everyone that part of the discussion today includes forward-looking statements. These statements are not guarantees of future performance, and therefore, undue reliance should not be placed upon them. We refer you to B&G Foods' most recent annual report on Form 10-K and subsequent SEC filings for a more detailed discussion of the risks that could impact our company's future operating results and financial condition.

B&G Foods undertakes no obligation to publicly update or revise any forward-looking statements. whether as a result of new information, future events or otherwise. We will also be making references on today's call to the non-GAAP financial measures, adjusted EBITDA, segment adjusted EBITDA, adjusted net income, adjusted diluted earnings per share, adjusted gross profit, adjusted gross profit percentage, base business net sales and segment adjusted expenses.

Reconciliations of these financial measures to the most directly comparable GAAP financial measures are provided in today's earnings release. Bruce will begin the call with opening remarks and discuss various factors that affected our results selected business highlights and his thoughts concerning the outlook for the remainder of fiscal 2026 and beyond.

I would now like to turn the call over to Bruce.

Thank you, AJ. Good afternoon, everyone. Thank you for joining us today. I'm going to cover a number of topics on our call this afternoon, which will include our change in CEO and why we are so excited to have Rob Mills join our executive leadership team at B&G Foods.

Our portfolio reshaping efforts, which consists of the divestitures of low-margin, working capital-intensive business, including Green Giant U.S. frozen, Le Sueur U.S. shelf-stable and the Don Pepino brand over the past 12 months. The establishment of our Green Giant U.S. Frozen contract manufacturing business which we expect to provide a modest but consistent contribution to adjusted EBITDA and cash flows as well as the acquisition of the higher-margin cash-generative College Inn and Kitchen Basics broth.

Our second quarter results, which demonstrate our ability to grow adjusted EBITDA and net cash provided by operating activities despite a challenging industry backdrop, and an update on our fiscal 2026 guidance, which we are reaffirming at previous levels across net sales, adjusted EBITDA and adjusted diluted earnings per share. While it has taken time to implement this portfolio reshaping and we are still evolving today, we can see the green shoots as our business results continue to improve and we continue to better position ourselves for a more steady and more balanced financial performance in the future.

Now before I move on to our performance in the second quarter, I'd like to take a moment to comment on our CEO transition and the appointment of Rob Mills as our Chief Executive Officer. Having served on our Board of Directors for the past 8 years, Rob brings a unique combination of deep knowledge of our company and extensive operating experience. He understands our brands, our customers, our opportunities and importantly, the challenges that we need to address. This familiarity significantly reduces the traditional transition period for a new CEO and positions Rob to move quickly establish clear priorities and accelerate the actions necessary to improve execution, strengthen the business and create sustainable shareholder value.

Rob's experience is particularly well aligned with what B&G Foods needs at this point in our evolution. He joins us from Tractor Supply Company, where he has held senior executive leadership roles spanning strategy, digital commerce, technology and business operations with direct P&L accountability. During his tenure, Rob helped lead large-scale transformation and growth initiatives across a complex multibillion-dollar public company while building deep experience in digital, data, AI, productivity and operating execution.

Rob also brings extensive M&A and corporate development experience, including evaluating, acquiring and integrating businesses. This combination gives Rob a broad perspective on organic and inorganic value creation, disciplined capital allocation and active portfolio management. Rob comes into this role with a strong sense of urgency and a clear understanding of B&G Foods.

During his first 90 days, he intends to spend considerable time with our employees, customers, business partners and shareholders, listening and developing. An even deeper understanding of the challenges and opportunities in front of us. His 8 years on our Board provide an important head start allowing him to use this period not simply to learn the business, but to quickly establish priorities and begin translating these priorities into action.

Rob's immediate focus will be on strengthening execution, maximizing the potential of our core brands, improving productivity and cash generation and accelerating the strategies that can return the business to sustainable growth. Rob is excited about the future of B&G Foods and the opportunity to build upon the strength of our brands, while bringing new capabilities and greater speed to the organization, and so am I.

We believe that his experience in digital transformation, data and AI can help us modernize how we operate, better understand and serve our customers, consumers and improve decision-making and identify new opportunities for growth and productivity. Rob is also looking forward to engaging directly with the analyst and investor community in the months and years ahead. And sharing more about his priorities and vision for B&G Foods.

We believe that Rob has the right combination of institutional knowledge, operating experience, strategic leadership, M&A expertise and transformation capabilities to move quickly, make disciplined decisions and accelerate value creation for our shareholders. We are very excited to have Rob as part of the B&G Foods family. Rob will be joining our third quarter earnings call in November.

And now back to the quarter. For the second quarter of 2026, we generated $383.3 million in net sales, a net loss of $4 million or $0.05 per diluted share. Adjusted net income of $4.9 million or $0.06 per adjusted diluted share, adjusted EBITDA of $60.4 million and adjusted EBITDA as a percentage of net sales of 15.8%.

As we review our second quarter 2026 results, we will highlight the impact of our various M&A transactions, which include the divestitures of the Don Pepino and Le Sueur U.S. brands in the summer of 2025 and the divestiture of the Green Giant U.S. Frozen business in early March 2026. Simultaneous with the Green Giant U.S. frozen divestiture, we commenced the contract manufacturing business pursuant to which we produce Green Giant U.S. frozen products at our vegetable manufacturing facility in Mexico on behalf of the new owner of the Green Giant U.S. frozen business.

In addition, we acquired the College Inn and Kitchen Basics broth in late March of 2026. Unless otherwise noted, the three divestitures are included in our Q2 2025 financials but not our Q2 2026 financials. While the new contract manufacturing business and the acquired brands, are included in our Q2 2026 financials, but not our Q2 2025 financials.

Because the divestiture of the Green Giant Canada has not yet closed, there is no impact to our net sales or adjusted EBITDA. However, because Green Giant Canada is classified as an asset held for sale for accounting purposes, the pending divestiture does impact how Green Giant Canada assets are carried on our balance sheet and within certain line items of our P&L.

We expect the Green Giant Canada divestiture to close during the third quarter and look forward to providing an update after the divestiture has been completed. Net sales for the quarter 2026 decreased by $41.1 million or 9.7% to $383.3 million from $424.4 million for the second quarter of 2025.

The decrease was primarily attributable to the Green Giant U.S. frozen, Le Sueur U.S. shelf-stable and Don Pepino brand divestitures, partially offset by incremental net sales from the Green Giant U.S. frozen contract manufacturing business and the acquisition of the College Inn and Kitchen Basics broth.

Net sales of divested brands contributed approximately $68 million to Q2 2025 net sales. Net sales of acquired brands plus the contract manufacturing business contributed approximately $37 million in net sales during the second quarter of 2026.

Base business net sales for the second quarter of 2026 decreased by $10.2 million or 2.9% to $346.3 million as compared to $356.5 million for the second quarter of 2025. The decrease in base business net sales was driven by a decrease in volume of $15.5 million or 4.3% of base business net sales, partially offset by an increase in net pricing and product mix of $5.1 million or 1.4% of base business net sales and the positive impact of foreign currency of $0.2 million or 0.1% of net sales.

The timing of the Fourth of July holiday cost us about 1.5 shipping days in the quarter or approximately $5 million to $7 million of net sales in the second quarter of 2026. For the year-to-date period, base business net sales are on track with our plan and were essentially flat or up $0.2 million to $711.4 million for the first 2 quarters of 2026, from $711.2 million for the first 2 quarters of 2025.

Gross profit was $79.6 million for the second quarter of 2026 or 20.8% of net sales and adjusted gross profit was $83.7 million or 21.8% of net sales. Gross profit was $87 million for the second quarter of 2025 or 20.5% of net sales and adjusted gross profit was $89.1 million or 21% of net sales.

Gross profit as a percentage of net sales increased due to the acquisition of higher-margin College Inn and Kitchen Basics broth, the divestiture of the lower-margin Green Giant U.S. frozen business and certain tariff refunds received from the U.S. government during our second quarter.

Selling, general and administrative expenses decreased by $6.6 million or 14% to $40.6 million for the second quarter of 2026 from $47.2 million for the second quarter of 2025. The decrease was comprised of a decrease in warehouse expenses of $3.7 million, general and administrative expenses of $2.7 million, consumer marketing expenses of $1.7 million and selling expenses of $0.8 million. These were partially offset by an increase in acquisition divestiture-related and nonrecurring expenses of $2.3 million.

Expressed as a percentage of net sales, selling, general and administrative expenses improved by 0.5 percentage points to 10.6% for the second quarter of 2026, as compared to 11.1% for the second quarter of 2025. We continue to follow these costs closely, and we are taking steps to reduce our ongoing SG&A commitments to better reflect the size of our business going forward, minimizing the impact of stranded costs on our overhead structure from recent divestitures.

We generated $60.4 million of adjusted EBITDA or 15.8% of net sales in the second quarter of 2026 compared to $58 million or 13.7% in the second quarter of 2025. The increase in adjusted EBITDA was primarily attributable to the acquisition of the College Inn and Kitchen Basics broth, the divestiture of the Green Giant U.S. frozen business the commencement of the Green Giant U.S. frozen contract manufacturing business and tariff refunds received from the U.S. government during the second quarter.

Net interest increased $2.7 million or 7.5% to $38.5 million for the second quarter of 2026 from $35.8 million for the second quarter of 2025. The increase in net interest expense was primarily attributable to an increase in average long-term debt outstanding during the second quarter of 2026, relative to the average long-term debt outstanding during the second quarter of 2025 and the 11% interest rate on our new senior unsecured notes due 2031.

During the second quarter of 2026, net interest expense was also negatively impacted in connection with our debt refinancing because the new 11% senior unsecured notes due 2031 were issued on June 10 2026 prior to the redemption of our 5.25% senior unsecured notes due 2027. And therefore, during a 24-day period, we incurred interest expense on both sets of notes, which was only partially offset by the interest earned on the net proceeds of the issuance of the 11% senior unsecured notes due 2031.

Depreciation and amortization was $14.5 million in the second quarter of 2026 compared to $16.7 million in the second quarter of 2025. We had a net loss of $4 million or $0.05 per diluted share for the second quarter of 2026 compared to a net loss of $9.8 million or $0.12 per diluted share for the second quarter of 2025.

The net loss for the second quarter of 2026 was primarily attributable to approximately $9.7 million of acquisition divestiture-related expenses and nonrecurring expenses, including certain organizational restructuring efforts to reduce the cost overhang related to the divestitures.

We had adjusted net income of $4.9 million or $0.06 per diluted adjusted share in the second quarter of 2026. In the second quarter of 2025, we had adjusted net income of $2.9 million or $0.04 per adjusted diluted share. Adjustments to our EBITDA and net income are further described in our earnings release that was issued today and our 10-Q, which we expect to release later this week.

I would now like to touch on the results by business unit for the second quarter. Net sales for Spices and Flavor Solutions increased by $0.1 million or 0.1% in the second quarter of 2026 to $96.6 million from $96.5 million in the second quarter of 2025.

Spices and Flavor Solutions segment adjusted EBITDA increased by $7 million or 29% in the second quarter of 2026 compared to the second quarter of 2025. The increase in segment adjusted EBITDA was primarily due to an increase in net pricing and the impact of product mix. An improved cost environment for spices relative to the prior year and tariff refunds received from the U.S. government during the second quarter.

Net sales for Meals increased $6.4 million or 6.2% in the second quarter of 2026 to $110.5 million from $104.1 million for the second quarter of 2025. The acquisition of College Inn and Kitchen Basics broth added approximately $13.2 million of net sales during the quarter.

Meals segment adjusted EBITDA increased by approximately $0.1 million primarily driven by the acquisition, which offset declines in certain brands. Net sales for Specialty decreased by $5.9 million or 4.4% in the second quarter of 2026 and to $128.9 million from $134.9 million in the second quarter of 2025. The decrease was due in part to the divestiture of the Don Pepino business, which generated $1.8 million of net sales in the second quarter of 2025.

Specialty segment adjusted EBITDA decreased by $8.9 million in the second quarter of 2026 and compared to the second quarter of 2025. The decrease was due in part to the divestiture of the Don Pepino business, certain unfavorable cost comparisons in raw materials, increased manufacturing expenses and our investment in Crisco oil pricing, which on the positive side, benefited from increased volumes in the quarter.

Financial performance for the Frozen and Vegetable unit during the second quarter of 2026 and the second quarter of 2025 are not comparable due to the impact of the Le Sueur U.S. and Green Giant U.S. frozen divestitures and the impact of our new contract manufacturing agreement for Green Giant U.S. frozen.

Net sales of Green Giant Canada remained strong and increased by $0.5 million or 2.4% to $23.4 million for the second quarter of 2026 compared to $22.9 million for the second quarter of 2025.

Separately, the new Green Giant U.S. frozen contract manufacturing business generated $23.9 million in net sales during its first full quarter of operation following our sale of the Green Giant U.S. frozen business. Our team is looking to build this business, add new customers and increase its volumes.

Before I discuss 2026 guidance, I'd like to remind the audience that we continue to live in unpredictable times and depending on the day we are at war in the Middle East. Our 2026 guidance reflects only what we know today, and for example, does not factor in significant changes in inflation, tariff policies or the potential impact of escalation and conflicts in Eastern Europe, the Middle East or Latin America could have on our results.

Also, please note that our guidance reflects the expected impacts only of acquisitions and divestitures that have already closed. In other words, our guidance reflects the expected impacts of Don Pepino, Le Sueur U.S. and Green Giant U.S. frozen divestitures, the commencement of the Green Giant U.S. frozen contract manufacturing business and the College Inn and Kitchen Basics acquisition. But our guidance does not reflect the expected impact from the pending Green Giant Canada divestiture because that divestiture has not yet closed.

Also as a reminder, our guidance reflects that fiscal 2026 and has one fewer week than fiscal 2025, which had a 53rd week. The benefit of the 53rd week was included in our fiscal 2025 results, and we will lap that benefit of approximately $18 million in net sales during the fiscal fourth quarter of 2026.

That said, we are reaffirming our guidance. We are maintaining fiscal 2026 net sales guidance in the range of $1.735 billion to $1.775 billion, adjusted EBITDA guidance in the range of $275 million to $290 million and adjusted EBITDA as a percentage of net sales in the range of approximately 15.8% to 16.3%. And based on this guidance, we still expect adjusted diluted earnings per share to be in a range of $0.575 to $0.675 per share.

Additionally, we expect for full year 2026, interest expense of $157.5 million to $162.5 million, including cash interest of $150 million to $155 million; depreciation expense of $40 million to $45 million; amortization expense of $17 million to $19 million. Cash taxes of approximately $5 million or less, an effective tax rate of 26% to 27% and CapEx will likely be at the lower end of our $30 million to $35 million target.

As a reminder, we are making strong progress against our long-term goals, which include improving the base business net sales trends of the core business to the long-term objective of 0% to 2% growth.

Reshaping the portfolio for future growth stability, higher margins and strong cash flows, proactively managing our capital structure by using excess cash flow and the net proceeds of divestitures to facilitate debt reduction and ultimately, to fund strategic acquisitions. We believe that we have the ability, even in a challenging environment for packaged food companies to maintain a stable base business and enhance our performance through our growth by acquisition strategy while simultaneously returning a meaningful portion of our excess cash to investors through our long-standing commitment to both debt reduction and a healthy dividend policy. We are very excited about the future of B&G Foods, and we thank you for turning into our earnings call this afternoon.

This concludes our remarks, and now we would like to begin the Q&A portion of our call. Operator?

[Operator Instructions]. Your first question comes from Andrew Lazar with Barclays. Please go ahead.

Maybe to start off, can you maybe quantify how much the tariff refund benefited EBITDA in the quarter and what your expectation would be for that benefit for the full year, if there's more to come?

Yes. We haven't disclosed the number. It's relatively modest. If you go back to kind of 2025 results and as we articulated then, we have about $8 million to $9 million of total incremental tariff exposure. That included tariffs where we were the direct importer of record and where we were not the importer of record.

Where we were the importer of record is about a little bit less than half of that, and that's largely what we got back in the second quarter. We expect to get some more back throughout the remainder of the year and in certain cases, we'll invest that in the business on a go-forward basis.

Got it. All right. And then I think on the last call, there was quite a bit of discussion around potential inflation building even outside of just soybean oil as it relates to Crisco but other items, too. And that might necessitate some incremental pricing moves, despite it being sort of a challenging environment for everyone.

Where do you stand on inflation at this stage for this year? What might that mean for pricing? And have you taken any or planned to? And then what sort of elasticity should we be thinking about this time around, just given the consumers under sort of more pressure than perhaps in the last couple of rounds of pricing the industry took?

Yes. I think on our last call, we were right around the time where both diesel fuel oil kind of West Texas Brent, and soybean oil were all at their peak levels. So they're a little bit inside of where they were before with a couple of moves up and down. That's still the largest area where we've seen inflation so far this year.

There's a little bit coming in spices as well. but that's primarily where we've seen it. We haven't seen people taking pricing on fuel costs, but we certainly have seen that within vegetable oil. And our expectation is to cover that inflation where we can.

Right. And kind of the way that you've done it on Crisco in the past, whatever it is, a year or 2 with that new process.

Next question is David Palmer with Evercore. Please go ahead.

I wanted to ask you about non-measured channels. I think last quarter that might have been up low double digits or at least some sort of double digits, and now it feels like it might maybe up low single digits. Wondering how your -- what reason there is for that? And how you're thinking about non-measured going into the second half?

Yes, we're still seeing pretty strong growth across some of our non-measured channels. Canada has been strong, continues to be strong. The foodservice where we have it The foodservice where we have it to be pretty strong. And then within spices, our private brands relationship continues to be strong as well as some of the other ones.

We still see that strength. It's up, it's offsetting some of the damage in the regular tracked channels. But quite frankly, we need to improve the performance of our retail branded business. And I think that's a lot of the focus that Rob is going to bring on a go-forward basis.

Okay. And just with regard to what we're seeing when we look at some of the scanner data, it looks like spices is under pressure, but you're having some areas of strength elsewhere like Cream of Wheat.

Could you maybe make a comment about the wins and losses and where you see the most opportunity near and medium term with the branded business? And I'll pass it on.

Yes. We're actually seeing pretty good trends in our hot breakfast overall, which would be Cream of Wheat, McCann's and the pure maple syrup, Grandma's Molasses scissor pockets so its strength in there.

On the spices, where there's a little bit of noise, there's some shift in some of the brands, particularly around Tone's and Weber that are going from branded to partner brands. So that creates a little bit of the distortion that you're seeing. But look, we need to improve our performance across the board. We've had really good performance in some of the non-tracked channels. We need to see further improvement in the tracked channels as well.

Next question, Robert Moskow with TD Cowen. Please go ahead.

Maybe I'll just go right to that last point. Tone's and Weber are going from brands to partner brands. Is that new, Bruce? And can you give a little more context as to what the rationale for that is?

Yes. It's a continuation of what we've seen over time. We saw this very much early on when we bought the ACH business in like 2016, 2017, and then we're just seeing sort of the follow-through there. So in a couple of spots, we're losing Tone's distribution, and it's being replaced with us providing distribution of similar products, similar amount of SKUs on the private brand side.

Okay. But you're not recharacterizing those two brands as like private label or work to detail or anything like that?

No, we're keeping those brands. And look, we want to improve the performance in those brands.

Okay. Got it. And can you touch on College Inn and Kitchen Basics. The sales were lighter than what we had forecasted. Maybe we got the seasonality wrong. But can you talk to your early learnings on those two?

Yes. Sales for both, I think, are just a little bit ahead of where we had forecasted, but maybe we were a little bit more conservative than you were. I think within consumption, there's a little bit of softness in College Inn, which we knew when we bought this #2 Northeast regional brand. We have to price it right. I think under the last year or 2 of prior ownership, particularly leading up to the bankruptcy and post bankruptcy, we think it was mispriced in the market. And so we are fixing that.

We're looking forward to a strong holiday season. We kind of knew what we were getting here, which is something we got to really protect and drive cash flows with but manage that brand as it is, which is a #2 Northeast regional player where it's been around for a long time and makes good money where we sell it.

Kitchen Basics, I think we continue to be surprised by this business. We really like it. We think it's got some growth opportunity in addition to having some pretty good margins. The category has been pretty good. To be fair, it's off-season, but people are still buying a lot of broths and stocks in the summer, but it is off season.

And so it's a little bit smaller. The true test for us really will be as we integrate during the winter months, the more additional soup season in the third and fourth and first quarter.

Next question Karru Martinson of Jefferies.

I couldn't help but notice a couple of comments here on implementing portfolio reshaping active portfolio management. You've done a lot of the heavy lifting here. Is there more to do? Or are there pockets when you look at your portfolio that you want to accelerate on?

I think, Karru, there's always more to do with B&G. We tend to be pretty active in M&A, and we're focused on improving our portfolio. I think a big focus for the last 1.5 years has been the Green Giant strategic review. And so we're nearing the end of that. And so that's a big lift there.

There are still things that we'll look at opportunistically across the portfolio from the divestiture standpoint, but I wouldn't put a big expectation there. College Inn and Kitchen Basics we want and we expect to do more things like that in the future where we're adding some nice incremental growth in sales and profitability of our business.

And I'm sorry, I missed it. Did you give a tariff refund number?

We did not. It's not a huge number.

Next question, Hale Holden with Barclays.

Bruce, on the tariff refunds, which I think as you outlined is all in the spices line. Was that part of your original guidance? Or is that something that's sort of a put and take as you came across it in the middle of the year?

We always knew that it was out there. It's probably a put and take as it factors in, and we've got a little bit of both here. As we always do.

Yes. And when you think about risk to the next 2 quarters that gets you to the low end or the high end of that guidance range. Maybe you could talk through some of the puts and takes that you're seeing on the ground?

Yes. I think if you look at the guidance that we laid out, and it's a little bit more moving pieces because of the M&A transactions to be within the to be within our range. It is kind of a flat to down 2% in net sales kind of base business and then plus or minus the rest of the M&A. And so we're not looking for anything heroic.

We feel comfortable where we are. We do know that we love the 53rd week last year, and you'll hear me cry about it when we give our fourth quarter results this year, but we feel like we're on pace given where we are year-to-date.

Great. And then just last question is anything changed in Canada or we're just waiting on the regulatory process there?

Waiting on the regulatory process. We're chomping at the bit to get completed, just like I'm sure you guys already hear about it, but it takes time.

I'm sure you are. I appreciate it.

Next question, Carla Casella with JPMorgan.

Just 1 follow-up on Hale's Q, you mentioned Canada. So the $1.735 billion to $1.775 billion revenue, that includes the Canada business because it hasn't been sold, right?

Yes. We're going to include Canada in our numbers until we

sell it until the transaction is done.

And the proceeds, originally, we were using a placeholder of $60 million, but I think that's when the assets held for sale were closer to that amount. Would the proceeds be now closer to the $32 million assets held for sale?

Yes. And proceeds are going to move around as inventory moves. And so the one thing to keep in mind is we announced this transaction, I think, back in the third quarter around where we're near peak inventory levels. Second quarter, we're near trough inventory levels. We're coming in the pack season right now.

And so inventory will be higher and therefore, value that we receive in the transaction will be higher. So it's kind of yes to both of your numbers. Ultimately, it will probably be closer to the September of last year number, but we'll see.

And it's just going to match whatever is on the assets held for sale, though there's no incremental amount?

There's moving pieces within that, and there's a small true-up on top of it.

Okay. And then just with the asset sale versus the acquisitions, as you look at the overhead costs, are you sitting on stranded costs? Or are there -- is there a need to add in additional overhead with College Inn.

I'm just trying to get a sense for like a good run rate for SG&A. It came down nicely this quarter a lot lower than we expected. And I'm just trying to get a sense for whether you need to add costs back in? Or is there still more room to cut costs?

I think you'll continue to see costs reduced into early third quarter. And then we should be largely at a run rate from there.

Okay. And then can you just talk to the M&A environment? Like are you -- are there assets out there, things that you would look at? Or could you consider further asset sales to accelerate balance sheet improvement?

We're always looking at both. There are deals that are being announced. There are deals that have been speculated on for some period of time that they're kind of sideways and haven't been announced. We've seen some large deals get signed and completed in our general kind of space. There's stuff out there.

I think it's a matter of finding things at the right price, whether we're buying or selling and I don't know what the next thing is, but at some point, there will be another one. We continue to look for ways to improve our portfolio over time.

[Operator Instructions] Next question comes from William Reuter with Bank of America.

So just to make sure I understand where we are on the tariffs. So I think you said it was $8 million or $9 million. You were the importer of record for less than half of that I think you got most of that back in the second quarter. Will you be receiving proceeds where you were not the importer of record, Will those vendors be, I guess, sending those proceeds that they received to you?

Where appropriate, we're going to do our best we can to recover every dollar.

Okay. All right. And so I guess that could be a little bit of a tailwind to your results in the second half of the year. Is that right?

It could. Just keep in mind, like the relative size of this is not massive.

Yes. Understood. And then we're hearing -- you had mentioned that you were not pushing through fuel surcharges and you weren't hearing of others doing the same. Freight, excluding fuel, domestic freight charges are pretty elevated. Is that putting pressure on your margins in the back half of the year?

I mean, defined pressure. It's not helping margins in the back half of the year, but it's not -- for us, fuel is just one part of our logistics cost. We need every penny -- so yes, it's put a little bit of pressure. And like we said, we've got a lot of puts and takes, and so we've got to find some to offset it.

Got it. And then just lastly for me...

Certainly, the fuel impact is not radically different than where it was the last time we spoke. In fact, it's probably better or less scary or less bad.

Right. Okay. And then I can't remember the actual number. You said it was something in the 20s, the revenue from the contract manufacturing, where are you at in terms of -- is that business profitable at this scale? Or do you need to add business in order for that to generate EBITDA?

It's about -- it's running at about $25 million, give or take, maybe just a hair under that per quarter. And so annualized, that might be just under $100 million. That will not be the 2026 number because we really only started running that in the second quarter.

The business is modestly profitable, not game changer, but modestly profitable, and it's a benefit to EBITDA. We want that to be a sustainable business, we would love to grow it, and we want to continue to service our largest customer as well as possible.

Got it. I guess this will be the last one, I promise. How challenging do you think it's going to be to add incremental customers and volume to that facility?

I mean, it's selling, it takes effort, but we actually think we've got a really good facility. And we've got a couple of nice little wins already on it, but not a game changer, but nice little business that we have, and we want to continue to run.

There are no further questions. This concludes today's teleconference. You may disconnect your lines at this time, and we thank you for your participation.

Hello, and welcome to the Annual Meeting of Stockholders of B&G Foods. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Casey Keller, President, Chief Executive Officer and a Director of B&G Foods. Mr. Keller, the floor is yours.

Good morning. I'm Casey Keller, President, Chief Executive Officer and Director of B&G Foods. On behalf of the directors and officers of B&G Foods, I'd like to welcome you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of B&G Foods.

We're holding this Annual Meeting of Stockholders in an audio-only virtual format, which has the benefit of improving meeting efficiency and reducing costs.

I will act as Chairman of this meeting. And at this time, I would like to call this Annual Meeting of Stockholders to order.

I would first like to introduce each of the other current directors of the company who are in attendance today. Steve Sherrill, the Chair of the Board; DeAnn Brunts; Debra Martin Chase; Chuck Marcy, Rob Mills; Dennis Mullen; Cheryl Palmer; Alf Poe; and Dave Wenner. Each of us is also standing for reelection.

I would now like to introduce the following Executive Vice Presidents of B&G Foods, Bruce Wacha, Executive Vice President of Finance and Chief Financial Officer; Eric Hart, Executive Vice President of Human Resources and Chief Human Resources Officer; Scott Lerner, Executive Vice President and General Counsel, Secretary and Chief Compliance Officer; Martin Schoch, Executive Vice President of Supply Chain; John Ozgopoyan, Executive Vice President of Sales. Scott Lerner will act as the Secretary of this meeting.

Also in attendance are Jay Green and Lauren Smith of KPMG, the company's independent registered public accounting firm.

The stated items of business for this meeting are: one, the election of 10 directors to serve until the 2027 Annual Meeting of Stockholders; two, an advisory vote on the executive compensation commonly referred to as a say-on-pay vote; and three, the ratification of the appointment of KPMG as our independent registered public accounting firm.

To have an orderly meeting, after the proposals are presented, I will ask if there are any questions or comments. I ask that you restrict your remarks to the proposals that are before us. Stockholders may submit questions by clicking on the Q&A tab on the meeting center site.

Time has been allotted later in the meeting for any appropriate questions you may have concerning the company. Please review and adhere to the rules of conduct that are posted on the meeting center site.

We will now proceed with the voting on the proposals. If you have voted your shares in advance of the meeting by one of the methods described in the proxy materials for the meeting, there is no need to vote those shares during the meeting. If you have not already voted your shares in advance of the meeting, you may vote by following the instructions on the meeting site. An industry solution has been agreed to that we expect will allow the vast majority of beneficial owners, those stockholders whose shares are held in the name of a broker, bank or other nominee, to vote their shares during the meeting using the control number received with their voting instructions form. Please note, however, that this option is not available to all beneficial owners, and the inability to provide this option to any or all beneficial owners in no way impacts the validity of today's meeting.

For those beneficial owners who do not have this option, you will not be able to vote your shares electronically during the meeting today, unless you have obtained a proxy executed in your favor from the institution that holds your shares and have previously submitted a proxy to Computershare and received a confirmation of your registration with a control number from Computershare in accordance with procedures described in the proxy statement. Your vote must be cast before the polls are closed.

The polls will be closed at the end of the general discussion and my CEO report to stockholders. Again, please be assured that there will be an opportunity later in the meeting for stockholders to ask general questions regarding the company.

We will now begin the formal business of this meeting. Mr. Lerner, will you present -- will you please present the notice of meeting.

I present to this meeting an affidavit of Computershare, the transfer agent for the company's common stock, which states that the Notice of Annual Meeting was mailed on April 10, 2026, to all holders of record of the company's common stock as of the close of business on March 24, 2026. The notice of meeting and the affidavit will be filed with the records of the company.

The report of the Inspector of Election certifies that there are in attendance at the annual meeting or by proxy, stockholders entitled to cast at least the majority of the votes which all stockholders are entitled to cast.

Thank you, Secretary. In view of that report, I declare that a quorum is present and the meeting is duly constituted. We are now ready to proceed with the transaction of business.

The Board of Directors has appointed Kerri Shenkin of Computershare to act as inspector of election for this meeting. The inspector is in attendance and has taken her oath of office, which I direct to be filed with the minutes of this meeting. Inspector has a list of stockholders of the company indicating the name, address and number of shares held by each holder of the company's common stock as of the record date certified by the company's transfer agent. The secretary will file a copy of the list of stockholders with the records of the company.

We will now have the presentation of the 3 proposals before the meeting, each of the proposals described in the proxy statement previously made available to you. Stockholders who have questions specifically relating to the 3 proposals may submit them now. And after I finish summarizing the proposals, we will answer those questions.

Proposal #1 is the election of 10 directors to serve until the 2027 Annual Meeting of Stockholders. The company has an advanced notice bylaw provision. Accordingly, all nominations are closed. As set forth in the proxy statement, the Board of Directors has previously nominated for reelection each of the current members of the Board.

Proposal #2 concerns an advisory vote on executive compensation, commonly referred to as a say-on-pay vote.

And Proposal #3 concerns the ratification of the selection of KPMG as the company's independent registered public accounting firm for the year ending January 2, 2027.

As we have received no questions specifically relating to the proposals, we will proceed to the opening of the polls. Mr. Keller?

I declare the polls now open for voting on all proposals. If you have voted your shares in advance of the meeting by one of the methods described in the proxy materials for the meeting, there is no need to vote those shares during the meeting. If you have not already voted your shares or wish to change your vote, you may do so now by clicking on the Vote tab on the meeting center site.

[Voting]

While stockholders are voting, I will now present the Chief Executive Officer's report to the stockholders.

Before I begin my remarks, I would like to remind everyone that part of the discussion today includes forward-looking statements. These statements are not guarantees of future performance, and therefore, undue reliance should not be placed upon them. I refer all of you to our recent filings with the SEC for a more detailed discussion of the risks that could impact our future operating results and financial condition. The company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise.

I will also refer to the non-GAAP financial measures, adjusted EBITDA, base business net sales and segment adjusted EBITDA. Reconciliations of these financial measures to the most directly comparable GAAP financial measures are provided in the earnings press release that we issued for fiscal year 2025 and the first quarter of 2026, both of which may be found in the Investor Relations section of our website, bgfoods.com.

Having dispensed with that, thank you all for joining us this morning. We very much appreciate your interest and continued investment in B&G Foods.

Fiscal 2025 was a challenging year for both B&G Foods and the broader packaged foods industry. We continue to see softness in center store categories evolving consumer purchasing patterns and the negative impact of tariffs. Despite these headwinds, we made meaningful progress towards our long-term goals of reshaping our portfolio and reducing leverage.

In fiscal 2025, net sales were $1.829 billion, a decrease of 5.4%. The year-over-year decline primarily reflects lower base business net sales and the divestitures of Don Pepino and Sclafani in the second quarter of fiscal 2025 and Le Sueur U.S. in the third quarter of fiscal 2025, partially offset by the impact of a 53rd week in the fourth quarter of fiscal 2025.

Adjusted EBITDA declined 7.9% to $272.2 million, driven by lower base business net sales, higher raw material costs, including tariffs, and the divestitures I just mentioned. These pressures were partially offset by lower net interest expense and continued cost discipline.

Our fourth quarter 2025 results showed improving underlying trends. Base business net sales increased 0.8% versus the fourth quarter of 2024, driven by net pricing, volume growth, product mix and the 53rd week.

Fourth quarter adjusted EBITDA was $84.7 million, slightly down versus last year due to the impact of divestitures and tariff costs.

Our Spices & Flavor Solutions business delivered the strongest performance, with net sales up 4.2% in the quarter versus the fourth quarter of fiscal 2024.

Our first quarter 2026 results demonstrated continued improvement in base business net sales trends. Q1 2026 base business and sales grew 2.8% versus last year to $365.2 million as compared to $355.2 million for the first quarter of 2025. Net sales for the first quarter of 2026 decreased by $16.5 million or 3.9% to $408.9 million from $425.4 million for the first quarter of 2025. The decrease was primarily attributable to the Green Giant U.S. frozen, Le Sueur U.S. and Don Pepino divestitures, partially offset by an increase in base business net sales, 1 month of net sales from the co-manufacturing agreement the company entered into on March 2, 2026, with the acquirer of the Green Giant U.S. frozen business and a partial month of net sales for the College Inn and Kitchen Basics brands.

Adjusted EBITDA for the first quarter was $57.6 million or 14.1% of net sales compared to $59.1 million or 13.9% in the first quarter of 2025.

We remain committed to reshaping and restructuring our portfolio to sharpen focus, simplify our portfolio, improve margins and cash flow and maximize future value creation. This is a very high priority for our company and critical to our future strategic direction and risk profile.

The endgame is to create a more highly focused B&G Foods with adjusted EBITDA as a percentage of net sales approaching 20%, increase cash flow generation, lower net leverage, a more efficient cost structure and clear synergies within the portfolio, and ultimately, to build a stable platform that can be the foundation for future-focused M&A growth.

We reached a major milestone in March 2026 with the sale of the Green Giant U.S. frozen business to Seneca Foods. As previously announced, B&G Foods maintains ownership of its frozen vegetable manufacturing operations in Irapuato, Mexico, and has entered into a co-pack agreement with the acquirer of the Green Giant U.S. frozen business pursuant to which B&G Foods will continue to produce certain Green Giant frozen vegetable products in Irapuato, Mexico. This divestiture is the largest step in our portfolio transformation to date.

We also entered into an agreement to sell our Green Giant and Le Sueur frozen and shelf-stable product lines in Canada to Nortera Foods, which is expected to close in the second quarter of 2026, subject to regulatory approval in Canada and customary closing conditions.

We continue to review our remaining portfolio for potential divestitures of noncore assets. At the same time, we recently closed the acquisition of the College Inn and Kitchen Basics broth and stock businesses from Del Monte Foods. The broth and stock category is attractive, maintains good margins and has grown low to mid-single digits over the past year. Like the spices & seasonings category, broth have been propelled by the growth in the fresh perimeter of the store as a critical component for the preparation and cooking of fresh meals and soups. The College Inn and Kitchen Basics brands have relevant well-known brand equity, strong distribution presence and high-quality products.

The net results of the divestitures in fiscal 2025 and Q1 2026 and acquisition will deliver a more focused portfolio that is expected to generate positive EBITDA growth, stronger cash flows, lower working capital intensity, reduced leverage and higher gross and adjusted EBITDA margins.

We are committed to reducing leverage and balance sheet risk. And in fiscal 2025, we took decisive steps to advance this priority. In addition to the divestitures noted above, we also amended our credit agreement in fiscal 2025 to enhance covenant flexibility and repaid and repurchased a portion of our long-term debt to improve our consolidated leverage ratio. Through these steps, combined with disciplined capital allocation and improved cash generation, we reduced our net debt to $1.912 billion at the end of the fourth quarter of 2025 compared to $1.994 billion at the end of the fourth quarter of 2024 and $2.023 billion at the end of the fourth quarter of 2023.

In our 21 years as a publicly held company, we have proven our commitment to creating stockholder value by consistently paying a cash dividend. We have paid a dividend every quarter since our initial public offering. We have been able to maintain our dividend policy year after year by growing net sales and adjusted EBITDA over the past 21 years at compound annual growth rates of 7.9% and 6.7%, respectively.

During 2025, we returned $60.6 million of cash to our stockholders in the form of dividends. Following the completion of the Don Pepino, Le Sueur U.S. and Green Giant U.S. divestitures and the College Inn and Kitchen Basics acquisition, our Board has concluded that adjustment to our intended dividend rate was appropriate.

As previously announced during our earnings call, and beginning with the dividend declared on May 11, 2026, and payable on July 30, 2026, to record holders as of June 30, 2026, our Board reduced our dividend by 50% to $0.095 per quarter or $0.38 per share per annum. On an annualized basis, reduction in dividend is expected to make available an additional $30 million of cash that we intend to use to repay long-term debt and for other business purposes, and which we expect will further accelerate the reduction in our leverage ratio. Although Board has reduced the dividend rate under B&G Foods' dividend policy, the Board reaffirmed the policy itself. B&G Foods' dividend policy reflects a basic judgment that its stockholders are better served when B&G Foods distributes a substantial portion of its cash available to pay dividends instead of retaining it in the business.

We continue to advance our corporate social responsibility efforts and sustainability goals. Our corporate social responsibility report, which is available on the responsibility page of our website, bgfoods.com, includes disclosures regarding the steps we have been taking over the years to enhance our corporate social responsibility efforts and to minimize our impact on the environment, including our sustainability goals and the progress we have been making to achieve those goals.

A highlight of our CSR program is our philanthropic partnership with America's Grow-a-Row, a not-for-profit organization that grows and gleans fresh, healthy fruits and vegetables that are donated to those suffering from hunger or living in areas that lack reliable access to fresh, affordable produce. As a leading manufacturer of high-quality, well-known brand -- food brands, we believe we can make a difference in the community by supporting causes and organizations that promote food security and education to ensure those in need have safe access to nutritious foods.

Beginning in 2023, we have made annual donations of $250,000 to America's Grow-a-Row, which results in the planting, growing, harvesting and distribution of 1.25 million servings per year of fresh produce to communities in need across the United States. In addition, during the harvest season in New Jersey, we hold volunteer days at America's Grow-a-Row, in which our employees help harvest fresh produce that is donated to those in need.

Looking ahead, fiscal 2026 is poised to be a transformational year for B&G Foods. With a more focused, higher margin and more stable portfolio, we expect continued improvement in base business trends towards our long-term objective of 1% annual base business growth, supplemented by acquisition growth. We will also become a less complex, more efficient and leaner company as we simplify our portfolio and rightsize operations to focus resources on our core categories.

Our long-term priorities remain clear: improving base business net sales trends of the core business to the long-term objective of plus 1%, reshaping the portfolio for future growth, stability, higher margins and cash flows, and reducing our net leverage below 5.5x through divestitures and excess cash flow to facilitate strategic acquisitions.

Overall, the B&G Foods team responded well to the challenges of 2025, and we remain focused on our critical priorities. As we execute our transformation, we remain guided by our core values: passion for what we do, our commitment to food safety and quality, diversity and inclusion, integrity and accountability, our customer and consumer focus, our commitment to the safety and health of our employees and our belief in collaboration and empowerment.

With a more focused portfolio, a stronger balance sheet and improving base business trends, we are confident in the path ahead and committed to driving our business forward in 2026.

Thank you very much for attending our Annual Meeting of Stockholders today and for your continued support of B&G Foods. This concludes my prepared remarks.

Now we will return to the business of the meeting. Since everyone has had the opportunity to vote, the polls are now closed. While the votes cast and proxies are being counted, I now invite stockholders to ask any questions you may have about the company.

We received a question from a stockholder noting the share price performance over the last 2 years and looking to know what the company is doing to return the stock price to growth?

Thank you for the question. I think, primarily, we are focused on some of the priorities that we talked about. First and foremost, strengthening our core brands and our core businesses back to a 1% base business net sales growth in the first quarter of 2026. We were able to get to a 2.8% growth. So we're making progress towards that goal. We expect to be -- to have a positive net base sales growth in the full year of 2026.

The second thing that we're focused on is reshaping our portfolio to ensure that we have brands and businesses that are achieving that kind of 1% net sales base business growth and also provide stable cash flow, stable EBITDA margins, stable EBITDA delivery over time. You just saw us execute what I would consider one of our portfolio-shaping efforts, which was selling the Green Giant U.S. frozen business, which was extremely low margin, high working capital intensity, very complex, and use the proceeds from that transaction to partially fund the transaction of the acquisition of College Inn and Kitchen Basics broth and stock businesses, which are nicely profitable, good EBITDA margins, reasonable working capital intensity, and we expect -- and are in growing categories within the center store grocery business.

As we have received no further questions, the next item on the agenda is the report of the inspector.

The Inspector of Election has tabulated the votes cast at this meeting electronically or by proxy with respect to the election of directors and has preliminarily reported that the director nominees have received between 85% and 94% of the votes cast, and accordingly, they are elected as directors of the company. In addition, the say-on-pay proposal received approximately 85% of the votes cast. And the proposal to ratify the appointment of KPMG has received approximately 96% of the votes cast.

Accordingly, all of these proposals are approved. The full and final details of the votes cast will be contained in the written report of the inspector, which may be examined by any stockholder and will be filed with the records of the company.

In addition, as required by SEC rules, the company will file a current report on Form 8-K later this week or early next week to report the details of the votes cast. Mr. Keller?

I want to thank all of you for attending today's meeting and for the interest you have shown in B&G Foods. There being nothing further to come before the meeting, I declare this meeting adjourned.

This concludes the meeting. You may now disconnect.

Good day, and welcome to the B&G Foods, Inc. First Quarter 2026 Financial Results Conference Call. Today's call, which is being recorded, is scheduled to last about 1 hour, including remarks by B&G Foods management and the question-and-answer session. I would now like to turn the call over to AJ Schwabe, Senior Associate, Corporate Strategy and Business Development for B&G Foods. AJ, please go ahead.

Good afternoon, and thank you for joining us. With me today are Casey Keller, our Chief Executive Officer; and Bruce Wacha, our Chief Financial Officer. You can access detailed financial information on the quarter in the earnings release we issued today, which is available at the Investor Relations section of bgfoods.com.

Before we begin our formal remarks, I need to remind everyone that part of the discussion today includes forward-looking statements. These statements are not guarantees of future performance, and therefore, undue reliance should not be placed upon them. We refer you to B&G Foods' most recent annual report on Form 10-K and subsequent SEC filings for a more detailed discussion of the risks that could impact our company's future operating results and financial condition.

B&G Foods undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We will also be making references on today's call to the non-GAAP financial measures, adjusted EBITDA, segment adjusted EBITDA, adjusted net income, adjusted diluted earnings per share, adjusted gross profit, adjusted gross profit percentage, base business net sales and segment adjusted expenses. Reconciliations of these financial measures to the most directly comparable GAAP financial measures are provided in today's earnings release.

Casey will begin the call with opening remarks and discuss various factors that affected our results, selected business highlights and his thoughts concerning the outlook for the remainder of fiscal 2026 and beyond. Bruce will then discuss our financial results for the first quarter of 2026 and our revised guidance for fiscal 2026. I would now like to turn the call over to Casey.

Good afternoon. Thank you, AJ, and thank you for joining us today for our first quarter 2026 earnings call. Today, I will cover an update on our portfolio reshaping, including the recent divestiture and acquisition, an overview of first quarter performance, Bruce will cover more detailed financial results; and finally, the outlook for fiscal year 2026.

Portfolio divestitures. The first quarter witnessed major progress in our efforts to reshape the B&G Foods portfolio. We completed the divestiture of the Green Giant U.S. frozen business to Seneca Foods Corporation on March 2. This is the largest piece in our portfolio transformation that is resulting in stronger focus, simplification, greater synergies and higher margins across the B&G Foods portfolio. The first quarter includes the final 2 months of the Green Giant U.S. Frozen business within B&G.

In addition, we completed the acquisition of the College Inn and Kitchen Basics broth and stock businesses from Del Monte Foods on March 19. These key brands are a much stronger fit with our current shelf-stable portfolio and play in a growing category that is driven by the expansion of the fresh store perimeter.

The impact of these two transactions will create positive EBITDA and higher margins on our portfolio, replacing the low-margin Green Giant U.S. frozen business with a more profitable and stable broth and stock business. These transactions were also critical in reducing our pro forma net leverage ratio in Q1 to almost 6x.

Further, we previously announced the divestiture of Green Giant Canada, the final component of the Green Giant divestitures. That transaction requires Canadian regulatory approval and remains under review. Subject to regulatory approval and other customary closing conditions, we expect to close during Q2 of fiscal year '26. Q1 results. The first quarter demonstrated significant improvement in base business net sales trends relative to a lower Q1 in fiscal year '25, impacted by some trade inventory reductions.

Quarter one base business net sales grew plus 2.8% versus last year. Some of the key drivers. The Spices & Flavor Solutions business unit grew Q1 net sales plus 9.1% versus last year, benefiting from the growth in fresh food and proteins as well as strength in the club and foodservice channels. Segment adjusted EBITDA was up plus 13.1% versus quarter one fiscal year '25 behind strong volume and pricing growth.

The Frozen & Vegetables business unit in the first 2 months of Q1 delivered a recovery in segment adjusted EBITDA from a net loss in segment adjusted EBITDA in Q1 last year behind higher volumes, lower trade spend and lower manufacturing costs.

Quarter one continued to benefit from the implementation of our cost savings and restructuring initiatives. Unallocated central overheads were down almost $2 million from last year. We will continue to remove direct costs associated with the Green Giant business and restructure central costs to reflect divestitures.

Fiscal year '26 outlook. The updated guidance range for fiscal year '26 is increased to $1.735 billion to $1.775 billion in net sales and $275 million to $290 million in adjusted EBITDA. The key assumptions. The current outlook for fiscal year '26 reflects the addition of the College Inn and Kitchen Basics brands.

The impact of the Green Giant U.S. Frozen divesture was built into our previous guidance as well as the year-over-year impact of the Don Pepino and Le Sueur U.S. divestitures in fiscal year '25. We expect fiscal year '26 base business and net sales trends on the remaining core meals, Spices & Flavor Solutions and specialty businesses to modestly improve versus last year.

Quarter one trends were a strong start for the year against a lower base in quarter one fiscal year '25, but are expected to be flat to slightly down for the remainder of fiscal year '26, recognizing the impact of the 53rd week in quarter four of fiscal year '25. A key financial risk we are watching closely is the price of oil, which impacts both transportation costs and the price of soybean oil given its market relationship to biofuels. We expect these costs to come down from current highs but remain elevated year-over-year. If oil and fuel costs continue at high levels, we will evaluate pricing actions to cover significantly higher input costs.

Finally, the pending divestiture of Green Giant Canada has not been reflected in our guidance. We will update fiscal year '26 guidance when that transaction closes, but expect the divestiture of Green Giant Canada to be relatively neutral from an adjusted EBITDA impact.

Looking forward, fiscal year '26 is poised to be a transformational year with a more focused, higher-margin and stable portfolio once divestitures and closing transition services have been completed. We expect continued improvement in base business net sales trends towards the long-term algorithm of 1%.

Further, we will also become a less complex, more efficient and leaner company behind a simplified portfolio, restructuring operations to rightsize overheads and focus resources and investment behind the core categories and brands in spices and seasonings, meals and baking staples. Thank you, and I will now turn the call over to Bruce for more detail on the quarterly performance and outlook for the remainder of fiscal 2026.

Thank you, Casey. Good afternoon, everyone. Thank you for joining us today. As we highlighted on our last call, we had a fast start to the year. Our financial performance was very strong in January as we lap prior year inventory destockings, and we then demonstrated continued momentum in the business throughout the remainder of the quarter, particularly within our Spices & Flavor Solutions business unit. Meanwhile, we remained active on the M&A front with the divestiture of our Green Giant U.S. frozen business and the establishment of our Green Giant U.S. frozen contract manufacturing business at our frozen vegetable manufacturing facility in Mexico with about a month to go in the quarter.

And then the closing of our acquisition of the College Inn and Kitchen Basics broth and stocks business with about 2 weeks to go in the quarter. I will provide more details on the transactions later in the call, but in effect, we used the net proceeds from the divestiture of the marginally profitable Green Giant U.S. frozen business to partially fund the acquisition of the more profitable College Inn and Kitchen Basics business. And we are very pleased with our divestiture and acquisition counterparts on both of these transactions. I'm happy to report that both transitions are proceeding relatively smoothly.

As we review our first quarter 2026 results, we will highlight the comparative differences that result from this 2026 activity as well as from the divestitures of the Don Pepino and Le Sueur brands, which we own for only parts of fiscal 2025. Because the divestiture of Green Giant Canada has not yet closed, there was no impact to our net sales or adjusted EBITDA. However, because Green Giant Canada is classified as an asset held for sale for accounting purposes, the pending divestiture does impact how the Green Giant Canada assets are carried on our balance sheet and within certain line items of our P&L.

For the first quarter of 2026, we generated $408.9 million in net sales, a net loss of $32.5 million or $0.41 per diluted share, adjusted net income of $6.8 million or $0.08 per adjusted diluted share, adjusted EBITDA of $57.6 million and adjusted EBITDA as a percentage of net sales of 14.1%.

The company's net loss for the first quarter was primarily attributable to a $36.3 million noncash loss on sale of assets, a $5.8 million noncash loss on disposals and impairment of PP&E as well as certain acquisition divestiture-related and nonrecurring expenses. Details regarding the impairments and other adjustments are included in our earnings release issued today and our 10-Q that will be filed later this week.

Net sales for the first quarter of 2026 decreased by $16.5 million or 3.9% to $408.9 million from $425.4 million for the first quarter of 2025. The decrease was primarily attributable to the Green Giant U.S. Frozen, Le Sueur U.S. and Don Pepino divestitures, partially offset by an increase in base business net sales, 1 month of net sales from the contract manufacturing agreement the company entered into on March 2, 2026, with the acquirer of the Green Giant U.S. frozen business and a partial month of net sales for the College Inn and Kitchen Basics brands.

Net sales of our Green Giant U.S. frozen business, which we owned for only 2 months during the first quarter of 2026, contributed $27.2 million less net sales during the first quarter of 2026 compared to the first quarter of 2025. Net sales of the Don Pepino and Le Sueur businesses, which we divested in 2025 and are therefore not part of our first quarter 2026 results were $10.6 million during the first quarter of 2025. Partially offsetting the impact of these divestitures were 1 month of sales for the new Green Giant U.S. frozen contract manufacturing agreement, which contributed $8.5 million of net sales in the first quarter of 2026 and a partial month of net sales for the College Inn and Kitchen Basic brands acquired on March 19, 2026, which contributed $2.9 million to the company's net sales for the first quarter of 2026.

Base business net sales for the first quarter of 2026 increased by $9.9 million or 2.8% to $365.1 million as compared to $355.2 million for the first quarter of 2025. The increase in base business net sales was driven by increases in volume that contributed $6.6 million or 1.9%, an increase in net pricing and the impact of product mix of $1.6 million or 0.5% and the impact of foreign currency of $1.7 million or 0.5 percentage points.

Gross profit was $79.9 million for the first quarter of 2026 or 19.5% of net sales and adjusted gross profit was $84.6 million or 20.7% of net sales. Gross profit was $90.1 million for the first quarter of 2025 or 21.2% of net sales, and adjusted gross profit was $90.6 million or 21.3% of net sales.

The first quarter of 2026 marked a somewhat different story than our experiences in 2025. Today, we are seeing resiliency in our volumes with modest recovery in many of our brands as compared to the more negative sales trends that we experienced in 2025. Across our internal manufacturing network, our factory employees are working hard with seven of our 10 internal manufacturing facilities increasing output during the first quarter of 2026 when compared to 2025 volumes.

Additionally, two of the three facilities that did not increase year-over-year volumes during the first quarter are currently ahead of our budget volumes for those factories for the year-to-date period. However, input costs, which excluding the impact of tariffs were largely benign in 2025, are beginning to show some signs of inflationary pressure in recent months. We will be watching these trends for any signs of sustained inflationary pressures and when appropriate, we will consider implementing pricing actions to protect our profitability.

Selling, general and administrative expenses increased by $1.1 million or 2.2% to $50.2 million for the first quarter of 2026 from $49.1 million for the first quarter of 2025. The increase was comprised of an increase in acquisition, divestiture-related and nonrecurring expenses of $6.4 million, inclusive of an increase of $1.9 million for disposals and impairments of PP&E, partially offset by decreases in general and administrative expenses of $3.9 million and warehousing expenses of $1.4 million.

Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.7 percentage points to 12.3% for the first quarter of 2026 as compared to 11.6% for the first quarter of 2025. We are following these costs closely, and we are proactively taking steps to reduce our ongoing SG&A commitments to better reflect the size of our business going forward as we work to minimize the impact of any stranded costs on our ongoing overhead structure due to the impact of the recent divestitures.

We generated $57.6 million in adjusted EBITDA or 14.1% of net sales in the first quarter of 2026 compared to $59.1 million or 13.9% in the first quarter of 2025. The Le Sueur, U.S. and Don Pepino businesses contributed nearly $1 million to segment adjusted EBITDA during the first quarter of 2025. Net interest expense decreased by $2 million or 5.1% to $35.8 million for the first quarter of 2026 from $37.8 million for the first quarter of 2025.

The reduction of net interest expense was primarily attributable to a reduction in average long-term debt outstanding during the first quarter of 2026 relative to average long-term debt outstanding during the first quarter of 2025. Depreciation and amortization was $15 million in the first quarter of 2026 compared to $16.8 million in the first quarter of 2025.

We had a net loss of $32.5 million or $0.41 per diluted share for the first quarter of 2026 compared to net income of $0.8 million or $0.01 per diluted share for the first quarter of 2025. The net loss for the quarter of 2026 was primarily driven by a loss on sale of assets of $36.3 million in connection with the divestiture of the Green Giant U.S. frozen business, $5.8 million for noncash disposals and impairments of PP&E as well as an increase in acquisition, divestiture-related and other nonrecurring costs.

We had adjusted net income of $6.8 million or $0.08 per adjusted diluted share in the first quarter of 2026. In the first quarter of 2025, we had adjusted net income of $3.4 million or $0.04 per adjusted diluted share. Adjustments to our EBITDA and net income are described further in our earnings release. I would now like to touch on results by business unit for the first quarter.

Net sales for Spices & Flavor Solutions increased by $8.3 million or 9.1% in the first quarter of 2026 to $100.1 million from $91.7 million in the first quarter of 2025. The increase was primarily due to higher volumes across Spices & Flavor Solutions business unit, coupled with higher net pricing and product mix.

Spices & Flavor Solutions segment EBITDA increased by $3.4 million or 13.1% in the first quarter of 2026 compared to the first quarter of 2025. The increase in segment adjusted EBITDA was largely driven by increased volumes and to a lesser extent, by increased pricing that largely offset the impact of increased tariff costs. and other input costs as well as increased allocations to spices cost of goods that were driven in part by the divestiture of the Green Giant U.S. frozen business.

Net sales for Meals increased by $0.9 million or 0.9% in the first quarter of 2026 to $107.1 million from $106.1 million for the first quarter of 2025. The acquisition of the College Inn and Kitchen Basics brands added approximately $2.9 million of net sales during our first 2 weeks of ownership in the business. Meals net sales also benefited from the higher net pricing and improved product mix, which were offset in part by modestly lower volumes across the business units.

Meals segment adjusted EBITDA decreased by approximately $5 million, primarily driven by the impact of unfavorable cost comparisons in certain raw materials and manufacturing expenses as well as increased allocations to Meals cost of goods that were driven in part by the divestiture of the Green Giant U.S. frozen business. These incremental costs were offset in part by increased net pricing and the impact of product mix.

We also made investments in certain brands in the Meals portfolio, such as Ortega, where we increased trade spending and marketing expenses during the first quarter of 2026 to help drive improved sales performance throughout the remainder of the year.

Net sales for Specialty decreased by $3.6 million or 2.7% in the first quarter of 2026 to $130.8 million from $134.4 million in the first quarter of 2025. The decrease was primarily due to the divestiture of the Don Pepino business, which generated $3.5 million of net sales in the first quarter of 2025. Base business net sales for Specialty were essentially flat for the quarter.

Specialty segment EBITDA decreased by $7.4 million in the first quarter of 2026 compared to the first quarter of 2025. The decrease was primarily due to the Don Pepino divestiture, unfavorable cost comparisons in certain raw materials, manufacturing expenses, the impact of tariffs and increased allocations to specialty cost of goods that were driven in part by the divestiture of the Green Giant U.S. frozen business.

Financial performance for the Frozen & Vegetable unit during the first quarter of 2026 and the first quarter of 2025 are not comparable due to the impact of the Le Sueur U.S. and Green Giant U.S. frozen divestitures and the impact of our new contract manufacturing agreements for the Green Giant U.S. frozen business.

We are pleased to report that net sales of Green Giant Canada remained strong and increased by $4.2 million or 16.4% to $30.1 million for the first quarter of 2026 compared to $25.9 million for the first quarter of 2025.

Separately, the new contract manufacturing agreements for Green Giant U.S. Frozen generated $8.5 million in net sales for the quarter during its first month of operation following our sale of the Green Giant U.S. frozen business. This contract manufacturing arrangement has a cost-plus structure and is expected to provide a modest but stable profit stream going forward.

Now I will spend a little time on our balance sheet, which has also improved in the first quarter of 2026. Net debt to pro forma adjusted EBITDA before share-based compensation and extraordinary tariffs was 6.07x at the end of the first quarter of 2026 compared to 6.57x at the end of the fourth quarter of 2025. As discussed on previous earnings calls, we are continuing to reduce leverage.

We expect to remain on track to reduce net debt to pro forma adjusted EBITDA before share-based compensation and extraordinary tariffs to approximately 6x or less by the midpoint of this year, supported in part by the divestiture of the Green Giant Canada business, which subject to regulatory approval in Canada, we expect to be completed during the second quarter and which we expect will reduce net leverage by another 0.25 of a turn or so once it closes.

Additionally, as announced by press release today, beginning with the dividend declared today and payable on July 30, 2026, to record holders as of June 30, 2026, our Board of Directors has reduced our dividend by 50% to $0.095 per quarter or $0.38 per share per annum. In our 21 years as a publicly held company, we have proven our commitment to creating stockholder value by consistently returning a meaningful portion of our excess cash to stockholders in the form of a cash dividend.

Following the completion of the Don Pepino, Le Sueur U.S. and Green Giant U.S. divestitures and the College Inn and Kitchen Basics acquisition, our Board has concluded that an adjustment to our intended dividend rate was appropriate. On an annualized basis, the reduction in dividend is expected to provide an additional $30 million or so, which we intend to use to repay long-term debt and for other business purposes, which we expect will further accelerate the reduction in our leverage ratio.

Before I get to our updated 2026 guidance, I would like to remind the audience that we continue to live in unpredictable times. Our 2026 guidance reflects what we know today and for example, does not factor in significant changes in inflation, tariff policies or the potential impact of escalation in the conflicts in Eastern Europe, the Middle East or Latin America could have on our results.

Please note that our guidance reflects the expected impacts only of acquisitions and divestitures that have already closed. In other words, our guidance reflects the expected impacts of the Don Pepino, Le Sueur U.S. and Green Giant U.S. frozen divestitures, the commencement of the Green Giant U.S. frozen contract manufacturing agreement and the College Inn and Kitchen Basics acquisition. But our guidance does not reflect the expected impact from the pending Green Giant Canada divestiture because that divestiture has not yet closed.

Our guidance also does not take into account any upcoming potential refinancing or other capital markets transactions. Also, as a reminder, our guidance reflects that fiscal 2026 has 1 fewer week than fiscal 2025, which had a 53rd week. While we love the benefit of the 53rd week in our fiscal 2025 results, we will lap that benefit or approximately $18 million of net sales during fiscal 2026.

As a result and as noted in our earnings release, we expect fiscal 2026 net sales in the range of $1.735 billion to $1.775 billion, adjusted EBITDA in the range of $275 million to $290 million and adjusted EBITDA as a percentage of net sales in the range of approximately 15.8% to 16.3%. And based on this guidance, we expect adjusted diluted earnings per share to be in a range of $0.575 to $0.675 per share.

Additionally, we expect for full year 2026, interest expense of $152.5 million to $157.5 million, including cash interest of $145 million to $150 million, depreciation expense of $40 million to $45 million, amortization expense of $17 million to $19 million, cash taxes of approximately $5 million or less, an effective tax rate of 26% to 27% and CapEx will likely be at the lower end of our $30 million to $35 million target. Now I will turn the call back over to Casey for further remarks.

Thank you, Bruce. In closing, B&G Foods is making real progress against our long-term goals, improving the base business net sales trends of the core business to the long-term range of flat to plus 1%, reshaping the portfolio through divestitures and acquisitions for future growth, stability, higher margins and cash flows and reducing our net leverage ratio below [ 5.5x ] through divestitures and excess cash flow to facilitate strategic acquisitions. This concludes our remarks, and now we would like to begin the Q&A portion of our call. Operator?

[Operator Instructions] The first question comes from the line of Andrew Lazar with Barclays.

First thing, excluding the portfolio changes since the last time you provided guidance, curious how the outlook changes for the year, if at all, because it's harder to track that. And then it still seems like underlying consumption for the tracked channel data was down close to maybe mid-single digit in the quarter. And I think you mentioned you're expecting it to be flat to slightly down for the rest of the year. So just trying to get a sense for those things first off.

Yes. So basically, our guidance is updated just to reflect the College Inn and Kitchen Basics acquisition. Our prior guidance included the other divestitures around Green Giant U.S. Frozen, Don Pepino, Sclafani and the Le Sueur brand. So really, the only change is the result of adding in the College Inn and Kitchen Basics acquisition.

What -- when we talk about base business net sales or organic net sales, it's not just the tracked consumption data, it's our total portfolio, which would include our business in foodservice and private label brand business, in Canada, our Canada business untracked. And that's probably our tracked channels now represent less than 60% of our portfolio. And we've seen pretty strong growth in our spices private label business, our spices, foodservice business, our other foodservice businesses, Canada is growing.

Our industrial business has performed well. We also have private label business in baking powder and other things. So when we say our organic business is going to be roughly flat, we mean the composite of both our measured channels and our tracked channels -- our tracked channels and our unmeasured channels.

Yes, okay. And then do the portfolio changes you've made in the past few quarters, do you think make it harder or easier or neither to sort of execute pricing if and when needed, should the industry have to deal with another round of inflation going forward? And maybe you can get into a little bit where you're sort of covered and for how long on some of your key inputs?

Yes. So we don't break out all of that publicly. I mean we're covered for a decent portion of this year on input costs just through our normal forward purchases. From an ability to take price, the divestitures, we've eliminated the Green Giant U.S. frozen business, which we think is a great business, just not the right one for us. doesn't really impact one way or the other, the rest of the business. It was a different business for us. We still have about 50 brands. We're still very relevant. We think our brands are relevant, and we'll continue to take action as needed.

I think, Andrew, the key input we're watching is oil and soybean oil because there is a real relationship between soybean oil and crude oil because of its use as a biofuel. So that's the one we're watching pretty closely. It's up north of $0.70 a pound. So very high. And we are covered reasonably long. But obviously, if oil prices stay where they are, we're going to need to take some action as I expect the industry will just because of the rising input costs.

Next question comes from the line of Scott Marks with Jefferies.

I wanted to just follow up quickly on something that Andrew asked just in terms of the kind of flattish outlook for the rest of the year. Can you just help us understand a little bit how you're thinking about that in terms of price versus volume versus mix and across the different segments, just what we should be thinking about?

Yes. We haven't really broken out price mix on a forward basis before. We're encouraged with the progress that we made in the first quarter in terms of stabilizing volumes, whether you see that in our net sales with a little bit of net sales growth driven by volumes or even in our consumption data where the -- for the portion that does track those channels where it's improved. We think this year is going to be a little bit less forgiving from a top line standpoint than the prior year.

Okay. Understood.

When you look at the base business organic net sales, you also have to take into account that we did have a 53rd week in the fourth quarter last year. So we'll obviously have one less week in this year's fourth quarter than last year.

Okay. Understood. And then just in terms of the decision around the dividend, just wondering if you can help us understand why was the 50% reduction the right number? And how do you feel just in terms of the flexibility it gives you to do what you need to do with some of that increased cash?

Sure. It certainly generates another $30 million on an annualized basis in cash -- excess cash relative to where we were before. As we've said all along, as we went down the journey through evaluating the Green Giant business and the disposal of it, we would continue to reevaluate the dividend on a go-forward basis. It's very important to the company. It's something that we've been doing for a long period of time, and we think it is the right thing for shareholders. It just has to be at the right level, reflecting where we are from a cash generation standpoint.

I think the important principle for us is in today's interest rate environment, we would like to have excess cash, 50% of -- at least 50% of that going towards debt reduction and the other 50% dividend. So this is trying to get that in balance because we believe that the interest rate environment that we're in now, we need to be continuing to pay down debt. That's the right thing for us, and that's the right thing for shareholders.

Next question comes from the line of Robert Moskow with TD Cowen.

I just wanted to make sure I understood the comments on cost. It sounds like soybean oil is really the only thing that's really jumping on you. But are there other elements? You mentioned oil costs. Does that flow through your logistics, your packaging? And is your pricing power on those elements of your structure less clear?

Yes, it does flow through both on logistics and on some packaging. And just like everybody else in the industry, we're waiting and watching to see these higher, more elevated costs for energy stick, right? And probably just like everybody else in the industry, we're evaluating and determining whether or not it makes sense to protect margins with pricing initiatives to offset that.

I think our biggest concern right now is the price of soybean oil. It's quite elevated on a historical level. So that's the one we're watching closely because it is largely -- and from a Crisco oil standpoint, it is the majority of the cost.

Yes. I think you've changed the business effectively to be able to price up and down for that. But -- but the other elements, I think, are a little trickier because passing through logistics cost is sometimes tougher, I think, with retailers historically, maybe that's changing. But is there any way to put some numbers to this, Bruce, where like if you have $100 per barrel oil, like how much inflation would you expect to be incremental to your business? And if you can tell to me without soybean oil, maybe that's even simpler?

Yes. We don't, but I would point out, despite some skepticism, I think in 2017 or 2018, when transportation costs went haywire, we took price based on fuel cost and transportation and logistics and then again, in 2022, 2023. And so yes, it won't be perfect. We're also looking deep into productivity initiatives and continuous improvement to help cover costs. But yes, our expectation would be if these costs stay elevated permanently or relatively permanently, we would expect to take price to cover a significant portion of that.

Okay. Last question. You have the College Inn business now and Kitchen Basics. Any surprises in your first couple of weeks of owning it, positive or negative?

Yes. I think right now, we've been very focused on ensuring that the plans in the business are solid. We had some visibility of that before, but we've kind of taken over most of the selling of that as quickly as possible, even within the first month now. So it's key that we have the right plans for promotion, customer support in the fall, and that's what we've been really focused on. You can imagine that the Del Monte bankruptcy and transition, obviously, probably didn't get the highest attention from the business. So we're just trying to shore that up. So I don't think there's any big surprises. We're also launching a couple of SKUs that were sort of holds in the portfolio and trying to accelerate that process as well. But so far, so good. But as you can imagine, getting our hands around it quickly is really our goal.

And Rob, the other thing just to keep in mind, I don't know if we talked about this after our last call, when we first looked at this business, it's like College Inn, #2 Northeast regional brand, generates cash, stable. We were -- that's what first intrigued us. And as we spent time on the acquisition, we learned a little bit more about the category and the category dynamics. Casey talked about this on our last call. This is actually a category that's been doing pretty well despite some of the other center store trends. And some of the appeal of what's going on in the perimeter is helping driving sales here.

And then also with this Kitchen Basics business, it's a grower, right? This was the innovator brand of 10 years, 20 years ago, but it's continuing to travel down on that path and grow. And we're really excited to get both of these businesses into the portfolio.

Next question comes from the line of William Reuter with Bank of America.

So on the price increases that you potentially would take, I'm wondering if you've kind of alerted some customers that this may have to take place. And I guess I feel like when we are in a situation like this where -- well, the war is unlikely or the conflict is unlikely to go on in perpetuity. When a price rises for a short period of time, I think those discussions maybe are a little more challenging. So I guess, have you started to alert them? And what has the feedback been?

We certainly have discussed soybean oil. So I mean, I think that's -- and we've had those discussions with the volatility in that commodity over the last 5 years. So that's not something that's new to us, looking at how do we move the cost of soybean oil and vegetable oil up and down with the price. So we have that kind of agreement with the marketplace and how we move. And that's been the pattern, too, in that market. So yes, those discussions have taken place.

In terms of fuel and transportation logistics, we're not really having those conversations yet. I think they're feeling it themselves, our customers. So I think we will start having those conversations, but we wanted to see where this played out before we would have any further conversations because this isn't something that we would -- these fuel costs move so much on a spot basis that we want to make sure that we've got a longer-term trend before we do anything.

But again, we have covered some of that increase in our forecast, in our outlook. So we've already expected that fuel is going to be higher. It's just a question of how high it stays, to be honest. So -- and that's what we're watching pretty closely.

Packaging, honestly, longer-term packaging resin contracts that frank -- we really haven't seen increases hit us yet because those are sort of 6-month, 12-month contracts. So we'll need to see where oil shakes out longer term as an input cost in our packaging.

Got it. Yes. I guess does your guidance imply that raw materials kind of remain where they are? Or does it imply that they come down to more reasonable or rational levels over a longer period of time?

I guess what we've done is we've -- let's take fuel. We've assumed that it comes down a little bit from where it is today, but certainly higher than what we initially entered our year with our assumptions entering the year.

Got it. Okay. I guess just one last one for me. Your organic sales growth, which has been solid. I guess how much of this is driven by new product innovations versus just underlying growth of some of the products or the categories that you're participating in there?

We don't -- I don't really have a split on that. There is some element of innovation that is driving that, some new items that have gone in. So for instance, on Cream of Wheat, we've launched protein varieties. So there is some growth coming from that. There's also growth coming just from volume increases or category growth.

We've got some businesses that are performing very nicely. There's also -- as I said before, our foodservice business has been growing. Our channel -- our customer channel mix in foodservice has been positive. We do have some private label business predominantly in spices and in baking powder, and those have been performing very well. So yes, I think it's a combination of things that's driving our growth.

Yes. And the other thing to throw in there, so as Casey is saying spices, we're seeing some nice category growth. We're seeing some nice channel growth. We also have, we think, one of the best spice manufacturing facilities in North America, and we've been investing in that and building out our capabilities. So we've got incremental capacity that we didn't have a couple of years ago that's helping to support some of this growth as well. So not necessarily product innovation, but the ability to manufacture and produce product and sell it.

Next question comes from the line of David Palmer with Evercore ISI.

I just wanted to ask you a follow-up question on consumption data versus what you are seeing in your all channel consumption and maybe what we should be assuming to see in the -- what we use in terms of if we use Circana includes supposedly Costco and Amazon, pretty broad set. Right now, I see down 4% for the quarter, down 7.5% for April for B&G Foods. And I'm just wondering like when we're looking forward and trying to match up this consumption, what would equate to your flat consumption assumption, what sort of gap should we be thinking about there? And do you need this consumption that we're tracking to get better to get to that? How should we think about that?

I think, look, the -- and I know this is hard for you guys to see and track, but post Green Giant, U.S. Frozen Green Giant, we're even less measured than we were before. So if you think about our business, you look at the tracked measured data, if you're using Circana or you're using Nielsen or whatever, IRI, that's probably covering less than 60% of our universe right now. There are big swaths that are not just untracked channels, but they are different channels. So our foodservice business has been positive. And that's probably in the neighborhood of 13% to 15% of our portfolio right now, total sales.

Our private label businesses are probably over -- well over 10%, approaching, I don't know, 12%, 13% of our portfolio, and those have been growing nicely. Our Canadian business, which isn't in obviously, most of the U.S. databases is also growing in the first quarter. So what -- when you try and project it out, we need our measured channels to get better by some amount, but we don't need them to flip totally to positive that we expect them to gradually improve over time.

So we don't need -- I mean, we continue to see strong growth in those other unmeasured channels that should continue, foodservice, our private label businesses, et cetera. But we do want to see some improvement in our measured channel data, and that's what we're working against.

Just roughly speaking, maybe the decline rate in the consumption that we see would be down low single digits and you can get a few points from nonmeasured? Or do you think the gap...

We're probably getting mid-single-digit growth from the -- some of those nonmeasured channels.

Yes. And the other thing that's really messy in the most recent consumption data is the shift in Easter timing year-over-year.

Yes. No doubt.

That's also a complexity, I think you have to factor in because the most recent data would be comparing against the Easter period last year.

And by the way, when you're saying mid-single digits from the non-measured, are you talking about mid-single-digit contribution to growth from the 40%? Or are you talking about that non-measured to 40% growing at mid-single-digit rate?

I'm talking the non-measured 40% growing at mid-single-digit rate.

Yes. That's pretty good. And then I guess one of the -- like just philosophical things that you've seen multiple cycles before, very experienced executive in dealing with energy-related inflation. I wonder -- I remember these periods of energy-related inflation in its many forms in packaging, distribution and what have you that it just -- it was particularly tough when it came to pricing power and those discussions with retailers. It felt different weird that they were dealing with the same type of pressures in those -- do you think that's the case? Do you feel like that, that is that something we should brace for? It's just a much different type of pricing discussion with that type of inflation?

Never easy. Yes. I mean -- and it is a hard discussion. It is a hard discussion with retailers, but that's why I think what we are hearing from us is that we've covered a fair amount of increase in energy inputs. We've been able to cover that through productivity, cost savings, other efforts. If it stays -- let's -- if oil stays north of $100 a barrel or whatever, I mean, we're going to have to think about it. I think that's going to be an impact for our customers. It's going to be an impact for us, the industry. So we're expecting it to stay higher. It's a question of how high it stays before it becomes a really, really serious issue in terms of cost. But so far, we've been able to kind of manage it and manage an increase. But I think we would expect it to come down below $100 over time, assuming that Iran and Strait of Hormuz and are open and oil flows again and the market ease. I mean I think there was a lag effect on all those things happening, but we just need to keep watching it because if it stays at well over $100 a barrel, I think everybody has a problem, everybody.

Next question comes from the line of Karru Martinson with Jefferies Company.

One of your competitors talked about the consumer, especially on the low end, running out of money by the end of the month. I'm suddenly kind of wondering how do we square that with the ability to take price in this environment?

I don't know about all consumers running out of money. I guess you're just talking about pressure on them. But look, there's a balancing act. I mean, we think with our portfolio, we are mass mainstream regular way grocery for a good portion of our business, and we may see some trade down there. But we also expect to see some trade down benefit of people going out to eat as well, which pushes them into the categories that we're selling. We're meals, we're affordable. We think this plays to our strength, but it doesn't mean that it's easy. It's a tough world.

I think we're not really talking about pricing, we would only look at pricing related to any oil cost, take soybean oil aside, if we believe that it was going to stay this elevated for an extended period of time. So I mean my hope is that we can cover the increase we got that we have planned, we can cover that with our own internal cost savings, productivity and other efforts.

Soybean oil is a different conversation that we need -- the commodity is up dramatically from a year ago. We as an industry, we will just have to take price. And I'm expecting that the industry will see that. But beyond that -- beyond those two things, I mean, we're not really -- we don't really see the need to take pricing on our portfolio. It's really those two components, what -- how high does energy stay, which would not be a significant increase in price or on the soybean oil, if it stays where it is in the $0.75 a pound range, that's dramatically higher than where we were buying it last year at $0.50 a pound. So that one -- but we already have that kind of pegged as a commodity that has to go up and down. So I don't really think you should think about broad actions on our portfolio right now unless we see energy costs staying elevated for a really extended period of time.

Okay. And just lastly, in terms of the portfolio, certainly pruning some here, adding some stronger performers. Do you feel like that we're where we want to be with the portfolio? Are there still opportunities to take some brands out or to add others?

Yes. I think we don't normally comment on M&A activity, but I think the concept of what you're talking about, we will continue to evaluate. As we reshape our portfolio, we want to have strong businesses that generate higher margins, stronger cash flow. So we'll always look at opportunities in our portfolio to make shifts like we just did to take Green Giant, divest it to a buyer that is a better fit with their capabilities and everything and then buy businesses with those proceeds that generate higher cash flow, higher margins and frankly, just fit better within our capabilities. So yes, we will continue to look at those opportunities.

We have time for one more question. The next question comes from the line of Carla Casella with JPMorgan.

I know you've got a lot of questions on soybean costs. But I'm just trying to dial back to like 2022, '23 when we saw the spikes, you talked about a resistance level where consumers really change their buying behaviors. Are we -- I think it was like a $5 level that you gave at retail. And I'm just wondering kind of how close we are to that now? And if you're seeing any resistance already? Or is this more just a fear as we go into the back half?

Well, we haven't taken any pricing moves yet. But you're right, we would try and stay below key price thresholds if we took pricing action. We'd work towards that on how we could price and effectively manage the key thresholds because we know consumers have a response. Like on the core size, $5 threshold is something we try and manage to. So we will look at that consideration and try and manage the price elements and work with our customers to try and keep the prices at the right threshold so that we don't get a high elasticity effect if we cross those. But we haven't taken pricing yet. So we're looking at where soybean oil stays. And right now, it's at -- it's close to the levels that it reached in '22.

Okay. Great. And then on the 2027 bond maturity, how far ahead of maturity do you typically like to be in terms of refinancing? Are you okay going current? Do you think that could hurt your ratings? Any thoughts there?

I think as we typically have, we generally expect to refinance our debt before it goes current. I don't think where we are today in this cycle is vastly different from probably four or five other maturities that we've refinanced since I've been here.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.

Thank you.

Good day, and welcome to the B&G Foods Fourth Quarter and Fiscal 2025 Earnings Call. Today's call, which is being recorded is scheduled to last about 1 hour, including remarks by B&G's food management and the question-and-answer session.

I would like to turn the call over to AJ Schwabe, Senior Associate, Corporate Strategy and Business Development for B&G Foods. A.J.?

Good afternoon, and thank you for joining us. With me today are Casey Keller, our Chief Executive Officer; and Bruce Wacha, our Chief Financial Officer.

You can access detailed financial information on the quarter and full year in the earnings release we issued today, which is available at the Investor Relations section of bgfoods.com. Before we begin our formal remarks, I need to remind everyone that part of the discussion today includes forward-looking statements. These statements are not guarantees of future performance, and therefore, undue reliance should not be placed upon them.

We refer you to B&G Foods' most recent annual report on Form 10-K and subsequent SEC filings for a more detailed discussion of the risks that could impact our company's future operating results and financial condition. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We will also be making references on today's call to the non-GAAP financial measures, adjusted EBITDA, segment adjusted EBITDA, adjusted net income, adjusted diluted earnings per share adjusted gross profit, adjusted gross profit percentage, base business net sales and segment adjusted expenses.

Reconciliations of these financial measures to the most directly comparable GAAP financial measures are provided in today's earnings release. Casey will begin the call with opening remarks and discuss various factors that affected our results, selected business highlights and his thoughts concerning the outlook for fiscal 2026 and beyond. Bruce will then discuss our financial results for the fourth quarter and fiscal 2025 and our guidance for fiscal 2026.

I would now like to turn the call over to Casey.

Good afternoon. Thank you, A.J., and thank you all for joining us today for our fourth quarter 2025 earnings call. Today, I will cover an update on our portfolio reshaping, including the recent divestiture and upcoming planned acquisition. An overview of fourth quarter performance, Bruce will cover more detailed financial results and finally, the outlook for fiscal year 2026.

Portfolio reshaping. Yesterday, we announced the divestiture of the Green Giant U.S. Frozen business to Seneca Foods Corporation. A significant milestone stone in the reshaping and restructuring of the B&G Foods portfolio. This is the largest piece in our portfolio transformation that should result in stronger focus, simplification, greater synergies and higher margins across the core shelf-stable business lines. The Green Giant frozen business simply has not been the right fit for B&G Foods with seasonal production, a different temperature state geographic complexity and higher working capital intensity. Previously, we announced the divestiture of our Canadian Green Giant business in canned and frozen vegetables. That divestiture requires Canadian regulatory approval and is currently under review. Subject to regulatory approval and other customary closing conditions, we expect to close during Q2 fiscal year '26.

Finally, we also recently announced the acquisition of the collagen and Kitchen Basics broth and stock businesses from Del Monte Foods. That transaction is expected to close by the end of March. The broth and stock category is attractive, maintains good margins and has grown low to mid-single digits over the past year. Like the spices and seasoning category, broth have been propelled by the growth in the fresh perimeter of the store as a critical component for the preparation and cooking of fresh meals and soups.

The collagen and Kitchen Basics brands have relevant well-known equities, strong distribution presence and high-quality products. The net result of these divestitures and acquisition, when completed, will deliver a more focused portfolio that is expected to generate positive adjusted EBITDA growth, stronger cash flows, lower working capital intensity, reduced leverage and higher gross and adjusted EBITDA margins.

Bruce will provide more details on each of these transactions later. Q4 results, the fourth quarter continued momentum from the third quarter with modest improvement in base business net sales trends. Q4 base business net sales, which excludes the impact of divestitures in the 53rd week, were down approximately 2.4% compared to down 2.7% in the third quarter. Fourth quarter adjusted EBITDA was $84.7 million, slightly down versus last year on a reported basis, driven by the impact of divestitures and tariff costs. Some of the key drivers. The divestiture of the [ DampepinoSlofani ] businesses in May and the Laser U.S. Can Ps brand in August removed approximately $16.4 million of net sales and $1 million in adjusted EBITDA from Q4.

The Spices & Flavor Solutions business unit grew net sales plus 4.2% in Q4, benefiting from the growth in fresh food and proteins as well as strength in our club and food service channels. Segment adjusted EBITDA was impacted by tariffs, which are now being recovered through pricing. Tariff costs were approximately $4.4 million in Q4 and $9.5 million throughout fiscal year '25. We announced pricing actions during Q3 to recover these costs beginning in Q4, although full pricing reflection with some customers took longer than expected within the quarter.

The frozen and vegetables business unit delivered strong segment adjusted EBITDA recovery plus $2.8 million as new crop pack costs came in favorable to last year's weak crop and our Mexico facility achieved productivity gains. Q4 also benefited from the implementation of our back half cost savings initiative. Cost of goods sold, COGS as a percentage of net sales improved approximately 120 basis points versus last year behind incremental productivity efforts.

Fiscal year '26 outlook. Our current outlook for fiscal year '26 reflects continued improvement in the core business trends and the impact of the Green Giant U.S. Frozen divestiture. Lots of changes and more to come with the closing of the pending Green Giant Canada divestiture and collagen and Kitchen Basics acquisition. But we are creating a stronger, focused, more profitable B&G Foods. Our current guidance range for fiscal year '26 is $1.655 billion to $1.695 billion in net sales and $265 million to $275 million in adjusted EBITDA. The key assumptions, we expect base business trends on the remaining core meals, spices and flavor solutions and specialty businesses to improve plus 0.4% versus last year. So far, Q1 trends are off to a strong start with year-to-date base business net sales performance through February growing roughly 4%. The Green Giant U.S. Frozen divestiture removes approximately $203 million in net sales year-over-year. That will be partially offset by approximately $80 million in revenue from March through year-end from co-pack sales from our Mexico facility based on our arrangement with Seneca to retain manufacturing in Irapuato. The adjusted EBITDA impact of this divestiture is expected to be at least neutral as we restructure costs to reflect the exit of the business.

We have also reflected the impact of both the 53rd week and the divestitures of Don Pepino Sclafani and Le Sueur U.S. during fiscal year '25, representing approximately $38.4 million in net sales and $5.4 million in adjusted EBITDA. Further, the pending divestiture of Green Giant Canada and the pending acquisition of the collagen and Kitchen Basics broth business have not been reflected in our guidance. We will update fiscal year '26 guidance after those transactions have closed, but expect Canada to be neutral from an adjusted EBITDA impact and the broth and stock acquisition to deliver incremental sales and adjusted EBITDA at healthy margins.

Looking forward, fiscal year '26 is poised to be a transformational year with a more focused, higher-margin and stable portfolio. Once divestitures and closing transaction services have been completed. We expect continued improvement in base business trends towards the long-term algorithm of 1%. Further, we will also become a less complex, more efficient and leaner company behind a simpler portfolio, restructuring operations to rightsize overheads and focus resources and investment behind the core categories and brands in spices and seasonings, meals and baking staples.

Thank you. And I will now turn the call over to Bruce for more detail on the quarterly performance and outlook for fiscal 2026.

Thank you, Casey. Good afternoon, everyone. Thank you for joining us today. Despite a challenging start to the year, we had strong momentum in our business throughout the year to finish fiscal 2025 on a positive note.

For the fourth quarter of 2025, we generated $539.6 million in net sales, a net loss of $15.2 million or $0.19 per diluted share, adjusted net income of $22.8 million or $0.28 per adjusted diluted share. $84.7 million in adjusted EBITDA and adjusted EBITDA as a percentage of net sales of 15.7%. For fiscal 2025, we generated $1.829 billion in net sales, a net loss of $43.3 million or $0.54 per diluted share, adjusted net income of $41.3 million or $0.51 per adjusted diluted share, $272.2 million in adjusted EBITDA and 14.9% of adjusted EBITDA as a percentage of net sales.

The company's net loss for the fourth quarter and fiscal 2025 were primarily attributable to pretax noncash impairment charges to intangible assets and assets held for sale. During fiscal 2025, the company recorded pretax noncash impairment charges of $34.8 million to related intangible trademark and customer relationship assets for the Green Giant brand in the fourth quarter and $26 million related to indefinite life intangible trade assets for the Victoria and McCann's brands during the third quarter of 2025.

In addition, the company recorded a pretax noncash impairment charge for assets held for sale for the pending Green Giant Canada divestiture of $27.8 million in the third quarter of 2025 and an additional $0.7 million in the fourth quarter. Further details regarding the impairments are included in our earnings release and 10-K. As a reminder, we were very busy during fiscal 2025 from an M&A perspective and we have already added to that activity in fiscal 2026. 2025 M&A activity includes the divestiture of Don Pepino and Squifani brands during the second quarter, the divestiture of Le Sueur U.S. brand during the third quarter and our entry into an agreement during the fourth quarter to divest Green Giant Canada, which subject to regulatory approval in Canada, and other customary closing conditions, is expected to close during the second quarter of 2026. 2026 M&A activity includes our previously announced entry into an agreement in January to acquire the Collagen and Kitchen Basics brands from Del Monte Foods.

The acquisition has already received bankruptcy court approval and subject to customary closing conditions and the simultaneous closing of 2 other bankruptcy sales unrelated to B&G Foods or the Broth in stock business by Del Monte Foods. It is expected to close before the end of March. We are very excited to add these 2 well-known Braten stock brands to our portfolio. In addition, just yesterday, we signed, closed and announced an agreement to sell the Green Giant U.S. Frozen business the Seneca Foods. We received approximately $63.2 million in proceeds from the Green Giant U.S. frozen business, which will use together with the proceeds from the previously completed divestitures to fund the Collegen and Kitchen Basics acquisition.

In effect, we are using the sale proceeds from a Green Giant U.S. Frozen business that recently was approximately breakeven at best on our P&L to partially fund the acquisition of the more profitable Collagen and Kitchen Basics business. The Green Giant U.S. Frozen sale included in our frozen vegetable manufacturing operations in Yuma, Arizona, but it did not include our frozen vegetable manufacturing operations in Erato, Mexico.

In connection with the sale, we have entered into a co-pack agreement with Seneca Foods pursuant to which we will continue to produce certain [indiscernible] frozen products for sale by B&G Foods to Seneca Foods. We expect net sales under the Copec agreement of approximately $100 million per year, and we expect to make a modest profit on such co-pack sales.

As Casey said, we believe that Seneca is the right owner for the brand. Seneca is 1 of North America's leading providers of packaged vegetables, and it has the focus to best serve the millions of consumers that regularly enjoy Green Giet products. Seneca has also now reunited the Green Giant brand for both frozen and shelf-stable products. As we review our fourth quarter and fiscal 2025 results, we will highlight the comparative differences that result from the divestitures of the Don Pepino Sclafani and Le Sueur U.S. brands, which we own for all of fiscal 2024, but only parts of fiscal 2025 and as a reminder, the divestiture of Green Giant Canada and the acquisition of Collagen and Kitchen Basics have not yet closed.

Additionally, the Green Giant U.S. Frozen brand closed yesterday. As a result, these 3 transactions did not impact our fourth quarter or our fiscal 2025 results. Net sales for the fourth quarter of 2025 decreased by $12 million or 2.2% to $539.6 million from $551.6 million for the fourth quarter of 2024. The decrease was primarily attributable to the divestitures of the Don Pepino Sclafani and Le Sueur U.S. brands, which collectively generated $16.4 million in the fourth quarter of 2024.

Base business net sales for the fourth quarter of 2025 increased by $4.4 million or 0.8% to $539.6 million as compared to $535.2 million for the fourth quarter of 2024. The increase in base business net sales was driven by an increase in net pricing and the impact of product mix of $2.8 million or 0.5% and an increase in volume of $1.9 million, 0.4% of base business net sales, which was offset in part by the negative impact of foreign currency of $0.3 million.

Base business volumes were positively impacted by the 53rd week that occurred in our fourth quarter of 2025. Gross profit was $122.7 million for the fourth quarter of 2025 or 22.7% of net sales and adjusted gross profit was $123.9 million or 23% of net sales. Gross profit was $118.7 million for the fourth quarter of 2024 or 21.5% of net sales and adjusted gross profit was $122.3 million or 22.2% of net sales.

Input cost inflation was largely benign in the fourth quarter of 2025, much as it was throughout the earlier portion of the year with parts of our portfolio experiencing somewhat higher costs and other parts of the portfolio having somewhat lower costs. Across their manufacturing network, we have factories that experienced both positive and negative absorption variances throughout the year, while we once again drove efficiency and savings across our network through our continuous improvement efforts that helped offset declines in volumes.

Tariffs negatively impacted our gross profit and adjusted gross profit by approximately $4.4 million during the fourth quarter of 2025 and $9.5 million for the year. Approximately half of the tariffs or $2.3 million during the fourth quarter and $5.4 million for the year impacted our Spices & Flavor Solutions business unit and the remainder spread across the other BUs.

Selling, general and administrative expenses increased by $3.7 million or 7.3% to $54 million for the fourth quarter of 2025 from $50.3 million for the fourth quarter of 2024. The increase was comprised of increases in general and administrative expenses of $2.3 million, acquisition divestiture-related and nonrecurring expenses of $1.2 million and selling expenses of $1.1 million, partially offset by decreases in consumer marketing expenses of $0.9 million.

Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.9 percentage points to 10% for the fourth quarter of 2025 compared to 9.1% for the fourth quarter of 2024. We generated $84.7 million in adjusted EBITDA or 15.7% of net sales for the fourth quarter of 2025 compared to $86.1 million or 15.6% in the fourth quarter of 2024. The Le Sueur U.S., Don Pepino Sclafani brands contributed approximately $1 million to adjusted EBITDA during the fourth quarter of 2024. And as I mentioned previously, tariffs negatively impacted our fourth quarter 2025 adjusted EBITDA by approximately $4.4 million.

Net interest expense decreased by $0.8 million or 2.1% to $38.8 million for the fourth quarter of 2025 from $39.6 million for the quarter -- fourth quarter of 2024. Depreciation and amortization was $16.1 million for the fourth quarter of 2025 which is largely in line with the $16.9 million for the fourth quarter of 2024.

We had adjusted net income of $22.8 million or $0.28 per diluted share in the fourth quarter of 2025. In the fourth quarter of 2024, we had adjusted net income of $24.6 million or $0.31 per adjusted diluted share. Adjustments to our EBITDA net income are described further in our earnings release. I would now like to touch base on the results by business unit for the fourth quarter. Net sales for Specialty decreased by $6.5 million or 3% in the fourth quarter of 2025 to $210.2 million from $216.7 million in the fourth quarter of 2024. The decrease was primarily due to the divestiture of Don Pepino and Sclafani brands, which generated $4 million in the fourth quarter of 2024. And by the impact of lower Crisco pricing. Specialty segment adjusted EBITDA decreased by $4.2 million or 7% in the fourth quarter of 2025 compared to the fourth quarter of 2024. The decrease was primarily due to the divestiture of the Don Pepino and Sclafani brands as well as unfavorable cost comparisons in certain raw materials, manufacturing expenses and the input impact of tariffs.

Net sales for Meals increased by $1.3 million or 1.1% in the fourth quarter of 2025 to $124.2 million from $122.9 million in the fourth quarter of 2024. The increase was primarily due to the impact of higher net pricing and improved product mix, offset in part by modestly lower volumes across the meals business unit. Meals segment adjusted EBITDA increased by approximately $3.8 million, primarily driven by the impact of higher net pricing and improved product mix, favorable cost comparisons in certain raw materials and manufacturing expenses, which offset the impact of tariffs. Net sales for frozen and vegetables, excluding the impact of the Le Sueur U.S. divestiture, were up by $1.3 million or 1.4%.

The Le Sueur U.S. brand generated $12.4 million in the fourth quarter of 2024. Frozen and vegetables segment adjusted EBITDA increased by $2.8 million in the fourth quarter of 2025 compared to the fourth quarter of 2024. The primarily driven by favorable raw material, manufacturing and foreign currency comparisons. The impact of tariffs on the frozen and vegetable business unit were marginal in the fourth quarter.

Net sales for spices and Flavor Solutions increased $4.3 million or 4.2% in the fourth quarter of 2025 to $106.1 million from $101.8 million in the fourth quarter of 2024. The increase was primarily due to higher volumes across the Spices & Flavor Solutions business unit, coupled with higher net pricing and product mix. Spices & Flavor Solutions segment adjusted EBITDA decreased by $2.9 million or 11.1% in the fourth quarter of 2025 compared to the fourth quarter of 2024. The decrease in segment adjusted EBITDA was largely driven by a combination of tariffs as well as by increases in raw material costs, such as black pepper and garlic and the impact of unfavorable absorption. These negative impacts were offset in part by the positive benefits of higher net pricing and improved product mix.

Now I will spend a little time on our cash flows and balance sheet. Net cash provided by operating activities was strong in the fourth quarter of 2025 with $95.4 million in the fourth quarter of 2025 compared to $80.3 million in the fourth quarter of 2024. Further, net cash provided by operating activities in the fourth quarter and fiscal year 2025 was negatively impacted by our $11.5 million deposit paid in connection with the pending Collagen and Kitchen Basics acquisition.

Our balance sheet has also improved. We reduced our net debt to $1.912 billion at the end of the fourth quarter of 2025 compared to $1.994 billion at the end of fourth quarter of 2024. And $2.023 billion at the end of fourth quarter 2023. We also reduced our net debt to pro forma covenant adjusted EBITDA to 6.57% at the end of the fourth quarter of 2025. Pro forma for the divestiture of the Green Giant U.S. Frozen business and if we include the $11.5 million cash deposit for the acquisition of the Collagen and Kitchen Basics brand, our net debt would have been approximately $1.835 billion and our net debt to pro forma covenant adjusted EBITDA would have been a little bit less than 6.25x.

I am very pleased to report that we expect to remain on track to reduce our net debt to pro forma covenant adjusted EBITDA to nearly 6.0x by the end -- or excuse me, by the midpoint of this year. As a reminder, we continue to live in unpredictable times. Our 2026 guidance reflects what we know today and, for example, does not factor in significant changes in inflation, tariff policies or the potential impact of escalation of the conflict in Eastern Europe, the Middle East or Latin America could have on our results. We are also only including the impacts of acquisitions and divestitures that have already closed in our guidance. net sales and adjusted EBITDA for the Don Pepino Sclafani, Le Sueur U.S. and Green Giant U.S. Frozen brands, are excluded from our guidance from 2026. Because we no longer own them, even though all of these brands were included in at least part of our fiscal 2025 results.

Similarly, the pending divestiture of Green Giant Canada and the pending acquisition of the Collagen and Kitchen Basics brands are not factored into our 2026 guidance because these transactions have not yet closed. In addition, our guidance reflects that fiscal 2026 has one fewer week than fiscal 2025, which had a 53rd week. While we love the benefit of the 53rd week in our fiscal '25 results, we will lap that benefit or approximately $18 million in net sales during fiscal 2026.

As a result and as noted in our earnings release, we expect fiscal 2026 net sales in the range of $1.655 billion to $1.695 billion, adjusted EBITDA in the range of $265 million to $275 million and adjusted EBITDA as a percentage of net sales in the range of approximately 16% to 16.5%. And based on this guidance, we expect adjusted diluted earnings per share to be in a range of $0.55 to $0.65.

Now I will turn the call back over to Casey for further remarks.

Thank you, Bruce. In closing, B&G Foods is making strong progress against our long-term goals, improving the base business net sales trends of the core business towards the long-term objective of plus 1%, reshaping the portfolio for future growth, stability, higher margins and cash flows; and finally, reducing leverage below 5.5x through divestitures and excess cash flow to facilitate strategic acquisitions.

Net, I'm excited about the future of our portfolio and B&G Foods in fiscal year 2026 and beyond. This concludes our remarks, and now we would like to begin the Q&A portion of our call. Operator?

[Operator Instructions] And the first question will come from Scott Marks with Jefferies.

First thing I wanted to touch upon, if I I heard you correct the kind of in the prerecorded remarks, I think I heard that base business net sales were down 2.4% and excluding acquisitions and 53rd week, which I believe is roughly in line with what you posted in the prior quarter. I think we've heard from some of your peers about maybe a more challenging consumer environment out there. So maybe if you can just help us understand what was it about the quarter that allowed you to kind of maintain the cadence of sales quarter-over-quarter and how you're thinking about that heading into this year?

I think we're expecting that our base business net sales will continue to improve. I mean it was a slight or modest improvement in Q4 versus Q3. So we went in Q3 from 2.7% and negative 2.7% to negative 2.4% in quarter 4. We've seen progress on some of our brands and businesses. spices and seasonings, in particular, has has been pretty resilient and posting some good numbers. We've had growth in our Canadian business.

We've had growth in our foodservice business. We've had growth in the kind of concentrated private label business that we have. So part of what we're seeing is a gradual improvement in our kind of U.S. food retail consumption, and it's gradual and then just some strength in our other parts of our business, which represent probably 35% of our portfolio in those nonmeasured channels. So I mean I'm expecting to get -- to have it get a little bit stronger in 2026. Long term, our aspiration is to get to a 1% growth. And I think we have we're moving towards that, but not there yet.

So we want to continue to track that, make sure that our plans on our key brands and core brands and post the Green Giant divestiture make sure that our plans and those brands are strong enough to continue to drive progress.

Appreciate the color there. Next question would just be kind of along the same vein, I think we've heard from some of your package peers about the need to kind of reinvest a little bit support some of the brands at the shelf with the consumer. Just wondering if you can share maybe how you're thinking about brand support in 2026 relative to what you've been doing to this point?

I think we've got -- we will probably do -- we'll probably spend a very similar amount in 2026 that we did in 2025. Obviously, we'll have a different portfolio, so we won't have the Green Giant business anymore. We have, in our plans, focused to spending more against some of our core big brands. So Ortega, Crisco, et cetera. So I think what you're going to see from us is probably an increase in spending on a few brands. But net, overall, we're probably going to have -- be flat or maybe slightly up in our marketing spend. And it's really brand by brand that we're looking at it.

Where do we need to be more competitive, where do we need to spend? Where do we need to up our game in innovation? Where do we need to do more against the consumer, where do we need to do more on a digital front -- so we're looking at it that way. But overall, I think we recognize in some of our categories, it is a more competitive environment, and we're going to have to up our game and we're focusing the resources on places where we need to do it.

Appreciate it. And then if I could just sneak in one more. I think I heard the comment on there that quarter-to-date base business trends were up 4%. Just wondering how much of that may have been driven by pantry loading ahead of some of the winter storms we've seen versus how much of it have you seen kind of sustained through the quarter?

We were -- our sales were up in both January and February. I think there's really 2 factors. One is the weather -- so a couple of winter storms, colder temperatures throughout January, late January and February. Our portfolio is all around baking staples and Crisco, grandma, Colabor girl, dry soups, Bear Creek. What we've seen is that weather is causing consumption growth or purchasing growth in those baking staples business where people are baking more at home during a colder weather.

So that's one thing. And you definitely saw that during the winter storm periods, and you see strength in our baking Staples business as a result of that I think the second thing is we lapped at the -- in the end of January last year, we lapped a pretty significant amount of trade inventory reduction, I think just like the rest of the CPG industry or the packaged foods industry. So we're also lapping that as well.

So that's what's driving the 4%, but obviously, 4% on our core business trends gives me a lot of confidence that we're heading towards that base business number of -- that we said about 0.4% for fiscal year '26. We're off to a fast start with 2 months.

Your next question will come from Rob Moskow with TD Securities.

This is Victor Ma on for Rob Moskow. So I just wanted to ask about the balance sheet. Where should we expect leverage to end up after you complete the Green Chin Canada sale? And then if you can give some color about where that kind of shapes up after you closed collagen?

Yes. Those are the big drivers towards the approaching 6x net leverage by mid-summer that I referenced earlier. We're on our way to that 4.5 to 5.5x long-term target, but we still have some more work to do. But as a reminder, with the Green Giant transactions, both U.S. and Canada, we're selling businesses that don't make any EBITDA for proceeds. We're effectively taking similar proceeds turning around and funding the acquisition of the Collagen and Kitchen Basics business that generate pretty nice EBITDA as we described in the press release when we announced those.

So we're really excited to get those transactions done, actually buying something, adding EBITDA and actually additive to our leverage from a going in the right direction.

Yes. I mean the net of all those acquisitions -- I mean, those divestitures, the Green Giant divestitures, both in Canada and the U.S. frozen and the Collagen and Kitchen Basics acquisition, we're going to reduce our leverage by about 50 basis points. That's -- that's what we're projecting.

It seems that our questioner has disconnected. We're going to move on to our next question, and that will be from William Reuter with Bank of America.

So I want to make sure I understand the business that's going to be remaining as part of the Green Giant U.S. transaction. I thought that case, you said there was going to be $80 million of sales remaining. But then Bruce, I thought you said there'd be $100 million remaining. I guess, first, can you clarify that difference?

Yes. So the difference is Casey is talking about effectively incremental in 2026 as we think about that. And that's the $83 million or so. The $100 million is a run rate annual basis. Just the difference in timing of 10 months versus a full 12-month ongoing.

Got it. And is it your expectation that you will continue to run these businesses for the long term, I guess, do you want to continue to run those? Or is there a requirement for you to continue to supply Seneca for some period of time?

So with this manufacturing facility, TBD, we entered into a multiyear relationship with them as a co-packer. We've known them for a long time. We think we've got a great relationship with them, and they've been a great partner to us. We think we can create value here. both for us and for Seneca by running these facilities. But it's also possible that we monetize them at some point in the future if it makes more sense for somebody else.

Got it. And I guess my last question is around the same topic. I feel like the Green Giant U.S. business has been 1 of the challenges here over the last several years. And you said you expect it will be modestly profitable -- is there any fear that the agreement as is put in place could result in losses?

No. No. We're basically getting a tolling and management fee on the business cost plus. Yes. So we'll be fine. And at the end of the day, Seneca is the right owner for this business. So what was marginally profitable for us at best will be a profitable business for them. They're in this space. This is what they do. They're the right owners. Unfortunately, for us, it just wasn't the right business for us.

Your next question will come from Hale Holden with Barclays.

Just one follow-up on Bills. Is your expectation on the Mexico plant to just supply Seneca? Or would you go out and try to come in for other people there?

Our expectation is to build that business and have other customers as well. We think there's a real value creation opportunity here for us.

Got it. And then so had previously sort of implied that maybe the dividend might be readdressed or thought about once all the transactions are completed. Is that still the time line to think about as of mid-June or would it be sooner?

Yes. I mean, look, our Board approves or not a dividend every quarter. As you said, we haven't completed all of the transactions. So I guess stay tuned.

Great. And then my last question is on the spices business quarter-to-date, -- have you sort of gotten all that pricing back with the elasticity that you expected? Like sort of would we see that wash out in the first quarter? Or does it take longer?

Yes. So are you talking about like pricing around tariffs?

Pricing around tariffs to recover the EBITDA loss in the fourth quarter?

Yes, we should be really by like December of 2025. So if you think about our fourth quarter, tariffs started to hit us back in April liberation Day, and they were really elevated levels for a lot of things in the tariff in the spice portfolio, that was the highest exposure we had as an organization. Those tariffs were in full effect in the fourth quarter, some at lower levels than they were, but in full effect. But our pricing didn't go into effect really until kind of the middle of November. We should be covered on a go-forward basis, but we were not covered, as you noted in the full fourth quarter.

So you would have seen the pricing really implemented in different channels, November or December. And so we're just now kind of reading actual elasticities, but we built in some expectation of elasticity with those pricing, but it's pretty small. I mean, the increases on spices and seasonings SKUs weren't really much more than low single to mid-single digits. So we'll see some impact, but it won't be that big and we've already kind of factored that into our projections.

Your next question will come from Karru Martinson with Jefferies.

Just on the broth business of kind of $18 million, $22 million of EBITDA, is there a seasonality to that EBITDA contribution as it comes into our P&L.

Probably skewed like a lot of the stuff we have towards that winter for different reasons, but subseason. I mean it's a good solid throughout the year, but probably the bulk of the sales are in the winter months.

Q4, Q1, it has a winter seasonality, baking seasonality, holiday seasonality trend to it. But I mean I think when we guide, when we close it, we'll we'll provide some color and guidance on the flow of the business.

Okay. And my apologies, you were breaking up just a little bit. On the tariff impact, is there any expectation that the changes in the tariff here? Will result in changes in pricing? Or is it thought that you keep the pricing that you have and see what happens down the road with all the other moving parts?

I mean we certainly have to see what happens with the tariffs before we do anything.

But right now, we're largely maintaining the pricing on things that could potentially change. Spice is it's fairly well known because those have sort of the -- an exclusion around unavailable natural resources. So we are managing those pretty carefully. But I mean, my expectation, to be honestly, from a planning standpoint, is there will be some volatility in this -- but we need to expect that current tariff rates will stay in place roughly across our portfolio.

Okay. And then just lastly, kind of the big picture with the capital structure goes current in September. What are the plans there?

I'd assume we have more debt pay down and some refinancing between now and sort of before maturity, certainly.

Our next question will come from Eli Lab with BMO Capital.

I'm just trying to reconcile because I think I may have missed your numbers. So I think you said that pro forma you expect debt to be 1840. Is that correct?

I think I said 1835, but...

Okay. So 1835 -- and then...

I'm rounding.

Okay. No problem. And then the leverage would be $6.3 million -- so that against that translates into, let's say, around $290 million of pro forma EBITDA. Is that correct? So after the sales and the acquisition, that's the new.

Yes. So just a couple of things. So I was using round numbers, as I said, approximately 6.25%. And the 1 piece that you are missing. So within our covenant adjusted EBITDA is our EBITDA. It's also pro forma for acquisitions, divestitures as well as noncash compensation. And so there's a couple of moving pieces between if you think about the $272 million, $273 million for 2025 and the $290 million that you're Algebra is suggesting, there's a couple of things to get there. But we used it off of a trailing number.

Would you be able to kind of massage that for us the divestitures and the acquisition and the denominator that we should think about?

Well, you're getting the right number. I'm not trying to be difficult. No, no. We've got a public adjusted EBITDA, right? And so the difference is various adjustments for some of the divestitures that we made last year, right? On a Green Giant U.S. frozen, it's neutral to and we're not impacting yet for the Canada business, although that is also neutral and the broth business. So your math is right. And like I said, there's adjustments -- you see it in our numbers. They're pretty consistent what they normally are. We add back noncash comp so to most companies when thinking about leverage calculations.

Your next question will come from William Reuter with Bank of America.

Just 2 follow-ups. I think the first question that was asked was kind of how are you able to do so much better than the industry? Because I do think that, that is something which we're you seem to be experiencing. Do you think that your innovation has been better than maybe if we were to just take the packaged branded consumer food companies have done over the last year?

I think we got a lot of the same challenges that the industry have, but we do have a slightly different portfolio mix, right? And so if you think about a lot of the portfolio shaping that Casey has kind of pushed over the last couple of years. We're eliminating things like Green Giant that's been a drag in our business. We're focused very heavily on our spice business that has better trends and access to some of the other channels that are growing. So I don't know. I still think it's a tough world. Don't get me wrong, but we're doing our best.

I mean the way I'd answer it is just look at our portfolio, in measured Nielsen data in the U.S. We have a 35%, maybe a little bit higher split in other businesses and other channels that aren't really measured -- and that's where we're seeing a lot of growth. And if I just kind of top line that for you, we're seeing the same challenges in the Nielsen grocery world, food world that I think everybody else has seen. We're getting better in some of our businesses, and we're making improvements, but it's still pretty challenging.

So I don't want to kid you that it's not challenging. The strength in our business has been we have a couple -- we have a couple of private label businesses in spices and seasonings in baking powder that have been very strong. The trends on those have been very strong. They are profitable businesses for us. but the trends have been really strong. We also have a foodservice business that has been growing, and that's a fairly significant chunk -- heavily weighted towards spices and seasonings, but we have other businesses in that an industrial business behind baking powder, spaces. And then we have Canada, which although it doesn't make money, has been growing. The Green Giant frozen vegetable business and [indiscernible] business in Canada has been growing. So that is that's kind of the math of why you're maybe seeing some better trends in our total portfolio because of channel development, then maybe you'll hear from other purely branded food focused manufacturers. If that helps, that helps.

Yes. That does help. And then I guess the outlook for input costs in fiscal year '26. What type of inflation are you seeing? Are there any areas that concern you?

It's relatively modest across the portfolio. So there'll be inflation. We'll look to cover it as needed, whether it's a little bit of price and some productivity initiatives. But this -- so far, there's nothing like that 2022, '23, where we had like double-digit inflation.

I would say the only area we're kind of watching closely is soybean oil. We've seen a little bit of increase in soybean oil. We tend to try and recover that. but it has been increasing over the last couple of months. And I'm concerned about soybean oil and the disruption of any kind of conflict in the Middle East or anything.

Last time we had a conflict in the start of the conflict in Ukraine in '22, we saw soybean oil shoot up. So I'm not concerned. I'm not really concerned yet, but that's one we're really watching because we have seen a little bit of creep up.

And this will conclude our question-and-answer session as well as our conference call for today. Thank you for your participation. You may now disconnect.

Good day, and welcome to the B&G Foods, Inc. Third Quarter 2025 Financial Results Conference Call. Today's call, which is being recorded is scheduled to last about 1 hour, including remarks by B&G Foods management and the question-and-answer session.

I would now like to turn the call over to AJ Schwabe, Senior Associate, Corporate Strategy and Business Development for B&G Foods. Thank you, and over to you.

Good afternoon, and thank you for joining us. With me today are Casey Keller, our Chief Executive Officer; and Bruce Wacha, our Chief Financial Officer. You can access detailed financial information on the quarter in the earnings release we issued today, which is available at the Investor Relations in bgfoods.com.

Before we begin our formal remarks, I need to remind everyone that part of the discussion today includes forward-looking statements. These statements are not guarantees of future performance, and therefore, undue reliance should not be placed upon them. We refer you to B&G Foods' most recent annual report on Form 10-K and subsequent SEC filings for a more detailed discussion of the risks that could impact our company's future operating results and financial condition. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

We will also be making references on today's call to the non-GAAP financial measures, adjusted EBITDA, segment adjusted EBITDA, adjusted net income, adjusted diluted earnings per share, adjusted gross profit, adjusted gross profit percentage, base business net sales and segment adjusted expenses. Reconciliations of these financial measures to the most directly comparable GAAP financial measures are provided in today's earnings release.

Casey will begin the call with opening remarks and discuss various factors that affected our results, selected business highlights and his thoughts concerning the outlook for the remainder of fiscal 2025. Bruce will then discuss our financial results for the third quarter of 2025 and our updated guidance for fiscal 2025.

I would now like to turn the call over to Casey.

Good afternoon. Thank you, AJ, and thank you all for joining us today for our third quarter 2025 earnings call.

Today, I will cover an overview of third quarter performance, Bruce will cover more detailed financial results; an update on recent divestitures and future portfolio, and the outlook for Q4 and beyond.

Q3 results. The third quarter demonstrated significant improvement in adjusted EBITDA delivery with sequential improvement in base business net sales trends. Q3 net sales of $439.3 million finished minus 4.7% versus last year, although base business net sales, which excludes the impact of divestitures were down minus 2.7%. Third quarter adjusted EBITDA was $70.4 million, flat versus last year on a reported basis, but up year-over-year, excluding the impact of divestitures.

Some of the key drivers. Q3 benefited from the implementation of our back-half $10 million cost savings initiative. SG&A overhead was down $2 million from last year as a result of specific restructuring actions. Cost of goods sold, or COGS, as a percentage of net sales improved 40 basis points versus last year behind incremental productivity efforts. The frozen and vegetables business unit delivered strong segment adjusted EBITDA recovery in Q3, plus $3 million as new crop pack costs came in favorable to last year's weak crop and our Mexico facility achieved strong productivity gains.

The Spices & Seasonings business unit grew net sales plus 2.1% in Q3, benefiting from the growth in fresh food and proteins as well as strength in our club and foodservice channels. Segment adjusted EBITDA was impacted by tariffs with targeted pricing implemented to recover those costs in Q4.

The divestiture of the Don Pepino and Sclafani business in May and the Laure U.S. Can Ps brand in August, removed approximately $10.3 million of net sales and $3.2 million in adjusted EBITDA from Q3.

Portfolio divestitures. B&G Foods continued strong progress in reshaping and restructuring our portfolio in the third quarter. Last week, we announced the divestiture of our Canadian Green Giant business in canned and frozen vegetables. That divestiture is subject to Canadian regulatory approval and is expected to close late in the fourth quarter or during Q1 fiscal year '26.

Further, we continue to evaluate and pursue the divestiture of our Green Giant U.S. frozen business, the last part of the frozen and vegetables business unit. Green Giant is a strong brand in a good category, but is not the right fit for the B&G portfolio -- B&G Foods portfolio with seasonal production, a different temperature state, geographic complexity and higher working capital intensity.

These Green Giant divestitures, along with the recently completed Don Pepino, Sclafani and Le Sieur divestitures will create a more highly focused B&G Foods, which we believe will lead to adjusted EBITDA as a percentage of net sales approaching 20% and increased cash flow generation, a lower leverage ratio closer to 5x, a more efficient cost structure and clear synergies within our portfolio.

Fiscal year '25 outlook. We expect the fourth quarter to show continued improvement versus the first half fiscal year '25 trend; flat net sales, excluding the divestitures with year-over-year growth in adjusted EBITDA. The key assumptions behind our latest guidance. The 53rd week is expected to add 2% to 3% sales growth in Q4, a partial week benefit. Excluding the impact of the 53rd week, base business net sales are projected to be down approximately 2% to 3% in Q4, consistent with the trend in Q3. We expect to realize additional savings in Q4 as part of the incremental $10 million cost efficiency initiative launched earlier this year with an annual run rate of approximately $15 million to $20 million in savings. These include additional productivity in COGS, trade and market spending efficiencies, accelerated SG&A savings and discretionary spending cuts.

The U.S. frozen vegetable business is expected to continue to show improved adjusted EBITDA performance behind more favorable crop pack costs and strong productivity in our Mexico manufacturing facility. We have executed targeted pricing to recover incremental tariffs at existing levels, which become effective for most customers starting in November. As a result, we have revised a narrow guidance for fiscal year '25 to $1.82 billion to $1.84 billion in net sales and $273 million to $280 million in adjusted EBITDA, which reflects the impact of recently completed divestitures and the base business trends.

Finally, we are committed to reducing leverage and balance sheet risk. In the third quarter, typically the high point of our seasonal inventory pack, our consolidated leverage ratio was 6.88x. We expect to reduce our consolidated leverage ratio to 6x within the next 9 months by using divestiture proceeds and excess cash generated through improved EBITDA performance and lower working capital needs to reduce long-term debt.

Looking forward, fiscal year '26 is poised to be a transformational year with a more focused, higher-margin and stable portfolio. Once divestitures and post-closing transition services have been completed. We expect continued improvement in base business trends towards the long-term algorithm of 1%. Further, we will also become a less complex, more efficient and leaner company behind a simplified portfolio, restructuring operations to rightsize overheads and focus resources and investments behind the core categories and brands in Spices & Seasonings, meals and baking staples.

Thank you, and I will now turn the call over to Bruce for more detail on the quarterly performance and outlook for the remainder of fiscal 2025.

Thank you, Casey. Good afternoon, everyone. Thank you for joining us today. I am pleased to report that despite a challenging consumer backdrop, we had a reasonably strong third quarter, driven by a mix of continued strength in some channels such as club and food service as well as the validation of our cost savings initiatives.

As a reminder, we divested the Don Pepino, Sclafani brands at the end of May and then the Le Sieur brand in the United States on August 1 of this year. As a result, our third quarter financial results this year exclude Don Pepino and Sclafani for the full quarter and Le Sieur U.S. for approximately 2 of the 3 months of the quarter.

Last week, we announced the agreement to sell our Green Giant and Le Sieur frozen and shelf-stable product lines in Canada to Nortera Foods, subject to regulatory approval in Canada and the satisfaction of customary closing conditions. We expect the transaction to close in the fourth quarter of 2025 or the first quarter of 2026.

Because the Canadian transaction has not yet closed, it did not impact our financial results for the third quarter. Although when reviewing our 10-Q, you will notice that the business has been designated as an asset held for sale on our balance sheet as of the end of the third quarter of 2025.

For the third quarter of 2025, we generated $439.3 million in net sales, $70.4 million in adjusted EBITDA, 16% adjusted EBITDA as a percentage of net sales and $0.15 in adjusted diluted earnings per share. Overall, net sales for the third quarter of 2025 decreased by $21.8 million or 4.7% to $439.3 million from $461.1 million for the third quarter of 2024.

Base business net sales, which excludes the net sales for the Don Pepino Sclafani and Le Sieur U.S. brands for both periods, decreased by $11.9 million or 2.7% in the third quarter of 2025 compared to the third quarter of 2024. $12.9 million or 290 basis points of the decline in base business net sales was driven by lower volumes and $0.3 million or less than 10 basis points of the decline was driven by foreign exchange. The decline was offset in part by $1.3 million or 30 basis points of benefit from an increase in net pricing and the impact of product mix.

Our Spice & Flavor Solutions business unit led our top line performance for the third quarter, with net sales up by $2.1 million or 2.1%. Driving the performance was continued growth for our partner, brand in club and our foods business. Spices & Flavor Solutions segment adjusted EBITDA was down by approximately $2.1 million for the third quarter as a result of higher raw material costs and tariffs primarily on Chinese garlic and black pepper, that is sourced from Vietnam as well as cinnamon and onions.

Much like our peers in the industry, we have executed pricing actions to help offset these cost increases. Our Spices & Flavor Solutions business unit began to see the benefit of pricing to offset certain commodity increases in July, and we expect to begin to see additional benefit to offset tariffs beginning this month.

Our Meals business unit had reasonable top line performance for the quarter despite its concentration in a still challenged retail grocery environment. Net sales for Meals decreased by $1.6 million or 1.4% for the third quarter. However, Meal segment adjusted EBITDA increased by approximately $0.6 million for the quarter.

We continue to see softness for our specialty business unit. Base business net sales for specialty, which excludes net sales for the Don Pepino and Sclafani brands for both periods decreased by approximately $7 million or 4.5% for the third quarter of 2025 as compared to the third quarter of 2024. Nearly 60% of that decline was driven by Crisco.

Crisco net sales were down by $4.1 million for the third quarter, with approximately half of the decrease as a result of lower net pricing that was reduced in part to reflect lower input costs for soybean oil and half driven by lower volume. Despite the decline in net sales, Crisco segment adjusted EBITDA was flat for the third quarter as compared to the third quarter of 2024.

Overall, Specialty segment adjusted EBITDA was down $3.6 million or 8.7% for the quarter, including the negative drag from lapping third quarter 2024 profits from the Don Pepino and Sclafani brands. Base business net sales for our frozen and vegetables business unit, which excludes net sales for the Le Sieur U.S. brand for both periods, declined by $5.4 million or 6.7% for the third quarter as compared to the third quarter of last year. However, frozen and vegetables segment adjusted EBITDA increased by $3 million as we will pass the expensive 2024 crop season and unfavorable peso exchange rates.

Green Giant is also benefiting from productivity improvements and cost savings initiatives in our Mexican manufacturing facility.

Overall, for B&G Foods, gross profit for the third quarter of 2025 was $99 million or 22.5% of net sales. Adjusted gross profit was $98.8 million or 22.5% of net sales. Gross profit for the third quarter of 2024 was $102.3 million or 22.2% of net sales. Adjusted gross profit was $102.4 million or 22.2% of net sales.

Promotional trade spend, which is captured in our net sales line, increased by approximately 110 basis points in the third quarter of 2025 versus the third quarter of 2024, sequentially favorable to year-over-year increases of 178 basis points in the first quarter of 2025 and 120 basis points in the second quarter of 2025. While we continue to invest in our brands and reduce prices on shelf for consumers, we must also balance this with managing our profitability.

Our material labor and overhead costs improved by nearly 100 basis points as a percentage of gross sales during the third quarter of 2025 as compared to the third quarter of last year. Material labor and overhead costs were favorable by 40 basis points as a percentage of net sales.

Input cost inflation as measured by raw material costs across the basket of inputs in our factories has remained modest thus far in 2025, except for elevated costs in black pepper, garlic, olive oil, tomatoes, core vegetables and cans. We continue to closely monitor inflation amid ongoing trade and tariff negotiations.

Tariffs again pressured our portfolio, reducing adjusted EBITDA in the third quarter by nearly $3.5 million, approximately 60% or $2.2 million of this impacted our Spices & Flavor Solutions business unit. Year-to-date tariff impact totals negative $5.1 million.

Selling, general and administrative costs decreased by $1.4 million or 3% to $44.6 million for the third quarter of 2025 from $46 million from the third quarter of 2024. The decrease was composed of a decrease in consumer marketing expenses of $1.8 million, general and administrative expenses of $0.6 million, warehousing expenses of $0.5 million, and selling expenses of $0.3 million, partially offset by an increase in acquisition, divestiture and nonrecurring expenses of $1.8 million.

Selling, general and administrative expenses as a percentage of net sales was 10.2%, approximately flat when compared to 10% for the prior year period.

We generated $70.4 million in adjusted EBITDA or 16% of net sales in the third quarter of 2025 compared to $70.4 million or 15.3% and of net sales in the second quarter of 2024. The divestiture of the Dan Pepino, Sclafani and Le Sieur U.S. brands during the second and third quarters of 2025, negatively impacted third quarter adjusted EBITDA by approximately $3.2 million.

Net interest expense decreased by $4.9 million to $37.3 million for the third quarter of 2025 compared to $42.2 million for the third quarter of 2024. The decrease in interest expense was primarily driven by a decrease in net debt and the benefits of lower interest rates on our variable rate debt as well as a net gain on the extinguishment of debt of $0.7 million during the third quarter of 2025 compared to a loss on extinguishment of debt of $1.9 million during the third quarter of 2024.

We repurchased an additional $20 million aggregate principal amount of 5.25% senior notes due 2027 in open market purchases during the third quarter of 2025, taking us to a year-to-date total of $40.7 million aggregate principal amount of repurchases and an average discounted purchase price of 92.94% or a discount to principal amount of approximately $2.9 million.

Depreciation and amortization was $16.6 million in the third quarter of 2025, which is largely in line with $17.2 million in the third quarter of last year. Adjusted net income increased to $11.7 million or $0.15 per adjusted diluted share in the third quarter of 2025. In the third quarter of 2024, we had adjusted net income of $10.1 million or $0.13 per adjusted diluted share. Adjustments to our EBITDA and net income are detailed further in our earnings release.

Now moving to our consolidated cash flows and balance sheet. We continue to expect cash flows to be strong this year, but there are some discrete items that negatively impacted net cash from operations in the third quarter of 2025. These included and unfavorable working capital comparison due in large part to the Le Sieur U.S. divestiture and the timing of our inventory purchases during pack season prior to the closing date of the divestiture which had negative impact on our net cash from operations during the third quarter of 2025, but increased the purchase price we received for the Le Sieur U.S. divestiture, which then had a positive impact to our net cash provided by investing activities during the quarter.

Also pursuant to our transition services agreement for Don Pepino and Sclafani divestiture, we purchased inventory during the third quarter for those brands for which we were reimbursed by the new owner in the fourth quarter. Net cash from operations was also negatively impacted by the timing of cash interest payments made during the third quarter of 2025 and compared to the third quarter of 2024 as a result of the June 2024 refinancing of our 5.25% notes due 2025.

We have reduced our net debt to $1.984 billion, and our consolidated leverage ratio as calculated pursuant to our credit agreement to 6.88x in the third quarter of 2025, despite being at our seasonal peak for net debt and inventory. As we roll off the typically heavy third quarter inventory pack build, we expect leverage to improve going into the fourth quarter of this year, and we remain on track to reduce our consolidated leverage ratio to approximately 6x by mid-2026. And as a reminder, approximately 35% to 40% of our long-term debt is tied to floating interest rates or SOFR. A 100 basis point reduction to SOFR would be expected to reduce our interest expense by approximately $7 million to $7.5 million.

As Casey mentioned earlier, we continue to make progress on our portfolio reshaping efforts, as evidenced by last week's announcement regarding Green Giant Canada and the Don Pepino, Sclafani and Le Sieur U.S. divestitures that we completed earlier this year during the second and third quarters. These divestitures are continued examples of the strategy that we believe will make us a more focused and ultimately a stronger company, while also helping us to reduce debt and eliminate heavy seasonal pack businesses from our portfolio. While these are great brands that will do well for their new owners, they don't align with the focus that we have laid out for the B&G Foods of the future.

Green Giant Canada generates approximately $100 million in annual net sales in U.S. dollars, but minimal adjusted EBITDA to our P&L. The divestitures of Don Pepino, Sclafani and Le Sieur brands in the U.S. were factored into our fiscal 2025 guidance that we provided during the second quarter earnings call. We are not yet adjusting our guidance to reflect the pending divestiture of Green Giant and Le Sieur brands in Canada, given that the transaction has not yet closed.

We are largely holding our fiscal 2025 guidance to the levels previously provided. However, given the still challenging consumer environment, we are revising and narrowing our top line guidance to $1.82 billion to $1.84 billion, adjusted EBITDA of $273 million to $280 million and adjusted earnings per share guidance of $0.50 to $0.58.

Our guidance continues to account for a modestly soft economic environment that has persistently impacted consumer spending patterns. It reflects our expectation that our top line will continue to stabilize, combined with the benefit of the 53rd week, that modest pricing around tariffs will offset the majority of these costs and that material input costs will remain relatively consistent.

In addition, our guidance incorporates our cost reduction plans, which remain on track to produce the anticipated $10 million of cost savings that we have targeted for the second half of this year. We live in an uncertain world, however, and so the risks to our guidance include increased challenges in an already difficult consumer environment, a greater-than-expected negative volume impact as the result of our pricing initiatives to offset tariffs, trade negotiations and the potential impact of any increased or retaliatory tariffs, a softer-than-expected holiday season or any destocking or other inventory management by our retail customers.

Additionally, we expect for full year 2025 interest expense of $147.5 million to $152.5 million, including cash interest expense of $142.5 million to $147.5 million; depreciation expense of $47.5 million to $52.5 million; amortization expense of $20 million to $22 million, an effective tax rate of 26% to 27%; and CapEx will likely be at the lower end of our $30 million to $35 million target.

And as we mentioned on our last call, we are committed to reducing our consolidated leverage ratio, which we expect to reduce to approximately 6x or less by the second quarter of 2026 through the successful execution of our divestiture strategy, continued stabilization of our adjusted EBITDA, our excess cash generation and continued improvements in working capital.

Now I will turn the call back to Casey for further remarks.

Thank you, Bruce. In closing, B&G Foods remains focused on a few critical priorities: improving the base business net sales trends of our core business to the long-term objective of 1%; reshaping the portfolio for future growth, stability, higher margins and cash flows as well as structuring key platforms for future acquisition growth; reducing leverage closer to 5x through divestitures and exit cash flow to facilitate strategic acquisitions.

This concludes our remarks, and now we would like to begin the Q&A portion of our call. Operator?

[Operator Instructions] We have the first question from the line of Andrew Lazar from Barclays.

Maybe first off, Casey, third quarter sales came in a bit better than at least consensus was looking for. As you mentioned, you sort of lowered the midpoint of our full year sales guidance and the low end is a bit below the previous low end that you had. So maybe what are you seeing in the fourth quarter and maybe the broader environment that has sort of caused this shift?

Yes. I think on sales guidance, we -- mostly what we did was narrowed the range down to $20 million from the previous $50 million range. We brought the bottom end down a little bit, not much. I think all we're doing is reflecting the impact of the divestitures fully. And also, we've kind of kept the base business net sales trends consistent with what we were seeing in Q3. So that the improvement that we saw in Q3 versus Q1, Q2, we're kind of projecting that into Q3 -- into Q4, sorry, into Q4.

Got it. And then I know it's a little early still because more of the pricing in the Spices & Flavorings business is still going to flow through. But so far, what have you seen in that segment around buying elasticity with respect to some of the pricing that you've taken?

I mean, we've just taken it literally, so it's only been out -- we don't have really consumption data yet for it because most of that pricing hit kind of at the end of October. We were expecting some elasticity, but not a huge amount. I mean, I think we're projecting more like 0.5, 0.6 and we'll be able to measure that within a couple of weeks now. But we've seen other manufacturers take spice increases, price increases behind tariffs and commodity costs without a significant effect.

Yes. And the pricing that we took for spices on the commodity costs earlier this year kind of went through and we had a pretty good third quarter performance for spices. As Casey said, we think that we should be fine.

Yes. And on average, Andrew, these price increases to reflect tariffs are kind of in the low to single mid-digits.

We have the next question from the line of Scott Marks from Jefferies.

First thing I wanted to ask about, you noted that you're expecting kind of the base business performance in Q4 to be kind of in line with Q3. If we strip out the impact from the Green Giant U.S. business and the frozen vegetable business, how should we be thinking about that for the remaining 3 segments? And then further, how should we be thinking about the building blocks for getting back to that 1% number in 2026?

Yes. So I think -- well, first off, what we said about Q4, we will still have the Green Giant Canada business and the U.S. frozen Green Giant business in those trend lines that we talked about. So when I said Q3 was minus 2.7% and what we're projecting into Q4 is minus 2% to 3%, we will still have the Green Giant pieces in there because, remember, even though we announced Canada, we can't close it until we get regulatory approval from Canada, and we're assuming that, that business remains in the portfolio for the fourth quarter.

I think as we go forward, once we are able to complete divestitures around Green Giant, if we're looking at the other 3 business units, my expectation would be that those top line trends would be better because Green Giant has been probably a little bit more of our difficult comparisons over the last couple of years. So I don't want to give you a specific number now because it's all dependent on things happening. But I would expect more stable performance from the Spice & Seasoning business, we're seeing growing. That category has actually been growing, and we were up 2% in Q3. Meals is down just a little bit, but we are starting to see some improvements in our take and other trends.

Our Baking & Staples business has probably been a little bit weaker. Some of that is due to the lower oil pricing on Crisco that we've reflected in market, and that's part of the sales degradation. But if I take those 3 businesses, I think you're going to see more stable trends on the top line. I would hope that would be part of our -- that's going to be part of our track towards getting to a flat to up 1% over time.

Got it. I appreciate the answer there. Second question for me is just as we think about that spices business, I know you mentioned kind of the strength in the food service and club business there. Just wondering if you can remind us how big is that business for you and maybe what are the trends that you're seeing there as it relates to consumer or customer demand relative to more traditional retail channels.

Yes. And I'll give you an answer overall in our portfolio. I mean we could talk more specifically about spices. But in total, our food service business is about 13% to 14% of our portfolio. And we've seen pretty stable trends in that business. So we haven't really seen declines. We've seen flat to modest growth in our foodservice business, which is a lot of spices business going to different restaurant, outlets through distributors, and we also have a syrup business going to going to [indiscernible] establishment. So that business has been relatively stable.

Our private label business, we do have one -- we have one large business in the club channel in private label that is a good business, profitable business and has had very strong growth trends. So we've seen our private label business actually doing pretty well in addition to our foodservice channels. That's about foods -- I mean, private label in total is about 8% of our total sales, and that's been kind of a little bit of a growth that's been driving some mid-single-digit growth for us.

So I mean, I hope that answers the question, but that's -- we've seen some relative stability or strength in those 2 areas of our business, probably relative to the center store packaged goods branded side.

We have the next question from the line of Robert Moskow from TD Cowen.

Two questions. The 6x leverage target by mid-next year, Casey and Bruce. So can I assume that assumes that you will exit the rest of Green Giant? And then now that you've exited the Canadian side and then Le Sieur, like does it make it easier to market the remaining U.S. business to potential buyers? And then I have a follow-up.

Yes. So on the leverage piece -- and we walked through this on our second quarter call. We were talking about a full turn of deleveraging. About half of that was coming from the divestiture of the various Green Giant pieces, Le Sieur Canada and then U.S. And so I think that's the answer to your first question. The rest was stabilization of EBITDA, excess cash and working capital management.

On a go-forward basis, after all of the strategic review of Green Giant is completed, assuming we no longer own the business, there will be significantly less working capital swings between quarters. So we'll still have things like Crisco and Clabber that have a seasonal bake season where we build inventory in the third quarter and sell it, but it won't be as extreme as the pack plan for Green Giant, which is why you see inventory high now, but it always comes down in the fourth quarter and then kind of continues. So that's part one.

Your second question around does the divestiture of Le Sieur and the signed agreement still to close for Canada, does that impact the sale of the remaining business sort of to make it easier? Not really. They are distinct conversations with logical strategic partners on all pieces. But this is 2 out of the 3 or 3 out of the 4, if you go back and include the can business that we sold to Seneca about 1.5 years ago.

Okay. Got it. And then a follow-up. There's a lot of noise in the press about the NAP cutbacks. And then -- and also, just like this immediate disruption related to the government shutdown. It's not just the press, I guess it's really happening in many states. So have you seen any early signs of that impacting grocery sales in your categories? Or is it just too soon to know whether it will matter?

I think it's too soon to know whether it will matter. My expectation is that if, let's say, the shutdown continues and SNAP benefits are get cut in half for any extended period of time that there could be some impact from that. I mean, I've heard Walmart and others talk about that. But I think that's going to be a temporary effect until the government gets back up in operation and SNAP benefits are restored. So yes, I do expect there might be a temporary might be a temporary impact. I can't -- it's too hard to figure out exactly how much given the way consumers were spending and how much of their SNAP benefits are actually receiving. But I don't -- I think this is just a temporary phenomenon until this gets resolved.

Yes. And Rob, just to reiterate on that, we typically try not to talk too much on inter-quarter performance. But certainly, with regards to SNAP and any impact, we haven't seen any impact so far to date in our shipments.

We have the next question from the line of William Reuter from Bank of America.

I just have a couple. The first, in terms of your outlook to get to the 6x leverage target, is there any expectation there that you will either be gaining or losing any shelf space over that period?

Other than what we've sold? Other than the divested businesses, you mean? Yes.

Yes, whether there could be any business wins that you kind of see on the horizon or alternatively if there are businesses that you're having to respond to RFPs to maintain your shelf space?

So the 6x assumes that we hit our model for 2025 and kind of preliminary 2006 thoughts. I guess that would include any performance for those businesses that we anticipate. But we haven't done a further probability weighting by like inches of shelf space, if that's what you're asking.

But our forecast would factor in how we see distribution wins and losses across our innovation launches and at any cut of slower moving items. Our forecast always includes those kind of projections.

Got it. And then given you have been successful with the 3 divestitures so far, are you fairly certain that you're going to be able to come to an agreement with the buyer on the Green Giant U.S. sale within the time that you laid out?

Not really fair to comment on that other than we're making progress on getting these transactions done. And we certainly laid out what we thought made sense from a time line, and that's where we are.

Got it. Okay. And then lastly for me. You laid out the timing of the 6x net leverage mid next year. a couple of times you touched upon the 5x. Is that kind of a longer-term goal? Or is there a time line associated with that we should be thinking about?

We haven't put out a time line, but it's very much a longer-term goal. And Casey will remind me of that every quarter.

I mean our long-term leverage goal is between 4.5% and 5.5%. So I mean that's the midpoint, and I think would that reflect the right kind of risk.

We have the next question from the line of David Palmer from Evercore ISI.

I just wanted to ask you guys about the organic sales numbers. You mentioned foodservice roughly flat and the private label business sounds like it's up mid-single digits. That might get us close to where we are -- when we adjust our consumption numbers get close to the numbers that you had, but it still feels like I might be down 4% to 5% versus the under 3% decline that you showed and you're guiding to as well for the fourth quarter. So I'm just trying to think about like other reasons why that would be different. Is there any shipment dynamics, other nonmeasured channels that are happening?

No. I mean I think it's really simple. There's about 35% to 40% of our portfolio that's unmeasured by Nielsen U.S. data. So I mean, if I just give you the numbers, Canada is about 7% to 8%. Foodservice is about 13% to 14%. Private label is around 7% to 8%. We have an industrial business also that's about 5%. And there's unmeasured customers in the U.S., Costco, et cetera, it's about 3%. So it's more than just the food service and private label business I talked about. So you do all that math, and it kind of gets you to that base business trend roughly the 2% to 3% kind of base business trend.

So your assumption on like basically this back part of the year is that your consumption all channel, obviously not that it wouldn't be even captured by Circana either would be also down 2% to 3%. Fair to say.

Yes, but that would move across foodservice and channels. And then it would include our private label business. We have a very strong club private label spice business that's been growing very rapidly. So it would -- it assumes that we're kind of static in terms of our performance in the fourth quarter that we were in the third quarter across measured and unmeasured kind of channels and businesses.

And Dave, the other part where you might be missing if you're thinking about fourth quarter, just a reminder, this is the 53rd week, and it's in our fourth quarter this year. And so we've talked a number of times, referenced either $15 million to $20 million or $16 million to $18 million, but there'll be some benefit, which was also impacting is factored into our guidance.

Which kind of offsets the base business trends. Two of those kind of offset each other to get to roughly flattish net sales in the fourth quarter.

Great. That was great. And with regard to the tariffs language you had in the release, just it seems like it's dated language that you're not including all the tariffs in there.

We can only include what we know, right? It's going to one of the Supreme Court.

We price for all known existing tariffs. But these negotiations are...

And certainly guided for it too, I would assume.

Yes.

Is there -- have you talked about the inflation, inclusive of tariffs that you're expecting, call it, into the first half of '26? Have you talked about that?

I mean we're seeing outlook, Dave. I wouldn't want to tell you that we've actually finalized our projections, but we're kind of seeing 1.5% to 2% input cost inflation before tariffs. But that's a very early number, probably mostly driven by packaging.

I think our key thing is similar to 2025, we haven't seen anything that suggests a big uptick in inflation based on our basket of inputs.

And our strategy for that would be that we expect the price to recover tariffs, which we've already done. And that's been implemented. We will look at final inflation assumptions and projections when we get pretty close to the new year. But it's a combination of some targeted pricing where we have significant increases in certain commodities as well as productivity efforts that would offset that -- more than offset that rate of inflation in very low single digits.

We have the next question from the line of Hale Holden from Barclays.

I just had three very quick clarifications. Bruce, I really appreciate the working capital talk through that you did on the inventory swings. Can you give me a sense of what the baking business will be 3Q to 4Q in terms of percentage of inventory because I just don't really have a baseline on what that flowback for you would be?

For our existing business. Like the Crisco and Clabber, we haven't disclosed that. Probably directionally, you can think about what our sales breakdown is by quarter for those businesses. And I do think we disclosed that for both businesses to have a rough impact of the swings, not perfect.

There's a little bit of a -- there's a small prebuild in advance of baking season.

Okay. The spices pricing that you're talking about on tariffs is the second one from the summer? Or was there 1 at the end of the summer? Or is it the first one?

Yes. So what we did just in a couple of pieces of the spice portfolio, is we put pricing in effect to offset increases in commodity costs. So nontariff-related stuff that we knew was coming this year, particularly black pepper and garlic. And then separately, and that was pretty small, modest. I think we talked about it...

Yes, in July.

We talked a little bit about it on our second quarter earnings call. We've since followed up across the board where we needed to for tariffs to take price. And that's really an end of October, early November phenomenon.

When it's effective.

Got it. And then my last question is the $55 million to $60 million in charges that you outlined for Canada, is that a good proxy for the sale price or a bad proxy?

It's not -- yes, that $55 million to 65 million is a good proxy for the sales price, assuming -- and it's somewhat dictated by inventory. And so assuming that we closed with inventory levels where we are in September. -- is kind of where that lays out.

We have the next question from the line of Carla Casella from JPMorgan.

You talked about working capital anomaly in third quarter related to -- I think it was Lee -- did you say how much was moved in the third quarter that you will be reimbursed that you were reimbursable in the fourth quarter?

Yes. So the 2 pieces for working capital around inventory were Laure the U.S. business that we sold. And we bought -- it's pack season. It's a little bit nuanced, the ins and outs, but we bought about $20 million of inventory for a business that we no longer own. About half of that ended up finding its way into higher pricing on the transaction and floating as a benefit in cash from investing. Then there's another $2 million, $3 million of inventory that we bought for the Don Pepino and Sclafani brands on behalf of the new owners that they reimbursed us for in the fourth quarter. That was a temporary hurt in the third quarter numbers.

Okay. So it's like a $2 million to $3 million that you were paid in fourth quarter that hurt third quarter?

Yes, for Don Pepino, and then another $20 million that we spent on the business that we no longer own for Le Sieur and we -- the interest of -- because we did a refinancing last year. And so that ended up moving an interest payment from what was October into September. And that's about, I think, a $7 million to $10 million swing there.

Okay. Great. Any early thoughts in terms of the broader refinancing for the capital structure as we start to get closer to the first maturity?

No. I mean we continue to think that at some point, when it makes sense and it's appropriate we'll look to refinance those 2027 notes, obviously, watching the market, and we'll pick an opportune time.

And do you have additional secured capacity?

I think that the notes will be refinanced as unsecured. Not secured.

Okay. Great. And then just one follow-up. You mentioned that pricing effect went into effect for customers in November. I mean you passed on to retailer, so it's going into the consumer like on shelves in November. And I'm wondering if you've seen any change in elasticity since then?

I mean most of the pricing has taken place in the last couple of weeks, and we don't really have kind of market-based scanner data yet, but we'll watch it pretty closely.

Ladies and gentlemen, this concludes our question-and-answer session. The conference has now concluded. Thank you for attending to this presentation. You may now disconnect.