What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-02 compared with 2023-11-09 · 212 added, 401 removed, 276 unchanged (69% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

October 1, 2023 and January 1, 2023

(In thousands)

October 1, 2023

As of January 1, 2023

March 31, 2024 and December 31, 2023

(In thousands, except share information)

March 31, 2024

As of December 31, 2023

Current Assets

7 unchanged sentences

Non-current Assets

Assets held for sale 3,253 7,559

Property, plant and equipment, net 295,836 318,881

22 unchanged sentences

1,000,000,000 shares authorized;

81,141,417 and 80,882,334 shares issued and outstanding as of October 1, 2023 and January 1, 2023, respectively

81,406,827 and 81,187,977 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Shares of Class V Common Stock, $ 0.0001 par value;

61,249,000 shares authorized;

59,349,000 shares issued and outstanding as of October 1, 2023 and January 1, 2023

59,349,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023

Additional paid-in capital 952,227 944,573

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen and thirty-nine weeks ended October 1, 2023 and October 2, 2022

(In thousands, except share information) (Unaudited)

(in thousands) Thirteen weeks ended October 1, 2023 Thirteen weeks ended October 2, 2022 Thirty-nine weeks ended October 1, 2023 Thirty-nine weeks ended October 2, 2022

For the thirteen weeks ended March 31, 2024 and April 2, 2023

(In thousands, except share information)

Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023

Net sales $ 346,523 $ 351,433

5 unchanged sentences

Total selling, distribution, and administrative expenses 109,448 106,086

(Loss) gain on sale of assets, net ( 8,488 ) ( 823 ) ( 9,275 ) 919

Loss on sale of assets, net ( 470 ) ( 508 )

Income (loss) from operations 9,655 ( 2,098 )

Other income (expense)

Other income (expense), net

Gain on sale of business 44,015 —

Interest expense ( 13,831 ) ( 14,378 )

Other income, net 392 205 2,279 80

Gain (loss) on remeasurement of warrant liability 15,984 ( 3,672 ) 16,560 4,032

Other income 910 1,615

Loss on remeasurement of warrant liability ( 11,808 ) ( 2,232 )

Other income (expense), net 19,286 ( 14,995 )

Income (loss) before taxes 28,941 ( 17,093 )

Income tax benefit ( 10,099 ) ( 1,595 ) ( 13,435 ) ( 1,688 )

Income tax expense (benefit) 26,544 ( 2,611 )

Net income (loss) 2,397 ( 14,482 )

Net (income) loss attributable to noncontrolling interest ( 6,387 ) 5,355

Net income (loss) attributable to controlling interest $ 15,993 $ ( 888 ) $ 2,742 $ ( 15,279 )

Earnings (loss) per Class A Common stock:

Net loss attributable to controlling interest $ ( 3,990 ) $ ( 9,127 )

Loss per Class A Common stock:

Basic $ ( 0.05 ) $ ( 0.11 )

4 unchanged sentences

Net income (loss) $ 2,397 $ ( 14,482 )

Other comprehensive income:

Other comprehensive income (loss):

Change in fair value of interest rate swap 4,659 ( 10,325 )

1 unchanged sentence

Net comprehensive (income) loss attributable to noncontrolling interest ( 8,352 ) 9,722

Net comprehensive income attributable to controlling interest $ 18,330 $ 10,444 $ 4,647 $ 13,626

Net comprehensive loss attributable to controlling interest $ ( 1,296 ) $ ( 15,085 )

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF EQUITY

For the thirteen and thirty-nine weeks ended October 1, 2023 and October 2, 2022

(In thousands, except share data) (Unaudited)

For the thirteen weeks ended March 31, 2024 and April 2, 2023

(In thousands, except share information)

Class A Common Stock Class V Common Stock Additional Paid-in Capital Accumulated (Deficit) Accumulated Other Comprehensive Income Total Stockholders' Equity Non-controlling Interest Total Equity

1 unchanged sentence

Balance at January 1, 2023 80,882,334 $ 8 59,349,000 $ 6 $ 926,919 $ ( 254,564 ) $ 30,777 $ 703,146 $ 748,538 $ 1,451,684

Payments of tax withholding requirements for employee stock awards — — ( 6,217 ) — — ( 6,217 ) — ( 6,217 )

Share-based compensation 130,534 — — 4,634 — — 4,634 — 4,634

Issuance of common stock in connection with private placement sale 2,105,373 — — 28,000 — — 28,000 — 28,000

Tax impact arising from share issuance — — ( 561 ) — — ( 561 ) — ( 561 )

Payments of tax withholding requirements for employee stock awards — — ( 589 ) — — ( 589 ) — ( 589 )

Net loss — — — ( 9,127 ) — ( 9,127 ) ( 5,355 ) ( 14,482 )

Other comprehensive income — — — — 17,573 17,573 13,247 30,820

Cash dividends declared ($ 0.108 per share of Class A Common Stock)

— — — ( 8,604 ) — ( 8,604 ) — ( 8,604 )

Distribution to noncontrolling interest — — — — — — ( 6,410 ) ( 6,410 )

Balance at July 3, 2022 80,812,835 8 59,349,000 6 939,575 ( 259,593 ) 21,288 701,284 746,843 1,448,127

Stock-based compensation — — 1,800 — — 1,800 — 1,800

Net (loss) income — — — ( 888 ) — ( 888 ) 2,373 1,485

Other comprehensive income — — — — 11,332 11,332 8,323 19,655

Cash dividends declared ($ 0.054 per share of Class A Common Stock)

Cash dividends declared — — — ( 56 ) — ( 56 ) — ( 56 )

Other comprehensive loss — — — — ( 5,958 ) ( 5,958 ) ( 4,367 ) ( 10,325 )

Balance at April 2, 2023

81,012,868 $ 8 59,349,000 $ 6 $ 930,964 $ ( 263,747 ) $ 24,819 $ 692,050 $ 738,816 $ 1,430,866

Distribution to noncontrolling interest — — — — — — ( 3,205 ) ( 3,205 )

Balance at October 2, 2022 80,812,835 $ 8 59,349,000 $ 6 $ 941,375 $ ( 264,845 ) $ 32,620 $ 709,164 $ 754,334 $ 1,463,498

Balance at January 1, 2023 80,882,334 $ 8 59,349,000 $ 6 $ 926,919 $ ( 254,564 ) $ 30,777 $ 703,146 $ 748,538 $ 1,451,684

Balance at December 31, 2023 81,187,977 $ 8 59,349,000 $ 6 $ 944,573 $ ( 298,049 ) $ 22,958 $ 669,496 $ 714,187 $ 1,383,683

Share-based compensation 218,850 — — 3,913 — — 3,913 — 3,913

Payments of tax withholding requirements for employee stock awards — — ( 1,397 ) — — ( 1,397 ) — ( 1,397 )

Net loss — — — ( 13,251 ) — ( 13,251 ) ( 9,784 ) ( 23,035 )

Cash dividends declared ($ 0.114 per share of Class A Common Stock)

— — — ( 9,296 ) — ( 9,296 ) — ( 9,296 )

Other comprehensive loss — — — — ( 432 ) ( 432 ) ( 321 ) ( 753 )

Deferred tax impact from divestiture — — 5,138 — — 5,138 — 5,138

Net (loss) income — — — ( 3,990 ) — ( 3,990 ) 6,387 2,397

Cash dividends declared — — — ( 4,803 ) — ( 4,803 ) — ( 4,803 )

Distribution to noncontrolling interest — — — — — — ( 3,502 ) ( 3,502 )

Balance at July 2, 2023 81,141,417 8 59,349,000 6 935,269 ( 277,111 ) 30,345 688,517 731,667 1,420,184

Stock-based compensation — — 3,629 — — 3,629 — 3,629

Net income (loss) — — — 15,993 — 15,993 222 16,215

Other comprehensive income — — — — 2,694 2,694 1,965 4,659

Cash dividends declared ($ 0.057 per share of Class A Common Stock)

— — — ( 4,625 ) — ( 4,625 ) — ( 4,625 )

Distribution to noncontrolling interest — — — — — — ( 3,383 ) ( 3,383 )

Balance at October 1, 2023 81,141,417 $ 8 59,349,000 $ 6 $ 938,898 $ ( 265,743 ) $ 32,682 $ 705,851 $ 730,216 $ 1,436,067

Balance at March 31, 2024 81,406,827 $ 8 59,349,000 $ 6 $ 952,227 $ ( 306,842 ) $ 25,652 $ 671,051 $ 719,037 $ 1,390,088

The accompanying notes are an integral part of these consolidated financial statements.

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the thirty-nine weeks ended October 1, 2023 and October 2, 2022

CONSOLIDATED STATEMENT OF CASH FLOWS

For the thirteen weeks ended March 31, 2024 and April 2, 2023

(In thousands)

Thirty-nine weeks ended October 1, 2023

Thirty-nine weeks ended October 2, 2022

Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023

Cash flows from operating activities

Net loss $ ( 6,820 ) $ ( 27,868 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss) $ 2,397 $ ( 14,482 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Impairment and other charges — 1,945

Depreciation and amortization 18,302 20,094

Gain on remeasurement of warrant liability ( 16,560 ) ( 4,032 )

Loss (gain) on sale of assets 9,275 ( 919 )

Gain on sale of business ( 44,015 ) —

Loss on remeasurement of warrant liability 11,808 2,232

Loss on sale of assets 470 508

Share-based compensation 3,913 4,634

6 unchanged sentences

Accounts payable and accrued expenses and other 11,412 ( 16,092 )

Net cash provided by operating activities 49,130 8,071

Net cash used in operating activities ( 9,065 ) ( 8,443 )

Cash flows from investing activities

Acquisitions, net of cash acquired — ( 75 )

Purchases of property and equipment ( 13,630 ) ( 13,906 )

Proceeds from sale of property and equipment 6,006 451

Proceeds from sale of business 167,500 —

Proceeds from sale of routes 7,199 6,127

Proceeds from the sale of IO notes 855 867

Proceeds from insurance claims for capital investments — 3,935

Notes receivable, net ( 26,369 ) ( 14,028 )

Net cash used in investing activities ( 37,505 ) ( 52,940 )

Notes receivable ( 9,919 ) ( 7,557 )

Net cash provided by (used in) investing activities 158,011 ( 14,018 )

Cash flows from financing activities

Line of credit borrowings, net 20,324 40,390

Borrowings on line of credit 37,000 20,000

Repayments on line of credit ( 37,119 ) —

Borrowings on term debt and notes payable 9,798 2,331

Repayments on term debt and notes payable ( 154,239 ) ( 6,244 )

Payment of debt issuance cost ( 655 ) ( 1,471 )

Payments of tax withholding requirements for employee stock awards ( 1,397 ) ( 589 )

Proceeds from issuance of shares — 28,000

Dividends ( 4,625 ) ( 4,663 )

1 unchanged sentence

Net cash (used in) provided by financing activities ( 153,965 ) 7,452

Net (decrease) increase in cash and cash equivalents ( 12,836 ) 9,907

Net decrease in cash and cash equivalents ( 5,019 ) ( 15,009 )

Cash and cash equivalents at beginning of period 52,023 72,930

5 unchanged sentences

Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc.

("UBI" or the "Company", formerly Collier Creek Holdings ("CCH")) and its wholly owned subsidiaries.

("UBI" or the "Company") and its wholly owned subsidiaries.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.

3 unchanged sentences

GAAP for annual financial statements.

However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s financial statements for the year ended January 1, 2023.

The balance sheet as of January 1, 2023 has been derived from the audited combined financial statements as of and for the year ended January 1, 2023.

The balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements as of and for the year ended December 31, 2023.

In the opinion of management, such financial information reflects all normal and recurring adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with the U.S.

Operating results for the interim period are not necessarily indicative of the results that may be expected for any future period or for the full year.

The consolidated interim financial statements, including the Company's significant accounting policies, should be read in conjunction with the audited combined financial statements and notes thereto for the year ended January 1, 2023.

The consolidated interim financial statements, including our significant accounting policies, should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023.

All intercompany transactions and balances have been eliminated in consolidation.

Reclassification – Certain prior year amounts have been reclassified for consistency with the current year presentation.

Operations – The Company through its subsidiary, Utz Quality Foods, LLC ("UQF"), has been a premier producer, marketer and distributor of snack food products since 1921.

The Company has steadily expanded its distribution channels to where it now sells products to supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military, and other channels in most regions of the United States through routes to market, that include direct-store-delivery, (“DSD”), direct to warehouse, and third-party distributors.

The Company manufactures and distributes a full line of high-quality salty snack items, such as potato chips, tortilla chips, pretzels, cheese balls, pork skins, party mixes, and popcorn.

The Company also sells dips, crackers, dried meat products and other snack food items packaged by other manufacturers.

Cash and Cash Equivalents – The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents.

The majority of the Company’s cash is held in financial institutions with insurance provided by the Federal Deposit Insurance Corporation ("FDIC") of $250,000 per depositor.

At various times, account balances may exceed federally insured limits.

Accounts Receivables – Accounts receivable are reported at net realizable value.

The net realizable value is based on Company management’s estimate of the amount of receivables that will be collected based on analysis of historical data and trends, as well as review of significant customer accounts.

Accounts receivable are considered to be past due when payments are not received within the customer’s credit terms.

The Company’s methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable.

Some of these factors include current market conditions, delinquency trends, aging behavior of receivables, and customer classes or individual customers.

The Company’s estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators.

Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates.

Inventories – Inventories are stated at the lower of cost (first-in, first-out) or net realizable value.

Inventory write-downs are recorded for shrinkage, damaged, stale and slow-moving items.

Property, Plant and Equipmen t – Property, plant and equipment are stated at cost net of accumulated depreciation.

Major additions and betterments are recorded to the asset accounts, while maintenance and repairs, which do not improve or extend the lives of the assets, are charged to expense accounts as incurred.

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations in the disposal period.

Depreciation is determined utilizing the straight-line method over the estimated useful lives of the various assets, which generally range from 2 to 20 years for machinery and equipment, 3 to 10 years for transportation equipment and 8 to 40 years for buildings.

Assets held for sale are reported at the lower of the carrying amount or fair value less costs to sell.

The Company assesses for impairment on property, plant and equipment upon the occurrence of a triggering event.

Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method of Accounting Standards Codification (“ASC”) 740, Income Taxes, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted.

A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible.

The Company follows the provisions of ASC 740-10 related to accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.

The benefit of tax positions taken or expected to be taken in the Company’s income tax returns is recognized in the financial statements if such positions are more likely than not capable of being sustained upon examination by taxing authorities.

Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized benefits".

A liability is recognized (or the amount of net operating loss carryover or the amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10.

Interest costs and penalties related to unrecognized tax benefits are required to be calculated, if applicable.

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, distribution, and administrative expenses.

As of October 1, 2023 and January 1, 2023, no liability for unrecognized tax benefits was required to be reported.

The Company does not expect any significant changes in its unrecognized tax benefits in the next fiscal year.

Goodwill and Other Identifiable Intangible Assets – The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill.

The identification and valuation of these intangible assets and the determination of their estimated useful lives at the time of acquisition, as well as the completion of impairment tests, require significant management judgments and estimates.

These estimates are made based on, among other factors, review of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the cost of capital.

The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations.

Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets.

Finite-lived intangible assets consist of distribution/customer relationships, technology, certain master distribution rights and certain trademarks.

These assets are being amortized over their estimated useful lives.

Finite-lived intangible assets are tested for impairment only when management has determined that potential impairment indicators are present.

Goodwill and other indefinite-lived intangible assets (including certain trade names, certain master distribution rights and Company-owned sales routes) are not amortized but are tested for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred.

The Company tests goodwill for impairment at the reporting unit level.

The Company has identified the existing snack food operations as its sole reporting unit.

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update ("ASU") No.

2017-04, Intangibles - Goodwill and Other ("Topic 350"):

Simplifying the Test for Goodwill Impairment, the Company is required to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value.

Topic 350 also permits an entity to first assess qualitative factors to determine whether it is necessary to perform quantitative impairment tests for goodwill and indefinite-lived intangibles.

If an entity believes, as a result of each qualitative assessment, it is more likely than not that the fair value of goodwill or an indefinite-lived intangible asset exceeds its carrying value then a quantitative impairment test is not required.

For the latest qualitative analysis performed, which took place on the first day of the fourth quarter of 2022, the Company took into consideration all the events and circumstances listed in Topic 350 in addition to other entity-specific factors that had taken place.

The Company determined that there was no significant impact that affected the fair value of the reporting unit through October 1, 2023.

Therefore, the Company determined that it was not necessary to perform a quantitative goodwill impairment test for the reporting unit.

Fair Value of Financial Instruments – Financial instruments held by the Company include cash and cash equivalents, accounts receivable, hedging instruments, warrants, purchase commitments on commodities, accounts payable and debt.

The carrying value of all cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature.

The carrying value of the debt is also estimated to approximate its fair value based upon current market conditions and interest rates.

The fair values of the hedging instruments are revalued at each reporting period.

Prior Period Revision - Consolidated Statement of Cash Flows – For the thirteen weeks ended March 31, 2024, the Company disclosed the borrowings of lines of credit and repayments of lines of credit as separate line items within the financing activities section of the Consolidated Statement of Cash Flows.

The Company has corrected these line items for the thirteen weeks ended April 2, 2023 for comparability purposes and deems the change to that period to be immaterial.

Revenue Recognition – The Company’s revenues primarily consist of the sale of salty snack items to customers, including supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military, and other channels.

The Company sells its products in most regions of the United States primarily through its DSD network, direct to warehouse shipments, and third-party distributors.

The Company sells its products in most regions of the United States primarily through its direct-store delivery ("DSD") network, direct to warehouse shipments, and third-party distributors.

These revenue contracts generally have a single performance obligation.

Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs.

Amounts billed and due from customers are classified as accounts receivables and require payment on a short-term basis and, therefore, the Company does not have any significant financing components.

2 unchanged sentences

Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs.

Applicable shipping and handling are included in customer billing and are recorded as revenue as control of the products’ is transferred to customers.

Applicable shipping and handling are included in customer billing and are recorded as revenue as the products’ control is transferred to customers.

The Company assesses the goods promised in customer purchase orders and identifies a performance obligation for each promise to transfer a good that is distinct.

3 unchanged sentences

The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade customer or consumer.

These estimates are made using various techniques including using historical data on performance of similar promotional programs.

The Company has reserves in place of $ 21.9 million as of October 1, 2023, which include adjustments taken by customers of $ 12.4 million that are awaiting final processing, and reserves of $ 46.3 million as of January 1, 2023, which include adjustments taken by customers of $ 32.8 million that are awaiting final processing.

These estimates are made using various techniques including historical data on performance of similar promotional programs.

The Company has reserves in place of $ 10.8 million as of March 31, 2024, which include adjustments taken by customers of $ 5.1 million that are awaiting final processing and reserves of $ 17.4 million as of December 31, 2023, which include adjustments taken by customers of $ 6.2 million that are awaiting final processing.

Differences between estimated expense and actual redemptions are recognized as a change in management estimate as actual redemptions are incurred.

Business Combinations – The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If the screen is met, the transaction is accounted for as an asset acquisition.

If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business.

Significant judgment is required in the application of the screen test to determine whether an acquisition is accounted for as a business combination or an acquisition of assets.

The Company uses the acquisition method of accounting for acquired businesses.

Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the completion of the acquisition.

The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition.

Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill.

Distributor Buyouts - During 2022, the Company bought out and terminated the contracts of multiple third-party distributors who had previously been providing services to the Company.

These transactions were accounted for as contract terminations and resulted in expense of $ 23.0 million for thirty-nine weeks ended October 2, 2022, and are included within selling and distribution expense on the Consolidated Statement of Operations and Comprehensive Income (Loss).

Use of Estimates – Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with U.S.

Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Some examples, but not a comprehensive list, include sales and promotional allowances, customer returns, allowances for doubtful accounts, inventory valuations, useful lives of fixed assets and related impairment, long-term investments, hedge transactions, goodwill and intangible asset valuations and impairments, incentive compensation, income taxes, self-insurance, contingencies, litigation, and inputs used to calculate deferred tax liabilities, tax valuation allowances, and tax receivable agreements.

Actual results could vary materially from the estimates that were used.

Recently Issued Accounting Standards – In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes:

Improvements to Income Tax Disclosures, to amend existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation.

The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company is currently evaluating the ASU to determine its impact on the Company's income tax disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting:

Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Among other changes, the amendments will require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

On February 5, 2024, the Company sold certain assets and brands to affiliates of Our Home™, an operating company of Better-for-You brands (“Our Home”).

Under the agreement, affiliates of Our Home purchased the Good Health and R.W.

Garcia brands, the Lincolnton, NC, and Lititz, PA manufacturing facilities and certain related assets, and assumed the Company’s Las Vegas, NV facility lease and manufacturing operations (the "Good Health and R.W.

Garcia Sale") for $ 167.5 million, subject to customary adjustments.

The following table summarizes the net assets and liabilities included in the Good Health and R.W.

Property, plant, and equipment, net

Intangible assets, net

Net working capital adjustments

Net assets sold

The Company recognized a gain on the Good Health and R.W.

Garcia Sale of $ 44.0 million.

The gain on the Good Health and R.W.

Garcia Sale is recognized as Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen weeks ended March 31, 2024.

The Company and Our Home will operate under a transition services agreement for 12 months.

In addition, following the closing of the Good Health and R.W.

Garcia Sale, the parties will operate under reciprocal co-manufacturing agreements under which Our Home will co-manufacture certain of the Company's products and the Company will co-manufacture certain Good Health products.

Certain Good Health products will continue to be distributed and sold on the Company's DSD network for Our Home.

The Company received approximately $ 15.5 million in advance from Our Home for certain terms under these agreements for which the Company will recognize through income from operations over the term of the transition services agreement and co-manufacturing agreements.

Inventories consisted of the following:

(in thousands) As of

October 1, 2023

As of January 1, 2023

March 31, 2024

As of December 31, 2023

Finished goods $ 68,271 $ 65,673

2 unchanged sentences

Total inventories $ 104,586 $ 104,666

In connection with the Good Health and R.W.

Garcia Sale in February 2024, the Company sold inventory of $ 6.3 million.

Divestiture .

PROPERTY, PLANT AND EQUIPMENT, NET

1 unchanged sentence

(in thousands) As of

October 1, 2023

As of January 1, 2023

March 31, 2024

As of December 31, 2023

Land $ 26,891 $ 28,561

7 unchanged sentences

Property, plant and equipment, net $ 295,836 $ 318,881

Depreciation expense was $ 10.0 million and $ 12.0 million for the thirteen weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 30.9 million and $ 37.1 million for the thirty-nine weeks ended October 1, 2023 and October 2, 2022, respectively.

Depreciation expense is classified in Cost of goods sold and Selling, distribution, and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company recorded expenses of $ 8.9 million in connection with the closure of the Company's manufacturing facility in Birmingham, Alabama (the "Manufacturing Closure"), which included $ 1.3 million in severance and related costs and $ 7.6 million of asset impairments related to fixed assets.

The severance and related expenses are recorded in the cost of goods sold line on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the thirty-nine weeks ended October 1, 2023.

The fixed asset impairments are recorded in the administrative expenses line on the Consolidated Statement of Operations and Comprehensive Income (Loss).

In addition, during the thirty-nine weeks ended October 1, 2023, the Company recognized expense of $ 1.9 million related to the impairment of property, plant, and equipment unrelated to the Manufacturing Closure.

During the thirteen weeks ended October 1, 2023, the Company completed the sale of the Company's manufacturing facility in Bluffton, Indiana, which resulted in a loss on sale of the assets of $ 13.4 million.

Additionally, the Company entered into a supply agreement with the buyer pursuant to which the buyer is obligated to co-manufacture certain products at below market rates for up to one year .

The Company recorded a tolling asset of $ 0.6 million for the difference between the rate charged and the market rate for these services.

If the buyer defaults on its obligations to manufacture any of the committed products, a financial penalty will be assessed based on the contractual terms required in the supply agreement.

In a separate transaction, the Company completed the sale of land in Hanover, Pennsylvania to a separate third-party for a gain of $ 4.0 million.

Depreciation expense was $ 8.7 million and $ 10.4 million for the thirteen weeks ended March 31, 2024 and April 2, 2023, respectively.

Depreciation expense is classified in cost of goods sold, selling, distribution, and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

During the thirteen weeks ended April 2, 2023, the Company recognized expense of $ 1.9 million related to the impairment of equipment.

During the thirteen weeks ended March 31, 2024, in connection with the Good Health and R.W.

Garcia Sale as described in Note 2.

Divestiture, the Company sold its Lincolnton, NC, and Lititz, PA manufacturing facilities and certain related assets having a book value of $ 27.5 million.

The Company also sold its manufacturing facility in Birmingham, AL for proceeds of $ 6.0 million.

The Birmingham, AL manufacturing facility was classified as Assets held for sale on the Consolidated Balance Sheet at December 31, 2023.

GOODWILL AND INTANGIBLE ASSETS, NET

There were no changes to goodwill during the thirty-nine weeks ended October 1, 2023.

A rollforward of goodwill is as follows:

(in thousands)

December 31, 2023

Good Health and R.W.

Garcia Sale, Note 2.

Balance as of March 31, 2024

Intangible assets, net, consisted of the following:

(in thousands) As of

October 1, 2023

As of January 1, 2023

March 31, 2024

As of December 31, 2023

Subject to amortization:

6 unchanged sentences

Trade names 419,513 434,513

Route assets 5,387 6,010

Intangible assets, net $ 1,011,237 $ 1,063,413

Previously, the Company was granted certain exclusive distribution rights for certain products manufactured by another manufacturer.

During the first fiscal quarter of 2022, the Company shifted the relationship with that manufacturer and converted that shelf space to Company-branded products.

As a result, the Company recorded impairment expense of $ 2.0 million and the amortizable master distribution rights decreased by $ 2.2 million during the thirty-nine weeks ended October 2, 2022.

There were no significant changes to intangible assets during the thirty-nine weeks ended October 1, 2023, other than those which arise from the normal course of business of buying and selling of Company-owned route assets and amortization.

Amortization of the distributor/customer relationships, technology, and trade names amounted to $ 9.4 million for the thirteen weeks ended October 1, 2023 and October 2, 2022, and $ 28.3 million for the thirty-nine weeks ended October 1, 2023 and October 2, 2022.

The Company sold customer relationships and trademarks in the amount of $ 26.0 million and $ 18.3 million, respectively, related to the Good Health and R.W.

Divestiture for further discussion.

There were no other significant changes to intangible assets during the thirteen weeks ended March 31, 2024 and April 2, 2023 other than those which arise from the normal course of business from buying and selling of Company-owned route assets and amortization.

Amortization of the distributor/customer relationships, technology, and trade names amounted to $ 9.2 million and $ 9.4 million for the thirteen weeks ended March 31, 2024 and April 2, 2023, respectively.

The expense related to the amortization of intangibles is classified in administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

NOTES RECEIVABLE

The Company has undertaken a program in recent years to sell Company-managed DSD distribution routes to independent operators (“IOs”).

Contracts are executed between the Company and the IOs for the sale of the product distribution routes, including a note in favor of the Company, in certain cases.

The notes bear interest at rates ranging from 0.00 % to 10.40 % with terms ranging, generally, from one to ten years .

The notes receivable balances due from IOs at October 1, 2023 and January 1, 2023 totaled $ 18.7 million and $ 22.0 million, respectively, and are collateralized by the routes for which the loans are made.

During the thirty-nine weeks ended October 1, 2023, the loss recorded by the Company on note receivables for which the Company reclaimed the collateral due to credit losses was less than $ 0.1 million.

The Company has a corresponding notes payable liability, related to the IOs notes receivables, of $ 16.9 million and $ 21.1 million as of October 1, 2023 and January 1, 2023, respectively.

The related notes payable liability is discussed in further detail within Note 7.

"Long-Term Debt."

Other notes receivable totaled $ 0.1 million as of both October 1, 2023 and January 1, 2023.

Contracts are executed between the Company and IOs for the sale of the product distribution routes, including a note in favor of the Company, in certain cases.

The notes bear interest at rates ranging from 4.50 % to 10.31 % with terms ranging generally from two to ten years .

The notes receivable balances due from IOs at March 31, 2024 and December 31, 2023 totaled $ 16.4 million and $ 17.6 million, respectively, and are collateralized by the routes for which the loans are made.

The Company also sold certain of these notes to Bank of America and one other bank.

The Company has a corresponding notes payable liability, related to these sold IOs notes receivables.

Contingencies.

ACCRUED EXPENSES AND OTHER

Current accrued expenses and other consisted of the following:

(in thousands) As of October 1, 2023 As of January 1, 2023

(in thousands) As of March 31, 2024 As of December 31, 2023

Accrued compensation and benefits $ 14,278 $ 21,466

Accrued Federal income tax payable 18,534 —

Operating right of use liability 15,063 14,992

Insurance liabilities 7,230 6,811

Accrued manufacturing related costs 3,622 10,817

Acquisition tax consideration 854 1,131

Accrued freight and manufacturing related costs 3,331 4,424

Accrued dividends and distributions 8,136 7,972

Accrued interest 927 13,280

Deferred transition services and other fees (a) 12,727 —

Other accrued expenses 11,052 8,645

Total accrued expenses and other $ 91,278 $ 77,590

(a) See Note 2.

Divestiture , for further discussion.

Non-current accrued expenses and other consisted of the following:

(in thousands) As of October 1, 2023 As of January 1, 2023

(in thousands) As of March 31, 2024 As of December 31, 2023

Operating right of use liability $ 42,745 $ 43,928

Tax Receivable Agreement liability

24,198 24,297

Supplemental retirement and salary continuation plans 6,748 6,559

Long-term portion of an interest rate hedge liability — 1,936

Total accrued expenses and other $ 73,691 $ 76,720

LONG-TERM DEBT

Revolving Credit Facility

On November 21, 2017, UBH entered into an asset based revolving credit facility (as amended, the "ABL facility"), pursuant to the terms of that certain First Lien Term Loan Credit Agreement, dated November 21, 2017 (the "Credit Agreement").

On September 22, 2022, the ABL facility was amended to further increase the credit limit to $ 175.0 million and replaced the interest rate benchmark from London Interbank Offered Rate (“LIBOR”) to Term SOFR Screen Rate (“SOFR”).

Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit.

As of October 1, 2023 and January 1, 2023, $ 149.3 million and $ 163.0 million, respectively, was available for borrowing, net of letters of credit.

The ABL facility is also subject to unused line fees ( 0.5 % at October 1, 2023) and other fees and expenses.

On July 20, 2023, the ABL facility was further amended to increase the credit limit to $ 225.0 million and extend the maturity through the earlier of July 20, 2028, or 91 days prior to the maturity of the Term Loan B (as defined below).

The Company incurred fees of $ 0.7 million in connection with the amendment to the ABL facility.

Standby letters of credit in the amount of $ 12.2 million and $ 12.0 million have been issued as of October 1, 2023 and January 1, 2023, respectively.

The standby letters of credit are primarily issued for insurance purposes.

On December 14, 2020, the Company entered into a Bridge Credit Agreement with a syndicate of banks, led by Bank of America, N.A.

(the "Bridge Credit Agreement").

The Company used $ 490.0 million from the proceeds of the Bridge Credit Agreement to finance the acquisition of Truco Holdco Inc.

("Truco" and such acquisition, the "Truco Acquisition") and certain intellectual property from OTB Acquisition, LLC (the "IP Purchase").

The Bridge Credit Agreement bears interest at an annual rate based on 4.25 % plus 1-month LIBOR with scheduled incremental increases to the base rate, as defined in the Bridge Credit Agreement.

On January 20, 2021, the Company entered into Amendment No.

2 to the Bridge Credit Agreement ("Amendment No.

2") which provided additional operating flexibility and revisions to certain restrictive covenants.

Pursuant to the terms of Amendment No.

2, the Company raised $ 720 million in aggregate principal of Term Loan B ("Term Loan B") which then bore interest at LIBOR plus 3.00 %, and extended the maturity of the Bridge Credit Agreement to January 20, 2028.

The proceeds were used, together with cash on hand and proceeds from the Company's exercised warrants, to redeem the outstanding principal amount of Term Loan B and Bridge Credit Agreement of $ 410 million and $ 358 million, respectively.

The refinancing was accounted for as an extinguishment.

The Company incurred debt issuance costs and original issuance discounts of $ 8.4 million.

On June 22, 2021, the Company entered into Amendment No.

3 to the Bridge Credit Agreement (“Amendment No.

Pursuant to the terms of Amendment No.

3, the Company increased the principal balance of Term Loan B by $ 75.0 million to bring the aggregated balance of Term Loan B proceeds to $ 795.0 million.

The Company incurred additional debt issuance costs and original issuance discounts of $ 0.7 million related to the incremental funding.

On October 12, 2022, the Company, through its subsidiaries UQF, Kennedy Endeavors, LLC (“Kennedy”) and Condor Snack Foods, LLC (together with UQF and Kennedy, the “Real Estate Financing Borrowers”), entered into a loan agreement (the “Real Estate Term Loan”) with City National Bank which was secured by a majority of the Real Estate Financing Borrowers’ real estate assets.

The Real Estate Term Loan initially held a principal balance of $ 88.1 million, with net proceeds of approximately $ 85.0 million after transaction fees and expenses.

The Company used a portion of the proceeds from the Real Estate Term Loan to pay off the ABL facility.

The Real Estate Term Loan contains a single financial maintenance covenant consisting of a fixed charge coverage ratio that is tested quarterly only during a covenant trigger period consistent with the existing ABL facility.

Concurrent with the closing of the Real Estate Term Loan, UQF entered into an interest rate swap transaction to fix the effective interest rate at approximately 5.929 %, as discussed in further detail within Note 8.

“Derivative Financial Instruments and Purchase Commitments”.

In September 2023, the Company made an additional $ 4.4 million paydown of the Real Estate Term Loan using net proceeds from the sale of land to a third-party, as discussed within Note 3.

“Property, Plant, and Equipment, Net”, as well as cash on hand.

Following such paydown, the loan will amortize approximately $ 3.3 million in principal annually through maturity, subject to any additional advanced paydowns.

The Term Loan B and the ABL facility are collateralized by substantially all of the assets and liabilities of UBH and its subsidiaries, excluding the real estate assets, which secure the Real Estate Term Loan and including equity interests in certain of UBH’s subsidiaries.

The credit agreements contain certain affirmative and negative covenants as to operations and the financial condition of UBH and its subsidiaries.

UBH and its subsidiaries were in compliance with its financial covenants as of October 1, 2023.

TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE

Term Debt and Revolving Credit Facility

Term debt and revolving credit facilities consists of the following:

Debt (in thousands)

Issue Date Principal Balance Maturity Date October 1, 2023 January 1, 2023

Term loan B (1)

June-21 $ 795,000 January-28 $ 773,323 $ 779,286

Real Estate Term Loan October-22 88,140 October-32 81,019 88,140

Original Principal Balance Maturity Date As of

March 31, 2024

As of December 31, 2023

Term Loan B $ 795,000 January-28 $ 630,335 $ 771,335

Real Estate Term Loan (1)

$ 88,140 October-32 70,891 80,184

Equipment loans (2)

6 unchanged sentences

Long term portion of term debt and financing obligations $ 736,246 $ 878,511

(1) On September 22, 2022, the Company entered into Amendment No.

4 to the Bridge Credit Agreement ("Amendment No.

4"), which replaced the interest rate benchmark from LIBOR to SOFR.

The weighted average interest rate on the Term Loan B debt, without consideration of the hedge, was 8.36 % for the thirteen weeks ended October 1, 2023.

(2) The Company has finance lease obligations with Banc of America Leasing & Capital, LLC, which are treated as secured borrowing.

The Company made a series of draws upon these agreements totaling $ 4.3 million in fiscal year 2023.

These draws bear interest ranging from 3.26 % through 7.25 % and have varying maturities up through 2028.

(3) The facility bore interest at an annual rate based on LIBOR, or SOFR plus a 0.10 % credit spread adjustment after the amendment on September 22, 2022, plus an applicable margin of 1.75 % (ranging from 1.50 % to 2.00 % based on availability) or the prime rate plus an applicable margin of 0.75 % (ranging from 0.50 % to 1.00 %).

The Company generally utilizes the prime

rate for amounts that the Company expects to pay down within 30 days.

The interest rate on the facility as of October 1, 2023 would have been 9.25 %, under the prime rate.

The Company elected to use the LIBOR, prior to the amendment on September 22, 2022 which changed the reference rate to SOFR as described above, for balances that were expected to be carried longer than 30 days.

The interest rate on the ABL facility as of October 1, 2023 was 7.17 %.

Other Notes Payable and Finance Leases

(1) Loan by City National Bank which is secured by a majority of the real estate assets of the Company ("Real Estate Term Loan").

(2) Equipment loans have varying maturities from November 2024 to September 2028.

(3) Asset-based revolving credit facility ("ABL facility").

In connection with the Good Health and R.W.

Garcia Sale as described in Note 2.

Divestiture , the Company made a $ 141.0 million payment on its Term Loan B and $ 8.5 million payment on its Real Estate Term Loan during thirteen weeks ended March 31, 2024.

Other Notes Payable and Capital Leases

Amounts outstanding under notes payable consisted of the following:

(in thousands) As of

October 1, 2023

As of January 1, 2023

March 31, 2024

As of December 31, 2023

Note payable – IO notes $ 15,594 $ 16,478

4 unchanged sentences

Long term portion of notes payable $ 19,086 $ 19,174

From time to time, the Company sells notes receivable from IOs to a financial institution.

During the thirty-nine weeks ended October 1, 2023, the Company sold $ 4.1 million of notes receivable from IOs to a financial institution.

Due to the structure of these transactions, they did not qualify for sale accounting treatment and the Company has recorded the notes payable obligation owed by the IOs to the financial institution as well as the corresponding notes receivable on the Company's books.

The Company services the loans for the financial institution by collecting principal and interest from the IOs and passing it through to the institution.

The Company partially guarantees the outstanding loans, as discussed in further detail within Note 10.

"Contingencies." These loans are collateralized by the routes for which the loans are made.

Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon any event of default.

Interest Expense

Interest expense consisted of the following:

(in thousands) Thirteen weeks ended October 1, 2023 Thirteen weeks ended October 2, 2022 Thirty-nine weeks ended October 1, 2023 Thirty-nine weeks ended October 2, 2022

Company’s term loans, ABL facility, and other long-term debt $ 14,582 $ 10,916 $ 42,971 $ 29,320

(in thousands) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023

Company’s ABL facility and other long-term debt $ 11,782 $ 14,142

Amortization of deferred financing fees 1,760 5

1 unchanged sentence

Total interest $ 13,831 $ 14,378

DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS

DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE

Derivative Financial Instruments

To reduce the effect of interest rate fluctuations, the Company entered into a three-year interest rate swap contract on September 6, 2019, with an effective date of September 30, 2019, with a counter-party to make a series of payments based on a fixed interest rate of 1.339 % and receive a series of payments based on the greater of LIBOR or 0.00 %.

Both the fixed and floating payment streams were based on a notional amount of $ 250 million.

On December 21, 2021, the Company entered into an accreting interest rate swap contract with a counter-party, with an effective date of December 31, 2021, to make a series of payments based on a fixed interest rate of 1.3885 % and receive a series of payments based on the greater of LIBOR or 0.00 %.

Both the fixed and floating payment streams were based on a notional amount of $ 250 million and have accreted to $ 500 million, and mature on September 30, 2026.

Effective on September 30, 2022, the Company amended the swap contract to reference the 1-month SOFR plus a credit spread adjustment (“CSA”) of 11.448 basis points, as well as setting the new fixed rate to 1.408 %.

Under the amended swap agreement, the Company will receive a series of payments based on the greater of SOFR plus CSA, or 0.00 %.

On October 12, 2022, the Company entered into a 10 -year swap contract, with an effective date of November 1, 2022, with a counter-party to make a series of payments based on a fixed interest rate of 3.83 % and receive a series of payments based on the greater of the 1-month SOFR or 0.00 %.

The agreement covers $ 85.5 million as of October 1, 2023.

This swap effectively fixes the rate of the Real Estate Term Loan to 5.93 %.

The balance that the hedge covers is designed to abate as principal payments on the Real Estate Term Loan are made.

The Company entered into these transactions to reduce its exposure to changes in cash flows associated with the Real Estate Term Loan and has designated this derivative as a cash flow hedge.

As of October 1, 2023, the effective fixed interest rate on the long-term debt hedged by these contracts was 5.81 %.

For further treatment of the Company’s interest rate swap, refer to Note 9.

“Fair Value Measurements” and Note 11.

“Accumulated Other Comprehensive (Loss) Income.”

The Company uses interest rate swaps to manage its interest rate exposure on its Term Loan B and its Real Estate Term Loan.

The interest rate swaps are recorded on the Company’s Consolidated Balance Sheets at fair value.

Term Debt, Revolving Credit Facility, and Other Notes Payable .

In conjunction with Real Estate Term Loan pay downs during the thirteen weeks ended March 31, 2024 discussed within Note 8.

Term Debt, Revolving Credit Facility, and Other Notes Payable and estimated future pay downs, the Company determined that $ 36.7 million of hedged forecasted transactions were not probable of occurring.

As such, effective February 1, 2024, the Company de-designated its interest rate hedge accounting on its Real Estate Term Loan and re-designated a new interest hedging relationship totaling $ 47.0 million.

As a result, the Company immediately reclassified $ 0.3 million of accumulated other comprehensive income to earnings which is reflected as a decrease to interest expense within the Consolidated Statements of Operations and Comprehensive Income (Loss).

As of March 31, 2024, $ 36.7 million of the remaining notional of the Company's interest rate swap will be recorded at fair value with mark-to-market adjustments recorded immediately in earnings.

As of and for the thirteen weeks ended March 31, 2024, there were no changes to the hedge accounting related to Term Loan B.

Warrant Liabilities

The Company has outstanding warrants which are accounted for as derivative liabilities pursuant to ASC 815-40.

"Warrants" for additional information on the Company's warrant liabilities.

A reconciliation of the changes in the warrant liability during the thirty-nine weeks ended October 1, 2023 is as follows:

As of each of March 31, 2024 and December 31, 2023, there were 7,200,000 private placement warrants outstanding which are accounted for as derivative liabilities pursuant to ASC 815-40.

A reconciliation of the changes in the warrant liability during the thirteen weeks ended March 31, 2024 is as follows:

(in thousands)

Fair value of warrant liabilities as of January 1, 2023 $ 45,504

Gain on remeasurement of warrant liability ( 576 )

Fair value of warrant liabilities as of July 2, 2023 $ 44,928

Gain on remeasurement of warrant liability ( 15,984 )

Fair value of warrant liabilities as of October 1, 2023 $ 28,944

Fair value of warrant liabilities as of December 31, 2023 $ 43,272

Loss on remeasurement of warrant liability 11,808

Fair value of warrant liabilities as of March 31, 2024 $ 55,080

Purchase Commitments

The Company has outstanding purchase commitments for specific quantities at fixed prices for certain key ingredients to economically hedge commodity input prices.

These purchase commitments totaled $ 84.4 million as of October 1, 2023.

These purchase commitments totaled $ 97.1 million as of March 31, 2024 and $ 66.7 million as of December 31, 2023.

The Company accrues for losses on firm purchase commitments in a loss position at the end of each reporting period to the extent that there is an active observable market.

The Company has recorded purchase commitment gains (losses) totaling $( 1.7 ) million and $ 1.0 million for the thirteen weeks ended October 1, 2023 and October 2, 2022, respectively, and $( 1.9 ) million and $ 0.0 million for the thirty-nine weeks ended October 1, 2023 and October 2, 2022, respectively.

FAIR VALUE MEASUREMENTS

The Company follows the guidance relating to fair value measurements and disclosures with respect to financial assets and liabilities that are re-measured and reported at fair value each reporting period, and with respect to non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis.

The guidance establishes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable pricing inputs (Level III).

A financial asset or liability’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement in its entirety.

The three levels of the fair value hierarchy are described below:

Level I - Valuations are based on unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities;

Level II - Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.

Financial assets or liabilities which are included in this category are securities where all significant inputs are observable, either directly or indirectly;

Level III - Financial assets or liabilities which are included in this category have prices or valuations that are unobservable or there is little, if any, market activity for these financial assets or liabilities.

The inputs into the determination of fair value inputs for these investments require significant management judgment or estimation.

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors.

To the extent that valuation is based on inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

The fair values of the Company’s Level 2 derivative instruments were determined using valuation models that use market observable inputs including interest rate curves and both forward and spot prices for commodities.

Derivative assets and liabilities included in Level 2 primarily represent commodity and interest rate swap contracts.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of October 1, 2023:

The Company has recorded purchase commitment gains (losses) totaling $ 0.8 million for the thirteen weeks ended March 31, 2024 and $( 2.7 ) million for the thirteen weeks ended April 2, 2023, respectively.

(in thousands) Level 1 Level 2 Level 3 Total

7 unchanged sentences

Total liabilities $ — $ 813,246 $ — $ 813,246

(in thousands) Level 1 Level 2 Level 3 Total

3 unchanged sentences

Total assets $ 52,023 $ 33,543 $ — $ 85,566

Commodity contracts $ — $ 2,094 $ — $ 2,094

Interest rate swaps — 1,936 — 1,936

Private placement warrants — 43,272 — 43,272

4 unchanged sentences

The Company is involved in litigation and other matters incidental to the conduct of its business, the results of which, in the opinion of management, are not likely to be material to the Company’s financial condition, results of operations or cash flows.

The Company received an assessment from the Commonwealth of Pennsylvania pursuant to a sales and use tax audit for the period from January 1, 2014 through December 31, 2016.

As of January 2, 2022, the Company had a reserve of $ 1.3 million to cover the assessment.

On January 7, 2022, the Company settled the audit with the Commonwealth of Pennsylvania for $ 0.9 million.

The Company partially guarantees loans made to IOs by Cadence Bank for the purchase of routes.

The outstanding balance of loans guaranteed was $ 0.8 million and $ 1.5 million as of October 1, 2023 and January 1, 2023, respectively, all of which was recorded by the Company as off balance sheet arrangements.

The maximum amount of future payments the Company could be required to make under the guarantees equates to 25 % of the outstanding loan balance up to $ 2.0 million.

These loans are collateralized by the routes for which the loans are made.

Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default.

The Company partially guarantees loans made to IOs by Bank of America for the purchase of routes.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 49.6 million and $ 36.0 million as of October 1, 2023 and January 1, 2023, respectively, which are off balance sheet arrangements.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 56.3 million and $ 52.8 million at March 31, 2024 and December 31, 2023, respectively, which are accounted for as an off balance sheet arrangement.

As discussed in Note 8.

"Long-Term Debt", the Company also sold notes receivable on its books to Bank of America during fiscal years 2019, 2021, and 2022, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America as of October 1, 2023 and January 1, 2023 was $ 15.3 million and $ 17.9 million, respectively.

Due to the structure of the transactions, the sale did not qualify for sale accounting treatment, and as such the Company records the notes payable obligation owed by the IOs to the financial institution as well as the corresponding note receivable on the Company's Consolidated Balance Sheets.

Term Debt, Revolving Credit Facility, and Other Notes Payable , the Company also sold notes receivable on its books to Bank of America during fiscal years 2023, and 2024, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at March 31, 2024 and December 31, 2023 was $ 14.0 million and $ 14.8 million, respectively.

the corresponding note receivable also remained on the Company’s Consolidated Balance Sheets.

The maximum amount of future payments the Company could be required to make under these guarantees equates to 25 % of the outstanding loan balance on the first day of each calendar year plus 25 % of the amount of any new loans issued during such calendar year.

These loans are collateralized by the routes for which the loans are made.

Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default.

The Company guarantees loans made to IOs by M&T Bank for the purchase of routes.

The agreement with M&T Bank was amended in January 2020 so that the Company guaranteed up to 25 % of the greater of the aggregate principal amount of loans outstanding on the payment date or January 1 st of the subject year.

The outstanding balance of loans guaranteed was $ 2.5 million and $ 3.4 million as of October 1, 2023 and January 1, 2023, respectively, all of which were included in the Company's Consolidated Balance Sheets.

These loans are collateralized by the routes for which the loans are made.

Additionally, the Company guarantees loans for the purchase of routes made by two other banks.

The outstanding balances of these loans were $ 2.5 million and $ 2.9 million at March 31, 2024 and December 31, 2023, respectively, of which $ 2.0 million and $ 2.2 million was included in the Company's Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, respectively.

The maximum amount of future payments the Company could be required to make under the guarantees equates to 25 % of the outstanding loan balance.

All of the above IO loans are collateralized by the routes for which the loans are made.

Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default.

ACCUMULATED OTHER COMPREHENSIVE INCOME

Total accumulated other comprehensive income was $ 54.3 million as of October 1, 2023 and $ 51.0 million as of January 1, 2023.

Total accumulated other comprehensive income consists solely of unrealized gains from the Company’s derivative financial instruments accounted for as cash flow hedges.

Changes to the balance in accumulated other comprehensive income were as follows:

(in thousands) Gain on

Cash Flow Hedges

Balance as of January 2, 2022 $ 3,715

Unrealized gain on cash flow hedges 30,820

Balance as of July 3, 2022 34,535

Unrealized gain on cash flow hedges 19,655

Balance as of October 2, 2022 $ 54,190

Less balance attributable to noncontrolling interest as of October 2, 2022 21,570

Balance attributable to controlling interest as of October 2, 2022 $ 32,620

Balance as of January 1, 2023 $ 50,994

Unrealized loss on cash flow hedges ( 753 )

Balance as of July 2, 2023 50,241

Unrealized gain on cash flow hedges 4,047

Balance as of October 1, 2023 $ 54,288

Less balance attributable to noncontrolling interest as of October 1, 2023 21,606

Balance attributable to controlling interest as of October 1, 2023 $ 32,682

SUPPLEMENTARY CASH FLOW INFORMATION

(in thousands) Thirty-nine weeks ended October 1, 2023 Thirty-nine weeks ended October 2, 2022

(in thousands) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023

Cash paid for interest $ 24,424 $ 14,408

1 unchanged sentence

Payments for income taxes $ 15 $ 6

Finance lease additions $ 1,763 $ 308

The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of UBH, as well as any standalone income or loss the Company generates.

UBH is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions.

Instead, UBH's taxable income or loss is passed through to its members, including the Company.

Instead, UBH taxable income or loss is passed through to its members, including the Company.

Despite its partnership treatment, UBH is liable for income taxes in those states not recognizing its pass-through status and for certain of its subsidiaries not taxed as pass-through entities.

The Company has acquired various domestic entities taxed as corporations, which are now wholly-owned by us or our subsidiaries.

Where required or allowed, these subsidiaries also file and pay taxes as a consolidated group for federal and state income tax purposes.

Where required or allowed, these subsidiaries also file and pay tax as a consolidated group for federal and state income tax purposes.

The Company anticipates this structure to remain in existence for the foreseeable future.

The Company recorded income tax (benefit) for the thirteen and thirty-nine weeks ended October 1, 2023 of $( 10.1 ) million and $( 13.4 ) million, respectively.

Comparably, the Company recorded income tax (benefit) for the thirteen and thirty-nine weeks ended October 2, 2022 of $( 1.6 ) million and $( 1.7 ) million, respectively.

The effective tax rates for the thirteen and thirty-nine weeks ended October 1, 2023 were ( 165.1 )% and 66.3 %, respectively.

Comparably, the effective tax rates for the thirteen and thirty-nine weeks ended October 2, 2022 were 1450.0 % and 5.7 %, respectively.

The Company recorded income tax expense of $ 26.5 million and benefit of $ 2.6 million for the thirteen weeks ended March 31, 2024 and April 2, 2023, respectively.

The effective tax rates for the thirteen weeks ended March 31, 2024 and April 2, 2023 were 91.7 % and 15.3 %, respectively.

The Company’s effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of UBH, which is a partnership, is not taxed at the Company level, and is required to allocate some of its taxable results to the Continuing Members, as well as state taxes and the fair value impact of warrant liabilities.

The Company’s effective tax rate for the thirteen and thirty-nine weeks ended October 1, 2023 were 88.5 % and 33.0 %, respectively, before consideration of any discrete items.

During the thirteen and thirty-nine weeks ended October 1, 2023, the effective tax rate was impacted by return to provision items, statutory state tax rate and apportionment changes, and updated apportionment estimates in response to network optimization efforts that included the sale of the Bluffton, Indiana facility which resulted in a discrete tax (benefit) of $( 1.4 ) million and $( 1.3 ) million, respectively.

The Company’s effective tax rate for the thirteen weeks ended March 31, 2024 was 1.7 % before consideration of any discrete items.

During the thirteen weeks ended March 31, 2024, the effective tax rate was impacted by the sale certain assets and brands to affiliates of Our Home™ and statutory state tax rate changes which resulted in a discrete tax expense of $ 26.1 million and $ 0.5 million, respectively.

The Company regularly evaluates valuation allowances established for deferred tax assets (“DTA's”) for which future realization is uncertain.

The Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing DTA's.

As of October 1, 2023, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes.

As of March 31, 2024, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes.

Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth.

8 unchanged sentences

The amount of DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth.

As of October 1, 2023, tax years 2020 through 2023 remain open and subject to examination by the Internal Revenue Service and in the majority of the states where the Company has nexus, and tax years 2018 through 2023 remain open and subject to examination in selected states that have a longer statute of limitations.

As of March 31, 2024, tax years 2020 through 2024 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2019 through 2024 remain open and subject to examination in selected states that have a four year statute of limitations.

Upon audit, tax authorities may challenge all or part of a tax position.

A tax position successfully challenged by a taxing authority could result in an adjustment to our provision for income taxes in the period in which a final determination is made.

The Company did not maintain any unrecognized tax benefits as of October 1, 2023 and January 1, 2023.

The Company did not maintain any unrecognized tax benefits as of March 31, 2024 and December 31, 2023.

Tax receivable agreement liability

Pursuant to an election under section 754 of the Internal Revenue Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed to purchase UBH units from third party members and purchased UBH units from the Continuing Members per the Business Combination.

Following the Business Combination, the Continuing Members may exchange UBH units along with the forfeiture of a corresponding number of Class V Common Stock of the Company for Class A Common Stock of the Company.

Pursuant to an election under section 754 of the Internal Revenue Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed to purchase UBH units from a third party then holding common and preferred interest of the Continuing Members and purchased UBH units from the Continuing Members per the Business Combination Agreement.

The Continuing Members have the option to exchange UBH units along with the forfeiture of a corresponding number of Class V Common Stock of the Company for UBI common stock post-Business Combination.

The Company intends to treat any such exchanges as direct purchases for U.S.

2 unchanged sentences

They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

Pursuant to the Business Combination Agreement, the Company entered into the Tax Receivable Agreement in connection with the Business Combination (the “TRA”) , which provides for the payment by the Company of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the Business Combination and any future exchanges by the Continuing Members of UBH units for UBI common stock;

Pursuant to the Business Combination Agreement, the Company entered into the Tax Receivable Agreement in connection with the Business Combination (the “Tax Receivable Agreement” or "TRA") , which provides for the payment by the Company of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the Business Combination and any future exchanges by the Continuing Members of UBH units for UBI common stock;

(ii) tax basis increases attributable to payments made under the TRA;

and (iii) tax amortization deductions attributable to the acquisition of Kennedy Endeavors, LLC and the election to treat the transaction as an asset deal for tax purposes.

and (iii) tax amortization deductions attributable to the acquisition of Kennedy and the election to treat the transaction as an asset deal for tax purposes (the "TRA Payments").

The rights of each party under the TRA other than the Company are assignable, subject to certain restrictions.

The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.

As of October 1, 2023 and January 1, 2023, the Company had a liability of $ 24.6 million and $ 25.4 million, respectively, related to its projected obligations under the TRA.

The liability is reflected as current and non-current accrued expenses of $ 0.1 million and $ 24.5 million in the Consolidated Balance Sheets, respectively.

Prior to the Business Combination, CCH issued 15,833,332 warrants that were initially sold by CCH in its initial public offering of securities (the "Public Warrants"), including 1,166,666 warrants issued at the closing of the Business Combination (“Forward Purchase Warrants”) pursuant to those certain Forward Purchase Agreements entered into by CCH, CCH's Sponsor (the "Sponsor"), and the independent directors of CCH (the "Forward Purchase Agreements"), and 7,200,000 warrants initially sold to the Sponsor simultaneously with the closing of its initial public offering (the "Private Placement Warrants," collectively, with the Public Warrants and Forward Purchase Warrants, the "Warrants").

As a result of the Business Combination, the Company assumed the Warrants and such Warrants are now exercisable for shares of UBI Class A Common Stock instead of Class A ordinary shares of CCH.

All other features of the Warrants remain unchanged.

On December 14, 2020, the Company provided notice to the holders of the Public Warrants and Forward Purchase Warrants that their warrants would be redeemed in accordance with the original terms on January 14, 2021.

As of October 1, 2023 and January 1, 2023, there were 7,200,000 Private Placement Warrants outstanding and all Public Warrants and Forward Purchase Warrants have been exercised (except for the Public Warrants that were redeemed by the Company on January 14, 2021).

The Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants are exercisable on a cashless basis, at the holder’s option, and are non-redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Warrants are accounted for as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity ("ASC 815-40"), due to certain settlement provisions in the corresponding warrant agreement that do not meet the criteria to be classified in stockholders’ equity.

Pursuant to ASC 815-40, the Warrants are now classified as a

liability at fair value on the Company’s Consolidated Balance Sheet, and the change in the fair value of such liability in each period is recognized as a non-cash gain or loss in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

The Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Warrants recognized.

The remeasurement of the warrant liability resulted in a gain (loss) of $ 16.0 million and $( 3.7 ) million for the thirteen weeks ended October 1, 2023 and October 2, 2022, respectively, and of $ 16.6 million and $ 4.0 million for the thirty-nine weeks ended October 1, 2023 and October 2, 2022, respectively.

Class A Common Stock

The Company is authorized to issue 1,000,000,000 shares of Class A Common Stock, par value $ 0.0001 per share, of which 81,141,417 and 80,882,334 shares of UBI were issued and outstanding as of October 1, 2023 and January 1, 2023, respectively.

Class V Common Stock

The Company is also authorized to issue 61,249,000 shares of Class V Common Stock, par value of $ 0.0001 all of which were issued to the Continuing Members in connection with the closing of the Business Combination.

Each of the Continuing Members' common limited liability company units of UBH along with a share of Class V Common Stock may be exchanged for one share of Class A Common Stock of the Company upon certain restrictions being satisfied.

As of October 1, 2023 and January 1, 2023, there were 59,349,000 shares of Class V Common Stock outstanding.

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding during the periods.

Diluted earnings (loss) per share is based on the weighted average number shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding during the periods.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:

(in thousands, except share data) Thirteen weeks ended October 2, 2022 Thirty-nine weeks ended October 2, 2022

Basic and diluted earnings per share:

As of March 31, 2024 and December 31, 2023, the Company had a liability of $ 24.2 million and $ 24.3 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.

LOSS PER SHARE

Basic loss per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding during the periods.

Diluted loss per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding during the periods.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted loss per share:

(in thousands, except share data) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023

Net loss attributable to common stockholders $ ( 3,990 ) $ ( 9,127 )

Weighted average Class A Common Stock shares, basic 81,389,465 80,978,008

Basic and diluted earnings (loss) per share $ ( 0.01 ) $ ( 0.19 )

Anti-dilutive securities excluded from diluted earnings per share calculation:

Warrants 2,093,271 1,772,271

RSUs 168,081 61,946

PSUs 75,866 53,290

Dilutive securities included in diluted earnings per share calculation:

Stock options — —

Total 2,337,218 1,887,507

Class V Common Stock not subject to earnings per share calculation 59,349,000 59,349,000

Total dilutive weighted average shares 81,389,465 80,978,008

Basic loss per share $ ( 0.05 ) $ ( 0.11 )

Diluted loss per share $ ( 0.05 ) $ ( 0.11 )

Class V Common Stock not subject to loss per share calculation 59,349,000 59,349,000

Net income (loss) attributable to noncontrolling interest $ 6,387 $ ( 5,355 )

(in thousands, except share data) Thirteen weeks ended October 2, 2023 Thirty-nine weeks ended October 2, 2023

Basic and diluted earnings per share:

Net income attributable to common stockholders $ 15,993 $ 2,742

Weighted average Class A Common Stock shares, basic 81,141,417 81,060,961

Basic earnings per share $ 0.20 $ 0.03

Diluted earnings per share:

Net income attributable to common stockholders $ 15,993 $ 2,742

Weighted average Class A Common Stock shares, basic 81,141,417 81,060,961

Dilutive securities included in diluted earnings per share calculation:

The diluted loss per share computation excludes the effect of certain warrants, restricted stock units ("RSUs"), performance stock units ("PSUs"), and stock options granted to directors and management which convert to Class A Common Stock upon vesting or being exercised, as their inclusion would have been anti-dilutive.

Anti-dilutive securities excluded from diluted earnings per share calculation are as follows:

Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023

Warrants 2,548,053 2,196,193

2 unchanged sentences

Stock options

Total 83,444,275 83,567,756

Diluted earnings per share $ 0.19 $ 0.03

Weighted average Class V Common Stock not subject to earnings per share calculation 59,349,000 59,349,000

Net (income) loss attributable to noncontrolling interest $ ( 222 ) $ 9,562

The diluted earnings (loss) per share computation excludes the effect of certain restricted stock units ("RSUs"), performance stock units ("PSUs"), and stock options granted to directors and management which convert to Class A Common Stock upon vesting or being exercised, as their inclusion would have been anti-dilutive.

Shares of the Company’s Class V Common Stock do not participate in earnings or losses of the Company and, therefore, are not participating securities.

The PSUs and RSUs, were not considered participating securities in the Successor period despite the holders of these stock-based compensation awards being entitled to participate in dividends declared on Class A Common Stock, if and when declared, on a one -to-one per-share basis, because the dividends are only payable upon full vesting the awards, and as such, the dividend is forfeitable.

As of October 1, 2023 and January 1, 2023, the Continuing Members held all 59,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of common limited liability company units of UBH, which comprise the noncontrolling interest.

The PSUs and RSUs, were not considered participating securities despite the holders of these stock-based compensation awards being entitled to participate in dividends declared on Class A Common Stock, if and when declared, on a one -to-one per-share basis, because the dividends are only payable upon full vesting of the awards, and as such, the dividend is forfeitable.

As of each of March 31, 2024 and December 31, 2023, the Continuing Members held all 59,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of common limited liability company units of UBH, which comprise the noncontrolling interest.

The net income (loss) attributable to the noncontrolling interest was $ 6.4 million and $( 5.4 ) million for the thirteen weeks ended March 31, 2024 and April 2, 2023, respectively.

SUBSEQUENT EVENTS

The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.

In April 2024, the Company sold its Berlin, PA and Fitchburg, MA manufacturing facilities and certain related assets for $ 18.5 million.

On April 17, 2024, the Company amended its Term Loan B to refinance in full all of the $ 630.0 million outstanding term loans and reduce the interest rate from the Secured Overnight Financing Rate ("SOFR") rate plus a credit spread adjustment plus 3.00 % to the SOFR rate plus 2.75 %, as well as certain other changes.

Other material terms of the Term Loan B, including the January 2028 maturity date, remain unchanged.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements