The Marzetti Company

Good morning. My name is Siobhan, and I will be your conference call facilitator today. At this time, I would like to welcome you to the Marzetti Company's fiscal year 2026 second quarter conference call. Conducting today's call will be Dave Senske, President and CEO, and Tom Piggott, CFO. All lines have been placed on mute to prevent any background noise. After the speakers have completed their prepared remarks, there will be a question and answer period. If you would like to ask a question during this time, simply press star 1-1 on your telephone keypad. If you would like to withdraw your question, please press star 1-1 again. And now to begin the conference call, here is Dale Gnabczyk, Vice President of Corporate Finance and Investor Relations for the Marzetti Company.

Good morning, everyone, and thank you for joining us today for the Marzetti Company's fiscal year 2026 second quarter conference call. Our discussion this morning may include forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially, and the company undertakes no obligation to update these statements based upon subsequent events. A detailed discussion of these risks and uncertainties is contained in the company's filings with the SEC. Also note that the audio replay of this call will be archived and available on our website, investors.marzetticompany.com, later today. For today's call, Dave Sosinski, our president and CEO, will begin with a business update and highlights for the quarter. Tom Piggott, our CFO, will then provide an overview of the financial results. Dave will then share some comments regarding our current strategy and outlook. At the conclusion of our prepared remarks, we'll be happy to respond to any of your questions. Once again, we appreciate your participation this morning. I'll now turn the call over to the Marzetti Company's president and CEO, Dave Susinski. Dave?

Thanks, Dale, and good morning, everyone. It's a big day here for the Marzetti Company because in addition to reporting our Q2 results for fiscal year 2026, We are thrilled to announce that the Marzetti Company has entered into a definitive agreement to acquire Boshan, the authentic, great tasting, and rapidly growing Japanese American barbecue sauce brand. I will have more details to share on the acquisition later in the call, following the review of our second quarter results. In our fiscal second quarter, which ended December 31st, consolidated net sales increased 1.7%. to $518 million. Excluding non-core sales attributed to a temporary supply agreement or TSA, adjusted net sales increased one-tenth of 1% to $510 million. Gross profit grew 3.4% to a second quarter record $137 million. In our retail segment, The 1.1% decline in net sales compares to a strong prior year quarter of 6.3% and reflects softer demand during the timeframe of the U.S. government shutdown. Retail segment sales highlights include continued growth from our category-leading York Bakery frozen garlic bread products and expanding distribution for our Texas Roadhouse dinner rolls. CERCONA scanner data for the quarter ending December 31st showed solid performance for several of our core brands and licensed items, with overall scan sales up 2.3% for the 13-week period. In the frozen garlic bread category, our New York bakery brand grew sales 8.4%, adding 300 basis points of market share for a category leading 44.6%. In the frozen dinner roll category, our Sister Schuber's brand and our licensed Texas Roadhouse brand combined to grow 7.1%, resulting in a market share increase of 40 basis points to a category-leading 60.8%. In the shelf-stable sauces and condiments category, sales of our licensed Chick-fil-A sauces grew 6.7%, resulting in 13 basis points of share growth. Chick-fil-A sauce has benefited from expanded distribution into the club channel that began during our fiscal fourth quarter, which ended June 30th. In the produce dips category, sales of our Marzetti brand increased three-tenths of 1%, adding 130 basis points of market share for a category leading 75.5%. In the food service segment, excluding the non-core TSA sales, adjusted net sales grew 1.6%, while volume measured in pound shift declined four-tenths of 1%. In addition to the benefits of inflationary pricing, the increase in food service segment sales reflects increased demand for several of our core national account customers and higher sales for branded food service products. During the period, we were pleased to report a 3.4% increase in gross profit to a second quarter record of $137 million, with reported gross margin of 40 basis points. Our focus on supply chain productivity, value engineering, and revenue management all remain core elements to further improve our margins and financial performance. I'll now turn the call over to Tom Piggott, our CFO, for his commentary on our second quarter results. Tom?

Thanks, Dave. Overall, the company delivered improved performance against a strong comparative period. In addition, investments were made to support future growth. Second quarter consolidated net sales increased by 1.7% to $518 million. Breaking down the revenue performance, Net pricing was accretive by approximately 140 basis points. Core volume and product mix drove 130 basis point decline. In addition, the company reported $8.2 million in sales for 160 basis points of growth that resulted from a temporary supply agreement with Win-Win Foods, the seller of the Atlanta-based manufacturing facility that we acquired last year. We entered into this agreement to facilitate the closing of the transaction. It's important to note that these temporary and non-core sales are expected to conclude during the quarter ended March 31st, 2026. Consolidated gross profit increased by $4.5 million or 3.4% versus a prior year quarter to $137.3 million. and reported gross margin expanded by 40 basis points. The gross profit growth was driven by our productivity program, where we benefited from cost savings across a number of areas, including procurement, manufacturing, value engineering, and distribution. In addition, our pricing actions offset the higher commodity costs we experienced during the quarter. Note that excluding the $8.2 million in sales from the temporary supply agreement, which did not contribute meaningfully to gross profit, adjusted gross margin expanded by 80 basis points. Selling general and administrative expenses grew by $3.3 million, or 5.8%. The increase was primarily driven by a higher marketing spend as we invested to support the continued growth of our retail brands. and the expanded launch of Texas Roadhouse Rolls. Note that last year, SG&A expenses included acquisition-related costs of $1.6 million. During the quarter, the company recorded $1.7 million in restructuring and impairment charges. The charges are attributed to a non-cash impairment charge on manufacturing equipment in our food service segment as well as the planned closure of our sauce and dressing facility in Milpitas, California that we previously announced. Consolidated reported operating income decreased by $500,000. The gross profit growth was offset by the higher investments we made in SG&A and the restructuring impairment costs. Excluding the restructuring impairment charges and the acquisition related costs recorded in the prior year, adjusted operating income declined by $400,000. Our tax rate for the quarter was 22.6% versus 22.5% in the prior year quarter. We estimate our tax rate for the remainder of the fiscal year 26 to be 23%. Second quarter diluted earnings per share increased 37 cents or 20.8% to $2.15. Note that in the prior year, we took a pension settlement charge of 39 cents. in addition to the acquisition-related costs, which totaled $0.05. In the current year quarter, the restructuring impairment charges totaled $0.05 per share. With regard to capital expenditures, our payments for property additions totaled $17.7 million for the quarter. For fiscal 26, we're forecasting total capital expenditures between $75 and $85 million. We will continue to invest in both cost savings projects and other manufacturing improvements, as well as the Atlanta facility we acquired last year. In addition to investing in our business, we also return funds to shareholders. Our quarterly cash dividend of $1 per share paid on December 31st represented a 5% increase from the prior year's amount. It marked 63 consecutive years of regular cash dividend increases. In addition to the $27.6 million paid in dividends, the company repurchased $20.1 million in common stock in the second quarter. Our financial position remains strong with a debt-free balance sheet and over $201 million in cash. And as Dave will discuss, we plan to take advantage of that strong position to invest for further growth with the acquisition of BaChance. we will continue to have a strong balance sheet following the acquisition. As we complete the first half of the year, we're pleased to report growth in net sales of 3.6% and adjusted net sales of 1.7%. Reported and adjusted gross margin reflected increases of 30 and 80 basis points, respectively. Reported operating income was up 2.2%, while adjusted operating income increased 3.1%. In addition, operating cash flow grew by $30.6 million, or 24%. To wrap up my commentary, our results demonstrate strong execution across a number of areas that drove solid top and bottom line performance in a difficult operating environment. In addition, we returned funds to shareholders through our increased dividend and share purchase, and also continued to make investments to support further growth and cost savings. I'll now turn it back over to Dave for his closing remarks. Thank you.

Thanks, Tom. As we look ahead, the Marsetti Company will continue to leverage the combined strength of our team, our operating strategy, and our balance sheet in support of the three simple pillars of our growth plan. To one, accelerate core business growth. Two, to simplify our supply chain to reduce our costs and grow our margins. And three, to expand our core with focused M&A and strategic licensing. As an example of how we're executing against that third pillar, this morning we announced that the Marzetti Company had entered into a definitive agreement to acquire Boshan's, the authentic, great-tasting, and rapidly growing Japanese-American barbecues brand. Boshan's has been built around a multi-generational family recipe, passed down to its founder, Justin Gill, who has done an amazing job of developing the products and building this brand. We are extremely excited to add Boshon's to our portfolio. In the months ahead, we look forward to sharing with you our plans to leverage our industry-leading culinary and product development capabilities and working shoulder to shoulder with the Boshon's team to deliver long-term growth while maintaining the authenticity and quality that makes Boshon's brand so special. This transaction reinforces Marzetti's position as a leader in sauces by adding a premium brand that is exceptionally well aligned with evolving consumer preferences for authentic, global flavors and better-for-you products. From 2022 to 2025, Boshon's delivered net revenue compound annual growth of approximately 48% driven by strong consumer demand and expanded distribution. We see meaningful opportunities to accelerate Boshan's next chapter of growth by leveraging Marzetti's culinary capability, retail relationships, and food service partnerships. Over time, we intend to broaden distribution, support continued product innovation, and thoughtfully extend the brand into new channels and adjacent categories. We also expect to capture substantial synergies as we carefully integrate Bosh Ons into our supply chain by leveraging our scale and expertise in making many of the world's most iconic and great tasting sauces. The total consideration for the acquisition was approximately $400 million in cash. Overall, we expect this acquisition to be accretive to both top line growth and gross margins beginning in year one. Looking ahead to the back half of our fiscal year, excluding any impact from the planned acquisition, we project retail sales will continue to benefit from our expanding licensing program led by Texas Roadhouse Dinner Rules, in addition to investments in innovation and growth for our own brands. Note, with this year's earlier Easter holiday, we anticipate some retail segment sales will be pulled forward into our fiscal third quarter. In the food service segment, we expect continued growth from select customers in our mix of national accounts. Like many of you, we continue to monitor external factors, including U.S. economic performance and consumer behavior that may impact the demand for our products. With respect to our input cost, in the aggregate, we anticipate a modest level of cost inflation that we planned to offset through contractual pricing and our cost savings program as we remain focused on continued margin improvement. In closing, I would like to thank the entire Marzetti company for all their hard work this past quarter and their ongoing commitment to grow our business. I would also like to convey to Justin Gill and the entire Bosch Ons team how excited we are about the opportunities to grow that lie ahead. This concludes our prepared remarks for today, and we'd be happy to answer any questions you may have.

Operator?

At this time, I would like to remind everyone in order to ask a question, please press star 1 1 on your telephone keypad. And your first question comes from the line of Scott Marks from Jefferies. Your line is open.

Hey, good morning. Thanks so much for taking your questions. Um, first thing, right? Um, you know, just wanted to ask a little bit about top line performance in the quarter. I think you called out on retail, obviously lapping a very strong quarter last year, as well as some of the government shutdown impacts. Um, you know, as, as we think about maybe the go forward, um, You know, should we expect that the impacts from those government shutdowns are fully behind us? Should we be thinking about any type of inventory rebuild coming into the pipeline in addition to some of those Easter shifts or any other dynamics that we should be thinking about with regard to the retail segment?

Yeah, it's a great question, one that we've obviously watched carefully, and maybe I'll try to frame it in a little context for you. First, as you pointed out, on the retail side of the business, we were going up against a strong comp last year where our volume was actually up 7.4%. Then you sort of walk down from that, as you highlighted, we saw a bit of a category slowdown between the 13-week period and the five-week period across all MULO and in our categories in particular. And importantly, Scott, as you pointed out, by the time we got back into December, we started to see those rates recover as we moved along. As we then lift our focus to the go-forward period, we continue to believe that we're set up to deliver low single-digit volume growth against this business here.

Got it.

Appreciate the answer there and then maybe just shifting over to the food service side. I think after last quarter the commentary was pretty pretty positive, you know, just around some of the initiatives within food service and being able to continue with some of the volume momentum. Obviously, volumes came in a little bit softer than folks were expecting. So just wondering if you can share with us maybe, you know, what happened in the quarter, what was the reason for the organic volume declines, and then how are you thinking about rest of the year for that food service segment? Thanks.

Yeah, thanks. let's do the same thing. Let's kind of ladder up and set a little context for the industry, and then we'll bring it down specifically to our business. So at an overall industry level, I think the best way to categorize things is essentially they're flat. We also saw a bit of a pullback in food service during the period of government shutdown, but there again, we saw an element of normalization. If you look at most of our large national accounts were continuing to win with those, Chick-fil-A, Domino's, Taco Bell, et cetera. I would say in those particular cases, you know, we were very satisfied with their performance and our performance. If you go back and you look at the script for probably the last couple of periods, we talked about the fact that we were going to be lapping a couple of limited time offerings during this period that we thought were going to create a hole I think that the setup that we used is we expected a volume to be down a couple of points and for us to be able to get a little bit of pricing to get us closer to flat in the business. So again, I think the way we were thinking about it then it came in, I would say at or maybe even slightly better than we were expecting. Now let's come in maybe even a click deeper on what actually happened in the period um you know first i think it's we've continued to work and benefit from our partners that are doing well on a relative basis and particularly we had a number of specialty sauce promotions that were going on in the period either new items that were limited time offerings or in some cases just core menu sauces that we've used that select food service partners have decided to promote in the period So on this piece of the business, as you continue to shift your focus forward, I would argue that we're feeling a little bit more optimistic than we might have the last couple of quarters. All eyes are on the consumer to see what happens, but it's really hard to envision as we move now into calendar year 26, short of a black swan, something changing materially on the downside. I think there are a couple of things that are working in our favor for everybody that services food service first. Gas prices are down year against year, which we know gives consumers discretionary spending that oftentimes comes back and away from home dining. The other thing that we're seeing here is like you, I think we're expecting income tax returns to be a little bit stronger this year than they were last year because of some of these changes. And those ordinarily hit around the time of President's weekend or so. So you put the fact that inflation remains relatively in check. Gas prices seem to be moderating some. There's a case for slightly stronger income tax returns. I think the setup there for all the food service is at least for a flat scenario, if not for a modest improvement. If past is prologue, what we see is that the winners continue to win in this environment, and I think this is where we'll continue to perform relatively well. So that would be kind of the view.

Understood. Appreciate the thorough answer. We'll pass it on. Yes. Pleasure. Thanks, guys. Thank you.

Our next question comes from the line of Todd Brooks with Benchmark StoneX. Your line is now open.

Hey, great. Thanks for taking my call. Of course, Todd. Wanda, congratulations on the Boschens acquisition. I was wondering, I know there'll be a plan for the synergies and everything that you'll look to be harvesting, but if you look at that business in 25, I think it was like an $87 million business, but I'm wondering what kind of the exit rate was. It looks like maybe there was some SKU expansion. There was probably door expansion. As we think about maybe an exit quarterly run rate for Bosch and Q425, is there anything you can share there?

Yeah. So why don't I maybe step back and frame it, if you'll allow me, a little more broadly. First of all, this is a business that we had been tracking in the industry for the better part of four years. It's a... really an amazing product and amazing brand. It's an authentic founder story. It's great tasting, clean label. And what we love about this product, Todd, is that when you look at it, it significantly over indexes with millennials and Gen Z. So It does well with all of the various cohorts. But if you look at sort of the future of food consumption, and these are people that love their sauces, it does particularly well with those cohorts. And that in conjunction with the fact that the brand has very broad shoulders, it plays in sauces, plays in marinades, plays in glazes, even plays in dips. We tested all of these items. It gave us reason to believe that this could be a very meaningful brand platform for us. And as we talked to, you know, Justin Gill, the founder of the business and his team, Really what we focused on was the fact that we believe we have best in industry, culinary, and product development capabilities. We can't develop everything. But when it comes to sauces and dips and flavor systems, we believe that we really have top of the peer group capabilities. And I think that became part of a selling point for our partnership together. Now, as you pointed out, the business did $87 million in sales Strong growth rate. If you look at the history of the business, it grew principally through Costco and then began to diversify into mass with Walmart and into retail. So the mix of the business was growing a little bit faster this most recent year in mass and in retail. The price point is premium, which gives it the ability to make it margin accretive. And as you might imagine, there is a synergy case here, given that this is in sauces, and it's really our wheelhouse to be able to support this business. So overall, you bring it all together, authentic founder story, great tasting product aligned with where consumers are going, GLP friendly. It really just made a lot of sense for us. So a very, very exciting item here. And I'm going to give you a little inside baseball for those listening. We literally signed this last night. We had been following this business for four years. We had participated in the process. We've been diligencing it for months, but literally we signed last night. So it's relatively fresh news. And we'd like to come back to you with a more complete story for how we intend to grow the business and outline for you the Synergy case and everything else. But suffice it to say, if you look at us, our history really started in dressings. And our most recent chapter of growth in sauces has come by way of brands that we've licensed. And we love those brands. That being said, we've always wanted brand platforms that we could own, that we could also grow. So we could have multiple pathways to growth. Our legacy brands, Marzetti, Sister Schubert, and New York, these amazing, highly relevant restaurant brands. But then over time, in the right circumstances, to add additional brands that we think are consumer relevant for the future that we could own and help grow. So for us, it really checked all of those boxes.

That's amazing. And one non-related follow-up, and I'll jump back in queue. Dave, if we think about the Texas Roadhouse dinner rolls, I think scanner data north of $20 million in the quarter. When you originally talked about the launch of the product, you thought this was the next $100 million offering within the license-branded portfolio. As we look towards the back half, how do you think about exit run rates today? for this business, given the distribution continues to grow? And you've also talked about possible extensions with additional flavorings and things like that. Can you address that as well? And I'll jump back in queue. Thanks.

Yeah, I'd be happy to. And thank you for asking. The business continues to maintain that same growth rate. If you look at it, you pointed out the most recent period, we exited about a $20 million run rate. Actually, the five-week was better than the 13-week. um and i think there's still room for us to continue to dial in the merchandising on the shelf and a range of other things parenthetically yesterday i i was on the phone with the team at texas roadhouse and and we were talking about partnership and how mutually excited we are about the whole thing. And we were also talking about other items that are in the pipeline. So, you know, you get to the end of our fiscal year, I think there's most certainly a case that this thing could be working towards a retail $100 million run rate. And this is an amazing brand. It's really one of those away from home brands that really connects with consumers in a good economy and in a tough economy. And we feel like we're uniquely suited to work with them and their iconic role platform to grow the business.

That's great.

Thanks, Dave.

Thank you. Thanks, Tom.

Thank you. Your next question comes from the line of Alton Stump from Loop Capital. Your line is now open.

Great. Thanks, guys, for taking my question this morning. As always, I guess the first one is for Tom. I wanted to ask, you know, with the $21 million in share buybacks, obviously it's not a big number with, you know, where your balance sheet's at, but I believe it's the biggest number even on a four-year basis that you bought back in over a decade. So I guess, you know, anything to read from that as far as, you know, your appetite for, you know, buybacks going forward, obviously you just completed a, you know, sizable deal. So that probably, you know, has an impact, but just kind of what your thoughts are when it comes to buybacks.

Yeah. so uh great question so you know obviously with the stock trading off and with the rest of the sector um you know we felt opportunistically there was an opportunity to buy back um so we executed a limited number of buybacks during the quarter now as you've mentioned uh we were levering that balance sheet against um the acquisition of bashan's which, you know, as Dave articulated, will be tremendously positive for our financials over time. So I think at this time, it's safe to say we'll kind of go back to our traditional approach on buybacks. That said, on the dividend policy, we continue to expect to grow it consistent with our history, even with this acquisition, given the very strong cash position the company has developed over time.

Understood. Makes sense. You know, and Dave, and, you know, thank you for the color that you just kind of steal last night. So I'm sure there's going to be some more information to come, you know, you know, on the opportunities as you kind of work through things. But I think you mentioned that it grew, you know, 48% annually, you know, during 22 to 2025. So clearly, and we're just established in 2019, I think it's released. So it's obviously a brand new brand. I would think that there's a ton of distribution there. You know, like you mentioned that they've obviously, you know, had a lot of growth in Costco and Walmart. So, you know, just a high-level color on kind of what the, you know, distribution upside potential could look like.

Yeah. Well, our early thinking on things as we get to know the business is maybe, first of all, This is a very, very capable team, very cohesive team, and our intention is to keep the team together and really augment them with our resources to help them grow rather than to do anything other than that, really continue that momentum. As we think about how we intend to grow that, it's likely to come in three stages, where the first phase is going to be focused on really refining the distribution that they have in place, The second phase would come by driving new items that were in their pipeline and in our pipeline and really helping them execute those. And then the third phase would be extending them even more into broader adjacencies with new items. So this is a brand that plays most certainly well in the United States. We've seen it. And it's also a brand that we believe could play in a very meaningful way in Canada. if not other countries beyond. The last thing that I'll point to is if we look at this, one of the things that the business that really impressed us is when you look at the velocities of these items, the velocities are really remarkable. And the other thing that we saw that we really liked about it is the net promoter score, which is that ratio of positive feedback to negative feedback. And the net promoter score on this brand was higher than virtually any other brand that we tested out there, including many of the most popular items that the industry has talked about most recently, whether in sauces or even in other categories. So the setup here is very, very positive.

Interesting. Well, that's some great color. Thank you so much, Dave and Tom. I'll hop back in the queue. Thank you.

Thank you. Your next question comes from the line of Brian Holland from VA Davidson. Your line is now open.

Yeah, thanks. Good morning. Maybe just sticking along with Bashan's acquisition. So, when you make an acquisition like this, there's two factors to consider. The availability of, you know, a desirous asset. I'm talking about this from a timing perspective. So the availability of a desirous asset and the preparedness of the acquirer to complete the acquisition. I think, Dave, as you and I have talked about, obviously the market, generally has some skepticism, spotty M&A track record. Historically, I think it's fairly straightforward here. Looking backwards, some of those acquisitions were taking big swings. They were focused on addressable market expansion, et cetera. Big swings, at least from a new category standpoint, not necessarily size. This is right in your wheelhouse. So can you just kind of talk about why Less about the asset. We know about that. We can dig into it in just a second here. But why now is the right time for Marzetti to be able to execute and integrate this asset in a way that it may not have been able to do five years ago?

No, it's, you know, Brian, I'm really glad you asked that question. And you followed us long enough and closely enough to, I think, really appreciate the journey that we've been on. And I think I would maybe talk to several things. Over the course of the last handful of years, we've really begun to narrow our focus into building end-to-end capabilities in sauces, dressings, and dips. Even when we think about our dough items, we think about the ability to stick flavor on top of those oftentimes. But focusing narrowly on sauces and dressings and dips, which is our core, this whole transformation has taken place in several steps. One has been going back and looking at our asset base to modernize those to make sure that we can move from slower, less efficient filling lines to highly efficient, scalable manufacturing and filling lines. And that was played out with Forest Cave. It was played out with some of the other smaller expansions. And it was also played out with the most recent acquisition that we did at College Park. As we worked our way through that, as you're aware, we looked at assets to buy, but the prices didn't make sense or the asset didn't make sense for what we were trying to achieve. And instead, we leaned into another inorganic growth pathway, which for us has been licensing. And we've added, as you know, over that period of time, you know, I'm guessing 400 million plus or so of profitable revenue by way of that licensing arc. You continue to move forward with that. We had an antiquated IT infrastructure system. We had a cobalt-based system installed in 1994 that we tore out and replaced during COVID. And we went to really end-to-end SAP S4 HANA, all based in the cloud, all with our data in one data lake. So another element of modernization. As we've worked to grow by way of organic activity and inorganic activity with licensing, we've also worked in earnest to strengthen our capabilities so we can get to a point where we feel like we have industry-leading culinary and product development capabilities, industry-leading manufacturing capabilities, and then industry-leading marketing and selling capabilities. So we're at a moment in time now where most of the infrastructure, let's call it remediation and rebuilding, is behind us, whether it's in the IT space or whether it's in the physical space. And it was a logical time with this experienced team to think about an acquisition. And this acquisition, like you said, was just really right down the wheelhouse. It has combinations on the asset now of a great founder story, clean label, great tasting product. You know, I could go on and on. And the partner, you know, Justin Gill and the team that he has built is really tough. Like, so you bring all that together. It really made us feel like this was the time for us to think really hard about this. If we get it at the right price to move forward. And we felt like this was the right price for us.

Appreciate, as always, the thoughtful answer. And then forgive me if you referenced this earlier in your remarks and I just missed it, but just curious on the integration, the cost synergy side, supply chain, et cetera. Are you – what can you offer immediately? Do these – are they self-manufactured? Is this something you get to bring in-house? Obviously, the excitement and enthusiasm around growth would – you know, maybe need more capacity at some point. Is that something that you can offer immediately, or will that require some capital investment in a meaningful way to allow for that future growth runway?

Sure.

So as it stands today, the business is co-packed 100%. And obviously that provides us with a pathway to integrate some of the manufacturing into our network. But this is one of those scenarios where we most certainly want to go slow to go fast. We want to make sure we understand the business. We want to make sure we understand how to manufacture the business. They have a good COPAG partner that's out there right now. And the last thing we want to do is to bugger this thing up. But as you think about over the longer arc of time, there is a strong case for synergies here throughout the supply chain. And then we talked about the gross energy case as well.

Great, thanks. I can leave it there. Thank you. Thank you. Thanks, Brian.

Thank you. And our last question comes from the line of Jim Solera of Stevens. Your line is now open.

Good morning. I wanted to dig in a little bit. Good morning. I wanted to dig in a little bit, if I could, on Bashan's potential on the margin side? As we think about, you mentioned it's 100% command. I assume that you have the capabilities in place to make this in one of your existing facilities. Is there any way you can frame up the opportunity for where the margins might come in, whether it's relative to kind of your existing margins or if you have a specific number in mind?

Yeah, so this is a very high margin business. The product sells at a premium price point justifiably, and the existing margins are accretive to our existing retail segment at gross margin. So we're starting off with a premium product, and as we look at it, we have opportunities not only in terms of utilizing our capabilities in manufacturing, procurement, Distribution is another drill site for us. So this is going to be immediately margin accretive to us at the gross margin level with potential to add to that going forward.

And then I wonder if you have any detail on, do they have any sales in food service right now? Because I know we've seen other brands do kind of collaborations with food service partners if they have a particularly unique or kind of prominent sauce? Is that a possibility?

No, it's a great question, and it's a great opportunity for us. Right now, they do a very limited amount with food service customers, and as we worked with them over the course of several meetings, we both felt like this is a really exciting opportunity where we obviously have great capabilities to help them work with national accounts. Ideally, if you can imagine a a Boshon's barbecue sauce, a wing sauce of some sort, feels like a home run. So there's a range of opportunities there potentially with national accounts that we would like to investigate. And also just, you know, opportunities up and down the street. This is a tabletop item that people also use to drizzle, particularly on bowls. So there is a real food service opportunity here. And one of the things that I think that the

team at boshans liked about us was our food service reach perfect and if i can just sneak in one quick uh near-term question just with all the moving pieces for 3q with easter getting pulled forward and then 3q is also going up against a negative comp in the year ago i think sales were down like three percent and 3q25 would it be reasonable to expect 3q to be up kind of you know if we're thinking kind of two percent for the year that 3q would be like three to four percent and then 4q would be you know the balance of that to average two for the year i just want to make sure you know we're kind of getting the cadence right as we think about modeling over all the the calendar changes and then the year-over-year collapse yeah we have um for retail we have low single-digit revenue growth for the second half uh it it actually uh is fairly even

by quarter as forecasted today. And certainly, you know, we do have, while we have the Easter tailwind, we have some difficult new item launch comps in Q3 and in the club, in the club sector. So, you know, I would model it fairly even by quarter.

Okay. Perfect. Thanks, guys, for getting to go. Thanks, Jim. Thanks, Jim.

If there are no further questions, we will now turn the call back to Mr. Sisinski for his concluding comments.

Well, thank you, operator, and thank you, everyone, for participating this morning. We look forward to sharing with you our third quarter results in May and giving you more exciting information about the acquisition of Bausch. Have a great rest of the day.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.