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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Forward-Looking Statements” before Part I of this report and elsewhere in this report. The following discussion should be read in conjunction with the unaudited consolidated interim financial statements and related notes for the thirteen and twenty-six weeks ended July 4, 2026 (second quarter and first two quarters of 2026) included elsewhere in this report and the audited consolidated financial statements and related notes for the fiscal year ended January 3, 2026 (fiscal 2025) included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 3, 2026 (which we refer to as our 2025 Annual Report on Form 10-K).
General
We manufacture, sell and distribute a diverse portfolio of branded, high quality, shelf-stable and frozen foods and household products, many of which have leading regional or national market shares. In general, we position our branded products to appeal to the consumer desiring a high quality and reasonably priced product. We complement our branded product retail sales with institutional and foodservice sales, private label sales and sales to other food company brand owners through co-manufacturing arrangements.
Our company has been built upon a successful track record of acquisition-driven growth. Our goal is to continue to increase sales, profitability and cash flows through strategic acquisitions, new product development and organic growth. We intend to implement our growth strategy through the following initiatives: expanding our brand portfolio with disciplined acquisitions of complementary branded businesses, continuing to develop new products and delivering them to market quickly, leveraging our multiple channel sales and distribution system and continuing to focus on higher growth customers and distribution channels.
Since 1996, we have successfully acquired and integrated more than 50 brands or businesses into our company. Most recently, on March 19, 2026, we completed the acquisition of the broth and stock business of Del Monte Foods Corporation II Inc. and its affiliates, including the College Inn and Kitchen Basics brands. We refer to this acquisition as the “College Inn and Kitchen Basics acquisition.” This acquisition has been accounted for using the acquisition method of accounting and, accordingly, the assets acquired and liabilities assumed and results of operations of the acquired business are included in our consolidated financial statements from the date of acquisition. This acquisition and the application of the acquisition method of accounting affect comparability between periods.
In addition, in an attempt to sharpen focus, improve margins and reduce our long-term debt, we have been reshaping our portfolio through select divestitures. For example, on March 2, 2026, we completed the sale of the Green Giant U.S. frozen business to Seneca Foods Corporation. On October 24, 2025, we entered into an agreement to sell our Green Giant and Le Sieur frozen and shelf-stable product lines in Canada, which we refer to in in this report as “Green Giant Canada,” to Nortera Foods Inc., which, subject to regulatory review and customary closing conditions, is expected to close during the third quarter of 2026. On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand to McCall Farms. On May 23, 2025, we completed the sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes to Violet Foods LLC. In this report, we refer to these divestitures as the “Green Giant U.S. frozen divestiture,” the pending “Green Giant Canada divestiture,” the “Le Sueur U.S. divestiture,” and the “Don Pepino divestiture,” respectively. These divestitures affect, or will affect, comparability between periods.
We are subject to a number of challenges that may adversely affect our businesses. These challenges, which are discussed below and under the heading “Forward-Looking Statements,” include:
Fluctuations in Commodity Prices and Production and Distribution Costs. We purchase raw materials, including agricultural products, oils, meat, poultry, ingredients and packaging materials from growers, commodity processors, other food companies and packaging suppliers located in the U.S. and foreign locations. Raw materials and other input costs, such as fuel and transportation, are subject to fluctuations in price attributable to a number of factors, including climate and weather conditions, supply chain disruptions (including raw material shortages), labor shortages, wars and pandemics. Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns. The cost of raw materials, fuel, labor, distribution and other costs related to our operations can increase from time to time significantly and unexpectedly.
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We attempt to manage cost inflation risks by locking in prices through short-term supply contracts and advance commodities purchase agreements and by implementing cost-saving measures. We also attempt to offset rising input costs by raising sales prices to our customers. However, increases in the prices we charge our customers may lag behind rising input costs. Competitive pressures also may limit our ability to quickly raise prices in response to rising costs.
We experienced material net cost increases for raw materials during the last several years due to a number of factors. Raw material costs remained elevated in fiscal 2025 and the first two quarters of 2026 and we anticipate that certain raw material costs will remain elevated during at least the remainder of fiscal 2026. We are currently locked into our supply and prices for a majority of our most significant raw material commodities through at least the end of the third quarter of 2026.
In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through list price increases, trade spend reductions and cost savings initiatives. Although freight rates began to moderate in 2023, freight rates remained elevated during fiscal 2025 and the first two quarters of 2026, and, due in part to geopolitical conflict, including the hostilities involving Iran, which have exacerbated fuel price volatility, we expect freight rates to remain elevated during at least the remainder of fiscal 2026.
We plan to continue managing inflation risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and, when necessary, by raising prices. However, to the extent we are unable to avoid or offset any present or future cost increases by locking in our costs, implementing cost-saving measures or increasing prices to our customers, our operating results could be materially adversely affected. In addition, if input costs decline, customers may look for price reductions in situations where we have locked into purchases at higher costs.
During the past several years, our cost-saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient and packaging and distribution costs.
Trade and Regulatory Uncertainty. In February 2025, the White House announced the imposition of tariffs on numerous countries that trade with the United States, including Canada, Mexico and China, and certain of those countries subsequently announced retaliatory tariffs in response. Although the imposition of certain of such tariffs was at least temporarily paused in the case of Canada and Mexico, and other tariffs under the International Emergency Economic Powers Act (IEEPA) were eventually struck down by a ruling issued by the United States Supreme Court in February 2026, the White House announced its intention, in response to the Supreme Court decision, to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariff. In addition, although we have begun receiving refunds from the U.S. government for certain tariffs paid, we expect that we may need to reimburse to certain customers a portion of future tariff refunds that we receive to the extent in certain cases we increased prices directly attributable to such tariffs. As the implementation of tariffs is ongoing, more tariffs may be added in the future and countermeasures may be adopted by other countries. The situation remains dynamic, rapidly evolving and uncertain.
If allowed to become or remain effective, these or any new or increased tariffs or resultant trade wars could lead to significant increases in the costs of raw materials and finished goods, including spices for our Spices & Flavor Solutions business unit, such as garlic, primarily sourced from China, and black pepper primarily sourced from Vietnam; and the cost of steel cans and lids used for certain of our products. Our attempts to potentially offset cost increases through increases in the prices we charge for certain of our products may not be successful and may result in reduced sales volume.
If we are unable to offset increased costs or face significant sales volume declines, this could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity. Although most of the Green Giant vegetable products that we sell to customers in Canada are grown and produced in Canada, retaliatory tariffs imposed or threatened to be imposed by Canada or any “buy Canadian” campaigns in response to U.S. tariffs could have an adverse impact on our sales to customers in Canada for any of our products that are not produced in Canada. In addition, if allowed to become or remain effective, these recent tariffs or any new or increased tariffs could also negatively affect U.S. national or regional economies or lead to increased inflation or a recession, which also could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of
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other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products.
Consolidation in the Retail Trade and Consequent Inventory Reductions. As customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are also reducing their inventories and increasing their emphasis on private label products.
Changing Consumer Preferences and Channel Shifts. Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences. In addition, the rapid growth of some channels and changing consumer preferences for these channels, in particular in e-commerce, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. As a result of changing consumer preferences for products and channels, we may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts. If we are unable to effectively and timely adapt to changes in consumer preferences and channel shifts, our products may lose market share or we may face significant price erosion, and our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected.
Consumer Concern Regarding Food Safety, Quality and Health. The food industry is subject to consumer concerns regarding the safety and quality of certain food products. If consumers in our principal markets lose confidence in the safety and quality of our food products, even as a result of a product liability claim or a product recall by a food industry competitor, our business could be adversely affected.
Fluctuations in Currency Exchange Rates. Our foreign sales are primarily to customers in Canada. Our sales to Canada are generally denominated in Canadian dollars and our sales for export to other countries are generally denominated in U.S. dollars. During the first two quarters of 2026 and 2025, our net sales to customers in foreign countries represented approximately 12.3% and 8.9%, respectively, of our total net sales. We also purchase certain raw materials from foreign suppliers. For example, we purchase a significant majority of our maple syrup requirements from suppliers in Québec, Canada. These purchases are made in Canadian dollars. A weakening of the U.S. dollar against the Canadian dollar would significantly increase our costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars or otherwise entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar. These increased costs would not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S. dollar would have on our net sales in Canada. Our purchases of raw materials from other foreign suppliers are generally denominated in U.S. dollars, with one exception being certain purchases of raw materials in Mexico that are denominated in Mexican pesos.
In addition, we operate a frozen vegetable manufacturing facility in Irapuato, Mexico and as a result are exposed to fluctuations in the Mexican peso. Following the divestiture of our U.S. Green Giant frozen business, foreign currency exposure related to frozen vegetables manufactured in Mexico and sold to the acquirer of the business is borne by the acquirer under a co-packing agreement. However, we continue to have exposure to fluctuations in the Mexican peso related to frozen vegetable products manufactured in Mexico for our Green Giant Canada business and any frozen vegetable products we may manufacture for other customers in the future. A weakening of the U.S. dollar in relation to the Mexican peso would significantly increase our costs relating to the purchase of raw materials and the production of frozen vegetable products to the extent we have not purchased Mexican pesos or otherwise entered into hedging arrangements in advance of the weakening of the U.S. dollar or we have not contractually or otherwise passed along responsibility for the cost increases to our customers. As a result, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign currency fluctuations, and these fluctuations may have an adverse impact on operating results. For example, in recent years our results of operations from our Green Giant frozen operations in Mexico have been negatively impacted by appreciation in the strength of the Mexican peso relative to the U.S. dollar.
To confront these challenges, we continue to take steps to build the value of our brands, to improve our existing portfolio of products with new product and marketing initiatives, to reduce costs through improved productivity, to address consumer concerns about food safety, quality and health and to favorably manage currency fluctuations.
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Critical Accounting Policies; Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP) requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve: revenue recognition as it relates to trade and consumer promotion expenses; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment, and deferred tax assets; and the determination of the useful life of customer relationship and finite-lived trademark intangible assets. Actual results could differ significantly from these estimates and assumptions.
In our 2025 Annual Report on Form 10-K, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our unaudited consolidated interim financial statements. There have been no material changes to these policies from those disclosed in our 2025 Annual Report on Form 10-K.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Among the tax law changes that impacted us in fiscal 2025 and the first two quarters of 2026, and will continue to impact us in future years, relate to the timing of certain tax deductions including depreciation expense, R&D expenditures and interest expense. The OBBBA allows for 100% bonus depreciation to be taken on eligible assets, the option to immediately expense domestic R&D expenditures as well as accelerate the deduction of previously capitalized expenses, and restores the earnings before interest, taxes, depreciation and amortization (EBITDA) calculation for purposes of determining interest limitations. We implemented certain changes in fiscal 2025 and the first two quarters of 2026 related to the interest deduction limitation, bonus depreciation and the immediate expensing of R&D expenses. The OBBBA did not have a material impact on our effective income tax rate, results of operations, financial condition or liquidity for fiscal 2025 or the first two quarters of 2026. See Note 9, “Income Taxes.”
Results of Operations
The following table sets forth the percentages of net sales represented by selected items for the second quarter and first two quarters of 2026 and 2025 reflected in our consolidated statements of operations. The comparisons of financial results are not necessarily indicative of future results:
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 2026 2025
Statement of Operations Data:
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold 79.2 % 79.5 % 79.9 % 79.2 %
Gross profit 20.8 % 20.5 % 20.1 % 20.8 %
Operating expenses:
Selling, general and administrative expenses 10.6 % 11.1 % 11.5 % 11.3 %
Amortization expense 1.2 % 1.2 % 1.0 % 1.2 %
Loss on sales of assets — % 3.0 % 4.6 % 1.5 %
Operating income 9.0 % 5.2 % 3.0 % 6.8 %
Other expenses (income):
Interest expense, net 10.0 % 8.5 % 9.4 % 8.7 %
Other income (0.4) % (0.3) % (0.4) % (0.3) %
Loss before income tax benefit (0.6) % (3.0) % (6.0) % (1.6) %
Income tax expense (benefit) 0.4 % (0.7) % (1.4) % (0.5) %
Net loss (1.0) % (2.3) % (4.6) % (1.1) %
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As used in this section, the terms listed below have the following meanings:
Net Sales. Our net sales represents gross sales of products shipped to customers plus amounts charged to customers for shipping and handling, less cash discounts, coupon redemptions, slotting fees and trade promotional spending, including marketing development funds.
Gross Profit. Our gross profit is equal to our net sales less cost of goods sold. The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers, a portion of our warehousing expenses plus freight costs to our distribution centers and to our customers.
Selling, General and Administrative Expenses. Our selling, general and administrative expenses include costs related to selling our products, as well as all other general and administrative expenses. Some of these costs include administrative, marketing and internal sales force employee compensation and benefits costs, consumer advertising programs, brokerage costs, a portion of our warehousing expenses, information technology and communication costs, office rent, utilities, supplies, professional services, severance, acquisition/divestiture-related and non-recurring expenses and other general corporate expenses.
Amortization Expense. Amortization expense includes the amortization expense associated with customer relationships, finite-lived trademarks and other intangible assets.
Loss on Sales of Assets. Loss on sales of assets includes the loss recognized on the Green Giant U.S. frozen divestiture.
Net Interest Expense. Net interest expense includes interest relating to our outstanding indebtedness, amortization of bond discount and amortization of deferred debt financing costs (net of interest income).
Other Income. Other income includes the non-service portion of net periodic pension cost and net periodic post-retirement benefit costs.
Non-GAAP Financial Measures
Certain disclosures in this report include non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows.
Base Business Net Sales. Base business net sales is a non-GAAP financial measure used by management to measure operating performance. We define base business net sales as our net sales excluding (1) the net sales from acquisitions until the net sales from such acquisitions are included in both comparable periods, (2) net sales of discontinued or divested brands, and (3) net sales from our Green Giant U.S. frozen co-manufacturing agreement until the net sales from the co-manufacturing agreement are included in both comparable periods. The portion of current period net sales attributable to recent acquisitions for which there is no corresponding period in the comparable period of the prior year is excluded. For each acquisition, the excluded period starts at the beginning of the most recent fiscal period being compared and ends on the first anniversary of the acquisition date. For discontinued or divested brands, the entire amount of net sales is excluded from each fiscal period being compared. We have included this financial measure because our management believes it provides useful and comparable trend information regarding the results of our business without the effect of the timing of acquisitions and the effect of discontinued or divested brands.
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A reconciliation of net sales to base business net sales for the second quarter and first two quarters of 2026 and 2025 follows (in thousands):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 2026 2025
Net sales $ 383,275 $ 424,425 $ 792,211 $ 849,827
Net sales from acquisitions(1) (13,237) — (16,104) —
Net sales from discontinued or divested brands(2) 130 (67,917) (32,262) (138,649)
Net sales from Green Giant U.S. frozen co-manufacturing agreement(3) (23,916) — (32,462) —
Base business net sales $ 346,252 $ 356,508 $ 711,383 $ 711,178
(1) For the second quarter and first two quarters of 2026, reflects net sales from the College Inn and Kitchen Basics acquisition, for which there is no comparable period of net sales during the second quarter and first two quarters of 2025. The College Inn and Kitchen Basics acquisition was completed on March 19, 2026.
(2) For the second quarter and first two quarters of 2026, reflects net sales of the Green Giant U.S. frozen vegetable brand through the date of the divestiture. For the second quarter and first two quarters of 2025, reflects net sales of the Green Giant U.S. frozen vegetable brand, which was divested on March 2, 2026, net sales of the Le Sueur U.S. shelf-stable vegetable brand, which was divested on August 1, 2025, and net sales of the Don Pepino and Sclafani brands, which were divested on May 23, 2025.
(3) For the second quarter and first two quarters of 2026, reflects net sales of our co-manufacturing agreement with Seneca Foods Corporation pursuant to which we are continuing to produce for Seneca Foods Corporation certain Green Giant frozen vegetable products at our frozen vegetable manufacturing facility in Irapuato, Mexico, which was not included as part of the Green Giant U.S. frozen divestiture and for which there is no comparable period of net sales during the second quarter and first two quarters of 2025.
EBITDA and Adjusted EBITDA. EBITDA and adjusted EBITDA are non-GAAP financial measures used by management to measure operating performance. We define EBITDA as net income (loss) before net interest expense, income taxes and depreciation and amortization. We define adjusted EBITDA as EBITDA adjusted for cash and non-cash acquisition/divestiture-related expenses, gains and losses (which may include third party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up, and gains and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale; impairment of intangible assets; and non-recurring expenses, gains and losses.
Management believes that it is useful to eliminate these items because it allows management to focus on what it deems to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. We use EBITDA and adjusted EBITDA in our business operations to, among other things, evaluate our operating performance, develop budgets and measure our performance against those budgets, determine employee bonuses and evaluate our cash flows in terms of cash needs. We also present EBITDA and adjusted EBITDA because we believe they are useful indicators of our historical debt capacity and ability to service debt and because covenants in our credit agreement, our senior secured notes indenture and our senior notes indenture contain ratios based on these measures. As a result, reports used by internal management during monthly operating reviews feature the EBITDA and adjusted EBITDA metrics. However, management uses these metrics in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity, and therefore does not place undue reliance on these measures as its only measures of operating performance and liquidity.
EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to operating income (loss), net income (loss) or any other GAAP measure as an indicator of operating performance. EBITDA and adjusted EBITDA are not complete net cash flow measures because EBITDA and adjusted EBITDA are measures of liquidity that do not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA and adjusted EBITDA are potential indicators of an entity’s ability to fund these cash requirements. EBITDA and adjusted EBITDA are not complete measures of an entity’s profitability because they do not include certain costs and expenses and gains and losses described above. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies. However, EBITDA and adjusted EBITDA can still be useful in evaluating our performance against our peer companies because management believes these measures provide users with valuable insight into key components of GAAP amounts.
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Reconciliations of net loss and net cash provided by (used in) operating activities to EBITDA and adjusted EBITDA for the second quarter and first two quarters of 2026 and 2025 along with the components of EBITDA and adjusted EBITDA follows (in thousands):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 2026 2025
Net loss $ (3,981) $ (9,772) $ (36,525) $ (8,937)
Income tax expense (benefit) 1,613 (2,778) (11,118) (4,378)
Interest expense, net(1)(2) 38,480 35,780 74,302 73,538
Depreciation and amortization 14,545 16,716 29,505 33,554
EBITDA 50,657 39,946 56,164 93,777
Acquisition/divestiture-related and non-recurring expenses(3) 9,735 5,366 19,807 6,798
Impairment of property, plant and equipment(4) — — 172 2,994
Loss on sales of assets(5) — 12,646 36,282 12,646
Loss on sales and disposals of property, plant and equipment(6) — 22 5,612 903
Adjusted EBITDA $ 60,392 $ 57,980 $ 118,037 $ 117,118
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 2026 2025
Net cash provided by operating activities $ 34,430 $ 17,823 $ 58,017 $ 70,568
Income tax expense (benefit) 1,613 (2,778) (11,118) (4,378)
Interest expense, net(1)(2) 38,480 35,780 74,302 73,538
Gain on extinguishment of debt(1) — 2,073 — 2,073
Impairment of property, plant and equipment(4) — — (172) (2,994)
Loss on sales of assets(5) — (12,646) (36,282) (12,646)
Loss on sales and disposals of property, plant and equipment(6) — (22) (5,612) (903)
Deferred income taxes (2,024) 16,664 6,924 18,503
Amortization of deferred debt financing costs and bond discount (1,648) (1,739) (3,157) (3,155)
Share-based compensation expense (2,941) (3,383) (5,778) (6,554)
Changes in assets and liabilities, net of effects of business combinations (17,253) (11,826) (20,960) (40,275)
EBITDA 50,657 39,946 56,164 93,777
Acquisition/divestiture-related and non-recurring expenses(3) 9,735 5,366 19,807 6,798
Impairment of property, plant and equipment(4) — — 172 2,994
Loss on sales of assets(5) — 12,646 36,282 12,646
Loss on sales and disposals of property, plant and equipment(6) — 22 5,612 903
Adjusted EBITDA $ 60,392 $ 57,980 $ 118,037 $ 117,118
Adjusted Net Income and Adjusted Diluted Earnings Per Share. Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures used by management to measure operating performance. We define adjusted net income and adjusted diluted earnings per share as net income (loss) and diluted earnings (loss) per share adjusted for certain items that affect comparability. These non-GAAP financial measures reflect adjustments to net income (loss) and diluted earnings (loss) per share to eliminate the items identified in the reconciliation below. This information is provided in order to allow investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. Because we cannot predict the timing and amount of these items, management does not consider these items when evaluating our company’s performance or when making decisions regarding allocation of resources.
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A reconciliation of net loss to adjusted net income and adjusted diluted earnings per share for the second quarter and first two quarters of 2026 and 2025 along with the components of adjusted net income and adjusted diluted earnings per share follows (in thousands):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 2026 2025
Net loss $ (3,981) $ (9,772) $ (36,525) $ (8,937)
Gain on extinguishment of debt(1) — (2,073) — (2,073)
Accelerated amortization of deferred debt financing costs(2) — 299 — 299
Acquisition/divestiture-related and non-recurring expenses(3) 9,735 5,366 19,807 6,798
Impairment of property, plant and equipment, net(4) — — 172 2,994
Loss on sales of assets(5) — 12,646 36,282 12,646
Loss on sales and disposals of property, plant and equipment(6) — 22 5,612 903
Tax adjustments(7) (73) 397 1,494 (997)
Tax effects of non-GAAP adjustments(8) (753) (3,996) (15,122) (5,296)
Adjusted net income $ 4,928 $ 2,889 $ 11,720 $ 6,337
Adjusted diluted earnings per share(9) $ 0.06 $ 0.04 $ 0.14 $ 0.08
(1) Net interest expense for the second quarter and first two quarters of 2025 was reduced by $2.1 million as a result of a gain on extinguishment of debt related to our repurchase of $20.7 million aggregate principal amount of our 5.25% senior notes due 2027 in open market purchases for $18.6 million, an average discount repurchase price of 89.98% of such principal amount, plus accrued and unpaid interest, which resulted in a pre-tax gain of $2.1 million, partially offset by the accelerated amortization of deferred debt financing costs of $0.3 million described in footnote (2) below.
(2) Net interest expense for the second quarter and first two quarters of 2025 includes the accelerated amortization of deferred debt financing costs of $0.3 million (or $0.2 million, net of tax), resulting from our repurchases of 5.25% senior notes due 2027 described in footnote (1) above.
(3) Acquisition/divestiture-related and non-recurring expenses primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses, including organizational restructuring expenses.
(4) We recorded pre-tax, non-cash impairment charges of $0.2 million (or $0.1 million, net of tax) and $3.0 million (or $2.3 million, net of tax) related to property, plant and equipment during the first two quarters of 2026 and the first two quarters of 2025, respectively.
(5) During the first quarter of 2026, we recognized a loss on sale of assets of $36.3 million (or $27.4 million, net of tax), primarily related to the sale of the Green Giant U.S. frozen business. During the second quarter of 2025, we completed the Don Pepino divestiture and recorded a loss on sale of $12.6 million (or $9.5 million, net of tax) during the quarter.
(6) We recorded losses on sales and disposals of property, plant and equipment of $5.6 million (or $4.2 million, net of tax) during the first two quarters of 2026 and less than $0.1 million and $0.9 million (or $0.7 million, net of tax) during the second quarter and first two quarters of 2025, respectively.
(7) During the first two quarters of 2026, we recorded a net discrete tax expense of $1.5 million. During the first quarter of 2026, we recorded a net discrete tax expense of $1.6 million, primarily related to a discrete tax expense related to stock-based compensation, partially offset by a discrete tax benefit related to a return-to-provision adjustment in Mexico. During the second quarter of 2026, we recorded a net discrete tax benefit of $0.1 million, primarily related to miscellaneous tax true-ups.
During the first two quarters of 2025, we recorded a net discrete tax benefit of $1.0 million. During the first quarter of 2025, we recorded a net discrete tax benefit of $1.4 million, primarily related to a discrete tax benefit of $2.1 million for the tax effect of a pre-transition loss related to Section 987 of the Internal Revenue Code of 1986 for the cumulative unrecognized foreign exchange loss relating to our primary operating subsidiary in Canada, which is a qualified business unit for purposes of Section 987, partially offset by discrete tax expenses of $0.7 million related to stock-based compensation and rate changes. During the second quarter of 2025, we recorded a net discrete tax expense of $0.4 million, primarily related to a settlement for FASB Interpretation No. 48: Managing Uncertain Tax Positions (FIN 48).
(8) Represents the tax effects of the non-GAAP adjustments listed above, assuming a tax rate of approximately 24.50%.
(9) Our company was in a net loss position for the second quarter and the first two quarters of 2026 and the second quarter and first two quarters of 2025, therefore there are no potentially dilutive share-based compensation awards included in the calculation of
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diluted weighted average shares outstanding for those periods, as their effect would have been antidilutive. However, given that the adjustments described above resulted in adjusted net income for those periods, the dilutive impact of potentially dilutive share-based compensation awards are being included in the calculation of adjusted diluted weighted average shares outstanding and, therefore, in the calculation of adjusted diluted earnings per share for those periods.
Segment Adjusted EBITDA and Segment Adjusted Expenses. For a discussion of segment adjusted EBITDA, segment adjusted expenses and a reconciliation of segment adjusted EBITDA to net loss, see Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.
Adjusted Gross Profit and Adjusted Gross Profit Percentage. Adjusted gross profit and adjusted gross profit percentage are non-GAAP financial measures used by management to measure operating performance. We define adjusted gross profit as gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold and adjusted gross profit percentage as gross profit percentage (i.e., gross profit as a percentage of net sales) adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold. These non-GAAP financial measures reflect adjustments to gross profit and gross profit percentage to eliminate the items identified in the reconciliation below. This information is provided in order to allow investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. Because we cannot predict the timing and amount of these items, management does not consider these items when evaluating our performance or when making decisions regarding allocation of resources.
A reconciliation of gross profit to adjusted gross profit and gross profit percentage to adjusted gross profit percentage for the second quarter and first two quarters of 2026 and 2025, respectively, follows (in thousands, except percentages):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 2026 2025
Gross profit $ 79,635 $ 86,982 $ 159,524 $ 177,069
Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold(1) 4,042 2,090 8,713 2,606
Adjusted gross profit $ 83,677 $ 89,072 $ 168,237 $ 179,675
Gross profit percentage 20.8% 20.5% 20.1% 20.8%
Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold as a percentage of net sales 1.1% 0.5% 1.1% 0.3%
Adjusted gross profit percentage 21.8% 21.0% 21.2% 21.1%
(1) Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold for the second quarter and first two quarters of 2026 of $4.0 million and $8.7 million, respectively, primarily include acquisition expenses for the College Inn and Kitchen Basics acquisition and divestiture expenses for the Green Giant U.S. frozen business and Green Giant Canada.
Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold for the second quarter and first two quarters of 2025 of $2.1 million and $2.6 million, respectively, primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.
Second quarter of 2026 compared to the second quarter of 2025
Net Sales. Net sales for the second quarter of 2026 decreased $41.1 million, or 9.7%, to $383.3 million from $424.4 million for the second quarter of 2025. The decrease was primarily attributable to the Green Giant U.S. frozen, Le Sueur U.S. and Don Pepino divestitures and a decrease in base business net sales, partially offset by three months of net sales from the co-manufacturing agreement we entered into on March 2, 2026 with the acquirer of the Green Giant U.S. frozen business, and three months of net sales for the College Inn and Kitchen Basics brands.
Net sales of the Green Giant U.S. frozen business, which we no longer owned during the second quarter of 2026 after the divestiture on March 2, 2026, contributed $58.3 million of net sales during the second quarter of 2025. Net sales of the Don Pepino and Le Sueur U.S. businesses, which we divested in 2025 and are therefore not part of our second quarter of 2026 results, were $9.7 million during the second quarter of 2025. Partially offsetting the impact of these divestitures were three months of net sales from the new Green Giant U.S. frozen co-manufacturing agreement, which contributed $23.9 million of net sales in the second quarter of 2026, and three months of net sales for the College Inn and Kitchen Basics brands, acquired on March 19, 2026, which contributed $13.2 million of net sales for the second quarter of 2026.
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Base business net sales for the second quarter of 2026 decreased $10.2 million, or 2.9%, to $346.3 million from $356.5 million for the second quarter of 2025. The decrease in base business net sales was driven by a decrease in volume of $15.5 million, or 4.3% of base business net sales, partially offset by an increase in net pricing and the impact of product mix (primarily related to the Spices & Flavor Solutions business unit) of $5.1 million, or 1.4% of base business net sales and the positive impact of foreign currency of $0.2 million, or 0.1% of net sales.
Gross Profit. Gross profit was $79.6 million for the second quarter of 2026, or 20.8% of net sales. Adjusted gross profit was $83.7 million, or 21.8% of net sales. Gross profit was $87.0 million for the second quarter of 2025, or 20.5% of net sales. Adjusted gross profit was $89.1 million, or 21.0% of net sales. Gross profit as a percentage of net sales increased due to the acquisition of the higher margin College Inn and Kitchen Basics brands, the divestiture of the lower margin Green Giant U.S. frozen business, and tariff refunds received from the U.S. government during the second quarter.
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $6.6 million, or 14.0%, to $40.6 million for the second quarter of 2026 from $47.2 million for the second quarter of 2025. The decrease was composed of decreases in warehousing expenses of $3.7 million, general and administrative expenses of $2.7 million, consumer marketing expenses of $1.7 million, and selling expenses of $0.8 million, partially offset by an increase in acquisition/divestiture-related and non-recurring expenses of $2.3 million. Expressed as a percentage of net sales, selling, general and administrative expenses improved by 0.5 percentage points to 10.6% for the second quarter of 2026, as compared to 11.1% for the second quarter of 2025.
Amortization Expense. Amortization expense decreased $0.6 million, or 12.6%, to $4.5 million for the second quarter of 2026 from $5.1 million for the second quarter of 2025.
Loss on Sale of Assets. During the second quarter of 2025, we completed the Don Pepino divestiture and recognized a loss on sale of $12.6 million.
Operating Income. As a result of the foregoing, operating income increased $12.6 million, or 57.0%, to $34.6 million for the second quarter of 2026 from $22.0 million for the second quarter of 2025. Operating income expressed as a percentage of net sales increased to 9.0% in the second quarter of 2026 from 5.2% in the second quarter of 2025.
Net Interest Expense. Net interest expense increased $2.7 million, or 7.5%, to $38.5 million for the second quarter of 2026 from $35.8 million for the second quarter of 2025. The increase was primarily attributable to an increase in average long-term debt outstanding during the second quarter of 2026 compared to the second quarter of 2025, and the 11.00% interest rate on our new 11.00% senior notes due 2031. During the second quarter of 2026, net interest expense was also negatively impacted in connection with our debt refinancing because our new 11.00% senior notes due 2031 were issued on June 10, 2026, prior to redemption of our 5.25% senior notes due 2027, and therefore during a 24-day period, we incurred interest expense on both sets of notes, which was only partially offset by interest earned on the net proceeds of the issuance of the 11.00% senior notes due 2031.
Other Income. Other income for the second quarter of 2026 and 2025 includes the non-service portion of net periodic pension cost and net periodic post-retirement benefit costs of $1.5 million and $1.2 million, respectively.
Income Tax Expense (Benefit). Income tax expense increased $4.4 million to an income tax expense of $1.6 million for the second quarter of 2026 from an income tax benefit of $2.8 million for the second quarter of 2025. Our effective tax rate was negative 68.1% for the second quarter of 2026 and 22.1% for the second quarter of 2025.
During the second quarter of 2026, we recorded a net discrete tax benefit of $0.1 million, primarily related to miscellaneous tax true-ups. We’ve recognized approximately $0.8 million of an increased valuation allowance during the second quarter 2026, and we expect to recognize approximately $11.7 million in total during full year fiscal 2026.
During the second quarter of 2025, we recorded a net discrete tax expense of $0.4 million, primarily related to a settlement for FASB Interpretation No. 48: Managing Uncertain Tax Positions (FIN 48).
First two quarters of 2026 compared to the first two quarters of 2025
Net Sales. Net sales for the first two quarters of 2026 decreased $57.6 million, or 6.8%, to $792.2 million from $849.8 million for the first two quarters of 2025. The decrease was primarily attributable to the Green Giant U.S. frozen, Le Sueur U.S. and Don Pepino divestitures, partially offset by four months of net sales from the co-manufacturing
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agreement we entered into on March 2, 2026 with the acquirer of the Green Giant U.S. frozen business, three-and-a-half months of net sales for the College Inn and Kitchen Basics brands, and an increase in base business net sales.
Net sales of our Green Giant U.S. frozen business, which we owned for only two months during the first quarter of 2026, contributed $85.6 million less net sales during the first two quarters of 2026 as compared to the first two quarters of 2025. Net sales of the Don Pepino and Le Sueur U.S. businesses, which we divested in 2025 and are therefore not part of our first two quarters of 2026 results, were $20.3 million during the first two quarters of 2025. Partially offsetting the impact of these divestitures were four months of net sales from the new Green Giant U.S. frozen co-manufacturing agreement, which contributed $32.5 million of net sales in the first two quarters of 2026 and three-and-a-half months of net sales for the College Inn and Kitchen Basics brands, acquired on March 19, 2026, which contributed $16.1 million to our net sales for the first two quarters of 2026.
Base business net sales for the first two quarters of 2026 increased $0.2 million to $711.4 million from $711.2 million for the first two quarters of 2025. The increase in base business net sales was driven by an increase in net pricing and the impact of product mix (primarily related to the Spices & Flavor Solutions business unit) of $6.7 million, or 0.9% of base business net sales, and the positive impact of foreign currency of $1.9 million, or 0.3% of base business net sales, largely offset by a decrease in volume of $8.4 million, or 1.2% of base business net sales.
Gross Profit. Gross profit was $159.5 million for the first two quarters of 2026, or 20.1% of net sales. Adjusted gross profit was $168.2 million, or 21.2% of net sales. Gross profit was $177.1 million for the first two quarters of 2025, or 20.8% of net sales. Adjusted gross profit was $179.7 million, or 21.1% of net sales.
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $5.5 million, or 5.8%, to $90.8 million for the first two quarters of 2026 from $96.3 million for the first two quarters of 2025. The decrease was composed of decreases in general and administrative expenses of $6.6 million, warehousing expenses of $5.2 million, consumer marketing expenses of $1.7 million, and selling expenses of $0.7 million, partially offset by an increase in acquisition/divestiture-related and non-recurring expenses of $8.7 million, inclusive of an increase of $1.9 million for disposals and impairments of property, plant and equipment. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.2 percentage points to 11.5% for the first two quarters of 2026, as compared to 11.3% for the first two quarters of 2025.
Amortization Expense. Amortization expense decreased $1.4 million, or 13.5%, to $8.8 million for the first two quarters of 2026 from $10.2 million for the first two quarters of 2025.
Loss on Sale of Assets. During the first two quarters of 2026, we recognized a loss on sale of assets of $36.3 million, primarily related to the Green Giant U.S. frozen divestiture.
Operating Income. As a result of the foregoing, operating income decreased $34.3 million, or 59.2%, to an operating income of $23.6 million for the first two quarters of 2026 from an operating income of $57.9 million for the first two quarters of 2025. Operating income expressed as a percentage of net sales decreased to 3.0% in the first two quarters of 2026 from 6.8% in the first two quarters of 2025.
Net Interest Expense. Net interest expense increased $0.8 million, or 1.0%, to $74.3 million for the first two quarters of 2026 from $73.5 million for the first two quarters of 2025. The increase was primarily attributable to an increase in average long-term debt outstanding during the first two quarters of 2026 compared to the first two quarters of 2025, and the 11.00% interest rate on our new 11.00% senior notes due 2031. During the first two quarters of 2026, net interest expense was also negatively impacted in connection with our debt refinancing because our new 11.00% senior notes due 2031 were issued on June 10, 2026, prior to redemption of our 5.25% senior notes due 2027, and therefore during a 24-day period, we incurred interest expense on both sets of notes, which was only partially offset by interest earned on the net proceeds of the issuance of the 11.00% senior notes due 2031.
Other Income. Other income for the first two quarters of 2026 and 2025 includes the expected return on pension plan assets and the amortization of unrecognized gain less the interest cost on the projected benefit obligation of $3.0 million and $2.3 million, respectively.
Income Tax Benefit. Income tax benefit increased $6.7 million to $11.1 million for the first two quarters of 2026 from $4.4 million for the first two quarters of 2025. Our effective tax rate was 23.3% for the first two quarters of 2026 and 32.9% for the first two quarters of 2025.
During the first two quarters of 2026, we recorded a net discrete tax expense of $1.5 million. During the first
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quarter of 2026, we recorded a net discrete tax expense of $1.6 million, primarily related to a discrete tax expense related to stock-based compensation, partially offset by a discrete tax benefit related to a return-to-provision adjustment in Mexico. During the second quarter of 2026, we recorded a net discrete tax benefit of $0.1 million, primarily related to miscellaneous tax true-ups. We’ve recognized approximately $2.3 million of an increased valuation allowance during the first two quarters of 2026, and we expect to recognize approximately $11.7 million in total during full year fiscal 2026.
During the first two quarters of 2025, we recorded a net discrete tax benefit of $1.0 million. During the first quarter of 2025, we recorded a net discrete tax benefit of $1.4 million, including a discrete tax benefit of $2.1 million for the tax effect of a pre-transition loss related to Section 987 of the Internal Revenue Code of 1986 for the cumulative unrecognized foreign exchange loss relating to our primary operating subsidiary in Canada, which is a qualified business unit for purposes of Section 987, partially offset by a discrete tax expense of $0.7 million related to stock-based compensation and rate changes. During the second quarter of 2025, we recorded a net discrete tax expense of $0.4 million, primarily related to a settlement for FASB Interpretation No. 48: Managing Uncertain Tax Positions (FIN 48).
Business Segment Operating Results. We operate in four reportable business segments: Specialty; Meals; Frozen & Vegetables; and Spices & Flavor Solutions. See Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report for a description of our business segments and for a reconciliation of the non-GAAP financial measure segment adjusted EBITDA to net loss.
Specialty Segment Results. Specialty segment results were as follows (dollars in thousands):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Specialty segment net sales $ 128,934 $ 134,859 $ (5,925) (4.4)% $ 259,701 $ 269,259 $ (9,558) (3.5)%
Specialty segment adjusted expenses 105,204 102,209 2,995 2.9% 209,867 203,089 6,778 3.3%
Specialty segment adjusted EBITDA $ 23,730 $ 32,650 $ (8,920) (27.3)% $ 49,834 $ 66,170 $ (16,336) (24.7)%
The decrease in Specialty segment net sales for the second quarter and first two quarters of 2026 was primarily due to a decrease in volumes in the Specialty portfolio and the divestiture of the Don Pepino business, which generated $1.8 million and $5.3 million of net sales in the second quarter and first two quarters of 2025, respectively.
The decrease in Specialty segment adjusted EBITDA for the second quarter and first two quarters of 2026 was primarily due to higher oil input costs for the Crisco brand, the Don Pepino divestiture and a decline in volumes.
Meals Segment Results. Meals segment results were as follows (dollars in thousands):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Meals segment net sales $ 110,523 $ 104,079 $ 6,444 6.2% $ 217,605 $ 210,221 $ 7,384 3.5%
Meals segment adjusted expenses 84,709 78,334 6,375 8.1% 171,847 159,502 12,345 7.7%
Meals segment adjusted EBITDA $ 25,814 $ 25,745 $ 69 0.3% $ 45,758 $ 50,719 $ (4,961) (9.8)%
The increase in Meals segment net sales for the second quarter and first two quarters of 2026 was primarily due to the College Inn and Kitchen Basics acquisition, which contributed $13.2 million and $16.1 million, of net sales for the second quarter and first two quarters of 2026, respectively, and an increase in net pricing and the impact of product mix, offset in part by lower volumes across the Meals segment in the aggregate, after excluding the benefit of the net sales from the College Inn and Kitchen Basics acquisition.
The increase in Meals segment adjusted EBITDA in the second quarter of 2026 was primarily due to the increase in Meals segment net sales, primarily attributable to the College Inn and Kitchen Basics acquisition. The decrease in Meals segment adjusted EBITDA in the first two quarters of 2026 was primarily due to an increase in certain raw material costs and manufacturing expenses. Meals segment adjusted EBITDA was also impacted by increases in trade spending and direct marketing expenses for certain brands. These incremental costs were offset in part by an increase in overall net pricing for the Meals segment and the impact of product mix, and the College Inn and Kitchen Basics acquisition.
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Frozen & Vegetables Segment Results. Frozen & Vegetables segment results were as follows (dollars in thousands):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Frozen & Vegetables segment net sales $ 47,191 $ 88,989 $ (41,798) (47.0)% $ 118,223 $ 182,108 $ (63,885) (35.1)%
Frozen & Vegetables segment adjusted expenses 48,393 91,719 (43,326) (47.2)% 114,841 186,311 (71,470) (38.4)%
Frozen & Vegetables segment adjusted EBITDA $ (1,202) $ (2,730) $ 1,528 (56.0)% $ 3,382 $ (4,203) $ 7,585 (180.5)%
The decrease in Frozen & Vegetables segment net sales for the second quarter and first two quarters of 2026 was primarily due to the Green Giant U.S. frozen divestiture (which negatively impacted net sales versus the second quarter and first two quarters of 2025 by $34.5 million and $53.1 million, respectively, net of the $23.9 million and $32.5 million positive impact on net sales of our new Green Giant U.S. frozen co-manufacturing agreement) and the Le Sueur U.S. divestiture (which negatively impacted net sales versus the second quarter and first two quarters of 2025 by $7.9 million and $15.1 million, respectively). Net sales for Green Giant Canada increased by $0.5 million, or 2.4%, and $4.8 million, or 9.8%, for the second quarter and first two quarters of 2026, respectively.
The increase in Frozen & Vegetables segment adjusted EBITDA for the second quarter and first two quarters of 2026 was primarily due to the Green Giant U.S. frozen divestiture and the new Green Giant U.S. frozen co-manufacturing agreement.
Spices & Flavor Solutions Segment Results. Spices & Flavor Solutions segment results were as follows (dollars in thousands):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Spices & Flavor Solutions segment net sales $ 96,627 $ 96,498 $ 129 0.1% $ 196,682 $ 188,239 $ 8,443 4.5%
Spices & Flavor Solutions segment adjusted expenses 65,519 72,379 (6,860) (9.5)% 135,855 137,851 (1,996) (1.4)%
Spices & Flavor Solutions segment adjusted EBITDA $ 31,108 $ 24,119 $ 6,989 29.0% $ 60,827 $ 50,388 $ 10,439 20.7%
The increase in Spices & Flavor Solutions segment net sales for first two quarters of 2026 was primarily due to an increase in net pricing and strong growth in the foodservice and private label channels. Spices & Flavor Solutions segment net sales for the second quarter of 2026 were slightly higher due to an increase in net pricing and the continued growth in the foodservice and private label channels, partially offset by declines in the retail channel.
The increase in Spices & Flavor Solutions segment adjusted EBITDA for the second quarter and first two quarters of 2026 was primarily due to an increase in net pricing, tariff refunds that were received from the U.S. government during the second quarter, and a reduction in input costs for spices relative to the first two quarters of last year.
Unallocated Corporate Items. Unallocated corporate expenses decreased $2.7 million, or 12.6% in the second quarter of 2026 to $19.1 million from $21.8 million for the second quarter of 2025. Unallocated corporate expenses decreased $4.2 million, or 9.1% in the first two quarters of 2026 to $41.8 million from $46.0 million for the first two quarters of 2025.
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Net Sales by Brand. The following table sets forth net sales for each of our brands whose net sales for the first two quarters of 2026 or fiscal 2025 equaled or exceeded 3% of our total net sales for those periods, and for all other brands in the aggregate (in thousands):
Thirteen Weeks Ended Twenty-six Weeks Ended
July 4, June 28, July 4, June 28,
Brand(1): Business Unit: 2026 2025 2026 2025
Green Giant(2) Frozen & Vegetables $ 23,276 $ 88,988 $ 85,761 $ 182,108
Crisco Specialty 56,685 57,529 109,759 112,493
Ortega Meals 28,865 32,381 59,649 65,236
Clabber Girl(3) Specialty 25,329 26,221 52,452 51,520
Maple Grove Farms of Vermont Meals 20,825 20,281 41,224 40,295
Cream of Wheat Meals 15,641 16,874 34,427 34,354
Dash Spices & Flavor Solutions 13,488 15,630 27,173 29,777
All other brands(4) All Business Units 199,166 166,521 381,766 334,044
Total $ 383,275 $ 424,425 $ 792,211 $ 849,827
(1) Net sales for each brand includes branded net sales and, if applicable, any private label and foodservice net sales attributable to the brand.
(2) Also includes net sales for the Le Sueur brand. On March 2, 2026, we completed the sale of the Green Giant U.S. frozen business to Seneca Foods Corporation. On October 24, 2025, we entered into an agreement to sell our Green Giant and Le Sieur frozen and shelf-stable product lines in Canada to Nortera Foods Inc., which, subject to regulatory review and customary closing conditions, is expected to close during the third quarter of 2026. On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand to McCall Farms.
(3) Includes net sales for multiple brands acquired as part of the Clabber Girl acquisition that we completed on May 15, 2019, including, among others, the Clabber Girl, Rumford, Davis, Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes.
(4) Also includes net sales not attributable to any of our brands. For example, for the second quarter and first two quarters of 2026, also includes net sales from our co-manufacturing agreement with Seneca Foods Corporation pursuant to which we are continuing to produce certain Green Giant frozen vegetable products at our frozen vegetable manufacturing facility in Irapuato, Mexico, which was not included as part of the Green Giant U.S. frozen divestiture.
Liquidity and Capital Resources
Our primary liquidity requirements include debt service, capital expenditures and working capital needs. See also, “Dividend Policy” below. We fund our liquidity requirements, as well as our dividend payments and financing for acquisitions, primarily through cash generated from operations and external sources of financing, including our revolving credit facility. We do not have any off-balance sheet financing arrangements.
Cash Flows
Net Cash Provided by Operating Activities. Net cash provided by operating activities decreased $12.6 million to $58.0 million for the first two quarters of 2026, as compared to $70.6 million for the first two quarters of 2025. The decrease was primarily driven by lower net sales in the first two quarters of 2026 as compared to the first two quarters of 2025, and unfavorable working capital comparisons in the first two quarters of 2026 as compared to the first two quarters of 2025, primarily comprised of trade accounts receivable, trade accounts payable and income tax receivable/payable, net, partially offset by a favorable working capital comparison for accrued expenses and prepaid expenses and other current assets.
Net Cash Used in Investing Activities. Net cash used in investing activities increased $53.4 million to $59.3 million for the first two quarters of 2026, as compared to $5.9 million for the first two quarters of 2025. The increase was primarily attributable to the $109.7 million purchase price we paid for the College Inn and Kitchen Basics acquisition, partially offset by the $61.5 million of proceeds we received from the Green Giant U.S. frozen divestiture and a $5.7 million decrease in capital expenditures in the first two quarters of 2026 as compared to the first two quarters of 2025.
Net Cash Provided by (Used in) Financing Activities. Net cash provided by financing activities increased $598.8 million to $537.0 million of net cash provided by financing activities for the first two quarters of 2026, as compared to $61.8 million of net cash used in financing activities for the first two quarters of 2025. The increase was primarily driven by a $618.6 million increase in net cash flows from long-term debt (proceeds of borrowings, net of
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redemptions, repurchases and repayments), because we received the proceeds of the issuance of our 11.00% senior notes due 2031 on June 10, 2026, but did not make the redemption payment for our 5.25% senior notes due 2027 until July 6, 2026, subsequent to the end of the second quarter of 2026.
Cash Income Tax Payments, Net of Refunds. We believe that we will realize a benefit to our cash taxes payable from amortization of our trademarks, goodwill and other intangible assets for the taxable years 2026 through 2038. We also take material annual deductions for net interest expense due to our substantial indebtedness. However, the U.S. Tax Cuts and Jobs Act enacted in 2017 limits the deduction for net interest expense incurred by a corporate taxpayer to 30% of the taxpayer’s adjusted taxable income. We have been subject to the interest expense deduction limitation for the past three fiscal years and, even though the One Big Beautiful Bill Act (OBBBA) enacted on July 4, 2025 restores the earnings before interest, taxes, depreciation and amortization (EBITDA) calculation for purposes of determining interest expense deduction limitations, we expect to continue to be subject to the interest expense deduction limitation in fiscal 2026 and future years. During fiscal 2025, we increased our valuation allowance by $4.6 million. We increased our valuation allowance by approximately $0.8 million and $2.3 million during the second quarter and first two quarters of 2026, respectively, and we expect to recognize approximately $11.7 million in total during full year fiscal 2026. See “One Big Beautiful Bill Act” above for a discussion of the impact and expected impact of the OBBBA on our cash income tax payments, net of refunds, including the impact the OBBBA had in fiscal 2025 and is expected to have in fiscal 2026 and beyond on our interest expense deductions and our cash taxes.
In addition, if there is a change in U.S. federal tax policy or, in the case of the interest deduction, a change in our net interest expense relative to our adjusted taxable income that eliminates, limits or reduces our ability to amortize and deduct goodwill and certain intangible assets or the interest deduction we receive on our substantial indebtedness, or otherwise that reduces any of these available deductions or results in an increase in our corporate tax rate, our cash taxes payable may increase further, which could significantly reduce our future liquidity and impact our ability to make interest and dividend payments and have a material adverse effect on our business, consolidated financial condition, results of operations and liquidity.
Dividend Policy
Our dividend policy reflects a basic judgment that our stockholders are better served when we distribute a substantial portion of our cash available to pay dividends to them instead of retaining it in our business. Under this policy, a substantial portion of the cash generated by our company in excess of operating needs, interest and principal payments on indebtedness, and capital expenditures sufficient to maintain our properties and other assets is distributed as regular quarterly cash dividends to the holders of our common stock and not retained by us. We have paid dividends every quarter since our initial public offering in October 2004.
For the first two quarters of 2026 and 2025, we had net cash provided by operating activities of $58.0 million and $70.6 million, respectively, and distributed as dividends $30.6 million and $30.2 million, respectively.
Beginning with the dividend payment declared on May 11, 2026 and paid on July 30, 2026, the current intended dividend rate for our common stock has been reduced from $0.76 per share per annum to $0.38 per share per annum. Based upon the new current intended dividend rate of $0.38 per share per annum and our current number of outstanding shares, we expect our aggregate dividend payments in fiscal 2026 to be approximately $46.1 million and in fiscal 2027 to be approximately $30.9 million.
Our dividend policy is based upon our current assessment of our business and the environment in which we operate, and that assessment could change based on competitive or other developments (which could, for example, increase our need for capital expenditures or working capital), new acquisition opportunities or other factors. Our board of directors is free to depart from or change our dividend policy at any time and could do so, for example, if it was to determine that we have insufficient cash to fund capital expenditure or working capital needs, reduce leverage or ensure compliance with our maximum consolidated leverage ratio under our credit agreement, or take advantage of growth opportunities.
Acquisitions
Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions. As discussed elsewhere in this report, as part of our growth strategy we plan to expand our brand portfolio with disciplined acquisitions of complementary brands. We have historically financed acquisitions by incurring additional indebtedness, issuing equity, using cash flows from operating activities and/or using
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divestiture proceeds. Our interest expense has over time increased as a result of additional indebtedness we have incurred in connection with acquisitions and will increase with any additional indebtedness we may incur to finance future acquisitions. Although we may subsequently issue equity and use the proceeds to repay all or a portion of the additional indebtedness incurred to finance an acquisition and reduce our interest expense, the additional shares of common stock would increase the amount of cash flows from operating activities necessary to fund dividend payments.
The impact of future acquisitions, whether financed with additional indebtedness or otherwise, may have a material impact on our liquidity and capital resources.
Debt
See Note 6, “Long-Term Debt,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report for a description of our senior secured credit agreement, including our revolving credit facility and tranche B term loans, our 8.00% senior secured notes due 2028, and our 11.00% senior notes due 2031.
Future Capital Needs
We are highly leveraged. On July 4, 2026, the aggregate principal amount of our long-term debt (including current portion) of $2,555.8 million, net of our cash and cash equivalents of $591.6 million, was $1,964.2 million. Stockholders’ equity as of that date was $395.1 million.
Our ability to generate sufficient cash to fund our operations depends generally on our results of operations and the availability of financing. Our management believes that our cash and cash equivalents on hand, cash flow from operating activities and available borrowing capacity under our revolving credit facility will be sufficient for the foreseeable future to fund operations, meet debt service requirements, fund capital expenditures, make future acquisitions, if any, and pay our anticipated quarterly dividends on our common stock.
We expect to make capital expenditures of approximately $30.0 million to $35.0 million in the aggregate during fiscal 2026. During the first two quarters of 2026, we made capital expenditures of $12.7 million, of which $11.1 million were paid in cash. Our projected capital expenditures for fiscal 2026 primarily relate to asset sustainability projects, cost savings initiatives, information technology (hardware and software), including cybersecurity, and environmental compliance.
Seasonality
Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons or certain other annual events. In general, our sales are higher during the first and fourth quarters.
We purchase most of the produce used to make our frozen and shelf-stable vegetables, shelf-stable pickles, relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we generally purchase the majority of our maple syrup requirements during the months of April through August. Consequently, our liquidity needs are greatest during these periods.
Inflation
See “—General—Fluctuations in Commodity Prices and Production and Distribution Costs” above.
Contingencies
See Note 13, “Commitments and Contingencies,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.
Recent Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies —Recently Issued Accounting Standards – Pending Adoption,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.
Supplemental Financial Information about B&G Foods and Guarantor Subsidiaries
As further discussed in Note 6, “Long-Term Debt,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report, our obligations under the 8.00% senior secured notes due 2028 and the 11.00% senior notes due 2031 are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing
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and certain future domestic subsidiaries, which we refer to in this section as the guarantor subsidiaries. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 8.00% senior secured notes due 2028 or the 11.00% senior notes due 2031. In this section, we refer to these foreign subsidiaries and future foreign or partially owned domestic subsidiaries as the non-guarantor subsidiaries. See Note 6, “Long-Term Debt” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.
The 11.00% senior notes due 2031 and the related subsidiary guarantees are our and the guarantor subsidiaries’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantor subsidiaries’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantor subsidiaries’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantor subsidiaries’ future subordinated debt.
The 8.00% senior secured notes due 2028 are our senior secured obligations. The 8.00% senior secured notes due 2028 have the same guarantors as our credit agreement. The 8.00% senior secured notes due 2028 and the related guarantees are secured by, subject to permitted liens, first-priority security interests in certain collateral (which generally includes most of our and our guarantors’ right or interest in or to property of any kind, except for our and our guarantors’ real property and certain intangible assets), which assets also secure (and will continue to secure) our credit agreement on a pari passu basis. Pursuant to the terms of the applicable indenture, the related collateral agreement and an intercreditor agreement, the 8.00% senior secured notes due 2028 and the guarantees rank (1) pari passu (equally and ratably) in right of payment to all of our and the guarantors’ existing and future senior debt, including existing and future senior debt under our existing or any future senior secured credit agreement (including the term loan borrowings under our existing senior secured credit facility, any obligations under our existing revolving credit facility and all other borrowings and obligations under our credit agreement), (2) effectively senior in right of payment to our and such guarantors’ existing and future senior unsecured debt, including our 11.00% senior notes due 2031 to the extent of the value of the collateral, (3) effectively junior to our and the guarantors’ future secured debt, secured by assets that do not constitute collateral, to the extent of the value of the collateral securing such debt, (4) senior in right of payment to our and such guarantors’ other existing and future subordinated debt and (5) structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 8.00% senior secured notes due 2028.
Each guarantee contains a provision intended to limit the guarantor subsidiary’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. However, we cannot assure you that this provision will be effective to protect the subsidiary guarantees from being voided under fraudulent transfer laws.
A guarantor subsidiary’s guarantee will be automatically released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that guarantor subsidiary (including by way of merger or consolidation) to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a “restricted subsidiary” of B&G Foods under the applicable indenture, if the sale or other disposition complies with the asset sale provisions of the applicable indenture; (2) in connection with any sale or other disposition of all of the capital stock of that guarantor subsidiary to a person or entity that is not (either before or after giving effect to such transaction) B&G Foods or a “restricted subsidiary” of B&G Foods, if the sale or other disposition complies with the asset sale provisions of the applicable indenture; (3) if B&G Foods designates any “restricted subsidiary” that is a guarantor subsidiary to be an “unrestricted subsidiary” in accordance with the applicable provisions of the indenture; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture; (5) if such guarantor subsidiary no longer constitutes a domestic subsidiary; or (6) if it is determined in good faith by B&G Foods that a liquidation, dissolution or merger out of existence of such guarantor subsidiary is in the best interests of B&G Foods and is not materially disadvantageous to the holders of the senior notes or the senior secured notes, as applicable.
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The following tables present summarized unaudited financial information on a combined basis for B&G Foods and each of the guarantor subsidiaries described above after elimination of (1) intercompany transactions and balances among B&G Foods and the guarantor subsidiaries and (2) investments in any subsidiary that is a non-guarantor (in thousands):
July 4, January 3,
2026 2026
Current assets(1) $ 1,132,649 $ 652,802
Non-current assets 2,091,500 2,027,967
Current liabilities(2) $ 772,691 $ 227,742
Non-current liabilities 2,215,923 2,157,385
(1) Current assets includes amounts due from non-guarantor subsidiaries of $46.3 million and $50.4 million as of July 4, 2026 and January 3, 2026, respectively.
(2) Current liabilities includes amounts due to non-guarantor subsidiaries of $54.6 million and $26.8 million as of July 4, 2026 and January 3, 2026, respectively.
Twenty-six Weeks Ended
July 4, June 28,
2026 2025
Net sales $ 724,507 $ 788,529
Gross profit 166,536 160,539
Operating income 19,646 42,416
Loss before income taxes (51,619) (28,775)
Net loss $ (40,256) $ (20,111)