[10-Q] Treehouse Foods, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
PSTG 鈥� Form 144 filing dated 07/31/2025 discloses a proposed sale of 163,925 common shares of Pure Storage, Inc. through Morgan Stanley Smith Barney on the NYSE. At the 07/30/2025 closing price implied by the filing, the transaction is valued at 鈮� $9.71 million. The shares represent roughly 0.05 % of the company鈥檚 326.8 million shares outstanding.
The shares were originally acquired on 10 Oct 2009 as 鈥淔ounders Shares.鈥� The seller plans to rely on Rule 10b5-1 and affirms possession of no undisclosed material information.
Recent activity: trusts identified as 鈥淭HE COLGROVE FAM CHARITABLE REM TR鈥� and 鈥淭HE COLGROVE FAM LIVING TR鈥� executed five 10b5-1 trades over the past three months, selling a combined 301,251 shares for 鈮� $17.28 million.
Investor take-away: The filing signals continued insider monetization but involves a small fraction of outstanding equity. While not dilutive, the size and cadence of sales could modestly pressure near-term sentiment.
PSTG 鈥� Deposito del Modulo 144 datato 31/07/2025 rivela una proposta di vendita di 163.925 azioni ordinarie di Pure Storage, Inc. tramite Morgan Stanley Smith Barney alla NYSE. Al prezzo di chiusura del 30/07/2025 indicato nel deposito, la transazione ha un valore di circa 9,71 milioni di dollari. Le azioni rappresentano circa lo 0,05% delle 326,8 milioni di azioni in circolazione della societ脿.
Le azioni sono state originariamente acquisite il 10 ottobre 2009 come 鈥淎zioni dei Fondatori鈥�. Il venditore intende avvalersi della Regola 10b5-1 e conferma di non possedere informazioni materiali non divulgate.
Attivit脿 recente: i trust identificati come 鈥淭HE COLGROVE FAM CHARITABLE REM TR鈥� e 鈥淭HE COLGROVE FAM LIVING TR鈥� hanno effettuato cinque operazioni secondo la regola 10b5-1 negli ultimi tre mesi, vendendo complessivamente 301.251 azioni per un valore di circa 17,28 milioni di dollari.
Considerazioni per gli investitori: Il deposito segnala una continua monetizzazione da parte degli insider ma riguarda solo una piccola frazione del capitale in circolazione. Pur non essendo diluitivo, la dimensione e la frequenza delle vendite potrebbero esercitare una lieve pressione sul sentiment nel breve termine.
PSTG 鈥� Presentaci贸n del Formulario 144 con fecha 31/07/2025 revela una propuesta de venta de 163,925 acciones ordinarias de Pure Storage, Inc. a trav茅s de Morgan Stanley Smith Barney en la NYSE. Al precio de cierre del 30/07/2025 indicado en la presentaci贸n, la transacci贸n est谩 valorada en aproximadamente 9,71 millones de d贸lares. Las acciones representan aproximadamente el 0,05% de las 326,8 millones de acciones en circulaci贸n de la compa帽铆a.
Las acciones fueron adquiridas originalmente el 10 de octubre de 2009 como 鈥淎cciones Fundadoras鈥�. El vendedor planea acogerse a la Regla 10b5-1 y afirma no poseer informaci贸n material no divulgada.
Actividad reciente: los fideicomisos identificados como 鈥淭HE COLGROVE FAM CHARITABLE REM TR鈥� y 鈥淭HE COLGROVE FAM LIVING TR鈥� realizaron cinco operaciones bajo la regla 10b5-1 en los 煤ltimos tres meses, vendiendo un total combinado de 301,251 acciones por aproximadamente 17,28 millones de d贸lares.
Conclusi贸n para inversores: La presentaci贸n indica una continua monetizaci贸n por parte de los insiders, aunque involucra una peque帽a fracci贸n del capital en circulaci贸n. Aunque no es dilutiva, el tama帽o y la frecuencia de las ventas podr铆an presionar modestamente el sentimiento a corto plazo.
PSTG 鈥� 2025雲� 7鞗� 31鞚检瀽 Form 144 鞝滌稖電� Morgan Stanley Smith Barney毳� 韱淀暣 NYSE鞐愳劀 Pure Storage, Inc.鞚� 163,925欤� 氤错喌欤� 毵り皝 鞝滌晥鞚� 瓿店皽頃╇媹雼�. 鞝滌稖靹滊鞐� 氇呾嫓霅� 2025雲� 7鞗� 30鞚� 膦呹皜 旮办鞙茧 瓯半灅 臧�旃橂姅 鞎� 9.71氚彪 雼煬鞐� 雼暕雼堧嫟. 鞚� 欤检嫕鞚� 須岇偓鞚� 3鞏� 2,680毵� 欤� 氚滍枆 欤检嫕 欷� 鞎� 0.05%鞐� 頃措嫻頃╇媹雼�.
頃措嫻 欤检嫕鞚� 2009雲� 10鞗� 10鞚�鞐� 鈥滌敖毽届瀽 欤检嫕鈥濎溂搿� 觳橃潓 旆摑霅橃棃鞀惦媹雼�. 韺愲Г鞛愲姅 Rule 10b5-1鞚� 攴缄卑搿� 瓯半灅頃橂┌, 氙戈车臧� 欷戩殧 鞝曤炒毳� 氤挫湢頃橃 鞎婌晿鞚岇潉 頇曥澑頃╇媹雼�.
斓滉芳 頇滊彊: 鈥淭HE COLGROVE FAM CHARITABLE REM TR鈥濎檧 鈥淭HE COLGROVE FAM LIVING TR鈥濍 頇曥澑霅� 鞁犿儊霌れ澊 歆�雮� 3臧滌洈臧� Rule 10b5-1鞐� 霐半澕 5瓯�鞚� 瓯半灅毳� 鞁ろ枆頄堨溂氅�, 齑� 301,251欤�毳� 鞎� 17.28氚彪 雼煬鞐� 毵る弰頄堨姷雼堧嫟.
韴瀽鞛� 鞖旍爯: 鞚措矆 鞝滌稖鞚� 雮措秬鞛愳潣 歆�靻嶌爜鞚� 鞛愳偘 順勱笀頇� 鞁犿樃歆�毵�, 鞝勳泊 氚滍枆 欤检嫕鞚� 攴鬼瀳 鞚茧秬毵� 韽暔頃╇媹雼�. 頋劃 須臣電� 鞐嗢溂雮�, 毵る弰 攴滊鞕� 牍堧弰臧� 雼赴 韴瀽 鞁Μ鞐� 雼れ唽 鞎曤皶鞚� 欷� 靾� 鞛堨姷雼堧嫟.
PSTG 鈥� D茅p么t du formulaire 144 dat茅 du 31/07/2025 r茅v猫le une proposition de vente de 163 925 actions ordinaires de Pure Storage, Inc. via Morgan Stanley Smith Barney sur le NYSE. Au cours de cl么ture du 30/07/2025 indiqu茅 dans le d茅p么t, la transaction est 茅valu茅e 脿 environ 9,71 millions de dollars. Ces actions repr茅sentent environ 0,05 % des 326,8 millions d鈥檃ctions en circulation de la soci茅t茅.
Les actions ont 茅t茅 initialement acquises le 10 octobre 2009 en tant que 芦 Actions des fondateurs 禄. Le vendeur pr茅voit de se conformer 脿 la r猫gle 10b5-1 et affirme ne d茅tenir aucune information mat茅rielle non divulgu茅e.
Activit茅 r茅cente : les trusts identifi茅s comme 芦 THE COLGROVE FAM CHARITABLE REM TR 禄 et 芦 THE COLGROVE FAM LIVING TR 禄 ont r茅alis茅 cinq transactions 10b5-1 au cours des trois derniers mois, vendant au total 301 251 actions pour environ 17,28 millions de dollars.
脌 retenir pour les investisseurs : Le d茅p么t signale une mon茅tisation continue des initi茅s mais concerne une petite fraction des actions en circulation. Bien que non dilutif, le volume et la fr茅quence des ventes pourraient exercer une pression mod茅r茅e sur le sentiment 脿 court terme.
PSTG 鈥� Form 144 Einreichung vom 31.07.2025 offenbart einen geplanten Verkauf von 163.925 Stammaktien von Pure Storage, Inc. 眉ber Morgan Stanley Smith Barney an der NYSE. Zum Schlusskurs vom 30.07.2025, der in der Einreichung angegeben ist, wird die Transaktion auf etwa 9,71 Millionen US-Dollar gesch盲tzt. Die Aktien entsprechen etwa 0,05 % der insgesamt 326,8 Millionen ausstehenden Aktien des Unternehmens.
Die Aktien wurden urspr眉nglich am 10. Oktober 2009 als 鈥濭r眉nderaktien鈥� erworben. Der Verk盲ufer beabsichtigt, sich auf Regel 10b5-1 zu berufen und best盲tigt, keine nicht offengelegten wesentlichen Informationen zu besitzen.
J眉ngste Aktivit盲ten: Trusts mit den Bezeichnungen 鈥濼HE COLGROVE FAM CHARITABLE REM TR鈥� und 鈥濼HE COLGROVE FAM LIVING TR鈥� f眉hrten in den letzten drei Monaten 蹿眉苍蹿 10b5-1-Transaktionen durch und verkauften zusammen 301.251 Aktien f眉r etwa 17,28 Millionen US-Dollar.
Fazit f眉r Investoren: Die Einreichung signalisiert eine fortgesetzte Monetarisierung durch Insider, betrifft jedoch nur einen kleinen Bruchteil des ausstehenden Eigenkapitals. Obwohl nicht verw盲ssernd, k枚nnten Umfang und Rhythmus der Verk盲ufe den kurzfristigen Markttrend leicht belasten.
Positive
- None.
Negative
- Founding family鈥搇inked entities plan to sell 163,925 shares (~$9.7 m) after unloading 301,251 shares (~$17.3 m) in the prior three months, signaling continued insider selling.
Insights
TL;DR 鈥� Small but steady insider sales; marginal downward sentiment risk.
The notice covers 163.9 k shares (~$9.7 m) to be sold by entities linked to the founding family. Coupled with the prior 301 k-share divestiture in the last quarter, total cash raised tops $27 m in nine months. Although the absolute stake is immaterial to the float, repetitive 10b5-1 activity can act as an overhang when investor conviction depends on accelerating subscription revenue. No operational data is provided; therefore, fundamental value is unchanged. I view the impact as slightly negative given the optics of founder-related selling.
TL;DR 鈥� Routine Rule 144 disclosure; governance controls appear intact.
The seller utilizes a 10b5-1 plan, reducing litigation risk and signaling compliance discipline. Filing language reaffirms no possession of MNPI. Size is below 1 % of daily volume, limiting market impact. Continuous diversification by long-tenured insiders is expected as the firm matures. I classify the event as neutral-to-minor; it warrants monitoring but does not indicate governance stress.
PSTG 鈥� Deposito del Modulo 144 datato 31/07/2025 rivela una proposta di vendita di 163.925 azioni ordinarie di Pure Storage, Inc. tramite Morgan Stanley Smith Barney alla NYSE. Al prezzo di chiusura del 30/07/2025 indicato nel deposito, la transazione ha un valore di circa 9,71 milioni di dollari. Le azioni rappresentano circa lo 0,05% delle 326,8 milioni di azioni in circolazione della societ脿.
Le azioni sono state originariamente acquisite il 10 ottobre 2009 come 鈥淎zioni dei Fondatori鈥�. Il venditore intende avvalersi della Regola 10b5-1 e conferma di non possedere informazioni materiali non divulgate.
Attivit脿 recente: i trust identificati come 鈥淭HE COLGROVE FAM CHARITABLE REM TR鈥� e 鈥淭HE COLGROVE FAM LIVING TR鈥� hanno effettuato cinque operazioni secondo la regola 10b5-1 negli ultimi tre mesi, vendendo complessivamente 301.251 azioni per un valore di circa 17,28 milioni di dollari.
Considerazioni per gli investitori: Il deposito segnala una continua monetizzazione da parte degli insider ma riguarda solo una piccola frazione del capitale in circolazione. Pur non essendo diluitivo, la dimensione e la frequenza delle vendite potrebbero esercitare una lieve pressione sul sentiment nel breve termine.
PSTG 鈥� Presentaci贸n del Formulario 144 con fecha 31/07/2025 revela una propuesta de venta de 163,925 acciones ordinarias de Pure Storage, Inc. a trav茅s de Morgan Stanley Smith Barney en la NYSE. Al precio de cierre del 30/07/2025 indicado en la presentaci贸n, la transacci贸n est谩 valorada en aproximadamente 9,71 millones de d贸lares. Las acciones representan aproximadamente el 0,05% de las 326,8 millones de acciones en circulaci贸n de la compa帽铆a.
Las acciones fueron adquiridas originalmente el 10 de octubre de 2009 como 鈥淎cciones Fundadoras鈥�. El vendedor planea acogerse a la Regla 10b5-1 y afirma no poseer informaci贸n material no divulgada.
Actividad reciente: los fideicomisos identificados como 鈥淭HE COLGROVE FAM CHARITABLE REM TR鈥� y 鈥淭HE COLGROVE FAM LIVING TR鈥� realizaron cinco operaciones bajo la regla 10b5-1 en los 煤ltimos tres meses, vendiendo un total combinado de 301,251 acciones por aproximadamente 17,28 millones de d贸lares.
Conclusi贸n para inversores: La presentaci贸n indica una continua monetizaci贸n por parte de los insiders, aunque involucra una peque帽a fracci贸n del capital en circulaci贸n. Aunque no es dilutiva, el tama帽o y la frecuencia de las ventas podr铆an presionar modestamente el sentimiento a corto plazo.
PSTG 鈥� 2025雲� 7鞗� 31鞚检瀽 Form 144 鞝滌稖電� Morgan Stanley Smith Barney毳� 韱淀暣 NYSE鞐愳劀 Pure Storage, Inc.鞚� 163,925欤� 氤错喌欤� 毵り皝 鞝滌晥鞚� 瓿店皽頃╇媹雼�. 鞝滌稖靹滊鞐� 氇呾嫓霅� 2025雲� 7鞗� 30鞚� 膦呹皜 旮办鞙茧 瓯半灅 臧�旃橂姅 鞎� 9.71氚彪 雼煬鞐� 雼暕雼堧嫟. 鞚� 欤检嫕鞚� 須岇偓鞚� 3鞏� 2,680毵� 欤� 氚滍枆 欤检嫕 欷� 鞎� 0.05%鞐� 頃措嫻頃╇媹雼�.
頃措嫻 欤检嫕鞚� 2009雲� 10鞗� 10鞚�鞐� 鈥滌敖毽届瀽 欤检嫕鈥濎溂搿� 觳橃潓 旆摑霅橃棃鞀惦媹雼�. 韺愲Г鞛愲姅 Rule 10b5-1鞚� 攴缄卑搿� 瓯半灅頃橂┌, 氙戈车臧� 欷戩殧 鞝曤炒毳� 氤挫湢頃橃 鞎婌晿鞚岇潉 頇曥澑頃╇媹雼�.
斓滉芳 頇滊彊: 鈥淭HE COLGROVE FAM CHARITABLE REM TR鈥濎檧 鈥淭HE COLGROVE FAM LIVING TR鈥濍 頇曥澑霅� 鞁犿儊霌れ澊 歆�雮� 3臧滌洈臧� Rule 10b5-1鞐� 霐半澕 5瓯�鞚� 瓯半灅毳� 鞁ろ枆頄堨溂氅�, 齑� 301,251欤�毳� 鞎� 17.28氚彪 雼煬鞐� 毵る弰頄堨姷雼堧嫟.
韴瀽鞛� 鞖旍爯: 鞚措矆 鞝滌稖鞚� 雮措秬鞛愳潣 歆�靻嶌爜鞚� 鞛愳偘 順勱笀頇� 鞁犿樃歆�毵�, 鞝勳泊 氚滍枆 欤检嫕鞚� 攴鬼瀳 鞚茧秬毵� 韽暔頃╇媹雼�. 頋劃 須臣電� 鞐嗢溂雮�, 毵る弰 攴滊鞕� 牍堧弰臧� 雼赴 韴瀽 鞁Μ鞐� 雼れ唽 鞎曤皶鞚� 欷� 靾� 鞛堨姷雼堧嫟.
PSTG 鈥� D茅p么t du formulaire 144 dat茅 du 31/07/2025 r茅v猫le une proposition de vente de 163 925 actions ordinaires de Pure Storage, Inc. via Morgan Stanley Smith Barney sur le NYSE. Au cours de cl么ture du 30/07/2025 indiqu茅 dans le d茅p么t, la transaction est 茅valu茅e 脿 environ 9,71 millions de dollars. Ces actions repr茅sentent environ 0,05 % des 326,8 millions d鈥檃ctions en circulation de la soci茅t茅.
Les actions ont 茅t茅 initialement acquises le 10 octobre 2009 en tant que 芦 Actions des fondateurs 禄. Le vendeur pr茅voit de se conformer 脿 la r猫gle 10b5-1 et affirme ne d茅tenir aucune information mat茅rielle non divulgu茅e.
Activit茅 r茅cente : les trusts identifi茅s comme 芦 THE COLGROVE FAM CHARITABLE REM TR 禄 et 芦 THE COLGROVE FAM LIVING TR 禄 ont r茅alis茅 cinq transactions 10b5-1 au cours des trois derniers mois, vendant au total 301 251 actions pour environ 17,28 millions de dollars.
脌 retenir pour les investisseurs : Le d茅p么t signale une mon茅tisation continue des initi茅s mais concerne une petite fraction des actions en circulation. Bien que non dilutif, le volume et la fr茅quence des ventes pourraient exercer une pression mod茅r茅e sur le sentiment 脿 court terme.
PSTG 鈥� Form 144 Einreichung vom 31.07.2025 offenbart einen geplanten Verkauf von 163.925 Stammaktien von Pure Storage, Inc. 眉ber Morgan Stanley Smith Barney an der NYSE. Zum Schlusskurs vom 30.07.2025, der in der Einreichung angegeben ist, wird die Transaktion auf etwa 9,71 Millionen US-Dollar gesch盲tzt. Die Aktien entsprechen etwa 0,05 % der insgesamt 326,8 Millionen ausstehenden Aktien des Unternehmens.
Die Aktien wurden urspr眉nglich am 10. Oktober 2009 als 鈥濭r眉nderaktien鈥� erworben. Der Verk盲ufer beabsichtigt, sich auf Regel 10b5-1 zu berufen und best盲tigt, keine nicht offengelegten wesentlichen Informationen zu besitzen.
J眉ngste Aktivit盲ten: Trusts mit den Bezeichnungen 鈥濼HE COLGROVE FAM CHARITABLE REM TR鈥� und 鈥濼HE COLGROVE FAM LIVING TR鈥� f眉hrten in den letzten drei Monaten 蹿眉苍蹿 10b5-1-Transaktionen durch und verkauften zusammen 301.251 Aktien f眉r etwa 17,28 Millionen US-Dollar.
Fazit f眉r Investoren: Die Einreichung signalisiert eine fortgesetzte Monetarisierung durch Insider, betrifft jedoch nur einen kleinen Bruchteil des ausstehenden Eigenkapitals. Obwohl nicht verw盲ssernd, k枚nnten Umfang und Rhythmus der Verk盲ufe den kurzfristigen Markttrend leicht belasten.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the Quarterly Period Ended June 30, 2025 .
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from to
Commission File Number: 001-32504
(Exact name of the registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) (Zip Code) | |||||
(Registrant's telephone number, including area code) (708 ) 483-1300
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of the registrant's common stock outstanding as of July 25, 2025 was 50.5 million.
1
Table of Contents
| Page | |||||
Part I — Financial Information | |||||
Item 1 — Financial Statements (Unaudited) | 3 | ||||
Item 2 — Management's Discussion and Analysis of Financial Condition and Results of Operations | 30 | ||||
Item 3 — Quantitative and Qualitative Disclosures About Market Risk | 49 | ||||
Item 4 — Controls and Procedures | 49 | ||||
Part II — Other Information | |||||
Item 1 — Legal Proceedings | 50 | ||||
Item 1A — Risk Factors | 50 | ||||
Item 2 — Unregistered Sale of Equity Securities and Use of Proceeds | 50 | ||||
Item 5 — Other Information | 50 | ||||
Item 6 — Exhibits | 50 | ||||
Signatures | 51 | ||||
2
Part I — Financial Information
Item 1. Financial Statements
TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions, except per share data)
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Receivables, net | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other assets, net | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Stockholders' Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 16) | ||||||||||||||
| Stockholders' equity: | ||||||||||||||
Preferred stock, par value $ | ||||||||||||||
Common stock, par value $ | ||||||||||||||
| Treasury stock | ( | ( | ||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total stockholders' equity | ||||||||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||||||||
See Notes to Condensed Consolidated Financial Statements.
3
TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Selling and distribution | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Amortization expense | ||||||||||||||||||||||||||
| Asset impairment | ||||||||||||||||||||||||||
| Other operating expense, net | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ||||||||||||||||||||||||
| Other expense: | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||||||||||||
| (Gain) loss on foreign currency exchange | ( | ( | ||||||||||||||||||||||||
| Other expense (income), net | ( | ( | ||||||||||||||||||||||||
| Total other expense | ||||||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Earnings (loss) per common share: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Diluted | ( | ( | ( | ( | ||||||||||||||||||||||
| Weighted average common shares: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in millions)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||||
| Pension and postretirement reclassification adjustment | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
5
TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited, in millions)
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-In | Accumulated | Comprehensive | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock awards | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
6
TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Asset impairment | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Unrealized loss (gain) on derivative contracts | ( | |||||||||||||
| Other, net | ( | |||||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||||||||||
| Receivables | ( | ( | ||||||||||||
| Inventories | ( | ( | ||||||||||||
| Prepaid expenses and other assets | ( | ( | ||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued expenses and other liabilities | ( | |||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from sales of fixed assets | ||||||||||||||
| Acquisition, net of cash acquired | ( | |||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Borrowings under Revolving Credit Facility | ||||||||||||||
| Payments under Revolving Credit Facility | ( | ( | ||||||||||||
| Payments on financing lease obligations | ( | ( | ||||||||||||
| Payment of deferred financing costs | ( | |||||||||||||
| Payments on Term Loans | ( | |||||||||||||
| Proceeds from refinanced Term Loans | ||||||||||||||
| Repurchases of common stock | ( | |||||||||||||
| Payments related to stock-based award activities | ( | ( | ||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | ||||||||||||
| Net decrease in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
7
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Supplemental cash flow disclosures: | ||||||||||||||
| Interest paid | $ | $ | ||||||||||||
| Net income taxes paid | ||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Capital expenditures incurred but not yet paid | ||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | ||||||||||||||
| Preliminary purchase price adjustment for private brand tea business acquisition | ||||||||||||||
| Accrued deferred financing costs | ||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
8
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the six months ended June 30, 2025
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. and its consolidated subsidiaries (the "Company," "TreeHouse," "we," "us," or "our"), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to quarterly reporting on Form 10-Q. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted as permitted by such rules and regulations. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Results of operations for interim periods are not necessarily indicative of annual results.
Use of Estimates
The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to use judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates.
Summary of Significant Accounting Policies
A detailed description of the Company's significant accounting policies can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
2. RECENT ACCOUNTING PRONOUNCEMENTS
Not yet adopted
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires additional information about specific expenses in certain notes to the Consolidated Financial Statements. The new guidance in ASU 2024-03, as clarified by ASU 2025-01, will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the impact of ASU 2024-03 will be limited to certain notes to the Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. Upon adoption, the impact of ASU 2023-09 will be limited to certain notes to the Consolidated Financial Statements.
9
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3. RESTRUCTURING PROGRAMS
The Company’s restructuring and margin improvement activities ("Restructuring Programs") are part of an enterprise-wide transformation to improve the long-term profitability of the Company. As part of our Restructuring Programs, we generally incur expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance, employee separation costs, and other exit costs. Severance and employee separation costs primarily relate to cash severance, non-cash severance, including accelerated equity award compensation expense, and other termination benefits. Other exit costs typically relate to lease and contract terminations. We also incur expenses that are an integral component of, and directly attributable to, our restructuring activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include asset-related costs and other costs. Asset-related costs primarily relate to inventory write-downs, accelerated depreciation, and certain long-lived asset impairments. Other costs primarily relate to start-up costs of new facilities, consulting and professional fees, retention costs, organizational redesign, information technology system implementation, asset relocation costs, and costs to exit facilities or production.
Organizational Restructuring
In April 2025, the Company announced a restructuring of our current business, including a reorganization of our corporate support functions, to drive greater operational efficiency, achieve significant cost-savings, and enhance profitability and cash flow, while improving quality and service levels. This resulted in fees related to consulting services and employee-related severance costs.
Ready-to-drink Business Exit
During the second quarter of 2024, the Company made the decision to exit the Ready-to-drink ("RTD") business as part of the Company's portfolio optimization strategy to focus on higher-growth, higher margin categories. During the first quarter of 2025, production for the RTD business ceased, and the Company sold the related machinery and equipment. The total costs related to the business exit are expected to be approximately $5.0 million, and the cumulative costs incurred to date are $3.4 million. These costs include the decommissioning and disposal of related assets and inventory, as well as other transitioning costs. The (benefits) costs for the three and six months ended June 30, 2025 were $(0.4 ) million and $1.5 million, respectively. Refer to Note 7 for additional information regarding the impairment of the RTD asset group in the second quarter of 2024.
Facility Closures
During the first quarter of 2025, the Company announced the closure of its New Hampton, Iowa facility in response to sustained shifts in consumer demand in the non-dairy creamer ("NDC") category and ongoing efforts to optimize our manufacturing footprint. During the third quarter of 2025, the Company entered into a definitive agreement to sell its New Hampton, Iowa facility. Production at the facility will cease prior to completion of the sale, which is expected by the end of the third quarter of 2025. The Company will be consolidating NDC production into two existing facilities: Wayland, Michigan, and Pecatonica, Illinois. The Company expects the total costs related to the New Hampton facility closure and transition of production from New Hampton to the two existing facilities to be approximately $8.0 million. The costs incurred for the three and six months ended June 30, 2025 were $2.5 million and $5.7 million.
During the first quarter of 2024, the Company announced the closure of its Sioux Falls, South Dakota facility in connection with the integration of the Seasoned Pretzel Capability and has transitioned production from Sioux Falls to its Hanover, Pennsylvania facility. The costs related to this closure and the related production transition were insignificant.
During the fourth quarter of 2023, the Company completed the closure of its Dallas, Texas Coffee facility in connection with the integration of the Coffee Roasting Capability and transitioned production from Dallas to its Northlake, Texas facility during the first half of 2024. During the third quarter of 2024, the Company exited a distribution center in Grand Prairie, Texas as it continued to execute upon integration activities associated with the Coffee Roasting Capability acquisition. The Company expects the total costs related to the Dallas facility closure and associated distribution network optimization to be approximately $14.0 million, and the cumulative costs incurred to date are $13.4 million. The costs incurred for the three months ended June 30, 2025 and 2024 were $0.5 million and $2.5 million, respectively, and $1.2 million and $4.4 million for the six months ended June 30, 2025 and 2024, respectively.
10
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Expenses associated with these activities are recorded in Cost of sales and Other operating expense, net in the Condensed Consolidated Statements of Operations.
Subsequent Event - Chicago and South Beloit Plant Closures
On July 31, 2025, the Company announced tentative plans to close its Chicago, Illinois pickle facility, and a decision to close our South Beloit, Illinois cookie facility. The Company expects production to cease at the Chicago facility by the end of the fourth quarter of 2025 and the South Beloit facility during the first half of 2026. The Company believes the decision to consolidate our pickle and cookie capabilities into fewer facilities will allow us to focus on cost, efficiency, and capacity by optimizing our manufacturing footprint.
Cash costs associated with the facility closures are expected to be approximately $12 million, which consists of employee-related costs of approximately $4 million and other closure costs of approximately $8 million. The total future proceeds from the sales of the facilities and equipment are expected to be greater than the carrying values of the assets.
Below is a summary of costs by line item for the Restructuring Programs:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Other operating expense, net | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Below is a summary of costs by type associated with the Restructuring Programs:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Employee-related | $ | $ | $ | $ | ||||||||||||||||||||||
| Other costs | ||||||||||||||||||||||||||
| Asset-related | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
For the three and six months ended June 30, 2025 and 2024, employee-related costs primarily consisted of severance and retention related to restructuring programs; other costs primarily consisted of consulting services and third party costs related to facility plant closures; and asset-related costs primarily consisted of accelerated depreciation and inventory write-downs. Employee-related and other costs are primarily recognized in Other operating expense, net in the Condensed Consolidated Statements of Operations, and asset-related costs are recognized in Cost of sales and Other operating expense, net in the Condensed Consolidated Statements of Operations.
The table below presents the exit cost liability related to severance activity for the Restructuring Programs as of June 30, 2025:
| Severance | ||||||||
| (In millions) | ||||||||
| Balance as of December 31, 2024 | $ | |||||||
| Expenses recognized | ||||||||
| Cash payments | ( | |||||||
| Balance as of June 30, 2025 | $ | |||||||
The severance liabilities are included in Accrued expenses in the Condensed Consolidated Balance Sheets.
11
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
4. RECEIVABLES SALES PROGRAM
The Company has entered into an agreement to sell certain trade accounts receivable to an unrelated, third-party financial institution at a discount (collectively, the "Receivables Sales Program"). The agreement can be terminated by either party with 60 days' notice. The Receivables Sales Program is used by the Company to manage liquidity in a cost-effective manner. The Company has no retained interest in the receivables sold under the Receivables Sales Program; however, under the agreement, the Company does have collection and administrative responsibilities for the sold receivables. Under the Receivables Sales Program, the current operating limit of outstanding accounts receivables sold at any time is $397.5 million.
The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the receivables collected from customers and not remitted to the financial institution:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Outstanding accounts receivable sold | $ | $ | ||||||||||||
| Receivables collected and not remitted to financial institution | ||||||||||||||
Receivables sold under the Receivables Sales Program are derecognized from the Company's Condensed Consolidated Balance Sheet at the time of the sale and the proceeds from such sales are reflected as a component of the change in receivables in the operating activities section of the Condensed Consolidated Statements of Cash Flows. The receivables collected and not remitted to the financial institution are included in Accounts payable in the Condensed Consolidated Balance Sheets.
The following table summarizes the cash flows of the Company's accounts receivable associated with the Receivables Sales Program:
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Receivables sold | $ | $ | ||||||||||||
| Receivables collected and remitted to financial institution | ( | ( | ||||||||||||
The loss on sale of receivables represents the discount taken by the third-party financial institution and was $1.3 million and $1.9 million for the three months ended June 30, 2025 and 2024, respectively, and $4.2 million and $3.9 million for the six months ended June 30, 2025 and 2024, respectively, and is included in Other expense (income), net in the Condensed Consolidated Statements of Operations. The Company has not recognized any servicing assets or liabilities as of June 30, 2025 or December 31, 2024, as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements.
5. INVENTORIES
| June 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Raw materials and supplies | $ | $ | ||||||||||||
| Finished goods | ||||||||||||||
| Total inventories | $ | $ | ||||||||||||
12
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6. ACQUISITIONS
Acquisition of Private Brand Tea Business
On January 2, 2025, the Company completed the acquisition of certain subsidiaries that operate the private brand tea business of Harris Freeman & Co, Inc. ("Harris Tea"), a leading private brand tea manufacturer in the U.S., for approximately $207.6 million in cash, subject to customary purchase price adjustments. In addition to private brand tea, Harris Tea manufactures specialty retail tea brands and foodservice tea products for the restaurant and hospitality industries. The acquisition aligns with our long-term strategy to build capabilities in our higher-growth, higher-margin categories.
The acquisition is being accounted for under the acquisition method of accounting, and the results of operations were included in our Condensed Consolidated Financial Statements from the date of acquisition. Included in the Company’s Condensed Consolidated Statements of Operations are Harris Tea’s net sales of approximately $74.1 million and income before income taxes of $4.3 million from the date of acquisition through June 30, 2025. The Company incurred approximately $3.2 million in acquisition-related costs, of which $0.2 million and $0.5 million were incurred during the three and six months ended June 30, 2025, respectively. These costs are included in General and administrative in the Condensed Consolidated Statements of Operations.
The following table summarizes the preliminary purchase price allocation of the fair value of net tangible and intangible assets acquired and liabilities assumed:
| (In millions) | |||||
Cash transferred at close | $ | ||||
Preliminary purchase price adjustment | ( | ||||
| Total consideration transferred | $ | ||||
Allocation of consideration to assets acquired and liabilities assumed: | |||||
Cash | $ | ||||
Receivables | |||||
| Inventories | |||||
Property, plant, and equipment | |||||
Operating lease right-of-use assets | |||||
| Goodwill | |||||
| Customer relationships | |||||
Trademarks | |||||
| Other assets | |||||
| Assets acquired | |||||
| Assumed liabilities | ( | ||||
| Total purchase price | $ | ||||
The acquired receivables includes gross amounts due of $11.4 million which were determined to be collectible. The operating lease right-of-use assets acquired of $25.7 million includes a $6.5 million off-market lease fair value adjustment. The intangible assets acquired include $65.0 million of customer relationships with an estimated life of 20 years and $12.9 million of trademarks with an estimated life of 10 years. The aforementioned intangible assets will be amortized over their estimated useful lives. The Company increased the cost of acquired inventories by approximately $1.9 million and expensed this amount as a component of Cost of sales during the during the first quarter of 2025, for the amortization of the inventory fair value step up adjustment. The Company recognized $69.7 million of goodwill relating to the acquisition. The primary factors that contributed to the recognition of goodwill are growth opportunities provided by vertical integration and customer synergies from its existing coffee and tea businesses. The goodwill resulting from this acquisition is tax deductible, as it is considered an asset acquisition for tax purposes.
13
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Personal property fair values were determined using the cost approach, and the real estate lease fair values were determined using the income approach. The fair values for customer relationships at the acquisition date were determined using the excess earnings method under the income approach, while trademark fair values were determined using the relief from royalty method. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates, and royalty rates.
The purchase price allocation in the table above is preliminary and subject to the finalization of the Company's valuation analysis.
The following unaudited pro forma information shows the results of operations for the Company as if its Harris Tea acquisition had been completed as of January 1, 2024. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the amortization of the inventory fair value step-up, the amortization of off-market lease adjustments, acquisition-related costs, and related income taxes. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations.
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||||||||||||
| (Unaudited, in millions) | ||||||||||||||
Pro forma net sales | $ | $ | ||||||||||||
Pro forma net loss | ( | ( | ||||||||||||
Acquisition of Pickle Branded Assets
On January 2, 2024, the Company completed the acquisition of pickle branded assets, including Bick’s pickles, Habitant pickled beets, Woodman’s horseradish, and McLarens pickled onions brands (the "Pickle Branded Assets"), from The J.M. Smucker Co., a North American producer of coffee, consumer foods, dog snacks, and cat food. The acquisition is consistent with our strategy and builds depth in our Pickles category by expanding into Canada. The total purchase consideration transferred was approximately $25.9 million in cash. The purchase of the Pickle Branded Assets was accounted for as an Asset Acquisition.
The following table summarizes the purchase price allocation of the fair value of net tangible and intangible assets acquired:
| (In millions) | |||||
| Cash transferred at close | $ | ||||
| Purchase price adjustment | |||||
| Total consideration transferred | $ | ||||
| Allocation of consideration to assets acquired: | |||||
| Inventories | $ | ||||
| Trademarks | |||||
| Total purchase price | $ | ||||
Intangible assets acquired included trademarks with an estimated life of 10 years.
14
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
7. PROPERTY, PLANT, AND EQUIPMENT
| June 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings and improvements | ||||||||||||||
| Machinery and equipment | ||||||||||||||
| Construction in progress | ||||||||||||||
| Total | ||||||||||||||
| Less accumulated depreciation | ( | ( | ||||||||||||
| Property, plant, and equipment, net | $ | $ | ||||||||||||
Depreciation expense was $28.9 million and $24.1 million for the three months ended June 30, 2025 and 2024, respectively, and $57.2 million and $48.6 million for the six months ended June 30, 2025 and 2024, respectively.
Asset Impairment
We evaluate property, plant, and equipment, operating lease right-of-use assets, and finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. Indicators of impairment include deteriorations in operating cash flows, the anticipated sale or disposal of an asset group, and other significant changes in business conditions.
During the second quarter of 2024, as a result of forecasted cash flow losses, the Company made the decision to exit the RTD business. As a result, the Company performed a recoverability assessment over the RTD asset group in the second quarter of 2024, which indicated that the asset group was not recoverable, and we were required to determine the fair value of the business. Our fair value assessment indicated that the carrying value was in excess of the fair value, and an impairment of $19.3 million of property, plant, and equipment was recognized in our RTD beverages asset group. The impairment charge was included in Asset impairment in the Condensed Consolidated Statements of Operations.
Impairment charges are measured by comparing the carrying value of the asset group to its estimated fair value. The fair value of the asset group was based on expected future cash flows using Level 3 inputs under ASC 820. We can provide no assurance regarding the prospect of additional impairment charges in future periods.
15
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
8. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Changes in the carrying amount of goodwill, which include no accumulated impairment losses, for the six months ended June 30, 2025 are as follows:
| Goodwill | ||||||||
| (In millions) | ||||||||
| Balance at December 31, 2024 | $ | |||||||
| Foreign currency exchange adjustments | ||||||||
| Acquisition | ||||||||
| Balance at June 30, 2025 | $ | |||||||
Since the date of our last annual impairment test performed as of December 31, 2024, our stock price has declined and has been trading at lower prices. We considered the decline in share price in conjunction with other factors, and do not believe that current events and circumstances indicate that it is more likely than not that the fair value of our reporting unit is less than its carrying value. As of our last annual impairment test, our reporting unit had a significant cushion over its fair value. Since this date, our performance has tracked with our year-to-date financial targets. Additionally, the Company is realizing planned benefits from our acquisition of Harris Tea, cost savings initiatives, and continued strength and investment by retailers in private brands. We will continue to monitor goodwill for potential impairment throughout the rest of the year.
Intangible Assets
The gross carrying amounts and accumulated amortization of intangible assets as of June 30, 2025 and December 31, 2024 are as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Intangible assets with finite lives: | ||||||||||||||||||||||||||||||||||||||
| Customer-related | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Trademarks | ( | ( | ||||||||||||||||||||||||||||||||||||
| Formulas/recipes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Computer software | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total finite lived intangibles | ( | ( | ||||||||||||||||||||||||||||||||||||
| Intangible assets with indefinite lives: | ||||||||||||||||||||||||||||||||||||||
| Trademarks | — | — | ||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
16
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
9. INCOME TAXES
Income taxes were recognized at effective rates of 48.2 % and 29.5 % for the three and six months ended June 30, 2025, respectively, compared to 20.1 % and 21.5 % for the three and six months ended June 30, 2024, respectively. The change in the Company's effective tax rate for the three and six months ended June 30, 2025 compared to 2024 is primarily driven by changes in the amounts of executive compensation that is not deductible for tax purposes and the estimated amount of annual pre-tax earnings. Our effective tax rate may change from period to period based on recurring and non-recurring factors, including the jurisdictional mix of earnings, enacted tax legislation, state income taxes, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits.
Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $0.4 million within the next 12 months, primarily as a result of the lapsing of statutes of limitations. Approximately all of the $0.4 million could affect net income when settled. The timing of cash settlement, if any, cannot be reasonably estimated for uncertain tax benefits.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes a broad range of tax reform provisions that may affect the Company's financial results. The OBBBA changes to corporate taxation include, but are not limited to, 100% bonus depreciation for purchases of qualified property, an elective deduction for domestic research and experimental expenditures, changes to the definition of adjusted taxable income for purposes of determining the interest deduction limitation under Internal Revenue Code Section 163(j), and a more favorable tax rate on Foreign-Derived Deduction Eligible Income and income from non-U.S. subsidiaries (Net CFC Tested Income). The Company is in the process of assessing the impact of these provisions, which may affect the effective tax rate and deferred tax assets in 2025 and subsequent periods. Due to the complexity of the tax law changes, a quantitative estimate of the financial effects cannot be made at this time. The impact of the OBBBA related tax provisions will depend on the Company’s specific circumstances each year and forthcoming guidance from the U.S. Department of the Treasury.
10. LONG-TERM DEBT
| June 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Revolving Credit Facility | $ | $ | ||||||||||||
| Term Loan A | ||||||||||||||
| Term Loan A-1 | ||||||||||||||
| 2028 Notes | ||||||||||||||
| Finance leases | ||||||||||||||
| Total outstanding debt | ||||||||||||||
| Deferred financing costs | ( | ( | ||||||||||||
| Less current portion | ( | ( | ||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
The scheduled maturities of outstanding debt, excluding deferred financing costs, at June 30, 2025 are as follows (in millions):
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total outstanding debt | $ | ||||
17
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Credit Agreement — On January 17, 2025, the Company entered into the Third Amended and Restated Credit Agreement (the "Credit Agreement"), among the Company, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
The Credit Agreement amends, restates and replaces the Company’s prior Credit Agreement, dated as of December 1, 2017 (as amended from time to time prior to January 17, 2025), pursuant to which the Company obtained a $500.0 million revolving credit facility (the "Revolving Credit Facility"), a $500.0 million term A loan (the "Term Loan A") and a $900.0 million tranche A-1 term loan (the "Term Loan A-1" and, together with the Term Loan A, the "Term Loans"). Pursuant to the Credit Agreement, the Company (i) continued and extended the maturity of the Revolving Credit Facility and the Term Loans, (ii) decreased the aggregate size of the Term Loan A to $480.0 million and (iii) decreased the aggregate size of the Term Loan A-1 to $425.0 million.
On March 14, 2025, the Company entered into Amendment No. 1 to the Credit Agreement, which amends and restates the defined term "Existing Letters of Credit." The material terms and conditions under the Credit Agreement are otherwise substantially consistent with those contained in the Credit Agreement prior to Amendment No. 1.
Loss on Extinguishment of Debt — During the first quarter of 2025, the Company incurred a loss on extinguishment of debt totaling $2.6 million representing the write-off of deferred financing costs in connection with the Credit Agreement refinancing in January 2025.
Revolving Credit Facility — As of June 30, 2025, the Company had $105.0 million drawn from its $500.0 million Revolving Credit Facility. The Company had remaining availability of $362.2 million under the Revolving Credit Facility, and there were $32.8 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit. The Revolving Credit Facility matures on January 17, 2030.
Interest is payable in arrears the earlier of the end of the applicable interest period, quarterly, or the maturity date on any outstanding borrowings under the Revolving Credit Facility. The interest rates for the Revolving Credit Facility were determined by Term SOFR plus a margin of 2.00 %, through the second quarter of 2025. Thereafter, the Revolving Credit Facility bears interest at a rate per annum equal to (i) Term SOFR plus a margin ranging from 1.25 % to 2.50 % based on the Company’s consolidated net leverage ratio or (ii) a Base Rate (as defined in the Credit Agreement) plus a margin ranging from 0.25 % to 1.50 % based on the Company’s consolidated net leverage ratio. The Company also pays an unused fee on the Revolving Credit Facility at a rate ranging from 0.20 % to 0.40 % based on the Company’s consolidated net leverage ratio, with the initial unused fee set at 0.30 %. The Revolving Credit Facility includes sub-facilities for swing line loans and letters of credit.
The Credit Agreement is fully and unconditionally, as well as jointly and severally, guaranteed by our 100% owned direct and indirect domestic subsidiaries: Bay Valley Foods, LLC; Cottage Bakery, Inc.; Harris Tea Company LLC; Linette Quality Chocolates, Inc.; Pickles Manufacturing LLC; Protenergy Holdings, Inc.; Protenergy Natural Foods, Inc.; Ralcorp Frozen Bakery Products, Inc.; Refrigerated Dough, Inc.; Southern Tea, LLC; Sturm Foods, Inc.; TreeHouse Foods Services, LLC; TreeHouse Private Brands, Inc.; and certain other domestic subsidiaries that may become guarantors in the future, which are collectively known as the "Guarantor Subsidiaries." The Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain a consolidated net leverage ratio of no greater than 4.50 to 1.0. The Credit Agreement also contains cross-default provisions which could result in the acceleration of payments in the event TreeHouse or the Guarantor Subsidiaries (i) fails to make a payment when due in respect of any indebtedness or guarantee having an aggregate principal amount greater than $75.0 million or (ii) fails to observe or perform any other agreement or condition related to such indebtedness or guarantee as a result of which the holder(s) of such debt are permitted to accelerate the payment of such debt.
Term Loan A — On January 17, 2025, the Company entered into a $480.0 million Term Loan A with a maturity date of January 17, 2030. The interest rates for Term Loan A were determined by Term SOFR plus a margin of 2.275 %, through the second quarter of 2025. Thereafter, Term Loan A bears interest at a rate per annum equal to (i) Term SOFR plus a margin ranging from 1.525 % to 2.775 % based on the Company’s consolidated net leverage ratio or (ii) a Base Rate (as defined in the Credit Agreement) plus a margin ranging from 0.525 % to 1.775 % based on the Company’s consolidated net leverage ratio; provided that the Company and Term Loan A lenders may agree to a quoted fixed rate for the Term Loan A at a future date. The principal balance is due at maturity. Interest is payable in arrears the earlier of the end of the applicable interest period, quarterly, or the maturity date on any outstanding borrowings under the Term Loan A. Term Loan A is subject to substantially the same covenants as the Revolving Credit Facility, and also has the same Guarantor Subsidiaries.
18
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Term Loan A-1 — On January 17, 2025, the Company entered into a $425.0 million Term Loan A-1. The maturity date and interest rates applicable to Term Loan A-1 are the same as those applicable to the Revolving Credit Facility. Interest is payable in arrears the earlier of the end of the applicable interest period, quarterly, or the maturity date on any outstanding borrowings under the Term Loan A-1. Principal payments are due on a quarterly basis, beginning June 30, 2025, in an amount equal to (i) 0.25 % of the $425.0 million original commitment for the first eight quarterly installments and (ii) 1.25 % of the $425.0 million original commitment thereafter until maturity. Term Loan A-1 is subject to substantially the same covenants as the Revolving Credit Facility, and has the same Guarantor Subsidiaries.
2028 Notes — On September 9, 2020, the Company completed its public offering of $500 million aggregate principal amount of notes (the "2028 Notes"). The 2028 Notes pay interest at the rate of 4.000 % per annum and mature on September 1, 2028. Interest is payable on the 2028 Notes on March 1 and September 1 of each year.
Fair Value — At June 30, 2025, the aggregate fair value of the Company's total debt was $1,466.1 million and its carrying value was $1,508.9 million. At December 31, 2024, the aggregate fair value of the Company's total debt was $1,359.8 million and its carrying value was $1,405.0 million. The fair values of the Revolving Credit Facility, Term Loan A, and Term Loan A-1 were estimated using present value techniques and market-based interest rates and credit spreads. The fair value of the Company's 2028 Notes was estimated based on quoted market prices for similar instruments due to their infrequent trading volume. Accordingly, the fair value of the Company's debt is classified as Level 2 within the valuation hierarchy.
Deferred Financing Costs — As of June 30, 2025 and December 31, 2024, deferred financing costs of $10.9 million and $6.7 million were included as a direct deduction from outstanding long-term debt, respectively. Fees associated with the Revolving Credit Facility are presented in Other assets, net. Deferred financing costs are amortized over their estimated useful lives based on the terms of their respective agreements.
19
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. STOCKHOLDERS' EQUITY
Share Repurchase Authorization — On November 13, 2024, the Company announced that the Board of Directors (the "Board") authorized a $400 million stock repurchase program. This authorization is open ended, and any repurchases under the stock repurchase program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. The Company has the ability to make discretionary repurchases up to an annual cap of $150 million, and $393.5 million remained available under the $400 million total authorization of the stock repurchase program as of June 30, 2025. Any shares repurchased will be held as treasury stock.
The following table summarizes the Company's repurchases of its common stock:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions, except per share data) | ||||||||||||||||||||||||||
| Shares repurchased | ||||||||||||||||||||||||||
| Weighted average price per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Total cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Excise tax (1) | $ | $ | $ | $ | ||||||||||||||||||||||
(1)The excise tax accrued in connection with the share repurchases was recorded as an adjustment to the cost basis of repurchased shares in treasury stock and within Accrued expenses on the Company’s Condensed Consolidated Balance Sheets.
12. EARNINGS PER SHARE
The weighted average number of common shares used in the diluted earnings (loss) per share calculation is determined using the treasury stock method and includes the incremental effect related to the Company’s outstanding stock-based compensation awards. The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings (loss) per share:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||
| Assumed exercise/vesting of equity awards (1) | ||||||||||||||||||||||||||
| Weighted average diluted common shares outstanding | ||||||||||||||||||||||||||
(1)For the three and six months ended June 30, 2025 and 2024, the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because the Company had a net loss for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million and 0.8 million for the three months ended June 30, 2025 and 2024, respectively, and 1.2 million and 0.6 million for the six months ended June 30, 2025 and 2024, respectively.
20
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. STOCK-BASED COMPENSATION
The Board of Directors adopted, and the Company's stockholders approved, the "TreeHouse Foods, Inc. Equity and Incentive Plan" (the "Plan"). Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The maximum number of shares authorized to be awarded under the Plan is approximately 22.5 million as of June 30, 2025.
Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net loss are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||
| Compensation expense related to stock-based payments | $ | $ | $ | $ | ||||||||||||||||||||||
| Related income tax benefit | ||||||||||||||||||||||||||
Stock Options — Stock options granted under the Plan during 2022 had a three-year vesting schedule, vested one-third on the second anniversary of the grant date and two-thirds on the third anniversary of the grant date, and expire ten years from the grant date. Stock options are generally only granted to employees and non-employee directors.
The following table summarizes stock option activity during 2025:
| Employee Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (yrs.) | Aggregate Intrinsic Value | |||||||||||||||||||||||
| (In thousands) | (In millions) | |||||||||||||||||||||||||
| Outstanding, at December 31, 2024 | $ | $ | ||||||||||||||||||||||||
| Expired | ( | |||||||||||||||||||||||||
| Outstanding, at June 30, 2025 | ||||||||||||||||||||||||||
| Exercisable, at June 30, 2025 | ||||||||||||||||||||||||||
There are no future compensation costs related to unvested options at June 30, 2025.
Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time in approximately three equal installments on each of the first anniversaries of the grant date.
Non-employee director restricted stock units generally vest on the first anniversary of the grant date. Certain non-employee directors have elected to defer receipt of their awards until either their departure from the Board of Directors or a specified date beyond the first anniversary of the grant date.
The following table summarizes the restricted stock unit activity during the six months ended June 30, 2025:
| Employee Restricted Stock Units | Weighted Average Grant Date Fair Value | Non-Employee Director Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||
| (In thousands) | (In thousands) | |||||||||||||||||||||||||
| Nonvested, at December 31, 2024 | $ | $ | ||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Vested | ( | ( | ||||||||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||||||||
| Nonvested, at June 30, 2025 | ||||||||||||||||||||||||||
| Earned and deferred, at June 30, 2025 | ||||||||||||||||||||||||||
21
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||
| Fair value of vested restricted stock units | $ | $ | $ | $ | ||||||||||||||||||||||
| Tax benefit recognized from vested restricted stock units | ||||||||||||||||||||||||||
Unrecognized compensation costs related to nonvested restricted stock units are approximately $24.1 million as of June 30, 2025 and will be recognized over a weighted average period of 2.1 years. The grant date fair value of the awards is equal to the Company's closing stock price on the grant date.
Performance Units — Performance unit awards, which are granted to certain members of management, contain service, performance, and market conditions as described below.
•For performance unit awards granted in 2022 through 2023, performance goals are set and measured annually with one-quarter of the units eligible to accrue for each year in the three-year performance period. Accrued shares are earned at the end of each performance period but remain subject to forfeiture until the third anniversary of the grant date.
•For performance unit awards granted in 2024 and 2025, performance goals were established upfront and will be measured over a cumulative three-year performance period. The units will accrue each month, multiplied by a predefined percentage between 0 % and 200 %, depending on the achievement of certain operating performance measures. Accrued shares are not earned until the end of the full three-year performance period and remain subject to forfeiture until the third anniversary of the grant date.
The performance unit awards include a tranche measured using a relative total shareholder return ("TSR") market condition over a three-year performance goal. The units will accrue, multiplied by a predefined percentage between 0 % and 150 % for years 2022 through 2023 and between 0 % and 200 % for 2024 and 2025, for the relative TSR measure, depending on the achievement attainment over the three-year performance period based on the Company's absolute annualized TSR relative to the annualized TSR of a Peer Group. These awards will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date. The Company intends to settle these awards in stock and has the shares available to do so.
Performance unit awards with market conditions are valued using a Monte Carlo simulation model. Expected volatility is based on the historical volatility of the Company’s stock price or the average Peer Group stock price. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant with a term equivalent to the expected term of the award. The expected term is the time period from the grant date to the end of the performance period. The fair value of the portion of the awards based on relative TSR was valued using a Monte Carlo simulation model with a grant-date fair value of $38.26 on approximately 32,900 units granted in 2025. The assumptions used in the Monte Carlo simulation were as follows:
| Six Months Ended June 30, | ||||||||
| 2025 | ||||||||
| Dividend yield | % | |||||||
| Risk-free rate | % | |||||||
| Expected volatility (TreeHouse Foods, Inc.) | % | |||||||
| Expected volatility (Peer Group) | % | |||||||
| Expected term (in years) | ||||||||
22
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the performance unit activity during the six months ended June 30, 2025:
| Performance Units | Weighted Average Grant Date Fair Value | |||||||||||||
| (In thousands) | ||||||||||||||
| Nonvested, at December 31, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested, at June 30, 2025 | ||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||
| Fair value of vested performance units | $ | $ | $ | $ | ||||||||||||||||||||||
| Tax benefit recognized from performance units vested | ||||||||||||||||||||||||||
Unrecognized compensation costs related to nonvested performance units are estimated to be approximately $8.6 million as of June 30, 2025 and are expected to be recognized over a weighted average period of 1.9 years. The fair value of the portion of the awards granted based on market conditions were valued using a Monte Carlo simulation model. For other awards, the grant date fair value is equal to the Company's closing stock price on the date of grant.
14. ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss consists of the following components, all of which are net of tax:
| Foreign Currency Translation (1) | Unrecognized Pension and Postretirement Benefits (1) | Accumulated Other Comprehensive Loss | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Balance at December 31, 2023 | $ | ( | $ | $ | ( | |||||||||||||||
| Other comprehensive loss | ( | ( | ||||||||||||||||||
| Balance at June 30, 2024 | $ | ( | $ | $ | ( | |||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | $ | ( | |||||||||||||||
Other comprehensive income before reclassifications | ||||||||||||||||||||
| Reclassifications from accumulated other comprehensive loss (2) | ( | ( | ||||||||||||||||||
Other comprehensive income (loss) | ( | |||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $ | $ | ( | |||||||||||||||
(1)The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and six months ended June 30, 2025 and 2024.
(2)Refer to Note 15 for additional information regarding these reclassifications.
23
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
15. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS
Pension, Profit Sharing, and Postretirement Benefits — Certain employees and retirees participate in pension and other postretirement benefit plans. Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions.
Components of net periodic pension (benefit) cost are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of unrecognized net loss | ||||||||||||||||||||||||||
Net periodic pension (benefit) cost | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
Components of net periodic postretirement cost are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||
| Interest cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Amortization of unrecognized net gain | ( | ( | ( | ( | ||||||||||||||||||||||
| Net periodic postretirement cost | $ | $ | $ | $ | ||||||||||||||||||||||
The service cost components of net periodic pension costs were recognized in Cost of sales, and the other components of net periodic pension and postretirement costs were recognized in Other expense (income), net in the Condensed Consolidated Statements of Operations.
24
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
16. COMMITMENTS AND CONTINGENCIES
Griddle Product Recall Costs and Insurance Recovery
On October 18, 2024, the Company initiated a voluntary recall of certain frozen waffle products produced at its Brantford, Ontario, Canada facility, and on October 22, 2024, the Company expanded its voluntary recall to include all products manufactured at the Brantford facility that were still within their shelf-life. These frozen griddle products may have had the potential to be contaminated with Listeria monocytogenes. The Company recorded a product recall liability for estimated product returns and claims, which is included within Accrued expenses in the Condensed Consolidated Balance Sheets, of $13.7 million as of June 30, 2025 and $9.6 million as of December 31, 2024. The amount of the product recall liability represents the probable and reasonably estimable costs directly associated with the recall. However, the total actual costs could differ materially due to uncertainties related to customer return rates, additional recall expenses, litigation, or other unforeseen events.
During the second quarter of 2025, the Company recognized a $10.0 million insurance recovery for the voluntary griddle product recall in Cost of sales in the Condensed Consolidated Statements of Operations. The Company is seeking to recover additional recall-related costs through its insurance coverage, and such recoveries are recorded in the period in which the recoveries are determined to be probable of realization.
Broth Product Recall Insurance Recovery
On September 22, 2023, the Company initiated a voluntary recall of certain broth products produced at its Cambridge, Maryland facility. These broth products may have had the potential for non-pathogenic microbial contamination due to lack of sterility assurance. During the second quarter of 2025, the Company recognized an additional $3.1 million insurance recovery in Cost of sales in the Condensed Consolidated Statements of Operations. As a result, the cumulative amount of insurance recoveries recognized to date for the broth product recall is $13.1 million. The Company is seeking to recover additional recall-related costs through its insurance coverage, and such recoveries are recorded in the period in which the recoveries are determined to be probable of realization.
Other Claims
In February 2014, TreeHouse, along with its 100% owned subsidiaries, Bay Valley Foods, LLC and Sturm Foods, Inc., filed suit against Keurig Dr. Pepper Inc.'s wholly-owned subsidiary, Keurig Green Mountain ("KGM"), in the U.S. District Court for the Southern District of New York captioned TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. asserting claims under the federal antitrust laws, various state antitrust laws and unfair competition statutes, contending that KGM had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The Company is seeking monetary damages, declaratory relief, injunctive relief, and attorneys' fees, which monetary damages, in August 2020, were estimated by the Company's economic expert to be in the range of $719.4 million to $1.5 billion for the Company's antitrust claims, before trebling, and $358.0 million for a subset of the Company's false advertising claims, without accounting for discretionary trebling by the Court. The matter remains pending, with summary judgment motions fully briefed. On March 28, 2022, the Magistrate Judge issued an Opinion and Order granting in part and denying in part the TreeHouse sanctions motion against KGM and denying the KGM sanctions motion against TreeHouse. KGM has appealed a portion of the Opinion and Order awarding sanctions to the Company. On January 3, 2025, the Court denied KGM's motions to exclude the opinions of the Company's experts and granted Plaintiffs' motion to exclude the opinion of KGM's sham litigation expert. KGM is denying the allegations made by the Company in the litigation. The Company has not recorded any amount in its Condensed Consolidated Financial Statements as of June 30, 2025.
In addition, the Company is party in the ordinary course of business to certain claims, litigation, audits, and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable that may be incurred in connection with any such currently pending or threatened matter. In the Company's opinion, the eventual resolution of such matters, either individually or in the aggregate, is not expected to have a material impact on the Company's financial position, results of operations, or cash flows. However, litigation is inherently unpredictable and resolutions or dispositions of claims or lawsuits by settlement or otherwise could have an adverse impact on our financial position, results of operations or cash flows for the reporting period in which any such resolution or disposition occurs.
25
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
17. DERIVATIVE INSTRUMENTS
Interest Rate Swap Agreements — The Company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps to hedge our exposure to changes in interest rates, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions.
The Company has entered into long-term interest rate swap agreements to lock into a fixed interest rate base that have a notional value of $875.0 million as of June 30, 2025 and $1,750.0 million as of December 31, 2024. Under the terms of the agreements, $875.0 million in variable-rate debt is swapped for a weighted average fixed interest rate base of approximately 3.69 % through February 29, 2028.
Commodity Contracts — Certain commodities the Company uses in the production and distribution of its products are exposed to market price risk. The Company utilizes derivative contracts to manage this risk. The majority of commodity forward contracts are not derivatives, and those that are generally qualify for the normal purchases and normal sales scope exception under the guidance for derivative instruments and hedging activities and, therefore, are not subject to its provisions. For derivative commodity contracts that do not qualify for the normal purchases and normal sales scope exception, the Company accounts for the contracts as derivatives.
The Company's derivative commodity contracts may include contracts for diesel, oil, plastics, resin, and other commodity contracts that do not meet the requirements for the normal purchases and normal sales scope exception. Diesel contracts are used to manage the Company's risk associated with the underlying cost of diesel fuel used to deliver products. Contracts for oil, plastics, and resin are used to manage the Company's risk associated with the underlying commodity cost of a significant component used in packaging materials. Other commodity contracts that are derivatives that do not meet the normal purchases and normal sales scope exception are used to manage the price risk associated with raw material costs. As of June 30, 2025 and December 31, 2024, the notional value of the commodity contracts outstanding was $77.6 million and $61.5 million, respectively. These commodity contracts have maturities expiring throughout 2025 and 2026 as of June 30, 2025.
| Balance Sheet Location | June 30, 2025 | December 31, 2024 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Asset derivatives | ||||||||||||||||||||
| Commodity contracts | Prepaid expenses and other current assets | $ | $ | |||||||||||||||||
| Interest rate swap agreements | Prepaid expenses and other current assets | |||||||||||||||||||
| Interest rate swap agreements | Other assets, net | |||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Liability derivatives | ||||||||||||||||||||
| Commodity contracts | Accrued expenses | $ | $ | |||||||||||||||||
| Interest rate swap agreements | Accrued expenses | |||||||||||||||||||
| $ | $ | |||||||||||||||||||
The fair values of the commodity contracts and interest rate swap agreements are determined using Level 2 inputs. Level 2 inputs are inputs other than quoted market prices that are observable for an asset or liability, either directly or indirectly. The fair values of the commodity contracts and interest rate swap agreements are based on an analysis comparing the contract rates to the market rates at the balance sheet date.
26
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations:
Location of (Loss) Gain | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||
Recognized in Net Loss | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||||||||
Mark-to-market unrealized (loss) gain | ||||||||||||||||||||||||||||||||
| Commodity contracts | Other expense (income), net | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
| Interest rate swap agreements | Other expense (income), net | ( | ( | ( | ||||||||||||||||||||||||||||
Total unrealized (loss) gain | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
AG真人官方ized (loss) gain | ||||||||||||||||||||||||||||||||
| Commodity contracts | Manufacturing-related to Cost of sales and transportation-related to Selling and distribution | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||
| Interest rate swap agreements | Interest expense | |||||||||||||||||||||||||||||||
Total realized gain | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Total (loss) gain | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
18. SEGMENT INFORMATION
Segment Information —The Company has one reportable segment, which manufactures and distributes private brands food and beverages. Our products are primarily shelf stable and share similar customers and distribution. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. Those business activities include selling snacking offerings, beverages and drink mix offerings, and other grocery offerings across various channels including retail grocery, co-manufacturing, and food-away-from-home customers in shelf stable, refrigerated, and frozen formats. The majority of our manufacturing plants each produce one food or beverage category. We operate our business with a centralized financial systems infrastructure, and we share centralized resources for procurement and general and administrative activities. The accounting policies of the segment are the same as those described in the Summary of Significant Accounting Policies for the Company and can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The Chief Executive Officer ("CEO") has been identified as our Chief Operating Decision Maker ("CODM"). We have one segment manager who reports directly to the CODM, with their incentive compensation based on the consolidated results of the Company. The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources as one segment. The annual operating plan is prepared and approved by the CODM based on consolidated results of the Company. The CODM uses discrete financial information at the consolidated level to assess performance for the segment and decides how to allocate resources based on the Company's consolidated Net loss, which is reported on the Condensed Consolidated Statement of Operations. The measure of segment assets is reported on the Condensed Consolidated Balance Sheet as Total assets.
27
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Reported segment revenue, segment profit or loss, and significant segment expenses are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| (In millions) | (In millions) | ||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||
| Selling, distribution, general, and administrative: | |||||||||||||||||||||||||||||
| Freight out and commissions | |||||||||||||||||||||||||||||
| Direct selling, general, and administrative | |||||||||||||||||||||||||||||
| Corporate selling, general, and administrative | |||||||||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||||||||
| Asset impairment | |||||||||||||||||||||||||||||
| Other operating expense, net | (1) | ||||||||||||||||||||||||||||
| Total other expense | (2) | ||||||||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
(1)Other operating expense, net includes other segment items, primarily including expenses related to Restructuring programs. Refer to Note 3 to our Condensed Consolidated Financial Statements for additional information.
(2)Total other expense includes other segment items, primarily including interest expense, interest income, loss on extinguishment of debt, foreign currency exchange, and mark-to-market adjustments on derivatives.
Disaggregation of Revenue — The principal products that comprise our different product category groups are as follows:
| Product Category Group | Principal Products | |||||||
| Snacking | Candy; cookies; crackers; in-store bakery items; pretzels; and frozen griddle items | |||||||
| Beverages & drink mixes | Broths/stocks; non-dairy creamer; powdered beverages and other blends; ready-to-drink beverages (production ceased in the first quarter of 2025); coffee; and tea | |||||||
| Grocery | Cheese & pudding; hot cereal; pickles; and refrigerated dough | |||||||
Revenue disaggregated by product category groups is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||
| Snacking | $ | $ | $ | $ | ||||||||||||||||||||||
| Beverages & drink mixes | ||||||||||||||||||||||||||
| Grocery | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
28
TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Revenue disaggregated by sales channel is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||
| Retail grocery | $ | $ | $ | $ | ||||||||||||||||||||||
| Co-manufacturing | ||||||||||||||||||||||||||
| Food-away-from-home and other | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
TreeHouse is a leading private brands snacking and beverage manufacturer in North America. Our purpose is to engage and delight - one customer at a time. Through our customer focus and category experience, we strive to deliver excellent service, build capabilities and provide insights to drive mutually profitable growth for both TreeHouse and our customers. Our purpose is supported by investments in depth, capabilities and operational efficiencies which are aimed to capitalize on the long-term growth prospects within the categories where we operate.
TreeHouse believes it is well positioned across attractive snacking and beverage growth categories fueled by historically positive underlying consumer demand trends. Our portfolio includes snacking offerings (crackers, pretzels, in-store bakery items, frozen griddle items, cookies, and unique candy offerings), beverages & drink mix offerings (non-dairy creamer, coffee, broths/stocks, powdered beverages and other blends, and tea), as well as other grocery offerings (pickles, refrigerated dough, hot cereal, and cheese & pudding). The Company sells its products across various channels including retail grocery, co-manufacturing, and food-away-from-home customers in shelf stable, refrigerated, and frozen formats. TreeHouse also offers its customer partners a range of value and nutritional solutions, including natural, organic and gluten free offerings, providing each the capability to meet the unique needs of their consumers.
The following discussion and analysis presents the factors that had a material effect on our financial condition, changes in financial condition, and results of operations for the three and six month periods ended June 30, 2025 and 2024. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes to those Condensed Consolidated Financial Statements included elsewhere in this report. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See Cautionary Statement Regarding Forward-Looking Statements for a discussion of the uncertainties, risks, and assumptions associated with these statements.
Recent Developments
Chicago, Illinois and South Beloit, Illinois Facility Closures
On July 31, 2025, the Company announced tentative plans to close its Chicago, Illinois pickle facility, and a decision to close our South Beloit, Illinois cookie facility. The Company expects production to cease at the Chicago facility by the end of the fourth quarter of 2025 and the South Beloit facility during the first half of 2026. The Company believes the decision to consolidate our pickle and cookie capabilities into fewer facilities will allow us to focus on cost, efficiency, and capacity by optimizing our manufacturing footprint. Refer to Note 3 to our Condensed Consolidated Financial Statements for additional information.
Organizational Restructuring
In April 2025, the Company announced a restructuring of our current business, including a reorganization of our corporate support functions, to drive greater operational efficiency, achieve significant cost-savings, and enhance profitability and cash flow, while improving quality and service levels. Refer to Note 3 to our Condensed Consolidated Financial Statements for additional information.
New Hampton, Iowa Facility Closure
During the first quarter of 2025, the Company announced the closure of its New Hampton, Iowa facility in response to sustained shifts in consumer demand in the non-dairy creamer ("NDC") category and ongoing efforts to optimize our manufacturing footprint. During the third quarter of 2025, the Company entered into a definitive agreement to sell its New Hampton, Iowa facility. Production at the facility will cease prior to the completion of the sale, which is expected by the end of the third quarter of 2025. The Company will be consolidating NDC production into two existing facilities: Wayland, Michigan, and Pecatonica, Illinois. Refer to Note 3 to our Condensed Consolidated Financial Statements for additional information.
30
Debt Refinancing
On January 17, 2025, the Company entered into the Third Amended and Restated Credit Agreement (the "Credit Agreement"), among the Company, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
The Credit Agreement amends, restates and replaces the Company’s prior Credit Agreement, dated as of December 1, 2017 (as amended from time to time prior to January 17, 2025), pursuant to which the Company obtained a $500.0 million revolving credit facility (the "Revolving Credit Facility"), a $500.0 million term A loan (the "Term Loan A") and a $900.0 million tranche A-1 term loan (the "Term Loan A-1" and, together with the Term Loan A, the "Term Loans"). Pursuant to the Credit Agreement, the Company (i) continued and extended the maturity of the Revolving Credit Facility and the Term Loans, (ii) decreased the aggregate size of the Term Loan A to $480.0 million and (iii) decreased the aggregate size of the Term Loan A-1 to $425.0 million. Refer to Note 10 to our Condensed Consolidated Financial Statements for additional information.
Acquisition of Private Brand Tea Business
On January 2, 2025, the Company completed the acquisition of certain subsidiaries that operate the private brand tea business of Harris Freeman & Co, Inc. ("Harris Tea"), a leading private brand tea manufacturer in the U.S., for approximately $207.6 million, subject to customary purchase price adjustments. In addition to private brand tea, Harris Tea manufactures specialty retail tea brands and foodservice tea products for restaurant and hospitality industries. The acquisition aligns with our long-term strategy to build capabilities in our higher-growth, higher-margin categories. Refer to Note 6 to our Condensed Consolidated Financial Statements for additional information.
Impact of Griddle Voluntary Recall
In the third quarter of 2024, our results of operations were impacted by a voluntary recall of frozen griddle products produced at our Brantford, Ontario, Canada facility that were still within their shelf-life, which required us to perform plant restoration activities during the fourth quarter of 2024. As of the end of the second quarter of 2025, we have resumed production of frozen griddle products at our Brantford facility; however, because not all manufacturing lines were operational until then, sales volumes were adversely impacted during the first half of 2025 as we continued to advance capacity. Refer to Note 16 to our Condensed Consolidated Financial Statements for additional information.
Insurance Recoveries
During the second quarter of 2025, the Company recognized a $10.0 million insurance recovery for the voluntary recall of frozen griddle products and an additional $3.1 million insurance recovery for the voluntary recall of certain broth products within Cost of sales in the Condensed Consolidated Statements of Operations. The Company is seeking to recover additional recall-related costs through its insurance coverage, and such recoveries are recorded in the period in which the recoveries are determined to be probable of realization. Refer to Note 16 to our Condensed Consolidated Financial Statements for additional information.
RTD Business Exit
During the second quarter of 2024, the Company made the decision to exit the RTD business as part of the Company's portfolio optimization strategy to focus on higher-growth, higher margin categories. During the first quarter of 2025, production for the RTD business ceased, and the Company sold the related machinery and equipment. Refer to Note 3 to our Condensed Consolidated Financial Statements for additional information.
31
Macroeconomic Conditions and Trends
Persistent inflationary pressures on U.S. households are contributing to sluggish overall food and beverage consumption trends. In the categories where TreeHouse operates, private brands have consistently gained market share when compared to national brands, and many grocery retailers are making strategic investments in private brands. We continue to monitor consumption trends including the increased use and/or prevalence of certain weight loss drugs, which may or may not impact consumer preferences and consumption patterns. Additionally, economic uncertainty may further impact consumer spending and thus, consumption trends.
Many of our ingredients and packaging input costs remain elevated when compared to historical levels, including the prices of coffee and cocoa. In response, from time to time we will implement pricing actions to recover these higher costs. We will continue to monitor the inflationary environment, as well as regulatory impacts on food ingredients, to determine if additional pricing actions will be necessary.
As it relates to tariffs, our manufacturing footprint consists of 22 production facilities in the United States and five in Canada. A substantial portion of our products manufactured in Canada that are shipped to the United States qualify for duty-free treatment under the United States-Mexico-Canada Agreement ("USMCA"). However, we do incur tariffs on certain finished goods imported into Canada, and we source a portion of our raw materials and packaging from international suppliers, which may be subject to additional duties or trade-related costs. We are actively implementing alternative sourcing strategies and pricing actions to help mitigate these impacts.
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Results of Operations
The following table presents certain information concerning our financial results, including information presented as a percentage of consolidated net sales:
| Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||||||||||||||||||
(Dollars in millions, except per share amounts) | Dollars | Percent | Dollars | Percent | $ Change | % Change | ||||||||||||||||||||||||||||||||
| Net sales | $ | 798.0 | 100.0 | % | $ | 788.5 | 100.0 | % | $ | 9.5 | 1.2 | % | ||||||||||||||||||||||||||
| Cost of sales | 658.8 | 82.6 | 660.2 | 83.7 | (1.4) | (0.2) | ||||||||||||||||||||||||||||||||
| Gross profit | 139.2 | 17.4 | 128.3 | 16.3 | 10.9 | 8.5 | ||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Selling and distribution | 35.0 | 4.4 | 35.5 | 4.5 | (0.5) | (1.4) | ||||||||||||||||||||||||||||||||
| General and administrative | 51.3 | 6.4 | 54.2 | 6.9 | (2.9) | (5.4) | ||||||||||||||||||||||||||||||||
| Amortization expense | 13.2 | 1.7 | 12.1 | 1.5 | 1.1 | 9.1 | ||||||||||||||||||||||||||||||||
| Asset impairment | — | — | 19.3 | 2.4 | (19.3) | (100.0) | ||||||||||||||||||||||||||||||||
| Other operating expense, net | 12.4 | 1.6 | 11.2 | 1.4 | 1.2 | 10.7 | ||||||||||||||||||||||||||||||||
| Total operating expenses | 111.9 | 14.1 | 132.3 | 16.7 | (20.4) | (15.4) | ||||||||||||||||||||||||||||||||
| Operating income (loss) | 27.3 | 3.3 | (4.0) | (0.4) | 31.3 | 782.5 | ||||||||||||||||||||||||||||||||
| Other expense: | ||||||||||||||||||||||||||||||||||||||
| Interest expense | 22.2 | 2.8 | 15.6 | 2.0 | 6.6 | 42.3 | ||||||||||||||||||||||||||||||||
| Interest income | (0.2) | — | (0.1) | — | (0.1) | (100.0) | ||||||||||||||||||||||||||||||||
| (Gain) loss on foreign currency exchange | (4.7) | (0.6) | 1.5 | 0.2 | (6.2) | (413.3) | ||||||||||||||||||||||||||||||||
| Other expense (income), net | 15.6 | 2.0 | (0.1) | — | 15.7 | 15,700.0 | ||||||||||||||||||||||||||||||||
| Total other expense | 32.9 | 4.2 | 16.9 | 2.2 | 16.0 | 94.7 | ||||||||||||||||||||||||||||||||
| Loss before income taxes | (5.6) | (0.9) | (20.9) | (2.6) | 15.3 | 73.2 | ||||||||||||||||||||||||||||||||
| Income tax benefit | (2.7) | (0.3) | (4.2) | (0.5) | 1.5 | 35.7 | ||||||||||||||||||||||||||||||||
| Net loss | $ | (2.9) | (0.6) | % | $ | (16.7) | (2.1) | % | $ | 13.8 | 82.6 | % | ||||||||||||||||||||||||||
| Earnings (loss) per common share: | ||||||||||||||||||||||||||||||||||||||
| Basic | $ | (0.06) | $ | (0.32) | $ | 0.26 | 81.3 | % | ||||||||||||||||||||||||||||||
| Diluted | (0.06) | (0.32) | 0.26 | 81.3 | ||||||||||||||||||||||||||||||||||
33
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase / (Decrease) | |||||||||||||||||||||
(Dollars in millions, except per share amounts) | Dollars | Dollars | $ Change | % Change | |||||||||||||||||||
Other financial data:(1) | |||||||||||||||||||||||
| EBITDA | $ | 58.5 | $ | 30.8 | $ | 27.7 | 89.9 | % | |||||||||||||||
| Adjusted EBITDA | 73.3 | 70.6 | 2.7 | 3.8 | |||||||||||||||||||
Adjusted net sales | 801.4 | 789.9 | 11.5 | 1.4 | |||||||||||||||||||
Adjusted cost of sales | 668.7 | 653.9 | 14.8 | 2.3 | |||||||||||||||||||
| Adjusted gross profit | 132.7 | 136.0 | (3.3) | (2.4) | |||||||||||||||||||
| Adjusted total operating expenses | 98.7 | 99.8 | (1.1) | (1.1) | |||||||||||||||||||
Adjusted operating income | 34.0 | 36.2 | (2.2) | (6.1) | |||||||||||||||||||
Adjusted total other expense | 21.9 | 17.3 | 4.6 | 26.6 | |||||||||||||||||||
Adjusted income tax expense | 3.3 | 3.9 | (0.6) | (15.4) | |||||||||||||||||||
Adjusted net income | 8.8 | 15.0 | (6.2) | (41.3) | |||||||||||||||||||
Adjusted diluted earnings (loss) per share | $ | 0.17 | $ | 0.29 | $ | (0.12) | (41.4) | % | |||||||||||||||
(1) Other financial data includes Non-GAAP financial metrics. See "Non-GAAP Measures" for definitions and reconciliations of our Net loss to EBITDA and Adjusted EBITDA, Net sales to Adjusted net sales, Cost of sales to Adjusted cost of sales, Gross profit to Adjusted gross profit, Total operating expenses to Adjusted total operating expenses, Operating income (loss) to Adjusted operating income, Total other expense to Adjusted total other expense, Income tax benefit to Adjusted income tax expense, Net loss to Adjusted net income, and Diluted earnings (loss) per share to Adjusted diluted earnings (loss) per share.
34
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Net Sales — Net sales for the second quarter of 2025 totaled $798.0 million compared to $788.5 million for the same period last year, an increase of $9.5 million, or 1.2%. The change in net sales from 2024 to 2025 was due to the following:
| Dollars | Percent | |||||||||||||
| (In millions) | ||||||||||||||
| Margin management | $ | (20.5) | (2.6) | % | ||||||||||
| Consumption/other | (19.1) | (2.4) | ||||||||||||
| Griddle recall service impacts | (9.7) | (1.2) | ||||||||||||
| Volume/mix | $ | (49.3) | (6.2) | % | ||||||||||
| Business acquisition | 35.5 | 4.5 | ||||||||||||
| Pricing | 33.5 | 4.2 | ||||||||||||
| Business exit | (7.8) | (1.0) | ||||||||||||
| Product recall returns | (1.8) | (0.2) | ||||||||||||
| Foreign currency | (0.6) | (0.1) | ||||||||||||
| Total change in net sales | $ | 9.5 | 1.2 | % | ||||||||||
| Product recall returns/other | 2.0 | 0.2 | ||||||||||||
| Total change in adjusted net sales (1) | $ | 11.5 | 1.4 | % | ||||||||||
(1)Adjusted net sales is a Non-GAAP financial measure. Refer to the "Non-GAAP Measures" section for additional information.
The net sales increase of 1.2% was primarily due to the acquisition of the private brand tea business, favorable pricing to recover commodity inflation, and distribution gains. This was partially offset by volume/mix related to planned margin management actions, broader macroeconomic consumption trends, service impacts related to the voluntary recall of frozen griddle products, and the RTD business exit. | ||
Gross Profit — Gross profit as a percentage of net sales was 17.4% in the second quarter of 2025, compared to 16.3% in the second quarter of 2024, an increase of 1.1 percentage points. The increase is primarily due to $13.1 million of insurance recoveries related to voluntary product recalls received during the second quarter of 2025, favorable margin from the Harris Tea acquisition and supply chain savings initiatives. This was partially offset by commodity cost inflation and unfavorable fixed cost absorption due to declining consumption trends. | ||
Total Operating Expenses — Total operating expenses were $111.9 million in the second quarter of 2025 compared to $132.3 million in the second quarter of 2024, a decrease of $20.4 million. The decrease in expense is primarily due to a non-cash impairment charge recorded in the second quarter of 2024 of $19.3 million related to the Ready-to-drink beverages asset group, as well as cost reduction activities in 2025. | ||
Total Other Expense — Total other expense was $32.9 million in the second quarter of 2025 compared to $16.9 million in the second quarter of 2024, an increase in expense of $16.0 million. The increase was due to a $16.2 million unfavorable change in non-cash mark-to-market impacts from hedging activities, driven by commodity contracts, primarily coffee, and interest rate swaps. Additionally, the Company had an increase of $6.6 million in interest expense primarily due to an increase in borrowings on our Revolving Credit Facility. This was partially offset by a favorable currency exchange rate impact of $6.2 million between the U.S. and Canada. | ||
Income Taxes — Income taxes were recognized at an effective rate of 48.2% in the second quarter of 2025 compared to 20.1% recognized in the second quarter of 2024. The change in the Company’s effective tax rate is primarily driven by changes in the amounts of executive compensation that is not deductible for tax purposes and the estimated amount of annual pre-tax earnings. | ||
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| Our effective tax rate may change from period to period based on recurring and non-recurring factors including the jurisdictional mix of earnings, enacted tax legislation, state income taxes, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. | ||
Results of Operations
The following table presents certain information concerning our financial results, including information presented as a percentage of consolidated net sales:
| Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||||||||||||||||||
(Dollars in millions, except per share amounts) | Dollars | Percent | Dollars | Percent | $ Change | % Change | ||||||||||||||||||||||||||||||||
| Net sales | $ | 1,590.0 | 100.0 | % | $ | 1,609.2 | 100.0 | % | $ | (19.2) | (1.2) | % | ||||||||||||||||||||||||||
| Cost of sales | 1,335.6 | 84.0 | 1,368.9 | 85.1 | (33.3) | (2.4) | ||||||||||||||||||||||||||||||||
| Gross profit | 254.4 | 16.0 | 240.3 | 14.9 | 14.1 | 5.9 | ||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Selling and distribution | 71.4 | 4.5 | 78.4 | 4.9 | (7.0) | (8.9) | ||||||||||||||||||||||||||||||||
| General and administrative | 107.0 | 6.7 | 110.0 | 6.8 | (3.0) | (2.7) | ||||||||||||||||||||||||||||||||
| Amortization expense | 26.3 | 1.7 | 24.2 | 1.5 | 2.1 | 8.7 | ||||||||||||||||||||||||||||||||
| Asset impairment | — | — | 19.3 | 1.2 | (19.3) | (100.0) | ||||||||||||||||||||||||||||||||
| Other operating expense, net | 27.9 | 1.8 | 17.6 | 1.1 | 10.3 | 58.5 | ||||||||||||||||||||||||||||||||
| Total operating expenses | 232.6 | 14.7 | 249.5 | 15.5 | (16.9) | (6.8) | ||||||||||||||||||||||||||||||||
| Operating income (loss) | 21.8 | 1.3 | (9.2) | (0.6) | 31.0 | 337.0 | ||||||||||||||||||||||||||||||||
| Other expense: | ||||||||||||||||||||||||||||||||||||||
| Interest expense | 41.5 | 2.6 | 31.2 | 1.9 | 10.3 | 33.0 | ||||||||||||||||||||||||||||||||
| Interest income | (3.0) | (0.2) | (4.1) | (0.3) | 1.1 | 26.8 | ||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 2.6 | 0.2 | — | — | 2.6 | 100.0 | ||||||||||||||||||||||||||||||||
(Gain) loss on foreign currency exchange | (5.0) | (0.3) | 4.9 | 0.3 | (9.9) | (202.0) | ||||||||||||||||||||||||||||||||
| Other expense (income), net | 34.9 | 2.2 | (5.0) | (0.3) | 39.9 | 798.0 | ||||||||||||||||||||||||||||||||
| Total other expense | 71.0 | 4.5 | 27.0 | 1.6 | 44.0 | 163.0 | ||||||||||||||||||||||||||||||||
Loss before income taxes | (49.2) | (3.2) | (36.2) | (2.2) | (13.0) | (35.9) | ||||||||||||||||||||||||||||||||
Income tax benefit | (14.5) | (0.9) | (7.8) | (0.5) | (6.7) | (85.9) | ||||||||||||||||||||||||||||||||
Net loss | $ | (34.7) | (2.3) | % | $ | (28.4) | (1.7) | % | $ | (6.3) | (22.2) | % | ||||||||||||||||||||||||||
| Earnings (loss) per common share: | ||||||||||||||||||||||||||||||||||||||
| Basic | $ | (0.69) | $ | (0.54) | $ | (0.15) | (27.8) | % | ||||||||||||||||||||||||||||||
| Diluted | (0.69) | (0.54) | (0.15) | (27.8) | ||||||||||||||||||||||||||||||||||
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| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase / (Decrease) | |||||||||||||||||||||
(Dollars in millions, except per share amounts) | Dollars | Dollars | $ Change | % Change | |||||||||||||||||||
Other financial data:(1) | |||||||||||||||||||||||
| EBITDA | $ | 72.8 | $ | 63.7 | $ | 9.1 | 14.3 | % | |||||||||||||||
| Adjusted EBITDA | 130.8 | 116.6 | 14.2 | 12.2 | |||||||||||||||||||
Adjusted net sales | 1,597.4 | 1,611.5 | (14.1) | (0.9) | |||||||||||||||||||
Adjusted cost of sales | 1,340.9 | 1,354.7 | (13.8) | (1.0) | |||||||||||||||||||
| Adjusted gross profit | 256.5 | 256.8 | (0.3) | (0.1) | |||||||||||||||||||
| Adjusted total operating expenses | 201.3 | 208.1 | (6.8) | (3.3) | |||||||||||||||||||
Adjusted operating income | 55.2 | 48.7 | 6.5 | 13.3 | |||||||||||||||||||
Adjusted total other expense | 40.6 | 32.0 | 8.6 | 26.9 | |||||||||||||||||||
| Adjusted income tax expense | 4.3 | 3.5 | 0.8 | 22.9 | |||||||||||||||||||
| Adjusted net income | 10.3 | 13.2 | (2.9) | (22.0) | |||||||||||||||||||
| Adjusted diluted earnings (loss) per share | $ | 0.20 | $ | 0.25 | $ | (0.05) | (20.0) | % | |||||||||||||||
(1) Other financial data included Non-GAAP financial metrics. See "Non-GAAP Measures" for definitions and reconciliations of our Net loss to EBITDA and Adjusted EBITDA, Net sales to Adjusted net sales, Cost of sales to Adjusted cost of sales, Gross profit to Adjusted gross profit, Total operating expenses to Adjusted total operating expenses, Operating income (loss) to Adjusted operating income, Total other expense to Adjusted total other expense, Income tax benefit to Adjusted income tax expense, Net loss to Adjusted net income, and Diluted earnings (loss) per share to Adjusted diluted earnings (loss) per share.
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Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Net Sales — Net sales for the first six months of 2025 totaled $1,590.0 million compared to $1,609.2 million for the same period last year, a decrease of $19.2 million, or 1.2%. The change in net sales from 2024 to 2025 was due to the following:
| Dollars | Percent | |||||||||||||
| (In millions) | ||||||||||||||
| Margin management | $ | (47.2) | (2.9) | % | ||||||||||
| Consumption/other | (41.1) | (2.6) | ||||||||||||
| Griddle recall service impacts | (29.1) | (1.8) | ||||||||||||
| Volume/mix | $ | (117.4) | (7.3) | % | ||||||||||
| Business acquisition | 74.1 | 4.6 | ||||||||||||
| Pricing | 42.2 | 2.6 | ||||||||||||
| Business exit | (10.9) | (0.7) | ||||||||||||
| Product recall returns | (4.6) | (0.3) | ||||||||||||
| Foreign currency | (2.6) | (0.1) | ||||||||||||
| Total change in net sales | $ | (19.2) | (1.2) | % | ||||||||||
| Product recall returns/other | 5.1 | 0.3 | ||||||||||||
| Total change in adjusted net sales (1) | $ | (14.1) | (0.9) | % | ||||||||||
(1)Adjusted net sales is a Non-GAAP financial measure. Refer to the "Non-GAAP Measures" section for additional information.
The net sales decrease of 1.2% was primarily due to unfavorable volume/mix related to planned margin management actions, broader macroeconomic consumption trends, service impacts related to the voluntary recall of frozen griddle products, and the RTD business exit. This was partially offset by the acquisition of the private brand tea business, favorable pricing to recover commodity inflation, and distribution gains.
Gross Profit — Gross profit as a percentage of net sales was 16.0% in the first six months of 2025, compared to 14.9% in the first six months of 2024, an increase of 1.1 percentage points. The increase is primarily due to $13.1 million of insurance recoveries related to voluntary product recalls received during the second quarter of 2025, favorable margin from the Harris Tea acquisition, and supply chain savings initiatives. This was partially offset by commodity cost inflation and unfavorable fixed cost absorption due to declining consumption trends.
Total Operating Expenses — Total operating expenses were $232.6 million in the first six months of 2025 compared to $249.5 million in the first six months of 2024, a decrease of $16.9 million. The decrease in expense is primarily due to a non-cash impairment charge recorded in the second quarter of 2024 of $19.3 million related to the Ready-to-drink beverages asset group, lower freight and commission costs, and cost reduction activities. This was partially offset by increased restructuring costs primarily from professional fees and severance and an increase in operating expenses from the Harris Tea acquisition.
Total Other Expense — Total other expense was $71.0 million in the first six months of 2025 compared to $27.0 million in the first six months of 2024, an increase in expense of $44.0 million. The increase was due to a $40.2 million unfavorable change in non-cash mark-to-market impacts from hedging activities, driven by interest rate swaps and commodity contracts, primarily coffee. Additionally, the Company had an increase of $10.3 million in interest expense primarily due to an increase in borrowings on our Revolving Credit Facility. This was partially offset by a favorable currency exchange rate impact of $9.9 million between the U.S. and Canada.
Income Taxes — Income taxes were recognized at an effective rate of 29.5% in the first six months of 2025 compared to 21.5% recognized in the first six months of 2024. The change in the Company's effective tax rate is primarily driven by changes in the amounts of executive compensation that is not deductible for tax purposes and the estimated amount of annual pre-tax earnings.
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Our effective tax rate may change from period to period based on recurring and non-recurring factors including the jurisdictional mix of earnings, enacted tax legislation, state income taxes, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits.
Liquidity and Capital Resources
Management assesses the Company's liquidity in terms of its ability to generate cash to fund its operating, investing, and financing activities. The Company remains in a strong financial position, with resources available for reinvesting in existing businesses, conducting acquisitions, and managing its capital structure on a short and long-term basis.
Receivables Sales Program
The Company achieves a more efficient cash conversion cycle while strategically managing customer payment terms and counterparty risk through its Receivables Sales Program. Our Receivables Sales Program provides us timely and lower cost access to liquidity that is more effective than other working capital tools, including offering early payment discounts, negotiating shorter payment terms, or drawing on our Revolving Credit Facility.
Approximately $184.2 million was available under the Receivables Sales Program operating limit as of June 30, 2025. See Note 4 to our Condensed Consolidated Financial Statements for additional information regarding our Receivables Sales Program.
Revolving Credit Facility
If additional borrowings are needed, approximately $362.2 million was available under the Revolving Credit Facility as of June 30, 2025. See Note 10 to our Condensed Consolidated Financial Statements for additional information regarding our Revolving Credit Facility. We are in compliance with the terms of the Revolving Credit Facility and expect to meet foreseeable financial requirements.
Cash Flow
The following table is derived from our Condensed Consolidated Statement of Cash Flows:
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (In millions) | ||||||||||||||
Net Cash Flows (Used In) Provided By: | ||||||||||||||
| Operating activities | $ | (100.7) | $ | (71.8) | ||||||||||
| Investing activities | (258.5) | (49.7) | ||||||||||||
| Financing activities | 89.2 | (92.9) | ||||||||||||
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Operating Activities
Net cash used in operating activities was $100.7 million in the first six months of 2025 compared to $71.8 million in the first six months of 2024, an increase in cash used of $28.9 million, which was primarily attributable to a decrease in cash flows from the Receivables Sales Program. Refer to Note 4 to our Condensed Consolidated Financial Statements for additional information regarding the Receivables Sales Program. This was partially offset by higher cash earnings reflecting the Company's pricing actions to recover commodity inflation. | ||
Investing Activities
Net cash used in investing activities was $258.5 million in the first six months of 2025 compared to $49.7 million in the first six months of 2024, an increase in cash used of $208.8 million. The increase in cash used for investing activities in the first six months of 2025 was primarily driven by the $209.3 million of cash used for the acquisition of the private brand tea business in the first quarter of 2025. This was partially offset by proceeds of $4.8 million which were primarily from the sale of machinery and equipment related to the RTD business exit. | ||
Financing Activities
Net cash provided by financing activities was $89.2 million in the first six months of 2025 compared to $92.9 million net cash used in financing activities in the first six months of 2024, an increase in cash provided of $182.1 million. The increase in cash provided is primarily due to cash inflows from the Revolving Credit Facility of $105.0 million in the first six months of 2025 and $88.7 million of non-recurring common stock repurchases during the first six months of 2024. This was partially offset by costs related to the debt refinancing that occurred in January 2025. | ||
Debt Obligations
On January 17, 2025, the Company entered into the Third Amended and Restated Credit Agreement (the "Credit Agreement"), among the Company, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Credit Agreement amends, restates and replaces the prior Credit Agreement. Pursuant to the Credit Agreement, the Company (i) continued and extended the maturity of the Revolving Credit Facility and the Term Loans, (ii) decreased the aggregate size of the Term Loan A to $480.0 million and (iii) decreased the aggregate size of the Term Loan A-1 to $425.0 million.
At June 30, 2025, we had $480.0 million outstanding under Term Loan A, $423.9 million outstanding under Term Loan A-1, $500.0 million of the 2028 Notes outstanding, and $4.5 million of finance lease obligations.
As of June 30, 2025, the Company had $105.0 million drawn from its $500.0 million Revolving Credit Facility. The Company had remaining availability of $362.2 million under the Revolving Credit Facility, and there were $32.8 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit.
The Company has long-term interest rate swap agreements to fix the interest rate base in order to mitigate the Company's exposure to interest rate risk. As of June 30, 2025, we have an outstanding variable-rate debt balance of $1,008.9 million, and our interest rate swap agreements have a notional value of $875.0 million. Under the terms of the agreements, these interest rate swaps mature on February 29, 2028. As a result, our variable-rate debt is nearly fully hedged with our fixed rate interest rate swaps through 2028.
The Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain a consolidated net leverage ratio of no greater than 4.50 to 1.0, and our debt obligations contain customary representations and events of default. We are in compliance with all applicable debt covenants as of June 30, 2025.
See Note 10 to our Condensed Consolidated Financial Statements for information on our debt obligations.
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Guarantor Summarized Financial Information
The 2028 Notes issued by TreeHouse Foods, Inc. are fully and unconditionally, as well as jointly and severally, guaranteed by our directly and indirectly owned domestic subsidiaries, which are collectively known as the "Guarantor Subsidiaries." The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances, only upon the occurrence of certain customary conditions. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan.
The following tables present summarized financial information of TreeHouse Foods, Inc. and the Guarantor Subsidiaries on a combined basis. The combined summarized financial information eliminates intercompany balances and transactions among TreeHouse Foods, Inc. and the Guarantor Subsidiaries and equity in earnings and investments in any Guarantor Subsidiaries or Non-Guarantor Subsidiaries. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and Guarantor Subsidiaries.
| TreeHouse Foods, Inc. and Guarantor Subsidiaries | ||||||||
| Summarized Statement of Operations | Six Months Ended June 30, 2025 | |||||||
| (Unaudited, in millions) | ||||||||
| Net sales | $ | 1,546.0 | ||||||
| Gross profit (1) | 254.8 | |||||||
| Net loss | (28.8) | |||||||
| TreeHouse Foods, Inc. and Guarantor Subsidiaries | ||||||||||||||
| Summarized Balance Sheet | June 30, 2025 | December 31, 2024 | ||||||||||||
| (Unaudited, in millions) | ||||||||||||||
| Current assets | $ | 817.2 | $ | 926.8 | ||||||||||
| Noncurrent assets | 2,925.4 | 2,782.9 | ||||||||||||
| Current liabilities | 662.2 | 676.5 | ||||||||||||
| Noncurrent liabilities (2) | 1,699.2 | 1,629.9 | ||||||||||||
(1)For the six months ended June 30, 2025, TreeHouse Foods, Inc. and Guarantor Subsidiaries recorded $31.3 million of net sales to the Non-Guarantor Subsidiaries and $112.9 million of purchases from the Non-Guarantor Subsidiaries.
(2)Includes an amount due from Non-Guarantor Subsidiaries of $47.7 million and $20.3 million as of June 30, 2025 and December 31, 2024, respectively.
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Non-GAAP Measures
We have included in this report measures of financial performance that are not defined by GAAP ("Non-GAAP"). A Non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the Company's Condensed Consolidated Financial Statements. As described further below, we believe these measures provide useful information to the users of the financial statements.
For each of these Non-GAAP financial measures, we provide a reconciliation between the Non-GAAP measure and the most directly comparable GAAP measure, an explanation of why management believes the Non-GAAP measure provides useful information to financial statement users, and any additional purposes for which management uses the Non-GAAP measure. This Non-GAAP financial information is provided as additional information for the financial statement users and is not in accordance with, or an alternative to, GAAP. These Non-GAAP measures may be different from similar measures used by other companies.
EBITDA, EBITDA Margin, Adjusted EBITDA, and Adjusted EBITDA Margin, Adjusting for Certain Items Affecting Comparability
EBITDA margin is defined as EBITDA as a percentage of net sales. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of adjusted net sales. EBITDA represents net loss before interest expense, interest income, income tax benefit, and depreciation and amortization expense. Adjusted EBITDA reflects adjustments to EBITDA to identify items that, in management’s judgment, significantly affect the assessment of earnings results between periods. This information is provided in order to allow investors to make meaningful comparisons of the Company’s earnings performance between periods and to view the Company’s business from the same perspective as Company management. As the Company cannot predict the timing and amount of charges that include, but are not limited to, items such as product recalls and related costs, restructuring programs, acquisition, integration, divestiture, and related costs, loss on extinguishment of debt, impairment of assets, foreign currency exchange impact on the re-measurement of intercompany notes, mark-to-market adjustments on derivative contracts, and other items that may arise from time to time that would impact comparability, management does not consider these costs when evaluating the Company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation, or in determining earnings estimates. EBITDA and adjusted EBITDA are performance measures commonly used by management to assess operating performance and incentive compensation, and the Company believes they are commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance between periods and as a component of our debt covenant calculations.
Adjusted Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Total Operating Expenses, Adjusted Operating Income, Adjusted Total Other Expense, Adjusted Income Tax Expense, Adjusted Net Income, and Adjusted Diluted Earnings (Loss) Per Share, Adjusting for Certain Items Affecting Comparability
Adjusted net sales, adjusted cost of sales, adjusted gross profit, adjusted total operating expenses, adjusted operating income, adjusted total other expense, adjusted income tax expense, and adjusted net income represent their respective GAAP presentation line item adjusted for items such as product recalls and related costs, restructuring programs, acquisition, integration, divestiture, and related costs, loss on extinguishment of debt, impairment of assets, foreign currency exchange impact on the re-measurement of intercompany notes, mark-to-market adjustments on derivative contracts, and other items that may arise from time to time that would impact comparability. Management does not consider these costs when evaluating the Company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation, or in determining earnings estimates. This information is provided in order to allow investors to make meaningful comparisons of the Company’s earnings performance between periods and to view the Company’s business from the same perspective as Company management. The Company has presented each of these adjusted Non-GAAP measures as a percentage of adjusted net sales compared to its respective reported GAAP presentation line item as a percentage of net sales. Adjusted diluted earnings (loss) per share ("Adjusted diluted EPS") is determined by dividing adjusted net income (loss) by the weighted average diluted common shares outstanding. Adjusted diluted EPS reflects adjustments to GAAP earnings (loss) per diluted share to identify items that, in management's judgment, significantly affect the assessment of earnings results between periods.
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The following table reconciles the Company's net loss as presented in the Condensed Consolidated Statements of Operations, the relevant GAAP measure, to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (unaudited, in millions) | ||||||||||||||||||||||||||
| Net loss (GAAP) | $ | (2.9) | $ | (16.7) | $ | (34.7) | $ | (28.4) | ||||||||||||||||||
| Interest expense | 22.2 | 15.6 | 41.5 | 31.2 | ||||||||||||||||||||||
| Interest income | (0.2) | (0.1) | (3.0) | (4.1) | ||||||||||||||||||||||
| Income tax benefit | (2.7) | (4.2) | (14.5) | (7.8) | ||||||||||||||||||||||
| Depreciation and amortization | 42.1 | 36.2 | 83.5 | 72.8 | ||||||||||||||||||||||
| EBITDA (Non-GAAP) | 58.5 | 30.8 | 72.8 | 63.7 | ||||||||||||||||||||||
Mark-to-market adjustments(1) | 14.7 | (1.5) | 31.7 | (8.5) | ||||||||||||||||||||||
Restructuring programs & other, excluding accelerated depreciation(2) | 12.7 | 11.5 | 28.1 | 18.2 | ||||||||||||||||||||||
Acquisition, integration, divestiture, and related costs(3) | 0.7 | 1.9 | 3.2 | 6.0 | ||||||||||||||||||||||
Foreign currency (gain) loss on re-measurement of intercompany notes(4) | (3.7) | 1.1 | (3.9) | 3.5 | ||||||||||||||||||||||
Product recalls and related (income) costs, including insurance recoveries(5) | (9.6) | 7.5 | (3.7) | 14.4 | ||||||||||||||||||||||
Loss on extinguishment of debt(6) | — | — | 2.6 | — | ||||||||||||||||||||||
Impairment(7) | — | 19.3 | — | 19.3 | ||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 73.3 | $ | 70.6 | $ | 130.8 | $ | 116.6 | ||||||||||||||||||
| % of net sales | ||||||||||||||||||||||||||
| Net loss margin | (0.4) | % | (2.1) | % | (2.2) | % | (1.8) | % | ||||||||||||||||||
| EBITDA margin | 7.3 | % | 3.9 | % | 4.6 | % | 4.0 | % | ||||||||||||||||||
| % of adjusted net sales | ||||||||||||||||||||||||||
| Adjusted EBITDA margin | 9.1 | % | 8.9 | % | 8.2 | % | 7.2 | % | ||||||||||||||||||
| (1) | The Company's derivative contracts are marked-to-market each period. The non-cash unrealized changes in fair value recognized in Other expense (income), net within the Condensed Consolidated Statements of Operations are treated as Non-GAAP adjustments. As the contracts are settled, realized gains and losses are recognized, and only the mark-to-market impacts are treated as Non-GAAP adjustments. | ||||
Refer to Note 17 to our Condensed Consolidated Financial Statements for additional information. | |||||
| (2) | The Company's restructuring and margin improvement activities are part of an enterprise-wide transformation to improve the long-term profitability of the Company. During the three and six months ended June 30, 2025, the Company recognized $2.9 million and $5.8 million, respectively, of accelerated depreciation within the Company's restructuring activities as depreciation expense. There was no accelerated depreciation recognized during the three and six months ended June 30, 2024. | ||||
Refer to Note 3 to our Condensed Consolidated Financial Statements for additional information. | |||||
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| (3) | Acquisition, integration, divestiture, and related costs represents costs associated with completed and potential acquisitions, the related integration of the acquisitions, completed and potential divestitures, and gains or losses on the divestiture of a business. During the three and six months ended June 30, 2025, $0.5 million and $0.8 million were classified in General and administrative and $0.2 million and $0.5 million were classified in Net sales, respectively. Additionally, $1.9 million was classified in Cost of sales during the six months ended June 30, 2025. During the three and six months ended June 30, 2024, $1.7 million and $3.7 million were classified in General and administrative and $0.2 million and $2.1 million were classified in Cost of sales, respectively. Additionally, $0.2 million was classified in Other operating expense, net during the six months ended June 30, 2024. | ||||
Refer to Note 6 to our Condensed Consolidated Financial Statements for additional information. | |||||
| (4) | The Company has foreign currency denominated intercompany loans and incurred foreign currency gains/losses to re-measure the loans at quarter end. These amounts are non-cash and the loans are eliminated in consolidation. | ||||
| (5) | Griddle Recall and Related (Income) Costs, including Insurance Recoveries On October 18, 2024, the Company initiated a voluntary recall of certain frozen waffle products produced at its Brantford, Ontario, Canada facility, and on October 22, 2024, the Company expanded its voluntary recall to include all products manufactured at the Brantford facility that are still within their shelf-life. For the three and six months ended June 30, 2025, the Non-GAAP adjustments included an insurance recovery of $(10.0) million in each period and $3.4 million and $9.2 million for estimated product returns and claims, respectively. Broth Recall and Related (Income) Costs, including Insurance Recoveries On September 22, 2023, the Company initiated a voluntary recall of certain broth products produced at its Cambridge, Maryland facility and executed a turnaround plan to restore the facility operations. For the three and six months ended June 30, 2025, the Non-GAAP adjustments included an insurance recovery of $(3.1) million in each period and other costs of $0.1 million and $0.2 million, respectively. For the three and six months ended June 30, 2024, the Non-GAAP adjustments included non-cash plant shutdown charges of $4.5 million and $8.9 million, non-cash inventory write-offs of $0.3 million and $2.6 million, and other costs, including product returns and logistics, of $2.7 million and $2.9 million, respectively. | ||||
Refer to Note 16 to our Condensed Consolidated Financial Statements for additional information. | |||||
| (6) | During the first quarter of 2025, the Company incurred a loss on extinguishment of debt, which included a write off of deferred financing costs of $2.6 million in connection with the Credit Agreement refinancing. | ||||
Refer to Note 10 to our Condensed Consolidated Financial Statements for additional information. | |||||
| (7) | During the second quarter of 2024, the Company incurred $19.3 million of non-cash impairment charges related to property, plant, and equipment. The impairment is due to forecasted cash flow losses in the Ready-to-drink beverages business resulting in a decision to exit this business. | ||||
Refer to Note 7 to our Condensed Consolidated Financial Statements for additional information. | |||||
44
The following tables provide a reconciliation of Adjusted net sales, Adjusted cost of sales, Adjusted gross profit, Adjusted total operating expenses, Adjusted operating income, Adjusted total other expense, Adjusted income tax expense, and Adjusted net income to their most directly comparable GAAP measure, for each of the periods presented:
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited, in millions, except per share amounts) | Net sales | Cost of sales | Gross profit | Total operating expenses | Operating income | Total other expense | Income tax (benefit) expense | Net (loss) income | ||||||||||||||||||||||||||||||||||||||||||
| As reported (GAAP) | $ | 798.0 | $ | 658.8 | $ | 139.2 | $ | 111.9 | $ | 27.3 | $ | 32.9 | $ | (2.7) | $ | (2.9) | ||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mark-to-market adjustments(1) | — | — | — | — | — | (14.7) | — | 14.7 | ||||||||||||||||||||||||||||||||||||||||||
Restructuring programs & other, including accelerated depreciation(2) | — | (2.9) | 2.9 | (12.7) | 15.6 | — | — | 15.6 | ||||||||||||||||||||||||||||||||||||||||||
Acquisition, integration, divestiture, and related costs(3) | 0.2 | — | 0.2 | (0.5) | 0.7 | — | — | 0.7 | ||||||||||||||||||||||||||||||||||||||||||
Foreign currency gain on re-measurement of intercompany notes(4) | — | — | — | — | — | 3.7 | — | (3.7) | ||||||||||||||||||||||||||||||||||||||||||
Product recalls and related (income) costs, including insurance recoveries(5) | 3.2 | 12.8 | (9.6) | — | (9.6) | — | — | (9.6) | ||||||||||||||||||||||||||||||||||||||||||
| Taxes on adjusting items | — | — | — | — | — | — | 6.0 | (6.0) | ||||||||||||||||||||||||||||||||||||||||||
| As adjusted (Non-GAAP) | $ | 801.4 | $ | 668.7 | $ | 132.7 | $ | 98.7 | $ | 34.0 | $ | 21.9 | $ | 3.3 | $ | 8.8 | ||||||||||||||||||||||||||||||||||
| As reported (% of net sales) | 17.4 | % | 14.0 | % | 3.4 | % | 4.1 | % | (0.3) | % | (0.4) | % | ||||||||||||||||||||||||||||||||||||||
| As adjusted (% of adjusted net sales) | 16.6 | % | 12.3 | % | 4.2 | % | 2.7 | % | 0.4 | % | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | $ | (0.06) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted | $ | 0.17 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted for net loss | 50.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted for adjusted net income | 50.6 | |||||||||||||||||||||||||||||||||||||||||||||||||
45
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited, in millions, except per share amounts) | Net sales | Cost of sales | Gross profit | Total operating expenses | Operating (loss) income | Total other expense | Income tax (benefit) expense | Net (loss) income | ||||||||||||||||||||||||||||||||||||||||||
| As reported (GAAP) | $ | 788.5 | $ | 660.2 | $ | 128.3 | $ | 132.3 | $ | (4.0) | $ | 16.9 | $ | (4.2) | $ | (16.7) | ||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mark-to-market adjustments(1) | — | — | — | — | — | 1.5 | — | (1.5) | ||||||||||||||||||||||||||||||||||||||||||
Restructuring programs & other(2) | — | — | — | (11.5) | 11.5 | — | — | 11.5 | ||||||||||||||||||||||||||||||||||||||||||
Acquisition, integration, divestiture, and related costs(3) | — | (0.2) | 0.2 | (1.7) | 1.9 | — | — | 1.9 | ||||||||||||||||||||||||||||||||||||||||||
Foreign currency loss on re-measurement of intercompany notes(4) | — | — | — | — | — | (1.1) | — | 1.1 | ||||||||||||||||||||||||||||||||||||||||||
Product recalls and related costs(5) | 1.4 | (6.1) | 7.5 | — | 7.5 | — | — | 7.5 | ||||||||||||||||||||||||||||||||||||||||||
Impairment(7) | — | — | — | (19.3) | 19.3 | — | — | 19.3 | ||||||||||||||||||||||||||||||||||||||||||
| Taxes on adjusting items | — | — | — | — | — | — | 8.1 | (8.1) | ||||||||||||||||||||||||||||||||||||||||||
| As adjusted (Non-GAAP) | $ | 789.9 | $ | 653.9 | $ | 136.0 | $ | 99.8 | $ | 36.2 | $ | 17.3 | $ | 3.9 | $ | 15.0 | ||||||||||||||||||||||||||||||||||
| As reported (% of net sales) | 16.3 | % | 16.8 | % | (0.5) | % | 2.1 | % | (0.5) | % | (2.1) | % | ||||||||||||||||||||||||||||||||||||||
| As adjusted (% of adjusted net sales) | 17.2 | % | 12.6 | % | 4.6 | % | 2.2 | % | 0.5 | % | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | $ | (0.32) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted | $ | 0.29 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted for net loss | 52.3 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted for adjusted net income | 52.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited, in millions, except per share amounts) | Net sales | Cost of sales | Gross profit | Total operating expenses | Operating income | Total other expense | Income tax (benefit) expense | Net (loss) income | ||||||||||||||||||||||||||||||||||||||||||
| As reported (GAAP) | $ | 1,590.0 | $ | 1,335.6 | $ | 254.4 | $ | 232.6 | $ | 21.8 | $ | 71.0 | $ | (14.5) | $ | (34.7) | ||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mark-to-market adjustments(1) | — | — | — | — | — | (31.7) | — | 31.7 | ||||||||||||||||||||||||||||||||||||||||||
Restructuring programs & other, including accelerated depreciation(2) | — | (5.7) | 5.7 | (28.2) | 33.9 | — | — | 33.9 | ||||||||||||||||||||||||||||||||||||||||||
Acquisition, integration, divestiture, and related costs(3) | 0.5 | (1.9) | 2.4 | (0.8) | 3.2 | — | — | 3.2 | ||||||||||||||||||||||||||||||||||||||||||
Foreign currency gain on re-measurement of intercompany notes(4) | — | — | — | — | — | 3.9 | — | (3.9) | ||||||||||||||||||||||||||||||||||||||||||
Product recalls and related (income) costs, including insurance recoveries(5) | 6.9 | 12.9 | (6.0) | (2.3) | (3.7) | — | — | (3.7) | ||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt(6) | — | — | — | — | — | (2.6) | — | 2.6 | ||||||||||||||||||||||||||||||||||||||||||
| Taxes on adjusting items | — | — | — | — | — | — | 18.8 | (18.8) | ||||||||||||||||||||||||||||||||||||||||||
| As adjusted (Non-GAAP) | $ | 1,597.4 | $ | 1,340.9 | $ | 256.5 | $ | 201.3 | $ | 55.2 | $ | 40.6 | $ | 4.3 | $ | 10.3 | ||||||||||||||||||||||||||||||||||
| As reported (% of net sales) | 16.0 | % | 14.6 | % | 1.4 | % | 4.5 | % | (0.9) | % | (2.2) | % | ||||||||||||||||||||||||||||||||||||||
| As adjusted (% of adjusted net sales) | 16.1 | % | 12.6 | % | 3.5 | % | 2.5 | % | 0.3 | % | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | $ | (0.69) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted | $ | 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted for net loss | 50.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted for adjusted net income | 50.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
46
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited, in millions, except per share amounts) | Net sales | Cost of sales | Gross profit | Total operating expenses | Operating (loss) income | Total other expense | Income tax (benefit) expense | Net (loss) income | ||||||||||||||||||||||||||||||||||||||||||
| As reported (GAAP) | $ | 1,609.2 | $ | 1,368.9 | $ | 240.3 | $ | 249.5 | $ | (9.2) | $ | 27.0 | $ | (7.8) | $ | (28.4) | ||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mark-to-market adjustments(1) | — | — | — | — | — | 8.5 | — | (8.5) | ||||||||||||||||||||||||||||||||||||||||||
Restructuring programs & other(2) | — | — | — | (18.2) | 18.2 | — | — | 18.2 | ||||||||||||||||||||||||||||||||||||||||||
Acquisition, integration, divestiture, and related costs(3) | — | (2.1) | 2.1 | (3.9) | 6.0 | — | — | 6.0 | ||||||||||||||||||||||||||||||||||||||||||
Foreign currency loss on re-measurement of intercompany notes(4) | — | — | — | — | — | (3.5) | — | 3.5 | ||||||||||||||||||||||||||||||||||||||||||
Product recalls and related costs(5) | 2.3 | (12.1) | 14.4 | — | 14.4 | — | — | 14.4 | ||||||||||||||||||||||||||||||||||||||||||
Impairment(7) | — | — | — | (19.3) | 19.3 | — | — | 19.3 | ||||||||||||||||||||||||||||||||||||||||||
| Taxes on adjusting items | — | — | — | — | — | — | 11.3 | (11.3) | ||||||||||||||||||||||||||||||||||||||||||
| As adjusted (Non-GAAP) | $ | 1,611.5 | $ | 1,354.7 | $ | 256.8 | $ | 208.1 | $ | 48.7 | $ | 32.0 | $ | 3.5 | $ | 13.2 | ||||||||||||||||||||||||||||||||||
| As reported (% of net sales) | 14.9 | % | 15.5 | % | (0.6) | % | 1.7 | % | (0.5) | % | (1.8) | % | ||||||||||||||||||||||||||||||||||||||
| As adjusted (% of adjusted net sales) | 15.9 | % | 12.9 | % | 3.0 | % | 2.0 | % | 0.2 | % | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | $ | (0.54) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted | $ | 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted for net loss | 53.0 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted for adjusted net income | 53.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
Free Cash Flow
In addition to measuring our cash flow generation and usage based upon the operating, investing, and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure free cash flow (a Non-GAAP measure) which represents net cash used in operating activities, less capital expenditures and proceeds from sales of fixed assets. We believe free cash flow is an important measure of liquidity because it provides management and investors a measure of cash generated from operations that is available for mandatory payment obligations and investment opportunities such as funding acquisitions, repaying debt, repurchasing public debt, and repurchasing our common stock.
The following table reconciles cash flow used in operating activities (a GAAP measure) to our free cash flow (a Non-GAAP measure).
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (In millions) | ||||||||||||||
Cash flow used in operating activities (GAAP) | $ | (100.7) | $ | (71.8) | ||||||||||
Capital expenditures | (54.0) | (51.1) | ||||||||||||
| Proceeds from sales of fixed assets | 4.8 | 1.4 | ||||||||||||
Free cash flow (Non-GAAP) | $ | (149.9) | $ | (121.5) | ||||||||||
47
Other Commitments and Contingencies
The Company also has selected levels of property and casualty risks, primarily related to employee health care, workers' compensation claims, and other casualty losses, in addition to contingent liabilities related to the ordinary course of litigation, investigations, and tax audits.
See Note 16 to our Condensed Consolidated Financial Statements included herein and Note 19 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for additional information about our commitments and contingent obligations.
Except for changes to the scheduled maturities of debt obligations and debt interest payments due to the Company's debt refinancing as disclosed in Note 10 to our Condensed Consolidated Financial Statements, there were no material changes outside the ordinary course of business within the Cash Requirements under our various contractual obligations and commitments in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Recent Accounting Pronouncements
Information regarding recent accounting pronouncements is provided in Note 2 to the Company's Condensed Consolidated Financial Statements.
Critical Accounting Estimates
A description of the Company's critical accounting estimates is contained in our Annual Report on Form 10-K for the year ended December 31, 2024. There were no material changes to the Company's critical accounting estimates in the three and six months ended June 30, 2025.
Cautionary Statement Regarding Forward Looking Statements
From time to time, we and our representatives may provide information, whether orally or in writing, including certain statements in this Quarterly Report on Form 10-Q, which are deemed to be "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.
The words "believe," "estimate," "project," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could," and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, or intended. We do not intend to update these forward-looking statements following the date of this report. In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q and other public statements we make. Such factors include, but are not limited to: risks related to quality issues, disruptions, or inefficiencies in our supply chain and/or operations; product recalls; loss or consolidation of key suppliers; raw material and commodity costs due to inflation; labor strikes or work stoppages; multiemployer pension plans; labor shortages and increased competition for labor; success of our restructuring programs; our level of indebtedness and related obligations; disruptions in the financial markets; uncertain effects, both direct and indirect, of changes and volatility in tariffs and trade policies; interest rates; changes in foreign currency exchange rates; customer concentration and consolidation; competition; our ability to execute on our business strategy; our ability to continue to make acquisitions and execute on divestitures or effectively manage the growth from acquisitions; impairment of goodwill or long lived assets; changes and developments affecting our industry, including customer preferences and the prevalence of weight loss drugs; the outcome of litigation and regulatory proceedings to which we and/or our customers may be a party; changes in laws and regulations applicable to us; shareholder activism; disruptions in or failures of our information technology systems; geopolitical events; changes in weather conditions, climate changes, and natural disasters; and other risks that are set forth in the Risk Factors section, the Legal Proceedings section, the Management's Discussion and Analysis of Financial Condition and Results of Operations section, and other sections of this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2024, and from time to time in our filings with the Securities and Exchange Commission ("SEC").
48
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to certain market risks, which exist as part of its ongoing business operations. The Company uses derivative instruments, where appropriate, to manage these risks. Refer to Note 17 to our Condensed Consolidated Financial Statements for additional information regarding these derivative instruments.
For additional information regarding the Company's exposure to certain market risk, refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, within the Company's 2024 Annual Report on Form 10-K. There have been no significant changes in the Company's portfolio of financial instruments or market risk exposures from the 2024 year-end.
Item 4. Controls and Procedures
The Company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), to allow timely decisions regarding required disclosures.
As of June 30, 2025, management, with the participation of our CEO and CFO, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. The scope of management’s assessment of the effectiveness of our disclosure controls and procedures includes all of the Company’s subsidiaries with the exception of the internal control over financial reporting of the operations of the acquisition of the private brand tea business, which was completed on January 2, 2025. This exclusion is in accordance with the general guidance from the Staff of the SEC that an assessment of a recently acquired business's internal control over financial reporting may be omitted from the scope of management’s assessment for a period of up to one year following the acquisition. We are in the process of implementing the Company’s internal control over financial reporting of the acquisition. The net sales and total assets of the acquisition represented approximately 4.7% and 5.9%, respectively, of the Condensed Consolidated Financial Statement amounts as of and for the six months ended June 30, 2025.
There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2025 that has materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
49
Part II — Other Information
Item 1. Legal Proceedings
Information regarding legal proceedings is available in Note 16 to the Condensed Consolidated Financial Statements in this report.
Item 1A. Risk Factors
Information regarding risk factors appears in Management's Discussion and Analysis of Financial Condition and Results of Operations — Information Related to Forward-Looking Statements, in Part I — Item 2 of this Form 10-Q, and in Part I — Item 1A of the TreeHouse Foods, Inc. Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes from the risk factors previously disclosed in the TreeHouse Foods, Inc. Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
Not applicable.
Item 5. Other Information
(c) Trading Plans
During the quarter ended June 30, 2025, no director or officer adopted terminated
Item 6. Exhibits
| 3.1 | Restated Certificate of Incorporation of TreeHouse Foods, Inc., as amended April 24, 2025, is incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 30, 2025. | ||||
| 3.2 | Amended and Restated By-Laws of TreeHouse Foods, Inc. is incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated November 5, 2024. | ||||
| 22* | List of Guarantor Subsidiaries. | ||||
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS* | Inline XBRL Instance Document. | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 104* | The cover page from TreeHouse Foods, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included as Exhibit 101). | ||||
*Filed herewith.
50
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TREEHOUSE FOODS, INC. | |||||
Date: July 31, 2025 | /s/ Patrick M. O'Donnell | ||||
| Patrick M. O'Donnell | |||||
| Executive Vice President and Chief Financial Officer | |||||
51
Source:
FAQ
How many Pure Storage (PSTG) shares are being registered for sale?
The Form 144 covers 163,925 common shares.
What is the estimated value of the proposed PSTG share sale?
Based on the filing, the sale is valued at approximately $9.71 million.
When is the planned sale date for the PSTG shares?
The filing lists an approximate sale date of 07/31/2025.
How many PSTG shares were sold by the same trusts in the last 3 months?
301,251 shares were sold, generating 鈮� $17.28 million in gross proceeds.
What percentage of Pure Storage鈥檚 shares outstanding does the new sale represent?
The 163,925 shares equal roughly 0.05 % of the 326.8 million shares outstanding.
Treehouse Foods
NYSE:THS
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Jul 31, 2025
[8-K] Treehouse Foods, Inc. Reports Material Event
THS Stock Data
1.04B
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111.34%
4.03%
Packaged Foods
Canned, Frozen & Preservd Fruit, Veg & Food Specialties
United States
OAK BROOK