Good day, and welcome to the B&G Foods First Quarter 2024 Earnings Call. Today's call, which is being recorded, is scheduled to last about 1 hour including remarks by B&G Foods management with a question-and-answer session. I would now like to turn the call over to AJ Schwabe, Associate Corporate Strategy and Business Development for B&G Foods. AJ?

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 conditions. 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 and base business net sales. 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 2024. Bruce will then discuss our financial results for the first quarter of 2024 and our guidance for fiscal 2024. 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 first quarter 2020 earnings call. In my remarks, I will address 3 topics on the call today. First, an overview of first quarter results. Bruce will provide more detail and color later in the presentation. Second, the reporting of segment results for the first time by our 4 business units. And third, an update on our portfolio reshaping plans and activity. Quarter 1 results. First quarter net sales of $475.2 million and adjusted EBITDA of $75 million were slightly below expectations. Base business net sales adjusted to exclude the year-over-year impact of lower Crisco oil pricing decreased by approximately $17 million or 3.4% compared to the year ago period. Much of the decline within our food service and industrial businesses across spices and seasonings, Maple Grove Farms syrups, baking powders and oils and Ortega cheese and other sauces. The declines reflect an overall slowdown in out-of-room traffic and volumes compared to fiscal year '23 trends. Net sales to retail customers across the business units were slightly down, approximately 1.5%, with relatively flat volumes, offset by a modest increase, 90 basis points in trade and promotional spending. Adjusted EBITDA for the first quarter decreased by $7.4 million compared to the first quarter of 2023. The divestiture of the Green Giant U.S. shelf-stable product line was responsible for approximately $1.5 million of the year-over-year decline. Adjusted EBITDA as a percentage of net sales for the first quarter was 15.8%, largely in line with the 16.1% achieved in the prior year period. On a consolidated basis, gross profit as a percentage of net sales for the quarter was up 60 basis points versus last year. We continue to see moderating inflation and some favorability in transportation and warehousing.…

Thank you, Casey. Good afternoon, everyone. As a reminder and before I get into our results, we sold our Green Giant U.S. shelf-stable product line last fall. And so we are lapping the first quarter 2023 results that had that business. The Green Giant U.S. shelf stable line had $14.6 million of net sales and approximately $1 million to $2 million of contribution in last year's first quarter. In the first quarter of 2024, we generated $475.2 million in net sales, $75 million in adjusted EBITDA, adjusted EBITDA as a percentage of net sales of 15.8% and $0.18 in adjusted diluted earnings per share. Base business net sales, which excludes the Green Giant U.S. shelf-stable product line, decreased by $22 million or 4.4% in the first quarter of 2024 compared to the year ago period. The decrease in base business net sales was driven by approximately $5 million from the execution of our Crisco pricing model that reflected a decrease in soybean oil costs and allowed us to pass this benefit back to consumers in the form of lower pricing. Approximately $10 million was from lower food service and industrial net sales across multiple business segments and brands. And the remaining $6-plus million of the decrease was partially driven by lower net sales to our retail customers that were largely the result of modest increases in promotional trade spend and relatively flat volumes. Gross profit was $108.9 million, for the first quarter of 2024 or approximately 22.9% of net sales. Adjusted gross profit, which excludes the negative impact of $1 million of acquisition, divestiture-related expenses and nonrecurring expenses including the cost of goods sold during the first quarter of 2024 was $109.9 million or 23.1% of net sales. Gross profit was $114.2 million for the first quarter of 2023 or…

Thank you, Bruce. In closing, our first quarter results demonstrated consistent margins and moderating inflation with declines in net sales driven by food service trends and increased promotional spend. We expect food service trends to be soft through the first half of the year, with a corresponding pickup in at-home consumption trends in the back half. We are also accelerating efforts to reshape and clarify the portfolio through the reporting of business unit segments and the strategic evaluation of the remaining Green Giant frozen and canned vegetable business in the U.S. and Canada. This concludes our remarks. And now we would like to begin the Q&A portion of our call. Operator?

[Operator instructions] And your first question is from William Reuter from Bank of America. Please ask your question.

My first question, it sounds like really the majority of the weakness is in the food service components of the business. What percentage of that does -- what percent does food service represent of total sales?

About 14% on average, an average quarter would be about 14% of our sales food service.

Okay. And I guess you made some commentary about expectations that we'll kind of see improving trends in retail as the year goes on. Is that on a unit base or on a dollar basis? And I guess, is that from conversations with retailers or just expectations about economic recovery?

So there's a couple of things going on, on the retail side of the business. The first one is volumes have stabilized, right? And so we're seeing in consumption kind of flattish volumes. We believe there will be a pickup over time, particularly if you see continued softness in food service. And so that's part one. And that's probably not as strong as we initially expected it to be at this point, but it's hanging in there fine. And then the other part, pricing, which, in this case, is promotional trade spend and people are re-layering that spend back into the business. It's still below pre-pandemic levels, but it's inching higher. And we really started to dial that up last year beginning in the third quarter. And so we're lapping a first quarter and second quarter this year where we had very big pricing benefits last year and now a higher level of trade spend, but we'll be lapping a lot of that activity that we layered in last year as we work towards the back half of this year.

Got it. And then just lastly for me, I don't think you've disclosed this thus far, but the frozen and canned veggie businesses that remain in the U.S. and Canada, that you're now evaluating, can you share what the sales or EBITDA of those are?

It's essentially -- it's in the segment reporting. It's essentially the -- almost the entire frozen and vegetables business unit.

A little bit less than $400 million in annual net sales. We haven't disclosed profits for the full year yet. We're just rolling on the segment profit as we execute quarter-by-quarter.

So we reported basically $105 million of net sales for the Frozen vegetables business unit in the first quarter.

Got it. I guess were the first quarter margins representative of what they are for the year, or is there seasonality?

We disclosed the first quarter margins. We haven't disclosed for the remainder of the year yet. And part of this is we're not -- we haven't operated the business on a full year on these business units. And so this is an evolution for us, and we share the quarterly information as the year rolls through.

Yes. It's not too far off being reasonably represented within a certain range.

Your next question is from Michael Lavery from Piper Sandler.

Just was curious how to think about Canada if hypothetically, you were to divest frozen and vegetables, is there enough scale excluding that piece of the business? Is there some way that how you think about one gets tied to the other? Where does sort of Canada get left after a potential set?

We've had a Canadian business that predated Green Giant. We continue to have one after this transaction. Obviously, Green Giant is a significant portion of the sales in Canada, but we still expect that as a Canadian business.

We would probably not maintain the same infrastructure.

Okay. Makes sense. That's helpful. And just at a high level on the portfolio, you've historically had a good track record of buying cash-generative businesses that seemed at least a little bit category agnostic. You've identified now how frozen may not fit, and you've got a segment view that's a little bit different. Maybe just at the total portfolio high level, is there sort of an end game of how you want to evolve? Is it taking on a little bit more of a growth focus, or still sort of value cash generative focus or somewhere in between, but maybe just the latest on just the strategy of the portfolio in its entirety.

Yes. So of the 3 remaining business units, if we were to sell off the frozen vegetables business unit, I mean, I think there's 3 different profiles here. So spices & seasonings, we said we wanted that to be a high-margin low single-digit growth business. And we believe that we can get there. The issues this quarter were really more around the food service business. But we think for the year, we're going to be on track to driving growth in that business and maintaining strong margins. The Meals business, we also want to see some lows -- we want to see low single-digit growth on the top line. And we're getting there. Again, it was a little bit hampered by the food service trends this quarter, but our goal is to get that into low single-digit growth as well. The Specialty business, which is largely focused around baking staples, we want to just -- we want to -- that business is largely in a maintain mode and making sure that we maintain cash flows, stable margins, et cetera, not expecting a lot of growth out of that portfolio, but stability over time. And if you think about those 3 business units they fit our capabilities. We've got some scale, whether it's in spices & seasonings, meals with the Mexican focus or baking. We've got some scale. I think we could add acquisitions to those platforms and do good things with them and maintain strong cash flow and in the cases of the spices business unit and the meals business unit, I think we can drive growth even with acquisitions over time. So it's a little bit of a mixed bag, but that's how we think about those 3 business units. Frozen vegetables, in the long term, I think frozen vegetables is a decent category to be in. The frozen category has historically been a good category hasn't not recently, the trend has recently been a little tougher, but it is on trend. It Is vegetables. I just don't believe that frozen is the right fit for our capabilities and focus going forward.

Your next question is from Karru Martinson from Jefferies.

We look at the flat volume with a modest step-up in promotion. Is that the consumer just kind of coming to expect the promotional cadence to increase looking for value? And kind of what's the private label response been for you guys?

I think the step up in promotion and as Bruce said, it's really going to be probably more of a first half phenomena because we did begin to step up promotion activity or promotion spend in the back half of last year. I think it's 2 things. One is a little bit more competitive promotion environment out there. I think you're probably hearing that from other players, too. It's not higher than it was pre pandemic. but it's getting back to kind of a normal cadence of where it was there. And some categories there and some categories still a little bit lower than it was pre-pandemic. But we're seeing the resumption of normal promotion activity that's been kind of gradually building over the last 18 to 24 months. The second thing is that in that extreme pricing environment, we're also trying to manage in a couple of our categories, the gap to private label. So like in for instance, in Green Giant frozen vegetables, our core bags and bag-in-box, we want to maintain a certain kind of gap or price gap to private label. So we've been kind of refining and honing that and largely that -- we've been doing that with a little bit of trade spend to get to the right price points, either in promotion or in everyday price. So, I think it's really those two things, kind of a resumption of normal promotion activity in the environment; and second, just managing our price gaps in a couple of categories, principally Green Giant frozen vegetables and Crisco, although Crisco we're kind of just passing through the change in oil price up and down. But we watch that gap pretty closely in Crisco as well, particularly on the shortening side.

Okay. And when we look at the other potential divestitures that 10% to 15% of sales, what's the kind of the time horizon you mentioned, hopefully, you get some of those done. Just wanted to get a sense of the scale or magnitude that you're looking at here.

Yes, I think, probably less is more here. We're working on a couple of things with M&A, it;s just always tricky to predict from a timing or exactly what. So it's a little bit of stay tuned, and it's probably things that would make sense after announce assuming that there were anything just like the back of the nature and the canned Green Giant business in the U.S.

But we are working on it. 1 or 2 smaller divestitures that we would like to move along at some point. But that's a much smaller scale, not even the 10% to 15%, probably even less than that, beyond the larger Green Giant discussion we had today about putting it under review.

Your next question is from Robert Moskow from TD Cowen.

I just want to clarify that the back half of the year, you're assuming just easier comparisons on your pricing. You're not expecting any kind of change in the consumer behavior, like a stronger consumer that will boost volumes I just want to make sure.

Yes, Rob, on the margins, maybe yes, but not in a big way.

Okay. and the follow up.

For the most part, we expect easier comps we are -- historically, what's happened when food service traffic has gone down. You see a little bit of the in-home consumption pick up, but we're not counting on very much.

Right. Okay. And then the other question was, I thought I heard you say that frozen is $400 million in sales, maybe I misheard. But then the divestiture that you're evaluating is 10% to 15% of sales, which is less than $400 million.

Two different things. I think before we were talking about smaller divestitures that represented about 10% to 15%, which would have been things like Back to Nature, et cetera. And we're still working on a small list of those within that 10% to 15%. The news today is that we're considering a larger divestiture beyond that 10% to 15% pruning that would be the green China or the frozen and vegetables business.

Okay. So I mean, when you're said and done, like it could be as much as 30% of the portfolio that you exit.

[indiscernible].

Okay. And 1 last question.

Probably a little less than that, Rob, but yes.

Okay. And the last question within are there any specific channels to kind of call out restaurants versus institutions or schools that are causing the decline? Or is it just kind of a broad food service decline?

We're just seeing a broad decline in traffic in orders coming from. We largely go through distributors. We do have 1 or 2 direct customers that we -- I don't want to specifically talk about some of our customers that we know they've had traffic declines and other things. But we're kind of following the general industry trend that you've probably seen about foot traffic being down a lot of out-of-home establishments.

Yes. I agree. Okay, Thank you.

Your next question is from Carla Casella from JPMorgan.

A couple of follow-ups. On the food service is one of your segments more concentrated in food service than another? Or are there any that don't really participate in food service?

I think spices & seasonings is probably our largest concentration, but we also have some concentration in the meal segment where the Ortega sells cheese sauces, enchiladas sauces, salsas et cetera, and that peppers. And then in our Specialty segment, we do sell oils, baking powders and other things into food service. But the largest concentration would be in spices, followed by these other 2 business units.

Okay. And so not much to frozen isn't so much?

Not so much. No, not very much.

Okay. Are you going to recast your recast sales on the website? Or I mean we can kind of, I guess, sum them up, given the brands that you broke out in your old reporting, but -- have you or will you recast it?

So this would be going forward, we would be disclosing the segment results, sales and actually profitability, but not the brand sales.

Okay. But it looks to me like if I just add up the different brands that are included in frozen, you said just under $400 million of net sales for the year. I'm only getting like $365 million. I'm wondering if you're going to recast like the historical into the new segment reporting.

Sorry. So Green Giant is just -- really the Green Giant brand plus the sort...

Okay, yes it's 365.

The U.S. Frozen plus Canada, so Canada frozen and canned vegetable business and the Le Sueur business.

Okay. Okay. Great. And then on the trade spend, you mentioned that it's kind of getting back to more normal levels. Is that retailers crossing more for it? Or is it being more driven by competition from the brands trying to get that are [space], new products, et cetera.

I think it's a little bit of both. I think everybody is kind of going back to normal competitive levels from where they were in a pandemic so the price is higher. So there's a little bit more pressure to have some promotional discounts to help consumers get back in stores and drive volume. So that's a little bit of both.

Okay.

And we kind of expected that. We also expected that was going to happen at some point because we've been seeing it gradually increase over time. And I think we're saying that over the last couple of quarters, yes.

Yes, I think that's pretty consistent. We were just trying to get more of a sense whether it's coming from the retailers pulling it or the manufacturers pushing it. And it sounds like from others we've talked to as well, that it's both -- just on the -- if you were to sell frozen, how is that business it's a different supply chain kind of. I mean, is that integrated at all with your existing network for distribution or facilities?

So from a manufacturing standpoint, no, we've got 2 main manufacturing facilities for Green Giant, which is one in Mexico and 1 in Arizona. A fair amount of that is still co-packed. So there might be overlap in some relationships, but it's completely different from the manufacturing [indiscernible].

No actually like, distribution, distribution logistics and manufacturing is completely distinct from the rest of that business, from the rest of the company.

Okay, great. And then working capital, just you did give some color on it. And I noticed that your payable days are a little bit higher Is that a timing issue? Or is there any other working capital timing issues we should consider to the remainder of the year?

I think it will all balance out. The couple of pieces that will be a little bit different, right, as we exited the Green Giant canned business. And by the way, I think maybe you're confusion in rolling up the numbers, if you're looking at our K for the sales. We sold part of the shelf stable business, but not all of it, right? We sold the U.S. part of the shelf-stable business called Green Giant, but not the Canada piece. So that's probably just the small gap.

Your next question is from Hale Holden from Barclays.

I had 2. On the food service decline, I missed it if you gave sort of an aggregate percentage of what that was down across the portfolio, but it sounded like mid-single digits. Is that the way to think about it?

No, it's actually more like somewhere like 12%, 13%.

No, no. Sorry, 12%, 13% -- the decline is 12% to 13%.

Yes. On -- and it's about 14% of our sales.

And then for the guide, as you took the reduction for the year, is -- are you just sort of running that for, or do you assume that it stabilizes towards the back half of the year?

It's probably going to be a little bit challenged throughout the year, hopefully not that bad. The real way to look at our top line guidance is we have first quarter rate, so we know what that is. And then if you were to take the remainder of our business for the last 3 quarters of the year, as a reminder, the Green Giant canned business that we sold was about $65 million of sales, so you stripped that out. There's another $10 million of pricing around Crisco normalization, we think. And so you take that core base business for the remaining 3 quarters of the year, and we're assuming up or down percent give or take.

Okay. And my second question was when companies put divisions up for review, lots of different things can happen over a long or short time horizon, but this is an asset that you've been thinking about for some time, I think. And I was wondering, in a sale process, what inning are you in? Or I don't want to pin you down on a time line, but is a short, medium and long-term kind of process to get to the other side of it?

I'm going to politely duck that question and just say M&A is not predictable. The commentary in the press release says we're evaluating strategic review of the business, and we'll move forward and update as appropriate.

We have been working on the redebusiness before now.

Okay. I might have given you so many [buckets] first but now i understand.

Your next question is from Rob Dickerson from Jefferies.

Great. Bruce, just curious, we were talking about the divestment potential Green Giant frozen, probably not complete shock here. We've talked $400 million in revenue, the margin profile and then, let's say, like maybe sort of some predictable, there could be another 10% or smaller brands, et cetera. But like at some point, the EBITDA does kind of add up a little bit kind of relative to just what you're paying on the dividend. And I feel like this always comes up with B&G and it also leverage, so I'm just curious, like as we all think about kind of the portfolio reshaping and divestment potential like how do you kind of want us then to be thinking about just overall capital structure? If you were to sell these specific brands and businesses, clearly, you get the cash in, that's multiple contingent -- but at the same time, you would, I guess, the theory still have like less free cash flow generation, absent future acquisitions. So kind of be comprehensive in the question, just to give you an opportunity to kind of talk about the capital structure a little bit. That's all I have.

Yes. And I'm going to talk a little bit of that other than to say we are committed to a dividend. We are talking about potentially a couple of more smallest divestitures and a potential larger one. Certainly, that would accelerate from a capital structure or deleveraging and bring us down closer to that 4.5x to 5.5x that we want to get to. And as part of that, thinking through proceeds and what the right capital structure looks like, I think it's a little bit early say exactly what that will be and when, but we are committed to a dividend and we're very much contributed to bringing our leverage down.

All right. Good enough. I'll pass it on.

[Operator Instructions] Your next question is from David Palmer from Evercore.

I'm curious just on the announced strategic review and potential sale. It does feel like, to Rob's point before, it does feel like there's a long time coming and for you to put it on under review now. I'm just wondering why this communication now? And is there something about the timing that seems right for you to do this method of selling it now in this announcement. And then separately, I just wonder if you've done the pro forma math, how much better of a company would be in GB, not just with this -- the canned and the rest of the canned and the frozen business, but also the sale of the 10% to 15%, you're also contemplating the sale like how much better of a company would this be? What does that do to your pro forma maybe historic revenue growth rates and margin structure.

Sure. So a couple of things in there, right? And part one, this is our first quarter with our new business user or segment results. We've been talking about getting to this stage for some time and sort of Casey has made a point that he came on board talking about the strategy and how we wanted to run the business and grow the business going forward and what areas we want to invest in and what areas are maintained and drive cash. And so this is a natural culmination of that reorg of the business into segments and our first time reporting segment results. And I think the whole concept here is improving the business. And so you're asking the right questions. Obviously, we're not in a position to disclose the outcome. But certainly, you can see by the margins, we will improve our margin profile from an inventory standpoint. This is a more inventory and working capital intensive business. a little bit more seasonality less so since we already got rid of the canned business with more seasonality the working capital. And we certainly would anticipate accelerating our deleveraging of the business. And at the end of the day, we want to get back to strong commitment to the dividend, using those free cash flows for a combination of paying a dividend and reducing leverage and going back to acquiring businesses that make sense for us and fit in our portfolio with a different strategy for each business unit that Casey has outlined.

I think in simple terms, we want to get to a company that's capable of growing at 1%, maybe 2% on the top line. We want to get to a company that has closer to a 20% EBITDA margin. We want to get to a company that has stronger cash conversion. And we want a company with clear platforms that we can acquire on and drive value. And that's what we're trying to do. And that's what this announcement and discussion is today. How do we get to that? We are pretty clear in those 3 other business units that we have platforms. We're pretty clear that we can get to that kind of performance that we're talking about, in terms of growth and margins. And this -- I think it's just the culmination of a lot of work to say what's the right structure long term for us to go back and acquire and build?

Green Giant is obviously a great brand, it's iconic. At a point in time, it was 1 of the fastest growing brands in the grocery store. It's just very different from a lot of the other things that we own from a profile standpoint and we want to be a focused business in this case.

I want to just ask a follow-up. That's all great color, by the way. I wanted to follow up on the food service side. I mean, the industry was obviously pretty lousy in restaurants in the first quarter. Volume or traffic was down 2% as an industry in the first quarter. Your number, I think you said down 12, 13 or so percent. That's obviously not equivalent, but how much worse on a volumetric basis than the industry were you? And where did -- why would it be worse? I'm not really sure.

I think it's just -- I mean, we see traffic numbers, at least from our customer base a little bit lower than what you just quoted. So I think this is all really timing about people adjusting inventories. I mean you think about spices, right? So how much people are maintaining inventory at our distributors, et cetera. So I just think it's a timing issue. It's reflecting the general slowdown. I'm -- we're going to keep watching it to see what we think the longer-term trend is. But I think we're going to have -- and we have a tough comp, I think, in the first quarter versus last year. But we think we'll be down in the second quarter, probably a little bit better in the third and the fourth based on the trend analysis we're seeing.

Yes. I mean I guess you'll probably over-indexed some players that had a really rough -- I mean there were some chains out there that had rough going. And maybe offline.

One or 2 changes that we do directly that had much worse number. So it is what it is.

Yes. The other part, I mean, is some of this -- some of our food services markets through large distributors and sometimes that can be a little bit lumpy as opposed to following [Indiscernible].

Yes. I think -- but I think that's going to be the story. That stuff you're talking about. There's much more math there than there will be for the industry trend that was my comment back on that.

Your next question is from Carla Casella from JPMorgan.

I just had a couple of follow-ups. I think -- I'm not sure if you said this in your prepared remarks, but I think you paid down $22 million of the term loan B with the Green Giant proceeds in the fourth quarter, and there was another payment coming in first quarter. Was that -- is that -- do I have that correct? I was assuming another $30-something million in the first quarter, or was there a payment?

So there are two -- the way it works through our covenants and now that we've got the senior secured notes, there's got to be a payment to the term loan and then an offer to the new senior secured note holders. And then those new senior secured note holders don't have to take that payment. If they don't it goes to the term loan. We kind of detail that in our Q in the subsequent events. So essentially, a fair point to say take what we paid down on the term loan and assume it essentially doubles.

Okay. And then the Q will get the exact numbers on how big the term loan is?

Yes. It's about $44 million in total is what we needed to pay down. So again, half of that went to term loan investors right away. On the senior secured notes, very little came back to us. So it will be more towards the term loan. The notes are trading well above par. So as expected, someone is not going to take that money back at par when it's trading at whatever I want to treat 1 or 4.

Right. So when do you make that second term loan payment with whatever is left.

In the second quarter.

Okay, okay. So it wasn't made in first. That's what I was checking.

It was not made in the first, no -- early days of the second quarter.

There are no further questions at this time. That concludes the question-and-answer session for today. Ladies and gentlemen, the conference has now ended. Thank you all for joining. You may all disconnect.