SEC Comment Letter 0000000000-23-000014 to Utz Brands, Inc. (UTZ) (CIK 0001739566) (UTZ)
Utz Brands, Inc. (UTZ) (CIK 0001739566)
Date: Jan. 3, 2023 · CIK: 0001739566 · Accession: 0000000000-23-000014
AI Filing Summary & Sentiment
File numbers found in text: 001-38686
Letter
United States securities and exchange commission logo January 3, 2023 Ajay Kataria Chief Financial Officer Utz Brands, Inc. 900 High Street Hanover, PA 17331 Re:Utz Brands, Inc. Form 10-K for the Fiscal Year Ended January 2, 2022 Form 8-K furnished November 10, 2022 File No. 001-38686 Dear Ajay Kataria: We have reviewed your December 21, 2022 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 7, 2022 letter. Form 8-K furnished November 10, 2022 Exhibit 99.1, page 1 1.Your response to prior comment 7 indicates that you present Normalized Adjusted EBITDA exclusively for the purposes of calculating the Net Leverage Ratio for debt covenants. If you believe that your debt agreements are material agreements, the covenant is a material term of the debt agreements and that information about the covenant is material to an investor's understanding of your financial condition and/or liquidity, please revise your disclosure to reference Normalized Adjusted EBITDA as a liquidity measure, reconciling to cash provided from operations. For each reconciling item, disclose in greater detail their nature and how they were derived. Also, disclose any other material terms of the debt agreements and the amounts or limits required for covenant compliance. Further, disclose the actual or reasonably likely effects of compliance or non-compliance
FirstName LastNameAjay Kataria Comapany NameUtz Brands, Inc. January 3, 2023 Page 2 FirstName LastName Ajay Kataria Utz Brands, Inc. January 3, 2023 Page 2 with the covenant on your financial condition and liquidity, including the resulting impact on other credit and/or lease agreements due to cross-default provisions. Refer to Question 102.09 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. You may contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
January 3, 2023
Ajay Kataria
Chief Financial Officer
Utz Brands, Inc.
900 High Street
Hanover, PA 17331
Re:Utz Brands, Inc.
Form 10-K for the Fiscal Year Ended January 2, 2022
Form 8-K furnished November 10, 2022
File No. 001-38686
Dear Ajay Kataria:
We have reviewed your December 21, 2022 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
December 7, 2022 letter.
Form 8-K furnished November 10, 2022
Exhibit 99.1, page 1
1.Your response to prior comment 7 indicates that you present Normalized Adjusted
EBITDA exclusively for the purposes of calculating the Net Leverage Ratio for debt
covenants. If you believe that your debt agreements are material agreements, the covenant
is a material term of the debt agreements and that information about the covenant is
material to an investor's understanding of your financial condition and/or liquidity, please
revise your disclosure to reference Normalized Adjusted EBITDA as a liquidity measure,
reconciling to cash provided from operations. For each reconciling item, disclose in
greater detail their nature and how they were derived. Also, disclose any other material
terms of the debt agreements and the amounts or limits required for covenant compliance.
Further, disclose the actual or reasonably likely effects of compliance or non-compliance
FirstName LastNameAjay Kataria
Comapany NameUtz Brands, Inc.
January 3, 2023 Page 2
FirstName LastName
Ajay Kataria
Utz Brands, Inc.
January 3, 2023
Page 2
with the covenant on your financial condition and liquidity, including the resulting impact
on other credit and/or lease agreements due to cross-default provisions. Refer to Question
102.09 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
You may contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing