Good day, and welcome to the B&G Foods, Inc. Fourth Quarter and Fiscal 2025 Earnings Call. Today's call, which is being recorded, is scheduled to last about one hour, including remarks by B&G Foods, Inc. management and a 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, Inc. AJ?

Good afternoon, and thank you for joining us. With me today are Casey Keller, our Chief Executive Officer, and Bruce C. 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, Inc.’s most recent annual report on Form 10-K and subsequent SEC filings for a more detailed discussion of the risks that could affect our company’s future operating results and financial condition. B&G Foods, Inc. undertakes no obligation to 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 will now turn the call over to Casey.

Good afternoon. Thank you, AJ. 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 in the reshaping and restructuring of the B&G Foods, Inc. 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, Inc., 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 2026. Finally, we also recently announced the acquisition of the College Inn and Kitchen Basics broth and stock businesses from Del Monte Foods. That transaction is expected to close by 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, broths 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 equities, strong distribution presence, and high-quality products. The net result of…

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 $1,829,000,000 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 related to 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 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 2025 and an additional $700,000 in the fourth quarter. Further details regarding the impairments are included in our earnings release and 10-Ks. 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 Sclafani brands during the second quarter,…

Thank you, Bruce. In closing, B&G Foods, Inc. 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 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 am excited about the future of our portfolio and B&G Foods, Inc. 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?

Thank you. We will now begin the question and answer session. To ask a question, you may press star then 1 on your touchtone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed, and you would like to withdraw your question, please press star then 2. And at this time, we will pause momentarily to assemble our roster. And the first question will come from Scott Michael Marks with Jefferies. Please go ahead.

Hey, good afternoon all. Thanks very much for taking our questions. You know, first thing I wanted to touch upon, if I heard you correctly, kind of in the prerecorded remarks, I think I heard that base business net sales were down 2.4% excluding acquisitions and the 53rd week, which, I believe, is roughly in line with what you posted in the prior quarter. I think we 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, you know, the cadence of sales quarter over quarter and how you are thinking about that heading into this year?

I think we are expecting that our base business net sales will continue to improve. I mean, it was a slight or a modest improvement in Q4 versus Q3. So we went in Q3 from negative 2.7% to negative 2.4% in Q4. You know, we have seen progress on some of our brands and businesses, you know, spices and seasonings, in particular, has been pretty resilient and posting some good numbers. We have had growth in our Canadian business. We have had growth in our foodservice business. We have had growth in, you know, the kind of concentrated private label business that we have. So, you know, part of what we are seeing is a gradual improvement in our U.S. food retail consumption and it is gradual, and then just some strength in our other parts of our business, which, you know, represent probably 35% of our portfolio in those non-measured channels. So, I mean, I am expecting it to get a little bit stronger in 2026. You know, long term, our aspiration is to get to 1% growth, and I think we are moving towards that, but not there yet. We want to continue to track that, make sure that our plans on our key brands and core brands, you know, post the Green Giant divestiture, make sure that our plans on those brands are strong enough to continue to drive progress.

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

I think we will probably spend a very similar amount in 2026 that we did in 2025. Obviously, we will have a different portfolio, so we will not have the Green Giant business anymore. We have in our plans focused the spending more against some of our core big brands. So Ortega, Crisco, etcetera. So I think what you are going to see from us is probably an increase in spending on a few brands, but net overall, we are probably going to have it be flat or maybe slightly up in our marketing spend, and it is really brand by brand that we are looking at it. Where do we need to be more competitive? Where do we need 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 are looking at it that way. But, you know, overall, I think we recognize in some of our categories, it is a more competitive environment, and we are going to have to up our game, and we are focusing the resources on places where we need to do so.

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 have seen versus how much of it have you seen kind of sustained through the quarter?

We were, you know, our sales were up in both January and February. I think there are really two factors. One is the weather. So, you know, a couple of winter storms, colder temperatures throughout January, late January and February, you know, our portfolio is all around baking staples and, you know, Crisco, Grandma’s, Clabber Girl, dry soups, you know, Bear Creek. What we have seen is that weather is causing consumption growth or purchasing growth in those baking staples business where people are baking more at home during the colder weather. So that is 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, you know, in January, 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 are also lapping that as well. So that is what is driving the 4%, but, obviously, you know, 4% on our core business trends gives me a lot of confidence that we are heading towards that base business number of that we said about 0.4% for fiscal year 2026. We are off to a fast start with two months.

Appreciate the color. I will pass it on. Thank you.

The next question will come from Robert Bain Moskow with TD Securities. Please go ahead. Hi. This is Victor Ma on for Rob and thank you for the question.

So I just wanted to ask about the balance sheet. Where should we expect leverage to end up after you complete the Green Giant Canada sale? And then if you can give some color about where that kind of shakes up after you close College Inn. Yeah, those are the big drivers towards the approaching 6x net leverage by mid-summer that I referenced earlier.

We are on our way to that 4.5 to 5.0 times long-term target, but we still have some more work to do.

But as a reminder, with the Green Giant transactions, U.S. and Canada, we are selling businesses that do not make any EBITDA for proceeds. We are effectively taking similar proceeds, turning around, and funding the acquisition of the College Inn and Kitchen Basics business that generate pretty nice EBITDA, as we described in the press release when we announced those. So we are 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. Yeah. I mean, the net of all those acquisitions, I mean, those divestitures, the Green Giant divestitures both in Canada and U.S. Frozen, and the College Inn and Kitchen Basics acquisition, we are going to reduce our leverage by about 50 points. That is what we are projecting.

It seems that our questioner has disconnected. We are going to move on to our next question, and that will be from William Michael Reuter with Bank of America. Please go ahead.

Good afternoon. Hi. So I want to make sure I understand the business that is going to be remaining as part of the Green Giant U.S. transaction. I thought that Casey said there was going to be $80,000,000 of sales remaining, but then, Bruce, I thought you said there would be $100,000,000 remaining. I guess, first, can you clarify that difference?

Yeah. Yeah. So the difference is Casey is talking about effectively incremental in 2026 as we think about that, and that is the $83,000,000 or so. The $100,000,000 is a run rate annual basis, just the difference in timing of, you know, 10 months versus a full 12 months, ongoing.

Got it. And is it your expectation that you will continue to, you know, 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, yeah, TBD. We entered into a multiyear relationship with them as a co-packer. We have known them for a long time. We think we have got a great relationship with them, they have 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 is 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, you know, the Green Giant U.S. business has been one 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 it is put in place could result in losses?

Yeah. No. We are basically getting it pulling and managing the fee on the business. It is a cost-plus. Yeah. So we will 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 are in this space. This is what they do. They are the right owners. Unfortunately, for us, it just was not the right business for us.

Great. Alright. I will pass to others. Thank you.

The next question will come from Hale Holden with Barclays. Please go ahead.

Hey, good afternoon. Just one follow-up on Bill’s. Is your expectation on the Mexico plant to just supply Seneca, or would you go out and now try to come in for other people there?

No. Our expectation is to build that business and have other customers as well. We think there is a real value creation opportunity here for us.

Got it. And then you had proportionately previously sort of implied that maybe the dividend might be readdressed or thought about once all the transactions are completed. Is that still the timeline to think about? So mid-June, or would it be sooner?

Yeah. I mean, look, our board approves or not a dividend every quarter. As you said, we have not completed all of the transactions, so I guess stay tuned.

Great. And then my last question is, on the spices business, quarter to date, 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?

Yeah. So are you talking about, like, pricing around tariffs?

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

Yep. Yeah. We should be—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 did not go into effect really until kind 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 in November/December, and so we are just now kind of reading actual elasticities, but we built in some expectation elasticity with those pricing. But it is pretty small. I mean, the increases on spices and seasonings SKUs were not really much more than low single to mid single digits. So you will see some impact, but it will not be that big. And we have already kind of factored that into our projections.

Thank you, Casey. I appreciate it.

Your next question will come from Karru Martinson with Jefferies. Please go ahead.

I am doing alright. Just on the broth business, I was kind of $18.22 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 soup season, I mean, it is good and solid throughout the year, but probably, you know, the bulk of the sales are in the winter months.

Q4, Q1. Yeah. You know, it has a winter seasonality, baking seasonality, holiday seasonality trend to it. But, I mean, I think when we close it, we will 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 a 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 are largely maintaining the pricing on things that could potentially change. Spices, you know, it is fairly well-known because those have, you know, the sort of the exclusion around unavailable natural resources. So, you know, we are managing those pretty carefully. But my expectation, to be honest, 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 would assume we have more debt paydown and some refinancing between now and sort of before maturity, certainly. Thank you very much. Appreciate it.

Yep. Again, if you have a question, please press star then 1. Our next question will come from Eli Lap with BMO Capital. Please go ahead.

Thanks. I am just trying to reconcile because I think I may have missed your number. So I think you said that pro forma, you expect debt to be $1,840,000,000. Is that correct?

I think I said $1,835,000,000, but—

Okay. So $1,835,000,000. And then the leverage would be 6.3. So that gets that translates into, let us say, around $290,000,000 of pro forma EBITDA. Is that correct? So after the sales and the acquisition that is the new nominal?

So just a couple things. I was using round numbers. I said 6.25x. And the one piece that you are missing—so within our covenant adjusted EBITDA, is our EBITDA. It is also pro forma for acquisitions, divestitures, as well as noncash compensation.

And so there are a couple moving pieces between—if you think about the $272–$273 million for 2025, and the $290 million that your algebra is suggesting, there are a couple things to get there. But we used it off of a trailing number.

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

Well, you are getting the right number. I am not trying to be difficult. We have a public adjusted EBITDA, right? And so the difference is various adjustments for some of the divestitures that we made last year. On Green Giant U.S. frozen, it is neutral to EBITDA, and we are 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 are adjustments. You see it in our numbers. They are pretty consistent, what they normally are. We add back noncash comp so that most companies, when thinking about leverage calculations—

Okay. Okay. Thank you. Yep. Your next question will come from William Michael Reuter with Bank of America. Please go ahead.

Bill, welcome back. Hi. Just two follow-ups. I think the first question that was asked, kind of how are you able to do so much better than the industry? Because I do think that that is something which we are—you know, 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 have got a lot of the same challenges that the industry has, 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 years, we are eliminating things like Green Giant that has been a drag in our business. Do not get me wrong, but we are doing our best. I mean, the way I would answer it is just, you know, look at our portfolio, you know, 65% in measured Nielsen data in the U.S. You know, we have a 35%, maybe a little bit higher, split in other businesses and other channels that are not really measured, and that is where we are seeing a lot of growth. And, you know, if I just kind of top-line that for you, we are seeing the same challenges in the Nielsen grocery world, food world that I think everybody else is seeing. We are getting better in some of our businesses, and we are making improvements. But it is still pretty challenging. So I do not want to kid you that it is not challenging. The strength in our business has been— you know, we have a couple of private label businesses in spices and seasonings, you know, in baking powder, that have been very strong. You know, 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 is a fairly significant chunk, you know, heavily weighted towards spices and seasonings. But, you know, we have other businesses in that. Industrial business behind, you know, baking powder, spices. And then we have Canada, which although it does not make money, has been growing. The Green Giant frozen vegetable business and canned veg business in Canada has been growing. So that is kind of the math of why you are maybe seeing some, you know, better trends in our total portfolio because of channel development than maybe you hear from other purely branded, you know, food-focused manufacturers, if that helps.

Yep. That does help. And then I guess the outlook for input costs in fiscal year 2026, what type of inflation are you seeing? Are there any areas that concern you?

It is relatively modest across the portfolio. So there will be inflation. You know, we will look to cover it as needed, whether it is a little bit of price and some productivity initiatives. But so far, you know, there is nothing like that ‘22/’23 where we had, like, double-digit inflation. I would say the only area we are kind of watching closely is soybean oil. We have seen a little bit of increase in soybean oil. You know, we tend to try and recover that. But it has been increasing over the last couple of months. And, you know, I am concerned about soybean oil and the disruption of any, you know, kind of conflict in the Middle East or anything. Last time, you know, we had the start of the conflict in Ukraine in ‘22, we saw soybean oil shoot up. So I am not overly concerned yet, but that is one we are really watching because we have seen a little bit of creep up.

Got it. Alright. Very helpful. Thank you. That is all.

Yep. Cool.

Thanks. 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.