Utz Brands, Inc. 10-Q

Item 1. FINANCIAL STATEMENTS Utz Brands, Inc. CONSOLIDATED BALANCE SHEETS June 29, 2025 and December 29, 2024 (In millions, except share information) As of June 29, 2025 As of December 29, 2024 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 54.6 $ 56.1 Accounts receivable, less allowance of $ 3.6 and $ 3.3 , respectively 161.3 119.9 Inventories 125.5 101.4 Prepaid expenses and other assets 44.0 35.3 Current portion of notes receivable 5.1 4.6 Total current assets 390.5 317.3 Non-current Assets Property, plant and equipment, net 389.7 345.2 Goodwill 870.7 870.7 Intangible assets, net 983.0 996.5 Non-current portion of notes receivable 11.5 9.2 Other assets 191.9 189.5 Total non-current assets 2,446.8 2,411.1 Total assets $ 2,837.3 $ 2,728.4 LIABILITIES AND EQUITY Current Liabilities Current portion of term debt $ 23.2 $ 16.1 Current portion of other notes payable 7.0 6.9 Accounts payable 188.5 151.0 Accrued expenses and other 75.1 78.3 Current portion of warrant liability 9.5 33.0 Total current liabilities 303.3 285.3 Non-current portion of term debt and revolving credit facility 842.7 752.5 Non-current portion of other notes payable 16.8 15.0 Non-current accrued expenses and other 174.0 164.2 Deferred tax liability 122.6 123.7 Total non-current liabilities 1,156.1 1,055.4 Total liabilities 1,459.4 1,340.7 Commitments and Contingencies Equity Shares of Class A Common Stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 86,145,254 and 83,537,542 shares issued and outstanding as of June 29, 2025 and December 29, 2024, respectively — — Shares of Class V Common Stock, $ 0.0001 par value; 61,249,000 shares authorized; 55,349,000 and 57,349,000 shares issued and outstanding as of June 29, 2025 and December 29, 2024, respectively — — Additional paid-in capital 1,017.2 988.5 Accumulated deficit ( 298.4 ) ( 304.7 ) Accumulated other comprehensive income 12.4 18.6 Total stockholders' equity 731.2 702.4 Noncontrolling interest 646.7 685.3 Total equity 1,377.9 1,387.7 Total liabilities and equity $ 2,837.3 $ 2,728.4 The accompanying notes are an integral part of these consolidated financial statements. 1 Utz Brands, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the thirteen weeks ended June 29, 2025 and June 30, 2024 (In millions, except share information) (Unaudited) 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 Cost of goods sold 239.9 231.5 473.8 458.4 Gross profit 126.8 124.7 245.0 244.3 Selling, distribution, and administrative expenses Selling and distribution 85.8 73.8 163.1 147.4 Administrative 33.7 30.8 69.6 66.6 Total selling, distribution, and administrative expenses 119.5 104.6 232.7 214.0 (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 Other income (loss), net Gain on sale of business — — — 44.0 Interest expense ( 11.4 ) ( 10.2 ) ( 22.9 ) ( 24.0 ) Loss on debt extinguishment — ( 1.3 ) ( 0.5 ) ( 1.3 ) Other (loss) income ( 0.6 ) 0.2 ( 0.2 ) 1.0 Gain on remeasurement of warrant liability 12.5 12.9 23.5 1.1 Other income (loss), net 0.5 1.6 ( 0.1 ) 20.8 Income before taxes 6.9 24.1 12.0 53.0 Income tax (benefit) expense ( 3.2 ) ( 1.3 ) ( 3.8 ) 25.2 Net income 10.1 25.4 15.8 27.8 Net loss (income) attributable to noncontrolling interest 0.4 ( 5.6 ) 2.2 ( 12.0 ) Net income (loss) attributable to controlling interest $ 10.5 $ 19.8 $ 18.0 $ 15.8 Income per Class A Common stock: (in dollars) Basic $ 0.12 $ 0.24 $ 0.21 $ 0.19 Diluted $ 0.12 $ 0.23 $ 0.21 $ 0.19 Weighted-average shares of Class A Common stock outstanding Basic 86,118,292 81,457,014 85,919,842 81,423,240 Diluted 87,679,440 84,954,412 87,604,543 84,762,662 Net income $ 10.1 $ 25.4 $ 15.8 $ 27.8 Other comprehensive (loss) income: Change in fair value of interest rate swap ( 3.8 ) ( 2.2 ) ( 10.2 ) 2.5 Comprehensive income 6.3 23.2 5.6 30.3 Net comprehensive loss (income) attributable to noncontrolling interest 1.9 ( 4.6 ) 6.2 ( 13.0 ) Net comprehensive income attributable to controlling interest $ 8.2 $ 18.6 $ 11.8 $ 17.3 The accompanying notes are an integral part of these consolidated financial statements. 2 Utz Brands, Inc. CONSOLIDATED STATEMENTS OF EQUITY For the thirteen weeks ended June 29, 2025 and June 30, 2024 (In millions, except share information) (Unaudited) Class A Common Stock Class V Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' Equity Non-controlling Interest Total Equity Shares Amount Shares Amount Balance at December 31, 2023 81,187,977 $ — 59,349,000 $ — $ 944.6 $ ( 298.0 ) $ 23.0 $ 669.6 $ 714.2 $ 1,383.8 Share-based compensation 218,850 — — 3.9 — — 3.9 — 3.9 Payments of tax withholding requirements for employee stock awards — — ( 1.4 ) — — ( 1.4 ) — ( 1.4 ) Deferred tax impact from divestiture — — 3.0 — — 3.0 2.1 5.1 Net (loss) income — — — ( 4.0 ) — ( 4.0 ) 6.4 2.4 Cash dividends declared — — — ( 4.8 ) — ( 4.8 ) — ( 4.8 ) Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 ) Other comprehensive income — — — — 2.7 2.7 2.0 4.7 Balance at March 31, 2024 81,406,827 $ — 59,349,000 $ — $ 950.1 $ ( 306.8 ) $ 25.7 $ 669.0 $ 721.2 $ 1,390.2 Share-based compensation 123,295 — — 5.3 — — 5.3 — 5.3 Deferred tax impact from divestiture — — ( 0.1 ) — — ( 0.1 ) — ( 0.1 ) Net income — — — 19.8 — 19.8 5.6 25.4 Cash dividends declared — — — ( 4.9 ) — ( 4.9 ) — ( 4.9 ) Special excess cash dividend — — — ( 1.8 ) — ( 1.8 ) — ( 1.8 ) Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 ) Tax distribution — — — — — — ( 2.6 ) ( 2.6 ) Other comprehensive loss — — — — ( 1.2 ) ( 1.2 ) ( 1.0 ) ( 2.2 ) Balance at June 30, 2024 81,530,122 $ — 59,349,000 $ — $ 955.3 $ ( 293.7 ) $ 24.5 $ 686.1 $ 719.7 $ 1,405.8 Balance at December 29, 2024 83,537,542 $ — 57,349,000 $ — $ 988.5 $ ( 304.7 ) $ 18.6 $ 702.4 $ 685.3 $ 1,387.7 Share-based compensation 524,211 — — 4.3 — — 4.3 — 4.3 Class V to Class A Exchange 2,000,000 — ( 2,000,000 ) — 23.9 — — 23.9 ( 23.9 ) — Payments of tax withholding requirements for employee stock awards — — ( 2.2 ) — — ( 2.2 ) — ( 2.2 ) Net income (loss) — — — 7.5 — 7.5 ( 1.8 ) 5.7 Cash dividends declared — — — ( 5.6 ) — ( 5.6 ) — ( 5.6 ) 3 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 Special excess cash dividend declared — — — ( 0.9 ) — ( 0.9 ) — ( 0.9 ) Distribution to noncontrolling interest — — — — — — ( 3.4 ) ( 3.4 ) Tax distribution — — — — — — ( 1.6 ) ( 1.6 ) Other comprehensive loss — — — — ( 3.9 ) ( 3.9 ) ( 2.5 ) ( 6.4 ) Balance at March 30, 2025 86,061,753 $ — 55,349,000 $ — $ 1,014.5 $ ( 303.7 ) $ 14.7 $ 725.5 $ 652.1 $ 1,377.6 Share-based compensation 83,501 — — 2.7 — — 2.7 — 2.7 Net income (loss) — — — 10.5 — 10.5 ( 0.4 ) 10.1 Cash dividends declared — — — ( 5.2 ) — ( 5.2 ) — ( 5.2 ) Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 ) Other comprehensive loss — — — — ( 2.3 ) ( 2.3 ) ( 1.5 ) ( 3.8 ) Balance at June 29, 2025 86,145,254 $ — 55,349,000 $ — $ 1,017.2 $ ( 298.4 ) $ 12.4 $ 731.2 $ 646.7 $ 1,377.9 The accompanying notes are an integral part of these consolidated financial statements. 4 Utz Brands, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS For the thirteen weeks ended June 29, 2025 and June 30, 2024 (In millions) (Unaudited) Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024 Cash flows from operating activities Net income $ 15.8 $ 27.8 Adjustments to reconcile net income to net cash used in operating activities: Impairment and other charges 0.6 — Depreciation and amortization 40.0 35.9 Gain on sale of business — ( 44.0 ) Gain on remeasurement of warrant liability ( 23.5 ) ( 1.1 ) Loss (gain) on sale of assets 0.2 ( 1.9 ) Loss on debt extinguishment 0.5 1.3 Share-based compensation 7.0 9.2 Deferred taxes ( 1.1 ) 6.4 Deferred financing costs 0.7 2.5 Changes in assets and liabilities: Accounts receivable, net ( 41.4 ) ( 9.6 ) Inventories ( 24.2 ) ( 4.0 ) Prepaid expenses and other assets ( 17.5 ) ( 15.1 ) Accounts payable and accrued expenses and other 39.0 ( 7.6 ) Net cash used in operating activities ( 3.9 ) ( 0.2 ) Cash flows from investing activities Purchases of property and equipment ( 65.7 ) ( 37.8 ) Purchases of intangibles — ( 9.2 ) Proceeds from sale of property and equipment 0.8 24.1 Proceeds from sale of business — 167.5 Proceeds from sale of routes 11.7 13.7 Proceeds from the sale of IO notes 3.9 1.5 Notes receivable ( 22.0 ) ( 18.8 ) Net cash (used in) provided by investing activities ( 71.3 ) 141.0 Cash flows from financing activities Borrowings on line of credit 135.0 92.0 Repayments on line of credit ( 74.5 ) ( 47.2 ) Borrowings on term debt and notes payable 50.8 16.6 Repayments on term debt and notes payable ( 13.6 ) ( 166.6 ) Payment of debt issuance cost ( 1.7 ) ( 0.7 ) Payments of tax withholding requirements for employee stock awards ( 2.2 ) ( 1.4 ) Dividends paid ( 11.6 ) ( 9.4 ) Distribution to noncontrolling interest ( 8.5 ) ( 9.5 ) Net cash provided by (used in) financing activities 73.7 ( 126.2 ) Net (decrease) increase in cash and cash equivalents ( 1.5 ) 14.6 Cash and cash equivalents at beginning of period 56.1 52.0 Cash and cash equivalents at end of period $ 54.6 $ 66.6 The accompanying notes are an integral part of these consolidated financial statements. 5 Utz Brands, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI") and its wholly owned subsidiaries (collectively, the “Company”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). They do not include all information and notes required by U.S. GAAP for annual financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s financial statements for the year ended December 29, 2024. The balance sheet as of December 29, 2024 has been derived from the audited consolidated financial statements as of and for the year ended December 29, 2024. In the opinion of management, such financial information reflects all normal and recurring adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with U.S. GAAP. Operating results for the interim period are not necessarily indicative of the results that may be expected for any future period or for the full year. The consolidated interim financial statements, including the Company's significant accounting policies, should be read in conjunction with the audited financial statements and notes thereto for the year ended December 29, 2024. All intercompany transactions and balances have been eliminated in consolidation. 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. These revenue contracts generally have a single performance obligation. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product and other costs, some of which are recorded in Selling and distribution in the Consolidated Statements of Operations and Comprehensive Income (Loss). Amounts billed and due from customers are classified as accounts receivables and require payment on a short-term basis and, therefore, the Company does not have any significant financing components. The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Applicable shipping and handling costs are included in customer billing and are recorded as revenue as the products’ control is transferred to customers. The Company assesses the goods promised in customer purchase orders and identifies a performance obligation for each promise to transfer a good that is distinct. The Company offers various forms of trade promotions, and the methodologies for determining these promotions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. The Company’s promotional activities are conducted either through retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade customer or consumer. These estimates are made using various techniques which will include the use of historical data on performance of similar promotional programs. The Company has reserves in place of $ 14.6 million as of June 29, 2025, which included adjustments taken by customers of $ 13.1 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. 6 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. This 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 this 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. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted, and can be applied on either a prospective or retroactive basis. The Company is currently evaluating this ASU to determine its impact on the Company's income tax disclosures. 2. DIVESTITURES On February 5, 2024, the Company sold certain assets and brands to affiliates of Our Home™, an operating company of Better-for-You brands (“Our Home”). Under the agreement, affiliates of Our Home purchased the Good Health and R.W. Garcia brands, the Lincolnton, NC and Lititz, PA manufacturing facilities and certain related assets and assumed the Company’s Las Vegas, NV facility lease and manufacturing operations (the "Good Health and R.W. Garcia Sale") for $ 167.5 million, subject to customary adjustments. The following table summarizes the net assets and liabilities included in the Good Health and R.W. Garcia Sale on February 5, 2024: (in millions) Property, plant, and equipment, net $ 27.5 Goodwill 44.6 Intangible assets, net 44.3 Net working capital adjustments 7.1 Net assets sold $ 123.5 The Company recognized a gain on the Good Health and R.W. Garcia Sale of $ 44.0 million. The gain on the Good Health and R.W. Garcia Sale is recognized as Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the twenty-six weeks ended June 30, 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 Company and Our Home were operating under transition services agreements related to each of the Good Health and R.W. Garcia Sale and the Manufacturing Facilities Sale, which expired during the first half of 2025. 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. Certain Good Health products continue to be distributed and sold on the Company's DSD network for Our Home pursuant to a distribution agreement. The Company received approximately $ 18.7 million in advance from Our Home for certain terms under these agreements, which the Company recognized through income from operations over the terms of the transition services and co-manufacturing agreements. 7 3. INVENTORIES Inventories consisted of the following: (in millions) As of June 29, 2025 As of December 29, 2024 Finished goods $ 86.2 $ 67.0 Raw materials 31.4 27.1 Maintenance parts 7.9 7.3 Total inventories $ 125.5 $ 101.4 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, consisted of the following: (in millions) As of June 29, 2025 As of December 29, 2024 Land $ 25.8 $ 25.9 Buildings 136.4 113.2 Machinery and equipment 303.9 215.5 Land improvements 2.7 2.7 Building improvements 3.4 2.8 Construction-in-progress 58.5 107.4 530.7 467.5 Less: accumulated depreciation ( 141.0 ) ( 122.3 ) Property, plant and equipment, net $ 389.7 $ 345.2 Depreciation expense was $ 11.9 million and $ 8.2 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 21.3 million and $ 17.0 million for the twenty-six weeks ended June 29, 2025 and June 30, 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). 8 5. GOODWILL AND INTANGIBLE ASSETS, NET A roll-forward of goodwill is as follows: (in millions) Balance as of December 29, 2024 $ 870.7 Balance as of June 29, 2025 $ 870.7 Intangible assets, net, consisted of the following: (in millions) As of June 29, 2025 As of December 29, 2024 Subject to amortization: Distributor/customer relationships $ 647.7 $ 647.7 Trademarks 59.9 59.9 Amortizable assets, gross 707.6 707.6 Accumulated amortization ( 169.9 ) ( 151.8 ) Amortizable assets, net 537.7 555.8 Not subject to amortization: Trade names 428.7 428.7 Route assets 16.6 12.0 Intangible assets, net $ 983.0 $ 996.5 Amortization of distributor/customer relationships, technology and trade names amounted to $ 9.0 million and $ 9.0 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 18.0 million and $ 18.3 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively. The expense related to the amortization of intangibles is included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). 6. NOTES RECEIVABLE 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 June 29, 2025 and December 29, 2024 totaled $ 16.6 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. See Note 10. Contingencies. 9 7. ACCRUED EXPENSES AND OTHER Current accrued expenses and other consisted of the following: (in millions) As of June 29, 2025 As of December 29, 2024 Accrued compensation and benefits $ 14.0 $ 24.3 Accrued Federal income tax payable 4.5 — Operating right of use liability 18.6 17.3 Insurance liabilities 6.5 6.8 Tax Receivable Agreement liability 4.6 0.1 Accrued freight and manufacturing related costs 2.6 4.0 Accrued dividends and distributions 8.6 8.6 Accrued interest 3.4 11.1 Deferred transition services and other fees (a) — 2.0 Other accrued expenses 12.3 4.1 Total accrued expenses and other $ 75.1 $ 78.3 (a) See Note 2. Divestitures , for further discussion. Non-current accrued expenses and other consisted of the following: (in millions) As of June 29, 2025 As of December 29, 2024 Operating right of use liability $ 144.9 $ 133.0 Tax Receivable Agreement liability 20.9 24.3 Supplemental retirement and salary continuation plans 7.2 6.9 Long-term portion of an interest rate hedge liability 1.0 — Total accrued expenses and other $ 174.0 $ 164.2 8. TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE Term Debt and Revolving Credit Facility The Company has a credit agreement with a syndicate of banks, led by Bank of America, N.A. ("Term Loan B"). 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 twenty-six weeks ended June 29, 2025. Term debt and revolving credit facilities consisted of the following: Debt (in millions ) Original Principal Balance Maturity Date As of June 29, 2025 As of December 29, 2024 Term Loan B $ 795.0 January-32 $ 630.3 $ 630.3 Real Estate Term Loan (1) $ 88.1 October-32 58.4 59.6 Equipment loans (2) $ 157.4 122.0 83.5 Asset based lending (“ABL”) facility October-27 60.7 0.2 Net impact of debt issuance costs and original issue discount ( 5.5 ) ( 5.0 ) Total long-term debt 865.9 768.6 Less: current portion ( 23.2 ) ( 16.1 ) Long term portion of term debt and financing obligations $ 842.7 $ 752.5 10 (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 June 2026 to July 2030. Other Notes Payable and Finance Leases Amounts outstanding under notes payable and finance leases consisted of the following: (in millions) As of June 29, 2025 As of December 29, 2024 Note payable – IO notes $ 14.3 $ 12.1 Finance lease obligations 9.5 9.7 Other — 0.1 Total notes payable 23.8 21.9 Less: current portion ( 7.0 ) ( 6.9 ) Long term portion of notes payable $ 16.8 $ 15.0 Interest Expense Interest expense consisted of the following: (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 Company’s long-term debt $ 10.9 $ 9.2 $ 21.8 $ 21.0 Amortization of deferred financing fees 0.3 0.7 0.7 2.5 IO loans 0.2 0.3 0.4 0.5 Total interest $ 11.4 $ 10.2 $ 22.9 $ 24.0 9. DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE Derivative Financial Instruments The Company uses interest rate swaps to manage its interest rate exposure on its Term Loan B and its Real Estate Term Loan. The interest rate swaps are recorded in the Company’s Consolidated Balance Sheets at fair value. See Note 8. Term Debt, Revolving Credit Facility, and Other Notes Payable . Warrant Liabilities As of each of June 29, 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 thirteen weeks ended June 29, 2025 is as follows: (in millions) Fair value of warrant liabilities as of December 29, 2024 $ 33.0 Gain on remeasurement of warrant liability ( 11.0 ) Fair value of warrant liabilities as of March 30, 2025 $ 22.0 Gain on remeasurement of warrant liability ( 12.5 ) Fair value of warrant liabilities as of June 29, 2025 $ 9.5 11 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 $ 90.2 million as of June 29, 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 gains totaling $ 1.1 million and $ 0.1 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 1.7 million and $ 0.9 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively. Fair Value 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 June 29, 2025: (in millions) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 54.6 $ — $ — $ 54.6 Commodity contracts — 1.6 — 1.6 Interest rate swaps — 14.9 — 14.9 Total assets $ 54.6 $ 16.5 $ — $ 71.1 Liabilities: Commodity contracts $ — $ 0.1 $ — $ 0.1 Interest rate swaps — 1.0 — 1.0 Warrants — 9.5 — 9.5 Debt — 865.9 — 865.9 Total liabilities $ — $ 876.6 $ — $ 876.6 The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of December 29, 2024: (in millions) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 56.1 $ — $ — $ 56.1 Commodity contracts — 0.1 — 0.1 Interest rate swaps — 25.0 — 25.0 Total assets $ 56.1 $ 25.1 $ — $ 81.2 Liabilities: Commodity contracts $ — $ 1.4 $ — $ 1.4 Warrants — 33.0 — 33.0 Debt — 768.6 — 768.6 Total liabilities $ — $ 803.0 $ — $ 803.0 10. CONTINGENCIES Litigation Matters 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. Guarantees The Company partially guarantees loans made to IOs by Bank of America for the purchase of routes. The outstanding balance of loans guaranteed that were issued by Bank of America was $ 63.9 million and $ 63.5 million at June 29, 2025 and December 29, 2024, respectively, which loans are accounted for as off balance sheet arrangements. As discussed in Note 6. 12 Notes Receivable , the Company also sold notes receivable on its books to Bank of America during fiscal years 2025 and 2024, which the Company partially guarantees. The outstanding balance of notes purchased by Bank of America at June 29, 2025 and December 29, 2024 was $ 12.8 million and $ 11.7 million, respectively. Due to the structure of the transactions, the sales did not qualify for sale accounting treatment, and as such the Company records the notes payable obligation owed by the IOs to the financial institution on its Consolidated Balance Sheets; the corresponding notes receivable also remain in the Company’s Consolidated Balance Sheets. The maximum amount of future payments the Company could be required to make under these guarantees equates to 25 % of the outstanding loan balance on the first day of each calendar year plus 25 % of the amount of any new loans issued during such calendar year. Additionally, the Company guarantees loans for the purchase of routes made by two other banks. The outstanding balance of these loans was $ 1.0 million and $ 1.5 million at June 29, 2025 and December 29, 2024, respectively, of which $ 0.0 million and $ 1.3 million was included in the Company's Consolidated Balance Sheets at June 29, 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. All of the above IO loans are collateralized by the routes for which the loans are made. Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default. 11. SUPPLEMENTARY CASH FLOW INFORMATION (in millions) Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024 Cash paid for interest $ 28.9 $ 34.5 Refunds related to income taxes $ 0.2 $ 0.2 Payments for income taxes $ 1.8 $ 25.6 Non-cash finance lease additions $ 1.4 $ 2.3 Non-cash operating lease additions $ 15.3 $ 8.3 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. 12. INCOME TAXES The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of 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. Instead, UBH taxable income or loss is passed through to its members, including UBI. Despite its partnership treatment, UBH is liable for income taxes in those states that do not recognize its pass-through status and for certain of its subsidiaries that are not taxed as pass-through entities. The Company has acquired various domestic entities taxed as corporations, which are now wholly owned by us or our subsidiaries. Where required or allowed, these subsidiaries also file and pay taxes as a consolidated group for federal and state income tax purposes. The Company anticipates this structure to remain in existence for the foreseeable future. The Company recorded income tax benefit of $ 3.2 million and $ 3.8 million for the thirteen and twenty-six weeks ended June 29, 2025, respectively. Comparably, the Company recorded income tax benefit of $ 1.3 million and expense of $ 25.2 million for the thirteen and twenty-six weeks ended June 30, 2024, respectively. The effective tax rates for the thirteen and twenty-six weeks ended June 29, 2025 were ( 46.4 )% and ( 31.7 )%, respectively. Comparably, the effective tax rates for the thirteen and twenty-six weeks ended June 30, 2024 were ( 5.4 )% and 47.5 %, 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 rates for the thirteen and twenty-six weeks ended June 29, 2025 are 62.2 % and 43.8 %, respectively before consideration of any discrete items. During the thirteen and twenty-six weeks ended June 29, 2025, the effective tax rate was impacted by statutory state tax rate changes, which resulted in a discrete tax benefit of $ 0.3 million and expense of $ 0.8 million, respectively. 13 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 June 29, 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. The Company determined that there is uncertainty regarding the utilization of certain DTAs such as the investment in UBH, federal operating losses subject to annual limitations due to “change in ownership” provisions, and state net operating losses where the Company does not expect to continue to have nexus. Therefore, a valuation allowance has been recorded against the DTAs for which it is more likely than not they will not be realized. The Company has DTAs related to its investment in UBH that are expected to be realized in the ordinary course of operations or generate future net operating losses for which a portion will have an indefinite carryforward period. Additionally, the Company has deferred tax liabilities (“DTLs”) related to its investment in UBH that will not reverse in the ordinary course of business and will only reverse when UBH is sold or liquidated. The Company has no intention of disposing of or liquidating UBH and therefore has not considered the indefinite lived DTL as a source of income to offset other DTAs. In weighing positive and negative evidence, both objective and subjective, including its twelve-quarter cumulative loss, the Company has recorded a valuation allowance against its DTAs related to net operating losses and deductible book/tax differences and recorded a DTL primarily related to the book over tax basis in the investment in UBH that will not reverse in the ordinary course of business. The Company considered that an indefinite lived DTL may be considered as a source of taxable income for an indefinite lived DTA; however, given our indefinite lived DTL will only reverse upon sale or liquidation, the Company determined that it was more appropriate to record a valuation allowance against a portion of its DTAs. 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 June 29, 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 June 29, 2025 or December 29, 2024. See Note 14. 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 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 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. The Company entered into the Tax Receivable Agreement in connection with our business combination in 2020 (the “Tax Receivable Agreement” or “TRA”), which provides for the payment by the Company to Noncontrolling Interest Holders of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the business combination and any future exchanges by Noncontrolling Interest Holders of shares of Class V Common Stock for shares of Class A Common Stock; (ii) tax basis increases attributable to payments made under the TRA; and (iii) tax amortization deductions attributable to the acquisition of Kennedy Endeavors and the election to treat the transaction as an asset deal for tax purposes. The 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. 14 As of June 29, 2025 and December 29, 2024, the Company had a liability of $ 25.5 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. 13. SEGMENT DATA The Company operates in one reportable segment: the manufacturing, distribution, marketing and sale of snack food products. The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker ("CODM”) in order to assess performance and allocate resources. The CODM is the Chief Executive Officer of the Company. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. The CODM uses segment income/loss to evaluate income generated from the segment in deciding whether to reinvest profits into the segment or alternatives such as for acquisitions or to pay dividends, and to monitor budget versus actual results. (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 Materials 158.0 161.9 317.6 321.2 Conversion costs (a) 51.5 48.3 96.6 95.6 Other cost of goods sold (b) 30.4 21.3 59.6 41.6 Gross profit 126.8 124.7 245.0 244.3 Delivery (c) 20.0 20.6 43.5 42.4 Marketing (d) 8.4 5.8 13.0 9.3 Selling expenses (e) 57.4 47.4 106.6 95.7 Administrative expenses (f) 33.7 30.8 69.6 66.6 Total selling, distribution, and administrative expenses 119.5 104.6 232.7 214.0 (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 Gain on sale of business — — — 44.0 Interest expense ( 11.4 ) ( 10.2 ) ( 22.9 ) ( 24.0 ) Loss on debt extinguishment — ( 1.3 ) ( 0.5 ) ( 1.3 ) Other (loss) income ( 0.6 ) 0.2 ( 0.2 ) 1.0 Gain on remeasurement of warrant liability 12.5 12.9 23.5 1.1 Other income (loss), net 0.5 1.6 ( 0.1 ) 20.8 Income before income taxes 6.9 24.1 12.0 53.0 Income tax (benefit) expense ( 3.2 ) ( 1.3 ) ( 3.8 ) 25.2 Net income $ 10.1 $ 25.4 $ 15.8 $ 27.8 (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 and 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. 15 (e) Selling expenses include non-administrative 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 . 14. EQUITY 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. 15. 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 income per share: (in millions, except share data) 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 Numerator: Net income attributable to common stockholders $ 10.5 $ 19.8 $ 18.0 $ 15.8 Denominator: Weighted average Class A Common Stock shares, basic 86,118,292 81,457,014 85,919,842 81,423,240 Dilutive securities included in diluted earnings per share calculation: Warrants 882,524 2,600,077 1,046,428 2,574,638 RSUs 433,902 539,622 410,450 436,799 PSUs 244,722 305,818 227,426 285,102 Stock options — 51,881 397 42,883 Total dilutive weighted average shares 87,679,440 84,954,412 87,604,543 84,762,662 Basic income per share $ 0.12 $ 0.24 $ 0.21 $ 0.19 Diluted income per share $ 0.12 $ 0.23 $ 0.21 $ 0.19 Weighted average Class V Common Stock not subject to earnings per share calculation 55,349,000 59,349,000 55,502,846 59,349,000 Net (loss) income attributable to noncontrolling interest $ ( 0.4 ) $ 5.6 $ ( 2.2 ) $ 12.0 The diluted earnings per share computation excludes the effect of certain Warrants and certain 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 June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024 RSUs 382,588 81,751 331,538 396,959 PSUs 435,156 214,995 418,315 180,233 Stock options 649,930 — 633,007 — 16 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 June 29, 2025 and December 29, 2024, the Noncontrolling Interest Holders 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. 16. SUBSEQUENT EVENTS On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”). 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. The Company is currently evaluating the potential effects of the OBBBA on its consolidated financial statements. 17