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Utz Brands Reports Second Quarter 2025 Results

Utz Brands Reports Second Quarter 2025 Results

Business Wire5 days ago
HANOVER, Pa.--(BUSINESS WIRE)--Utz Brands, Inc. (NYSE: UTZ) ('Utz' or the 'Company'), a leading U.S. manufacturer of branded Salty Snacks and a small-cap value Staples equity, today reported financial results for the Company's second fiscal quarter ended June 29, 2025.
2Q'25 Summary (1)
Net Sales increased 2.9% to $366.7 million
Total Organic Net Sales increased 2.9%; Branded Salty Snacks increased 5.4%
Gross Profit Margin decline of 40bps
Adjusted Gross Profit Margin expansion of 220bps
Net Income decreased 60.2% to $10.1 million
Adjusted Net Income decreased 14.2% to $23.6 million
Adjusted EBITDA decreased 2.0% to $48.7 million
Diluted Earnings Per Share decreased 47.8% to $0.12
Adjusted Earnings Per Share decreased 10.5% to $0.17
(1) All comparisons for the second quarter of 2025 are to the second quarter of 2024 (ended June 30, 2024).
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'I am pleased with our strong performance in the second quarter, with Organic Net Sales growth of nearly 3% (1). Our Branded Salty Snacks portfolio is accelerating, with 5.4% growth in the quarter (1). We gained value and volume shares in both our Core and Expansion Geographies (3). Our proactive approach to cost management and operational excellence has enabled us to achieve significant Adjusted Gross Profit Margin expansion,' said Howard Friedman, Chief Executive Officer of Utz.
Mr. Friedman continued, 'We're encouraged by our summer sales performance thus far, as we successfully capitalize on seasonal demand and snacking occasions. Our strong performance illustrates our ability to deliver growth independent of the category in a rational competitive environment. Looking ahead to the remainder of 2025, we expect our strong productivity cost savings will continue to provide us with the flexibility to invest in our brands, while expanding profit margins. With geographic expansion driving much of our growth strategy, we remain on track to deliver solid results in 2025 and continue to create long-term shareholder value.'
'We are raising our 2025 Organic Net Sales outlook to reflect stronger revenue trends through the first half and our confidence in the growth drivers ahead,' said Bill Kelley, EVP and Chief Financial Officer of Utz. 'We now expect Organic Net Sales growth of 2.5% or better, driven by our advantaged portfolio of brands and expansion geographies. We are also tightening our Adjusted EBITDA range to 7% to 10% growth, reflecting our confidence in the significant productivity programs ramping in the second half. We are lowering our Adjusted Earnings Per Share guidance to 7 to 10% growth due to higher interest and depreciation & amortization linked to our accelerated capex investments. We believe these strategic investments in our manufacturing network and automation capabilities will position us for sustained Adjusted EBITDA margin expansion and continued geographic expansion in 2026 and beyond.'
Second Quarter 2025 Results
Second quarter Net Sales increased 2.9% to $366.7 million compared to $356.2 million in the prior year period. Organic Net Sales also increased 2.9% year-over-year, driven by a favorable volume/mix contribution of 3.9%, or 3.1% excluding a 0.8 percentage point benefit from bonus packs in April. This was partially offset by lower net price realization of (1.0)%, which included a (0.8) percentage point impact from bonus packs and other net price impacts of (0.2) percentage points. The net impact on second quarter sales from bonus packs was neutral. Branded Salty Snacks Organic Net Sales (3) (representing 88% of total Net Sales) increased 5.4% led by our Power Four Brands, offset by an 11.8% decline in Non-Branded & Non-Salty Snacks Organic Net Sales (3), primarily due to Partner Brands and Dips & Salsas.
For the 13-week period ended June 29, 2025, the Company's Branded Salty Snacks Retail Sales increased 3.3% versus the prior year period compared to a 1.5% decline for the Salty Snack category overall (3). The Company's Retail Volumes increased by 4.3% compared to a 1.5% decline for the Salty Snack category, and the Company drove volume share gains in both its Core and Expansion geographies (2)(3). The Company's Power Four Brands of Utz ®, On The Border ®, Zapp's ® and Boulder Canyon ® Retail Sales increased by 5.7%.
Gross Profit Margin of 34.6% declined 40bps compared to 35.0% in the prior year period. Adjusted Gross Profit Margin of 39.8% expanded 220bps compared to 37.6% in the prior year period. The increase was driven by productivity savings, which more than offset increased investments to support capacity expansion and growth.
Selling, Distribution, and Administrative Expenses ('SD&A Expenses') were $119.5 million, or 32.6% of Net Sales, compared to $104.6 million, or 29.4% of Net Sales, in the prior year period. Adjusted SD&A Expenses were $97.3 million, or 26.5% of Net Sales, compared to $84.5 million, or 23.7% of Net Sales, in the prior year period. The increase as a percentage of Net Sales was primarily due to adding capabilities, selling, and delivery costs to support the Company's geographic expansion and growth initiatives.
The Company reported Net Income of $10.1 million compared to Net Income of $25.4 million in the prior year period. Adjusted Net Income in the quarter decreased 14.2% to $23.6 million compared to $27.5 million in the prior year period. Adjusted Earnings Per Share decreased 10.5% to $0.17 compared to $0.19 in the prior year period. The Adjusted Earnings Per Share decline in the second quarter was the result of higher SD&A expenses, higher depreciation and amortization, and higher interest expense.
Adjusted EBITDA decreased 2.0% to $48.7 million, or 13.3% as a percentage of Net Sales, compared to $49.7 million, or 14.0% as a percentage of Net Sales, in the prior year period. The decline in Adjusted EBITDA was driven by increased SD&A expenses, which more than offset the positive impact of Adjusted Gross Profit Margin expansion.
Balance Sheet and Cash Flow Highlights
As of June 29, 2025
Total liquidity of $170.9 million, consisting of cash on hand of $54.6 million and $116.3 million available under the Company's revolving credit facility.
Net debt of $826.3 million resulting in a Net Leverage Ratio of 4.1x based on trailing twelve months Normalized Adjusted EBITDA of $200.9 million.
For the twenty-six weeks ended June 29, 2025
Cash flow used in operations was $3.9 million, which reflects the seasonal use of working capital.
Capital expenditures were $65.7 million, and dividends and distributions paid were $20.1 million.
Supply Chain Transformation Plan Update
As part of Utz's ongoing supply chain transformation, the Company is announcing the strategic decision to consolidate its manufacturing footprint from eight primary (1) plants to seven, with the closure of its Grand Rapids, Michigan manufacturing facility. This decision is a key component of the Company's long-term strategic roadmap, and is expected to generate cost savings during the second half of 2025. These savings are part of Utz's previously communicated target of approximately 6% productivity savings as a percentage of Adjusted COGS in fiscal year 2025.
This transition is planned to begin in August and be completed by early 2026. The consolidation should enable the Company to allocate more volume to its larger, more efficient facilities, while driving fixed cost leverage and enhanced automation capabilities across its remaining network. In addition to the expected cost savings, the Company expects the optimized footprint to support its ongoing geographic expansion.
'The decision is a reflection of our commitment to operational excellence and ongoing transformation,' said Friedman. 'While these types of decisions are never easy, they are necessary steps to streamline our operations and strengthen our supply chain for the long-term. We are deeply grateful for the contributions of our Grand Rapids team and are committed to supporting them through this transition.'
All impacted associates will be encouraged to apply for opportunities at other Utz facilities, and provided transition assistance including on-site job fairs and severance pay if they cannot relocate.
(1) Excludes Plant 1 in Hanover given limited production.
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Fiscal Year 2025 Outlook
The Company is updating its 2025 fiscal year outlook to reflect stronger top-line trends and higher Adjusted EBITDA. The company is lowering expected Adjusted EPS growth due to higher capital expenditures, depreciation and amortization, and interest expense. The Company now expects:
Organic Net Sales growth of 2.5% or better, compared to the prior expectation of low-single digits. We expect Organic Net Sales growth will be led by Branded Salty Snacks growth, particularly the Power Four Brands, and less decline in Non-Branded & Non-Salty Snacks;
Adjusted EBITDA growth of 7% to 10%, compared to the prior expectation of 6% to 10%. The Company expects Adjusted EBITDA Margin expansion of approximately 100bps, which is consistent with the Company's previously provided guidance. We expect Adjusted EBITDA Margin expansion will be led by Adjusted Gross Profit Margin expansion fueled by strong productivity cost savings and improved product mix; and
Adjusted Earnings Per Share growth of 7% to 10%, compared to the prior expectation of 10% to 15%, due to higher interest expense and depreciation and amortization linked to accelerated capital expenditures related to the Company's network optimization and facility consolidation efforts.
Key assumptions for the Company's fiscal 2025 outlook include:
An effective tax rate (normalized GAAP basis tax expense, which excludes one-time items) in the range of 17% to 19%, consistent with the Company's previously provided expectation;
Interest Expense of approximately $46 million, compared to the prior expectation of $43 million;
Capital Expenditures are now expected to be approximately $100 million, the high end of the previously provided range of $90 to $100 million, with the majority focused on building increased supply chain network capabilities and delivering accelerated productivity savings; and
Net Leverage Ratio approaching 3x at year-end fiscal 2025.
Quantitative reconciliations are not available for the forward-looking non-GAAP financial measures used herein without unreasonable efforts due to the high variability, complexity, and low visibility with respect to certain items which are excluded from Organic Net Sales, Adjusted EBITDA, Net Leverage Ratio, normalized GAAP basis tax expense, excluding one-time items, and Adjusted Earnings Per Share, respectively. We expect the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future financial results.
Conference Call and Webcast Presentation
The Company has also posted a pre-recorded management discussion of its second quarter results to its website at https://investors.utzsnacks.com. In addition, the Company will host a live question and answer session with analysts at 9:30 a.m. Eastern Time today. Please visit the 'Events & Presentations' section of Utz's Investor Relations website at https://investors.utzsnacks.com to access the live listen-only webcast. Participants can also dial in over the phone by calling 1-888-596-4144. The Event Plus passcode is 3860587. The Company has also posted presentation slides and additional supplemental financial information, which are available now on Utz's Investor Relations website.
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, Zapp's ®, and Boulder Canyon ®, among others.
After over a century with a 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 our growing customer base. For more information, please visit the Company's website 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, U.S. Securities and Exchange Commission (the '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 Company information. 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 'may,' 'can,' 'should,' 'will,' 'estimate,' 'plan,' 'project,' "forecast,' "intend,' "expect,' 'anticipate,' 'believe,' 'seek,' 'target' 'goal', 'on track''. These forward-looking statements include future plans for the Company, including outlook for fiscal 2025, plans related to the transformation of the Company's supply chain, the Company's product mix, the Company's expectations regarding its level of indebtedness and associated interest expense impacts; the estimated or anticipated future results and benefits of the Company's future plans and operations; the Company's cost savings plans and the Company's logistics optimization efforts; the estimated or anticipated future results and benefits of the Company's plans and operations; the effects of tariffs, inflation or supply chain disruptions on the Company or its business; the benefits of the Company's productivity initiatives; the effects of the Company's marketing and innovation initiatives; the Company's future capital structure; future opportunities for the Company's growth; statements regarding the Company's projected balance sheet and liabilities, including net leverage; 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. Some factors that could cause actual results to differ include, without limitation: our operation in an industry with high levels of competition and consolidation; our reliance on key customers and ability to obtain favorable contractual terms and protections with customers; changes in demand for our products driven by changes in consumer preferences and tastes or our ability to innovate or market our products effectively; changes in consumers' loyalty to our brands due to factors beyond our control; impacts on our reputation caused by concerns relating to the quality and safety of our products, ingredients, packaging, or processing techniques; the potential that our products might need to be recalled if they become adulterated or are mislabeled; the loss of retail shelf space and disruption to sales of food products due to changes in retail distribution arrangements; our reliance on third parties to effectively operate both our direct-to-warehouse delivery system and our direct-store-delivery network system; the evolution of e-commerce retailers and sales channels; disruption to our manufacturing operations, supply chain, or distribution channels; the effects of inflation, including rising labor costs; shortages of raw materials, energy, water, and other supplies; changes in the legal and regulatory environments in which we operate, including with respect to tax legislation such as the One Big Beautiful Bill Act; potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries, or investigations into our business; potential adverse effects or unintended consequences related to the implementation of our growth strategy; our ability to successfully identify and execute acquisitions or dispositions and to manage integration or carve out issues following such transactions; the geographic concentration of our markets; our ability to attract and retain highly skilled personnel (including risks associated with our recently announced executive leadership transition); impairment in the carrying value of goodwill or other intangible assets; our ability to protect our intellectual property rights; disruptions, failures, or security breaches of our information technology infrastructure; climate change or legal, regulatory or market measures to address climate change; our exposure to liabilities, claims or new laws or regulations with respect to environmental matters; the increasing focus and opposing views, legislation and expectations with respect to ESG initiatives; restrictions on our operations imposed by covenants in our debt instruments; our exposure to changes in interest rates; adverse impacts from disruptions in the worldwide financial markets, including on our ability to obtain new credit; our exposure to any new or increased income or product taxes; pandemics, epidemics or other disease outbreaks; our exposure to changes to trade policies and tariff and import/export regulations by the United States and other jurisdictions; potential volatility in our Class A Common Stock caused by resales thereof; our dependence on distributions made by our subsidiaries; our payment obligations pursuant to a tax receivable agreement, which in certain cases may exceed the tax benefits we realize or be accelerated; provisions of Delaware law and our governing documents and other agreements that could limit the ability of stockholders to take certain actions or delay or discourage takeover attempts that stockholders may consider favorable; our exclusive forum provisions in our governing documents; the influence of certain significant stockholders and members of Utz Brands Holdings, LLC, whose interests may differ from those of our other stockholders; and the effects of our private placement warrants on the market price of our Class A Common Stock and our net income; and other risks and uncertainties set forth in Part I, Item 1A 'Risk Factors' in our Annual Report on Form 10-K filed with the Commission for the fiscal year ended December 29, 2024 and in other reports we file with the U.S. Securities and Exchange Commission from time to time.
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.
Non-GAAP Financial Measures:
Utz uses non-GAAP financial information and believes it is useful to investors as it provides additional information to facilitate comparisons of historical operating results and identify trends in our underlying operating results, and it provides additional insight and transparency on how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. These non-GAAP financial measures do not represent financial performance in accordance with generally accepted accounted principles in the United States ('GAAP') and may exclude items that are significant to understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations, earnings per share or other measures of profitability, liquidity, or performance under GAAP. You should be aware that the presentation of these measures may not be comparable to similarly titled measures used by other companies.
Management believes that non-GAAP financial measures should be considered as supplements to the GAAP measures reported, should not be considered replacements for, or superior to, the GAAP measures, and may not be comparable to similarly named measures used by other companies. The Company's calculation of the non-GAAP financial measures may differ from methods used by other companies. We believe that these non-GAAP financial measures provide useful information to investors regarding certain financial and business trends relating to the financial condition and results of operations of the Company to date when considered with both the GAAP results and the reconciliations to the most comparable GAAP measures, and that the presentation of non-GAAP financial measures is useful to investors in the evaluation of our operating performance compared to other companies in the Salty Snack industry, as similar measures are commonly used by the companies in this industry. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of management judgment about which items of expense and income are excluded or included in determining these non-GAAP financial measures. The non-GAAP financial measures are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures. As new events or circumstances arise, these definitions could change. When the definitions change, we will provide the updated definitions and present the related non-GAAP historical results on a comparable basis.
Utz uses the following non-GAAP financial measures in its financial communications, and in the future could use others:
Organic Net Sales
Adjusted Gross Profit
Adjusted Gross Profit as % of Net Sales (Adjusted Gross Profit Margin)
Adjusted Selling, Distribution, and Administrative Expense
Adjusted Selling, Distribution, and Administrative Expense as % of Net Sales (Adjusted Selling, Distribution, and Administrative Expense Margin)
Adjusted Net Income
Adjusted Earnings Per Share
Adjusted Earnings Before Taxes
EBITDA
Adjusted EBITDA
Adjusted EBITDA as % of Net Sales (Adjusted EBITDA Margin)
Normalized Adjusted EBITDA
Effective Normalized Tax Rate
Net Leverage Ratio
Adjusted COGS
Organic Net Sales is defined as Net Sales excluding the impacts of acquisitions, divestitures and independent operator ('IO') route conversions that took place after 1Q'2024.
Adjusted Gross Profit represents Gross Profit excluding Depreciation and Amortization expense, a non-cash item. In addition, Adjusted Gross Profit excludes the impact of costs that fall within the categories of non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging and purchase commitments adjustments, asset impairments, acquisition and integration costs, business transformation initiatives, and financing-related costs. Adjusted Gross Profit is one of the key performance indicators that our management uses to evaluate operating performance. We also report Adjusted Gross Profit as a percentage of Net Sales as an additional measure for investors to evaluate our Adjusted Gross Profit Margin.
Adjusted Selling, Distribution, and Administrative Expense is defined as all Selling, Distribution, and Administrative expense excluding Depreciation and Amortization expense, a non-cash item. In addition, Adjusted Selling, Distribution, and Administrative Expense excludes the impact of costs that fall within the categories of non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging and purchase commitments adjustments, asset impairments, acquisition and integration costs, business transformation initiatives, and financing-related costs. We also report Adjusted Selling, Distribution, and Administrative Expense as a percentage of Net Sales as an additional measure for investors to evaluate our Adjusted Selling, Distribution, and Administrative Margin.
Adjusted Net Income is defined as Net Income excluding Depreciation and Amortization expense, a non-cash item, related to fair value adjustments on property, plant, and equipment, and definite-lived intangibles relating to business combinations recorded in prior periods. In addition, Adjusted Net Income excludes deferred financing fees, interest income, and expense relating to IO loans and certain non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging, and purchase commitments adjustments, asset impairments, acquisition and integration costs, business transformation initiatives, remeasurement of warrant liabilities and financing-related costs. Lastly, Adjusted Net Income normalizes the income tax provision to account for the above-mentioned adjustments.
Adjusted Earnings Before Taxes is defined as Adjusted Net Income before normalized GAAP basis tax expense.
Adjusted Earnings Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding for each period on a fully diluted basis, assuming the private placement warrants are net settled and the shares of Class V Common Stock of the Company are converted to Class A Common Stock.
EBITDA is defined as Net Income Before Interest, Income Taxes, and Depreciation and Amortization.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash adjustments and/or other cash adjustment items, such as stock-based compensation, hedging and purchase commitments adjustments, asset impairments, acquisition and integration costs, business transformation initiatives, and financing-related costs. Adjusted EBITDA is one of the key performance indicators we use in evaluating our operating performance and in making financial, operating, and planning decisions. We believe Adjusted EBITDA is useful to the users of this release because the financial information contained in the release can be used in the evaluation of Utz's operating performance compared to other companies in the Salty Snack industry, as similar measures are commonly used by companies in this industry. In this release, we also provide Adjusted EBITDA as a percentage of Net Sales as an additional measure for readers to evaluate our Adjusted EBITDA Margin.
Normalized Adjusted EBITDA is defined as Adjusted EBITDA after giving effect to pre-acquisition Adjusted EBITDA for certain acquisitions and dispositions from time to time.
Effective Normalized Tax Rate is defined as normalized GAAP basis tax expense, which excludes one-time items, divided by Adjusted Earnings before Taxes.
Net Leverage Ratio is defined as trailing twelve month Normalized Adjusted EBITDA divided by Net Debt. Net Debt is defined as Gross Debt less Cash and Cash Equivalents.
Other Defined Terms:
Branded Salty Snacks is defined as Power Four Brands and Other Brands. Power Four Brands consist of the Utz ® brand, On The Border ®, Zapp's ®, and Boulder Canyon ®. Other Brands include Golden Flake ®, TORTIYAHS! ®, Hawaiian ®, Bachman ®, Tim's Cascade ®, Dirty Potato Chips ®, TGI Fridays ® and Vitner's ®.
Non-Branded & Non-Salty Snacks is defined as partner brands, private label, co-manufacturing for which we are the manufacturer, Utz branded non-salty snacks such as On The Border ® Dips and Salsa, and sales not attributable to specific brands.
Utz Brands, Inc.
For the twenty-six weeks ended June 29, 2025 and June 30, 2024
(In millions, except share information)
(Unaudited)
Twenty-six weeks ended June 29, 2025
Twenty-six weeks ended June 30, 2024
Net sales
$
718.8
$
702.7
Cost of goods sold
473.8
458.4
Gross profit
245.0
244.3
Selling, distribution, and administrative expenses
Selling and distribution
163.1
147.4
Administrative
69.6
66.6
Total selling, distribution, and administrative expenses
232.7
214.0
(Loss) gain on sale of assets, net
(0.2
)
1.9
Income from operations
12.1
32.2
Other (loss) income, net
Gain on sale of business

44.0
Interest expense
(22.9
)
(24.0
)
Loss on debt extinguishment
(0.5
)
(1.3
)
Other (loss) income
(0.2
)
1.0
Gain on remeasurement of warrant liability
23.5
1.1
Other (loss) income, net
(0.1
)
20.8
Income before taxes
12.0
53.0
Income tax (benefit) expense
(3.8
)
25.2
Net income
15.8
27.8
Net loss (income) attributable to noncontrolling interest
2.2
(12.0
)
Net income attributable to controlling interest
$
18.0
$
15.8
Income per Class A Common stock: (in dollars)
Basic
$
0.21
$
0.19
Diluted
$
0.21
$
0.19
Weighted-average shares of Class A Common stock outstanding
Basic
85,919,842
81,423,240
Diluted
87,604,543
84,762,662
Net income
$
15.8
$
27.8
Other comprehensive income:
Change in fair value of interest rate swap
(10.2
)
2.5
Comprehensive income
5.6
30.3
Net comprehensive loss (income) attributable to noncontrolling interest
6.2
(13.0
)
Net comprehensive income attributable to controlling interest
$
11.8
$
17.3
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Utz Brands, Inc.
CONSOLIDATED BALANCE SHEETS
June 29, 2025 and December 29, 2024
(In millions, except per share information)
As of
June 29, 2025
As of December 29, 2024
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents
$
54.6
$
56.1
Accounts receivable, less allowance of $3.6 and $3.3, respectively
161.3
119.9
Inventories
125.5
101.4
Prepaid expenses and other assets
44.0
35.3
Current portion of notes receivable
5.1
4.6
Total current assets
390.5
317.3
Non-current Assets
Property, plant and equipment, net
389.7
345.2
Goodwill
870.7
870.7
Intangible assets, net
983.0
996.5
Non-current portion of notes receivable
11.5
9.2
Other assets
191.9
189.5
Total non-current assets
2,446.8
2,411.1
Total assets
$
2,837.3
$
2,728.4
LIABILITIES AND EQUITY
Current Liabilities
Current portion of term debt
$
23.2
$
16.1
Current portion of other notes payable
7.0
6.9
Accounts payable
188.5
151.0
Accrued expenses and other
75.1
78.3
Current portion of warrant liability
9.5
33.0
Total current liabilities
303.3
285.3
Non-current portion of term debt and revolving credit facility
842.7
752.5
Non-current portion of other notes payable
16.8
15.0
Non-current accrued expenses and other
174.0
164.2
Deferred tax liability
122.6
123.7
Total non-current liabilities
1,156.1
1,055.4
Total liabilities
1,459.4
1,340.7
Commitments and Contingencies
Equity
Shares of Class A Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 86,145,254 and 83,537,542 shares issued and outstanding as of June 29, 2025 and December 29, 2024, respectively


Shares of Class V Common Stock, $0.0001 par value; 61,249,000 shares authorized; 55,349,000 and 57,349,000 shares issued and outstanding as of June 29, 2025 and December 29, 2024, respectively


Additional paid-in capital
1,017.2
988.5
Accumulated deficit
(298.4
)
(304.7
)
Accumulated other comprehensive income
12.4
18.6
Total stockholders' equity
731.2
702.4
Noncontrolling interest
646.7
685.3
Total equity
1,377.9
1,387.7
Total liabilities and equity
$
2,837.3
$
2,728.4
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Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the thirteen weeks ended June 29, 2025 and June 30, 2024
(In millions)
(Unaudited)
Twenty-six weeks ended June 29, 2025
Twenty-six weeks ended June 30, 2024
Cash flows from operating activities
Net income
$
15.8
$
27.8
Adjustments to reconcile net income to net cash used in operating activities:
Impairment and other charges
0.6

Depreciation and amortization
40.0
35.9
Gain on sale of business

(44.0
)
Gain on remeasurement of warrant liability
(23.5
)
(1.1
)
Loss (gain) on sale of assets
0.2
(1.9
)
Loss on debt extinguishment
0.5
1.3
Share-based compensation
7.0
9.2
Deferred taxes
(1.1
)
6.4
Deferred financing costs
0.7
2.5
Changes in assets and liabilities:
Accounts receivable, net
(41.4
)
(9.6
)
Inventories
(24.2
)
(4.0
)
Prepaid expenses and other assets
(17.5
)
(15.1
)
Accounts payable and accrued expenses and other
39.0
(7.6
)
Net cash used in operating activities
(3.9
)
(0.2
)
Cash flows from investing activities
Purchases of property and equipment
(65.7
)
(37.8
)
Purchases of intangibles

(9.2
)
Proceeds from sale of property and equipment
0.8
24.1
Proceeds from sale of business

167.5
Proceeds from sale of routes
11.7
13.7
Proceeds from the sale of IO notes
3.9
1.5
Notes receivable
(22.0
)
(18.8
)
Net cash (used in) provided by investing activities
(71.3
)
141.0
Cash flows from financing activities
Borrowings on line of credit
135.0
92.0
Repayments on line of credit
(74.5
)
(47.2
)
Borrowings on term debt and notes payable
50.8
16.6
Repayments on term debt and notes payable
(13.6
)
(166.6
)
Payment of debt issuance cost
(1.7
)
(0.7
)
Payments of tax withholding requirements for employee stock awards
(2.2
)
(1.4
)
Dividends paid
(11.6
)
(9.4
)
Distribution to noncontrolling interest
(8.5
)
(9.5
)
Net cash provided by (used in) financing activities
73.7
(126.2
)
Net (decrease) increase in cash and cash equivalents
(1.5
)
14.6
Cash and cash equivalents at beginning of period
56.1
52.0
Cash and cash equivalents at end of period
$
54.6
$
66.6
Expand
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures
(Amounts may not sum due to rounding)
Net Sales Growth Drivers
13-Weeks Ended June 29, 2025
26-Weeks Ended June 29, 2025
(% change in prior year net sales)
Branded Salty Snacks (1)
Non-Branded & Non-Salty Snacks (2)
Total
Branded Salty Snacks (1)
Non-Branded & Non-Salty Snacks (2)
Total
Net Sales as Reported
$
322.0
$
44.7
$
366.7
$
627.9
$
90.9
$
718.8
Net Sales as Reported Growth Versus Prior Year
5.4
%
(11.8
)%
2.9
%
5.2
%
(9.9
)%
2.3
%
Volume/mix
6.9
%
(13.4
)%
3.9
%
7.6
%
(9.8
)%
5.1
%
Pricing
(1.5
)
1.6
(1.0
)
(2.4
)
(0.5
)
(2.2
)
Organic Net Sales Growth Versus Prior Year
5.4
%
(11.8
)%
2.9
%
5.2
%
(10.3
)%
2.9
%
Divestiture




(3.7
)
(0.6
)
Net Sales as Reported Growth Versus Prior Year
5.4
%
(11.8
)%
2.9
%
5.2
%
(14.0
)%
2.3
%
(1) Branded Salty Snacks sales excluding IO unreported sales.
(2) Non-Branded & Non-Salty Snacks including IO unreported sales.
Expand
Gross Profit and Adjusted Gross Profit
13-Weeks Ended
26-Weeks Ended
(dollars in millions)
June 29, 2025
June 30, 2024
June 29, 2025
June 30, 2024
Gross Profit
$
126.8
$
124.7
$
245.0
$
244.3
Gross Profit as a % of Net Sales
34.6
%
35.0
%
34.1
%
34.8
%
Depreciation and Amortization
9.4
6.7
17.0
13.9
Non-Cash and Other Cash Adjustments (1)
9.9
2.6
18.6
4.6
Adjusted Gross Profit
$
146.1
$
134.0
$
280.6
$
262.8
Adjusted Gross Profit as a % of Net Sales
39.8
%
37.6
%
39.0
%
37.4
%
(1) Non-cash and other cash adjustments includes non-cash costs related to incentive programs, asset impairments and write-offs, purchase commitments, other non-cash items, acquisition, divestiture, and integration, business transformation initiatives, and financing-related costs.
Expand
Adjusted Selling, Distribution, and Administrative Expense
13-Weeks Ended
26-Weeks Ended
(dollars in millions)
June 29, 2025
June 30, 2024
June 29, 2025
June 30, 2024
Selling, Distribution, and Administrative Expense
$
119.5
$
104.6
$
232.7
$
214.0
Less:
Depreciation and Amortization in SD&A Expense
11.9
10.9
23.0
22.0
Non-Cash and Other Cash Adjustments (1)
10.3
9.2
23.0
22.1
Adjusted Selling, Distribution, and Administrative Expense
$
97.3
$
84.5
$
186.7
$
169.9
Adjusted SD&A Expense as a % of Net Sales
26.5
%
23.7
%
26.0
%
24.2
%
(1) Non-cash and other cash adjustments includes non-cash costs related to incentive programs, asset impairments and write-offs, purchase commitments, other non-cash items, acquisition, divestiture, and integration, business transformation initiatives, and financing-related costs.
Expand
Adjusted Net Income
13-Weeks Ended
26-Weeks Ended
(dollars in millions, except per share data)
June 29, 2025
June 30, 2024
% Change
June 29, 2025
June 30, 2024
% Change
Net Income
$
10.1
$
25.4
(60.2
)%
$
15.8
$
27.8
(43.2
)%
Income Tax (Benefit) Expense
(3.2
)
(1.3
)
(3.8
)
25.2
Income Before Taxes
6.9
24.1
12.0
53.0
Deferred Financing Fees
0.4
0.7
0.7
2.5
Acquisition Step-Up Depreciation and Amortization
11.3
10.8
22.1
22.3
Certain Non-Cash Adjustments
5.7
4.9
12.1
8.9
Acquisitions, Divestitures and Investments
9.6
1.1
17.0
(37.3
)
Business Transformation Initiatives
7.1
4.5
14.5
10.3
Financing-Related Costs

0.3
0.8
0.3
Gain on Remeasurement of Warrant Liability
(12.5
)
(12.9
)
(23.5
)
(1.1
)
Other Non-Cash and/or Cash Adjustments (1)
21.6
9.4
43.7
5.9
Adjusted Earnings before Taxes
28.5
33.5
55.7
58.9
Taxes on Earnings as Reported
3.2
1.3
3.8
(25.2
)
Income Tax Adjustments (2)
(8.1
)
(7.3
)
(5.5
)
14.6
Adjusted Taxes on Earnings
(4.9
)
(6.0
)
(9.7
)
(10.6
)
Adjusted Net Income
$
23.6
$
27.5
(14.2
)%
$
46.0
$
48.3
(4.8
)%
Average Weighted Basic Shares Outstanding on an As-Converted Basis
141.5
140.8
141.4
140.8
Fully Diluted Shares on an As-Converted Basis
143.0
144.3
143.1
144.1
Adjusted Earnings Per Share
$
0.17
$
0.19
(10.5
)%
$
0.32
$
0.34
(5.9
)%
(1) Non-cash and other cash adjustments includes non-cash costs related to incentive programs, asset impairments and write-offs, purchase commitments, other non-cash items, acquisitions, divestitures, and investments, business transformation initiatives, and financing-related costs.
(2) Income Tax Adjustment calculated as Income before taxes plus (i) Acquisition, Step-Up Depreciation and Amortization and (ii) Other non-cash and/or cash adjustments, multiplied by a normalized GAAP effective tax rate, minus the actual tax provision recorded in the Consolidated Statement of Operations and Comprehensive Income (Loss). The normalized GAAP effective tax rate excludes one-time items such as the impact of tax rate changes on deferred taxes and changes in valuation allowances.
Expand
EBITDA and Adjusted EBITDA
13-Weeks Ended
26-Weeks Ended
(dollars in millions)
June 29, 2025
June 30, 2024
% Change
June 29, 2025
June 30, 2024
% Change
Net Income
$
10.1
$
25.4
(60.2
)%
$
15.8
$
27.8
(43.2
)%
Plus non-GAAP adjustments:
Income Tax (Benefit) Expense
(3.2
)
(1.3
)
(3.8
)
25.2
Depreciation and Amortization
21.3
17.6
40.0
35.9
Interest Expense, Net
11.4
10.2
22.9
24.0
Interest Income (IO loans) (1)
(0.5
)
(0.1
)
(1.0
)
(0.9
)
EBITDA
39.1
51.8
(24.5
)%
73.9
112.0
(34.0
)%
Certain Non-Cash Adjustments (2)
5.4
4.9
11.1
8.9
Acquisitions, Divestitures and Investments (3)
9.6
1.1
17.0
(37.3
)
Business Transformation Initiatives (4)
7.1
4.5
14.5
10.3
Financing-Related Costs (5)

0.3
0.8
0.3
Gain on Remeasurement of Warrant Liability (6)
(12.5
)
(12.9
)
(23.5
)
(1.1
)
Adjusted EBITDA
$
48.7
$
49.7
(2.0
)%
$
93.8
$
93.1
0.8
%
Net income as a % of Net Sales
2.8
%
7.1
%
(430)bps
2.2
%
4.0
%
(180)bps
Adjusted EBITDA as a % of Net Sales
13.3
%
14.0
%
(70)bps
13.0
%
13.2
%
(20)bps
Expand
(1)
Interest Income (IO loans) refers to interest income that we earn from IO notes receivable that has resulted from our initiatives to transition from RSP distribution to IO distribution ("Business Transformation Initiatives"). There is a notes payable recorded that mirrors most of the IO notes receivable, and the interest expense associated with the notes payable is part of the Interest Expense, Net adjustment.
(2)
Certain Non-Cash Adjustments are comprised primarily of the following:
Incentive programs – The Company incurred $2.7 million and $4.5 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the Omnibus Equity Incentive Plan (the "OEIP") for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively. The Company incurred $6.2 million and $8.4 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the OEIP for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
Loss on impairment - The Company recorded an impairment charge of $.0.6 million during the thirteen weeks ended June 29, 2025.
Purchase commitments and other adjustments – We have purchase commitments for specific quantities at fixed prices for certain of our products' key ingredients. To facilitate comparisons of our underlying operating results, this adjustment was made to remove the volatility of purchase commitment related unrealized gains and losses. The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $2.1 million and $0.4 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively. The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $4.3 million and $0.5 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
(3)
Acquisitions, Divestitures and Investments – This is comprised of consulting, transaction services, and legal fees incurred for acquisitions and certain potential acquisitions, in addition to expenses associated with integrating recent acquisitions. Such expenses were $8.6 million and $1.1 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively; and $16.0 million and $6.7 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively. Also included in the thirteen weeks ended June 29, 2025 was expense of $1.0 million related to the change in the liability association with a Tax Receivable Agreement. Also included for the twenty-six weeks ended June 30, 2024 was a gain of $44.0 million related to the Good Health and R.W. Garcia Sale.
(4)
Business Transformation Initiatives – This adjustment is related to consultancy, professional and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations. In addition, gains and losses realized from the sale of distribution rights to IOs and the subsequent disposal of trucks, severance costs associated with the elimination of RSP positions, and enterprise resource planning system transition costs fall into this category. The Company incurred such costs of $7.1 million and $4.5 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively; and $14.5 million and $10.3 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.
(5)
Financing-Related Costs – These costs include adjustments for various items related to raising debt and equity capital or debt extinguishment costs.
(6)
Gains on Remeasurement of Warrant Liability - These liabilities are not expected to be settled in cash, and when exercised would result in a cash inflow to the Company with the warrants converting to Class A Common Stock with the liability being extinguished and the fair value of the warrants at the time of exercise being recorded as an increase to equity.
Expand
Net Debt and Leverage Ratio
(dollars in millions)
Term Loan
$
630.3
Real Estate Loan
58.4
ABL Facility
60.7
Equipment Loans and Finance Leases (1)
131.5
Gross Debt (2)
880.9
Cash and Cash Equivalents
54.6
Total Net Debt
$
826.3
Last 52-Weeks Normalized Adjusted EBITDA
$
200.9
Net Leverage Ratio (3)
4.1x
(1) Equipment loans and finance leases include leases accounted for as finance leases under US GAAP and loans for equipment.​
(2) Includes Term Loan B, ABL Facility, Equipment Loans, and Finance Leases. Excludes amounts related to guarantees on IO loans which are collateralized by routes. The Company has the ability to recover substantially all of the outstanding IO loan value in the event of a default scenario, which historically has been uncommon.
​(3) Based on trailing twelve month Normalized Adjusted EBITDA of $200.9 million.
Expand
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American Water Announces Pricing of Common Stock Offering of 7,042,254 Shares with a Forward Component
American Water Announces Pricing of Common Stock Offering of 7,042,254 Shares with a Forward Component

Business Wire

time11 minutes ago

  • Business Wire

American Water Announces Pricing of Common Stock Offering of 7,042,254 Shares with a Forward Component

BUSINESS WIRE)--American Water Works Company, Inc. (NYSE: AWK) announced today the pricing of a registered underwritten offering of 7,042,254 shares of its common stock at a price to public of $142.00 per share. Subject to certain conditions, all shares are expected to be borrowed by the forward purchasers (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. Wells Fargo Securities, J.P. Morgan, and Mizuho are acting as joint book-running managers and as representatives of the underwriters for the offering. In connection with this offering, American Water will issue and sell shares to the underwriters to the extent that the forward purchasers (or their respective affiliates) do not borrow and sell such number of shares. In connection with the offering, American Water entered into forward sale agreements with Wells Fargo Bank, National Association, JPMorgan Chase Bank, National Association and Mizuho Markets Americas LLC (or their respective affiliates), each in its capacity as a forward counterparty (the 'forward purchasers'), pursuant to which American Water agreed to issue and sell to the forward purchasers (subject to American Water's right to elect cash settlement or net share settlement under the forward sale agreements) an aggregate of 7,042,254 shares of its common stock. American Water granted the underwriters a 30-day option to purchase up to an additional 1,056,338 shares of its common stock on the same terms as this offering. If the underwriters exercise their option to purchase additional shares of common stock, American Water expects to enter into additional forward sale agreements with the forward purchasers with respect to the additional shares. In connection with the forward sale agreements, the forward purchasers (or affiliates thereof) are expected to borrow from third-party lenders and sell to the underwriters all of the shares of American Water's common stock to be sold in this offering. The offering is expected to close on August 6, 2025. American Water will not receive any proceeds from the sale of the common stock sold by the forward purchasers to the underwriters. Settlement of the forward sale agreements is expected to occur on or prior to December 31, 2026, and American Water will use any net cash proceeds that it receives upon settlement of the forward sale agreements for general corporate purposes. The offering is being made pursuant to American Water's effective shelf registration statement filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and no offer, solicitation or sale of any securities shall be made, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933. The prospectus supplement and the accompanying prospectus related to the offering will be available on the SEC's website at A copy of the prospectus supplement and the accompanying prospectus with respect to this offering may be obtained from American Water or from (i) Wells Fargo Securities, by mail to Wells Fargo Securities, 90 South 7 th Street, 5 th Floor, Minneapolis, MN 55402, by email at WFScustomerservice@ or by telephone at (800) 645-3751 (option #5), (ii) J.P. Morgan, by mail to J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email: prospectus-eq_fi@ and postsalemanualrequests@ or (iii) Mizuho, by mail to Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3 rd Floor, New York, NY 10020, Attention: Equity Capital Markets, by email at US-ECM@ or by telephone at (212) 205-7600. About American Water American Water (NYSE: AWK), headquartered in Camden, New Jersey, is the largest regulated water and wastewater utility company in the United States. With a history dating back to 1886, American Water employs approximately 6,700 professionals who provide drinking water and wastewater services to more than 14 million people with regulated operations in 14 states and on 18 military installations. Cautionary Statement Concerning Forward-Looking Statements Certain statements in this press release including, without limitation, with respect to the public offering of American Water's securities and the intended use of proceeds, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. In some cases, these forward-looking statements can be identified by words with prospective meanings such as 'intend,' 'plan,' 'estimate,' 'believe,' 'anticipate,' 'expect,' 'predict,' 'project,' 'propose,' 'assume,' 'forecast,' 'likely,' 'uncertain,' 'outlook,' 'future,' 'pending,' 'goal,' 'objective,' 'potential,' 'continue,' 'seek to,' 'may,' 'can,' 'should,' 'will' and 'could' or the negative of such terms or other variations or similar expressions. These forward-looking statements are predictions based on American Water's current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, financial results of levels of activity, performance or achievements, and readers are cautioned not to place undue reliance upon them. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this press release as a result of the factors discussed in American Water's Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent filings with the SEC, and because of factors such as: the decisions of governmental and regulatory bodies, including decisions to raise or lower customer rates; the timeliness and outcome of regulatory commissions' and other authorities' actions concerning rates, capital structure, authorized return on equity, capital investment, system acquisitions and dispositions, taxes, permitting, water supply and management, and other decisions; changes in customer demand for, and patterns of use of, water and energy, such as may result from conservation efforts, or otherwise; limitations on the availability of American Water's water supplies or sources of water, or restrictions on its use thereof, resulting from allocation rights, governmental or regulatory requirements and restrictions, drought, overuse or other factors; a loss of one or more large industrial or commercial customers due to adverse economic conditions, or other factors; present and future proposed changes in laws, governmental regulations and policies, including with respect to the environment (such as, for example, potential improvements or changes to existing Federal regulations with respect to lead and copper service lines and galvanized steel pipe), health and safety, data and consumer privacy, security and protection, water quality and water quality accountability, contaminants of emerging concern (including without limitation per- and polyfluoroalkyl substances (collectively, 'PFAS')), public utility and tax regulations and policies, and impacts resulting from U.S., state and local elections and changes in federal, state and local executive administrations; American Water's ability to collect, distribute, use, secure and store consumer data in compliance with current or future governmental laws, regulations and policies with respect to data and consumer privacy, security and protection; weather conditions and events, climate variability patterns, and natural disasters, including drought or abnormally high rainfall, prolonged and abnormal ice or freezing conditions, strong winds, coastal and intercoastal flooding, pandemics and epidemics, earthquakes, landslides, hurricanes, tornadoes, wildfires, electrical storms, sinkholes and solar flares; the outcome of litigation and similar governmental and regulatory proceedings, investigations or actions; the risks associated with American Water's aging infrastructure, and its ability to appropriately improve the resiliency of or maintain, update, redesign and/or replace, current or future infrastructure and systems, including its technology and other assets, and manage the expansion of its businesses; exposure or infiltration of American Water's technology and critical infrastructure systems, including the disclosure of sensitive, personal or confidential information contained therein, through physical or cyber attacks or other means, and impacts from required or voluntary public and other disclosures, as well as civil class action and other litigation or legal, regulatory or administrative proceedings, related thereto; American Water's ability to obtain permits and other approvals for projects and construction, update, redesign and/or replacement of various water and wastewater facilities; changes in American Water's capital requirements; American Water's ability to control operating expenses and to achieve operating efficiencies, and American Water's ability to create, maintain and promote initiatives and programs that support the affordability of its regulated utility services; the intentional or unintentional actions of a third party, including contamination of American Water's water supplies or the water provided to its customers; American Water's ability to obtain and have delivered adequate and cost-effective supplies of pipe, equipment (including personal protective equipment), chemicals, power and other fuel, water and other raw materials, and to address or mitigate supply chain constraints that may result in delays or shortages in, as well as increased costs of, supplies, products and materials that are critical to or used in American Water's business operations; American Water's ability to successfully meet its operational growth projections, either individually or in the aggregate, and capitalize on growth opportunities, including, among other things, with respect to: acquiring, closing and successfully integrating regulated operations, including without limitation its ability to (i) obtain required regulatory approvals for such acquisitions, (ii) prevail in litigation or other challenges related to such acquisitions, and (iii) recover in rates the fair value of assets of the acquired regulated operations; American Water's Military Services Group entering into new military installation contracts, price redeterminations, and other agreements and contracts, with the U.S. government; and realizing anticipated benefits and synergies from new acquisitions; in addition to the foregoing, various risks and uncertainties associated with the agreement to acquire certain water and wastewater systems from a subsidiary of Nexus Water Group, Inc., including: (i) the final amount of the rate base to be acquired, and the amount of post-closing adjustments to the purchase price, if any, as contemplated by the acquisition agreement; (ii) the various impacts and effects of (a) compliance, or attempted compliance with, the terms and conditions of the acquisition agreement, and/or (b) the completion of or, or actions taken by American Water to complete, the acquisition, on American Water's operations, strategy, guidance, expectations and plans with respect to its regulated businesses (considered individually or together as a whole), its current or future capital expenditures, its current and future debt and equity capital needs, dividends, earnings (including earnings per share), growth, future regulatory outcomes, expectations with respect to rate base growth, and other financial and operational goals, plans, estimates and projections; and (iii) any requirement by American Water to pay a termination fee in the event the closing does not occur; risks and uncertainties following the completion of the sale of American Water's former Homeowner Services Group business, including: American Water's ability to receive amounts due, payable and owing under the amended secured seller note when due; and its ability to redeploy successfully and timely the net proceeds of such transaction into its regulated businesses; risks and uncertainties associated with contracting with the U.S. government, including ongoing compliance with applicable government procurement, security and cybersecurity regulations; cost overruns relating to improvements in or the expansion of American Water's operations; American Water's ability to successfully develop and implement new technologies and to protect related intellectual property; American Water's ability to maintain safe work sites; American Water's exposure to liabilities related to environmental laws and regulations, including those enacted or adopted and under consideration, and the substances related thereto, including without limitation copper, lead and galvanized steel, PFAS and other contaminants of emerging concern, and similar matters resulting from, among other things, water and wastewater service provided to customers; the ability of energy providers, state governments and other third parties to achieve or fulfill their greenhouse gas emission reduction goals, including without limitation through stated renewable portfolio standards and carbon transition plans; the inability of the forward purchasers or underwriters to perform their obligations with respect to this offering and other disruptions or other changes in general economic, political, business and financial market conditions; access to sufficient debt and/or equity capital on satisfactory terms and as needed to support operations and capital expenditures; fluctuations in inflation or interest rates, and American Water's ability to address or mitigate the impacts thereof; the ability to comply with affirmative or negative covenants in the current or future indebtedness of American Water or any of its subsidiaries, or the issuance of new or modified credit ratings or outlooks by credit rating agencies with respect to American Water or any of its subsidiaries (or any current or future indebtedness thereof), which could increase financing costs or funding requirements and affect American Water's or its subsidiaries' ability to issue, repay or redeem debt, pay dividends or make distributions; fluctuations in the value of, or assumptions and estimates related to, its benefit plan assets and liabilities, including with respect to its pension and other post-retirement benefit plans, that could increase expenses and plan funding requirements; changes in federal or state general, income and other tax laws, including (i) future significant tax legislation or regulations (including without limitation impacts related to the Corporate Alternative Minimum Tax), and (ii) the availability of, or American Water's compliance with, the terms of applicable tax credits and tax abatement programs; migration of customers into or out of its service territories and changes in water and energy consumption resulting therefrom; the use by municipalities of the power of eminent domain or other authority to condemn the systems of one or more of American Water's utility subsidiaries, including without limitation litigation and other proceedings with respect to the water system assets of its California subsidiary located in Monterey, California, or the assertion by private landowners of similar rights against such utility subsidiaries; any difficulty or inability to obtain insurance for American Water, its inability to obtain insurance at acceptable rates and on acceptable terms and conditions, or its inability to obtain reimbursement under existing or future insurance programs and coverages for any losses sustained; the incurrence of impairment charges, changes in fair value and other adjustments related to American Water's goodwill or the value of its other assets; labor actions, including work stoppages and strikes; American Water's ability to retain and attract highly qualified and skilled employees and talent; civil disturbances or unrest, or terrorist threats or acts, or public apprehension about future disturbances, unrest, or terrorist threats or acts; and the impact of new, and changes to existing, accounting standards. These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above, and the risk factors included in American Water's annual, quarterly and other SEC filings, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements American Water makes shall speak only as of the date of this press release. American Water does not have any obligation, and specifically disclaims any undertaking or intention, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise. New factors emerge from time to time, and it is not possible for American Water to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on American Water's businesses, either viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. The factors set forth above in this press release should not be construed as exhaustive. AWK-IR

agilon health, inc. Investigated for Securities Fraud Violations - Contact the DJS Law Group to Discuss Your Rights
agilon health, inc. Investigated for Securities Fraud Violations - Contact the DJS Law Group to Discuss Your Rights

Business Wire

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  • Business Wire

agilon health, inc. Investigated for Securities Fraud Violations - Contact the DJS Law Group to Discuss Your Rights

LOS ANGELES--(BUSINESS WIRE)-- The DJS Law Group announces that it is investigating claims on behalf of investors of agilon health, inc. ('Agilon' or 'the Company') (NYSE: AGL) for violations of the securities laws. INVESTIGATION DETAILS: The investigation focuses on whether the Company issued misleading statements and/or failed to disclose information pertinent to investors. Agilon announced on August 4, 2025, that President, CEO, and Board Director Steven Sell stepped down from his positions. The Company added, 'In a separate press release, the Company today also issued its second quarter 2025 earnings results. As part of that announcement, and in conjunction with this leadership transition, the Company is withdrawing its previous full year 2025 earnings guidance.' Based on this news, shares of Agilon fell more than 27% in after hours trading following the Company's release. If you are a shareholder who suffered a loss, contact us to participate. WHY DJS LAW GROUP? DJS Law Group's primary focus is to enhance investor return through balanced counseling and aggressive advocacy. We specialize in securities class actions, corporate governance litigation, and domestic/international M&A appraisals. Our clients are some of the largest and most sophisticated hedge funds and alternative asset managers in the world. The litigation claims of our clients are extraordinarily valuable assets that demand respect, focus, and results. This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.

UBS AG published its 2Q25 financial report
UBS AG published its 2Q25 financial report

Business Wire

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  • Business Wire

UBS AG published its 2Q25 financial report

ZURICH--(BUSINESS WIRE)--Regulatory News: UBS (NYSE:UBS) (SWX:UBSN): Ad hoc announcement pursuant to Article 53 of the SIX Exchange Regulation Listing Rules UBS AG today published its second-quarter 2025 consolidated financial report. UBS Group AG previously reported its second-quarter results 2025 on a consolidated basis on 30 July 2025. These reports are available for download on the UBS website. Cautionary Statement Regarding Forward-Looking Statements This report contains statements that constitute 'forward-looking statements', including but not limited to management's outlook for UBS's financial performance, statements relating to the anticipated effect of transactions and strategic initiatives on UBS's business and future development and goals or intentions to achieve climate, sustainability and other social objectives. While these forward-looking statements represent UBS's judgments, expectations and objectives concerning the matters described, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from UBS's expectations. In particular, the global economy may suffer significant adverse effects from increasing political tensions between world powers, changes to international trade policies, including those related to tariffs and trade barriers, and ongoing conflicts in the Middle East, as well as the continuing Russia–Ukraine war. UBS's acquisition of the Credit Suisse Group has materially changed its outlook and strategic direction and introduced new operational challenges. The integration of the Credit Suisse entities into the UBS structure is expected to continue through 2026 and presents significant operational and execution risk, including the risks that UBS may be unable to achieve the cost reductions and business benefits contemplated by the transaction, that it may incur higher costs to execute the integration of Credit Suisse and that the acquired business may have greater risks or liabilities than expected. Following the failure of Credit Suisse, Switzerland is considering significant changes to its capital, resolution and regulatory regime, which, if adopted, would significantly increase our capital requirements or impose other costs on UBS. These factors create greater uncertainty about forward-looking statements. Other factors that may affect UBS's performance and ability to achieve its plans, outlook and other objectives also include, but are not limited to: (i) the degree to which UBS is successful in the execution of its strategic plans, including its cost reduction and efficiency initiatives and its ability to manage its levels of risk-weighted assets (RWA) and leverage ratio denominator (LRD), liquidity coverage ratio and other financial resources, including changes in RWA assets and liabilities arising from higher market volatility and the size of the combined Group; (ii) the degree to which UBS is successful in implementing changes to its businesses to meet changing market, regulatory and other conditions; (iii) inflation and interest rate volatility in major markets; (iv) developments in the macroeconomic climate and in the markets in which UBS operates or to which it is exposed, including movements in securities prices or liquidity, credit spreads, currency exchange rates, residential and commercial real estate markets, general economic conditions, and changes to national trade policies on the financial position or creditworthiness of UBS's clients and counterparties, as well as on client sentiment and levels of activity; (v) changes in the availability of capital and funding, including any adverse changes in UBS's credit spreads and credit ratings of UBS, as well as availability and cost of funding to meet requirements for debt eligible for total loss-absorbing capacity (TLAC); (vi) changes in central bank policies or the implementation of financial legislation and regulation in Switzerland, the US, the UK, the EU and other financial centers that have imposed, or resulted in, or may do so in the future, more stringent or entity-specific capital, TLAC, leverage ratio, net stable funding ratio, liquidity and funding requirements, heightened operational resilience requirements, incremental tax requirements, additional levies, limitations on permitted activities, constraints on remuneration, constraints on transfers of capital and liquidity and sharing of operational costs across the Group or other measures, and the effect these will or would have on UBS's business activities; (vii) UBS's ability to successfully implement resolvability and related regulatory requirements and the potential need to make further changes to the legal structure or booking model of UBS in response to legal and regulatory requirements including heightened requirements and expectations due to its acquisition of the Credit Suisse Group; (viii) UBS's ability to maintain and improve its systems and controls for complying with sanctions in a timely manner and for the detection and prevention of money laundering to meet evolving regulatory requirements and expectations, in particular in the current geopolitical turmoil; (ix) the uncertainty arising from domestic stresses in certain major economies; (x) changes in UBS's competitive position, including whether differences in regulatory capital and other requirements among the major financial centers adversely affect UBS's ability to compete in certain lines of business; (xi) changes in the standards of conduct applicable to its businesses that may result from new regulations or new enforcement of existing standards, including measures to impose new and enhanced duties when interacting with customers and in the execution and handling of customer transactions; (xii) the liability to which UBS may be exposed, or possible constraints or sanctions that regulatory authorities might impose on UBS, due to litigation, contractual claims and regulatory investigations, including the potential for disqualification from certain businesses, potentially large fines or monetary penalties, or the loss of licenses or privileges as a result of regulatory or other governmental sanctions, as well as the effect that litigation, regulatory and similar matters have on the operational risk component of its RWA; (xiii) UBS's ability to retain and attract the employees necessary to generate revenues and to manage, support and control its businesses, which may be affected by competitive factors; (xiv) changes in accounting or tax standards or policies, and determinations or interpretations affecting the recognition of gain or loss, the valuation of goodwill, the recognition of deferred tax assets and other matters; (xv) UBS's ability to implement new technologies and business methods, including digital services, artificial intelligence and other technologies, and ability to successfully compete with both existing and new financial service providers, some of which may not be regulated to the same extent; (xvi) limitations on the effectiveness of UBS's internal processes for risk management, risk control, measurement and modeling, and of financial models generally; (xvii) the occurrence of operational failures, such as fraud, misconduct, unauthorized trading, financial crime, cyberattacks, data leakage and systems failures, the risk of which is increased with persistently high levels of cyberattack threats; (xviii) restrictions on the ability of UBS Group AG, UBS AG and regulated subsidiaries of UBS AG to make payments or distributions, including due to restrictions on the ability of its subsidiaries to make loans or distributions, directly or indirectly, or, in the case of financial difficulties, due to the exercise by FINMA or the regulators of UBS's operations in other countries of their broad statutory powers in relation to protective measures, restructuring and liquidation proceedings; (xix) the degree to which changes in regulation, capital or legal structure, financial results or other factors may affect UBS's ability to maintain its stated capital return objective; (xx) uncertainty over the scope of actions that may be required by UBS, governments and others for UBS to achieve goals relating to climate, environmental and social matters, as well as the evolving nature of underlying science and industry and the increasing divergence among regulatory regimes; (xxi) the ability of UBS to access capital markets; (xxii) the ability of UBS to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, conflict, pandemic, security breach, cyberattack, power loss, telecommunications failure or other natural or man-made event; and (xxiii) the effect that these or other factors or unanticipated events, including media reports and speculations, may have on its reputation and the additional consequences that this may have on its business and performance. The sequence in which the factors above are presented is not indicative of their likelihood of occurrence or the potential magnitude of their consequences. UBS's business and financial performance could be affected by other factors identified in its past and future filings and reports, including those filed with the US Securities and Exchange Commission (the SEC). More detailed information about those factors is set forth in documents furnished by UBS and filings made by UBS with the SEC, including the UBS Group AG and UBS AG Annual Reports on Form 20-F for the year ended 31 December 2024. UBS is not under any obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise. Rounding | Numbers presented throughout this report may not add up precisely to the totals provided in the tables and text. Percentages and percent changes disclosed in text and tables are calculated on the basis of unrounded figures. Absolute changes between reporting periods disclosed in the text, which can be derived from numbers presented in related tables, are calculated on a rounded basis. Tables | Within tables, blank fields generally indicate non-applicability or that presentation of any content would not be meaningful, or that information is not available as of the relevant date or for the relevant period. Zero values generally indicate that the respective figure is zero on an actual or rounded basis. Values that are zero on a rounded basis can be either negative or positive on an actual basis. Websites | In this report, any website addresses are provided solely for information and are not intended to be active links. UBS is not incorporating the contents of any such websites into this report.

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