Earnings Call
B&G Foods, Inc. (BGS)
Earnings Call Transcript - BGS Q2 2025
Operator, Operator
Good day, everyone, and welcome to the B&G Foods Second Quarter 2025 Earnings Call. Today's call, which is being recorded, is scheduled to last about 1 hour, including remarks by B&G Foods management and the question-and-answer session. At this time, I'd like to turn the call over to AJ Schwabe, Senior Associate, Corporate Strategy and Business Development for B&G Foods. AJ?
AJ Schwabe, Senior Associate, Corporate Strategy and Business Development
Good afternoon, and thank you for joining us. With me today are Casey Keller, our Chief Executive Officer; and Bruce Wacha, our Chief Financial Officer. You can access detailed financial information on the quarter in the earnings release we issued today, which is available at the Investor Relations section of bgfoods.com. Before we begin our formal remarks, I need to remind everyone that part of the discussion today includes forward-looking statements. These statements are not guarantees of future performance, and therefore, undue reliance should not be placed upon them. We refer you to B&G Foods' 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, base business net sales and segment adjusted expenses. Reconciliations of these financial measures to the most directly comparable GAAP financial measures are provided in today's earnings release. Casey will begin the call with opening remarks and discuss various factors that affected our results, selected business highlights and his thoughts concerning the outlook for the remainder of fiscal 2025. Bruce will then discuss our financial results for the second quarter of 2025 and our revised guidance for fiscal 2025. I would now like to turn the call over to Casey.
Kenneth Charles Keller, CEO
Good afternoon. Thank you, AJ, and thank you all for joining us today for our second quarter 2025 earnings call. Today, I will cover an overview of second quarter performance. Bruce will cover more detailed financial results, recent divestitures and portfolio shaping efforts, and the outlook for the remainder of fiscal year 2025. Q2 results. The second quarter demonstrated sequential improvement in trend and performance after a challenging quarter 1. Q2 net sales of $424.4 million finished down 4.5% versus last year, with base business down 4.2%. Q2 adjusted EBITDA was $58 million, down $5 million or 9.3% versus last year. Some of the key drivers. Almost all of the adjusted EBITDA decline was driven by the frozen and vegetables business unit with segment adjusted EBITDA down $6.5 million versus last year behind higher true-up costs on last year's weak crop, specifically corn and peas; higher trade spend from Easter April timing; and the end of the Walmart rollback to improve core velocities. These costs will lap and are expected to reverse in the second half. The specialty business unit experienced significant net sales declines, down 8% primarily due to lower Crisco oil pricing year-over-year, consistent with our pricing model. Segment adjusted EBITDA improved by 3%. The divestiture of the Don Pepino and Scalfani brands during the latter part of the quarter removed approximately $1.4 million of net sales and some modest profit. Portfolio divestitures. B&G Foods is making good progress in reshaping and restructuring our portfolio to sharpen focus, simplify the business, improve margins and cash flow and maximize future value creation. The endgame is to create a more highly focused B&G Foods with adjusted EBITDA as a percentage of net sales approaching 20%, increased cash flow generation, lower leverage closer to 5x and a more efficient cost structure with clear synergies within the portfolio. During the second quarter, we completed 2 key divestitures. First, the Don Pepino and Scalfani divestiture signed and closed in May. This is the tomato processing business with about $14 million in annual net sales with a dedicated factory. Second, the Le Sueur U.S. Canned peas divestiture signed and closed last Friday. Le Sueur has approximately $36 million in annual net sales in the U.S. with a premium position in canned vegetables. Both businesses have relatively high working capital needs, highly seasonal production and were isolated in terms of the rest of the B&G Foods portfolio, particularly after the divestiture of the Green Giant U.S. canned vegetable business in late 2023. We expect additional divestitures in the future to further focus the portfolio and reduce leverage. Beyond Le Sueur, we continue to evaluate and pursue the potential divestiture of the Green Giant branded business in U.S. frozen and Canadian frozen and shelf stable. The remaining businesses in the frozen and vegetables business unit. Fiscal year '25 outlook. We expect the back half of fiscal year '25 Q3, Q4 to show solid improvement versus the first half trend, flat to slightly positive in net sales with year-over-year growth in adjusted EBITDA. The key assumptions behind the latest estimate. The 53rd week is expected to add plus 2% to 3% net sales growth in Q4, a partial week benefit. Excluding the impact of the 53rd week, base business net sales are projected to be down approximately 1% to 2% in the second half. July and early August net sales are consistent with that expectation, improving from the Q2 trend. As discussed last quarter, additional savings and productivity efforts are on track to deliver an incremental $10 million in adjusted EBITDA growth in Q3 and Q4 with an annual run rate of approximately $15 million to $20 million. These include additional productivity in COGS, trade and market spending efficiencies, accelerated SG&A savings and discretionary spending cuts. The U.S. frozen vegetables business is expected to turn profitable, showing an increase of roughly $8 million to $10 million in segment adjusted EBITDA versus last year, behind more favorable crop costs, foreign exchange benefits on the portion of the Green Giant business manufactured in Mexico and strong productivity in the Irapuato manufacturing facility. We assume tariffs at current levels with some possible mitigation through U.S. trade negotiation deals, alternative sourcing or classification of spices as unavailable natural resources. We are planning to execute targeted pricing to recover incremental tariffs with some lag until fully negotiated and implemented. The largest exposure remains China sourcing of garlic and onion. We are also adjusting guidance primarily to reflect the impact of our 2 recently completed divestitures. Bruce will provide more detail. Finally, we are committed to reducing leverage and balance sheet risk. We expect to reduce leverage to 6x within the next 12 months by using divestiture proceeds and excess cash we generate through improved adjusted EBITDA performance and lower working capital needs to repay or repurchase long-term debt. Thank you. I will now turn the call over to Bruce for more detail on the quarterly performance and outlook for the remainder of fiscal 2025.
Bruce C. Wacha, CFO
Thank you, Casey. Good afternoon, everyone. Thank you for joining us today. While we are not satisfied with today's results, we are pleased with the continued progress relative to our challenging start to 2025. For the second quarter of 2025, we generated $424.4 million in net sales, $58 million in adjusted EBITDA, 13.7% adjusted EBITDA as a percentage of net sales and $0.04 in adjusted diluted earnings per share. Overall, net sales for the second quarter of 2025 decreased by $20.2 million or 4.5% to $424.4 million from $444.6 million for the second quarter of 2024. Base business net sales, which exclude the Don Pepino and Scalfani brands that were sold at the end of May, decreased by $18.7 million or 4.2% in the second quarter of 2025 compared to the second quarter of 2024. $14.3 million or 3.2 percentage points of the decline in base business net sales was driven by lower volumes. $4 million or 0.9 percentage points of the decline was driven by a decrease in net pricing and the impact of product mix, and $0.4 million or 0.1 percentage points were driven by the negative impact of foreign currency. Approximately $5 million of the decline in net sales in the quarter was driven by Crisco, and nearly half of that was driven by net pricing, which was reduced in large part to reflect lower input costs for soybean oil. As we have highlighted since acquiring this business, our goal for sustainable cash flows, regardless of movements in commodity oil prices, continues to be what we have done here. Outside of Crisco, the sequential improvement in net sales performance was generally broad-based against the portfolio and the business units. Base business net sales for specialty, which does not include net sales for the Don Pepino and Scalfani brands, decreased by $10.2 million or 7.1% during the second quarter of 2025. If we remove the impact of Crisco, base business net sales for Specialty decreased by $5.3 million or approximately 6.6%. Despite the lower sales during the second quarter of 2025, specialty segment adjusted EBITDA was up modestly for the quarter at almost $1 million or 3%. And despite a modest inflationary environment, specialty benefited from lower raw material costs for certain brands, including soybean oil for Crisco and phosphates and corn starch for Clabber Girl. Similarly, meals had a reasonably solid performance despite soft net sales performance. Net sales of meals declined by $3.8 million or 3.5%, disappointing for this business unit but still an improvement from its first quarter performance. Nonetheless, segment adjusted EBITDA was up by $1.8 million or 7.7% for the second quarter of 2025 compared to the prior year period. Cream of Wheat returned to growth in the quarter after supply issues earlier this year, and we had strong performance from some of our other unsung heroes in the portfolio, such as Las Palmas and Chelada sauce, Skinny girl dressings as well as Spring Tree and Vermont-made syrups. Net sales of frozen and vegetables also improved this quarter. After being down double digits in the first quarter, net sales were down just $2.6 million or 2.8% in the second quarter of 2025 compared to the prior year. Net sales for the Le Sueur brand in the U.S. and our entire portfolio of products in Canada increased for the quarter as compared to the prior year quarter. Additionally, the U.S. frozen business continues to stabilize after a tough start to the year. We are proud to highlight that volumes increased for frozen and vegetables in the aggregate during Q2 2025 despite tough but improving category dynamics. After a year of challenge around raw material pack costs and an unfavorable foreign exchange dynamic for frozen vegetable products made in our Mexican manufacturing facility, we are pleased to report that this year's pack appears to be significantly favorable when compared to last year's pack. Negative foreign exchange impacts have moderated, and we expect a better cost environment for the business unit and a return to profitability in the back half of the year. Spices and Flavor Solutions also had a comparably strong second quarter of 2025. Net sales for the business unit declined by a little bit less than $2 million or 2 percentage points in the second quarter compared to the prior year period. About half of the decline was driven by timing, net pricing and mix within our food service business, and the remainder was driven by modestly softer volumes. Unlike our other center store businesses, spices and Flavor Solutions saw material increases in commodity costs, particularly for black pepper and garlic. Separately, our spices business also bore the brunt of our exposure to tariffs, about $1 million of the $1.6 million of total tariff exposure for B&G Foods in the quarter. As we prepare for the back half of the year, we expect to manage these cost challenges through continued productivity initiatives in our whole Spices and Flavor Solutions factory along with targeted pricing where appropriate. Gross profit for our overall B&G Foods business was $87 million for the second quarter of 2025 or 20.5% of net sales. Adjusted gross profit, which excludes the negative impact of $2.1 million of acquisition divestiture-related expenses and nonrecurring expenses, including cost of goods sold during the second quarter of 2025, was $89.1 million or 21% of net sales. Gross profit was $92 million for the second quarter of 2024 or 20.7% of net sales. Adjusted gross profit, which excludes the negative impact of $1.2 million of acquisition and divestiture-related expenses and nonrecurring expenses included in the cost of goods sold during the second quarter of 2024, was $93.2 million or 21% of net sales. Our material labor and overhead costs when measured against gross sales were favorable by approximately 100 basis points during the second quarter of 2025 as compared to the second quarter of last year. Promotional trade spend, which is captured in our net sales line increased by approximately 120 basis points in the second quarter of 2025 as compared to the second quarter of 2024, as we continue to invest in our brands and attempt to reflect lower prices on shelf for consumers. The increase in promotional trade spend was also driven in part by the timing of Easter, which was in April 2025 compared to March 2024. Input cost inflation, as measured by raw material costs across our basket of inputs and in our factories has remained mostly modest this year thus far in 2025, outside of some categories such as black pepper, garlic, olive oil, tomatoes, core vegetables and cans, which have been elevated. We continue to closely monitor inflation throughout the trade and tariff negotiations. And as I mentioned earlier, increased tariffs cost us approximately $1.6 million in adjusted EBITDA during the quarter and a little bit more than $1 million of that in the Spices and Flavor Solutions business unit. While we haven't seen the full benefit of a more normal or favorable U.S. dollar to Mexican peso exchange rate flow into our P&L this year, we still expect to see some benefit in the back half of the year. However, currency remains a potential wildcard for our Green Giant business given the current macroeconomic environment and the political uncertainty regarding tariffs. Selling, general and administrative expenses increased by $4.1 million or 9.4% to $47.2 million for the second quarter of 2025 from $43.1 million for the second quarter of 2024. The increase was composed of increases in consumer marketing expenses of $2.2 million and acquisition divestiture-related and nonrecurring expenses of $2.8 million, partially offset by decreases in warehousing expenses of $800,000 and selling expenses of $100,000. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 1.4 percentage points to 11.1% for the second quarter of 2025 as compared to 9.7% for the second quarter of 2024. As I mentioned earlier, we generated $58 million in adjusted EBITDA or 13.7% of net sales in the second quarter of 2025 compared to $63.9 million or 14.4% of net sales in the second quarter of 2024. Net interest expense decreased by $2 million to $35.8 million for the second quarter of 2025 as compared to $37.8 million for the second quarter of 2024. The decrease in interest expense was primarily driven by a book gain on the extinguishment of debt during the second quarter of 2025 as a result of our repurchase of $20.7 million aggregate principal amount or 5.25% senior notes due 2027 in open market purchases at an average discount repurchase price of 89.98% of principal amount, plus accrued and unpaid interest, net of the accelerated amortization of deferred debt financing costs. Depreciation and amortization was $16.7 million in the second quarter of 2025, which is largely in line with the $17.3 million in the second quarter of last year. We had adjusted net income of $2.9 million or $0.04 per adjusted diluted share in the second quarter of 2025. In the second quarter of 2024, we had adjusted net income of $6.6 million or $0.08 per adjusted diluted share. Adjustments to our EBITDA and net income are described further in our earnings release. Now moving on to our consolidated cash flow and balance sheet. Cash flow continues to be strong this year. We generated $17.8 million in net cash from operations in Q2 2025 versus $11.3 million in Q2 2024. On a year-to-date basis, we generated $70.6 million of net cash from operations during the first half of 2025 versus $46.4 million during the first half of 2024. We have also reduced our net debt to $1.957 billion at the end of the second quarter of 2025. Pro forma for the sale of Le Sueur, net debt was reduced to a little bit more than $1.9 billion at the end of Q2 2025. And as a reminder, net debt was $1.994 billion at the end of the fourth quarter of 2024 and $2.022 billion at the end of the second quarter of 2024. As a reminder, approximately 35% of our long-term debt is tied to floating interest rates or SOFR. A 100 basis point reduction would be expected to reduce our interest expense by nearly $7 million annually. As Casey mentioned earlier, we continue to make progress on our portfolio reshaping efforts. Our recent divestitures of the Don Pepino and Scalfani brands in May, and now the Le Sueur brand in the U.S. last week are continued examples of the strategy that we believe will make us a more focused and ultimately stronger business while also helping us to reduce debt and eliminate heavy seasonal pack businesses from our portfolio. We think that the new owners for both of these divested businesses will do well. They are great brands but not in line with the focus that we have laid out for B&G Foods of the future. The Don Pepino and Scalfani brands contributed approximately $14 million in net sales over the trailing 12 months through May 2025 and approximately $9 million in net sales in June through December 2024. Although small, the brand is profitable, particularly in the back half of the year. The Le Sueur brand in the U.S. contributed approximately $36 million in net sales over the trailing 12 months through June 2025 and approximately $19 million in net sales in August through December 2024. Like the Don Pepino and Scalfani brands, Le Sueur U.S. is also a profitable little brand that we believe will do well for its new owner. As a result of these divestitures, we have revised our fiscal year 2025 guidance to remove their previously expected contributions for the remainder of the year. We now expect net sales of $1.83 billion to $1.88 billion, adjusted EBITDA of $273 million to $283 million, and adjusted earnings per share of $0.50 to $0.60 for fiscal 2025. Our updated guidance continues to account for a modestly softer economic environment that has impacted consumer spending patterns. It also reflects our expectation that our top line will continue to stabilize and that our input costs will remain relatively consistent outside of any surprises resulting from the ongoing tariff negotiations. In addition, our guidance incorporates our cost reduction plans, which we expect will produce approximately $10 million of cost savings in the second half of the year. Given the uncertainty in the political environment and the rapidly evolving negotiations regarding tariffs and retaliatory tariffs, our guidance does not reflect all of the potential impacts of the recently imposed and threatened tariffs in the U.S. and retaliatory actions taken or threatened by other countries in response or the potential for additional tariffs, trade barriers or retaliatory actions by the U.S. or other countries. As a reminder, more than 90% of our net sales are customers in the U.S. and the remainder are primarily to customers in Canada. Approximately 80% to 85% of our products' ingredients and raw materials are sourced in the United States, Canada, and Mexico. The majority of our non-North American sourced products, ingredients, and raw materials, particularly within our Spices and Flavor Solutions business unit, originate in Asian countries, including black pepper, which is primarily sourced in Vietnam, and garlic, which is primarily sourced in China. Additionally, we expect for full year 2025, interest expense of $147.5 million to $152.5 million, including cash interest of $142.5 million to $147.5 million, depreciation expense of $47.5 million to $52.5 million; amortization expense of $20 million to $22 million, an effective tax rate of 26% to 27% and CapEx of $30 million to $35 million. We are also committed to reducing our net debt and our net leverage ratio over the next 12 months. We expect to reduce our pro forma net leverage ratio by at least a full turn from just under 7x today to less than 6x by the end of this time next year. Through the successful execution of our divestiture strategy, stabilization of our adjusted EBITDA, our excess cash generation and continued improvements in working capital. Now I will return the call back over to Casey for further remarks.
Kenneth Charles Keller, CEO
Thank you, Bruce. In closing, B&G Foods continues to remain laser-focused on a few critical priorities. Number one, improving the base business net sales trends of our core business to the long-term objective of plus 1%. Two, reshaping the portfolio for future growth, stability, higher margins and cash flows as well as structuring key platforms for future acquisition growth. And third, reducing leverage closer to 5x through divestitures and excess cash flow to facilitate strategic acquisitions. This concludes our remarks, and now we would like to begin the Q&A portion of our call. Operator?
Operator, Operator
Our first question today comes from David Palmer from Evercore ISI.
David Sterling Palmer, Analyst
Bruce, I think you mentioned that the core business was expected to be down 1% to 2%. Is that your organic sales interpretation of what you put forward is the revenue for the second half so down 1% to 2% versus?
Bruce C. Wacha, CFO
Yes, base business ex the divestitures, to be kind of midpoint of our guidance is down about 1% after that adding we call it $15 million to $20 million or pick $16 million as the benefit for the 53rd week, which will be in our fourth quarter.
David Sterling Palmer, Analyst
What would it look like when we examine current trends, as the multi-year comparisons appear to become easier compared to what we've experienced recently? In other words, you saw a decline of approximately 5% in the MULO plus data. I understand you are expecting some improvement in frozen, possibly spices, but could you clarify your guidance in relation to the trends you foresee moving forward?
Bruce C. Wacha, CFO
Yes. So the low end of our guidance is like down 2%, 3% and if you think about where our performance has been this year, we were down 10.5% in the first quarter, which is terrible. On a base business we were down 4.2% in the second quarter. We had pretty good stabilization towards the tail end of the second quarter in July, starting right for the third quarter. So that's about where we expect to come out.
Kenneth Charles Keller, CEO
I mean July and early August are more in the minus 2% range.
David Sterling Palmer, Analyst
Got it. And just...
Kenneth Charles Keller, CEO
We're seeing the improvement already happening in the early part of the third quarter.
Bruce C. Wacha, CFO
But Dave, I do agree that generally there is a correlation between the consumption data that we use and our shipments. We expect to see that continue to get less unfavorable or better, however you want to view it.
Kenneth Charles Keller, CEO
I mean we believe that at some point, we're going to lap the negatives and the consumer behavior changes in our business, plus we know we can see on some of our business, we have pretty strong plans. So we've just got to see it stabilize, and we're kind of projecting some improvement in the back half trend.
David Sterling Palmer, Analyst
Yes. And I mean, just for what it's worth in the IRI, the Circona-MULO plus data showing minus 5% in the last 4 weeks and the last 12 weeks ending that we see, but maybe that you're seeing more up-to-date data than we are.
Kenneth Charles Keller, CEO
We also have a custom database. We would be a little better than that.
Operator, Operator
Our next question comes from Scott Marks from Jefferies.
Scott Michael Marks, Analyst
First thing I want to ask about, you mentioned some targeted pricing actions, some other kind of tariff mitigation efforts. Just wondering if you can kind of give us a sense of how much of those tariff impacts you think you'll be able to mitigate through some of those actions and how retailers have been responding to some of these price increases?
Bruce C. Wacha, CFO
Yes. So we have not disclosed the dollar amounts. The vast majority of our area of exposure on tariffs is our spices and flavor solutions. So you think particularly garlic and black pepper, anybody who's buying black pepper and garlic in the world are buying them from China and Vietnam. So B&G and all of our competitors will take price against those. There may be some risk on an interim, how many tariffs flip through your P&L before you got the benefit of that. But you've also seen other people in the space talk about taking price. The other primary area of concern for us is kind of steel cans. And like everybody else, our expectation is we're going to have to take price.
Kenneth Charles Keller, CEO
I think in this fiscal year, we are implementing negotiating pricing actions to recover the tariffs. There will be some lag between when we start paying the tariff costs and our input costs and when the pricing becomes effective just because of retailer lead times on price changes, but we expect to price for most of the tariff impact and in some cases will offset a little bit with productivity and cost savings efforts.
Scott Michael Marks, Analyst
Okay. Understood. And then maybe, I guess, as we think about the guide down for the year and then obviously implied H2. Maybe how much of the guide down was driven by some of those divestitures versus?
Bruce C. Wacha, CFO
Yes, it's primarily the divestitures.
Kenneth Charles Keller, CEO
Almost all divestitures.
Scott Michael Marks, Analyst
Okay. So then the outlook for H2 is still kind of in line with how you were thinking about it, I guess? after the Q1 results.
Bruce C. Wacha, CFO
Yes.
Operator, Operator
Our next question comes from William Reuter from Bank of America.
William Michael Reuter, Analyst
I've got a couple of questions. First, I didn't catch any EBITDA figure, but I heard the $36 million in sales for Le Sueur. Did you mention an EBITDA number that I missed?
Bruce C. Wacha, CFO
We did not.
William Michael Reuter, Analyst
Okay. Is that something you're not going to be providing?
Bruce C. Wacha, CFO
No. So sale to a private company. Typically, we don't end up giving that out.
William Michael Reuter, Analyst
Okay. And did I hear correctly that your net debt went from $1.936 to a little over $1.9? So I guess the proceeds there are somewhere in the $30-ish or $35 million range. Is that right?
Bruce C. Wacha, CFO
No. No. I think you maybe misheard that. Actually, if you go into our Q, there's a subsequent event where it walks through the net proceeds; it's about $59 million with the benefit of a small working capital adjustment in our favor.
William Michael Reuter, Analyst
Okay. I hadn't seen the Q yet. Cool. Lastly, can you share your ABL availability today or at the end of the quarter, including any financial covenants that may exist for maintenance? What would that number be?
Bruce C. Wacha, CFO
So we don't have an ABL. We've got a cash flow revolver, and the primary covenant on that is a maintenance leverage test, which is now 7.5x.
William Michael Reuter, Analyst
Yes. Sorry, that's the second quarter, and really, I've used the wrong term. But yes, no, I guess I was wondering if you include that interest coverage as well as the leverage covenant, the availability would be?
Bruce C. Wacha, CFO
Yes. It's just math. I don't have it in front of me, but you should just be able to run where we finished the quarter, which is probably just under 7x, probably equal sort of 6.8 post-pro forma for Le Sueur. So you've got basically 0.7 turns of leverage cushion.
Operator, Operator
Our next question comes from Robert Moskow from TD Cowen.
Robert Bain Moskow, Analyst
I might have missed it, but could you have any comments about the flavor solutions part of your business, spice and seasonings, I guess is it in line with your expectations or a little light? I would have thought that cooking at home would be a real tailwind for these brands. And are you seeing that in the business? Or are you seeing some elasticity there as well?
Kenneth Charles Keller, CEO
In our spices and seasonings business, which we refer to as spices and flavor solutions, the results have not met our expectations. We anticipated this business would remain stable or even see slight growth, but we are not experiencing the positive momentum we hoped for. This segment includes various components such as private label products, food service operations, and branded retail, all of which are performing differently. However, we expect this business to show slight growth in the latter half of the year, which would align better with our expectations, particularly as we see the category benefiting from trends related to fresh proteins in stores. This area has been affected by tariffs, prompting us to implement targeted pricing strategies to recover costs. Therefore, I foresee some pricing advantages as well.
Robert Bain Moskow, Analyst
Okay. Are there any changes you can make to your sourcing to try to either find less expensive raw materials to mitigate the spice and seasonings tariffs or different suppliers? Or is that not possible?
Kenneth Charles Keller, CEO
Yes, we are exploring alternative sourcing options for some spices. However, most spices originate from countries that already have tariffs, so relocating them doesn't significantly change the situation. We've made some efforts to address this. Our most challenging situation is with garlic and onion from China, which provides 80% of the world's garlic. Other options are limited; California can't meet our needs, and sourcing alternatives within the United States is scarce. We have identified a few small suppliers for onion and garlic outside of China, but it's unclear if we can completely evade these tariffs, which will need to be factored into our pricing. While some mitigating actions could be taken, there could also be a decrease in productivity. Ultimately, spices only grow in specific climates, and the United States lacks the natural resources to produce them. I hope that as this becomes clearer, it may influence trade negotiations, similar to how coffee and cocoa cannot be sourced domestically. For now, we are adapting to the current tariffs and integrating them into our financial models.
Operator, Operator
Our next question comes from Hale Holden from Barclays.
Hale Holden, Analyst
I got 2 really quick ones. Can you remind us the Le Sueur Canada brand? Is that smaller or larger than the U.S. brand?
Kenneth Charles Keller, CEO
It's smaller.
Hale Holden, Analyst
And following on the spices comment. Would the expectation be you can catch up the pricing in the fourth quarter to get back to sort of historical margins? Or do you think it will take you into '26?
Kenneth Charles Keller, CEO
I believe we will fully recover from the impact of tariffs by 2026, but we should be able to mitigate some of that effect by the fourth quarter. The timing of retailer pricing actions will be a factor we need to manage. Additionally, certain food service and private-label contracts have specific windows for pricing adjustments, so we will need to navigate those timelines carefully.
Hale Holden, Analyst
And then last question I had was in the disclosure in the Q around Le Sueur and the expectation for a potential write-down in the third quarter seems to imply that we could get more asset sale announcements by the end of the third quarter. Is that the right interpretation?
Bruce C. Wacha, CFO
Yes, at some point this year. We previously mentioned a strategic review last year, and we anticipated it would likely occur in 2025. Le Sueur is the first component, and we're currently in discussions with potential strategic buyers for each part. M&A processes take time, and predicting timing can be challenging, but we are making progress on these matters, if that answers your question.
Operator, Operator
Our next question comes from Karru Martinson from Jefferies.
Karru Martinson, Analyst
Just for clarity, if Green Giant or frozen vegetables generated $396 million in sales last year, after excluding Le Sueur, we are looking at approximately $360 million in remaining sales potential for divestitures.
Kenneth Charles Keller, CEO
Give or take.
Karru Martinson, Analyst
And how much of that is just in Canada, you said Le Sueur is smaller. The Green Giant in Canada, I would assume is smaller as well.
Kenneth Charles Keller, CEO
No, no. Green Giant is the #1 brand in Canada. So it's kind of disproportionately larger than the U.S. business.
Bruce C. Wacha, CFO
So it's about $100-plus million of sales in Canada.
Kenneth Charles Keller, CEO
In Canada, we include both frozen and shelf-stable products. Canned vegetable items are doing particularly well as part of the frozen category, making it our top brand in both segments. In the U.S., we focus solely on frozen products under the Green Giant brand, where we rank as the second brand.
Karru Martinson, Analyst
Okay. And then when you're looking at divestitures, you mentioned in conversations. Is the objective to try to do this all at once? Or will it kind of continue to be these smaller sales as we move assets off the balance sheet?
Bruce C. Wacha, CFO
Yes, it's unlikely that it's all going to be at once. The Le Sueur transaction signed and closed; that was done on Friday cash in the bank.
Operator, Operator
Our next question comes from Carla Casella from JPMorgan.
Carla Marie Casella Hodulik, Analyst
You mentioned trade spend and timing with Easter. In general, are you observing a significant change in trade spend when planning for the third quarter and the latter half of the year? Are there any categories, particularly those that are promotional or requesting more trade spend?
Kenneth Charles Keller, CEO
I think we will probably see an increase in trade spending in the second half of the year, but it will not be close to the levels we experienced in the first half. Promotional and merchandising spending have become a bit more competitive, and we have taken the necessary steps to remain competitive. Some of this trade spending reflects lower prices on items like Crisco and others where we have seen year-over-year declines in commodity prices. We have adjusted our pricing accordingly, but I anticipate a much smaller year-over-year increase in trade spending in the back half since we began ramping up our promotional efforts back to pre-COVID levels last fall, which we will be comparing against this year. So, if we were up around 130 to 140 basis points in the first half, we will not see an increase anywhere near that level in the second half.
Carla Marie Casella Hodulik, Analyst
Okay. Great. And then the inventory related to La Sueur that comes out in the third quarter, is that $59 million?
Bruce C. Wacha, CFO
No. The $59 million was effectively the purchase price, which included a favorable working capital adjustment that we haven't disclosed. We've mentioned previously that Don Pepino and Le Sueur are both profitable, small businesses. They operate on a pack plan model where you buy a year’s worth of inventory and sell it through. In an M&A transaction, you usually assess things based on an average inventory basis that has some movement during the year. We sold Don Pepino before the pack and La Sueur after the pack, which gave us a slight advantage. We received fair prices for both transactions with reasonable multiples, and both are contributing to deleveraging on a ratio basis.
Carla Marie Casella Hodulik, Analyst
Okay. That's great. And then just given the changes in the business and the asset sales, has your mix of foodservice overall changed dramatically? Food service versus retail?
Bruce C. Wacha, CFO
Only in the sense that La Sueur was all branded retail business.
Kenneth Charles Keller, CEO
Relatively small. The portfolio.
Bruce C. Wacha, CFO
And then Don Pepino is probably a split, but it's like $15 million of sales. So it probably doesn't really move the needle. But yes, we'd be lower food service today than slightly lower end, but not certainly not anything that might change our competitiveness in that category.
Kenneth Charles Keller, CEO
Very little change overall.
Bruce C. Wacha, CFO
Yes. Thank you.
Operator, Operator
Ladies and gentlemen, that does conclude today's question-and-answer session as well as our conference call. We thank you for attending today's presentation. You may now disconnect your lines.