Management’s Discussion and Analysis of Financial Condition and Results of Operations
−Removed: The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen weeks ended March 30, 2025, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 29, 2024.
+Added: The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen and twenty-six weeks ended June 29, 2025, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 29, 2024.
This discussion contains forward-looking statements that involve risks and uncertainties.
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households as of December 29, 2024.
−Removed: As of March 30, 2025, we operate eight primary manufacturing facilities across the United States with a broad range of capabilities.
+Added: As of June 29, 2025, we operate eight primary manufacturing facilities across the United States with a broad range of capabilities.
Our products are distributed nationally to grocery, mass merchant, club, convenience, drug and other retailers through direct shipments, distributors and approximately 2,400 direct-store delivery ("DSD") routes.
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Our management team monitors a number of developments and trends that could impact our revenue and profitability objectives.
−Removed: Growth Strategy - We have a long-term growth strategy focusing on various initiatives and have experienced share gains in our geographies in the United States other than our Core Geographies (the "Expansion Geographies") over the past seven consecutive quarters with retail volumes and retail sales being up by 8.9% and 4.9%, respectively, for the thirteen weeks ended March 30, 2025 versus the comparable prior year period.
+Added: Growth Strategy - We have a long-term growth strategy focusing on various initiatives and have experienced share gains in our geographies in the United States other than our Core Geographies (the "Expansion Geographies") over the past eight consecutive quarters with retail volumes and retail sales being up by 9.0% and 10.1%, respectively, for the thirteen weeks ended June 29, 2025 versus the comparable prior year period.
Our portfolio strategy is focused on accelerating investments in marketing and innovation to drive top-line growth and achieve share gains in the attractive salty snack category.
We plan to further penetrate the Expansion Geographies and untapped channels and customers by further expanding our Branded Salty Snacks, comprised of our Power Four Brands, consisting of our flagship Utz® brand, On the Border®, Zapp's®, and Boulder Canyon®, along with our other brands including Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, TGI Fridays®, and Vitner's®, in Expansion Geographies, as well as maintaining our share in our Core Geographies.
−Removed: Our Core Geographies retail volumes and retail sales were up 2.9% and down 3.7%, respectively, for the thirteen weeks ended March 30, 2025 versus the comparable prior year period.
+Added: Our Core Geographies retail volumes and retail sales were up 0.4% and down 1.6%, respectively, for the thirteen weeks ended June 29, 2025 versus the comparable prior year period.
Long-Term Demographics, Consumer Trends, and Demand – We participate in the $41 billion U.S.
salty snack category, within the broader approximately $146 billion market for U.S.
−Removed: snack foods as of March 30, 2025, based on Circana data.
+Added: snack foods as of June 29, 2025, based on Circana data.
In the last few years snacking occasions have held relatively stable as consumers continue to seek out convenient, delicious snacks for both on-the-go and at-home lifestyles.
A 2025 study from Circana cites that 48.8% of consumers snack three or more times a day, up 2.7 points versus 2024.
−Removed: Additionally, the salty snacks category has historically benefited from favorable competitive dynamics, including low private label penetration and category leaders competing primarily through marketing and innovation.
−Removed: We expect these consumer trends to continue to drive consistent retail sales for salty snacks for the foreseeable future.
−Removed: For the thirteen weeks ended March 30, 2025, U.S.
−Removed: retail sales for salty snacks based on Circana data decreased by 1.7% versus the comparable prior year period while Utz's retail sales were flat.
+Added: While the category has seen recent softness due to the impact of pricing made throughout the industry, we believe the salty snacks category will continue to benefit from favorable dynamics including low private label penetration as well as category leaders competing primarily in marketing and innovation.
+Added: We expect these consumer trends to continue to drive consistent retail sales for salty snacks in the long term.
+Added: For the thirteen weeks ended June 29, 2025, U.S.
+Added: retail sales for salty snacks based on Circana data decreased by 1.5% versus the comparable prior year period while Utz's retail sales increased 3.3%.
Competition – The salty snack industry is highly competitive and includes many diverse participants.
Our products primarily compete with other salty snacks but also compete more broadly for certain eating occasions with other snack foods.
−Removed: We believe that the principal competitive factors in the salty snack industry include taste, convenience, product variety, product quality, price, nutrition, consumer brand awareness, media and promotional activities, in-store merchandising execution, customer service, cost-efficient distribution, access to retailer shelf space.
+Added: We believe that the principal competitive factors in the salty snack industry include taste, convenience, product variety, product quality, price, nutrition, consumer brand awareness, media and promotional activities, in-store merchandising execution, customer service, cost-efficient distribution and access to retailer shelf space.
We believe we compete effectively with respect to each of these factors.
−Removed: We also source nearly all of our inputs domestically within the United States, therefore, we may be less impacted by international pricing volatility and tariffs as compared to other multi-national salty snack food companies.
+Added: We also source nearly all of our inputs domestically within the United States, and therefore, we may be less impacted by international pricing volatility and tariffs as compared to other multi-national salty snack food companies.
Additionally, beginning in 2024, certain competitors began to take certain discrete pricing actions in specific channels, resulting in an environment that has become far more promotional.
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We expect these pricing and promotional activity dynamics to continue in the near-term.
−Removed: Operating Costs – Our operating costs include raw materials, labor, manufacturing overhead, selling, distribution, and administrative expenses.
+Added: Operating Costs – Our operating costs include raw materials, labor, manufacturing overhead and selling, distribution, and administrative expenses.
We manage these expenses through annual cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax optimization.
Additionally, we maintain ongoing efforts led by our transformation office, to expand our profitability, including implementing significant reductions to our operating cost structure in both supply chain and overhead costs.
−Removed: Financing Costs and Exposure to Interest Rate Changes – As of March 30, 2025, we had $739.3 million in variable rate indebtedness, up from $690.1 million as of December 29, 2024.
+Added: Financing Costs and Exposure to Interest Rate Changes – As of June 29, 2025, we had $749.4 million in variable rate indebtedness, up from $690.1 million as of December 29, 2024.
As of December 29, 2024, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”).
−Removed: As of March 30, 2025, we have existing interest rate swaps totaling $580.2 million of debt.
+Added: As of June 29, 2025, we have existing interest rate swaps totaling $579.3 million of debt.
Our interest rate hedge strategy has limited some of our exposure to changes in interest rates.
We regularly evaluate our variable and fixed-rate debt.
−Removed: As of March 30, 2025, our interest rate swaps were carried as an asset on our balance sheet totaling $17.9 million.
+Added: As of June 29, 2025, our interest rate swaps were carried as an asset on our balance sheet totaling $13.8 million.
We continue to use low-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments and dividends.
−Removed: Our weighted average interest rate for the thirteen weeks ended March 30, 2025 was 4.9%, down from 6.6% during the thirteen weeks ended March 31, 2024.
+Added: Our weighted average interest rate for the twenty-six weeks ended June 29, 2025 was 4.8%, down from 5.8% during the twenty-six weeks ended June 30, 2024.
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 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.
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The Company has experienced the effect of increased interest rates on the portion of its debt that is not hedged and a further increase in interest rates could negatively impact our net income.
+Added: One Big Beautiful Bill Act - On July 4, 2025, the United States Congress passed budget reconciliation bill H.R.
+Added: 1, referred to as the One Big Beautiful Bill Act (“OBBBA”).
+Added: The OBBBA, which, among other regulatory updates, contains numerous federal tax provisions including modifications to the capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation.
+Added: The Company is currently evaluating the potential effects of the OBBBA on its consolidated financial statements.
Recent Developments and Significant Items Affecting Comparability
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On April 22, 2024, the Company also sold to Our Home its Berlin, PA and Fitchburg, MA manufacturing facilities and certain related assets, including certain inventory (the “Manufacturing Facilities Sale”).
−Removed: The Company and Our Home are operating under transition services agreements related to each of the Good Health and R.W.
−Removed: Garcia Sale and the Manufacturing Facilities Sale, which are scheduled to expire during the first half of 2025.
−Removed: 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.
−Removed: 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.
−Removed: The Company received approximately $18.7 million in advance from Our Home for certain services under these agreements, which the Company will recognize through income from operations over the terms of the transition services and co-manufacturing agreements.
+Added: The Company and Our Home were operating under transition services agreements related to each of the Good Health and R.W.
+Added: Garcia Sale and the Manufacturing Facilities Sale, which expired during the first half of 2025.
+Added: In addition, the parties will continue to operate under reciprocal co-manufacturing agreements pursuant to which Our Home co-manufactures certain of the Company's products and the Company co-manufactures certain Good Health products.
+Added: Certain Good Health products continue to be distributed and sold on the Company's DSD network for Our Home, pursuant to a distribution agreement.
+Added: received approximately $18.7 million in advance from Our Home for certain services under these agreements, which the Company recognized through income from operations over the terms of the transition services and co-manufacturing agreements.
Product Innovation
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Innovation contributed to Boulder Canyon® increases with the launching of new flavors that capitalized on the hot & spicy trend and by entrance into the cheese snack subcategory.
−Removed: Boulder Canyon® gained share for the thirteen weeks ended March 30, 2025 versus the comparable prior year period led by strong same store velocities with growth of 158.8% per Circana.
−Removed: In the natural channel, Boulder Canyon growth was 41.7% for the thirteen weeks ended March 23, 2025 per Spins.
+Added: Boulder Canyon® gained share for the twenty-six weeks ended June 29, 2025 versus the comparable prior year period with growth of 195.8% per Circana.
+Added: In the natural channel, Boulder Canyon growth was 47.8% for the thirteen weeks ended June 15, 2025, per Spins.
Within Delivering Craveable Flavor, recently, we addressed consumer desire for flavor exploration with innovation across brands and snacking subcategories via our seasoned pretzels and new potato chip flavor offerings in both our Utz and Zapp’s brands.
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A number of external factors such as weather, which may be impacted in unanticipated ways due to climate change, commodity market conditions, inflationary conditions and the effects of governmental, agricultural or other programs, including tariffs or other trade policies, may affect the cost and availability of raw materials and agricultural materials used in our products.
−Removed: Given that nearly all our input costs are sourced domestically and our manufacturing facilities are all in the United States, we expect that recent tariff volatility will have a minor impact on our business in 2025.
+Added: Given that nearly all our input costs are sourced domestically and our manufacturing facilities are all in the United States, we continue to expect that recent tariff volatility will have a minor impact on our business in 2025.
We address commodity costs primarily through the use of buying-forward, which locks in pricing for key materials between three and 18 months in advance.
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however, we may not be able to fully hedge against commodity cost changes, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs.
−Removed: We experienced an increase in pricing in certain commodity trends that continued to rise throughout fiscal year 2022 and have since stabilized.
+Added: We experienced an increase in pricing in certain commodity trends that continued to rise throughout fiscal year 2022 and have since stabilized or deflated.
Commodity cost increases in commodity trends may adversely impact our net income.
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Transportation costs have been on the rise since early in 2021 and may continue to rise and adversely impact net income.
−Removed: The Company looks to offset rising costs through increasing manufacturing and distribution efficiencies as well as through price increases to our customers, although it is unclear whether historic customer sales levels will be maintained at these higher prices (See "Key Developments and Trends - Long-Term Demographics, Consumer Trends, and Demand").
+Added: The Company looks to offset rising costs through increasing manufacturing and distribution efficiencies as well as through price increases to our customers, although it is unclear whether historic customer sales levels will be maintained at these higher prices (See "Key Developments and Trends - Long-Term Demographics, Consumer Trends, and Demand" and "Key Developments and Trends - Competition").
Due to competitive market conditions, planned trade or promotional incentives, or other factors, our pricing actions may also lag supply and commodity cost changes.
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Independent Operator Conversions
−Removed: Our DSD distribution is executed via Company-owned routes operated by route sales professionals (“RSP”), and third-party routes managed by IOs.
+Added: Our DSD distribution is executed via Company-owned routes operated by route sales professionals (“RSP”), and third-party routes managed by independent operators ("IOs").
We have used the IO and RSP models for more than a decade.
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Conversions also impact our Consolidated Balance Sheets, resulting in cash proceeds to us as a result of selling the route to an IO, or by creating notes receivable related to the sale of the routes.
−Removed: While we expect to have a small number of routes under the ownership of the Company as we acquire and re-sell routes as part of our normal operations, as of March 30, 2025, substantially all of our DSD routes are managed by IOs.
+Added: While we expect to have a some routes under the ownership of the Company as we acquire and re-sell routes as part of our normal operations, as of June 29, 2025, substantially all of our DSD routes are managed by IOs.
Results of Operations
−Removed: The following tables present selected unaudited financial data for the thirteen weeks ended March 30, 2025 and March 31, 2024.
−Removed: (in thousands) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024
+Added: The following tables present selected unaudited financial data for the thirteen weeks ended and twenty-six weeks ended June 29, 2025 and June 30, 2024.
+Added: (in millions) Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024
Net sales $ 366.7 $ 356.2 $ 718.8 $ 702.7
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Total selling, distribution, and administrative expenses 119.5 104.6 232.7 214.0
−Removed: Gain (loss) on sale of assets, net 660 (470)
+Added: (Loss) gain on sale of assets, net (0.9) 2.4 (0.2) 1.9
Income from operations 6.4 22.5 12.1 32.2
−Removed: Other (expense) income
Gain on sale of business — — — 44.0
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Loss on debt extinguishment — (1.3) (0.5) (1.3)
−Removed: Other income 362 910
−Removed: Gain (loss) on remeasurement of warrant liability 11,016 (11,808)
−Removed: Other (expense) income, net (623) 19,286
+Added: Other (loss) income (0.6) 0.2 (0.2) 1.0
+Added: Gain on remeasurement of warrant liability 12.5 12.9 23.5 1.1
+Added: Other income (loss), net 0.5 1.6 (0.1) 20.8
Income before taxes 6.9 24.1 12.0 53.0
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Net income (loss) attributable to controlling interest $ 10.5 $ 19.8 $ 18.0 $ 15.8
−Removed: Thirteen weeks ended March 30, 2025 versus Thirteen weeks ended March 31, 2024
−Removed: Net sales were $352.1 million and $346.5 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
−Removed: Net sales for the thirteen weeks ended March 30, 2025 increased $5.6 million or 1.6% over the comparable period in 2024.
−Removed: The 1.6% increase in net sales was related to favorable volume/mix of 6.3% as further discussed below, offset by 3.4% attributable to lower net price realization and 1.3% related to the Good Health and R.W.
−Removed: Garcia Sale .
−Removed: IO discounts increased to $44.7 million for the thirteen weeks ended March 30, 2025, up from $44.4 million for the corresponding thirteen weeks ended March 31, 2024.
+Added: Thirteen weeks ended June 29, 2025 versus Thirteen weeks ended June 30, 2024
+Added: Net sales were $366.7 million and $356.2 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Net sales for the thirteen weeks ended June 29, 2025 increased $10.5 million or 2.9% over the comparable period in 2024.
+Added: The 2.9% increase in net sales was primarily driven by a 3.9% benefit from favorable volume/mix, which was offset by a 1.0% reduction from lower net price realization.
+Added: Bonus packs had no impact on net sales in the second quarter, as volume/mix gains were offset by the impact on net price.
+Added: IO discounts decreased to $47.0 million for the thirteen weeks ended June 29, 2025, down slightly from $47.7 million for the corresponding thirteen weeks ended June 30, 2024.
Sales are evaluated based on classification as Branded Salty Snacks or Non-Branded & Non-Salty Snacks, consisting of partner brands, private label, co-manufacturing for which Utz is the manufacturer, Utz branded non-salty snacks such as On The Border® Dips and Salsas and sales not attributable to specific brands.
−Removed: For the thirteen weeks ended March 30, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 87% and 13% of our net sales, respectively.
−Removed: For the thirteen weeks ended March 30, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 4.9% and Non-Branded & Non-Salty Snacks net sales decreased by 16.0%, of which 7.2% of the decrease relates to the Good Health and R.W.
−Removed: Garcia Sale in Non-Branded & Non-Salty Snacks due to its disposition in the prior year.
+Added: For the thirteen weeks ended June 29, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 88% and 12% of our net sales, respectively.
+Added: For the thirteen weeks ended June 29, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.4% led by Boulder Canyon and Non-Branded & Non-Salty Snacks net sales decreased by 11.8% due to partner brands and dips and salsas.
Cost of goods sold and Gross profit
−Removed: Gross profit was $118.2 million and $119.6 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
−Removed: Our gross profit margin was 33.6% for the thirteen weeks ended March 30, 2025 versus 34.5% for the thirteen weeks ended March 31, 2024.
−Removed: The decrease in gross profit and gross profit margin was primarily driven by promotional investments, and increased investments to support capacity expansions, distribution growth, and capabilities, partially offset by productivity benefits.
−Removed: Additionally, IO discounts increased to $44.7 million for the thirteen weeks ended March 30, 2025, up slightly from $44.4 million for the thirteen weeks ended March 31, 2024.
+Added: Gross profit was $126.8 million and $124.7 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Our gross profit margin was 34.6% for the thirteen weeks ended June 29, 2025 versus 35.0% for the thirteen weeks ended June 30, 2024.
+Added: The increase in gross profit was due to productivity savings;
+Added: however, gross profit margin slightly decreased due to increased investments to support capacity expansion and growth.
+Added: Additionally, IO discounts decreased to $47.0 million for the thirteen weeks ended June 29, 2025, down slightly from $47.7 million for the thirteen weeks ended June 30, 2024.
Selling, distribution, and administrative expense
−Removed: Selling, distribution, and administrative expenses were $113.2 million and $109.4 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively, resulting in an increase of $3.8 million or 3.5% for the thirteen weeks ended March 30, 2025 versus the comparable prior year period.
+Added: Selling, distribution, and administrative expenses were $119.5 million and $104.6 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, resulting in an increase of $14.9 million or 14.2% for the thirteen weeks ended June 29, 2025 versus the comparable prior year period.
+Added: The increase was primarily due to higher people, selling, and delivery costs to support our growth.
+Added: (Loss) gain on sale of assets
+Added: (Loss) Gain on sale of assets was $(0.9) million and $2.4 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Other income, net
+Added: Other income, net was $0.5 million and $1.6 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Interest expense increased $1.2 million, other loss increased by $0.8 million and the gain on remeasurement of the warrant liability decreased by $0.4 million.
+Added: In addition, the thirteen weeks ended June 30, 2024 included a loss on debt extinguishment of $1.3 million.
+Added: Income tax benefit was $3.2 million and $1.3 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Twenty-six weeks ended June 29, 2025 versus twenty-six weeks ended June 30, 2024
+Added: Net sales were $718.8 million and $702.7 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Net sales for the twenty-six weeks ended June 29, 2025 increased $16.1 million or 2.3% over the comparable period in 2024.
+Added: The 2.3% increase in net sales was primarily driven by a 5.1% benefit from favorable volume/mix, which was offset by a 2.2% reduction from lower net price realization and 0.6% attributable to the Good Health and R.W.
+Added: Bonus packs had no impact on net sales in the second quarter, as volume/mix gains were offset by the impact on net price.
+Added: IO discounts decreased to $91.7 million for the twenty-six weeks ended June 29, 2025, down slightly from $92.1 million for the corresponding twenty-six weeks ended June 30, 2024.
+Added: For the twenty-six weeks ended June 29, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 87% and 13% of our net sales, respectively.
+Added: For the twenty-six weeks ended June 29, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.2% led by Boulder Canyon and Non-Branded & Non-Salty Snacks net sales decreased by 9.9% due to partner brands and dips and salsas.
+Added: Cost of goods sold and Gross profit
+Added: Gross profit was $245.0 million and $244.3 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Our gross profit margin was 34.1% for the twenty-six weeks ended June 29, 2025 versus 34.8% for the twenty-six weeks ended June 30, 2024.
+Added: The slight increase in gross profit was due to productivity savings;
+Added: however, gross profit margin slightly decreased due to increased investments to support capacity expansion and growth.
+Added: Additionally, IO discounts decreased to $91.7 million for the twenty-six weeks ended June 29, 2025, down slightly from $92.1 million for the twenty-six weeks ended June 30, 2024.
+Added: Selling, distribution, and administrative expense
+Added: Selling, distribution, and administrative expenses were $232.7 million and $214.0 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively, resulting in a decrease of $18.7 million or 8.7% for the twenty-six weeks ended June 29, 2025 over the corresponding period in fiscal year 2024.
The increase in selling, distribution, and administrative expense is primarily due to higher people, selling, and delivery costs to support growth.
−Removed: Gain (loss) on sale of assets
−Removed: Gain (loss) on sale of assets was $0.7 million and $(0.5) million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
+Added: (Loss) gain on sale of assets
+Added: (Loss) gain on sale of assets was $(0.2) million and $1.9 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
Other (expense) income, net
−Removed: Other (expense) income, net was $(0.6) million and $19.3 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
−Removed: The increase of $19.9 million in other expense for the thirteen weeks ended March 30, 2025 compared to the thirteen weeks ended March 31, 2024 was primarily due to the gain on sale of business of $44.0 million relating to the Good Health and R.W.
−Removed: Garcia Sale which occurred on February 5, 2024, the loss on debt extinguishment of $0.5 million recorded for the thirteen weeks ended March 30, 2025 and a decrease in other income of $0.5 million, offset by an increase in the gain on remeasurement of warrant liability of $22.8 million.
−Removed: and a decrease in interest expense of $2.4 million.
−Removed: Income tax (benefit) expense was $(0.6) million and $26.5 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
−Removed: The decrease in income tax expense is primarily attributable to the Good Health and R.W.
+Added: Other (expense) income, net was $(0.1) million and $20.8 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: The change from other income, net, for the twenty-six weeks ended June 30, 2024 compared to other expense, net, for the twenty-six weeks ended June 29, 2025 was primarily due to the gain on sale of business of $44.0 relating to the Good Health and R.W.
Garcia Sale which occurred on February 5, 2024.
Divestitures, for further discussion.
+Added: This was partially off set by a decrease in interest expense of $1.1 million and an increase in the gain on the remeasurement of the warrant liability of $22.4 million twenty-six weeks ended June 29, 2025.
+Added: Term Debt, Revolving Credit Facility, and Other Notes Payable, for further discussion.
+Added: Income tax (benefit) expense was $(3.8) million and $25.2 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: The change from income tax expense to income tax benefit for the twenty-six weeks ended June 29, 2025 is primarily attributable to the Good Health and R.W.
+Added: Garcia Sale, which occurred on February 5, 2024.
+Added: Divestitures, for further discussion.
Non-GAAP Financial Measures
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We also report Adjusted EBITDA as a percentage of net sales as an additional measure for investors to evaluate our Adjusted EBITDA margins on net sales.
−Removed: The following table provides a reconciliation from net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended March 30, 2025 and March 31, 2024:
−Removed: (dollars in millions) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024
−Removed: Plus non-GAAP adjustments:
−Removed: Income Tax Expense
+Added: The following table provides a reconciliation from net income to EBITDA and Adjusted EBITDA, including as a percentage of net sales, for the thirteen weeks ended and twenty-six weeks ended June 29, 2025 and June 30, 2024:
+Added: (dollars in millions) Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024
+Added: $ 10.1 $ 25.4 $ 15.8 $ 27.8
+Added: Non-GAAP adjustments:
+Added: Income Tax (Benefit) Expense
+Added: (3.2) (1.3) (3.8) 25.2
Depreciation and Amortization 21.3 17.6 40.0 35.9
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Interest Income (IO loans) (1)
+Added: (0.5) (0.1) (1.0) (0.9)
EBITDA 39.1 51.8 73.9 112.0
Certain Non-Cash Adjustments (2)
+Added: 5.4 4.9 11.1 8.9
Acquisitions, Divestitures and Investments (3)
+Added: 9.6 1.1 17.0 (37.3)
Business Transformation Initiatives (4)
+Added: 7.1 4.5 14.5 10.3
Financing-Related Costs (5)
−Removed: (Gain) loss on Remeasurement of Warrant Liability (6)
+Added: — 0.3 0.8 0.3
+Added: Gain on Remeasurement of Warrant Liability (6)
+Added: (12.5) (12.9) (23.5) (1.1)
Adjusted EBITDA $ 48.7 $ 49.7 $ 93.8 $ 93.1
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(2) Certain Non-Cash Adjustments are comprised primarily of the following:
−Removed: Incentive programs – The Company incurred 3.5 million and $3.9 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the Omnibus Equity Incentive Plan (the "OEIP") for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
+Added: Incentive programs – The Company incurred $2.7 million and $4.5 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the Omnibus Equity Incentive Plan (the "OEIP") for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: The Company incurred $6.2 million and $8.4 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the OEIP for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Loss on impairment - The Company recorded an impairment charge of $0.6 million during the thirteen weeks ended June 29, 2025.
Purchase commitments and other adjustments – We have purchase commitments for specific quantities at fixed prices for certain of our products’ key ingredients.
To facilitate comparisons of our underlying operating results, this adjustment was made to remove the volatility of purchase commitment related unrealized gains and losses.
−Removed: The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $2.2 million and $0.1 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
−Removed: (3) Adjustment for Acquisitions, Divestitures and Investments Costs and (Gains) – This is comprised of consulting, transaction services, and legal fees incurred for acquisitions and certain potential acquisitions, in addition to expenses associated with integrating recent acquisitions.
−Removed: Such expenses were $7.4 million and $5.6 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
−Removed: Also included for the thirteen weeks ended March 31, 2024 was a gain of $44.0 million related to the Good Health and R.W.
−Removed: (4) Business Transformation Initiatives Adjustment – This adjustment is related to consultancy, professional and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations.
+Added: The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $2.1 million and $0.4 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $4.3 million and $0.5 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: (3) Acquisitions, Divestitures and Investments – This is comprised of consulting, transaction services, and legal fees incurred for acquisitions and certain potential acquisitions, in addition to expenses associated with integrating recent acquisitions.
+Added: Such expenses were $8.6 million and $1.1 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively;
+Added: and $16.0 million and $6.7 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
+Added: Also included in the thirteen weeks ended June 29, 2025 was expense of $1.0 million related to the change in the liability association with the the Tax Receivable Agreement.
+Added: Also, included in the twenty-six weeks ended June 30, 2024 was a gain of $44.0 million related to the Good Health and R.W.
+Added: (4) Business Transformation Initiatives – This adjustment is related to consultancy, professional and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations.
In addition, gains and losses realized from the sale of distribution rights to IOs and the subsequent disposal of trucks, severance costs associated with the elimination of RSP positions, and enterprise resource planning system transition costs fall into this category.
−Removed: The Company incurred such costs of $7.4 million and $5.8 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.
+Added: The Company incurred such costs of $7.1 million and $4.5 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively;
+Added: and $14.5 million and $10.3 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
(5) Financing-Related Costs – These costs include adjustments for various items related to raising debt and equity capital or debt extinguishment costs.
−Removed: (6) Gains and Losses on Remeasurement of Warrant Liabilities - These liabilities are not expected to be settled in cash, and when exercised would result in a cash inflow to the Company with the warrants converting to Class A Common Stock with the liability being extinguished and the fair value of the warrants at the time of exercise being recorded as an increase to equity.
+Added: (6) Gains on Remeasurement of Warrant Liability - These liabilities are not expected to be settled in cash, and when exercised would result in a cash inflow to the Company with the warrants converting to Class A Common Stock with the liability being extinguished and the fair value of the warrants at the time of exercise being recorded as an increase to equity.
Liquidity and Capital Resources
11 unchanged sentences
Other material terms of the Term Loan B remain unchanged.
−Removed: 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.
−Removed: As of March 30, 2025 and December 29, 2024, $50.0 million and $0.2 million, respectively, was outstanding under the asset based lending ("ABL") facility.
+Added: 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 twenty-six weeks ended June 29, 2025.
+Added: As of June 29, 2025 and December 29, 2024, $60.7 million and $0.2 million, respectively, was outstanding under the asset based lending ("ABL") facility.
Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit and amounts borrowed.
−Removed: As of March 30, 2025 and December 29, 2024, $109.5 million and $158.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit.
−Removed: Standby letters of credit in the amount of $10.3 million have been issued as of both of March 30, 2025 and December 29, 2024.
+Added: As of June 29, 2025 and December 29, 2024, $116.3 million and $158.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit.
+Added: Standby letters of credit in the amount of $10.3 million have been issued as o f both of June 29, 2025 and December 29, 2024.
The standby letters of credit are primarily issued for insurance purposes.
2 unchanged sentences
Cash Requirements
−Removed: Our expected future payments at March 30, 2025 primarily consisted of:
+Added: Our expected future payments at June 29, 2025 primarily consisted of:
• Short-term cash requirements related primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, benefit plan obligations and lease expenses) as well as periodic expenditures for acquisitions, stockholder returns (such as dividend payments), property, plant and equipment and any significant non-operating items;
16 unchanged sentences
Contingencies .
−Removed: The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the thirteen weeks ended March 30, 2025 and March 31, 2024.
−Removed: (in thousands) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024
+Added: The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the twenty-six weeks ended June 29, 2025 and June 30, 2024.
+Added: (in millions) Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024
Net cash used in operating activities $ (3.9) $ (0.2)
1 unchanged sentence
Net cash provided by (used in) financing activities $ 73.7 $ (126.2)
−Removed: Net cash used in operating activities for the thirteen weeks ended March 30, 2025 was $20.2 million compared to $9.1 million for the thirteen weeks ended March 31, 2024, with the difference largely driven by timing related decreases in accounts payable and accrued expenses and other of $21.2 million and increases in accounts receivable of $6.6 million, partially offset by increase in cash net income of $17.2 million.
−Removed: Cash used in investing activities for the thirteen weeks ended March 30, 2025 was $40.7 million, primarily driven by purchases of property and equipment.
−Removed: This compares to the cash provided by investing activity of $158.0 million for the thirteen weeks ended March 31, 2024 primarily driven by proceeds from sale of business of $167.5 million partially offset by purchases of property and equipment.
−Removed: Net cash provided by financing activities was $67.6 million for the thirteen weeks ended March 30, 2025, primarily driven by net borrowings on line of credit, term debt and notes payable of $80.4 million, partially offset by the payment of dividends and distributions to noncontrolling interest, payments of employee stock awards tax withholdings and debt issuance costs.
−Removed: This compares to net cash used in financing activities of $154.0 million for the thirteen weeks ended March 31, 2024, which was primarily related to the pay down of debt utilizing the proceeds from the Good Health and R.W.
+Added: Net cash used in operating activities for the twenty-six weeks ended June 29, 2025 was $3.9 million compared to $0.2 million for the twenty-six weeks ended June 30, 2024, with the difference largely driven by timing related to increases in accounts receivable, net of $31.8 million, increases in inventories of $20.2 million;
+Added: partially offset by increases in accounts payable and accrued expenses and other of $46.6 million.
+Added: Cash used in investing activities for the twenty-six weeks ended June 29, 2025 was $71.3 million, primarily driven by purchases of property and equipment.
+Added: This compares to the cash provided by investing activity of $141.0 million for the twenty-six weeks ended June 30, 2024 primarily driven by proceeds from the Good Health and R.W.
+Added: Garcia Sale of $167.5 million, and from sale of property and equipment primarily related to the Berlin, PA and Fitchburg, MA manufacturing facilities See Note 2.
+Added: Divestitures.
+Added: This was partially offset by purchases of property and equipment as well as a purchase of intangibles related to an indefinite life intangible right for the use of a third-party brand name in the twenty-six weeks ended June 30, 2024.
+Added: Net cash provided by financing activities was $73.7 million for the twenty-six weeks ended June 29, 2025, primarily driven by net borrowings on line of credit, term debt and notes payable of $111.3 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock awards tax withholdings and debt issuance costs.
+Added: This compares to net cash used in financing activities of $126.2 million for the twenty-six weeks ended June 30, 2024, which was primarily related to the pay down of debt utilizing the proceeds from the Good Health and R.W.
Debt Covenants
+Added: The Company has a credit agreement with a syndicate of banks, led by Bank of America, N.A.
+Added: ("Term Loan B").
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 Company's real estate term loan, including equity interests in certain of UBH’s subsidiaries.
The credit agreements contain certain affirmative and negative covenants relating to the operations and financial condition of UBH and its subsidiaries.
−Removed: UBH and its subsidiaries were in compliance with their financial and other covenants under the credit agreements as of March 30, 2025.
+Added: UBH and its subsidiaries were in compliance with their financial and other covenants under the credit agreements as of June 29, 2025.
New Accounting Pronouncements
4 unchanged sentences
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.