Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Class A Common Stock is traded on NYSE under the symbol “UTZ”. As of March 16, 2021, the closing price for our Class A Common Stock was $25.90.
Market price information regarding our Class V Common Stock and Common Company Units is not provided because there is no public market for our Class V Common Stock or our Common Company Units. Subject to certain timing restrictions a Common Company Unit can be exchanged, together with the forfeiture of a share of Class V Common Stock, for a share of Class A Common Stock.
Holders
As of January 3, 2021, there were 31 holders of record of our Class A Common Stock and two holders of record of our Class V Common Stock. The number of record holders does not include beneficial owners of our securities whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
Our Board of Directors has adopted a dividend policy, pursuant to which we will make quarterly dividends on the Class A Common Stock, to the extent our Board of Directors determines that we have available cash, available borrowings and other funds legally available therefor, taking into account the retention of any amounts necessary to satisfy our obligations that will not be reimbursed by UBH, taxes and under the TRA, and any restrictions contained in any applicable bank financing agreement by which we or our subsidiaries are bound. Pursuant to the dividend policy, on September 10, 2020, our Board of Directors declared a cash dividend of $0.05 per share on our Class A Common Stock, to the stockholders of record on September 21, 2020. Payment of the dividend was executed on October 13, 2020. In addition, on December 10, 2020 our Board of Directors declared a cash dividend of $0.05 per share on our Class A Common Stock and an additional cash dividend in the aggregate amount of approximately $0.8 million, equating to approximately $0.01 per share, to the stockholders of record on December 21, 2020. Payment of the dividend was executed on January 11, 2021.
Our Board of Directors expects to declare and pay a dividend on the outstanding shares of Class A Common Stock in an aggregate amount of no less than $0.20 per share of Class A Common Stock, per annum, with respect to the four fiscal quarters immediately following closing of the Business Combination (such dividend amount subject to adjustment for stock splits, reverse splits and other similar matters), including such dividends described above.
Notwithstanding the foregoing, we will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. We are a holding company without any direct operations and have no significant assets other than our ownership interest in UBH. Accordingly, our ability to pay dividends depends upon the financial condition, liquidity and results of operations of, and our receipt of dividends, loans or other funds from, our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to make funds available to us. In addition, there are various statutory, regulatory and contractual limitations and business considerations on the extent, if any, to which our subsidiaries may pay dividends, make loans or otherwise provide funds to us. For example, the ability of our subsidiaries to make distributions, loans and other payments to us for the purposes described above and for any other purpose may be limited by the terms of the agreements governing our outstanding indebtedness. The declaration and payment of dividends is also at the discretion of our Board of Director and depends on various factors including our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our Board of Directors.
In addition, under Delaware law, our Board of Directors may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then-current and/or immediately preceding fiscal year.
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Securities Authorized for Issuance under Equity Compensation Plan
See “Equity Compensation Plan Information” included in Section 12 of this Form 10-K
Performance
The following graph compares the total shareholder return from November 26, 2018, the date on which our Class A common shares commenced trading on the NYSE, through January 3, 2021 of (i) our Class A Common Stock, (ii) the Standard and Poor's 500 Stock Index (“S&P 500 Index”) and (iii) the Standard and Poor’s Packaged Foods & Meats Index. The stock performance graph and table assume an initial investment of $100 on August 28, 2020, and that all dividends of the S&P 500 Index and S&P Packaged Food & Meats Index, were reinvested. The performance graph and table are not intended to be indicative of future performance. The performance graph and table shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933 or the Exchange Act.
*Assumes $100 was invested on November 26, 2018, the day on which our Class A Common Stock commenced trading on the NYSE (which, prior to our domestication to a Delaware corporation in connection with the Business Combination, were referred to Class A Ordinary Shares).
Item 6. Selected Financial Data
The selected financial information presented below for each of the last three years, was derived from our Consolidated Financial Statements. This information should be read in conjunction with our Consolidated Financial Statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
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Successor Predecessor
(in thousands, except share data) From
August 29, 2020
through
January 3, 2021 From
December 30, 2019
through
August 28, 2020 Year Ended December 29, 2019 Year Ended December 30, 2018
Statement of operations:
Net Revenue $ 325,648 $ 638,662 $ 768,228 $ 772,035
Gross Profit 105,671 227,067 253,798 266,705
Net (loss) income (16,050) 3,420 (13,364) (27,644)
Earnings per common share attributable to:
Basic and Diluted Class A share $ (0.13)
Balance sheet:
Total assets $ 2,584,164 $ 791,236 $ 778,547 $ 640,670
Current and Non-current portion of term debt 778,469 637,105 640,125 646,392