Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 27, 2024 | Jul. 02, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38686 | ||
Entity Registrant Name | Utz Brands, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | true | ||
Document Financial Statement Restatement Recovery Analysis | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,103 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement for the registrant’s 2024 annual meeting (the "2024 Proxy Statement"), to be filed within 120 days after the close of the registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference into the Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
Entity Central Index Key | 0001739566 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 81,406,827 | ||
Class V Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 59,349,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Grant Thornton LLP |
Auditor Location | Philadelphia, PA |
Auditor Firm ID | 248 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 52,023 | $ 72,930 |
Accounts receivable, less allowance of $2,933 and $1,815, respectively | 135,130 | 136,985 |
Inventories | 104,666 | 118,006 |
Prepaid expenses and other assets | 30,997 | 34,991 |
Current portion of notes receivable | 5,237 | 9,274 |
Total current assets | 328,053 | 372,186 |
Non-current Assets | ||
Assets held for sale | 7,559 | 0 |
Property, plant and equipment, net | 318,881 | 345,198 |
Goodwill | 915,295 | 915,295 |
Intangible assets, net | 1,063,413 | 1,099,565 |
Non-current portion of notes receivable | 12,413 | 12,794 |
Other assets | 101,122 | 95,328 |
Total non-current assets | 2,418,683 | 2,468,180 |
Total assets | 2,746,736 | 2,840,366 |
Current Liabilities | ||
Current portion of term debt | 21,086 | 18,472 |
Current portion of other notes payable | 7,649 | 12,589 |
Accounts payable | 124,361 | 114,360 |
Accrued expenses and other | 77,590 | 92,012 |
Total current liabilities | 230,686 | 237,433 |
Non-current portion of term debt | 878,511 | 893,335 |
Non-current portion of other notes payable | 19,174 | 20,339 |
Non-current accrued expenses and other | 76,720 | 67,269 |
Non-current warrant liability | 43,272 | 45,504 |
Deferred tax liability | 114,690 | 124,802 |
Total non-current liabilities | 1,132,367 | 1,151,249 |
Total liabilities | 1,363,053 | 1,388,682 |
Commitments and contingencies | ||
Equity | ||
Additional paid-in capital | 944,573 | 926,919 |
Accumulated deficit | (298,049) | (254,564) |
Accumulated other comprehensive income | 22,958 | 30,777 |
Total stockholders’ equity | 669,496 | 703,146 |
Noncontrolling interest | 714,187 | 748,538 |
Total equity | 1,383,683 | 1,451,684 |
Total liabilities and equity | 2,746,736 | 2,840,366 |
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 | Dec. 31, 2023 | Jan. 01, 2023 |
Accounts receivable, less allowance | $ 2,933 | $ 1,815 |
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) | 81,187,977 | 80,882,334 |
Common stock outstanding (in shares) | 81,187,977 | 80,882,334 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Income Statement [Abstract] | |||
Net sales | $ 1,438,237 | $ 1,408,401 | $ 1,180,713 |
Cost of goods sold | 981,751 | 959,344 | 796,804 |
Gross profit | 456,486 | 449,057 | 383,909 |
Selling, distribution and administrative expenses | |||
Selling and distribution | 273,923 | 294,061 | 249,352 |
Administrative | 159,196 | 150,343 | 125,855 |
Total selling, distribution, and administrative expenses | 433,119 | 444,404 | 375,207 |
(Loss) gain on sale of assets, net | (7,350) | 691 | 1,864 |
Income from operations | 16,017 | 5,344 | 10,566 |
Other (expense) income | |||
Interest expense | (60,590) | (44,424) | (34,708) |
Other income | 3,066 | 400 | 3,551 |
Gain on remeasurement of warrant liability | 2,232 | 720 | 36,675 |
Other (expense) income, net | (55,292) | (43,304) | 5,518 |
(Loss) income before income taxes | (39,275) | (37,960) | 16,084 |
Income tax expense (benefit) | 757 | (23,919) | 8,086 |
Net (loss) income | (40,032) | (14,041) | 7,998 |
Net loss attributable to noncontrolling interest | 15,095 | 13,649 | 12,557 |
Net (loss) income attributable to controlling interest | $ (24,937) | $ (392) | $ 20,555 |
(Loss) earnings per share of Class A Common Stock: (in dollars) | |||
Basic (in dollars per share) | $ (0.31) | $ 0 | $ 0.26 |
Diluted (in dollars per share) | $ (0.31) | $ 0 | $ 0.25 |
Weighted-average shares of Class A Common Stock outstanding | |||
Basic (in shares) | 81,081,458 | 80,093,094 | 76,677,981 |
Diluted (in shares) | 81,081,458 | 80,093,094 | 81,090,229 |
Net (loss) income | $ (40,032) | $ (14,041) | $ 7,998 |
Other comprehensive (loss) gain: | |||
Change in fair value of interest rate swap | (13,543) | 47,279 | 2,791 |
Comprehensive (loss) income | (53,575) | 33,238 | 10,789 |
Net comprehensive loss (income) attributable to noncontrolling interest | 20,819 | (6,568) | 12,557 |
Net comprehensive (loss) income attributable to controlling interest | $ (32,756) | $ 26,670 | $ 23,346 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Class A Common Stock | Class V Common Stock | Total Stockholders’ Equity | 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. 03, 2021 | 71,094,714 | 60,349,000 | ||||||||
Beginning balance at Jan. 03, 2021 | $ 1,384,902 | $ 552,908 | $ 7 | $ 6 | $ 793,461 | $ (241,490) | $ 924 | $ 831,994 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of warrants (in shares) | 4,976,717 | |||||||||
Conversion of warrants | 111,945 | 144,659 | 144,659 | (32,714) | ||||||
Share-based compensation (in shares) | 573,214 | |||||||||
Share-based compensation | 12,961 | 12,961 | $ 1 | 12,960 | ||||||
Exchange (in shares) | 1,000,000 | (1,000,000) | ||||||||
Tax impact arising from exchanges and exercises of warrants | (51,455) | (51,455) | (51,455) | |||||||
Exchange | 0 | 12,949 | 12,949 | (12,949) | ||||||
Net (loss) income | 7,998 | 20,555 | 20,555 | (12,557) | ||||||
Other comprehensive (loss) income | 2,791 | 2,791 | 2,791 | |||||||
Cash dividends declared | (15,663) | (15,663) | (15,663) | |||||||
Distribution to noncontrolling interest | (18,806) | (18,806) | ||||||||
Ending balance at Jan. 02, 2022 | 1,434,673 | 679,705 | $ 8 | $ 6 | 912,574 | (236,598) | 3,715 | 754,968 | ||
Ending balance (in shares) at Jan. 02, 2022 | 77,644,645 | 59,349,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation (in shares) | 1,132,316 | |||||||||
Share-based compensation | 10,632 | 10,632 | 10,632 | |||||||
Net (loss) income | (14,041) | (392) | (392) | (13,649) | ||||||
Other comprehensive (loss) income | 47,279 | 27,062 | 27,062 | 20,217 | ||||||
Cash dividends declared | (17,574) | (17,574) | (17,574) | |||||||
Distribution to noncontrolling interest | (12,998) | (12,998) | ||||||||
Payments of tax withholding requirements for employee stock awards | (6,217) | (6,217) | (6,217) | |||||||
Issuance of common stock in connection with private placement sale (in shares) | 2,105,373 | |||||||||
Issuance of common stock in connection with private placement sale | 28,000 | 28,000 | 28,000 | |||||||
Tax impact arising from capital transactions | (18,070) | (18,070) | (18,070) | |||||||
Ending balance at Jan. 01, 2023 | 1,451,684 | 703,146 | $ 8 | $ 6 | 926,919 | (254,564) | 30,777 | 748,538 | ||
Ending balance (in shares) at Jan. 01, 2023 | 80,882,334 | 59,349,000 | 80,882,334 | 59,349,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation (in shares) | 305,643 | |||||||||
Share-based compensation | 17,069 | 17,069 | 17,069 | |||||||
Net (loss) income | (40,032) | (24,937) | (24,937) | (15,095) | ||||||
Other comprehensive (loss) income | (13,543) | (7,819) | (7,819) | (5,724) | ||||||
Cash dividends declared | (18,548) | (18,548) | (18,548) | |||||||
Distribution to noncontrolling interest | (13,532) | (13,532) | ||||||||
Payments of tax withholding requirements for employee stock awards | (589) | (589) | (589) | |||||||
Tax impact arising from capital transactions | 1,174 | 1,174 | 1,174 | |||||||
Ending balance at Dec. 31, 2023 | $ 1,383,683 | $ 669,496 | $ 8 | $ 6 | $ 944,573 | $ (298,049) | $ 22,958 | $ 714,187 | ||
Ending balance (in shares) at Dec. 31, 2023 | 81,187,977 | 59,349,000 | 81,187,977 | 59,349,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (PARENTHETICAL) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Common Stock | Class A Common Stock | |||
Dividends declared (in dollars per share) | $ 0.228 | $ 0.219 | $ 0.204 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Cash flows from operating activities | |||
Net (loss) income | $ (40,032) | $ (14,041) | $ 7,998 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Impairment and other charges | 12,575 | 4,678 | 0 |
Depreciation and amortization | 79,488 | 86,801 | 80,725 |
Gain on remeasurement of warrant liability | (2,232) | (720) | (36,675) |
Loss (gain) on sale of assets | 7,350 | (691) | (1,864) |
Stock based compensation | 17,069 | 10,632 | 12,961 |
Deferred income taxes | (8,938) | (29,359) | 4,828 |
Amortization of deferred financing costs | 1,556 | 1,933 | 3,919 |
Changes in assets and liabilities: | |||
Accounts receivable, net | 1,855 | (5,597) | (4,528) |
Inventories | 12,652 | (38,490) | (10,595) |
Prepaid expenses and other assets | (14,433) | (18,379) | (2,931) |
Accounts payable and accrued expenses and other | 9,730 | 51,426 | (5,451) |
Net cash provided by operating activities | 76,640 | 48,193 | 48,387 |
Cash flows from investing activities | |||
Acquisitions, net of cash acquired | 0 | (75) | (117,585) |
Purchases of property and equipment | (55,724) | (87,965) | (31,739) |
Purchases of intangibles | 0 | 0 | (1,757) |
Proceeds from sale of property and equipment | 9,539 | 4,333 | 3,033 |
Proceeds from sale of routes | 28,665 | 23,399 | 14,186 |
Proceeds from the sale of IO notes | 5,405 | 5,017 | 11,762 |
Proceeds from insurance claims for capital investments | 1,700 | 3,935 | 0 |
Notes receivable, net | (38,077) | (24,711) | (13,998) |
Net cash used in investing activities | (48,492) | (76,067) | (136,098) |
Cash flows from financing activities | |||
Borrowings on line of credit | 71,000 | 79,000 | 121,135 |
Repayments on line of credit | (70,632) | (115,000) | (85,135) |
Borrowings on term debt and notes payable | 13,113 | 124,592 | 825,139 |
Repayments on term debt and notes payable | (29,211) | (21,037) | (795,488) |
Payment of debt issuance cost | (656) | (3,660) | (9,210) |
Payments of tax withholding requirements for employee stock awards | (589) | (6,217) | 0 |
Exercised warrants | 0 | 0 | 57,232 |
Proceeds from issuance of shares | 0 | 28,000 | 0 |
Dividends paid | (18,548) | (17,157) | (11,908) |
Distribution to noncontrolling interest | (13,532) | (9,615) | (18,987) |
Net cash (used in) provided by financing activities | (49,055) | 58,906 | 82,778 |
Net (decrease) increase in cash and cash equivalents | (20,907) | 31,032 | (4,933) |
Cash and cash equivalents at beginning of period | 72,930 | 41,898 | 46,831 |
Cash and cash equivalents at end of period | $ 52,023 | $ 72,930 | $ 41,898 |
OPERATIONS AND SUMMARY OF SIGNI
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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", the "Company", or "Successor", formerly Collier Creek Holdings ("CCH")) 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 financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). CCH was incorporated in the Cayman Islands on April 30, 2018 as a blank check company. CCH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company had not then identified. CCH’s sponsor was Collier Creek Partners LLC, a Delaware limited liability company (the "Sponsor"). On August 28, 2020, CCH domesticated into a Delaware corporation and changed its name to "Utz Brands, Inc." (the “Domestication”) and consummated the acquisition of certain limited liability company units of Utz Brands Holdings, LLC ("UBH"), the parent of Utz Quality Foods, LLC (“UQF”), as a result of a new issuance by UBH and purchases from UBH’s existing equity holders pursuant to a Business Combination Agreement, dated as of June 5, 2020 (the “Business Combination Agreement”) among CCH, UBH and Series U of UM Partners, LLC (“Series U”) and Series R of UM Partners, LLC (“Series R” and together with Series U, the “Continuing Members”) (the Domestication and the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”), following the approval at the extraordinary general meeting of the shareholders of CCH held on August 27, 2020. The Noncontrolling interest represents the common limited liability company units of UBH held by the Continuing Members. All intercompany transactions and balances have been eliminated in combination/consolidation. Loss of Emerging Growth Company Status – As of January 2, 2022, the Company no longer qualified as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act”), and we previously took advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company had elected not to opt out of such extended transition period which means that when a standard was issued or revised and it has different application dates for public or private companies, the Company, when it was as an emerging growth company, could adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or is an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Reclassification – Certain prior year amounts have been reclassified for consistency with the current year presentation. In our Consolidated Statements of Operation and Comprehensive Income and our Consolidated Statements of Cash Flows, included in our Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2022, the Company began combining Gain on disposal of property, plant and equipment, net and Gain on sale of routes, net, into a single line item as (Loss) gain on sale of assets to simplify our reporting presentation. The reclassification had no impact on total operating costs, earnings from operations, net earnings, earnings per share or total equity. Prior Period Revision - Statement of Cash Flows – For the fiscal year ended December 31, 2023, 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 fiscal years ended January 1, 2023 and January 2, 2022 for comparability purposes and deems the change to those periods to be immaterial. Operations – The Company has been a premier producer, marketer and distributor of snack food products since 1921. The Company has steadily expanded its distribution channels to where it now sells products to supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military, and other channels in most regions of the United States through routes to market, that include direct-store-delivery (“DSD”), direct to warehouse, and third-party distributors. The Company manufactures and distributes a full line of high-quality salty snack items, such as potato chips, tortilla chips, pretzels, cheese balls, pork skins, party mixes, and popcorn. The Company also sells dips, crackers, dried meat products and other snack food items packaged by other manufacturers. Segment Reporting – The Company operates in one reportable segment: the manufacturing, distribution, marketing and sale of snack food products. The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker ("CODM”) in order to assess performance and allocate resources. The CODM is the Chief Executive Officer of the Company. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. Cash and Cash Equivalents – The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. The majority of the Company’s cash is held in financial institutions with insurance provided by the Federal Deposit Insurance Corporation ("FDIC”) of $250,000 per depositor. At various times, account balances may exceed federally insured limits. Accounts Receivables – Accounts receivable are reported at net realizable value. The net realizable value is based on Company management’s estimate of the amount of receivables that will be collected based on analysis of historical data and trends, as well as review of significant customer accounts. Accounts receivable are considered to be past due when payments are not received within the customer’s credit terms. The Company's methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables, and customer classes or individual customers as well as expectations of future credit losses and the customers ability to pay. The Company's estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. The Company's bad debt expense was $1.2 million and $0.9 million for the fiscal years ended December 31, 2023 and January 1, 2023, respectively. Inventories – Inventories are stated at the lower of cost (based on a method that approximates first-in, first-out or weighted average) or net realizable value. Inventory write-downs are recorded for shrinkage, damaged, stale and slow-moving items. Property, Plant and Equipment – Property, plant and equipment are stated at cost net of accumulated depreciation. Major additions and betterments are recorded to the asset accounts, while maintenance and repairs, which do not improve or extend the lives of the assets, are charged to expense accounts as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations in the disposal period. Depreciation is determined utilizing the straight-line method over the estimated useful lives of the various assets, which generally range from 2 to 20 years for machinery and equipment, 3 to 10 years for transportation equipment and 8 to 40 years for buildings. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to sell. The Company assesses for impairment on property, plant and equipment upon the occurrence of a triggering event. Hosting arrangements – Certain of our service contracts have been deemed to be hosting arrangements. Certain costs incurred for the implementation of a hosting arrangement that is a service contract are capitalized and amortized on a straight–line basis over the term of the respective contract. Amortization begins for each component of the hosting arrangement when the component becomes ready for its intended use. Capitalized implementation costs are presented in Other assets of the Consolidated Balance Sheets. Amortization expense of the capitalized implementation costs is presented in Administrative in the Consolidated Statements of Operations. Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method of Accounting Standards Codification (“ASC”) 740, Income Taxes, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized benefits.” A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, distribution, general and administrative expenses ("SD&A"). As of December 31, 2023 and January 1, 2023, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next fiscal year. Distribution Route Acquisition and Sale Transactions – The Company acquires and sells distribution routes as a part of the Company’s maintenance of its DSD network. As new independent operators ("IOs”) are identified, the Company either sells its newly-created or existing Company-managed routes to IOs or sells routes that were previously acquired by the Company to IOs. Gain/loss from the sale of a distribution route is recorded upon the completion of the sale transaction, and is calculated based on the difference between the sale price of the distribution route and the asset carrying value of the distribution route as of the date of sale. The Company records intangible assets for distribution routes that it purchases based on the payment that the Company makes to acquire the route, and records the purchased distribution routes as indefinite-lived intangible assets under Financial Accounting Standards Board ("FASB") ASC 350, Intangibles – Goodwill and Other. The indefinite lived intangible assets are subject to annual impairment testing. Goodwill and Other Identifiable Intangible Assets – The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests, require significant management judgments and estimates. These estimates are made based on, among other factors, review of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets. Finite-lived intangible assets consist of distribution/customer relationships, technology, certain master distribution rights and certain trademarks. These assets are being amortized over their estimated useful lives. Finite-lived intangible assets are tested for impairment only when management has determined that potential impairment indicators are present. Goodwill and other indefinite-lived intangible assets (including certain trademarks, trade names, certain master distribution rights and Company-owned sales routes) are not amortized but are tested for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. The Company tests goodwill for impairment at the reporting unit level. The Company has identified the existing snack food operations as its sole reporting unit. In accordance with the FASB Accounting Standards Update ("ASU”) No. 2017-04, Intangibles - Goodwill and Other ("Topic 350”): Simplifying the Test for Goodwill Impairment, the Company is required to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. Topic 350, also permits an entity to first assess qualitative factors to determine whether it is necessary to perform quantitative impairment tests for goodwill and indefinite-lived intangibles. If an entity believes, as a result of each qualitative assessment, it is more likely than not that the fair value of goodwill or an indefinite-lived intangible asset exceeds its carrying value then a quantitative impairment test is not required. For the latest qualitative analysis performed, which took place on the first day of the fourth quarter of 2023, we had taken into consideration all the events and circumstances listed in Topic 350, in addition to other entity-specific factors that have taken place. Our fiscal year 2023 qualitative analysis concluded that Goodwill and our intangible assets were not impaired. Share-Based Compensation – Share-based compensation is rewarded to associates and directors of the Company and accounted for in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718”). Share-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. The Company uses various forms of long-term incentives including, but not limited to, stock options, restricted stock units ("RSUs”) and performance share units ("PSUs”). The fair value of stock options is estimated at the date of grant using the Black-Scholes valuation model. The exercise price of each stock option equals or exceeds the estimated fair value of the Company’s stock price on the date of grant. Stock options can generally be exercised over a maximum term of ten years. The grant date fair value of the PSUs is determined using the Monte Carlo simulation model. The grant date fair value of the RSUs is determined using the Company’s closing trading price on the grant date. Share-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. Fair Value of Financial Instruments – Financial instruments held by the Company include cash and cash equivalents, accounts receivable, hedging instruments, warrants, purchase commitments on commodities, accounts payable and debt. The carrying value of all cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature. The carrying value of the debt is also estimated to approximate its fair value based upon current market conditions and interest rates. The fair value of the hedging instruments is revalued at each reporting period. The related gains and losses of the hedging instruments are reported in Prepaid expense and other assets and Accounts payable and accrued expenses and other on the Consolidated Statement of Cash Flow. Self-Insurance – The Company is primarily self-insured, up to certain limits, for employee group health claims. The Company purchases stop-loss insurance, which will reimburse the Company for individual and aggregate claims in excess of certain annual established limits. Operations are charged with the cost of claims reported and an estimate of claims incurred but not reported. Total health care expense under the program was $22.2 million for the fiscal year ended December 31, 2023, and $18.7 million for the fiscal year ended January 1, 2023, and $18.0 million for the fiscal year ended January 2, 2022 The reserve for unpaid claims, which includes an estimate of claims incurred but not reported, was $2.0 million and $1.6 million at December 31, 2023 and January 1, 2023, respectively. The Company is primarily self-insured through large deductible insurance plans for automobile, general liability and workers’ compensation. The Company has utilized a number of different insurance vehicles and programs for these insurable risks and recognizes expenses and reserves in accordance with the provisions of each insurance vehicle/program. The expense associated with automobile, general liability and workers’ compensation insurance programs totaled $11.1 million for the fiscal year ended December 31, 2023, $8.5 million for the fiscal year ended January 1, 2023, and $8.7 million for the fiscal year ended January 2, 2022. The Company also records reserves for unpaid claims and an estimate for claims incurred but not yet reported, including an estimate for the development of any such claim. As of December 31, 2023 and January 1, 2023, the Company had reserves totaling $4.1 million and $4.6 million, respectively, for these insurance programs. Shipping and Handling – The Company records shipping and handling expenses within selling expenses. Shipping and handling expenses for products shipped to customers totaled $45.0 million for the fiscal year ended December 31, 2023, $59.5 million for the fiscal year ended January 1, 2023, and $57.0 million for the fiscal year ended January 2, 2022. Advertising Costs – Advertising costs are charged to operations when incurred. The Company had no significant direct response advertising. Advertising expenses totaled $12.3 million for the fiscal year ended December 31, 2023, $9.9 million for the fiscal year ended January 1, 2023, and $11.8 million for the fiscal year ended January 2, 2022. Cooperative advertising, primarily consisting of in-print advertising, point-of-sale displays, and in-store demos, totaled $29.8 million for the fiscal year ended December 31, 2023, $21.6 million for the fiscal year ended January 1, 2023, and $17.7 million for the fiscal year ended January 2, 2022. Employee Benefits – The Company maintains several contributory 401(k) retirement plans (the "Plans”) for its associates. Profit sharing contributions are made at the discretion of the Board of Directors and expenses recognized related to the profit sharing contribution was $5.5 million for the fiscal year ended December 31, 2023, $6.3 million for the fiscal year ended January 1, 2023, and $3.9 million for the fiscal year ended January 2, 2022. The Plans provide associates with matching contributions primarily at 20% of their contributions as defined in the Plans. The expense related to the matching contributions was $1.7 million for the fiscal year ended December 31, 2023, $1.4 million for the fiscal year ended January 1, 2023, and $1.9 million for the fiscal year ended January 2, 2022. 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 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 $17.4 million as of December 31, 2023, which include adjustments taken by customers of $6.2 million that are awaiting final processing and reserves of $46.3 million as of January 1, 2023, which include adjustments taken by customers of $32.8 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. Customer Concentrations – One customer provided in excess of 10% of the Company's net sales during the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022 in the amount of 13%, 12% and 15%, respectively. In addition, one customer provided in excess of 10% of the Company's accounts receivable at January 1, 2023 and January 2, 2022 in the amount of 11% and 10%, respectively. No customer provided greater than 10% of the Company's accounts receivable at December 31, 2023. Business Combinations – The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is accounted for as business combination or an acquisition of assets. The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Distributor Buyouts - During the fiscal years ended December 31, 2023 and January 1, 2023 2022, the Company bought out and terminated the contracts of multiple third-party distributors who had previously been providing services to the Company. These transactions, which were accounted for as contract terminations and asset purchases, resulted in expense of $1.5 million and $23.0 million for the fiscal years ended December 31, 2023 and January 1, 2023, respectively and are included within selling and distribution expenses on the Consolidated Statement of Operations and Comprehensive Income (Loss) for such period. Use of Estimates – Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Some examples, but not a comprehensive list, include sales and promotional allowances, customer returns, allowances for doubtful accounts, inventory valuations, useful lives of fixed assets and related impairment, long-term investments, hedge transactions, goodwill and intangible asset valuations and impairments, incentive compensation, income taxes, self-insurance, contingencies, litigation, and inputs used to calculate deferred tax liabilities, tax valuation allowances, and tax receivable agreements. Actual results could vary materially from the estimates that were used. Recently Issued Accounting Standards – In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ("Topic 326"). Topic 326 requires entities to measure the impairment of certain financial instruments, including accounts receivables, notes receivables and off balance sheet notes receivables, based on expected losses rather than incurred losses. Topic 326 was effective for the Company beginning in fiscal year 2023. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements or related disclosures. In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures, to amend existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation. 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, |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Vitner's On January 11, 2021, the Company announced that its subsidiary, UQF, entered into a definitive agreement with Snak-King Corp. to acquire certain assets of the C.J. Vitner business ("Vitner's acquisition" or the "acquisition of Vitner's"), a leading brand of salty snacks in the Chicago, Illinois area. The Company closed this transaction on February 8, 2021 and the purchase price of approximately $25.2 million was funded from current cash-on-hand. The fair values to which the purchase price was allocated were $2.9 million to trademarks, $0.8 million to customer relationships, $1.7 million to DSD routes, $1.9 million of other net assets, and $17.9 million to goodwill. The trademarks and customer relationships are being amortized over a period of 15 years. As of February 8, 2022, the purchase price allocation had been finalized. Festida Foods On May 11, 2021, the Company announced that its subsidiary, UQF, entered into a definitive agreement with Great Lakes Festida Holdings, Inc. to acquire all assets including real estate located in Grand Rapids, Michigan related to the operations of Festida Foods ("Festida Foods acquisition" or the "acquisition of Festida Foods"), a manufacturer of tortilla chips, corn chips, and pellet snacks, and the largest manufacturer of tortilla chips for the Company's ON THE BORDER® brand. The Company closed this transaction on June 7, 2021 and the purchase price of approximately $40.3 million was funded in part from incremental financing on an existing term loan. The customer relationships are being amortized over a period of 10 years. As of June 7, 2022, the purchase price allocation had been finalized. The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company for the acquisition of Festida Foods at the date of the acquisition: (in thousands) Purchase consideration $ 40,324 Assets acquired: Accounts receivable 2,776 Inventory 2,704 Prepaid expenses and other assets 182 Property, plant and equipment 24,650 Customer relationships 1,270 Total assets acquired: 31,582 Liabilities assumed: Accounts payable 2,017 Accrued expenses 844 Total liabilities assumed: 2,861 Net identifiable assets acquired 28,721 Goodwill $ 11,603 The customer relationships are being amortized over a period of 10 years. RW Garcia On November 2, 2021, the Company announced that certain of its subsidiaries, entered into a definitive agreement to acquire the equity of R.W. Garcia Holdings, LLC and its wholly-owned subsidiary, R.W. Garcia Co., Inc. (together "RW Garcia"), an artisan maker of high-quality organic tortilla chips, crackers, and corn chips ("RW Garcia acquisition" or the “acquisition of RW Garcia”). The Company closed on this transaction on December 6, 2021, and the cash purchase price of approximately $57.9 million funded in part from a draw on the Company's line of credit and cash on hand. In addition to this acquisition on December 6, 2021, the Company closed on an acquisition of a manufacturing facility of which RW Garcia was a tenant. The cost of the manufacturing facility was approximately $6.0 million. Please see "Note 20. Subsequent Events" for the discussion of the disposition of RW Garcia by the Company in February 2024. The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company for the RW Garcia acquisition at the date of the acquisition: (in thousands) Purchase consideration $ 56,430 Tax consideration 1,458 Total consideration 57,888 Assets acquired: Cash 5,401 Accounts receivable 4,660 Inventory 5,674 Prepaid expenses and other assets 2,102 Property, plant and equipment 20,210 Trade name 3,100 Customer relationships 4,720 Total assets acquired: 45,867 Liabilities assumed: Accounts payable 6,017 Accrued expenses 1,838 Deferred tax liability 5,898 Total liabilities assumed: 13,753 Net identifiable assets acquired 32,114 Goodwill $ 25,774 The trade name and customer relationships are being amortized over a period of 15 years. The purchase price allocation was finalized prior to December 6, 2022. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: (in thousands) As of As of January 1, 2023 Finished goods $ 65,673 $ 67,386 Raw materials 29,757 42,204 Maintenance parts 9,236 8,416 Total inventories $ 104,666 $ 118,006 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
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 As of January 1, 2023 Land $ 28,561 $ 30,582 Buildings 123,603 129,824 Machinery and equipment 248,886 255,505 Land improvements 3,887 3,756 Building improvements 5,163 3,709 Construction-in-progress 35,533 21,934 445,633 445,310 Less: accumulated depreciation (126,752) (100,112) Property, plant and equipment, net $ 318,881 $ 345,198 On April 28, 2022, certain of the Company's subsidiaries purchased a brand new, recently completed snack food manufacturing facility in Kings Mountain, North Carolina from Evans Food Group Ltd. d/b/a Benestar Brands and related affiliates. The total purchase price of the facility was approximately $38.4 million, plus assumed liabilities of $1.3 million. The Company paid the full cash purchase price of $38.4 million at the closing and concurrently with the facility purchase, the Company sold 2.1 million shares of the Company’s Class A Common Stock for $28.0 million, to affiliates of Benestar in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. During the fiscal year ended January 1, 2023, the Company recorded impairments totaling $2.7 million related to property and equipment damaged in one of the Company's smaller manufacturing facilities by a natural disaster. During the fiscal year ended January 1, 2023, the Company received $3.9 million in insurance proceeds related to a partial settlement of damaged property and equipment, resulting in a gain during fiscal the year ended January 1, 2023 of $1.2 million. As a result of the damage to the facility the Company has had to shift production to other facilities as well as utilize a co-manufacturer which has resulted in additional production and distribution costs. In addition, during the fiscal year ended January 1, 2023, the Company received $6.0 million in proceeds related to a partial settlement of a business interruption insurance claim. During the fiscal year ended December 31, 2023, the Company received an additional $1.7 million in insurance proceeds related to the settlement of damaged property and equipment and additional $1.3 million related to the settlement of the business interruption insurance claim. The Company has recognized receipts of the business interruption insurance as a reduction of the cost of goods sold and the receipts related to the damage to property plant and equipment within the (loss) gain on sale of assets, net in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss). The Company recognizes gains from insurance proceeds, at the earliest, after receipt of insurance proceeds. The Company intends to sell this facility and expects to dispose of the property within the next twelve months. As a result, the Company recorded additional impairments for the fiscal year ended December 31, 2023 totaling $1.9 million recorded to Administrative expenses on the Consolidated Statement of Operations and has reclassified this facility on its consolidated balance sheet to Assets held for sale in the amount of $1.6 million. The fair value of this facility was based upon prices of similar assets. During the fiscal year ended December 31, 2023, the Company recorded expenses of $8.9 million in connection with the closure of the Company's manufacturing facility in Birmingham, Alabama, which included $1.3 million in severance and related costs and $10.6 million of asset impairments related to fixed assets. The severance and related expenses are recorded in the cost of goods sold line on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023. The fixed asset impairments are recorded in the administrative expenses line on the Consolidated Statement of Operations and Comprehensive Income (Loss). The Company has identified a potential buyer for this property and has reclassified this property to Assets held for sale on the consolidated balance sheet at December 31, 2023 in the amount of $6.0 million. During the fiscal year ended December 31, 2023, the Company completed the sale of the Company's manufacturing facility in Bluffton, Indiana, which resulted in a loss on sale of the assets of $13.4 million. Also, in connection with the sale the Company recorded $4.7 million of expense related to the termination of a contract that was settled with the sale. Additionally, the Company entered into a supply agreement with the buyer pursuant to which the buyer is obligated to co-manufacture certain products at below market rates for up to one year. The Company recorded a tolling asset of $0.6 million for the difference between the rate charged and the market rate for these services. If the buyer defaults on its obligations to manufacture any of the committed products, a financial penalty will be assessed based on the contractual terms required in the supply agreement. In a separate transaction, the Company completed the sale of land in Hanover, Pennsylvania to a separate third-party for a gain of $4.0 million. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET A roll forward of goodwill is as follows: (in thousands) Balance as of January 2, 2022 $ 915,438 RW Garcia acquisition adjustment (143) Balance as of January 1, 2023 915,295 Balance as of December 31, 2023 $ 915,295 Intangible assets, net, consisted of the following: (in thousands) As of December 31, 2023 As of January 1, 2023 Subject to amortization: Distributor/customer relationships $ 677,930 $ 677,930 Trademarks 63,850 63,850 Amortizable assets, gross 741,780 741,780 Accumulated amortization (120,405) (82,738) Amortizable assets, net 621,375 659,042 Not subject to amortization Trade names 434,513 434,513 IO routes 7,525 6,010 Intangible assets, net $ 1,063,413 $ 1,099,565 Previously, the Company was granted certain exclusive distribution rights for certain products manufactured by another manufacturer. During the fiscal year ended January 1, 2023, the Company shifted the relationship with that manufacturer and converted that shelf space to Company-branded products. As a result, the Company recorded impairment expense of $2.0 million and the amortizable master distribution rights decreased by $2.2 million. There were no other significant changes to intangible assets during the fiscal years ended December 31, 2023 and January 1, 2023, other than those which arise from the ordinary course of business related to the purchase and sale of Company-owned route assets and amortization. Amortization of the distributor/customer relationships, technology, and trademarks amounted to $37.7 million for the fiscal year ended December 31, 2023, $37.7 million for the fiscal year ended January 1, 2023, and $37.0 million for the fiscal year ended January 2, 2022. The expense related to the amortization of intangibles is classified in administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss). Amortization expense is classified in administrative expenses on the consolidated statements of operations and comprehensive income (loss). Estimated future amortization expense is as follows: (in thousands) As of December 31, 2023 2024 $ 37,668 2025 37,668 2026 37,668 2027 37,668 2028 37,668 Thereafter 433,035 Total $ 621,375 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTES RECEIVABLE The Company has undertaken a program in recent years to sell Company-managed DSD distribution routes to IOs. Contracts are executed between the Company and the IOs for the sale of the product distribution route, including a note in favor of the Company, in certain cases. The notes bear interest at rates ranging from 0.00% to 10.40% with terms ranging generally from one Other notes receivable totaled $0.1 million as of each of December 31, 2023 and January 1, 2023. |
ACCRUED EXPENSES AND OTHER
ACCRUED EXPENSES AND OTHER | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 As of January 1, 2023 Accrued compensation and benefits $ 21,466 $ 38,974 Operating right of use liability 14,992 12,389 Insurance liabilities 6,811 6,701 Accrued freight and manufacturing related costs 4,424 10,817 Accrued dividends and distributions 7,972 7,989 Accrued interest 13,280 1,151 Other accrued expenses 8,645 13,991 Total accrued expenses and other $ 77,590 $ 92,012 Non-current accrued expenses and other consisted of the following: (in thousands) As of December 31, 2023 As of January 1, 2023 Operating right of use liability $ 43,928 $ 35,331 Tax Receivable Agreement liability 24,297 25,426 Supplemental retirement and salary continuation plans 6,559 6,512 Long-term portion of an interest rate hedge liability 1,936 — Total accrued expenses and other $ 76,720 $ 67,269 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Revolving Credit Facility On November 21, 2017, UBH entered into an asset based revolving credit facility (as amended, the "ABL facility") in an initial aggregate principal amount of $100.0 million. The ABL facility was set to expire on the fifth anniversary of closing, or November 21, 2022. On April 1, 2020, the ABL facility was amended to increase the credit limit up to $116.0 million and to extend the maturity through August 22, 2024. On December 18, 2020, the ABL facility was amended to further increase the credit limit up to $161.0 million. On September 22, 2022, the ABL facility was amended to further increase the credit limit up to $175.0 million, and replaced the interest rate benchmark from London Inter-Bank Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"). As of December 31, 2023 and January 1, 2023, $0.4 million and $0.0 million, respectively, were outstanding under this facility. Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit and amounts borrowed. As of December 31, 2023 and January 1, 2023, $158.4 million and $163.0 million, respectively, was available for borrowing, net of letters of credit. The ABL facility is also subject to unused line fees (0.5% at both December 31, 2023 and January 1, 2023) and other fees and expenses. On July 20, 2023, the ABL facility was further amended to increase the credit limit to $225.0 million and extend the maturity through the earlier of July 20, 2028, or 91 days prior to the maturity of the Term Loan B (as defined below). The Company incurred fees of $0.7 million in connection with the amendment to the ABL facility. Standby letters of credit in the amount of $12.2 million and $12.0 million have been issued as of December 31, 2023 and January 1, 2023, respectively. The standby letters of credit are primarily issued for insurance purposes. Term Loans On December 14, 2020, the Company entered into a Bridge Credit Agreement with a syndicate of banks, led by Bank of America, N.A. (the "Bridge Credit Agreement”). The proceeds of the Bridge Credit Agreement were used to fund the Company’s acquisition of Truco Holdco Inc. (“Truco”) and the IP Purchase (as defined below) from OTB Acquisition, LLC, in which the Company withdrew $490.0 million to finance the acquisition of Truco (such acquisition, the "Truco Acquisition") and certain intellectual property from OTB Acquisition, LLC (the "IP Purchase"). The Bridge Credit Agreement bore interest at an annual rate based on 4.25% plus 1-month LIBOR with scheduled incremental increases to the base rate, as defined in the Bridge Credit Agreement. The loan converts into an Extended Term Loan if the loan remains open 365 days after the closing date. As of January 3, 2021, the outstanding balance of the Bridge Credit Agreement was $370.0 million, with $120.0 million being repaid from the exercise of the Company's warrants. Commitment fees and deferred financing costs on the Bridge Credit Agreement totaled $7.2 million, of which $2.6 million remained on the books as of January 3, 2021. On January 20, 2021, the Bridge Credit Agreement was repaid in full by the refinancing of term debt. In connection with Amendment No. 2 (as defined below), and a $12.0 million repayment in the first quarter of 2021, the outstanding balance of $370.0 million was repaid in full and the Bridge Credit Agreement was terminated. On January 20, 2021, the Company entered into Amendment No. 2 to the Bridge Credit Agreement ("Amendment No. 2") which provided additional operating flexibility and revisions to certain restrictive covenants. Pursuant to the terms of Amendment No. 2, the Company raised $720.0 million in aggregate principal of Term Loan B ("Term Loan B") which bore interest at LIBOR plus 3.00%, and extended the maturity of the Bridge Credit Agreement to January 20, 2028. The proceeds were used, together with cash on hand and proceeds from our exercised warrants, to redeem the outstanding principal amount of existing Term Loan B and Bridge Credit Agreement of $410.0 million and $358.0 million, respectively. The refinancing was accounted for as an extinguishment. The Company incurred debt issuance costs and original issuance discounts of $8.4 million. On June 22, 2021, the Company entered into Amendment No. 3 to the Bridge Credit Agreement ("Amendment No. 3"). Pursuant to the terms of Amendment No. 3, the Company increased the principal balance of Term Loan B by $75.0 million to bring the aggregated balance of Term Loan B proceeds to $795.0 million. The Company incurred additional debt issuance costs and original issuance discounts of $0.7 million related to the incremental funding. On September 22, 2022, the Company entered into Amendment No. 4 to the Bridge Credit Agreement ("Amendment No. 4"), which replaced the interest rate benchmark from LIBOR to SOFR. The weighted average interest rate on the Term Loan B debt for the fiscal year ended December 31, 2023 and the fiscal year ended January 1, 2023 was 5.74% and 4.93%, respectively. On October 12, 2022, the Company, through its subsidiaries UQF, Kennedy and Condor Snack Foods, LLC (together with UQF and Kennedy, the “Real Estate Financing Borrowers”), entered into a loan agreement (the “Real Estate Term Loan”) with City National Bank which was secured by a majority of the Real Estate Financing Borrowers’ real estate assets. The Real Estate Term Loan holds a principal balance of $88.1 million, with net proceeds of approximately $85.0 million after transaction fees and expenses. The Real Estate Term Loan has a ten-year maturity and amortizes approximately $3.5 million in principal annually, with a balloon payment due at maturity. The Company used a portion of the proceeds from the Real Estate Term Loan to pay off the ABL facility. The Real Estate Term Loan contains a single financial maintenance covenant consisting of a fixed charge coverage ratio that is tested quarterly only during a covenant trigger period consistent with the existing ABL facility. Concurrent with the closing of the Real Estate Term Loan, UQF entered into an interest rate swap transaction to fix the effective interest rate at approximately 5.93%, as discussed in further detail within "Note 9. Derivative Financial Instruments and Purchase Commitments”. In September 2023, the Company made an additional $4.4 million paydown of the Real Estate Term Loan using net proceeds from the sale of land to a third-party, as discussed within Note 4. “Property, Plant, and Equipment, Net”, as well as cash on hand. Following such paydown, the Real Estate Term Loan will amortize approximately $3.3 million in principal annually through maturity, subject to any additional advanced paydowns. The Term Loan B and the ABL facility are collateralized by substantially all of the assets and liabilities of UBH and its subsidiaries excluding the real estate assets secured by the Real Estate Term Loan, including equity interests in certain of UBH’s subsidiaries. The credit agreements contain certain affirmative and negative covenants as to operations and the financial condition of UBH and its subsidiaries. UBH and its subsidiaries were in compliance with its financial covenants as of December 31, 2023. Long-term debt consisted of the following: Debt (in thousands) Issue Date Principal Balance Maturity Date December 31, 2023 January 1, 2023 Term loan B (1) June-21 $ 795,000 January-28 $ 771,335 $ 779,286 Real Estate Loan October-22 88,140 October-32 80,184 88,140 Equipment loans (2) 56,482 54,053 ABL facility (3) October-27 368 — Net impact of debt issuance costs and original issue discounts (8,772) (9,672) Total long-term debt 899,597 911,807 Less: current portion (21,086) (18,472) Long term portion of term debt and financing obligations $ 878,511 $ 893,335 (1) On September 22, 2022, the Company entered into Amendment No. 4. (2) In July 2021, the Company entered into two separate finance lease obligations with Banc of America Leasing & Capital, LLC, which have been treated as secured borrowing. The Company has made the following draws upon these agreements: $26.5 million in fiscal year 2021, $32.4 million in fiscal year 2022, and $13.1 million in fiscal year 2023. These draws bear interest ranging from 3.26% through 7.25% and have varying maturities up through 2028. (3) The facility bore interest at an annual rate based on LIBOR, or SOFR plus a 0.10% credit spread adjustment after the amendment on September 22, 2022, plus an applicable margin of 1.50% (ranging from 1.50% to 2.00% based on availability) or the prime rate plus an applicable margin of 0.50% (ranging from 0.50% to 1.00%). The Company generally utilizes the prime rate for amounts that the Company expects to pay down within 30 days, the interest rate on the facility as of December 31, 2023 and January 1, 2023, was 9.25% and 8.25%, respectively, under the prime rate. The Company elected to use the LIBOR, prior to the amendment on September 22, 2022 which changed the reference rate to SOFR as described above, for balances that are expected to be carried longer than 30 days, the interest rate on the ABL facility as of December 31, 2023 was 7.19%. As of December 31, 2023, the minimum debt repayments under term debt and financing obligations consisted of the following: (in thousands) 2024 $ 21,086 2025 21,401 2026 20,555 2027 18,018 2028 746,187 Thereafter 81,122 Total $ 908,369 Term loan B, the Revolving Credit Facility, and the equipment loans are debt of UBH and its’ subsidiaries. There are no material differences between the financial statements of UBI and its consolidated subsidiaries and the financial statements of UBH and its consolidated subsidiaries, except for the warrant liability and associated gain (loss) on remeasurement of warrant liability as described in "Note 17. "Warrants,” the Tax Receivable Agreement described in "Note 15. Income Taxes” and accrued dividends to shareholders which flow out of UBH. Other Notes Payable and Capital Leases During the first fiscal quarter of 2022, the Company bought out and terminated the contracts of multiple distributors who had previously been providing services to the Company. These transactions were accounted for as contract terminations and asset purchases and resulted in expense of $23.0 million for the fiscal year ended January 1, 2023. The outstanding payable balance of these transactions was $0.5 million as of January 1, 2023. During the first fiscal quarter of 2020, the Company purchased intellectual property that included a deferred purchase price of $0.5 million, of which $0.2 million and $0.3 million was outstanding as of December 31, 2023 and January 1, 2023, respectively. Amounts outstanding under notes payable consisted of the following: (in thousands) As of As of January 1, 2023 Note payable – IO notes $ 16,478 $ 21,098 Finance lease obligations (1) 10,145 10,995 Other 200 835 Total notes payable 26,823 32,928 Less: current portion (7,649) (12,589) Long term portion of notes payable $ 19,174 $ 20,339 (1) See “Note 16. Leases” for further discussion on our finance lease obligations. During fiscal year 2021, the Company sold $12.5 million of notes receivable from IOs for proceeds of $11.8 million in a series of transactions to a financial institution. During fiscal year 2022, the Company sold an additional $5.0 million of notes receivable from IOs for proceeds of $5.0 million to a financial institution. During fiscal year 2023, the Company sold an additional $5.2 million of notes receivable from IOs for proceeds of $5.4 million to a financial institution. Due to the structure of these transactions, they did not qualify for sale accounting treatment and the Company has recorded the notes payable obligation owed by the IOs to the financial institution on its books; the corresponding notes receivable also remained on the Company’s books. The Company services the loans for the financial institution by collecting principal and interest from the IOs and passing it through to the institution. The underlying notes have various maturity dates through June 2032. The Company partially guarantees the outstanding loans, as discussed in further detail within "Note 12. Contingencies”. These 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. Interest Expense Interest expense consisted of the following: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Company’s ABL facility and other long-term debt $ 57,881 $ 41,231 $ 29,270 Amortization of deferred financing fees 1,556 1,933 3,847 IO loans 1,153 1,260 1,591 Total interest $ 60,590 $ 44,424 $ 34,708 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS | DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS Derivative Financial Instruments To reduce the effect of interest rate fluctuations, on December 21, 2021, with an effective date of December 31, 2021, the Company entered into an accreting interest rate swap contract with a counter-party to make a series of payments based on a fixed interest rate of 1.39% and receive a series of payments based on the greater of LIBOR or 0.00%. Both the fixed and floating payment streams were based on a notional amount of $250 million and have accreted to $500 million and are maturing on September 30, 2026. Effective on September 30, 2022 the Company amended the swap contract to reference the 1-month SOFR plus a credit spread adjustment (“CSA”) of 11.448 basis points, as well as setting the new fixed rate to 1.41%; under this amended swap agreement the Company will receive a series of payments based on the greater of SOFR plus CSA, or 0.00%. On October 12, 2022, the Company entered into a 10-year swap contract, with an effective date of November 1, 2022, with a counter-party to make a series of payments based on a fixed interest rate of 3.83% and receive a series of payments based on the greater of the 1-month SOFR or 0.00%. The agreement covers $84.6 million as of December 31, 2023. This swap effectively fixes the rate of the Real Estate Term Loan to 5.93%. The balance that the hedge covers is designed to abate as principal payments on the Real Estate Term Loan are made. The Company entered into these transactions to reduce its exposure to changes in cash flows associated with the Real Estate Term Loan and has designated this derivative as a cash flow hedge. The Company assesses hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative instrument. If it is probable that the hedged forecasted transaction will not occur, the derivative instrument's gain or loss reported in accumulated other comprehensive income will be reclassified into earnings. As of December 31, 2023, the effective fixed interest rate on the long-term debt hedged by these contracts was 5.88%. For further treatment of the Company’s interest rate swap, refer to "Note 10. Fair Value Measurements” and "Note 13. Accumulated Other Comprehensive Income.” Warrant Liabilities The Company has outstanding warrants which are accounted for as derivative liabilities pursuant to ASC 815-40. See Note 17. "Warrants" for additional information on our warrant liabilities. A reconciliation of the changes in the warrant liability during the fiscal year ended December 31, 2023 is as follows: (in thousands) Fair value of warrant liabilities as of January 1, 2023 $ 45,504 Gain on remeasurement of warrant liability (2,232) Fair value of warrant liabilities as of December 31, 2023 $ 43,272 Purchase Commitments |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company follows the guidance relating to fair value measurements and disclosures with respect to financial assets and liabilities that are re-measured and reported at fair value each reporting period, and with respect to non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable pricing inputs (Level III). A financial asset or liability’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below: Level I - Valuations are based on unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities; Level II - Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Financial asset or liabilities which are included in this category are securities where all significant inputs are observable, either directly or indirectly; and Level III - Prices or valuations that are unobservable and where there is little, if any, market activity for these financial assets or liabilities. The inputs into the determination of fair value inputs for these investments require significant management judgment or estimation. The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors. To the extent that valuation is based on inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. The fair values of the Company’s Level 2 derivative instruments were determined using valuation models that use market observable inputs including interest rate curves and both forward and spot prices for commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and interest rate swap contracts. 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 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 January 1, 2023: (in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 72,930 $ — $ — $ 72,930 Commodity contracts — 1,586 — 1,586 Interest rate swaps — 45,088 — 45,088 Total assets $ 72,930 $ 46,674 $ — $ 119,604 Liabilities: Private placement warrants — 45,504 — 45,504 Debt — 911,807 — 911,807 Total liabilities $ — $ 957,311 $ — $ 957,311 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION For the periods presented, compensation expense included primarily in selling, distribution, and administrative expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows: (in thousands) Fiscal Year Ended December 31, 2023 Fiscal Year Ended January 1, 2023 Fiscal Year Ended January 2, 2022 RSUs $ 9,705 $ 5,136 $ 8,574 PSUs 4,279 2,253 1,228 Stock Options 1,281 1,056 493 Pre-tax compensation expense $ 15,265 8,445 $ 10,295 Related income tax benefit (3,452) Impact to net income $ 4,993 The tax benefit recognized from the share-based compensation expense is nominal for the fiscal years ended December 31, 2023 and January 2, 2022 due to a valuation allowance. Unrecognized compensation expense related to nonvested share-based compensation grants was as follows: (in thousands) As of December 31, 2023 As of January 1, 2023 RSUs $ 7,372 $ 8,710 PSUs 6,800 7,791 Stock Options 819 1,945 Total $ 14,991 $ 18,446 Restricted and Performance Share Units 2020 Long-term Incentive Plan ("LTIP") RSUs In connection with the Business Combination, the Phantom Units issued under the Utz Quality Foods, LLC 2018 Long-Term Incentive Plan (the “2018 LTIP”) were converted into restricted stock units (the “2020 LTIP RSUs”) issued under Utz Quality Foods, LLC 2020 Long-Term Incentive Plan (the “2020 LTIP”), with each 2020 LTIP RSU vesting on December 31, 2021. Holders of 2020 LTIP RSUs were subject to substantially similar terms to the holders of phantom unit awards issued under the 2018 LTIP (the “2018 LTIP Phantom Units”), including requisite service period and vesting conditions. The conversion of the 2018 LTIP Phantom Units was accounted for as a modification under ASC 718. The 2020 LTIP RSUs are equity-classified due to settlement being in shares. As a result of the Business Combination, the Company converted the Phantom Units under the 2018 LTIP into 2020 LTIP RSUs, which settled into 1,479,445 shares of Class A Common Stock. The fair value of the Phantom Units being replaced was approximately $11.2 million at the Closing, which was attributable to the pre-combination service period and was included in the purchase price of the Business Combination. The fair value of the 2020 LTIP RSUs at the Closing of the Business Combination in excess of the fair value of the replaced Phantom Units attributable to the pre-combination period was approximately $13.9 million and is attributable to the post-combination requisite service period. All 2020 LTIP RSUs settled January 3, 2022. 2020 Omnibus Equity Incentive Plan In connection with the consummation of the Business Combination, the Company adopted, with stockholder approval, the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the “2020 Plan”), which provides our executive officers and other participating associates with equity-based, long-term incentives, including RSUs, PSUs and Stock Options. Restricted Share Units Under the 2020 Plan, the Company grants RSUs representing the right to receive one share of the Company’s Class A Common Stock upon vesting, provided that the recipient remains employed with the Company through the vesting and subject to certain forfeiture conditions and restrictions. The RSUs vest according to specific vesting conditions set forth in the RSU award agreements. RSUs that become vested also generally entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the RSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the RSUs are forfeited). Performance Share Units The Company issues PSUs under the 2020 Plan, which provide the participant with the opportunity to earn shares of the Company’s Class A Common Stock if the Company achieves certain performance goals determined by the administrator of the 2020 Plan. All PSUs granted since the adoption of the 2020 Plan contain vesting based on the Company’s performance with respect to relative total stockholder return. The number of shares subject to the PSUs that vest and are settled at the end of each performance period is based on the Company’s cumulative total stockholder return relative to the total stockholder returns of members of a peer group, which is typically consistent with the peer group used for compensation disclosures. At the end of the performance period, the Company’s total stockholder return position is ranked relative to the total stockholder returns of each member of the performance peer group that remains within the performance peer group for the entire performance period. The total number of PSUs that vest is based on the ranking of the Company’s total stockholder return relative to the total stockholder return of each of the Company’s peer companies, and ranges from a 200% payout for ranking in the 90th percentile or above to 0% payout for ranking below the 30th percentile with percentiles interpolated between these payouts. PSUs that become vested also generally entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the PSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the PSUs are forfeited). Because the PSUs vest based on market conditions, Monte Carlo simulation models were used to determine the grant-date fair value of the PSUs. The assumptions used in the Monte Carlo simulation models included weighted average expected terms ranging from 2.8 years to 3.0 years, weighted average expected volatility ranging from 40.0% to 53.6%, and weighted average risk-free rates ranging from 0.2% to 3.9%. PSUs and RSUs Number of Units Weighted-average grant date fair value for equity awards (per unit) Weighted Average Remaining Contractual Term Outstanding at beginning of fiscal year 2023 1,288,342 $ 18.27 1.8 Years Granted 746,200 17.44 Vested (477,577) 17.66 Forfeited (95,199) 17.50 Outstanding at end of fiscal year 2023 1,461,766 $ 18.28 1.5 Years Stock Options The Company granted its Executive Leadership Team non-qualified stock options exercisable for Class A Common Stock of the Company, provided that the exercise of such stock options was contingent upon the Company filing a registration statement on Form S-8 with the SEC, which occurred on November 2, 2020. For non-cash, stock-based awards exchanged for employee services, the Company measures stock-based compensation on the grant date, based on the fair value of the award, and recognizes expense over the requisite service period, which for the Company is generally the vesting period. To estimate the fair value of an award, the Company uses the Black-Scholes pricing model. This model requires inputs such as expected term, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. For all grants during fiscal year 2022, the Company calculated the expected term based on the simplified method as allowable under ASC 718 due to a lack of sufficient trading history for the Company’s Class A Common Stock. The use of this method effectively assumes that exercise occurs evenly over the period from vesting until expiration, and therefore the expected term is the midpoint between the service period and the contractual term of the award. The Company estimates the volatility of its Class A Common Stock by analyzing its historical volatility and considering volatility data of its peer group and their implied volatility. The Company recognizes forfeitures when they occur. Options issued under the 2020 Plan generally have a maximum contractual life of 10 years from the grant date and must be issued with an exercise price equal to or greater than the fair market value of the shares of Class A Common Stock on the date of grant, as determined by the administrator of the 2020 Plan. Options issued under the 2020 Plan are subject to time-based vesting, continued employment, and other conditions outlined in the 2020 Plan with the fair value determined using the Black-Scholes Option Pricing Model. On January 31, 2022, the Company granted its Executive Leadership Team stock options exercisable for Class A Common Stock of the Company pursuant to the terms set forth above, and 100% of these options will vest and become exercisable on December 31, 2024. The Company granted stock options with an aggregate of 377,550 shares of Class A Common Stock underlying such options, on January 31, 2022 and the exercise price of these options is the Company’s closing share price of $15.51 on January 31, 2022. The fair value of each stock option granted was determined to be $6.06 using the Black-Scholes Option Pricing Model based on an expected volatility of 40.0%, expected option term of approximately 6.4 years, and risk-free rate of return of 1.4%. The risk-free rates are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. In May 2022, an additional 16,923 stock option awards were granted. Stock Options Number of Units Weighted-Average Grant Date Fair Value for Equity Awards (per unit) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding at beginning of fiscal year 2023 522,203 $ 5.60 1.8 Years Granted — — Vested (127,730) — Forfeited — — Outstanding and exercisable at end of fiscal year 2023 394,473 $ 6.01 1.0 Year 0.00 (1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the option had been exercised on the last day of the respective fiscal period. Options with a market value less than its exercise value are not included in the intrinsic value amount. Employee Stock Purchase Plan On December 10, 2020, the Board of Directors approved the 2021 Employee Stock Purchase Plan ("ESPP”), subject to stockholder approval. The ESPP was effective January 1, 2021, and any purchase rights that were granted under the ESPP prior to stockholder approval could not be exercised unless and until stockholder approval was obtained. Under the ESPP, associates are offered the option to purchase discounted shares of Class A Common Stock during offering periods designated by the administrator. Each offering period will be one year, consisting of two six-month purchase periods, commencing on each January 1 and July 1 following the effective date of the ESPP. Shares are purchased on the applicable exercise dates, which is the last trading day of each purchase period. The ESPP permits participants to purchase the Company’s Class A Common Stock at a purchase price of not less than 85% of the lesser of (i) the “fair market value” of a share on the first day of a purchase period, rounded up to the nearest whole cent per share and (ii) the “fair market value” of a share on the purchase date of such purchase period, rounded up to the nearest whole cent per share, subject to limits set by the Internal Revenue Code of 1986, as amended (the “Code”) and the ESPP. The purchase price used was 90% in 2021, 92.5% in 2022 and 95% in 2023. The maximum number of shares of the Company’s Class A Common Stock available for sale under the ESPP shall not exceed in the aggregate 1,500,000 shares, and may be unissued shares or treasury shares or shares bought on the market for purposes of the ESPP. As of December 31, 2023, 1,133,522 shares of Class A common stock remain available for issuance under the ESPP. For the fiscal year ended December 31, 2023, the Company granted 99,788 shares with a fair value of $1.5 million, and the Company recognized compensation expense of $0.3 million. For the fiscal year ended January 1, 2023, the Company granted 138,096 shares with a fair value of $2.0 million, and the Company recognized compensation expense of $0.4 million. For the fiscal year ended January 2, 2022, the Company granted 128,642 shares with a fair value of $2.7 million, and the Company recognized compensation expense of $0.5 million. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
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. Tax Matters The Company received an assessment from the Commonwealth of Pennsylvania pursuant to a sales and use tax audit for the period from January 1, 2014 through December 31, 2016. As of January 2, 2022, the Company had a reserve of $1.3 million to cover the assessment. On January 7, 2022, the Company settled the audit with the Commonwealth of Pennsylvania for $0.9 million. Guarantees The Company partially guarantees loans made to IOs by Cadence Bank for the purchase of routes. The outstanding balance of loans guaranteed was $0.7 million and $1.5 million at December 31, 2023 and January 1, 2023, respectively, all of which was recorded by the Company as off balance sheet arrangements. The maximum amount of future payments the Company could be required to make under the guarantees equates to 25% of the outstanding loan balance up to $2.0 million. These 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. 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 $52.8 million and $36.0 million at December 31, 2023 and January 1, 2023, respectively, which are accounted for as an off balance sheet arrangement. As discussed in "Note 8. Long-Term Debt”, the Company also sold notes receivable on its books to Bank of America during fiscal year 2021, fiscal year 2022 and fiscal year 2023, which the Company partially guarantees. The outstanding balance of notes purchased by Bank of America at December 31, 2023 and January 1, 2023 was $14.8 million and $17.9 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. These 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. The Company guarantees loans made to IOs by M&T Bank for the purchase of routes. The agreement with M&T Bank was amended in January 2020 so that the Company guaranteed up to 25% of the greater of the aggregate principal amount of loans outstanding on the payment date or January 1st of the subject year. The outstanding balance of loans guaranteed was $2.2 million and $3.4 million at December 31, 2023 and January 1, 2023, respectively, all of which were included in the Company's Consolidated Balance Sheets. These 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. Unclaimed Property The Company was notified in September 2016 that several states requested an audit of the Company’s unclaimed property practices. The states initiating the audit include Connecticut, Idaho, Maryland, Massachusetts, New Hampshire, New York, South Dakota, and Tennessee but was later expanded to include a total of 22 states. The audit is limited to UQF and does not include any other legal entities. The audit consists of three components including accounts payable, payroll, and accounts receivable customer over-payments. As of early fiscal year 2023, the Company settled the audit with the various jurisdictions for $0.1 million. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED OTHER COMPREHENSIVE INCOME Total accumulated other comprehensive income was $37.5 million as of December 31, 2023 and $51.0 million as of January 1, 2023. Total accumulated other comprehensive income consists solely of unrealized gains (losses) from the Company’s derivative financial instruments accounted for as cash flow hedges. Changes to the balance in accumulated other comprehensive income were as follows: (in thousands) Gains (Losses) on Cash Flow Hedges Balance as of January 3, 2021 $ 924 Unrealized gain on cash flow hedges 2,791 Balance as of January 2, 2022 3,715 Unrealized gain on cash flow hedges 47,279 Balance as of January 1, 2023 50,994 Unrealized loss on cash flow hedges (13,543) Balance as of December 31, 2023 37,451 Less balance attributable to noncontrolling interest as of December 31, 2023 (14,493) Balance attributable to controlling interest as of December 31, 2023 $ 22,958 |
SUPPLEMENTARY CASH FLOW INFORMA
SUPPLEMENTARY CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTARY CASH FLOW INFORMATION | SUPPLEMENTARY CASH FLOW INFORMATION (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Cash paid for interest $ 46,905 $ 41,711 $ 31,638 Refunds related to income taxes $ 1,686 $ 4,663 $ 726 Payments for income taxes $ 8,820 $ 6,988 $ 3,653 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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 provision (benefit) for income taxes was as follows: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Current: Federal $ 7,816 $ 4,038 $ 1,553 State 1,879 1,403 2,010 Total current 9,695 5,441 3,563 Deferred: Federal (7,591) (20,986) (1,949) State (1,347) (8,374) 6,472 Total deferred (8,938) (29,360) 4,523 Total $ 757 $ (23,919) $ 8,086 A reconciliation of the expected statutory federal tax and the total income tax (benefit) expense was as follows: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Federal statutory rate (21%) $ (8,248) $ (7,972) $ 3,378 State income taxes, net of federal benefit (528) (2,435) 6,440 Investment in UBH 177 31 (31) Noncontrolling interest in UBH 2,610 2,792 2,448 Valuation allowance 5,878 (17,177) 5,195 Remeasurement of warrant liability (469) (151) (7,702) Return to provision 2 (79) (771) Permanent book to tax differences — — (593) Credits (41) (201) (239) IRC §162(m) 1,401 875 191 Nondeductible expenses 88 12 12 Other (113) 386 (242) $ 757 $ (23,919) $ 8,086 The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 31, 2023 and January 1, 2023: (in thousands) As of December 31, 2023 As of January 1, 2023 Deferred Tax Assets: Accrued expenses $ 427 $ 390 Pension, retirement and other benefits 419 449 Inventories, including uniform capitalization 145 320 Investment in UBH, operations 20,943 25,237 Acquisition costs 592 708 Net operating losses 23,596 22,291 IRC §163(j) 12,753 7,480 Credits 713 422 Charitable contributions 149 98 Other deferred tax assets 172 215 Total gross deferred tax assets 59,909 57,610 Valuation allowance (36,947) (27,339) Net deferred tax assets 22,962 30,271 Deferred Tax Liabilities: Plant and equipment, accelerated depreciation (6,957) (13,984) Intangibles (66,556) (71,883) Investment in UBH, nonreversing (63,900) (68,957) Other deferred tax liabilities (239) (249) Total deferred tax liabilities (137,652) (155,073) Net deferred tax liabilities $ (114,690) $ (124,802) The U.S. federal government enacted the Coronavirus Aid, Relief and Economic Security Act (the CARES Act) on March 27, 2020, the Consolidated Appropriations Act, 2021 on December 27, 2020, and the Inflation Reduction Act of 2022 on August 16, 2022, none of which had a material impact on our provision for income taxes. Net Operating Loss and Tax Credit Carryforward As of December 31, 2023 and January 1, 2023, the Company and certain subsidiaries had federal net operating loss ("NOL") carryforwards of $102.2 million and $93.6 million, respectively. Of these, $30.7 million will expire, if not utilized, by 2037. As of December 31, 2023 and January 1, 2023, the Company and certain subsidiaries also had state NOL carryforwards in the amount of $48.1 million and $45.9 million, respectively. The state NOL carryforwards continue to expire in 2023, however, some state NOL's are able to be carried forward indefinitely. As of December 31, 2023 and January 1, 2023, the Company and certain subsidiaries had federal tax credit carryforwards in the amount of $0.7 million and $0.4 million, respectively. As of December 31, 2023 and January 1, 2023, certain subsidiaries had nominal state tax credit carryforwards. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the "change in ownership” provisions of the Code and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. Valuation Allowance The Company recorded a valuation allowance of $36.9 million and $27.3 million at December 31, 2023 and January 1, 2023, respectively. In determining the need for a valuation allowance, the Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing deferred tax assets ("DTA's”). As of December 31, 2023, a significant piece of objective negative evidence evaluated was the three-year 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 some of 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 three-year cumulative loss and the ability to offset DTA’s with definite lived DTL’s, 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 operations. 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. The net change in valuation allowance of $9.6 million was recorded as an increase to income tax expense for $6.4 million and an adjustment to equity for $3.2 million. As of December 31, 2023, tax years 2020 through 2023 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 2023 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 December 31, 2023 and January 1, 2023. Tax receivable agreement liability Pursuant to an election under section 754 of the Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed to purchase UBH units from a third party then holding common and preferred interests 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 December 31, 2023, the Company recorded a TRA liability of $24.3 million, but it has a total liability of $38.5 million related to its projected obligations under the TRA. The total TRA liability includes $24.3 million that relates to payments that originated with the Business Combination and the acquisition of Kennedy and $14.2 million that relates to equity transactions that occurred during the fourth quarter of 2020 and third quarter of 2021. The Company recorded a partial valuation allowance on its DTA, that fully covers the tax basis that originated with the equity transactions that occured during the fourth quarter of 2020 and third quarter of 2021 as they are not more likely than not to be realized based on the positive and negative evidence that the Company considered. The Company has not recorded the $14.2 million of TRA liability that relates to the equity transactions that occured during the fourth quarter of 2020 and third quarter of 2021 as the liability is not probable under ASC 450 since the related DTA is not more likely than not to be realized as evidenced by the valuation allowance. The Company will continue to monitor positive and negative evidence to analyze its valuation allowance and it believes that sufficient positive evidence may arise to permit the release of a significant portion of its valuation allowance. If that were to occur, it would result in the need to record $14.2 million of additional TRA liability for the equity transactions that occured during the fourth quarter of 2020 and third quarter of 2021, which would result in a non-cash charge to pretax results. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES We determine if a contractual arrangement is a lease at inception. Our lease arrangements provide the Company the right to utilize certain specified tangible assets for a period of time in exchange for consideration. Our leases primarily relate to building space, vehicles, and equipment. Our leases generally have remaining terms ranging from one month to twelve years. We separate lease components from vehicles leases and do not separate non-lease components from our building leases for the purposes of measuring our lease liabilities and assets. Our leases consist of operating leases which are presented within current accrued expenses and other non-current accrued expenses and other current portion of other notes payable non-current portion of other notes payable We recognize a lease liability and a right-of-use asset at the lease commencement date based on the present value of future lease payments over the lease term discounted using our incremental borrowing rate. As many of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments. We recognize operating lease expenses on a straight-line basis over the term of the lease within operating expenses. Expenses associated with our finance leases consists of two components, including interest on our outstanding finance lease obligations and amortization of the related right-of-use assets. The interest component is recorded in interest expense and depreciation of the finance lease asset is recognized over a straight-line basis over the term of the lease within cost of goods sold, selling expenses, and administrative expenses on the consolidated statements of operations and comprehensive income (loss). Our leases do not contain material residual value guarantees or material restrictive covenants. Some of our leases include optional renewal periods or termination provisions which we assess at inception to determine the term of the lease, subject to reassessment in certain circumstances. The following table presents lease expense we have recorded on our consolidated statements of operations for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Finance lease expense: Amortization of finance ROU asset $ 2,973 $ 2,585 $ 2,553 Interest of finance ROU asset 550 318 254 Total finance lease expense 3,523 2,903 2,807 Operating lease expense (1) 22,437 16,679 9,118 Total lease expense $ 25,960 $ 19,582 $ 11,925 (1) Included variable and short-term lease expense of $4.6 million and $5.3 million, respectively, for the fiscal year ended December 31, 2023, $3.2 million and $3.8 million, respectively, for the fiscal year ended January 1, 2023 and $2.1 million and $3.4 million, respectively, for the fiscal year ended January 2, 2022. Finance leases, net, are included in Property, Plant and Equipment, net as follows: (in thousands) As of As of Leases $ 17,956 $ 16,340 Less: accumulated depreciation 8,007 5,571 Leases, net $ 9,949 $ 10,769 Maturities of lease liabilities as of December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 17,630 $ 3,314 $ 20,944 2025 15,500 2,761 18,261 2026 12,940 2,465 15,405 2027 9,061 1,937 10,998 2028 5,008 752 5,760 2029 and thereafter 5,690 167 5,857 Total undiscounted obligations 65,829 11,396 77,225 Less imputed interest (6,909) (1,251) (8,160) Present value of lease obligations $ 58,920 $ 10,145 $ 69,065 The following table summarizes supplemental balance sheet information related to leases as of December 31, 2023 and January 1, 2023: As of December 31, 2023 As of January 1, 2023 (in thousands, except lease term and discount rate) Operating Leases Finance Leases Operating Leases Finance Leases ROU asset, non-current (1) $ 56,705 $ 9,949 $ 46,075 $ 10,769 Lease liability, current $ 14,992 $ 2,808 $ 12,389 $ 2,839 Lease liability, non-current 43,928 7,337 35,331 8,156 Total lease liabilities $ 58,920 $ 10,145 $ 47,720 $ 10,995 Weighted average remaining lease term (in years) 4.4 3.9 4.8 4.4 Weighted average discount rate 4.04 % 5.80 % 3.22 % 4.43 % (1) Finance ROU assets are reflected within property, plant, and equipment, net other assets The following table presents other information related to leases for the fiscal year ended December 31, 2023, January 1, 2023 and January 2, 2022 (in thousands): For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,717 $ 12,531 $ 8,755 Operating cash flows from finance leases $ 550 $ 318 $ 254 Financing cash flows from finance leases $ 2,973 $ 2,585 $ 2,741 Leased assets obtained in exchange for new lease liabilities: Operating leases $ 26,315 $ 24,958 $ 11,412 Finance leases $ 2,761 $ 6,379 $ 2,157 |
LEASES | LEASES We determine if a contractual arrangement is a lease at inception. Our lease arrangements provide the Company the right to utilize certain specified tangible assets for a period of time in exchange for consideration. Our leases primarily relate to building space, vehicles, and equipment. Our leases generally have remaining terms ranging from one month to twelve years. We separate lease components from vehicles leases and do not separate non-lease components from our building leases for the purposes of measuring our lease liabilities and assets. Our leases consist of operating leases which are presented within current accrued expenses and other non-current accrued expenses and other current portion of other notes payable non-current portion of other notes payable We recognize a lease liability and a right-of-use asset at the lease commencement date based on the present value of future lease payments over the lease term discounted using our incremental borrowing rate. As many of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments. We recognize operating lease expenses on a straight-line basis over the term of the lease within operating expenses. Expenses associated with our finance leases consists of two components, including interest on our outstanding finance lease obligations and amortization of the related right-of-use assets. The interest component is recorded in interest expense and depreciation of the finance lease asset is recognized over a straight-line basis over the term of the lease within cost of goods sold, selling expenses, and administrative expenses on the consolidated statements of operations and comprehensive income (loss). Our leases do not contain material residual value guarantees or material restrictive covenants. Some of our leases include optional renewal periods or termination provisions which we assess at inception to determine the term of the lease, subject to reassessment in certain circumstances. The following table presents lease expense we have recorded on our consolidated statements of operations for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Finance lease expense: Amortization of finance ROU asset $ 2,973 $ 2,585 $ 2,553 Interest of finance ROU asset 550 318 254 Total finance lease expense 3,523 2,903 2,807 Operating lease expense (1) 22,437 16,679 9,118 Total lease expense $ 25,960 $ 19,582 $ 11,925 (1) Included variable and short-term lease expense of $4.6 million and $5.3 million, respectively, for the fiscal year ended December 31, 2023, $3.2 million and $3.8 million, respectively, for the fiscal year ended January 1, 2023 and $2.1 million and $3.4 million, respectively, for the fiscal year ended January 2, 2022. Finance leases, net, are included in Property, Plant and Equipment, net as follows: (in thousands) As of As of Leases $ 17,956 $ 16,340 Less: accumulated depreciation 8,007 5,571 Leases, net $ 9,949 $ 10,769 Maturities of lease liabilities as of December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 17,630 $ 3,314 $ 20,944 2025 15,500 2,761 18,261 2026 12,940 2,465 15,405 2027 9,061 1,937 10,998 2028 5,008 752 5,760 2029 and thereafter 5,690 167 5,857 Total undiscounted obligations 65,829 11,396 77,225 Less imputed interest (6,909) (1,251) (8,160) Present value of lease obligations $ 58,920 $ 10,145 $ 69,065 The following table summarizes supplemental balance sheet information related to leases as of December 31, 2023 and January 1, 2023: As of December 31, 2023 As of January 1, 2023 (in thousands, except lease term and discount rate) Operating Leases Finance Leases Operating Leases Finance Leases ROU asset, non-current (1) $ 56,705 $ 9,949 $ 46,075 $ 10,769 Lease liability, current $ 14,992 $ 2,808 $ 12,389 $ 2,839 Lease liability, non-current 43,928 7,337 35,331 8,156 Total lease liabilities $ 58,920 $ 10,145 $ 47,720 $ 10,995 Weighted average remaining lease term (in years) 4.4 3.9 4.8 4.4 Weighted average discount rate 4.04 % 5.80 % 3.22 % 4.43 % (1) Finance ROU assets are reflected within property, plant, and equipment, net other assets The following table presents other information related to leases for the fiscal year ended December 31, 2023, January 1, 2023 and January 2, 2022 (in thousands): For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,717 $ 12,531 $ 8,755 Operating cash flows from finance leases $ 550 $ 318 $ 254 Financing cash flows from finance leases $ 2,973 $ 2,585 $ 2,741 Leased assets obtained in exchange for new lease liabilities: Operating leases $ 26,315 $ 24,958 $ 11,412 Finance leases $ 2,761 $ 6,379 $ 2,157 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
WARRANTS | WARRANTS As a result of the Business Combination, the Company assumed 7,200,000 Private Placement Warrants that were initially issued to the Sponsor simultaneously with the closing of its initially public offering that are exercisable for shares of UBI Class A Common Stock. The Private Placement Warrants have a term of five years and expire in August 2025. As of December 31, 2023 and January 1, 2023, there were 7,200,000 Private Placement Warrants outstanding. The Private Placement Warrants are exercisable on a cashless basis, at the holder’s option, and are non-redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders as set forth in the warrant agreement with respect to such warrants. The Warrants are accounted for as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity ("ASC 815-40”), due to certain settlement provisions in the corresponding warrant agreement that do not meet the criteria to be classified in stockholders’ equity. Pursuant to ASC 815-40, the Warrants are classified as a liability at fair value on the Company’s Consolidated Balance Sheet, and the change in the fair value of such liability in each period is recognized as a non-cash gain or loss in the Company’s Consolidated Statements of Operations and Comprehensive Income (loss). The Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Warrants recognized. The remeasurement of the warrant liability resulted in a gain of $2.2 million for the fiscal year ended December 31, 2023 and $0.7 million for the fiscal year ended January 1, 2023, and $36.7 million for the fiscal year ended January 2, 2022. Such gains are not attributable to the noncontrolling interest. EQUITY Class A Common Stock The Company is authorized to issue 1,000,000,000 shares of Class A Common Stock, par value $0.0001 per share, of which 81,187,977 and 80,882,334 shares of UBI were issued and outstanding as of December 31, 2023 and January 1, 2023, respectively. Class V Common Stock |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | WARRANTS As a result of the Business Combination, the Company assumed 7,200,000 Private Placement Warrants that were initially issued to the Sponsor simultaneously with the closing of its initially public offering that are exercisable for shares of UBI Class A Common Stock. The Private Placement Warrants have a term of five years and expire in August 2025. As of December 31, 2023 and January 1, 2023, there were 7,200,000 Private Placement Warrants outstanding. The Private Placement Warrants are exercisable on a cashless basis, at the holder’s option, and are non-redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders as set forth in the warrant agreement with respect to such warrants. The Warrants are accounted for as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity ("ASC 815-40”), due to certain settlement provisions in the corresponding warrant agreement that do not meet the criteria to be classified in stockholders’ equity. Pursuant to ASC 815-40, the Warrants are classified as a liability at fair value on the Company’s Consolidated Balance Sheet, and the change in the fair value of such liability in each period is recognized as a non-cash gain or loss in the Company’s Consolidated Statements of Operations and Comprehensive Income (loss). The Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Warrants recognized. The remeasurement of the warrant liability resulted in a gain of $2.2 million for the fiscal year ended December 31, 2023 and $0.7 million for the fiscal year ended January 1, 2023, and $36.7 million for the fiscal year ended January 2, 2022. Such gains are not attributable to the noncontrolling interest. EQUITY Class A Common Stock The Company is authorized to issue 1,000,000,000 shares of Class A Common Stock, par value $0.0001 per share, of which 81,187,977 and 80,882,334 shares of UBI were issued and outstanding as of December 31, 2023 and January 1, 2023, respectively. Class V Common Stock |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding. Diluted earnings per share is based on the weighted average number 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. There is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company's net loss position. The potentially dilutive securities that would be anti-dilutive due to the Company's net loss are not included in the calculation of diluted net loss per share attributable to controlling interest. The anti-dilutive securities are included in the table below. Refer to Note 11. "Share-Based Compensation" for further information on the share-based awards considered in the diluted EPS computation. The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings per share: (in thousands, except share data) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Numerator: Net income (loss) attributable to controlling interest $ (24,937) $ (392) $ 20,555 Denominator: Weighted average Class A Common Stock shares, basic 81,081,458 80,093,094 76,677,981 Dilutive securities included in diluted earnings per share calculation Warrants — — 3,316,122 RSUs — — 1,055,003 PSUs — — 32,256 Stock options — — 8,867 Total dilutive weighted average shares 81,081,458 80,093,094 81,090,229 Basic earnings per share $ (0.31) $ — $ 0.26 Diluted earnings per share $ (0.31) $ — $ 0.25 Weighted average Class V Common Stock not subject to earnings per share calculation 59,349,000 59,349,000 60,063,286 Net loss attributable to noncontrolling interest $ 15,095 $ 13,649 12,557 The diluted earnings per share computation excludes the effect of certain RSUs and Options granted to directors and management which convert into, or are exercisable for, shares of Class A Common Stock upon vesting as their inclusion would have been anti-dilutive. Anti-dilutive securities excluded from diluted earnings per share calculation: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Warrants 1,882,627 1,888,256 — RSUs 271,330 83,261 — PSUs 125,958 62,408 — 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, RSUs granted to our directors and certain employees in fiscal year 2020, and 2020 LTIP 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. At both December 31, 2023 and January 1, 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 loss attributable to the noncontrolling interest was $15.1 million for the fiscal year ended December 31, 2023, $13.6 million for the fiscal year ended January 1, 2023, and net loss attributable to non-controlling interest of $12.6 million for the fiscal year ended January 2, 2022, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS 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 agreed to purchase the Good Health® and R.W. Garcia® brands, the Lincolnton, NC, and Lititz, PA manufacturing facilities and certain related assets, and assume the Company’s Las Vegas, NV facility lease and manufacturing operations. In addition, the Company and Our Home will operate under a Transition Services Agreement for 12 months. The total consideration for the transactions is $182.5 million, subject to customary adjustments. In addition, post-closing, the parties will operate under reciprocal co-manufacturing agreements under which Our Home will co-manufacture certain of the Company's products and the Company will co-manufacture certain Good Health® products. Certain Good Health® products will continue to be distributed and sold on the Company's DSD network for Our Home. At this time, the Company cannot estimate the impact of this transaction on its consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Pay vs Performance Disclosure | |||
Net (loss) income attributable to controlling interest | $ (24,937) | $ (392) | $ 20,555 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
OPERATIONS AND SUMMARY OF SIG_2
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI", the "Company", or "Successor", formerly Collier Creek Holdings ("CCH")) 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 financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). CCH was incorporated in the Cayman Islands on April 30, 2018 as a blank check company. CCH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company had not then identified. CCH’s sponsor was Collier Creek Partners LLC, a Delaware limited liability company (the "Sponsor"). On August 28, 2020, CCH domesticated into a Delaware corporation and changed its name to "Utz Brands, Inc." (the “Domestication”) and consummated the acquisition of certain limited liability company units of Utz Brands Holdings, LLC ("UBH"), the parent of Utz Quality Foods, LLC (“UQF”), as a result of a new issuance by UBH and purchases from UBH’s existing equity holders pursuant to a Business Combination Agreement, dated as of June 5, 2020 (the “Business Combination Agreement”) among CCH, UBH and Series U of UM Partners, LLC (“Series U”) and Series R of UM Partners, LLC (“Series R” and together with Series U, the “Continuing Members”) (the Domestication and the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”), following the approval at the extraordinary general meeting of the shareholders of CCH held on August 27, 2020. The Noncontrolling interest represents the common limited liability company units of UBH held by the Continuing Members. |
Consolidation | All intercompany transactions and balances have been eliminated in combination/consolidation. |
Reclassification, Prior Period Revision - Statement of Cash Flows | Reclassification – Certain prior year amounts have been reclassified for consistency with the current year presentation. In our Consolidated Statements of Operation and Comprehensive Income and our Consolidated Statements of Cash Flows, included in our Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2022, the Company began combining Gain on disposal of property, plant and equipment, net and Gain on sale of routes, net, into a single line item as (Loss) gain on sale of assets to simplify our reporting presentation. The reclassification had no impact on total operating costs, earnings from operations, net earnings, earnings per share or total equity. Prior Period Revision - Statement of Cash Flows – For the fiscal year ended December 31, 2023, 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 fiscal years ended January 1, 2023 and January 2, 2022 for comparability purposes and deems the change to those periods to be immaterial. |
Segment Reporting | Segment Reporting – The Company operates in one reportable segment: the manufacturing, distribution, marketing and sale of snack food products. The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker ("CODM”) in order to assess performance and allocate resources. The CODM is the Chief Executive Officer of the Company. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. |
Cash and Cash Equivalents | Cash and Cash Equivalents – The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. The majority of the Company’s cash is held in financial institutions with insurance provided by the Federal Deposit Insurance Corporation ("FDIC”) of $250,000 per depositor. At various times, account balances may exceed federally insured limits. |
Accounts Receivables | Accounts Receivables – Accounts receivable are reported at net realizable value. The net realizable value is based on Company management’s estimate of the amount of receivables that will be collected based on analysis of historical data and trends, as well as review of significant customer accounts. Accounts receivable are considered to be past due when payments are not received within the customer’s credit terms. The Company's methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables, and customer classes or individual customers as well as expectations of future credit losses and the customers ability to pay. The Company's estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. The Company's bad debt expense was $1.2 million and $0.9 million for the fiscal years ended December 31, 2023 and January 1, 2023, respectively. |
Inventories | Inventories – Inventories are stated at the lower of cost (based on a method that approximates first-in, first-out or weighted average) or net realizable value. Inventory write-downs are recorded for shrinkage, damaged, stale and slow-moving items. |
Property, Plant and Equipment | Property, Plant and Equipment |
Hosting Arrangements , Goodwill and Other Identifiable Intangible Assets | Hosting arrangements – Certain of our service contracts have been deemed to be hosting arrangements. Certain costs incurred for the implementation of a hosting arrangement that is a service contract are capitalized and amortized on a straight–line basis over the term of the respective contract. Amortization begins for each component of the hosting arrangement when the component becomes ready for its intended use. Capitalized implementation costs are presented in Other assets of the Consolidated Balance Sheets. Amortization expense of the capitalized implementation costs is presented in Administrative in the Consolidated Statements of Operations. Goodwill and Other Identifiable Intangible Assets – The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests, require significant management judgments and estimates. These estimates are made based on, among other factors, review of projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in an impairment of the goodwill or intangible assets. Finite-lived intangible assets consist of distribution/customer relationships, technology, certain master distribution rights and certain trademarks. These assets are being amortized over their estimated useful lives. Finite-lived intangible assets are tested for impairment only when management has determined that potential impairment indicators are present. Goodwill and other indefinite-lived intangible assets (including certain trademarks, trade names, certain master distribution rights and Company-owned sales routes) are not amortized but are tested for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. The Company tests goodwill for impairment at the reporting unit level. The Company has identified the existing snack food operations as its sole reporting unit. In accordance with the FASB Accounting Standards Update ("ASU”) No. 2017-04, Intangibles - Goodwill and Other ("Topic 350”): Simplifying the Test for Goodwill Impairment, the Company is required to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. Topic 350, also permits an entity to first assess qualitative factors to determine whether it is necessary to perform quantitative impairment tests for goodwill and indefinite-lived intangibles. If an entity believes, as a result of each qualitative assessment, it is more likely than not that the fair value of goodwill or an indefinite-lived intangible asset exceeds its carrying value then a quantitative impairment test is not required. |
Income Taxes | Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method of Accounting Standards Codification (“ASC”) 740, Income Taxes, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized benefits.” A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, distribution, general and administrative expenses ("SD&A"). As of December 31, 2023 and January 1, 2023, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next fiscal year. |
Distribution Route Acquisition and Sale Transactions | Distribution Route Acquisition and Sale Transactions – The Company acquires and sells distribution routes as a part of the Company’s maintenance of its DSD network. As new independent operators ("IOs”) are identified, the Company either sells its newly-created or existing Company-managed routes to IOs or sells routes that were previously acquired by the Company to IOs. Gain/loss from the sale of a distribution route is recorded upon the completion of the sale transaction, and is calculated based on the difference between the sale price of the distribution route and the asset carrying value of the distribution route as of the date of sale. The Company records intangible assets for distribution routes that it purchases based on the payment that the Company makes to acquire the route, and records the purchased distribution routes as indefinite-lived intangible assets under Financial Accounting Standards Board ("FASB") ASC 350, Intangibles – Goodwill and Other. The indefinite lived intangible assets are subject to annual impairment testing. |
Share-Based Compensation | Share-Based Compensation – Share-based compensation is rewarded to associates and directors of the Company and accounted for in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718”). Share-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. The Company uses various forms of long-term incentives including, but not limited to, stock options, restricted stock units ("RSUs”) and performance share units ("PSUs”). The fair value of stock options is estimated at the date of grant using the Black-Scholes valuation model. The exercise price of each stock option equals or exceeds the estimated fair value of the Company’s stock price on the date of grant. Stock options can generally be exercised over a maximum term of ten years. The grant date fair value of the PSUs is determined using the Monte Carlo simulation model. The grant date fair value of the RSUs is determined using the Company’s closing trading price on the grant date. Share-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – Financial instruments held by the Company include cash and cash equivalents, accounts receivable, hedging instruments, warrants, purchase commitments on commodities, accounts payable and debt. The carrying value of all cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature. The carrying value of the debt is also estimated to approximate its fair value based upon current market conditions and interest rates. The fair value of the hedging instruments is revalued at each reporting period. The related gains and losses of the hedging instruments are reported in Prepaid expense and other assets and Accounts payable and accrued expenses and other on the Consolidated Statement of Cash Flow. |
Self-Insurance | Self-Insurance |
Shipping and Handling | Shipping and Handling |
Advertising Cost | Advertising Costs |
Employee Benefits | Employee Benefits |
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 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 $17.4 million as of December 31, 2023, which include adjustments taken by customers of $6.2 million that are awaiting final processing and reserves of $46.3 million as of January 1, 2023, which include adjustments taken by customers of $32.8 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. |
Business Combinations | Business Combinations – The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is accounted for as business combination or an acquisition of assets. The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. |
Distributor Buyouts | Distributor Buyouts - |
Use of Estimates | Use of Estimates – Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Some examples, but not a comprehensive list, include sales and promotional allowances, customer returns, allowances for doubtful accounts, inventory valuations, useful lives of fixed assets and related impairment, long-term investments, hedge transactions, goodwill and intangible asset valuations and impairments, incentive compensation, income taxes, self-insurance, contingencies, litigation, and inputs used to calculate deferred tax liabilities, tax valuation allowances, and tax receivable agreements. Actual results could vary materially from the estimates that were used. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards – In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ("Topic 326"). Topic 326 requires entities to measure the impairment of certain financial instruments, including accounts receivables, notes receivables and off balance sheet notes receivables, based on expected losses rather than incurred losses. Topic 326 was effective for the Company beginning in fiscal year 2023. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements or related disclosures. In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures, to amend existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation. 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, |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company for the acquisition of Festida Foods at the date of the acquisition: (in thousands) Purchase consideration $ 40,324 Assets acquired: Accounts receivable 2,776 Inventory 2,704 Prepaid expenses and other assets 182 Property, plant and equipment 24,650 Customer relationships 1,270 Total assets acquired: 31,582 Liabilities assumed: Accounts payable 2,017 Accrued expenses 844 Total liabilities assumed: 2,861 Net identifiable assets acquired 28,721 Goodwill $ 11,603 The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company for the RW Garcia acquisition at the date of the acquisition: (in thousands) Purchase consideration $ 56,430 Tax consideration 1,458 Total consideration 57,888 Assets acquired: Cash 5,401 Accounts receivable 4,660 Inventory 5,674 Prepaid expenses and other assets 2,102 Property, plant and equipment 20,210 Trade name 3,100 Customer relationships 4,720 Total assets acquired: 45,867 Liabilities assumed: Accounts payable 6,017 Accrued expenses 1,838 Deferred tax liability 5,898 Total liabilities assumed: 13,753 Net identifiable assets acquired 32,114 Goodwill $ 25,774 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: (in thousands) As of As of January 1, 2023 Finished goods $ 65,673 $ 67,386 Raw materials 29,757 42,204 Maintenance parts 9,236 8,416 Total inventories $ 104,666 $ 118,006 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 As of January 1, 2023 Land $ 28,561 $ 30,582 Buildings 123,603 129,824 Machinery and equipment 248,886 255,505 Land improvements 3,887 3,756 Building improvements 5,163 3,709 Construction-in-progress 35,533 21,934 445,633 445,310 Less: accumulated depreciation (126,752) (100,112) Property, plant and equipment, net $ 318,881 $ 345,198 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A roll forward of goodwill is as follows: (in thousands) Balance as of January 2, 2022 $ 915,438 RW Garcia acquisition adjustment (143) Balance as of January 1, 2023 915,295 Balance as of December 31, 2023 $ 915,295 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net, consisted of the following: (in thousands) As of December 31, 2023 As of January 1, 2023 Subject to amortization: Distributor/customer relationships $ 677,930 $ 677,930 Trademarks 63,850 63,850 Amortizable assets, gross 741,780 741,780 Accumulated amortization (120,405) (82,738) Amortizable assets, net 621,375 659,042 Not subject to amortization Trade names 434,513 434,513 IO routes 7,525 6,010 Intangible assets, net $ 1,063,413 $ 1,099,565 |
Schedule of Estimated Future Amortization Expense | Intangible assets, net, consisted of the following: (in thousands) As of December 31, 2023 As of January 1, 2023 Subject to amortization: Distributor/customer relationships $ 677,930 $ 677,930 Trademarks 63,850 63,850 Amortizable assets, gross 741,780 741,780 Accumulated amortization (120,405) (82,738) Amortizable assets, net 621,375 659,042 Not subject to amortization Trade names 434,513 434,513 IO routes 7,525 6,010 Intangible assets, net $ 1,063,413 $ 1,099,565 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense is as follows: (in thousands) As of December 31, 2023 2024 $ 37,668 2025 37,668 2026 37,668 2027 37,668 2028 37,668 Thereafter 433,035 Total $ 621,375 |
ACCRUED EXPENSES AND OTHER (Tab
ACCRUED EXPENSES AND OTHER (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other | Current accrued expenses and other consisted of the following: (in thousands) As of December 31, 2023 As of January 1, 2023 Accrued compensation and benefits $ 21,466 $ 38,974 Operating right of use liability 14,992 12,389 Insurance liabilities 6,811 6,701 Accrued freight and manufacturing related costs 4,424 10,817 Accrued dividends and distributions 7,972 7,989 Accrued interest 13,280 1,151 Other accrued expenses 8,645 13,991 Total accrued expenses and other $ 77,590 $ 92,012 Non-current accrued expenses and other consisted of the following: (in thousands) As of December 31, 2023 As of January 1, 2023 Operating right of use liability $ 43,928 $ 35,331 Tax Receivable Agreement liability 24,297 25,426 Supplemental retirement and salary continuation plans 6,559 6,512 Long-term portion of an interest rate hedge liability 1,936 — Total accrued expenses and other $ 76,720 $ 67,269 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: Debt (in thousands) Issue Date Principal Balance Maturity Date December 31, 2023 January 1, 2023 Term loan B (1) June-21 $ 795,000 January-28 $ 771,335 $ 779,286 Real Estate Loan October-22 88,140 October-32 80,184 88,140 Equipment loans (2) 56,482 54,053 ABL facility (3) October-27 368 — Net impact of debt issuance costs and original issue discounts (8,772) (9,672) Total long-term debt 899,597 911,807 Less: current portion (21,086) (18,472) Long term portion of term debt and financing obligations $ 878,511 $ 893,335 (1) On September 22, 2022, the Company entered into Amendment No. 4. (2) In July 2021, the Company entered into two separate finance lease obligations with Banc of America Leasing & Capital, LLC, which have been treated as secured borrowing. The Company has made the following draws upon these agreements: $26.5 million in fiscal year 2021, $32.4 million in fiscal year 2022, and $13.1 million in fiscal year 2023. These draws bear interest ranging from 3.26% through 7.25% and have varying maturities up through 2028. |
Schedule of Maturities of Long-term Debt | As of December 31, 2023, the minimum debt repayments under term debt and financing obligations consisted of the following: (in thousands) 2024 $ 21,086 2025 21,401 2026 20,555 2027 18,018 2028 746,187 Thereafter 81,122 Total $ 908,369 |
Schedule of Amounts Outstanding Under Notes Payable | Amounts outstanding under notes payable consisted of the following: (in thousands) As of As of January 1, 2023 Note payable – IO notes $ 16,478 $ 21,098 Finance lease obligations (1) 10,145 10,995 Other 200 835 Total notes payable 26,823 32,928 Less: current portion (7,649) (12,589) Long term portion of notes payable $ 19,174 $ 20,339 (1) |
Schedule of Interest Expense | Interest expense consisted of the following: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Company’s ABL facility and other long-term debt $ 57,881 $ 41,231 $ 29,270 Amortization of deferred financing fees 1,556 1,933 3,847 IO loans 1,153 1,260 1,591 Total interest $ 60,590 $ 44,424 $ 34,708 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | A reconciliation of the changes in the warrant liability during the fiscal year ended December 31, 2023 is as follows: (in thousands) Fair value of warrant liabilities as of January 1, 2023 $ 45,504 Gain on remeasurement of warrant liability (2,232) Fair value of warrant liabilities as of December 31, 2023 $ 43,272 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
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 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 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 January 1, 2023: (in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 72,930 $ — $ — $ 72,930 Commodity contracts — 1,586 — 1,586 Interest rate swaps — 45,088 — 45,088 Total assets $ 72,930 $ 46,674 $ — $ 119,604 Liabilities: Private placement warrants — 45,504 — 45,504 Debt — 911,807 — 911,807 Total liabilities $ — $ 957,311 $ — $ 957,311 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount | For the periods presented, compensation expense included primarily in selling, distribution, and administrative expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows: (in thousands) Fiscal Year Ended December 31, 2023 Fiscal Year Ended January 1, 2023 Fiscal Year Ended January 2, 2022 RSUs $ 9,705 $ 5,136 $ 8,574 PSUs 4,279 2,253 1,228 Stock Options 1,281 1,056 493 Pre-tax compensation expense $ 15,265 8,445 $ 10,295 Related income tax benefit (3,452) Impact to net income $ 4,993 Unrecognized compensation expense related to nonvested share-based compensation grants was as follows: (in thousands) As of December 31, 2023 As of January 1, 2023 RSUs $ 7,372 $ 8,710 PSUs 6,800 7,791 Stock Options 819 1,945 Total $ 14,991 $ 18,446 |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | PSUs and RSUs Number of Units Weighted-average grant date fair value for equity awards (per unit) Weighted Average Remaining Contractual Term Outstanding at beginning of fiscal year 2023 1,288,342 $ 18.27 1.8 Years Granted 746,200 17.44 Vested (477,577) 17.66 Forfeited (95,199) 17.50 Outstanding at end of fiscal year 2023 1,461,766 $ 18.28 1.5 Years |
Schedule of Stock Option Activity | Stock Options Number of Units Weighted-Average Grant Date Fair Value for Equity Awards (per unit) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding at beginning of fiscal year 2023 522,203 $ 5.60 1.8 Years Granted — — Vested (127,730) — Forfeited — — Outstanding and exercisable at end of fiscal year 2023 394,473 $ 6.01 1.0 Year 0.00 (1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the option had been exercised on the last day of the respective fiscal period. Options with a market value less than its exercise value are not included in the intrinsic value amount. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Changes to the Balance in Accumulated Other Comprehensive Income | Changes to the balance in accumulated other comprehensive income were as follows: (in thousands) Gains (Losses) on Cash Flow Hedges Balance as of January 3, 2021 $ 924 Unrealized gain on cash flow hedges 2,791 Balance as of January 2, 2022 3,715 Unrealized gain on cash flow hedges 47,279 Balance as of January 1, 2023 50,994 Unrealized loss on cash flow hedges (13,543) Balance as of December 31, 2023 37,451 Less balance attributable to noncontrolling interest as of December 31, 2023 (14,493) Balance attributable to controlling interest as of December 31, 2023 $ 22,958 |
SUPPLEMENTARY CASH FLOW INFOR_2
SUPPLEMENTARY CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental | (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Cash paid for interest $ 46,905 $ 41,711 $ 31,638 Refunds related to income taxes $ 1,686 $ 4,663 $ 726 Payments for income taxes $ 8,820 $ 6,988 $ 3,653 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes was as follows: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Current: Federal $ 7,816 $ 4,038 $ 1,553 State 1,879 1,403 2,010 Total current 9,695 5,441 3,563 Deferred: Federal (7,591) (20,986) (1,949) State (1,347) (8,374) 6,472 Total deferred (8,938) (29,360) 4,523 Total $ 757 $ (23,919) $ 8,086 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the expected statutory federal tax and the total income tax (benefit) expense was as follows: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Federal statutory rate (21%) $ (8,248) $ (7,972) $ 3,378 State income taxes, net of federal benefit (528) (2,435) 6,440 Investment in UBH 177 31 (31) Noncontrolling interest in UBH 2,610 2,792 2,448 Valuation allowance 5,878 (17,177) 5,195 Remeasurement of warrant liability (469) (151) (7,702) Return to provision 2 (79) (771) Permanent book to tax differences — — (593) Credits (41) (201) (239) IRC §162(m) 1,401 875 191 Nondeductible expenses 88 12 12 Other (113) 386 (242) $ 757 $ (23,919) $ 8,086 |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 31, 2023 and January 1, 2023: (in thousands) As of December 31, 2023 As of January 1, 2023 Deferred Tax Assets: Accrued expenses $ 427 $ 390 Pension, retirement and other benefits 419 449 Inventories, including uniform capitalization 145 320 Investment in UBH, operations 20,943 25,237 Acquisition costs 592 708 Net operating losses 23,596 22,291 IRC §163(j) 12,753 7,480 Credits 713 422 Charitable contributions 149 98 Other deferred tax assets 172 215 Total gross deferred tax assets 59,909 57,610 Valuation allowance (36,947) (27,339) Net deferred tax assets 22,962 30,271 Deferred Tax Liabilities: Plant and equipment, accelerated depreciation (6,957) (13,984) Intangibles (66,556) (71,883) Investment in UBH, nonreversing (63,900) (68,957) Other deferred tax liabilities (239) (249) Total deferred tax liabilities (137,652) (155,073) Net deferred tax liabilities $ (114,690) $ (124,802) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Expenses | The following table presents lease expense we have recorded on our consolidated statements of operations for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Finance lease expense: Amortization of finance ROU asset $ 2,973 $ 2,585 $ 2,553 Interest of finance ROU asset 550 318 254 Total finance lease expense 3,523 2,903 2,807 Operating lease expense (1) 22,437 16,679 9,118 Total lease expense $ 25,960 $ 19,582 $ 11,925 (1) Included variable and short-term lease expense of $4.6 million and $5.3 million, respectively, for the fiscal year ended December 31, 2023, $3.2 million and $3.8 million, respectively, for the fiscal year ended January 1, 2023 and $2.1 million and $3.4 million, respectively, for the fiscal year ended January 2, 2022. The following table presents other information related to leases for the fiscal year ended December 31, 2023, January 1, 2023 and January 2, 2022 (in thousands): For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,717 $ 12,531 $ 8,755 Operating cash flows from finance leases $ 550 $ 318 $ 254 Financing cash flows from finance leases $ 2,973 $ 2,585 $ 2,741 Leased assets obtained in exchange for new lease liabilities: Operating leases $ 26,315 $ 24,958 $ 11,412 Finance leases $ 2,761 $ 6,379 $ 2,157 |
Schedule of Capital Leases, Net | Finance leases, net, are included in Property, Plant and Equipment, net as follows: (in thousands) As of As of Leases $ 17,956 $ 16,340 Less: accumulated depreciation 8,007 5,571 Leases, net $ 9,949 $ 10,769 The following table summarizes supplemental balance sheet information related to leases as of December 31, 2023 and January 1, 2023: As of December 31, 2023 As of January 1, 2023 (in thousands, except lease term and discount rate) Operating Leases Finance Leases Operating Leases Finance Leases ROU asset, non-current (1) $ 56,705 $ 9,949 $ 46,075 $ 10,769 Lease liability, current $ 14,992 $ 2,808 $ 12,389 $ 2,839 Lease liability, non-current 43,928 7,337 35,331 8,156 Total lease liabilities $ 58,920 $ 10,145 $ 47,720 $ 10,995 Weighted average remaining lease term (in years) 4.4 3.9 4.8 4.4 Weighted average discount rate 4.04 % 5.80 % 3.22 % 4.43 % (1) Finance ROU assets are reflected within property, plant, and equipment, net other assets |
Schedule of Operating Lease Maturity | Maturities of lease liabilities as of December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 17,630 $ 3,314 $ 20,944 2025 15,500 2,761 18,261 2026 12,940 2,465 15,405 2027 9,061 1,937 10,998 2028 5,008 752 5,760 2029 and thereafter 5,690 167 5,857 Total undiscounted obligations 65,829 11,396 77,225 Less imputed interest (6,909) (1,251) (8,160) Present value of lease obligations $ 58,920 $ 10,145 $ 69,065 |
Schedule of Finance Leases Maturity | Maturities of lease liabilities as of December 31, 2023: (in thousands) Operating Leases Finance Leases Total 2024 $ 17,630 $ 3,314 $ 20,944 2025 15,500 2,761 18,261 2026 12,940 2,465 15,405 2027 9,061 1,937 10,998 2028 5,008 752 5,760 2029 and thereafter 5,690 167 5,857 Total undiscounted obligations 65,829 11,396 77,225 Less imputed interest (6,909) (1,251) (8,160) Present value of lease obligations $ 58,920 $ 10,145 $ 69,065 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings per share: (in thousands, except share data) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Numerator: Net income (loss) attributable to controlling interest $ (24,937) $ (392) $ 20,555 Denominator: Weighted average Class A Common Stock shares, basic 81,081,458 80,093,094 76,677,981 Dilutive securities included in diluted earnings per share calculation Warrants — — 3,316,122 RSUs — — 1,055,003 PSUs — — 32,256 Stock options — — 8,867 Total dilutive weighted average shares 81,081,458 80,093,094 81,090,229 Basic earnings per share $ (0.31) $ — $ 0.26 Diluted earnings per share $ (0.31) $ — $ 0.25 Weighted average Class V Common Stock not subject to earnings per share calculation 59,349,000 59,349,000 60,063,286 Net loss attributable to noncontrolling interest $ 15,095 $ 13,649 12,557 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The diluted earnings per share computation excludes the effect of certain RSUs and Options granted to directors and management which convert into, or are exercisable for, shares of Class A Common Stock upon vesting as their inclusion would have been anti-dilutive. Anti-dilutive securities excluded from diluted earnings per share calculation: (in thousands) For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023 For the Fiscal Year Ended January 2, 2022 Warrants 1,882,627 1,888,256 — RSUs 271,330 83,261 — PSUs 125,958 62,408 — |
OPERATIONS AND SUMMARY OF SIG_3
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
OPERATIONS AND SUMMARY OF SIG_4
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivables (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Accounting Policies [Abstract] | ||
Bad debt expense | $ 1.2 | $ 0.9 |
OPERATIONS AND SUMMARY OF SIG_5
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Minimum | Transportation Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful life | 8 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Maximum | Transportation Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Maximum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
OPERATIONS AND SUMMARY OF SIG_6
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Maximum contractual life of stock options | 10 years |
OPERATIONS AND SUMMARY OF SIG_7
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Health Insurance Product Line | |||
Property, Plant and Equipment [Line Items] | |||
Insurance expense | $ 22.2 | $ 18.7 | $ 18 |
Self-insurance reserves | 2 | 1.6 | |
Automobile, General Liability And Workers' Compensation Insurance | |||
Property, Plant and Equipment [Line Items] | |||
Insurance expense | 11.1 | 8.5 | $ 8.7 |
Self-insurance reserves | $ 4.1 | $ 4.6 |
OPERATIONS AND SUMMARY OF SIG_8
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Accounting Policies [Abstract] | |||
Shipping and handling expenses | $ 45 | $ 59.5 | $ 57 |
OPERATIONS AND SUMMARY OF SIG_9
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Accounting Policies [Abstract] | |||
Advertising expenses | $ 12.3 | $ 9.9 | $ 11.8 |
Cooperative advertising expense | $ 29.8 | $ 21.6 | $ 17.7 |
OPERATIONS AND SUMMARY OF SI_10
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Employee Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Accounting Policies [Abstract] | |||
Expense related to profit sharing contributions | $ 5.5 | $ 6.3 | $ 3.9 |
Matching contribution percentage | 20% | ||
Expenses recognized related to profit sharing contributions | $ 1.7 | $ 1.4 | $ 1.9 |
OPERATIONS AND SUMMARY OF SI_11
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Accounting Policies [Abstract] | ||
Promotional program reserve | $ 17.4 | $ 46.3 |
Promotional program reserve, adjustment | $ 6.2 | $ 32.8 |
OPERATIONS AND SUMMARY OF SI_12
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Customer Concentrations (Details) - Customer Concentration Risk - Customer One | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Net sales | |||
Concentration Risk [Line Items] | |||
Concentration risk | 13% | 12% | 15% |
Accounts receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 11% | 10% |
OPERATIONS AND SUMMARY OF SI_13
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Distributor Buyouts (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Accounting Policies [Abstract] | ||
Distributors' assets accounted for as contract termination expense | $ 1.5 | $ 23 |
ACQUISITIONS - Vitner's (Detail
ACQUISITIONS - Vitner's (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 28, 2022 | Jan. 11, 2021 | Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Business Acquisition [Line Items] | |||||
Payments to acquire intangible assets | $ 38,400 | ||||
Payments to acquire intangible assets | $ 0 | $ 0 | $ 1,757 | ||
Snak-King Corp. | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire intangible assets | $ 25,200 | ||||
Snak-King Corp. | Goodwill | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire intangible assets | 17,900 | ||||
Snak-King Corp. | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire intangible assets | $ 800 | ||||
Acquired customer relationships and trademarks, amortization period | 15 years | ||||
Snak-King Corp. | DSD Routes | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire intangible assets | $ 1,700 | ||||
Snak-King Corp. | Other Net Assets | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire intangible assets | 1,900 | ||||
Snak-King Corp. | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire intangible assets | $ 2,900 | ||||
Acquired customer relationships and trademarks, amortization period | 15 years |
ACQUISITIONS - Festida Foods (D
ACQUISITIONS - Festida Foods (Details) - USD ($) $ in Thousands | Apr. 28, 2022 | May 11, 2021 | Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 |
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 38,400 | ||||
Goodwill | $ 915,295 | $ 915,295 | $ 915,438 | ||
Festida Foods | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 40,324 | ||||
Festida Foods | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Acquired customer relationships and trademarks, amortization period | 10 years | ||||
Festida Foods | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 2,776 | ||||
Inventory | 2,704 | ||||
Prepaid expenses and other assets | 182 | ||||
Property, plant and equipment | 24,650 | ||||
Total assets acquired: | 31,582 | ||||
Accounts payable | 2,017 | ||||
Accrued expenses | 844 | ||||
Total liabilities assumed: | 2,861 | ||||
Net identifiable assets acquired | 28,721 | ||||
Goodwill | $ 11,603 | ||||
Festida Foods | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Acquired customer relationships and trademarks, amortization period | 10 years | ||||
Festida Foods | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Indefinite-lived intangible assets | $ 1,270 |
ACQUISITIONS - RW Garcia (Detai
ACQUISITIONS - RW Garcia (Details) - USD ($) $ in Thousands | Apr. 28, 2022 | Dec. 06, 2021 | Nov. 02, 2021 | Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 |
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 38,400 | |||||
Goodwill | $ 915,295 | $ 915,295 | $ 915,438 | |||
R.W. Garcia Holdings, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 6,000 | $ 56,430 | ||||
R.W. Garcia Holdings, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Tax consideration | 1,458 | |||||
Total consideration | 57,888 | |||||
Cash | 5,401 | |||||
Accounts receivable | 4,660 | |||||
Inventory | 5,674 | |||||
Prepaid expenses and other assets | 2,102 | |||||
Property, plant and equipment | 20,210 | |||||
Total assets acquired: | 45,867 | |||||
Accounts payable | 6,017 | |||||
Accrued expenses | 1,838 | |||||
Deferred tax liability | 5,898 | |||||
Total liabilities assumed: | 13,753 | |||||
Net identifiable assets acquired | 32,114 | |||||
Goodwill | $ 25,774 | |||||
R.W. Garcia Holdings, LLC | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Acquired customer relationships and trademarks, amortization period | 15 years | |||||
R.W. Garcia Holdings, LLC | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Indefinite-lived intangible assets | $ 4,720 | |||||
R.W. Garcia Holdings, LLC | Trade names | ||||||
Business Acquisition [Line Items] | ||||||
Indefinite-lived intangible assets | $ 3,100 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 65,673 | $ 67,386 |
Raw materials | 29,757 | 42,204 |
Maintenance parts | 9,236 | 8,416 |
Total inventories | $ 104,666 | $ 118,006 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 445,633 | $ 445,310 |
Less: accumulated depreciation | (126,752) | (100,112) |
Property, plant and equipment, net | 318,881 | 345,198 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 28,561 | 30,582 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 123,603 | 129,824 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 248,886 | 255,505 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 3,887 | 3,756 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 5,163 | 3,709 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 35,533 | $ 21,934 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||
Apr. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Manufacturing facility purchase price | $ 38,400 | ||||
Liabilities assumed | 1,300 | ||||
Purchase consideration | $ 38,400 | ||||
Issuance of common stock in connection with private placement sale | $ 28,000 | ||||
Impairment and other charges | $ 12,575 | 4,678 | $ 0 | ||
Insurance proceeds related to partial settlement of damaged property and equipment | 1,700 | 3,900 | |||
Gain on settlement of damaged property and equipment | 1,200 | ||||
Proceeds related to a partial settlement of business interruption insurance | 1,300 | 6,000 | |||
(Loss) gain on sale of assets, net | (7,350) | 691 | 1,864 | ||
Contract termination expense | $ 1,500 | 23,000 | |||
Supply agreement term | 1 year | ||||
Tolling assets | $ 600 | ||||
Depreciation expense | $ 40,500 | 47,800 | $ 43,100 | ||
Natural Disaster | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment and other charges | 1,900 | $ 2,700 | |||
Bluffington, Indiana Manufacturing Facility | |||||
Property, Plant and Equipment [Line Items] | |||||
(Loss) gain on sale of assets, net | (13,400) | ||||
Contract termination expense | 4,700 | ||||
Hanover, PA Land | |||||
Property, Plant and Equipment [Line Items] | |||||
(Loss) gain on sale of assets, net | 4,000 | ||||
Birmingham Facility | |||||
Property, Plant and Equipment [Line Items] | |||||
Asset held for sale | 6,000 | 6,000 | |||
Birmingham Facility | Non Cash Expenses | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment and other charges | 10,600 | ||||
Birmingham Facility | Employee Severance | |||||
Property, Plant and Equipment [Line Items] | |||||
Restructuring charges | 1,300 | ||||
Birmingham Facility | Facility Closing | |||||
Property, Plant and Equipment [Line Items] | |||||
Asset held for sale | 1,600 | $ 1,600 | |||
Birmingham Facility | Manufacturing Closure | |||||
Property, Plant and Equipment [Line Items] | |||||
Restructuring charges | $ 8,900 | ||||
Class A Common Stock | |||||
Property, Plant and Equipment [Line Items] | |||||
Issuance of common stock in connection with private placement sale (in shares) | 2.1 | ||||
Issuance of common stock in connection with private placement sale | $ 28,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) $ in Thousands | 12 Months Ended |
Jan. 01, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 915,438 |
Ending balance | 915,295 |
RW Garcia | |
Goodwill [Roll Forward] | |
Acquisition adjustments | $ (143) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable assets, gross | $ 741,780 | $ 741,780 |
Accumulated amortization | (120,405) | (82,738) |
Amortizable assets, net | 621,375 | 659,042 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | 1,063,413 | 1,099,565 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 434,513 | 434,513 |
IO routes | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 7,525 | 6,010 |
Distributor/customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable assets, gross | 677,930 | 677,930 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable assets, gross | $ 63,850 | $ 63,850 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment and other charges | $ 12,575 | $ 4,678 | $ 0 |
Amortization of intangible assets | $ 37,700 | 37,700 | $ 37,000 |
Distribution Rights | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment and other charges | 2,000 | ||
Distributor/customer relationships decrease amount | $ 2,200 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 37,668 | |
2025 | 37,668 | |
2026 | 37,668 | |
2027 | 37,668 | |
2028 | 37,668 | |
Thereafter | 433,035 | |
Amortizable assets, net | $ 621,375 | $ 659,042 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | $ 5,237 | $ 9,274 |
Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | 16,500 | 21,100 |
Other Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | 100 | 100 |
IO Notes Receivable | Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | $ 17,600 | $ 22,000 |
IO Notes Receivable | Minimum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 0% | |
Term of agreement | 1 year | |
IO Notes Receivable | Maximum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 10.40% | |
Term of agreement | 10 years |
ACCRUED EXPENSES AND OTHER - Cu
ACCRUED EXPENSES AND OTHER - Current Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 21,466 | $ 38,974 |
Operating right of use liability | 14,992 | 12,389 |
Insurance liabilities | 6,811 | 6,701 |
Accrued freight and manufacturing related costs | 4,424 | 10,817 |
Accrued dividends and distributions | 7,972 | 7,989 |
Accrued interest | 13,280 | 1,151 |
Other accrued expenses | 8,645 | 13,991 |
Total accrued expenses and other | $ 77,590 | $ 92,012 |
ACCRUED EXPENSES AND OTHER - No
ACCRUED EXPENSES AND OTHER - Noncurrent Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Payables and Accruals [Abstract] | ||
Operating right of use liability | $ 43,928 | $ 35,331 |
Tax Receivable Agreement liability | 24,297 | 25,426 |
Supplemental retirement and salary continuation plans | 6,559 | 6,512 |
Long-term portion of an interest rate hedge liability | 1,936 | 0 |
Total accrued expenses and other | $ 76,720 | $ 67,269 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Jul. 20, 2023 | Oct. 12, 2022 | Jun. 22, 2021 | Jan. 20, 2021 | Dec. 14, 2020 | Sep. 30, 2023 | Apr. 04, 2021 | Oct. 03, 2021 | Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | Sep. 22, 2022 | Jan. 03, 2021 | Dec. 18, 2020 | Apr. 01, 2020 | Mar. 29, 2020 | Nov. 21, 2017 | |
Debt Instrument [Line Items] | |||||||||||||||||
Borrowings on line of credit | $ 70,632,000 | $ 115,000,000 | $ 85,135,000 | ||||||||||||||
Borrowings on term debt and notes payable | 13,113,000 | 124,592,000 | 825,139,000 | ||||||||||||||
Payment of debt issuance cost | 656,000 | 3,660,000 | 9,210,000 | ||||||||||||||
Distributors' assets accounted for as contract termination expense | 1,500,000 | 23,000,000 | |||||||||||||||
Long-term debt related to buyback of distributors | 899,597,000 | 911,807,000 | |||||||||||||||
Proceeds from the sale of IO notes | 5,405,000 | 5,017,000 | 11,762,000 | ||||||||||||||
Kitchen Cooked | Intellectual Property | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Deferred obligations outstanding | 200,000 | 300,000 | |||||||||||||||
Deferred payment obligations | $ 500,000 | ||||||||||||||||
Other | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term debt related to buyback of distributors | $ 200,000 | 835,000 | |||||||||||||||
Other | Buyback of Distributors | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term debt related to buyback of distributors | $ 500,000 | ||||||||||||||||
Bridge credit agreement | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term line of credit | $ 370,000,000 | ||||||||||||||||
Debt instrument, payment terms | 365 days | ||||||||||||||||
Amount withdrawn from line of credit | $ 490,000,000 | ||||||||||||||||
Borrowings on line of credit | $ 120,000,000 | ||||||||||||||||
Finance fees | $ 7,200,000 | $ 2,600,000 | |||||||||||||||
Bridge credit agreement | LIBOR | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 4.25% | ||||||||||||||||
Bridge credit agreement | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term line of credit | $ 370,000,000 | ||||||||||||||||
Borrowings on line of credit | $ 12,000,000 | ||||||||||||||||
Bridge credit agreement | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, repurchased face amount | $ 358,000,000 | ||||||||||||||||
Term loan B | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Weighted average interest rate | 5.74% | 4.93% | |||||||||||||||
Term loan B | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal Balance | $ 795,000,000 | 720,000,000 | $ 795,000,000 | ||||||||||||||
Finance fees | 8,400,000 | ||||||||||||||||
Debt instrument, repurchased face amount | $ 410,000,000 | ||||||||||||||||
Borrowings on term debt and notes payable | 75,000,000 | ||||||||||||||||
Payment of debt issuance cost | $ 700,000 | ||||||||||||||||
Long-term debt related to buyback of distributors | 771,335,000 | $ 779,286,000 | |||||||||||||||
Term loan B | Secured Debt | LIBOR | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 3% | ||||||||||||||||
Real Estate Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, payment terms | 10 years | ||||||||||||||||
Principal Balance | $ 88,100,000 | ||||||||||||||||
Draws on long-term debt obligation | 85,000,000 | ||||||||||||||||
Quarterly principal payments | $ 3,500,000 | ||||||||||||||||
Interest Rate | 5.93% | ||||||||||||||||
Additional paydown | $ 4,400,000 | ||||||||||||||||
Principal annual maturity | $ 3,300,000 | ||||||||||||||||
IO Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes receivable sold | 5,200,000 | 5,000,000 | 12,500,000 | ||||||||||||||
Proceeds from the sale of IO notes | 5,400,000 | 5,000,000 | $ 11,800,000 | ||||||||||||||
Revolving Credit Facility | ABL Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amendment fee | $ 700,000 | ||||||||||||||||
Revolving Credit Facility | ABL Facility | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term debt related to buyback of distributors | 368,000 | 0 | |||||||||||||||
Revolving Credit Facility | ABL Facility | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 225,000,000 | $ 175,000,000 | $ 161,000,000 | $ 116,000,000 | $ 100,000,000 | ||||||||||||
Long-term line of credit | 400,000 | 0 | |||||||||||||||
Available for borrowing, net of letters of credit | $ 158,400,000 | $ 163,000,000 | |||||||||||||||
Unused line fees | 0.50% | 0.50% | |||||||||||||||
Debt instrument, payment terms | 91 days | ||||||||||||||||
Standby Letters of Credit | ABL Facility | Line of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal Balance | $ 12,200,000 | $ 12,000,000 |
LONG-TERM DEBT - Long-Term Debt
LONG-TERM DEBT - Long-Term Debt (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 20, 2021 USD ($) | Jul. 31, 2021 finance_lease_obligation | Dec. 31, 2023 USD ($) | Jan. 01, 2023 USD ($) | Jan. 02, 2022 USD ($) | Jun. 22, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Total long-term debt | $ 899,597 | $ 911,807 | ||||
Net impact of debt issuance costs and original issue discounts | (8,772) | (9,672) | ||||
Less: current portion | (21,086) | (18,472) | ||||
Long term portion of term debt and financing obligations | 878,511 | 893,335 | ||||
Real Estate Loan | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Principal Balance | 88,140 | |||||
Total long-term debt | 80,184 | 88,140 | ||||
ABL Facility | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt | 368 | 0 | ||||
Secured Debt | Term loan B | ||||||
Debt Instrument [Line Items] | ||||||
Principal Balance | $ 720,000 | 795,000 | $ 795,000 | |||
Total long-term debt | 771,335 | 779,286 | ||||
Secured Debt | Term loan B | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3% | |||||
Equipment loans | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt | 56,482 | 54,053 | ||||
Number of finance lease obligations | finance_lease_obligation | 2 | |||||
Draws on long-term debt obligation | $ 13,100 | $ 32,400 | $ 26,500 | |||
Equipment loans | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | 3.26% | |||||
Equipment loans | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | 7.25% | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.10% | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | LIBOR, or SOFR plus 0.10% | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | 9.25% | 8.25% | ||||
Maturity of variable rate basis | 30 days | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | Minimum | LIBOR, or SOFR plus 0.10% | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | Minimum | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | Minimum | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | 7.19% | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | Maximum | LIBOR, or SOFR plus 0.10% | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2% | |||||
Line of Credit | ABL Facility | Revolving Credit Facility | Maximum | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1% |
LONG-TERM DEBT - Aggregate Prin
LONG-TERM DEBT - Aggregate Principal Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 21,086 |
2025 | 21,401 |
2026 | 20,555 |
2027 | 18,018 |
2028 | 746,187 |
Thereafter | 81,122 |
Total | $ 908,369 |
LONG-TERM DEBT - Aggregate (Det
LONG-TERM DEBT - Aggregate (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 899,597 | $ 911,807 |
Finance lease obligations | 10,145 | 10,995 |
Note payable – IO notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 16,478 | 21,098 |
Other | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 200 | 835 |
Total notes payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 26,823 | 32,928 |
Less: current portion | (7,649) | (12,589) |
Long term portion of notes payable | $ 19,174 | $ 20,339 |
LONG-TERM DEBT - Interest Expen
LONG-TERM DEBT - Interest Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Debt Disclosure [Abstract] | |||
Company’s ABL facility and other long-term debt | $ 57,881 | $ 41,231 | $ 29,270 |
Amortization of deferred financing fees | 1,556 | 1,933 | 3,847 |
IO loans | 1,153 | 1,260 | 1,591 |
Total interest | $ 60,590 | $ 44,424 | $ 34,708 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Oct. 12, 2022 | Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | Sep. 30, 2022 | Dec. 21, 2021 | |
Derivative [Line Items] | ||||||
Purchase commitments | $ 66.7 | $ 54 | ||||
Purchase commitment gains ( losses) | $ (3.3) | $ 0 | $ 1 | |||
Real Estate Term Loan | ||||||
Derivative [Line Items] | ||||||
Interest rate | 5.93% | |||||
Interest rate swaps | Cash Flow Hedging | Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Fixed interest rate | 3.83% | 5.88% | 1.41% | 1.39% | ||
Variable interest rate | 0% | 0% | 0% | |||
Notional amount | $ 84.6 | $ 250 | ||||
Derivative, basis spread | 0.11448% | |||||
Notional amount, accreted | $ 500 | |||||
Derivative, term of contract | 10 years |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS - Reconciliation of the Changes in the Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Reconciliation Of Changes In Warrant Liability [Roll Forward] | |||
Fair value of warrant liabilities, beginning balance | $ 45,504 | ||
Gain on remeasurement of warrant liability | (2,232) | $ (720) | $ (36,675) |
Fair value of warrant liabilities, ending balance | $ 43,272 | $ 45,504 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Assets: | ||
Cash and cash equivalents | $ 52,023 | $ 72,930 |
Total assets | 85,566 | 119,604 |
Liabilities: | ||
Debt | 899,597 | 911,807 |
Total liabilities | 946,899 | 957,311 |
Commodity contracts | ||
Assets: | ||
Commodity contracts | 211 | 1,586 |
Liabilities: | ||
Derivative liabilities | 2,094 | |
Interest rate swaps | ||
Assets: | ||
Interest rate swaps | 33,332 | 45,088 |
Liabilities: | ||
Derivative liabilities | 1,936 | |
Private placement warrants | ||
Liabilities: | ||
Derivative liabilities | 43,272 | 45,504 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 52,023 | 72,930 |
Total assets | 52,023 | 72,930 |
Liabilities: | ||
Debt | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Commodity contracts | ||
Assets: | ||
Commodity contracts | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Level 1 | Interest rate swaps | ||
Assets: | ||
Interest rate swaps | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Level 1 | Private placement warrants | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 33,543 | 46,674 |
Liabilities: | ||
Debt | 899,597 | 911,807 |
Total liabilities | 946,899 | 957,311 |
Level 2 | Commodity contracts | ||
Assets: | ||
Commodity contracts | 211 | 1,586 |
Liabilities: | ||
Derivative liabilities | 2,094 | |
Level 2 | Interest rate swaps | ||
Assets: | ||
Interest rate swaps | 33,332 | 45,088 |
Liabilities: | ||
Derivative liabilities | 1,936 | |
Level 2 | Private placement warrants | ||
Liabilities: | ||
Derivative liabilities | 43,272 | 45,504 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Debt | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | Commodity contracts | ||
Assets: | ||
Commodity contracts | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Level 3 | Interest rate swaps | ||
Assets: | ||
Interest rate swaps | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Level 3 | Private placement warrants | ||
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock-Based Compensation Programs Related Income Tax Benefit Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-tax compensation expense | $ 15,265 | $ 8,445 | $ 10,295 |
Related income tax benefit | (3,452) | ||
Impact to net income | 4,993 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-tax compensation expense | 9,705 | 5,136 | 8,574 |
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-tax compensation expense | 4,279 | 2,253 | 1,228 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pre-tax compensation expense | $ 1,281 | $ 1,056 | $ 493 |
SHARE-BASED COMPENSATION - Unre
SHARE-BASED COMPENSATION - Unrecognized Compensation Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized compensation expense | $ 14,991 | $ 18,446 |
RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized compensation expense | 7,372 | 8,710 |
PSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized compensation expense | 6,800 | 7,791 |
Stock Options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized compensation expense | $ 819 | $ 1,945 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narratives (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2022 $ / shares shares | Aug. 28, 2020 | May 31, 2022 shares | Sep. 27, 2020 USD ($) | Dec. 31, 2023 USD ($) purchase_period $ / shares shares | Jan. 01, 2023 USD ($) shares | Jan. 02, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum contractual life | 10 years | ||||||
Stock options granted (in shares) | 0 | ||||||
Closing share price (in dollars per share) | $ / shares | $ 0 | ||||||
Purchase price for shares | 95% | 92.50% | 90% | ||||
Pre-tax compensation expense | $ | $ 15,265 | $ 8,445 | $ 10,295 | ||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares that will be vested as a percentage of the initial grant | 0% | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares that will be vested as a percentage of the initial grant | 200% | ||||||
2020 Plan | Executive Leadership Team | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted (in shares) | 377,550 | ||||||
Closing share price (in dollars per share) | $ / shares | $ 15.51 | ||||||
2020 Plan | PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected volatility, minimum | 40% | ||||||
Expected volatility, maximum | 53.60% | ||||||
Risk-free interest rate, minimum | 0.20% | ||||||
Risk-free interest rate, maximum | 3.90% | ||||||
2020 Plan | PSUs | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected option term | 2 years 9 months 18 days | ||||||
2020 Plan | PSUs | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected option term | 3 years | ||||||
2020 Plan | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected option term | 6 years 4 months 24 days | ||||||
Stock options granted (in shares) | 16,923 | ||||||
Granted (in dollars per share) | $ / shares | $ 6.06 | ||||||
Expected volatility | 40% | ||||||
Risk-free interest rate | 1.40% | ||||||
2020 Plan | Stock Options | Executive Leadership Team | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum contractual life | 10 years | ||||||
2020 Plan | Stock Options | Award On December 31 2022 | Share-based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share vesting percentage | 100% | ||||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Offering period | 1 year | ||||||
Number of purchase periods | purchase_period | 2 | ||||||
Length of offering period | 6 months | ||||||
Purchase price for shares | 85% | ||||||
Granted fair value | $ | $ 1,500 | $ 2,000 | $ 2,700 | ||||
Granted (in shares) | 99,788 | 138,096 | 128,642 | ||||
Pre-tax compensation expense | $ | $ 300 | $ 400 | $ 500 | ||||
2020 LTIP Restricted Stock Units | 2020 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Conversion of Continuing Members' Retained Restricted Units (in shares) | 1,479,445 | ||||||
Fair value of replaced Phantom Units | $ | $ 13,900 | $ 11,200 | |||||
Class A Common Stock | 2020 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Conversion of Continuing Members' Retained Restricted Units (in shares) | 1 | ||||||
Class A Common Stock | Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized (in shares) | 1,500,000 | ||||||
Shares authorized | 1,133,522 |
SHARE-BASED COMPENSATION - Perf
SHARE-BASED COMPENSATION - Performance Stock Units and Restricted Stock Units (Details) - PSUs and RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Number of Units | ||
Outstanding at beginning of year (in shares) | 1,288,342 | |
Granted (in shares) | 746,200 | |
Vested (in shares) | (477,577) | |
Forfeited (in shares) | (95,199) | |
Outstanding at end of year (in shares) | 1,461,766 | 1,288,342 |
Weighted-average grant date fair value for equity awards (per unit) | ||
Outstanding at beginning of year (in dollars per share) | $ 18.27 | |
Granted (in dollars per share) | 17.44 | |
Vested (in dollars per share) | 17.66 | |
Forfeited (in dollars per shares) | 17.50 | |
Outstanding at end of year (in dollars per share) | $ 18.28 | $ 18.27 |
Weighted Average Remaining Contractual Term | 1 year 6 months | 1 year 9 months 18 days |
SHARE-BASED COMPENSATION - St_2
SHARE-BASED COMPENSATION - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Number of Units | ||
Outstanding at beginning of year (in shares) | 394,473 | 522,203 |
Granted (in shares) | 0 | |
Vested (in shares) | (127,730) | |
Forfeited (in shares) | 0 | |
Outstanding at end of year (in shares) | 394,473 | 522,203 |
Weighted-Average Grant Date Fair Value for Equity Awards (per unit) | ||
Outstanding at beginning of year (in dollars per share) | $ 6.01 | $ 5.60 |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per shares) | 0 | |
Outstanding at end of year (in dollars per share) | $ 6.01 | $ 5.60 |
Weighted Average Remaining Contractual Term | 1 year | 1 year 9 months 18 days |
Aggregate Intrinsic Value | $ 0 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Millions | 12 Months Ended | ||
Jan. 07, 2022 USD ($) | Jan. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) state | |
Other Commitments [Line Items] | |||
Loss contingency accrual, payments | $ 0.9 | ||
Number of states | state | 22 | ||
Accounts payable and payroll components | $ 0.1 | ||
Cadence Bank | |||
Other Commitments [Line Items] | |||
Maximum future payment of guaranteed loans | 25% | ||
Maximum future payment amount | $ 2 | ||
Bank Of America | |||
Other Commitments [Line Items] | |||
Maximum future payment of guaranteed loans | 25% | ||
M&T Bank | |||
Other Commitments [Line Items] | |||
Maximum future payment of guaranteed loans | 25% | ||
Payment Guarantee | Cadence Bank | |||
Other Commitments [Line Items] | |||
Outstanding balance of guaranteed loans | 1.5 | $ 0.7 | |
Payment Guarantee | Bank Of America | |||
Other Commitments [Line Items] | |||
Outstanding balance of guaranteed loans | 36 | 52.8 | |
Notes purchased | 17.9 | 14.8 | |
Payment Guarantee | M&T Bank | |||
Other Commitments [Line Items] | |||
Outstanding balance of guaranteed loans | 3.4 | $ 2.2 | |
Commonwealth Of Pennsylvania Tax Assessment | |||
Other Commitments [Line Items] | |||
Reserve for tax assessment | $ 1.3 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME - NARRATIVE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | $ 1,383,683 | $ 1,451,684 | $ 1,434,673 | $ 1,384,902 |
Unrealized gain on cash flow hedges | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | $ 37,451 | $ 50,994 | $ 3,715 | $ 924 |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,451,684 | $ 1,434,673 | $ 1,384,902 |
Unrealized gain on cash flow hedges | (13,543) | 47,279 | 2,791 |
Ending balance | 1,383,683 | 1,451,684 | 1,434,673 |
Unrealized gain on cash flow hedges | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 50,994 | 3,715 | 924 |
Unrealized gain on cash flow hedges | (13,543) | 47,279 | 2,791 |
Ending balance | 37,451 | $ 50,994 | $ 3,715 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Noncontrolling Interest | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Ending balance | (14,493) | ||
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Ending balance | $ 22,958 |
SUPPLEMENTARY CASH FLOW INFOR_3
SUPPLEMENTARY CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for interest | $ 46,905 | $ 41,711 | $ 31,638 |
Refunds related to income taxes | 1,686 | 4,663 | 726 |
Payments for income taxes | $ 8,820 | $ 6,988 | $ 3,653 |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Current: | |||
Federal | $ 7,816 | $ 4,038 | $ 1,553 |
State | 1,879 | 1,403 | 2,010 |
Total current | 9,695 | 5,441 | 3,563 |
Deferred: | |||
Federal | (7,591) | (20,986) | (1,949) |
State | (1,347) | (8,374) | 6,472 |
Total deferred | (8,938) | (29,360) | 4,523 |
Total | $ 757 | $ (23,919) | $ 8,086 |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate (21%) | $ (8,248) | $ (7,972) | $ 3,378 |
State income taxes, net of federal benefit | (528) | (2,435) | 6,440 |
Investment in UBH | 177 | 31 | (31) |
Noncontrolling interest in UBH | 2,610 | 2,792 | 2,448 |
Valuation allowance | 5,878 | (17,177) | 5,195 |
Remeasurement of warrant liability | (469) | (151) | (7,702) |
Return to provision | 2 | (79) | (771) |
Permanent book to tax differences | 0 | 0 | (593) |
Credits | (41) | (201) | (239) |
IRC §162(m) | 1,401 | 875 | 191 |
Nondeductible expenses | 88 | 12 | 12 |
Other | (113) | 386 | (242) |
Total | $ 757 | $ (23,919) | $ 8,086 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Asses and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Deferred Tax Assets: | ||
Accrued expenses | $ 427 | $ 390 |
Pension, retirement and other benefits | 419 | 449 |
Inventories, including uniform capitalization | 145 | 320 |
Investment in UBH, operations | 20,943 | 25,237 |
Acquisition costs | 592 | 708 |
Net operating losses | 23,596 | 22,291 |
IRC §163(j) | 12,753 | 7,480 |
Credits | 713 | 422 |
Charitable contributions | 149 | 98 |
Other deferred tax assets | 172 | 215 |
Total gross deferred tax assets | 59,909 | 57,610 |
Valuation allowance | (36,947) | (27,339) |
Net deferred tax assets | 22,962 | 30,271 |
Deferred Tax Liabilities: | ||
Plant and equipment, accelerated depreciation | (6,957) | (13,984) |
Intangibles | (66,556) | (71,883) |
Investment in UBH, nonreversing | (63,900) | (68,957) |
Other deferred tax liabilities | (239) | (249) |
Total deferred tax liabilities | (137,652) | (155,073) |
Net deferred tax liabilities | $ (114,690) | $ (124,802) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Oct. 03, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 36,947 | $ 27,339 | |
Change in valuation allowance | 9,600 | ||
Deferred tax expense | 6,400 | ||
Charge to additional paid in capital related to warrant transactions | 3,200 | ||
Long-term accrued expenses and other | 38,500 | $ 14,200 | |
Kennedy | |||
Operating Loss Carryforwards [Line Items] | |||
Long-term accrued expenses and other | 24,300 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 102,200 | 93,600 | |
Net operating loss carryforwards set to expire | 30,700 | ||
Tax credit carryforwards | 700 | 400 | |
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 48,100 | $ 45,900 |
LEASES - Additional Information
LEASES - Additional Information (Details) | Dec. 31, 2023 | Jan. 01, 2023 |
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other | Accrued expenses and other |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current accrued expenses and other | Non-current accrued expenses and other |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of other notes payable | Current portion of other notes payable |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current portion of other notes payable | Non-current portion of other notes payable |
Vehicles, Equipment And Distribution Centers | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 1 month | |
Vehicles, Equipment And Distribution Centers | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 12 years |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Finance lease expense: | |||
Amortization of finance ROU asset | $ 2,973 | $ 2,585 | $ 2,553 |
Interest of finance ROU asset | 550 | 318 | 254 |
Total finance lease expense | 3,523 | 2,903 | 2,807 |
Operating lease expense | 22,437 | 16,679 | 9,118 |
Total lease expense | 25,960 | 19,582 | 11,925 |
Variable lease | 4,600 | 3,200 | 2,100 |
Short-term lease expense | $ 5,300 | $ 3,800 | $ 3,400 |
LEASES - Capital Leases, Net (D
LEASES - Capital Leases, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Leases [Abstract] | ||
Leases | $ 17,956 | $ 16,340 |
Less: accumulated depreciation | 8,007 | 5,571 |
Leases, net | $ 9,949 | $ 10,769 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Operating Leases | ||
2024 | $ 17,630 | |
2025 | 15,500 | |
2026 | 12,940 | |
2027 | 9,061 | |
2028 | 5,008 | |
2029 and thereafter | 5,690 | |
Total undiscounted obligations | 65,829 | |
Less imputed interest | (6,909) | |
Present value of lease obligations | 58,920 | $ 47,720 |
Finance Leases | ||
2024 | 3,314 | |
2025 | 2,761 | |
2026 | 2,465 | |
2027 | 1,937 | |
2028 | 752 | |
2029 and thereafter | 167 | |
Total undiscounted obligations | 11,396 | |
Less imputed interest | (1,251) | |
Present value of lease obligations | 10,145 | $ 10,995 |
Total | ||
2024 | 20,944 | |
2025 | 18,261 | |
2026 | 15,405 | |
2027 | 10,998 | |
2028 | 5,760 | |
2029 and thereafter | 5,857 | |
Total undiscounted obligations | 77,225 | |
Less imputed interest | (8,160) | |
Present value of lease obligations | $ 69,065 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 01, 2023 |
Operating Leases | ||
ROU asset, non-current | $ 56,705 | $ 46,075 |
Lease liability, current | 14,992 | 12,389 |
Operating right of use liability | 43,928 | 35,331 |
Total lease liabilities | $ 58,920 | $ 47,720 |
Weighted average remaining lease term (in years) | 4 years 4 months 24 days | 4 years 9 months 18 days |
Weighted average discount rate | 4.04% | 3.22% |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Finance Leases | ||
Lease asset, non-current | $ 9,949 | $ 10,769 |
Lease liability, current | 2,808 | 2,839 |
Lease liability, non-current | 7,337 | 8,156 |
Total finance lease expense | $ 10,145 | $ 10,995 |
Weighted average remaining lease term (in years) | 3 years 10 months 24 days | 4 years 4 months 24 days |
Weighted average discount rate | 5.80% | 4.43% |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 16,717 | $ 12,531 | $ 8,755 |
Operating cash flows from finance leases | 550 | 318 | 254 |
Financing cash flows from finance leases | 2,973 | 2,585 | 2,741 |
Leased assets obtained in exchange for new lease liabilities: | |||
Operating leases | 26,315 | 24,958 | 11,412 |
Finance leases | $ 2,761 | $ 6,379 | $ 2,157 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | Aug. 28, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Gain on remeasurement of warrant liability | $ (2,232) | $ (720) | $ (36,675) | |
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants assumed in the Business Combination (in shares) | 7,200,000 | |||
Warrants outstanding, term | 5 years | |||
Warrants outstanding (in shares) | 7,200,000 | 7,200,000 |
EQUITY (Details)
EQUITY (Details) | 12 Months Ended | ||
Sep. 21, 2021 shares | Dec. 31, 2023 $ / shares shares | Jan. 01, 2023 $ / shares shares | |
Class of Stock [Line Items] | |||
Common stock, conversion Ratio | 1 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock issued (in shares) | 81,187,977 | 80,882,334 | |
Common stock outstanding (in shares) | 81,187,977 | 80,882,334 | |
Class V Common Stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 61,249,000 | 61,249,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock issued (in shares) | 59,349,000 | 59,349,000 | |
Common stock outstanding (in shares) | 59,349,000 | 59,349,000 | |
Common stock, conversion Ratio | 1 | ||
Shares converted (in shares) | 1,000,000 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jan. 02, 2022 | |
Numerator | |||
Net (loss) income attributable to controlling interest | $ (24,937) | $ (392) | $ 20,555 |
Denominator | |||
Weighted average common shares, basic (in shares) | 81,081,458 | 80,093,094 | 76,677,981 |
Weighted average common shares, diluted (in shares) | 81,081,458 | 80,093,094 | 81,090,229 |
Basic earnings per share (in dollars per share) | $ (0.31) | $ 0 | $ 0.26 |
Diluted earnings per share (in dollars per share) | $ (0.31) | $ 0 | $ 0.25 |
Net loss attributable to noncontrolling interest | $ 15,095 | $ 13,649 | $ 12,557 |
Class V Common Stock | |||
Denominator | |||
Weighted average number of shares issued, basic (in shares) | 59,349,000 | 59,349,000 | 60,063,286 |
Warrants | |||
Denominator | |||
Dilutive securities (in shares) | 0 | 0 | 3,316,122 |
RSUs | |||
Denominator | |||
Dilutive securities (in shares) | 0 | 0 | 1,055,003 |
PSUs | |||
Denominator | |||
Dilutive securities (in shares) | 0 | 0 | 32,256 |
Stock Options | |||
Denominator | |||
Dilutive securities (in shares) | 0 | 0 | 8,867 |
EARNINGS PER SHARE - Schedule_2
EARNINGS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | |
Jan. 01, 2023 | Dec. 31, 2023 | Jan. 02, 2022 | |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 1,888,256 | 1,882,627 | 0 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 83,261 | 271,330 | 0 |
PSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 62,408 | 125,958 | 0 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) shares | Jan. 01, 2023 USD ($) shares | Jan. 02, 2022 USD ($) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock, conversion Ratio | 1 | ||
Net loss attributable to noncontrolling interest | $ | $ 15,095 | $ 13,649 | $ 12,557 |
Class V Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock, conversion Ratio | 1 | ||
Common stock outstanding (in shares) | 59,349,000 | 59,349,000 | |
Common stock issued (in shares) | 59,349,000 | 59,349,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Feb. 05, 2024 USD ($) |
Subsequent Event | Certain Manufacturing Facilities and Related Assets | |
Subsequent Event [Line Items] | |
Sale consideration | $ 182.5 |