Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity Registrant Name | Utz Brands, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38686 | |
Entity Tax Identification Number | 85-2751850 | |
Entity Address, Address Line One | 900 High Street | |
Entity Address, City or Town | Hanover | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 17331 | |
City Area Code | 717 | |
Local Phone Number | 637-6644 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | UTZ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001739566 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-29 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 81,473,973 | |
Class V Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 59,349,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 47,004 | $ 52,023 |
Accounts receivable, less allowance of $3,103 and $2,933, respectively | 135,227 | 135,130 |
Inventories | 104,586 | 104,666 |
Prepaid expenses and other assets | 36,978 | 30,997 |
Current portion of notes receivable | 4,987 | 5,237 |
Total current assets | 328,782 | 328,053 |
Non-current Assets | ||
Assets held for sale | 3,253 | 7,559 |
Property, plant and equipment, net | 295,836 | 318,881 |
Goodwill | 870,695 | 915,295 |
Intangible assets, net | 1,011,237 | 1,063,413 |
Non-current portion of notes receivable | 11,477 | 12,413 |
Other assets | 103,972 | 101,122 |
Total non-current assets | 2,296,470 | 2,418,683 |
Total assets | 2,625,252 | 2,746,736 |
Current Liabilities | ||
Current portion of term debt | 20,651 | 21,086 |
Current portion of other notes payable | 7,696 | 7,649 |
Accounts payable | 115,651 | 124,361 |
Accrued expenses and other | 91,278 | 77,590 |
Total current liabilities | 235,276 | 230,686 |
Non-current portion of term debt and revolving credit facility | 736,246 | 878,511 |
Non-current portion of other notes payable | 19,086 | 19,174 |
Non-current accrued expenses and other | 73,691 | 76,720 |
Non-current warrant liability | 55,080 | 43,272 |
Deferred tax liability | 115,785 | 114,690 |
Total non-current liabilities | 999,888 | 1,132,367 |
Total liabilities | 1,235,164 | 1,363,053 |
Commitments and Contingencies | ||
Equity | ||
Additional paid-in capital | 952,227 | 944,573 |
Accumulated deficit | (306,842) | (298,049) |
Accumulated other comprehensive income | 25,652 | 22,958 |
Total stockholders' equity | 671,051 | 669,496 |
Noncontrolling interest | 719,037 | 714,187 |
Total equity | 1,390,088 | 1,383,683 |
Total liabilities and equity | 2,625,252 | 2,746,736 |
Class A Common Stock | ||
Equity | ||
Common stock | 8 | 8 |
Class V Common Stock | ||
Equity | ||
Common stock | $ 6 | $ 6 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, less allowance | $ 3,103 | $ 2,933 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (in shares) | 81,406,827 | 81,187,977 |
Common stock outstanding (in shares) | 81,406,827 | 81,187,977 |
Class V Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 61,249,000 | 61,249,000 |
Common stock issued (in shares) | 59,349,000 | 59,349,000 |
Common stock outstanding (in shares) | 59,349,000 | 59,349,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 346,523 | $ 351,433 |
Cost of goods sold | 226,950 | 246,937 |
Gross profit | 119,573 | 104,496 |
Selling, distribution, and administrative expenses | ||
Selling and distribution | 73,666 | 65,046 |
Administrative | 35,782 | 41,040 |
Total selling, distribution, and administrative expenses | 109,448 | 106,086 |
Loss on sale of assets, net | (470) | (508) |
Income (loss) from operations | 9,655 | (2,098) |
Other income (expense), net | ||
Gain on sale of business | 44,015 | 0 |
Interest expense | (13,831) | (14,378) |
Other income | 910 | 1,615 |
Loss on remeasurement of warrant liability | (11,808) | (2,232) |
Other income (expense), net | 19,286 | (14,995) |
Income (loss) before taxes | 28,941 | (17,093) |
Income tax expense (benefit) | 26,544 | (2,611) |
Net income (loss) | 2,397 | (14,482) |
Net (income) loss attributable to noncontrolling interest | (6,387) | 5,355 |
Net loss attributable to controlling interest | $ (3,990) | $ (9,127) |
Loss per Class A Common stock: (in dollars) | ||
Basic (in dollars per share) | $ (0.05) | $ (0.11) |
Diluted (in dollars per share) | $ (0.05) | $ (0.11) |
Weighted-average shares of Class A Common stock outstanding | ||
Basic (in shares) | 81,389,465 | 80,978,008 |
Diluted (in shares) | 81,389,465 | 80,978,008 |
Net income (loss) | $ 2,397 | $ (14,482) |
Other comprehensive income (loss): | ||
Change in fair value of interest rate swap | 4,659 | (10,325) |
Comprehensive income (loss) | 7,056 | (24,807) |
Net comprehensive (income) loss attributable to noncontrolling interest | (8,352) | 9,722 |
Net comprehensive loss attributable to controlling interest | $ (1,296) | $ (15,085) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class V Common Stock | Parent | Common Stock Class A Common Stock | Common Stock Class V Common Stock | Additional Paid-in Capital | Accumulated (Deficit) | Accumulated Other Comprehensive Income | Non-controlling Interest |
Beginning balance (in shares) at Jan. 01, 2023 | 80,882,334 | 59,349,000 | ||||||||
Beginning balance at Jan. 01, 2023 | $ 1,451,684 | $ 703,146 | $ 8 | $ 6 | $ 926,919 | $ (254,564) | $ 30,777 | $ 748,538 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation (in shares) | 130,534 | |||||||||
Share-based compensation | 4,634 | 4,634 | 4,634 | |||||||
Payments of tax withholding requirements for employee stock awards | (589) | (589) | (589) | |||||||
Net income (loss) | (14,482) | (9,127) | (9,127) | (5,355) | ||||||
Cash dividends declared | (56) | (56) | (56) | |||||||
Other comprehensive income (loss) | (10,325) | (5,958) | (5,958) | (4,367) | ||||||
Ending balance (in shares) at Apr. 02, 2023 | 81,012,868 | 59,349,000 | ||||||||
Ending balance at Apr. 02, 2023 | 1,430,866 | 692,050 | $ 8 | $ 6 | 930,964 | (263,747) | 24,819 | 738,816 | ||
Beginning balance (in shares) at Dec. 31, 2023 | 81,187,977 | 59,349,000 | 81,187,977 | 59,349,000 | ||||||
Beginning balance at Dec. 31, 2023 | 1,383,683 | 669,496 | $ 8 | $ 6 | 944,573 | (298,049) | 22,958 | 714,187 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation (in shares) | 218,850 | |||||||||
Share-based compensation | 3,913 | 3,913 | 3,913 | |||||||
Payments of tax withholding requirements for employee stock awards | (1,397) | (1,397) | (1,397) | |||||||
Deferred tax impact from divestiture | 5,138 | 5,138 | 5,138 | |||||||
Net income (loss) | 2,397 | (3,990) | (3,990) | 6,387 | ||||||
Cash dividends declared | (4,803) | (4,803) | (4,803) | |||||||
Distribution to noncontrolling interest | (3,502) | (3,502) | ||||||||
Other comprehensive income (loss) | 4,659 | 2,694 | 2,694 | 1,965 | ||||||
Ending balance (in shares) at Mar. 31, 2024 | 81,406,827 | 59,349,000 | 81,406,827 | 59,349,000 | ||||||
Ending balance at Mar. 31, 2024 | $ 1,390,088 | $ 671,051 | $ 8 | $ 6 | $ 952,227 | $ (306,842) | $ 25,652 | $ 719,037 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Cash flows from operating activities | ||
Net income (loss) | $ 2,397 | $ (14,482) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Impairment and other charges | 0 | 1,945 |
Depreciation and amortization | 18,302 | 20,094 |
Gain on sale of business | (44,015) | 0 |
Loss on remeasurement of warrant liability | 11,808 | 2,232 |
Loss on sale of assets | 470 | 508 |
Share-based compensation | 3,913 | 4,634 |
Deferred taxes | 6,159 | 357 |
Deferred financing costs | 1,760 | 5 |
Changes in assets and liabilities: | ||
Accounts receivable, net | (8,578) | (71) |
Inventories | (6,190) | (5,450) |
Prepaid expenses and other assets | (6,503) | (2,123) |
Accounts payable and accrued expenses and other | 11,412 | (16,092) |
Net cash used in operating activities | (9,065) | (8,443) |
Cash flows from investing activities | ||
Purchases of property and equipment | (13,630) | (13,906) |
Proceeds from sale of property and equipment | 6,006 | 451 |
Proceeds from sale of business | 167,500 | 0 |
Proceeds from sale of routes | 7,199 | 6,127 |
Proceeds from the sale of IO notes | 855 | 867 |
Notes receivable | (9,919) | (7,557) |
Net cash provided by (used in) investing activities | 158,011 | (14,018) |
Cash flows from financing activities | ||
Borrowings on line of credit | 37,000 | 20,000 |
Repayments on line of credit | (37,119) | 0 |
Borrowings on term debt and notes payable | 9,798 | 2,331 |
Repayments on term debt and notes payable | (154,239) | (6,244) |
Payments of tax withholding requirements for employee stock awards | (1,397) | (589) |
Dividends | (4,625) | (4,663) |
Distribution to noncontrolling interest | (3,383) | (3,383) |
Net cash (used in) provided by financing activities | (153,965) | 7,452 |
Net decrease in cash and cash equivalents | (5,019) | (15,009) |
Cash and cash equivalents at beginning of period | 52,023 | 72,930 |
Cash and cash equivalents at end of period | $ 47,004 | $ 57,921 |
OPERATIONS AND SUMMARY OF SIGNI
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI" or the "Company") and its wholly owned subsidiaries. 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 has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s financial statements for the year ended December 31, 2023. The balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements as of and for the year ended December 31, 2023. 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 the 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 our significant accounting policies, should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023. All intercompany transactions and balances have been eliminated in consolidation. Prior Period Revision - Consolidated Statement of Cash Flows – For the thirteen weeks ended March 31, 2024, the Company disclosed the borrowings of lines of credit and repayments of lines of credit as separate line items within the financing activities section of the Consolidated Statement of Cash Flows. The Company has corrected these line items for the thirteen weeks ended April 2, 2023 for comparability purposes and deems the change to that period to be immaterial. Revenue Recognition – The Company’s revenues primarily consist of the sale of salty snack items to customers, including supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, 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. 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 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 provisions 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 the 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 including historical data on performance of similar promotional programs. The Company has reserves in place of $10.8 million as of March 31, 2024, which include adjustments taken by customers of $5.1 million that are awaiting final processing and reserves of $17.4 million as of December 31, 2023, which include adjustments taken by customers of $6.2 million that are awaiting final processing. Differences between estimated expense and actual redemptions are recognized as a change in management estimate as actual redemptions are incurred. Recently Issued Accounting Standards – In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes: 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. The ASU 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 the ASU to determine its impact on the Company's income tax disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, |
DIVESTITURE
DIVESTITURE | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURE | DIVESTITURE 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: Property, plant, and equipment, net $ 27,483 Goodwill 44,600 Intangible assets, net 44,327 Net working capital adjustments 7,075 Net assets sold $ 123,485 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 thirteen weeks ended March 31, 2024. The Company and Our Home will operate under a transition services agreement for 12 months. In addition, following the closing of the Good Health and R.W. Garcia Sale, the parties will operate under reciprocal co-manufacturing agreements under which Our Home will co-manufacture certain of the Company's products and the Company will co-manufacture certain Good Health products. Certain Good Health products will continue to be distributed and sold on the Company's DSD network for Our Home. The Company received approximately $15.5 million in advance from Our Home for certain terms under these agreements for which the Company will recognize through income from operations over the term of the transition services agreement and co-manufacturing agreements. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Finished goods $ 68,271 $ 65,673 Raw materials 27,328 29,757 Maintenance parts 8,987 9,236 Total inventories $ 104,586 $ 104,666 In connection with the Good Health and R.W. Garcia Sale in February 2024, the Company sold inventory of $6.3 million. See Note 2. Divestiture . |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Land $ 26,891 $ 28,561 Buildings 117,134 123,603 Machinery and equipment 221,848 248,886 Land improvements 3,199 3,887 Building improvements 1,740 5,163 Construction-in-progress 40,174 35,533 410,986 445,633 Less: accumulated depreciation (115,150) (126,752) Property, plant and equipment, net $ 295,836 $ 318,881 Depreciation expense was $8.7 million and $10.4 million for the thirteen weeks ended March 31, 2024 and April 2, 2023, respectively. Depreciation expense is classified in cost of goods sold, selling, distribution, and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss). During the thirteen weeks ended April 2, 2023, the Company recognized expense of $1.9 million related to the impairment of equipment. During the thirteen weeks ended March 31, 2024, in connection with the Good Health and R.W. Garcia Sale as described in Note 2. Divestiture, the Company sold its Lincolnton, NC, and Lititz, PA manufacturing facilities and certain related assets having a book value of $27.5 million. The Company also sold its manufacturing facility in Birmingham, AL for proceeds of $6.0 million. The Birmingham, AL manufacturing facility was classified as Assets held for sale on the Consolidated Balance Sheet at December 31, 2023. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET A rollforward of goodwill is as follows: (in thousands) December 31, 2023 $ 915,295 Good Health and R.W. Garcia Sale, Note 2. Divestiture (44,600) Balance as of March 31, 2024 $ 870,695 Intangible assets, net, consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Subject to amortization: Distributor/customer relationships $ 647,712 $ 677,930 Trademarks 59,920 63,850 Amortizable assets, gross 707,632 741,780 Accumulated amortization (124,824) (120,405) Amortizable assets, net 582,808 621,375 Not subject to amortization: Trade names 419,513 434,513 Route assets 8,916 7,525 Intangible assets, net $ 1,011,237 $ 1,063,413 The Company sold customer relationships and trademarks in the amount of $26.0 million and $18.3 million, respectively, related to the Good Health and R.W. Garcia Sale. See Note 2. Divestiture for further discussion. There were no other significant changes to intangible assets during the thirteen weeks ended March 31, 2024 and April 2, 2023 other than those which arise from the normal course of business from buying and selling of Company-owned route assets and amortization. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTES RECEIVABLE Contracts are executed between the Company and IOs for the sale of the product distribution routes, including a note in favor of the Company, in certain cases. The notes bear interest at rates ranging from 4.50% to 10.31% with terms ranging generally from two Note 10. Contingencies. |
ACCRUED EXPENSES AND OTHER
ACCRUED EXPENSES AND OTHER | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER | ACCRUED EXPENSES AND OTHER Current accrued expenses and other consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Accrued compensation and benefits $ 14,278 $ 21,466 Accrued Federal income tax payable 18,534 — Operating right of use liability 15,063 14,992 Insurance liabilities 7,230 6,811 Accrued freight and manufacturing related costs 3,331 4,424 Accrued dividends and distributions 8,136 7,972 Accrued interest 927 13,280 Deferred transition services and other fees (a) 12,727 — Other accrued expenses 11,052 8,645 Total accrued expenses and other $ 91,278 $ 77,590 (a) See Note 2. Divestiture , for further discussion. Non-current accrued expenses and other consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Operating right of use liability $ 42,745 $ 43,928 Tax Receivable Agreement liability 24,198 24,297 Supplemental retirement and salary continuation plans 6,748 6,559 Long-term portion of an interest rate hedge liability — 1,936 Total accrued expenses and other $ 73,691 $ 76,720 |
TERM DEBT, REVOLVING CREDIT FAC
TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE | TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE Term Debt and Revolving Credit Facility Term debt and revolving credit facilities consists of the following: Debt (in thousands) Original Principal Balance Maturity Date As of March 31, 2024 As of December 31, 2023 Term Loan B $ 795,000 January-28 $ 630,335 $ 771,335 Real Estate Term Loan (1) $ 88,140 October-32 70,891 80,184 Equipment loans (2) $ 79,814 62,435 56,482 ABL facility (3) October-27 248 368 Net impact of debt issuance costs and original issue discounts (7,012) (8,772) Total long-term debt 756,897 899,597 Less: current portion (20,651) (21,086) Long term portion of term debt and financing obligations $ 736,246 $ 878,511 (1) Loan by City National Bank which is secured by a majority of the real estate assets of the Company ("Real Estate Term Loan"). (2) Equipment loans have varying maturities from November 2024 to September 2028. (3) Asset-based revolving credit facility ("ABL facility"). In connection with the Good Health and R.W. Garcia Sale as described in Note 2. Divestiture , the Company made a $141.0 million payment on its Term Loan B and $8.5 million payment on its Real Estate Term Loan during thirteen weeks ended March 31, 2024. Other Notes Payable and Capital Leases Amounts outstanding under notes payable consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Note payable – IO notes $ 15,594 $ 16,478 Finance lease obligations 11,088 10,145 Other 100 200 Total notes payable 26,782 26,823 Less: current portion (7,696) (7,649) Long term portion of notes payable $ 19,086 $ 19,174 Interest Expense Interest expense consisted of the following: (in thousands) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023 Company’s ABL facility and other long-term debt $ 11,782 $ 14,142 Amortization of deferred financing fees 1,760 5 IO loans 289 231 Total interest $ 13,831 $ 14,378 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE | 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 on the Company’s Consolidated Balance Sheets at fair value. See Note 8. Term Debt, Revolving Credit Facility, and Other Notes Payable . In conjunction with Real Estate Term Loan pay downs during the thirteen weeks ended March 31, 2024 discussed within Note 8. Term Debt, Revolving Credit Facility, and Other Notes Payable and estimated future pay downs, the Company determined that $36.7 million of hedged forecasted transactions were not probable of occurring. As such, effective February 1, 2024, the Company de-designated its interest rate hedge accounting on its Real Estate Term Loan and re-designated a new interest hedging relationship totaling $47.0 million. As a result, the Company immediately reclassified $0.3 million of accumulated other comprehensive income to earnings which is reflected as a decrease to interest expense within the Consolidated Statements of Operations and Comprehensive Income (Loss). As of March 31, 2024, $36.7 million of the remaining notional of the Company's interest rate swap will be recorded at fair value with mark-to-market adjustments recorded immediately in earnings. As of and for the thirteen weeks ended March 31, 2024, there were no changes to the hedge accounting related to Term Loan B. Warrant Liabilities As of each of March 31, 2024 and December 31, 2023, there were 7,200,000 private placement warrants outstanding which are accounted for as derivative liabilities pursuant to ASC 815-40. A reconciliation of the changes in the warrant liability during the thirteen weeks ended March 31, 2024 is as follows: (in thousands) Fair value of warrant liabilities as of December 31, 2023 $ 43,272 Loss on remeasurement of warrant liability 11,808 Fair value of warrant liabilities as of March 31, 2024 $ 55,080 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 $97.1 million as of March 31, 2024 and $66.7 million as of December 31, 2023. 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 (losses) totaling $0.8 million for the thirteen weeks ended March 31, 2024 and $(2.7) million for the thirteen weeks ended April 2, 2023, 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 March 31, 2024: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 47,004 $ — $ — $ 47,004 Commodity contracts — 563 — 563 Interest rate swaps — 36,451 — 36,451 Total assets $ 47,004 $ 37,014 $ — $ 84,018 Liabilities: Commodity contracts $ — $ 1,269 $ — $ 1,269 Private placement warrants — 55,080 — 55,080 Debt — 756,897 — 756,897 Total liabilities $ — $ 813,246 $ — $ 813,246 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 31, 2023: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 52,023 $ — $ — $ 52,023 Commodity contracts — 211 — 211 Interest rate swaps — 33,332 — 33,332 Total assets $ 52,023 $ 33,543 $ — $ 85,566 Liabilities: Commodity contracts $ — $ 2,094 $ — $ 2,094 Interest rate swaps — 1,936 — 1,936 Private placement warrants — 43,272 — 43,272 Debt — 899,597 — 899,597 Total liabilities $ — $ 946,899 $ — $ 946,899 |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES Litigation Matters The Company is involved in litigation and other matters incidental to the conduct of its business, the results of which, in the opinion of management, are not likely to be material to the Company’s financial condition, results of operations or cash flows. 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 $56.3 million and $52.8 million at March 31, 2024 and December 31, 2023, respectively, which are accounted for as an off balance sheet arrangement. As discussed in Note 8. Term Debt, Revolving Credit Facility, and Other Notes Payable , the Company also sold notes receivable on its books to Bank of America during fiscal years 2023, and 2024, which the Company partially guarantees. The outstanding balance of notes purchased by Bank of America at March 31, 2024 and December 31, 2023 was $14.0 million and $14.8 million, respectively. Due to the structure of the transactions, the sale did not qualify for sale accounting treatment, and as such the Company records the notes payable obligation owed by the IOs to the financial institution on its Consolidated Balance Sheets; the corresponding note receivable also remained on 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 balances of these loans were $2.5 million and $2.9 million at March 31, 2024 and December 31, 2023, respectively, of which $2.0 million and $2.2 million was included in the Company's Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, respectively. The maximum amount of future payments the Company could be required to make under the 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. |
SUPPLEMENTARY CASH FLOW INFORMA
SUPPLEMENTARY CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTARY CASH FLOW INFORMATION | SUPPLEMENTARY CASH FLOW INFORMATION (in thousands) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023 Cash paid for interest $ 24,424 $ 14,408 Refunds related to income taxes $ 22 $ 63 Payments for income taxes $ 15 $ 6 Finance lease additions $ 1,763 $ 308 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 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 UBH, as well as any standalone income or loss the Company 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 the Company. Despite its partnership treatment, UBH is liable for income taxes in those states not recognizing its pass-through status and for certain of its subsidiaries 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 tax 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 expense of $26.5 million and benefit of $2.6 million for the thirteen weeks ended March 31, 2024 and April 2, 2023, respectively. The effective tax rates for the thirteen weeks ended March 31, 2024 and April 2, 2023 were 91.7% and 15.3%, respectively. The Company’s effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of UBH, which is a partnership, is not taxed at the Company level, and is required to allocate some of its taxable results to the Continuing Members, as well as state taxes and the fair value impact of warrant liabilities. The Company’s effective tax rate for the thirteen weeks ended March 31, 2024 was 1.7% before consideration of any discrete items. During the thirteen weeks ended March 31, 2024, the effective tax rate was impacted by the sale certain assets and brands to affiliates of Our Home™ and statutory state tax rate changes which resulted in a discrete tax expense of $26.1 million and $0.5 million, respectively. The Company regularly evaluates valuation allowances established for deferred tax assets (“DTA's”) 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 use of the existing DTA's. As of March 31, 2024, 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 DTA's 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 DTA's for which it is more likely than not they will not be realized. The Company has DTA’s related to its investment in the partnership 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 (“DTL’s”) related to its investment in the partnership that will not reverse in the ordinary course of business and will only reverse when the partnership is sold or liquidated. The Company has no intention of disposing of or liquidating the partnership and therefore has not considered the indefinite lived DTL as a source of income to offset other DTA’s. 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 DTA’s 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 the partnership 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 DTA’s. The amount of DTA 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 March 31, 2024, tax years 2020 through 2024 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2019 through 2024 remain open and subject to examination in selected states that have a four year statute of limitations. 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 March 31, 2024 and December 31, 2023. Tax receivable agreement liability Pursuant to an election under section 754 of the Internal Revenue Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed to purchase UBH units from a third party then holding common and preferred interest of the Continuing Members and purchased UBH units from the Continuing Members per the Business Combination Agreement. The Continuing Members have the option to exchange UBH units along with the forfeiture of a corresponding number of Class V Common Stock of the Company for UBI common stock post-Business Combination. 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. Pursuant to the Business Combination Agreement, the Company entered into the Tax Receivable Agreement in connection with the Business Combination (the “Tax Receivable Agreement” or "TRA") , which provides for the payment by the Company of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the Business Combination and any future exchanges by the Continuing Members of UBH units for UBI common stock; (ii) tax basis increases attributable to payments made under the TRA; and (iii) tax amortization deductions attributable to the acquisition of Kennedy and the election to treat the transaction as an asset deal for tax purposes (the "TRA Payments"). The rights of each party under the TRA other than the Company are assignable, subject to certain restrictions. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. As of March 31, 2024 and December 31, 2023, the Company had a liability of $24.2 million and $24.3 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Basic loss per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding during the periods. Diluted loss per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding during the periods. The following table reconciles the numerators and denominators used in the computations of both basic and diluted loss per share: (in thousands, except share data) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023 Numerator: Net loss attributable to common stockholders $ (3,990) $ (9,127) Denominator: Weighted average Class A Common Stock shares, basic 81,389,465 80,978,008 Dilutive securities included in diluted earnings per share calculation: Warrants — — RSUs — — PSUs — — Stock options — — Total dilutive weighted average shares 81,389,465 80,978,008 Basic loss per share $ (0.05) $ (0.11) Diluted loss per share $ (0.05) $ (0.11) Class V Common Stock not subject to loss per share calculation 59,349,000 59,349,000 Net income (loss) attributable to noncontrolling interest $ 6,387 $ (5,355) The diluted loss per share computation excludes the effect of certain warrants, restricted stock units ("RSUs"), performance stock units ("PSUs"), and stock options granted to directors and management which 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 earnings per share calculation are as follows: Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023 Warrants 2,548,053 2,196,193 RSUs 417,011 180,908 PSUs 263,975 104,102 Stock options 33,670 1,601 Shares of the Company’s Class V Common Stock do not participate in earnings or losses 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 each of March 31, 2024 and December 31, 2023, the Continuing Members held all 59,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of common limited liability company units of UBH, which comprise the noncontrolling interest. The net income (loss) attributable to the noncontrolling interest was $6.4 million and $(5.4) million for the thirteen weeks ended March 31, 2024 and April 2, 2023, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In April 2024, the Company sold its Berlin, PA and Fitchburg, MA manufacturing facilities and certain related assets for $18.5 million. On April 17, 2024, the Company amended its Term Loan B to refinance in full all of the $630.0 million outstanding term loans and reduce the interest rate from the Secured Overnight Financing Rate ("SOFR") rate plus a credit spread adjustment plus 3.00% to the SOFR rate plus 2.75%, as well as certain other changes. Other material terms of the Term Loan B, including the January 2028 maturity date, remain unchanged. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,990) | $ (9,127) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Roger K. Deromedi [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During the quarter ended March 31, 2024, the Roger K. Deromedi Revocable Trust u/a/d 2/11/2000 (the "Revocable Trust"), a trust affiliated with Roger Deromedi, the Lead Independent Director of the Company’s Board of Directors, adopted a Rule 10b5-1 trading plan (the “Plan”). The Plan provides for the potential sale of up to 506,270 shares of the Company’s Class A Common Stock held by the Revocable Trust to occur between June 11, 2024 (the first trade date) and February 7, 2025 (the Plan end date). Mr. Deromedi holds voting and dispositive power over the shares of Class A Common Stock held by the Revocable Trust. This Plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding transactions in the Company’s securities. |
Name | Roger Deromedi |
Title | Lead Independent Director of the Company’s Board of Directors |
Rule 10b5-1 Arrangement Adopted | true |
Arrangement Duration | 241 days |
Aggregate Available | 506,270 |
OPERATIONS AND SUMMARY OF SIG_2
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Consolidation | All intercompany transactions and balances have been eliminated in consolidation. |
Prior Period Revision | Prior Period Revision - Consolidated Statement of Cash Flows – For the thirteen weeks ended March 31, 2024, the Company disclosed the borrowings of lines of credit and repayments of lines of credit as separate line items within the financing activities section of the Consolidated Statement of Cash Flows. The Company has corrected these line items for the thirteen weeks ended April 2, 2023 for comparability purposes and deems the change to that period to be immaterial. |
Revenue Recognition | 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. 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 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards – In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. The ASU 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 the ASU to determine its impact on the Company's income tax disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, |
DIVESTITURE (Tables)
DIVESTITURE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Net Assets and Liabilities | The following table summarizes the net assets and liabilities included in the Good Health and R.W. Garcia Sale: Property, plant, and equipment, net $ 27,483 Goodwill 44,600 Intangible assets, net 44,327 Net working capital adjustments 7,075 Net assets sold $ 123,485 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Finished goods $ 68,271 $ 65,673 Raw materials 27,328 29,757 Maintenance parts 8,987 9,236 Total inventories $ 104,586 $ 104,666 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net, consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Land $ 26,891 $ 28,561 Buildings 117,134 123,603 Machinery and equipment 221,848 248,886 Land improvements 3,199 3,887 Building improvements 1,740 5,163 Construction-in-progress 40,174 35,533 410,986 445,633 Less: accumulated depreciation (115,150) (126,752) Property, plant and equipment, net $ 295,836 $ 318,881 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A rollforward of goodwill is as follows: (in thousands) December 31, 2023 $ 915,295 Good Health and R.W. Garcia Sale, Note 2. Divestiture (44,600) Balance as of March 31, 2024 $ 870,695 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net, consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Subject to amortization: Distributor/customer relationships $ 647,712 $ 677,930 Trademarks 59,920 63,850 Amortizable assets, gross 707,632 741,780 Accumulated amortization (124,824) (120,405) Amortizable assets, net 582,808 621,375 Not subject to amortization: Trade names 419,513 434,513 Route assets 8,916 7,525 Intangible assets, net $ 1,011,237 $ 1,063,413 |
ACCRUED EXPENSES AND OTHER (Tab
ACCRUED EXPENSES AND OTHER (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other | Current accrued expenses and other consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Accrued compensation and benefits $ 14,278 $ 21,466 Accrued Federal income tax payable 18,534 — Operating right of use liability 15,063 14,992 Insurance liabilities 7,230 6,811 Accrued freight and manufacturing related costs 3,331 4,424 Accrued dividends and distributions 8,136 7,972 Accrued interest 927 13,280 Deferred transition services and other fees (a) 12,727 — Other accrued expenses 11,052 8,645 Total accrued expenses and other $ 91,278 $ 77,590 (a) See Note 2. Divestiture , for further discussion. Non-current accrued expenses and other consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Operating right of use liability $ 42,745 $ 43,928 Tax Receivable Agreement liability 24,198 24,297 Supplemental retirement and salary continuation plans 6,748 6,559 Long-term portion of an interest rate hedge liability — 1,936 Total accrued expenses and other $ 73,691 $ 76,720 |
TERM DEBT, REVOLVING CREDIT F_2
TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Term debt and revolving credit facilities consists of the following: Debt (in thousands) Original Principal Balance Maturity Date As of March 31, 2024 As of December 31, 2023 Term Loan B $ 795,000 January-28 $ 630,335 $ 771,335 Real Estate Term Loan (1) $ 88,140 October-32 70,891 80,184 Equipment loans (2) $ 79,814 62,435 56,482 ABL facility (3) October-27 248 368 Net impact of debt issuance costs and original issue discounts (7,012) (8,772) Total long-term debt 756,897 899,597 Less: current portion (20,651) (21,086) Long term portion of term debt and financing obligations $ 736,246 $ 878,511 (1) Loan by City National Bank which is secured by a majority of the real estate assets of the Company ("Real Estate Term Loan"). (2) Equipment loans have varying maturities from November 2024 to September 2028. (3) Asset-based revolving credit facility ("ABL facility"). |
Schedule of Amounts Outstanding Under Notes Payable | Amounts outstanding under notes payable consisted of the following: (in thousands) As of March 31, 2024 As of December 31, 2023 Note payable – IO notes $ 15,594 $ 16,478 Finance lease obligations 11,088 10,145 Other 100 200 Total notes payable 26,782 26,823 Less: current portion (7,696) (7,649) Long term portion of notes payable $ 19,086 $ 19,174 |
Schedule of Interest Expense | Interest expense consisted of the following: (in thousands) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023 Company’s ABL facility and other long-term debt $ 11,782 $ 14,142 Amortization of deferred financing fees 1,760 5 IO loans 289 231 Total interest $ 13,831 $ 14,378 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Reconciliation of the Changes in the Warrant Liability | A reconciliation of the changes in the warrant liability during the thirteen weeks ended March 31, 2024 is as follows: (in thousands) Fair value of warrant liabilities as of December 31, 2023 $ 43,272 Loss on remeasurement of warrant liability 11,808 Fair value of warrant liabilities as of March 31, 2024 $ 55,080 |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | 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 March 31, 2024: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 47,004 $ — $ — $ 47,004 Commodity contracts — 563 — 563 Interest rate swaps — 36,451 — 36,451 Total assets $ 47,004 $ 37,014 $ — $ 84,018 Liabilities: Commodity contracts $ — $ 1,269 $ — $ 1,269 Private placement warrants — 55,080 — 55,080 Debt — 756,897 — 756,897 Total liabilities $ — $ 813,246 $ — $ 813,246 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 31, 2023: (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 52,023 $ — $ — $ 52,023 Commodity contracts — 211 — 211 Interest rate swaps — 33,332 — 33,332 Total assets $ 52,023 $ 33,543 $ — $ 85,566 Liabilities: Commodity contracts $ — $ 2,094 $ — $ 2,094 Interest rate swaps — 1,936 — 1,936 Private placement warrants — 43,272 — 43,272 Debt — 899,597 — 899,597 Total liabilities $ — $ 946,899 $ — $ 946,899 |
SUPPLEMENTARY CASH FLOW INFOR_2
SUPPLEMENTARY CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental | (in thousands) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023 Cash paid for interest $ 24,424 $ 14,408 Refunds related to income taxes $ 22 $ 63 Payments for income taxes $ 15 $ 6 Finance lease additions $ 1,763 $ 308 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles the numerators and denominators used in the computations of both basic and diluted loss per share: (in thousands, except share data) Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023 Numerator: Net loss attributable to common stockholders $ (3,990) $ (9,127) Denominator: Weighted average Class A Common Stock shares, basic 81,389,465 80,978,008 Dilutive securities included in diluted earnings per share calculation: Warrants — — RSUs — — PSUs — — Stock options — — Total dilutive weighted average shares 81,389,465 80,978,008 Basic loss per share $ (0.05) $ (0.11) Diluted loss per share $ (0.05) $ (0.11) Class V Common Stock not subject to loss per share calculation 59,349,000 59,349,000 Net income (loss) attributable to noncontrolling interest $ 6,387 $ (5,355) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The diluted loss per share computation excludes the effect of certain warrants, restricted stock units ("RSUs"), performance stock units ("PSUs"), and stock options granted to directors and management which 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 earnings per share calculation are as follows: Thirteen weeks ended March 31, 2024 Thirteen weeks ended April 2, 2023 Warrants 2,548,053 2,196,193 RSUs 417,011 180,908 PSUs 263,975 104,102 Stock options 33,670 1,601 |
OPERATIONS AND SUMMARY OF SIG_3
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Apr. 02, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | |
Accounting Policies [Abstract] | |||
Promotional program reserve | $ 17.4 | $ 10.8 | |
Promotional program, adjustments taken by customer | $ 6.2 | $ 5.1 |
DIVESTITURE - Additional Inform
DIVESTITURE - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Apr. 02, 2023 | Feb. 05, 2024 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sale of business | $ 44,015 | $ 0 | |
Discontinued Operations, Disposed of by Sale | Good Health And R. W. Garcia Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Sale consideration | $ 167,500 | ||
Gain on sale of business | $ 44,000 | ||
Advance for operating expense | $ 15,500 |
DIVESTITURE - Summary of Net As
DIVESTITURE - Summary of Net Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Feb. 05, 2024 | Dec. 31, 2023 |
Assets disposed: | |||
Goodwill | $ 870,695 | $ 915,295 | |
Discontinued Operations, Disposed of by Sale | Good Health And R. W. Garcia Sale | |||
Assets disposed: | |||
Property, plant, and equipment, net | $ 27,483 | ||
Goodwill | 44,600 | ||
Intangible assets, net | 44,327 | ||
Net working capital adjustments | 7,075 | ||
Net assets sold | $ 123,485 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 68,271 | $ 65,673 |
Raw materials | 27,328 | 29,757 |
Maintenance parts | 8,987 | 9,236 |
Total inventories | $ 104,586 | $ 104,666 |
Inventory - Additional Informat
Inventory - Additional Information (Details) $ in Millions | Feb. 29, 2024 USD ($) |
Discontinued Operations, Disposed of by Sale | Good Health And R. W. Garcia Sale | |
Inventory [Line Items] | |
Inventories | $ 6.3 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 410,986 | $ 445,633 |
Less: accumulated depreciation | (115,150) | (126,752) |
Property, plant and equipment, net | 295,836 | 318,881 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 26,891 | 28,561 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 117,134 | 123,603 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 221,848 | 248,886 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 3,199 | 3,887 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,740 | 5,163 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 40,174 | $ 35,533 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Apr. 02, 2023 | Feb. 05, 2024 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 8,700 | $ 10,400 | |
Impairment and other charges | 0 | $ 1,945 | |
Discontinued Operations, Disposed of by Sale | Good Health And R. W. Garcia Sale | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, net | $ 27,483 | ||
Proceeds from sale of manufacturing facility | $ 6,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 915,295 |
Ending balance | 870,695 |
Discontinued Operations, Disposed of by Sale | Good Health And R. W. Garcia Sale | |
Goodwill [Roll Forward] | |
Good Health and R.W. Garcia Sale, Note 2. Divestiture | $ (44,600) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable assets, gross | $ 707,632 | $ 741,780 |
Accumulated amortization | (124,824) | (120,405) |
Amortizable assets, net | 582,808 | 621,375 |
Indefinite-lived Intangible Assets [Line Items] | ||
Non-current portion of notes receivable | 1,011,237 | 1,063,413 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 419,513 | 434,513 |
Route assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 8,916 | 7,525 |
Distributor/customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable assets, gross | 647,712 | 677,930 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable assets, gross | $ 59,920 | $ 63,850 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Proceeds from sale of intangible assets | $ 7,199 | $ 6,127 |
Amortization of intangible assets | 9,200 | $ 9,400 |
Discontinued Operations, Disposed of by Sale | Good Health And R. W. Garcia Sale | Distributor/customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Proceeds from sale of intangible assets | 26,000 | |
Discontinued Operations, Disposed of by Sale | Good Health And R. W. Garcia Sale | Trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Proceeds from sale of intangible assets | $ 18,300 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) bank | Dec. 31, 2023 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | $ 4,987 | $ 5,237 |
IO Notes Receivable | Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | $ 16,400 | $ 17,600 |
Number of banks | bank | 1 | |
IO Notes Receivable | Minimum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 4.50% | |
Term of agreement | 2 years | |
IO Notes Receivable | Maximum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 10.31% | |
Term of agreement | 10 years |
ACCRUED EXPENSES AND OTHER - Cu
ACCRUED EXPENSES AND OTHER - Current Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 14,278 | $ 21,466 |
Accrued Federal income tax payable | 18,534 | 0 |
Operating right of use liability | 15,063 | 14,992 |
Insurance liabilities | 3,331 | 4,424 |
Accrued freight and manufacturing related costs | 7,230 | 6,811 |
Accrued dividends and distributions | 8,136 | 7,972 |
Accrued interest | 927 | 13,280 |
Deferred transaction services and other fees | 12,727 | 0 |
Other accrued expenses | 11,052 | 8,645 |
Non-current portion of other notes payable | $ 91,278 | $ 77,590 |
ACCRUED EXPENSES AND OTHER - No
ACCRUED EXPENSES AND OTHER - Noncurrent Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Operating right of use liability | $ 42,745 | $ 43,928 |
Tax Receivable Agreement liability | 24,198 | 24,297 |
Supplemental retirement and salary continuation plans | 6,748 | 6,559 |
Long-term portion of an interest rate hedge liability | 0 | 1,936 |
Non-current accrued expenses and other | $ 73,691 | $ 76,720 |
TERM DEBT, REVOLVING CREDIT F_3
TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 756,897 | $ 899,597 |
Net impact of debt issuance costs and original issue discounts | (7,012) | (8,772) |
Less: current portion | (20,651) | (21,086) |
Long term portion of term debt and financing obligations | 736,246 | 878,511 |
Real Estate Term Loan | ||
Debt Instrument [Line Items] | ||
Original Principal Balance | 88,140 | |
Real Estate Term Loan | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 70,891 | 80,184 |
ABL Facility | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 248 | 368 |
Secured Debt | Term Loan B | ||
Debt Instrument [Line Items] | ||
Original Principal Balance | 795,000 | |
Total long-term debt | 630,335 | 771,335 |
Equipment loans | ||
Debt Instrument [Line Items] | ||
Original Principal Balance | 79,814 | |
Total long-term debt | $ 62,435 | $ 56,482 |
TERM DEBT, REVOLVING CREDIT F_4
TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE - Additional Information (Details) - Discontinued Operations, Disposed of by Sale - Good Health And R. W. Garcia Sale $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Term Loan B | |
Debt Instrument [Line Items] | |
Repayments of long-term debt | $ 141 |
Real Estate Term Loan | |
Debt Instrument [Line Items] | |
Repayments of long-term debt | $ 8.5 |
TERM DEBT, REVOLVING CREDIT F_5
TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE - Schedule of Amounts Outstanding Under Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total non-current liabilities | $ 756,897 | $ 899,597 |
Finance lease obligations | 11,088 | 10,145 |
Note payable – IO notes | ||
Debt Instrument [Line Items] | ||
Total non-current liabilities | 15,594 | 16,478 |
Other | ||
Debt Instrument [Line Items] | ||
Total non-current liabilities | 100 | 200 |
Total notes payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 26,782 | 26,823 |
Less: current portion | (7,696) | (7,649) |
Long term portion of notes payable | $ 19,086 | $ 19,174 |
TERM DEBT, REVOLVING CREDIT F_6
TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Debt Disclosure [Abstract] | ||
Company’s ABL facility and other long-term debt | $ 11,782 | $ 14,142 |
Amortization of deferred financing fees | 1,760 | 5 |
IO loans | 289 | 231 |
Total interest | $ 13,831 | $ 14,378 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE - Additional Information (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2024 | Apr. 02, 2023 | Feb. 01, 2024 | Dec. 31, 2023 | |
Derivative [Line Items] | |||||
Purchase commitments | $ 97.1 | $ 97.1 | $ 66.7 | ||
Purchase commitment gains (losses) | $ 0.8 | $ (2.7) | |||
Private Placement Warrants | |||||
Derivative [Line Items] | |||||
Warrants outstanding (in shares) | 7,200,000 | 7,200,000 | 7,200,000 | ||
Cash Flow Hedging | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Estimated future paydowns not probable of occurring | $ 36.7 | ||||
Accumulated other comprehensive income reclassified to earnings | $ (0.3) | ||||
Interest rate swaps | Cash Flow Hedging | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Notional amount | $ 36.7 | $ 36.7 | $ 47 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE - Schedule of Reconciliation of the Changes in the Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Reconciliation Of Changes In Warrant Liability [Roll Forward] | ||
Fair value of warrant liabilities, beginning balance | $ 43,272 | |
Loss on remeasurement of warrant liability | 11,808 | $ 2,232 |
Fair value of warrant liabilities, ending balance | $ 55,080 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE - Schedule of Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 47,004 | $ 52,023 |
Total assets | 84,018 | 85,566 |
Debt | 756,897 | 899,597 |
Total liabilities | 813,246 | 946,899 |
Commodity contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity contracts | 563 | 211 |
Derivative liabilities | 1,269 | 2,094 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 36,451 | 33,332 |
Derivative liabilities | 1,936 | |
Private placement warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 55,080 | 43,272 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 47,004 | 52,023 |
Total assets | 47,004 | 52,023 |
Debt | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Commodity contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity contracts | 0 | 0 |
Derivative liabilities | 0 | 0 |
Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | 0 |
Derivative liabilities | 0 | |
Level 1 | Private placement warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 37,014 | 33,543 |
Debt | 756,897 | 899,597 |
Total liabilities | 813,246 | 946,899 |
Level 2 | Commodity contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity contracts | 563 | 211 |
Derivative liabilities | 1,269 | 2,094 |
Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 36,451 | 33,332 |
Derivative liabilities | 1,936 | |
Level 2 | Private placement warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 55,080 | 43,272 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Debt | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | Commodity contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity contracts | 0 | 0 |
Derivative liabilities | 0 | 0 |
Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | 0 |
Derivative liabilities | 0 | |
Level 3 | Private placement warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 0 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) bank | Dec. 31, 2023 USD ($) | |
Other Commitments [Line Items] | ||
Outstanding balance of guaranteed loans | $ 756,897 | $ 899,597 |
Bank Of America | ||
Other Commitments [Line Items] | ||
Maximum future payment of guaranteed loans | 25% | |
Cadence Bank | ||
Other Commitments [Line Items] | ||
Maximum future payment of guaranteed loans | 25% | |
Payment Guarantee | ||
Other Commitments [Line Items] | ||
Number of banks making guaranteed loans | bank | 2 | |
Payment Guarantee | Bank Of America | ||
Other Commitments [Line Items] | ||
Loan guarantee, amount | $ 56,300 | 52,800 |
Notes purchased | 14,000 | 14,800 |
Payment Guarantee | M&T Bank | ||
Other Commitments [Line Items] | ||
Outstanding balance of guaranteed loans | 2,500 | 2,900 |
Loan guarantee, amount | $ 2,000 | $ 2,200 |
SUPPLEMENTARY CASH FLOW INFOR_3
SUPPLEMENTARY CASH FLOW INFORMATION - Schedule of Cash Flow, Supplemental (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 24,424 | $ 14,408 |
Refunds related to income taxes | 22 | 63 |
Payments for income taxes | 15 | 6 |
Finance lease additions | $ 1,763 | $ 308 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ 26,544 | $ (2,611) | |
Effective income tax rate | 91.70% | 15.30% | |
Effective income tax rate, before discrete items | 1.70% | ||
Sale of assets, discrete tax expense | $ 26,100 | ||
Statutory state tax rate, amount | 500 | ||
Long-term accrued expenses and other | $ 24,200 | $ 24,300 |
LOSS PER SHARE - Schedule of Ea
LOSS PER SHARE - Schedule of Earnings (Loss) Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Net Income (Loss) Available to Common Stockholders, Basic, Operations [Abstract] | ||
Net loss attributable to common stockholders | $ (3,990) | $ (9,127) |
Denominator | ||
Weighted average Class A Common Stock shares, basic (in shares) | 81,389,465 | 80,978,008 |
Weighted average common shares, diluted (in shares) | 81,389,465 | 80,978,008 |
Basic loss per share (in dollars per share) | $ (0.05) | $ (0.11) |
Diluted loss per share (in dollars per share) | $ (0.05) | $ (0.11) |
Net income (loss) attributable to noncontrolling interest | $ 6,387 | $ (5,355) |
Warrants | ||
Denominator | ||
Dilutive securities (in shares) | 0 | 0 |
RSUs | ||
Denominator | ||
Dilutive securities (in shares) | 0 | 0 |
PSUs | ||
Denominator | ||
Dilutive securities (in shares) | 0 | 0 |
Stock options | ||
Denominator | ||
Dilutive securities (in shares) | 0 | 0 |
Class V Common Stock | ||
Denominator | ||
Class V Common Stock not subject to loss per share calculation (in shares) | 59,349,000 | 59,349,000 |
LOSS PER SHARE - Schedule of An
LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 2,548,053 | 2,196,193 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 417,011 | 180,908 |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 263,975 | 104,102 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 33,670 | 1,601 |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) shares | Apr. 02, 2023 USD ($) | Dec. 31, 2023 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) attributable to noncontrolling interest | $ | $ 6,387 | $ (5,355) | |
Class V Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock, conversion ratio | 1 | ||
Common stock issued (in shares) | 59,349,000 | 59,349,000 | |
Common stock outstanding (in shares) | 59,349,000 | 59,349,000 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Apr. 17, 2024 | Apr. 16, 2024 | Apr. 30, 2024 | Mar. 31, 2024 | |
Term Loan B | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Original Principal Balance | $ 795,000 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Sale of productive assets | $ 18,500 | |||
Subsequent Event | Term Loan B | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Original Principal Balance | $ 630,000 | |||
Subsequent Event | Term Loan B | Secured Debt | SOFR | ||||
Subsequent Event [Line Items] | ||||
Basis spread on variable rate | 2.75% | 3% |