What changed in this filing

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Item 1. Financial Statements

2025-05-01 compared with 2024-10-31 · 146 added, 191 removed, 368 unchanged (48% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 29, 2024 and December 31, 2023

March 30, 2025 and December 29, 2024

(In thousands, except share information)

September 29, 2024

March 30, 2025

As of December 29, 2024

8 unchanged sentences

Non-current Assets

Assets held for sale — 7,559

Property, plant and equipment, net 374,956 345,210

16 unchanged sentences

Non-current accrued expenses and other 170,870 164,185

Non-current warrant liability — 43,272

Deferred tax liability 123,805 123,744

4 unchanged sentences

1,000,000,000 shares authorized;

82,537,542 and 81,187,977 shares issued and outstanding as of September 29, 2024 and December 31, 2023, respectively

86,061,753 and 83,537,542 shares issued and outstanding as of March 30, 2025 and December 29, 2024, respectively

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

61,249,000 shares authorized;

58,349,000 and 59,349,000 shares issued and outstanding as of September 29, 2024 and December 31, 2023, respectively

55,349,000 and 57,349,000 shares issued and outstanding as of March 30, 2025 and December 29, 2024, respectively

Additional paid-in capital 1,014,569 988,510

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen and thirty-nine weeks ended September 29, 2024 and October 1, 2023

For the thirteen weeks ended March 30, 2025 and March 31, 2024

(In thousands, except share information)

(in thousands) Thirteen weeks ended September 29, 2024 Thirteen weeks ended October 1, 2023 Thirty-nine weeks ended September 29, 2024 Thirty-nine weeks ended October 1, 2023

(in thousands) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Net sales $ 352,084 $ 346,523

5 unchanged sentences

Total selling, distribution, and administrative expenses 113,214 109,448

(Loss) gain on sale of assets, net ( 1,501 ) ( 8,488 ) 402 ( 9,275 )

Gain (loss) on sale of assets, net 660 ( 470 )

Income from operations 5,676 9,655

4 unchanged sentences

Other income 362 910

(Loss) gain on remeasurement of warrant liability ( 6,408 ) 15,984 ( 5,328 ) 16,560

Gain (loss) on remeasurement of warrant liability 11,016 ( 11,808 )

Other (expense) income, net ( 623 ) 19,286

Income (loss) before taxes 932 6,116 54,011 ( 20,255 )

Income tax expense (benefit) 160 ( 10,099 ) 25,395 ( 13,435 )

Net income (loss) 772 16,215 28,616 ( 6,820 )

Net (income) loss attributable to noncontrolling interest ( 2,970 ) ( 222 ) ( 14,956 ) 9,562

Net (loss) income attributable to controlling interest $ ( 2,198 ) $ 15,993 $ 13,660 $ 2,742

(Loss) income per Class A Common stock:

Income before taxes 5,053 28,941

Income tax (benefit) expense ( 625 ) 26,544

Net income 5,678 2,397

Net loss (income) attributable to noncontrolling interest 1,824 ( 6,387 )

Net income (loss) attributable to controlling interest $ 7,502 $ ( 3,990 )

Income (loss) per Class A Common stock:

Basic $ 0.09 $ ( 0.05 )

3 unchanged sentences

Diluted 87,535,340 81,389,465

Net income (loss) $ 772 $ 16,215 $ 28,616 $ ( 6,820 )

Net income $ 5,678 $ 2,397

Other comprehensive (loss) income:

2 unchanged sentences

Net comprehensive loss (income) attributable to noncontrolling interest 4,364 ( 8,352 )

Net comprehensive (loss) income attributable to controlling interest $ ( 11,252 ) $ 18,330 $ 6,061 $ 4,647

Net comprehensive income (loss) attributable to controlling interest $ 3,590 $ ( 1,296 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF EQUITY

For the thirteen and thirty-nine weeks ended September 29, 2024 and October 1, 2023

For the thirteen weeks ended March 30, 2025 and March 31, 2024

(In thousands, except share information)

1 unchanged sentence

Shares Amount Shares Amount

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

Share-based compensation 259,083 — — 8,939 — — 8,939 — 8,939

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

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

Cash dividends declared — — — ( 9,296 ) — ( 9,296 ) — ( 9,296 )

Distribution to noncontrolling interest — — — — — — ( 6,766 ) ( 6,766 )

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

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

Share-based compensation — — 3,629 — — 3,629 — 3,629

Net income — — — 15,993 — 15,993 222 16,215

Other comprehensive income — — — — 2,337 2,337 1,710 4,047

Cash dividends declared — — — ( 4,625 ) — ( 4,625 ) — ( 4,625 )

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

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

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

2 unchanged sentences

Deferred tax impact from divestiture — — 3,003 — — 3,003 2,135 5,138

Net income — — — 15,858 — 15,858 11,986 27,844

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

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

Special excess cash dividend — — — ( 1,816 ) — ( 1,816 ) — ( 1,816 )

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

1 unchanged sentence

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

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 June 30, 2024 81,530,122 $ 8 59,349,000 $ 6 $ 955,280 $ ( 293,750 ) $ 24,413 $ 685,957 $ 719,771 $ 1,405,728

Balance at March 31, 2024 81,406,827 $ 8 59,349,000 $ 6 $ 950,092 $ ( 306,842 ) $ 25,652 $ 668,916 $ 721,172 $ 1,390,088

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

Share-based compensation 524,211 — — 4,328 — — 4,328 — 4,328

Class V to Class A Exchange 2,000,000 — ( 2,000,000 ) — 23,899 — — 23,899 ( 23,899 ) —

Deferred tax impact from divestiture — — 50 — — 50 36 86

Net (loss) income — — — ( 2,198 ) — ( 2,198 ) 2,970 772

Payments of tax withholding requirements for employee stock awards — — ( 2,168 ) — — ( 2,168 ) — ( 2,168 )

Net income (loss) — — — 7,502 — 7,502 ( 1,824 ) 5,678

Cash dividends declared — — — ( 5,555 ) — ( 5,555 ) — ( 5,555 )

Special excess cash dividend — — — ( 933 ) — ( 933 ) — ( 933 )

Special excess cash dividend declared — — — ( 947 ) — ( 947 ) — ( 947 )

Distribution to noncontrolling interest — — — — — — ( 3,376 ) ( 3,376 )

1 unchanged sentence

Other comprehensive loss — — — — ( 3,912 ) ( 3,912 ) ( 2,540 ) ( 6,452 )

Balance at September 29, 2024 82,537,542 $ 8 58,349,000 $ 6 $ 972,060 $ ( 301,750 ) $ 15,359 $ 685,683 $ 698,840 $ 1,384,523

Balance at March 30, 2025 86,061,753 $ 8 55,349,000 $ 6 $ 1,014,569 $ ( 303,663 ) $ 14,678 $ 725,598 $ 652,024 $ 1,377,622

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the thirty-nine weeks ended September 29, 2024 and October 1, 2023

For the thirteen weeks ended March 30, 2025 and March 31, 2024

(In thousands)

Thirty-nine weeks ended September 29, 2024 Thirty-nine weeks ended October 1, 2023

Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Cash flows from operating activities

Net income (loss) $ 28,616 $ ( 6,820 )

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

Impairment and other charges — 9,548

Net income $ 5,678 $ 2,397

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

Depreciation and amortization 18,745 18,302

Gain on sale of business — ( 44,015 )

Loss (gain) on remeasurement of warrant liability 5,328 ( 16,560 )

(Gain) loss on remeasurement of warrant liability ( 11,016 ) 11,808

(Gain) loss on sale of assets ( 660 ) 470

8 unchanged sentences

Accounts payable and accrued expenses and other ( 9,777 ) 11,412

Net cash provided by operating activities 51,953 49,130

Net cash used in operating activities ( 20,218 ) ( 9,065 )

Cash flows from investing activities

Purchases of property and equipment ( 38,795 ) ( 13,630 )

Purchases of intangibles ( 9,220 ) —

Proceeds from sale of property and equipment 756 6,006

3 unchanged sentences

Notes receivable ( 8,156 ) ( 9,919 )

Net cash provided by (used in) investing activities 116,085 ( 37,505 )

Net cash (used in) provided by investing activities ( 40,734 ) 158,011

Cash flows from financing activities

7 unchanged sentences

Distribution to noncontrolling interest ( 3,498 ) ( 3,383 )

Net cash used in financing activities ( 155,170 ) ( 24,461 )

Net cash provided by (used in) financing activities 67,562 ( 153,965 )

Net increase (decrease) in cash and cash equivalents 6,610 ( 5,019 )

18 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

Prior Period Revision – Consolidated Statement of Cash Flows – For the thirty-nine weeks ended September 29, 2024, the Company disclosed the borrowings of lines of credit and repayments of lines of credit as separate line items within the financing activities section of the Consolidated Statement of Cash Flows.

The Company has corrected these line items for the thirty-nine weeks ended October 1, 2023 for comparability purposes and deems the change to that period to be immaterial.

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

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 direct-store delivery ("DSD") network, direct-to-warehouse shipments and third-party distributors.

12 unchanged sentences

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

The Company has reserves in place of $ 18.4 million as of September 29, 2024, which included adjustments taken by customers of $ 6.8 million that were awaiting final processing as of such date, and had reserves of $ 17.4 million as of December 31, 2023, which include adjustments taken by customers of $ 6.2 million that were awaiting final processing as of such date.

The Company has reserves in place of $ 12.9 million as of March 30, 2025, which included adjustments taken by customers of $ 12.0 million that were awaiting final processing as of such date, and had reserves of $ 20.8 million as of December 29, 2024, which include adjustments taken by customers of $ 9.3 million that were awaiting final processing as of such date.

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

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

Recently Issued Accounting Standards – In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 Statements of Operations and Comprehensive Income (Loss).

In December 2023, the 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.

1 unchanged sentence

The Company is currently evaluating this 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, ASU 2023-07 will require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis.

Early adoption is permitted.

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

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

4 unchanged sentences

Garcia Sale on February 5, 2024:

(in thousands)

Property, plant, and equipment, net

5 unchanged sentences

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 thirty-nine weeks ended September 29, 2024.

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

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

The total consideration for the transactions is $ 18.5 million related to the facilities and certain inventory, subject to customary adjustments.

The Company recognized a gain on the Manufacturing Facilities Sale of $ 4.3 million.

The Company and Our Home are operating under transition services agreements which are scheduled to expire during the first half of 2025.

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 Facilities 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.

3 unchanged sentences

(in thousands) As of

September 29, 2024

March 30, 2025

As of December 29, 2024

3 unchanged sentences

Total inventories $ 107,576 $ 101,362

In connection with the Good Health and R.W.

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

Divestitures .

PROPERTY, PLANT AND EQUIPMENT, NET

1 unchanged sentence

(in thousands) As of

September 29, 2024

March 30, 2025

As of December 29, 2024

8 unchanged sentences

Property, plant and equipment, net $ 374,956 $ 345,210

Depreciation expense was $ 8.2 million and $ 10.0 million for the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively, and $ 25.2 million and $ 30.9 million for the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively.

Depreciation expense was $ 9.4 million and $ 8.7 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.

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

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

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

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

If the buyer were to default on its obligations to co-manufacture any of the committed products, a financial penalty would be assessed based on the contractual terms required in the supply agreement.

No such defaults occurred during the term of the supply agreement.

The Company and the buyer intend to have a continuing co-manufacturing relationship under a new 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 thirteen weeks ended July 2, 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 $ 7.6 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 thirty-nine weeks ended October 1, 2023.

The fixed asset impairments are recorded in the administrative expenses line in the Consolidated Statement of Operations and Comprehensive Income (Loss) for the thirty-nine weeks ended October 1, 2023.

In addition, during the thirty-nine weeks ended October 1,

2023, the Company recognized expense of $ 1.9 million related to the impairment of property, plant and equipment unrelated to the Manufacturing Closure.

During the thirty-nine weeks ended September 29, 2024, the Company sold the Birmingham Facility for proceeds of $ 6.0 million and its Gramercy, LA facility for $ 1.8 million.

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

During the thirty-nine weeks ended September 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 thirty-nine weeks ended September 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.

GOODWILL AND INTANGIBLE ASSETS, NET

A rollforward of goodwill is as follows:

A roll-forward of goodwill is as follows:

(in thousands)

December 31, 2023

Good Health and R.W.

Garcia Sale, Note 2.

Balance as of September 29, 2024

Balance as of December 29, 2024

Balance as of March 30, 2025

Intangible assets, net, consisted of the following:

(in thousands) As of

September 29, 2024

March 30, 2025

As of December 29, 2024

7 unchanged sentences

Trade names 428,733 428,733

14,364 12,023

Intangible assets, net $ 989,834 $ 996,510

During the thirteen weeks ended March 31, 2024, the Company sold customer relationships and trademarks in the amount of $ 26.0 million and $ 18.3 million, respectively, related to the Good Health and R.W.

Divestitures, for further discussion.

In addition, during the thirteen weeks ended June 30, 2024, the Company paid $ 9.2 million to purchase an indefinite life intangible right for use of a third-party brand name.

This intangible is classified as an indefinite life trade name.

There were no other significant changes to intangible assets during the thirty-nine weeks ended September 29, 2024 and October 1, 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 distributor/customer relationships, technology and trade names amounted to $ 9.0 million and $ 9.4 million for the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively, and $ 27.3 million and $ 28.3 million for the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively.

Amortization of distributor/customer relationships, technology and trade names amounted to $ 9.0 million and $ 9.2 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.

The expense related to the amortization of intangibles is included in administrative expenses in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

NOTES RECEIVABLE

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

Contracts are executed between the Company and its independent operators (“IOs”) for the sale of product distribution routes, including notes 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 September 29, 2024 and December 31, 2023 totaled $ 14.5 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 notes receivable balances due from IOs at March 30, 2025 and December 29, 2024 totaled $ 13.4 million and $ 13.8 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 two other banks.

The Company has a corresponding notes payable related to the sale of IOs notes receivables.

2 unchanged sentences

Current accrued expenses and other consisted of the following:

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

(in thousands) As of March 30, 2025 As of December 29, 2024

Accrued compensation and benefits $ 7,728 $ 24,303

10 unchanged sentences

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

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

(in thousands) As of March 30, 2025 As of December 29, 2024

Operating right of use liability $ 139,237 $ 132,995

6 unchanged sentences

Term Debt and Revolving Credit Facility

On April 17, 2024, the Company amended its Term Loan B to refinance in full all of the $ 630.3 million outstanding term loan and reduce the interest rate from the Secured Overnight Financing Rate ("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 certain other changes.

Other material terms of the Term Loan B, including the January 2028 maturity date, remain 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 thirty-nine weeks ended September 29, 2024.

On April 17, 2024, the Company amended its asset-based revolving credit facility (“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, remain unchanged.

On January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $ 630.3 million outstanding term loans thereunder, reduce the interest rate from the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.75 % to SOFR plus the applicable rate of 2.50 % and extend the maturity date from January 20, 2028 to January 29, 2032, as well as to make certain other changes.

Other material terms of the Term Loan B remain unchanged.

The Company recorded a loss on debt extinguishment of $ 0.5 million related to the refinancing of its Term Loan B in its Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen weeks ended March 30, 2025.

Term debt and revolving credit facilities consisted of the following:

1 unchanged sentence

Original Principal Balance Maturity Date As of

September 29, 2024

March 30, 2025

As of December 29, 2024

10 unchanged sentences

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

(2) Equipment loans have varying maturities from November 2024 to June 2029.

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 and an $ 8.5 million payment on its Real Estate Term Loan;

and 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 during the thirty-nine weeks ended September 29, 2024.

Other Notes Payable and Capital Leases

Amounts outstanding under notes payable and capital leases consisted of the following:

(2) Equipment loans have varying maturities from June 2026 to April 2030.

Other Notes Payable and Finance Leases

Amounts outstanding under notes payable and finance leases consisted of the following:

(in thousands) As of

September 29, 2024

March 30, 2025

As of December 29, 2024

1 unchanged sentence

Finance lease obligations 9,524 9,707

Other 100 200

Total notes payable 21,593 21,902

3 unchanged sentences

Interest expense consisted of the following:

(in thousands) Thirteen weeks ended September 29, 2024 Thirteen weeks ended October 1, 2023 Thirty-nine weeks ended September 29, 2024 Thirty-nine weeks ended October 1, 2023

(in thousands) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Company’s long-term debt $ 10,889 $ 11,782

7 unchanged sentences

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

In conjunction with accelerated payments on the Real Estate Term Loan during the thirty-nine weeks ended September 29, 2024 discussed within Note 8.

Term Debt, Revolving Credit Facility, and Other Notes Payable, and estimated future prepayments, 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 September 29, 2024, $ 46.0 million and $ 35.9 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 thirteen and thirty-nine weeks ended September 29, 2024, the Company recognized $ 1.7 million and $ 1.0 million, respectively, as an increase to interest expense within the Consolidated Statements of Operations and Comprehensive Income (Loss).

As of and for the thirty-nine weeks ended September 29, 2024, there were no changes to the hedge accounting related to Term Loan B.

Warrant Liabilities

As of each of September 29, 2024 and December 31, 2023, there were 7,200,000 private placement warrants (“Warrants”) outstanding, which are accounted for as derivative liabilities pursuant to ASC 815-40.

As of each of March 30, 2025 and December 29, 2024, there were 7,200,000 private placement warrants (“Warrants”) outstanding, which are accounted for as derivative liabilities pursuant to ASC 815-40.

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

A reconciliation of the changes in the warrant liability during the thirty-nine weeks ended September 29, 2024 is as follows:

A reconciliation of the changes in the warrant liability during the thirteen weeks ended March 30, 2025 is as follows:

(in thousands)

1 unchanged sentence

Gain on remeasurement of warrant liability ( 11,016 )

Fair value of warrant liabilities as of June 30, 2024 $ 42,192

Loss on remeasurement of warrant liability 6,408

Fair value of warrant liabilities as of September 29, 2024 $ 48,600

Fair value of warrant liabilities as of March 30, 2025 $ 22,032

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 $ 83.7 million as of September 29, 2024 and $ 66.7 million as of December 31, 2023.

These purchase commitments totaled $ 91.0 million as of March 30, 2025 and $ 61.1 million as of December 29, 2024.

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

The Company has recorded purchase commitment (losses) gains totaling $( 0.8 ) million and $( 1.7 ) million for the thirteen weeks ended September 29, 2024 and October 1, 2023, respectively, and $ 0.1 million and $( 1.9 ) million for the thirty-nine weeks ended September 29, 2024 and October 1, 2023, respectively.

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 September 29, 2024:

The Company has recorded purchase commitment gains totaling $ 0.6 million and $ 0.8 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.

(in thousands) Level 1 Level 2 Level 3 Total

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

Interest rate swaps — 1,936 — 1,936

Warrants — 33,048 — 33,048

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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.

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

The Company 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 $ 61.2 million and $ 52.8 million at September 29, 2024 and December 31, 2023, respectively, which loans are accounted for as off balance sheet arrangements.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 63.5 million and $ 63.5 million at March 30, 2025 and December 29, 2024, 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 fiscal years 2024 and 2025, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at September 29, 2024 and December 31, 2023 was $ 12.3 million and $ 14.8 million, respectively.

The outstanding balance of notes purchased by Bank of America at March 30, 2025 and December 29, 2024 was $ 10.1 million and $ 11.7 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;

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

The outstanding balance of these loans was $ 1.9 million and $ 2.9 million at September 29, 2024 and December 31, 2023, respectively, of which $ 1.6 million and $ 2.2 million was included in the Company's Consolidated Balance Sheets at September 29, 2024 and December 31, 2023, respectively.

The outstanding balance of these loans was $ 1.3 million and $ 1.5 million at March 30, 2025 and December 29, 2024, respectively, of which $ 1.1 million and $ 1.3 million was included in the Company's Consolidated Balance Sheets at March 30, 2025 and December 29, 2024, 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.

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SUPPLEMENTARY CASH FLOW INFORMATION

(in thousands) Thirty-nine weeks ended September 29, 2024 Thirty-nine weeks ended October 1, 2023

(in thousands) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Cash paid for interest $ 18,097 $ 24,424

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Finance lease additions $ 570 $ 1,763

Operating lease additions $ 11,434 $ 3,049

The Company presents the gain on the sale of disposals of property and equipment, and the gain on the sale of routes within (Loss) gain on sale of assets within the Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statement of Cash Flows.

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 that UBI generates.

The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of Utz Brands Holdings.

LLC, an affiliate of the Company (“UBH”), as well as any standalone income or loss that UBI 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.

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

The Company recorded income tax expense of $ 0.2 million and $ 25.4 million for the thirteen and thirty-nine weeks ended September 29, 2024, respectively.

Comparably, the Company recorded income tax benefit for the thirteen and thirty-nine weeks

ended October 1, 2023 of $ 10.1 million and $ 13.4 million, respectively.

The effective tax rates for the thirteen and thirty-nine weeks ended September 29, 2024 were 17.2 % and 47.0 %, respectively.

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

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

The Company’s effective tax rates for the thirteen and thirty-nine weeks ended September 29, 2024 were 11.9 % and 6.3 %, respectively, before consideration of any discrete items.

During the thirteen and thirty-nine weeks ended September 29, 2024, the effective tax rate was impacted by the return to provision items, the sale of certain assets and brands to affiliates of Our Home and statutory state tax rate changes, which resulted in a discrete tax benefit and expense of $ 0.7 million and $ 24.3 million, respectively.

The Company recorded income tax benefit of $ 0.6 million and expense of $ 26.5 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.

The effective tax rates for the thirteen weeks ended March 30, 2025 and March 31, 2024 were ( 12.4 )% and 91.7 %, respectively.

The Company’s effective tax rates differ from the federal statutory rate of 21% primarily because UBH, which is a partnership, is not taxed at the entity level, and is required to allocate some of its taxable results to the holders of noncontrolling interests ("Noncontrolling Interest Holders"), as well as state taxes and the fair value impact of warrant liabilities.

The Company’s effective tax rate for the thirteen weeks ended March 30, 2025 was 29.4 % before consideration of any discrete items.

During the thirteen weeks ended March 30, 2025, the effective tax rate was impacted by statutory state tax rate changes, which resulted in a discrete tax expense of $ 1.1 million.

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

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

As of September 29, 2024, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes.

As of March 30, 2025, a significant piece of objective negative

evidence evaluated was the twelve-quarter cumulative loss before taxes.

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

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

As of September 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 2019 through 2024 remain open and subject to examination in selected states that have a four-year statute of limitations.

As of March 30, 2025, tax years 2021 through 2025 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 2025 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 September 29, 2024 or December 31, 2023.

The Company did not maintain any unrecognized tax benefits as of March 30, 2025 or December 29, 2024.

Equity for a discussion on distribution requirements to UBH members regarding income taxes on their flow-through income.

Tax receivable agreement liability

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

Following the Business Combination, the Continuing Members have the option to exchange UBH units, together with an equal number of shares of Class V Common Stock of UBI for a corresponding number of shares of Class A Common Stock of UBI.

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 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 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 UBI's share of the tax basis in the net assets of UBH.

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.

Pursuant to the Business Combination Agreement, the Company entered into a Tax Receivable Agreement (the "TRA"), which provides for the payment by the Company of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the Business Combination and any future exchanges by the Continuing Members of UBH units and shares of Class V Common Stock of UBI for shares of Class A Common Stock of UBI;

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, Inc.

and the election to treat the transaction as an asset deal for tax purposes.

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

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 September 29, 2024 and December 31, 2023, the Company had a liability of $ 24.5 million and $ 24.3 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.

On July 9, 2024, the Continuing Members exchanged 1,000,000 UBH units together with the surrender and cancellation of the same number of shares of Class V Common Stock of UBI for an equal number of shares of Class A Common Stock of UBI.

As of March 30, 2025 and December 29, 2024, the Company had a liability of $ 24.5 million and $ 24.4 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.

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.

Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Net sales $ 352,084 $ 346,523

Materials 159,587 159,343

Conversion costs (a) 45,132 47,325

Other cost of goods sold (b) 29,135 20,282

Gross profit 118,230 119,573

Delivery (c) 23,525 21,849

Marketing (d) 4,565 3,501

Selling expenses (e) 49,175 48,316

Administrative expenses (f) 35,949 35,782

Total selling, distribution, and administrative expenses 113,214 109,448

Gain (loss) on sale of assets, net 660 ( 470 )

Income from operations 5,676 9,655

Gain on sale of business — 44,015

Interest expense ( 11,470 ) ( 13,831 )

Loss on debt extinguishment ( 531 ) —

Other income 362 910

Gain (loss) on remeasurement of warrant liability 11,016 ( 11,808 )

Other (expenses) income, net ( 623 ) 19,286

Income before income taxes 5,053 28,941

Income tax expense (benefit) ( 625 ) 26,544

Net income $ 5,678 $ 2,397

(a) Conversion costs include 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 include customer marketing through traditional media, digital and eCommerce, social media, sponsorships, and other costs such as agency costs, and market research.

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

(f) Administrative expenses include administrative people costs, administrative operations, taxes, fees, and other administrative costs, offset by reimbursements from the transaction services agreements described in Note 2.

Divestitures .

In January 2025, the Noncontrolling Interest Holders exchanged 2,000,000 UBH 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.

The Business Combination Agreement requires UBH, which is treated as a partnership for federal income tax purposes, to make quarterly distributions to its members so they receive sufficient cash to settle their income tax on their share of flow-through income from UBH (“Tax Distributions”).

The Tax Distributions are made on a prorata basis to all of the UBH members, which include UBI and the Continuing Members, such that the member with the highest liability receives sufficient cash to cover their income tax on their flow-through income from UBH.

Since UBI’s income tax rate is lower than the Continuing Members and UBI obtained additional tax basis in the net assets of UBH (as described in Note 12.

Income Taxes ), the prorata Tax Distributions have been providing UBI with cash that exceeds its income tax liability.

The excess is used for the TRA liability that is payable to the Continuing Members and special dividends to holders of Class A Common Stock of UBI.

The Tax Distributions and special dividends on Class A Common Stock are recorded to the equity section of the Consolidated Balance Sheets.

INCOME (LOSS) PER SHARE

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

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

EARNINGS PER SHARE

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

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

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

(in thousands, except share data) Thirteen weeks ended September 29, 2024 Thirteen weeks ended October 1, 2023 Thirty-nine weeks ended September 29, 2024 Thirty-nine weeks ended October 1, 2023

Net (loss) income attributable to common stockholders $ ( 2,198 ) $ 15,993 $ 13,660 $ 2,742

(in thousands, except share data) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Net income (loss) attributable to common stockholders $ 7,502 $ ( 3,990 )

Weighted average Class A Common Stock shares, basic 85,721,393 81,389,465

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Total dilutive weighted average shares 87,535,340 81,389,465

Basic (loss) income per share $ ( 0.03 ) $ 0.20 $ 0.17 $ 0.03

Diluted (loss) income per share $ ( 0.03 ) $ 0.19 $ 0.16 $ 0.03

Class V Common Stock not subject to loss (income) per share calculation 58,436,912 59,349,000 59,044,971 59,349,000

Net income attributable to noncontrolling interest $ 2,970 $ 222 $ 14,956 $ ( 9,562 )

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

Basic income (loss) per share $ 0.09 $ ( 0.05 )

Diluted income (loss) per share $ 0.09 $ ( 0.05 )

Weighted average Class V Common Stock not subject to earnings per share calculation 55,656,692 59,349,000

Net (loss) income attributable to noncontrolling interest $ ( 1,824 ) $ 6,387

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

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

Thirteen weeks ended September 29, 2024 Thirteen weeks ended October 1, 2023 Thirty-nine weeks ended September 29, 2024 Thirty-nine weeks ended October 1, 2023

Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Warrants — 2,548,053

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Stock options

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

633,007 33,670

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

As of September 29, 2024 and December 31, 2023, the Continuing Members held all 58,349,000 and 59,349,000 shares of Class V Common Stock issued and outstanding, respectively, and also held an equal number of units of UBH, which comprise the noncontrolling interest.

As of March 30, 2025 and December 29, 2024, the Continuing Members held all 55,349,000 and

57,349,000 shares of Class V Common Stock issued and outstanding, respectively, and also held an equal number of units of UBH, which comprise the noncontrolling interest.

SUBSEQUENT EVENTS

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

What changed 10-Q

Item 1. Financial Statements