| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2018
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
For the transition period from to
COLLIER CREEK HOLDINGS
| Delaware | 001-38686 | 85-2751850 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
200 Park Avenue, 58th Floor
New York, New York 10166
Not Applicable
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | UTZ | New York Stock Exchange | ||||||||||||
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| Large accelerated filer | Accelerated filer | ||||||||||
| Non-accelerated filer | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
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COLLIER CREEK HOLDINGS
For unless otherwise noted, the Quarter Ended September 30, 2018
Tableterms “the Company”, “we”, “us”, “our”, “Successor”, “UBI” and “Utz” refer to Utz Brands, Inc. and its consolidated subsidiaries. The Predecessor refers to Utz Brands Holdings, LLC (“UBH" or the “Predecessor”), which closed the Business Combination with the Company on August 28, 2020.
information) information) data) SIGNIFICANT ACCOUNTING POLICIES Emerging Growth Company – The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart triggering event. accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC indicate impairment may have occurred. The Company impact that affected the fair value of the reporting unit through July 4, 2021. Therefore, we have determined that it was not necessary to perform a quantitative goodwill impairment test for the reporting unit. was a fifty-three-week period and our fiscal year 2021 will end January 2, 2022 and is a fifty-two-week fiscal year. Our fiscal quarters are comprised of thirteen weeks each, except for fifty-three-week fiscal periods of which the fourth quarter is comprised of fourteen weeks, and end on the thirteenth Sunday of each quarter (fourteenth Sunday of the fourth quarter, when applicable). these factors. CONTROLS AND PROCEDURES reviews of accounting estimates performed by external specialists.SHEETSEPTEMBER 30, 2018(UNAUDITED)Assets Current asset: Cash $ 40,503 Deferred offering costs associated with initial public offering 640,607 Total assets $ 681,110 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 2,397 Accrued expenses 505,494 Note payable - related party 155,000 Total current liabilities 662,891 Shareholders' Equity: Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued and outstanding - Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 12,375,000 shares issued and outstanding (1)(2) 1,238 Additional paid-in capital 23,762 Accumulated deficit (6,781 ) Total shareholders' equity 18,219 Total Liabilities and Shareholders' Equity $ 681,110 (1) This number includes up to 1,500,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters. The underwriters partially exercised the over-allotment option; thus, 500,000 shares were surrendered to the Company by the Sponsor for no consideration on October 19, 2018.(2) The sharesSHEETSassociated amounts have been retroactively restated to reflect aJanuary 3, 2021capitalization resulting in an aggregate of 12,375,000 Class B ordinary shares outstanding on October 4, 2018 (see Note 6).
The accompanying notes are an integral part of these As of January 3, 2021 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 26,745 $ 46,831 Accounts receivable, less allowance of $1,399 and $239, respectively 143,503 118,305 Inventories 69,978 59,810 Prepaid expenses and other assets 15,315 11,573 Current portion of notes receivable 7,991 7,666 Total current assets 263,532 244,185 Non-current Assets Property, plant and equipment, net 285,611 270,416 Goodwill 892,524 862,183 Intangible assets, net 1,157,679 1,171,709 Non-current portion of notes receivable 23,857 20,000 Other assets 20,423 15,671 Total non-current assets 2,380,094 2,339,979 Total assets $ 2,643,626 $ 2,584,164 LIABILITIES AND EQUITY Current Liabilities Current portion of term debt and financing obligations $ 10,672 $ 469 Current portion of other notes payable 8,979 9,018 Accounts payable 74,674 57,254 Accrued expenses and other 59,599 80,788 Current warrant liability 0 52,580 Total current liabilities 153,924 200,109 Non-current portion of term debt, revolving credit facility and financing obligations 785,636 778,000 Non-current portion of other notes payable 27,473 24,564 Non-current accrued expenses and other 37,280 37,771 Deferred tax liability 75,010 73,786 Non-current warrant liability 85,032 85,032 Total non-current liabilities 1,010,431 999,153 Total liabilities 1,164,355 1,199,262 Commitments and Contingencies 0 0 Equity Shares of Class A Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 76,570,422 and 71,094,714 shares issued and outstanding as of July 4, 2021 and January 3, 2021, respectively. 8 7 Shares of Class V Common Stock, $0.0001 par value; 61,249,000 shares authorized; 60,349,000 shares issued and outstanding as of July 4, 2021 and January 3, 2021. 6 6 Additional paid-in capital 944,758 793,461 Accumulated deficit (254,085) (241,490) Accumulated other comprehensive income 2,353 924 Total stockholders' equity 693,040 552,908 Noncontrolling interest 786,231 831,994 Total equity 1,479,271 1,384,902 Total liabilities and equity $ 2,643,626 $ 2,584,164 unaudited condensedconsolidated financial statements.3(UNAUDITED) For the Three Months Ended
September 30, 2018 For The Period From
April 30, 2018 (Inception)
through September 30, 2018 General and administrative expenses $ 10 $ 6,781 Net loss $ (10 ) $ (6,781 ) Weighted average shares outstanding, basic and diluted (1)(2) 10,875,000 10,875,000 Basic and diluted net loss per share $ (0.00 ) $ (0.00 ) (1) This number excludes up to 1,500,000 Class B ordinary shares that were subject to forfeiture if AND COMPREHENSIVE INCOME (LOSS)over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised the over-allotment option; thus, 500,000 shares were surrendered to the Company by the Sponsor for no consideration on October 19, 2018.(2) The sharesthirteen and associated amounts have been retroactively restated to reflect atwenty-six weeks ended July 4, 2021 and June 28, 2020capitalization resulting in an aggregate of 12,375,000 Class B ordinary shares outstanding on October 4, 2018 (see Note 6).Successor Predecessor Successor Predecessor Thirteen weeks ended July 4, 2021 Thirteen weeks ended June 28, 2020 Twenty-six weeks ended July 4, 2021 Twenty-six weeks ended June 28, 2020 Net sales $ 297,919 $ 241,977 $ 567,101 $ 470,006 Cost of goods sold 202,359 157,096 376,300 305,111 Gross profit 95,560 84,881 190,801 164,895 Selling, general and administrative expenses Selling 64,439 49,598 121,167 97,931 General and administrative 29,041 18,484 58,974 38,424 Total selling, general and administrative expenses 93,480 68,082 180,141 136,355 Gain on sale of assets Gain on disposal of property, plant and equipment 607 25 904 93 Gain on sale of routes, net 1,682 627 2,104 1,031 Total gain on sale of assets 2,289 652 3,008 1,124 Income from operations 4,369 17,451 13,668 29,664 Other income (expense) Interest expense (7,896) (9,987) (18,757) (19,630) Other income 758 259 1,476 839 Gain (loss) on remeasurement of warrant liability 19,368 0 (2,133) 0 Other income (expense), net 12,230 (9,728) (19,414) (18,791) Income (loss) before income tax expense 16,599 7,723 (5,746) 10,873 Income tax expense 420 1,171 1,424 2,629 Net income (loss) 16,179 6,552 (7,170) 8,244 Net loss attributable to noncontrolling interest 1,400 0 2,220 0 Net income (loss) attributable to controlling interest $ 17,579 $ 6,552 $ (4,950) $ 8,244 Basic $ 0.22 $ (0.07) Diluted $ 0.21 $ (0.07) Weighted-average shares of Class A Common stock outstanding Basic 76,500,488 76,213,746 Diluted 81,732,056 76,213,746 Other comprehensive income (loss): Change in value of interest rate swap $ 607 $ (709) $ 1,429 $ (7,917) Comprehensive income (loss) $ 18,186 $ 5,843 $ (3,521) $ 327 unaudited condensedconsolidated financial statements.4CHANGES IN SHAREHOLDERS’ EQUITYFOR THE PERIOD FROM APRIL 30, 2018 (INCEPTION) THROUGH SEPTEMBER 30, 2018(unaudited) Ordinary Shares Total Class A Class B Additional Paid-In Accumulated Shareholders' Shares Amount Shares Amount Capital Deficit Equity Balance - April 30, 2018 (inception) - $ - - $ - $ - $ - $ - Issuance of Class B ordinary shares to Sponsor (1)(2) - - 12,375,000 1,238 23,762 - 25,000 Net loss - - - - - (6,781 ) (6,781 ) Balance - September 30, 2018 (unaudited) - $ - 12,375,000 $ 1,238 $ 23,762 $ (6,781 ) $ 18,219 (1) This number includes up to 1,500,000 Class B ordinary shares that were subject to forfeiture if (DEFICIT)over-allotment option was not exercised in full by the underwriters. The underwriters partially exercised the over-allotment option; thus, 500,000 shares were surrendered to the Company by the Sponsor for no consideration on October 19, 2018.(2) The sharesthirteen and associated amounts have been retroactively restated to reflect atwenty-six weeks ended July 4, 2021 and June 28, 2020capitalization resulting in an aggregate of 12,375,000 Class B ordinary shares outstanding on October 4, 2018 (see Note 6).Predecessor Members' (Deficit) Equity Accumulated Other Comprehensive (Loss) Income Noncontrolling Interest Total (Deficit) Equity Balance at December 29, 2019 $ (27,446) $ 1,408 $ (7,314) $ (33,352) Net income 1,692 — — 1,692 Other comprehensive loss — (7,208) — (7,208) Merger of noncontrolling interest (7,314) — 7,314 — Distributions to members (2,657) — — (2,657) Balance at March 29, 2020 (35,725) (5,800) — (41,525) Net income 6,552 — — 6,552 Other comprehensive loss — (709) — (709) Distributions to members (2,539) — — (2,539) Balance at June 28, 2020 $ (31,712) $ (6,509) $ — $ (38,221) Class A Common Stock Class V Common Stock Additional Paid-in Capital Accumulated (Deficit) Accumulated Other Comprehensive Income Total Stockholders' Equity Non-controlling Interest Total Equity Successor Shares Amount Shares Amount Balance at January 3, 2021 71,094,714 $ 7 60,349,000 $ 6 $ 793,461 $ (241,490) $ 924 $ 552,908 $ 831,994 $ 1,384,902 Conversion of warrants 4,976,717 — — 144,659 — — 144,659 (32,714) 111,945 Stock-based compensation 410,402 — — 2,883 — — 2,883 — 2,883 Net loss — — — (22,529) — (22,529) (820) (23,349) Other comprehensive income — — — — 822 822 — 822 Balance at April 4, 2021 76,481,833 $ 7 60,349,000 $ 6 $ 941,003 $ (264,019) $ 1,746 $ 678,743 $ 798,460 $ 1,477,203 Stock-based compensation 88,589 1 — 3,755 — — 3,756 — 3,756 Net income — — — 17,579 — 17,579 (1,400) 16,179 Other comprehensive income — — — — 607 607 — 607 Cash dividends — — — (7,645) — (7,645) — (7,645) Distribution to noncontrolling interest — — — — — — (10,829) (10,829) Balance at July 4, 2021 76,570,422 $ 8 60,349,000 $ 6 $ 944,758 $ (254,085) $ 2,353 $ 693,040 $ 786,231 $ 1,479,271 unaudited condensedconsolidated financial statements.5FOR THE PERIOD FROM APRIL 30, 2018 (INCEPTION) THROUGH SEPTEMBER 30, 2018(UNAUDITED)Cash Flows from Operating Activities: Net loss $ (6,781 ) Adjustments to reconcile net loss to net cash used in operating activities: General and administrative expenses paid by related party 5,000 Changes in operating assets and liabilities: Accrued expenses 300 Accounts payable 1,470 Net cash used in operating activities (11 ) Cash Flows from Financing Activities: Proceeds from issuance of Class B ordinary shares to Sponsor 25,000 Proceeds received from note payable to related party 150,000 Payment of offering costs (134,486 ) Net cash provided by financing activities 40,514 Net increase in cash 40,503 Cash - beginning of the period - Cash - end of the period $ 40,503 Supplemental disclosure of noncash activities: Deferred offering costs included in accrued expenses $ 505,194 Deferred offering costs included in accounts payable $ 927 Successor Predecessor Twenty-six weeks ended July 4, 2021 Twenty-six weeks ended June 28, 2020 Cash flows from operating activities Net (loss) income $ (7,170) $ 8,244 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization 38,552 17,947 Loss on remeasurement of warrant liability 2,133 0 Gain on disposal of property and equipment (904) (93) Gain on sale of routes (2,104) (1,031) Stock-based compensation 6,639 0 Deferred taxes 1,224 2,239 Amortization of deferred financing fees 3,168 1,306 Changes in assets and liabilities: Accounts receivable, net (21,303) (15,368) Inventories (6,730) (3,288) Prepaid expenses and other assets (8,229) (2,573) Accounts payable and accrued expenses and other (5,320) 12,930 Net cash (used in) provided by operating activities (44) 20,313 Cash flows from investing activities Acquisitions, net of cash acquired (66,631) (8,816) Purchases of property and equipment (10,823) (8,350) Purchases of intangibles (1,200) (650) Proceeds from sale of property and equipment 1,490 533 Proceeds from sale of routes 3,800 2,748 Proceeds from the sale of IO notes 7,922 0 Notes receivable, net (5,101) (3,476) Net cash used in investing activities (70,543) (18,011) Cash flows from financing activities Borrowings on term debt and notes payable 808,000 2,650 Repayments on term debt and notes payable (786,555) (4,838) Payment of debt issuance cost (9,085) 0 Exercised warrants 57,232 0 Dividends (8,082) 0 Distributions to members 0 (5,196) Distribution to noncontrolling interest (11,009) 0 Net cash provided by (used in) financing activities 50,501 (7,384) Net decrease in cash and cash equivalents (20,086) (5,082) Cash and cash equivalents at beginning of period 46,831 15,053 Cash and cash equivalents at end of period $ 26,745 $ 9,971 unaudited condensedconsolidated financial statements.6UNAUDITED CONDENSEDTHE CONSOLIDATED FINANCIAL STATEMENTSNOTE DESCRIPTIONOPERATIONS AND SUMMARY OF ORGANIZATION AND BUSINESS OPERATIONS“Company”"SEC") is. They do not include all information and notes required by US GAAP for annual financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s financial statements, as amended for the year ended January 3, 2021. The balance sheet as of January 3, 2021 has been derived from the audited combined financial statements as of and for the year ended January 3, 2021. In the opinion of management, such financial information reflects all normal and recurring adjustments necessary for a newly organized blank check companyfair presentation of the financial position and the results of operations for such interim periods in accordance with the US GAAP. Operating results for the interim period are not necessarily indicative of the results that may be expected for any future period or for the full year. The consolidated interim financial statements, including our significant accounting policies, should be read in conjunction with the audited combined financial statements, as amended and notes thereto for the year ended January 3, 2021.2018. The Company2018 as a blank check company. CCH was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company hashad not yet identified (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on the consumer goods industry and related sectors. The Company’sthen identified. CCH’s sponsor iswas Collier Creek Partners LLC, a Delaware limited liability company (the “Sponsor”"Sponsor").At September 30, 2018, the Company had not yet commenced operations. All activity for the period from April 30, 2018 (inception) through September 30, 2018 relatesthe Company’s formation"Utz Brands, Inc." (the “Domestication”) and the Company’s initial public offering (“Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end.The registration statement for the Initial Public Offering was declared effective on October 4, 2018. On October 10, 2018, the Company consummated the Initial Public Offeringacquisition of 44,000,000certain limited liability company units (the “Units” and, with respect toof UBH, the Class A ordinary shares included in the Units being offered, the “Public Shares”parent of Utz Quality Foods, LLC (“UQF”), including the issuance of 4,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $440 million,a new issuance by UBH and incurring offering costs of approximately $25.04 million, inclusive of $15.45 million in deferred legal fees and underwriting commissions (Note 5).Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,200,000 warrants (“Private Placement Warrants”) at a price of $1.50 per warrantpurchases from UBH’s existing equity holders pursuant to the Sponsor, generating gross proceeds of $10.8 million (Note 4).Upon the closing of the Initial Public Offering and the Private Placement, $440 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination Agreement, dated as of June 5, 2020 (the “Business Combination Agreement”) among CCH, UBH and (ii)Series U of UM Partners, LLC (“Series U”) and Series R of UM Partners, LLC (“Series R” and together with Series U, the distribution of the Trust Account as described below.Upon the closing of the Initial Public Offering“Continuing Members”) (the Domestication and the Private Placement, the Company had approximately $2.03 million in cash held outside of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.7COLLIER CREEK HOLDINGSNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSThe Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approvetransactions contemplated by the Business Combination or (ii)Agreement, collectively, the “Business Combination”), following the approval at the extraordinary general meeting of the shareholders of CCH held on August 27, 2020. The Noncontrolling interest represents the common limited liability company units of UBH held by meansthe Continuing Members.a tender offer. The decision asthe Predecessor, prior to whether the Company will seek shareholder approval of a Business Combination, or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amountwhich was determined to be distributed to public shareholders who redeem their Public Shares will not be reduced byconsolidated UBH, which includes the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares subject to potential redemption were recorded at a redemption valueaccounts of its wholly-owned subsidiary, UQF. UQF is consolidated with its wholly-owned subsidiaries: UTZTRAN, LLC; Heron Holding Corporation (“Heron”), with its wholly-owned subsidiaries Golden Flake Snack Foods, Inc., Inventure Foods, Inc. and classified as temporary equity, in accordance with Accounting Standards Codificationits subsidiaries (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if (i) the Company has net tangible assets of at least $5,000,001 upon such consummation of such Business Combination and meets any additional requirements (including but not limited to cash requirements) agreed to in connection with such Business Combination and (ii) a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by the law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”Inventure Foods”), and file tender offer documentsKitchen Cooked Inc. (“Kitchen Cooked”); Kennedy Endeavors, LLC (“Kennedy”); and GH Pop Holdings, LLC, with the SEC prior to completing a Business Combination. If, however, a shareholder approval of theits wholly-owned subsidiaries Good Health Natural Products, LLC, Condor Snack Foods, LLC, and Snikiddy, LLC.is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem sharesand balances have been eliminated in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.Notwithstanding the foregoing, the Company’s Second Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares without the prior consent of the Company.The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses).
consolidation.8COLLIER CREEK HOLDINGSNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSThe Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of PresentationThe accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from April 30, 2018 (inception) through September 30, 2018 are not necessarily indicative of the results that may be expected through December 31, 2018.The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on October 5, 2018 and with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on October 16, 2018.ourOur Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholderstockholder approval of any golden parachute payments not previously approved.sectionSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act)Act of 1934, as amended (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statementstatements with another public company which is neithereither not an emerging growth company noror is an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.9COLLIER CREEK HOLDINGSNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSUseUnder the JOBS Act, we will remain an emerging growth company until the earliest of EstimatesThe preparation(i) the last day of the financial statementfiscal year following the fifth anniversary of our initial public offering of common equity securities, (ii) the last day of the fiscal year in conformity with GAAP requires management to make estimates and assumptions that affect the reported amountswhich we have annual gross revenue of assets and liabilities and disclosure of contingent assets and liabilities at$1.07 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and (iv) the date on which we are deemed to be a “large accelerated filer,” which will occur at such time as the Company has an aggregate worldwide market value of common equity securities held by non-affiliates of $700.0 million or more as of the last business day of our most recently completed second fiscal quarter. Since the aggregate worldwide market value of our Class A Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of our most recently completed second fiscal quarter, we will not be an emerging growth company commencing on the last day of fiscal year 2021.statement.Making estimates requires management to exercise significant judgment. Itinstitutions with insurance provided by the Federal Deposit Insurance Corporation of $250,000 per depositor. At various times, account balances may exceed federally insured limits.at least reasonably possible that thebased on management’s estimate of the effectamount of receivables that will be collected based on analysis of historical data and trends, as well as review of significant customer accounts. Accounts receivable are considered to be past due when payments are not received within the customer’s credit terms. Accounts are written off when management determines the account is uncollectible. Finance charges are not usually assessed on past-due accounts.condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.Deferred Offering Costscomplies with the requirements of the FASB ASC 340-10-S9901 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offerings.” Deferred offering costs consisting of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly relatedaccounts for income taxes pursuant to the Initial Public Offering, were charged to additional paid-in capital upon the completion of the Initial Public Offering in October 2018.Income TaxesThe Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approachmethod of ASC 740, Income Taxes, which requires it to financial accountingrecognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, and reporting for income taxes. Deferred incomedeferred tax assets and liabilities are computed for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities that will result in future taxable or deductible amounts, based onand the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and rates applicableexpected to apply to taxable income in the periodsyears in which thethose temporary differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reducebe recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible.amount expected to be realized.Topic 740740-10 prescribes a recognition threshold and a measurement attributecomprehensive model for the financial statement recognition, measurement, presentation and measurementdisclosure of uncertain tax positions taken or expected to be taken in income tax returns.return. For those benefitsreturn and the benefit recognized and measured pursuant to bethe interpretation are referred to as “unrecognized benefits”. A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that was not recognized as a result of applying the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interestprovisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company’s policy is to classify assessments, if any, for tax related interest as income tax expense. There wereinterest expense and penalties as selling and administrative expenses. As of July 4, 2021 and January 3, 2021, no liability for unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2018.was required to be reported. The Company is currentlydoes not awareexpect any significant changes in its unrecognized tax benefits in the next fiscal year.any issues underacquired companies to the identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount classified as goodwill. The identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition, as well as the completion of impairment tests, require significant management judgments and estimates. These estimates are made based on, among other factors, review thatof projected future operating results and business plans, economic projections, anticipated highest and best use of future cash flows and the cost of capital. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of goodwill and other intangible assets, and potentially result in a different impact to the Company’s results of operations. Further, changes in business strategy and/or market conditions may significantly impact these judgments and thereby impact the fair value of these assets, which could result in significant payments, accruals or material deviation from its position.There is currently no taxation imposed on income by the Governmentan impairment of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxesgoodwill or intangible assets.levied on the Company. Consequently, income taxesamortized but are not reflected in the Company’s financial statement. The Company’s management does not expecttested for impairment at least annually and whenever events or circumstances change that the total amount of unrecognized tax benefits will materially change over the next twelve months.Net Loss Per Sharecomplies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss bytests goodwill for impairment at the weighted average number of ordinary shares outstanding duringreporting unit level. The Company has identified the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrantsexisting snack food operations as calculated using the treasury stock method. At September 30, 2018,its sole reporting unit.did not have any dilutive securitieshas early adopted the FASB Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and other contracts that could, potentially, be exercised or converted into ordinary shares and then share inOther (“Topic 350”): Simplifying the earnings of the Company. As a result, diluted loss per share is the same as basic loss per shareTest for the periods presented.10COLLIER CREEK HOLDINGSNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSConcentration of Credit RiskFinancial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2018, the Company had not experienced losses on this account and management believesGoodwill Impairment, the Company is required to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value.exposedthat the fair value of goodwill or an indefinite-lived intangible asset exceeds its carrying value then a quantitative impairment test is not required.risks on such account.qualify asrequires a lessee to recognize in its balance sheet an asset and liability for most leases with a term greater than 12 months. Lessees should recognize a liability to make lease payments and a right-of-use asset representing the lessee’s right to use the underlying asset for the lease term. On June 3, 2020, the FASB deferred the effective date of ASC 842 for private or emerging growth companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements, but believes that there will be assets and liabilities recognized on the Company’s consolidated balance sheet and an immaterial impact on the Company’s consolidated statements of operations.under ASC including accounts receivables, based on expected losses rather than incurred losses. For non-public business entities or emerging growth companies, this ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, and will be effective for the Company beginning in 2023. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.820, “Fair Value Measurements740"). This ASU is intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and Disclosures,” approximatesclarifying certain aspects of the carrying amounts representedcurrent guidance to promote consistency among reporting entities. For non-public business entities or emerging growth companies, ASU 2019-12 is effective for annual periods beginning after December 15, 2021 and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the accompanying balance sheet, primarily due to their short-term nature.Recent Accounting PronouncementsIn August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, thesame period. Most amendments expanded the disclosure requirements on the analysis of shareholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income iswithin this ASU are required to be filed. This final rule is effectiveapplied on November 5, 2018.a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company anticipates its first presentationis currently evaluating the impact of changes in shareholders' equity, in accordance with the new standard on the Company’s consolidated financial statements and related disclosures.willfor a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The amendments of this ASU should be included in its Form 10-Q for the quarter ended March 31, 2019.Management doesapplied on a prospective basis. The adoptions of ASU No. 2020-04 did not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.NOTE 3. INITIAL PUBLIC OFFERINGOn October 10, 2018, the Company sold 44,000,000 Units at a purchase price of $10.00 per Unit in the Initial Public Offering, including 4,000,000 Units issued pursuantimpact to the partial exercise ofCompany.underwriters’ over-allotment option. Each Unit will consist of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).NOTE 4. RELATED PARTY TRANSACTIONSFounder SharesOn May 2, 2018, the Company issued 2,875,000 shares of Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. On September 7, 2018, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 10,937,500 Founder Shares. On September 10, 2018, the Sponsor transferred 45,000, 45,000, 52,500 and 52,500 Founder Shares to each of Antonio F. Fernandez, Matthew M. Mannelly, William D. Toler and Craig D. Steeneck, respectively, the Company’s independent director nominees. On October 4, 2018, the Company effected a share capitalization resulting in an aggregate of 12,375,000 Founder Shares. Of these, the Sponsor owned an aggregate of 12,180,000 Class B ordinary shares (up to 1,500,000 of which were subject to forfeiture by the Sponsor for no consideration afterContinuing Members. At the closing of the Initial Public OfferingBusiness Combination (the "Closing") on August 28, 2020 (the "Closing Date"), the Company domesticated into a Delaware corporation and changed its name to "Utz Brands, Inc." At the Closing, the Company (i) acquired certain common and preferred interests of the Continuing Members from third party members (“UPA Seller”), and the Continuing Members then redeemed such common and preferred interests for, and the Company received, an equivalent value of common limited liability company units of UBH, (ii) contributed cash in exchange for additional common limited liability company units of UBH, and (iii) purchased additional common limited liability company units and 100% of the managing interests of UBH from the Continuing Members. As part of the Business Combination, the Continuing Members (a) received certain cash considerations for the common limited liability company units that they sold to the Company, (b) received such number of shares of newly issued non-economic Class V Common Stock in the Company equal to the common limited liability company units that the Continuing Members retained in UBH, and a unit consisting of limited liability company units of UBH and a share of Class V Common Stock are exchangeable for one share of Class A Common Stock of the Company, (c) were entitled to receive certain restricted common limited liability company units in UBH (the "Retained Restricted Units") that would be vested under certain market conditions, which vested as of the Closing, and (d) entered into a Tax Receivable Agreement (“TRA”) that requires the Company to pay to the Continuing Members 85% of the applicable cash savings, if any, in U.S. federal and state income tax determined based on certain attributes as defined in the TRA. In connection with the Closing, UBH and the Company converted all of the outstanding phantom unit awards issued under the Utz Quality Foods, LLC 2018 Long-Term Incentive Plan ("2018 LTIP") into restricted stock units (“2020 LTIP RSUs”) issued by the Company under the Utz Quality Foods, LLC 2020 Long-Term Incentive Plan (the "2020 LTIP"). Further discussion of the purchase consideration of the Business Combination is disclosed later in this footnote.(in thousands) Total cash consideration $ 199,161 28,690 11,175 54,067 Total purchase consideration 293,093 896,701 Net debt assumed 648,150 Total business enterprise value $ 1,837,944 (in thousands) Assets acquired: Cash and cash equivalents $ 13,713 Accounts receivable 119,339 Inventory 63,862 Prepaid expenses and other assets 6,116 Notes receivable 29,453 Property, plant and equipment, net 269,951 871,150 Other assets 7,086 Total assets acquired: 1,380,670 Liabilities assumed: Accounts payable 49,531 Accrued expenses 78,223 Notes payable 34,547 Deferred tax liability 25,381 Total liabilities assumed: 187,682 Net identifiable assets acquired 1,192,988 $ 644,956 Fair Value Useful Life (In Thousands) (In Years) Indefinite lived trade names $ 355,500 Indefinite Finite lived trade names 56,000 15 Customer relationships 443,500 25 Technology 43 5 Master distribution rights 2,221 15 Company owned routes 13,886 Indefinite Total $ 871,150 (in thousands) Purchase consideration $ 405,081 4,468 Total consideration 409,549 Assets acquired: Cash 5,811 Accounts receivable 15,609 Inventory, net 2,629 Prepaid expenses and other assets 5,090 Property, plant and equipment 461 Other assets 1,219 225,000 Total assets acquired: 255,819 Liabilities assumed: Accounts payable 5,702 Accrued expenses 4,492 Other liabilities 26 Deferred tax liability 50,855 Total liabilities assumed: 61,075 Net identifiable assets acquired 194,744 $ 214,805 (in thousands) Purchase consideration $ 40,324 Assets acquired: Accounts receivable 2,776 Inventory 2,704 Prepaid expenses and other assets 207 Property, plant and equipment 24,650 Customer relationships 1,530 Total assets acquired: 31,867 Liabilities assumed: Accounts payable 2,017 Accrued expenses 869 Total liabilities assumed: 2,886 Net identifiable assets acquired 28,981 Goodwill $ 11,343 (in thousands) As of January 3, 2021 Finished goods $ 42,018 $ 28,935 Raw materials 21,967 25,129 Maintenance parts 5,993 5,746 Total inventories $ 69,978 $ 59,810 (in thousands) As of January 3, 2021 Land $ 23,604 $ 22,750 Buildings 96,469 83,780 Machinery and equipment 177,507 157,513 Land improvements 2,626 2,228 Building improvements 1,054 1,047 Construction-in-progress 16,808 15,518 318,068 282,836 Less: accumulated depreciation (32,457) (12,420) Property, plant and equipment, net $ 285,611 $ 270,416 (in thousands) Balance as of January 3, 2021 $ 862,183 Acquisition of Vitner's 17,880 Balance as of April 4, 2021 880,063 Truco acquisition adjustment 1,118 Acquisition of Festida Foods 11,343 Balance as of July 4, 2021 $ 892,524 (in thousands) As of January 3, 2021 Subject to amortization: Distributor/customer relationships $ 673,470 $ 671,150 Technology 43 43 Trademarks 60,750 57,810 Master distribution rights 2,221 2,221 Amortizable assets, gross 736,484 731,224 Accumulated amortization (26,582) (8,268) Amortizable assets, net 709,902 722,956 Not subject to amortization Trade names 434,513 434,513 IO routes 13,264 14,240 Intangible assets, net $ 1,157,679 $ 1,171,709 (in thousands) As of July 4, 2021 As of January 3, 2021 Accrued compensation and benefits $ 19,845 $ 36,968 Accrued freight and manufacturing related costs 6,157 6,972 Insurance liabilities 9,122 8,100 Short term interest rate hedge liability 3,052 3,048 Accrued interest 570 1,220 Accrued sales tax 1,300 1,300 Truco acquisition tax consideration 4,468 4,468 Accrued distributions 3,826 4,261 Other accrued expenses 11,259 14,451 Total accrued expenses and other $ 59,599 $ 80,788 (in thousands) As of July 4, 2021 As of January 3, 2021 TRA expenses $ 28,669 $ 28,669 Supplemental retirement and salary continuation plans $ 7,911 $ 6,901 Long term portion of an interest rate hedge liability $ 650 $ 2,082 Other long term accrued expenses $ 50 $ 119 Total accrued expenses and other $ 37,280 $ 37,771 (in thousands) As of January 3, 2021 Note payable – IO notes $ 26,752 $ 23,106 Capital lease 8,487 8,967 Other 1,213 1,509 Total notes payable 36,452 33,582 Less: current portion (8,979) (9,018) Long term portion of notes payable $ 27,473 $ 24,564 (in thousands) Fair value of warrant liabilities as of January 3, 2021 $ 137,612 Loss on remeasurement of warrant liability 21,501 Reclassification of warrant liability to equity for exercised or cancelled warrants (54,713) Fair value of warrant liabilities as of April 4, 2021 104,400 Gain on remeasurement of warrant liability (19,368) Fair value of warrant liabilities as of July 4, 2021 $ 85,032 tothat valuation is based on inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.underwriters’ over-allotment optionfair value measurements fall, as of July 4, 2021:(in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 26,745 $ 0 $ 0 $ 26,745 Total assets $ 26,745 $ 0 $ 0 $ 26,745 Liabilities Commodity contracts $ 0 $ 174 $ 0 $ 174 Interest rate swaps 0 3,744 0 3,744 Private placement warrants 0 85,032 0 85,032 Debt 0 796,308 0 796,308 Total liabilities $ 0 $ 885,258 $ 0 $ 885,258 (in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 46,831 $ 0 $ 0 $ 46,831 Total assets $ 46,831 $ 0 $ 0 $ 46,831 Liabilities Commodity contracts $ 0 $ 248 $ 0 $ 248 Interest rate swaps 0 5,163 0 5,163 Public warrants 52,580 0 0 52,580 Private placement warrants 0 85,032 0 85,032 Debt 0 778,469 0 778,469 Total liabilities $ 52,580 $ 868,912 $ 0 $ 921,492 exercised)$2.8 million and $4.1 million at July 4, 2021 and January 3, 2021, respectively, all of which was recorded by the Company as an off balance sheet arrangement. The maximum amount of future payments the Company could be required to make under the guarantees equates to 25% of the outstanding loan balance up to $2.0 million. These loans are collateralized by the routes for which the loans are made. Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default.Successor (in thousands) Gain on
Cash Flow HedgesBalance as of January 3, 2021 924 Unrealized gain on cash flow hedges 822 Balance as of April 4, 2021 1,746 Unrealized gain on cash flow hedges 607 Balance as of July 4, 2021 $ 2,353 Predecessor (in thousands) Loss on
Cash Flow HedgesBalance as of December 29, 2019 $ 1,408 Unrealized loss on cash flow hedges (7,208) Balance as of March 29, 2020 (5,800) Unrealized loss on cash flow hedges (709) Balance as of June 28, 2020 $ (6,509) independent director nominees owned an aggregatetwenty-six weeks ended June 28, 2020 (Predecessor), respectively. Refunds related to income related taxes were $0.2 million and $0.0 million for the twenty-six weeks ended July 4, 2021 (Successor), and the twenty-six weeks ended June 28, 2020 (Predecessor), respectively. Payments made for income-related taxes were $3.1 million and $0.0 million for the twenty-six weeks ended July 4, 2021 (Successor), and the twenty-six weeks ended June 28, 2020 (Predecessor), respectively. Dividends paid during the twenty-six weeks ended July 4, 2021 (Successor) were $8.1 million, of 195,000 Class B ordinary shares. On October 10, 2018,which $4.3 million was included within the underwriters exercised"accrued expense and other" of the over-allotment optionconsolidated balance sheet as of January 3, 2021. There were accrued dividends as of July 4, 2021 of $3.8 million.4,000,000 Units, and,our allocable share of any taxable income or loss of UBH, as agreed withwell as any standalone income or loss the Company waived their rightgenerates. UBH is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions. Instead, UBH taxable income or loss is passed through to further exerciseits members, including the over-allotment option.Company. Despite its partnership treatment, UBH is liable for income taxes in those states not recognizing its pass-through status and for certain of its subsidiaries not taxed as pass-through entities. The Company has acquired various domestic entities taxed as corporations, which are now wholly-owned by us or our subsidiaries. Where required or allowed, these subsidiaries also file and pay tax as a consolidated group for federal and state income tax purposes. The Company anticipates this structure to remain in existence for the foreseeable future.result, an aggregatesignificant piece of 1,000,000 Founder Shares wereobjective negative evidence evaluated was the twelve-quarter cumulative loss before taxes. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. The Company determined that there is uncertainty regarding the utilization of certain DTA's such as the investment in UBH and state net operating losses where the Company does not expect to continue to have nexus. Therefore, a full valuation allowance has been recorded against the DTA's for which it is more-likely-than-not they will not be realized. The amount of DTA considered realizable; however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth.forfeiture,examination by the Internal Revenue Service and the remaining 500,000 Founder Shares were subsequently surrendered tomajority of the states where the Company by the Sponsor for no consideration on October 19, 2018.
has nexus, and tax years 2016 through 2021 remain open and subject to examination in selected states that have a longer statute of limitations.11COLLIER CREEK HOLDINGSNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSThe Founder Shares will automatically convert into Class A ordinary shares concurrently withimmediately following the consummationpart of a Business Combination, or earlier attax position. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision for income taxes in the optionperiod in which a final determination is made. The Company did not maintain any unrecognized tax benefits as of July 4, 2021 and January 3, 2021, respectively.holder, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities are issued orInternal Revenue Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed issuedto purchase UBH units from the UPA Seller and purchased UBH units from the Continuing Members in connection with the initialBusiness Combination. Following the Business Combination, the Continuing Members may exchange UBH units (along with the forfeiture of a corresponding number of Class V Common Stock of the Company for Class A Common Stock of the Company. The Company intends to treat any such exchanges as direct purchases for U.S. federal income tax purposes, which is expected to further increase its share of the tax basis in the net assets of UBH. The increases in tax basis may reduce the amounts the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.(in thousands) As of July 4, 2021 As of January 3, 2021 Leases $ 9,225 $ 9,335 Less: accumulated depreciation 1,401 526 Leases, net $ 7,824 $ 8,809 (in thousands) 2021 Remaining $ 6,638 2022 11,696 2023 9,337 2024 6,562 2025 5,126 Thereafter 6,274 Total $ 45,633 issuable upon conversion of all Founder Shares will equal, in the aggregate, 20%CCH. All other features of the total numberwarrants remain unchanged. On December 14, 2020, the Company provided notice to the holders of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptionsthe Public Warrants and Forward Purchase Warrants that their warrants would be redeemed in accordance with the original terms on January 14, 2021. As of Class A ordinary shares by public shareholders), includingJuly 4, 2021, all Public Warrants and Forward Purchase Warrants have been exercised (except for the total number of Class A ordinary shares issued or deemed issued, or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,Public Warrants that were redeemed by the Company in connection with or in relationon January 14, 2021). Prior to the consummation of the initial Business Combination (including the Forward Purchase Shares, but not theJanuary 3, 2021, 10,825,664 Public Warrants and Forward Purchase Warrants (both as defined below)), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversionwere exercised. As of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.The holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except to certain permitted transferees). Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up.Private Placement WarrantsOn October 10, 2018, the Company soldJuly 4, 2021, there were 7,200,000 Private Placement Warrants to the Sponsor at $1.50 per warrant, generating gross proceedsoutstanding. As of $10.8 million in the Private Placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the net proceeds from the Private Placement was added to the proceeds from the InitialJanuary 3, 2021, there were 4,575,645 Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, theWarrants, 432,000 Forward Purchase Warrants, and 7,200,000 Private Placement Warrants will expire worthless.Related Parties LoansThe Company’s Sponsor had agreed to loan the Company up to $200,000 to be used for the payment of costs related to the Initial Public Offering (the “Note”). The Note was non-interest bearing, unsecured and was due on the earlier of December 31, 2018 or the closing of the Initial Public Offering. As of September 30, 2018, the Company borrowed $155,000 under the Note. The Company fully repaid the Note on October 17, 2018.Administrative Service FeeThe Company agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, and secretarial and administrative services.Forward Purchase AgreementsOn September 7, 2018, the Company entered into forward purchase agreements with the Sponsor and the Company’s independent director nominees (the “Forward Purchase Agreements”) which provide for the purchase of an aggregate of 3,500,000 Class A ordinary shares (the “Forward Purchase Shares”), plus an aggregate of 1,166,666 redeemable warrants (the “Forward Purchase Warrants”) to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $35,000,000, or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants will have the same terms as the Public Warrants. These purchases will be made regardless of whether any Class A ordinary shares are redeemed by public shareholders. The Forward Purchase Shares and Forward Purchase Warrants will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of Forward Purchase Shares may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company.
outstanding.12COLLIER CREEK HOLDINGSNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSNOTE 5. COMMITMENTS & CONTINGENCIESRegistration Rights holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversionthe shares of working capital loans (and any Class A ordinary sharesCommon Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Pursuant to the Forward Purchase Agreements, the Company has agreed to use its commercially reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Sponsor and all of the independent directors or their respective assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act. In addition, the Forward Purchase Agreements provide these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company.Underwriting AgreementThe Company granted the underwriters a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 6,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 10, 2018, the underwriters exercised this option in respect of 4,000,000 Units and, as agreed with the Company, the underwriters waived their right to further exercise the option.The underwriters were entitled to an underwriting discount of $0.20 per unit, or $8.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or $15.4 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Deferred Legal FeesThe Company is obligated to pay deferred legal fees of $50,000 upon the consummation of an initial Business Combination for services performed in connection with the Initial Public Offering. If no Business Combination is consummated, the Company will not be obligated to pay such fee.NOTE 6. SHAREHOLDERS’ EQUITYClass A Ordinary Shares — The Company is authorized to issue 400,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2018, there were no Class A ordinary shares issued or outstanding.13COLLIER CREEK HOLDINGSNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSClass B Ordinary Shares — The Company is authorized to issue 50,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. On May 2, 2018, 2,875,000 Class B ordinary shares were issued and outstanding. On September 7, 2018, the Company effected a share capitalization resulting in an aggregate of 10,937,500 Class B ordinary shares outstanding. On October 4, 2018, the Company effected a share capitalization resulting in an aggregate of 12,375,000 Class B ordinary shares outstanding. All shares and the associated amounts have been retroactively restated to reflect the aforementioned share capitalizations in the accompanying financial statements. As of September 30, 2018, there were 12,375,000 Class B ordinary shares outstanding (including 500,000 shares surrendered to the Company by the Sponsor for no consideration on October 19, 2018 in connection with the partial exercise of the underwriters’ over-allotment option).The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued or deemed issued, or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the Forward Purchase Shares, but not the Forward Purchase Warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of working capital loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. At September 30, 2018, there were no preferred shares issued or outstanding.Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of athe Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will beare exercisable on a cashless basis, at the holder’s option, and are non-redeemable by the Company so long as they are held by the initial purchasers or such purchasers’their permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholdersinitial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.14COLLIER CREEK HOLDINGSNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSmay callis taking necessary preventive actions and implementing additional measures to protect its warrants for redemption (except with respectemployees who are working on site. Generally, producers of food products, including salty snacks, have been deemed “essential industries” by federal, state, and local governments and are exempt from certain COVID-19-related restrictions on business operations. The Company continues to the Private Placement Warrants):·in wholemonitor customer and consumer demands, and intends to adapt its plans as needed to continue to meet these demands. The event is still ongoing, and not in part;·at a price of $0.01 per warrant;·upon a minimum of 30 days’ prior written notice of redemption; and·if, and only if, the last reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.Additionally, commencing ninety days after the Public Warrants become exercisable, the Company may redeem itscontinues to evaluate the financial impact.warrants (except with respect toon July 4, 2021 and January 3, 2021, respectively. Upon the Private Placement Warrants) in whole and not in part, forClosing of the numberBusiness Combination, all shares of CCH Class A ordinary shares, determined by referenceincluding 3,500,000 Forward Purchase Class A Ordinary Shares of CCH that were issued at the Closing of the Business Combination as part of the Forward Purchase Agreement discussed below, and Class B ordinary shares, less shareholder redemptions, were converted on a 1-for-one basis into shares of Class A Common Stock, including 2,000,000 shares of Class B Common Stock initially issued to the table set forth inSponsor, which immediately vested upon the Company’s prospectus relatingClosing of the Business Combination and converted into shares of Class A Common Stock of the Company.Initial Public Offering based onContinuing Members in connection with the redemption dateClosing of the Business Combination, as described in Note 2, “Acquisitions”. Each of the Continuing Members' common limited liability company units of UBH along with a share of Class V Common Stock may be exchanged for one share of Class A Common Stock of the Company upon certain restrictions being satisfied, as described in Note 2. “Acquisitions”. As of July 4, 2021 and January 3, 2021, there were 60,349,000 shares of Class V Common Stock outstanding.“fair market value”Closing of the Business Combination and pursuant to a Forward Purchase Agreement entered into between CCH and each of the Sponsor and CCH’s independent directors, CCH consummated the sale and issuance of 3,500,000 shares issued pursuant to the Forward Purchase Agreements and Forward Purchase Warrants to acquire up to 1,166,666 Class A ordinary shares upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $10.00CCH at $11.50 per share, (as adjusted per share splits, share dividends, reorganizations, recapitalizations andfor aggregate proceeds of $35,000,000 that were used to fund the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The “fair market value” of the Class A ordinary shares is the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.The exercise price and number of Class A ordinary shares issuableBusiness Combination (excluding proceeds paid upon exercise of the warrants may be adjusted in certain circumstances including inForward Purchase Warrants)..eventweighted average number of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuanceshares of Class A ordinaryCommon Stock issued and outstanding during the Successor period. Diluted earnings per share is based on the weighted average number shares at a price below its exercise price. Additionally, in no event willof Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive stock-based awards outstanding during the Successor period.be requireddetermined that the calculation of earnings per membership unit results in values that are not a valuable metric to net cash settleusers of these consolidated financial statements. Therefore, EPS information is omitted for the warrants shares. IfPredecessor periods.Successor (in thousands, except share data) Thirteen weeks ended July 4, 2021 Basic earnings per share: Numerator: Net income attributable to controlling interest $ 17,579 Dividends and income related to participating stock-based compensation awards (384) Net income attributable to common stockholders $ 17,195 Denominator: Weighted average Class A Common Stock shares, basic and diluted 76,500,488 Basic earnings per share $ 0.22 Diluted earnings per share: Numerator: Net income attributable to common stockholders $ 17,579 Dividends and income related to participating stock-based compensation awards (384) Net income attributable to common stockholders $ 17,195 Denominator: Weighted average Class A Common Stock shares, basic 76,500,488 Dilutive securities included in diluted earnings per share calculation: Warrants 3,870,564 RSUs 983,648 PSUs 142,541 Stock options 234,815 Total diluted weighted average shares 81,732,056 Diluted earnings per share $ 0.21 Class V Common Stock not subject to earnings per share calculation 60,349,000 Net loss attributable to noncontrolling interest $ 1,400 Successor (in thousands, except share data) Twenty-six weeks ended July 4, 2021 Basic and diluted earnings per share: Numerator: Net loss attributable to controlling interest $ (4,950) Dividends related to participating stock-based compensation awards (170) Net loss attributable to common stockholders $ (5,120) Denominator: Weighted average Class A Common Stock shares, basic 76,213,746 Basic and diluted earnings per share $ (0.07) Anti-dilutive securities excluded from diluted earnings per share calculation: Warrants 3,955,978 RSUs 1,348,026 PSUs 142,541 Stock options 230,542 Total weighted average anti-dilutive shares 5,677,087 Class V Common Stock not subject to earnings per share calculation 60,349,000 Net loss attributable to noncontrolling interest $ 2,220 is unable to complete a Business Combination withinand, therefore, are not participating securities. Additionally, none of the Combination Period andstock-based compensation awards participated in earnings or losses of the Company liquidatesfor the fundstwenty-six weeks ended July 4, 2021 (Successor). As such, basic and diluted earnings per share calculations under the two-class method were not required. At July 4, 2021, the Continuing Members held in60,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of common limited liability company units of UBH, which comprise the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.NOTE 7.noncontrolling interest.evaluatedperformed a review of events subsequent events and transactions that occurred afterto the balance sheet date through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequentissued and determined that there were no such events that would have required adjustmentrequiring recognition or disclosure in the financial statements.15Operations.References to the “Company,” “Collier Creek Holdings,” “our,” “us” or “we” refer to Collier Creek Holdings. Operationsthe Company’sour financial condition and results of operations should be read in conjunction with theour unaudited condensedcombined interim consolidated financial statements as of and for the notes thereto contained elsewhere in this report. Certain information contained in the discussionthirteen and analysistwenty-six weeks ended July 4, 2021 (Successor), together with our audited combined consolidated financial statements for our most recently completed fiscal year set forth below includesunder Item 8 of our 2020 Form 10-K/A. This discussion contains forward-looking statements that involve risks and uncertainties.Cautionary Note Regarding Forward-Looking StatementsThis Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our Our actual results levels of activity, performance or achievements to becould differ materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.those discussed below. Factors that mightcould cause or contribute to such a discrepancydifferences include, but are not limited to, those describedidentified below and those discussed in Item 1A “Risk Factors” of our 2020 Form 10-K/A and other U.S. Securitiesfilings under the Exchange Act.Exchange Commission (“SEC”) filings.blank checkleading manufacturer, marketer, and distributor of high-quality, branded snacking products in the United States. We produce a broad offering of salty snacks, including potato chips, pretzels, cheese snacks, veggie snacks, pork skins, pub/party mixes, and other snacks. Our iconic portfolio of authentic, craft, and “better for you” brands, which includes Utz®, ON THE BORDER®, Zapp’s®, Golden Flake®, Good Health®, Boulder Canyon®, Hawaiian® Brand, and TORTIYAHS!®, among others, enjoys strong household penetration in the United States, where our products can be found in approximately 49% of U.S. households. We operate 15 manufacturing facilities with a broad range of capabilities, and our products are distributed nationally to grocery, mass merchant, club, convenience, drug and other retailers through direct shipments, distributors, and more than 1,600 direct-store-delivery (“DSD”) routes. Our company incorporatedwas founded in 1921 in Hanover, Pennsylvania, and benefits from 100 years of brand awareness and heritage in the salty snack industry. We have historically expanded our geographic reach and product portfolio organically and through acquisitions. Based on April 30, 2018 (date2020 retail sales, we are the second-largest producer of inception)branded salty snacks in our core geographies, where we have acquired strong regional brands and distribution capabilities in recent years.Cayman Islands exempted company for the purposeresult of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although we are not limitednew issuance by UBH and purchases from UBH’s existing equity holders pursuant to a particular industry or geographic region for purposes of consummating a Business Combination we intend to focus on the consumer goods industryAgreement, dated as of June 5, 2020 (the “Business Combination Agreement”) among CCH, UBH and related sectors. Our sponsor is Collier CreekSeries U of UM Partners, LLC (“Series U”) and Series R of UM Partners, LLC (“Series R” and together with Series U, the “Continuing Members”), following the approval at the extraordinary general meeting of the shareholders of CCH held on August 27, 2020.Delaware limited liability company (the “Sponsor”).The registrationresult of the Business Combination, UBI’s financial statement presentation distinguishes UBH as the “Predecessor” for our initial public offering (the “Initial Public Offering”) was declared effective onOctober 4, 2018.On October 10, 2018, we consummated the Initial Public Offering of 44,000,000 units (“Units” and, with respectperiods prior to the Class A ordinary shares includedclosing of the Business Combination. UBI, which includes consolidation of UBH subsequent to the Business Combination, is the “Successor” for periods after the closing of the Business Combination. As a result of the application of the acquisition method of accounting in the Units being offered,Successor period, the “Public Shares”), includingfinancial statements for the issuance of 4,000,000 UnitsSuccessor period are presented on a full step-up basis as a result of the underwriters’ partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $440 million, and incurring offering costs of approximately $25.04 million, inclusive of $15.45 million in deferred legal fees and underwriting commissions. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”)of 7,200,000 warrants (“Private Placement Warrants”) at a price of $1.50 per warrant to our Sponsor, generating gross proceeds of $10.8 million. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share.Upon the closing of the Initial Public Offering and Private Placement, $440 million($10.00 per Unit) of the net proceeds of the Initial Public Offering and the Private Placement were placed in a trust account (the “Trust Account”) and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination, and (ii)are therefore not comparable to the distributionfinancial statements of the Trust Account.
Predecessor period that are not presented on the same full step-up basis due to the Business Combination.16broad discretiongrown retail sales at an approximately 5.7% compound annual growth rate (“CAGR”) over the last four years, including the increased in-home consumption of salty snacks due to COVID-19 during 2020. During fiscal 2020, snacking occasions surged as consumers increasingly seek out convenient, delicious snacks for both on-the-go and at-home lifestyles. According to data from the Hartman Group, The Consumer Goods Forum, and IRI, approximately 50% of U.S. eating occasions are snacks, with 95% of the U.S. population snacking daily and the average American snacking 2.7 times per day based upon the latest available IRI data. Additionally, the salty snacks category has historically benefited from favorable competitive dynamics, including low private label penetration and category leaders competing primarily through marketing and innovation. We expect these consumer and category trends to continue to drive strong retail sales growth for salty snacks.the specific applicationeach of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied toward consummating an initial Business Combination.If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.Results of Operationsentire activity since inception up to September 30, 2018 was in preparation for our formation and the Initial Public Offering. We will not generate any operating revenues until the closing and completion of our initial Business Combination.For the three months ended September 30, 2018 and for the period from April 30, 2018 (inception) through September 30, 2018, we had a net loss of $10 and approximately $6,800, respectively, which consisted solely ofcosts include raw materials, labor, manufacturing overhead, selling, distribution, general and administrative expenses.Liquidity We manage these expenses through annual cost saving and Capital ResourcesAs indicated in the accompanying unaudited condensed financial statements, at September 30, 2018,productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax optimization. Additionally, we had approximately $40,500 in cash, and working capital deficit of approximately $622,000. Upon closing of the Initial Public Offering, we had approximately$2.03 million held outside of the Trust Account.Our liquidity needs have been satisfied through receipt of a $25,000 capital contribution frommaintain ongoing efforts led by our Sponsor in exchange for the issuance of the Founder Shares (as defined below)project management office, to expand our profitability, including implementing significant reductions to our Sponsoroperating cost structure in both supply chain and up to $200,000overhead costs.loans available from our Sponsor under a promissory note (the “Note”). As of September 30, 2018, we had borrowed $155,000 under the Note. We fully repaid the Note on October 17, 2018.Related Party TransactionsFounder SharesOn May 2, 2018, we issued 2,875,000 shares of Class B ordinary shares to our Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. On September 7, 2018, we effected a share capitalization resulting in the Sponsor holding an aggregate of 10,937,500 Founder Shares. On September 10, 2018, the Sponsor transferred 45,000, 45,000, 52,500 and 52,500 Founder Shares to each of Antonio F. Fernandez, Matthew M. Mannelly, William D. Toler and Craig D. Steeneck, respectively, our independent director nominees. On October 4, 2018, we effected a share capitalization resulting in an aggregate of 12,375,000 Founder Shares. Of these, our Sponsor owned an aggregate of 12,180,000 Class B ordinary shares (up to 1,500,000 of which were subject to forfeiture by the Sponsor for no consideration after the closing of the Initial Public Offering depending on the extent to which the underwriters’ over-allotment option was exercised) and the independent director nominees owned an aggregate of 195,000 Class B ordinary shares. On October 10, 2018, the underwriters partially exercised the over-allotment option; thus, an aggregate of 1,000,000 Founder Shares were no longer subject to forfeiture, and the remaining 500,000 Founder Shares were subsequently surrendered to us by our Sponsor for no consideration on October 19, 2018.17The Founder Shares will automatically convert into Class A ordinary shares upon the consummation of a Business Combination, or earlier at the option of the holder, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued or deemed issued, or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by us in connection with or in relationresponse to the consummation of the initial Business Combination (including the Forward Purchase Shares, but not the Forward Purchase Warrants (both as defined below)), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.The holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date onCoronavirus outbreak, which we complete a liquidation, merger, share exchange oramong other similar transaction after the initial Business Combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except to certain permitted transferees). Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up.Private PlacementSimultaneously with the closing of the Initial Public Offering, we consummated the Private Placementof 7,200,000 Private Placement Warrants at a price of $1.50 per warrant to our Sponsor, generating gross proceeds of $10.8 million. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.Related Party LoansUnder the Note, our Sponsor could loan us up to $200,000 to be used for the payment of costs related to the Initial Public Offering. The Note was non-interest bearing, unsecured and was due on the earlier of December 31, 2018 or the closing of the Initial Public Offering. As of September 30, 2018, we had borrowed $155,000 under the Note. We fully repaid the Note on October 17, 2018.In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.Administrative Service FeeWe agreed, commencing on the effective date of the Initial Public Offering through the earlier of our consummation of a Business Combination and its liquidation, to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space and secretarial and administrative services.18Forward Purchase AgreementsOn September 7, 2018, we entered into forward purchase agreements with the Sponsor and our independent director nominees (the “Forward Purchase Agreements”) which provide for the purchase of an aggregate of 3,500,000 Class A ordinary shares (the “Forward Purchase Shares”), plus an aggregate of 1,166,666 redeemable warrants (the “Forward Purchase Warrants”) to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $35,000,000, or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants will have the same terms as the Public Warrants. These purchases will be made regardless of whether any Class A ordinary shares are redeemed by public shareholders. The Forward Purchase Shares and Forward Purchase Warrants will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of Forward Purchase Shares may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company.Contractual ObligationsRegistration RightsThe holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering. The holdersthings contains numerous income tax provisions. Some of these securitiestax provisions are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.Pursuant to the Forward Purchase Agreements, we have agreed to use our commercially reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement with the SECeffective retroactively for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Sponsor and all of the independent director nominees or their respective assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act. In addition, the Forward Purchase Agreements provide these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by us.Underwriting AgreementWe granted the underwriters a 45-day option fromyears ending before the date of enactment. We deferred $7.8 million of payroll tax deposits per the prospectus relatingCARES Act. The deferred payroll taxes must be deposited in two installments, with half due on December 31, 2021 and the remainder on December 31, 2022. We continue to evaluate the Initial Public Offering to purchase up to 6,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 10, 2018, the underwriters exercised this option in respect of 4,000,000 Units, and, as agreed with the Company, the underwriters waived their right to further exercise the over-allotment option.The underwriters were entitled to an underwriting discount of $0.20 per unit, or $8.8 million in the aggregate, paid upon the closingimpact of the Initial Public Offering. In addition, the underwriters were entitledCARES Act; however, we believe it is unlikely to a deferred underwriting commission of $0.35 per unit, or $15.4 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.19Deferred Legal FeesWe are obligated to pay deferred legal fees of $50,000 upon the consummation of an initial Business Combination for services performed in connection with the Initial Public Offering. If no Business Combination is consummated, we will not be obligated to pay such fees.Off-Balance Sheet ArrangementsAs of September 30, 2018, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.JOBS ActOn April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.Recent Accounting PronouncementsIn August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of shareholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. We anticipate our first presentation of changes in shareholders' equity will be included in our Form 10-Q for the quarter ended March 31, 2019.Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial position, results of operations, and cash flow.Successor Predecessor Successor Predecessor (in thousands) Thirteen weeks ended July 4, 2021 Thirteen weeks ended June 28, 2020 Twenty-six weeks ended July 4, 2021 Twenty-six weeks ended June 28, 2020 Net sales $ 297,919 $ 241,977 $ 567,101 $ 470,006 Cost of goods sold 202,359 157,096 376,300 305,111 Gross profit 95,560 84,881 190,801 164,895 Selling, general and administrative expenses Selling 64,439 49,598 121,167 97,931 General and administrative 29,041 18,484 58,974 38,424 Total selling, general and administrative expenses 93,480 68,082 180,141 136,355 Gain on sale of assets Gain on disposal of property, plant and equipment 607 25 904 93 Gain on sale of routes, net 1,682 627 2,104 1,031 Total gain on sale of assets 2,289 652 3,008 1,124 Income from operations 4,369 17,451 13,668 29,664 Other income (expense) Interest expense (7,896) (9,987) (18,757) (19,630) Other income 758 259 1,476 839 Gain (loss) on remeasurement of warrant liability 19,368 — (2,133) — Other income (expense), net 12,230 (9,728) (19,414) (18,791) Income (loss) before taxes 16,599 7,723 (5,746) 10,873 Income tax expense 420 1,171 1,424 2,629 Net income (loss) 16,179 6,552 (7,170) 8,244 Net loss attributable to noncontrolling interest 1,400 — 2,220 — Net income (loss) attributable to controlling interest $ 17,579 $ 6,552 $ (4,950) $ 8,244 Successor Predecessor Successor Predecessor (dollars in millions) Thirteen weeks ended July 4, 2021 Thirteen weeks ended June 28, 2020 Twenty-six weeks ended July 4, 2021 Twenty-six weeks ended June 28, 2020 Net Income (Loss) $ 16.2 $ 6.6 $ (7.2) $ 8.2 Plus non-GAAP adjustments: Income Tax Expense 0.4 1.2 1.4 2.6 Depreciation and Amortization 19.1 9.0 38.6 17.9 Interest Expense, Net 7.9 10.0 18.8 19.6 (0.4) (0.6) (1.3) (0.9) EBITDA 43.2 26.2 50.3 47.4 2.8 1.7 7.0 2.8 2.0 3.9 3.9 9.1 6.5 0.8 9.8 2.4 0.6 — 0.6 0.1 (19.4) — 2.1 — Adjusted EBITDA 35.7 32.6 73.7 61.8 Adjusted EBITDA as a % of Net Sales 12.0% 13.5% 13.0% 13.2% — 0.3 — 0.6 — 0.6 — 0.9 — 16.2 — 25.9 1.0 1.8 2.6 3.1 Further Adjusted EBITDA $ 36.7 $ 51.5 $ 76.3 $ 92.3 Successor Predecessor (in thousands) Twenty-six weeks ended July 4, 2021 Twenty-six weeks ended June 28, 2020 Net cash (used in) provided by operating activities $ (44) $ 20,313 Net cash used in investing activities (70,543) (18,011) Net cash provided by (used in) financing activities 50,501 (7,384) 3. Quantitative7A. "Quantitative and Qualitative Disclosures About Market RiskAs of September 30, 2018, we were not subject to any market or interest rate risk. Following the consummationRisk" of our Initial Public Offering,Annual Report on Form 10-K/A for the net proceeds of our Initial Public Offering, including amounts in the Trust Account, were invested in U.S. government treasury bills, notes or bonds or in certain moneyyear ended January 3, 2021. Our exposures to market funds that invest solely in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.Werisk have not engaged in any hedging activitieschanged materially since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.ItemControls and ProceduresUndersupervisionExchange Act is properly and with the participation oftimely reported and communicated to our management, including our principal executive officerChief Executive Officer and principal financial and accounting officer, we conducted an evaluation ofChief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.end of the fiscal quarter ended September 30, 2018, as such term is defined in Rules 13a-15(e)participation, and 15d-15(e) under the Exchange Act.supervision, of our management, including our Chief Executive Officer and Chief Financial Officer. Based onupon this evaluation, our chief executive officerChief Executive Officer and chief financial officer hasChief Financial Officer concluded that, during the period covered by this report,as of July 4, 2021, our disclosure controls and procedures were effective.
ineffective due to the material weakness described below.20Disclosure controlsprocedures are designedwe did not adequately review or oversee the work of external specialists to ensure that information required to be disclosed byassist us in the preparation of our Exchange Act reports is recorded, processed, summarized,financial statements and reported within the time periods specifiedin our compliance with SEC reporting obligations.SEC’s rulesprocess of remediating the material weakness identified by standardizing our controls over accounting and forms,financial reporting and that such information is accumulatedformalizing our review process related to non-routine transactions and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.There was no change ininternal control over financial reporting that occurred during thefirst fiscal quarter ended September 30, 2018 covered byApril 3, 2021, we completed a multi-year implementation plan to go live with a new Enterprise Resource Planning (ERP) system. This system improves upon and consolidates certain processes and controls and increases efficiency. As mentioned above, we are in the process of evaluating the design and operating effectiveness of key financial reporting controls, as part of the remediation of the material weakness described above, and our overall control environment, including the automated controls resulting from this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.II—II – OTHER INFORMATIONItem 1.Legal ProceedingsNone.Item 1A.Risk FactorsAsthe date of thisour Annual Report thereon Form 10-K/A filed on May 13, 2021. There have been no material changes to theour risk factors disclosed in our final prospectus filed withsince the SEC on October 5, 2018.Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered SecuritiesUnregistered SalesOn May 2, 2018, the Company issued 2,875,000 Founder Shares in exchange for a capital contribution of $25,000. On September 7, 2018, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 10,937,500 Founder Shares. On September 10, 2018, the Sponsor transferred 45,000, 45,000, 52,500 and 52,500 Founder Shares to each of Antonio F. Fernandez, Matthew M. Mannelly, William D. Toler and Craig D. Steeneck, respectively, the Company’s independent director nominees. On October 4, 2018, the Company effected a share capitalization resulting in an aggregate of 12,375,000 Founder Shares. Of these, the Sponsor owned an aggregate of 12,180,000 Class B ordinary shares (up to 1,500,000 of which were subject to forfeiture by the Sponsor for no consideration after the closingfiling of the Initial Public Offering depending on the extent to which the underwriters’ over-allotment option was exercised) and the independent director nominees owned an aggregate of 195,000 Class B ordinary shares. On October 10, 2018, the underwriters partially exercised the over-allotment option; thus, an aggregate of 1,000,000 Founder Shares were no longer subject to forfeiture, and the remaining 500,000 Founder Shares were subsequently surrendered to the Company by the Sponsor for no consideration on October 19, 2018. The sale of the Founder Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.The Sponsor purchased an aggregate of 7,200,000 whole Private Placement Warrants at a price of $1.50 per whole warrant in a Private Placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants are substantially similar to the warrants underlying the Units issued in the Initial Public Offering, except that they are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. The sale of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Form 10-K/A.21Use of ProceedsOn October 10, 2018, we consummated the Initial Public Offering of 44,000,000 Units, including the issuance of 4,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $440 million. Following the closing of the Initial Public Offering and the Private Placement, $431,200,000 (which amount includes $15,400,000 of the underwriters’ deferred discount) was placed in the Trust Account.There has been no material change in the planned use of proceeds from such use as described in the Company’s final prospectus (File No. 333-227295), dated October 4, 2018, which was declared effective by the SEC on October 4, 2018.Item 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationNone.Item 6.Exhibits.ExhibitNumberDescriptionExhibit Number Exhibit Description 32.1*Co-Executive Chairman (PrincipalChief Executive Officer and Principal Financial and Accounting Officer) Pursuantpursuant to 18 U.S.C. Section 1350, as Adopted Pursuantadopted to Section 906 of theSarbanes-Oxley Act of 2002.101.INS* Inline XBRL Instance Document. 101.INS101.SCH*XBRL Instance Document101.SCHInline XBRL Taxonomy Extension Schema DocumentDocument.101.CAL* 101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument.101.DEF* 101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentDocument.101.LAB* 101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentDocument.101.PRE* 101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document *104*These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Cover Page Interactive Data File (formatted as Inline XBRL and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by referencecontained in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.Exhibit 101)22* Filed herewith ** Furnished herewith authorized on this 16th day of November, 2018.
authorized.COLLIER CREEK HOLDINGSBy:/s/ Jason K. GiordanoName: Jason K. GiordanoTitle: Co-Executive Chairman23