Utz Brands (NYSE: UTZ) posts Q2 growth and agrees $14.25 cash take-private deal
Rhea-AI Filing Summary
Utz Brands, Inc. reported second-quarter 2026 Net Sales of $371.8 million, up 1.4% from the prior-year quarter, with Organic Net Sales also up 1.4%. Growth reflected a 3.6% favorable net price realization and a (2.2)% decline in volume/mix; excluding prior-year Bonus Packs, price increased 3.0% and volume/mix decreased 1.6%. Branded Salty Snacks Organic Net Sales, representing 89% of total Net Sales, rose 3.3%, while Non-Branded & Non-Salty Snacks Organic Net Sales declined 12.1% due mainly to accelerated elimination of low-margin items.
Gross Profit Margin was 25.9%, down 10 bps, but Adjusted Gross Profit Margin expanded to 33.2% from 31.7% on productivity savings. SG&A was $101.3 million or 27.2% of Net Sales; Adjusted SG&A was $67.9 million or 18.3%. The company recorded a Net Loss of $16.0 million versus Net Income of $10.1 million a year earlier, when results included a $12.5 million gain from remeasurement of a warrant liability. Adjusted Net Income increased 14.8% to $27.1 million, and Adjusted EPS rose 11.8% to $0.19. EBITDA declined 55.5% to $17.4 million, while Adjusted EBITDA grew 14.4% to $55.7 million, a 15.0% margin.
As of June 28, 2026, Utz had total liquidity of $212.7 million, Net Debt of $791.0 million, and a Net Leverage Ratio of 3.5x based on trailing twelve months Adjusted EBITDA of $226.3 million. For the first half of 2026, cash flow used in operations was $(0.5) million, capital expenditures were $27.4 million, and Adjusted Free Cash Flow was $(26.6) million.
On July 20, 2026, Utz entered into a definitive agreement under which Intersnack Group subsidiaries will acquire all outstanding shares of Utz Class A Common Stock for $14.25 per share in cash. After closing, Utz is expected to become a private company owned 50% by the Rice and Lissette Family Entities and 50% by Intersnack Group. Closing is expected in the fourth quarter of 2026, subject to closing conditions. In light of the pending transaction, Utz is not providing 2026 outlook and will not host an earnings conference call.
Positive
- Utz agreed to be acquired in an all-cash transaction at $14.25 per share for all outstanding Class A Common Stock, providing a clear valuation for current stockholders.
- Second-quarter Adjusted EBITDA increased 14.4% to $55.7 million, with Adjusted EBITDA Margin improving to 15.0% from 13.3%.
- Adjusted Net Income rose 14.8% to $27.1 million and Adjusted EPS grew 11.8% to $0.19, indicating stronger underlying earnings versus the prior-year quarter.
- The Net Leverage Ratio improved by 0.6x year-over-year to 3.5x, supported by trailing twelve months Adjusted EBITDA of $226.3 million.
Negative
- Utz reported a quarterly Net Loss of $16.0 million, versus Net Income of $10.1 million in the prior-year period.
- Reported second-quarter EBITDA fell 55.5% to $17.4 million, reflecting significantly weaker GAAP earnings versus a year earlier.
- Adjusted Free Cash Flow remained negative at $(0.7) million for the quarter and $(26.6) million for the first half of 2026.
- Non-Branded & Non-Salty Snacks Organic Net Sales declined 12.1% in the quarter, driven primarily by accelerated elimination of low-margin items.
Filing Explained
The pending take-private transaction is not completed; June 28 liquidity was $58.6 million cash plus $154.1 million of revolving-credit availability.
As of
The filing states that adjusted measures are non-GAAP supplements rather than replacements for GAAP results and may exclude items significant to understanding performance, liquidity, or profitability.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Net Sales Q2 2026: 371.8 million
Adjusted EBITDA Q2 2026: 55.7 million
Net (Loss) Income Q2 2026: (16.0) million
+5 more
8 metrics
Net Sales Q2 2026
371.8 million
Net Sales for the thirteen weeks ended June 28, 2026, up 1.4% versus Q2 2025
Adjusted EBITDA Q2 2026
55.7 million
Adjusted EBITDA for Q2 2026, up 14.4% year-over-year with a 15.0% margin
Net (Loss) Income Q2 2026
(16.0) million
Net loss for Q2 2026 compared with $10.1 million net income in Q2 2025
Take-private price per share
14.25 per share
Cash consideration Intersnack Group subsidiaries agreed to pay for each Utz Class A share
Total liquidity
212.7 million
Cash on hand of $58.6 million plus $154.1 million available under the revolver as of June 28, 2026
Net Debt and Leverage
791.0 million
Net Debt as of June 28, 2026, with a Net Leverage Ratio of 3.5x based on TTM Adjusted EBITDA of $226.3 million
Adjusted EPS Q2 2026
0.19
Adjusted Earnings Per Share for Q2 2026, up 11.8% from $0.17 in the prior-year quarter
Adjusted Free Cash Flow H1 2026
(26.6) million
Adjusted Free Cash Flow for the twenty-six weeks ended June 28, 2026
Key Terms
Adjusted EBITDA, Net Leverage Ratio, supply chain transformation, corporate transformation, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA increased 14.4% to $55.7 million, or 15.0% as a percentage of Net Sales"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Net Leverage Ratio financial
"Net debt of $791.0 million resulting in a Net Leverage Ratio of 3.5x"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
supply chain transformation financial
"The Company is now presenting the associated charges and gains within the categories supply chain transformation"
corporate transformation financial
"The Company is now presenting the associated charges and gains within the categories supply chain transformation and corporate transformation"
Effective Normalized Tax Rate financial
"Effective Normalized Tax Rate is defined as normalized GAAP basis tax expense"
Earnings Snapshot
Net Sales Q2 2026: $371.8 million · Guidance included
thirteen and twenty-six weeks ended June 28, 2026
Net Sales Q2 2026
$371.8 million
up 1.4% versus the second quarter of 2025
Adjusted EBITDA Q2 2026
$55.7 million
up 14.4% versus $48.7 million in the second quarter of 2025
Net (Loss) Income Q2 2026
$(16.0) million
down from $10.1 million Net Income in the second quarter of 2025
Adjusted EPS Q2 2026
$0.19
up 11.8% versus $0.17 in the second quarter of 2025
Guidance
Forward-looking guidance for 2026 is not being updated due to the pending take private transaction with Intersnack Group.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Utz Brands (UTZ) key financial results for Q2 2026?
Utz reported Q2 2026 Net Sales of $371.8 million, up 1.4% year-over-year, with Gross Profit of $96.2 million. The company recorded a Net Loss of $16.0 million but delivered $55.7 million in Adjusted EBITDA and $27.1 million in Adjusted Net Income.
What are the terms of the Intersnack take-private deal for Utz Brands (UTZ)?
Certain Intersnack Group subsidiaries agreed to acquire all outstanding Utz Class A Common Stock for $14.25 per share in cash. After closing, Utz will be privately held 50% by the Rice and Lissette Family Entities and 50% by Intersnack, with closing expected in Q4 2026, subject to conditions.
How did Utz Brands (UTZ) Adjusted EBITDA and margins change in Q2 2026?
Adjusted EBITDA increased 14.4% to $55.7 million in Q2 2026, with Adjusted EBITDA Margin rising to 15.0% from 13.3% a year earlier. The improvement was driven by Adjusted Gross Profit Margin expansion, which more than offset higher Adjusted SG&A expenses.
What was Utz Brands (UTZ) organic sales performance in Q2 2026?
Organic Net Sales grew 1.4% year-over-year in Q2 2026. Branded Salty Snacks Organic Net Sales, representing 89% of total Net Sales, increased 3.3%, while Non-Branded & Non-Salty Snacks Organic Net Sales decreased 12.1%, mainly due to eliminating low-margin items.
What is Utz Brands (UTZ) current leverage and liquidity position?
As of June 28, 2026, Utz reported total liquidity of $212.7 million, including $58.6 million of cash and $154.1 million available on its revolver. Net Debt was $791.0 million, resulting in a Net Leverage Ratio of 3.5x based on trailing twelve months Adjusted EBITDA of $226.3 million.
Is Utz Brands (UTZ) providing 2026 guidance or holding an earnings call?
Utz is not providing forward-looking guidance for 2026 and will not host a quarterly earnings conference call. The company cites the pending take-private transaction with Intersnack Group as the reason for suspending its usual outlook and investor call.
How are Utz Brands (UTZ) cash flow and capital spending trending in 2026?
For the first half of 2026, Utz reported cash flow used in operations of $(0.5) million, capital expenditures of $27.4 million, and Adjusted Free Cash Flow of $(26.6) million. The company also paid $18.8 million in dividends and distributions over the same period.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 5, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (717 ) 637-6644
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | UTZ | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 5, 2026, Utz Brands, Inc. (NYSE: UTZ) (the “Company”) announced via press release the Company’s financial results for the fiscal quarter ended June 28, 2026. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.02. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
99.1 | Utz Brands, Inc. Press Release (dated August 5, 2026) | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Utz Brands, Inc.
Date: August 5, 2026
By: /s/ William J. Kelley Jr.
Name: William J. Kelley Jr.
Title: Executive Vice President,
Chief Financial Officer
Utz Brands Reports Second Quarter 2026 Results
Company Recently Announced Agreement to Take Utz Private
Hanover, PA – August 5, 2026 – Utz Brands, Inc. (NYSE: UTZ) (“Utz” or the “Company”), a leading U.S. manufacturer of branded Salty Snacks and a small-cap growth and value Staples equity, today reported financial results for the Company’s second fiscal quarter ended June 28, 2026.
2Q’26 Summary(1)
•Net Sales increased 1.4% to $371.8 million
•Total Organic Net Sales increased 1.4%; Branded Salty Snacks Organic Net Sales increased 3.3%
•Gross Profit Margin decrease of 10bps
•Adjusted Gross Profit Margin expansion of 150bps
•Net Income decreased to $(16.0) million
•Adjusted Net Income increased 14.8% to $27.1 million
•EBITDA decreased 55.5% to $17.4 million
•Adjusted EBITDA increased 14.4% to $55.7 million
•Diluted Earnings Per Share decreased to $(0.11)
•Adjusted Earnings Per Share increased 11.8% to $0.19
•Cash Flow Provided by Operations was $11.7 million
•Adjusted Free Cash Flow improved to $(0.7) million
•Net Leverage Ratio improved and decreased 0.6x to 3.5x
(1) All comparisons for the second quarter of 2026 are to the second quarter of 2025 (ended June 29, 2025).
“We delivered another quarter of solid growth in net sales and Adjusted EBITDA, led by 3.3% Branded Salty Snacks growth,” said Howard Friedman, Chief Executive Officer of Utz. “I was pleased with our execution in the quarter and the business performance through the first half, including the continued year-over-year improvement in adjusted free cash flow and net leverage.”
Recent Agreement to Take Utz Private
On July 20, 2026, Utz and Intersnack Group GmbH & Co. KG (“Intersnack Group” or “Intersnack”) entered into a definitive agreement pursuant to which certain subsidiaries of Intersnack Group will acquire all outstanding shares of Class A Common Stock of the Company for $14.25 per share in cash. Upon closing the transaction, Utz will become a private company with the Rice and Lissette Family Entities (the “Rice and Lissette Family”) and Intersnack Group each owning 50% of Utz. As such, the Company will not provide its outlook for 2026 and will not hold a conference call to discuss the Company’s financial results for the second quarter and year-to-date period ended June 28, 2026. The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions.
| 13-Weeks Ended | 26-Weeks Ended | |||||||||||||||||||||||||||||||||||||
| (in $millions, except per share amounts) | June 28, 2026 | June 29, 2025 | % Change | June 28, 2026 | June 29, 2025 | % Change | ||||||||||||||||||||||||||||||||
| Net Sales | $ | 371.8 | $ | 366.7 | 1.4 | % | $ | 733.1 | $ | 718.8 | 2.0 | % | ||||||||||||||||||||||||||
| Organic Net Sales | 371.8 | 366.7 | 1.4 | % | 733.1 | 718.8 | 2.0 | % | ||||||||||||||||||||||||||||||
| Gross Profit | 96.2 | 95.3 | 0.9 | % | 188.1 | 177.7 | 5.9 | % | ||||||||||||||||||||||||||||||
| Gross Profit Margin | 25.9 | % | 26.0 | % | (10) | bps | 25.7 | % | 24.7 | % | 100 | bps | ||||||||||||||||||||||||||
| Adjusted Gross Profit | 123.6 | 116.2 | 6.4 | % | 235.0 | 217.4 | 8.1 | % | ||||||||||||||||||||||||||||||
| Adjusted Gross Profit Margin | 33.2 | % | 31.7 | % | 150 | bps | 32.1 | % | 30.2 | % | 190 | bps | ||||||||||||||||||||||||||
| Selling, General, and Administrative | 101.3 | 88.0 | 15.1 | % | 186.7 | 165.4 | 12.9 | % | ||||||||||||||||||||||||||||||
| Selling, General, and Administrative Margin | 27.2 | % | 24.0 | % | 320 | bps | 25.5 | % | 23.0 | % | 250 | bps | ||||||||||||||||||||||||||
| Adjusted Selling, General, and Administrative | 67.9 | 67.4 | 0.7 | % | 131.4 | 123.5 | 6.4 | % | ||||||||||||||||||||||||||||||
| Adjusted Selling, General and Administrative Margin | 18.3 | % | 18.4 | % | (10) | bps | 17.9 | % | 17.2 | % | 70 | bps | ||||||||||||||||||||||||||
| Net (Loss) Income | (16.0) | 10.1 | nm | (18.4) | 15.8 | nm | ||||||||||||||||||||||||||||||||
| Net (Loss) Income Margin | (4.3) | % | 2.8 | % | nm | (2.5) | % | 2.2 | % | nm | ||||||||||||||||||||||||||||
| Adjusted Net Income | 27.1 | 23.6 | 14.8 | % | 48.4 | 45.9 | 5.4 | % | ||||||||||||||||||||||||||||||
| EBITDA | 17.4 | 39.1 | (55.5) | % | 47.7 | 73.9 | (35.5) | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | 55.7 | 48.7 | 14.4 | % | 103.6 | 93.8 | 10.4 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA Margin | 15.0 | % | 13.3 | % | 170 | bps | 14.1 | % | 13.0 | % | 110 | bps | ||||||||||||||||||||||||||
Basic (Loss) Income Per Share(1) | $ | (0.11) | $ | 0.12 | nm | $ | (0.13) | $ | 0.21 | nm | ||||||||||||||||||||||||||||
Adjusted Earnings Per Diluted Share(1) | $ | 0.19 | $ | 0.17 | 11.8 | % | $ | 0.34 | $ | 0.32 | 6.3 | % | ||||||||||||||||||||||||||
| Cash Flow From Operations | 11.7 | 16.3 | (28.2) | % | (0.5) | (3.9) | 87.2 | % | ||||||||||||||||||||||||||||||
| Adjusted Free Cash Flow | (0.7) | (10.6) | 93.4 | % | (26.6) | (68.8) | 61.3 | % | ||||||||||||||||||||||||||||||
Second Quarter 2026 Results
Second quarter Net Sales increased 1.4% to $371.8 million compared to $366.7 million in the prior year period. Organic Net Sales increased 1.4% year-over-year, driven by a favorable net price realization of 3.6% partially offset by lower volume/mix of (2.2)%. The Bonus Packs promotion in the prior year second quarter had a net neutral 0.6 point impact on both volume/mix and price. Excluding the Bonus Packs promotion, net price realization increased 3.0% and volume/mix decreased 1.6%. Branded Salty Snacks Organic Net Sales(3) (representing 89% of total Net Sales) increased 3.3% led by our Power Four Brands, offset by a 12.1% decline in Non-Branded & Non-Salty Snacks Organic Net Sales(3), primarily due to Non-Branded, which was impacted by accelerated elimination of low margin items.
For the 13-week period ended June 28, 2026, the Company’s Branded Salty Snacks Retail Sales increased 0.3% versus the prior year period, compared to a 0.8% increase for the Salty Snack category overall(3). The Company’s Retail Volumes decreased by 4.6%, impacted by the lap of Bonus Packs, compared to a 1.1% increase for the Salty Snack category. The
Company drove Retail Sales gains in its Expansion Geographies(2)(3). The Company’s Power Four Brands of Utz®, On The Border®, Zapp’s® and Boulder Canyon® Retail Sales increased by 2.0%.
Gross Profit Margin of 25.9% decreased 10bps compared to 26.0% in the prior year period. Adjusted Gross Profit Margin of 33.2% expanded 150bps compared to 31.7% in the prior year period. The increase in Adjusted Gross Profit Margin was driven by productivity savings, which more than offset supply chain cost inflation.
Selling, General, and Administrative Expenses (“SG&A Expenses”) were $101.3 million, or 27.2% of Net Sales, compared to $88.0 million, or 24.0% of Net Sales, in the prior year period. Adjusted SG&A Expenses were $67.9 million, or 18.3% of Net Sales, compared to $67.4 million, or 18.4% of Net Sales, in the prior year period. The decrease in Adjusted SG&A Expenses as a percentage of Net Sales was primarily due to Adjusted SG&A expense leverage, partially offset by increased marketing.
The Company reported a Net Loss of $16.0 million compared to Net Income of $10.1 million in the prior year period. Net Income in the prior year period benefited from a $12.5 million gain from the remeasurement of the warrant liability. Adjusted Net Income in the quarter increased 14.8% to $27.1 million compared to $23.6 million in the prior year period. Adjusted Earnings Per Share increased 11.8% to $0.19 compared to $0.17 in the prior year period. The Adjusted Earnings Per Share increase was primarily the result of higher Adjusted Net Income.
The Company reported EBITDA of $17.4 million compared to EBITDA of $39.1 million in the prior year period. Adjusted EBITDA increased 14.4% to $55.7 million, or 15.0% as a percentage of Net Sales, compared to $48.7 million, or 13.3% as a percentage of Net Sales, in the prior year period. The increase in Adjusted EBITDA was driven by Adjusted Gross Profit Margin expansion, which more than offset the increase in Adjusted SG&A expenses.
(1) Versus prior year period.
(2) As measured by Circana MULO+ w/convenience.
(3) See “Other Defined Terms” for definitions.
Balance Sheet and Cash Flow Highlights
•As of June 28, 2026
◦Total liquidity of $212.7 million, consisting of cash on hand of $58.6 million and $154.1 million available under the Company’s revolving credit facility.
◦Net debt of $791.0 million resulting in a Net Leverage Ratio of 3.5x based on trailing twelve months Adjusted EBITDA of $226.3 million.
•For the twenty-six weeks ended June 28, 2026
◦Cash flow used in operations was $0.5 million.
◦Capital expenditures were $27.4 million, and dividends and distributions paid were $18.8 million.
◦Adjusted Free Cash Flow of $(26.6) million.
Fiscal Year 2026 Outlook
Due to the pending take private transaction, the Company will not be providing further updates to forward-looking guidance for 2026.
Conference Call and Webcast Presentation
Due to the pending take private transaction, Utz Brands will not host an investor call to discuss quarterly and year-to-date results.
About Utz Brands, Inc.
Utz Brands, Inc. (NYSE: UTZ) manufactures a diverse portfolio of savory snacks through popular brands, including Utz®, On The Border® Chips & Dips, Zapp’s®, and Boulder Canyon®, among others.
After over a century with a strong family heritage, Utz continues to have a passion for exciting and delighting consumers with delicious snack foods made from top-quality ingredients. Utz's products are distributed nationally through grocery, mass merchandisers, club, convenience, drug, and other channels. Based in Hanover, Pennsylvania, Utz has multiple manufacturing facilities located across the U.S. to serve our growing customer base. For more information, please visit the Company’s website or call 1‐800‐FOR‐SNAX.
Investors and others should note that Utz announces material financial information to its investors using its Investor Relations website, U.S. Securities and Exchange Commission (the “Commission”) filings, press releases, public conference calls, and webcasts. Utz uses these channels, as well as social media, to communicate with our stockholders and the public about the Company, the Company’s products, and other Company information. It is possible that the information that Utz posts on social media could be deemed to be material information. Therefore, Utz encourages investors, the media, and others interested in the Company to review the information posted on the social media channels listed on Utz’s Investor Relations website.
Investor Contact
Trevor Martin
Utz Brands, Inc.
tmartin@utzsnacks.com
Media Contact
Colleen Farley
Utz Brands, Inc.
cfarley@utzsnacks.com
Forward-Looking Statements
This press release includes certain statements made herein that are not historical facts but are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements relate to expectations for future financial performance, business strategies, or expectations for the Company’s business. The forward-looking statements may be accompanied by, preceded by, followed by, or include, without limitation, statements such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” "forecast,” "intend,” "expect,” “anticipate,” “believe,” “seek,” “target,” “goal,” “on track,” or other similar words, phrases or expressions. These forward-looking statements may include the Company's future financial position, capital structure, indebtedness, business strategy, opportunities and plans and objectives of management for future operations, including with respect to promotional activities and efforts to build sustainable long-term demand for the Company's products; the benefits of the Company's acquisitions, dispositions and similar transactions; the likelihood of the Company completing contemplated acquisitions, dispositions and similar transactions; the future operating and financial performance of the Company; expansion plans and opportunities; cost savings plans and network optimization strategies; transformation of the Company’s supply chain; the Company’s product mix; the Company’s expectations regarding its level of indebtedness and associated interest expense impacts; the Company’s cost savings plans and logistics optimization efforts; the effects of inflation, tariffs, or supply chain disruptions on the Company or its business; the benefits of the Company’s productivity initiatives; the effects of the Company’s marketing and innovation initiatives; the proposed transaction with Intersnack Group, including the expected timing, closing conditions and likelihood and effects of the consummation thereof; and other statements that are not historical facts.
These statements are based on the current expectations of the Company’s management and are not predictions of actual performance These forward-looking statements reflect management’s current expectations, forecasts and assumptions and involve a number of judgments regarding known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update, add to or otherwise correct any forward looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be
required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, the Company’s results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, without limitation: our operation in an industry with high levels of competition and consolidation; our reliance on key customers and ability to obtain favorable contractual terms and protections with customers; changes in demand for our products driven by changes in consumer preferences and tastes or our ability to innovate or market our products effectively; changes in consumers’ loyalty to our brands due to factors beyond our control; impacts on our reputation caused by concerns relating to the quality and safety of our products, ingredients, packaging, or processing techniques; the potential that our products might need to be recalled if they become adulterated or are mislabeled; the loss of retail shelf space and disruption to sales of food products due to changes in retail distribution arrangements; our reliance on third parties to effectively operate both our direct-to-warehouse delivery system and our direct-store-delivery network system; the evolution of e-commerce retailers and sales channels; disruption to our manufacturing operations, supply chain, or distribution channels; the effects of inflation, including rising labor costs; increased fuel prices; shortages of raw materials, energy, water, and other supplies; changes in the legal and regulatory environments in which we operate, including with respect to tax legislation; potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries, or investigations into our business; potential adverse effects or unintended consequences related to the implementation of our growth strategy; our ability to successfully identify and execute acquisitions or dispositions and to manage integration or carve out issues following such transactions; the geographic concentration of our markets; our ability to attract and retain highly skilled personnel; impairment in the carrying value of goodwill or other intangible assets; our ability to protect our intellectual property rights; disruptions, failures, or security breaches of our information technology infrastructure; including cyber incidents; climate change or legal, regulatory or market measures to address climate change; our exposure to liabilities, claims or new laws or regulations with respect to environmental matters; the increasing focus and opposing views, legislation and expectations with respect to ESG initiatives; restrictions on our operations imposed by covenants in our debt instruments; our exposure to changes in interest rates; adverse impacts from disruptions in the worldwide financial markets, including on our ability to obtain new credit; our exposure to any new or increased income or product taxes; pandemics, epidemics or other disease outbreaks; our exposure to changes to trade policies and tariff and import/export regulations by the United States and other jurisdictions; potential volatility in our Class A Common Stock caused by resales thereof; our dependence on distributions made by our subsidiaries; our payment obligations pursuant to a tax receivable agreement, which in certain cases may exceed the tax benefits we realize or be accelerated; provisions of Delaware law and our governing documents and other agreements that could limit the ability of stockholders to take certain actions or delay or discourage takeover attempts that stockholders may consider favorable; our exclusive forum provisions in our governing documents; the influence of certain significant stockholders and members of Utz Brands Holdings, LLC, whose interests may differ from those of our other stockholders; the risk that the proposed transaction with the Intersnack Group may not be completed in a timely manner, or at all, including because required stockholder or regulatory approvals or other closing conditions are not satisfied or waived; the effects of the announcement and pendency of the proposed transaction on our business, employees and relationships with customers, suppliers, independent operators and other business partners, including the diversion of management's attention and the restrictions on the conduct of our business under the interim operating covenants; the significant transaction costs we have incurred and expect to continue to incur, whether or not the transaction is completed; litigation relating to the proposed transaction, including injunctions or other orders that could delay or prevent its completion; the limitations on our ability to pursue alternative transactions and our obligation to pay a termination fee in specified circumstances; the loss of the opportunity for holders of our Class A Common Stock to participate in any future growth of the Company if the transaction is completed; and other risks and uncertainties set forth in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 28, 2025 and in the other reports we file with the U.S. Securities and Exchange Commission from time to time.
Non-GAAP Financial Measures:
Utz uses non-GAAP financial information and believes it is useful to investors as it provides additional information to facilitate comparisons of historical operating results and identify trends in our underlying operating results, and it provides additional insight and transparency on how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. These non-GAAP financial measures do not represent financial performance in accordance with generally accepted accounting principles in the United States
(“GAAP”) and may exclude items that are significant to understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations, earnings per share or other measures of profitability, liquidity, or performance under GAAP. You should be aware that the presentation of these measures may not be comparable to similarly titled measures used by other companies.
Management believes that non-GAAP financial measures should be considered as supplements to the GAAP measures reported, should not be considered replacements for, or superior to, the GAAP measures, and may not be comparable to similarly named measures used by other companies. The Company’s calculation of the non-GAAP financial measures may differ from methods used by other companies. We believe that these non-GAAP financial measures provide useful information to investors regarding certain financial and business trends relating to the financial condition and results of operations of the Company to date when considered with both the GAAP results and the reconciliations to the most comparable GAAP measures, and that the presentation of non-GAAP financial measures is useful to investors in the evaluation of our operating performance compared to other companies in the Salty Snack industry, as similar measures are commonly used by the companies in this industry. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of management judgment about which items of expense and income are excluded or included in determining these non-GAAP financial measures. The non-GAAP financial measures are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures. As new events or circumstances arise, these definitions could change. When the definitions change, we will provide the updated definitions and present the related non-GAAP historical results on a comparable basis.
During the first quarter of 2026, the Company revised the categorization of certain charges and gains that were historically categorized as acquisition, divestitures and investments, business transformation, and financing-related costs. The Company is now presenting the associated charges and gains within the categories supply chain transformation and corporate transformation. The nature of the charges and gains included in these adjustments, as well as the total amount of all of these adjustments in all prior periods presented, are unchanged. We believe that this change provides a better reflection of the impact of the charges and gains and aligns with how management views the adjustments internally. Prior period balances have been reclassified to conform to the current presentation. Additionally, the Company has revised the presentation of its reconciliations of Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Selling, General, and Administrative Expenses, EBITDA, Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings Per Share to the most directly comparable GAAP measures. We believe the revised presentation of reconciliation information provides investors with helpful context on the impacts of the adjustments.
Utz uses the following non-GAAP financial measures in its financial communications, and in the future could use others:
•Organic Net Sales
•Adjusted Gross Profit
•Adjusted Gross Profit as % of Net Sales (Adjusted Gross Profit Margin)
•Adjusted Cost of Goods Sold (COGS)
•Adjusted Selling, General and Administrative Expense
•Adjusted Selling, General and Administrative Expense as % of Net Sales (Adjusted Selling, General and Administrative Expense Margin)
•Adjusted Net Income
•Adjusted Earnings Per Share
•Adjusted Earnings Before Taxes
•EBITDA
•Adjusted EBITDA
•Adjusted EBITDA as % of Net Sales (Adjusted EBITDA Margin)
•Effective Normalized Tax Rate
•Net Leverage Ratio
•Adjusted COGS
•Branded Salty Snacks Organic Net Sales
•Non-Branded & Non-Salty Snacks Organic Net Sales
•Adjusted Free Cash Flow
Organic Net Sales is defined as Net Sales excluding the impacts of acquisitions, divestitures and independent operator (“IO”) route conversions that took place after 1Q’2024.
Adjusted Gross Profit represents Gross Profit excluding Depreciation and Amortization expense, a non-cash item. In addition, Adjusted Gross Profit excludes the impact of costs that fall within the categories of non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging and purchase commitments adjustments, asset impairments, supply chain transformation, and corporate transformation. Adjusted Gross Profit is one of the key performance indicators that our management uses to evaluate operating performance. We also report Adjusted Gross Profit as a percentage of Net Sales as an additional measure for investors to evaluate our Adjusted Gross Profit Margin.
Adjusted Cost of Goods Sold (COGS) represents Net Sales less Adjusted Gross Profit
Adjusted Selling, General and Administrative Expense is defined as all Selling, General and Administrative expense excluding Depreciation and Amortization expense, a non-cash item. In addition, Adjusted Selling, General and Administrative Expense excludes the impact of costs that fall within the categories of non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging and purchase commitments adjustments, asset impairments, supply chain transformation, and corporate transformation. We also report Adjusted Selling, General and Administrative Expense as a percentage of Net Sales as an additional measure for investors to evaluate our Adjusted Selling, General and Administrative Margin.
Adjusted Net Income is defined as Net Income excluding Depreciation and Amortization expense, a non-cash item, related to fair value adjustments on property, plant, and equipment, and definite-lived intangibles relating to business combinations recorded in prior periods. In addition, Adjusted Net Income excludes deferred financing fees, interest income, and expense relating to IO loans and certain non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging, and purchase commitments adjustments, asset impairments, supply chain transformation, corporate transformation, remeasurement of warrant liabilities. Lastly, Adjusted Net Income normalizes the income tax provision to account for the above-mentioned adjustments.
Adjusted Earnings Before Taxes is defined as Adjusted Net Income before normalized GAAP basis tax expense.
Adjusted Earnings Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding for each period on a fully diluted basis assuming the shares of Class V Common Stock of the Company are converted to Class A Common Stock of the Company.
EBITDA is defined as Net Income Before Interest, Income Taxes, and Depreciation and Amortization.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash adjustments and/or other cash adjustment items, such as stock-based compensation, hedging and purchase commitments adjustments, asset impairments, supply chain transformation, and corporate transformation. Adjusted EBITDA is one of the key performance indicators we use in evaluating our operating performance and in making financial, operating, and planning decisions. We believe Adjusted EBITDA is useful to the users of this release because the financial information contained in the release can be used in the evaluation of Utz’s operating performance compared to other companies in the Salty Snack industry, as similar measures are commonly used by companies in this industry. In this release, we also provide Adjusted EBITDA as a percentage of Net Sales as an additional measure for readers to evaluate our Adjusted EBITDA Margin.
Adjusted Free Cash Flow is defined as Cash Flow from Operating Activities on the Consolidated Statements of Cash Flows less Purchases of Property and Equipment (Capital Expenditures) plus Net Proceeds from Sale of Property and Equipment, both included in Cash flow from investing activities on the Consolidated Statements of Cash Flows.
Effective Normalized Tax Rate is defined as normalized GAAP basis tax expense, which excludes one-time items, divided by Adjusted Earnings before Taxes.
Net Leverage Ratio is defined as trailing twelve month Net Debt divided by Adjusted EBITDA. Net Debt is defined as Gross Debt less Cash and Cash Equivalents.
Other Defined Terms:
Branded Salty Snacks is defined as Power Four Brands and Other Brands. Power Four Brands consist of the Utz® brand, On The Border®, Zapp’s®, and Boulder Canyon®. Other Brands include Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim’s Cascade®, Dirty Potato Chips®, TGI Fridays® and Vitner's®.
Non-Branded & Non-Salty Snacks is defined as partner brands, private label, co-manufacturing for which we are the manufacturer, Utz branded non-salty snacks such as On The Border® Dips and Salsa, and sales not attributable to specific brands.
Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025
(In millions, except share information)
(Unaudited)
| Thirteen weeks ended June 28, 2026 | Thirteen weeks ended June 29, 2025 | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 | ||||||||||||||||||||
| Net sales | $ | 371.8 | $ | 366.7 | $ | 733.1 | $ | 718.8 | |||||||||||||||
| Cost of goods sold | 275.6 | 271.4 | 545.0 | 541.1 | |||||||||||||||||||
| Gross profit | 96.2 | 95.3 | 188.1 | 177.7 | |||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Selling | 64.6 | 54.3 | 115.7 | 95.8 | |||||||||||||||||||
| General and administrative | 36.7 | 33.7 | 71.0 | 69.6 | |||||||||||||||||||
| Total selling, general, and administrative expenses | 101.3 | 88.0 | 186.7 | 165.4 | |||||||||||||||||||
| (Loss) gain on sale of assets, net | (0.4) | (0.9) | 0.9 | (0.2) | |||||||||||||||||||
| (Loss) income from operations | (5.5) | 6.4 | 2.3 | 12.1 | |||||||||||||||||||
| Other (loss) income, net | |||||||||||||||||||||||
| Interest expense | (10.7) | (11.4) | (21.1) | (22.9) | |||||||||||||||||||
| Loss on debt extinguishment | — | — | — | (0.5) | |||||||||||||||||||
| Other (loss) income | — | (0.6) | 0.8 | (0.2) | |||||||||||||||||||
| Gain on remeasurement of warrant liability | — | 12.5 | — | 23.5 | |||||||||||||||||||
| Other (loss) income, net | (10.7) | 0.5 | (20.3) | (0.1) | |||||||||||||||||||
| (Loss) income before taxes | (16.2) | 6.9 | (18.0) | 12.0 | |||||||||||||||||||
| Income tax (benefit) expense | (0.2) | (3.2) | 0.4 | (3.8) | |||||||||||||||||||
| Net (loss) income | (16.0) | 10.1 | (18.4) | 15.8 | |||||||||||||||||||
| Net loss attributable to noncontrolling interest | 5.9 | 0.4 | 6.6 | 2.2 | |||||||||||||||||||
| Net (loss) income attributable to controlling interest | $ | (10.1) | $ | 10.5 | $ | (11.8) | $ | 18.0 | |||||||||||||||
(Loss) income per Class A Common stock: (in dollars) | |||||||||||||||||||||||
| Basic | $ | (0.11) | $ | 0.12 | $ | (0.13) | $ | 0.21 | |||||||||||||||
| Diluted | $ | (0.11) | $ | 0.12 | $ | (0.13) | $ | 0.21 | |||||||||||||||
| Weighted-average shares of Class A Common stock outstanding | |||||||||||||||||||||||
| Basic | 88,510,845 | 86,118,292 | 88,429,350 | 85,919,842 | |||||||||||||||||||
| Diluted | 88,510,845 | 87,679,440 | 88,429,350 | 87,604,543 | |||||||||||||||||||
| Net (loss) income | $ | (16.0) | $ | 10.1 | $ | (18.4) | $ | 15.8 | |||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Change in fair value of interest rate swap | (1.8) | (3.8) | 0.5 | (10.2) | |||||||||||||||||||
| Comprehensive (loss) income | (17.8) | 6.3 | (17.9) | 5.6 | |||||||||||||||||||
| Net comprehensive loss attributable to noncontrolling interest | 6.6 | 1.9 | 6.4 | 6.2 | |||||||||||||||||||
| Net comprehensive (loss) income attributable to controlling interest | $ | (11.2) | $ | 8.2 | $ | (11.5) | $ | 11.8 | |||||||||||||||
Utz Brands, Inc.
CONSOLIDATED BALANCE SHEETS
June 28, 2026 and December 28, 2025
(In millions, except per share information)
| As of June 28, 2026 | As of December 28, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 58.6 | $ | 120.4 | |||||||
| Accounts receivable, less allowance of $3.5 and $3.3, respectively | 123.6 | 100.8 | |||||||||
| Inventories | 128.7 | 119.3 | |||||||||
| Prepaid expenses and other assets | 47.1 | 39.9 | |||||||||
| Current portion of notes receivable | 4.1 | 4.0 | |||||||||
| Total current assets | 362.1 | 384.4 | |||||||||
| Non-current Assets | |||||||||||
| Assets held for sale | 9.1 | 10.3 | |||||||||
| Property, plant and equipment, net | 379.7 | 379.2 | |||||||||
| Goodwill | 865.2 | 865.2 | |||||||||
| Intangible assets, net | 948.5 | 963.9 | |||||||||
| Non-current portion of notes receivable | 9.9 | 10.8 | |||||||||
| Other assets | 201.0 | 179.8 | |||||||||
| Total non-current assets | 2,413.4 | 2,409.2 | |||||||||
| Total assets | $ | 2,775.5 | $ | 2,793.6 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Current portion of term debt | $ | 38.6 | $ | 31.4 | |||||||
| Current portion of other notes payable | 6.0 | 6.5 | |||||||||
| Accounts payable | 196.7 | 197.4 | |||||||||
| Accrued expenses and other | 99.4 | 87.9 | |||||||||
| Total current liabilities | 340.7 | 323.2 | |||||||||
| Non-current portion of term debt and revolving credit facility | 800.2 | 818.2 | |||||||||
| Non-current portion of other notes payable | 12.0 | 14.2 | |||||||||
| Non-current accrued expenses and other | 180.4 | 166.5 | |||||||||
| Deferred tax liability | 128.5 | 126.6 | |||||||||
| Total non-current liabilities | 1,121.1 | 1,125.5 | |||||||||
| Total liabilities | 1,461.8 | 1,448.7 | |||||||||
| Commitments and Contingencies | |||||||||||
| Equity | |||||||||||
| Shares of Class A Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 88,548,477 and 87,509,774 shares issued and outstanding as of June 28, 2026 and December 28, 2025, respectively | — | — | |||||||||
| Shares of Class V Common Stock, $0.0001 par value; 61,249,000 shares authorized; 55,349,000 shares issued and outstanding as of both June 28, 2026 and December 28, 2025 | — | — | |||||||||
| Additional paid-in capital | 1,042.4 | 1,037.0 | |||||||||
| Accumulated deficit | (350.1) | (326.6) | |||||||||
| Accumulated other comprehensive income | 3.6 | 3.3 | |||||||||
| Total stockholders' equity | 695.9 | 713.7 | |||||||||
| Noncontrolling interest | 617.8 | 631.2 | |||||||||
| Total equity | 1,313.7 | 1,344.9 | |||||||||
| Total liabilities and equity | $ | 2,775.5 | $ | 2,793.6 | |||||||
Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the twenty-six weeks ended June 28, 2026 and June 29, 2025
(In millions)
(Unaudited)
| Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ | (18.4) | $ | 15.8 | |||||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||||
| Impairment and other charges | 0.2 | 0.6 | |||||||||
| Depreciation and amortization | 45.4 | 40.0 | |||||||||
| Gain on remeasurement of warrant liability | — | (23.5) | |||||||||
| (Gain) loss on sale of assets | (0.9) | 0.2 | |||||||||
| Loss on debt extinguishment | — | 0.5 | |||||||||
| Share-based compensation | 7.1 | 7.0 | |||||||||
| Deferred taxes | 1.9 | (1.1) | |||||||||
| Deferred financing costs | 0.6 | 0.7 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable, net | (22.8) | (41.4) | |||||||||
| Inventories | (9.4) | (24.2) | |||||||||
| Prepaid expenses and other assets | 2.3 | (17.5) | |||||||||
| Accounts payable and accrued expenses and other | (6.5) | 39.0 | |||||||||
| Net cash used in operating activities | (0.5) | (3.9) | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | (27.4) | (65.7) | |||||||||
| Proceeds from sale of property and equipment | 1.3 | 0.8 | |||||||||
| Proceeds from sale of routes | 17.9 | 11.7 | |||||||||
| Proceeds from the sale of IO notes | 2.5 | 3.9 | |||||||||
| Purchases of IO routes and other changes in note receivables | (23.8) | (22.0) | |||||||||
| Net cash used in investing activities | (29.5) | (71.3) | |||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings on line of credit | 145.0 | 135.0 | |||||||||
| Repayments on line of credit | (144.9) | (74.5) | |||||||||
| Borrowings on term debt and notes payable | 5.6 | 50.8 | |||||||||
| Repayments on term debt and notes payable | (17.0) | (13.6) | |||||||||
| Payment of debt issuance cost | — | (1.7) | |||||||||
| Payments of tax withholding requirements for employee stock awards | (1.7) | (2.2) | |||||||||
| Dividends paid | (11.8) | (11.6) | |||||||||
| Distribution to noncontrolling interest | (7.0) | (8.5) | |||||||||
| Net cash (used in) provided by financing activities | (31.8) | 73.7 | |||||||||
| Net decrease in cash and cash equivalents | (61.8) | (1.5) | |||||||||
| Cash and cash equivalents at beginning of period | 120.4 | 56.1 | |||||||||
| Cash and cash equivalents at end of period | $ | 58.6 | $ | 54.6 | |||||||
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures
(Amounts may not sum due to rounding)
Net Sales and Organic Net Sales
| 13-Weeks Ended | 26-Weeks Ended | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | June 28, 2026 | June 29, 2025 | Change | June 28, 2026 | June 29, 2025 | Change | ||||||||||||||||||||||||||||||||
| Net Sales as Reported | $ | 371.8 | $ | 366.7 | 1.4 | % | $ | 733.1 | $ | 718.8 | 2.0 | % | ||||||||||||||||||||||||||
| Organic Net Sales | $ | 371.8 | $ | 366.7 | 1.4 | % | $ | 733.1 | $ | 718.8 | 2.0 | % | ||||||||||||||||||||||||||
Net Sales Growth Drivers
| 13-Weeks Ended June 28, 2026 | 26-weeks Ended June 28, 2026 | |||||||||||||||||||||||||||||||||||||
| (% change in prior year net sales) | Branded Salty Snacks (1) | Non-Branded & Non-Salty Snacks (2) | Total | Branded Salty Snacks (1) | Non-Branded & Non-Salty Snacks (2) | Total | ||||||||||||||||||||||||||||||||
| Net Sales as Reported | $ | 332.5 | $ | 39.3 | $ | 371.8 | $ | 654.3 | $ | 78.8 | $ | 733.1 | ||||||||||||||||||||||||||
| Net Sales as Reported Growth Versus Prior Year | 3.3 | % | (12.1) | % | 1.4 | % | 4.2 | % | (13.3) | % | 2.0 | % | ||||||||||||||||||||||||||
| Volume/mix | (0.7) | % | (12.6) | % | (2.2) | % | 0.1 | % | (14.0) | % | (1.6) | % | ||||||||||||||||||||||||||
| Pricing | 4.0 | 0.5 | 3.6 | 4.1 | 0.7 | 3.6 | ||||||||||||||||||||||||||||||||
| Organic Net Sales Growth Versus Prior Year | 3.3 | % | (12.1) | % | 1.4 | % | 4.2 | % | (13.3) | % | 2.0 | % | ||||||||||||||||||||||||||
| Divestiture | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Net Sales as Reported Growth Versus Prior Year | 3.3 | % | (12.1) | % | 1.4 | % | 4.2 | % | (13.3) | % | 2.0 | % | ||||||||||||||||||||||||||
(1) Branded Salty Snacks sales excluding IO unreported sales.
(2) Non-Branded & Non-Salty Snacks including IO unreported sales.
Adjusted Gross Profit; Adjusted Gross Margin, Adjusted Selling, General, and Administrative Expenses, EBITDA, Adjusted EBITDA,
Adjusted Net Income, and Adjusted Earnings per Share
| 13-weeks Ended June 28, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | As Reported | Depreciation and Amortization | Other Adj. | EBITDA | (5) Supply Chain Transformation | (6) Corporate Transformation | (7) Other Non-Cash Adj. | Other Adj. | Adjusted EBITDA | (9) Other Adj. | Adjusted Net Income | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 371.8 | $ | — | $ | — | $ | 371.8 | $ | — | $ | — | $ | — | $ | — | $ | 371.8 | $ | — | $ | 371.8 | ||||||||||||||||||||||||||||
| Cost of goods sold | (275.6) | 11.3 | — | (264.3) | 10.1 | 3.0 | 3.0 | — | (248.2) | (9.3) | (257.5) | |||||||||||||||||||||||||||||||||||||||
| Gross profit | 96.2 | 11.3 | — | 107.5 | 10.1 | 3.0 | 3.0 | — | 123.6 | (1) | (9.3) | 114.3 | ||||||||||||||||||||||||||||||||||||||
| Gross margin | 25.9 | % | 33.2 | % | (1) | |||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (101.3) | 11.6 | — | (89.7) | 0.3 | 16.0 | 5.5 | — | (67.9) | (2) | (3.0) | (70.9) | ||||||||||||||||||||||||||||||||||||||
| Gain on sale of assets, net | (0.4) | — | — | (0.4) | — | 0.4 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Income from operations | (5.5) | 22.9 | — | 17.4 | 10.4 | 19.4 | 8.5 | — | 55.7 | (12.3) | 43.4 | |||||||||||||||||||||||||||||||||||||||
| Interest expense | (10.7) | — | 10.7 | — | — | — | — | — | — | (10.4) | (10.4) | |||||||||||||||||||||||||||||||||||||||
| Other income, net | — | — | — | (8) | — | — | — | — | — | — | 0.2 | 0.2 | ||||||||||||||||||||||||||||||||||||||
| Loss (income) before income taxes | (16.2) | 22.9 | 10.7 | 17.4 | 10.4 | 19.4 | 8.5 | — | 55.7 | (22.5) | 33.2 | |||||||||||||||||||||||||||||||||||||||
| Income tax expense | (0.2) | — | 0.2 | — | — | — | — | — | — | 6.1 | 6.1 | |||||||||||||||||||||||||||||||||||||||
| Net loss (income) | $ | (16.0) | $ | 22.9 | $ | 10.5 | $ | 17.4 | $ | 10.4 | $ | 19.4 | $ | 8.5 | $ | — | $ | 55.7 | (3) | $ | (28.6) | $ | 27.1 | (4) | ||||||||||||||||||||||||||
| Average Weighted Basic Shares Outstanding on an As-Converted Basis | 143.9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fully Diluted Shares on an As-Converted Basis | 144.1 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Earnings Per Share | $ | 0.19 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 26-weeks Ended June 28, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | As Reported | Depreciation and Amortization | Other Adj. | EBITDA | (5) Supply Chain Transformation | (6) Corporate Transformation | (7) Other Non-Cash Adj. | Other Adj. | Adjusted EBITDA | (9) Other Adj. | Adjusted Net Income | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 733.1 | $ | — | $ | — | $ | 733.1 | $ | — | $ | — | $ | — | $ | — | $ | 733.1 | $ | — | $ | 733.1 | ||||||||||||||||||||||||||||
| Cost of goods sold | (545.0) | 22.2 | — | (522.8) | 17.7 | 5.5 | 1.5 | — | (498.1) | (18.2) | (516.3) | |||||||||||||||||||||||||||||||||||||||
| Gross profit | 188.1 | 22.2 | — | 210.3 | 17.7 | 5.5 | 1.5 | — | 235.0 | (1) | (18.2) | 216.8 | ||||||||||||||||||||||||||||||||||||||
| Gross margin | 25.7 | % | 32.1 | % | (1) | |||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (186.7) | 23.2 | — | (163.5) | 0.6 | 20.7 | 10.8 | — | (131.4) | (2) | (5.9) | (137.3) | ||||||||||||||||||||||||||||||||||||||
| Gain on sale of assets, net | 0.9 | — | — | 0.9 | — | (0.9) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Income from operations | 2.3 | 45.4 | — | 47.7 | 18.3 | 25.3 | 12.3 | — | 103.6 | (24.1) | 79.5 | |||||||||||||||||||||||||||||||||||||||
| Interest expense | (21.1) | — | 21.1 | — | — | — | — | — | — | (20.5) | (20.5) | |||||||||||||||||||||||||||||||||||||||
| Other income, net | 0.8 | — | (0.8) | (8) | — | — | — | — | — | — | 0.3 | 0.3 | ||||||||||||||||||||||||||||||||||||||
| Loss (income) before income taxes | (18.0) | 45.4 | 20.3 | 47.7 | 18.3 | 25.3 | 12.3 | — | 103.6 | (44.3) | 59.3 | |||||||||||||||||||||||||||||||||||||||
| Income tax expense | 0.4 | — | (0.4) | — | — | — | — | — | — | 10.9 | 10.9 | |||||||||||||||||||||||||||||||||||||||
| Net loss (income) | $ | (18.4) | $ | 45.4 | $ | 20.7 | $ | 47.7 | $ | 18.3 | $ | 25.3 | $ | 12.3 | $ | — | $ | 103.6 | (3) | $ | (55.2) | $ | 48.4 | (4) | ||||||||||||||||||||||||||
| Average Weighted Basic Shares Outstanding on an As-Converted Basis | 143.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fully Diluted Shares on an As-Converted Basis | 144.0 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Earnings Per Share | $ | 0.34 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 13-Weeks Ended June 29, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | As Reported | Depreciation and Amortization | Other Adj. | EBITDA | (5) Supply Chain Transformation | (6) Corporate Transformation | (7) Other Non-Cash Adj. | Other Adj. | Adjusted EBITDA | (9) Other Adj. | Adjusted Net Income | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 366.7 | $ | — | $ | — | $ | 366.7 | $ | — | $ | — | $ | — | $ | — | $ | 366.7 | $ | — | $ | 366.7 | ||||||||||||||||||||||||||||
| Cost of goods sold | (271.4) | 9.9 | — | (261.5) | 9.4 | 0.6 | 1.0 | — | (250.5) | (7.1) | (257.6) | |||||||||||||||||||||||||||||||||||||||
| Gross profit | 95.3 | 9.9 | — | 105.2 | 9.4 | 0.6 | 1.0 | — | 116.2 | (1) | (7.1) | 109.1 | ||||||||||||||||||||||||||||||||||||||
| Gross margin | 26.0 | % | 31.7 | % | (1) | |||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (88.0) | 11.4 | — | (76.6) | 0.7 | 4.1 | 4.4 | — | (67.4) | (2) | (2.9) | (70.3) | ||||||||||||||||||||||||||||||||||||||
| Loss on sale of assets, net | (0.9) | — | — | (0.9) | 0.5 | 0.4 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Income from operations | 6.4 | 21.3 | — | 27.7 | 10.6 | 5.1 | 5.4 | — | 48.8 | (10.0) | 38.8 | |||||||||||||||||||||||||||||||||||||||
| Interest expense | (11.4) | — | 11.4 | — | — | — | — | — | — | (10.6) | (10.6) | |||||||||||||||||||||||||||||||||||||||
| Gain on remeasurement of warrant liability | 12.5 | — | — | 12.5 | — | — | — | (12.5) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Other (loss) income, net | (0.6) | — | (0.5) | (8) | (1.1) | — | 1.0 | — | — | (0.1) | 0.4 | 0.3 | ||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 6.9 | 21.3 | 10.9 | 39.1 | 10.6 | 6.1 | 5.4 | (12.5) | 48.7 | (20.2) | 28.5 | |||||||||||||||||||||||||||||||||||||||
| Income tax (benefit) expense | (3.2) | — | 3.2 | — | — | — | — | — | — | 4.9 | 4.9 | |||||||||||||||||||||||||||||||||||||||
| Net income | $ | 10.1 | $ | 21.3 | $ | 7.7 | $ | 39.1 | $ | 10.6 | $ | 6.1 | $ | 5.4 | $ | (12.5) | $ | 48.7 | (3) | $ | (25.1) | $ | 23.6 | (4) | ||||||||||||||||||||||||||
| Average Weighted Basic Shares Outstanding on an As-Converted Basis | 141.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fully Diluted Shares on an As-Converted Basis | 143.0 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Earnings Per Share | $ | 0.17 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 26-Weeks Ended June 29, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | As Reported | Depreciation and Amortization | Other Adj. | EBITDA | (5) Supply Chain Transformation | (6) Corporate Transformation | (7) Other Non-Cash Adj. | Other Adj. | Adjusted EBITDA | (9) Other Adj. | Adjusted Net Income | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 718.8 | $ | — | $ | — | $ | 718.8 | $ | — | $ | — | $ | — | $ | — | $ | 718.8 | $ | — | $ | 718.8 | ||||||||||||||||||||||||||||
| Cost of goods sold | (541.1) | 17.9 | — | (523.2) | 17.7 | 2.0 | 2.1 | — | (501.4) | (12.8) | (514.2) | |||||||||||||||||||||||||||||||||||||||
| Gross profit | 177.7 | 17.9 | — | 195.6 | 17.7 | 2.0 | 2.1 | — | 217.4 | (1) | (12.8) | 204.6 | ||||||||||||||||||||||||||||||||||||||
| Gross margin | 24.7 | % | 30.2 | % | (1) | |||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (165.4) | 22.1 | — | (143.3) | 1.4 | 9.4 | 9.0 | — | (123.5) | (2) | (5.1) | (128.6) | ||||||||||||||||||||||||||||||||||||||
| Loss on sale of assets, net | (0.2) | — | — | (0.2) | 0.2 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Income from operations | 12.1 | 40.0 | — | 52.1 | 19.3 | 11.4 | 11.1 | — | 93.9 | (17.9) | 76.0 | |||||||||||||||||||||||||||||||||||||||
| Interest expense | (22.9) | — | 22.9 | — | — | — | — | — | — | (21.1) | (21.1) | |||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | (0.5) | — | — | (0.5) | — | 0.5 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Gain on remeasurement of warrant liability | 23.5 | — | — | 23.5 | — | — | — | (23.5) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Other (loss) income, net | (0.2) | — | (1.0) | (8) | (1.2) | — | 1.1 | — | — | (0.1) | 0.9 | 0.8 | ||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 12.0 | 40.0 | 21.9 | 73.9 | 19.3 | 13.0 | 11.1 | (23.5) | 93.8 | (38.1) | 55.7 | |||||||||||||||||||||||||||||||||||||||
| Income tax (benefit) expense | (3.8) | — | 3.8 | — | — | — | — | — | — | 9.8 | 9.8 | |||||||||||||||||||||||||||||||||||||||
| Net income | $ | 15.8 | $ | 40.0 | $ | 18.1 | $ | 73.9 | $ | 19.3 | $ | 13.0 | $ | 11.1 | $ | (23.5) | $ | 93.8 | (3) | $ | (47.9) | $ | 45.9 | (4) | ||||||||||||||||||||||||||
| Average Weighted Basic Shares Outstanding on an As-Converted Basis | 141.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fully Diluted Shares on an As-Converted Basis | 144.1 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Earnings Per Share | $ | 0.32 | ||||||||||||||||||||||||||||||||||||||||||||||||
(1) Adjusted Gross Profit and Adjusted Gross Margin were $123.6 million and 33.2%, respectively for the thirteen weeks ended June 28, 2026, and $116.2 million and 31.7% for the thirteen weeks ended June 29, 2025, respectively. Adjusted Gross Profit and Adjusted Gross Margin were $235.0 million and 32.1%, respectively for the twenty-six weeks ended June 28, 2026, and $217.4 million and 30.2% for the twenty-six weeks ended June 29, 2025, respectively.
(2) Adjusted Selling, General and Administrative was $67.9 million and $67.4 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively. Adjusted Selling, General and Administrative was $131.4 million and $123.5 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.
(3) Adjusted EBITDA was $55.7 million and $48.7 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively. Adjusted EBITDA was $103.6 million and $93.8 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.
(4) Adjusted Net Income was $27.1 million and $23.6 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively. Adjusted Net Income was $48.4 million and $45.9 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.
(5) Supply Chain Transformation initiatives representing start-up costs, warehousing and logistical transformations, restructuring and cost reduction activities as part of efforts to enhance long-term profitability, and other manufacturing initiatives that do not reflect the cost of normal business operations. For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, supply chain transformation initiatives were $10.4 million and $10.6 million, respectively. For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, supply chain transformation initiatives were $18.3 million and $19.3 million, respectively.
(6) Corporate Transformation are comprised primarily of costs related to severance and other people restructuring costs, our announced transaction with Intersnack, our California expansion and Insignia integration, information technology and data transformation, litigation, gain and losses realized from the sale of distribution rights to IOs, gain and losses on the sale of assets, and consulting and professional fees related to transformation initiatives. For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, corporate transformation initiatives were $19.4 million and $6.1 million, respectively. For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, corporate transformation initiatives were $25.3 million and $13.0 million, respectively.
(7) Other Non-Cash Adjustments for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025 are comprised primarily of $3.8 million and $2.7 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $4.7 million and $2.7 million, respectively, of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. Other Non-Cash Adjustments for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025 are comprised primarily of $7.2 million and $6.2 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $5.1 million and $4.9 million, respectively, of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments.
(8) Other income/(expense), net represents the Company’s non-operating income and expense related to interest income, fees associated with our receivable finance program, and mark-to-market on notional portion of interest rate swap not accounted for under interest rate hedge accounting, expense related to changes in the Company’s tax receivable liability, monetary conversion, other items not related to our operations.
(9) Includes $12.3 million and $10.0 million related to Core depreciation and amortization for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively; and $24.1 million and $17.9 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively. Interest expense excluding amortization of deferred financing fees, and other income/(expense) excluding the mark-to-market on the notional portion of our interest rate swap not accounted for under interest rate hedge accounting and gains or losses related to changes in the Company’s tax receivable liability. Income tax adjustment is calculated as (loss) income before taxes plus (i) acquisition, Step-Up depreciation and amortization and (ii) other non-cash and/or cash adjustments, multiplied by a normalized GAAP effective tax rate, minus the actual tax provision recorded in the Consolidated Statement of Operations and Comprehensive Loss. The normalized GAAP effective tax rate excludes one-time items such as the impact of tax rate changes on deferred taxes and changes in valuation allowances.
Depreciation & Amortization
| 13-Weeks Ended | 26-weeks Ended | |||||||||||||||||||||||||
| (dollars in millions) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||||
| Core D&A - Non-Acquisition-related included in Gross Profit | $ | 9.3 | $ | 7.1 | $ | 18.2 | $ | 12.8 | ||||||||||||||||||
| Step-Up D&A - Transaction-related included in Gross Profit | 2.0 | 2.8 | 4.0 | 5.1 | ||||||||||||||||||||||
| Depreciation & Amortization - included in Gross Profit | 11.3 | 9.9 | 22.2 | 17.9 | ||||||||||||||||||||||
| Core D&A - Non-Acquisition-related included in SG&A Expense | $ | 3.0 | 2.9 | $ | 5.9 | 5.1 | ||||||||||||||||||||
| Step-Up D&A - Transaction-related included in SG&A Expense | 8.6 | 8.5 | 17.3 | 17.0 | ||||||||||||||||||||||
| Depreciation & Amortization - included in SG&A Expense | 11.6 | 11.4 | 23.2 | 22.1 | ||||||||||||||||||||||
| Depreciation & Amortization - Total | $ | 22.9 | $ | 21.3 | $ | 45.4 | $ | 40.0 | ||||||||||||||||||
| Core Depreciation and Amortization | $ | 12.3 | $ | 10.0 | $ | 24.1 | $ | 17.9 | ||||||||||||||||||
| Step-Up Depreciation and Amortization | $ | 10.6 | 11.3 | $ | 21.3 | 22.1 | ||||||||||||||||||||
| Total Depreciation and Amortization | $ | 22.9 | $ | 21.3 | $ | 45.4 | $ | 40.0 | ||||||||||||||||||
Trailing Twelve Months (TTM) Adjusted EBITDA
| FY 2025 | 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | Q1 | Q2 | Q3 | Q4 | FY 2025 | Q1 | Q2 | TTM | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 45.1 | $ | 48.7 | $ | 60.3 | $ | 62.4 | $ | 216.5 | $ | 47.9 | $ | 55.7 | $ | 226.3 | ||||||||||||||||||||||||||||||||||
Net Debt and Leverage Ratio
| (dollars in millions) | As of June 28, 2026 | |||||||
| Term Loan | $ | 630.3 | ||||||
| Real Estate Loan | 54.5 | |||||||
| ABL Facility | 0.3 | |||||||
Equipment Loans and Finance Leases(1) | 164.5 | |||||||
Gross Debt(2) | 849.6 | |||||||
| Cash and Cash Equivalents | 58.6 | |||||||
| Total Net Debt | $ | 791.0 | ||||||
| Last 52-Weeks Adjusted EBITDA | $ | 226.3 | ||||||
Net Leverage Ratio(3) | 3.5x | |||||||
(1) Equipment loans and finance leases include leases accounted for as finance leases under US GAAP and loans for equipment.
(2) Includes Term Loan B, ABL Facility, Equipment Loans, and Finance Leases. Excludes amounts related to guarantees on IO loans which are collateralized by routes. The Company has the ability to recover substantially all of the outstanding IO loan value in the event of a default scenario, which historically has been uncommon.
(3) Based on trailing twelve month Adjusted EBITDA of $226.3 million.
Adjusted Free Cash Flow
| 13-Weeks Ended | 26-Weeks Ended | |||||||||||||||||||||||||
| (dollars in millions) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||||
| Cash Flow From Operations | $ | 11.7 | $ | 16.3 | $ | (0.5) | $ | (3.9) | ||||||||||||||||||
| Capital Expenditures | (13.6) | (26.9) | (27.4) | (65.7) | ||||||||||||||||||||||
| Proceeds from sale of property and equipment | 1.2 | — | 1.3 | 0.8 | ||||||||||||||||||||||
| Adjusted Free Cash Flow | $ | (0.7) | $ | (10.6) | $ | (26.6) | $ | (68.8) | ||||||||||||||||||