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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 29, 2023

Utz Brands, Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-38686 85-2751850
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

900 High Street
Hanover, PA 17331
(Address of principal executive offices, including zip code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareUTZNew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.05 Costs Associated with Exit or Disposal Activities.
On September 29, 2023, Utz Brands, Inc., a Delaware corporation (the “Company” or “Utz”) caused its subsidiary La Cometa Properties, Inc. (“Seller”) to enter into agreements of sale and purchase (the “Purchase Agreements”) with affiliates of Super-Pufft Snacks USA Inc. (“Super-Pufft” and together with its affiliates, “Buyers”), to sell the Seller’s manufacturing facility in Bluffton, Indiana (the “Facility”) and plant equipment and assets located in the Facility (the “Personal Property”). In connection with the transfer of the Facility and the Personal Property to the Buyers, Utz Quality Foods, LLC, a subsidiary of the Company (“UQF”) and Super-Pufft will enter into an amended and restated contract manufacturing agreement for the production of certain of UQF’s products that are currently produced at the Facility (together with the transfer of the Facility and the Personal Property, the “Transactions”). Subject to the terms of the Purchase Agreements, Buyer has offered all Company employees at the Facility employment within Buyer’s continuing business at the Facility.
The Company currently expects to incur pre-tax charges of approximately $11 million in connection with the Transactions in fiscal year 2023, substantially all of which are non-cash charges from the loss on sale of assets. The Company does not anticipate material future cash expenditures in connection with the Transactions. The estimates of the charges and expenditures that the Company expects to incur in connection, and the timing thereof, are subject to a number of assumptions, including local law requirements, and actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur.
Certain matters discussed in this Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the amount and timing of the expected charges associated with the Purchase Agreement, including any non-cash impairment charges associated with the Purchase Agreement. These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may” or “would” or the negative of these terms or similar expressions elsewhere in this Form 8-K. All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to financial, operational and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its filings with the Securities and Exchange Commission (the “SEC”). These forward-looking statements represent the Company’s judgment as of the date of this Form 8-K. For additional information on these and other factors that could cause the Company’s actual results to materially differ from those set forth herein, please see the Company’s filings with the SEC, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company on September 29, 2023 announcing certain matters described in this Current Report on Form 8-K is attached hereto as Exhibit 99.1. The information set forth in this Item 7.01 and in Exhibit 99.1 shall not be “filed” for purposes of Section 18 of the Securities Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Utz Brands, Inc.

Dated: September 29, 2023
By: /s/ Ajay Kataria

Name: Ajay Kataria
Title: Executive Vice President, Chief Financial Officer


image_0.jpg

Utz Brands, Inc. Announces Network Optimization Initiatives
to Support Volume Growth and Reduce Costs

Hanover, PA – September 29, 2023 – (BUSINESS WIRE) Utz Brands, Inc. (NYSE: UTZ) and its affiliated entities (“Utz” or the “Company”), a leading U.S. manufacturer of branded salty snacks, today announced several network optimization initiatives that are expected to support long-term volume growth and reduce costs. These initiatives are expected to:

•Simplify the Company’s existing plant network and streamline its operating structure by consolidating volume into a smaller number of facilities, which is expected to lower costs and improve margins;

•Strengthen the Company’s relationship with a key co-manufacturing partner that will support the optimization of the Company’s network;

•Create incremental capacity in the Company’s warehousing network to support future growth, drive efficiency, and strengthen customer service; and

•Monetize assets that are not strategic to the Company’s long-term footprint.

These actions are expected to create a more efficient and flexible network to support the Company’s growth and better serve its customers. As part of these efforts, Utz has:

•Divested the Company’s manufacturing plant and all related assets in Bluffton, Indiana (the “Bluffton Plant”);

•Announced that the Company’s lowest-volume manufacturing plant in Hanover, Pennsylvania (the “Carlisle Street Plant”) will cease operations in the first quarter of 2024;

•Signed a built-to-suit agreement for a new, ~650,000 square foot leased distribution center located in Hanover, Pennsylvania (the “Northeast Logistics Center”), expected to open in the first quarter of 2025; and

•Decided to list for sale (i) its Louisiana manufacturing plant, which was impacted by Hurricane Ida in 2021 and has remained idle since sustaining irreparable damage, and (ii) its Alabama plant, which was closed in June 2023.

Following these actions, the Company will have 13 active plants, which includes the manufacturing facility in Kings Mountain, North Carolina (the “Kings Mountain Plant”), purchased in April 2022. The sale and closures are expected to drive increased net sales averages in its remaining plants. The volume from these closed facilities is


expected to be absorbed by the remaining plant network and should reduce fixed overhead and drive efficiencies in manufacturing conversion costs.

The Bluffton Plant, which makes products associated with the TGIF® brand as well as certain of the Company’s kettle chip brands, was sold to Super-Pufft Snacks USA, Inc. and its affiliated entities (“Super-Pufft”), an existing co-manufacturing partner. Super-Pufft received real estate and manufacturing assets in the transaction, and in return, the Company entered a newly established co-manufacturing relationship with Super-Pufft, under which Super-Pufft will manufacture certain TGIF® products under favorable terms. Over time, the Company expects to shift production of these products into Utz owned and operated manufacturing facilities.

The Carlisle Street Plant is the Company’s oldest plant and served as a kettle chip manufacturing plant, producing the Company’s Utz®, Grandma Utz®, and Zapp’s® brands. With the Company’s expansion of its kettle manufacturing capacity across its network, including future kettle production planned for the Kings Mountain Plant, Utz expects to efficiently absorb the volume produced by the Carlisle Street Plant. The Company expects to stop production at the Carlisle Street Plant in the first quarter of 2024, after which it plans to explore asset monetization options. No job loss will occur due to the Carlisle Plant closure.

The leased Northeast Logistics Center, which the Company expects to occupy in the first quarter of 2025, will create incremental warehouse capacity to support long-term growth. As the Company has grown sales volume in excess of the salty snack category over the last four years,1 it has outgrown its existing warehouse network infrastructure in Hanover, Pennsylvania, through which it delivers a majority of the Company’s volume. The Northeast Logistics Center building will be adjacent to the Company’s High Street and Kindig Lane facilities, driving cost and inventory efficiencies across the Hanover distribution campus. It will improve inventory management by managing items in one single location and will facilitate customers’ ability to order multiple brands on a single order, streamlining transaction flow and improving customer service. The more optimized warehouse footprint will enable investment in automation and the implementation of a best-in-class warehouse management technology system.

The Company does not expect material future cash or capital expenditures in connection with the initiatives outlined herein.

These initiatives demonstrate the Company’s ongoing dedication to optimizing its supply chain. The Company will discuss this and more at our Investor Day in New York City on December 15, 2023.

# # #
1 Reflects retail sales volume growth for the last 52 weeks ending September 10, 2023, compared to the same period in 2019, per Circana.


About Utz Brands, Inc.
Utz Brands, Inc. (NYSE: UTZ) manufactures a diverse portfolio of savory snacks through popular brands including Utz®, On The Border® Chips & Dips, Golden Flake®, Zapp’s®, Good Health®, Boulder Canyon®, Hawaiian Brand®, and TORTIYAHS!®, among others.

After a century with strong family heritage, Utz continues to have a passion for exciting and delighting consumers with delicious snack foods made from top-quality ingredients. Utz’s products are distributed nationally through grocery, mass merchandisers, club, convenience, drug, and other channels. Based in Hanover, Pennsylvania, Utz has multiple manufacturing facilities located across the U.S. to serve its growing customer base. For more information, please visit www.utzsnacks.com or call 1‐800‐FOR‐SNAX.

Investors and others should note that Utz announces material financial information to its investors using its investor relations website (investors.utzsnacks.com), Securities and Exchange Commission (“SEC” or “Commission”) filings, press releases, public conference calls, and webcasts. Utz uses these channels, as well as social media, to communicate with our stockholders and the public about the Company, the Company’s products, and other issues. It is possible that the information that Utz posts on social media could be deemed to be material information. Therefore, Utz encourages investors, the media, and others interested in the Company to review the information posted on the social media channels listed on Utz’s investor relations website.

Forward-Looking Statements

This press release includes certain statements made herein that are not historical facts but are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. The forward-looking statements generally are accompanied by or include, without limitation, statements such as “will,” “expect,” “intends,” “goal” or other similar words, phrases or expressions. These forward-looking statements include future plans for the Company, the estimated or anticipated future results and benefits of the Company’s future plans and operations, future opportunities for the Company, the ability of the Company to support volume growth and reduce costs through its strategic initiatives to optimize its supply chain, the effect of the Company’s sale, closure and consolidation of certain manufacturing facilities, the transition of production of certain products to Company owned and operated manufacturing facilities, the performance and success of the Company’s co-manufacturing partnerships and manufacturing facilities, the expected timing and operation of the Northeast Logistics Center and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties, and the Company’s business and actual results may differ materially. Factors that may cause such differences include, but are not limited to the risks and uncertainties set forth in the section entitled “Risk Factors” and “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K filed with the Commission, for the fiscal year ended January 1, 2023, the Company’s Quarterly Reports on Form 10-Q filed with the Commission for the quarters ended April 2, 2023 and July 2, 2023, and other reports filed by the Company with the Commission. In addition, forward-looking statements provide the Company’s expectations, plans, or forecasts of future events and views as of the date of this communication. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or


any change in events, conditions, or circumstances on which any such statement is based, except as otherwise required by law.

Investor Contact
Utz Brands, Inc.
Kevin Powers
kpowers@utzsnacks.com
Media Contact
Utz Brands, Inc.
Kevin Brick
kbrick@utzsnacks.com

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Cover Page
Sep. 29, 2023
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Entity Registrant Name Utz Brands, Inc.
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Entity Tax Identification Number 85-2751850
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