B&G Foods, Inc.

Please stand by, your program is about to begin. If you need operator assistance during your conference today, please press the drop zero. Good day and welcome to the B&G Foods, Inc. second quarter 2024 financial results conference call. Today's call, which is being recorded, is scheduled to last about one hour, including remarks by B&G Foods management and the question and answer session. I would now like to turn the call over to A.J. Schwab, Senior Associate, Corporate Strategy and Business Development for B&G Foods. AJ?

Good afternoon, and thank you for joining us. With me today are Casey Keller, our Chief Executive Officer, and Bruce Wacca, our Chief Financial Officer. You can access detailed financial information on the quarter in the earnings release we issue 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, under-reliance should not be placed upon them. We refer you to B&G Foods' most recent annual report on Form 10-K and subsequent SEC filings for a more detailed discussion of the risks that could impact our company's future operating results and financial condition. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. We will also be making references on today's call to the non-GAAP financial measures, adjusted EBITDA, segment adjusted EBITDA, adjusted net income, adjusted diluted earnings per share, adjusted gross profit, adjusted gross profit percentage, and base business net sales. Reconciliations of these financial measures to the most directly comparable GAAP financial measures are provided in today's earnings release. Casey will begin the call with opening remarks and discuss various factors that affected our results, selected business highlights, and his thoughts concerning the outlook for the remainder of fiscal 2024. Bruce will then discuss our financial results for the second quarter of 2024 and our guidance for fiscal 2024. I would now like to turn the call over to Casey.

Good afternoon. Thank you, AJ, and thank you all for joining us today for our second quarter 2024 earnings call. Q2 results. Second quarter net sales of $444.6 million and adjusted EBITDA of $64 million were in line with expectations. Excluding Crisco, whose net sales were impacted by lower net pricing to reflect a decrease in soybean oil costs, base business net sales decreased by approximately 1.5% compared to the year-ago period. Base business trends improved relative to the first quarter, but we continue to experience softer trends in the center of the store, consistent with the rest of the industry. Food service sales also declined 3%, but much less than in Q1, and more consistent with overall restaurant traffic patterns. Net sales for the highest margin spices and flavor solutions business unit increased by 4.9% versus last year. Q2 adjusted EBITDA of $64 million decreased by $4.5 million compared to the second quarter of 2023. The Green Giant U.S. Shell Stable product line represented approximately $2 million of the year-over-year decline, with foreign exchange from Mexico operations on the Green Giant frozen business representing another $2 million decline. Adjusted EBITDA as a percentage of net sales for the second quarter was 14.4%, down slightly from the prior year period. In quarter two, we continued to see moderating inflation and some favorability in transportation and warehousing. Corporate central expenses were also down in quarter two versus last year, reflecting a moderation in insurance and other fixed costs. Segment reporting. As in the first quarter, B&G Foods is reporting results by operating segments, providing greater visibility into the underlying performance of the company's four operating business units. Spices and flavor solutions. Second quarter net sales increased 4.9%, with segment-adjusted EBITDA up 5.9% versus the second quarter of fiscal year 23%. This segment remains B&G Foods' highest segment adjusted EBITDA as a percentage of net sales. B&G Foods is a leader in spices and seasonings, and we continue to see healthy trends in the overall category. Food service sales declined moderated this quarter to reflect overall restaurant trends. We also launched a new line of licensed seasoning and grilling blends under the Four Sixes brand, featured in the Yellowstone TV franchise. Overall, customer service levels have been restored from some isolated issues in fiscal year 23. Meals. The key components of this business unit are Mexican meals, Ortega Las Palmas, and hot breakfast, cream of wheat, McCann's, Maple Grove Farm syrups. The meal segment increased quarter two segment adjusted EBITDA by 3.9%, although net sales were down approximately 5.5%. We have made good progress on controlling costs and driving productivity in this segment. Skinny girl salad dressings continued high growth behind new items, increased capacity, and expanded distribution. Ortega net sales were impacted by competitive activity from Taco Bell in the taco category, although we have a strong pipeline of channel and product innovation in the back half of this year. Food service sales in syrup were also down behind weak trends in a major syrup customer. Customer service levels have remained strong at over 99%. Specialty. The specialty segment's key objective is to maintain strong, stable cash flow and profit dollars with a primary focus on baking staples, about 70% of business unit sales, with leading number one brands such as Crisco Oil and Shortening, Clover Girl Baking Powder, Grandma's Molasses, et cetera. Based on our Crisco commodity pricing model, quarter two net sales for specialty were down mostly behind lower soybean oil pricing versus last year, reflected through to customers. We believe that soybean oil prices have largely stabilized in the near term and expect that the level of year-over-year decline will decrease in the back half. Specialty segment adjusted EBITDA was down modestly, 3%, reflecting slight delays in getting some customers to reflect lower oil pricing on all Crisco SKUs, which has now been rectified. The specialty segment continues to deliver strong customer service at 98.5%. Frozen and Vegetables. The frozen vegetables business unit includes the U.S. green giant frozen business, the Canadian green giant frozen and canned businesses, a major portion of our company's consolidated Canada sales, and Le Seur canned vegetable product line. Net sales, excluding the impact of the U.S. green giant canned divestiture, were down 2.3%, an improvement from the first quarter trend, but still sluggish behind negative overall category trends. The premium price Le Sur Petit Peas canned business is showing strong growth in Q2 and year-to-date versus last year. Frozen and vegetable segment-adjusted EBITDA was down significantly, but reflected the loss of the U.S. green giant shelf-stable business, $2 million, and the impact of foreign exchange, another $2 million, from the transfer of finished goods to the U.S. in Mexican pesos. This segment remains our lowest segment-adjusted EBITDA margin business. This fall, we plan to launch a strong innovation pipeline of veggie ramen and premium sides. Customer service levels have remained strong in this segment. Portfolio shaping. B&G Foods is continuing the reshaping and restructuring of our portfolios to sharpen focus, improve margins and cash flow, and maximize future value creation. The divestiture of the Green Giant U.S. canned vegetable business was completed last fall following the sale of the Back to Nature brand in January 2023. As discussed last quarter, we are conducting a strategic review of the frozen and remaining canned vegetable businesses for a possible divestiture and sale of some or all of the assets in the frozen vegetables business unit. Green Giant remains a strong brand with broad awareness and distribution, and the frozen vegetables category is on trend with health and dietary trends. It just may not be the right fit with B&G Foods' focus and capabilities, particularly since there are no plans to add more assets in the frozen portfolio given the opportunities in our core shelf-stable businesses and overall capital constraints. As previously disclosed, we have been evaluating working on other smaller divesters that represent around 10% of total company net sales. That process with some lesser brands is moving forward. Thank you, and I will now turn the call over to Bruce for more detail on the quarterly performance and outlook for the remainder of the year.

Thank you, Casey. Good afternoon, everyone. As a reminder, and before I get into our results, we sold our Green Giant U.S. shelf-stable product line last fall, and so we are lapping second quarter of 2023 results, which included Green Giant U.S. shelf-stable net sales of $13.7 million and and approximately $2 million of contribution. In the second quarter of 2024, we generated $444.6 million in net sales, approximately $64 million in adjusted EBITDA. Adjusted EBITDA is a percentage of net sales of 14.4% and 8 cents in adjusted diluted earnings per share. Base business net sales, which excludes the Green Giant U.S. Shell Stable product line, decreased by $11.3 million, or 2.5%, in the second quarter of 2024 compared to the second quarter of 2023. $1.8 million, or 0.4 percentage points, of the base business net sales decline was driven by lower net pricing. $9.3 million, or just under 2 percentage points of the decline, was driven by decreased volumes. And a little bit less than $200,000 of the decline was driven by unfavorable effects. Net sales of our Crisco brand decreased by $4.6 million for the second quarter of 2024 as compared to the second quarter of 2023, primarily as a result of our commodity pricing model for the brand, which drove a decline in net pricing of approximately $6.5 million to reflect lower soybean oil commodity costs, partially offset by an increase in volume of approximately $2 million. Excluding the Crisco brand, base business net sales decreased by $6.7 million or 1.5% in the second quarter of 2024 compared to the second quarter of 2023. Gross profit was $92 million for the second quarter of 2024 or approximately 20.7% of net sales. Adjusted gross profit, which excludes the negative impact of $1.2 million of acquisition divestiture-related expenses and non-recurring expenses included in cost of goods sold during the second quarter of 2024, was $93.2 million, or 21% of net sales. Gross profit was $102.3 million for the second quarter of 2023, or 21.8% of net sales. Adjusted gross profit, which excludes the negative impact of $0.4 million of acquisition divestiture-related expenses and non-recurring expenses included in cost of goods sold during the second quarter of 2023, was $102.7 million, or 21.9% of net sales. While we are continuing to see input cost inflation with regards to material costs across our basket of inputs, and in our factories, the cost increases have mostly been modest thus far this year. Helping to mitigate those cost increases are continued favorability in some of the areas that saw the most extreme input cost inflation in 2022 and 2023, such as soybean oil, cans, and logistics, as well as through our continuous improvement efforts and cost savings initiatives in our factories. Selling general and administrative expenses decreased by $4.8 million, or 9.9%, to $43.1 million for the second quarter of 2024, from $47.9 million for the second quarter of 2023. The decrease was composed of decreases in consumer marketing expense of $3.4 million, selling expenses of $1.9 million, and warehousing expenses of $0.1 million, partially offset by an increase in general and administrative costs of $0.6 million. Expressed as a percentage of net sales, selling general and administrative expenses improved by 0.5 percentage points to 9.7% for the second quarter of 2024, as compared to 10.2% for the second quarter of 2023. As I mentioned earlier, we generated approximately $64 million in adjusted EBITDA, or 14.4% of net sales in the second quarter of 2024, compared to $68.5 million, or 14.6% in the second quarter of 2023. Approximately $2 million of the decrease in adjusted EBITDA for the quarter was the result of the divestiture of the Green Giant U.S. Shelf Stable product line, which we sold last fall. An additional $2 million or so of the adjusted EBITDA decline resulted from the negative impact of foreign currency on our cost of goods sold for our green giant frozen business that were manufactured in Mexico. The remainder of the decline was largely driven by the decline in our net sales, a modest increase in our raw material costs, and some negative mix. Net interest expense was $37.8 million in the second quarter of 2024 compared to $35.8 million in the second quarter of 2023. The increase was primarily due to higher interest rates on our long-term debt during the second quarter of 2024 compared to the second quarter of 2023, partially offset by a reduction in average long-term debt outstanding. during the second quarter of 2024 compared to the second quarter of 2023. The second quarter of 2024 net interest expense also includes half a million dollars of non-cash expense due to the accelerated amortization of financing fees that resulted from the early retirement of approximately $22 million principal amount of long-term debt during the quarter, whereas the year-ago period includes an $800,000 gain on extinguishment of debt. Depreciation and amortization was $17.3 million in the second quarter of 2024, which is in line with the $17.3 million in the second quarter of last year. We had net income of $3.9 million, or 5 cents per diluted share, and adjusted net income of $6.6 million, or 8 cents per diluted share, in the second quarter of 2024 compared to $10.6 million or 15 cents per diluted share and adjusted net income of $10.7 million or 15 cents per diluted share in the second quarter of last year. Adjustments to our EBITDA net income are described further in our earnings release. Now I'd like to touch on the results by business unit. Net sales for specialty decreased by $7.2 million, or 4.7%, in the second quarter of 2024 to $146.6 million from $153.8 million in the second quarter of 2023. The decrease was primarily due to lower Crisco pricing, driven by decreased commodity costs, coupled with modest declines in volumes across the rest of the business unit and the aggregate, which were offset in part by higher CRISCO volumes. Specialty segment adjusted EBITDA decreased by $1 million, or 3.1%, in the second quarter of 2024 compared to the second quarter of 2023. Net sales for meals decreased by $6.3 million, or 5.5%, in the second quarter of 2024 to $107.9 million from $114.1 million for the second quarter of 2023. The decrease was primarily due to lower volumes across the business unit, partially offset by a modest increase in net pricing. Meal segment adjusted EBITDA increased by $900,000, or 3.9%, compared to the second quarter of 2023. Excluding the impact from the divestiture of the Green Giant U.S. shelf-stable product line, which we sold last fall, net sales for frozen and vegetables decreased by $2.4 million, or 2.6%, compared to the second quarter of 2023. Frozen and vegetables segment adjusted EBITDA decreased by $7 million, compared to the second quarter of 2023. Approximately $2 million of the decline was due to the divestiture of the Green Giant U.S. Shell Stable product line, approximately $2 million from the negative impact of foreign currency, and the remainder from the decrease in net sales, increases in material costs, and some unfavorable product mix. Net sales for spices and flavor solutions increased by $4.6 million, or 4.9%, in the second quarter of 2024, to $98.5 million from $93.9 million in the second quarter of 2023. The increase was primarily due to higher volumes across the business unit. Spices and flavor solutions segment adjusted EBITDA increased by $1.5 million or 5.9% in the second quarter of 2024 compared to the second quarter of 2023. Now moving on to our balance sheet. As you likely saw, we were busy in the capital markets this summer. In late June, we launched a three-part financing effort, which included a $475 million revolver, a $450 million term loan, and a $250 million add-on to our existing senior secured notes due 2028. The transactions priced in late June but did not close until early July and thus are not reflected on the face of our second quarter financial statements. Instead, they will be reflected in our third quarter financial statements. Further details regarding the refinancing transactions have previously been disclosed by press release and 8K filings and are described in the footnotes to the financial statements that we filed earlier today as part of our 10Q. After giving effect to the recently completed refinancing and our planned repurchase or redemption by the end of fiscal 2024, of our remaining $265 million of five and a quarter notes due 2025, which we expect to fund with cash from operations in revolver draw, we will have successfully pushed into the future the maturity dates for the majority of our long-term debt, with our nearest maturity being our five and a quarter senior notes due September, 2027. And finally, as we noted in our earnings press release, we are revising our fiscal 2024 guidance to $1.945 billion to $1.97 billion for net sales, $300 to $315 million for adjusted EBITDA, and $0.70 to $0.90 for adjusted diluted earnings per share. We believe that the revised guidance better reflects the continued industry-wide challenges in consumer activity which has dampened volumes in both retail consumption and food service channels. We do expect continued volume improvement throughout the year in our sales to retail customers and less of a drag on net pricing as we lap our increased trade promotional spending in Q3 of this year. Our net sales guidance is based on our first half 2024 net sales of approximately $920 million and projected base business net sales growth for the second half of 2024, which excludes approximately $36 million of 2023 net sales from the green giant U.S. shelf-stable business in a range of approximately negative 2% to plus .5%. Additionally, we expect full year 2024 Net interest expense of $150 to $155 million, including cash interest expense of $143 to $148 million. Depreciation expense of $47.5 to $52.5 million. Amortization expense of $20 to $22 million. An effective tax rate of 26 to 27%, and capex of $30 to $35 million. Over the long term, we continue to expect to use approximately 50% of our excess cash to pay dividends and the remaining 50% to pay down debt. Now I will turn the call back over to Casey for further remarks.

Thank you, Bruce. In closing, B&G Foods is laser-focused on the few critical priorities. One, improving the base business net sales trends of the core business to the long-term objective of plus 1% to 2%. Two, reshaping the portfolio for future growth, stability, higher margins, and cash flows, as well as structuring key platforms for future acquisition growth. And three, reducing leverage below 5.5 times through divestitures and excess cash flow to facilitate strategic acquisitions. Our second quarter results demonstrated improving trends from the first quarter. with base business net sales, excluding Crisco, moderating at minus 1.5%, and food service sales showing more consistent declines with restaurant industry trends. We expect a gradual improvement to continue in the back half. Further, we are prioritizing efforts to reshape and clarify the portfolio and are actively reviewing and working on possible divestitures, including our ongoing strategic review of our frozen and vegetables business. This concludes our remarks, and now we would like to begin the Q&A portion of our call. Operator?

Thank you. And at this time, if you would like to ask a question, please signal by pressing star 1 on your telephone keypad. You may remove yourself from the queue at any time by pressing star 2. Once again, that is star 1 to ask a question. And our first question will come from Andrew Lazar with Barclays. Please go ahead.

Good afternoon, Casey and Bruce. Captain Andrew. How are you doing? Spices and seasonings have been, as a category, one of the sort of better or highlights, if you will, or better growing categories in sort of the center of the store. You're seeing some of the benefits of that as well. The theory is, as more consumers look to do a little more scratch cooking and purchase items around the perimeter of the store, or maybe as they look to sort of stretch the food budget, they need to flavor what they cook. And in your results, I guess you're seeing some of that, you know, a similar trend, right? Spice and seasonings have been strong. Some of the meals and center store parts of the portfolio for you, like others, have been a bit weaker. Is that what you're seeing sort of drive that dynamic, or are there other things at play there?

And then how would you... I mean, we see some of the... Yeah, that is what we're seeing in our business right now. And I think it's tied to what you mentioned. We see growth in the perimeter store or in the fresh produce or the fresh proteins. And we know that spices and seasonings is one of the ways that people flavor prepare that. And so we've seen that kind of flavor solutions kind of part of the market continue to be strong based on its kind of correlation to the perimeter sales. And we've seen more weakness in the center store, kind of prepared food market, which you referenced in our meal. So, you know, I think, you know, people have, and then in terms of baking, we've seen scratch baking stay relatively stable over time. So people learn to bake in the pandemic and they've kind of continued that habit. It's not growing, but it's kind of staying stable. And so our You know, shortening baking powder business and everything has been pretty consistent. You know, the fluctuations in that business are all around the commodity pricing on Crisco behind soybean oil. So, yeah, I think that is what we're seeing right now in our business. But from our standpoint, if people begin to make more fresh food at home, we make enough in terms of the things that flavor it or enable people to bake from scratch that, you

And you operate in a lot of different categories, obviously, in the store. And some are going to be more promotional than others by nature, others less so. I guess, could you characterize what you're sort of seeing broadly in the promotional environment? It sounds like you're expecting less of a drag from price, primarily due to lapping some of the Crisco pricing actions. But maybe outside of that, what are you seeing from sort of a promotional perspective that gives you, I guess, some confidence that pricing can be less of a drag as you go into the back half of the year?

So, I mean, I think beyond just the Crisco pricing differential year over year, which, you know, we expect to not be as significant in the back half as it was in the first half, we started to return to sort of not quite, but almost pre-pandemic promotional levels last year at the end of Q3. So we begin to lap that in Q3 and Q, at the end of Q3 and Q4 of this year. And we don't see the need to increase from where we moved to last year in terms of a rate spend or promotional depth. So what we're saying is we don't expect to have a promotional dip in the third and fourth quarters that would show us spending at a higher promotion rate than we did last year.

Last thing real quick, and there's probably not much more you can say on it, but in terms of the strategic review around Frozen, I guess how is that progressing, or have you seen progress? more or less similar amount of interest perhaps than you might've expected. Anything that you can say around it, understanding that there's sensitivity there. Thanks so much.

Yeah. And Andrew, I think the sensitivity is we, we try not to comment on MNA. I think as we discussed on our last call, because of the size of green giant and the, you know, the kind of the name recognition that it made sense for us to at least disclose that we were evaluating the process, but our goal is to not get into a, you know, quarterly, um, update on where we are in the process. It's just too fluid.

It's early in the process, and there's a lot of things going on in the world. Yeah, thank you. Got it.

Thanks.

Our next question will come from William Reuter with Bank of America. Please go ahead.

Good afternoon. My first question, inventory has continued to decline on a year-over-year basis. Is there opportunity to reduce your inventory levels further over the next handful of quarters or into next year?

So certainly on a year-over-year basis, you see it in the balance sheet. We significantly reduced our inventory from where it was the beginning of last year, and so we're going to have favorability for a good portion of this year. As we get into the back half of the year, our expectation is to still drive favorability, but a lot of the easy lifting is probably done, but very much we expect to continue to reduce inventory from that kind of post-pandemic level.

Okay.

You should see continuous improvement in our inventory levels. We'll show that. But more at a continuous improvement level versus the big year-over-year decline driven by exiting the canned vegetable business.

Got it. And then similarly, there was destocking by your food service customers earlier this year. Has that process now been completed and you feel like your sales trends will align with their kind of sell-through and what we're kind of seeing more broadly from food service?

We think that's the case. And that's certainly what our Q2 trend shows.

Okay. Just lastly, in terms of non-track channels, a lot of times the trends there, I guess over the last six or nine months, have been better, I think, than track channels. What percentage of your sales are through non-track channels, and how have those done versus track channels? And I'm referring more towards kind of Nielsen sales.

Yeah, so Nielsen only is capturing about 70% of our total sales. We have obviously food service and industrial sales, which aren't captured by Nielsen. There's probably about 5% that is untracked retail channels that Nielsen doesn't cover. And then we have a Canadian business, about 10% of our business is not covered by the Nielsen data in the US. Yeah, so 70% is kind of correlates to Nielsen, 30% is outside. And so, you know, we've, you know, Canada had a reasonably strong quarter. You know, our food service industrial business was slightly down as we've talked about, but not down that much, you know, much more moderate kind of declines consistent with the industry. And, you know, we've continued to perform in one or two customers that aren't tracked by Nielsen reasonably well.

Got it. That's all for me. Thank you. Thank you.

Our next question will come from Rob Dickerson with Jefferies. Please go ahead.

Great. Thanks so much.

I guess a couple questions. The first question, so it's kind of related to the cadence for the rest of the year. You know, as we think through kind of the updated guide, you know, Q3 relative to Q4, Should we be thinking these are kind of fairly similar year over year or just more of the sequential improvement relative to what we're seeing in Q2?

Maybe a slight bias towards a sequential improvement, but we always looked at first half of this year and second half of this year as two pieces. First half would be challenged from top line trends. Second half, would show improvement. I think we still expect that to be the case. You know, our back half guide is to a base business down to the plus 0.5 versus earlier in the year we were thinking plus 1, minus 1. And then just as a reminder, you know, we did sell, you know, green giant U.S. can business last year. And so there's about a $36 million drag from a non-base business concept.

Yeah. Okay. Okay. Cool. Um, and then I guess just on the margin, um, piece, you know, gross margin was a little lighter, uh, than expected in the quarter. I mean, clearly, you know, you had a great Q2 last year. Um, and then at the same time, right, sales come down a little bit, uh, for the year, you lowered the high end of your EBITDA range a little bit, uh, but the low end stays the same. So, again, just, you know, kind of a cadence level, like, you know, we saw it come down a little bit in Q1, but it was up a little bit year over year in Q1. Should we still be thinking maybe gross margin could be up a little bit in the back half? And then it also sounds like SG&A, instead of maybe being up a little bit for the year given wages, maybe flattened down a little bit. And then with that, just one quick add. You know, it does sound like, you know, spice and seasoning is growing more quickly, right? It's the highest margin business. Like, are there other offsets that are just kind of came through Q2 that caused that margin to be down more than you expected? A lot in there.

Yeah, so a couple things. I'll try to get them all. We give guidance on an EBITDA and, you know, implied EBITDA margin basis. Our guidance expects, you know, suggests somewhere between flat and somewhere up from last year's EBITDA margins in the back half of the year. Nothing Herculean, just sort of like a little bit of increase. If you think about gross margin and SG&A so far this year and EBITDA margins on a year to date, we're basically flat through the first six months of the year or the quarter on an EBITDA margin. I think we're within 20 basis points. And we had these flatness flip gross margin SG&A. Gross margin was down a little bit in the second quarter, but as you remember, it was up a little bit in the first quarter. And I think it's flat on a year-to-date basis versus the prior year period. And SG&A went in the opposite direction. So some of this, I think, is timing. The other thing to keep in mind, there is a little bit of noise from the green giant business that we sold. And then the other piece of that is we manufacture a the majority not all of but the majority of our u.s frozen business for green giant out of our facility in mexico and we've got a drag just the way it works out currency translation that was about two two and a half million dollars of an impact in the second quarter is probably something similar in the first quarter and that obviously impacts the gross margin a little bit okay

We don't, and so far the pesos, you know, kind of come back up. So we think that that impact will be less in the back half of the year.

Okay, perfect. All right, great. I'll pass it on. Thank you.

Thanks, Rob.

Next question comes from Carew Martinson with Jefferies. Please go ahead.

Good afternoon. I just wanted to get a sense on the competitive environment. I certainly have read about the more promotions. It doesn't sound like we're going to be excessively promotional in the second half. But I was also curious to your comments on the prepared meals, saying Ortega was being challenged by Taco Bell and if there are others. What's feeding that?

I think in this particular case of Ortega, we've seen Taco Bell come in with a lot of new items and drive new distribution. And I feel like we're pretty competitive now. We've got some new kind of sauces and taco items coming in in the back half of the year. But it's just another competitor or entrant coming back in. They've tried before. and kind of retreated, but this time they're pushing again and pushing new items. So you've seen both us and Old El Paso get impacted a little bit by the entry of a new competitor in that taco shell, taco sauce, taco kit area, taco seasonings. But, you know, I think we're going to hold up just fine, and I think you're going to see improved trends on the Ortega business in the back half. Okay. In terms of promotions, you know, What I was trying to say before is that we brought promotion spending and promotional levels up last year at the back half of 23 at the end of Q3 and Q4 because we have a lot of baking promotional seasonality or baking and fall promotional seasonality. So we're going to lap that. So we're already kind of back to where we were in terms of promotion intensity and at pre-pandemic levels in the end of 2023, and we'll laugh at this year, but I don't see us going beyond where we, you know, promotion intensity pre-pandemic. I think we'll stay right there, and we believe we're competitive with that kind of spend rate.

Okay. And then when we look at spices and seasoning, is kind of that licensed line extension the model for growth there, or are there products that you're developing on your own?

I think a combination of both. We like the licensed model where we think we have the right properties, like the four sixes, I think is a great way for us to get into the seasoning blend business that's designed to kind of enhance proteins and kind of a Western barbecue kind of style. So we like licensed brands where they bring relevant equities and properties to our portfolio and put us in spaces that we're not really competing in that well. So you'll continue to see some of that, but we will also look at ways to kind of either extend our current brands, drive our current brands, or even maybe launch new items that aren't necessarily licensed properties. So, you know, we like the spice and seasoning category. We think it's good long-term growth. We think it's good margins. We've built up our capabilities there in development and culinary, and it's a place that we want to focus on long-term, both organic and possibly inorganic.

Thank you very much, guys. Appreciate it. Thanks, Chris.

Our next question comes from Michael Lavery with Piper Sandler. Please go ahead.

Thank you. Good afternoon.

Michael, you're a little bit better aligned with food service traffic now, but can you give us a sense of maybe how you're exposed there and just, you know, if you've got pockets that are particularly better or worse than some of the general trends and just how to think about translating some of the read-through from bigger companies into how it affects you guys specifically.

I mean, it's obviously, Michael, it's dependent on, you know, the portfolio. Our portfolio is about half spices and seasonings. So, you know, mostly sold through distributors. So that we've seen track pretty closely in the second quarter to restaurant traffic trends. We have a food service syrup business with a major customer that's not healthy. So we've seen a little bit of decline there, but not that significant. So I think overall our portfolio is kind of tracking with restaurant traffic patterns. Call it You know, we read in Technomics and other places, you know, kind of somewhere in the 2% to 4% range, depending on the customer profile. And that's kind of what we think our business will continue to reflect, you know, for the remainder of the year until we see a turnaround in kind of restaurant trends. Because we're just going to reflect what traffic and, you know, traffic is doing in those channels. You know, we're just supplying those channels with, you know, back-end ingredients and components.

Yeah, no, that's helpful. And then just on the, I know that's probably complicated to give any update at all, and Andrew touched on some of the frozen divestiture, but for some of the smaller brands that you touched on as well, would you kind of need to bundle those to avoid some of the dis-synergies? Could you sell one-offs here and there? Is that too much complexity or distraction? Just how do you think about you know, how that process is going and does it have to take a certain shape?

Yeah, it's potentially a little bit of all of the above. So far, what we've sold has been one-offs, but, you know, there could be other things and other ways that it could happen. And, you know, it's very situation dependent.

I mean, if you look at the businesses we've already divested, you know, the green giant canned vegetable business kind of had its own supply chain. you know, for that business. And then the Back to Nature business was a, you know, contract-packed business that was kind of isolated itself. So we'll have a combination, as Bruce says, but, you know, a lot of our products we can carve out pretty easily without having a lot of structural issues or absorption or overhead problems.

Okay, thanks so much.

Our next question comes from Carla Casea with J.P. Morgan. please go ahead.

Hi, thank you. Um, on that asset sale of, um, green giant shelf, um, is there any stranded costs left from that that would work its way out over the next, I guess, year or two, or is that, is that all behind you?

Yeah, not really. I mean, the business itself from, from just the business and the product line, it's pretty straightforward. It was, you know, us business, um, Canned vegetables, 100% co-packed, right? So you pretty much airlift that and take it away. Freight is what it is. There's less freight. You know, maybe there's a little bit structurally around like warehouse costs, but not really. I think that pretty much just gets airlifted out and it's nice and clean.

Okay.

And then did you say you co-form a... We've taken out any resources that were working directly on that business too.

Okay, great. Did you perform availability on your revolving credit facility post the financings that closed after the quarter end?

Sorry, in what sense?

So. I guess so you paid down some of the revolver after quarter end, but you also downsized it. I'm just wondering how much of it is available. Um, today it was at the end of the quarter, you announced 600 million, about 605 available.

Yeah. So I would suggest just go into the debt offering docs. And I think we footnoted appropriately what was, um, what was drawn and available based on closing dates.

Perfect. Okay. And then on the ramen, um, I missed the timing you said of that offering, and I'm just wondering if you – I mean, what's the shelf kind of placement you've got on it? Any kind of either numbers or percentage gains you can point to?

It's going in this fall, so we'll start shipping shortly. We've had good acceptance and – reception from, you know, customers, but I don't think you'll see it on shelf until the fall based on, you know, when customers set their frozen cases.

Okay.

You know, it's a ramen vegetable kind of, you know, a dish, but it will start shipping within the next couple months.

Okay, great. Look forward to trying it. Thanks a lot.

Thank you.

Our next question comes from David Palmer with Evercore ISI. Please go ahead.

Thanks. I wanted to talk about what your vision would be for the business long term in terms of what sorts of businesses fit within B&G. And I know there's going to be reticence to talk about categories or brands, but I'm really talking about the types of things that would work inside B&G. You know, there was a wave of acquisitions long ago where the company was trying to growth up with snacks and frozen. And then now those businesses are gone or soon to be gone. So they were kind of rejected from the shell that is B&G. So I'm wondering, what do you think does work from what you've seen and where you might want to get bigger?

Yeah, I think it's pretty...

We've talked about this before, but I think it's relatively clear looking at our business where we've been successful over time and where we have good margin structure and cash flows. And so I like, first and foremost, the spices and seasonings and business. If you look at our margin, it's high margin. We actually improved our segment EBITDA margin year over year in the quarter two. We had good growth on that business. I think that's a business that we want to focus on organically, but more importantly, we would want to look over time to add additional acquisitions. We have a great asset in our Iowa facility. We've got good capabilities. We've kind of built up our culinary and R&D capability there. So that's one business that I see as a strong future for B&G. Also, the specialty business, which is, as I think I said in my comments, is 70% baking staples with, you know, kind of number one brands that, you know, and pretty stable trends in those categories. We've done a good job of managing, you know, Clabber Girl, Crisco, even with some of the, you know, kind of volatility in the commodity pricing. We've done a great job of managing the profitability and the cash flow in those businesses and I think we would be interested in picking up additional baking staples or, you know, some shelf-stable baking products where we could easily fit into that portfolio, get synergies, and maintain, you know, good margins, stable cash flow. And then I think, lastly, meals. We talked about that. I do think longer-term meals is a good place for us to be. We kind of are centered in two places, Mexican meals. I believe Mexican meals will grow in terms of at-home consumptions. We're seeing those trends going, people making different types of Mexican meals. I think our portfolio, Las Palmas Ortega, is well-founded there, but I think there's lots of opportunities to look at other Mexican at-home sauces and other meal preparation items that we would consider buying over time. I think those... Those three business units remaining after the frozen business, which we said we have a question around or under review whether that really fits with us long-term, I think those are three places that we should be able to drive organic growth, but more importantly, be good platforms for acquisitions. If we decided to buy something outside of those three, We have certainly looked at it, but I would want to make sure that it fits our capabilities, it fits our ability to distribute it. You know, less like we said, frozen is not a place that we want to scale up to drive costs down. Refrigerated, you know, would probably be a place that would be hard for us to get into. So I would want to stay in, you know, the categories that we know how to manage that may be adjacent to some of the categories where we have selling synergies, distribution synergies, other places. But we might, you know, create you know, another business unit to manage that if we acquire things over time. So that's kind of a more longer term view of where we're going. But that's the vision of, you know, what I see us shaping up with the divestor activity.

Yeah. And would you say those three, by the way, that's a very helpful answer. I really appreciate that. Would you, those three I know that's probably not an unabridged answer. That's probably not everything that you would think is core. But just those three mega platforms that you mentioned, how much of your business do you think is encapsulated with those currently?

Over half? Seventy-five percent. Seventy-five. From a sales basis, higher on an EBITDA basis and higher on a cash flow basis.

And thanks. You said, I think it was in the release, that food service was a little bit better than it was in the first quarter. For a lot of companies, food service is actually getting worse. So I'm just wondering, maybe what are you seeing with your particular food service accounts, and what are you seeing out there for food service looking into the second half?

I mean, the one thing to remember, which we highlighted last quarter, was we had some challenges, but some of that was timing, right, and some of that was unique to one or two customers.

You know, I think we see that our business, which should largely track what we expect, you know, restaurant and food service traffic trends to be overall, and what we see is kind of, you know, I've seen different numbers, but, you know, call it minus 2 to minus 4%, and people are sort of projecting that for the rest of the year. I mean, who knows in a recessionary environment if that would get worse. But that's kind of what we expect. And right now our trends are kind of mirroring that in terms of restaurant traffic. We call it minus 3% in Q2. That's what I think we're going to see for the near future until something changes. But that's kind of what we stand and what we read in the industry data. Yeah.

Yeah. No, I think a lot of people were thinking that the second app would be better because of comparisons, and I think those expectations might be fading a bit. So, you know, I don't think there's many people thinking it will necessarily get worse, but I'll leave it there. Thank you.

Yep.

And our final question will come from Robert Moscow with TD Cowan. Please go ahead.

Hey, Rob.

Hi.

Hi. I have a glass half empty and a glass half full question, so I think I'm going to just do the glass half full question.

What's in the glass, Rob?

It's pretty late, so I don't want to, and I'm covering bourbon socks, so maybe we can talk about it. But honestly, if you look at Nielsen tracking data and just look at overall grocery sales, like forgetting about all the, you know, who's selling it, It is starting to show some signs of acceleration. I think it's up about 3% in the last four weeks. And, you know, it's a clear sign, I would argue, of consumers going back to the grocery store, trying to save money. And you can see, you know, food service being down a lot. So are you – I haven't heard much about that in your outlook for the back half of the year. I know you have easy comps. But could you be so bold as to say, hey, there could be a better environment, a better backdrop overall in grocery retail in the back half because of that, as well as the easier comparisons?

Yeah, so I think our guidance is somewhat based on that, which is more favorable back half of this year than the first half. We obviously took it down a little bit to suggest some caution. We do have at the high end a little bit of growth, right? So don't disagree with what you're saying. I think if you went back to earlier this year when most of us were talking and giving guidance, I think there was an expectation that that recovery was going to happen sooner. I think we're seeing signs of it. Would have just loved it to be a little bit sooner, but that's what we're seeing. That's the glass half full.

Okay. All right. You and me both. All right. Thanks a lot.

Yep. Yep. Thank you.

And this will conclude the question and answer session for today. Ladies and gentlemen, the conference has now ended. Thank you for all joining, and you may now disconnect.

you Thank you. Thank you. Thank you.

Good day and welcome to the B&G Foods, Inc. second quarter 2024 financial results conference call. Today's call, which is being recorded, is scheduled to last about one hour, including remarks by B&G Foods management and the question and answer session. I would now like to turn the call over to A.J. Schwab, Senior Associate, Corporate Strategy and Business Development for B&G Foods. A.J.?

Good afternoon and thank you for joining us. With me today are Casey Keller, our Chief Executive Officer, and Bruce Wacca, our Chief Financial Officer. You can access detailed financial information on the quarter in the earnings release we issue 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, under-reliance should not be placed upon them. We refer you to B&G Foods' most recent annual report on Form 10-K and subsequent SEC filings for a more detailed discussion of the risks that could impact our company's future operating results and financial condition. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information future events, or otherwise. We will also be making references on today's call to the non-GAAP financial measures, adjusted EBITDA, segment adjusted EBITDA, adjusted net income, adjusted diluted earnings per share, adjusted gross profit, adjusted gross profit percentage, and base business net sales. Reconciliations of these financial measures to the most directly comparable GAAP financial measures are provided in today's earnings release. Casey will begin the call with opening remarks and discuss various factors that affected our results, selected business highlights, and his thoughts concerning the outlook for the remainder of fiscal 2024. Bruce will then discuss our financial results for the second quarter of 2024 and our guidance for fiscal 2024. I would now like to turn the call over to Casey.

Good afternoon. Thank you, AJ, and thank you all for joining us today for our second quarter 2024 earnings call. Q2 results. Second quarter net sales of $444.6 million and adjusted EBITDA of $64 million were in line with expectations. Excluding Crisco, whose net sales were impacted by lower net pricing to reflect a decrease in soybean oil costs, base business net sales decreased by approximately 1.5% compared to the year-ago period. Base business trends improved relative to the first quarter, but we continue to experience softer trends in the center of the store, consistent with the rest of the industry. Food service sales also declined 3%, but much less than in Q1 and more consistent with overall restaurant traffic patterns. Net sales for the highest margin spices and flavor solutions business unit increased by 4.9% versus last year. Q2 adjusted EBITDA of $64 million decreased by $4.5 million compared to the second quarter of 2023. The Green Giant U.S. Shelf Stable product line represented approximately $2 million of the year-over-year decline, with foreign exchange from Mexico operations on the Green Giant frozen business representing another $2 million decline. Adjusted EBITDA as a percentage of net sales for the second quarter was 14.4%, down slightly from the prior year period. In quarter two, we continued to see moderating inflation and some favorability in transportation and warehousing. Corporate central expenses were also down in quarter two versus last year, reflecting a moderation in insurance and other fixed costs. Segment reporting. As in the first quarter, B&G Foods is reporting results by operating segments, providing greater visibility into the underlying performance of the company's four operating business units. Spices and flavor solutions. Second quarter net sales increased 4.9%, with segment-adjusted EBITDA up 5.9% versus the second quarter of fiscal year 23%. This segment remains B&G Foods' highest segment adjusted EBITDA as a percentage of net sales. B&G Foods is a leader in spices and seasonings, and we continue to see healthy trends in the overall category. Food service sales declined moderated this quarter to reflect overall restaurant trends. We also launched the new line of licensed seasoning and grilling blends under the Four Sixes brand, featured in the Yellowstone TV franchise. Overall, customer service levels have been restored from some isolated issues in fiscal year 23. Meals. The key components of this business unit are Mexican meals, Ortega Las Palmas, and hot breakfast, cream of wheat, McCann's, Maple Grove Farm syrups. The meal segment increased quarter two segment adjusted EBITDA by 3.9%, although net sales were down approximately 5.5%. We have made good progress on controlling costs and driving productivity in this segment. Skinny girl salad dressings continued high growth behind new items, increased capacity, and expanded distribution. Ortega net sales were impacted by competitive activity from Taco Bell in the taco category, although we have a strong pipeline of channel and product innovation in the back half of this year. Food service sales in syrup were also down behind weak trends in a major syrup customer. Customer service levels have remained strong at over 99%. Specialty. The specialty segment's key objective is to maintain strong, stable cash flow and profit dollars with a primary focus on baking staples, about 70% of business unit sales, with leading number one brands such as Crisco Oil and Shortening, Clobber Girl Baking Powder, Grandma's Molasses, et cetera. Based on our Crisco commodity pricing model, quarter two net sales for specialty were down mostly behind lower soybean oil pricing versus last year, reflected through to customers. We believe that soybean oil prices have largely stabilized in the near term and expect that the level of year-over-year decline will decrease in the back half. Specialty segment adjusted EBITDA was down modestly, 3%, reflecting slight delays in getting some customers to reflect lower oil pricing on all Crisco SKUs, which has now been rectified. The specialty segment continues to deliver strong customer service at 98.5%. Frozen and Vegetables. The frozen vegetables business unit includes the U.S. green giant frozen business, the Canadian green giant frozen and canned businesses, a major portion of our company's consolidated Canada sales, and Le Seur canned vegetable product line. Net sales, excluding the impact of the U.S. green giant canned divestiture, were down 2.3%, an improvement from the first quarter trend, but still sluggish behind negative overall category trends. The premium price Le Sur Petit Peas canned business is showing strong growth in Q2 and year-to-date versus last year. Frozen and vegetable segment-adjusted EBITDA was down significantly, but reflected the loss of the U.S. green giant shelf-stable business, $2 million, and the impact of foreign exchange, another $2 million, from the transfer of finished goods to the U.S. in Mexican pesos. This segment remains our lowest segment-adjusted EBITDA margin business. This fall, we plan to launch a strong innovation pipeline of veggie ramen and premium sides. Customer service levels have remained strong in this segment. Portfolio shaping. B&G Foods is continuing the reshaping and restructuring of our portfolios to sharpen focus, improve margins and cash flow, and maximize future value creation. The divestiture of the Green Giant U.S. canned vegetable business was completed last fall following the sale of the Back to Nature brand in January 2023. As discussed last quarter, we are conducting a strategic review of the frozen and remaining canned vegetable businesses for a possible divestiture and sale of some or all of the assets in the frozen and vegetables business unit. Green Giant remains a strong brand with broad awareness and distribution, and the frozen vegetables category is on trend with health and dietary trends. It just may not be the right fit with B&G Foods' focus and capabilities, particularly since there are no plans to add more assets in the frozen portfolio, given the opportunities in our core shelf-stable businesses and overall capital constraints. As previously disclosed, we have been evaluating working on other smaller divesters that represent around 10% of total company net sales. That process, with some lesser brands, is moving forward. Thank you, and I will now turn the call over to Bruce for more detail on the quarterly performance and outlook for the remainder of the year.

Thank you, Casey. Good afternoon, everyone. As a reminder, and before I get into our results, we sold our Green Giant U.S. shelf-stable product line last fall, and so we are lapping second quarter of 2023 results, which included Green Giant U.S. shelf-stable net sales of $13.7 million and and approximately $2 million of contribution. In the second quarter of 2024, we generated $444.6 million in net sales, approximately $64 million in adjusted EBITDA. Adjusted EBITDA is a percentage of net sales of 14.4% and 8 cents in adjusted diluted earnings per share. Base business net sales, which excludes the Green Giant U.S. Shell Stable product line, decreased by $11.3 million, or 2.5%, in the second quarter of 2024 compared to the second quarter of 2023. $1.8 million, or 0.4 percentage points, of the base business net sales decline was driven by lower net pricing. $9.3 million, or just under 2 percentage points of the decline, was driven by decreased volumes. And a little bit less than $200,000, of the decline was driven by unfavorable effects. Net sales of our Crisco brand decreased by $4.6 million for the second quarter of 2024 as compared to the second quarter of 2023, primarily as a result of our commodity pricing model for the brand, which drove a decline in net pricing of approximately $6.5 million to reflect lower soybean oil commodity costs, partially offset by an increase in volume of approximately $2 million. Excluding the Crisco brand, base business net sales decreased by $6.7 million or 1.5% in the second quarter of 2024 compared to the second quarter of 2023. Gross profit was $92 million for the second quarter of 2024 or approximately 20.7% of net sales. Adjusted gross profit, which excludes the negative impact of $1.2 million of acquisition divestiture-related expenses and non-recurring expenses included in cost of goods sold during the second quarter of 2024, was $93.2 million, or 21% of net sales. Gross profit was $102.3 million for the second quarter of 2023, or 21.8% of net sales. Adjusted gross profit, which excludes the negative impact of $0.4 million of acquisition divestiture-related expenses and non-recurring expenses included in cost of goods sold during the second quarter of 2023, was $102.7 million, or 21.9% of net sales. While we are continuing to see input cost inflation with regards to material costs across our basket of inputs, and in our factories, the cost increases have mostly been modest thus far this year. Helping to mitigate those cost increases are continued favorability in some of the areas that saw the most extreme input cost inflation in 2022 and 2023, such as soybean oil, cans, and logistics, as well as through our continuous improvement efforts and cost savings initiatives in our factories. Selling general and administrative expenses decreased by $4.8 million, or 9.9%, to $43.1 million for the second quarter of 2024, from $47.9 million for the second quarter of 2023. The decrease was composed of decreases in consumer marketing expense of $3.4 million, selling expenses of $1.9 million, and warehousing expenses of $0.1 million, partially offset by an increase in general and administrative costs of $0.6 million. Expressed as a percentage of net sales, selling general and administrative expenses improved by 0.5 percentage points to 9.7% for the second quarter of 2024, as compared to 10.2% for the second quarter of 2023. As I mentioned earlier, we generated approximately $64 million in adjusted EBITDA, or 14.4% of net sales, in the second quarter of 2024, compared to $68.5 million, or 14.6%, in the second quarter of 2023. Approximately $2 million of the decrease in adjusted EBITDA for the quarter was the result of the divestiture of the Green Giant U.S. Shelf Stable product line, which we sold last fall. An additional $2 million or so of the adjusted EBITDA decline resulted from the negative impact of foreign currency on our cost of goods sold for our green giant frozen business that were manufactured in Mexico. The remainder of the decline was largely driven by the decline in our net sales, a modest increase in our raw material costs, and some negative mix. Net interest expense was $37.8 million in the second quarter of 2024 compared to $35.8 million in the second quarter of 2023. The increase was primarily due to higher interest rates on our long-term debt during the second quarter of 2024 compared to the second quarter of 2023, partially offset by a reduction in average long-term debt outstanding. during the second quarter of 2024 compared to the second quarter of 2023. The second quarter of 2024 net interest expense also includes half a million dollars of non-cash expense due to the accelerated amortization of financing fees that resulted from the early retirement of approximately $22 million principal amount of long-term debt during the quarter, whereas the year-ago period includes and $800,000 gain on extinguishment of debt. Depreciation and amortization was $17.3 million in the second quarter of 2024, which is in line with the $17.3 million in the second quarter of last year. We had net income of $3.9 million, or 5 cents per diluted share, and adjusted net income of $6.6 million, or 8 cents per diluted share, in the second quarter of 2024 compared to $10.6 million or 15 cents per diluted share and adjusted net income of $10.7 million or 15 cents per diluted share in the second quarter of last year. Adjustments to our EBITDA net income are described further in our earnings release. Now I'd like to touch on the results by business unit. Net sales for specialty decreased by $7.2 million, or 4.7%, in the second quarter of 2024 to $146.6 million from $153.8 million in the second quarter of 2023. The decrease was primarily due to lower Crisco pricing, driven by decreased commodity costs, coupled with modest declines in volumes across the rest of the business unit and the aggregate, which were offset in part by higher CRISCO volumes. Specialty segment adjusted EBITDA decreased by $1 million, or 3.1%, in the second quarter of 2024 compared to the second quarter of 2023. Net sales for meals decreased by $6.3 million, or 5.5%, in the second quarter of 2024 to $107.9 million from $114.1 million for the second quarter of 2023. The decrease was primarily due to lower volumes across the business unit, partially offset by a modest increase in net pricing. Meal segment adjusted EBITDA increased by $900,000, or 3.9%, compared to the second quarter of 2023. Excluding the impact from the divestiture of the Green Giant U.S. shelf-stable product line, which we sold last fall, net sales for frozen and vegetables decreased by $2.4 million, or 2.6%, compared to the second quarter of 2023. Frozen and vegetables segment adjusted EBITDA decreased by $7 million, compared to the second quarter of 2023. Approximately $2 million of the decline was due to the divestiture of the Green Giant U.S. shelf-stable product line, approximately $2 million from the negative impact of foreign currency, and the remainder from the decrease in net sales, increases in material costs, and some unfavorable product mix. Net sales for spices and flavor solutions increased by $4.6 million, or 4.9%, in the second quarter of 2024, to $98.5 million from $93.9 million in the second quarter of 2023. The increase was primarily due to higher volumes across the business unit. Spices and flavor solutions segment adjusted EBITDA increased by $1.5 million or 5.9% in the second quarter of 2024 compared to the second quarter of 2023. Now moving on to our balance sheet. As you likely saw, we were busy in the capital markets this summer. In late June, we launched a three-part financing effort, which included a $475 million revolver, a $450 million term loan, and a $250 million add-on to our existing senior secured notes due 2028. The transactions priced in late June but did not close until early July and thus are not reflected on the face of our second quarter financial statements. Instead, they will be reflected in our third quarter financial statements. Further details regarding the refinancing transactions have previously been disclosed by press release and 8K filings and are described in the footnotes to the financial statements that we filed earlier today as part of our 10Q. After giving effect to the recently completed refinancing and our planned repurchase or redemption by the end of fiscal 2024, of our remaining $265 million of five and a quarter notes due 2025, which we expect to fund with cash from operations in revolver draw, we will have successfully pushed into the future the maturity dates for the majority of our long-term debt, with our nearest maturity being our five and a quarter senior notes due September 2027. And finally, as we noted in our earnings press release, we are revising our fiscal 2024 guidance to $1.945 billion to $1.97 billion for net sales, $300 to $315 million for adjusted EBITDA, and $0.70 to $0.90 for adjusted diluted earnings per share. We believe that the revised guidance better reflects the continued industry-wide challenges in consumer activity which has dampened volumes in both retail consumption and food service channels. We do expect continued volume improvement throughout the year in our sales to retail customers and less of a drag on net pricing as we lap our increased trade promotional spending in Q3 of this year. Our net sales guidance is based on our first half 2024 net sales of approximately $920 million and projected base business net sales growth for the second half of 2024, which excludes approximately $36 million of 2023 net sales from the green giant U.S. shelf-stable business in a range of approximately negative 2% to plus 0.5%. Additionally, we expect full year 2024 net interest expense of $150 to $155 million, including cash interest expense of $143 to $148 million, depreciation expense of $47.5 to $52.5 million, amortization expense of $20 to $22 million, an effective tax rate of 26 to 27 percent, and capex of $30 to $35 million. Over the long term, we continue to expect to use approximately 50% of our excess cash to pay dividends and the remaining 50% to pay down debt. Now I will turn the call back over to Casey for further remarks.

Thank you, Bruce. In closing, B&G Foods is laser-focused on the few critical priorities. One, improving the base business net sales trends of the core business to the long-term objective of plus 1% to 2%. Two, reshaping the portfolio for future growth, stability, higher margins, and cash flows, as well as structuring key platforms for future acquisition growth. And three, reducing leverage below 5.5 times through divestitures and excess cash flow to facilitate strategic acquisitions. Our second quarter results demonstrated improving trends from the first quarter. with base business net sales, excluding Crisco, moderating at minus 1.5%, and food service sales showing more consistent declines with restaurant industry trends. We expect a gradual improvement to continue in the back half. Further, we are prioritizing efforts to reshape and clarify the portfolio and are actively reviewing and working on possible divestitures, including our ongoing strategic review of our frozen and vegetables business. This concludes our remarks, and now we would like to begin the Q&A portion of our call.

Operator?

Thank you. And at this time, if you would like to ask a question, please signal by pressing star 1 on your telephone keypad. You may remove yourself from the queue at any time by pressing star 2. Once again, that is star 1 to ask a question. And our first question will come from Andrew Lazar with Barclays. Please go ahead.

Good afternoon, Casey and Bruce. Captain Andrew. How you doing? Spices and seasonings have been, as a category, one of the sort of better or, you know, highlights, if you will, or better growing categories in the sort of the center of the store. You're seeing some of the benefits of that as well. The theory is, as more consumers look to do a little more scratch cooking and purchase, you know, items around the perimeter of the store, or maybe as they look to sort of stretch the food budget, they need to flavor, you know, what they cook. And in your results, I guess you're seeing some of that, you know, a similar trend, right? Spice and seasonings have been strong. Some of the meals and center store parts of the portfolio for you, like others, have been a bit weaker. Is that what you're seeing sort of drive that dynamic, or are there other things at play there?

And then how would you – I mean, we see some of the – Yeah, that is what we're seeing in our business right now, and I think it's tied to what you mentioned. We see growth in the perimeter store or in the fresh produce or the fresh proteins, and we know that spices and seasonings is one of the ways that people flavor prepare that. And so we've seen that kind of flavor solutions kind of part of the market continue to be strong based on its kind of correlation to the perimeter sales. And we've seen more weakness in the center store, kind of prepared food market, which you referenced in our meal. So, you know, I think, you know, people have, and then in terms of baking, we've seen scratch baking stay relatively stable over time. So people learn to bake in the pandemic and they've kind of continued that habit. It's not growing, but it's kind of staying stable. And so our You know, shortening baking powder business and everything has been pretty consistent. You know, the fluctuations in that business are all around the commodity pricing on Crisco behind soybean oil. So, yeah, I think that is what we're seeing right now in our business. But from our standpoint, if people begin to make more fresh food at home, we make enough in terms of the things that flavor it or enable people to bake from scratch that, you know, we'll ride just fine in that portfolio business.

And you operate in a lot of different categories, obviously, in the store. And some are going to be more promotional than others by nature, others less so. I guess, could you characterize what you're sort of seeing broadly in the promotional environment? It sounds like you're expecting less of a drag from price, primarily due to lapping some of the Crisco pricing actions. But maybe outside of that, what are you seeing from sort of a promotional perspective that gives you, I guess, some confidence that pricing can be less of a drag as you go into the back half of the year?

So, I mean, I think beyond just the Crisco pricing differential year over year, which we expect to not be as significant in the back half as it was in the first half, we started to return to sort of not quite but almost pre-pandemic promotional levels last year at the end of Q3. So we begin to lap that at the end of Q3 and Q4 of this year. And we don't see the need to increase from where we moved to last year in terms of a rate spend or promotional depth. So what we're saying is we don't expect to have a promotional dip in the third and fourth quarters that would show us spending at a higher promotion rate than we did last year.

Last thing real quick, and there's probably not much more you can say on it, but in terms of the strategic review around Frozen, I guess how is that progressing, or have you seen progress? more or less similar amount of interest perhaps than you might have expected. Anything that you can say around it, understanding that there's sensitivity there. Thanks so much.

Yeah. And Andrew, I think the sensitivity is we try not to comment on M&A. I think as we discussed on our last call, because of the size of Green Giant and the, you know, the kind of the name recognition that it made sense for us to at least disclose that we were evaluating the process, but our goal is to not get into a, you know, quarterly, um, update on where we are in the process. It's just too fluid. It's early in the process and there's a lot of things going on in the world.

Our next question will come from William Reuter with Bank of America. Please go ahead.

Good afternoon. My first question, inventory has continued to decline on a year-over-year basis. Is there opportunity to reduce your inventory levels further over the next handful of quarters or into next year?

So certainly on a year-over-year basis, you see it in the balance sheet. We significantly reduced our inventory from where it was the beginning of last year, and so we're going to have favorability for a good portion of this year. As we get into the back half of the year, our expectation is to still drive favorability, but a lot of the easy lifting is probably done. But very much we expect to continue to reduce inventory from that kind of post-pandemic level.

You should see continuous improvement in our inventory levels. We'll show that, but more at a continuous improvement level versus the big year-over-year decline driven by exiting the canned vegetable business.

Got it. And then similarly, there was destocking by your food service customers earlier this year. Has that process now been completed and you feel like your sales trends will align with their kind of sell-through and what we're kind of seeing more broadly from food service?

We think that's the case. And that's certainly what our Q2 trend shows.

Okay. Just lastly, in terms of non-tracked channels, a lot of times the trends there, I guess over the last six or nine months, have been better, I think, than tracked channels. What percentage of your sales are through non-tracked channels, and how have those done versus tracked channels? And I'm referring more towards kind of Nielsen.

Yeah, so Nielsen only is capturing about 70% of our total sales. We have obviously food service and industrial sales, which aren't captured by Nielsen. There's probably about 5% that is untracked retail channels that Nielsen doesn't cover. And then we have a Canadian business, about 10% of our business that's not covered by the Nielsen data in the US. Yeah, so 70% is kind of correlates to Nielsen, 30% is outside. And so, you know, we've, you know, Canada had a reasonably strong quarter. You know, our food service industrial business was slightly down as we've talked about, but not down that much, you know, much more moderate kind of declines consistent with the industry. And, you know, we've continued to perform in one or two customers that aren't tracked by Nielsen reasonably well.

Got it. That's all for me. Thank you. Thank you.

Our next question will come from Rob Dickerson with Jefferies. Please go ahead.

Great. Thanks so much.

I guess a couple questions. The first question is kind of related to the cadence for the rest of the year. You know, as we think through kind of the updated guide, you know, Q3 relative to Q4, Should we be thinking these are kind of fairly similar year over year or just more of the sequential improvement relative to what we're seeing in Q2?

Maybe a slight bias towards a sequential improvement, but we always looked at first half of this year and second half of this year as two pieces. First half would be challenged from top line trends. Second half, would show improvement. I think we still expect that to be the case. You know, our back half guide is to a base business down to the plus 0.5 versus earlier in the year we were thinking plus 1, minus 1. And then just as a reminder, you know, we did sell, you know, green giant U.S. can business last year. And so there's about a $36 million drag from a non-base business concept.

Yeah, okay. Okay, cool. Um, and then I guess just on the margin piece, your gross margin was a little lighter than expected in the quarter. I mean, clearly, you know, you had a great Q2 last year. And then at the same time, right, sales come down a little bit. For the year, you lowered the high end of your EBITDA range a little bit, but the low end stays the same. So, again, just, you know, kind of a cadence level, like, you know, we saw it come down a little bit in Q1, but it was up a little bit year over year in Q1. Should we still be thinking maybe gross margin could be up a little bit in the back half? And then it also sounds like SG&A, instead of maybe being up a little bit for the year given wages, maybe flattened down a little bit. And then with that, just one quick add. You know, it does sound like, you know, spice and seasoning is growing more quickly, right? It's the highest margin business. Like, are there other offsets that are just kind of came through Q2 that caused that margin to be down more than you expected? A lot in there.

Yeah, so a couple things. I'll try to get them all. We give guidance on an EBITDA and, you know, implied EBITDA margin basis. Our guidance expects, you know, suggests somewhere between flat and somewhere up from last year's EBITDA margins in the back half of the year. Nothing Herculean, just sort of like a little bit of increase. If you think about gross margin and SG&A so far this year and EBITDA margins on a year to date, we're basically flat through the first six months of the year or the quarter on an EBITDA margin. I think we're within 20 basis points. And we had these flat flip gross margin SG&A gross margin was down a little bit in the second quarter but as you remember it was up a little bit in the first quarter and I think it's flat on a you know year-to-date basis versus the prior year period and SG&A went in the opposite direction so some of this I think is timing the other thing to keep in mind there is a little bit of noise from the green giant business that we sold and and then the other piece of that is we manufacture the majority, not all of, but the majority of our U.S. frozen business for Green Giant out of our facility in Mexico. And we've got a drag just the way it works out, currency translation. That was about two, two and a half million dollars of an impact in the second quarter. It's probably something similar in the first quarter. And that obviously impacts the gross margin a little bit.

Okay. We don't, and so far the pesos, you know, kind of come back up. So we think that that impact will be less in the back half of the year.

Okay, perfect. All right, great. I'll pass it on. Thank you. Thanks, Rob.

Next question comes from Drew Martinson with Jefferies. Please go ahead.

Good afternoon. I just wanted to get a sense on the competitive environment. I certainly have read about the more promotions. It doesn't sound like we're going to be excessively promotional in the second half. But I was also curious to your comments on the prepared meals, saying Ortega was being challenged by Taco Bell and if there are others. What's feeding that?

I think in this particular case of Ortega, we've seen Taco Bell come in with a lot of new items and drive new distribution. And I feel like we're pretty competitive now. We've got some new kind of sauces and taco items coming in in the back half of the year. But it's just another competitor or entrant coming back in. They've tried before. and kind of retreated, but this time that they're pushing again and pushing new items. So you've seen both us and Old El Paso get impacted a little bit by the entry of a new competitor in that taco shell, taco sauce, taco kit area, taco seasonings. But, you know, I think we're going to hold up just fine, and I think you're going to see improved trends on the Ortega business in the back half. Okay. In terms of promotions, you know, What I was trying to say before is that we brought promotion spending and promotional levels up last year at the back half of 23, at the end of Q3 and Q4, because we have a lot of baking promotional seasonality or baking and fall promotional seasonality. So we're going to lap that. So we're already kind of back to where we were in terms of promotion intensity. at pre-pandemic levels in the end of 23, and we'll laugh at this year, but I don't see us going beyond where we, you know, promotion intensity pre-pandemic. I think we'll stay right there, and we believe we're competitive with that kind of spend rate.

Okay. And then when we look at spices and seasoning, is kind of that licensed line extension the model for growth there, or are there products that you're developing on your own?

I think a combination of both. We like the licensed model where we think we have the right properties, like the four sixes I think is a great way for us to get into the seasoning blend business that's designed to kind of enhance proteins and kind of a Western barbecue kind of style. So we like licensed brands where they bring relevant equities and properties to our portfolio and put us in spaces that we're not really competing in that well. So you'll continue to see some of that, but we will also look at ways to kind of either extend our current brands, drive our current brands, or even maybe launch new items that aren't necessarily licensed properties. So, you know, we like the spice and seasoning category. We think it's good long-term growth. We think it's good margins. We've built up our capabilities there in development and culinary, and it's a place that we want to focus on long-term, both organic and possibly inorganic.

Thank you very much, guys. Appreciate it. Thanks, crew.

Our next question comes from Michael Lavery with Piper Sandler. Please go ahead.

Thank you. Good afternoon.

Michael, you're a little bit better aligned with food service traffic now, but can you give us a sense of maybe how you're exposed there and just, you know, if you've got pockets that are particularly better or worse than some of the general trends and just how to think about translating some of the read-through from bigger companies into how it affects you guys specifically.

I mean, it's obviously, Michael, it's dependent on, you know, the portfolio. Our portfolio is about half spices and seasonings. So, you know, mostly sold through distributors. So that we've seen track pretty closely in the second quarter to restaurant traffic trends. We have a food service syrup business with a major customer that's not healthy. So we've seen a little bit of decline there, but not that significant. So I think overall our portfolio is kind of tracking with restaurant traffic patterns. Call it You know, we read in Technomics and other places, you know, kind of somewhere in the 2% to 4% range, depending on the customer profile. And that's kind of what we think our business will continue to reflect, you know, for the remainder of the year until we see a turnaround in kind of restaurant trends. Because we're just going to reflect what traffic and, you know, traffic is doing in those channels. You know, we're just applying those channels with, you know, back-end ingredients and components.

Yeah, no, that's helpful. And then just on the, I know that's fairly complicated to give any update at all, and Andrew touched on some of the frozen divestiture, but for some of the smaller brands that you touched on as well, would you kind of need to bundle those to avoid some of the dis-synergies? Could you sell one-offs here and there? Is that too much complexity or distraction? Just how do you think about you know, how that process is going and does it have to take a certain shape?

Yeah, it's potentially a little bit of all of the above. So far what we've sold has been one-offs, but, you know, there could be other things and other ways that it could happen. And, you know, it's very situation dependent.

I mean, if you look at the business that we've already divested, you know, the green giant canned vegetable business kind of had its own supply chain. you know, for that business. And then the Back to Nature business was a, you know, contract-packed business that was kind of isolated itself. So we'll have a combination, as Bruce says, but, you know, a lot of our products we can carve out pretty easily without having a lot of, you know, structural issues or absorption or overhead problems.

Okay, thanks so much.

Our next question comes from Carla Casea with J.P. Morgan. please go ahead.

Hi, thank you. Um, on that asset sale of, um, green giant shelf, um, is there any stranded costs left from that that would work its way out over the next, I guess, year or two, or is that, is that all behind you?

Yeah, not really. I mean, the business itself from, from just the business and the product line, it's pretty straightforward. It was, you know, us business, um, Canned vegetables, 100% co-packed, right? So you pretty much airlift that and take it away. Freight is what it is. There's less freight. You know, maybe there's a little bit structurally around like warehouse costs, but not really. I think that pretty much just gets airlifted out and it's nice and clean.

Okay. And then did you say you co-form a... Oops, sorry.

We've taken out any resources that we're working directly on that business too.

Okay, great. Did you perform availability on your revolving credit facility post the financings that closed after the quarter end?

Sorry, in what sense?

So. I guess so you paid down some of the revolver after quarter end, but you also downsized it. I'm just wondering how much of it is available. Um, today it was at the end of the quarter, you announced 600 million, about 605 available.

Yeah. So I would suggest just go into the debt offering docs. And I think we footnoted appropriately what was, um, what was drawn and available based on closing dates.

Perfect. Okay. And then on the ramen, um, I missed the timing you said of that offering, and I'm just wondering if you – I mean, what's the shelf kind of placement you've got on it? Any kind of either numbers or percentage gains you can point to?

It's going in this fall, so we'll start shipping, you know, shortly. We've had, you know, good acceptance and – reception from, you know, customers, but I don't think you'll see it on shelf until the fall based on, you know, when customers set their frozen cases.

Okay.

It's a ramen vegetable kind of, you know, dish, but it will start shipping within the next couple months.

Okay, great. I look forward to trying it. Thanks a lot.

Thank you.

Our next question comes from David Palmer with Evercore ISI. Please go ahead.

Thanks. I wanted to talk about what your vision would be for the business long term in terms of what sorts of businesses fit within B&G. And I know there's going to be reticence to talk about categories or brands, but I'm really talking about the types of things that would work inside B&G. You know, there was a wave of acquisitions long ago where the company was trying to growth up with snacks and frozen. And then now those businesses are gone or soon to be gone. So they were kind of rejected from the shell that is B&G. So I'm wondering, what do you think does work from what you've seen and where you might want to get bigger?

Yeah, I think it's pretty...

We've talked about this before, but I think it's relatively clear looking at our business where we've been successful over time and where we have good margin structure and cash flows. And so I like, first and foremost, the spices and seasonings and business. If you look at our margin, it's high margin. We actually improved our segment even down margin year over year in the quarter two. We had good growth on that business. I think that's a business that we want to focus on organically, but more importantly, we would want to look over time to add additional acquisitions. We have a great asset in our Iowa facility. We've got good capabilities. We've kind of built up our culinary and R&D capability there. So that's one business that I see as a strong future for B&G. Also, the specialty business, which is, as I think I said in my comments, is 70% baking staples with, you know, kind of number one brands that, you know, and pretty stable trends in those categories. We've done a good job of managing, you know, Clabber Girl, Crisco, even with some of the, you know, kind of volatility in the commodity pricing. We've done a great job of managing the profitability and the cash flow in those businesses. I think we would be interested in picking up additional baking staples or you know, some shelf-stable baking products where we could easily fit into that portfolio, get synergies, and maintain, you know, good margins, stable cash flow. And then I think lastly, meals, we've talked about that. I do think longer-term meals is a good place for us to be. We kind of are centered in two places, Mexican meals. I believe Mexican meals will grow in terms of at-home consumption. We're seeing those trends going, you know, people making different types of Mexican meals You know, I think our portfolio, Las Palmas, Ortega, is well-founded there, but I think there's lots of opportunities to look at other Mexican, you know, at-home sauces and other meal preparation items that we would consider buying over time. So I think those three business units remaining after the frozen business, which we said we have a question around or under review whether that really fits with us long-term, I think those are – three places that we should be able to drive organic growth, but more importantly, be good platforms for acquisitions. If we decided to buy something outside of those three, we have certainly looked at it, but I would want to make sure that it fits our capabilities. It fits our ability to distribute it. We said Frozen is not a place that we want to scale up to drive costs down. refrigerated, you know, would probably a place that would be hard for us to get into. So I would want to stay in, you know, the categories that we know how to manage that may be adjacent to some of the categories where we have selling synergies, distribution synergies, other places. But we might, you know, create, you know, another business unit to manage that if we acquire things over time. So that's kind of a more longer-term view of where we're going. But that's the vision of, you know, what I see us shaping up with the divestor activity.

Yeah, and would you say those three – by the way, that's a very helpful answer. I really appreciate that. Those three – I know that's probably not an unabridged answer. That's probably not everything that you would think is core. But just those three mega platforms that you mentioned, how much of your business do you think is encapsulated with those currently? Over half?

Seventy-five percent.

From a sales basis, higher on an EBITDA basis and higher on a cash flow basis.

And thanks. You said, I think it was in the release, that food service was a little bit better than it was in the first quarter. For a lot of companies, food service is actually getting worse. So I'm just wondering, maybe what are you seeing with your particular food service and what are you seeing out there from food service looking into the second half?

I mean, the one thing to remember, which we highlighted last quarter, was we had some challenges, but some of that was timing, right, and some of that was unique to one or two customers.

You know, I think we see that our business should largely track what we expect, you know, restaurant and food service traffic trends. Yeah. to be overall. And what we see is kind of, you know, I've seen different numbers, but, you know, call it minus two to minus 4%. And people are sort of projecting that for the, for the rest of the year. I mean, who knows in the, in a recessionary environment, if that would, you know, would, would get worse, but that's kind of what we expect. And right now our trends are kind of mirroring that in terms of restaurant traffic, you know, our minus three, we call it minus 3% in Q2. That's what I think we're going to see for the, for the near future until something changes. But that's kind of what we stand, what we read in the industry data.

Yeah. No, I think a lot of people were thinking that the second app would be better because of comparisons. And I think those expectations might be fading a bit. So, you know, I don't think there's many people thinking it will necessarily get worse. But I'll leave it there. Thank you.

Yep.

And our final question will come from Robert Moscow with TD Cowan. Please go ahead.

Hey, Rob. Hi. I have a glass half empty and a glass half full question, so I think I'm going to just do the glass half full question.

What's in the glass, Rob?

It's pretty late, so I don't want to, and I'm covering bourbon socks, so maybe I should talk about it. But But honestly, like if you look at Nielsen tracking data and just look at overall grocery sales, like forgetting about all the, you know, who's selling it, it is starting to show some signs of acceleration. I think it's up about 3% in the last four weeks. And, you know, it's a clear sign, I would argue, of consumers going back to the grocery store, trying to save money. And you can see, you know, food service being down a lot. So are you, I haven't heard much about that in your outlook for the back half of the year. I know you have easy comps, but do you, could you be so bold as to say, hey, there could be a better environment, a better backdrop overall in grocery retail in the back half because of that, as well as the easier comparisons?

Yeah, so I think our Guidance is somewhat based on that, which is more favorable back half of this year than the first half. We obviously took it down a little bit to suggest some caution. We do have at the high end a little bit of growth. Don't disagree with what you're saying. I think if you went back to earlier this year when most of us were talking and giving guidance, I think there was an expectation that that recovery was going to happen sooner. I think we're seeing Signs of it would have just loved it to be a little bit sooner, but that's what we're seeing. That's the glass half full.

Okay. All right. You and me both. All right. Thanks a lot.

Yep. Yep. Thank you.

And this will conclude the question and answer session for today. Ladies and gentlemen, the conference has now ended. Thank you for all joining, and you may now disconnect.