utz-20250928

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 28, 2025
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Utz Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38686

85-2751850

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

900 High Street

Hanover, PA 17331

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (717) 637-6644

N/A

(Former name or former address, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of October 27, 2025, 87,509,774 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and 55,349,000 shares of Class V Common Stock, par value $0.0001 per share (“Class V Common Stock”), were issued and outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company’s business. Specifically, forward-looking statements may include statements relating to:

•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 tariffs, inflation 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; and

•Other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” "forecast,” "intend,” "expect,” “anticipate,” “believe,” “seek,” “target” "goal," "on track" or similar expressions.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, reflect Company 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; 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 such as the One Big Beautiful Bill Act; 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 (including risks associated with our recently announced executive leadership transition); 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; 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; 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 29, 2024 and in the other reports we file with the U.S. Securities and Exchange Commission from time to time.


Table of Contents

			Page
Part I - Financial Information
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS			1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)			2
CONSOLIDATED STATEMENTS OF EQUITY			3
CONSOLIDATED STATEMENTS OF CASH FLOWS			5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			30
Item 4. Controls and Procedures			30

Part II - Other Information
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			30
Item 3. Defaults Upon Senior Securities			30
Item 4. Mine Safety Disclosures			30
Item 5. Other Information			31
Item 6. Exhibits			31
Signatures			32

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Utz Brands, Inc.

CONSOLIDATED BALANCE SHEETS

September 28, 2025 and December 29, 2024

(In millions, except share information)


	As of September 28, 2025		As of December 29, 2024
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	57.7	$	56.1
Accounts receivable, less allowance of $3.6 and $3.3, respectively	133.3		119.9
Inventories	112.9		101.4
Prepaid expenses and other assets	24.4		35.3
Current portion of notes receivable	5.1		4.6
Total current assets	333.4		317.3
Non-current Assets
Assets held for sale	6.7		—
Property, plant and equipment, net	396.5		345.2
Goodwill	870.7		870.7
Intangible assets, net	973.0		996.5
Non-current portion of notes receivable	10.5		9.2
Other assets	185.8		189.5
Total non-current assets	2,443.2		2,411.1
Total assets	$	2,776.6	$	2,728.4
LIABILITIES AND EQUITY
Current Liabilities
Current portion of term debt	$	25.9	$	16.1
Current portion of other notes payable	7.2		6.9
Accounts payable	172.2		151.0
Accrued expenses and other	68.8		78.3
Current portion of warrant liability	—		33.0
Total current liabilities	274.1		285.3
Non-current portion of term debt and revolving credit facility	824.8		752.5
Non-current portion of other notes payable	15.8		15.0
Non-current accrued expenses and other	170.0		164.2

Deferred tax liability	129.8		123.7
Total non-current liabilities	1,140.4		1,055.4
Total liabilities	1,414.5		1,340.7
Commitments and Contingencies
Equity
Shares of Class A Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 87,509,774 and 83,537,542 shares issued and outstanding as of September 28, 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 September 28, 2025 and December 29, 2024, respectively	—		—
Additional paid-in capital	1,032.8		988.5
Accumulated deficit	(318.4)		(304.7)
Accumulated other comprehensive income	10.9		18.6
Total stockholders' equity	725.3		702.4
Noncontrolling interest	636.8		685.3
Total equity	1,362.1		1,387.7
Total liabilities and equity	$	2,776.6	$	2,728.4

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

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024

(In millions, except share information)

(Unaudited)


	Thirteen weeks ended September 28, 2025		Thirteen weeks ended September 29, 2024		Thirty-nine weeks ended September 28, 2025		Thirty-nine weeks ended September 29, 2024
Net sales	$	377.8	$	365.5	$	1,096.6	$	1,068.2
Cost of goods sold	250.9		234.5		724.7		692.9
Gross profit	126.9		131.0		371.9		375.3

Selling, distribution, and administrative expenses
Selling and distribution	88.4		80.1		251.5		227.5
Administrative	34.7		29.9		104.3		96.5
Total selling, distribution, and administrative expenses	123.1		110.0		355.8		324.0

(Loss) gain on sale of assets, net	(0.5)		(1.5)		(0.7)		0.4

Income from operations	3.3		19.5		15.4		51.7
Other (loss) income, net
Gain on sale of business	—		—		—		44.0
Interest expense	(10.6)		(12.6)		(33.5)		(36.6)
Loss on debt extinguishment	—		—		(0.5)		(1.3)
Other income	1.2		0.5		1.0		1.5
(Loss) gain on remeasurement of warrant liability	(0.7)		(6.4)		22.8		(5.3)
Other (loss) income, net	(10.1)		(18.5)		(10.2)		2.3

(Loss) income before taxes	(6.8)		1.0		5.2		54.0
Income tax expense	13.4		0.2		9.6		25.4
Net (loss) income	(20.2)		0.8		(4.4)		28.6
Net loss (income) attributable to noncontrolling interest	5.5		(3.0)		7.7		(15.0)
Net (loss) income attributable to controlling interest	$	(14.7)	$	(2.2)	$	3.3	$	13.6

Income per Class A Common stock: (in dollars)
Basic	$	(0.17)	$	(0.03)	$	0.04	$	0.17
Diluted	$	(0.17)	$	(0.03)	$	0.04	$	0.16
Weighted-average shares of Class A Common stock outstanding
Basic	86,958,867		82,445,064		86,266,184		81,763,848
Diluted	86,958,867		82,445,064		87,795,006		84,948,754

Net (loss) income	$	(20.2)	$	0.8	$	(4.4)	$	28.6
Other comprehensive (loss) income:
Change in fair value of interest rate swap	(2.5)		(15.5)		(12.7)		(13.0)
Comprehensive (loss) income	(22.7)		(14.7)		(17.1)		15.6
Net comprehensive loss (income) attributable to noncontrolling interest	6.5		3.4		12.7		(9.6)
Net comprehensive (loss) income attributable to controlling interest	$	(16.2)	$	(11.3)	$	(4.4)	$	6.0

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

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

For the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 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	342,145	—			—		9.2		—		—		9.2		—		9.2
Payments of tax withholding requirements for employee stock awards		—			—		(1.4)		—		—		(1.4)		—		(1.4)
Deferred tax impact from divestiture

SEC Form 10-Q filed by Utz Brands Inc