Utz Brands, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to the Financial Statements Page Report of Independent Registered Public Accounting Firm ( Grant Thornton LLP , Philadelphia, PA , PCAOB ID Number 248 ) 54 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Grant Thornton LLP, Philadelphia, PA, PCAOB ID Number 248) 55 Consolidated Balance Sheets as of December 29, 2024 and December 31, 2023 56 Consolidated Statements of Operations And Comprehensive Income (Loss) for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 57 Consolidated Statements of Equity for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 58 Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 60 Notes to Consolidated Financial Statements 61 53 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Board of Directors and Stockholders Utz Brands, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Utz Brands, Inc. (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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 We have served as the Company’s auditor since 2011. Philadelphia, Pennsylvania February 20, 2025 54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Board of Directors and Stockholders Utz Brands, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Utz Brands, Inc. (a Delaware corporation) and subsidiaries (the “Company”) 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”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the period ended December 29, 2024, and our report dated February 20, 2025 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Philadelphia, Pennsylvania February 20, 2025 55 Utz Brands, Inc. CONSOLIDATED BALANCE SHEETS December 29, 2024 and December 31, 2023 (In thousands, except share information) As of December 29, 2024 As of December 31, 2023 ASSETS Current Assets Cash and cash equivalents $ 56,138 $ 52,023 Accounts receivable, less allowance of $ 3,267 and $ 2,933 , respectively 119,867 135,130 Inventories 101,362 104,666 Prepaid expenses and other assets 35,269 30,997 Current portion of notes receivable 4,622 5,237 Total current assets 317,258 328,053 Non-current Assets Assets held for sale — 7,559 Property, plant and equipment, net 345,210 318,881 Goodwill 870,695 915,295 Intangible assets, net 996,510 1,063,413 Non-current portion of notes receivable 9,192 12,413 Other assets 189,547 101,122 Total non-current assets 2,411,154 2,418,683 Total assets $ 2,728,412 $ 2,746,736 LIABILITIES AND EQUITY Current Liabilities Current portion of term debt $ 16,097 $ 21,086 Current portion of other notes payable 6,917 7,649 Accounts payable 150,927 124,361 Accrued expenses and other 78,281 77,590 Current portion of warrant liability 33,048 — Total current liabilities 285,270 230,686 Non-current portion of term debt 752,484 878,511 Non-current portion of other notes payable 14,985 19,174 Non-current accrued expenses and other 164,185 76,720 Non-current warrant liability — 43,272 Deferred tax liability 123,744 114,690 Total non-current liabilities 1,055,398 1,132,367 Total liabilities 1,340,668 1,363,053 Commitments and contingencies Equity Members' equity Shares of Class A Common Stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 83,537,542 and 81,187,977 shares issued and outstanding as of December 29, 2024 and December 31, 2023, respectively. 8 8 Shares of Class V Common Stock, $ 0.0001 par value; 61,249,000 shares authorized; 57,349,000 and 59,349,000 shares issued and outstanding as of December 29, 2024 and December 31, 2023, respectively. 6 6 Additional paid-in capital 988,510 944,573 Accumulated deficit ( 304,663 ) ( 298,049 ) Accumulated other comprehensive income 18,590 22,958 Total stockholders’ equity 702,451 669,496 Noncontrolling interest 685,293 714,187 Total equity 1,387,744 1,383,683 Total liabilities and equity $ 2,728,412 $ 2,746,736 The accompanying notes are an integral part of these consolidated financial statements. 56 Utz Brands, Inc. 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, except share information) (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 Cost of goods sold 914,504 981,751 959,344 Gross profit 494,777 456,486 449,057 Selling, distribution and administrative expenses Selling and distribution 306,151 273,923 294,061 Administrative 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 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 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 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: (in dollars) Basic $ 0.19 $ ( 0.31 ) $ — Diluted $ 0.19 $ ( 0.31 ) $ — Weighted-average shares of Class A Common Stock outstanding: Basic 82,102,876 81,081,458 80,093,094 Diluted 85,433,980 81,081,458 80,093,094 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 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. 57 Utz Brands, Inc. CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) For the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 (In thousands, except share information) Class A Common Stock Class V Common Stock Additional Paid-in Capital Accumulated (Deficit) Accumulated Other Comprehensive Income Total Stockholders’ Equity Non-controlling Interest Total Equity Shares Amount Shares Amount 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 ) Share-based compensation 1,132,316 — — 10,632 — — 10,632 — 10,632 Issuance of common stock in connection with private placement sale 2,105,373 — — 28,000 — — 28,000 — 28,000 Tax impact arising from capital transactions — — ( 18,070 ) — — ( 18,070 ) — ( 18,070 ) Net loss — — — ( 392 ) — ( 392 ) ( 13,649 ) ( 14,041 ) Other comprehensive income — — — — 27,062 27,062 20,217 47,279 Cash dividends declared ($ 0.219 per share of Class A Common Stock) — — — ( 17,574 ) — ( 17,574 ) — ( 17,574 ) Distribution to noncontrolling interest — — — — — — ( 12,998 ) ( 12,998 ) 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 ) Share-based compensation 305,643 — — 17,069 — — 17,069 — 17,069 Tax impact arising from capital transactions — — 1,174 — — 1,174 — 1,174 Net loss — — ( 24,937 ) — ( 24,937 ) ( 15,095 ) ( 40,032 ) Other comprehensive loss — — — — ( 7,819 ) ( 7,819 ) ( 5,724 ) ( 13,543 ) Cash dividends declared ($ 0.228 per share of Class A Common Stock) — — — ( 18,548 ) — ( 18,548 ) — ( 18,548 ) Distribution to noncontrolling interest — — — — — — ( 13,532 ) ( 13,532 ) 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 58 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. 59 Utz Brands, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS For the fiscal years 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 flows from 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 ) Share-based compensation 18,295 17,069 10,632 Loss on debt extinguishment 1,273 — — Deferred income taxes 14,145 ( 8,938 ) ( 29,359 ) Amortization of deferred financing costs 3,154 1,556 1,933 Changes in assets and liabilities: Accounts receivable, net 6,782 1,855 ( 5,597 ) Inventories ( 4,628 ) 12,652 ( 38,490 ) Prepaid expenses and other assets ( 103,459 ) ( 14,433 ) ( 18,379 ) Accounts payable and accrued expenses and other 123,088 9,730 51,426 Net cash provided by operating activities 106,166 76,640 48,193 Cash flows from investing activities Acquisitions, net of cash acquired — — ( 75 ) Purchases of property and equipment ( 98,639 ) ( 55,724 ) ( 87,965 ) Purchases of intangibles ( 9,220 ) — — 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 Proceeds from the sale of IO notes 4,912 5,405 5,017 Proceeds from insurance claims for capital investments — 1,700 3,935 Notes receivable, net ( 42,890 ) ( 38,077 ) ( 24,711 ) Net cash provided by (used in) investing activities 74,961 ( 48,492 ) ( 76,067 ) Cash flows from financing activities Borrowings on line of credit 114,500 71,000 79,000 Repayments on line of credit ( 114,699 ) ( 70,632 ) ( 115,000 ) Borrowings on term debt and notes payable 39,112 13,113 124,592 Repayments on term debt and notes payable ( 173,742 ) ( 29,211 ) ( 21,037 ) Payment of debt issuance cost ( 733 ) ( 656 ) ( 3,660 ) Payments of tax withholding requirements for employee stock awards ( 1,397 ) ( 589 ) ( 6,217 ) Proceeds from issuance of shares — — 28,000 Dividends paid ( 21,724 ) ( 18,548 ) ( 17,157 ) Distribution to noncontrolling interest ( 18,329 ) ( 13,532 ) ( 9,615 ) Net cash (used in) provided by financing activities ( 177,012 ) ( 49,055 ) 58,906 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 Cash and cash equivalents at end of period $ 56,138 $ 52,023 $ 72,930 The accompanying notes are an integral part of these consolidated financial statements. 60 Utz Brands, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("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. GAAP") for financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). 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. 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 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 (“DTW”), and third-party distributors. The Company manufactures and distributes a full line of high-quality salty snack items, such as potato chips, tortilla chips, pretzels, cheese balls, pork skins, party mixes, and popcorn. The Company also sells dips, crackers, dried meat products and other snack food items packaged by other manufacturers. Cash and Cash Equivalents – The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. The majority of the Company’s cash is held in financial institutions with insurance provided by the Federal Deposit Insurance Corporation of $250,000 per depositor. At various times, account balances may exceed federally insured limits. 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 and notes receivables payment due date. 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 and notes receivables. 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 $ 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, 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. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations in the disposal period. Depreciation is determined utilizing the straight-line method over the estimated useful lives of the various assets, which generally range from 2 to 20 years for machinery and equipment, 3 to 10 years for transportation equipment and 8 to 40 years for buildings. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to sell. The Company assesses for impairment on property, plant and equipment upon the occurrence of a triggering event. 61 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 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 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized benefits.” A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and 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. 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 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 FASB ASC 350, Intangibles – Goodwill and Other. The indefinite lived intangible assets are subject to annual impairment testing. Goodwill and Other Identifiable Intangible Assets – The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests, require significant management judgments and estimates. These estimates are made based on, among other factors, review of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets. Finite-lived intangible assets consist of distribution/customer relationships, technology, certain master distribution rights and certain trademarks. These assets are being amortized over their estimated useful lives. Finite-lived intangible assets are tested for impairment only when management has determined that potential impairment indicators are present. 62 Goodwill and other indefinite-lived intangible assets (including certain trademarks, trade names, certain master distribution rights and Company-owned sales routes) are not amortized but are tested for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. The Company tests goodwill for impairment at the reporting unit level. The Company has identified the existing snack food operations as its sole reporting unit. In accordance with the FASB Accounting Standards Update ("ASU”) No. 2017-04, Intangibles - Goodwill and Other ("Topic 350”): Simplifying the Test for Goodwill Impairment, the Company is required to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. Topic 350 also permits an entity to first assess qualitative factors to determine whether it is necessary to perform quantitative impairment tests for goodwill and indefinite-lived intangibles. If an entity believes, as a result of each qualitative assessment, it is more likely than not that the fair value of goodwill or an indefinite-lived intangible asset exceeds its carrying value then a quantitative impairment test is not required. For the latest qualitative analysis performed, which took place on the first day of the fourth quarter of 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 stock units ("PSUs”). The fair value of stock options is estimated at the date of grant using the Black-Scholes valuation model. The exercise price of each stock option equals or exceeds the estimated fair value of the Company’s stock price on the date of grant. Stock options can generally be exercised over a maximum term of ten years . The grant date fair value of the PSUs is determined using the Monte Carlo simulation model. The grant date fair value of the RSUs is determined using the Company’s closing trading price on the grant date. Share-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. 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, 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. The fair value of the hedging instruments is revalued at each reporting period. 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. The Company purchases stop-loss insurance, which will reimburse the Company for individual and aggregate claims in excess of certain annual established limits. 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 $ 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 $ 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 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 $ 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. 63 Advertising Costs – Advertising costs are charged to operations when incurred. 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 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 $ 1.3 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, 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 in the Consolidated Statements of Operations and Comprehensive Income (Loss). 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. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Applicable shipping and handling are included in customer billing and are recorded as revenue as the products’ control is transferred to customers. The Company assesses the goods promised in customer purchase orders and identifies a performance obligation for each promise to transfer a good that is distinct. The Company offers various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. The Company’s promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade customer or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. 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 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. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is accounted for as a business combination or an acquisition of assets. 64 The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Distributor Buyouts - During 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. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Some examples, but not a comprehensive list, include sales and promotional allowances, customer returns, allowances for doubtful accounts, inventory valuations, useful lives of fixed assets and related impairment, long-term investments, hedge transactions, goodwill and intangible asset valuations and impairments, incentive compensation, income taxes, self-insurance, contingencies, litigation, and inputs used to calculate deferred tax liabilities, tax valuation allowances, and tax receivable agreements. Actual results could vary materially from the estimates that were used. Recently Issued Accounting Standards – In 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: Improvements to Income Tax Disclosures, to amend existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating the ASU to determine its impact on the Company's income tax disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Among other changes, the amendments 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 . 2. DIVESTITURES 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. 65 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 $ 27,483 Goodwill 44,600 Intangible assets, net 44,327 Net working capital adjustments 7,075 Net assets sold $ 123,485 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. 3. INVENTORIES Inventories consisted of the following: (in thousands) As of December 29, 2024 As of December 31, 2023 Finished goods $ 66,976 $ 65,673 Raw materials 27,081 29,757 Maintenance parts 7,305 9,236 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. See Note 2. Divestitures . 66 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, consisted of the following: (in thousands) As of December 29, 2024 As of December 31, 2023 Land $ 25,861 $ 28,561 Buildings 113,227 123,603 Machinery and equipment 215,529 248,886 Land improvements 2,655 3,887 Building improvements 2,791 5,163 Construction-in-progress 107,425 35,533 467,488 445,633 Less: accumulated depreciation ( 122,278 ) ( 126,752 ) Property, plant and equipment, net $ 345,210 $ 318,881 On April 28, 2022, certain of the Company's subsidiaries purchased a brand new, recently completed snack food manufacturing facility in Kings Mountain, North Carolina from Evans Food Group Ltd. d/b/a Benestar Brands and related affiliates. The total cash 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, as amended. 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 "Gramercy, LA Facility"). 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 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 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 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. 67 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. Also, in connection with the sale, the Company recorded $ 4.7 million of expense related to the termination of a contract that was settled with the sale. Additionally, the Company entered into a supply agreement with the buyer pursuant to which the buyer is obligated to co-manufacture certain products at below-market rates for up to one year . The Company recorded a tolling asset of $ 0.6 million for the difference between the rate charged and the market rate for these services. If the buyer defaults on its obligations to manufacture any of the committed products, a financial penalty will be assessed based on the contractual terms required in the supply agreement. In a separate transaction, the Company completed the sale of land in Hanover, Pennsylvania to a separate third-party for a gain of $ 4.0 million. 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). 5. GOODWILL AND INTANGIBLE ASSETS, NET A roll forward of goodwill is as follows: (in thousands) 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 29, 2024 As of December 31, 2023 Subject to amortization: Distributor/customer relationships $ 647,712 $ 677,930 Trademarks 59,920 63,850 Amortizable assets, gross 707,632 741,780 Accumulated amortization ( 151,878 ) ( 120,405 ) Amortizable assets, net 555,754 621,375 Not subject to amortization Trade names 428,733 434,513 IO routes 12,023 7,525 Intangible assets, net $ 996,510 $ 1,063,413 Previously, the Company was granted certain exclusive distribution rights for certain products manufactured by another manufacturer. During the fiscal year ended January 1, 2023, the Company shifted the relationship with that manufacturer and converted that shelf space to Company-branded products. As a result, the Company recorded impairment expense of $ 2.0 million and the amortizable master distribution rights decreased by $ 2.2 million. 68 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. Garcia Sale. See Note 2. 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). Amortization expense is classified in administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss). Estimated future amortization expense is as follows: (in thousands) As of December 29, 2024 2025 $ 36,071 2026 36,071 2027 36,071 2028 36,071 2029 36,071 Thereafter 375,399 Total $ 555,754 6. NOTES RECEIVABLE 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 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. See Note 8. 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. 7. ACCRUED EXPENSES AND OTHER Current accrued expenses and other consisted of the following: (in thousands) As of December 29, 2024 As of December 31, 2023 Accrued compensation and benefits $ 24,303 $ 21,466 Operating right of use liability 17,341 14,992 Insurance liabilities 6,762 6,811 Accrued freight and manufacturing related costs 3,947 4,424 Accrued dividends and distributions 8,594 7,972 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 69 (a) See Note 2. Divestitures , for further discussion. Non-current accrued expenses and other consisted of the following: (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 Supplemental retirement and salary continuation plans 6,918 6,559 Long-term portion of an interest rate hedge liability — 1,936 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. See Note 15. Leases . 8. LONG-TERM DEBT Revolving Credit Facility 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. 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. Term Loans 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. 70 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 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, 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 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. 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. The credit agreements contain certain affirmative and negative covenants as to operations and the financial condition of UBH and its subsidiaries. UBH and its subsidiaries were in compliance with its financial covenants as of December 29, 2024. Term debt and revolving credit facilities consisted of the following: Debt (in thousands) 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) 109,625 83,530 56,482 ABL facility (2) October-27 168 368 Net impact of debt issuance costs and original issue discounts ( 5,078 ) ( 8,772 ) Total long-term debt 768,581 899,597 Less: current portion ( 16,097 ) ( 21,086 ) Long term portion of term debt and financing obligations $ 752,484 $ 878,511 (1) Equipment loans have varying maturities from June 2026 to October 2029. The Company has made the following draws upon these agreements: $ 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 %. 71 As of December 29, 2024, the minimum debt repayments under term debt and financing obligations consisted of the following: (in thousands) 2025 $ 16,097 2026 17,043 2027 15,367 2028 642,357 2029 7,922 Thereafter 74,873 Total $ 773,659 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 During the first fiscal quarter of 2022, the Company bought out and terminated the contracts of multiple distributors who had previously been providing services to the Company. 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 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 29, 2024 As of December 31, 2023 Note payable – IO notes $ 12,095 $ 16,478 Finance lease obligations (1) 9,707 10,145 Other 100 200 Total notes payable 21,902 26,823 Less: current portion ( 6,917 ) ( 7,649 ) Long term portion of notes payable $ 14,985 $ 19,174 (1) See Note 15. Leases for further discussion on our finance lease obligations. 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; the corresponding notes receivable also remained on the Company’s books. The Company services the loans for the financial institution by collecting principal and interest from the IOs and passing it through to the institution. The underlying notes have various maturity dates through December 2034. The Company partially guarantees the outstanding loans, as discussed in further detail within Note 12. Contingencies . These loans are collateralized by the routes for which the loans are made. Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default. 72 Interest Expense Interest expense consisted of the following: (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 costs 3,154 1,556 1,933 IO loans 1,065 1,153 1,260 Total interest $ 44,862 $ 60,590 $ 44,424 9. DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS Derivative Financial Instruments To reduce the effect of interest rate fluctuations, on December 21, 2021, with an effective date of December 31, 2021, the Company entered into an accreting interest rate swap contract with a counter-party to make a series of payments based on a fixed interest rate of 1.39 % and receive a series of payments based on the greater of LIBOR or 0.00 %. Both the fixed and floating payment streams were based on a notional amount of $ 250 million and have accreted to $ 500 million and are maturing on September 30, 2026. Effective on September 30, 2022, the Company amended the swap contract to reference the 1-month SOFR plus a credit spread adjustment (“CSA”) of 11.448 basis points, as well as setting the new fixed rate to 1.41 %; 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 %. 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. The Company entered into these transactions to reduce its exposure to changes in cash flows associated with the Real Estate Term Loan and has designated this derivative as a cash flow hedge. The Company assesses hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative instrument. If it is probable that the hedged forecasted transaction will not occur, the derivative instrument's gain or loss reported in accumulated other comprehensive income will be reclassified into earnings. As of December 29, 2024, the effective fixed interest rate on the long-term debt hedged by these contracts was 4.35 %. For further treatment of the Company’s interest rate swap, refer to Note 10. Fair Value Measurements . 73 Warrant Liabilities The Company has outstanding private placement warrants ("Warrants") which are accounted for as derivative liabilities pursuant to ASC 815-40. See Note 17. Warrants for additional information on our warrant liabilities. A reconciliation of the changes in the warrant liability during the fiscal year ended December 29, 2024 is as follows: (in thousands) Fair value of warrant liabilities as of December 31, 2023 $ 43,272 Gain on remeasurement of warrant liability ( 10,224 ) Fair value of warrant liabilities as of December 29, 2024 $ 33,048 Purchase Commitments The Company has outstanding purchase commitments for specific quantities at fixed prices for certain key ingredients to economically hedge commodity input prices. These purchase commitments totaled $ 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 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 . 10. FAIR VALUE MEASUREMENTS The Company follows the guidance relating to fair value measurements and disclosures with respect to financial assets and liabilities that are re-measured and reported at fair value each reporting period, and with respect to non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable pricing inputs (Level III). A financial asset or liability’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below: Level I - Valuations are based on unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities; Level II - Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Financial assets or liabilities which are included in this category are securities where all significant inputs are observable, either directly or indirectly; and Level III - Prices or valuations that are unobservable and where there is little, if any, market activity for these financial assets or liabilities. The inputs into the determination of fair value inputs for these investments require significant management judgment or estimation. The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors. To the extent that valuation is based on inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. The fair values of the Company’s Level 2 derivative instruments were determined using valuation models that use market observable inputs including interest rate curves and both forward and spot prices for commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and interest rate swap contracts. 74 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 I Level II Level III Total Assets: Cash and cash equivalents $ 56,138 $ — $ — $ 56,138 Commodity contracts — 89 — 89 Interest rate swaps — 25,043 — 25,043 Total assets $ 56,138 $ 25,132 $ — $ 81,270 Liabilities: Commodity contracts $ — $ 1,434 $ — $ 1,434 Warrants — 33,048 — 33,048 Debt — 768,581 — 768,581 Total liabilities $ — $ 803,063 $ — $ 803,063 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 31, 2023: (in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 52,023 $ — $ — $ 52,023 Commodity contracts — 211 — 211 Interest rate swaps — 33,332 — 33,332 Total assets $ 52,023 $ 33,543 $ — $ 85,566 Liabilities: Commodity contracts — 2,094 — 2,094 Interest rate swaps — 1,936 — 1,936 Warrants — 43,272 — 43,272 Debt — 899,597 — 899,597 Total liabilities $ — $ 946,899 $ — $ 946,899 75 11. SHARE-BASED COMPENSATION 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) 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 PSUs 5,613 4,279 2,253 Stock options 815 1,281 1,056 Pre-tax compensation expense $ 17,409 $ 15,265 8,445 Related income tax benefit ( 3,452 ) Impact to net income $ 4,993 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 29, 2024 As of December 31, 2023 RSUs $ 7,400 $ 7,372 PSUs 6,548 6,800 Stock options 4 819 Total $ 13,952 $ 14,991 Restricted and Performance Share Units 2020 Omnibus Equity Incentive Plan 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. Restricted Share Units Under the 2020 Plan, the Company grants RSUs representing the right to receive one share of the Company’s Class A Common Stock upon vesting, provided that the recipient remains employed with the Company through the vesting and subject to certain forfeiture conditions and restrictions. The RSUs vest according to specific vesting conditions set forth in the RSU award agreements. RSUs that become vested also generally entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the RSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the RSUs are forfeited). Performance Share Units The Company issues PSUs under the 2020 Plan, which provide the participant with the opportunity to earn shares of the Company’s Class A Common Stock if the Company achieves certain performance goals determined by the administrator of the 2020 Plan. All PSUs granted since the adoption of the 2020 Plan contain vesting based on the Company’s performance with respect to relative total stockholder return. The number of shares subject to the PSUs that vest and are settled at the end of each performance period is based on the Company’s cumulative total stockholder return relative to the total stockholder returns of members of a peer group, which is typically consistent with the peer group used for compensation disclosures. 76 At the end of the performance period, the Company’s total stockholder return position is ranked relative to the total stockholder returns of each member of the performance peer group that remains within the performance peer group for the entire performance period. The total number of PSUs that vest is based on the ranking of the Company’s total stockholder return relative to the total stockholder return of each of the Company’s peer companies, and ranges from a 200 % payout for ranking in the 90th percentile or above to 0 % payout for ranking below the 30th percentile with percentiles interpolated between these payouts. PSUs that become vested also generally entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the PSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the PSUs are forfeited). Because the PSUs vest based on market conditions, Monte Carlo simulation models were used to determine the grant-date fair value of the PSUs. The assumptions used in the Monte Carlo simulation models included weighted average expected terms ranging from 2.8 years to 3.0 years, weighted average expected volatility ranging from 40.0 % to 53.6 %, and weighted average risk-free rates ranging from 0.2 % to 4.0 %. PSUs and RSUs Number of Units Weighted-average grant date fair value for equity awards (per unit) Weighted Average Remaining Contractual Term Outstanding at beginning of fiscal year 2024 1,461,766 $ 18.28 1.5 Years Granted 907,252 20.12 Vested ( 137,692 ) 20.72 Forfeited ( 108,851 ) 17.78 Outstanding at end of fiscal year 2024 2,122,475 $ 18.93 0.9 Years Stock Options The Company granted its Executive Leadership Team non-qualified stock options exercisable for Class A Common Stock of the Company, provided that the exercise of such stock options was contingent upon the Company filing a registration statement on Form S-8 with the SEC, which occurred on November 2, 2020. For non-cash, stock-based awards exchanged for employee services, the Company measures stock-based compensation on the grant date, based on the fair value of the award, and recognizes expense over the requisite service period, which for the Company is generally the vesting period. To estimate the fair value of an award, the Company uses the Black-Scholes pricing model. This model requires inputs such as expected term, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. For all grants during fiscal year 2022, the Company calculated the expected term based on the simplified method as allowable under ASC 718 due to a lack of sufficient trading history for the Company’s Class A Common Stock. The use of this method effectively assumes that exercise occurs evenly over the period from vesting until expiration, and therefore the expected term is the midpoint between the service period and the contractual term of the award. The Company estimates the volatility of its Class A Common Stock by analyzing its historical volatility and considering volatility data of its peer group and their implied volatility. The Company recognizes forfeitures when they occur. 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. The fair value of each stock option granted was determined to be $ 6.06 using the Black-Scholes Option Pricing Model based on an expected volatility of 40.0 %, expected option term of approximately 6.4 years, and risk-free rate of return of 1.4 %. The risk-free rates are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. In May 2022, an additional 16,923 stock option awards were granted. 77 Stock Options Number of Units Weighted-Average Grant Date Fair Value for Equity Awards (per unit) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding at beginning of fiscal year 2024 394,473 $ 6.01 1.0 Years Granted — — Vested — — Forfeited — — 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 On December 10, 2020, the Board of Directors approved the 2021 Employee Stock Purchase Plan ("ESPP”), subject to stockholder approval. The ESPP was effective January 1, 2021, and any purchase rights that were granted under the ESPP prior to stockholder approval could not be exercised unless and until stockholder approval was obtained. Under the ESPP, associates are offered the option to purchase discounted shares of Class A Common Stock during offering periods designated by the administrator. Each offering period will be one year , consisting of two six-month purchase periods, commencing on each January 1 and July 1 following the effective date of the ESPP. Shares are purchased on the applicable exercise dates, which is the last trading day of each purchase period. 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 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. As of December 29, 2024, 1,084,561 shares of Class A Common Stock remain available for issuance under the ESPP. 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 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. 12. CONTINGENCIES Litigation Matters 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. 78 Guarantees 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 $ 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. 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 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. 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. 13. SUPPLEMENTARY CASH FLOW INFORMATION (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 Refunds related to income taxes $ 154 $ 1,686 $ 4,663 Payments for income taxes $ 28,877 $ 8,820 $ 6,988 14. INCOME TAXES The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of UBH, as well as any standalone income or loss the Company generates. UBH is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions. Instead, UBH taxable income or loss is passed through to its members, including the Company. Despite its partnership treatment, UBH is liable for income taxes in those states not recognizing its pass-through status and for certain of its subsidiaries not taxed as pass-through entities. The Company has acquired various domestic entities taxed as corporations, which are now wholly-owned by us or our subsidiaries. Where required or allowed, these subsidiaries also file and pay tax as a consolidated group for federal and state income tax purposes. The Company anticipates this structure to remain in existence for the foreseeable future. 79 The provision (benefit) for income taxes was as follows: (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 Current: Federal $ 21,382 $ 7,816 $ 4,038 State 3,203 1,879 1,403 Total current 24,585 9,695 5,441 Deferred: Federal 9,973 ( 7,591 ) ( 20,986 ) State 4,172 ( 1,347 ) ( 8,374 ) Total deferred 14,145 ( 8,938 ) ( 29,360 ) Total $ 38,730 $ 757 $ ( 23,919 ) 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 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 ) State income taxes, net of federal benefit 5,773 ( 528 ) ( 2,435 ) Investment in UBH 941 177 31 Noncontrolling interest in UBH ( 1,169 ) 2,610 2,792 Valuation allowance 7,556 5,878 ( 17,177 ) Remeasurement of warrant liability ( 2,147 ) ( 469 ) ( 151 ) Return to provision 307 2 ( 79 ) Gain on Sale to Our Home 12,559 — — Credits ( 27 ) ( 41 ) ( 201 ) IRC §162(m) 291 1,401 875 Nondeductible expenses 71 88 12 Other ( 13 ) ( 113 ) 386 $ 38,730 $ 757 $ ( 23,919 ) 80 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 29, 2024 As of December 31, 2023 Deferred Tax Assets: Accrued expenses $ 452 $ 427 Pension, retirement and other benefits 408 419 Inventories, including uniform capitalization 93 145 Investment in UBH, operations 30,378 20,943 Acquisition costs 487 592 Net operating losses 19,104 23,596 IRC §163(j) 8,661 12,753 Credits 345 713 Charitable contributions — 149 Other deferred tax assets 185 172 Total gross deferred tax assets 60,113 59,909 Valuation allowance ( 48,655 ) ( 36,947 ) Net deferred tax assets 11,458 22,962 Deferred Tax Liabilities: Plant and equipment, accelerated depreciation ( 2,571 ) ( 6,957 ) Intangibles ( 63,393 ) ( 66,556 ) Investment in UBH, nonreversing ( 68,988 ) ( 63,900 ) Other deferred tax liabilities ( 250 ) ( 239 ) Total deferred tax liabilities ( 135,202 ) ( 137,652 ) Net deferred tax liabilities $ ( 123,744 ) $ ( 114,690 ) Net Operating Loss and Tax Credit Carryforward 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 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. 81 Valuation Allowance 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”). As of December 29, 2024, a significant piece of objective negative evidence evaluated was the three-year cumulative loss before taxes. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. The Company determined that there is uncertainty regarding the utilization of certain DTA's such as some of the investment in UBH, federal operating losses subject to annual limitations due to "change in ownership” provisions, and state net operating losses where the Company does not expect to continue to have nexus. Therefore, a valuation allowance has been recorded against the DTA's for which it is more-likely-than-not they will not be realized. The Company has DTA’s related to its investment in the partnership that are expected to be realized in the ordinary course of operations or generate future net operating losses for which a portion will have an indefinite carryforward period. Additionally, the Company has deferred tax liabilities ("DTL’s”) related to its investment in the partnership that will not reverse in the ordinary course of business and will only reverse when the partnership is sold or liquidated. The Company has no intention of disposing of or liquidating the partnership and therefore has not considered the indefinite lived DTL as a source of income to offset other DTA’s. In weighing positive and negative evidence, both objective and subjective, including its three-year cumulative loss and the ability to offset DTA’s with definite lived DTL’s, the Company has recorded a valuation allowance against its DTA’s related to net operating losses and deductible book/tax differences and recorded a DTL primarily related to the book over tax basis in the investment in the partnership that will not reverse in the ordinary course of operations. The Company considered that an indefinite lived DTL may be considered as a source of taxable income for an indefinite lived DTA; however, given our indefinite lived DTL will only reverse upon sale or liquidation, the Company determined that it was more appropriate to record a valuation allowance against a portion of its DTA’s. The amount of DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth. The net change in valuation allowance of $ 11.8 million was recorded as an increase to income tax expense for $ 7.6 million and an adjustment to equity for $ 4.2 million. As of December 29, 2024, tax years 2021 through 2024 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2020 through 2024 remain open and subject to examination in selected states that have a four year statute of limitations. Upon audit, tax authorities may challenge all or part of a tax position. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision for income taxes in the period in which a final determination is made. The Company did not maintain any unrecognized tax benefits as of 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 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. federal income tax purposes, which is expected to further increase its share of the tax basis in the net assets of UBH. The increases in tax basis may reduce the amounts the Company would otherwise pay in the future to various tax authorities. 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. 82 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 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 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 $ 23.9 million of additional TRA liability for the prior period equity transactions, which would result in a non-cash charge to pretax results. 15. LEASES We determine if a contractual arrangement is a lease at inception. Our lease arrangements provide the Company the right to utilize certain specified tangible assets for a period of time in exchange for consideration. Our leases primarily relate to building space, vehicles, and equipment. Our leases generally have remaining terms ranging from one month to twelve years . 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 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. 83 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 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 Finance lease expense: Amortization of finance ROU asset $ 3,181 $ 2,973 $ 2,585 Interest of finance ROU asset 735 550 318 Total finance lease expense 3,916 3,523 2,903 Operating lease expense (1) 29,322 22,437 16,679 Total lease expense $ 33,238 $ 25,960 $ 19,582 (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: (in thousands) As of December 29, 2024 As of December 31, 2023 Leases $ 19,488 $ 17,956 Less: accumulated depreciation 10,029 8,007 Leases, net $ 9,459 $ 9,949 Maturities of lease liabilities as of December 29, 2024: (in thousands) Operating Leases Finance Leases Total 2025 $ 27,820 $ 3,479 $ 31,299 2026 24,823 3,131 27,954 2027 21,340 2,636 23,976 2028 17,011 1,529 18,540 2029 14,086 318 14,404 2029 and thereafter 259,986 — 259,986 Total undiscounted obligations 365,066 11,093 376,159 Less imputed interest ( 214,730 ) ( 1,386 ) ( 216,116 ) Present value of lease obligations $ 150,336 $ 9,707 $ 160,043 84 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 ROU asset, non-current (1)(2) $ 146,891 $ 9,459 $ 56,705 $ 9,949 Lease liability, current $ 17,341 $ 2,853 $ 14,992 $ 2,808 Lease liability, non-current 132,995 6,854 43,928 7,337 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. (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: Operating cash flows from operating leases $ 19,999 $ 16,717 $ 12,531 Operating cash flows from finance leases $ 735 $ 550 $ 318 Financing cash flows from finance leases $ 3,181 $ 2,973 $ 2,585 Leased assets obtained in exchange for new lease liabilities: Operating leases $ 108,308 $ 26,315 $ 24,958 Finance leases $ 3,783 $ 2,761 $ 6,379 85 16. SEGMENT DATA 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. 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 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 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. 86 (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 . 17. WARRANTS 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 $ 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. 18. EQUITY 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 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 . 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. 19. EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding. Diluted earnings per share is based on the weighted average number shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding. There is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company's net loss position. The potentially dilutive securities that would be anti-dilutive due to the Company's net loss are not included in the calculation of diluted net loss per share attributable to controlling interest. The anti-dilutive securities are included in the table below. Refer to Note 11. Share-Based Compensation for further information on the share-based awards considered in the diluted earnings per share computation. 87 The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings per share: (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 Numerator: Net income (loss) attributable to controlling interest $ 15,974 $ ( 24,937 ) $ ( 392 ) Denominator: Weighted average Class A Common Stock shares, basic 82,102,876 81,081,458 80,093,094 Dilutive securities included in diluted earnings per share calculation Warrants 2,423,454 — — RSUs 544,916 — — PSUs 327,939 — — Stock options 34,795 — — Total dilutive weighted average shares 85,433,980 81,081,458 80,093,094 Basic earnings per share $ 0.19 $ ( 0.31 ) $ — Diluted earnings per share $ 0.19 $ ( 0.31 ) $ — Weighted average Class V Common Stock not subject to earnings per share calculation 58,725,374 59,349,000 59,349,000 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 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 RSUs 78,105 271,330 83,261 PSUs 194,695 125,958 62,408 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. 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. 20. SUBSEQUENT EVENTS 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. 88 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.