What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-29 · 388 added, 447 removed, 707 unchanged (54% of the section changed)

3 unchanged sentences

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Grant Thornton LLP, Philadelphia, PA, PCAOB ID Number 248)

Consolidated Balance Sheets as of December 31, 2023 and January 1, 2023

Consolidated Statements of Operations And Comprehensive Income (Loss) for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

Consolidated Statements of Equity for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

Consolidated Balance Sheets as of December 29, 2024 and December 31, 2023

Consolidated Statements of Operations And Comprehensive Income (Loss) for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Consolidated Statements of Equity for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders

2 unchanged sentences

We have audited the accompanying consolidated balance sheets of Utz Brands, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and January 1, 2023, the related consolidated statements of operations and comprehensive income (loss), equity (deficit), and cash flows for each of the three years in the period ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and January 1, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 29, 2024 and December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), equity (deficit), and cash flows for each of the three years in the period ended December 29, 2024 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 29, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 29, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 20, 2025 expressed an unqualified opinion.

Change in accounting principle

As discussed in Note 1 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280).

The adoption was retrospectively applied to 2023 and 2022.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

6 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Customer trade promotions

As described further in Note 1 (Revenue Recognition) to the financial statements, the Company has recorded a reserve for customer trade allowances, consisting primarily of pricing allowances and programs associated with uncollected sales to customers.

The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash settlement.

The reserve recorded 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 historical data on performance of similar promotional programs.

We identified the Company’s reserve for customer trade allowances associated with uncollected sales totaling $11.2 million as a critical audit matter.

The principal consideration for our determination that customer trade promotions associated with uncollected sales to customers is a critical audit matter is due to uncertainty around the amount and timing of settlements, which typically occur in a period subsequent to the related sales transactions.

Our audit procedures related to the customer trade promotions included the following, among others:

• We evaluated the design and tested the operating effectiveness of internal controls related to the recording of the Company’s trade spending and calculations of trade reserves.

• We analyzed the reserve by trade promotion type to identify unusual trends.

• We re-performed management’s process for calculating the reserves and assessed the Company’s historical ability to accurately estimate its customer trade allowances by comparing historical estimates to final settlements.

• We compared a selection of settlements subsequent to period end, which involved inspecting relevant source documents submitted by customers.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

2 unchanged sentences

February 20, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders

26 unchanged sentences

CONSOLIDATED BALANCE SHEETS

December 31, 2023 and January 1, 2023

December 29, 2024 and December 31, 2023

(In thousands, except share information)

December 29, 2024 As of

January 1, 2023

December 31, 2023

Current Assets

21 unchanged sentences

Accrued expenses and other 78,281 77,590

Current portion of warrant liability 33,048 —

Total current liabilities 285,270 230,686

7 unchanged sentences

Commitments and contingencies

Members' equity

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

1,000,000,000 shares authorized;

81,187,977 and 80,882,334 shares issued and outstanding as of December 31, 2023 and January 1, 2023, respectively.

83,537,542 and 81,187,977 shares issued and outstanding as of December 29, 2024 and December 31, 2023, respectively.

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

61,249,000 shares authorized;

59,349,000 and 59,349,000 shares issued and outstanding as of December 31, 2023 and January 1, 2023, respectively.

57,349,000 and 59,349,000 shares issued and outstanding as of December 29, 2024 and December 31, 2023, respectively.

Additional paid-in capital 988,510 944,573

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

For the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

(In thousands, except share information)

For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Net sales $ 1,409,281 $ 1,438,237 $ 1,408,401

7 unchanged sentences

Income from operations 58,906 16,017 5,344

Other (expense) income

Other income (expense)

Gain on sale of business 44,015 — —

Interest expense ( 44,862 ) ( 60,590 ) ( 44,424 )

Loss on debt extinguishment ( 1,273 ) — —

Other income 2,457 3,066 400

Gain on remeasurement of warrant liability 10,224 2,232 720

Other (expense) income, net ( 55,292 ) ( 43,304 ) 5,518

(Loss) income before income taxes ( 39,275 ) ( 37,960 ) 16,084

Other income (expense), net 10,561 ( 55,292 ) ( 43,304 )

Income (loss) before income taxes 69,467 ( 39,275 ) ( 37,960 )

Income tax expense (benefit) 38,730 757 ( 23,919 )

Net (loss) income ( 40,032 ) ( 14,041 ) 7,998

Net loss attributable to noncontrolling interest 15,095 13,649 12,557

Net (loss) income attributable to controlling interest $ ( 24,937 ) $ ( 392 ) $ 20,555

(Loss) earnings per share of Class A Common Stock:

Net income (loss) 30,737 ( 40,032 ) ( 14,041 )

Net (income) loss attributable to noncontrolling interest ( 14,763 ) 15,095 13,649

Net income (loss) attributable to controlling interest $ 15,974 $ ( 24,937 ) $ ( 392 )

Earnings (loss) per share of Class A Common Stock:

Basic $ 0.19 $ ( 0.31 ) $ —

3 unchanged sentences

Diluted 85,433,980 81,081,458 80,093,094

Net (loss) income $ ( 40,032 ) $ ( 14,041 ) $ 7,998

Net income (loss) $ 30,737 $ ( 40,032 ) $ ( 14,041 )

Other comprehensive (loss) gain:

Change in fair value of interest rate swap ( 7,478 ) ( 13,543 ) 47,279

Comprehensive (loss) income ( 53,575 ) 33,238 10,789

Net comprehensive loss (income) attributable to noncontrolling interest 20,819 ( 6,568 ) 12,557

Net comprehensive (loss) income attributable to controlling interest $ ( 32,756 ) $ 26,670 $ 23,346

Comprehensive income (loss) 23,259 ( 53,575 ) 33,238

Net comprehensive (income) loss attributable to noncontrolling interest ( 11,653 ) 20,819 ( 6,568 )

Net comprehensive income (loss) attributable to controlling interest $ 11,606 $ ( 32,756 ) $ 26,670

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

For the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

For the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

(In thousands, except share information)

2 unchanged sentences

Balance at January 2, 2022 77,644,645 $ 8 59,349,000 $ 6 $ 912,574 $ ( 236,598 ) $ 3,715 $ 679,705 $ 754,968 $ 1,434,673

Conversion of warrants 4,976,717 — — 144,659 — — 144,659 ( 32,714 ) 111,945

Tax impact arising from exchanges and exercises of warrants — — ( 51,455 ) — — ( 51,455 ) — ( 51,455 )

Share-based compensation 573,214 1 — 12,960 — — 12,961 — 12,961

Exchange 1,000,000 — ( 1,000,000 ) — 12,949 — — 12,949 ( 12,949 ) —

Net income — — — 20,555 — 20,555 ( 12,557 ) 7,998

Other comprehensive income — — — — 2,791 2,791 — 2,791

Dividends declared ($ 0.204 per share of Class A Common Stock)

— — — ( 15,663 ) — ( 15,663 ) — ( 15,663 )

Distribution to noncontrolling interest — — — — — — ( 18,806 ) ( 18,806 )

Balance at January 2, 2022 77,644,645 $ 8 59,349,000 $ 6 $ 912,574 $ ( 236,598 ) $ 3,715 $ 679,705 $ 754,968 $ 1,434,673

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

9 unchanged sentences

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

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

Shares Amount Shares Amount

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 — — ( 589 ) — — ( 589 ) — ( 589 )

8 unchanged sentences

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

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

Shares Amount Shares Amount

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

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

Share-based compensation 349,565 — — 18,295 — — 18,295 — 18,295

Class V to Class A Exchange 2,000,000 — ( 2,000,000 ) — 24,095 — — 24,095 ( 24,095 ) —

Deferred tax impact from divestiture — — 2,944 — — 2,944 2,146 5,090

Special excess cash dividend — — — ( 2,619 ) — ( 2,619 ) — ( 2,619 )

Net income — — 15,974 — 15,974 14,763 30,737

Other comprehensive loss — — — — ( 4,368 ) ( 4,368 ) ( 3,110 ) ( 7,478 )

Cash dividends declared — — — ( 19,969 ) — ( 19,969 ) — ( 19,969 )

Distribution to noncontrolling interest — — — — — — ( 13,944 ) ( 13,944 )

Tax distribution — — — — — — ( 4,654 ) ( 4,654 )

Balance at December 29, 2024 83,537,542 $ 8 57,349,000 $ 6 $ 988,510 $ ( 304,663 ) $ 18,590 $ 702,451 $ 685,293 $ 1,387,744

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

For the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

(In thousands)

For the Fiscal Year Ended December 31, 2023

For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Cash flows from operating activities

Net (loss) income $ ( 40,032 ) $ ( 14,041 ) $ 7,998

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss) $ 30,737 $ ( 40,032 ) $ ( 14,041 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Impairment and other charges — 12,575 4,678

Depreciation and amortization 70,940 79,488 86,801

Gain on sale of business ( 44,015 ) — —

Gain on remeasurement of warrant liability ( 10,224 ) ( 2,232 ) ( 720 )

Loss (gain) on sale of assets 78 7,350 ( 691 )

Stock based compensation 17,069 10,632 12,961

Share-based compensation 18,295 17,069 10,632

Loss on debt extinguishment 1,273 — —

Deferred income taxes 14,145 ( 8,938 ) ( 29,359 )

11 unchanged sentences

Proceeds from sale of property and equipment 26,640 9,539 4,333

Proceeds from sale of business 167,500 — —

Proceeds from sale of routes 26,658 28,665 23,399

2 unchanged sentences

Notes receivable, net ( 42,890 ) ( 38,077 ) ( 24,711 )

Net cash used in investing activities ( 48,492 ) ( 76,067 ) ( 136,098 )

Net cash provided by (used in) investing activities 74,961 ( 48,492 ) ( 76,067 )

Cash flows from financing activities

5 unchanged sentences

Payments of tax withholding requirements for employee stock awards ( 1,397 ) ( 589 ) ( 6,217 )

Exercised warrants — — 57,232

Proceeds from issuance of shares — — 28,000

2 unchanged sentences

Net cash (used in) provided by financing activities ( 177,012 ) ( 49,055 ) 58,906

Net (decrease) increase in cash and cash equivalents ( 20,907 ) 31,032 ( 4,933 )

Net increase (decrease) in cash and cash equivalents 4,115 ( 20,907 ) 31,032

Cash and cash equivalents at beginning of period 52,023 72,930 41,898

5 unchanged sentences

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

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

("UBI") and its wholly owned subsidiaries (collectively, the “Company”).

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

1 unchanged sentence

Securities and Exchange Commission (the "SEC").

CCH was incorporated in the Cayman Islands on April 30, 2018 as a blank check company.

CCH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company had not then identified.

CCH’s sponsor was Collier Creek Partners LLC, a Delaware limited liability company (the "Sponsor").

On August 28, 2020, CCH domesticated into a Delaware corporation and changed its name to "Utz Brands, Inc." (the “Domestication”) and consummated the acquisition of certain limited liability company units of Utz Brands Holdings, LLC ("UBH"), the parent of Utz Quality Foods, LLC (“UQF”), as a result of a new issuance by UBH and purchases from UBH’s existing equity holders pursuant to a Business Combination Agreement, dated as of June 5, 2020 (the “Business Combination Agreement”) among CCH, UBH and Series U of UM Partners, LLC (“Series U”) and Series R of UM Partners, LLC (“Series R” and together with Series U, the “Continuing Members”) (the Domestication and the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”), following the approval at the extraordinary general meeting of the shareholders of CCH held on August 27, 2020.

The Noncontrolling interest represents the common limited liability company units of UBH held by the Continuing Members.

Noncontrolling interest represents a minority owner’s proportionate share of equity in our consolidated entity Utz Brands Holdings, LLC.

All intercompany transactions and balances have been eliminated in combination/consolidation.

Loss of Emerging Growth Company Status – As of January 2, 2022, the Company no longer qualified as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act”), and we previously took advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company had elected not to opt out of such extended transition period which means that when a standard was issued or revised and it has different application dates for public or private companies, the Company, when it was as an emerging growth company, could adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or is an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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

In our Consolidated Statements of Operation and Comprehensive Income and our Consolidated Statements of Cash Flows, included in our Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2022, the Company began combining Gain on disposal of property, plant and equipment, net and Gain on sale of routes, net, into a single line item as (Loss) gain on sale of assets to simplify our reporting presentation.

The reclassification had no impact on total operating costs, earnings from operations, net earnings, earnings per share or total equity.

Prior Period Revision - Statement of Cash Flows – For the fiscal year ended December 31, 2023, 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 fiscal years ended January 1, 2023 and January 2, 2022 for comparability purposes and deems the change to those periods to be immaterial.

The Company has corrected these line items for the fiscal year ended January 1, 2023 for comparability purposes and deems the change to those periods to be immaterial.

Operations – The Company 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.

Segment Reporting – The Company operates in one reportable segment:

the manufacturing, distribution, marketing and sale of snack food products.

The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker ("CODM”) in order to assess performance and allocate resources.

The CODM is the Chief Executive Officer of the Company.

Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.

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.

The majority of the Company’s cash is held in financial institutions with insurance provided by the Federal Deposit Insurance Corporation 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.

Accounts Receivables and Notes Receivable – Accounts receivable and notes 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 as well as expectations of future credit losses and the customers ability to pay.

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

Some of these factors include current market conditions, delinquency trends, aging behavior of receivables, and customer classes, individual customers or individual independent operators (“IOs”) as well as expectations of future credit losses and the customer's or IO's ability to pay.

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.

The Company's bad debt expense was $ 1.2 million and $ 0.9 million for the fiscal years ended December 31, 2023 and January 1, 2023, respectively.

Inventories – Inventories are stated at the lower of cost (based on a method that approximates first-in, first-out or weighted average) or net realizable value.

The Company's bad debt expense was $ 0.7 million and $ 1.2 million for the fiscal years ended December 29, 2024 and December 31, 2023, respectively.

Inventories – Inventories are stated at the lower of cost (based on a method that approximates first-in, first-out for raw materials and finished goods and weighted average for maintenance inventories) or net realizable value.

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

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

Property, Plant and Equipment, net – 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.

4 unchanged sentences

Hosting arrangements – Certain of our service contracts have been deemed to be hosting arrangements.

Certain costs incurred for the implementation of a hosting arrangement that is a service contract are capitalized and amortized on a straight–line basis over the term of the respective contract.

Certain costs incurred for the implementation of a hosting arrangement that is a service contract are capitalized and amortized on a straight–line basis over the term of the applicable contract.

Amortization begins for each component of the hosting arrangement when the component becomes ready for its intended use.

Capitalized implementation costs are presented in Other assets of the Consolidated Balance Sheets.

Amortization expense of the capitalized implementation costs is presented in Administrative in the Consolidated Statements of Operations.

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.

Capitalized implementation costs are presented in Prepaid expenses and other assets and Other assets of the Consolidated Balance Sheets.

Amortization expense of the capitalized implementation costs is presented in Administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method of Financial Accounting Standards Board (“FASB”) 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.

7 unchanged sentences

Interest costs and related 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, general and administrative expenses ("SD&A").

As of December 31, 2023 and January 1, 2023, no liability for unrecognized tax benefits was required to be reported.

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

As of each of December 29, 2024 and December 31, 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.

Distribution Route Acquisition and Sale Transactions – The Company acquires and sells distribution routes as a part of the Company’s maintenance of its DSD network.

As new independent operators ("IOs”) are identified, the Company either sells its newly-created or existing Company-managed routes to IOs or sells routes that were previously acquired by the Company to IOs.

As new IOs are identified, the Company either sells its newly-created or existing Company-managed routes to IOs or sells routes that were previously acquired by the Company to IOs.

Gain/loss from the sale of a distribution route is recorded upon the completion of the sale transaction and is calculated based on the difference between the sale price of the distribution route and the asset carrying value of the distribution route as of the date of sale.

The Company records intangible assets for distribution routes that it purchases based on the payment that the Company makes to acquire the route, and records the purchased distribution routes as indefinite-lived intangible assets under Financial Accounting Standards Board ("FASB") ASC 350, Intangibles – Goodwill and Other.

The Company records intangible assets for distribution routes that it purchases based on the payment that the Company makes to acquire the route and records the purchased distribution routes as indefinite-lived intangible assets under FASB ASC 350, Intangibles – Goodwill and Other.

The indefinite lived intangible assets are subject to annual impairment testing.

15 unchanged sentences

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 2023, we had taken into consideration all the events and circumstances listed in Topic 350, in addition to other entity-specific factors that have taken place.

Our fiscal year 2023 qualitative analysis concluded that Goodwill and our intangible assets were not impaired.

Share-Based Compensation – Share-based compensation is rewarded to associates and directors of the Company and accounted for in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718”).

For the latest qualitative analysis performed, which took place on the first day of the fourth quarter of 2024, we had taken into consideration all the events and circumstances listed in Topic 350, in addition to other entity-specific factors that have taken place and concluded that Goodwill and our indefinite-lived intangible assets were not impaired.

Share-Based Compensation – Share-based compensation is awarded to associates and directors of the Company and accounted for in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718”).

Share-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value.

The Company uses various forms of long-term incentives including, but not limited to, stock options, restricted stock units ("RSUs”) and performance share units ("PSUs”).

The Company uses various forms of long-term incentives including, but not limited to, stock options, restricted stock units ("RSUs”) and performance stock units ("PSUs”).

The fair value of stock options is estimated at the date of grant using the Black-Scholes valuation model.

5 unchanged sentences

The Company accounts for forfeitures as they occur.

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.

Fair Value of Financial Instruments – Financial instruments held by the Company include cash and cash equivalents, accounts receivable, notes 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, and notes receivable 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.

1 unchanged sentence

The related gains and losses of the hedging instruments are reported in Prepaid expense and other assets and Accounts payable and accrued expenses and other on the Consolidated Statement of Cash Flow.

The Company has elected hedge account for its interest rate swaps.

Gains and loss related to the interest rate swaps are recognized in Accumulated other comprehensive income, with mark to market adjustments being recognized immediately in earnings.

Self-Insurance – The Company is primarily self-insured, up to certain limits, for employee group health claims.

1 unchanged sentence

Operations are charged with the cost of claims reported and an estimate of claims incurred but not reported.

Total health care expense under the program was $ 22.2 million for the fiscal year ended December 31, 2023, and $ 18.7 million for the fiscal year ended January 1, 2023, and $ 18.0 million for the fiscal year ended January 2, 2022 The reserve for unpaid claims, which includes an estimate of claims incurred but not reported, was $ 2.0 million and $ 1.6 million at December 31, 2023 and January 1, 2023, respectively.

Total health care expense under the program was $ 20.2 million for the fiscal year ended December 29, 2024, $ 22.2 million for the fiscal year ended December 31, 2023, and $ 18.7 million for the fiscal year ended January 1, 2023.

The reserve for unpaid claims, which includes an estimate of claims incurred but not reported, was $ 2.2 million and $ 2.0 million at December 29, 2024 and December 31, 2023, respectively.

The Company is primarily self-insured through large deductible insurance plans for automobile, general liability and workers’ compensation.

The Company has utilized a number of different insurance vehicles and programs for these insurable risks and recognizes expenses and reserves in accordance with the provisions of each insurance vehicle/program.

The expense associated with automobile, general liability and workers’ compensation insurance programs totaled $ 11.1 million for the fiscal year ended December 31, 2023, $ 8.5 million for the fiscal year ended January 1, 2023, and $ 8.7 million for the fiscal year ended January 2, 2022.

The expense associated with automobile, general liability and workers’ compensation insurance programs totaled $ 10.7 million for the fiscal year ended December 29, 2024, $ 11.1 million for the fiscal year ended December 31, 2023, and $ 8.5 million for the fiscal year ended January 1, 2023.

The Company also records reserves for unpaid claims and an estimate for claims incurred but not yet reported, including an estimate for the development of any such claim.

As of December 31, 2023 and January 1, 2023, the Company had reserves totaling $ 4.1 million and $ 4.6 million, respectively, for these insurance programs.

As of each of December 29, 2024 and December 31, 2023, the Company had reserves totaling $ 4.1 million for these insurance programs.

Shipping and Handling – The Company records shipping and handling expenses within selling expenses.

Shipping and handling expenses for products shipped to customers totaled $ 45.0 million for the fiscal year ended December 31, 2023, $ 59.5 million for the fiscal year ended January 1, 2023, and $ 57.0 million for the fiscal year ended January 2, 2022.

Shipping and handling expenses for products shipped to customers totaled $ 50.1 million for the fiscal year ended December 29, 2024, $ 45.0 million for the fiscal year ended December 31, 2023, and $ 59.5 million for the fiscal year ended January 1, 2023.

Advertising Costs – Advertising costs are charged to operations when incurred.

The Company had no significant direct response advertising.

Advertising expenses totaled $ 12.3 million for the fiscal year ended December 31, 2023, $ 9.9 million for the fiscal year ended January 1, 2023, and $ 11.8 million for the fiscal year ended January 2, 2022.

Cooperative advertising, primarily consisting of in-print advertising, point-of-sale displays, and in-store demos, totaled $ 29.8 million for the fiscal year ended December 31, 2023, $ 21.6 million for the fiscal year ended January 1, 2023, and $ 17.7 million for the fiscal year ended January 2, 2022.

Advertising expenses totaled $ 17.8 million for the fiscal year ended December 29, 2024, $ 12.3 million for the fiscal year ended December 31, 2023, and $ 9.9 million for the fiscal year ended January 1, 2023.

Cooperative advertising, primarily consisting of in-print advertising, point-of-sale displays, and in-store demos, totaled $ 33.8 million for the fiscal year ended December 29, 2024, $ 29.8 million for the fiscal year ended December 31, 2023, and $ 21.6 million for the fiscal year ended January 1, 2023.

Employee Benefits – The Company maintains several contributory 401(k) retirement plans (the "Plans”) for its associates.

Profit sharing contributions are made at the discretion of the Board of Directors and expenses recognized related to the profit sharing contribution was $ 5.5 million for the fiscal year ended December 31, 2023, $ 6.3 million for the fiscal year ended January 1, 2023, and $ 3.9 million for the fiscal year ended January 2, 2022.

Profit sharing contributions are made at the discretion of the Board of Directors and expenses recognized related to the profit-sharing contribution were $ 4.9 million for the fiscal year ended December 29, 2024, $ 5.5 million for the fiscal year ended December 31, 2023, and $ 6.3 million for the fiscal year ended January 1, 2023.

The Plans provide associates with matching contributions primarily at 20 % of their contributions as defined in the Plans.

The expense related to the matching contributions was $ 1.7 million for the fiscal year ended December 31, 2023, $ 1.4 million for the fiscal year ended January 1, 2023, and $ 1.9 million for the fiscal year ended January 2, 2022.

The expense related to the matching contributions was $ 1.3 million for the fiscal year ended December 29, 2024, $ 1.7 million for the fiscal year ended December 31, 2023, and $ 1.4 million for the fiscal year ended January 1, 2023.

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 DSD network, DTW 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, some of which are recorded in Selling and distribution.

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.

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

The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers.

8 unchanged sentences

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

The Company has reserves in place of $ 17.4 million as of December 31, 2023, which include adjustments taken by customers of $ 6.2 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.

The Company had reserves in place of $ 20.8 million as of December 29, 2024, which include adjustments taken by customers of $ 9.3 million that are awaiting final processing.

The Company had reserves in place 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.

Customer Concentrations – One customer provided in excess of 10% of the Company's net sales during the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022 in the amount of 13 %, 12 % and 15 %, respectively.

In addition, one customer provided in excess of 10% of the Company's accounts receivable at January 1, 2023 and January 2, 2022 in the amount of 11 % and 10 %, respectively.

No customer provided greater than 10% of the Company's accounts receivable at December 31, 2023.

Customer Concentrations – One customer provided in excess of 10% of the Company's net sales during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 in the amount of 14 %, 13 % and 12 %, respectively.

In addition, no customer provided greater than 10% of the Company's accounts receivable at December 29, 2024 and December 31, 2023.

One customer provided in excess of 10% of the Company's accounts receivable at January 1, 2023 in the amount of 11 %.

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.

1 unchanged sentence

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 business combination or an acquisition of assets.

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.

2 unchanged sentences

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

Distributor Buyouts - During the fiscal years ended December 31, 2023 and January 1, 2023 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, which were accounted for as contract terminations and asset purchases, resulted in expense of $ 1.5 million and $ 23.0 million for the fiscal years ended December 31, 2023 and January 1, 2023, respectively and are included within selling and distribution expenses on the Consolidated Statement of Operations and Comprehensive Income (Loss) for such period.

Distributor Buyouts - During the fiscal years ended December 29, 2024 and December 31, 2023, the Company bought out and terminated the contracts of multiple third-party distributors who had previously been providing services to the Company.

These transactions, which were accounted for as contract terminations and asset purchases, resulted in expense of $ 2.1 million, $ 1.5 million and $ 23.0 million for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively and are included within selling and distribution on the Consolidated Statement of Operations and Comprehensive Income (Loss) for such periods.

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

2 unchanged sentences

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

Recently Issued Accounting Standards – In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses:

Measurement of Credit Losses on Financial Instruments ("Topic 326").

Topic 326 requires entities to measure the impairment of certain financial instruments, including accounts receivables, notes receivables and off balance sheet notes receivables, based on expected losses rather than incurred losses.

Topic 326 was effective for the Company beginning in fiscal year 2023.

The adoption of this standard did not have a material effect on the Company’s consolidated financial statements or related disclosures.

Recently Issued Accounting Standards – In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods.

The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments can be applied either prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on the Company's Consolidated Statement of Operations and Comprehensive income.

In December 2023, FASB issued ASU 2023-09, Income Taxes:

4 unchanged sentences

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 January 11, 2021, the Company announced that its subsidiary, UQF, entered into a definitive agreement with Snak-King Corp.

to acquire certain assets of the C.J.

Vitner business ("Vitner's acquisition" or the "acquisition of Vitner's"), a leading brand of salty snacks in the Chicago, Illinois area.

The Company closed this transaction on February 8, 2021 and the purchase price of approximately $ 25.2 million was funded from current cash-on-hand.

The fair values to which the purchase price was allocated were $ 2.9 million to trademarks, $ 0.8 million to customer relationships, $ 1.7 million to DSD routes, $ 1.9 million of other net assets, and $ 17.9 million to goodwill.

The trademarks and customer relationships are being amortized over a period of 15 years.

As of February 8, 2022, the purchase price allocation had been finalized.

Festida Foods

On May 11, 2021, the Company announced that its subsidiary, UQF, entered into a definitive agreement with Great Lakes Festida Holdings, Inc.

to acquire all assets including real estate located in Grand Rapids, Michigan related to the operations of Festida Foods ("Festida Foods acquisition" or the "acquisition of Festida Foods"), a manufacturer of tortilla chips, corn chips, and pellet snacks, and the largest manufacturer of tortilla chips for the Company's ON THE BORDER® brand.

The Company closed this transaction on June 7, 2021 and the purchase price of approximately $ 40.3 million was funded in part from incremental financing on an existing term loan.

The customer relationships are being amortized over a period of 10 years.

As of June 7, 2022, the purchase price allocation had been finalized.

The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company for the acquisition of Festida Foods at the date of the acquisition:

(in thousands)

Purchase consideration $ 40,324

Assets acquired:

Accounts receivable 2,776

Inventory 2,704

Prepaid expenses and other assets 182

Property, plant and equipment 24,650

Customer relationships 1,270

Total assets acquired:

Liabilities assumed:

Accounts payable 2,017

Accrued expenses 844

Total liabilities assumed:

Net identifiable assets acquired 28,721

Goodwill $ 11,603

The customer relationships are being amortized over a period of 10 years.

On November 2, 2021, the Company announced that certain of its subsidiaries, entered into a definitive agreement to acquire the equity of R.W.

Garcia Holdings, LLC and its wholly-owned subsidiary, R.W.

Garcia Co., Inc.

(together "RW Garcia"), an artisan maker of high-quality organic tortilla chips, crackers, and corn chips ("RW Garcia acquisition" or the “acquisition of RW Garcia”).

The Company closed on this transaction on December 6, 2021, and the cash purchase price of approximately $ 57.9 million funded in part from a draw on the Company's line of credit and cash on hand.

In addition to this acquisition on December 6, 2021, the Company closed on an acquisition of a manufacturing facility of which RW Garcia was a tenant.

The cost of the manufacturing facility was approximately $ 6.0 million.

Please see "Note 20.

Subsequent Events" for the discussion of the disposition of RW Garcia by the Company in February 2024.

The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company for the RW Garcia acquisition at the date of the acquisition:

(in thousands)

Purchase consideration $ 56,430

Tax consideration 1,458

Total consideration 57,888

Assets acquired:

Accounts receivable 4,660

Inventory 5,674

Prepaid expenses and other assets 2,102

Property, plant and equipment 20,210

Trade name 3,100

Customer relationships 4,720

Total assets acquired:

Liabilities assumed:

Accounts payable 6,017

Accrued expenses 1,838

Deferred tax liability 5,898

Total liabilities assumed:

Net identifiable assets acquired 32,114

Goodwill $ 25,774

The trade name and customer relationships are being amortized over a period of 15 years.

The purchase price allocation was finalized prior to December 6, 2022.

Among other changes, the amendments 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 were effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and are applied on a retrospective basis.

The adoption of this standard resulted in additional financial statement footnote disclosures and are presented in Note 16.

Segment Data .

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.

Garcia Sale on February 5, 2024:

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 fiscal year ended December 29, 2024.

On April 22, 2024, the Company sold to Our Home its Berlin, PA and Fitchburg, MA manufacturing facilities and certain related assets, including certain inventory (the “Manufacturing Facilities Sale”).

The total consideration for the transactions was $ 18.5 million, subject to customary adjustments.

The Company recognized a gain on the Manufacturing Facilities Sale of $ 4.3 million included in (Loss) gain in sale of assets, net in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company and Our Home are operating under transition services agreements related to each of the Good Health and R.W.

Garcia Sale and the Manufacturing Facility Sale, which are scheduled to expire during the first half of 2025.

In addition, the parties will operate under reciprocal co-manufacturing agreements pursuant to 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 pursuant to a distribution agreement.

The Company received approximately $ 18.7 million in advance from Our Home for certain terms under these agreements, which the Company will recognize through income from operations over the terms of the transition services and co-manufacturing agreements.

Inventories consisted of the following:

(in thousands) As of

December 31, 2023 As of January 1, 2023

December 29, 2024

As of December 31, 2023

Finished goods $ 66,976 $ 65,673

2 unchanged sentences

Total inventories $ 101,362 $ 104,666

In connection with the Good Health and R.W.

Garcia Sale in February 2024 and the Manufacturing Facilities Sale in April 2024, the Company sold inventory of $ 6.3 million and $ 1.6 million, respectively.

Divestitures .

PROPERTY, PLANT AND EQUIPMENT, NET

1 unchanged sentence

(in thousands) As of

December 31, 2023 As of January 1, 2023

December 29, 2024

As of December 31, 2023

Land $ 25,861 $ 28,561

9 unchanged sentences

d/b/a Benestar Brands and related affiliates.

The total purchase price of the facility was approximately $ 38.4 million, plus assumed liabilities of $ 1.3 million.

The Company paid the full cash purchase price of $ 38.4 million at the closing and concurrently with the facility purchase, the Company sold 2.1 million shares of the Company’s Class A Common Stock for $ 28.0 million, to affiliates of Benestar in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933.

During the fiscal year ended January 1, 2023, the Company recorded impairments totaling $ 2.7 million related to property and equipment damaged in one of the Company's smaller manufacturing facilities by a natural disaster.

The total cash purchase price of the facility was approximately $ 38.4 million, plus assumed liabilities of $ 1.3 million.

During the fiscal year ended January 1, 2023, the Company received $ 3.9 million in insurance proceeds related to a partial settlement of damaged property and equipment, resulting in a gain during fiscal the year ended January 1, 2023 of $ 1.2 million.

As a result of the damage to the facility the Company has had to shift production to other facilities as well as utilize a co-manufacturer which has resulted in additional production and distribution costs.

As a result of the damage to the facility, the Company has had to shift production to other facilities as well as utilize a co-manufacturer which resulted in additional production and distribution costs.

In addition, during the fiscal year ended January 1, 2023, the Company received $ 6.0 million in proceeds related to a partial settlement of a business interruption insurance claim.

During the fiscal year ended December 31, 2023, the Company received an additional $ 1.7 million in insurance proceeds related to the settlement of damaged property and equipment and additional $ 1.3 million related to the settlement of the business interruption insurance claim.

The Company has recognized receipts of the business interruption insurance as a reduction of the cost of goods sold and the receipts related to the damage to property plant and equipment within the (loss) gain on sale of assets, net in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss).

The Company has recognized receipts of the business interruption insurance as a reduction of Cost of goods sold and the receipts related to the damage to property, plant and equipment within the (Loss) gain on sale of assets, net in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss).

The Company recognizes gains from insurance proceeds, at the earliest, after receipt of insurance proceeds.

The Company intends to sell this facility and expects to dispose of the property within the next twelve months.

As a result, the Company recorded additional impairments for the fiscal year ended December 31, 2023 totaling $ 1.9 million recorded to Administrative expenses on the Consolidated Statement of Operations and has reclassified this facility on its consolidated balance sheet to Assets held for sale in the amount of $ 1.6 million.

The fair value of this facility was based upon prices of similar assets.

During the fiscal year ended December 31, 2023, the Company recorded expenses of $ 8.9 million in connection with the closure of the Company's manufacturing facility in Birmingham, Alabama, which included $ 1.3 million in severance and related costs and $ 10.6 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 fiscal year ended December 31, 2023.

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

The Company has identified a potential buyer for this property and has reclassified this property to Assets held for sale on the consolidated balance sheet at December 31, 2023 in the amount of $ 6.0 million.

The Company recorded additional impairments for the fiscal year ended December 31, 2023 totaling $ 1.9 million recorded under Administrative on the Consolidated Statements of Operations and Comprehensive Income (Loss).

During the fiscal year ended December 31, 2023, the Company permanently ceased operations at the Company’s manufacturing facility located in Birmingham, AL (the “Birmingham Facility”), effective in June 2023 (the “Manufacturing Closure”).

Golden Flake® and other products that were produced at the Birmingham Facility continue to be produced at other manufacturing facilities.

The Manufacturing Closure reduced the Company's workforce by approximately 130 employees, and the Company maintains its distribution center in Birmingham.

The Company recorded expense of $ 8.9 million in connection with the Manufacturing Closure , which included $ 1.3 million in severance and related costs and $ 10.6 million of asset impairments related to fixed assets.

The severance and related expenses were recorded in the Cost of goods sold line in the Consolidated Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

The fixed asset impairments are recorded in the administrative expenses line in the Consolidated Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

In addition, during the fiscal year ended December 31, 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 fiscal year ended December 29, 2024, the Company sold the Birmingham Facility for proceeds of $ 6.0 million and the Gramercy, LA Facility for proceeds of $ 1.8 million.

Both of these facilities were classified as Assets held for sale in the Consolidated Balance Sheet at December 31, 2023.

During the fiscal year ended December 31, 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.

4 unchanged sentences

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 $ 40.5 million for the fiscal year ended December 31, 2023, $ 47.8 million for the fiscal year ended January 1, 2023, and $ 43.1 million for the fiscal year ended January 2, 2022.

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 fiscal year ended December 29, 2024, in connection with the Good Health and R.W.

Garcia Sale as described in Note 2.

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

Also, during the fiscal year ended December 29, 2024, in connection with the Manufacturing Facilities Sale as described in Note 2.

Divestitures , the Company sold its Berlin, PA and Fitchburg, MA manufacturing facilities having a net book value of $ 12.2 million and recognized a gain on the Manufacturing Facilities Sale of $ 4.3 million.

Depreciation expense was $ 33.4 million for the fiscal year ended December 29, 2024, $ 40.5 million for the fiscal year ended December 31, 2023, and $ 47.8 million for the fiscal year ended January 1, 2023.

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).

GOODWILL AND INTANGIBLE ASSETS, NET

1 unchanged sentence

(in thousands)

Balance as of January 2, 2022

RW Garcia acquisition adjustment ( 143 )

Balance as of January 1, 2023

Balance as of December 31, 2023

Balance as January 1, 2023 $ 915,295

Balance as December 31, 2023 915,295

Good Health and R.W.

Garcia Sale, Note 2.

Divestitures ( 44,600 )

Balance as December 29, 2024 $ 870,695

Intangible assets, net, consisted of the following:

(in thousands) As of December 31, 2023 As of January 1, 2023

(in thousands) As of December 29, 2024 As of December 31, 2023

Subject to amortization:

11 unchanged sentences

As a result, the Company recorded impairment expense of $ 2.0 million and the amortizable master distribution rights decreased by $ 2.2 million.

There were no other significant changes to intangible assets during the fiscal years ended December 31, 2023 and January 1, 2023, other than those which arise from the ordinary course of business related to the purchase and sale of Company-owned route assets and amortization.

Amortization of the distributor/customer relationships, technology, and trademarks amounted to $ 37.7 million for the fiscal year ended December 31, 2023, $ 37.7 million for the fiscal year ended January 1, 2023, and $ 37.0 million for the fiscal year ended January 2, 2022.

During the fiscal year ended December 29, 2024, the Company sold customer relationships and trademarks with carrying values of $ 26.0 million and $ 18.3 million, respectively, related to the Good Health and R.W.

Divestitures, for further discussion.

In addition, during the fiscal year ended December 29, 2024, the Company paid $ 9.2 million to purchase an indefinite life intangible right for use of a third-party brand name.

This intangible asset is classified as an indefinite life trade name.

There were no other significant changes to intangible assets during the fiscal years ended December 29, 2024 and December 31, 2023 other than those which arise from the normal course of business from the buying and selling of Company-owned route assets and amortization.

Amortization of the distributor/customer relationships, technology, and trademarks amounted to $ 36.3 million for the fiscal year ended December 29, 2024, and $ 37.7 million for both of the fiscal years ended December 31, 2023 and January 1, 2023.

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

6 unchanged sentences

NOTES RECEIVABLE

The Company has undertaken a program in recent years to sell Company-managed DSD distribution routes to IOs.

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

The notes bear interest at rates ranging from 5.00 % to 10.55 % with terms ranging generally from one to ten years .

The notes receivable balances due from IOs at December 31, 2023 and January 1, 2023 totaled $ 17.6 million and $ 22.0 million, respectively, and are collateralized by the routes for which the loans are made.

The Company has a corresponding notes payable liability, related to the IOs notes receivables, of $ 16.5 million and $ 21.1 million at December 31, 2023 and January 1, 2023, respectively.

The related notes payable liability is discussed in further detail within Note 8.

"Long-Term Debt."

Other notes receivable totaled $ 0.1 million as of each of December 31, 2023 and January 1, 2023.

The notes receivable balances due from IOs at December 29, 2024 and December 31, 2023 totaled $ 13.8 million and $ 17.6 million, respectively, and are collateralized by the routes for which the loans are made.

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

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

Long-Term Debt and Note 12.

Contingencies .

Other notes receivable totaled $ 0.1 million as of each of December 29, 2024 and December 31, 2023.

ACCRUED EXPENSES AND OTHER

Current accrued expenses and other consisted of the following:

(in thousands) As of December 31, 2023 As of January 1, 2023

(in thousands) As of December 29, 2024 As of December 31, 2023

Accrued compensation and benefits $ 24,303 $ 21,466

4 unchanged sentences

Accrued interest 11,086 13,280

Deferred transition services and other fees (a) 2,002 —

Other accrued expenses 4,246 8,645

Total accrued expenses and other $ 78,281 $ 77,590

(a) See Note 2.

Divestitures , for further discussion.

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

(in thousands) As of December 31, 2023 As of January 1, 2023

(in thousands) As of December 29, 2024 As of December 31, 2023

Operating right of use liability (1)

$ 132,995 $ 43,928

Tax Receivable Agreement liability 24,272 24,297

2 unchanged sentences

Total accrued expenses and other $ 164,185 $ 76,720

(1) During the fiscal year ended December 29, 2024, the Company entered into an operating lease agreement related to a distribution center in Hanover.

LONG-TERM DEBT

Revolving Credit Facility

On November 21, 2017, UBH entered into an asset based revolving credit facility (as amended, the "ABL facility") in an initial aggregate principal amount of $ 100.0 million.

The ABL facility was set to expire on the fifth anniversary of closing, or November 21, 2022.

On April 1, 2020, the ABL facility was amended to increase the credit limit up to $ 116.0 million and to extend the maturity through August 22, 2024.

On December 18, 2020, the ABL facility was amended to further increase the credit limit up to $ 161.0 million.

On September 22, 2022, the ABL facility was amended to further increase the credit limit up to $ 175.0 million, and replaced the interest rate benchmark from London Inter-Bank Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR").

As of December 31, 2023 and January 1, 2023, $ 0.4 million and $ 0.0 million , respectively, were outstanding under this facility.

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 and amounts borrowed.

As of December 31, 2023 and January 1, 2023, $ 158.4 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 both December 31, 2023 and January 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).

UBH has an asset based revolving credit facility (as amended, the “ABL facility”).

On September 22, 2022, the ABL facility was amended to further increase the credit limit up to $ 175.0 million and to replace the interest rate benchmark from London Inter-Bank Rate ("LIBOR") to the Secured Overnight Financing Rate (“SOFR”).

On July 20, 2023, the ABL facility was further amended to increase the credit limit to $ 225.0 million and extend the maturity from October 2023 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 December 31, 2023 and January 1, 2023, respectively.

On April 17, 2024, the Company further amended its ABL facility to reduce the rate from SOFR plus the applicable rate ranging from 1.50 %- 2.00 % plus a credit spread adjustment to SOFR plus the applicable rate ranging from 1.50 %- 2.00 %, as well as certain other changes.

Other material terms of the ABL facility, including maturity date, remained unchanged.

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

As of December 29, 2024 and December 31, 2023, $ 158.7 million and $ 158.4 million, respectively, was available for borrowing, net of letters of credit.

The ABL facility is also subject to unused line fees ( 0.5 % at both December 29, 2024 and December 31, 2023) and other fees and expenses.

Standby letters of credit in the amount of $ 10.3 million and $ 12.2 million were issued as of December 29, 2024 and December 31, 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 proceeds of the Bridge Credit Agreement were used to fund the Company’s acquisition of Truco Holdco Inc.

(“Truco”) and the IP Purchase (as defined below) from OTB Acquisition, LLC, in which the Company withdrew $ 490.0 million to finance the acquisition of Truco (such acquisition, the "Truco Acquisition") and certain intellectual property from OTB Acquisition, LLC (the "IP Purchase").

The Bridge Credit Agreement bore 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.

The loan converts into an Extended Term Loan if the loan remains open 365 days after the closing date.

As of January 3, 2021, the outstanding balance of the Bridge Credit Agreement was $ 370.0 million, with $ 120.0 million being repaid from the exercise of the Company's warrants.

Commitment fees and deferred financing costs on the Bridge Credit Agreement totaled $ 7.2 million, of which $ 2.6 million remained on the books as of January 3, 2021.

On January 20, 2021, the Bridge Credit Agreement was repaid in full by the refinancing of term debt.

In connection with Amendment No.

2 (as defined below), and a $ 12.0 million repayment in the first quarter of 2021, the outstanding balance of $ 370.0 million was repaid in full and the Bridge Credit Agreement was terminated.

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 $ 720.0 million in aggregate principal of Term Loan B ("Term Loan B") which 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 our exercised warrants, to redeem the outstanding principal amount of existing Term Loan B and Bridge Credit Agreement of $ 410.0 million and $ 358.0 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 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 for the fiscal year ended December 31, 2023 and the fiscal year ended January 1, 2023 was 5.74 % and 4.93 %, respectively.

On October 12, 2022, the Company, through its subsidiaries UQF, 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 holds a principal balance of $ 88.1 million, with net proceeds of approximately $ 85.0 million after transaction fees and expenses.

The Company has a credit agreement with a syndicate of banks, led by Bank of America, N.A.

(“Term Loan B”) which had an original outstanding balance of $ 795.0 million maturing on January 20, 2028.

On September 22, 2022, the Company amended its Term Loan B to replace the interest rate benchmark from LIBOR to SOFR.

In March 2024, in connection with the Good Health and R.W.

Garcia Sale as described in Note 2.

Divestitures and Note 4.

Property, Plant and Equipment, Net , the Company made a $ 141.0 million accelerated payment on its Term Loan B.

On April 17, 2024, the Company further amended its Term Loan B to refinance in full all of the $ 630.3 million outstanding term loan and reduce the interest rate from SOFR plus the applicable rate of 3.00 % plus a credit spread adjustment to SOFR plus the applicable rate of 2.75 %, as well as to make certain other changes.

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

The Company recorded a loss on debt extinguishment of $ 1.3 million related to the refinancing of its Term Loan B in its Consolidated Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

The weighted average interest rate on the Term Loan B debt, including the impact of the interest rate swap (see Note 9.

Derivative Financial Instruments and Purchase Commitments) , for the fiscal year ended December 29, 2024 and the fiscal year ended December 31, 2023 was 5.14 % and 5.74 %, respectively.

On October 12, 2022, the Company entered into a loan agreement (the “Real Estate Term Loan”) with City National Bank which was secured by a majority of the Company's real estate assets.

The Real Estate Term Loan has a ten-year maturity and amortizes approximately $ 3.5 million in principal annually, with a balloon payment due at maturity.

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 5.93 %, as discussed in further detail within "Note 9.

Concurrent with the closing of the Real Estate Term Loan, Utz Quality Foods, LLC entered into an interest rate swap transaction to fix the effective interest rate at approximately 5.93 %, as discussed in further detail within Note 9.

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 4.

In September 2023, the Company made an additional $ 4.4 million payment on its Real Estate Term Loan using net proceeds from the sale of land to a third-party, as discussed within Note 4.

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

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

In February 2024, in connection with the Good Health and R.W.

Garcia Sale as described in Note 2.

Divestitures and Note 4.

Property, Plant and Equipment, Net , the Company made an additional $ 8.5 million payment on its Real Estate Term Loan.

In April 2024, in connection with the Manufacturing Facilities Sale as described in Note 2.

Divestitures and Note 4.

Property, Plant and Equipment, Net , the Company made an additional payment of $ 9.2 million on its Real Estate Term Loan.

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 secured by the Real Estate Term Loan, including equity interests in certain of UBH’s subsidiaries.

1 unchanged sentence

UBH and its subsidiaries were in compliance with its financial covenants as of December 29, 2024.

Long-term debt consisted of the following:

Term debt and revolving credit facilities consisted of the following:

Debt (in thousands)

Issue Date Principal Balance Maturity Date December 31, 2023 January 1, 2023

Term loan B (1)

June-21 $ 795,000 January-28 $ 771,335 $ 779,286

Real Estate Loan October-22 88,140 October-32 80,184 88,140

Principal Balance Maturity Date December 29, 2024 December 31, 2023

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

Real Estate Loan 88,140 October-32 59,626 80,184

Equipment loans (1)

6 unchanged sentences

Long term portion of term debt and financing obligations $ 752,484 $ 878,511

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

(2) In July 2021, the Company entered into two separate finance lease obligations with Banc of America Leasing & Capital, LLC, which have been treated as secured borrowing.

(1) Equipment loans have varying maturities from June 2026 to October 2029.

The Company has made the following draws upon these agreements:

$ 26.5 million in fiscal year 2021, $ 32.4 million in fiscal year 2022, and $ 13.1 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 1.50 % (ranging from 1.50 % to 2.00 % based on availability) or the prime rate plus an applicable margin of 0.50 % (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 December 31, 2023 and January 1, 2023, was 9.25 % and 8.25 %, respectively, 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 are expected to be carried longer than 30 days, the interest rate on the ABL facility as of December 31, 2023 was 7.19 %.

$ 32.4 million in the fiscal year ended January 1, 2023, $ 13.1 million in the fiscal year ended December 31, 2023 and $ 39.1 million in the fiscal year ended December 29, 2024.

These draws bear interest ranging from 3.26 % through 7.56 %.

(2) The Company generally utilizes the prime rate for amounts that the Company expects to pay down within 30 days, the interest rate on the ABL facility as of December 29, 2024 and December 31, 2023, was 8.00 % and 9.25 %, respectively, under the prime rate.

Balances that are expected to be carried longer than 30 days , the interest rate on the ABL facility as of December 29, 2024 was 6.11 %.

As of December 29, 2024, the minimum debt repayments under term debt and financing obligations consisted of the following:

3 unchanged sentences

Total $ 773,659

Term loan B, the Revolving Credit Facility, and the equipment loans are debt of UBH and its’ subsidiaries.

There are no material differences between the financial statements of UBI and its consolidated subsidiaries and the financial statements of UBH and its consolidated subsidiaries, except for the warrant liability and associated gain (loss) on remeasurement of warrant liability as described in "Note 17.

"Warrants,” the Tax Receivable Agreement described in "Note 15.

Income Taxes” and accrued dividends to shareholders which flow out of UBH.

The Term Loan B, the ABL Facility, and the equipment loans are debt of UBH and its’ subsidiaries.

There are no material differences between the financial statements of UBI and its consolidated subsidiaries and the financial statements of UBH and its consolidated subsidiaries, except for the warrant liability and associated gain on remeasurement of warrant liability as described in Note 17.

Warrants , the TRA described in Note 14.

Income Taxes and accrued dividends to stockholders which flow out of UBH.

Other Notes Payable and Capital Leases

1 unchanged sentence

These transactions were accounted for as contract terminations and asset purchases and resulted in expense of $ 23.0 million for the fiscal year ended January 1, 2023.

The outstanding payable balance of these transactions was $ 0.5 million as of January 1, 2023.

During the first fiscal quarter of 2020, the Company purchased intellectual property that included a deferred purchase price of $ 0.5 million, of which $ 0.2 million and $ 0.3 million was outstanding as of December 31, 2023 and January 1, 2023, respectively.

The outstanding payable balance of these transactions was $ 0.5 million as of December 31, 2023.

During the first fiscal quarter of 2020, the Company purchased intellectual property that included a deferred purchase price of $ 0.5 million, of which $ 0.1 million and $ 0.2 million was outstanding as of December 29, 2024 and December 31, 2023, respectively.

Amounts outstanding under notes payable consisted of the following:

(in thousands) As of

December 31, 2023 As of January 1, 2023

December 29, 2024

As of December 31, 2023

Note payable – IO notes $ 12,095 $ 16,478

Finance lease obligations (1)

10,145 10,995

Other 100 200

4 unchanged sentences

Leases for further discussion on our finance lease obligations.

During fiscal year 2021, the Company sold $ 12.5 million of notes receivable from IOs for proceeds of $ 11.8 million in a series of transactions to a financial institution.

During fiscal year 2022, the Company sold an additional $ 5.0 million of notes receivable from IOs for proceeds of $ 5.0 million to a financial institution.

During fiscal year 2023, the Company sold an additional $ 5.2 million of notes receivable from IOs for proceeds of $ 5.4 million to a financial institution.

During the fiscal year ended January 1, 2023, the Company sold an additional $ 5.0 million of notes receivable from IOs for proceeds of $ 5.0 million to a financial institution.

During the fiscal year ended December 31, 2023, the Company sold an additional $ 5.2 million of notes receivable from IOs for proceeds of $ 5.4 million to a financial institution.

During the fiscal year ended December 29, 2024, the Company sold an additional $ 4.6 million of notes receivable from IOs for proceeds of $ 4.9 million 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 on its books;

1 unchanged sentence

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 underlying notes have various maturity dates through June 2032.

The underlying notes have various maturity dates through December 2034.

The Company partially guarantees the outstanding loans, as discussed in further detail within Note 12.

4 unchanged sentences

Interest expense consisted of the following:

(in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Company’s ABL facility and other long-term debt $ 40,643 $ 57,881 $ 41,231

Amortization of deferred financing fees 1,556 1,933 3,847

Amortization of deferred financing costs 3,154 1,556 1,933

IO loans 1,065 1,153 1,260

5 unchanged sentences

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 1.41 %;

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

under this amended swap agreement the Company receives 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 $ 84.6 million as of December 31, 2023.

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

In conjunction with accelerated payments on the Real Estate Term Loan during the fiscal year ended December 29, 2024, discussed within Note 8.

Long-Term Debt , 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 December 29, 2024, $ 45.5 million and $ 35.6 million of the notional of the Company's interest rate swap was designated under interest rate hedge accounting and at fair value with mark-to-market adjustments recorded immediately in earnings, respectively.

For the fiscal year ended December 29, 2024, the Company recognized $ 1.1 million as a decrease to interest expense within the Consolidated Statements of Operations and Comprehensive Income (Loss).

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

4 unchanged sentences

For further treatment of the Company’s interest rate swap, refer to Note 10.

Fair Value Measurements” and "Note 13.

Accumulated Other Comprehensive Income.”

Fair Value Measurements .

Warrant Liabilities

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

The Company has outstanding private placement warrants ("Warrants") which are accounted for as derivative liabilities pursuant to ASC 815-40.

Warrants for additional information on our warrant liabilities.

1 unchanged sentence

(in thousands)

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

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

Gain on remeasurement of warrant liability ( 10,224 )

2 unchanged sentences

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 $ 66.7 million as of December 31, 2023 and $ 54.0 million as of January 1, 2023.

These purchase commitments totaled $ 61.1 million as of December 29, 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 (losses) gains totaling $( 3.3 ) million for the fiscal year ended December 31, 2023, $ 0.0 million for the fiscal year ended January 1, 2023, and $ 1.0 million for the fiscal year ended January 2, 2022, respectively .

The Company has recorded purchase commitment losses totaling $ 0.5 million for the fiscal year ended December 29, 2024, $ 3.3 million for the fiscal year ended December 31, 2023, and $ 0.0 million for the fiscal year ended January 1, 2023, respectively .

FAIR VALUE MEASUREMENTS

6 unchanged sentences

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

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

Level III - Prices or valuations that are unobservable and where there is little, if any, market activity for these financial assets or liabilities.

5 unchanged sentences

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 December 29, 2024:

(in thousands) Level 1 Level 2 Level 3 Total

(in thousands) Level I Level II Level III Total

Cash and cash equivalents $ 56,138 $ — $ — $ 56,138

3 unchanged sentences

Commodity contracts $ — $ 1,434 $ — $ 1,434

Interest rate swaps — 1,936 — 1,936

Private placement warrants — 43,272 — 43,272

Warrants — 33,048 — 33,048

Debt — 768,581 — 768,581

Total liabilities $ — $ 803,063 $ — $ 803,063

(in thousands) Level I Level II Level III Total

3 unchanged sentences

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

Private placement warrants — 45,504 — 45,504

Commodity contracts — 2,094 — 2,094

Interest rate swaps — 1,936 — 1,936

Warrants — 43,272 — 43,272

Debt — 899,597 — 899,597

2 unchanged sentences

For the periods presented, compensation expense included primarily in Selling, distribution, and administrative expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows:

(in thousands) Fiscal Year Ended December 31, 2023 Fiscal Year Ended January 1, 2023 Fiscal Year Ended January 2, 2022

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

RSUs $ 10,981 $ 9,705 $ 5,136

4 unchanged sentences

Impact to net income $ 4,993

The tax benefit recognized from the share-based compensation expense is nominal for the fiscal years ended December 31, 2023 and January 2, 2022 due to a valuation allowance.

The tax benefit recognized from the share-based compensation expense is nominal for the fiscal years ended December 29, 2024 and December 31, 2023 due to a valuation allowance.

Unrecognized compensation expense related to nonvested share-based compensation grants was as follows:

(in thousands) As of December 31, 2023 As of January 1, 2023

(in thousands) As of December 29, 2024 As of December 31, 2023

RSUs $ 7,400 $ 7,372

3 unchanged sentences

Restricted and Performance Share Units

2020 Long-term Incentive Plan ("LTIP") RSUs

In connection with the Business Combination, the Phantom Units issued under the Utz Quality Foods, LLC 2018 Long-Term Incentive Plan (the “2018 LTIP”) were converted into restricted stock units (the “2020 LTIP RSUs”) issued under Utz Quality Foods, LLC 2020 Long-Term Incentive Plan (the “2020 LTIP”), with each 2020 LTIP RSU vesting on December 31, 2021.

Holders of 2020 LTIP RSUs were subject to substantially similar terms to the holders of phantom unit awards issued under the 2018 LTIP (the “2018 LTIP Phantom Units”), including requisite service period and vesting conditions.

The conversion of the 2018 LTIP Phantom Units was accounted for as a modification under ASC 718.

The 2020 LTIP RSUs are equity-classified due to settlement being in shares.

As a result of the Business Combination, the Company converted the Phantom Units under the 2018 LTIP into 2020 LTIP RSUs, which settled into 1,479,445 shares of Class A Common Stock.

The fair value of the Phantom Units being replaced was approximately $ 11.2 million at the Closing, which was attributable to the pre-combination service period and was included in the purchase price of the Business Combination.

The fair value of the 2020 LTIP RSUs at the Closing of the Business Combination in excess of the fair value of the replaced Phantom Units attributable to the pre-combination period was approximately $ 13.9 million and is attributable to the post-combination requisite service period.

All 2020 LTIP RSUs settled January 3, 2022.

2020 Omnibus Equity Incentive Plan

In connection with the consummation of the Business Combination, the Company adopted, with stockholder approval, the Utz Brands, Inc.

In 2020, the Company adopted, with stockholder approval, the Utz Brands, Inc.

2020 Omnibus Equity Incentive Plan (as amended, the “2020 Plan”), which provides our executive officers and other participating associates with equity-based, long-term incentives, including RSUs, PSUs and stock options.

28 unchanged sentences

The Company recognizes forfeitures when they occur.

Options issued under the 2020 Plan generally have a maximum contractual life of 10 years from the grant date and must be issued with an exercise price equal to or greater than the fair market value of the shares of Class A Common Stock on the date of grant, as determined by the administrator of the 2020 Plan.

Options issued under the 2020 Plan are subject to time-based vesting, continued employment, and other conditions outlined in the 2020 Plan with the fair value determined using the Black-Scholes Option Pricing Model.

On January 31, 2022, the Company granted its Executive Leadership Team stock options exercisable for Class A Common Stock of the Company pursuant to the terms set forth above, and 100 % of these options will vest and become exercisable on December 31, 2024.

Stock options issued under the 2020 Plan generally have a maximum contractual life of 10 years from the grant date and must be issued with an exercise price equal to or greater than the fair market value of the shares of Class A Common Stock on the date of grant, as determined by the administrator of the 2020 Plan.

Stock options issued under the 2020 Plan are subject to time-based vesting, continued employment, and other conditions outlined in the 2020 Plan with the fair value determined using the Black-Scholes Option Pricing Model.

On January 31, 2022, the Company granted its Executive Leadership Team stock options exercisable for Class A Common Stock of the Company pursuant to the terms set forth above, and 100 % of these options vested and became exercisable on December 31, 2024.

The Company granted stock options with an aggregate of 377,550 shares of Class A Common Stock underlying such options, on January 31, 2022, and the exercise price of these options is the Company’s closing share price of $ 15.51 on January 31, 2022.

5 unchanged sentences

Outstanding at beginning of fiscal year 2024 394,473 $ 6.01 1.0 Years

Vested ( 127,730 ) —

Forfeited — —

Outstanding and exercisable at end of fiscal year 2023 394,473 $ 6.01 1.0 Year 0.00

(1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the option had been exercised on the last day of the respective fiscal period.

Options with a market value less than its exercise value are not included in the intrinsic value amount.

Outstanding and exercisable at end of fiscal year 2024 394,473 $ 6.01 0.0 Years 0.00

(1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the stock option had been exercised on the last day of the respective fiscal period.

Stock options with a market value less than its exercise value are not included in the intrinsic value amount.

Employee Stock Purchase Plan

5 unchanged sentences

The ESPP permits participants to purchase the Company’s Class A Common Stock at a purchase price of not less than 85 % of the lesser of (i) the “fair market value” of a share on the first day of a purchase period, rounded up to the nearest whole cent per share and (ii) the “fair market value” of a share on the purchase date of such purchase period, rounded up to the nearest whole cent per share, subject to limits set by the Internal Revenue Code of 1986, as amended (the “Code”) and the ESPP.

The purchase price used was 90 % in 2021, 92.5 % in 2022 and 95 % in 2023.

The purchase price used was 92.5 % in fiscal year ended January 1, 2023 and 95 % in each of the fiscal years ended December 31, 2023 and December 29, 2024.

The maximum number of shares of the Company’s Class A Common Stock available for sale under the ESPP shall not exceed in the aggregate 1,500,000 shares and may be unissued shares or treasury shares or shares bought on the market for purposes of the ESPP.

1 unchanged sentence

For the fiscal year ended December 29, 2024, the Company granted 48,961 shares with a fair value of $ 0.9 million, and the Company recognized compensation expense of $ 0.2 million.

For the fiscal year ended January 1, 2023, the Company granted 138,096 shares with a fair value of $ 2.0 million, and the Company recognized compensation expense of $ 0.4 million.

For the fiscal year ended December 31, 2023, the Company granted 99,788 shares with a fair value of $ 1.5 million, and the Company recognized compensation expense of $ 0.3 million.

For the fiscal year ended January 1, 2023, the Company granted 138,096 shares with a fair value of $ 2.0 million, and the Company recognized compensation expense of $ 0.4 million.

2 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 $ 0.7 million and $ 1.5 million at December 31, 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 $ 52.8 million and $ 36.0 million at December 31, 2023 and January 1, 2023, respectively, which are accounted for as an off balance sheet arrangement.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 63.5 million and $ 52.8 million at December 29, 2024 and December 31, 2023, respectively, which loans are accounted for as off balance sheet arrangements.

As discussed in Note 6.

Long-Term Debt”, the Company also sold notes receivable on its books to Bank of America during fiscal year 2021, fiscal year 2022 and fiscal year 2023, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at December 31, 2023 and January 1, 2023 was $ 14.8 million and $ 17.9 million, respectively.

Notes Receivable , the Company also sold notes receivable on its books to Bank of America during the fiscal years ended December 31, 2023 and December 29, 2024, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at December 29, 2024 and December 31, 2023 was $ 11.7 million and $ 14.8 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 on its Consolidated Balance Sheets;

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

the corresponding notes receivable also remain in 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 1st of the subject year.

The outstanding balance of loans guaranteed was $ 2.2 million and $ 3.4 million at December 31, 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 balance of these loans was $ 1.5 million and $ 2.9 million at December 29, 2024 and December 31, 2023, respectively, of which $ 1.3 million and $ 2.2 million was included in the Company's Consolidated Balance Sheets at December 29, 2024 and December 31, 2023, respectively.

The maximum amount of future payments the Company could be required to make under these 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.

Unclaimed Property

The Company was notified in September 2016 that several states requested an audit of the Company’s unclaimed property practices.

The states initiating the audit include Connecticut, Idaho, Maryland, Massachusetts, New Hampshire, New York, South Dakota, and Tennessee but was later expanded to include a total of 22 states.

The audit is limited to UQF and does not include any other legal entities.

The audit consists of three components including accounts payable, payroll, and accounts receivable customer over-payments.

As of early fiscal year 2023, the Company settled the audit with the various jurisdictions for $ 0.1 million.

ACCUMULATED OTHER COMPREHENSIVE INCOME

Total accumulated other comprehensive income was $ 37.5 million as of December 31, 2023 and $ 51.0 million as of January 1, 2023.

Total accumulated other comprehensive income consists solely of unrealized gains (losses) 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) Gains (Losses) on

Cash Flow Hedges

Balance as of January 3, 2021 $ 924

Unrealized gain on cash flow hedges 2,791

Balance as of January 2, 2022 3,715

Unrealized gain on cash flow hedges 47,279

Balance as of January 1, 2023 50,994

Unrealized loss on cash flow hedges ( 13,543 )

Balance as of December 31, 2023 37,451

Less balance attributable to noncontrolling interest as of December 31, 2023 ( 14,493 )

Balance attributable to controlling interest as of December 31, 2023 $ 22,958

SUPPLEMENTARY CASH FLOW INFORMATION

(in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Cash paid for interest $ 45,027 $ 46,905 $ 41,711

10 unchanged sentences

(in thousands)

For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Federal $ 21,382 $ 7,816 $ 4,038

6 unchanged sentences

A reconciliation of the expected statutory federal tax and the total income tax (benefit) expense was as follows:

(in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Federal statutory rate (21%) $ 14,588 $ ( 8,248 ) $ ( 7,972 )

5 unchanged sentences

Return to provision 307 2 ( 79 )

Permanent book to tax differences — — ( 593 )

Gain on Sale to Our Home 12,559 — —

Credits ( 27 ) ( 41 ) ( 201 )

3 unchanged sentences

$ 38,730 $ 757 $ ( 23,919 )

The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 31, 2023 and January 1, 2023:

The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 29, 2024 and December 31, 2023:

(in thousands)

As of December 31, 2023 As of January 1, 2023

As of December 29, 2024 As of December 31, 2023

Deferred Tax Assets:

19 unchanged sentences

Net deferred tax liabilities $ ( 123,744 ) $ ( 114,690 )

federal government enacted the Coronavirus Aid, Relief and Economic Security Act (the CARES Act) on March 27, 2020, the Consolidated Appropriations Act, 2021 on December 27, 2020, and the Inflation Reduction Act of 2022 on August 16, 2022, none of which had a material impact on our provision for income taxes.

Net Operating Loss and Tax Credit Carryforward

As of December 31, 2023 and January 1, 2023, the Company and certain subsidiaries had federal net operating loss ("NOL") carryforwards of $ 102.2 million and $ 93.6 million, respectively.

As of December 29, 2024 and December 31, 2023, the Company and certain subsidiaries had federal net operating loss ("NOL") carryforwards of $ 82.5 million and $ 102.2 million, respectively.

Of these, $ 29.1 million will expire, if not utilized, by 2037.

As of December 31, 2023 and January 1, 2023, the Company and certain subsidiaries also had state NOL carryforwards in the amount of $ 48.1 million and $ 45.9 million, respectively.

The state NOL carryforwards continue to expire in 2023, however, some state NOL's are able to be carried forward indefinitely.

As of December 31, 2023 and January 1, 2023, the Company and certain subsidiaries had federal tax credit carryforwards in the amount of $ 0.7 million and $ 0.4 million, respectively.

As of December 31, 2023 and January 1, 2023, certain subsidiaries had nominal state tax credit carryforwards.

Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the "change in ownership” provisions of the Code and similar state provisions.

The annual limitations may result in the expiration of net operating losses and credits before utilization.

As of December 29, 2024 and December 31, 2023, the Company and certain subsidiaries also had state NOL carryforwards in the amount of $ 34.2 million and $ 48.1 million, respectively.

The state NOL carryforwards continued to expire in 2024, however, some state NOL's are able to be carried forward indefinitely.

As of December 29, 2024 and December 31, 2023, the Company and certain subsidiaries had federal tax credit carryforwards in the amount of $ 0.3 million and $ 0.7 million, respectively.

Utilization of some of the federal and state NOL and credit carryforwards are subject to annual limitations due to the "change in ownership” provisions of the Code and similar state provisions.

The annual limitations may result in the expiration of NOL and credit carryforwards before utilization.

Valuation Allowance

The Company recorded a valuation allowance of $ 36.9 million and $ 27.3 million at December 31, 2023 and January 1, 2023, respectively.

The Company recorded a valuation allowance of $ 48.7 million and $ 36.9 million at December 29, 2024 and December 31, 2023, respectively.

In determining the need for a valuation allowance, the Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing deferred tax assets ("DTA's”).

14 unchanged sentences

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 December 31, 2023 and January 1, 2023.

The Company did not maintain any unrecognized tax benefits as of December 29, 2024 and December 31, 2023.

Tax receivable agreement liability

Pursuant to an election under section 754 of the 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 interests 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.

Pursuant to an election under section 754 of the 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 units of UBH from a third party then holding common and preferred interests of noncontrolling interests and purchased units of UBH from noncontrolling interests in our business combination in 2020.

Following the 2020 business combination, the holders of noncontrolling interests (the "Noncontrolling Interest Holders") have the option to exchange Common limited liability company units of UBH ("Common Company Units") along with the forfeiture of a corresponding number of shares of Class V Common Stock of the Company for corresponding number of shares of Class A Common Stock.

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 “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;

The Company entered into the Tax Receivable Agreement in connection with our business combination in 2020 (the “Tax Receivable Agreement” or “TRA”), which provides for the payment by the Company to Noncontrolling Interest Holders 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 Noncontrolling Interest Holders of shares of Class V Common Stock for shares of Class A Common Stock;

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

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").

and (iii) tax amortization deductions attributable to the acquisition of Kennedy Endeavors 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 December 31, 2023, the Company recorded a TRA liability of $ 24.3 million, but it has a total liability of $ 38.5 million related to its projected obligations under the TRA.

The total TRA liability includes $ 24.3 million that relates to payments that originated with the Business Combination and the acquisition of Kennedy and $ 14.2 million that relates to equity transactions that occurred during the fourth quarter of 2020 and third quarter of 2021.

The Company recorded a partial valuation allowance on its DTA, that fully covers the tax basis that originated with the equity transactions that occured during the fourth quarter of 2020 and third quarter of 2021 as they are not more likely than not to be realized based on the positive and negative evidence that the Company considered.

The Company has not recorded the $ 14.2 million of TRA liability that relates to the equity transactions that occured during the fourth quarter of 2020 and third quarter of 2021 as the liability is not probable under ASC 450 since the related DTA is not more likely than not to be realized as evidenced by the valuation allowance.

As of December 29, 2024, the Company recorded a TRA liability of $ 24.4 million, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.

The Company has a total liability of $ 48.3 million related to its projected obligations under the TRA.

The total TRA liability includes $ 24.4 million that relates to the business combination and $ 23.9 million that relates to equity transactions that occurred during the fourth quarter of 2020, the third quarter of 2021, the third quarter of 2024, and the fourth quarter of 2024.

The Company recorded a partial valuation allowance on its DTA, that fully covers the tax basis that originated with the equity transactions that occurred during the aforementioned periods as they are not more likely than not to be realized based on the positive and negative evidence that the Company considered.

The Company has not recorded the $ 23.9 million of TRA liability that relates to the equity transactions that occurred during the prior periods as the liability is not probable under ASC 450 since the related DTA is not more likely than not to be realized as evidenced by the valuation allowance.

The Company will continue to monitor positive and negative evidence to analyze its valuation allowance and it believes that sufficient positive evidence may arise to permit the release of a significant portion of its valuation allowance.

If that were to occur, it would result in the need to record $ 14.2 million of additional TRA liability for the equity transactions that occured during the fourth quarter of 2020 and third quarter of 2021, which would result in a non-cash charge to pretax results.

If that were to occur, it would result in the need to record $ 23.9 million of additional TRA liability for the prior period equity transactions, which would result in a non-cash charge to pretax results.

We determine if a contractual arrangement is a lease at inception.

2 unchanged sentences

Our leases generally have remaining terms ranging from one month to twelve years .

We separate lease components from vehicles leases and do not separate non-lease components from our building leases for the purposes of measuring our lease liabilities and assets.

Our leases consist of operating leases which are presented within current accrued expenses and other , non-current accrued expenses and other , and finance leases are presented within current portion of other notes payable , and non-current portion of other notes payable on our consolidated balance sheets.

Leases with an initial term of 12 months or lease are not recorded on the balance sheet.

We recognize a lease liability and a right-of-use asset at the lease commencement date based on the present value of future lease payments over the lease term discounted using our incremental borrowing rate.

We separate non-lease components from vehicles leases and do not separate non-lease components from our building leases for the purposes of measuring our lease liabilities and assets.

Our leases consist of operating leases, which are presented within current accrued expenses and other , non-current accrued expenses and other , and finance leases, which are presented within current portion of other notes payable , and non-current portion of other notes payable on our consolidated balance sheets.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

We recognize a lease liability and a right-of-use (“ROU”) asset at the lease commencement date based on the present value of future lease payments.

As many of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments.

We recognize operating lease expenses on a straight-line basis over the term of the lease within operating expenses.

Expenses associated with our finance leases consists of two components, including interest on our outstanding finance lease obligations and amortization of the related right-of-use assets.

The interest component is recorded in interest expense and depreciation of the finance lease asset is recognized over a straight-line basis over the term of the lease within cost of goods sold, selling expenses, and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

Expenses associated with our finance leases consist of two components, including interest on our outstanding finance lease obligations and amortization of the related ROU assets.

The interest component is recorded in interest expense, and depreciation of the finance lease asset is recognized on a straight-line basis over the term of the lease within Cost of goods sold and Selling expenses, and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Our leases do not contain material residual value guarantees or material restrictive covenants.

Some of our leases include optional renewal periods or termination provisions which we assess at inception to determine the term of the lease, subject to reassessment in certain circumstances.

The following table presents lease expense we have recorded on our consolidated statements of operations for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022:

The following table presents lease expense we have recorded on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023:

(in thousands)

For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Finance lease expense:

5 unchanged sentences

Total lease expense $ 33,238 $ 25,960 $ 19,582

(1) Included variable and short-term lease expense of $ 4.6 million and $ 5.3 million, respectively, for the fiscal year ended December 31, 2023, $ 3.2 million and $ 3.8 million, respectively, for the fiscal year ended January 1, 2023 and $ 2.1 million and $ 3.4 million, respectively, for the fiscal year ended January 2, 2022.

(1) Included variable and short-term lease expense of $ 5.2 million and $ 8.1 million, respectively, for the fiscal year ended December 29, 2024, $ 4.6 million and $ 5.3 million, respectively, for the fiscal year ended December 31, 2023 and $ 3.2 million and $ 3.8 million, respectively, for the fiscal year ended January 1, 2023.

Finance leases, net, are included in Property, Plant and Equipment, net as follows:

1 unchanged sentence

December 29, 2024 As of

January 1, 2023

December 31, 2023

Leases $ 19,488 $ 17,956

10 unchanged sentences

2029 and thereafter 259,986 — 259,986

5,690 167 5,857

Total undiscounted obligations 365,066 11,093 376,159

65,829 11,396 77,225

Less imputed interest ( 214,730 ) ( 1,386 ) ( 216,116 )

Present value of lease obligations $ 150,336 $ 9,707 $ 160,043

$ 58,920 $ 10,145 $ 69,065

The following table summarizes supplemental balance sheet information related to leases as of December 31, 2023 and January 1, 2023:

As of December 31, 2023 As of January 1, 2023

The following table summarizes supplemental balance sheet information related to leases as of December 29, 2024 and December 31, 2023:

As of December 29, 2024 As of December 31, 2023

(in thousands, except lease term and discount rate) Operating Leases Finance Leases Operating Leases Finance Leases

4 unchanged sentences

Total lease liabilities (2)

$ 150,336 $ 9,707 $ 58,920 $ 10,145

Weighted average remaining lease term (in years) (2)

18.9 3.4 4.4 3.9

Weighted average discount rate (2)

7.58 % 7.53 % 4.04 % 5.80 %

(1) Finance ROU assets are reflected within property, plant, and equipment, net on our consolidated balance sheets and operating leases ROU assets are reflected within other assets on our consolidated balance sheets.

The following table presents other information related to leases for the fiscal year ended December 31, 2023, January 1, 2023 and January 2, 2022 (in thousands):

For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

(2) During the fiscal year ended December 29, 2024, the Company entered into an operating lease agreement related to a distribution center in Hanover, PA for a term of 29.9 years utilizing an incremental borrowing rate of 8.25 %.

The following table presents other information related to leases for the fiscal year ended December 29, 2024, December 31, 2023 and January 1, 2023 (in thousands):

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Cash paid for amounts included in the measurement of lease liabilities:

7 unchanged sentences

$ 3,783 $ 2,761 $ 6,379

As a result of the Business Combination, the Company assumed 7,200,000 Private Placement Warrants that were initially issued to the Sponsor simultaneously with the closing of its initially public offering that are exercisable for shares of UBI Class A Common Stock.

The Private Placement Warrants have a term of five years and expire in August 2025.

As of December 31, 2023 and January 1, 2023, there were 7,200,000 Private Placement Warrants outstanding.

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 as set forth in the warrant agreement with respect to such 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.

The Company operates in one reportable segment:

the manufacturing, distribution, marketing and sale of snack food products.

The CODM is the Chief Executive Officer of the Company.

The CODM uses segment income/loss to evaluate income generated from the segment in deciding whether to reinvest profits into the segment or alternatives such as for acquisitions or to pay dividends, and to monitor budget versus actual results.

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Net sales $ 1,409,281 $ 1,438,237 $ 1,408,401

Materials 641,043 670,731 655,816

Conversion costs (a) 181,747 220,697 220,168

Other cost of goods sold (b) 91,714 90,323 83,360

Gross profit 494,777 456,486 449,057

Delivery (c) 85,578 72,939 83,562

Marketing (d) 18,954 11,295 10,042

Selling expenses (e) 201,619 189,689 200,457

Administrative expenses (f) 129,642 159,196 150,343

Total selling, distribution, and administrative expenses 435,793 433,119 444,404

(Loss) gain on sale of assets, net ( 78 ) ( 7,350 ) 691

Income from operations 58,906 16,017 5,344

Gain on sale of business

Interest expense ( 44,862 ) ( 60,590 ) ( 44,424 )

Loss on debt extinguishment

( 1,273 ) — —

2,457 3,066 400

Gain on remeasurement of warrant liability 10,224 2,232 720

Other income (expenses), net 10,561 ( 55,292 ) ( 43,304 )

Income (loss) before income taxes 69,467 ( 39,275 ) ( 37,960 )

Income tax expense (benefit) 38,730 757 ( 23,919 )

Net income (loss) $ 30,737 $ ( 40,032 ) $ ( 14,041 )

(a) Conversion costs includes direct labor, indirect labor, and overhead expenses.

(b) Other cost of goods sold consists of logistics and other charges.

(c) Delivery charges related to amounts to ship to distribution centers, end customers, and transfer costs between facilities.

(d) Marketing expenses includes customer marketing through traditional media, digital and eCommerce, social media, sponsorships, and other costs such as agency costs, and market research.

(e) Selling costs include people costs, selling operations, co-op advertising and other customer expenses, broker fees, royalties, and other selling related costs.

(f) Administrative expenses costs of administrative people costs, administrative operations, taxes, fees, and other administrative costs, offset by reimbursements from the transaction services agreements entered into as discussed within Note 2.

Divestitures .

As of each of December 29, 2024 and December 31, 2023, there were 7,200,000 Warrants outstanding that are exercisable for shares of Class A Common Stock and expire in August 2025.

The 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 Warrants are held by someone other than the initial purchasers or their permitted transferees, the Warrants will be redeemable by the Company and exercisable by such holders as set forth in the warrant agreement with respect to such warrants.

The Warrants are accounted for as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, 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 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 of $ 2.2 million for the fiscal year ended December 31, 2023 and $ 0.7 million for the fiscal year ended January 1, 2023, and $ 36.7 million for the fiscal year ended January 2, 2022.

The remeasurement of the warrant liability resulted in a gain of $ 10.2 million for the fiscal year ended December 29, 2024 and $ 2.2 million for the fiscal year ended December 31, 2023, and $ 0.7 million for the fiscal year ended January 1, 2023.

Such gains are not attributable to the noncontrolling interest.

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 81,187,977 and 80,882,334 shares of UBI were issued and outstanding as of December 31, 2023 and January 1, 2023, respectively.

The Company is authorized to issue 1,000,000,000 shares of Class A Common Stock, par value $ 0.0001 per share, of which 83,537,542 and 81,187,977 shares were issued and outstanding as of December 29, 2024 and December 31, 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 both December 31, 2023 and January 1, 2023 there was 59,349,000 shares of Class V Common Stock outstanding.

On September 21, 2021, the Continuing Members exchanged 1,000,000 Common Company Units together with the surrender and cancellation of the same number of Class V Common Stock for an equal number of shares of Class A Common Stock.

The Company is also authorized to issue 61,249,000 shares of Class V Common Stock, par value of $ 0.0001 .

Each share of Class V Common Stock may be exchanged for one share of Class A Common Stock of the Company upon certain conditions being satisfied.

As of December 29, 2024 and December 31, 2023 there were 57,349,000 and 59,349,000 shares of Class V Common Stock outstanding, respectively.

On July 9, 2024 and again on November 8, 2024, noncontrolling interests exchanged 1,000,000 Common Company Units together with the surrender and cancellation of the same number of shares of Class V Common Stock for an equal number of shares of Class A Common Stock.

The Company did not receive any proceeds as a result of this exchange.

6 unchanged sentences

Refer to Note 11.

"Share-Based Compensation" for further information on the share-based awards considered in the diluted EPS computation.

Share-Based Compensation for further information on the share-based awards considered in the diluted earnings per share computation.

The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings per

(in thousands, except share data) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

(in thousands, except share data) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Net income (loss) attributable to controlling interest $ 15,974 $ ( 24,937 ) $ ( 392 )

9 unchanged sentences

Weighted average Class V Common Stock not subject to earnings per share calculation 58,725,374 59,349,000 59,349,000

Net loss attributable to noncontrolling interest $ 15,095 $ 13,649 12,557

The diluted earnings per share computation excludes the effect of certain RSUs and Options granted to directors and management which convert into, or are exercisable for, shares of Class A Common Stock upon vesting as their inclusion would have been anti-dilutive.

Net (income) loss attributable to noncontrolling interest $ ( 14,763 ) $ 15,095 13,649

The diluted earnings per share computation excludes the effect of certain RSUs and stock options granted to directors and management which convert into, or are exercisable for, shares of Class A Common Stock upon vesting as their inclusion would have been anti-dilutive.

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

(in thousands)

For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Warrants — 1,882,627 1,888,256

1 unchanged sentence

PSUs 194,695 125,958 62,408

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.

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

The PSUs, RSUs granted to our directors and certain employees in fiscal year 2020, and 2020 LTIP 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.

At both December 31, 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 net loss attributable to the noncontrolling interest was $ 15.1 million for the fiscal year ended December 31, 2023, $ 13.6 million for the fiscal year ended January 1, 2023, and net loss attributable to non-controlling interest of $ 12.6 million for the fiscal year ended January 2, 2022, respectively.

The net income attributable to the noncontrolling interest was $ 14.8 million for the fiscal year ended December 29, 2024, net loss attributable to non-controlling interest of $ 15.1 million for the fiscal year ended December 31, 2023, and net loss attributable to non-controlling interest of $ 13.6 million for the fiscal year ended January 1, 2023, respectively.

SUBSEQUENT EVENTS

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 agreed to purchase the Good Health® and R.W.

Garcia® brands, the Lincolnton, NC, and Lititz, PA manufacturing facilities and certain related assets, and assume the Company’s Las Vegas, NV facility lease and manufacturing operations.

In addition, the Company and Our Home will operate under a Transition Services Agreement for 12 months.

The total consideration for the transactions is $ 182.5 million, subject to customary adjustments.

In addition, post-closing, 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.

At this time, the Company cannot estimate the impact of this transaction on its consolidated financial statements.

On January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $ 630.3 million outstanding term loan, reduce the interest rate from SOFR plus the applicable rate of 2.75 % to SOFR plus the applicable rate of 2.50 % and extended the maturity date from January 20, 2028 to January 29, 2032, as well as make certain other changes.

Other material terms of the Term Loan B remain unchanged.

In January 2025, noncontrolling interest exchanged an additional 2,000,000 Common Company Units together with the surrender and cancellation of the same number of shares of Class V Common Stock for an equal number of shares of Class A Common Stock.

The Company did not receive any proceeds as a result of this exchange.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data