TreeHouse(THS) - 2025 Q4 - Annual Results

Financial Projections - Adjusted Net Sales for the year ended December 31, 2025 are expected to be in the range of $3,375 million to $3,395 million, with Adjusted EBITDA from continuing operations expected to be between $350 million and $360 million[4] - For the three months ended December 31, 2025, Adjusted Net Sales are anticipated to be between $935 million and $955 million, driven by the Harris Tea acquisition and increased demand for private-label products[4] Division Performance - The Snacks division generated Adjusted Net Sales of approximately $857 million, $927 million, $964 million, and $927 million for the years ended December 31, 2022, 2023, 2024, and the twelve months ended September 30, 2025, respectively[13] - The Meals division generated Adjusted Net Sales of approximately $2,441 million, $2,506 million, $2,414 million, and $2,424 million for the same periods[13] - Adjusted EBITDA for the Snacks division was approximately $107 million, $140 million, $149 million, and $147 million for the years ended December 31, 2022, 2023, 2024, and the twelve months ended September 30, 2025, respectively[16] - Adjusted EBITDA for the Meals division was approximately $185 million, $226 million, $188 million, and $194 million for the same periods[16] Cost Savings and Integration - TreeHouse estimates total annual run rate cost savings of approximately $131 million from the Merger and related integration initiatives by the end of 2028, with a positive EBITDA impact of approximately $39.3 million[13] - The company expects to incur one-time costs of approximately $19 million to achieve the estimated cost savings, which are not included in the $39.3 million savings estimate[14] Market Position and Structure - The company holds leading or top-three positions across its core product categories in the North American private label market[16] - Following the Merger, TreeHouse will operate through two divisions, "Snacks" and "Meals," and three distribution channels, enhancing its market presence[13] Financial Reporting and Measures - TreeHouse is presenting Adjusted EBITDA and Adjusted Net Sales to assist prospective lenders in evaluating the company's results and liquidity post-Merger[17] - Adjusted EBITDA is defined as EBITDA adjusted for items that significantly affect earnings assessment between periods[19] - Adjusted Net Sales is calculated by adjusting GAAP presentation for items such as product recalls and acquisition-related costs[20] - The company acknowledges that non-GAAP financial measures have limitations and should not be considered a substitute for GAAP measures[18] Forward-Looking Statements - Forward-looking statements may involve risks and uncertainties, including the risk that the Merger does not close due to unmet conditions[21] - The company cannot guarantee that conditions to the Merger will be satisfied, and there is no obligation to update forward-looking statements[21] Proxy Statement and Solicitation - TreeHouse filed a definitive proxy statement with the SEC regarding the proposed transaction with Investindustrial on December 29, 2025[22] - Security holders are urged to read the proxy statement carefully as it contains important information about the proposed transaction[22] - Participants in the solicitation of proxies include TreeHouse's directors and executive officers, as detailed in the Annual Report on Form 10-K[23] - The proxy statement and other relevant materials can be obtained free of charge from the SEC's website and TreeHouse's website[22]