DEF 14A: Utz Brands Sets Date for 2024 Annual Meeting, Outlines Key Proposals
Summary
- Utz Brands, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on April 25, 2024, at 9:00 a.m. Eastern Time.
- Stockholders will vote on the election of four Class I directors, an advisory vote on executive compensation, an amendment to the company's certificate of incorporation regarding officer exculpation, and the ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 29, 2024.
- In fiscal year 2023, Utz's total net sales increased 2.1% to $1,438.2 million, GAAP net loss was ($40.0 million), and Adjusted EBITDA increased 9.8% to $187.2 million.
- The Board of Directors recommends voting FOR all director nominees, FOR the executive compensation proposal, FOR the officer exculpation amendment, and FOR the auditor ratification.
- The record date for determining stockholders eligible to vote is March 5, 2024.
Sentiment
Score: 6
Explanation: The document presents a mixed sentiment. While there's growth in net sales and adjusted EBITDA, the GAAP net loss and sales below expectations temper the positive aspects. The focus on future growth and strategic initiatives adds a slightly positive outlook.
Highlights
- The 2024 Annual Meeting of Stockholders will be held virtually on April 25, 2024.
- Key proposals include the election of four Class I directors, an advisory vote on executive compensation, an amendment to the certificate of incorporation for officer exculpation, and ratification of Grant Thornton LLP as the independent auditor.
- In fiscal year 2023, net sales increased 2.1% to $1,438.2 million, and Adjusted EBITDA increased 9.8% to $187.2 million.
- Power Brands retail sales growth was 7.4% in 2023.
- The board recommends voting FOR all proposals.
Positives
- Utz achieved 6.3% retail sales growth, driven by a 7.4% increase in Power Brands.
- The company drove market share gains in the grocery channel.
- Utz launched Mikes Hot Honey chips, securing a long-term assortment placement.
- A SKU rationalization program was completed to better position the brand portfolio.
- The company invested in a supply chain optimization program to unlock future cost savings and operating efficiencies.
- Utz improved its cash conversion cycle to drive stronger cash flow and reduce debt.
Negatives
- GAAP net loss moved from $(14.0 million) to ($40.0 million) in fiscal year 2023.
- Sales results were below expectations set at the beginning of 2023.
Risks
- The document does not explicitly detail current issues and potential future challenges, but it does mention a dynamic environment and sales results below expectations, suggesting potential market and competitive pressures.
Future Outlook
The company aims to become the fastest-growing pure-play U.S. snacking company of scale by building a portfolio of consumer-loved brands, developing world-class people and capabilities, and delivering top-tier financial performance.
Management Comments
- Howard Friedman, Chief Executive Officer, stated he is proud of the progress made during a dynamic environment in 2023.
- Friedman noted the team coalesced around priorities to expand margins and successfully delivered earnings targets, despite sales results being below initial expectations.
- Friedman expressed confidence that progress in 2023 has positioned Utz well to deliver on its mission.
Industry Context
The document positions Utz as the 3rd largest U.S. snacking platform for the 12-week and 26-week periods ended December 31, 2023, indicating a strong competitive position in the snacking industry.
Comparison to Industry Standards
- The document mentions a peer group of 11 publicly-traded companies with a median revenue of $1.7 billion and a median market capitalization of $3.0 billion as of December 31, 2023.
- The peer group includes B&G Foods, Inc., BellRing Brands, Inc., Calavo Growers, Inc., Flowers Foods, Inc., J & J Snack Foods Corp., John B. Sanfilippo & Sons, Inc., Lancaster Colony Corporation, TreeHouse Foods, Inc., Prestige Consumer Healthcare Inc., The Hain Celestial Group, Inc., and The Simply Good Foods Company.
- Utz's revenue was approximately $1,438.2 million and its market capitalization was approximately $2.3 billion as of December 31, 2023.
Stakeholder Impact
- Shareholders are asked to vote on key proposals that will shape the company's governance and executive compensation.
- Employees may be impacted by changes in executive compensation and the company's overall financial performance.
- Customers may benefit from the company's focus on building a portfolio of consumer-loved brands.
- Suppliers may be impacted by the company's supply chain optimization program.
- Creditors may be impacted by the company's efforts to reduce debt and leverage.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting on April 25, 2024.
- The Board of Directors will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
Related Party Transactions
- Utz paid Sageworth Trust $91,293.41 for services related to the Utz Quality Foods, LLC Profit Sharing/401(k) Plan during fiscal year 2023.
- The Third Amended and Restated Limited Liability Company Agreement contains provisions regarding the rights of units, management, distributions, transfer restrictions, exchange of Common Company Units for Class A Common Stock, and expenses.
- The Tax Receivable Agreement requires Utz to pay Continuing Members 85% of the tax savings realized from increases in tax basis in UBH's assets.
- The Investor Rights Agreement outlines director nomination, voting, consent rights, registration rights, information access, and termination conditions.
- The Standstill Agreement restricts the Continuing Members from acquiring additional Common Stock in excess of 55.8% of the voting power until August 28, 2023.
- The Sponsor Side Letter Agreement details the conversion of Class B Ordinary Shares into Class A Common Stock upon achieving certain vesting thresholds.
Key Dates
- 1921: Utz brand established.
- 2020-08-28: Closing date of the business combination of Utz Brands Holdings, LLC with Collier Creek Holdings.
- 2024-03-05: Record date for determining stockholders entitled to notice of the annual meeting.
- 2024-03-14: Date of the proxy statement.
- 2024-04-24: Deadline for internet and telephone votes.
- 2024-04-25: Date of the 2024 Annual Meeting of Stockholders.
- 2024-11-14: Deadline for stockholder proposals for the 2025 annual meeting.
- 2024-12-26: Earliest date for notice of stockholder nomination for the 2025 annual meeting.
- 2025-01-25: Latest date for notice of stockholder nomination for the 2025 annual meeting.
Keywords
Filings with Classifications
Quarterly Report
- Gross profit margin decreased to 33.6% due to promotional investments and increased spending on capacity expansions and distribution growth.
Annual Results
- Gross profit margin increased significantly to 35.1% from 31.7%.
- Adjusted EBITDA increased to $200.2 million, representing 14.2% of net sales.
- Net income attributable to controlling interest was $15.974 million, compared to a net loss of $24.937 million in the previous year.
SEC Form 4 Filing
- A large sale of shares by a major holder is generally viewed negatively by the market.
Quarterly Report
- The company's gross profit margin improved significantly, indicating better operational efficiency and cost management.
- The company's strategic divestitures generated substantial cash and reduced debt, improving its financial position.
Quarterly Report
- The company's adjusted earnings per share increased by 23.5%, which is a better result than the prior year period.
- The company's adjusted EBITDA margin expanded by 80 basis points, indicating improved profitability.
- The company reaffirmed its full-year outlook, suggesting confidence in future performance.
Quarterly Report
- The company's gross profit margin improved significantly, indicating better operational efficiency.
- The company generated substantial gains from strategic divestitures, improving overall profitability.
- The company's net income improved significantly compared to the same period last year.
Quarterly Report
- The company's adjusted earnings per share increased by 46.2%, significantly exceeding expectations.
- The company's adjusted EBITDA increased by 10.0%, demonstrating strong profitability improvements.
- The company raised its full-year adjusted earnings per share outlook from 23%-28% to 28%-32%.
Quarterly Report
- The company's net sales decreased by 1.4% year-over-year, indicating a worse performance than expected.
- The company experienced a net loss attributable to controlling interest of $3.99 million, indicating a worse performance than expected.
Quarterly Report
- The company's net income improved significantly from a loss to a profit.
- Adjusted earnings per share increased by 27.3%, exceeding expectations.
- The company raised its adjusted earnings per share outlook for the full year.
Press Release
- The company expects the plant disposition to be accretive to its Adjusted Earnings Per Share in 2024.
- The term loan repricing is expected to save approximately $2 million annually in cash interest expense.
Proxy Statement
- The company's GAAP net loss moved from $(14.0 million) to ($40.0 million) in fiscal year 2023.
- Sales results were below expectations set at the beginning of 2023.
Quarterly Report
- The company reported a net loss of $33.2 million in Q4 2023 compared to a net income of $13.8 million in the same period last year, indicating worse than expected results.
- The full-year net loss of $40.0 million was also worse than the net loss of $14.0 million in the prior year.
Merger Announcement
- The transaction is expected to accelerate the company's deleveraging timeline by a full year.
- The company expects the transaction to be accretive to its Adjusted Earnings per Share in 2024.
- The company is narrowing its fiscal-year 2023 Adjusted EBITDA outlook range to growth of 9.5% to 10.0%.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.