The Hain Celestial Group, Inc.

Thank you for standing by. My name is Jeannie, and I will be your conference operator today. At this time, I would like to welcome everyone to Haines Celestial Fiscal Second Quarter Earnings Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. We do ask for today's call, you limit yourself to one question and one follow-up. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I would now like to turn the call over to Alexis Tessier, head of investor relations. You may begin.

Good morning, and thank you for joining us for a review of our fiscal second quarter 2026 results. I am joined this morning by Allison Lewis, our president and chief executive officer, and Lee Boyce, our Chief Financial Officer. Slide two shows our forward-looking statements disclaimer. As you are aware, during the course of this call, we may make forward-looking statements within the meanings of federal security. These include expectations and assumptions regarding the company's future operations and financial performance. These statements are based on our current expectations and involve risks and uncertainties that could cause actual results to differ materially from our expectations. Please refer to our annual report on Form 10-K quarterly reports on Form 10-Q, and other reports filed from time to time with the SEC, as well as the press release issued this morning for a detailed discussion of the risk. We have also prepared a presentation inclusive of additional supplemental financial information, which is posted on our website at haine.com under the investor's heading. As we discuss our results today, unless noted as reported, our remarks will focus on non-GAAP or adjusted financial measures. Reconciliations of non-GAAP financial measures to GAAP results are available in the earnings release and the slide presentation accompanying this call. This call is being webcast, and an archive will be made available on the website. And now, I'd like to turn the call over to Allison.

Good morning, everyone, and thank you for joining the call and for your continued support of HANE. Today, we will discuss the actions we are taking to advance our turnaround strategy and the results for our second quarter. First, let me start with an update on our strategic review. As previously communicated, we've been conducting a comprehensive strategic review with the goal of simplifying our portfolio, enhancing our financial flexibility, reducing our leverage profile, and maximizing share owner value. The assessment phase involved a thorough review of our assets, operations, and market opportunities. As a result, we are executing our first decisive step to sharpen our focus on categories and brands in key markets where we can leverage our organizational strengths. On February 2nd, we announced that we reached a definitive agreement to sell our North American snacks business to Snackruptors, a family-owned manufacturer of food and baked goods in Canada for $115 million in cash. Proceeds from the transaction will be used to reduce debt, thereby strengthening our company's financial position and leverage profile. I am confident that in Snackruptors, we have found the right home for our beloved snack brands and the employees who support them. I want to express my gratitude to the many talented employees who have built our North American snack brands over the years. Their commitment has been instrumental to reaching this milestone. This divestiture marks a pivotal moment for Hayne as we focus to grow. The simplified portfolio that emerges in North America following the divestiture is stronger financially with a more robust margin and cash flow profile to drive growth. Hayne Celestial's North America snacks represented 22% of the company's net sales in fiscal 2025 and 38% of the North America segment's net sales. with negligible EBITDA contribution over the last 12 months. The financial profile of the remaining portfolio in North America is meaningfully stronger and expected to deliver EBITDA margin in the low double digits underpinned by gross margin above 30%. Our North America business will be healthier financially and more focused as we concentrate on three flagship categories, tea, yogurt, and baby and kids, while we continue to develop our meal prep platform. This portfolio remains diverse across life stages, is aligned with Better For You trends, and is quite GLP-1 resistant, meeting evolving consumer needs. This recently announced divestiture is the first visible step in the execution phase of the strategic review we initiated with Goldman Sachs. This transaction is a clear example of how we intend to use the value embedded in our portfolio to meaningfully reduce debt, strengthen our balance sheet, and sharpen our strategic focus. In parallel, we are actively advancing the next phase of this review to further simplify our portfolio with a clear priority on continued deleveraging. We expect the resulting financial flexibility will allow increasing investment over time, enabling us to drive sustainable, profitable growth and create long-term shareholder value. I'd like to discuss the concrete operational progress we've made to advance our turnaround strategy and the positive changes we're driving across the organization. We are beginning to see measurable results from the steps we've taken to reshape our cost structure, enhance our operating model, and execute our five actions to win. As a reminder, our turnaround strategy is centered on five key actions to win, streamlining our portfolio, accelerating brand renovation and innovation, implementing strategic revenue growth management and pricing, driving productivity and working capital efficiency, and strengthening our digital capabilities. Underpinning our turnaround strategy is enhanced operating discipline. Early signals across forecast accuracy, inventory management, service levels, and productivity reinforce our confidence that we are enhancing operating discipline, tightening production processes, improving cash efficiency, and establishing a strong foundation for long-term growth. For example, forecast accuracy in the U.S. rose by four points quarter over quarter, and in December reached the highest level in the last several years. This contributed to a four-day improvement in days inventory outstanding in North America, while international improved by nine days, driving improved cash flow. In terms of service level increases, North America was over 96% in the quarter, our best service level in recent history, enhancing our ability to meet demand and support sustainable growth. Further, we drove 13% improvement in SG&A year over year, or 120 basis points as a percent of sales, and productivity remains on track to hit our target for the fiscal year, supporting our ability to reinvest in the business. On this improved operational foundation, we are driving Hain forward with a focused portfolio, more brand renovation and innovation, rigorous pricing and promotion execution, and enhanced digital marketing and e-commerce capabilities that position us to accelerate growth and improve profitability. Turning now to quarterly results. Our second quarter results reflect both the meaningful progress we are driving and the near-term pressures we continue to navigate, particularly from volume-driven deleverage in select parts of the portfolio. Even with these headwinds, we delivered important wins, strong cash flow, a reduction in net debt, and a clear sequential improvement in both top and bottom line trends in our international business. The core of our business is stable, with continued growth in North America, tea, yogurt, and in baby kids, finger foods across both regions. Organic net sales in Q2 were flat year over year when excluding the known hotspots of North America snacks and Ella's Kitchen wet baby food, as well as Earth's Best baby formula, which is impacted by lapping supply recovery last year. SG&A performance was a standout, with disciplined execution driving meaningful improvement. Adjusted EBITDA of 24 million reflected volume mix impact and cost inflation. Importantly, the actions we are taking across innovation, pricing, and brand investment should position us for a stronger second half. We remain fully committed to delivering improved top and bottom line performance in the back half of the year as these initiatives take hold, executing with discipline to strengthen our cost structure and position the business for growth. We are advancing our turnaround strategy with urgency, and this quarter demonstrated meaningful strategic and operational progress. We are sharpening our portfolio and strengthening our balance sheet through the divestiture, giving us greater financial flexibility alongside an improved margin and cash flow profile. Our core categories are stable. Our operational execution is improving, and the actions underway across simplification, pricing, innovation, productivity, and digital provide a clear path to sequential improvement in the back half of the year. I'll now turn the call over to Lee to review our second quarter results in more detail, along with our outlook.

Thank you, Alison, and good morning, everyone. For the second quarter, we saw an organic net sales decline of 7% year over year, driven by lower sales in both the North America and international segments. The decline in organic net sales growth reflects a nine-point decrease in volume mixed and a two-point increase in price. As Alison mentioned, organic net sales trends in the second quarter were flat year over year and in line with Q1, when excluding North American snacks and Ella's Kitchen wet baby food, along with Earth's Best baby formula, which was cycling a significant return-to-market pipeline. Adjusted gross margin was 19.5% in the second quarter, a decrease of approximately 340 basis points year over year. The decrease was driven by cost inflation, lower volume mix, and unfavorable fixed cost absorption, partially offset by productivity and pricing. Actions already underway, including skew simplification, revenue growth management, targeted pricing, and productivity initiatives, along with efforts across key manufacturing sites to improve plant absorption and reduce discards, positions well for margin improvement in the back half. SG&A decreased 13% year-over-year to $61 million in the second quarter, driven by a reduction in employee-related expenses and non-people cost discipline. As we implemented overhead reduction actions, SG&A represented 15.9% of net sales for the quarter, as compared to 17% in the year-ago period. We are nearly finished with our restructuring program, to date having taken $103 million in charges associated with the transformation program, excluding inventory write downs. The total charges are now expected to be between $115 to $125 million. reflecting a $15 million increase related to actions anticipated in connection with the sale of the North American snacks business. We remain on track to deliver the targeted $130 to $150 million in benefits through fiscal 2027. Interest rose 22% year over year to $16 million in the quarter, primarily driven by higher spread as well as increased amortization of deferred financing fees as a result of the amendment of our credit agreement. We have hedged our rate exposure on more than 50% of our loan facility with fixed rates of 7.1%. We continue to prioritize reducing debt over time. Adjusted net loss, which excludes the effects of restructuring charges amongst other items, was $3 million in the quarter. or 3 cents per diluted share as compared to an adjusted net income of $8 million or 8 cents per diluted share in the prior year period. We delivered adjusted EBITDA of $24 million in the second quarter compared to $38 million a year ago. The decrease was driven primarily by lower gross margins, partially offset by reduction in SG&A Adjusted EBITDA margin was 6.3%. Turning now to our individual segments. In North America, organic net sales declined 10% year over year. The decrease was primarily driven by lower volume in snacks and by baby formula, partially offset by growth in beverages. Excluding snacks, organic net sales in the quarter would have declined by 3%. The core is relatively healthy with growth in tea, yogurt, and Earth's best finger food and cereal. Second quarter adjusted gross margin in North America was 20.8%, a 440 basis point decrease versus the prior year period. The decrease was driven primarily by lower volume mix, cost inflation, and unfavorable fixed cost absorption. partially offset by productivity savings and pricing. Excluding snacks and Eves, which we previously announced we were exiting, gross margin would have been 28.6% in the quarter. Adjusted EBITDA in North America was $11 million, or 5.5% of net sales, reflecting a decrease of 57% from the year-ago period. The decrease resulted primarily from lower gross margins, partially offset by a reduction in SG&A expenses. Excluding snacks and ease, EBITDA margin on a comparable basis would have been 12.8% in the quarter. In our international business, organic net sales declined 3% in the quarter, primarily driven by lower sales in baby and kids. This represents an improvement from the 4% decline in organic net sales in the first quarter, driven primarily by a moderation in declines in baby and kids. International adjusted gross margin was 18.1%, a 200 basis point decrease versus the prior year period. The decrease was driven primarily by cost inflation, unfavorable fixed cost absorption, and lower volume mix, partially offset by productivity, savings, and pricing. Adjusted EBITDA was $19 million, or 10.2% of net sales, reflecting a decrease of 16% compared to the prior year period. The decrease resulted primarily from lower gross margins. Now turning to category performance. Organic net sales in snacks was down 20% year-over-year, driven by club distribution losses and velocity challenges in North America. Importantly, we are seeing velocity improvements with our recent avocado innovation and multi-pack optimization, and our seasonal innovation performed particularly well with ghosts and bats for Halloween, and more recently, holiday trees. In baby and kids, organic net sales growth was down 14% year-over-year, driven primarily by industry-wide softness in wet baby food in the UK, as well as formula in North America, driven by lapping the return-to-market pipeline. We have continued to see strength in Earth's best finger foods and cereal in North America, each showing dollar sales growth of low double digits percent year-over-year. Ella's Kitchen Thinker Food also saw organic net sales growth up high teams year over year. And while still in decline, we are seeing signs of stabilization in the wet baby food category in the UK. In the beverages category, organic net sales growth was 3% year over year, driven by tea in North America, and demonstrating an acceleration from the 2% growth year over year in Q1 Celestial Seasoning's bad tea grew dollar sales in the quarter, in part due to the recent launch of wellness innovation. In meal prep, organic net sales growth was down 1% year over year, as softness in spreads and drizzles in the UK was partially offset by strength in yogurt in North America. Greek gods grew dollar and unit sales in the quarter by high teens percent and gained share. Shifting to cash flow and the balance sheet. As Alison mentioned, we had strong cash delivery in the quarter. Free cash flow in the second quarter was $30 million, an increase of 22% compared to $25 million in the year-ago period. The improvement was primarily driven by inventory delivery, higher cash earnings, and improved payables. partially offset by lower recovery of accounts receivable. We are pleased with the progress we're making on inventory, driven by improved operating discipline. Inventory continues to be an area of focus for fiscal 2026. Days inventory outstanding improved to 75 days in the quarter, compared to 83 days in Q1 2026, and 77 days in the prior year period. Each day of inventory is worth approximately $3.5 million. We also made progress in our days payable outstanding. With days payable outstanding of 57 days in the quarter, in line with Q1, and in improvement from 56 days in the year-ago period. CapEx for $7 million in the quarter was up slightly from $6 million in the prior year period. We now expect capital expenditures to be in the low $20 million for fiscal 2026. Strong cash flow generation in the quarter brought cash on hand to $68 million and net debt to $637 million, a reduction of $32 million. We also have $144 million of available liquidity under our revolver and remain in compliance with all credit agreement covenants. Our credit facility matures in December of 2026. Accordingly, we have classified all of the associated borrowings as a current liability in our 10Q. We have a disciplined approach to capital management and continue to prioritize debt reduction as the primary use of cash as we continue to act proactively to manage the upcoming maturity. Over the last 10 quarters, we have reduced net debt by $140 million. We expect to generate additional operating cash flow during the balance of fiscal 2026, including the collection in January of $26 million of insurance proceeds and ongoing working capital improvement, meaningfully reducing debt obligations in the orderly course of business. Our strategic review has yielded a multistage plan aimed at materially improving liquidity and leverage. The sale of the North American snacks business is an important first step, with net proceeds dedicated to debt repayment. Pro forma for the transaction, leverage would fall from 4.9 times at quarter end to approximately four times. As we execute the next phase of this plan, we are advancing additional actions to enhance financial flexibility, improve performance, and address the upcoming credit agreement maturity. including further asset sales and operational improvements. We believe that aligning the maturity solution timing with the execution of the multistage plan will enable us to achieve the strongest long-term outcome for the company and shareholders. We remain actively engaged with our lenders and are assessing opportunities to refinance our debt or extend maturities while evaluating potential capital raising or strategic transactions. We believe that the successful execution of these plans will enable us to refinance, extend, or repay our debt prior to maturity from a position of strength. Turning now to our outlook. As previously communicated, we are not providing numeric guidance on fiscal 2026 operating results at this time, given the uncertainty around the outcome and timing of the completion of our strategic review. We intend to provide pro forma financials upon closure of the North American snacks divestiture expected in February. Looking ahead, we expect the divestiture of North American snacks to be gross margin and EBITDA accretive and the profile of the go forward North American portfolio to have gross margin above 30% and EBITDA margin in the low double digits. As for fiscal 2026, We continue to expect strong cost management and productivity along with execution against our five actions to win in the marketplace, to drive stronger top and bottom line performance in the second half of the year as compared to the first half. And for the full year, we continue to expect positive free cash flow. Before I turn back to Alison, I want to underscore the actions we are taking to strengthen our financial position. We are enhancing our flexibility and improving performance through initiatives to stabilize sales, improve profitability, optimize cash, and reduce debt. The strategic review and agreement to sell our North American snacks business are important steps, and we continue to advance additional actions. With solid liquidity, strong cash delivery in the quarter, and positive free cash flow expected in fiscal 2026, We remain confident in our ability to drive improved performance in the second half and beyond. Now, I'll turn the call back to Alison for some closing remarks.

Thanks, Lee. In summary, I want to reaffirm our confidence in the direction we have set for the company. This quarter marks a pivotal moment in our journey. We have taken a significant first step to sharpen our focus and strengthen our financial position. We are engaging in ruthless focus, fewer categories, fewer brands, and fewer SKUs, enabling concentration on areas that better align with our strengths and core capabilities. We are making tangible progress in improving our operational health and enhancing cash delivery. The actions we have taken will drive a structural reset of our margins, and we continue to identify and remove costs from the business. freeing up fuel to invest. Q2 results demonstrate strong cash delivery, reduction in net debt, and a stable core business. We are attacking our challenges head-on and nurturing growth through our five actions to win. We are encouraged by the progress we are making as we focus on executing our strategy and building momentum quarter by quarter. While we continue to navigate pockets of pressure, to deliver sustainable, profitable growth and long-term value for our shareholders. That concludes our prepared remarks, and we are now happy to take your questions. Operator, please open the line.

At this time, I would like to remind everyone, in order to ask a question, press star, then the number one on your telephone keypad. And your first question comes from the line of Jim Solera with Stevens, Inc. Please go ahead.

Hey, Austin and Haley. Good morning. Thanks for taking our question. I wanted to start off with maybe some more details around the decision to divest the Stacks portfolio. If we go back to the investor day in 2023, you guys called out a couple different categories to focus on as you grow. Stacks was one, the baby and kids, and then beverages. I think there were six brands, three of which were Stacks. And then over the preceding years, there's been a lot of focus on innovation in the Stacks portfolio, you know, getting better placement and away from home, things like that. And so clearly something's changed. You guys think there's more value in focusing on other areas of the portfolio. So we'd just love if you can kind of help us bridge, you know, what changed in your thinking or what you've seen in the market from, you know, that 2023 until now to result in divesting the Stacks.

I'll jump in first. So good morning. Look, you know that our first action to win is all about simplifying our portfolio. We needed to take some action in North America that would allow us to really focus to grow. As we assess the various businesses, stepping back and looking at sort of rights to win and what it takes to win in a category like snacks, The reality is that there are a lot of capabilities, given that this is an impulse category, that I would argue are more difficult for us to develop. So if you think about impulse categories that are fundamentally demand creation categories, you need to have really heavy and intense innovation. You need to have strong marketing investment consistently. You need to have DSD-like merchandising to drive, again, kind of that impulse purchase. If you look at sort of the rest of our portfolio, it tends to be more center of store in North America. And, you know, center of store categories are fundamentally demand fulfillment. So the demand's already there, and it's not quite as competitively intense. So That is one of the key reasons when we looked at our portfolio, where was sort of the biggest opportunity for simplification. I'll also add, and you saw that snacks over the years had become somewhat financially challenged for us as a business. We had become over-reliant on the club channel. That club channel is really great when you have that business, really challenging when you don't have that business. And so, you know, again, we had to look at how we build a portfolio that financially is structured to grow. And we firmly believe that as we divest the snacks business, having a portfolio in North America that has gross margins 30 plus percent and has EBITDA margins in the low single digits is going to put us in a position where we truly can invest and truly can focus to grow.

Yeah, I would agree. And I guess just building on that to what Alison said, I mean, the operating model, talent profile, capital allocation priorities are very different. You know, and what we called out is you kind of look forward is X snacks. And we also said X eaves as well, because that's another piece of business we previously disclosed that we've gotten out of. The gross margin profile of those businesses is 28.6. The ongoing gross margin profile of the remainder of the North American business, we anticipate being greater than 30%. Again, we don't like to do kind of X, but if you take out a couple of things specifically around snacks and then some category softness that we've had in kids, you know, we were actually flat. So that speaks to kind of the rest of the portfolio. So we think we are, you know, better positioned as we move forward with a higher profitability portfolio.

Can I ask about reallocating some of the innovations? I imagine If you're not having the Stacks portfolio anymore, that frees up some internal capabilities to then pivot to innovation in the remaining categories. Can you talk through maybe some of the stranded overhead, what those costs are, and if we expect to see more innovation in the remaining categories, whether it's in the back half of this year or maybe that's a 2027 event?

Yeah, we did call out the stranded costs. I don't think, you know, we probably didn't verbally speak to it, but it was on one of the slides. So the stranded cost impact is about $20 million to $25 million. So those are costs that are allocated to snacks right now. We have really concrete plans to execute to mitigate the majority of those costs within a 6- to 12-month time frame. And again, you know, it will free up... you know, resources, you know, some of that obviously would drop through, but also just resources as we support those innovations, as we make sure that we have kind of adequate marketing expenditure against the rest of the portfolio.

Yeah, I'll just, I do think your point is right that, you know, we will be able to put more investment and more time and energy against the innovation for the balance of portfolio and You know, we really are seeing, I think I talked to you before about how we're doubling down on innovation, both in our North American and our international segments. You know, we're seeing that those innovations that we're putting in the market, whether it's single serve yogurt and with the Greek gods, you know, or wellness tea or Earth's best snacks, we're seeing that those innovations are driving incrementality. They're driving share growth. So innovation is absolutely critical in this segment or in these better-for-you categories to bring new consumers in and ultimately get to growth and driving volume-based growth. So, yes, absolutely, we will continue to double down our focus on innovation.

Great. I appreciate that, Mel.

Thanks a lot.

Your next question comes from the line of Kamil Gajorwala with Jefferies. Please go ahead.

Everybody, good morning. I guess the question on the divestiture in the context of cash, obviously you have some cash coming in, but were those businesses cash burn businesses where just from a sort of run rate perspective or whatever capital that was required? Like, how does that sort of bend the curve on your ability to generate cash?

Yeah, I mean, Snacks is not a significant cash-generating business. I mean, we talked about the lower margin profile within it. So I'd say from an ongoing kind of cash-generation perspective, we're in a very, very good position. One thing we did emphasize is as you look at Q2, we did have a really strong cash delivery. We will continue to be very focused on inventory reductions, continue to make progress on payables. The second thing, especially as we go into the second half, I think we also mentioned we do have $26 million that we got on January 2nd on insurance proceeds as well from a previous M&A activity. So I think we're in a good position moving forward. But to your question, I mean, the snacks business was not a significant cash generation business for us.

Okay, got it. And you provided some, I guess, Thoughts on the upcoming maturity? How much flexibility do you have? Is it leaning one direction versus the other, refinance versus equity versus strategic? It feels like there's many moving parts. Just curious, how should we be thinking about what your options are and how much flexibility there is as the date gets closer?

I'd say a few different things. We have a path. We're mindful of the upcoming maturities. We're in frequent... and constructive dialogue with our bank group. So, you know, what we did feel was that aligning the maturity solution with the execution and the strategic review will put us in a stronger long-term position. You know, the key thing, obviously, with the execution of this divestiture, you did see on a pro forma basis, our leverage decreased significantly. So going from 4.9 to four times. So, again, we are also continuing under that strategic review to look at other options. So, again, we're mindful that we're working through good discussion with our bank group, and we're continuing to just do a thorough evaluation of our strategy and our portfolio. Again, the four times is versus the covenant we have that takes us all the way through to the 22nd of December, which is 5.5 times. So we have significant headroom under the current. But again, we're in ongoing dialogue to make sure that we come up with the right optimal long-term capital strategy.

Okay, got it. Thank you.

Your next question comes from the line of John Baumgardner with Mizuho. Please go ahead.

Good morning. Thanks for the question. I'd like to ask, Allison, I'd like to ask a follow-up to Jim's question and the characteristics for categories that you like and you want to pursue. The profit improvement from the snack sale is clear, but as you progress in the second phase of review and presumably divest more assets, how do you envision Hain as a true growth business in the end? I get the resource allocation. You have some bright spots with the finger foods and kids, but there's pockets in meals that haven't really grown over time. In babies and kids, the fertility rates are declining across your market. So how do you think about driving sustainable volume in that backdrop? Does it require larger price cuts to bring your products more within reach of sort of mainstream middle income households and expand penetration that way?

So as I look at, again, I'll sort of focus it, I guess, on North America, given that we're focused there with the divestiture. As you look at the remaining portfolio in North America, as I mentioned, first of all, the demand fulfillment aspect of it is an area where I think we've had strength and we've demonstrated consistent delivery over time. As you think about growth in the remaining portfolio, we talk about sort of our flagship categories being our tea business, our yogurt business, and our Earth's Best baby and kid business. What you see is in those businesses, we have strengths. So if you look at tea, you know, we're a top three player in tea. We've shown that we can drive growth when we innovate. So our wellness innovations that we launched in June of last year are a great example of that. They're driving share growth for us and share growth in the overall wellness category. When you look at our yogurt business, I mean, that's a standout business for us with double-digit growth, again, in a very specific area where we have strength. So whole milk, which is a growing area of – you know, interest in the overall dairy category where whole fats are something that consumers are moving more and more towards. So again, a niche area within a broader player, but an area where we can build from a place of strength. And then the same with baby and kids. When I look at our snacks business and our cereal business, where again, you know, we're number one in each of those categories. So we have strengths. We're seeing innovations that we're launching there are delivering results, double-digit growth, in fact. So, you know, again, the idea is play to your strengths. Find those sort of spots within those categories where you already are in a top three position and keep driving that. When it comes to meal prep, there's also areas within meal prep that I would argue are underpenetrated. A great example, you know, we're number one in coconut oil and spectrum oils, right, an area where less competition. We're number one. We're launching into liquid coconut for the first time in the second half of the year. Twenty-five percent of households only use coconut oil. So it's an untapped opportunity for continued growth. So when you talk about sort of where does that growth sit, it's really finding those growth pockets and being close to the consumer and unlocking that with innovation and renovation. When it comes to price cuts, here's what I'd say. I mean, price is relative to the value that you deliver. And what we've consistently seen, and I think you see this broadly across all categories, is that Price relative to value. So when we're bringing innovation or we're bringing renovation and we're seeing that added value come into the products, we're seeing an ability to sustain price or even price up. So again, the key is not so much about decreasing prices, increasing prices. It's really about what's the value that we're bringing and what's the consumer willing to pay for that value.

Okay, thanks for that. And then for Lee, in terms of the potential or I guess likelihood of additional asset sales from here, are there cost basis or tax considerations or any other factors that might limit your degree of flexibility in divesting certain businesses?

There are no concerning tax considerations at this point. Okay, thank you.

Thank you. Your next question comes from the line of Andrew Lazar with Barclays. Please go ahead.

Great. Thanks so much. Good morning.

Hey, Andrew.

You mentioned sequential improvement expectation in the fiscal second half, and obviously also announced the divestiture of SNACs, which is expected to close fairly soon. Much of the weakness in the fiscal first half was, of course, related to SNACs. So I'm curious if you also expect sequential improvement in the fiscal second half, sort of on a pro forma basis. Any thoughts or help on how we should think about the potential magnitude of such improvement?

Yeah, so I think we talked in the first part of the call a little bit about sequential improvement in our international segment. We saw that from first quarter to second quarter, and we expect that to continue in the international segment Not only driven by the innovation that we're putting into the marketplace, it is significant. We also cycle the ELA's challenges with the broader sort of industry and category in May of 2026. So that's going to definitely, definitely help. In North America, we also expect sequential improvement as we look to from first half to second half. We saw that actually in our tea business. If you look at Q1 to Q2, We see that pick up with the rest of our businesses as we launch innovation. So when you think about our yogurt business that's doing very well, we continue to expand our single-serve Greek gods yogurt, which is driving a lot of incrementality, about 60% incremental to the business and almost 100% or the category and almost 100% incremental to our business. When you look at our Earth's Best business, we are launching seven SKUs in the big kid snacks area. That's an area we have not been in the past. So we're launching bites, we're launching ways, we're launching sticks. All of those things have added protein, have added fiber, and so they really play into where the market is moving. Again, the sequential improvement comes from that innovation. We also see the full realization of the pricing actions we've taken. As you know, pricing actions have been rolling in across baby, across tea, across meal prep. As we executed the first half and the second half, we see the full benefit of that, along with we'll continue to tighten up sort of our promo efficiency and effectiveness. definitely we are looking to drive sequential improvement, first half to second half overall, and we have a lot of activities against our five actions to win to help drive that.

Yeah, and just building on that a little bit, you know, we expect our margins in the second half to improve. For the reasons Alison mentioned, I mean, RGM, you know, we did have some impact, and we talked about it in the second quarter on, manufacturing on absorption. We expect to get, you know, improvements in our manufacturing footprint, you know, continue to drive productivity, you know, reducing some of our waste as well. So we expect to see that as we move through. So we expect to see an improving margin profile as well.

Great. Thank you for that. And then just regarding stranded costs, you call out the $20 to $25 million on an annual basis, and obviously you're going to do what you can to mitigate that as soon as you can. But I guess in the near term, I mean, should we think about EBITDA being impacted for a period of time when the deal closes because of the stranded costs? And does the four times pro forma leverage include or exclude the stranded costs? Thank you.

Yeah, so we do. I mean, the pro forma leverage... did include some of the stranded costs and then some of the other benefits as we've taken out. Moving forward, I mean, there will be some short-term pressure with the stranded costs, but we do have a very detailed plan to get those out in a short period of time. We said the six- to 12-month period. So it is something, again, there's a number of elements. It's primarily in the SG&A side, a little bit in our distribution and warehousing network. But we have action plans to get those out. So I'd say you would see some pressure in the first quarter, but that will dissipate as we execute those actions very, very quickly. Thank you.

Again, if you would like to ask a question, press star 1 on your telephone keypad. And your next question comes from the line of Anthony Vendetti with Maxim Group. Please go ahead.

Thank you. So just to I know you gave us the percentages of the business relative to overall into North America. If we had to look at the last either the last 12 months or fiscal year 25, what was the actual revenue contribution from the SNAP business?

We gave it, was it 38%, 38% of the total North American number.

Okay. Was that business, I know you said that there was, I think you said the gross margin on that business was 28.6%.

Not that far off from what you're looking at. No, no, no, sorry. Sorry, just one correction there. That gross margin was X the snacks business. So the snacks business was extremely dilutive to that. So that's why we wanted to give you X the snacks business.

Got it. Okay, good, that's helpful. And then if, you know, in terms of, I know the first question was, you know, what drove you to this? Was this sale... you know, pressured by your bank group? Did the bank group sign off on it? You know, if the bank group wasn't involved, do you think you would have spent more time trying to turn it around? Or maybe just give us a little bit of color on what drove the sale right now.

Yeah, it definitely wasn't pressured by the bank group. It was done. I mean, we talked about, I think it was May we kicked it off. We had a strategic review process And were we strategically in a position with a right to win within that category? And how did it fit within the rest of our portfolio? So that's really what drove the decision. You know, it felt like with their acquirer, they've got a better position to drive that moving forward. So not pressured by the bank group, no.

Yeah, and I would say, Anthony, I mean, you know, Look, obviously, this is public now with the team. We couldn't talk to the team in North America much about what we were doing. As the team looks at sort of the potential of the business with the three flagship categories I noted, plus selective opportunities in meal prep, they're excited. They're excited because the financial profile is such that They can put a lot more focus against these businesses. They know there's growth in these businesses. They're going to be given an opportunity to unlock that growth. So, again, simplification is our first action to win. We have to engage in ruthless complexity reduction across our business, and SACS was a very smart way to do that given the capabilities that are required to win in SACS. which I would argue are not capabilities that are at the heart of Haines Celestial's strength, given it's an impulse category and fundamentally a demand creation category.

Okay, great. And then one last follow-up on the meal prep business, because that is one of the fastest growing categories within grocery stores. Maybe give us a little bit more color on the plan there. Is it going to be more frozen, refrigerated? and just an idea of how you're going to build that out. Thank you.

Yeah, you're right. Meal prep is actually an exciting area. And as we sort of were looking at how do we put some additional focus against that business without the snacks business in North America, we're looking at sort of doubling down on innovation. So we're already talking about and building out our pipeline related to Maranatha. You heard me talk about liquid coconut oil on spectrum, 25% of households only using coconut oil. And we're number one right now, but we don't have a liquid product. That's another great example. So we will absolutely look at ways we can unleash the opportunity within meal prep as we go forward, because we know it's a growth category. And when 38% of your business is in snacks and it's requires impulse category-like capabilities. You find that a disproportionate amount of human resources are spent there. We now have time to spend it against some of the other great opportunities that exist in our portfolio.

Okay. And I would just like to conclude with congratulations on the permanent appointment as CEO, Alison. Thank you.

Thank you very much. Continue to be energized by it.

Your next question comes from the line of John Anderson with William Blair. Please go ahead.

Good morning. Thanks for the question. I was wondering if you could help us just with kind of the cadence. In the baby and kids business, there are, I guess, a couple of other transitory events that are affecting the organic growth in that business. You cited the first one as being You know, pipeline associated with the Earth Balance we launched last year, and then just kind of the industry-wide challenges in wet baby in the UK. Can you remind us, you know, the timing of those? When will those be cycled or kind of out in the base, if you will? And do you kind of expect post that, that the baby and kid businesses is in a position in aggregate to grow? Thanks.

Yeah. So I'll talk about the UK first and Ella's. So the BBC Panorama documentary came out in early May of last year. And so we do start to cycle that drag that has hit the category come Q4 of this year. So You will see, you know, that business, you know, return to a much better position and return to growth. We are, as you know, on that business. We've been doubling down on marketing. I think I talked in our last call about sort of a new marketing campaign that's getting very good response. We are also doubling down on our innovation. So in the back half in Ellis, we have 10 new snack SKUs going in. We have new meals, stage four, so older kids sort of meals going in. And then we have the nutty blend, which is a combination of nuts and fruits and vegetables. Again, lots of innovation to continue to drive that category. And Ellis does remain the number one in the category overall and is the pioneer and sets the standard for organic baby in the category. So again, once we cycle that, we have confidence that, again, that business, you'll see a return to growth. As it relates to the North America business, I think we've talked quite a bit that You know, we're in a tale of two cities where we've got, you know, good growth, double-digit growth, strong double-digit growth in our Earth's Best Snack business, and we'll continue to drive that with the innovation we have coming in in the back half of the year. On our cereal business, the same thing, mid-single-digit growth, strong business, again, looking at innovation to continue to drive that. When it comes to our formula businesses, This is the last big cycle. This quarter was the last big cycle that we see, so we should get to a more normalized place, although I will tell you that formula is an incredibly competitive category. You have a lot of new players in, and EarthBest has been working hard to really rebuild sort of the trust credentials that it always had. as well as engage in very targeted recruitment-based marketing through things like Earth's Besties, as well as some of the registry programs with our retailers. So again, we have more work to do on our formula business, but the cycles we get over. As it relates to our pouch business, sort of our other challenged area, I mean, that's another example where hyper-competitive in the pouch business, a lot of the pouch business moving to refrigerated And so you're seeing sort of a sea change and a shift in that category overall. We will still be cycling some exits of that business as we look to, we talked to you, I think, our last earnings call about the 30% skew reduction in North America. We continue to drive that. A chunk of that skew reduction does actually hit. our pouch business as we look to really, again, build a focused power core of sort of hero SKUs in our wet baby food business. So, again, you know, we've got great strength in a couple of segments, and we'll continue to drive those hard, and we're working to stabilize the other two segments with some cycles that we get through as we move through the remainder of the year.

Thanks for the color. That's helpful. It makes sense to focus on the area where you have the strongest differentiation. One follow-up to Andrew's question, just on stranded overhead, I just want to make sure. When you talk about North America gross margins being in the 30s post a pro forma basis and EBITDA margin double digit or double digit, is that after the work period? down of the stranded overhead costs, or is it kind of right out of the gates?

No, no, that's a good question. It is after the work down of the stranded overhead impacts. So, again, that's why we've emphasized and we have action plans to take those out on kind of a short-term basis, moving very aggressively, but it is after that work down.

So just again, for modeling purposes, it would be, I guess, prudent might be the word to assume, you know, there's going to be kind of a $5 to $6 million overhead, stranded overhead headwind per quarter until those are worked down.

That's the way the math would work. Yes, it would be about, yeah, $5 million, you know, a quarter, five to six. But again, we would be taking actions, you know, to quickly kind of work that down as possible.

Understood. Okay. Thank you so much.

That concludes our question and answer session. I will now turn the call back over to Allison Lewis, CEO, for closing remarks.

Great. Well, thank you, everyone, for joining today. I'll just reaffirm our confidence in the direction that we're taking. This quarter represented a really pivotal, pivotal time. step for us as we began to execute our strategic review with the investor of snacks. You know, we're focusing our portfolio for growth. We're improving sort of our overall financial profile as we go forward and also strengthening our operational health while we continue to drive out costs and enhance our overall cash delivery strategy. And I would say, you know, we're attacking the challenges head on. Certainly this business is in transformation and turnaround, but we see bright spots and we'll continue to drive those bright spots as we action our five actions to win. So thanks for joining us today.

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.