What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-12 compared with 2021-08-12 · 208 added, 140 removed, 749 unchanged (32% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

July 4, 2021 and January 3, 2021

October 3, 2021 and January 3, 2021

(In thousands, except share information)

October 3, 2021

As of January 3, 2021

33 unchanged sentences

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.

77,570,422 and 71,094,714 shares issued and outstanding as of October 3, 2021 and January 3, 2021, respectively.

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.

59,349,000 and 60,349,000 shares issued and outstanding as of October 3, 2021 and January 3, 2021, respectively.

Additional paid-in capital 959,748 793,461

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen and twenty-six weeks ended July 4, 2021 and June 28, 2020

For the fiscal periods ended October 3, 2021, September 27, 2020 and August 28, 2020

(In thousands, except share information)

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

Successor Predecessor

Thirteen weeks ended October 3, 2021 Thirty-nine weeks ended October 3, 2021 From

August 29, 2020

September 27, 2020 From

June 29, 2020

August 28, 2020 From

December 30, 2019

August 28, 2020

Net sales $ 312,680 $ 879,781 $ 79,372 $ 168,656 $ 638,662

6 unchanged sentences

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

Gain (loss) on disposal of property, plant and equipment, net 60 964 5 ( 14 ) 79

(Loss) gain on sale of routes, net ( 1,103 ) 1,001 59 233 1,264

Total (loss) gain on sale of assets ( 1,043 ) 1,965 64 219 1,343

Income (loss) from operations 2,875 16,543 ( 1,179 ) 3,117 32,781

Other income (expense)

Interest expense ( 7,726 ) ( 26,483 ) ( 1,818 ) ( 7,029 ) ( 26,659 )

Other income 758 259 1,476 839

Other income (expense) 740 2,216 ( 2,323 ) 432 1,271

Gain (loss) on remeasurement of warrant liability 36,288 34,155 ( 18,008 ) — —

1 unchanged sentence

Income (loss) before income tax expense 32,177 26,431 ( 23,328 ) ( 3,480 ) 7,393

Income tax expense 420 1,171 1,424 2,629

Income tax expense (benefit) 827 2,251 ( 2,889 ) 1,344 3,973

Net income (loss) 31,350 24,180 ( 20,439 ) ( 4,824 ) 3,420

13 unchanged sentences

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

For the thirteen and twenty-six weeks ended July 4, 2021 and June 28, 2020

For the fiscal periods ended October 3, 2021, September 27, 2020 and August 28, 2020

(In thousands, except share data)

5 unchanged sentences

Distributions to members ( 5,196 ) — — ( 5,196 )

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 )

Net loss ( 4,824 ) — — ( 4,824 )

Other comprehensive income — 454 — 454

Distributions to members ( 1,219 ) — — ( 1,219 )

Balance at August 28, 2020 $ ( 37,755 ) $ ( 6,055 ) $ — $ ( 43,810 )

The accompanying notes are an integral part of these consolidated financial statements.

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

For the fiscal periods ended October 3, 2021, September 27, 2020 and August 28, 2020

(In thousands, except share data)

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 August 29, 2020 57,369,050 $ 6 57,765,978 $ 6 $ 472,329 $ ( 134,331 ) $ — 338,010 $ 950,768 $ 1,288,778

Conversion of Restricted Sponsor Shares 2,000,000 — — — — — — — —

Conversion of Continuing Members' Retained Restricted Units — 3,483,022 — — — — — —

Share-based compensation — — 1,058 — — 1,058 — 1,058

Net loss — — — ( 18,119 ) — ( 18,119 ) ( 2,320 ) ( 20,439 )

Other comprehensive income — — — — 252 252 — 252

Cash dividends ($ 0.05 per share of

Class A Common

— — — ( 2,968 ) — ( 2,968 ) — ( 2,968 )

Distribution to noncontrolling interest — — — — — — ( 3,089 ) ( 3,089 )

Balance at September 27, 2020 59,369,050 $ 6 61,249,000 $ 6 $ 473,387 $ ( 155,418 ) $ 252 $ 318,233 $ 945,359 $ 1,263,592

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

3 unchanged sentences

Other comprehensive income — — — — 1,429 1,429 — 1,429

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

Cash dividends ($ 0.10 per share of

Class A Common

— — — ( 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

Stock-based compensation — — 2,041 — — 2,041 — 2,041

Net income — — — 17,579 — 17,579 ( 1,400 ) 16,179

Exchange 1,000,000 — ( 1,000,000 ) — 12,949 — — 12,949 ( 12,949 ) —

Net income (loss) — — — 33,252 — 33,252 ( 1,902 ) 31,350

Other comprehensive income — — — — 686 686 — 686

Cash dividends — — — ( 7,645 ) — ( 7,645 ) — ( 7,645 )

Cash dividends ($ 0.05 per share of

Class A Common

— — — ( 3,829 ) — ( 3,829 ) — ( 3,829 )

Distribution to noncontrolling interest — — — — — — ( 3,131 ) ( 3,131 )

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

Balance at October 3, 2021 77,570,422 $ 8 59,349,000 $ 6 $ 959,748 $ ( 224,662 ) $ 3,039 $ 738,139 $ 768,249 $ 1,506,388

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the twenty-six weeks ended July 4, 2021 and June 28, 2020

For the fiscal periods ended October 3, 2021, September 27, 2020 and August 28, 2020

(In thousands)

Successor Predecessor

Twenty-six weeks ended July 4, 2021 Twenty-six weeks ended June 28, 2020

Thirty-nine weeks ended October 3, 2021 From

August 29, 2020

September 27, 2020 From

December 30, 2019

August 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:

Net income (loss) $ 24,180 $ ( 20,439 ) $ 3,420

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 59,295 5,538 24,055

Loss on remeasurement of warrant liability 2,133 —

Amortization of step-up of inventory — 5,795 —

(Gain) loss on remeasurement of warrant liability ( 34,155 ) 18,008 —

Gain on disposal of property and equipment ( 964 ) ( 5 ) ( 79 )

1 unchanged sentence

Stock-based compensation 8,680 1,058 —

Loss on debt extinguishment — 2,500 —

Deferred taxes 723 ( 752 ) 3,583

5 unchanged sentences

Accounts payable and accrued expenses and other ( 8,235 ) ( 34,236 ) 21,295

Net cash (used in) provided by operating activities ( 44 ) 20,313

Net cash provided by (used in) operating activities 4,282 ( 27,748 ) 30,627

Cash flows from investing activities

Acquisition of Utz Brands Holdings, LLC, net of cash acquired — ( 185,467 ) —

Acquisitions, net of cash acquired ( 66,631 ) — ( 8,816 )

86 unchanged sentences

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling and administrative expenses.

As of July 4, 2021 and January 3, 2021, no liability for unrecognized tax benefits was required to be reported.

As of October 3, 2021 and January 3, 2021, no liability for unrecognized tax benefits was required to be reported.

The Company does not expect any significant changes in its unrecognized tax benefits in the next fiscal year.

16 unchanged sentences

For the latest qualitative analysis performed, which took place on the first day of the fourth quarter of 2020, we had taken into consideration all the events and circumstances listed in FASB ASC 350, Intangibles—Goodwill and Other, in addition to other entity-specific factors that had taken place from the period of the business combination, which assessed goodwill, on August 28, 2020.

We have determined that there was no significant 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.

There were no triggering events as of October 3, 2021 that would require an interim impairment analysis prior to the annual impairment test.

Fair Value of Financial Instruments – Financial instruments held by the Company include cash and cash equivalents, accounts receivable, hedging instruments, purchase commitments on commodities, accounts payable and debt.

17 unchanged sentences

These estimates are made using various techniques including historical data on performance of similar promotional programs.

The Company has reserves in place of $ 25.3 million as of July 4, 2021 and $ 17.6 million as of January 3, 2021.

Differences between estimated expense and actual redemptions are recognized as a change in management estimate as actual redemptions are incurred.

The Company has reserves in place of $ 25.7 million as of October 3, 2021 and $ 17.6 million as of January 3, 2021.

Differences between estimated expense and actual redemptions are recognized as a change in management's estimate as actual redemptions are incurred.

Business Combinations – The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

14 unchanged sentences

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.

However, as discussed within Emerging Growth Company caption above, the Company will no longer be an emerging growth company commencing on the last day of fiscal year 2021.

Therefore, the Company will adopt this standard as of January 4, 2021 for the purposes of the Company’s financial statements for the twelve months ending January 2, 2022 included within Form 10-K.

The Company continues to plan for the adoption and implementation of this guidance, including the implementation of new leasing systems capable of producing the data to prepare the required accounting and disclosures under the new accounting standard.

The Company plans to elect the package of practical expedients, permitted under the transition guidance within the new standard, which among other things, allows for the carry forward of the historical classification of leases.

The Company will complete this project in the fourth quarter of 2021.

Management 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 statement of operations.

In June 2016, ASU No.

2 unchanged sentences

This ASU requires entities to measure the impairment of certain financial instruments, 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.

For public entities this ASU was effective for fiscal years beginning after December 15, 2019 and for non-public business entities or emerging growth companies, this ASU is effective for fiscal years beginning after December 15, 2022.

As noted, the Company will lose its status as an emerging growth company and as such will implement the adoption of this standard during the fourth quarter of fiscal 2021.

The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.

27 unchanged sentences

As a result of the application of the acquisition method of accounting in the Successor period, the financial statements for the Successor period are presented on a full step-up basis as a result of the Business Combination, and are therefore not comparable to the financial statements of the Predecessor period that are not presented on the same full step-up basis due to the Business Combination.

The following table summarizes the provisional total business enterprise value, comprised of the fair value of certain purchase consideration paid by the Company to the Continuing Members, the fair value of the noncontrolling interest and the fair value of certain net debt assumed by the Company at Closing:

The following table summarizes the total business enterprise value, comprised of the fair value of certain purchase consideration paid by the Company to the Continuing Members, the fair value of the noncontrolling interest and the fair value of certain net debt assumed by the Company at Closing:

(in thousands)

20 unchanged sentences

The fair value of these units was determined based on the Class A Common Stock price of the Company on the Closing Date, less a 5 % lack of marketability discount due to a restriction on the exchange of the Continuing Members’ common limited liability company units to Class A Common Stock of the Company for a period not to exceed 12 months from the Closing Date.

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed of UBH at Closing:

The following table summarizes the fair values of the assets acquired and liabilities assumed of UBH at Closing:

(in thousands)

18 unchanged sentences

net cash flow generating capability) that is to be provided by the trade names and customer relationships, respectively.

The provisional fair values allocated to identifiable intangible assets and their estimated useful lives are as follows:

The fair values allocated to identifiable intangible assets and their estimated useful lives are as follows:

Fair Value Useful Life

11 unchanged sentences

A portion of the goodwill recognized is expected to be deductible for income tax purposes.

As of July 4, 2021, the purchase price allocation has not been finalized.

As of August 28, 2021, the purchase price allocation had been finalized.

On November 2, 2020, the Company, through its subsidiary, UQF, acquired certain assets of the H.K.

2 unchanged sentences

The acquisition, which includes certain intangible assets, is intended to broaden the Company's product offering to include peanut butter filled pretzels.

The provisional fair values to which the purchase price was allocated were $ 1.8 million to trademarks, $ 2.7 million to customer relationships, and $ 3.5 million to goodwill.

The fair values to which the purchase price was allocated were $ 1.8 million to trademarks, $ 2.7 million to customer relationships, and $ 3.5 million to goodwill.

The trademarks and customer relationships are being amortized over a period of 15 years.

As of July 4, 2021, the purchase price allocation has not been finalized.

We expect to finalize the valuation report and complete the purchase price allocation no later than one-year from the acquisition date.

As of October 3, 2021, the purchase price allocation has been finalized.

Truco Holdco Inc.

41 unchanged sentences

Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Truco.

As of July 4, 2021, the purchase price allocation has not been finalized.

As of October 3, 2021, the purchase price allocation has not been finalized.

We expect to finalize the valuation report and complete the purchase price allocation no later than one-year from the acquisition date.

1 unchanged sentence

These transaction costs are recorded within administrative expenses within the consolidated statements of operations and comprehensive income (loss).

For the thirteen weeks ended July 4, 2021, Truco contributed revenues of $ 52.6 million and a net loss of $( 4.0 ) million in the consolidated statement of operations and comprehensive income (loss).

For the twenty-six weeks ended July 4, 2021, Truco contributed revenues of $ 96.9 million and net income of $ 0.7 million in the consolidated statement of operations and comprehensive income (loss).

For the thirteen weeks ended October 3, 2021, Truco contributed revenues of $ 56.0 million and a net income of $ 5.8 million in the consolidated statement of operations and comprehensive income (loss).

For the thirty-nine weeks ended October 3, 2021, Truco contributed revenues of $ 152.9 million and net income of $ 6.8 million in the consolidated statement of operations and comprehensive income (loss).

On January 11, 2021, the Company announced that its subsidiary, UQF entered into a definitive agreement with Snak-King Corp.

4 unchanged sentences

The trademarks and customer relationships are being amortized over a period of 15 years.

As of July 4, 2021, the purchase price allocation has not been finalized.

As of October 3, 2021, the purchase price allocation has not been finalized.

We expect to finalize the valuation report and complete the purchase price allocation no later than one-year from the acquisition date.

20 unchanged sentences

The customer relationships are being amortized over a period of 10 years.

As of July 4, 2021, the purchase price allocation has not been finalized.

As of October 3, 2021, the purchase price allocation has not been finalized.

We expect to finalize the valuation report and complete the purchase price allocation no later than one-year from the acquisition date.

1 unchanged sentence

(in thousands) As of

October 3, 2021

As of January 3, 2021

6 unchanged sentences

(in thousands) As of

October 3, 2021

As of January 3, 2021

8 unchanged sentences

Property, plant and equipment, net $ 281,121 $ 270,416

Depreciation expense was $ 10.2 million and $ 7.1 million for the thirteen weeks ended July 4, 2021 (Successor), and the thirteen weeks ended June 28, 2020 (Predecessor), respectively.

Depreciation expense was $ 20.3 million and $ 14.1 million for the twenty-six weeks ended July 4, 2021 (Successor), and the twenty-six weeks ended June 28, 2020 (Predecessor), respectively.

Depreciation expense was $ 11.5 million, $ 31.8 million, and $ 3.8 million for the thirteen and thirty-nine weeks ended October 3, 2021 (Successor) and for the Successor period from August 29, 2020 to September 27, 2020, respectively.

Depreciation expense was $ 4.8 million and $ 19.0 million for the predecessor periods from June 29, 2020 to August 28, 2020 and December 30, 2019 to August 28, 2020, respectively.

Depreciation expense is classified in cost of goods sold, selling expenses, and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

4 unchanged sentences

Acquisition of Vitner's 17,880

Balance as of April 4, 2021 880,063

Truco acquisition adjustment 1,118

Acquisition of Festida Foods 11,603

Balance as of July 4, 2021 $ 892,524

For the first fiscal quarter of 2021, the change to goodwill was attributable to the acquisition of Vitner's.

For the second fiscal quarter of 2021, the change to goodwill was attributable to a Truco acquisition adjustment and the acquisition of Festida Foods.

Acquisition adjustments ( 2,145 )

Balance as of October 3, 2021 $ 889,521

Intangible assets, net, consisted of the following:

(in thousands) As of

October 3, 2021

As of January 3, 2021

14 unchanged sentences

Distributor/customer relationships increased by $ 1.5 million during the second quarter of fiscal 2021 due to the acquisition of Festida Foods.

There were no other changes to intangible assets during the twenty-six weeks ended July 4, 2021 other than those which arise from the normal course of business of buying and selling of Company owned routes and amortization.

Amortization of the distributor/customer relationships, technology, and trade names amounted to $ 8.9 million and $ 1.9 million for the thirteen weeks ended July 4, 2021 (Successor), and the thirteen weeks ended June 28, 2020 (Predecessor), respectively.

Amortization of the distributor/customer relationships, technology, and trade names amounted to $ 18.3 million and $ 3.8 million for the twenty-six weeks ended July 4, 2021 (Successor), and the twenty-six weeks ended June 28, 2020 (Predecessor), respectively.

Distributor/customer relationships decreased by $ 0.3 million during the third quarter of fiscal 2021 due to an acquisition adjustment for Festida Foods.

There were no other changes to intangible assets during the thirty-nine weeks ended October 3, 2021 other than those which arise from the normal course of business of buying and selling of Company owned routes and amortization.

Amortization of the distributor/customer relationships, technology, and trade names amounted to $ 8.9 million, $ 27.3 million, and $ 1.8 million for the thirteen and thirty-nine weeks ended October 3, 2021 (Successor) and for the Successor period from August 29, 2020 to September 27, 2020, respectively.

Amortization of the distributor/customer relationships, technology, and trade names amounted to $ 1.3 million and $ 5.1 million for the predecessor periods from June 29, 2020 to August 28, 2020 and December 30, 2019 to August 28, 2020, respectively.

Amortization expense is classified in administrative expenses on the consolidated statements of operations and comprehensive income (loss).

3 unchanged sentences

The notes bear interest at rates ranging from 0.00 % to 8.55 % with terms ranging generally from one to ten years .

The notes receivable balances due from IOs at July 4, 2021 and January 3, 2021 totaled $ 30.6 million and $ 27.1 million, respectively, and are collateralized by the routes for which the loans are made.

Of the balance at July 4, 2021 and January 3, 2021, $ 26.7 million and $ 23.1 million, respectively relates to corresponding notes payable, as discussed in further detail within Note 8.

The notes receivable balances due from IOs at October 3, 2021 and January 3, 2021 totaled $ 28.6 million and $ 27.1 million, respectively, and are collateralized by the routes for which the loans are made.

Of the balance at October 3, 2021 and January 3, 2021, $ 24.1 million and $ 23.1 million, respectively relates to corresponding notes payable, as discussed in further detail within Note 8.

"Long-Term Debt".

Other notes receivable totaled $ 1.2 million and $ 0.6 million as of July 4, 2021 and January 3, 2021, respectively.

Other notes receivable totaled $ 0.2 million and $ 0.6 million as of October 3, 2021 and January 3, 2021, respectively.

ACCRUED EXPENSES AND OTHER

Accrued expenses and other consisted of the following:

(in thousands) As of July 4, 2021 As of January 3, 2021

(in thousands) As of October 3, 2021 As of January 3, 2021

Accrued compensation and benefits $ 19,326 $ 36,968

9 unchanged sentences

Non-current accrued expenses and other consisted of the following:

(in thousands) As of July 4, 2021 As of January 3, 2021

(in thousands) As of October 3, 2021 As of January 3, 2021

TRA liability

$ 25,302 $ 28,691

9 unchanged sentences

On December 18, 2020, the ABL facility was amended to increase the credit limit up to $ 161.0 million.

No amounts were outstanding under this facility as of July 4, 2021 and January 3, 2021.

No amounts were outstanding under this facility as of October 3, 2021 and January 3, 2021.

Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit and amounts borrowed.

As of July 4, 2021 and January 3, 2021, $ 109.0 million and $ 106.4 million, respectively, was available for borrowing, net of letters of credit.

As of October 3, 2021 and January 3, 2021, $ 133.2 million and $ 106.4 million, respectively, was available for borrowing, net of letters of credit.

The facility bears interest at an annual rate based on LIBOR plus an applicable margin of 1.50 % (ranging from 1.50 % to 2.00 % based on availability) or the prime rate plus an applicable margin of 0.50 % (ranging from 0.50 % to 1.00 %).

Had the Company elected to use the Prime rate, the interest rate on the facility as of July 4, 2021 and June 28, 2020, would have been 3.75 % and 3.75 %, respectively.

The Company elected to use the LIBOR rate, the interest rate on the ABL facility as of July 4, 2021 was 1.60 %.

The Company elected to use the LIBOR rate as of June 28, 2020 and the interest rate was 1.66 %.

The ABL facility is also subject to unused line fees ( 0.5 % at July 4, 2021) and other fees and expenses.

Standby letters of credit in the amount of $ 11.6 million and $ 14.1 million have been issued as of July 4, 2021 and January 3, 2021, respectively.

Had the Company elected to use the Prime rate, the interest rate on the facility as of October 3, 2021 and September 27, 2020, would have been 3.75 % and 3.75 %, respectively.

The Company elected to use the LIBOR rate, the interest rate on the ABL facility as of October 3, 2021 was 1.58 %.

Had there been outstanding balances and the Company elected to use the LIBOR rate as of September 27, 2020, the interest rate would have been 1.68 %.

The ABL facility is also subject to unused line fees ( 0.5 % at October 3, 2021) and other fees and expenses.

Standby letters of credit in the amount of $ 11.6 million and $ 14.1 million have been issued as of October 3, 2021 and January 3, 2021, respectively.

The standby letters of credit are primarily issued for insurance purposes.

6 unchanged sentences

The First Lien Term Loan bears interest at an annual rate based on either LIBOR plus an applicable margin of 3.50 %, or prime rate plus an applicable margin of 2.50 %.

The interest rate on the First Lien Term Loan as of June 28, 2020 was 5.10 %.

The interest rate on the First Lien Term Loan as of September 27, 2020 was 5.10 %.

In connection with Amendment No.

27 unchanged sentences

The Company incurred debt issuance costs and original issuance discounts of $ 8.4 million.

The interest rate on Term Loan B was 3.09 % as of July 4, 2021.

The interest rate on Term Loan B was 3.08 % as of October 3, 2021.

On June 22, 2021, the Company entered into Amendment No.

1 unchanged sentence

Pursuant to the terms of Amendment No.

3, the Company increased the principal balance of Term Loan B by $ 75.0 million to bring the aggregated balance of Term Loan B proceeds to $ 795.0 million, of which $ 791.2 million remains outstanding as of July 4, 2021.

3, the Company increased the principal balance of Term Loan B by $ 75.0 million to bring the aggregated balance of Term Loan B proceeds to $ 795.0 million, of which $ 789.1 million remains outstanding as of October 3, 2021.

The Company incurred additional debt issuance costs and original issuance discounts of $ 0.7 million related to the incremental funding.

1 unchanged sentence

The credit agreements contain certain affirmative and negative covenants as to operations and the financial condition of UBH and its subsidiaries.

UBH and its subsidiaries were in compliance with its financial covenant as of July 4, 2021.

On July 2, 2021, the Company entered into an agreement with Bank of America Leasing & Capital, LLC, whereby the Company agreed to sell and lease-back certain manufacturing equipment and warehouse/distribution equipment for $ 13.0 million.

UBH and its subsidiaries were in compliance with its financial covenant as of October 3, 2021.

On July 2, 2021, the Company entered into an agreement with Banc of America Leasing & Capital, LLC, whereby the Company agreed to sell and lease-back certain manufacturing equipment and warehouse/distribution equipment for $ 13.0 million.

This was accounted for as a financing transaction.

The terms of the sale leaseback transaction are for 60 months at an interest rate of 3.26 %.

On July 28, 2021, the Company entered into an agreement with Banc of America Leasing & Capital, LLC, whereby the Company amended a master lease agreement to draw up to $ 19.0 million on new capital improvement projects.

During the thirteen weeks ended October 3, 2021 the Company has drawn $ 9.8 million related to certain manufacturing equipment and warehouse/distribution equipment.

This was accounted for as a financing transaction, and bears interest at the Bloomberg Short-Term Bank Yield index plus 1.75 %.

Only interest is due on these loans until the capital projects are completed.

The outstanding principal balance as of October 3, 2021 related to the equipment financing transactions above is $ 22.8 million.

Amounts outstanding under term debt and financing obligations consisted of the following:

(in thousands) As of October 3, 2021 As of January 3, 2021

Term debt $ 789,142 $ 410,000

Bridge credit agreement — 370,000

Equipment financing arrangements 22,904 1,108

Deferred financing fees ( 8,350 ) ( 2,639 )

Total term debt and financing obligations 803,696 778,469

current portion ( 10,672 ) ( 469 )

Long term portion of term debt and financing obligations $ 793,024 $ 778,000

Other Notes Payable and Capital Leases

During the first fiscal quarter of 2020, the Company closed on the acquisition of Kitchen Cooked and the acquisition included a deferred purchase price of $ 2.0 million, of which $ 1.0 million was outstanding as of July 4, 2021 and January 3, 2021.

Additionally, during the first fiscal quarter of 2020, the Company purchased intellectual property that include a deferred purchase price of $ 0.5 million, of which $ 0.4 million and $ 0.5 million was outstanding as of July 4, 2021 and January 3, 2021, respectively.

During the third quarter of 2021, the Company recorded liabilities related primarily to reclaiming distribution rights from distributors, of which $ 2.8 million was outstanding as of October 3, 2021.

Amounts outstanding under notes payable consisted of the following:

(in thousands) As of

October 3, 2021

As of January 3, 2021

16 unchanged sentences

Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default.

Interest expense for the thirteen weeks ended July 4, 2021 (Successor) was $ 7.9 million, $ 7.3 million of which was related to the Company’s credit facility and other long-term debt, of which $ 0.3 million was related to amortization of deferred financing fees, and $ 0.3 million of which was related to IO loans.

Interest expense for the thirteen weeks ended June 28, 2020 (Predecessor) was $ 10.0 million, $ 8.7 million of which was related to the Company’s credit facility and other long-term debt, $ 0.7 million of which was related to amortization of deferred financing fees, and $ 0.6 million of which was related to IO loans.

Interest expense for the twenty-six weeks ended July 4, 2021 (Successor) was $ 18.8 million, $ 14.9 million of which was related to the Company’s credit facility and other long-term debt, of which $ 3.2 million was related to amortization of deferred financing fees, and $ 0.7 million of which was related to IO loans.

Interest expense for the twenty-six weeks ended June 28, 2020 (Predecessor) was $ 19.6 million, $ 17.1 million of which was related to the Company’s credit facility and other long-term debt, $ 1.3 million of which was related to amortization of deferred financing fees, and $ 1.2 million of which was related to IO loans.

Interest expense for the thirteen weeks ended October 3, 2021 (Successor) was $ 7.7 million, $ 7.0 million of which was related to the Company’s credit facility and other long-term debt, of which $ 0.3 million was related to amortization of deferred financing fees, and $ 0.4 million of which was related to IO loans.

Interest expense for the thirty-nine weeks ended October 3, 2021 (Successor) was $ 26.5 million, $ 21.9 million of which was related to the Company’s credit facility and other long-term debt, of which $ 3.5 million was related to amortization of deferred financing fees, and $ 1.1 million of which was related to IO loans.

Interest expense for the Successor period from August 29, 2020 to September 27, 2020 was $ 1.8 million, $ 1.7 million of which was related to the Company’s credit facility and other long-term debt and $ 0.1 million of which was related to IO loans.

Interest expense for the Predecessor period from June 28, 2020 to August 28, 2020 was $ 7.0 million, $ 6.2 million of which was related to the Company’s credit facility and other long-term debt, $ 0.4 million of which was related to amortization of deferred financing fees, and $ 0.4 million of which was related to IO loans.

Interest expense for the Predecessor period from December 30, 2019 to August 28, 2020 was $ 26.7 million, $ 23.3 million of which was related to the Company’s credit facility and other long-term debt, $ 1.7 million of which was related to amortization of deferred financing fees, and $ 1.7 million of which was related to IO loans.

The interest expense on IO loans is a pass-through expense that has an offsetting interest income within Other income (expense).

1 unchanged sentence

Derivative Financial Instruments

To reduce the effect of interest rate fluctuations, the Company entered into an interest rate swap contract on September 6, 2019, with an effective date of September 30, 2019, with a counter party to make a series of payments based on a fixed interest rate of 1.339 % and receive a series of payments based on the greater of LIBOR or 0.00 %.

To reduce the effect of interest rate fluctuations, the Company entered into a three year interest rate swap contract on September 6, 2019, with an effective date of September 30, 2019, with a counter party to make a series of payments based on a fixed interest rate of 1.339 % and receive a series of payments based on the greater of LIBOR or 0.00 %.

Both the fixed and floating payment streams are based on a notional amount of $ 250 million.

The Company entered into this transaction to reduce its exposure to changes in cash flows associated with its variable rate debt and has designated this derivative as a cash flow hedge.

At July 4, 2021, the effective fixed interest rate on the long-term debt hedged by this contract was 3.53 %.

At October 3, 2021, the effective fixed interest rate on the long-term debt hedged by this contract was 3.48 %.

For further treatment of the Company’s interest rate swap, refer to Note 10.

4 unchanged sentences

"Warrants" for additional information on our warrant liabilities.

A reconciliation of the changes in the warrant liability during the twenty-six weeks ended July 4, 2021 (Successor) is as follows:

A reconciliation of the changes in the warrant liability during the thirty-nine weeks ended October 3, 2021 (Successor) is as follows:

(in thousands)

2 unchanged sentences

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

Gain on remeasurement of warrant liability ( 36,288 )

Fair value of warrant liabilities as of October 3, 2021 $ 48,744

Purchase Commitments

Additionally, the Company has outstanding purchase commitments for specific quantities at fixed prices for certain key ingredients to economically hedge commodity input prices.

These purchase commitments totaled $ 64.6 million as of July 4, 2021.

The Company has recorded purchase commitment gain (losses) totaling $ 0.0 million and $( 0.7 ) million for the thirteen weeks ended July 4, 2021 (Successor), and the thirteen weeks ended June 28, 2020 (Predecessor), respectively.

The Company has recorded purchase commitment gain (losses) totaling $ 0.0 million and $( 1.0 ) million for the twenty-six weeks ended July 4, 2021 (Successor), and the twenty-six weeks ended June 28, 2020 (Predecessor), respectively.

These purchase commitments totaled $ 44.8 million as of October 3, 2021.

The Company has recorded purchase commitment gain (losses) totaling $ 0.1 million, $ 0.1 million and $ 0.2 million for the thirteen and thirty-nine weeks ended October 3, 2021 (Successor) and for the Successor period from August 29, 2020 to September 27, 2020, respectively.

The Company has recorded purchase commitment gain (losses) totaling $ 0.3 million and $( 0.7 ) million for the predecessor periods from June 29, 2020 to August 28, 2020 and December 30, 2019 to August 28, 2020, respectively.

FAIR VALUE MEASUREMENTS

13 unchanged sentences

Derivative assets and liabilities included in Level 2 primarily represent commodity and interest rate swap contracts.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of July 4, 2021:

(in thousands) Level I Level II Level III Total

20 unchanged sentences

The Company received an assessment from the Commonwealth of Pennsylvania pursuant to a sales and use tax audit for the period from January 1, 2014 through December 31, 2016.

As of July 4, 2021 and January 3, 2021, the Company had a reserve of $ 1.3 million, to cover the assessment.

As of October 3, 2021 and January 3, 2021, the Company had a reserve of $ 1.3 million, to cover the assessment.

The Company partially guarantees loans made to IOs by Cadence Bank for the purchase of routes.

The outstanding balance of loans guaranteed was $ 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 outstanding balance of loans guaranteed was $ 2.5 million and $ 4.1 million at October 3, 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.

2 unchanged sentences

The Company partially guarantees loans made to IOs by Bank of America for the purchase of routes.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 10.0 million and $ 7.1 million at July 4, 2021 and January 3, 2021, respectively, which are off balance sheet.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 13.1 million and $ 7.1 million at October 3, 2021 and January 3, 2021, respectively, which are off balance sheet.

As discussed in Note 8.

"Long-Term Debt", the Company also sold notes receivable on its books to Bank of America during fiscal 2019 and fiscal 2021, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at July 4, 2021 and January 3, 2021 was $ 21.0 million and $ 16.5 million, respectively.

The outstanding balance of notes purchased by Bank of America at October 3, 2021 and January 3, 2021 was $ 18.7 million and $ 16.5 million, respectively.

Due to the structure of the transactions, the sales did not qualify for sale accounting treatment, as such the Company records the notes payable obligation owed by the IOs to the financial institution on its consolidated balance sheets;

5 unchanged sentences

The agreement with M&T Bank was amended in January 2020 so that the Company guaranteed up to 25 % of the greater of the aggregate principal amount of loans outstanding on the payment date or January 1st of the subject year.

The outstanding balance of loans guaranteed was $ 5.6 million and $ 6.6 million at July 4, 2021 and January 3, 2021, respectively, all of which was the Company's consolidated balance sheets.

The outstanding balance of loans guaranteed was $ 5.4 million and $ 6.6 million at October 3, 2021 and January 3, 2021, respectively, which are included in the notes payable and notes receivable sections of the Company's consolidated balance sheets.

These loans are collateralized by the routes for which the loans are made.

1 unchanged sentence

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Total accumulated other comprehensive income (loss) was $ 2.4 million as of July 4, 2021 and $ 0.9 million as of January 3, 2021.

Total accumulated other comprehensive income (loss) was $ 3.0 million as of October 3, 2021 and $ 0.9 million as of January 3, 2021.

Total accumulated other comprehensive income (loss) consists solely of unrealized gains (losses) from the Company’s derivative financial instruments accounted for as cash flow hedges.

During the periods ended July 4, 2021 and June 28, 2020, changes to the balance in accumulated other comprehensive income (loss) were as follows:

During the periods ended October 3, 2021 and September 27, 2020, changes to the balance in accumulated other comprehensive income (loss) were as follows:

(in thousands) Gain on

Cash Flow Hedges

Balance as of January 3, 2021 924

Balance as of August 29, 2020 $ —

Unrealized gain on cash flow hedges 252

Balance as of April 4, 2021 1,746

Balance as of September 27, 2020 $ 252

Balance as of January 3, 2021 $ 924

Unrealized gain on cash flow hedges 1,429

Balance as of July 4, 2021 2,353

(in thousands) Loss on

Unrealized gain on cash flow hedges 686

Balance as of October 3, 2021 $ 3,039

(in thousands) (Loss)/Gain on

Cash Flow Hedges

1 unchanged sentence

Unrealized loss on cash flow hedges ( 7,917 )

Balance as of March 29, 2020 ( 5,800 )

Unrealized loss on cash flow hedges ( 709 )

Balance as of June 28, 2020 ( 6,509 )

Unrealized gain on cash flow hedges 454

Balance as of August 28, 2020 $ ( 6,055 )

SUPPLEMENTARY CASH FLOW INFORMATION

Cash paid for interest was $ 17.4 million and $ 19.1 million for the twenty-six weeks ended July 4, 2021 (Successor), and the twenty-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 which $ 4.3 million was included within the "accrued expense and other" of the consolidated balance sheet as of January 3, 2021.

There were accrued dividends as of July 4, 2021 of $ 3.8 million.

Cash paid for interest was $ 23.5 million, $ 1.6 million and $ 28.8 million for the thirty-nine weeks ended October 3, 2021 (Successor), for the successor period August 29, 2020 to September 27, 2020, and the predecessor period December 30, 2019 to August 28, 2020, respectively.

Refunds related to income related taxes were $ 0.2 million, $ 0.0 million and $ 0.2 million for the thirty-nine weeks ended October 3, 2021 (Successor), for the successor period August 29, 2020 to September 27, 2020, and the predecessor period December 30, 2019 to August 28, 2020, respectively.

Payments made for income-related taxes were $ 3.3 million, $ 0.3 million and $ 0.5 million for the thirty-nine weeks ended October 3, 2021 (Successor), for the successor period August 29, 2020 to September 27, 2020, and the predecessor period December 30, 2019 to August 28, 2020, respectively.

Dividends paid during the thirty-nine weeks ended October 3, 2021 (Successor) were $ 11.9 million, of which $ 4.3 million was included within the "accrued expense and other" of the consolidated balance sheet as of January 3, 2021.

There were accrued dividends as of October 3, 2021 of $ 3.8 million.

The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of UBH, as well as any standalone income or loss the Company generates.

5 unchanged sentences

The Company anticipates this structure to remain in existence for the foreseeable future.

The Company recorded income tax expense for the thirteen and twenty-six week periods ended July 4, 2021 of $ 0.4 million and $ 1.4 million, respectively.

Comparably, the Company recorded income tax expense for the thirteen and twenty-six week periods ended June 28, 2020 of $ 1.2 million and $ 2.6 million, respectively.

The effective tax rates for the thirteen and twenty-six week periods ended July 4, 2021 were 2.5 % and ( 24.8 )%, respectively.

Comparably, the effective tax rates for the thirteen and twenty-six week periods ended June 28, 2020 were 15.2 % and 24.2 %, respectively.

The Company’s effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of UBH, which is a partnership, therefore not taxed at the Company level, and is required to allocate some of its taxable results to the Continuing Members, as well as state taxes and the fair value impact of warrant liabilities.

The Company’s effective tax rates for the thirteen and twenty-six week periods ended July 4, 2021 are ( 9.1 )% and ( 5.5 )%, respectively, before consideration of any discrete items.

During the thirteen and twenty-six week periods ended July 4, 2021, the effective tax rate was impacted by statutory state tax rate changes which resulted in a discrete tax expense of $ 0.2 million and $ 1.2 million, respectively.

The Company recorded income tax expense for the thirteen and thirty-nine week periods ended October 3, 2021 (Successor) of $ 0.8 million and $ 2.3 million, respectively.

Comparably, the Company recorded income tax expense and (benefit) for the periods August 29, 2020 through September 27, 2020 (Successor) and June 29, 2020 through August 28, 2020 (Predecessor) of $( 2.9 ) million and $ 1.3 million, respectively.

The Company recorded income tax expense for the period December 30, 2019 through August 28, 2020 (Predecessor) of $ 4.0 million.

The effective tax rates for the thirteen and thirty-nine week periods ended October 3, 2021 (Successor) were 2.6 % and 8.5 %, respectively.

Comparably, the effective tax rates for the periods August 29, 2020 through September 27, 2020 (Successor) and June 29, 2020 through August 28, 2020 (Predecessor) were 12.4 % and ( 38.6 )%, respectively.

The effective tax rate for the period December 30, 2019 through August 28, 2020 (Predecessor) was 53.7 %.

The Company’s effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of UBH, which is a partnership, is not taxed at the Company level, and is required to allocate some of its taxable results to the Continuing Members, as well as state taxes and the fair value impact of warrant liabilities.

The Company’s effective tax rates for the thirteen and thirty-nine week periods ended October 3, 2021 (Successor) are ( 39.8 )% and ( 23.7 )%, respectively, before consideration of any discrete items.

During the thirteen and thirty-nine week periods ended October 3, 2021 (Successor), the effective tax rate was impacted by return to provision items and statutory state tax rate changes which resulted in a discrete tax expense and (benefit) of $( 0.8 ) million and $ 0.4 million, respectively.

The Company regularly evaluates valuation allowances established for deferred tax assets ("DTA's") for which future realization is uncertain.

The Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing DTA's.

As of July 4, 2021, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes.

As of October 3, 2021, a significant piece of objective 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.

3 unchanged sentences

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.

As of July 4, 2021, tax years 2017 through 2021 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2016 through 2021 remain open and subject to examination in selected states that have a longer statute of limitations.

As of October 3, 2021, tax years 2017 through 2021 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2016 through 2021 remain open and subject to examination in selected states that have a longer statute of limitations.

Upon audit, tax authorities may challenge all or part of a tax position.

A tax position successfully challenged by a taxing authority could result in an adjustment to our provision for income taxes in the period 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.

The Company did not maintain any unrecognized tax benefits as of October 3, 2021 and January 3, 2021, respectively.

Tax receivable agreement liability

10 unchanged sentences

The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.

As of July 4, 2021 and January 3, 2021, the Company had a liability of $ 28.7 million related to its projected obligations under the TRA, which is reflected as a non-current accrued expense in the consolidated balance sheets.

As of October 3, 2021 and January 3, 2021, the Company had a liability of $ 25.3 million and $ 28.7 million, respectively, related to its projected obligations under the TRA, which is reflected as a non-current accrued expense in the consolidated balance sheets.

The Company leases certain vehicles, equipment and distribution centers under operating leases expiring in various years through 2031.

1 unchanged sentence

Capital leases, net, are included in Property, Plant and Equipment as follows:

(in thousands) As of July 4, 2021 As of January 3, 2021

(in thousands) As of October 3, 2021 As of January 3, 2021

Leases $ 9,285 $ 9,335

2 unchanged sentences

Charges resulting from the depreciation of assets held under capital leases are recognized within depreciation expense in the consolidated statements of operations and comprehensive income (loss).

Rental expense for leases to third parties totaled $ 3.0 million and $ 2.7 million for the thirteen weeks ended July 4, 2021 (Successor), and the thirteen weeks ended June 28, 2020 (Predecessor), respectively.

Rental expense for leases to third parties totaled $ 5.6 million for each of the twenty-six weeks ended July 4, 2021 (Successor), and the twenty-six weeks ended June 28, 2020 (Predecessor).

Future minimum payments, to third parties, by year and in the aggregate, consisted of the following at July 4, 2021:

Rental expense for leases totaled $ 4.6 million, $ 10.2 million, and $ 0.9 million for the thirteen and thirty-nine weeks ended October 3, 2021 (Successor) and for the Successor period from August 29, 2020 to September 27, 2020, respectively.

Rental expense for leases to third parties totaled $ 2.0 million and $ 7.7 million for the predecessor periods from June 29, 2020 to August 28, 2020 and December 30, 2019 to August 28, 2020, respectively.

Future minimum payments by year and in the aggregate, consisted of the following at October 3, 2021:

(in thousands)

6 unchanged sentences

On December 14, 2020, the Company provided notice to the holders of the Public Warrants and Forward Purchase Warrants that their warrants would be redeemed in accordance with the original terms on January 14, 2021.

As of July 4, 2021, all Public Warrants and Forward Purchase Warrants have been exercised (except for the Public Warrants that were redeemed by the Company on January 14, 2021).

Prior to January 3, 2021, 10,825,664 Public Warrants and Forward Purchase Warrants were exercised.

As of July 4, 2021, there were 7,200,000 Private Placement Warrants outstanding.

As of October 3, 2021, there were 7,200,000 Private Placement Warrants outstanding.and all Public Warrants and Forward Purchase Warrants have been exercised (except for the Public Warrants that were redeemed by the Company on January 14, 2021).

As of January 3, 2021, there were 4,575,645 Public Warrants, 432,000 Forward Purchase Warrants, and 7,200,000 Private Placement Warrants outstanding.

Prior to January 3, 2021, 10,825,664 Public Warrants and Forward Purchase Warrants were exercised.

The Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions.

4 unchanged sentences

The Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Warrants recognized.

The remeasurement of the warrant liability resulted in a gain (loss) of $ 19.4 million and $( 2.1 ) million for thirteen weeks ended July 4, 2021 (Successor) and twenty-six weeks ended July 4, 2021 (Successor), respectively.

The remeasurement of the warrant liability resulted in a gain (loss) of $ 36.3 million, $ 34.2 million, and $( 18.0 ) million for the thirteen and thirty-nine weeks ended October 3, 2021 (Successor) and for the Successor period from August 29, 2020 to September 27, 2020, respectively.

Such gain (loss) is not attributable to the noncontrolling interest.

The Predecessor did not have warrants and as such no remeasurement of warrant liability is recorded in the thirteen week period and twenty-six week period ended June 28, 2020 (Predecessor).

The Predecessor did not have warrants and as such no remeasurement of warrant liability is recorded for the predecessor periods from June 29, 2020 to August 28, 2020 and December 30, 2019 to August 28, 2020, respectively.

BUSINESS RISK

The novel coronavirus, or COVID-19, outbreak began to impact consumption, distribution and production of the Company’s products in March 2020.

The Company is taking necessary preventive actions and implementing additional measures to protect its employees who are working on site.

The Company is taking necessary preventive actions and implementing additional measures it believes are reasonably necessary to protect its employees 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 monitor customer and consumer demands, and intends to adapt its plans as needed to continue to meet these demands.

The event is still ongoing, and the Company continues to evaluate the financial impact.

The event is still ongoing, and the Company continues to evaluate the financial impact of COVID-19 and potential vaccine mandates.

Class A Common Stock

The Company is authorized to issue 1,000,000,000 shares of Class A Common Stock, par value $ 0.0001 per share, of which 76,570,422 and 71,094,714 shares of UBI were issued and outstanding on July 4, 2021 and January 3, 2021, respectively.

The Company is authorized to issue 1,000,000,000 shares of Class A Common Stock, par value $ 0.0001 per share, of which 77,570,422 and 71,094,714 shares of UBI were issued and outstanding on October 3, 2021 and January 3, 2021, respectively.

Upon the Closing of the Business Combination, all shares of CCH Class A ordinary shares, including 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 one -for-one basis into shares of Class A Common Stock, including 2,000,000 shares of Class B Common Stock initially issued to the Sponsor, which immediately vested upon the Closing of the Business Combination and converted into shares of Class A Common Stock of the Company.

1 unchanged sentence

The Company is also authorized to issue 61,249,000 shares of Class V Common Stock, par value of $ 0.0001 all of which were issued to the Continuing Members in connection with the Closing 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.

Each of the Continuing Members' common limited liability company units of UBH ("Common Company Units") 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.

As of October 3, 2021 and January 3, 2021, there were 59,349,000 and 60,349,000 , respectively, of shares of Class V Common Stock outstanding.

On September 21, 2021, the Continuing Members exchanged 1,000,000 Common Company Units together with the surrender and cancellation of the same number of Class V Common Stock for an equal number of shares of Class A Common Stock.

The Company did not receive any proceeds as a result of this exchange.

Forward Purchases

6 unchanged sentences

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:

(in thousands, except share data) Thirteen weeks ended July 4, 2021

(in thousands, except share data) Thirteen weeks ended October 3, 2021 Thirty-nine weeks ended October 3, 2021

Basic earnings per share:

2 unchanged sentences

Net income attributable to common stockholders $ 32,651 $ 27,777

Weighted average Class A Common Stock shares, basic and diluted 76,500,488

Weighted average Class A Common Stock shares, basic 76,713,241 76,380,244

Basic earnings per share $ 0.43 $ 0.36

6 unchanged sentences

Warrants 3,100,280 3,618,794

RSUs 1,058,087 1,024,192

PSUs 33,605 34,247

Stock options 1,405 24,700

3 unchanged sentences

Net loss attributable to noncontrolling interest $ 1,902 $ 4,122

(in thousands, except share data) Twenty-six weeks ended July 4, 2021

(in thousands, except share data) From August 29, 2020 through September 27, 2020

Basic and diluted earnings per share:

Net loss attributable to controlling interest $ ( 4,950 )

Dividends related to participating stock-based compensation awards ( 170 )

Net loss attributable to common stockholders $ ( 18,119 )

3 unchanged sentences

Warrants 7,928,050

RSUs 1,348,026

Stock options 19,530

2 unchanged sentences

Net loss attributable to noncontrolling interest $ 2,320

The diluted earnings per share computation for the twenty-six weeks ended July 4, 2021 excludes the effect of certain RSUs granted to Directors and Management which convert to Class A Common Stock upon vesting 50 % at December 31, 2022 and 50 % at December 31, 2023, as their inclusion would have been anti-dilutive.

The diluted earnings per share computation for the for the Successor period from August 29, 2020 to September 27, 2020 excludes the effect of certain RSUs granted to Directors and Management which convert to Class A Common Stock upon vesting 50 % at December 31, 2022 and 50 % at December 31, 2023, as their inclusion would have been anti-dilutive.

Shares of the Company’s Class V Common Stock do not participate in earnings or losses of the Company and, therefore, are not participating securities.

Additionally, none of the stock-based compensation awards participated in earnings or losses of the Company for the twenty-six weeks ended July 4, 2021 (Successor).

Additionally, none of the stock-based compensation awards participated in earnings or losses of the Company for the Successor period from August 29, 2020 to September 27, 2020 .

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 60,349,000 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 noncontrolling interest.

At October 3, 2021, the Continuing Members held 59,349,000 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 noncontrolling interest.

SUBSEQUENT EVENTS

The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.

On November 2, 2021, the Company announced that its subsidiaries, entered into a definitive agreement with R.W.

Garcia Holdings, LLC and related entities ("RW Garcia") to acquire equity and certain real estate assets related to the operation of RW Garcia., an artisan maker of high-quality organic tortilla chips, crackers, and corn chips.

The Company expects to close on the deal in the fourth quarter of 2021, with the purchase price of approximately $ 56.0 million.

The Company anticipates funding the acquisition using cash on hand as well as utilizing the ABL facility.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements