MZTI 10-K & 10-Q changes, risk factors and insider trading
Marzetti Co. · Nasdaq · Canned, Frozen & Preservd Fruit, Veg & Food Specialties · CIK 57515 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may not realize the anticipated benefits of our acquisition of Bachan’s, Inc., and the integration of the acquired business may disrupt our operations, divert management attention, or result in unanticipated costs or liabilities.”
New heading “Our Credit Agreement requires us to comply with certain restrictive covenants that impose restrictions on our operations, which could adversely affect our business.”
New heading “We may require significant capital expenditures to acquire new and maintain, improve or replace existing infrastructure and facilities, which could adversely affect our cash flows.”
New heading “We may be required to incur significant costs or make operational changes to convert to more sustainable packaging, and our failure to do so effectively could adversely affect our business, reputation, results of operations, financial condition and cash flows.”
Removed heading “We may require significant capital expenditures to maintain, improve or replace aging infrastructure and facilities, which could adversely affect our cash flows.”
Largest changes
“Sustainable packaging materials may be more expensive than conventional packaging materials, may be less available in sufficient quantities or on acceptable terms, may require longer lead times, or may not perform as well in preserving product quality, freshness, shelf life, food safety, transportation durability or consumer convenience. …”see in full comparison
“We may be adversely affected by actual or perceived food-safety incidents, including foodborne illness outbreaks, recalls, investigations or public health advisories involving products, ingredients, suppliers, customers, competitors or food categories that we do not manufacture or supply. …”see in full comparison
“Our Credit Agreement also contains customary events of default, including failure to comply with certain financial and other covenants. Upon a default that is not cured or waived within the applicable cure period, our outstanding obligations may be accelerated, in addition to other remedies that are available to our lenders. …”see in full comparison
“Our Credit Agreement requires us to comply with certain restrictive covenants that impose restrictions on our operations, which could adversely affect our business.”see in full comparison
“The First Amendment to our Credit Agreement dated March 4, 2026 with The Huntington National Bank and Bank of America, N.A. as Co-Syndication Agents, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other lenders named therein (as amended, the “Credit Agreement”) increased our revolving credit commitment and provided for an additional term loan in connection with our acquisition of Bachan’s Inc. The First Amendment did not materially change the restrictive covenants or financials covenant levels described below. …”see in full comparison
“The integration process may be more difficult, costly, or time-consuming than expected and could result in the loss of key employees whose expertise and relationships were central to the brand's pre-acquisition growth, challenges in maintaining the strength and growth of the Bachan’s brand, operational or supply chain disruptions including those in connection with introductions of new products or new contract manufacturers, failure to achieve projected cost synergies, the diversion of management's attention from other business priorities, and the incurrence of significant integration …”see in full comparison
Full comparison: every changed paragraph (29)
The following disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future and are not intended to be a representation as to whether or not such factors have or have not previously occurred. If any of the following risks occur, our business, results of operations, financial condition and cash flows could be materially and adversely affected. These described risks are not the only risks facing us. Additional risks and uncertainties not known to us or that we deem to be immaterial also may materially adversely affect our business, results of operations, financial condition and cash flows. If any of these risks were to materialize, the value of our common stock could decline significantly.
We may be subject to a loss of sales or increased costs due to adverse publicity or consumer concern regarding the safety, quality or healthfulness of food products, whether with our products, competing products or other related food products.products supplied by third parties.
We are highly dependent upon consumers’ perception of the safety, quality and possible dietary attributes of our products. As a result, substantial negative publicity concerning one or more of our products, or other foods similar to or inconsumed the same food group aswith our products, could lead to lower demand for our products, reduced prices and lost sales. Substantial negative publicity, even when false or unfounded, could also hurt the image of our brands or cause consumers to choose other products or avoid categories in which we operate. Any of these events could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We may be adversely affected by actual or perceived food-safety incidents, including foodborne illness outbreaks, recalls, investigations or public health advisories involving products, ingredients, suppliers, customers, competitors or food categories that we do not manufacture or supply. Such events have adversely affected, and may in the future adversely affect, demand for our products, including by causing consumers to avoid affected restaurants, retailers, menu items or food categories; causing our customers to reduce orders, modify menus, temporarily close locations or otherwise alter their operations; disrupting supply chains; or resulting in adverse publicity affecting the food industry or categories in which we operate. Even when our products are not implicated, these events have reduced, and may in the future reduce, demand for our products and sales, increase our costs or otherwise have a material adverse effect on our business, results of operations, financial condition and cash flows.
RISKS RELATED TO OUR BUSINESS AND OPERATIONS
We may not realize the anticipated benefits of our acquisition of Bachan’s, Inc., and the integration of the acquired business may disrupt our operations, divert management attention, or result in unanticipated costs or liabilities.
On May 1, 2026, we acquired Bachan’s, Inc. (“Bachan’s”) for approximately $400 million, subject to customary adjustments, in a transaction funded through a combination of cash on hand and borrowings under our credit facility. As the largest acquisition in our history, the success of this transaction depends on our ability to effectively integrate Bachan’s operations, products and personnel and to achieve the anticipated strategic and financial benefits.
The integration process may be more difficult, costly, or time-consuming than expected and could result in the loss of key employees whose expertise and relationships were central to the brand's pre-acquisition growth, challenges in maintaining the strength and growth of the Bachan’s brand, operational or supply chain disruptions including those in connection with introductions of new products or new contract manufacturers, failure to achieve projected cost synergies, the diversion of management's attention from other business priorities, and the incurrence of significant integration, transaction, or other costs and liabilities that were not anticipated. In addition, Bachan’s future growth rates may not meet our expectations, which could adversely affect our ability to generate expected returns on the acquisition and lead to impairment charges related to the intangible assets recorded in connection with the transaction.
If we are unable to successfully integrate Bachan’s or if the acquired business does not perform as anticipated, our results of operations, financial condition, cash flows, and return on our investment in the acquisition could be materially adversely affected.
Our Credit Agreement requires us to comply with certain restrictive covenants that impose restrictions on our operations, which could adversely affect our business.
The First Amendment to our Credit Agreement dated March 4, 2026 with The Huntington National Bank and Bank of America, N.A. as Co-Syndication Agents, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other lenders named therein (as amended, the “Credit Agreement”) increased our revolving credit commitment and provided for an additional term loan in connection with our acquisition of Bachan’s Inc. The First Amendment did not materially change the restrictive covenants or financials covenant levels described below. The Credit Agreement imposes certain customary operating and financial covenants and restrictions on us, including our ability to incur additional indebtedness, sell assets, engage in acquisitions, grant liens on assets, and make certain other changes, subject to certain exceptions set forth therein. Our Credit Agreement also requires us to maintain a consolidated net leverage ratio not greater than 3.5 to 1 and an interest coverage ratio not less than 2.5 to 1 at the end of each fiscal quarter and limits investments and acquisitions over $150 million if our consolidated leverage ratio equals or exceeds 3.25 to 1. The covenant calculations are defined more specifically in the Credit Agreement.
Our Credit Agreement also contains customary events of default, including failure to comply with certain financial and other covenants. Upon a default that is not cured or waived within the applicable cure period, our outstanding obligations may be accelerated, in addition to other remedies that are available to our lenders. If the lenders accelerate payment of indebtedness, our assets may not be sufficient to repay in full our indebtedness, and we may need to reduce or curtail uses of cash, including dividend payments, share repurchases, acquisitions, or capital expenditures, which could limit our ability to respond to market conditions, pursue strategic opportunities, or otherwise conduct our operations.
An increase in interest rates would have an adverse effect on our results of operations, as we have exposure to variable interest rates tied to SOFR or an alternate base rate defined in the Credit Agreement.
Additionally, our capital resources may not be sufficient to satisfy our liquidity needs, and we may seek to obtain additional debt financing, which would result in increased expenses. We may not be able to obtain additional financing, if required, in amounts or on terms acceptable to us, or at all. If we are not able to obtain additional financing, we may be required to reduce discretionary spending; delay strategic initiatives; seek additional financing on less favorable terms; or take other actions to meet our liquidity needs. Any such developments could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
We have previously experienced labor shortages, increased labor costs and increased employee turnover,turnover. which were due in part to the COVID-19 pandemic and the related policies and mandates and exacerbated by inflationary costs. In this increasingly tight and competitive labor market, aA sustained labor shortage or increased turnover rates within our workforce, or the workforce of any of our significant vendors, suppliers and other parties with which we do business, could lead to production or shipping delays and increased costs, including increased wages to attract and retain employees and increased overtime to meet demand. Changes in immigration laws and policies or the enforcement of such laws or policies could also make it more difficult for us to recruit or retain skilled employees. In addition, our ability to recruit and retain a highly skilled and diverse workforce at our corporate offices, manufacturing facilities and other work locations could be adversely impacted if we fail to respond adequately to rapidly changing employee expectations regarding fair compensation, an inclusive workplace, flexible working arrangements or other matters. These factors could have a material adverse impact on our business, results of operations, financial condition and cash flows.
We rely on third-party carriers to transport our products. Our ability to obtain adequate and reasonably priced methods of transportation to distribute our products, including refrigerated trailers for many of our products, is a key factor to our success. Delays in transportation, including weather-related delays and disruptions due to a pandemic or similar public health emergency, geopolitical conflict, armed hostilities or any related disruption to global energy markets, supply chains or transportation networks could have a material adverse effect on our business and results of operations. Further, higher fuel costs and increased line haul costs due to industry capacity constraints, customer delivery requirements and a more restrictive regulatory environment or other events affecting global energy markets could negatively impact our financial results. We are often required to pay fuel surcharges that fluctuate with the price of diesel fuel to third-party transporters of our products, and, during periods of fast-rising fuel prices, such surcharges can be substantial. If we were unable to pass higher freight costs to our customers in the form of price increases, those higher costs could have a material adverse effect on our business, results of operations, financial condition and cash flows. In addition, we do not own a portion of our warehouse facilities as they are leased by us from third parties. If we require additional warehousing capacity or any of our warehouse capacity is unexpectedly decreased or compromised, particularly with respect to our frozen warehouse capacity, we could experience increased costs, decreased customer service levels, and lost revenue.revenue, which could reduce funds available for other business purposes.
We believe that our labor relations with employees under collective bargaining contracts are satisfactory, but our inability to negotiate the renewal of any collective bargaining agreements, including the agreement at our Vineland, New Jersey facility, which is currently scheduled to expire in December 2025, or any prolonged work stoppages or other types of labor unrest could in some cases impair our ability to supply our products to customers, which could result in reduced sales and may distract our management from focusing on other aspects of our business and strategic priorities. Any of these activities could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We may require significant capital expenditures to maintain, improve or replace aging infrastructure and facilities, which could adversely affect our cash flows.
Some of our infrastructure and facilities have been in service for many years, which may result in a higher level of future maintenance costs and unscheduled repairs. Further, a portion of our infrastructure and facilities may need to be improved or replaced to maintain or increase operational efficiency, sustain production capacity, or meet changing regulatory requirements. A significant increase in maintenance costs and capital expenditures could adversely affect our financial condition, results of operations and cash flows. In addition, a failure to operate our facilities optimally could result in declining customer service capabilities, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
If we are unable to consummate, successfully integrate and grow these acquisitions or realize contemplated revenue growth, synergies and cost savings, our financial results could be adversely affected. In addition, we may, from time to time, divest or seek to divest businesses, product lines or other operations that are less of a strategic fit within our portfolio or do not meet our growth or profitability targets, particularly as customer demands evolve in the face of inflationary and other broader market factors. We may not be able to consummate any such divestitures on favorable terms or at all, in which case we may determine to exit the business, product line or other operations. As a result, our profitability may be adversely affected by losses onresulting from the salessale of divested assets or lost operating income or cash flows from those businesses. We may also incur asset impairment or restructuring charges related to acquired or divested assets, which may reduce our profitability and cash flows.
We may require significant capital expenditures to acquire new and maintain, improve or replace existing infrastructure and facilities, which could adversely affect our cash flows.
Some of our infrastructure and facilities have been in service for many years, which may result in a higher level of future maintenance costs and unscheduled repairs. Further, we may need to acquire new facilities or make significant investments to expand or improve a portion of our infrastructure and facilities to maintain or increase operational efficiency, sustain production capacity, or meet changing regulatory requirements. A significant increase in maintenance costs and capital expenditures could limit our flexibility to fund or pursue other business operations and adversely affect our financial condition, results of operations and cash flows. In addition, a failure to operate our facilities optimally could result in declining customer service capabilities, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We may be required to incur significant costs or make operational changes to convert to more sustainable packaging, and our failure to do so effectively could adversely affect our business, reputation, results of operations, financial condition and cash flows.
Our regulators, customers, consumers, and other stakeholders are increasingly focused on the environmental impact of packaging, including the use of recyclable, reusable, compostable, reduced-plastic or other more sustainable packaging materials. In addition, federal, state and local governments have adopted, and may continue to adopt, laws and regulations relating to packaging and waste management, including extended producer responsibility laws and regulations, recycled-content requirements, restrictions on certain packaging materials or substances, labeling and recyclability claims, and other requirements intended to reduce packaging waste or increase packaging recyclability.
Responding to these expectations and requirements may require us to redesign product packaging, qualify new materials or suppliers, change manufacturing equipment or production processes, modify product specifications, conduct additional product testing, update labeling or claims, and incur additional compliance, reporting, administrative and other costs. We expect that, within the next few years, our efforts to convert portions of our packaging portfolio to more sustainable packaging will require us to make additional investments or accept increased prices from suppliers. These costs may be higher than expected, may not be recoverable through pricing actions or productivity improvements, and may reduce funds available for other uses, including working capital, capital expenditures, acquisitions, dividend payments or share repurchases.
Sustainable packaging materials may be more expensive than conventional packaging materials, may be less available in sufficient quantities or on acceptable terms, may require longer lead times, or may not perform as well in preserving product quality, freshness, shelf life, food safety, transportation durability or consumer convenience. If we are unable to source sustainable packaging materials that meet our operational, cost, food safety, quality, customer and consumer requirements, or if packaging changes result in product damage, spoilage, recalls, production inefficiencies, supply disruptions or reduced consumer acceptance, we may face litigation, enforcement actions, penalties, required corrective actions, adverse publicity or damage to our brands and reputation. Any of these developments could have a material adverse effect on our business, results of operations, financial condition and cash flows.
These potential acquisitions or divestitures present financial, managerial and operational challenges, including diversion of management attention from ongoing businesses, difficulty with integrating or separating personnel and financial and other systems, increased expenses, assumption of unknown liabilities, indemnities and potential disputes with the buyers or sellers.
We believe that our labor relations with employees under collective bargaining contracts are satisfactory, but our inability to negotiate the renewal of any collective bargaining agreements, none of which will expire within one year, or any prolonged work stoppages or other types of labor unrest could in some cases impair our ability to supply our products to customers, which could result in reduced sales and may distract our management from focusing on other aspects of our business and strategic priorities. Any of these activities could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Sales to Chick-fil-A in our Foodservice segment, which are primarily made indirectly through several foodservice distributors, represented 23% and 21% of consolidated net sales for each of the years ended June 30, 20252026 and 2024.2025, respectively. Chick-fil-A, like most of the other national chain restaurants with which we work, has a direct relationship with us for culinary research and development, menu development and production needs but purchases some of our products indirectly through distributors. Those distributors order our products on behalf of Chick-fil-A, and we invoice the distributors. We cannot ensure that we will be able to maintain good relationships with Chick-fil-A or any such distributors in the future. We do not have any long-term purchase commitments from Chick-fil-A or such distributors, and we may be unable to continue to sell our products in the same quantities or on the same terms as in the past. The loss of, or a significant reduction in, this business could have a material adverse effect on our sales and profitability. Further, unfavorable changes in the financial condition of Chick-fil-A or any significant distributor, or other disruptions to their respective businesses, such as decreased consumer demand or stronger competition, could also have a material adverse effect on our business, results of operations, financial condition and cash flows.
Management's Discussion & Analysis (MD&A)
New heading “The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto in Item 8 of this Annual Report on Form 10-K.”
New heading “We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). We have also presented Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income and Adjusted Net Income Per Diluted Share, each of which is considered a non-GAAP financial measure, to supplement the financial information included in this report. Refer to the “Reconciliation of GAAP to non-GAAP Financial Measures” section below for additional information and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.”
New heading “Interest Expense”
New heading “RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES”
New heading “Business Combinations, Goodwill and Other Intangible Assets”
Largest changes
“Adjusted Operating Income and Adjusted Diluted EPS are non-GAAP financial measures that exclude certain items affecting comparability, which can impact the analysis of our underlying core business performance and trends. The following table presents a reconciliation between 1) operating income as reported in accordance with GAAP and Adjusted Operating Income and 2) diluted EPS as reported in accordance with GAAP and Adjusted Diluted EPS for the years ended June 30, 2026, 2025 and 2024. …”see in full comparison
“In 2024, we committed to a plan to exit our perimeter-of-the-store bakery product lines and close our Flatout flatbread facility in Saline, Michigan and our Angelic Bakehouse sprouted grain bakery facility in Cudahy, Wisconsin. Production at these facilities ceased in March 2024, and we completed the divestiture of the real estate and manufacturing equipment at these locations during the quarter ended June 30, 2024. …”see in full comparison
“In 2024, costs related to our decision to exit our perimeter-of-the-store bakery product lines reduced diluted earnings per share by a total of $0.49. These exit costs included restructuring and impairment charges, which reduced diluted earnings per share by $0.42, and the inventory write-down, which reduced diluted earnings per share by $0.07. In 2024, expenditures for Project Ascent reduced diluted earnings per share by $0.23.”see in full comparison
“Business Combinations, Goodwill and Other Intangible Assets”see in full comparison
Cash provided by operating activities insee in full comparison20252026 totaled$261.5$283.8 million, an increase of4.0%8.5% as compared with the20242025 total of$251.6$261.5 million. The20252026 increase was primarily due tohigherthenetchangeincome,in deferred income taxes resulting from tax timing benefits of thecurrent-yearOnenoncashBigpensionBeautifulsettlementBillchargeAct,andwhichhigherwasnoncashenacteddepreciationinandJulyamortization2025.expense, as partially offset byThe unfavorable year-over-year changes in net working capitaland lower noncash restructuring and impairment charges. The unfavorable net working capital changesreflected the impact of aprior-yearcurrent-yeardeclineincrease inaccountsinventories,receivablereflectingandhigher levels of finished goods on-hand, which was largely offset by aprior-yearcurrent-year increase in accountspayable,payable.partiallyHigher net income was offset byathe impacts of the current-year gain on sale of property and the prior-yearincreasenoncashinpensioninventories.settlement charge.
“We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). We have also presented Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income and Adjusted Net Income Per Diluted Share, each of which is considered a non-GAAP financial measure, to supplement the financial information included in this report. …”see in full comparison
Full comparison: every changed paragraph (68)
The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto in Item 8 of this Annual Report on Form 10-K.
We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). We have also presented Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income and Adjusted Net Income Per Diluted Share, each of which is considered a non-GAAP financial measure, to supplement the financial information included in this report. Refer to the “Reconciliation of GAAP to non-GAAP Financial Measures” section below for additional information and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto in Item 8 of this Annual Report on Form 10-K. The forward-looking statements in this section and other parts of this report involve risks, uncertainties and other factors, including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Forward-Looking Statements” and those set forth in Item 1A of this Annual Report on Form 10-K.
•demonstrated success with strategic licensing programs in Retail through both new and established relationships in the foodservice industry and new relationships;
With respect to our long-term growth,growth strategy, in addition to complementary acquisitions, we continually evaluate the future opportunities and needs for our business specific to our plant infrastructure, production capacity and IT platforms and other initiatives to support and strengthen our operations. Recent examples of resulting investmentsstrategic actions include:
•the acquisition of Bachan’s, Inc. (“Bachan’s”), the rapidly growing Japanese Barbecue Sauce brand known for its authentic, clean-label products, in May 2026;
•the acquisitionclosure of aour sauce and dressing production facility in Milpitas, California during the Atlanta,quarter Georgiaended areaSeptember in February30, 2025; and
•the acquisition of a sauce and dressing production facility in the Atlanta, Georgia area in February 2025.
•a significant capacity expansion project for our Marzetti dressing and sauce facility in Horse Cave, Kentucky that was fully operational beginning in March 2023; and
•our enterprise resource planning system (“ERP”) project and related initiatives, Project Ascent, that reached completion of the implementation phase in August 2023.
Project Ascent entailed the replacement of our primary customer and manufacturing transactional systems, warehousing systems, and financial systems with an integrated SAP S/4HANA system. Implementation of this system began in July 2022 and continued throughout fiscal 2023. Customer fulfillment levels remained strong before and after the initial system cutover with no unplanned disruptions in receiving orders, producing products or shipping orders. During fiscal 2023, we progressed through our ERP implementation with no major disruptions. We completed the final wave of the implementation phase in August 2023 as planned and have shifted our focus towards leveraging the capabilities of our new ERP system.
Consolidated net sales for the year ended June 30, 20252026 increased 2.0%1.1% to a new record of $1,909.1$1,929.8 million from the prior-year record total of $1,871.8$1,909.1 million,million. reflecting higherThe net sales forgrowth was driven by higher pricing in both the Retail and Foodservice segments drivenin primarilyresponse byto increased volumeinput andcosts, mix.incremental Year-over-yearsales comparisonsresulting forfrom the Retailacquisition segmentof wereBachan’s unfavorablythat impactedwas bycompleted prior-yearon May 1, 2026, incremental sales attributed to the perimeter-of-the-store bakery product lines we exited in March 2024. Year-over-year comparisons for the Foodservice segment were favorably impacted byfrom a temporary supply agreement (“TSA”), resultingand higher sales volumes in our Foodservice segment. These favorable factors were partially offset by the impact of lower sales volumes in our Retail segment. The TSA sales, all of which are reported in our Foodservice segment, resulted from our acquisition of a sauce and dressing production facility located in Atlanta, Georgia (“Atlanta plant”). The acquisition was completed in February 2025. The TSA sales commenced in March 2025 forand aconcluded period of up to 12 months. Breaking downduring the 2.0%quarter increaseended inMarch consolidated31, net sales as summarized in the table below, higher core volumes and product mix contributed approximately 220 basis points, as partially offset by approximately 90 basis points attributed to the exited perimeter-of-the-store bakery product lines. The incremental sales attributed to the TSA accounted for 80 basis points.2026.
Breaking down the 1.1% increase in consolidated net sales as summarized in the table below, lower core volumes and product mix accounted for a decrease of approximately 90 basis points, the net pricing impact accounted for an increase of approximately 90 basis points, incremental sales from Bachan’s contributed approximately 80 basis points, and incremental sales attributed to the TSA added approximately 30 basis points. Excluding all sales attributed to the TSA, Adjusted Consolidated Net Sales for the year ended June 30, 2026 increased 0.8% to $1,909.4 million.
Consolidated sales volumes, measured in pounds shipped, increaseddecreased 1.2%0.2% for the year ended June 30, 2025.2026. Excluding the impact of all sales attributed to both the exited perimeter-of-the-store bakery product lines and the TSA, consolidated sales volumes increaseddecreased 0.9%.0.6%.
Consolidated gross profit increased 4.7% to $477.3 million in 2026 compared to $455.6 million in 2025. Consolidated gross profit benefited from our cost savings programs, as partially offset by the unfavorable impacts of a less favorable sales mix and lower core sales volumes. Reported gross margin improved 80 basis points while Adjusted Gross Margin increased 100 basis points.
Consolidated gross profit increased 5.4% to $455.6 million in 2025 compared to $432.3 million in 2024 driven by the positive impacts of our cost savings programs, volume growth and some modest cost deflation.
Selling, general and administrative (“SG&A”) expenses increased 10.6% to $254.6 million in 2026 compared to $230.2 million in 2025. SG&A expenses in the current year included $14.5 million in incremental expenditures attributed to the Bachan’s acquisition transaction costs in addition to $1.6 million in incremental noncash amortization expense for Bachan’s intangible assets. SG&A expenses in the prior year included $3.8 million in incremental expenditures attributed to the Atlanta plant acquisition. Excluding these items, SG&A expenses grew 5.3%, or $12.0 million, in 2026 driven by $4.8 million in incremental core SG&A expenses for Bachan’s and increased investments in IT and personnel.
Selling, general and administrative (“SG&A”) expenses increased 5.6% to $230.2 million in 2025 compared to $218.1 million in 2024. This increase includes investments in IT to support the continued growth of our business and $3.8 million in incremental expenditures attributed to the Atlanta plant acquisition, as partially offset by prior-year expenses for Project Ascent. The incremental acquisition-related expenditures were primarily comprised of legal and professional fees.
Expenses attributed to Project Ascent, our ERP initiative, were included within Corporate Expenses and classified separately through 2024. A portion of the costs classified as Project Ascent expenses represent ongoing costs that have continued subsequent to the completion of our ERP implementation in 2024. Beginning in 2025, these ongoing costs are no longer classified separately as Project Ascent expenses.
RestructuringRestructuring, Impairment and ImpairmentOther, ChargesNet
In 2025, we committed to a plan to close our sauce and dressing production facility in Milpitas, California as part of our ongoing strategic initiative to better optimize our manufacturing network. Production at the facility is expected to concludeconcluded in the quarter ending September 30,August 2025. In 2026 and 2025, we recorded restructuring and impairment charges of $1.4 million and $4.5 millionmillion, respectively, related to this closure. These charges consisted of impairment charges for personal property and operating lease right-of-use assets, one-time termination benefits,benefits and other closing costs. In 2026, we also recorded a gain of $18.5 million on the sale of the related real property. The operations of this facility were not classified as discontinued operations as the closure did not represent a strategic shift that would have a major effect on our operations or financial results.
In 2026, we also recorded a noncash impairment charge of $1.1 million related to manufacturing equipment, net of a recovery through an insurance claim. This amount was reflected in our Foodservice segment.
In 2024, we committed to a plan to exit our perimeter-of-the-store bakery product lines and close our Flatout flatbread facility in Saline, Michigan and our Angelic Bakehouse sprouted grain bakery facility in Cudahy, Wisconsin. Production at these facilities ceased in March 2024, and we completed the divestiture of the real estate and manufacturing equipment at these locations during the quarter ended June 30, 2024. The operations of these facilities were not classified as discontinued operations as the closures did not represent a strategic shift that would have a major effect on our operations or financial results. In 2024, we recorded restructuring and impairment charges of $14.9 million related to these closures, as well as $2.6 million recorded in Cost of Sales for the write-down of inventories. The restructuring and impairment charges, which consisted of impairment charges for fixed assets and intangible assets, one-time termination benefits and other closing costs, were not allocated to our two reportable segments due to their unusual nature whereas the $2.6 million write-down of inventories was recorded in our Retail segment.
Operating income increased 8.3% to $238.7 million in 2026 compared to $220.3 million in 2025 due to the increase in gross profit and the favorable year-over-year change in Restructuring, Impairment and Other, which were partially offset by the higher SG&A expenses. Excluding the current-year net benefit and the prior-year expense in Restructuring, Impairment and Other, the current-year and prior-year acquisition costs in SG&A and Bachan’s current-year intangible asset amortization in SG&A, Adjusted Operating Income increased $9.6 million to $238.8 million.
Operating income increased 10.5% to $220.3 million in 2025 compared to $199.4 million in 2024 due to the increase in gross profit and lower restructuring and impairment charges, as partially offset by the higher SG&A expenses.
The following table presents a reconciliation between operating income as reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and adjusted operating income, which is a non-GAAP financial measure. Adjusted operating income excludes certain items affecting comparability that can impact the analysis of our underlying core business performance and trends. Management uses this non-GAAP measure in preparation of our annual operating plan and for our monthly analysis of operating results. The excluded items consist of costs related to restructuring or acquisition activities.
Interest Expense
Interest expense totaled $1.8 million in 2026 related to borrowings under our unsecured credit facility. See further discussion in Note 3 to the consolidated financial statements.
Prior to November 30, 2024, we sponsored multiple defined benefit pension plans that covered certain former employees under collective bargaining contracts related to closed or sold operations. All these plans were previously frozen. In August 2024, our Board of Directors approved the merger of all five pension plans and the termination of the resulting merged plan. The merged plan was terminated effective November 30, 2024. Lump sum distributions and annuity purchases from a highly rated insurance company were completed in December 2024. As a result of the pension termination, we incurred a one-time noncash settlement charge of $14.0 million in 2025. See further discussion in Note 11 to the condensed consolidated financial statements.
Other, net resulted in a benefit of $7.1$5.0 million in 20252026 compared to a benefit of $6.2$7.1 million in 2024.2025. This change primarily reflects higherlower interest income.
In 2026, the benefit in Restructuring, Impairment and Other, Net increased diluted earnings per share by $0.60. Costs related to the Bachan’s acquisition reduced diluted earnings per share by $0.41 and amortization of intangible assets reduced diluted earnings per share by $0.05.
Refer to the “Reconciliation of GAAP to non-GAAP Financial Measures” section below for additional information.
In 2024, costs related to our decision to exit our perimeter-of-the-store bakery product lines reduced diluted earnings per share by a total of $0.49. These exit costs included restructuring and impairment charges, which reduced diluted earnings per share by $0.42, and the inventory write-down, which reduced diluted earnings per share by $0.07. In 2024, expenditures for Project Ascent reduced diluted earnings per share by $0.23.
In 2026, net sales for the Retail segment totaled $1,002.8 million, a 0.1% decrease from the prior-year record of $1,003.4 million, due to a decline in sales volumes as partially offset by the incremental sales from Bachan’s and some inflationary pricing. Sales highlights for the current-year period included continued strong growth for our category-leading New York BakeryTM frozen garlic bread products and expanding distribution for our recently introduced Texas Roadhouse® dinner rolls. Retail segment sales volumes, measured in pounds shipped, decreased 1.9%. Excluding Bachan’s, Retail segment sales volumes declined 3.2%, which includes the unfavorable impact of reduced sales into the club channel..
In 2025, net sales for the Retail segment reached a record $1,003.4 million, a 1.5% increase from the prior-year total of $988.4 million, reflecting higher sales volumes. Year-over-year comparisons for the Retail segment were unfavorably impacted by prior-year sales attributed to the perimeter-of-the-store bakery product lines we exited in March 2024. Excluding the exited product lines, Retail net sales increased 3.3%. Retail segment net sales growth was driven by our licensing program led by Texas RoadhouseTM dinner rolls, Chick-fil-A® sauces and Subway® sauces. Our new gluten-free New York BakeryTM frozen garlic bread also added to the growth in Retail net sales. Retail segment sales volumes, measured in pounds shipped, increased 1.6%. Excluding the impact of all sales attributed to the exited perimeter-of-the-store bakery product lines, Retail sales volumes increased 2.9%.
In 2025,2026, Retail segment operating income increaseddecreased $4.0$8.0 million, or 1.9%,3.8%, to $211.7$203.7 million due to the higherlower sales volumevolumes and moreinflationary favorablecosts, salesas mix,partially offset by our cost savings programs and some modestinflationary cost deflation, as partially offset by higher sales and marketing costs as we invested to support the growth of our brands.pricing.
In 2025,2026, Foodservice segment net sales increased 2.5%2.4% to a new record $905.7of $927.1 million from thelast 2024year’s totalrecord of $883.3$905.7 million driven by increased demand from several of our national chain restaurant account customerscustomers, the benefit of inflationary pricing, and growth for our Marzetti® branded Foodservice products. In the backhigher halfTSA of the fiscal year, Foodservice segment net sales were unfavorably impacted by menu changes implemented by two of our national chain restaurant customers as they shifted their focus to value offerings.sales. Excluding all sales attributed to the TSATSA, resulting from the February 2025 Atlanta plant acquisition,Adjusted Foodservice segmentNet net salesSales increased 0.9%.1.7%. Foodservice segment sales volumes, measured in pounds shipped, increased 0.9%. Excluding all TSA sales, Foodservice segment sales volumes declinedincreased 0.3%.
In 2025,2026, Foodservice segment operating income increased 14.9%17.7% to $111.6$131.3 million driven by the beneficial impact of our cost savings programsprograms, inflationary pricing, a more favorable sales mix and costthe deflation,benefit of recent IT investments to support a more optimized trade spend system, as partially offset by higher supply chaininflationary costs.
In 2025,2026, corporate expenses totaled $97.9$113.4 million as compared to $90.5$97.9 million in 2024.2025. ThisExcluding acquisition-related expenses, this increase was primarily reflectsdriven by increased investments in ITpersonnel and IT. Corporate expenses in the current year included $14.5 million in incremental expenditures attributed to supportthe Bachan’s acquisition. Corporate expenses in the continuedprior growthyear of our business andincluded $3.8 million in incremental expenditures attributed to the Atlanta plant acquisition, as partially offset by prior-year expenses for Project Ascent.acquisition.
For 2026,2027, in addition to incremental sales attributed to the Bachan’s acquisition, we anticipateexpect Retail segment sales will continue to benefit from volumenew growth,items withwe contributionsrecently fromlaunched or have planned for introduction in the year ahead for both our licensinglegacy programbrands and ourlicensing Marzetti®, New York BakeryTM, and Sister Schubert’s® brands.program. In the Foodservice segment, we expect sales to beremain supported by select quick-service restaurant customers in our mix of national chain restaurant accounts,accounts. whileNote that external factors, including U.S. economic performance and consumer behavior, may impact demand.the topline growth for both segments in the coming year. We also continue to monitor the impact of the Cyclospora outbreak on product demand and sales. With respect to our input costs, in aggregate we anticipate a modestmoderate level of inflation in fiscal 20262027 that we plan to offset through contractualinflationary pricing and our cost savings programs as we remain focused on continued margin improvement in the year ahead.improvement.
We also look forward to further incorporating our newly acquired Atlanta-based sauce and dressing plant into our manufacturing network.
While the current tariff environment entails some uncertainty, based on our understanding of currently available information for existing and proposed tariffs, we do not anticipate the performance of our business will be materially impacted by tariffs.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). In accordance with GAAP, the effects of changes in tax laws or rates are recognized in the period in which the legislation is enacted. We expect the OBBBA to primarily provide cash tax timing benefits with no material impact on our effective tax rate.
We will continue to periodically reassess our allocation of capital to ensure that we maintain adequate operating flexibility while providing appropriate levels of cash returns to our shareholders.
We maintain sufficient flexibility in our capital structure to ensure our capitalization is adequate to support our future internal growth prospects, acquire food businesses consistent with our strategic goals, and maintain cash returns to our shareholders through cash dividends and opportunistic share repurchases. Our balance sheet maintained fundamental financial strength during 2025 as weWe ended the year with $161$25 million in cash and equivalents, along with shareholders’ equity of $998$1,053 million and nooutstanding debt.debt of $200 million.
On May 1, 2026, we completed the acquisition of Bachan’s. The purchase price of $399 million, net of cash acquired, is subject to future post-closing adjustments and was financed with cash on hand and a $200 million term loan.
Under our unsecured revolving credit facility (“Facility”), which was amended in March 2026, we may borrow up to a maximum of $150$200 million at any one time.time Weon a revolving credit basis, as well as an additional $200 million under a term loan to finance our acquisition of Bachan’s. At June 30, 2026, we had noborrowings borrowingsof $200 million outstanding under the Facilityterm atloan Juneand 30,no 2025.revolving loans outstanding. At June 30, 2025,2026, we had $2.6 million of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility. The Facility expires in March 2029, and all outstanding amountsrevolving loans are then due and payable. The maturity date for the term loan is April 29, 2031; however, there is a springing maturity date of March 6, 2029, if, by December 6, 2028, the Facility termination date has not been extended to April 29, 2031 or later with an aggregate revolving commitment equal to or greater than the outstanding principal balance of the term loan. Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. LoansRevolving loans may be used for general corporate purposes. Due to the nature of its terms, when we have outstanding borrowings under the Facility, they will be classified as long-term debt.
We currently expect to remain in compliance with the Facility’s covenants for the foreseeable future. However, a default under the Facility could accelerate the repayment of any then outstanding indebtedness and limit our access to $75$200 million of additional revolving credit available under the Facility. Such an event could require a reduction in or curtailment of cash dividends or share repurchases, reduce or delay beneficial expansion or investment plans, or otherwise impact our ability to meet our obligations when due.
We believe that cash provided by operating activities and our existing balances in cash and equivalents, in addition to that available under the Facility, should be adequate to meet our core liquidity needs over the next 12 months, including the projected levels of capital expenditures and dividend payments. If we were to borrow outside of the Facility under current market terms, our average interest rate may increase and have an adverse effect on our results of operations. Based on our current plans and expectations, we believe our capital expenditures for 20262027 could total betweenapproximately $75 and $85$90 million.
Certain other contractual obligations are not recognized as liabilities in our consolidated financial statements. Examples of such obligations are commitments to purchase raw materials or packaging inventory that has not yet been received as of June 30, 2025,2026, lease commitments that have not yet commenced as wellof asJune 30, 2026, and purchase orders and longer-term purchase arrangements related to the procurement of services, including IT service agreements, and property, plant and equipment. The majority of these obligationsobligations, other than lease commitments, is expected to be due within one year.
Cash provided by operating activities and our existing balances in cash and equivalents remain the primary sources for funding our investing and financing activities, as well as financing our organic growth initiatives.
Cash provided by operating activities in 20252026 totaled $261.5$283.8 million, an increase of 4.0%8.5% as compared with the 20242025 total of $251.6$261.5 million. The 20252026 increase was primarily due to higherthe netchange income,in deferred income taxes resulting from tax timing benefits of the current-yearOne noncashBig pensionBeautiful settlementBill chargeAct, andwhich higherwas noncashenacted depreciationin andJuly amortization2025. expense, as partially offset byThe unfavorable year-over-year changes in net working capital and lower noncash restructuring and impairment charges. The unfavorable net working capital changes reflected the impact of a prior-yearcurrent-year declineincrease in accountsinventories, receivablereflecting andhigher levels of finished goods on-hand, which was largely offset by a prior-yearcurrent-year increase in accounts payable,payable. partiallyHigher net income was offset by athe impacts of the current-year gain on sale of property and the prior-year increasenoncash inpension inventories.settlement charge.
Cash used in investing activities totaled $148.2$470.0 million in 20252026 as compared to $67.4$148.2 million in 2024.2025. The 20252026 increase primarily reflects the $78.8 million of cash paid for the FebruaryMay 20252026 Bachan’s acquisition of $399.3 million compared to prior-year cash paid for the Atlanta plant acquisition,acquisition of $78.8 million, as well as prior-yeara $19.7 million increase in payments for property additions. Partially offsetting these items were current-year proceeds from the sale of property totaling $7.0$20.3 million. Payments for property additions were $9.6 million lower in the current year.
Financing activities provided net cash totaling $49.8 million in 2026 and used net cash totaling $115.3 million andin $109.22025. In 2026, net borrowing activities provided cash of $199.1 million in 2025 and 2024,were respectively.partially Theoffset vast majority of the cash used in financing activities is attributed to the payment of dividends, and the 2025 increase in cash used in financing activities primarily reflectsby higher levels of cash used for share repurchases and dividend payments. The regular dividend payout rate for 20252026 was $3.75$3.95 per share, as compared to $3.55$3.75 per share in 2024.2025. This past fiscal year marked the 62nd63rd consecutive year of increased regular cash dividends.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
We prepare our consolidated financial statements in accordance with GAAP. However, from time to time, we may present in our public statements, press releases and SEC filings, non-GAAP financial measures such as Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, and Adjusted Net Income Per Diluted Share (“Adjusted Diluted EPS”). Management considers such non-GAAP financial measures to provide useful supplemental information to investors in facilitating year-over-year comparisons by removing non-recurring items or other items that management believes do not directly reflect the underlying operations. Management uses these non-GAAP measures in the preparation of our annual operating plan and for our monthly analysis of operating results. Reconciliations of the non-GAAP measures to the most comparable GAAP financial measures are provided below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by other companies. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit and Adjusted Gross Margin are non-GAAP financial measures that exclude non-core sales and cost of sales attributed to the TSA made in connection with our February 2025 acquisition of Winland’s Atlanta-based sauce and dressing production facility. The TSA sales are included in the reported net sales for our Foodservice segment and did not contribute meaningfully to gross profit. The TSA sales commenced in March 2025 and concluded during the quarter ended March 31, 2026. The following tables present a reconciliation between net sales, cost of sales, gross profit and gross margin as reported in accordance with GAAP and Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit and Adjusted Gross Margin for the years ended June 30, 2026 and 2025.
Adjusted Operating Income and Adjusted Diluted EPS are non-GAAP financial measures that exclude certain items affecting comparability, which can impact the analysis of our underlying core business performance and trends. The following table presents a reconciliation between 1) operating income as reported in accordance with GAAP and Adjusted Operating Income and 2) diluted EPS as reported in accordance with GAAP and Adjusted Diluted EPS for the years ended June 30, 2026, 2025 and 2024. For 2026, the adjustments reflect incremental SG&A expenses attributed to the Bachan’s acquisition; incremental SG&A expenses attributed to the amortization of intangible assets resulting from the Bachan’s acquisition; and restructuring, impairment and other, net, which consists of restructuring and impairment charges resulting from the closure of our sauce and dressing production facility in Milpitas, California, the gain on the sale of the Milpitas real property, and charges related to the impairment of manufacturing equipment, net of a recovery through an insurance claim. For 2025, the adjustments reflect incremental SG&A expenses attributed to the Atlanta production facility acquisition; restructuring and impairment charges primarily related to the closure of our production facility in Milpitas, California; and the one-time noncash pension settlement charge. For 2024, the adjustments consist of a write-down of inventories and restructuring and impairment charges, both of which resulted from our decision to exit our perimeter-of-the-store bakery product lines.
Business Combinations, Goodwill and Other Intangible Assets
We account for business combinations using the acquisition method of accounting. Accordingly, the purchase price of an acquired business is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess purchase price recorded as goodwill. The determination of the fair values of assets acquired and liabilities assumed requires management to make significant estimates and assumptions, particularly with respect to acquired intangible assets. These estimates and assumptions may include forecasts of future revenues and cash flows, expected growth rates, customer attrition rates, royalty rates, useful lives, and discount rates. We generally estimate the fair value of acquired intangible assets using income-based valuation methodologies, including the relief-from-royalty method for tradenames and proprietary recipes and the multi-period excess earnings method for customer relationships.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors disclosed under Item 1A in our 2025 Annual Report on Form 10-K.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Largest changes
Adjusted Operating Income is a non-GAAP financial measure that excludes certain items affecting comparability, which can impact the analysis of our underlying core business performance and trends. The following table presents a reconciliation between operating income as reported in accordance with GAAP and Adjusted Operating Income for the three andsee in full comparisonsixnine month periods endedDecemberMarch 31,20252026 and2024.2025. The$1.7$3.5 million adjustmentinfor thereconciliationthreebelowand nine months ended March 31, 2026 reflects incremental SG&A expenses attributed to the Bachan’s acquisition. The $0.8 million adjustment for the three months endedDecemberMarch 31,20252026includesreflects a recovery through an insurance claim related to a previously recognized asset impairment charge. The $2.0 million adjustment for the nine months ended March 31, 2026 consists of $1.4 million inrestructuring and impairmentcharges related to the impairment of manufacturingequipment.equipment,Thetheremaining $0.3$0.8 millionininsurancerestructuringrecovery, andimpairment charges for the three-month period are attributed to the closure of our sauce and dressing production facility in Milpitas, California. The $2.8 million adjustment in the reconciliation below for the six months ended December 31, 2025 consists of the $1.4 million in charges for the aforementioned impairment of manufacturing equipment with the remaining$1.4 million attributed to the restructuring and impairment charges resulting from the closure of our sauce and dressing production facility in Milpitas, California. The prior-yearadjustmentadjustments of $1.7 million and $3.3 million for the three andsixnine months endedDecemberMarch 31,20242025,reflectsrespectively, reflect incremental SG&A expenses attributed to the Atlanta production facility acquisition.
Operating incomesee in full comparisongrewdecreased$2.9$0.4 million to$134.4$181.0 million for thesixnine months endedDecemberMarch 31,20252026 due tothe increase in gross profit, as partially offset bythe higher SG&A expenses and the impact of the$2.8$2.0 million net expense inrestructuringRestructuring, Impairment andimpairmentOther,charges.which were largely offset by the increase in gross profit. Excluding the current-yearrestructuringnet expense in Restructuring, Impairment andimpairmentOther,chargesas well as the current-year andtheprior-year acquisitioncosts,costs in SG&A, Adjusted Operating Income increased$4.1$1.8 million to$137.3$186.6 million.
As influenced by the factors discussed above, diluted net income per share for thesee in full comparisonsecondthird quarter of 2026 totaled$2.15,$1.35, as compared to$1.78$1.49 per diluted share in the prior year. For the three months endedDecemberMarch 31,2025,2026,restructuringcostsandrelatedimpairmenttochargesthe Bachan’s acquisition reduced diluted earnings per share by$0.05.$0.10 and the insurance recovery recorded in Restructuring, Impairment and Other increased diluted earnings per share by $0.02. For the three months endedDecemberMarch 31,2024, the pension settlement charge reduced diluted earnings per share by $0.39 and2025, costs related to theplannedAtlanta plant acquisition reduced diluted earnings per share by $0.05.
For thesee in full comparisonsixnine months endedDecemberMarch 31,2025,2026, diluted net income per share totaled$3.86,$5.21, as compared to$3.40$4.89 per diluted share in the prior year. For thesixnine months endedDecemberMarch 31,2025,2026,restructuringcostsandrelatedimpairmenttochargesthe Bachan’s acquisition reduced diluted earnings per share by$0.08.$0.10 and the net expense in Restructuring, Impairment and Other reduced diluted earnings per share by $0.06. For thesixnine months endedDecemberMarch 31,2024,2025, the pension settlement charge reduced diluted earnings per share by $0.39 and costs related to theplannedAtlanta plant acquisition reduced diluted earnings per share by$0.05.$0.09.
Operating income decreasedsee in full comparison$0.5$3.3 million to$75.2$46.6 million for the three months endedDecemberMarch 31,2025.2026. The lower level of operating income reflects the increased SG&Aexpenses and the impact of the $1.7 million in restructuring and impairment charges,expenses, as partially offset by the higher gross profit. Excluding the current-yearrestructuringinsurance recovery recorded in Restructuring, Impairment andimpairmentOther,chargesas well as the current-year andtheprior-year acquisitioncosts,costs in SG&A, Adjusted Operating Income decreased$0.4$2.3 million to$76.9$49.3 million.
Looking forward tosee in full comparisonthe back half ofour fiscalyear,fourthexcluding any impact from the planned acquisition of Bachan’s, Inc., we anticipate Retail segment sales will continue to benefit from our expanding licensing program led by Texas Roadhouse® dinner rollsquarter, in addition toinvestmentsincrementalinsalesinnovationattributed to the Bachan’s acquisition, we expect Retail sales will benefit from new product introductions including Marzetti® Protein Ranch dressing andgrowthveggie dips, a new Olive Garden® Zesty Italian dressing flavor, and the addition of a larger-sized bottle forourtheownpopularbrands.Chick-fil-A®NoteAvocadothatLimewithRanchthis year’s earlier Easter holiday, we anticipate some Retail segment sales to be pulled forward into our fiscal third quarter.dressing. In the Foodservice segment, weexpectanticipatesalescontinuedtogrowthbe supported byfrom select quick-service restaurant customers in our mix of national chain restaurantaccounts,accounts.whileNote that external factors, including U.S. economic performance and consumer behavior, may impactdemand.demand in both segments. With respect to our input costs, in aggregate we anticipate a modest level ofinflationinflationaryfor the remainder of the fiscal yearpressure that we plan to offset through contractual pricing and our cost savings programs as we remain focused on continued margin improvement.
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With respect to long-term growth, in addition to complementary acquisitions, we continually evaluate the future opportunities and needs for our business specific to our plant infrastructure, production capacity, IT platforms and initiatives to support and strengthen our operations. Recent examples of resulting strategic actions include:
•the acquisition of Bachan’s, Inc. (“Bachan’s”), the rapidly growing Japanese Barbecue Sauce brand known for its authentic, clean-label products, in May 2026;
Consolidated net sales for the three months ended DecemberMarch 31, 20252026 increaseddecreased 1.7%1.0% to $518.0$453.4 million versus $509.3$457.8 million last year, reflecting lower net sales for the Retail segment, as partially offset by higher net sales for the Foodservice segment,segment. asRetail partially offset by lowersegment net sales forwere theunfavorably Retailimpacted segment.by Netvolume declines while net sales for both segments werebenefited unfavorablyfrom impacteda bymodest corelevel volume declines and favorably impacted byof inflationary pricing. Foodservice segment net sales benefitedin fromboth incrementalthe current-year and prior-year periods included sales attributed to a temporary supply agreement (“TSA”) resulting from our acquisition of a sauce and dressing production facility located in Atlanta, Georgia (“Atlanta plant”). The acquisition was completed in February 2025. The TSA sales commenced in March 2025 and are expected to concludeconcluded during the quarter endingended March 31, 2026. Breaking down the 1.7%1.0% increasedecrease in consolidated net sales as summarized in the table below, lower core volumes and product mix accounted for a decrease of approximately 130120 basis points, the net pricing impact accounted for an increase of approximately 14030 basis points, and incrementallower sales attributed to the TSA addedaccounted for a decline of approximately 16010 basis points. Excluding all sales attributed to the TSA, Adjusted Consolidated Net Sales for the three months ended DecemberMarch 31, 20252026 increaseddecreased 0.1%0.9% to $509.8$451.8 million.
Consolidated net sales for the sixnine months ended DecemberMarch 31, 20252026 increased 3.6%2.2% to $1,011.4$1,464.8 million versus $975.9$1,433.7 million last year, reflecting higher net sales for boththe Foodservice segment, as partially offset by lower net sales for the Retail andsegment. Foodservice segmentssegment drivennet sales were favorably impacted by a more favorable product mix in our Retail segment, inflationary pricing in both segments and incremental Foodservice sales attributed to the TSA.TSA while Retail segment net sales were unfavorably impacted by core volume declines. Inflationary pricing benefited both segments. Breaking down the 3.6%2.2% increase in consolidated net sales as summarized in the table below, changes inlower core volumes and product mix accounted for ana increasedecrease of approximately 3020 basis points, the net pricing impact accounted for an increase of approximately 140110 basis points, and incremental sales attributed to the TSA added approximately 190130 basis points. Excluding all sales attributed to the TSA, Adjusted Consolidated Net Sales for the sixnine months ended DecemberMarch 31, 20252026 increased 1.7%0.9% to $992.5$1,444.4 million.
Consolidated sales volumes, measured in pounds shipped, increaseddecreased 0.3%1.8% for the three months ended DecemberMarch 31, 2025.2026. Excluding the impact of all sales attributed to the TSA, adjusted sales volumes decreased 1.5%.1.7%.
Consolidated sales volumes, measured in pounds shipped, increased 2.1%0.8% for the sixnine months ended DecemberMarch 31, 2025.2026. Excluding the impact of all sales attributed to the TSA, adjusted sales volumes weredecreased flat.0.6%.
Consolidated gross profit for the three months ended DecemberMarch 31, 20252026 increased $4.5$1.3 million to a secondthird quarter record $137.3$107.2 million. Consolidated gross profit benefited from our cost savings programs while inflationary pricing servedhelped to offset cost inflation. Reported gross margin improved 40 basis points whileand Adjusted Gross Margin increasedimproved 8050 basis points.
Consolidated gross profit for the sixnine months ended DecemberMarch 31, 20252026 increased $12.5$13.7 million to $256.1$363.3 million. Consolidated gross profit benefited from our cost savings programs.programs, as partially offset by the unfavorable impacts of a less favorable sales mix and lower core sales volumes. Reported gross margin improved 3040 basis points while Adjusted Gross Margin increased 80 basis points.
Selling, general and administrative (“SG&A”) expenses for the three months ended DecemberMarch 31, 20252026 increased 5.8%9.5% to $60.4$61.4 million compared to $57.1$56.1 million in the prior-year period. ThisExcluding acquisition-related costs in SG&A, this increase was primarily driven by higherincreased marketinginvestments costsin aspersonnel weand investedIT. SG&A expenses in the current year included $3.5 million in incremental expenditures attributed to supportthe ourBachan’s Retail brands.acquisition. SG&A expenses in the prior year included $1.6$1.7 million in incremental expenditures attributed to the Atlanta plant acquisition.
SG&A expenses for the sixnine months ended DecemberMarch 31, 20252026 increased 6.0%7.2% to $118.8$180.3 million compared to $112.1$168.2 million in the prior year. This increase primarily reflects higher marketing costs as we invested to support the continued growth of our Retail brands, in addition to increased expenditures for compensation and benefits. SG&A expenses in the current year included $3.5 million in incremental expenditures attributed to the Bachan’s acquisition. SG&A expenses in the prior year included $3.3 million in incremental expenditures attributed to the Atlanta plant acquisition.
RestructuringRestructuring, Impairment and ImpairmentOther, ChargesNet
In April 2025, we committed to a plan to close our sauce and dressing production facility in Milpitas, California as part of our ongoing strategic initiative to better optimize our manufacturing network. Production at the facility concluded in August 2025. In the three and sixnine months ended DecemberMarch 31, 2025,2026, we recorded restructuring and impairment charges of $0.3$1.4 million and $1.4 million, respectively, related to this closure. These charges consisted of one-time termination benefits and other closing costs. The operations of this facility were not classified as discontinued operations as the closure did not represent a strategic shift that would have a major effect on our operations or financial results.
During the three and sixnine months ended DecemberMarch 31, 2025,2026, we also recorded a noncash impairment charge of $1.4 million related to manufacturing equipment. ThisDuring chargethe wasthree and nine months ended March 31, 2026, we recognized a recovery of $0.8 million through an insurance claim related to the previously recognized impairment charge. These amounts were reflected in our Foodservice segment.
Operating income decreased $0.5$3.3 million to $75.2$46.6 million for the three months ended DecemberMarch 31, 2025.2026. The lower level of operating income reflects the increased SG&A expenses and the impact of the $1.7 million in restructuring and impairment charges,expenses, as partially offset by the higher gross profit. Excluding the current-year restructuringinsurance recovery recorded in Restructuring, Impairment and impairmentOther, chargesas well as the current-year and the prior-year acquisition costs,costs in SG&A, Adjusted Operating Income decreased $0.4$2.3 million to $76.9$49.3 million.
Operating income grewdecreased $2.9$0.4 million to $134.4$181.0 million for the sixnine months ended DecemberMarch 31, 20252026 due to the increase in gross profit, as partially offset by the higher SG&A expenses and the impact of the $2.8$2.0 million net expense in restructuringRestructuring, Impairment and impairmentOther, charges.which were largely offset by the increase in gross profit. Excluding the current-year restructuringnet expense in Restructuring, Impairment and impairmentOther, chargesas well as the current-year and the prior-year acquisition costs,costs in SG&A, Adjusted Operating Income increased $4.1$1.8 million to $137.3$186.6 million.
Prior to November 30, 2024, we sponsored multiple defined benefit pension plans that covered certain former employees under collective bargaining contracts related to closed or sold operations. All these plans were previously frozen. In August 2024, our Board of Directors approved the merger of all five pension plans and the termination of the resulting merged plan. The merged plan was terminated effective November 30, 2024. Lump sum distributions and annuity purchases from a highly rated insurance company were completed in December 2024. As a result of the pension termination, we incurred a one-time noncash settlement charge of $14.0 million for the three and sixnine months ended DecemberMarch 31, 2024.2025.
Our effective tax rate was 22.5%22.7% and 22.6%22.0% for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors:
We include the tax consequences related to stock-based compensation within the computation of income tax expense. We may experience increased volatility to our income tax expense and resulting net income dependent upon, among other variables, the price of our common stock and the timing and volume of share-based payment award activity such as employee exercises of stock-settled stock appreciation rights and vestings of restricted stock awards, restricted stock units and performance units. For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, the impact of net windfall tax benefits from stock-based compensation reduced our effective tax rate by 0.2% and 0.1%, respectively.
As influenced by the factors discussed above, diluted net income per share for the secondthird quarter of 2026 totaled $2.15,$1.35, as compared to $1.78$1.49 per diluted share in the prior year. For the three months ended DecemberMarch 31, 2025,2026, restructuringcosts andrelated impairmentto chargesthe Bachan’s acquisition reduced diluted earnings per share by $0.05.$0.10 and the insurance recovery recorded in Restructuring, Impairment and Other increased diluted earnings per share by $0.02. For the three months ended DecemberMarch 31, 2024, the pension settlement charge reduced diluted earnings per share by $0.39 and2025, costs related to the planned Atlanta plant acquisition reduced diluted earnings per share by $0.05.
For the sixnine months ended DecemberMarch 31, 2025,2026, diluted net income per share totaled $3.86,$5.21, as compared to $3.40$4.89 per diluted share in the prior year. For the sixnine months ended DecemberMarch 31, 2025,2026, restructuringcosts andrelated impairmentto chargesthe Bachan’s acquisition reduced diluted earnings per share by $0.08.$0.10 and the net expense in Restructuring, Impairment and Other reduced diluted earnings per share by $0.06. For the sixnine months ended DecemberMarch 31, 2024,2025, the pension settlement charge reduced diluted earnings per share by $0.39 and costs related to the planned Atlanta plant acquisition reduced diluted earnings per share by $0.05.$0.09.
Diluted weighted average common shares outstanding have remained relatively stable for the current and prior-year periods ended DecemberMarch 31.
For the three months ended DecemberMarch 31, 2025,2026, Retail segment net sales decreased 1.1%3.2% to $277.5$233.8 million from the prior-year total of $280.8$241.5 million. The decrease in Retail segment net sales reflectedreflects lower sales volumes partially offset by some inflationary pricing. Note that the 1.1% decrease in Retail segment net sales compares to strong prior-year growth of 6.3% and reflects softer demand during the timeframe of the U.S. government shutdown. Retail segment highlights includeincluded continued growth from our category-leading New York BakeryTM frozen garlic bread products, including our recently introduced gluten-free Texas Toast, andin expandingaddition distributionto increased sales for our licensedSister Texas RoadhouseSchubert’s® dinner rolls.rolls, which benefited from the pull-forward of demand due to the earlier Easter holiday. These sales gains were more than offset by the impacts of category softness and reduced sales into the club channel. Retail segment sales volumes, measured in pounds shipped, decreased 3.1%.5.6%.
For the sixnine months ended DecemberMarch 31, 2025,2026, Retail segment net sales increaseddecreased 1.0%0.4% to $525.4$759.1 million compared to the prior-year total of $520.3$761.9 million.million Netdue to a decline in sales volumes as partially offset by some inflationary pricing. Sales highlights for the nine-month period included continued strong growth for our category-leading New York BakeryTM frozen garlic bread products,products includingand expanding distribution for our recently introduced gluten-free Texas Toast, were a strong contributor to the higher sales. Our Retail segment’s licensing program also remained a source for growth in the quarter led by expanding distribution of our Texas Roadhouse® dinner rolls. The Chick-fil-A® sauce we began shipping into the club channel in late fiscal 2025 also delivered incremental sales. Retail segment sales volumes, measured in pounds shipped, decreased 0.2%.2.0%.
For the three months ended DecemberMarch 31, 2025,2026, Retail segment operating income decreasedincreased 9.1%3.4% to $62.8$47.1 million driven by our cost savings programs and some inflationary pricing, as partially offset by the unfavorable impacts of the lower sales volumes,volumes and inflationary costs and higher marketing spend, as partially offset by our cost savings programs.costs.
For the sixnine months ended DecemberMarch 31, 2025,2026, Retail segment operating income decreased 9.5%6.0% to $113.4$160.5 million due to inflationary costs andcosts, higher marketing spend,spend and lower sales volumes, as partially offset by our cost savings programs.programs and some inflationary pricing.
For the three months ended DecemberMarch 31, 2025,2026, Foodservice segment net sales grew 5.2%1.5% to $240.4$219.6 million compared to $228.5$216.3 million in the prior-year period driven by increased demand from several of our national chain restaurant account customers, increased sales for our branded Foodservice products, and the benefit of inflationary pricing.customers. Excluding all sales attributed to the TSA resulting from the February 2025 Atlanta plant acquisition, Adjusted Foodservice Net Sales increased 1.6%.1.8%. Foodservice segment sales volumes, measured in pounds shipped, increased 2.7%.0.7%. Excluding all TSA sales, adjusted Foodservice sales volumes decreasedincreased 0.4%.0.8%.
For the sixnine months ended DecemberMarch 31, 2025,2026, Foodservice segment net sales increased 6.7%5.0% to $486.1$705.7 million from the prior-year total of $455.5$671.8 million driven by the TSA sales, increased demand from several of our national chain restaurant account customerscustomers, and the benefit of inflationary pricing. Excluding all sales attributed to the TSA, Adjusted Foodservice Net Sales increased 2.6%.2.3%. Foodservice segment sales volumes, measured in pounds shipped, increased 3.5%.2.6%. Excluding all TSA sales, adjusted Foodservice sales volumes wereincreased flat.0.3%.
For the three months ended December 31, 2025, Foodservice segment operating income increased 21.3% to $36.8 million driven by our cost savings programs, inflationary pricing, and the benefit of recent IT investments to support a more optimized trade spend system, as partially offset by some modest cost inflation.
For the sixthree months ended DecemberMarch 31, 2025,2026, Foodservice segment operating income increaseddecreased 31.0%2.6% to $71.6$27.4 million drivendue to inflationary costs, as partially offset by our cost savings programs, inflationary pricing,programs and a more favorable sales mix,volume as/ partially offset by some modest cost inflation.mix.
For the nine months ended March 31, 2026, Foodservice segment operating income increased 19.6% to $98.9 million driven by our cost savings programs, inflationary pricing, a more favorable sales mix and the benefit of recent IT investments to support a more optimized trade spend system, as partially offset by inflationary costs.
For the three months ended March 31, 2026 and 2025, corporate expenses totaled $27.9 million and $23.8 million, respectively. Excluding acquisition-related expenses, the increase was primarily driven by increased investments in personnel and IT. Corporate expenses in the current year included $3.5 million in incremental expenditures attributed to the Bachan’s acquisition. Corporate expenses in the prior year included $1.7 million in incremental expenditures attributed to the Atlanta plant acquisition.
For the nine months ended March 31, 2026 and 2025, corporate expenses totaled $77.0 million and $72.1 million, respectively. The increase was primarily driven by increased investments in personnel and IT. Corporate expenses in the current year included $3.5 million in incremental expenditures attributed to the Bachan’s acquisition. Corporate expenses in the prior year included $3.3 million in incremental expenditures attributed to the Atlanta plant acquisition.
For the three months ended December 31, 2025, corporate expenses totaled $24.1 million, a slight increase from the prior-year period total of $23.7 million.
For the six months ended December 31, 2025, corporate expenses totaled $49.1 million, a slight increase from the prior-year period total of $48.3 million.
Looking forward to the back half of our fiscal year,fourth excluding any impact from the planned acquisition of Bachan’s, Inc., we anticipate Retail segment sales will continue to benefit from our expanding licensing program led by Texas Roadhouse® dinner rollsquarter, in addition to investmentsincremental insales innovationattributed to the Bachan’s acquisition, we expect Retail sales will benefit from new product introductions including Marzetti® Protein Ranch dressing and growthveggie dips, a new Olive Garden® Zesty Italian dressing flavor, and the addition of a larger-sized bottle for ourthe ownpopular brands.Chick-fil-A® NoteAvocado thatLime withRanch this year’s earlier Easter holiday, we anticipate some Retail segment sales to be pulled forward into our fiscal third quarter.dressing. In the Foodservice segment, we expectanticipate salescontinued togrowth be supported byfrom select quick-service restaurant customers in our mix of national chain restaurant accounts,accounts. whileNote that external factors, including U.S. economic performance and consumer behavior, may impact demand.demand in both segments. With respect to our input costs, in aggregate we anticipate a modest level of inflationinflationary for the remainder of the fiscal yearpressure that we plan to offset through contractual pricing and our cost savings programs as we remain focused on continued margin improvement.
For the sixnine months ended DecemberMarch 31, 2025,2026, net cash provided by operating activities totaled $158.1$228.7 million, as compared to $127.5$173.3 million in the prior-year period. This increase was primarily due to the favorable year-over-year changes in net working capital, as well as the change in deferred income taxes resulting from tax timing benefits of the One Big Beautiful Bill Act, which was enacted in July 2025. The favorable net working capital changes reflected the impacts of a current-year increase in accounts payable, as well as prior-year increases in accounts receivable and inventories. Higher net income was offset by the impact of the prior-year noncash pension settlement charge.
Cash used in investing activities for the sixnine months ended DecemberMarch 31, 20252026 was $39.8$64.5 million, as compared to $32.7$130.3 million in the prior year. This increasedecrease primarily reflects the $78.8 million of cash paid in the prior year for the February 2025 Atlanta plant acquisition, as partially offset by a higher level of payments for property additions in the current year.
Cash used in financing activities for the sixnine months ended DecemberMarch 31, 20252026 of $78.2$107.2 million increased from the prior-year total of $55.2$81.9 million. This increase primarily reflects higher levels of share repurchases, as well as higher dividend payments.
On February 2, 2026, we entered into a definitive agreement to acquire Bachan’s. The purchase price is $400 million, subject to customary adjustments, with acquisition funding from cash on hand and additional financing. See further discussion of available credit below. The transaction closed on May 1, 2026.
Under our unsecured revolving credit facility (“Facility”), which was amended in March 2026, we may borrow up to a maximum of $150$200 million at any one time.time on a revolving credit basis, as well as an additional $200 million under a term loan to finance our acquisition of Bachan’s. We had no borrowings outstanding under the Facility at DecemberMarch 31, 2025.2026. At DecemberMarch 31, 2025,2026, we had $2.6 million of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility. The Facility expires in March 2029, and all outstanding amountsrevolving loans are then due and payable. The maturity date for the term loan is five years after the term loan is made; however, there is a springing maturity date of March 6, 2029, if, by December 6, 2028, the Facility termination date has not been extended to a date that is five years after the term loan is made or later with an aggregate revolving commitment equal to or greater than the outstanding principal balance of the term loan. Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. LoansRevolving loans may be used for general corporate purposes. Due to the nature of its terms, when we have outstanding borrowings under the Facility, they will be classified as long-term debt.
The Facility contains certain restrictive covenants, including limitations on liens, asset sales and acquisitions, and financial covenants relating to interest coverage and leverage. At DecemberMarch 31, 2025,2026, we were in compliance with all applicable provisions and covenants of this facility, and we exceeded the requirements of the financial covenants by substantial margins. At DecemberMarch 31, 2025,2026, there were no events that would constitute a default under this facility.
We currently expect to remain in compliance with the Facility’s covenants for the foreseeable future. However, a default under the Facility could accelerate the repayment of any then outstanding indebtedness and limit our access to $75$200 million of additional revolving credit available under the Facility. Such an event could require a reduction in or curtailment of cash dividends or share repurchases, reduce or delay beneficial expansion or investment plans, or otherwise impact our ability to meet our obligations when due.
We believe that cash provided by operating activities and our existing balances in cash and equivalents, in addition to that available under the Facility, should be adequate to meet our core liquidity needs over the next 12 months, including the projected levels of capital expenditures and dividend payments. The planned acquisition of Bachan’s, Inc.Bachan’s will be funded by a combination of cash on hand and additionalborrowings financing,under the detailsFacility, ofincluding whichthe will$200 bemillion providedterm inloan adiscussed subsequent filing.above. If we were to borrow outside of the Facility under current market terms, our average interest rate may increase and have an adverse effect on our results of operations. Based on our current plans and expectations, we believe our capital expenditures for 2026 couldwill total betweenapproximately $75 and $85$80 million.
We have various contractual and other obligations that are appropriately recorded as liabilities in our condensed consolidated financial statements. Certain other contractual obligations are not recognized as liabilities in our condensed consolidated financial statements. Examples of such obligations are commitments to purchase raw materials or packaging inventory that has not yet been received as of DecemberMarch 31, 2025,2026, the Bachan’s acquisition discussed above, lease commitments that have not yet commenced as of DecemberMarch 31, 2025,2026, and purchase orders and longer-term purchase arrangements related to the procurement of services, including IT service agreements, and property, plant and equipment. The majority of these obligations, other than lease commitments, is expected to be due within one year.
Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit and Adjusted Gross Margin are non-GAAP financial measures that exclude non-core sales and cost of sales attributed to the TSA made in connection with our February 2025 acquisition of Winland’s Atlanta-based sauce and dressing production facility. The TSA sales are included in the reported net sales for our Foodservice segment and did not contribute meaningfully to gross profit. The TSA sales commenced in March 2025 and are expected to concludeconcluded during the quarter endingended March 31, 2026. The following tables present a reconciliation between net sales, cost of sales, gross profit and gross margin as reported in accordance with GAAP and Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit and Adjusted Gross Margin for the three and sixnine month periods ended DecemberMarch 31, 2026 and 2025.
Adjusted Operating Income is a non-GAAP financial measure that excludes certain items affecting comparability, which can impact the analysis of our underlying core business performance and trends. The following table presents a reconciliation between operating income as reported in accordance with GAAP and Adjusted Operating Income for the three and sixnine month periods ended DecemberMarch 31, 20252026 and 2024.2025. The $1.7$3.5 million adjustment infor the reconciliationthree belowand nine months ended March 31, 2026 reflects incremental SG&A expenses attributed to the Bachan’s acquisition. The $0.8 million adjustment for the three months ended DecemberMarch 31, 20252026 includesreflects a recovery through an insurance claim related to a previously recognized asset impairment charge. The $2.0 million adjustment for the nine months ended March 31, 2026 consists of $1.4 million in restructuring and impairment charges related to the impairment of manufacturing equipment.equipment, Thethe remaining $0.3$0.8 million ininsurance restructuringrecovery, and impairment charges for the three-month period are attributed to the closure of our sauce and dressing production facility in Milpitas, California. The $2.8 million adjustment in the reconciliation below for the six months ended December 31, 2025 consists of the $1.4 million in charges for the aforementioned impairment of manufacturing equipment with the remaining $1.4 million attributed to the restructuring and impairment charges resulting from the closure of our sauce and dressing production facility in Milpitas, California. The prior-year adjustmentadjustments of $1.7 million and $3.3 million for the three and sixnine months ended DecemberMarch 31, 20242025, reflectsrespectively, reflect incremental SG&A expenses attributed to the Atlanta production facility acquisition.
•the ability to successfully close the Bachan’s, Inc. transaction, integrate the acquired business,Bachan’s business and achieve operational and financial performance objectives;
MZTI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 900 shares, about $98.1K) and open-market sales in 2 filings (1 insider, 2 trade dates, 2,218 shares, about $234.0K). Net open-market shares: -1,318 (purchases minus sales); net value about -$135.9K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-10 | Viso Luis |
Open-market sale | 997 | $100.81 | $100.5K |
| 2026-08-25 | Viso Luis |
Grant/award | 527 | — | — |
| 2026-08-25 | Viso Luis |
Shares withheld for tax | 152 | $116.05 | $17.6K |
| 2026-08-25 | Pigott, Thomas K. |
Shares withheld for tax | 298 | $116.05 | $34.6K |
| 2026-08-25 | Pigott, Thomas K. |
Grant/award | 1,026 | — | — |
| 2026-08-25 | Ciesinski David Alan |
Grant/award | 4,177 | — | — |
| 2026-08-25 | Ciesinski David Alan |
Shares withheld for tax | 1,611 | $116.05 | $187.0K |
| 2026-08-25 | Bird Kristin |
Shares withheld for tax | 180 | $116.05 | $20.9K |
| 2026-08-25 | Bird Kristin |
Grant/award | 623 | — | — |
| 2026-08-15 | Ciesinski David Alan |
Shares withheld for tax | 2,055 | $116.05 | $238.5K |
| 2026-08-15 | Viso Luis |
Shares withheld for tax | 255 | $116.05 | $29.6K |
| 2026-08-15 | Pigott, Thomas K. |
Shares withheld for tax | 496 | $116.05 | $57.6K |
| 2026-08-15 | Bird Kristin |
Shares withheld for tax | 301 | $116.05 | $34.9K |
| 2026-06-11 | Viso Luis |
Open-market sale | 1,221 | $109.31 | $133.5K |
| 2026-06-10 | Pigott, Thomas K. |
Open-market purchase | 900 | $109.01 | $98.1K |
| 2026-05-17 | Viso Luis |
Shares withheld for tax | 500 | $114.01 | $57.0K |
Well-known investors holding MZTI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 1,272,897 | $145.3M | 0.05% | Added 53% |
| Renaissance Technologies | 2026-06-30 | 327,580 | $37.4M | 0.05% | Reduced 12% |
| Two Sigma Investments | 2026-06-30 | 229,146 | $26.2M | 0.02% | Added 197% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 62,196 | $8.6M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 72,271 | $8.3M | 0.0% | Added 154% |
| D. E. Shaw & Co. | 2026-06-30 | 37,552 | $4.3M | 0.0% | Reduced 2% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 17,559 | $2.0M | 0.0% | Added 576% |
| Bridgewater Associates | 2026-06-30 | 5,221 | $596.0K | 0.0% | Reduced 66% |