Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 03, 2021 | Mar. 16, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 3, 2021 | ||
Current Fiscal Year End Date | --01-03 | ||
Document Transition Report | false | ||
Entity Registrant Name | Utz Brands, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-38686 | ||
Entity Tax Identification Number | 85-2751850 | ||
Entity Address, Address Line One | 900 High Street | ||
Entity Address, City or Town | Hanover | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 17331 | ||
City Area Code | 717 | ||
Local Phone Number | 637-6644 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | UTZ | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 602,800 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement for the registrant’s 2021 annual meeting, to be filed within 120 days after the close of the registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001739566 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 76,481,833 | ||
Common Class V | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 60,349,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 46,831 | $ 15,053 |
Accounts receivable, less allowance of $239 and $1,353, respectively | 118,305 | 106,816 |
Inventories | 59,810 | 50,894 |
Prepaid expenses and other assets | 11,573 | 4,563 |
Current portion of notes receivable | 7,666 | 6,754 |
Total current assets | 244,185 | 184,080 |
Assets, Noncurrent [Abstract] | ||
Property, plant and equipment, net | 270,416 | 171,717 |
Goodwill | 862,183 | 202,407 |
Intangible assets, net | 1,171,709 | 184,014 |
Non-current portion of notes receivable | 20,000 | 28,636 |
Other assets | 15,671 | 7,693 |
Total non-current assets | 2,339,979 | 594,467 |
Total assets | 2,584,164 | 778,547 |
Liabilities, Current [Abstract] | ||
Current portion of term debt | 469 | 6,299 |
Current portion of other notes payable | 9,018 | 7,984 |
Accounts payable | 57,254 | 49,028 |
Accrued expenses and other | 80,788 | 44,206 |
Current portion of warrant liability | 52,580 | 0 |
Total current liabilities | 200,109 | 107,517 |
Noncurrent Liabilities | ||
Non-current portion of term debt | 778,000 | 633,826 |
Non-current portion of other notes payable | 24,564 | 31,800 |
Non-current accrued expenses and other | 37,771 | 19,633 |
Non-current warrant liability | 85,032 | 0 |
Deferred tax liability | 73,786 | 19,123 |
Total non-current liabilities | 999,153 | 704,382 |
Total liabilities | 1,199,262 | 811,899 |
Commitments and contingencies | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Members' equity (deficit) | (27,446) | |
Additional paid-in capital (Successor) | 793,461 | |
Accumulated deficit (Successor) | (241,490) | |
Accumulated other comprehensive income | 924 | 1,408 |
Total stockholders' equity and members' equity (deficit) | 552,908 | |
Total stockholders' equity and members' equity (deficit) | (26,038) | |
Noncontrolling interest | 831,994 | |
Noncontrolling interest | (7,314) | |
Total equity (deficit) | 1,384,902 | |
Total equity (deficit) | (33,352) | |
Total liabilities and equity (deficit) | 2,584,164 | $ 778,547 |
Common Class A | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Common stock | 7 | |
Common Class V | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Common stock | $ 6 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Accounts receivable, less allowance | $ 239 | $ 1,353 |
Common stock authorized (in shares) | 61,249,000 | |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock authorized (in shares) | 1,000,000,000 | |
Common stock issued (in shares) | 71,094,714 | |
Common stock outstanding (in shares) | 71,094,714 | |
Common Class V | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock authorized (in shares) | 61,249,000 | |
Common stock issued (in shares) | 60,349,000 | |
Common stock outstanding (in shares) | 60,349,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 325,648 | $ 638,662 | $ 768,228 | $ 772,035 |
Cost of goods sold | 219,977 | 411,595 | 514,430 | 505,330 |
Gross profit | 105,671 | 227,067 | 253,798 | 266,705 |
Selling, General and Administrative Expense [Abstract] | ||||
Selling | 63,616 | 131,579 | 163,589 | 183,374 |
Administrative | 43,871 | 64,050 | 64,723 | 68,018 |
Total selling and administrative expenses | 107,487 | 195,629 | 228,312 | 251,392 |
Gain (Loss) on Disposition of Assets [Abstract] | ||||
Gain (loss) on disposal of property, plant and equipment | 109 | 79 | 6,028 | (2,312) |
Gain on sale of routes, net | 749 | 1,264 | 7,232 | 6,382 |
Total gain on sale of assets | 858 | 1,343 | 13,260 | 4,070 |
(Loss) income from operations | (958) | 32,781 | 38,746 | 19,383 |
Nonoperating Income (Expense) [Abstract] | ||||
Interest expense | (13,301) | (26,659) | (48,388) | (45,715) |
Other (expense) income | (2,058) | 1,271 | (576) | 607 |
Loss on remeasurement of warrant liability | (91,851) | 0 | 0 | 0 |
Other (expense) income, net | (107,210) | (25,388) | (48,964) | (45,108) |
(Loss) income before taxes | (108,168) | 7,393 | (10,218) | (25,725) |
Income tax (benefit) expense | (267) | 3,973 | 3,146 | 1,919 |
Net (loss) income | (107,901) | 3,420 | (13,364) | (27,644) |
Net loss (income) attributable to noncontrolling interest | 7,971 | 0 | (2,808) | (2,856) |
Net (loss) income attributable to controlling interest | $ (99,930) | 3,420 | (16,172) | (30,500) |
Earnings Per Share [Abstract] | ||||
Basic and Diluted (in dollars per share) | $ (1.64) | |||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||
Basic and Diluted (in shares) | 61,085,943 | |||
Other comprehensive loss | ||||
Change in fair value of interest rate swap | $ 924 | (7,463) | 1,408 | 0 |
Comprehensive (loss) income | $ (99,006) | $ (4,043) | $ (14,764) | $ (30,500) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Class A | Common Class V | Parent | AOCI Attributable to Parent | Noncontrolling Interest | Common StockCommon Class A | Common StockCommon Class V | Additional Paid-in Capital | Retained Earnings |
Beginning balance at Dec. 31, 2017 | $ (91,561) | $ (79,310) | $ (12,251) | |||||||
Net (loss) income | (27,644) | (30,500) | 2,856 | |||||||
Distributions to members and noncontrolling interest | (12,111) | (10,161) | (1,950) | |||||||
Ending balance at Dec. 30, 2018 | (131,316) | (119,971) | (11,345) | |||||||
Net (loss) income | (13,364) | (16,172) | 2,808 | |||||||
Distributions to members and noncontrolling interest | (13,988) | (11,461) | (2,527) | |||||||
Other comprehensive income | 1,408 | $ 1,408 | ||||||||
Contributions from members and noncontrolling interest | 123,908 | 120,158 | 3,750 | |||||||
Ending balance at Dec. 29, 2019 | (33,352) | (27,446) | 1,408 | (7,314) | ||||||
Net (loss) income | 3,420 | 3,420 | ||||||||
Distributions to members and noncontrolling interest | (6,415) | (6,415) | ||||||||
Other comprehensive income | (7,463) | (7,463) | ||||||||
Merger of noncontrolling interest | (7,314) | 7,314 | ||||||||
Ending balance at Aug. 28, 2020 | (43,810) | (37,755) | (6,055) | 0 | ||||||
Beginning balance at Dec. 29, 2019 | $ (33,352) | (27,446) | 1,408 | (7,314) | ||||||
Conversion of warrants (in shares) | 10,825,664 | |||||||||
Ending balance at Sep. 27, 2020 | $ 1,263,592 | |||||||||
Beginning balance at Dec. 29, 2019 | (33,352) | (27,446) | 1,408 | (7,314) | ||||||
Ending balance (in shares) at Jan. 03, 2021 | 71,094,714 | 60,349,000 | ||||||||
Ending balance at Jan. 03, 2021 | 1,384,902 | 552,908 | 924 | 831,994 | $ 7 | $ 6 | $ 793,461 | $ (241,490) | ||
Beginning balance at Aug. 28, 2020 | (43,810) | (37,755) | (6,055) | 0 | ||||||
Net (loss) income | (20,439) | |||||||||
Ending balance at Sep. 27, 2020 | 1,263,592 | |||||||||
Beginning balance at Aug. 28, 2020 | (43,810) | (37,755) | (6,055) | 0 | ||||||
Net (loss) income | (107,901) | |||||||||
Ending balance (in shares) at Jan. 03, 2021 | 71,094,714 | 60,349,000 | ||||||||
Ending balance at Jan. 03, 2021 | 1,384,902 | 552,908 | 924 | 831,994 | $ 7 | $ 6 | 793,461 | (241,490) | ||
Beginning balance (in shares) at Aug. 29, 2020 | 57,369,050 | 57,765,978 | ||||||||
Beginning balance at Aug. 29, 2020 | 1,288,778 | 338,010 | 0 | 950,768 | $ 6 | $ 6 | 472,329 | (134,331) | ||
Conversion of Continuing Members' Retained Restricted Units (in shares) | 3,483,022 | |||||||||
Ending balance at Sep. 27, 2020 | 1,263,592 | |||||||||
Beginning balance (in shares) at Aug. 29, 2020 | 57,369,050 | 57,765,978 | ||||||||
Beginning balance at Aug. 29, 2020 | 1,288,778 | 338,010 | 0 | 950,768 | $ 6 | $ 6 | 472,329 | (134,331) | ||
Net (loss) income | (107,901) | (99,930) | (7,971) | (99,930) | ||||||
Distributions to members and noncontrolling interest | (9,565) | (9,565) | ||||||||
Other comprehensive income | 924 | 924 | 924 | |||||||
Conversion of Restricted Sponsor Shares (in shares) | 2,000,000 | |||||||||
Conversion of Continuing Members' Retained Restricted Units (in shares) | 3,483,022 | |||||||||
Conversion of warrants (in shares) | 10,825,664 | |||||||||
Conversion of warrants | 211,613 | 299,868 | (88,255) | $ 1 | 299,867 | |||||
Share-based compensation | 6,790 | 6,790 | 6,790 | |||||||
Exchange (in shares) | 900,000 | (900,000) | ||||||||
Exchange | 13,724 | (13,724) | 13,724 | |||||||
Tax impact arising from exchanges and conversion of warrants, net of valuation allowance of $45,993 | 1,492 | 751 | 741 | 751 | ||||||
Dividends | (7,229) | (7,229) | (7,229) | |||||||
Ending balance (in shares) at Jan. 03, 2021 | 71,094,714 | 60,349,000 | ||||||||
Ending balance at Jan. 03, 2021 | 1,384,902 | 552,908 | 924 | 831,994 | $ 7 | $ 6 | 793,461 | (241,490) | ||
Beginning balance at Sep. 27, 2020 | 1,263,592 | |||||||||
Net (loss) income | (87,462) | |||||||||
Ending balance (in shares) at Jan. 03, 2021 | 71,094,714 | 60,349,000 | ||||||||
Ending balance at Jan. 03, 2021 | $ 1,384,902 | $ 552,908 | $ 924 | $ 831,994 | $ 7 | $ 6 | $ 793,461 | $ (241,490) |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (PARENTHETICAL) | 4 Months Ended |
Jan. 03, 2021USD ($)$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Tax impact arising from exchanges and conversion of warrants, allowance | $ | $ 45,993 |
Dividends declared (in dollars per share) | $ / shares | $ 0.11 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Sep. 27, 2020 | Aug. 28, 2020 | Jan. 03, 2021 | Jan. 03, 2021 | Mar. 29, 2020 | Dec. 29, 2019 | Mar. 24, 2019 | Jan. 03, 2021 | Jan. 03, 2021 | Aug. 28, 2020 | Aug. 28, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] | ||||||||||||||
Net (loss) income | $ (20,439) | $ (4,824) | $ (87,462) | $ (87,462) | $ 1,692 | $ (23,989) | $ (2,615) | $ (107,901) | $ (107,901) | $ 3,420 | $ (13,364) | $ (27,644) | ||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||||||||
Impairment and other charges | 0 | $ 0 | 3,880 | 2,900 | ||||||||||
Depreciation and amortization | 20,688 | 24,055 | 29,290 | 30,358 | ||||||||||
Amortization of step-up of inventory | 5,795 | 0 | 0 | 0 | ||||||||||
(Gain) loss on disposal of property and equipment | (109) | (79) | (79) | (6,028) | 2,312 | |||||||||
Gain on sale of routes | (749) | (1,264) | (1,264) | (7,232) | (6,382) | |||||||||
Stock based compensation | 6,790 | |||||||||||||
Loss on remeasurement of warrant liability | 73,843 | 91,851 | 0 | $ 91,851 | 0 | 0 | ||||||||
Loss on debt extinguishment | 2,500 | 4,336 | ||||||||||||
Deferred income taxes | (958) | 3,583 | 1,949 | 900 | ||||||||||
Deferred financing costs | (2,639) | 1,742 | 955 | 2,355 | ||||||||||
Increase (Decrease) in Operating Assets [Abstract] | ||||||||||||||
Accounts receivable, net | 16,611 | (11,786) | 11,542 | (76) | ||||||||||
Inventories, net | 887 | (6,883) | 3,476 | 2,926 | ||||||||||
Prepaid expenses and other assets | (7,064) | (3,456) | (1,993) | 583 | ||||||||||
Accounts payable and accrued expenses and other | (26,634) | 21,295 | 1,181 | 7,515 | ||||||||||
Net cash (used in) provided by operating activities | (932) | 30,627 | 27,992 | 15,747 | ||||||||||
Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract] | ||||||||||||||
Acquisition of Utz Brands Holdings, LLC, net of cash acquired | (185,448) | 0 | 0 | 0 | ||||||||||
Acquisitions, net of cash acquired | (406,485) | (8,816) | (137,845) | |||||||||||
Purchases of property and equipment | (9,892) | (11,828) | (19,996) | (13,038) | ||||||||||
Purchases of intangibles | (79,013) | (650) | ||||||||||||
Proceeds on sale of property and equipment | 1,344 | 615 | 12,059 | 4,740 | ||||||||||
Proceeds from sale of routes | 2,082 | 2,774 | 3,008 | 4,326 | ||||||||||
Proceeds on the sale of IO notes | 33,204 | |||||||||||||
Notes receivable, net | (4,470) | (3,611) | (6,312) | |||||||||||
Notes receivable, net | 1,803 | |||||||||||||
Net cash used in investing activities | (681,882) | (21,516) | (115,882) | (2,169) | ||||||||||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract] | ||||||||||||||
Borrowings on term debt and notes payable | 370,000 | 2,650 | 121,250 | 1,356 | ||||||||||
Repayments on term debt and notes payable | (239,989) | (6,686) | (135,141) | (5,611) | ||||||||||
Contribution from member and noncontrolling interest | 0 | 0 | 123,908 | 0 | ||||||||||
Exercised warrants | 124,495 | 0 | 0 | 0 | ||||||||||
Dividends paid | (2,968) | 0 | 0 | 0 | ||||||||||
Distributions to members | (2,968) | 0 | 0 | 0 | ||||||||||
Distributions to members | 0 | (6,415) | (11,461) | (10,161) | ||||||||||
Distribution to noncontrolling interest | (9,565) | 0 | (2,527) | (1,950) | ||||||||||
Net cash provided by (used in) financing activities | 241,973 | (10,451) | 96,029 | (16,366) | ||||||||||
Net (decrease) increase in cash and cash equivalents | (440,841) | (1,340) | 8,139 | (2,788) | ||||||||||
Cash and cash equivalents at beginning of period | $ 13,713 | $ 15,053 | $ 6,914 | 487,672 | 13,713 | 15,053 | 15,053 | 15,053 | 6,914 | 9,702 | ||||
Cash and cash equivalents at end of period | $ 13,713 | $ 46,831 | $ 46,831 | $ 15,053 | $ 46,831 | $ 46,831 | $ 13,713 | $ 13,713 | $ 46,831 | $ 15,053 | $ 6,914 |
OPERATIONS AND SUMMARY OF SIGNI
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 03, 2021 | |
Accounting Policies [Abstract] | |
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI", the "Company", or "Successor", formerly Collier Creek Holdings ("CCH")) and its wholly owned subsidiaries. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). CCH was incorporated in the Cayman Islands on April 30, 2018 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 had not then identified. CCH’s sponsor was Collier Creek Partners LLC, a Delaware limited liability company (the "Sponsor"). On August 28, 2020, CCH domesticated into a Delaware corporation and changed its name to "Utz Brands, Inc." (the “Domestication”) and consummated the acquisition of certain limited liability company units of UBH, the parent of Utz Quality Foods, LLC (“UQF”), as a result of a new issuance by UBH and purchases from UBH’s existing equity holders pursuant to a Business Combination Agreement, dated as of June 5, 2020 (the “Business Combination Agreement”) among CCH, UBH and Series U of UM Partners, LLC (“Series U”) and Series R of UM Partners, LLC (“Series R” and together with Series U, the “Continuing Members”) (the Domestication and the transactions contemplated by the Business Combination 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 the Continuing Members. The financial statements include the accounts of the Predecessor, prior to the Business Combination, which was determined to be consolidated UBH, which includes the accounts of its wholly-owned subsidiary, Utz Quality Foods, LLC (“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. (“Golden Flake”), Inventure Foods, Inc. and its subsidiaries (“Inventure Foods”), and Kitchen Cooked Inc. (“Kitchen Cooked”); Kennedy Endeavors, LLC (“Kennedy”); and GH Pop Holdings, LLC, with its wholly-owned subsidiaries Good Health Natural Products, LLC (“Good Health”), Condor Snack Foods, LLC, and Snikiddy, LLC (“Snikiddy”). SRS Leasing LLC and its subsidiaries (“SRS”) were companies formed to acquire, hold and lease real estate to UQF. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, UQF was determined to be the primary beneficiary of SRS, an entity under common ownership. The accounts of SRS have been consolidated with those of UQF as of and for the fiscal year ended December 29, 2019. On December 30, 2019, the first day of the fiscal year of 2020, SRS was merged into UQF, with UQF surviving the transaction. The accumulated (deficit) equity of SRS was presented on the noncontrolling interest line of the consolidated balance sheet as of December 29, 2019 and was reclassified to members’ (deficit) equity on December 30, 2019, the date of the merger. Rice Investments, L.P. (“RILP”) was formed as a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act on January 30, 2004 for the purpose of acquiring, owning, managing, and selling or otherwise disposing of intellectual property (namely trade names) that are used by UQF. RILP had one general partner, UQF, and one limited partner, UM-R Intermediate, LLC (“Intermediate R”). UQF, in accordance with ASC 810, was determined to be the primary beneficiary of RILP, an entity under common ownership. The accounts of RILP have been consolidated with those of UQF as of and for the fiscal year ended December 29, 2019. On December 30, 2019 Intermediate R was merged into Intermediate U with Intermediate U surviving the transaction. Finally, and immediately following that merger, RILP merged into UQF, with UQF being the surviving entity and Intermediate U remaining the sole member of UQF. Prior to these mergers the statements of SRS, RILP, and Intermediate R were combined within the financial statements of Intermediate U. On March 18, 2020, Intermediate U changed its name to Utz Brands Holdings, LLC upon filing a Certificate of Amendment with the Secretary of State of the State of Delaware. All intercompany transactions and balances have been eliminated in combination/consolidation. Operating Entities Holding Entities Utz Quality Foods, LLC Utz Brands, Inc. UTZTRAN, LLC Utz Brands Holdings, LLC Golden Flake Snack Foods, Inc. GH Pop Holdings, LLC Inventure Foods, Inc. and its subsidiaries Heron Holding Corporation Kennedy Endeavors, LLC Truco Holdco, Inc. Good Health Natural Products, LLC Condor Snack Foods, LLC Snikiddy, LLC Kitchen Cooked, Inc. Truco Enterprises, LP Restatement of Previously Issued Financial Statements - On April 12, 2021, the SEC issued a statement titled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”) on the accounting for warrants issued by special purpose acquisition companies. The Staff Statement referenced the guidance included in U.S. GAAP that entities must consider in determining whether to classify contracts that may be settled in its own stock, such as warrants, as equity or as an asset or liability. The Company historically presented the following within equity in the Successor period: the public warrants (the “Public Warrants”) issued in connection with the initial public offering of CCH; the forward purchase warrants (the “Forward Purchase Warrants”) issued pursuant to those certain Forward Purchase Agreements entered into by CCH, the Sponsor, and the independent directors of CCH (the “Forward Purchase Agreements”) that were issued at the closing of the Business Combination of CCH and UBH as part of the Forward Purchase Agreements; and the private placement warrants initially sold to the Sponsor simultaneously with the closing of CCH’s initial public offering (the “Private Placement Warrants” and, collectively with the Public Warrants and Forward Purchase Warrants, the “Warrants”). The Company announced the redemption of the Public Warrants and Forward Purchase Warrants on December 14, 2020 and on January 14, 2021 completed the redemption of any Public Warrants or Forward Purchase Warrants that remained outstanding on such date. Following consideration of the guidance in the Staff Statement and in ASC 815, Derivatives and Hedging, the Company has concluded that the Warrants do not meet the conditions to be classified within equity. Rather, the Company determined that the Warrants should be classified as a liability and marked to fair value through earning in the consolidated statements of operations and comprehensive income (loss) each reporting period. As a result, the Company has restated its consolidated annual financial statements for the fiscal year ended January 3, 2021 and its unaudited quarterly financial data of the Successor period for the fiscal quarters ended September 27, 2020 and January 3, 2021. 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 restatement was a non-cash impact and thus did not have an impact on our historically reported cash and cash equivalents, or cash flows from operating, investing or financing activities. The restatement resulted in an impact to additional paid-in capital of $(5.6) million and to accumulated deficit of $127.2 million as of the beginning of the Successor period on August 29, 2020. The impact of the correction on the applicable financial statement line items in the consolidated balance sheet that were originally reported as of January 3, 2021 is as follows: Successor As of January 3, 2021 (in thousands) As Reported Restated Impact As Restated Current portion of warrant liabilities $ — $ 52,580 $ 52,580 Total current liabilities 147,529 52,580 200,109 Non-current warrant liabilities — 85,032 85,032 Total non-current liabilities 914,121 85,032 999,153 Total liabilities 1,061,650 137,612 1,199,262 Additional paid-in capital 623,729 169,732 793,461 Accumulated deficit (22,401) (219,089) (241,490) Total stockholders’ equity 602,265 (49,357) 552,908 Noncontrolling interest 920,249 (88,255) 831,994 Total equity 1,522,514 (137,612) 1,384,902 The impact of the correction on the applicable financial statement line items in the consolidated statement of operations and comprehensive income (loss) that were originally reported for the Successor period in the fiscal year ended January 3, 2021 is as follows: Successor From August 29, 2020 through January 3, 2021 (in thousands, except share data) As Reported Restated Impact As Restated Loss on remeasurement of warrant liabilities $ — $ (91,851) $ (91,851) Other (expense) income, net (15,359) (91,851) (107,210) (Loss) income before taxes (16,317) (91,851) (108,168) Net (loss) income (16,050) (91,851) (107,901) Net (loss) income attributable to controlling interest (8,079) (91,851) (99,930) Comprehensive (loss) income (7,155) (91,851) (99,006) Earnings per share of Class A Common Stock – Basic and Diluted (in dollars) (0.13) (1.51) (1.64) Additionally, as a result of the Warrants being classified as liabilities, the Forward Purchase Agreements has been deemed to be a derivative liability that should have been fair valued at inception and marked to market at each reporting period under CCH. Therefore, the Company has determined there to be an immaterial correction in its opening statement of equity and has reclassified $26.1 million from additional paid-in-capital to accumulated deficit as of August 29, 2020. See Note. 23 "Unaudited Quarterly Financial Data" for restatement changes for the unaudited quarterly financial statements for the Successor periods from August 29, 2020 through September 27, 2020 and from September 28, 2020 through January 3, 2021. The impacts of the restatement have been reflected throughout the consolidated financial statements, including the applicable footnotes, as appropriate. 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 our 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 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 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 statements with another public company which is either not an emerging growth company or 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. Operations – The Company through its wholly owned subsidiary UQF, is a premier producer, marketer and distributor of snack food products since 1921. The Company has steadily expanded its distribution channels to where it now sells products to supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military, and other channels in most regions of the United States through routes to market that include direct-store-delivery, direct to warehouse, and third-party distributors. With the acquisition of Golden Flake in September 2016, Inventure Foods in December 2017, Kennedy in October 2019 and Truco in December 2020, the Company expanded its national production and distribution capabilities. The Company manufactures and distributes a full line of high-quality salty snack items, such as potato chips, tortilla chips, pretzels, cheese balls, pork skins, party mixes, and popcorn. The Company also sells dips, crackers, dried meat products and other snack food items packaged by other manufacturers. Segment Reporting – The Company operates in one reportable segment: the manufacturing, distribution, marketing and sale of snack food products. The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources. The CODM is the Chief Executive Officer of the Company. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. Cash and Cash Equivalents – The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. The majority of the Company’s cash is held in financial institutions with insurance provided by the Federal Deposit Insurance Corporation (“FDIC”) of $250,000 per depositor. At various times, account balances may exceed federally insured limits. Accounts Receivables – Accounts receivable are reported at net realizable value. The net realizable value is based on management’s estimate of the amount 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. Inventories – Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Inventory write-downs are recorded for shrinkage, damaged, stale and slow-moving items. Property, Plant and Equipment – Property, plant and equipment are stated at cost net of accumulated depreciation. Major additions and betterments are recorded to the asset accounts, while maintenance and repairs, which do not improve or extend the lives of the assets, are charged to expense accounts as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations in the disposal period. Depreciation is determined utilizing the straight-line method over the estimated useful lives of the various assets, which generally range from 2 to 20 years for machinery and equipment, 3 to 10 years for transportation equipment and 8 to 40 years for buildings. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to sell. The Company assesses for impairment on property, plant and equipment upon the occurrence of a triggering event. Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, and deferred tax assets and liabilities 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 and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be 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. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the 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 that was not recognized as a result of applying the provisions 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 interest expense and penalties as selling and administrative expenses. As of January 3, 2021 and December 29, 2019, 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. Distribution Route Acquisition and Sale Transactions – The Company acquires and sells distribution routes as a part of the Company’s maintenance of its direct-store delivery (“DSD”) network. As new independent operators (“IOs”) are identified, the Company either sells its newly-created or existing Company-managed routes to IOs or sells routes that were previously acquired by the Company to IOs. Gain/loss from the sale of a distribution route is recorded upon the completion of the sale transaction, and is calculated based on the difference between the sale price of the distribution route and the asset carrying value of the distribution route as of the date of sale. The Company records intangible assets for distribution routes that it purchases based on the payment that the Company makes to acquire the route, and records the purchased distribution routes as indefinite-lived intangible assets under FASB ASC 350, Intangibles – Goodwill and Other. The indefinite lived intangible assets are subject to annual impairment testing. Goodwill and Other Identifiable Intangible Assets – The Company allocates the cost of acquired 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 of 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 an impairment of the goodwill or intangible assets. Finite-lived intangible assets consist of distribution/customer relationships, technology, certain master distribution rights and certain trademarks. These assets are being amortized over their estimated useful lives. Finite-lived intangible assets are tested for impairment only when management has determined that potential impairment indicators are present. Goodwill and other indefinite-lived intangible assets (including certain trade names, certain master distribution rights and company-owned sales routes) are not amortized but are tested for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. The Company tests goodwill for impairment at the reporting unit level. The Company has identified the existing snack food operations as its sole reporting unit. As the Company has early adopted the FASB Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (“Topic 350”): Simplifying the Test for Goodwill 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. ASU No. 2017-04, Topic 350, also permits an entity to first assess qualitative factors to determine whether it is necessary to perform quantitative impairment tests for goodwill and indefinite-lived intangibles. If an entity believes, as a result of each qualitative assessment, it is more likely than not that the fair value of goodwill or an indefinite-lived intangible asset exceeds its carrying value then a quantitative impairment test is not required. For the qualitative analysis performed, which took place on the first day of the fourth quarter, we have 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 have taken place from the period of the business combination, which assessed goodwill, o n August 28, 2020. We have determined that there was no significant impact that affected the fair value of the reporting unit. Therefore, we have determined that it was not necessary to perform a quantitative goodwill impairment test for the reporting unit Share-Based Compensation – Share-based compensation is rewarded to employees and directors of the Company and accounted for in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”). Share-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. During the Successor period, the Company uses various forms of long-term incentives including, but not limited to, Stock Options, Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”), provided that the exercise and issuance of such stock options was contingent upon the Company filing a Registration Statement on Form S-8 ("Form S-8") with the SEC, which occurred on November 2, 2020. The fair value of stock options is estimated at the date of grant using the Black-Scholes valuation model. The exercise price of each stock option equals or exceeds the estimated fair value of the Company’s stock price on the date of grant. Stock options can generally be exercised over a maximum term of ten years. The grant date fair value of the PSUs is determined using the Monte Carlo simulation model. The grant date fair value of the RSUs is determined using the Company’s share price on the grant date. Share-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. 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. The carrying value of all cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature. The carrying value of the debt is also estimated to approximate its fair value based upon current market conditions and interest rates. The fair value of the hedging instruments are revalued at each reporting period. Self-Insurance – The Company is primarily self-insured, up to certain limits, for employee group health claims. The Company purchases stop-loss insurance, which will reimburse the Company for individual and aggregate claims in excess of certain annual established limits. Operations are charged with the cost of claims reported and an estimate of claims incurred but not reported. Total health care expense under the program was $6.5 million and $9.9 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $16.6 million and $15.8 million for the years ended December 29, 2019 and December 30, 2018, respectively. The reserve for unpaid claims, which includes an estimate of claims incurred but not reported, was $1.5 million and $1.4 million at January 3, 2021 and December 29, 2019, respectively. The Company is primarily self-insured through large deductible insurance plans for automobile, general liability and workers’ compensation. The Company has utilized a number of different insurance vehicles and programs for these insurable risks and recognizes expenses and reserves in accordance with the provisions of each insurance vehicle/program. The expense associated with automobile, general liability and workers’ compensation insurance programs totaled $1.5 million and $6.5 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $9.0 million and $8.6 million for the years ended December 29, 2019 and December 30, 2018, respectively. The Company also records reserves for unpaid claims and an estimate for claims incurred but not yet reported, including an estimate for the development of any such claim. As of January 3, 2021 and December 29, 2019, the Company had reserves totaling $5.0 million and $5.7 million, respectively, for these insurance programs. Shipping and Handling – The Company records shipping and handling expenses within selling expenses. Shipping and handling expenses for products shipped to customers totaled $12.6 million and $22.0 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $27.7 million and $26.2 million for the years ended December 29, 2019 and December 30, 2018, respectively. Advertising Costs – Advertising costs are charged to operations when incurred. The Company had no significant direct response advertising. Advertising expenses totaled $6.0 million and $5.1 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $8.0 million and $5.9 million for the years ended December 29, 2019 and December 30, 2018, respectively. Employee Benefits – The Company maintains several contributory 401(k) retirement plans (the “Plans”) for its employees. Profit sharing contributions are made at the discretion of the Board of Directors and expenses recognized related to the profit sharing contribution was $1.8 million and $3.5 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $4.9 million and $5.1 million for fiscal years 2019 and 2018, respectively. The Plans provide employees with matching contributions primarily at 20% of their contributions as defined in the Plans. The expense related to the matching contributions was $0.6 million and $1.1 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively and totaled $1.4 million and $1.3 million for fiscal years 2019 and 2018, respectively. Revenue Recognition – The Company’s revenues primarily consist of the sale of salty snack items to customers, including supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military, and other channels. The Company sells its products in most regions of the United States primarily through its DSD network, direct to warehouse shipments, and third-party distributors. These revenue contracts generally have a single performance obligation. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs. Amounts billed and due from customers are classified as accounts receivables and require payment on a short-term basis and, therefore, the Company does not have any significant financing components. The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Applicable shipping and handling are included in customer billing and are recorded as revenue as the products’ control is transferred to customers. The Company assesses the goods promised in customer purchase orders and identifies a performance obligation for each promise to transfer a good that is distinct. The Company offers various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. The Company’s promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of t |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Jan. 03, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Utz Brands Holdings, LLC On June 5, 2020, UBH entered into a definitive Business Combination Agreement with CCH and the Continuing Members. At the closing of the Business 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 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. The Company was determined to be the accounting acquirer and UBH was determined to be the accounting acquiree, in accordance with ASC 810, as the Company is considered to be the primary beneficiary of UBH after the Business Combination. In accordance with the ASC 805, Business Combinations, acquisition method of accounting, the purchase price allocation of assets acquired and liabilities assumed of UBH are presented based on their estimated fair values as of the Closing. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. As a result of the Business Combination, the Company’s financial statement presentation distinguishes UBH as the “Predecessor” through the Closing Date. The Company, which includes consolidation of UBH subsequent to the Business Combination, is the “Successor” for periods after the Closing Date. 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: (in thousands) Total cash consideration $ 199,161 Tax Receivable Agreement obligations to the Continuing Members (1) 28,690 Replaced Awards (2) 11,175 Continuing Members’ Retained Restricted Units in UBH (3) 54,067 Total purchase consideration 293,093 Noncontrolling interest (4) 896,701 Net debt assumed 648,150 Total business enterprise value $ 1,837,944 (1) Under the terms of the TRA, the Company generally will be required to pay to the Continuing Members 85% of the applicable cash savings, if any, in U.S. federal and state income tax based on its ownership in UBH that the Company is deemed to realize in certain circumstances as a result of the increases in tax basis and certain tax attributes resulting from the Business Combination. The fair value of these contingent payments at the Closing was $28.7 million which has been recorded as a non-current accrued expense. Refer to Note 15. "Income Taxes" for additional information on the TRA. (2) Represents the fair value of the Phantom Units associated with the pre-combination requisite service period and issued under the 2018 LTIP that were converted into 2020 LTIP RSUs of the Company issued under the 2020 LTIP at the Closing. The difference between the fair value of the Phantom Units and the fair values of the 2020 LTIP RSUs represents the fair value of the compensation expenses for the post-combination requisite service period for the replacement awards. Compensation expenses will be recorded evenly during the post-combination requisite service period through the end of fiscal 2021, which is the cliff vest date of the replacement awards. Refer to Note 11. "Share Based Compensation" for additional information on the 2020 LTIP RSUs. (3) A total of 3,483,022 common limited liability company units that were initially subject to certain restrictions (the "Retained Restricted Units") in UBH were received by the Continuing Members at the Closing. These Retained Restricted Units were vested and converted to common limited liability company units of UBH at the Closing, as the vesting conditions were all met as of the Closing. The fair value of the Retained Restricted Units was calculated based on the stock price of the Company at the August 28, 2020 Closing, 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. (4) The noncontrolling interest represents the common limited liability company units of UBH held by the Continuing Members. The fair value of these units was determined based on the Class A Common Stock price of the Company at the August 28, 2020 Closing, 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. The following table summarizes the provisional fair values of the assets acquired and liabilities assumed of UBH at Closing: (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 269,951 Identifiable intangible assets (1) 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 Goodwill (2) $ 644,956 (1) The Company has determined that certain of the acquired trade names included in intangible assets will be amortized over a period of 15 years, and the customer relationships intangible asset will be amortized over a period of 25 years on a straight-line basis commensurate with the acquisition date expectations for the economic value (i.e. 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: 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 (2) The goodwill of $645.0 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of UBH. A portion of the goodwill recognized is expected to be deductible for income tax purposes. As of January 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. The predecessor financial statements of UBH include $25.0 million of transaction costs from December 30, 2019 to August 28, 2020. These transaction costs are recorded within administrative expenses within the consolidated statements of operations and comprehensive income. Prior to the Closing Date, CCH incurred $13.4 million of transaction costs related to the Business Combination, which are not reported in the predecessor consolidated statements of operations and comprehensive income as CCH is not the predecessor. UBH contributed revenues of $325.6 million and net loss of $13.8 million in the consolidated statement of operations for the period from the acquisition date of August 28, 2020 to January 3, 2021. Kitchen Cooked On November 19, 2019 UBH entered into a stock purchase agreement to acquire all of the outstanding shares of common stock ("Kitchen Cooked Acquisition") of Kitchen Cooked, an Illinois corporation. UBH acquired Kitchen Cooked to expand its distribution and production capacity in Illinois and the surrounding area. UBH closed the acquisition of Kitchen Cooked on December 30, 2019. At the closing, UBH made a cash payment of $6.9 million and recorded $2.0 million in deferred payment obligations for the acquisition of the outstanding shares of Kitchen Cooked as well as certain real estate supporting its operations. The $2.0 million in deferred payments were payable in installments of $1.0 million each on the first two anniversaries following the closing, with $1.0 million paid at the end of fiscal 2020 and $1.0 million payable towards the end of fiscal year 2021. The purchase consideration was primarily allocated between trademarks $1.6 million, customer relationships $2.1 million, and other assets totaling $2.3 million and liabilities assumed of $1.2 million, which resulted in goodwill of $4.1 million. The Company has determined that all the acquired customer relationships and trademarks will be amortized over a period of 15 years on a straight-line basis commensurate with the acquisition date expectations for the economics that are to be provided by the trademarks and customer relationships. The goodwill of $4.1 million arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations and intangible assets that do not qualify for separate recognition. None of the goodwill recognized is expected to be deductible for income tax purposes. H.K. Anderson On November 2, 2020, the Company, through its subsidiary UQF acquired certain assets of the H.K. Anderson business ("HKA Acquisition"), a leading brand of peanut butter-filled pretzels, from subsidiaries of Conagra Brands, Inc. for approximately $8.0 million. 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 trademarks and customer relationships are being amortized over a period of 15 years. As of January 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. Truco Holdco Inc. Acquisition and OTB Brand Purchase On November 11, 2020 the Company caused its subsidiaries, UQF and Heron, to enter into a Stock Purchase Agreement among UQF, Heron, Truco and Truco Holdings LLC. On December 14, 2020, pursuant to the Stock Purchase Agreement, the Company caused its subsidiary, Heron, to consummate the Truco Acquisition. Upon completion of the Truco Acquisition, Truco became a wholly owned subsidiary of Heron. At the closing of the Truco Acquisition, the Company paid the aggregate cash purchase price of approximately $404.0 million to Truco Holdings LLC, including payments of approximately $3.0 million for cash on hand at Truco at the closing of the Truco Acquisition, less estimated working capital adjustments, subject to customary post-closing adjustments. In addition, on December 14, 2020, UQF consummated the IP Purchase pursuant to which it purchased and acquired from OTB Acquisition, LLC the OTB IP pursuant to an Asset Purchase Agreement, dated November 11, 2020, among UQF, Truco Seller and OTB Acquisition, LLC. The IP Purchase was determined to be an asset acquisition under the provisions of ASC Subtopic 805-50. The IP Purchase is accounted for separately from the Truco Acquisition, as Truco and the OTB IP were acquired from two different selling parties that were not under common control and the two acquisitions are separate transactions. The OTB IP was initially recognized and measured by the Company based on its purchase price of $79.0 million since it was acquired in an asset purchase and is treated as an indefinite lived intangible assets. For the Truco Acquisition, the Company was determined to be the accounting acquirer and Truco was determined to be the accounting acquiree, in accordance with ASC 805. In accordance with the ASC 805 acquisition method of accounting, the purchase price allocation of assets acquired and liabilities assumed of Truco are presented based on their estimated fair values as of the closing date of the acquisition. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. The following table summarizes the provisional fair values of the assets acquired and liabilities assumed by the Company at the date of the acquisition: (in thousands) Purchase consideration $ 403,963 Tax consideration (1) 4,468 Total consideration 408,431 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 Customer relationships (2) 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 Goodwill (3) $ 213,687 (1) The Stock Purchase Agreement provided that Truco Holdings LLC is entitled to receive any tax refunds received by the Company after the closing date for any pre-closing date tax period of Truco. The Company estimated an income tax refund receivable in the amount of $4.5 million related to the pre-acquisition tax periods, which was reflected on the Company's consolidated balance sheet as of January 3, 2021. The Company recorded a corresponding payable of $4.5 million to Truco Holdings LLC. (2) The identifiable intangible assets represent the existing customer relationships of Truco that were valued using a discounted cash flow model using projected sales growth, attrition and a useful life of 15 years. Truco’s provisional customer relationship fair value is $225.0 million. The Company has determined that all the acquired customer relationships will be amortized over a period of 15 years on a straight-line basis commensurate with the acquisition date expectations for the economics that are to be provided by the customer relationships. (3) The goodwill of $213.7 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Truco. As of January 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. The Company incurred $5.6 million of transaction costs directly related to the acquisition. These transaction costs are recorded within administrative expenses within the consolidated statements of operations and comprehensive income. Truco contributed revenues of $9.7 million and net income of $0.8 million in the consolidated statement of operations and comprehensive income (loss) for the period from the acquisition date of December 14, 2020 to January 3, 2021. Kennedy On September 10, 2019, UQF entered into a stock purchase agreement to acquire all of the outstanding shares of common stock of Kennedy (the "Kennedy Acquisition") from Conagra Brands, Inc. (“Conagra”), a Delaware corporation. Kennedy was previously wholly owned by the Conagra subsidiary, Peak Finance Holdings LLC (“the Seller”). Kennedy consists of two divisions: Tim’s Cascade Snacks and Snyder of Berlin, which are snack food manufactures. Kennedy was acquired to expand the Company’s national footprint and capture significant synergies. The acquisition provided UQF with the second-largest DSD network for branded salty snacks in the Pacific Northwest; a leased, regional production facility outside of Seattle, WA; and increased scale with retailers in the Western U.S. The Company also acquired regional DSD routes and a production facility in Berlin, PA, which are highly complementary with its existing business in that region. The acquisition was closed on October 21, 2019 when UQF commenced a cash acquisition to purchase all of the outstanding shares of common stock of Kennedy. UQF made a cash payment of $141.4 million for the acquisition on the closing date, which included cash paid for the acquisition of the outstanding shares of Kennedy, settlement of insurance for the transaction incurred by UQF, transfer of $1.6 million in operating cash to Kennedy, and settlement of certain professional fees totaling $1.8 million incurred by UQF. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of the Kennedy Acquisition: (in thousands) Purchase consideration $ 138,072 Assets acquired: Cash 227 Accounts receivable 12,331 Inventory 7,443 Prepaid expenses and other assets 129 Property, plant and equipment 19,175 Trademarks 20,810 Customer relationships 13,200 Favorable and unfavorable lease intangibles (85) Total assets acquired: 73,230 Liabilities assumed: Accounts payable 4,996 Accrued expenses and other 1,644 Other non-current liabilities 18 Total liabilities assumed: 6,658 Net identifiable assets acquired 66,572 Goodwill $ 71,500 As of January 3, 2021, the purchase price allocation has been finalized. UQF has determined that all the acquired trademarks included in Intangible assets, net will be amortized over a period of 15-20 years, and the customer relationship asset will be amortized over a period of 15 years on a straight-line basis commensurate with the acquisition date expectations for the economic value (i.e. net cash flow generating capability) that is to be provided by the trademarks and relationships, respectively. The transaction included the recognition of a liability of $0.1 million for unfavorable leases acquired which shall be amortized over three years. The goodwill of $71.5 million arising from the acquisition of Kennedy consists largely of the synergies and economies of scale expected from combining the operations, and intangible assets that do not qualify for separate recognition, including assembled workforce acquired through the acquisition. The goodwill recognized is expected to be deductible for income tax purposes. The results of operations of Kennedy are reported in the Company’s combined financial statements from the date of acquisition and include $20.6 million of total net sales and $0.1 million of net income for fiscal year 2019. During fiscal year 2020 Kennedy was integrated into the Company to the point where Kennedy revenue and net income is not separable. The following unaudited pro forma financial information presents the results of operations as if the Business Combination, Truco Acquisition, IP Purchase, HKA Acquisition, Kitchen Cooked Acquisition, and the Kennedy Acquisition had occurred on January 1, 2019. These unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma information reflects the step-up depreciation and amortization adjustments for the fair value of the assets acquired, the adjustment in interest expense due to the reduction in long term debt as a result of the Business Combination, and the related adjustment to the income tax provision. In addition, the pro forma net income is not adjusted to exclude transaction expenses and other non-recurring costs. For the year ended January 3, 2021 For the year ended December 29, 2019 (in thousands) (unaudited) (unaudited) (as restated) (as restated) Pro forma net sales $ 1,154,229 $ 1,014,223 Pro forma net loss (203,491) (25,875) Pro forma net loss attributable to controlling interest (197,849) (10,927) Pro forma net loss attributable to noncontrolling interest (5,642) (14,948) |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jan. 03, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Finished goods $ 28,935 $ 24,447 Raw materials 25,150 22,122 Maintenance parts 5,746 4,575 59,831 51,144 Less: inventory reserve (21) (250) Total inventories $ 59,810 $ 50,894 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Jan. 03, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Land $ 22,750 $ 14,970 Buildings 83,780 104,736 Machinery and equipment 157,513 297,666 Land improvements 2,228 1,174 Building improvements 1,047 3,561 Construction-in-progress 15,518 7,341 282,836 429,448 Less: accumulated depreciation (12,420) (257,731) Property, plant and equipment, net $ 270,416 $ 171,717 In the fourth quarter of fiscal year 2018 as a result of the expected shutdown of the Oracle ERP system associated with the Inventure Foods acquisition, the Company performed a detailed review of the computer hardware and software acquired in this acquisition. As a result of this review, the Company determined that certain assets with a cost of $0.8 million and a net book value of $0.5 million had become impaired with no realizable or salvage value and, accordingly, were written off at the end of fiscal year 2018. During 2018, based on a plant optimization study, management made a determination to close its Denver plant. The plant was officially closed at the end of July 2018. All production at the Denver plant was transferred to other facilities owned by the Company. The Denver plant assets were depreciated through July 2018 when operations ceased. The carrying amount of the assets in the Denver plant at December 30, 2018 was $3.6 million. On March 4, 2019, the Company entered into an agreement for the sale of the property, subject to inspection by the buyer and other customary closing conditions. Based on the existing agreement for sale, the fair value less cost to sell of the assets exceeded the carrying amount of the assets. Accordingly, the Company measured the Denver plant assets at the carrying amount and classified these assets as “assets held for sale” on the combined balance sheet at December 30, 2018. In July 2019, the Company sold the Denver plant for $8.2 million, realizing a gain of $4.6 million in other income, net. There were no material fixed asset impairments for the fiscal year 2019 or fiscal year 2020. Depreciation expense was $12.4 million and $19.0 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $23.6 million and $24.6 million for the years ended December 29, 2019 and December 30, 2018, 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). |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Jan. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET A rollforward of goodwill is as follows: Predecessor (in thousands) Balance as of Balance as of December 30, 2018 $ 130,907 Acquisition of Kennedy 71,500 Balance as of December 29, 2019 202,407 Acquisition of Kitchen Cooked 4,060 Kennedy acquisition adjustment 989 August 28, 2020 $ 207,456 Successor (in thousands) Balance as of August 29, 2020 $ 644,956 Acquisition of H.K. Anderson 3,540 Acquisition of Truco 213,687 January 3, 2021 $ 862,183 For the Predecessor period, the change to goodwill was attributable to the acquisition of Kitchen Cooked and a measurement period adjustment to the Kennedy opening balance sheet. For the successor period, the opening balance of goodwill was attributable to the business combination with CCH as described in the Note 1. " Operations and Summary of Significant Accounting Policies" and Note 2. "Acquisitions". The change to goodwill in the successor period was attributable to the acquisitions of H.K. Anderson and Truco. Intangible assets, net, consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Subject to amortization: Distributor/customer relationships $ 671,150 $ 107,100 Technology 43 1,250 Trademarks 57,810 22,610 Master distribution rights 2,221 — Unfavorable lease — (85) Amortizable assets, gross 731,224 130,875 Accumulated amortization (8,268) (20,425) Amortizable assets, net 722,956 110,450 Not subject to amortization Trade names 434,513 66,580 Master distribution rights — 4,677 IO routes 14,240 2,307 Intangible assets, net $ 1,171,709 $ 184,014 Amortizable trademark intangible assets increased by $1.6 million and distributor/customer relationships increased by $2.1 million during fiscal year 2020 due to the acquisition of Kitchen Cooked. Trade names increased by $0.7 million due to the purchase of the rights for certain intellectual property. For the successor period, the balance of the intangible assets were recorded at fair value and the historical accumulated amortization was derecognized as a result of the business combination with CCH as described in the Note 1. " Operations and summary of Significant Accounting Policies" and Note 2. "Acquisitions". These changes resulted in additional amortization of $4.7 million in the successor period from August 29, 2020 to January 3, 2021. Amortizable trademark intangible assets increased by $1.8 million, indefinite life trade names assets increased by $79.0 million and distributor/customer relationships increased by $227.7 million during the fourth quarter of fiscal 2020 due to the acquisition of H.K. Anderson and Truco. There were no other changes to intangible assets during the year ended January 3, 2021 other than that which arises from the regular buying and selling of Company owned routes and amortization. Amortization of the distributor/customer relationships, technology, and trademarks amounted to $8.3 million and $5.1 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $5.7 million and $5.8 million for the years ended December 29, 2019 and December 30, 2018, respectively. Amortization expense is classified in administrative expenses on the consolidated statements of operations and comprehensive income (loss). Estimated future amortization expense is as follows: Successor (in thousands) As of January 3, 2021 2021 $ 36,919 2022 36,919 2023 36,919 2024 36,919 2025 36,919 Thereafter 538,361 Total $ 722,956 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Jan. 03, 2021 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTES RECEIVABLE The Company has undertaken a program in recent years to sell company-managed DSD distribution routes to IOs. Contracts are executed between the Company and the IO for the sale of the product distribution route, including a note in favor of the Company, in certain cases. The notes bear interest at rates ranging from 0.00% to 8.55% with terms ranging generally from one Other notes receivable totaled $0.6 million and $1.4 million as of January 3, 2021 and December 29, 2019, respectively. |
ACCRUED EXPENSES AND OTHER
ACCRUED EXPENSES AND OTHER | 12 Months Ended |
Jan. 03, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER | ACCRUED EXPENSES AND OTHER Current Accrued expenses and other consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Accrued compensation and benefits $ 36,968 $ 14,198 Insurance liabilities 8,100 7,880 Accrued freight and manufacturing related costs 6,972 4,930 Truco acquisition tax consideration (1) 4,468 — Accrued dividends 4,261 — Short term interest rate hedge liability 3,048 — Accrued sales tax 1,300 1,300 Accrued interest 1,220 4,184 Other accrued expenses 14,451 11,714 Total accrued expenses and other $ 80,788 $ 44,206 (1) The Stock Purchase Agreement provided that Truco Holdings LLC is entitled to receive any tax refunds received by the Company after the closing date for any pre-closing date tax period of Truco as described in Note 2. "Acquisitions". As of January 3, 2021, the long term accrued expenses and other primarily consists of $28.7 million related to the TRA, described in Note 2. "Acquisitions", $6.9 million related to supplemental retirement and salary continuation plans, $2.1 million related the long term portion of an interest rate hedge liability and $0.1 million of other long term accrued expenses. As of December 29, 2019, the long term accrued expenses and other primarily consists of $14.4 million related to the 2018 LTIP, $5.2 million related to supplemental retirement and salary continuation plans. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jan. 03, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Revolving Credit Facility On November 21, 2017, UBH entered into an asset based revolving credit facility (the “ABL facility”) in an initial aggregate principal amount of $100.0 million. The ABL facility was set to expire on the fifth anniversary of closing, or November 21, 2022. On April 1, 2020, the ABL facility was amended to increase the credit limit up to $116.0 million and to extend the maturity through August 22, 2024. On July 23, 2020 the ABL facility was amended to add language around the public structure. 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 January 3, 2021 or December 29, 2019. 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. As of January 3, 2021 and December 29, 2019, $106.4 million and $83.0 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%). Under the Prime rate, had there been outstanding balances, the interest rate on the facility as of January 3, 2021 and December 29, 2019 would have been 3.75% and 5.25%, respectively. Had there been outstanding balances and the Company elected to use the LIBOR rate, the interest rate on the ABL facility as of January 3, 2021 and December 29, 2019 would have been 1.64% and 3.30%, respectively. The ABL facility is also subject to unused line fees (0.5% at January 3, 2021) and other fees and expenses. Standby letters of credit in the amount of $14.1 million have been issued as of January 3, 2021 and December 29, 2019. The standby letters of credit are primarily issued for insurance purposes. Term Loans On November 21, 2017, the Company entered into a First Lien Term Loan Credit Agreement (the “First Lien Term Loan”) in a principal amount of $535.0 million and a Second Lien Term Loan Credit Agreement (the “Second Lien Term Loan”, and collectively with the First Lien Term Loan, the “Term Loans”) in a principal amount of $125.0 million. The proceeds of the Term Loans were used to refinance the Company’s January 2017 credit facility and fund the acquisition of Inventure Foods and the repurchase of the Predecessor membership units held by a minority investor. The First Lien Term Loan requires quarterly principal payments of $1.3 million beginning March 2018, with a balloon payment due for any remaining balance on the seventh anniversary of closing, or November 21, 2024. On August 28, 2020, as part of the Business Combination (as described in Note 1. " Operations and Summary of Significant Accounting Policies" and Note 2. "Acquisitions") an advance payment of principal was made on the First Lien Term Loan of $111.6 million, as such no principal payments are due until November 21, 2024. 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 January 3, 2021 and December 29, 2019 was 3.65% and 5.20%, respectively. The Company incurred closing and other costs associated with the Term Loans, which were allocated to each loan on a specific identification basis based on original principal amounts. Finance fees allocated to the First Lien Term Loan and the Second Lien Term Loan were $10.7 million and $4.1 million, respectively, which are presented net within “non-current portion of debt” on the consolidated balance sheets for the Predecessor periods. Deferred fees are amortized ratably over the respective lives of each term loan. Deferred fees associated with the term loans under the January 2017 credit agreement were fully expensed during 2017 and other deferred financing fees were derecognized as a result of the Business Combination as described in the Note 1. " Operations and Summary of Significant Accounting Policies" and Note 2. "Acquisitions". On October 1, 2019, the Company repaid the Second Lien Term Loan with the proceeds of the sale of preferred and common units by Series U, Series R, and SRS. The Company accounted for the repayment of the Second Lien Term Loan as a debt extinguishment as the investors who purchased the preferred units and common units were not parties to the Second Lien Term Loan. The total repayment was $126.3 million, and resulted in a loss on early extinguishment of approximately $4.3 million. On January 20, 2021, the First Lien Term Loan was refinanced. See Note 24. "Subsequent Event" for further details. Separately, on October 21, 2019, the Company entered into a Senior Secured First Lien Floating Rate Note (the “Secured First Lien Note”) in a principal amount of $125.0 million. Proceeds from the Secured First Lien Note were used primarily to finance the Kennedy Acquisition. The Secured First Lien Note requires quarterly interest payments, with a repayment of principal on the maturity date of November 21, 2024. The Secured First Lien Note bears interest at an annual rate based on 3 month LIBOR plus an applicable margin of 5.25%. The interest rate on the Secured First Lien Note on August 28, 2020, prior to payoff was 6.7%. On August 28, 2020, as part of the Business Combination Agreement with CCH (as described in Note 1. " Operations and Summary of Significant Accounting Policies" and Note 2. "Acquisitions", the Secured First Lien Note was paid off. The total repayment was $128.8 million, which includes a $2.5 million early termination fee included within other expense (income), net in the Successor period and $1.3 million of interest expense which had been accrued in the Predecessor period. On December 14, 2020, the Company entered into a Bridge Credit Agreement with a syndicate of banks, led by Bank of America, N.A. (the “Bridge Credit Agreement”). The proceeds of the Bridge Credit Agreement were used to fund the Company’s acquisition of Truco and the IP Purchase from OTB Acquisition, LLC, in which the Company withdrew $490.0 million to finance the Truco Acquisition and IP Purchase. The Bridge Credit Agreement bears interest at an annual rate based on 4.25% Base plus 1 month LIBOR with scheduled incremental increases to the base rate, as defined in the Bridge Credit Agreement. The loan converts into an Extended Term Loan if the Loan remains open 365 days after the closing date. As of January 3, 2021, the outstanding balance of the Bridge Credit Agreement was $370.0 million, with $120.0 million being repaid from the redemption of the Company's warrants. Commitment fees and deferred financing costs on the Bridge Credit Agreement totaled $7.2 million, of which $2.6 million remained on the books as of January 3, 2021. On January 20, 2021, the Bridge Credit Agreement was repaid in full by the refinancing of term debt. See Note 24. "Subsequent Events" for further details. The First Lien Term Loan, the Secured First Lien Note, the Bridge Credit Agreement and the ABL facility are collateralized by substantially all of the assets and liabilities of the Company. The credit agreements contain certain affirmative and negative covenants as to operations and the financial condition of the Company. The Company was in compliance with its financial covenant as of January 3, 2021. Aggregate principal maturities of debt as of January 3, 2021 are as follows: (in thousands) 2021 $ 469 2022 242 2023 204 2024 410,193 2025 370,000 Thereafter — Total $ 781,108 Other Notes Payable and Capital Leases During the first fiscal quarter of 2020, the Company closed on the acquisition of Kitchen Cooked, as described in Note 2. "Acquisitions" and the acquisition included a deferred purchase price of $2.0 million, of which $1.0 million is still outstanding as of 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, which is outstanding as of January 3, 2021. Amounts outstanding under notes payable consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Note payable – IO notes $ 23,106 $ 33,700 Capital lease 8,967 6,055 Other 1,509 29 Total notes payable 33,582 39,784 Less: current portion (9,018) (7,984) Long term portion of notes payable $ 24,564 $ 31,800 During fiscal 2019, the Company sold $33.2 million of notes receivable from IOs on its books for $34.1 million in a series of transactions to a financial institution. Due to the structure of the transaction, the sale did not qualify for sale accounting treatment and the Company has recorded the notes payable obligation owed by the IOs to the financial institution on its balance sheet; the corresponding notes receivable also remained on the Company’s balance sheet. The Company services the loans for the financial institution by collecting principal and interest from the IOs and passing it through to the institution. The underlying notes have various maturity dates through December 2028. The Company partially guarantees the outstanding loans, as discussed in further detail within Note 12. "Contingencies". 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. Interest expense for the Successor period from August 29, 2020 to January 3, 2021 was $13.3 million, $7.9 million of which was related to the Company’s ABL facility and other long-term debt and $4.7 million of which was related to amortization of deferred financing fees, and $0.7 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 ABL 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. Interest expense for the year ended December 29, 2019 was $48.4 million, $43.7 million of which was related to the Company’s ABL facility and other long-term debt, $2.1 million of which was related to amortization of deferred financing fees, and $2.6 million of which was related to IO loans. Interest expense for the year ended December 30, 2018 was $45.7 million, $42.3 million of which was related to the Company’s ABL facility and other long-term debt, $2.4 million of which was related to amortization of deferred financing fees, and $0.7 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). |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS | 12 Months Ended |
Jan. 03, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS | DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS 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%. 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 January 3, 2021, the effective fixed interest rate on the long-term debt hedged by this contract was 4.4%. For further treatment of the Company’s interest rate swap, refer to Note 10. "Fair Value Measurements" and Note 13. "Accumulated Other Comprehensive (Loss) Income." Warrant Liabilities The Company has outstanding warrants which are accounted for as derivative liabilities pursuant to ASC 815-40. See Note 17. "Warrants" for additional information on our warrant liabilities. A reconciliation of the changes in the warrant liability during the Successor period ended January 3, 2021 is as follows: (in thousands) Fair value of warrant liabilities as of the Closing of the Business Combination on August 29, 2020 $ 132,879 Loss on remeasurement of warrant liability 91,851 Reclassification of warrant liability to equity for exercised warrants (87,118) Fair value of warrant liabilities as of January 3, 2021 $ 137,612 Purchase Commitments 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 $33.2 million as of January 3, 2021. The Company accrues for losses on firm purchase commitments in a loss position at the end of each reporting period to the extent that there is an active observable market. The Company has recorded purchase commitment gain (losses) totaling $0.9 million and $(0.7) million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively. The Company has recorded purchase commitment gain (losses) totaling $0.9 million and $(1.1) million for the years ended December 29, 2019 and December 30, 2018, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jan. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company follows the guidance relating to fair value measurements and disclosures with respect to financial assets and liabilities that are re-measured and reported at fair value each reporting period, and with respect to non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable pricing inputs (Level III). A financial asset or liability’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below: Level I - Valuations are based on unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities; Level II - Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Financial asset or liabilities which are included in this category are securities where all significant inputs are observable, either directly or indirectly; and Level III - Prices or valuations that are unobservable and where there is little, if any, market activity for these financial assets or liabilities. The inputs into the determination of fair value inputs for these investments require significant management judgment or estimation. The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors. To the extent that valuation is based on inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. The fair values of the Company’s Level II derivative instruments were determined using valuation models that use market observable inputs including interest rate curves and both forward and spot prices for commodities. Derivative assets and liabilities included in Level II 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 January 3, 2021 (as restated): (in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 46,831 $ — $ — $ 46,831 Total assets $ 46,831 $ — $ — $ 46,831 Liabilities Commodity contracts $ — $ 248 $ — $ 248 Interest rate swaps — 5,163 — 5,163 Public warrants 52,580 — — 52,580 Private placement warrants — 85,032 — 85,032 Debt — 778,469 — 778,469 Total liabilities $ 52,580 $ 868,912 $ — $ 921,492 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 December 29, 2019: (in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 15,053 $ — $ — $ 15,053 Interest rate swaps — 1,486 — 1,486 Total assets $ 15,053 $ 1,486 $ — $ 16,539 Liabilities: Commodity contracts $ — $ 494 $ — $ 494 Debt — 640,125 — 640,125 Total liabilities $ — $ 640,619 $ — $ 640,619 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Jan. 03, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 2020 Omnibus Equity Incentive Plan In August 2020, CCH’s shareholders approved the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of various equity-based incentive awards to eligible employees and directors of the Company and its subsidiaries. The types of equity-based awards currently outstanding under the 2020 Plan include RSUs, PSUs, and stock options. There are 9,500,000 shares of Class A Common Stock reserved for issuance under the 2020 Plan. All awards currently issued under the 2020 Plan may be settled only in shares of Class A Common Stock. Restricted Stock Units 2020 LTIP RSUs In connection with the Business Combination, the Phantom Units issued under the 2018 LTIP were converted into the 2020 LTIP RSUs issued under the 2020 LTIP, with each RSU vesting on December 31, 2021, provided that if a change in control of Utz, under the terms of the 2020 LTIP occurs prior to December 31, 2021, the 2020 LTIP RSUs will become 100% vested, unless earlier forfeited under their terms, and representing an unfunded, unsecured promise by the Company to issue a participant one share of Class A Common Stock. Holders of 2020 LTIP RSUs are subject to substantially similar terms to the holders of Phantom Units, including requisite service period and vesting conditions. The conversion of the 2018 LTIP Phantom Units was accounted for as a modification under ASC 718. The 2020 LTIP RSUs are equity-classified due to settlement being in shares. As a result of the Business Combination, the Company converted the Phantom Units under the 2018 LTIP into 2020 LTIP RSUs, which may settle into up to 1,479,445 shares of Class A Common Stock plus such number of shares the Company may deliver, in its discretion, to satisfy certain gross-up obligations, under the 2020 LTIP at a fair value of $16.34 per unit to holders of the Phantom Units. The fair value of the Phantom Units being replaced was approximately $11.2 million at the Closing, which was attributable to the pre-combination service period and was included in the purchase price of the Business Combination. The fair value of the 2020 LTIP RSUs at the Closing of the Business Combination in excess of the fair value of the replaced Phantom Units attributable to the pre-combination period was approximately $13.9 million and is attributable to the post-combination requisite service period. Unrecognized compensation expense related to the 2020 LTIP RSUs was $8.2 million at January 3, 2021, which is expected to be recognized as expense over the remaining post-combination service period of approximately 1.0 year. The Company incurred $5.7 million of share-based compensation expense from August 29, 2020 through January 3, 2021. There were no forfeitures of 2020 LTIP RSUs during the Successor period. Initial Grant RSUs Under the 2020 Plan, the Company has granted certain employees and directors RSUs as a result of their significant contributions. These grants will settle upon vesting into shares of the Company’s Class A Common Stock, subject to continued employment. The Initial Grant RSUs for directors will vest on May 6, 2021, while the Initial Grant RSUs for certain employees will vest in equal installments on December 31, 2022 and December 31, 2023. Subject to the vesting of such awards, the Initial Grant RSUs will participate in dividends of the Company beginning with the fiscal 2020 end-of-year dividend declaration, which was paid out in the first quarter of fiscal 2021. During the period from August 29, 2020 through January 3, 2021, the Company granted 128,935 Initial Grant RSUs at a grant date fair value of $18.40 per unit, which is the closing share price of the Company’s Class A Common Stock on the grant date (August 31, 2020), provided that the issuance of the Initial Grant RSUs was contingent upon the Company filing a Form S-8 with the SEC, which occurred on November 2, 2020. All such RSUs remained unvested at January 3, 2021. Unrecognized compensation expense related to unvested Initial Grant RSUs was $1.9 million at January 3, 2021, which is expected to be recognized as expense over the weighted-average period of 2.0 years. The Company incurred $0.5 million of share-based compensation expense from August 29, 2020 through January 3, 2021. There were no forfeitures of Initial Grant RSUs during the Successor period. Performance Share Units The Company issued PSUs as part of the 2020 Plan, which settle into shares of the Company’s Class A Common Stock subject to the continued employment of the grantees and achievement of certain performance criteria, provided that the issuance of the PSUs was contingent upon the Company filing a Form S-8 with the SEC, which occurred on November 2, 2020. The number of PSUs that will vest is determined by the Company’s Class A Common Stock achieving a certain Total Shareholder Return (“TSR”) for the Company, relative to the TSR of a specified peer group. Depending on the Company’s TSR relative to the peer group TSR, the actual number of shares that will be vested can range from zero and up to 200% of the initial grant. The awards will vest 50% on December 31, 2022 and 50% on December 31, 2023, subject to the market condition described above. Subject to the vesting of such awards, the PSUs will participate in dividends of the Company beginning with the fiscal 2020 end-of-year dividend declaration, which was paid out in the first quarter of fiscal 2021. Since the PSUs vest based on market conditions, a Monte Carlo simulation model was used to determine the grant-date fair value of the PSUs. The assumptions used in the Monte Carlo simulation model included a weighted average expected term of 2.8 years, weighted average expected volatility of 53.6%, and weighted average risk-free rate of 0.2%. During the period from August 29, 2020 through January 3, 2021, the Company granted 140,076 PSUs at a weighted average grant date fair value of $23.67 per unit, all of which remained unvested at January 3, 2021. As of January 3, 2021, the Company had $2.9 million of total unrecognized compensation cost related to PSUs that will be recognized over a weighted average period of 2.3 years. The Company incurred $0.4 million in share-based compensation expense from August 29, 2020 through January 3, 2021 related to the PSUs. There were no forfeitures of PSUs during the Successor period. Stock Options The Company granted its Executive Leadership Team stock options exercisable for Class A Common Stock of the Company, provided that the exercise of such stock options was contingent upon the Company filing a Form S-8 with the SEC, which occurred on November 2, 2020. Subject to continued employment, 50% of these options will vest on December 31, 2022 and 50% on December 31, 2023. The Company granted 286,268 stock options on August 28, 2020 and the exercise price of the options is the Company’s closing share price of $16.34 on August 28, 2020. The stock options have a maximum contractual life of 10 years from the grant date. No options were exercised or forfeited during the Successor period, and no stock options were granted prior to the Business Combination. The fair value of each stock option granted was determined to be $7.38 using the Black-Scholes Option Pricing Model based on an expected volatility of 46.8%, expected option term of approximately 6.4 years, and risk-free rate of return of 0.4%. The risk-free rates are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. The expected option term was determined based on the simplified method as allowable under ASC 718 due to a lack of sufficient trading history for the Company’s common stock. The use of this method effectively assumes that exercise occurs evenly over the period from vesting until expiration, and therefore the expected term is the midpoint between the service period and the contractual term of the award. As of January 3, 2021, the Company had $1.5 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 2.0 years. For the period from August 29, 2020 through January 3, 2021, the stock compensation expense related to the stock options was $0.2 million. Utz Quality Foods, LLC 2018 Long-Term Incentive Plan UBH recorded a reserve for the estimated fair value of vested Phantom Units under the 2018 LTIP of $14.4 million as of December 29, 2019 and $11.2 million as of August 28, 2020, the Closing Date of the Business Combination. The 2018 LTIP liability is included in non-current accrued expenses and other on the consolidated balance sheets of the Predecessor. In connection with the Business Combination, these awards were replaced by the 2020 LTIP, a sub-plan under the 2020 Plan. Employee Stock Purchase Plan On December 10, 2020, the Board of Directors approved the 2021 Employee Stock Purchase Plan (“ESPP”), subject to stockholder approval. The ESPP will be effective January 1, 2021, and purchase rights may be granted under the ESPP prior to stockholder approval, but no purchase rights may be exercised unless and until stockholder approval is obtained. The maximum number of shares of the Company’s Class A Common Stock available for sale under the ESPP shall not exceed in the aggregate 1,500,000 shares, and may be unissued shares or treasury shares or shares bought on the market for purposes of the ESPP. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Jan. 03, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES Litigation Matters The Company is involved in litigation and other matters incidental to the conduct of its business, the results of which, in the opinion of management, are not likely to be material to the Company’s financial condition, results of operations or cash flows. Tax Matters 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 January 3, 2021 and December 29, 2019, the Company had a reserve of $1.3 million to cover the assessment. Guarantees The Company partially guarantees loans made to IOs by Cadence Bank for the purchase of routes. The outstanding balance of loans guaranteed was $4.1 million and $5.1 million at January 3, 2021 and December 29, 2019, 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. 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 $7.1 million and $0.7 million at January 3, 2021 and December 29, 2019, 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, which the Company partially guarantees. The outstanding balance of notes purchased by Bank of America at January 3, 2021 and December 29, 2019 was $16.5 million and $25.1 million, respectively. Due to the structure of the transaction, the sale 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 balance sheet; the corresponding note receivable also remained on the Company’s balance sheet. The maximum amount of future payments the Company could be required to make under these guarantees equates to 25% of the outstanding loan balance on the first day of each calendar year plus 25% of the amount of any new loans issued during such calendar year. 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. The Company guarantees loans made to IOs by M&T Bank for the purchase of routes. 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 $6.6 million and $8.6 million at January 3, 2021 and December 29, 2019, respectively, all of which was on balance sheet. 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. Unclaimed Property The Company was notified in September 2016 that several states requested an audit of the Company’s unclaimed property practices. The states initiating the audit include Connecticut, Idaho, Maryland, Massachusetts, New Hampshire, New York, South Dakota, and Tennessee but was later expanded to include a total of 22 states. The audit is limited to UQF and does not include any other legal entities. The audit consists of three components including accounts payable, payroll, and accounts receivable customer over-payments. The Company estimates that the potential liability for the accounts payable and payroll components is approximately $0.2 million, which has been included in the other accrued expenses section of the balance sheet as of January 3, 2021 and December 29, 2019. As of the date of these financial statements, the Company is not able to reasonably estimate the potential liability for the accounts receivable customer over-payments. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 12 Months Ended |
Jan. 03, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Total accumulated other comprehensive income was $0.9 million as of January 3, 2021 and $1.4 million as of December 29, 2019. Total accumulated other comprehensive (loss) income consists solely of unrealized gains (losses) from the Company’s derivative financial instruments accounted for as cash flow hedges. Changes to the balance in accumulated other comprehensive (loss) income were as follows: Predecessor (in thousands) Gains/(Losses) on Balance as of December 30, 2018 $ — Unrealized gain on cash flow hedges 1,408 Balance as of December 29, 2019 1,408 Unrealized loss on cash flow hedges (7,463) Balance as of August 28, 2020 $ (6,055) Successor (in thousands) Gain on Balance as of August 29, 2020 $ — Unrealized gain on cash flow hedges 924 Balance as of January 3, 2021 $ 924 |
SUPPLEMENTARY CASH FLOW INFORMA
SUPPLEMENTARY CASH FLOW INFORMATION | 12 Months Ended |
Jan. 03, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTARY CASH FLOW INFORMATION | SUPPLEMENTARY CASH FLOW INFORMATIONCash paid for interest was $9.2 million and $28.8 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $45.7 million and $40.9 million for the years ended December 29, 2019 and December 30, 2018, respectively. Refunds related to income related taxes were $0.1 million and $0.2 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $0.1 million and $0.0 million for the years ended December 29, 2019 and December 30, 2018, respectively. Payments made for income-related taxes were $0.5 million and $0.5 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $1.7 million and $0.7 million for the years ended December 29, 2019 and December 30, 2018, respectively. The following non cash considerations were part of the Business Combination Agreement with CCH: Continuing Members' retained restricted units totaling $54.1 million, TRA totaling $28.7 million, and LTIP RSU awards totaling $11.2 million. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of Utz Brands Holdings, LLC, as well as any standalone income or loss the Company generates. Utz Brands Holdings, LLC 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, Utz Brands Holdings, LLC taxable income or loss is passed through to its members, including the Company. Despite its partnership treatment, Utz Brands Holdings, LLC 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. The provision (benefit) for income taxes was as follows: Successor Predecessor (in thousands) From From Year Ended December 29, 2019 Year Ended December 30, 2018 Current: Federal $ — $ — $ 140 $ (142) State (219) 1,301 1,057 1,161 Total current (219) 1,301 1,197 1,019 Deferred: Federal (528) 3,197 1,650 412 State 480 (525) 299 488 Total deferred (48) 2,672 1,949 900 Total $ (267) $ 3,973 $ 3,146 $ 1,919 A reconciliation of the expected statutory federal tax and the total income tax expense (benefit) was as follows: Successor Predecessor (in thousands) From From Year Ended December 29, 2019 Year Ended December 30, 2018 Federal statutory rate (21%) $ (22,715) $ 1,552 $ (2,146) $ (5,402) State income taxes, net of federal benefit 393 641 1,755 1,045 Pre-transaction loss of Utz Brands Holdings, LLC — 1,752 4,204 5,650 Investment in Utz Brands Holdings, LLC (23,844) — — — Noncontrolling interest in Utz Brands Holdings, LLC 1,497 — — — Valuation allowance 25,121 — (683) 257 Remeasurement of warrant liability 19,288 — — — Nondeductible expenses — 8 6 11 Other (7) 20 10 358 $ (267) $ 3,973 $ 3,146 $ 1,919 The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at January 3, 2021 and December 29, 2019: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Deferred Tax Assets: Accrued expenses $ 279 $ 171 Pension, retirement and other benefits 532 548 Inventories, including uniform capitalization 201 19 Investment in Utz Brands Holdings, LLC 50,371 — Acquisition costs 985 — Net operating losses 18,887 18,915 Credits 108 105 Charitable contributions — 101 Other deferred tax assets 509 — Total gross deferred tax assets 71,872 19,859 Valuation allowance (57,177) (1,563) Net deferred tax assets 14,695 18,296 Deferred Tax Liabilities: Plant and equipment, accelerated depreciation (12,560) (11,117) Intangibles (75,681) (26,301) Other deferred tax liabilities (240) (1) Total deferred tax liabilities (88,481) (37,419) Net deferred tax liabilities $ (73,786) $ (19,123) On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief and Economic Security Act (the CARES Act) and on December 27, 2020 enacted the Consolidated Appropriations Act, 2021, neither of which had a material impact on our provision for income taxes. Net Operating Loss and Tax Credit Carryforward As of January 3, 2021 and December 29, 2019, the Company and certain subsidiaries have federal net operating loss ("NOL") carryforwards of $77.7 million and $77.5 million, respectively. Of these, $59.1 million will expire, if not utilized, by 2037. As of January 3, 2021 and December 29, 2019, the Company and certain subsidiaries also have state NOL carryforwards in the amount of $44.2 million and $51.8 million, respectively. The state NOL carryforwards begin to expire in 2021, however, some state NOL's are able to be carried forward indefinitely. As of January 3, 2021 and December 29, 2019, certain subsidiaries have state tax credit carryforwards in the amount of $0.1 million and $0.1 million, respectively. If not utilized, the state tax credit carryforwards begin to expire between 2022 and 2034. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. Valuation Allowance The Company recorded a valuation allowance of $57.2 million and $1.6 million at January 3, 2021 and December 29, 2019, respectively. The $55.6 million change in the valuation allowance was the result of a charge to deferred tax expense of $25.1 million from operations and a charge to additional paid in capital of $30.5 million related to warrant transactions and the December 22, 2020 exchange of UBH units for UBI common stock described in Note 21. "Equity.” In determining the need for a valuation allowance, the Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing deferred tax assets (“DTA's”). As of January 3, 2021, a significant piece of objective negative evidence evaluated was the three-year 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 Utz Brands Holdings, LLC and state net operating losses where the Company does not expect to continue to have nexus. Therefore, a 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. If or when recognized, the tax benefits related to any reversal of the valuation allowance on DTA's as of January 3, 2021 would be accounted for as follows: approximately $15.7 million would be recognized as a reduction of income tax expense and $37.6 million would be recognized as an increase to equity. As of January 3, 2021, tax years 2017 through 2020 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 2020 remain open and subject to examination in selected states that have a four year 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 January 3, 2021 and December 29, 2019. Tax receivable agreement liability Pursuant to an election under section 754 of the Internal Revenue Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed to purchase UBH units from the UPA Seller and purchased UBH units from the Continuing Members per the Business Combination. The Continuing Members have the option to exchange UBH units for UBI common stock post-Business Combination. 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. Pursuant to the Business Combination Agreement, the Company entered into the TRA, which provides for the payment by the Company of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the Business Combination and any future exchanges by the Continuing Members of UBH units for UBI common stock; (ii) tax basis increases attributable to payments made under the TRA; and (iii) tax amortization deductions attributable to the acquisition of Kennedy and the election to treat the transaction as an asset deal for tax purposes (the "TRA Payments"). The rights of each party under the TRA other than the Company are assignable, subject to certain restrictions. 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 January 3, 2021, the Company recorded a TRA liability of $28.7 million, but it has a total liability of $37.6 million related to its projected obligations under the TRA. The total TRA liability includes $28.7 million that relates to payments that originated with the Business Combination and the acquisition of Kennedy and $8.9 million that relates to equity transactions that occurred during the 4th quarter 2020. The Company recorded a valuation allowance on its DTA, including the tax basis that originated with the 4th quarter 2020 equity transactions as they are not more likely than not to be realized based on the positive and negative evidence that the Company considered. The Company has not recorded the $8.9 million of TRA liability that relates to the 4th quarter equity transactions as the liability is not probable under ASC 450 since the related DTA is not more likely than not to be realized as evidenced by the valuation allowance. The Company will continue to monitor positive and negative evidence to analyze its valuation allowance and it believes that sufficient positive evidence may arise to permit the release of a significant portion of its valuation allowance. If that were to occur, it would result in the need to record $8.9 million of additional TRA liability for 4th quarter equity transactions, which would result in a non-cash charge to pretax results. |
LEASES
LEASES | 12 Months Ended |
Jan. 03, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases certain vehicles, equipment and distribution centers under operating leases expiring in various years through 2031. Lease terms range from one month to twelve years. Capital leases, net, are included in Property, Plant and Equipment as follows: Successor Predecessor (in thousands) As of As of December 29, 2019 Leases $ 9,335 $ 9,200 Less: accumulated depreciation 526 1,600 Leases, net $ 8,809 $ 7,600 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. Rental expense for leases to third parties totaled $3.6 million and $7.7 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $8.2 million and $12.7 million for the years ended December 29, 2019 and December 30, 2018, respectively. On December 31, 2018, the Company amended certain vehicle lease arrangements that resulted in capital lease classification for these leases. Future minimum payments, to third parties, by year and in the aggregate, consisted of the following at January 3, 2021: (in thousands) 2021 $ 10,106 2022 8,674 2023 6,756 2024 5,325 2025 3,880 Thereafter 2,928 Total $ 37,669 |
WARRANTS
WARRANTS | 12 Months Ended |
Jan. 03, 2021 | |
Equity [Abstract] | |
WARRANTS | WARRANTS Prior to the Business Combination, CCH issued 15,833,332 Warrants that were initially sold by CCH in its initial public offering of securities, including 1,166,666 Forward Purchase Warrants issued pursuant to the Forward Purchase Agreements, and 7,200,000 Private Placement Warrants initially sold to the Sponsor simultaneously with the closing of CCH's initial public offering (the “Private Placement Warrants”) As a result of the Business Combination, the Company assumed the Warrants and each such warrant is now exercisable for one share of the Company's Class A Common Stock. All other features of the Warrants remain unchanged. 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 of the warrant agreement applicable to such Warrants, on January 14, 2021. Prior to January 3, 2021, 10,825,664 Warrants were exercised. 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. See Note 24. "Subsequent Events" for further details. 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. Additionally, the Private Placement Warrants are 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 their permitted transferees. If the Private Placement Warrants are held by someone other than the initial 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. We account for the Public Warrants, Forward Purchase Warrants, and Private Warrants as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), due to certain settlement provisions in the corresponding warrant agreement that do not meet the criteria to be classified in stockholders’ equity. Pursuant to ASC 815-40, the warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet, and the change in the fair value of such liability in each period is recognized as a non-cash gain or loss in the Company’s consolidated statements of operations and comprehensive income (loss). 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 change in remeasurement of the warrant liability resulted in a loss of $91.9 million for the Successor period from August 29, 2020 to January 3, 2021. The Predecessor did not have any warrants and as such no remeasurement of warrant liability is recorded in the Predecessor period from December 30, 2019 to August 28, 2020. 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 71,094,714 shares of UBI were issued and outstanding on January 3, 2021. 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. Class V Common Stock 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. “Acquisitions”. On December 22, 2020, 900,000 shares of Class V Common Stock were exchanged for Class A Common Stock. As of January 3, 2021, there were 60,349,000 shares of Class V Common Stock outstanding. Forward Purchases In connection with the Closing of the Business Combination and pursuant to a Forward Purchase Agreement entered into between CCH, CCH’s 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 of CCH at $11.50 per share, for aggregate proceeds of $35,000,000 that were used to fund the Business Combination. |
SIGNIFICANT CUSTOMERS
SIGNIFICANT CUSTOMERS | 12 Months Ended |
Jan. 03, 2021 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMERS | SIGNIFICANT CUSTOMERS The sales to three customers represented 20% and 21% of net sales for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively. Accounts receivable for these three customers represented 20% of total accounts receivable at January 3, 2021. For fiscal year 2019, sales to three customers represented 16% of net sales. Accounts receivable for these three customers represented 22% of total accounts receivable at December 29, 2019. For fiscal year 2018, sales to three customers represented 18% of net sales. Net sales concentrations: Successor Predecessor Customer From From Year Ended December 29, 2019 Year Ended December 30, 2018 Customer A 11 % 12 % 9 % 9 % Customer B 4 5 2 2 Customer C 5 4 5 7 Total net sales concentrations 20 % 21 % 16 % 18 % Accounts receivable concentrations: Successor Predecessor Customer As of As of December 29, 2019 As of December 30, 2018 Customer A 11 % 14 % 14 % Customer B 4 3 3 Customer C 5 5 4 Total accounts receivable concentrations: 20 % 22 % 21 % |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Jan. 03, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIESPrior to the merger of SRS and UQF described in Note 1. "Operations and Summary of Significant Accounting Policies”, UQF held a variable interest in SRS, a commonly controlled entity, for which UQF is the primary beneficiary since UQF had the power to direct the activities of SRS and the obligation to absorb losses and the right to receive benefits. UQF leased properties owned by SRS. The acquisitions of these properties were funded by UQF through notes receivable. As the primary beneficiary of this variable interest entity, the assets, liabilities and results of operations are included in UQF’s consolidated financial statements. The equity holders’ interests were reflected in “Net income attributable to noncontrolling interest” in the consolidated statements of operations and comprehensive income (loss) and “Noncontrolling interest” in the consolidated balance sheets. The total amount of lease expense/income between SRS and UQF for the year ended December 29, 2019 was $4.0 million, which was eliminated in consolidation. When SRS merged with UQF, UQF assumed all assets and liabilities of SRS and any notes receivable or payable between the two companies were relieved. |
BUSINESS RISK
BUSINESS RISK | 12 Months Ended |
Jan. 03, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
BUSINESS RISK | BUSINESS RISKThe 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 continues to experience higher demand for its products versus the prior year, and we are servicing that demand by increasing production and distribution activities. 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’s strategic manufacturing capabilities and DSD distribution network have allowed it to effectively service increases in demand and be responsive to evolving market dynamics driven by changes in consumer behavior. 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 is continuing to evaluate the financial impact. |
EQUITY
EQUITY | 12 Months Ended |
Jan. 03, 2021 | |
Equity [Abstract] | |
EQUITY | WARRANTS Prior to the Business Combination, CCH issued 15,833,332 Warrants that were initially sold by CCH in its initial public offering of securities, including 1,166,666 Forward Purchase Warrants issued pursuant to the Forward Purchase Agreements, and 7,200,000 Private Placement Warrants initially sold to the Sponsor simultaneously with the closing of CCH's initial public offering (the “Private Placement Warrants”) As a result of the Business Combination, the Company assumed the Warrants and each such warrant is now exercisable for one share of the Company's Class A Common Stock. All other features of the Warrants remain unchanged. 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 of the warrant agreement applicable to such Warrants, on January 14, 2021. Prior to January 3, 2021, 10,825,664 Warrants were exercised. 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. See Note 24. "Subsequent Events" for further details. 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. Additionally, the Private Placement Warrants are 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 their permitted transferees. If the Private Placement Warrants are held by someone other than the initial 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. We account for the Public Warrants, Forward Purchase Warrants, and Private Warrants as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), due to certain settlement provisions in the corresponding warrant agreement that do not meet the criteria to be classified in stockholders’ equity. Pursuant to ASC 815-40, the warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet, and the change in the fair value of such liability in each period is recognized as a non-cash gain or loss in the Company’s consolidated statements of operations and comprehensive income (loss). 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 change in remeasurement of the warrant liability resulted in a loss of $91.9 million for the Successor period from August 29, 2020 to January 3, 2021. The Predecessor did not have any warrants and as such no remeasurement of warrant liability is recorded in the Predecessor period from December 30, 2019 to August 28, 2020. 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 71,094,714 shares of UBI were issued and outstanding on January 3, 2021. 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. Class V Common Stock 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. “Acquisitions”. On December 22, 2020, 900,000 shares of Class V Common Stock were exchanged for Class A Common Stock. As of January 3, 2021, there were 60,349,000 shares of Class V Common Stock outstanding. Forward Purchases In connection with the Closing of the Business Combination and pursuant to a Forward Purchase Agreement entered into between CCH, CCH’s 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 of CCH at $11.50 per share, for aggregate proceeds of $35,000,000 that were used to fund the Business Combination. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Jan. 03, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding during the Successor period. Diluted earnings per share is based on the weighted average number shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding during the Successor period. For the Successor period, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company's net loss position. The potentially dilutive securities that would be anti-dilutive due to the Company's net loss are not included in the calculation of diluted net loss per share attributable to controlling interest. The anti-dilutive securities are included in the table below. Refer to Note 11. "Share-Based Compensation" for further information on the share based awards considered in the diluted EPS computation. Given the historical partnership equity structure of UBH, the Company determined that the calculation of earnings per membership unit results in values that are not a valuable metric to users of these consolidated financial statements. Therefore, EPS information is omitted for the Predecessor periods. The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share: Successor (in thousands, except share data) From August 29, 2020 through January 3, 2021 (as restated) Basic and diluted earnings per share: Numerator: Net loss attributable to controlling interest $ (99,930) Dividends related to participating share-based compensation awards (110) Net loss attributable to common stockholders $ (100,040) Denominator: Weighted average Class A Common Stock shares, basic and diluted 61,085,943 Basic and diluted earnings per share $ (1.64) Anti-dilutive securities excluded from diluted earnings per share calculation: Warrants 8,095,866 2020 LTIP RSUs 1,151,262 Initial grant RSUs 26,923 PSUs 140,076 Stock options 34,680 Total 9,448,807 Class V Common Stock not subject to earnings per share calculation 60,349,000 Net loss attributable to noncontrolling interest $ 7,971 The diluted earnings per share computation 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. |
UNAUDITED QUARTERLY FINANCIAL D
UNAUDITED QUARTERLY FINANCIAL DATA | 12 Months Ended |
Jan. 03, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
UNAUDITED QUARTERLY FINANCIAL DATA | UNAUDITED QUARTERLY FINANCIAL DATA Successor Predecessor (in thousands, except share data) From From From From From (as restated) (as restated) Net revenue $ 246,276 $ 79,372 $ 168,656 $ 241,977 $ 228,029 Operating income (loss) 221 (1,179) 3,117 17,451 12,213 Net (loss) income (87,462) (20,439) (4,824) 6,552 1,692 Net (loss) income attributable to controlling interest (81,811) (18,119) (4,824) 6,552 1,692 Earnings per common share attributable to: Basic and Diluted Class A share $ (1.32) $ (0.31) Predecessor Thirteen weeks ended (in thousands) December 29, 2019 September 29, 2019 June 30, 2019 March 31, 2019 Net revenue $ 201,756 $ 199,628 $ 188,432 $ 178,412 Operating (loss) income (13,803) 24,882 18,494 9,173 Net (loss) income (23,989) 10,323 2,917 (2,615) Net (loss) income attributable to controlling interest (24,654) 9,600 2,202 (3,320) The restatement also impacted the Company’s unaudited quarterly financial statements for the Successor periods from August 29, 2020 through September 27, 2020 and from September 28, 2020 through January 3, 2021. The following tables depict the impacts of the restatement on the consolidated balance sheet and consolidated statements of operations and comprehensive income (loss) for the relevant periods: Successor As of September 27, 2020 (in thousands) As Reported Restated Impact As Restated Warrant liabilities $ — $ 150,887 $ 150,887 Total non-current liabilities 520,496 150,887 671,383 Total liabilities 647,000 150,887 797,887 Additional paid-in capital 479,028 (5,641) 473,387 Accumulated deficit (10,172) (145,246) (155,418) Total stockholders’ equity 469,120 (150,887) 318,233 Total equity 1,414,479 (150,887) 1,263,592 Successor Successor From September 28, 2020 through January 3, 2021 From August 29, 2020 through September 27, 2021 (in thousands, except share data) As Reported Restated Impact As Restated As Reported Restated Impact As Restated Loss on remeasurement of warrant liabilities $ — $ (73,843) $ (73,843) $ — $ (18,008) $ (18,008) (Loss) income before taxes (10,997) (73,843) (84,840) (5,320) (18,008) (23,328) Net (loss) income (13,619) (73,843) (87,462) (2,431) (18,008) (20,439) Net (loss) income attributable to controlling interest (7,968) (73,843) (81,811) (111) (18,008) (18,119) Comprehensive (loss) income (7,296) (73,843) (81,139) 141 (18,008) (17,867) Earnings per share of Class A Common Stock – Basic and Diluted (in dollars) (0.13) (1.19) (1.32) — (0.31) (0.31) The impacts of the restatement have been reflected throughout the consolidated financial statements, including the applicable footnotes, as appropriate. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 03, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On January 11, 2021, the Company announced that its subsidiary, UQF, entered into a definitive agreement with Snak-King Corp. to acquire certain assets of the C.J. Vitner's business, a leading brand of salty snacks in the Chicago, IL area. The Company closed this transaction on February 8, 2021 and the purchase price of approximately $25 million was funded from current cash-on-hand. On December 14, 2020, the Company announced the redemption of all of its outstanding Public Warrants and Forward Purchase Warrants to purchase shares of its Class A Common Stock that were issued under the Warrant Agreement on the redemption date of January 14, 2021 (the “Redemption Date”). Prior to the Redemption Date, an aggregate of 15,802,379 Public Warrants and Forward Purchase Warrants were exercised, resulting in gross proceeds to the Company of $181.7 million, including 4,976,717 Public Warrants and Forward Purchase Warrants which were exercised during fiscal year 2021, resulting in gross proceeds of $57.2 million. 30,928 Public Warrants remained unexercised on the Redemption Date and were redeemed for $0.01 per warrant. On January 20, 2021, the Company entered into Amendment No. 2 to the Credit Agreement, dated November 21, 2017 with Bank of America, N.A. Pursuant to the terms of Amendment No. 2, the Company refinanced, in full, outstanding term loans under the Credit Agreement pursuant to refinancing term loans having a principal amount of $410 million and borrowed an additional $310 million in incremental term loans. The Company will use the proceeds from the 2021 New Term Loans to prepay term loans in full, repay a portion of its borrowings under that certain Bridge Credit Agreement, dated December 14, 2020. For the New Term Loans, the interest rate applicable is the Eurocurrency loan rate, which varies from 3.50% to 3.00% and the federal funds rate, which varies from 2.50% to 2.00%, and extend the maturity date of the term loans under the Amended Credit Agreement by approximately three years, to January 20, 2028. |
OPERATIONS AND SUMMARY OF SIG_2
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 03, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI", the "Company", or "Successor", formerly Collier Creek Holdings ("CCH")) and its wholly owned subsidiaries. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). CCH was incorporated in the Cayman Islands on April 30, 2018 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 had not then identified. CCH’s sponsor was Collier Creek Partners LLC, a Delaware limited liability company (the "Sponsor"). On August 28, 2020, CCH domesticated into a Delaware corporation and changed its name to "Utz Brands, Inc." (the “Domestication”) and consummated the acquisition of certain limited liability company units of UBH, the parent of Utz Quality Foods, LLC (“UQF”), as a result of a new issuance by UBH and purchases from UBH’s existing equity holders pursuant to a Business Combination Agreement, dated as of June 5, 2020 (the “Business Combination Agreement”) among CCH, UBH and Series U of UM Partners, LLC (“Series U”) and Series R of UM Partners, LLC (“Series R” and together with Series U, the “Continuing Members”) (the Domestication and the transactions contemplated by the Business Combination 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 the Continuing Members. |
Consolidation | The financial statements include the accounts of the Predecessor, prior to the Business Combination, which was determined to be consolidated UBH, which includes the accounts of its wholly-owned subsidiary, Utz Quality Foods, LLC (“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. (“Golden Flake”), Inventure Foods, Inc. and its subsidiaries (“Inventure Foods”), and Kitchen Cooked Inc. (“Kitchen Cooked”); Kennedy Endeavors, LLC (“Kennedy”); and GH Pop Holdings, LLC, with its wholly-owned subsidiaries Good Health Natural Products, LLC (“Good Health”), Condor Snack Foods, LLC, and Snikiddy, LLC (“Snikiddy”). SRS Leasing LLC and its subsidiaries (“SRS”) were companies formed to acquire, hold and lease real estate to UQF. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, UQF was determined to be the primary beneficiary of SRS, an entity under common ownership. The accounts of SRS have been consolidated with those of UQF as of and for the fiscal year ended December 29, 2019. On December 30, 2019, the first day of the fiscal year of 2020, SRS was merged into UQF, with UQF surviving the transaction. The accumulated (deficit) equity of SRS was presented on the noncontrolling interest line of the consolidated balance sheet as of December 29, 2019 and was reclassified to members’ (deficit) equity on December 30, 2019, the date of the merger. Rice Investments, L.P. (“RILP”) was formed as a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act on January 30, 2004 for the purpose of acquiring, owning, managing, and selling or otherwise disposing of intellectual property (namely trade names) that are used by UQF. RILP had one general partner, UQF, and one limited partner, UM-R Intermediate, LLC (“Intermediate R”). UQF, in accordance with ASC 810, was determined to be the primary beneficiary of RILP, an entity under common ownership. The accounts of RILP have been consolidated with those of UQF as of and for the fiscal year ended December 29, 2019. On December 30, 2019 Intermediate R was merged into Intermediate U with Intermediate U surviving the transaction. Finally, and immediately following that merger, RILP merged into UQF, with UQF being the surviving entity and Intermediate U remaining the sole member of UQF. Prior to these mergers the statements of SRS, RILP, and Intermediate R were combined within the financial statements of Intermediate U. On March 18, 2020, Intermediate U changed its name to Utz Brands Holdings, LLC upon filing a Certificate of Amendment with the Secretary of State of the State of Delaware. All intercompany transactions and balances have been eliminated in combination/consolidation. Operating Entities Holding Entities Utz Quality Foods, LLC Utz Brands, Inc. UTZTRAN, LLC Utz Brands Holdings, LLC Golden Flake Snack Foods, Inc. GH Pop Holdings, LLC Inventure Foods, Inc. and its subsidiaries Heron Holding Corporation Kennedy Endeavors, LLC Truco Holdco, Inc. Good Health Natural Products, LLC Condor Snack Foods, LLC Snikiddy, LLC Kitchen Cooked, Inc. Truco Enterprises, LP |
Segment Reporting | Segment Reporting – The Company operates in one reportable segment: the manufacturing, distribution, marketing and sale of snack food products. The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources. The CODM is the Chief Executive Officer of the Company. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. |
Cash and Cash Equivalents | Cash and Cash Equivalents – The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. The majority of the Company’s cash is held in financial institutions with insurance provided by the Federal Deposit Insurance Corporation (“FDIC”) of $250,000 per depositor. At various times, account balances may exceed federally insured limits. |
Accounts Receivable | Accounts Receivables – Accounts receivable are reported at net realizable value. The net realizable value is based on management’s estimate of the amount 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. |
Inventories | Inventories – Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Inventory write-downs are recorded for shrinkage, damaged, stale and slow-moving items. |
Property, Plant and Equipment | Property, Plant and Equipment – Property, plant and equipment are stated at cost net of accumulated depreciation. Major additions and betterments are recorded to the asset accounts, while maintenance and repairs, which do not improve or extend the lives of the assets, are charged to expense accounts as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations in the disposal period. Depreciation is determined utilizing the straight-line method over the estimated useful lives of the various assets, which generally range from 2 to 20 years for machinery and equipment, 3 to 10 years for transportation equipment and 8 to 40 years for buildings. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to sell. The Company assesses for impairment on property, plant and equipment upon the occurrence of a triggering event. |
Income Taxes | Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, and deferred tax assets and liabilities 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 and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be 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. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the 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 that was not recognized as a result of applying the provisions 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 interest expense and penalties as selling and administrative expenses. As of January 3, 2021 and December 29, 2019, 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. |
Distribution Route Acquisition and Sale Transactions | Distribution Route Acquisition and Sale Transactions – The Company acquires and sells distribution routes as a part of the Company’s maintenance of its direct-store delivery (“DSD”) network. As new independent operators (“IOs”) are identified, the Company either sells its newly-created or existing Company-managed routes to IOs or sells routes that were previously acquired by the Company to IOs. Gain/loss from the sale of a distribution route is recorded upon the completion of the sale transaction, and is calculated based on the difference between the sale price of the distribution route and the asset carrying value of the distribution route as of the date of sale. The Company records intangible assets for distribution routes that it purchases based on the payment that the Company makes to acquire the route, and records the purchased distribution routes as indefinite-lived intangible assets under FASB ASC 350, Intangibles – Goodwill and Other. The indefinite lived intangible assets are subject to annual impairment testing. |
Goodwill and Other Identifiable Intangible Assets | Goodwill and Other Identifiable Intangible Assets – The Company allocates the cost of acquired 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 of 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 an impairment of the goodwill or intangible assets. Finite-lived intangible assets consist of distribution/customer relationships, technology, certain master distribution rights and certain trademarks. These assets are being amortized over their estimated useful lives. Finite-lived intangible assets are tested for impairment only when management has determined that potential impairment indicators are present. Goodwill and other indefinite-lived intangible assets (including certain trade names, certain master distribution rights and company-owned sales routes) are not amortized but are tested for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. The Company tests goodwill for impairment at the reporting unit level. The Company has identified the existing snack food operations as its sole reporting unit. As the Company has early adopted the FASB Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (“Topic 350”): Simplifying the Test for Goodwill 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. ASU No. 2017-04, Topic 350, also permits an entity to first assess qualitative factors to determine whether it is necessary to perform quantitative impairment tests for goodwill and indefinite-lived intangibles. If an entity believes, as a result of each qualitative assessment, it is more likely than not that the fair value of goodwill or an indefinite-lived intangible asset exceeds its carrying value then a quantitative impairment test is not required. For the qualitative analysis performed, which took place on the first day of the fourth quarter, we have 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 have taken place from the period of the business combination, which assessed goodwill, o n August 28, 2020. We have determined that there was no significant impact that affected the fair value of the reporting unit. Therefore, we have determined that it was not necessary to perform a quantitative goodwill impairment test for the reporting unit |
Share-Based Compensation | Share-Based Compensation – Share-based compensation is rewarded to employees and directors of the Company and accounted for in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”). Share-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. During the Successor period, the Company uses various forms of long-term incentives including, but not limited to, Stock Options, Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”), provided that the exercise and issuance of such stock options was contingent upon the Company filing a Registration Statement on Form S-8 ("Form S-8") with the SEC, which occurred on November 2, 2020. The fair value of stock options is estimated at the date of grant using the Black-Scholes valuation model. The exercise price of each stock option equals or exceeds the estimated fair value of the Company’s stock price on the date of grant. Stock options can generally be exercised over a maximum term of ten years. The grant date fair value of the PSUs is determined using the Monte Carlo simulation model. The grant date fair value of the RSUs is determined using the Company’s share price on the grant date. Share-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. |
Fair Value of Financial Instruments | 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. The carrying value of all cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature. The carrying value of the debt is also estimated to approximate its fair value based upon current market conditions and interest rates. The fair value of the hedging instruments are revalued at each reporting period. |
Advertising Cost | Advertising Costs – Advertising costs are charged to operations when incurred. The Company had no significant direct response advertising. |
Employee Benefits | Employee Benefits – The Company maintains several contributory 401(k) retirement plans (the “Plans”) for its employees. Profit sharing contributions are made at the discretion of the Board of Directors and expenses recognized related to the profit sharing contribution was $1.8 million and $3.5 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively, and was $4.9 million and $5.1 million for fiscal years 2019 and 2018, respectively. The Plans provide employees with matching contributions primarily at 20% of their contributions as defined in the Plans. The expense related to the matching contributions was $0.6 million and $1.1 million for the Successor period from August 29, 2020 to January 3, 2021 and for the Predecessor period from December 30, 2019 to August 28, 2020, respectively and totaled $1.4 million and $1.3 million for fiscal years 2019 and 2018, respectively. |
Revenue Recognition | Revenue Recognition – The Company’s revenues primarily consist of the sale of salty snack items to customers, including supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military, and other channels. The Company sells its products in most regions of the United States primarily through its DSD network, direct to warehouse shipments, and third-party distributors. These revenue contracts generally have a single performance obligation. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs. Amounts billed and due from customers are classified as accounts receivables and require payment on a short-term basis and, therefore, the Company does not have any significant financing components. The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Applicable shipping and handling are included in customer billing and are recorded as revenue as the products’ control is transferred to customers. The Company assesses the goods promised in customer purchase orders and identifies a performance obligation for each promise to transfer a good that is distinct. The Company offers various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. The Company’s promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. The Company has reserves in place of $17.6 million as of January 3, 2021 and $17.6 million as of December 29, 2019. Differences between estimated expense and actual redemptions are recognized as a change in management estimate as actual redemptions are incurred. |
Business Combinations | 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. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. The Company uses the acquisition method of accounting for acquired businesses. Under the acquisition method, the Company’s financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. |
Use of Estimates | Use of Estimates – Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Some examples, but not a comprehensive list, include sales and promotional allowances, customer returns, allowances for doubtful accounts, inventory valuations, useful lives of fixed assets and related impairment, long-term investments, hedge transactions, goodwill and intangible asset valuations and impairments, incentive compensation, income taxes, self-insurance, contingencies, litigation, and inputs used to calculate deferred tax liabilities, tax valuation allowances, tax receivable agreements, and warrant liabilities related to the Private Placement Warrants further described in Note 17. "Warrants". Actual results could vary materially from the estimates that were used. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards – In December 2019, the FASB issued "ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("Topic 740"). 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 clarifying certain aspects of the current 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 same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which requires 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. In June 2016, ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“Topic 326”) was issued. 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. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for 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 applied on a prospective basis. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (“Subtopic 350-40”): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For non-public business entities or emerging growth companies, this ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted Subtopic 350-40 on the first day of fiscal 2020, and the adoption of this standard did not have a material impact on the consolidated financial statements. |
OPERATIONS AND SUMMARY OF SIG_3
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The impact of the correction on the applicable financial statement line items in the consolidated balance sheet that were originally reported as of January 3, 2021 is as follows: Successor As of January 3, 2021 (in thousands) As Reported Restated Impact As Restated Current portion of warrant liabilities $ — $ 52,580 $ 52,580 Total current liabilities 147,529 52,580 200,109 Non-current warrant liabilities — 85,032 85,032 Total non-current liabilities 914,121 85,032 999,153 Total liabilities 1,061,650 137,612 1,199,262 Additional paid-in capital 623,729 169,732 793,461 Accumulated deficit (22,401) (219,089) (241,490) Total stockholders’ equity 602,265 (49,357) 552,908 Noncontrolling interest 920,249 (88,255) 831,994 Total equity 1,522,514 (137,612) 1,384,902 The impact of the correction on the applicable financial statement line items in the consolidated statement of operations and comprehensive income (loss) that were originally reported for the Successor period in the fiscal year ended January 3, 2021 is as follows: Successor From August 29, 2020 through January 3, 2021 (in thousands, except share data) As Reported Restated Impact As Restated Loss on remeasurement of warrant liabilities $ — $ (91,851) $ (91,851) Other (expense) income, net (15,359) (91,851) (107,210) (Loss) income before taxes (16,317) (91,851) (108,168) Net (loss) income (16,050) (91,851) (107,901) Net (loss) income attributable to controlling interest (8,079) (91,851) (99,930) Comprehensive (loss) income (7,155) (91,851) (99,006) Earnings per share of Class A Common Stock – Basic and Diluted (in dollars) (0.13) (1.51) (1.64) Successor As of September 27, 2020 (in thousands) As Reported Restated Impact As Restated Warrant liabilities $ — $ 150,887 $ 150,887 Total non-current liabilities 520,496 150,887 671,383 Total liabilities 647,000 150,887 797,887 Additional paid-in capital 479,028 (5,641) 473,387 Accumulated deficit (10,172) (145,246) (155,418) Total stockholders’ equity 469,120 (150,887) 318,233 Total equity 1,414,479 (150,887) 1,263,592 Successor Successor From September 28, 2020 through January 3, 2021 From August 29, 2020 through September 27, 2021 (in thousands, except share data) As Reported Restated Impact As Restated As Reported Restated Impact As Restated Loss on remeasurement of warrant liabilities $ — $ (73,843) $ (73,843) $ — $ (18,008) $ (18,008) (Loss) income before taxes (10,997) (73,843) (84,840) (5,320) (18,008) (23,328) Net (loss) income (13,619) (73,843) (87,462) (2,431) (18,008) (20,439) Net (loss) income attributable to controlling interest (7,968) (73,843) (81,811) (111) (18,008) (18,119) Comprehensive (loss) income (7,296) (73,843) (81,139) 141 (18,008) (17,867) Earnings per share of Class A Common Stock – Basic and Diluted (in dollars) (0.13) (1.19) (1.32) — (0.31) (0.31) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Business Combinations [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | 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: (in thousands) Total cash consideration $ 199,161 Tax Receivable Agreement obligations to the Continuing Members (1) 28,690 Replaced Awards (2) 11,175 Continuing Members’ Retained Restricted Units in UBH (3) 54,067 Total purchase consideration 293,093 Noncontrolling interest (4) 896,701 Net debt assumed 648,150 Total business enterprise value $ 1,837,944 (1) Under the terms of the TRA, the Company generally will be required to pay to the Continuing Members 85% of the applicable cash savings, if any, in U.S. federal and state income tax based on its ownership in UBH that the Company is deemed to realize in certain circumstances as a result of the increases in tax basis and certain tax attributes resulting from the Business Combination. The fair value of these contingent payments at the Closing was $28.7 million which has been recorded as a non-current accrued expense. Refer to Note 15. "Income Taxes" for additional information on the TRA. (2) Represents the fair value of the Phantom Units associated with the pre-combination requisite service period and issued under the 2018 LTIP that were converted into 2020 LTIP RSUs of the Company issued under the 2020 LTIP at the Closing. The difference between the fair value of the Phantom Units and the fair values of the 2020 LTIP RSUs represents the fair value of the compensation expenses for the post-combination requisite service period for the replacement awards. Compensation expenses will be recorded evenly during the post-combination requisite service period through the end of fiscal 2021, which is the cliff vest date of the replacement awards. Refer to Note 11. "Share Based Compensation" for additional information on the 2020 LTIP RSUs. (3) A total of 3,483,022 common limited liability company units that were initially subject to certain restrictions (the "Retained Restricted Units") in UBH were received by the Continuing Members at the Closing. These Retained Restricted Units were vested and converted to common limited liability company units of UBH at the Closing, as the vesting conditions were all met as of the Closing. The fair value of the Retained Restricted Units was calculated based on the stock price of the Company at the August 28, 2020 Closing, 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. (4) The noncontrolling interest represents the common limited liability company units of UBH held by the Continuing Members. The fair value of these units was determined based on the Class A Common Stock price of the Company at the August 28, 2020 Closing, 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. The following table summarizes the provisional fair values of the assets acquired and liabilities assumed of UBH at Closing: (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 269,951 Identifiable intangible assets (1) 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 Goodwill (2) $ 644,956 (1) The Company has determined that certain of the acquired trade names included in intangible assets will be amortized over a period of 15 years, and the customer relationships intangible asset will be amortized over a period of 25 years on a straight-line basis commensurate with the acquisition date expectations for the economic value (i.e. 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: 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 (2) The goodwill of $645.0 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of UBH. A portion of the goodwill recognized is expected to be deductible for income tax purposes. As of January 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. The following table summarizes the provisional fair values of the assets acquired and liabilities assumed by the Company at the date of the acquisition: (in thousands) Purchase consideration $ 403,963 Tax consideration (1) 4,468 Total consideration 408,431 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 Customer relationships (2) 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 Goodwill (3) $ 213,687 (1) The Stock Purchase Agreement provided that Truco Holdings LLC is entitled to receive any tax refunds received by the Company after the closing date for any pre-closing date tax period of Truco. The Company estimated an income tax refund receivable in the amount of $4.5 million related to the pre-acquisition tax periods, which was reflected on the Company's consolidated balance sheet as of January 3, 2021. The Company recorded a corresponding payable of $4.5 million to Truco Holdings LLC. (2) The identifiable intangible assets represent the existing customer relationships of Truco that were valued using a discounted cash flow model using projected sales growth, attrition and a useful life of 15 years. Truco’s provisional customer relationship fair value is $225.0 million. The Company has determined that all the acquired customer relationships will be amortized over a period of 15 years on a straight-line basis commensurate with the acquisition date expectations for the economics that are to be provided by the customer relationships. (3) The goodwill of $213.7 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Truco. As of January 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. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of the Kennedy Acquisition: (in thousands) Purchase consideration $ 138,072 Assets acquired: Cash 227 Accounts receivable 12,331 Inventory 7,443 Prepaid expenses and other assets 129 Property, plant and equipment 19,175 Trademarks 20,810 Customer relationships 13,200 Favorable and unfavorable lease intangibles (85) Total assets acquired: 73,230 Liabilities assumed: Accounts payable 4,996 Accrued expenses and other 1,644 Other non-current liabilities 18 Total liabilities assumed: 6,658 Net identifiable assets acquired 66,572 Goodwill $ 71,500 |
Provisional Fair Values Allocated to Identifiable Intangible Assets | The provisional fair values allocated to identifiable intangible assets and their estimated useful lives are as follows: 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 |
Pro Forma Information | The following unaudited pro forma financial information presents the results of operations as if the Business Combination, Truco Acquisition, IP Purchase, HKA Acquisition, Kitchen Cooked Acquisition, and the Kennedy Acquisition had occurred on January 1, 2019. These unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma information reflects the step-up depreciation and amortization adjustments for the fair value of the assets acquired, the adjustment in interest expense due to the reduction in long term debt as a result of the Business Combination, and the related adjustment to the income tax provision. In addition, the pro forma net income is not adjusted to exclude transaction expenses and other non-recurring costs. For the year ended January 3, 2021 For the year ended December 29, 2019 (in thousands) (unaudited) (unaudited) (as restated) (as restated) Pro forma net sales $ 1,154,229 $ 1,014,223 Pro forma net loss (203,491) (25,875) Pro forma net loss attributable to controlling interest (197,849) (10,927) Pro forma net loss attributable to noncontrolling interest (5,642) (14,948) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Finished goods $ 28,935 $ 24,447 Raw materials 25,150 22,122 Maintenance parts 5,746 4,575 59,831 51,144 Less: inventory reserve (21) (250) Total inventories $ 59,810 $ 50,894 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, plant and equipment, net, consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Land $ 22,750 $ 14,970 Buildings 83,780 104,736 Machinery and equipment 157,513 297,666 Land improvements 2,228 1,174 Building improvements 1,047 3,561 Construction-in-progress 15,518 7,341 282,836 429,448 Less: accumulated depreciation (12,420) (257,731) Property, plant and equipment, net $ 270,416 $ 171,717 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A rollforward of goodwill is as follows: Predecessor (in thousands) Balance as of Balance as of December 30, 2018 $ 130,907 Acquisition of Kennedy 71,500 Balance as of December 29, 2019 202,407 Acquisition of Kitchen Cooked 4,060 Kennedy acquisition adjustment 989 August 28, 2020 $ 207,456 Successor (in thousands) Balance as of August 29, 2020 $ 644,956 Acquisition of H.K. Anderson 3,540 Acquisition of Truco 213,687 January 3, 2021 $ 862,183 |
Schedule of Estimated Future Amortization Expense | Intangible assets, net, consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Subject to amortization: Distributor/customer relationships $ 671,150 $ 107,100 Technology 43 1,250 Trademarks 57,810 22,610 Master distribution rights 2,221 — Unfavorable lease — (85) Amortizable assets, gross 731,224 130,875 Accumulated amortization (8,268) (20,425) Amortizable assets, net 722,956 110,450 Not subject to amortization Trade names 434,513 66,580 Master distribution rights — 4,677 IO routes 14,240 2,307 Intangible assets, net $ 1,171,709 $ 184,014 Successor (in thousands) As of January 3, 2021 2021 $ 36,919 2022 36,919 2023 36,919 2024 36,919 2025 36,919 Thereafter 538,361 Total $ 722,956 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net, consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Subject to amortization: Distributor/customer relationships $ 671,150 $ 107,100 Technology 43 1,250 Trademarks 57,810 22,610 Master distribution rights 2,221 — Unfavorable lease — (85) Amortizable assets, gross 731,224 130,875 Accumulated amortization (8,268) (20,425) Amortizable assets, net 722,956 110,450 Not subject to amortization Trade names 434,513 66,580 Master distribution rights — 4,677 IO routes 14,240 2,307 Intangible assets, net $ 1,171,709 $ 184,014 |
ACCRUED EXPENSES AND OTHER (Tab
ACCRUED EXPENSES AND OTHER (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other | Current Accrued expenses and other consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Accrued compensation and benefits $ 36,968 $ 14,198 Insurance liabilities 8,100 7,880 Accrued freight and manufacturing related costs 6,972 4,930 Truco acquisition tax consideration (1) 4,468 — Accrued dividends 4,261 — Short term interest rate hedge liability 3,048 — Accrued sales tax 1,300 1,300 Accrued interest 1,220 4,184 Other accrued expenses 14,451 11,714 Total accrued expenses and other $ 80,788 $ 44,206 (1) The Stock Purchase Agreement provided that Truco Holdings LLC is entitled to receive any tax refunds received by the Company after the closing date for any pre-closing date tax period of Truco as described in Note 2. "Acquisitions". |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Debt Disclosure [Abstract] | |
Amounts Outstanding Under Notes Payable | Amounts outstanding under notes payable consisted of the following: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Note payable – IO notes $ 23,106 $ 33,700 Capital lease 8,967 6,055 Other 1,509 29 Total notes payable 33,582 39,784 Less: current portion (9,018) (7,984) Long term portion of notes payable $ 24,564 $ 31,800 |
Schedule of Maturities of Long-term Debt | Aggregate principal maturities of debt as of January 3, 2021 are as follows: (in thousands) 2021 $ 469 2022 242 2023 204 2024 410,193 2025 370,000 Thereafter — Total $ 781,108 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | A reconciliation of the changes in the warrant liability during the Successor period ended January 3, 2021 is as follows: (in thousands) Fair value of warrant liabilities as of the Closing of the Business Combination on August 29, 2020 $ 132,879 Loss on remeasurement of warrant liability 91,851 Reclassification of warrant liability to equity for exercised warrants (87,118) Fair value of warrant liabilities as of January 3, 2021 $ 137,612 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | 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 January 3, 2021 (as restated): (in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 46,831 $ — $ — $ 46,831 Total assets $ 46,831 $ — $ — $ 46,831 Liabilities Commodity contracts $ — $ 248 $ — $ 248 Interest rate swaps — 5,163 — 5,163 Public warrants 52,580 — — 52,580 Private placement warrants — 85,032 — 85,032 Debt — 778,469 — 778,469 Total liabilities $ 52,580 $ 868,912 $ — $ 921,492 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 December 29, 2019: (in thousands) Level I Level II Level III Total Assets: Cash and cash equivalents $ 15,053 $ — $ — $ 15,053 Interest rate swaps — 1,486 — 1,486 Total assets $ 15,053 $ 1,486 $ — $ 16,539 Liabilities: Commodity contracts $ — $ 494 $ — $ 494 Debt — 640,125 — 640,125 Total liabilities $ — $ 640,619 $ — $ 640,619 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Equity [Abstract] | |
Schedule of Changes to the Balance in Accumulated Other Comprehensive (Loss) | Changes to the balance in accumulated other comprehensive (loss) income were as follows: Predecessor (in thousands) Gains/(Losses) on Balance as of December 30, 2018 $ — Unrealized gain on cash flow hedges 1,408 Balance as of December 29, 2019 1,408 Unrealized loss on cash flow hedges (7,463) Balance as of August 28, 2020 $ (6,055) Successor (in thousands) Gain on Balance as of August 29, 2020 $ — Unrealized gain on cash flow hedges 924 Balance as of January 3, 2021 $ 924 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes was as follows: Successor Predecessor (in thousands) From From Year Ended December 29, 2019 Year Ended December 30, 2018 Current: Federal $ — $ — $ 140 $ (142) State (219) 1,301 1,057 1,161 Total current (219) 1,301 1,197 1,019 Deferred: Federal (528) 3,197 1,650 412 State 480 (525) 299 488 Total deferred (48) 2,672 1,949 900 Total $ (267) $ 3,973 $ 3,146 $ 1,919 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the expected statutory federal tax and the total income tax expense (benefit) was as follows: Successor Predecessor (in thousands) From From Year Ended December 29, 2019 Year Ended December 30, 2018 Federal statutory rate (21%) $ (22,715) $ 1,552 $ (2,146) $ (5,402) State income taxes, net of federal benefit 393 641 1,755 1,045 Pre-transaction loss of Utz Brands Holdings, LLC — 1,752 4,204 5,650 Investment in Utz Brands Holdings, LLC (23,844) — — — Noncontrolling interest in Utz Brands Holdings, LLC 1,497 — — — Valuation allowance 25,121 — (683) 257 Remeasurement of warrant liability 19,288 — — — Nondeductible expenses — 8 6 11 Other (7) 20 10 358 $ (267) $ 3,973 $ 3,146 $ 1,919 |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at January 3, 2021 and December 29, 2019: Successor Predecessor (in thousands) As of January 3, 2021 As of December 29, 2019 Deferred Tax Assets: Accrued expenses $ 279 $ 171 Pension, retirement and other benefits 532 548 Inventories, including uniform capitalization 201 19 Investment in Utz Brands Holdings, LLC 50,371 — Acquisition costs 985 — Net operating losses 18,887 18,915 Credits 108 105 Charitable contributions — 101 Other deferred tax assets 509 — Total gross deferred tax assets 71,872 19,859 Valuation allowance (57,177) (1,563) Net deferred tax assets 14,695 18,296 Deferred Tax Liabilities: Plant and equipment, accelerated depreciation (12,560) (11,117) Intangibles (75,681) (26,301) Other deferred tax liabilities (240) (1) Total deferred tax liabilities (88,481) (37,419) Net deferred tax liabilities $ (73,786) $ (19,123) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Leases [Abstract] | |
Schedule of Capital Leases | Capital leases, net, are included in Property, Plant and Equipment as follows: Successor Predecessor (in thousands) As of As of December 29, 2019 Leases $ 9,335 $ 9,200 Less: accumulated depreciation 526 1,600 Leases, net $ 8,809 $ 7,600 |
Schedule of Future Minimum Payments | Future minimum payments, to third parties, by year and in the aggregate, consisted of the following at January 3, 2021: (in thousands) 2021 $ 10,106 2022 8,674 2023 6,756 2024 5,325 2025 3,880 Thereafter 2,928 Total $ 37,669 |
SIGNIFICANT CUSTOMERS (Tables)
SIGNIFICANT CUSTOMERS (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk | Net sales concentrations: Successor Predecessor Customer From From Year Ended December 29, 2019 Year Ended December 30, 2018 Customer A 11 % 12 % 9 % 9 % Customer B 4 5 2 2 Customer C 5 4 5 7 Total net sales concentrations 20 % 21 % 16 % 18 % Accounts receivable concentrations: Successor Predecessor Customer As of As of December 29, 2019 As of December 30, 2018 Customer A 11 % 14 % 14 % Customer B 4 3 3 Customer C 5 5 4 Total accounts receivable concentrations: 20 % 22 % 21 % |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share: Successor (in thousands, except share data) From August 29, 2020 through January 3, 2021 (as restated) Basic and diluted earnings per share: Numerator: Net loss attributable to controlling interest $ (99,930) Dividends related to participating share-based compensation awards (110) Net loss attributable to common stockholders $ (100,040) Denominator: Weighted average Class A Common Stock shares, basic and diluted 61,085,943 Basic and diluted earnings per share $ (1.64) Anti-dilutive securities excluded from diluted earnings per share calculation: Warrants 8,095,866 2020 LTIP RSUs 1,151,262 Initial grant RSUs 26,923 PSUs 140,076 Stock options 34,680 Total 9,448,807 Class V Common Stock not subject to earnings per share calculation 60,349,000 Net loss attributable to noncontrolling interest $ 7,971 |
UNAUDITED QUARTERLY FINANCIAL_2
UNAUDITED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Jan. 03, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Successor Predecessor (in thousands, except share data) From From From From From (as restated) (as restated) Net revenue $ 246,276 $ 79,372 $ 168,656 $ 241,977 $ 228,029 Operating income (loss) 221 (1,179) 3,117 17,451 12,213 Net (loss) income (87,462) (20,439) (4,824) 6,552 1,692 Net (loss) income attributable to controlling interest (81,811) (18,119) (4,824) 6,552 1,692 Earnings per common share attributable to: Basic and Diluted Class A share $ (1.32) $ (0.31) Predecessor Thirteen weeks ended (in thousands) December 29, 2019 September 29, 2019 June 30, 2019 March 31, 2019 Net revenue $ 201,756 $ 199,628 $ 188,432 $ 178,412 Operating (loss) income (13,803) 24,882 18,494 9,173 Net (loss) income (23,989) 10,323 2,917 (2,615) Net (loss) income attributable to controlling interest (24,654) 9,600 2,202 (3,320) The restatement also impacted the Company’s unaudited quarterly financial statements for the Successor periods from August 29, 2020 through September 27, 2020 and from September 28, 2020 through January 3, 2021. The following tables depict the impacts of the restatement on the consolidated balance sheet and consolidated statements of operations and comprehensive income (loss) for the relevant periods: Successor As of September 27, 2020 (in thousands) As Reported Restated Impact As Restated Warrant liabilities $ — $ 150,887 $ 150,887 Total non-current liabilities 520,496 150,887 671,383 Total liabilities 647,000 150,887 797,887 Additional paid-in capital 479,028 (5,641) 473,387 Accumulated deficit (10,172) (145,246) (155,418) Total stockholders’ equity 469,120 (150,887) 318,233 Total equity 1,414,479 (150,887) 1,263,592 Successor Successor From September 28, 2020 through January 3, 2021 From August 29, 2020 through September 27, 2021 (in thousands, except share data) As Reported Restated Impact As Restated As Reported Restated Impact As Restated Loss on remeasurement of warrant liabilities $ — $ (73,843) $ (73,843) $ — $ (18,008) $ (18,008) (Loss) income before taxes (10,997) (73,843) (84,840) (5,320) (18,008) (23,328) Net (loss) income (13,619) (73,843) (87,462) (2,431) (18,008) (20,439) Net (loss) income attributable to controlling interest (7,968) (73,843) (81,811) (111) (18,008) (18,119) Comprehensive (loss) income (7,296) (73,843) (81,139) 141 (18,008) (17,867) Earnings per share of Class A Common Stock – Basic and Diluted (in dollars) (0.13) (1.19) (1.32) — (0.31) (0.31) The impacts of the restatement have been reflected throughout the consolidated financial statements, including the applicable footnotes, as appropriate. |
Schedule of Error Corrections and Prior Period Adjustments | The impact of the correction on the applicable financial statement line items in the consolidated balance sheet that were originally reported as of January 3, 2021 is as follows: Successor As of January 3, 2021 (in thousands) As Reported Restated Impact As Restated Current portion of warrant liabilities $ — $ 52,580 $ 52,580 Total current liabilities 147,529 52,580 200,109 Non-current warrant liabilities — 85,032 85,032 Total non-current liabilities 914,121 85,032 999,153 Total liabilities 1,061,650 137,612 1,199,262 Additional paid-in capital 623,729 169,732 793,461 Accumulated deficit (22,401) (219,089) (241,490) Total stockholders’ equity 602,265 (49,357) 552,908 Noncontrolling interest 920,249 (88,255) 831,994 Total equity 1,522,514 (137,612) 1,384,902 The impact of the correction on the applicable financial statement line items in the consolidated statement of operations and comprehensive income (loss) that were originally reported for the Successor period in the fiscal year ended January 3, 2021 is as follows: Successor From August 29, 2020 through January 3, 2021 (in thousands, except share data) As Reported Restated Impact As Restated Loss on remeasurement of warrant liabilities $ — $ (91,851) $ (91,851) Other (expense) income, net (15,359) (91,851) (107,210) (Loss) income before taxes (16,317) (91,851) (108,168) Net (loss) income (16,050) (91,851) (107,901) Net (loss) income attributable to controlling interest (8,079) (91,851) (99,930) Comprehensive (loss) income (7,155) (91,851) (99,006) Earnings per share of Class A Common Stock – Basic and Diluted (in dollars) (0.13) (1.51) (1.64) Successor As of September 27, 2020 (in thousands) As Reported Restated Impact As Restated Warrant liabilities $ — $ 150,887 $ 150,887 Total non-current liabilities 520,496 150,887 671,383 Total liabilities 647,000 150,887 797,887 Additional paid-in capital 479,028 (5,641) 473,387 Accumulated deficit (10,172) (145,246) (155,418) Total stockholders’ equity 469,120 (150,887) 318,233 Total equity 1,414,479 (150,887) 1,263,592 Successor Successor From September 28, 2020 through January 3, 2021 From August 29, 2020 through September 27, 2021 (in thousands, except share data) As Reported Restated Impact As Restated As Reported Restated Impact As Restated Loss on remeasurement of warrant liabilities $ — $ (73,843) $ (73,843) $ — $ (18,008) $ (18,008) (Loss) income before taxes (10,997) (73,843) (84,840) (5,320) (18,008) (23,328) Net (loss) income (13,619) (73,843) (87,462) (2,431) (18,008) (20,439) Net (loss) income attributable to controlling interest (7,968) (73,843) (81,811) (111) (18,008) (18,119) Comprehensive (loss) income (7,296) (73,843) (81,139) 141 (18,008) (17,867) Earnings per share of Class A Common Stock – Basic and Diluted (in dollars) (0.13) (1.19) (1.32) — (0.31) (0.31) |
OPERATIONS AND SUMMARY OF SIG_4
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Jan. 03, 2021 | Aug. 28, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | Sep. 27, 2020 | Aug. 29, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||
Shipping and handling expenses | $ 12,600 | $ 22,000 | $ 27,700 | $ 26,200 | |||
Advertising expenses | 6,000 | 5,100 | 8,000 | 5,900 | |||
Expense related to profit sharing contributions | 1,800 | 3,500 | 4,900 | 5,100 | |||
Matching contribution percentage | 20.00% | ||||||
Expenses recognized related to profit sharing contributions | 600 | 1,100 | 1,400 | 1,300 | |||
Promotional program reserve | 17,600 | $ 17,600 | 17,600 | ||||
Additional paid-in capital (Successor) | (793,461) | (793,461) | $ (473,387) | ||||
Accumulated deficit (Successor) | (241,490) | (241,490) | (155,418) | ||||
Revision of Prior Period, Reclassification, Adjustment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Additional paid-in capital (Successor) | $ 26,100 | ||||||
Accumulated deficit (Successor) | 26,100 | ||||||
Restated Impact | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Additional paid-in capital (Successor) | (169,732) | (169,732) | 5,641 | ||||
Accumulated deficit (Successor) | (219,089) | (219,089) | $ (145,246) | 5,600 | |||
Additional Paid in Capital | $ 127,200 | ||||||
Health Insurance Product Line | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Insurance expense | 6,500 | 9,900 | 16,600 | 15,800 | |||
Self-insurance reserves | 1,500 | 1,500 | 1,400 | ||||
Automobile, General Liability And Workers' Compensation Insurance | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Insurance expense | 1,500 | $ 6,500 | 9,000 | $ 8,600 | |||
Self-insurance reserves | $ 5,000 | $ 5,000 | $ 5,700 | ||||
Machinery and equipment | Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 2 years | ||||||
Machinery and equipment | Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 20 years | ||||||
Transportation Equipment | Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 3 years | ||||||
Transportation Equipment | Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 10 years | ||||||
Buildings | Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 8 years | ||||||
Buildings | Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life | 40 years |
OPERATIONS AND SUMMARY OF SIG_5
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revision of Prior Period, Balance sheet (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Sep. 27, 2020 | Aug. 29, 2020 | Dec. 29, 2019 |
Property, Plant and Equipment [Line Items] | ||||
Current portion of warrant liability | $ 52,580 | $ 150,887 | $ 0 | |
Total current liabilities | 200,109 | 671,383 | 107,517 | |
Non-current warrant liability | 85,032 | 0 | ||
Total non-current liabilities | 999,153 | 704,382 | ||
Total liabilities | 1,199,262 | 797,887 | $ 811,899 | |
Additional paid-in capital (Successor) | (793,461) | (473,387) | ||
Accumulated deficit (Successor) | (241,490) | (155,418) | ||
Total stockholders' equity and members' equity (deficit) | 552,908 | 318,233 | ||
Noncontrolling interest | 831,994 | |||
Total equity | 1,384,902 | 1,263,592 | $ 1,288,778 | |
As Reported | ||||
Property, Plant and Equipment [Line Items] | ||||
Current portion of warrant liability | 0 | 0 | ||
Total current liabilities | 147,529 | 520,496 | ||
Non-current warrant liability | 0 | |||
Total non-current liabilities | 914,121 | |||
Total liabilities | 1,061,650 | 647,000 | ||
Additional paid-in capital (Successor) | (623,729) | (479,028) | ||
Accumulated deficit (Successor) | (22,401) | (10,172) | ||
Total stockholders' equity and members' equity (deficit) | 602,265 | 469,120 | ||
Noncontrolling interest | 920,249 | |||
Total equity | 1,522,514 | 1,414,479 | ||
Restated Impact | ||||
Property, Plant and Equipment [Line Items] | ||||
Current portion of warrant liability | 52,580 | 150,887 | ||
Total current liabilities | 52,580 | 150,887 | ||
Non-current warrant liability | 85,032 | |||
Total non-current liabilities | 85,032 | |||
Total liabilities | 137,612 | 150,887 | ||
Additional paid-in capital (Successor) | (169,732) | 5,641 | ||
Accumulated deficit (Successor) | (219,089) | (145,246) | $ 5,600 | |
Total stockholders' equity and members' equity (deficit) | (49,357) | (150,887) | ||
Noncontrolling interest | (88,255) | |||
Total equity | $ (137,612) | $ (150,887) |
OPERATIONS AND SUMMARY OF SIG_6
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revision of Prior Period, Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||
Sep. 27, 2020 | Aug. 28, 2020 | Jan. 03, 2021 | Jan. 03, 2021 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 24, 2019 | Jan. 03, 2021 | Jan. 03, 2021 | Aug. 28, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | |
Class of Warrant or Right [Line Items] | ||||||||||||||||
Loss on remeasurement of warrant liability | $ 73,843 | $ 91,851 | $ 0 | $ 91,851 | $ 0 | $ 0 | ||||||||||
Nonoperating Income (Expense) | (107,210) | (25,388) | (48,964) | (45,108) | ||||||||||||
(Loss) income before taxes | (84,840) | (108,168) | 7,393 | (10,218) | (25,725) | |||||||||||
Net (loss) income | $ (20,439) | $ (4,824) | (87,462) | $ (87,462) | $ 6,552 | $ 1,692 | $ (23,989) | $ 10,323 | $ 2,917 | $ (2,615) | $ (107,901) | (107,901) | 3,420 | (13,364) | (27,644) | |
Net (loss) income attributable to controlling interest | $ (18,119) | $ (4,824) | (81,811) | $ (81,811) | $ 6,552 | $ 1,692 | $ (24,654) | $ 9,600 | $ 2,202 | $ (3,320) | (99,930) | 3,420 | (16,172) | (30,500) | ||
Comprehensive (loss) income | $ (81,139) | $ (99,006) | $ (4,043) | $ (14,764) | $ (30,500) | |||||||||||
Basic and Diluted (in dollars per share) | $ (1.32) | $ (1.64) | ||||||||||||||
As Reported | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Loss on remeasurement of warrant liability | $ 0 | $ 0 | ||||||||||||||
Nonoperating Income (Expense) | (15,359) | |||||||||||||||
(Loss) income before taxes | (10,997) | (16,317) | ||||||||||||||
Net (loss) income | (13,619) | (16,050) | ||||||||||||||
Net (loss) income attributable to controlling interest | (7,968) | (8,079) | ||||||||||||||
Comprehensive (loss) income | $ (7,296) | $ (7,155) | ||||||||||||||
Basic and Diluted (in dollars per share) | $ (0.13) | $ (0.13) | ||||||||||||||
Restated Impact | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Loss on remeasurement of warrant liability | $ (73,843) | $ (91,851) | ||||||||||||||
Nonoperating Income (Expense) | (91,851) | |||||||||||||||
(Loss) income before taxes | (73,843) | (91,851) | ||||||||||||||
Net (loss) income | (73,843) | (91,851) | ||||||||||||||
Net (loss) income attributable to controlling interest | (73,843) | (91,851) | ||||||||||||||
Comprehensive (loss) income | $ (73,843) | $ (91,851) | ||||||||||||||
Basic and Diluted (in dollars per share) | $ (1.19) | $ (1.51) |
ACQUISITIONS - Fair Value of As
ACQUISITIONS - Fair Value of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 11, 2020 | Jun. 05, 2020 | Dec. 30, 2019 | Oct. 21, 2019 | Sep. 27, 2020 | Jan. 03, 2021 | Aug. 29, 2020 | Aug. 28, 2020 | Dec. 29, 2019 | Nov. 19, 2019 | Dec. 30, 2018 |
Business Acquisition [Line Items] | |||||||||||
Tax consideration | $ 4,468 | ||||||||||
Tax Receivable Agreement obligations to the Continuing Members | $ 28,700 | ||||||||||
Identifiable Intangible assets | 871,150 | ||||||||||
Goodwill | 862,183 | $ 644,956 | $ 207,456 | $ 202,407 | $ 130,907 | ||||||
Income tax refund receivable | 4,500 | ||||||||||
Income tax payable | 4,500 | ||||||||||
Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable Intangible assets | $ 443,500 | ||||||||||
Useful life | 25 years | ||||||||||
Not subject to amortization | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable Intangible assets | $ 56,000 | ||||||||||
Useful life | 15 years | ||||||||||
Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable Intangible assets | $ 43 | ||||||||||
Useful life | 5 years | ||||||||||
Trademarks | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | ||||||||||
Master distribution rights | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable Intangible assets | $ 2,221 | ||||||||||
Useful life | 15 years | ||||||||||
Not subject to amortization | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable Intangible assets | $ 355,500 | ||||||||||
Master distribution rights | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Identifiable Intangible assets | $ 13,886 | ||||||||||
Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired customer relationships and trademarks, amortization period | 25 years | ||||||||||
Common Class V | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Conversion of Continuing Members' Retained Restricted Units (in shares) | 3,483,022 | ||||||||||
Utz Brands, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total cash consideration | $ 199,161 | ||||||||||
Tax Receivable Agreement obligations to the Continuing Members | 28,690 | ||||||||||
Total purchase consideration | 293,093 | ||||||||||
Noncontrolling interest | 896,701 | ||||||||||
Net debt assumed | 648,150 | ||||||||||
Total business enterprise value | 1,837,944 | ||||||||||
Utz Brands, Inc. | Phantom Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity consideration | 11,175 | ||||||||||
Utz Brands, Inc. | Common Class A | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity consideration | $ 54,067 | ||||||||||
Utz Brands Holdings, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
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 | 269,951 | ||||||||||
Identifiable Intangible assets | 871,150 | ||||||||||
Other assets | 7,086 | ||||||||||
Total assets acquired: | 1,380,670 | ||||||||||
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 | ||||||||||
Goodwill | 644,956 | ||||||||||
Truco Holdco Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase consideration | 403,963 | ||||||||||
Total cash consideration | 404,000 | $ 141,400 | |||||||||
Total purchase consideration | 408,431 | ||||||||||
Cash and cash equivalents | 5,811 | ||||||||||
Accounts receivable | 15,609 | ||||||||||
Inventory | 2,629 | ||||||||||
Prepaid expenses and other assets | 5,090 | ||||||||||
Property, plant and equipment | 461 | ||||||||||
Other assets | 1,219 | ||||||||||
Total assets acquired: | 255,819 | ||||||||||
Accounts payable | 5,702 | ||||||||||
Accrued expenses | 4,492 | ||||||||||
Deferred tax liability | 50,855 | ||||||||||
Total liabilities assumed: | 61,075 | ||||||||||
Net identifiable assets acquired | 194,744 | ||||||||||
Goodwill | 213,687 | ||||||||||
Other liabilities | $ 26 | ||||||||||
Truco Holdco Inc. | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | ||||||||||
Finite-lived intangible assets | $ 225,000 | ||||||||||
Truco Holdco Inc. | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Indefinite-lived intangible assets | $ (225,000) | ||||||||||
Kennedy | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total purchase consideration | 138,072 | ||||||||||
Cash and cash equivalents | 227 | ||||||||||
Accounts receivable | 12,331 | ||||||||||
Inventory | 7,443 | ||||||||||
Prepaid expenses and other assets | 129 | ||||||||||
Property, plant and equipment | 19,175 | ||||||||||
Total assets acquired: | 73,230 | ||||||||||
Accounts payable | 4,996 | ||||||||||
Accrued expenses | 1,644 | ||||||||||
Total liabilities assumed: | 6,658 | ||||||||||
Net identifiable assets acquired | 66,572 | ||||||||||
Goodwill | 71,500 | ||||||||||
Other non-current liabilities | 18 | ||||||||||
Kennedy | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | 13,200 | ||||||||||
Kennedy | Trademarks | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Indefinite-lived intangible assets | $ (20,810) | ||||||||||
Kennedy | Favorable And Unfavorable Lease Intangibles | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired customer relationships and trademarks, amortization period | 3 years | ||||||||||
Indefinite-lived intangible assets | $ (85) | ||||||||||
Kitchen Cooked | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total cash consideration | $ 6,900 | ||||||||||
Goodwill | $ 4,100 | $ 4,100 | |||||||||
Kitchen Cooked | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | ||||||||||
Finite-lived intangible assets | $ 2,100 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) - USD ($) | Dec. 14, 2020 | Nov. 11, 2020 | Nov. 02, 2020 | Dec. 30, 2019 | Oct. 21, 2019 | Jan. 03, 2021 | Aug. 28, 2020 | Dec. 26, 2021 | Jan. 03, 2021 | Dec. 29, 2019 | Aug. 29, 2020 | Mar. 29, 2020 | Nov. 19, 2019 | Dec. 30, 2018 |
Business Acquisition [Line Items] | ||||||||||||||
Transaction costs | $ 25,000,000 | $ 13,400,000 | ||||||||||||
Goodwill | $ 862,183,000 | $ 207,456,000 | 862,183,000 | $ 202,407,000 | $ 644,956,000 | $ 130,907,000 | ||||||||
On The Border | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | $ 79,000,000 | |||||||||||||
Kitchen Cooked | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Total cash consideration | $ 6,900,000 | |||||||||||||
Deferred payment obligations | 2,000,000 | $ 2,000,000 | ||||||||||||
Deferred payment obligations payable | 1,000,000 | 1,000,000 | ||||||||||||
Goodwill | 4,100,000 | $ 4,100,000 | ||||||||||||
Goodwill, amount deductible for income tax purposes | $ 0 | |||||||||||||
Kitchen Cooked | Trademarks | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | 1,600,000 | |||||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | |||||||||||||
Kitchen Cooked | Customer Relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | 2,100,000 | |||||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | |||||||||||||
Kitchen Cooked | Other Assets | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | 2,300,000 | |||||||||||||
Kitchen Cooked | Liabilities Assumed | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | $ 1,200,000 | |||||||||||||
Kitchen Cooked | Forecast | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Deferred payment obligations payable | $ 1,000,000 | |||||||||||||
H.K. Anderson | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 3,500,000 | |||||||||||||
Payment to acquire assets | 8,000,000 | |||||||||||||
H.K. Anderson | Trademarks | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | $ 1,800,000 | |||||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | |||||||||||||
H.K. Anderson | Customer Relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | $ 2,700,000 | |||||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | |||||||||||||
UBH | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue contributed by acquiree | 325,600,000 | |||||||||||||
Net income (loss) contributed by acquiree | (13,800,000) | |||||||||||||
Truco Holdco Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction costs | $ 5,600,000 | |||||||||||||
Revenue contributed by acquiree | 9,700,000 | |||||||||||||
Net income (loss) contributed by acquiree | 800,000 | |||||||||||||
Total cash consideration | 404,000,000 | $ 141,400,000 | ||||||||||||
Deferred payment obligations | 1,600,000 | |||||||||||||
Goodwill | 213,687,000 | |||||||||||||
Payments made with cash on hand | $ 3,000,000 | |||||||||||||
Settlement of certain professional fees | $ 1,800,000 | |||||||||||||
Truco Holdco Inc. | Trademarks | Minimum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | |||||||||||||
Truco Holdco Inc. | Trademarks | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired customer relationships and trademarks, amortization period | 20 years | |||||||||||||
Truco Holdco Inc. | Customer Relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | $ 225,000,000 | |||||||||||||
Acquired customer relationships and trademarks, amortization period | 15 years | |||||||||||||
Kennedy | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue contributed by acquiree | 20,600,000 | |||||||||||||
Net income (loss) contributed by acquiree | $ 100,000 | |||||||||||||
Goodwill | 71,500,000 | $ 71,500,000 | ||||||||||||
Kennedy | Favorable And Unfavorable Lease Intangibles | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired customer relationships and trademarks, amortization period | 3 years | |||||||||||||
Indefinite-lived intangible assets | 85,000 | $ 85,000 | ||||||||||||
Kennedy | Customer Relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived intangible assets | $ 13,200,000 | $ 13,200,000 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Jan. 03, 2021 | Dec. 29, 2019 | |
Business Combinations [Abstract] | ||
Pro forma net sales | $ 1,154,229,000 | $ 1,014,223,000 |
Pro forma net loss | (203,491,000) | (25,875,000) |
Pro forma net loss attributable to controlling interest | (197,849,000) | (10,927,000) |
Pro forma net loss attributable to noncontrolling interest | $ (5,642,000) | $ (14,948,000) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 28,935 | $ 24,447 |
Raw materials | 25,150 | 22,122 |
Maintenance parts | 5,746 | 4,575 |
Inventory, gross | 59,831 | 51,144 |
Less: inventory reserve | (21) | (250) |
Total inventories | $ 59,810 | $ 50,894 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 282,836 | $ 429,448 |
Less: accumulated depreciation | (12,420) | (257,731) |
Property, plant and equipment, net | 270,416 | 171,717 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 22,750 | 14,970 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 83,780 | 104,736 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 157,513 | 297,666 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 2,228 | 1,174 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,047 | 3,561 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 15,518 | $ 7,341 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Jul. 31, 2019 | Dec. 30, 2018 | Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expense | $ 12,400 | $ 19,000 | $ 23,600 | $ 24,600 | ||
Cost of goods sold | $ 800 | $ 219,977 | $ 411,595 | $ 514,430 | 505,330 | |
Net book value | 500 | 500 | ||||
Denver Plant | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Net book value | $ 3,600 | $ 3,600 | ||||
Denver Plant | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Sale of Denver Plant | $ 8,200 | |||||
Gain on disposal | $ 4,600 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended |
Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 644,956 | $ 202,407 | $ 130,907 |
Ending balance | 862,183 | 207,456 | 202,407 |
Kitchen Cooked | |||
Goodwill [Roll Forward] | |||
Acquisition during period | 4,060 | ||
Kennedy | |||
Goodwill [Roll Forward] | |||
Acquisition during period | $ 71,500 | ||
Kennedy acquisition adjustment | $ 989 | ||
Ending balance | 71,500 | ||
H.K. Anderson | |||
Goodwill [Roll Forward] | |||
Acquisition during period | 3,540 | ||
Truco | |||
Goodwill [Roll Forward] | |||
Kennedy acquisition adjustment | $ 213,687 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 731,224 | $ 130,875 |
Unfavorable lease | 0 | (85) |
Amortizable assets, gross | (8,268) | (20,425) |
Accumulated amortization | 722,956 | 110,450 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | 1,171,709 | 184,014 |
Not subject to amortization | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 434,513 | 66,580 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 0 | 4,677 |
Master distribution rights | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 14,240 | 2,307 |
Distributor/customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 671,150 | 107,100 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 43 | 1,250 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 57,810 | 22,610 |
Master distribution rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 2,221 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jan. 03, 2021 | Mar. 29, 2020 | Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 8.3 | $ 5.1 | $ 5.7 | $ 5.8 | ||
Kitchen Cooked | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 4.7 | |||||
Kitchen Cooked | Trade name assets | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 79 | $ 0.7 | ||||
Trademarks | Kitchen Cooked | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | 1.8 | 1.6 | ||||
Customer Relationships | Kitchen Cooked | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 227.7 | $ 2.1 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 36,919 | |
2022 | 36,919 | |
2023 | 36,919 | |
2024 | 36,919 | |
2025 | 36,919 | |
Thereafter | 538,361 | |
Accumulated amortization | $ 722,956 | $ 110,450 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 03, 2021 | Dec. 29, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | $ 7,666 | $ 6,754 |
Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | 23,100 | 33,700 |
Notes Receivable | IO Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | 27,100 | 34,000 |
Other Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other notes receivable | $ 600 | $ 1,400 |
Minimum | IO Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 0.00% | |
Term of agreement | 1 year | |
Maximum | IO Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest rate | 8.55% | |
Term of agreement | 10 years |
ACCRUED EXPENSES AND OTHER (Det
ACCRUED EXPENSES AND OTHER (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 03, 2021 | Dec. 29, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 36,968 | $ 14,198 |
Insurance liabilities | 8,100 | 7,880 |
Accrued freight and manufacturing related costs | 6,972 | 4,930 |
Truco acquisition tax consideration | 4,468 | 0 |
Accrued dividends | 4,261 | 0 |
Short term interest rate hedge liability | 3,048 | 0 |
Accrued sales tax | 1,300 | 1,300 |
Accrued interest | 1,220 | 4,184 |
Other accrued expenses | 14,451 | 11,714 |
Total accrued expenses and other | 80,788 | 44,206 |
Tax Receivable Agreement obligations to the Continuing Members | 28,700 | |
Long-term accrued expenses and other, retirement and salary continuation plan | 6,900 | 5,200 |
Hedging liabilities, current | 2,100 | |
Long-term accrued expenses and other, other | $ 100 | |
Long-term LTIP liability | $ 14,400 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) | Dec. 14, 2020 | Aug. 28, 2020 | Oct. 21, 2019 | Oct. 01, 2019 | Nov. 21, 2017 | Mar. 30, 2018 | Jan. 03, 2021 | Aug. 28, 2020 | Aug. 28, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | Dec. 18, 2020 | Apr. 01, 2020 | Mar. 29, 2020 | Dec. 30, 2019 |
Debt Instrument [Line Items] | ||||||||||||||||
Repayment of debt | $ 239,989,000 | $ 6,686,000 | $ 135,141,000 | $ 5,611,000 | ||||||||||||
Loss on debt extinguishment | 2,500,000 | 4,336,000 | ||||||||||||||
Proceeds on the sale of IO notes | 33,204,000 | |||||||||||||||
Interest expense | 13,301,000 | 26,659,000 | 48,388,000 | 45,715,000 | ||||||||||||
Deferred financing costs | $ (2,639,000) | $ 1,742,000 | $ 955,000 | 2,355,000 | ||||||||||||
Kitchen Cooked | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Deferred payment obligations | $ 2,000,000 | $ 2,000,000 | ||||||||||||||
Deferred payment obligations outstanding | 1,000,000 | |||||||||||||||
Kitchen Cooked | Intellectual Property | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Deferred payment obligations | $ 500,000 | |||||||||||||||
First Lien Term Loan | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount of Bridge Credit Agreement | $ 535,000,000 | |||||||||||||||
First Lien Term Loan | Secured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||||||
Interest rate | 3.65% | 3.65% | 5.20% | |||||||||||||
Quarterly principal payments | $ 1,300,000 | |||||||||||||||
Advance payment of principal | $ 111,600,000 | |||||||||||||||
Finance fees | $ 10,700,000 | |||||||||||||||
First Lien Term Loan | Secured Debt | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 3.50% | |||||||||||||||
Second Lien Term Loan | Secured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 125,000,000 | |||||||||||||||
Finance fees | 4,100,000 | |||||||||||||||
Repayment of debt | $ 126,300,000 | |||||||||||||||
Loss on debt extinguishment | $ 4,300,000 | |||||||||||||||
Senior Secured First Lien Floating Rate Note | Secured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 6.70% | |||||||||||||||
Interest expense | $ 1,300,000 | |||||||||||||||
Principal amount | $ 125,000,000 | |||||||||||||||
Repayment of debt | 128,800,000 | |||||||||||||||
Loss on debt extinguishment | $ 2,500,000 | |||||||||||||||
Senior Secured First Lien Floating Rate Note | Secured Debt | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 5.25% | |||||||||||||||
IO Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | $ 13,300,000 | $ 48,400,000 | 45,700,000 | |||||||||||||
Notes receivable sold | 33,200,000 | |||||||||||||||
Proceeds on the sale of IO notes | 34,100,000 | |||||||||||||||
Interest expense | 26,700,000 | |||||||||||||||
Deferred financing costs | 1,700,000 | |||||||||||||||
Bridge Credit Agreement | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Finance fees | 7,200,000 | 2,600,000 | $ 2,600,000 | |||||||||||||
Outstanding balance of credit agreement | 370,000,000 | 370,000,000 | ||||||||||||||
Amount withdrawn from line of credit | $ 490,000,000 | |||||||||||||||
Repayments of with company's warrants | 120,000,000 | |||||||||||||||
Bridge Credit Agreement | LIBOR | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 4.25% | |||||||||||||||
Revolving Credit Facility | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | 4,700,000 | 23,300,000 | 2,100,000 | 42,300,000 | ||||||||||||
Revolving Credit Facility | ABL Facility | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 100,000,000 | $ 161,000,000 | $ 116,000,000 | |||||||||||||
Available for borrowing, net of letters of credit | 106,400,000 | $ 106,400,000 | 83,000,000 | |||||||||||||
Unused line fees | 0.50% | |||||||||||||||
Interest expense | 7,900,000 | 43,700,000 | ||||||||||||||
Outstanding balance of credit agreement | $ 0 | $ 0 | $ 0 | |||||||||||||
Revolving Credit Facility | ABL Facility | Line of Credit | Minimum | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.50% | |||||||||||||||
Interest rate | 1.64% | 1.64% | ||||||||||||||
Revolving Credit Facility | ABL Facility | Line of Credit | Minimum | Prime Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||||||
Interest rate | 3.75% | 3.75% | ||||||||||||||
Revolving Credit Facility | ABL Facility | Line of Credit | Maximum | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||||||
Interest rate | 3.30% | |||||||||||||||
Revolving Credit Facility | ABL Facility | Line of Credit | Maximum | Prime Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||||||
Interest rate | 5.25% | |||||||||||||||
Revolving Credit Facility | IO Notes Payable | Total notes payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | $ 700,000 | $ 1,700,000 | $ 2,600,000 | 700,000 | ||||||||||||
Revolving Credit Facility | IO Notes Payable | Amortization Of Deferred Financing Fees | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | $ 2,400,000 | |||||||||||||||
Standby Letters of Credit | ABL Facility | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 14,100,000 | $ 14,100,000 | $ 14,100,000 |
LONG-TERM DEBT - Aggregate Prin
LONG-TERM DEBT - Aggregate Principal Maturities (Details) $ in Thousands | Jan. 03, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 469 |
2022 | 242 |
2023 | 204 |
2024 | 410,193 |
2025 | 370,000 |
Thereafter | 0 |
Total | $ 781,108 |
LONG-TERM DEBT - Aggregate (Det
LONG-TERM DEBT - Aggregate (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Debt Instrument [Line Items] | ||
Capital lease | $ 8,967 | $ 6,055 |
Note payable – IO notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 23,106 | 33,700 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,509 | 29 |
Total notes payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 33,582 | 39,784 |
Less: current portion | (9,018) | (7,984) |
Long term portion of notes payable | $ 24,564 | $ 31,800 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS - Additional Informatoin (Details) - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | Sep. 06, 2019 | |
Derivative [Line Items] | |||||
Purchase commitments | $ 33,200,000 | ||||
Purchase commitment losses | $ 900,000 | $ (700,000) | $ 900,000 | $ (1,100,000) | |
Interest rate swaps | Cash Flow Hedging | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Fixed interest rate | 4.40% | 1.339% | |||
Variable interest rate | 0.00% | ||||
Notional amount | $ 250,000,000 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS AND PURCHASE COMMITMENTS - Reconciliation of the Changes in the Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jan. 03, 2021 | Jan. 03, 2021 | Aug. 28, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | |
Reconciliation Of Changes In Warrant Liability [Roll Forward] | ||||||
Fair value of warrant liabilities as of the Closing of the Business Combination on August 29, 2020 | $ 132,879 | $ 132,879 | ||||
Loss on remeasurement of warrant liability | $ 73,843 | $ 91,851 | $ 0 | 91,851 | $ 0 | $ 0 |
Reclassification of warrant liability to equity for exercised warrants | (87,118) | |||||
Fair value of warrant liabilities as of January 3, 2021 | $ 137,612 | $ 137,612 | $ 137,612 | $ 132,879 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Assets | ||
Cash and cash equivalents | $ 46,831 | $ 15,053 |
Total assets | 46,831 | 16,539 |
Liabilities | ||
Debt | 778,469 | 640,125 |
Total liabilities | 921,492 | 640,619 |
Commodity contracts | ||
Liabilities | ||
Derivative liabilities | 248 | 494 |
Interest rate swaps | ||
Assets | ||
Interest rate swaps | 1,486 | |
Liabilities | ||
Derivative liabilities | 5,163 | |
Public Warrants | ||
Liabilities | ||
Derivative liabilities | 52,580 | |
Private Placement | ||
Liabilities | ||
Derivative liabilities | 85,032 | |
Level I | ||
Assets | ||
Cash and cash equivalents | 46,831 | 15,053 |
Total assets | 46,831 | 15,053 |
Liabilities | ||
Debt | 0 | 0 |
Total liabilities | 52,580 | 0 |
Level I | Commodity contracts | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level I | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 0 | |
Liabilities | ||
Derivative liabilities | 0 | |
Level I | Public Warrants | ||
Liabilities | ||
Derivative liabilities | 52,580 | |
Level I | Private Placement | ||
Liabilities | ||
Derivative liabilities | 0 | |
Level II | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 1,486 |
Liabilities | ||
Debt | 778,469 | 640,125 |
Total liabilities | 868,912 | 640,619 |
Level II | Commodity contracts | ||
Liabilities | ||
Derivative liabilities | 248 | 494 |
Level II | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 1,486 | |
Liabilities | ||
Derivative liabilities | 5,163 | |
Level II | Public Warrants | ||
Liabilities | ||
Derivative liabilities | 0 | |
Level II | Private Placement | ||
Liabilities | ||
Derivative liabilities | 85,032 | |
Level III | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Debt | 0 | 0 |
Total liabilities | 0 | 0 |
Level III | Commodity contracts | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level III | Interest rate swaps | ||
Assets | ||
Interest rate swaps | 0 | |
Liabilities | ||
Derivative liabilities | $ 0 | |
Level III | Public Warrants | ||
Liabilities | ||
Derivative liabilities | 0 | |
Level III | Private Placement | ||
Liabilities | ||
Derivative liabilities | $ 0 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) $ / shares in Units, $ in Millions | Aug. 28, 2020USD ($)$ / sharesshares | Dec. 29, 2019USD ($) | Sep. 27, 2020USD ($) | Jan. 03, 2021USD ($)$ / sharesshares | Jan. 03, 2021USD ($)purchase_period$ / sharesshares | Aug. 31, 2020shares |
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares that will be vested as a percentage of the initial grant | 0.00% | |||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares that will be vested as a percentage of the initial grant | 200.00% | |||||
Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Award On December 31 2022 | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share vesting percentage | 50.00% | |||||
Award On December 21 2023 | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share vesting percentage | 50.00% | |||||
2020 Plan | 2020 LTIP Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Conversion of Continuing Members' Retained Restricted Units (in shares) | shares | 1,479,445 | |||||
Fair value per unit (in dollars per share) | $ / shares | $ 16.34 | $ 16.34 | ||||
Fair value of replaced Phantom Units | $ 13.9 | $ 11.2 | ||||
Unrecognized compensation expense | $ 8.2 | $ 8.2 | ||||
Post-combination service period | 1 year | |||||
Share-based compensation expense | 5.7 | |||||
2020 Plan | Initial Grant Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 1.9 | $ 1.9 | ||||
Post-combination service period | 2 years | |||||
Share-based compensation expense | $ 0.5 | |||||
Initial grant RSUs (in shares) | shares | 128,935 | |||||
Grant date fair value (in dollars per share) | $ / shares | $ 18.40 | |||||
2020 Plan | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | shares | 9,500,000 | |||||
2020 Plan | Executive Leadership Team | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 286,268 | |||||
Closing share price (in dollars per share) | $ / shares | $ 16.34 | |||||
Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock authorized (in shares) | shares | 1,500,000 | 1,500,000 | ||||
Offering period | 1 year | |||||
Number of purchase periods | purchase_period | 2 | |||||
Length of offering period | 6 months | |||||
PSUs | 2020 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 2.9 | $ 2.9 | ||||
Post-combination service period | 2 years 3 months 18 days | |||||
Share-based compensation expense | $ 0.4 | |||||
Initial grant RSUs (in shares) | shares | 140,076 | |||||
Grant date fair value (in dollars per share) | $ / shares | $ 23.67 | |||||
Expected option term | 2 years 9 months 18 days | |||||
Expected volatility | 53.60% | |||||
Risk-free interest rate | 0.20% | |||||
PSUs | 2020 Plan | Award On December 31 2022 | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share vesting percentage | 50.00% | |||||
PSUs | 2020 Plan | Award On December 21 2023 | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share vesting percentage | 50.00% | |||||
Stock Options | 2020 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 1.5 | $ 1.5 | ||||
Post-combination service period | 2 years | |||||
Share-based compensation expense | $ 0.2 | |||||
Grant date fair value (in dollars per share) | $ / shares | $ 7.38 | |||||
Expected option term | 6 years 4 months 24 days | |||||
Expected volatility | 46.80% | |||||
Risk-free interest rate | 0.40% | |||||
Stock Options | 2020 Plan | Award On December 31 2022 | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share vesting percentage | 50.00% | |||||
Stock Options | 2020 Plan | Award On December 21 2023 | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share vesting percentage | 50.00% | |||||
Stock Options | 2020 Plan | Executive Leadership Team | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum contractual life | 10 years | |||||
Phantom Units | 2018 LTIP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reserve for the estimated fair value | $ 11.2 | $ 14.4 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Millions | 12 Months Ended | |
Jan. 03, 2021USD ($)state | Dec. 29, 2019USD ($) | |
Other Commitments [Line Items] | ||
Number of states | state | 22 | |
Accounts payable and payroll components | $ 0.2 | $ 0.2 |
Cadence Bank | ||
Other Commitments [Line Items] | ||
Maximum future payment of guaranteed loans | 25.00% | |
Maximum future payment amount | $ 2 | |
Bank Of America | ||
Other Commitments [Line Items] | ||
Maximum future payment of guaranteed loans | 25.00% | |
Payment Guarantee | Cadence Bank | ||
Other Commitments [Line Items] | ||
Outstanding balance of guaranteed loans | $ 4.1 | 5.1 |
Payment Guarantee | Bank Of America | ||
Other Commitments [Line Items] | ||
Outstanding balance of guaranteed loans | 7.1 | 0.7 |
Notes purchased | 16.5 | 25.1 |
Payment Guarantee | M&T Bank | ||
Other Commitments [Line Items] | ||
Outstanding balance of guaranteed loans | 6.6 | 8.6 |
Commonwealth Of Pennsylvania Tax Assessment | ||
Other Commitments [Line Items] | ||
Reserve for tax assessment | $ 1.3 | $ 1.3 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Additional Information (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Equity [Abstract] | ||
Accumulated other comprehensive income | $ 924 | $ 1,408 |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended |
Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | |
Equity [Abstract] | |||
Accumulated other comprehensive income | $ 924 | $ 1,408 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Unrealized gain on cash flow hedges | 924 | $ (7,463) | 1,408 |
Ending Balance | 552,908 | ||
Gains/(Losses) on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 0 | 1,408 | 0 |
Unrealized gain on cash flow hedges | 924 | (7,463) | 1,408 |
Ending Balance | $ 924 | $ (6,055) | $ 1,408 |
SUPPLEMENTARY CASH FLOW INFOR_2
SUPPLEMENTARY CASH FLOW INFORMATION (Details) - USD ($) $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jan. 03, 2021 | Aug. 28, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | |
Class of Stock [Line Items] | |||||
Cash paid for interest | $ 9.2 | $ 28.8 | $ 45.7 | $ 40.9 | |
Refunds related to income related taxes | 0.1 | 0.2 | 0.1 | 0 | |
Payments made for income-related taxes | $ 0.5 | $ 0.5 | $ 1.7 | $ 0.7 | |
2020 LTIP RSUs | |||||
Class of Stock [Line Items] | |||||
Noncash considerations | $ 11.2 | ||||
Restricted units | |||||
Class of Stock [Line Items] | |||||
Noncash considerations | 54.1 | ||||
TRA Units | |||||
Class of Stock [Line Items] | |||||
Noncash considerations | $ 28.7 |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) For Income Taxes (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Current: | ||||
Federal | $ 0 | $ 0 | $ 140 | $ (142) |
State | (219) | 1,301 | 1,057 | 1,161 |
Total current | (219) | 1,301 | 1,197 | 1,019 |
Deferred: | ||||
Federal | (528) | 3,197 | 1,650 | 412 |
State | 480 | (525) | 299 | 488 |
Total deferred | (48) | 2,672 | 1,949 | 900 |
Total | $ (267) | $ 3,973 | $ 3,146 | $ 1,919 |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory rate (21%) | $ (22,715) | $ 1,552 | $ (2,146) | $ (5,402) |
State income taxes, net of federal benefit | 393 | 641 | 1,755 | 1,045 |
Pre-transaction loss of Utz Brands Holdings, LLC | 0 | 1,752 | 4,204 | 5,650 |
Investment in Utz Brands Holdings, LLC | (23,844) | 0 | 0 | 0 |
Noncontrolling interest in Utz Brands Holdings, LLC | 1,497 | 0 | 0 | 0 |
Valuation allowance | 25,121 | 0 | (683) | 257 |
Remeasurement of warrant liability | 19,288 | 0 | 0 | 0 |
Nondeductible expenses | 0 | 8 | 6 | 11 |
Other | (7) | 20 | 10 | 358 |
Total | $ (267) | $ 3,973 | $ 3,146 | $ 1,919 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Asses and Liabilities (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Deferred Tax Assets, Net [Abstract] | ||
Accrued expenses | $ 279 | $ 171 |
Pension, retirement and other benefits | 532 | 548 |
Inventories, including uniform capitalization | 201 | 19 |
Investment in Utz Brands Holdings, LLC | 50,371 | 0 |
Acquisition costs | 985 | 0 |
Net operating losses | 18,887 | 18,915 |
Credits | 108 | 105 |
Charitable contributions | 0 | 101 |
Other deferred tax assets | 509 | 0 |
Total gross deferred tax assets | 71,872 | 19,859 |
Valuation allowance | (57,177) | (1,563) |
Net deferred tax assets | 14,695 | 18,296 |
Deferred Tax Liabilities, Net [Abstract] | ||
Plant and equipment, accelerated depreciation | (12,560) | (11,117) |
Intangibles | (75,681) | (26,301) |
Other deferred tax liabilities | (240) | (1) |
Total deferred tax liabilities | (88,481) | (37,419) |
Net deferred tax liabilities | $ (73,786) | $ (19,123) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jan. 03, 2021 | Jan. 03, 2021 | Dec. 29, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 57,177 | $ 57,177 | $ 1,563 |
Change in valuation allowance | 55,600 | ||
Deferred tax expense | 25,100 | 25,100 | |
Charge to additional paid in capital related to warrant transactions | 30,500 | ||
Reduction of income tax expense | 15,700 | 15,700 | |
Increase to equity | 37,600 | 37,600 | |
Long-term accrued expenses and other | 8,900 | 37,600 | |
Kennedy | |||
Operating Loss Carryforwards [Line Items] | |||
Long-term accrued expenses and other | 28,700 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 77,700 | 77,700 | 77,500 |
Net operating loss carryforwards set to expire | 59,100 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 44,200 | 44,200 | 51,800 |
Tax credit carryforwards | $ 100 | $ 100 | $ 100 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Lessee, Lease, Description [Line Items] | ||||
Rent expense | $ 3,600 | $ 7,700 | $ 8,200 | $ 12,700 |
Present value of lease liabilities | $ 8,967 | $ 6,055 | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 12 years | |||
Vehicles, Equipment And Distribution Centers | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 1 month |
LEASES - Capital Leases, net (D
LEASES - Capital Leases, net (Details) - USD ($) $ in Thousands | Jan. 03, 2021 | Dec. 29, 2019 |
Leases [Abstract] | ||
Leases | $ 9,335 | $ 9,200 |
Less: accumulated depreciation | 526 | 1,600 |
Leases, net | $ 8,809 | $ 7,600 |
LEASES - Future Minimum Payment
LEASES - Future Minimum Payments (Details) $ in Thousands | Jan. 03, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 10,106 |
2022 | 8,674 |
2023 | 6,756 |
2024 | 5,325 |
2025 | 3,880 |
Thereafter | 2,928 |
Total | $ 37,669 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 03, 2021 | Jan. 03, 2021 | Aug. 28, 2020 | Sep. 27, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | |
Class of Warrant or Right [Line Items] | |||||||
Conversion of warrants (in shares) | 10,825,664 | ||||||
Warrants outstanding (in shares) | $ 137,612,000 | $ 137,612,000 | $ 137,612,000 | $ 132,879,000 | |||
Loss on remeasurement of warrant liability | $ 73,843,000 | $ 91,851,000 | $ 0 | $ 91,851,000 | 0 | $ 0 | |
Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
New issues during period (in shares) | 15,833,332 | ||||||
Forward Purchase Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
New issues during period (in shares) | 1,166,666 | ||||||
Warrants outstanding (in shares) | 432,000 | ||||||
Private Placement Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
New issues during period (in shares) | 7,200,000 | ||||||
Warrants outstanding (in shares) | 7,200,000 | ||||||
Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | $ 4,575,645 |
SIGNIFICANT CUSTOMERS - Narrati
SIGNIFICANT CUSTOMERS - Narrative (Details) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 20.00% | 21.00% | 16.00% | 18.00% |
SIGNIFICANT CUSTOMERS - Schedul
SIGNIFICANT CUSTOMERS - Schedule of Concentrations (Details) - Customer Concentration Risk | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jan. 03, 2021 | Aug. 28, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | |
Revenue from Contract with Customer Benchmark | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 20.00% | 21.00% | 16.00% | 18.00% | |
Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 20.00% | 22.00% | 21.00% | ||
Customer A | Revenue from Contract with Customer Benchmark | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 11.00% | 12.00% | 9.00% | 9.00% | |
Customer A | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 11.00% | 14.00% | 14.00% | ||
Customer B | Revenue from Contract with Customer Benchmark | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 4.00% | 5.00% | 2.00% | 2.00% | |
Customer B | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 4.00% | 3.00% | 3.00% | ||
Customer C | Revenue from Contract with Customer Benchmark | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 5.00% | 4.00% | 5.00% | 7.00% | |
Customer C | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 5.00% | 5.00% | 4.00% |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) $ in Millions | 12 Months Ended |
Dec. 29, 2019USD ($) | |
Equity Method Investments and Joint Ventures [Abstract] | |
Lease expense/income | $ 4 |
EQUITY (Details)
EQUITY (Details) - USD ($) | Dec. 22, 2020 | Jan. 03, 2021 | Sep. 27, 2020 | Jan. 03, 2021 | Dec. 29, 2019 |
Class of Stock [Line Items] | |||||
Common stock authorized (in shares) | 61,249,000 | 61,249,000 | |||
Warrants outstanding (in shares) | $ 137,612,000 | $ 137,612,000 | $ 132,879,000 | ||
Conversion of warrants (in shares) | 10,825,664 | ||||
Warrants | |||||
Class of Stock [Line Items] | |||||
New issues during period (in shares) | 15,833,332 | ||||
Forward Purchase Warrant | |||||
Class of Stock [Line Items] | |||||
New issues during period (in shares) | 1,166,666 | ||||
Warrants outstanding (in shares) | 432,000 | ||||
Private Placement Warrants | |||||
Class of Stock [Line Items] | |||||
New issues during period (in shares) | 7,200,000 | ||||
Warrants outstanding (in shares) | 7,200,000 | ||||
Public Warrants | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | $ 4,575,645 | ||||
Forward Purchase Shares And Warrants | |||||
Class of Stock [Line Items] | |||||
New issues during period (in shares) | 3,500,000 | ||||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock issued (in shares) | 71,094,714 | 71,094,714 | |||
Shares converted (in shares) | 900,000 | ||||
Common stock outstanding (in shares) | 71,094,714 | 71,094,714 | |||
Common Class A | Forward Purchase Shares And Warrants | |||||
Class of Stock [Line Items] | |||||
New issues during period (in shares) | 1,166,666 | ||||
Stock price (in dollars per share) | $ 11.50 | $ 11.50 | |||
Aggregate proceeds from issuance of common stock | $ 35,000,000 | ||||
Forward Purchase Class A | |||||
Class of Stock [Line Items] | |||||
Shares converted (in shares) | 3,500,000 | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Shares converted (in shares) | 2,000,000 | ||||
Common Class V | |||||
Class of Stock [Line Items] | |||||
Common stock authorized (in shares) | 61,249,000 | 61,249,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock issued (in shares) | 60,349,000 | 60,349,000 | 60,349,000 | ||
Shares converted (in shares) | 900,000 | (900,000) | |||
Common stock outstanding (in shares) | 60,349,000 | 60,349,000 | 60,349,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||
Sep. 27, 2020 | Sep. 27, 2020 | Aug. 28, 2020 | Jan. 03, 2021 | Jan. 03, 2021 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 24, 2019 | Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Numerator | |||||||||||||||
Net (loss) income attributable to controlling interest | $ (18,119) | $ (4,824) | $ (81,811) | $ (81,811) | $ 6,552 | $ 1,692 | $ (24,654) | $ 9,600 | $ 2,202 | $ (3,320) | $ (99,930) | $ 3,420 | $ (16,172) | $ (30,500) | |
Dividends related to participating share-based compensation awards | $ (110) | ||||||||||||||
Net loss attributable to common stockholders | $ (100,040) | ||||||||||||||
Denominator | |||||||||||||||
Basic and Diluted (in shares) | 61,085,943 | ||||||||||||||
Basic earnings per share (in dollars per share) | $ (1.64) | ||||||||||||||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 9,448,807 | ||||||||||||||
Net loss attributable to noncontrolling interest | $ 7,971 | $ 0 | $ (2,808) | $ (2,856) | |||||||||||
Common Class V | |||||||||||||||
Denominator | |||||||||||||||
Common stock issued (in shares) | 60,349,000 | 60,349,000 | 60,349,000 | 60,349,000 | 60,349,000 | ||||||||||
Common stock outstanding (in shares) | 60,349,000 | 60,349,000 | 60,349,000 | 60,349,000 | 60,349,000 | ||||||||||
Warrants | |||||||||||||||
Denominator | |||||||||||||||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 8,095,866 | ||||||||||||||
2020 LTIP RSUs | |||||||||||||||
Denominator | |||||||||||||||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 1,151,262 | ||||||||||||||
Initial Grant RSUs | |||||||||||||||
Denominator | |||||||||||||||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 26,923 | ||||||||||||||
PSUs | |||||||||||||||
Denominator | |||||||||||||||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 140,076 | ||||||||||||||
Stock options | |||||||||||||||
Denominator | |||||||||||||||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 34,680 |
UNAUDITED QUARTERLY FINANCIAL_3
UNAUDITED QUARTERLY FINANCIAL DATA - Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||
Sep. 27, 2020 | Aug. 28, 2020 | Jan. 03, 2021 | Jan. 03, 2021 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 24, 2019 | Jan. 03, 2021 | Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Net sales | $ 79,372 | $ 168,656 | $ 246,276 | $ 241,977 | $ 228,029 | $ 201,756 | $ 199,628 | $ 188,432 | $ 178,412 | $ 325,648 | $ 638,662 | $ 768,228 | $ 772,035 | ||
Operating income (loss) | (1,179) | 3,117 | 221 | 17,451 | 12,213 | (13,803) | 24,882 | 18,494 | 9,173 | (958) | 32,781 | 38,746 | 19,383 | ||
Net (loss) income | (20,439) | (4,824) | $ (87,462) | (87,462) | 6,552 | 1,692 | (23,989) | 10,323 | 2,917 | (2,615) | $ (107,901) | (107,901) | 3,420 | (13,364) | (27,644) |
Net (loss) income attributable to controlling interest | $ (18,119) | $ (4,824) | $ (81,811) | $ (81,811) | $ 6,552 | $ 1,692 | $ (24,654) | $ 9,600 | $ 2,202 | $ (3,320) | $ (99,930) | $ 3,420 | $ (16,172) | $ (30,500) | |
Basic and Diluted (in dollars per share) | $ (1.32) | $ (1.64) |
UNAUDITED QUARTERLY FINANCIAL_4
UNAUDITED QUARTERLY FINANCIAL DATA - Impact of Restatement (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | 13 Months Ended | |||||||||||
Sep. 27, 2020 | Aug. 28, 2020 | Jan. 03, 2021 | Jan. 03, 2021 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 24, 2019 | Jan. 03, 2021 | Jan. 03, 2021 | Aug. 28, 2020 | Jan. 03, 2021 | Dec. 29, 2019 | Dec. 30, 2018 | Sep. 27, 2021 | Aug. 29, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Current portion of warrant liability | $ 150,887 | $ 52,580 | $ 52,580 | $ 0 | $ 52,580 | $ 52,580 | $ 52,580 | $ 0 | ||||||||||
Total current liabilities | 671,383 | 200,109 | 200,109 | 107,517 | 200,109 | 200,109 | 200,109 | 107,517 | ||||||||||
Total liabilities | 797,887 | 1,199,262 | 1,199,262 | 811,899 | 1,199,262 | 1,199,262 | 1,199,262 | 811,899 | ||||||||||
Additional paid-in capital (Successor) | 473,387 | 793,461 | 793,461 | 793,461 | 793,461 | 793,461 | ||||||||||||
Accumulated deficit (Successor) | (155,418) | (241,490) | (241,490) | (241,490) | (241,490) | (241,490) | ||||||||||||
Total stockholders' equity and members' equity (deficit) | 318,233 | 552,908 | 552,908 | 552,908 | 552,908 | 552,908 | ||||||||||||
Noncontrolling interest | 831,994 | 831,994 | 831,994 | 831,994 | 831,994 | |||||||||||||
Total equity | 1,263,592 | 1,384,902 | 1,384,902 | 1,384,902 | 1,384,902 | 1,384,902 | $ 1,288,778 | |||||||||||
Loss on remeasurement of warrant liability | (73,843) | (91,851) | $ 0 | (91,851) | 0 | $ 0 | ||||||||||||
(Loss) income before taxes | (84,840) | (108,168) | 7,393 | (10,218) | (25,725) | |||||||||||||
Net (loss) income | (20,439) | $ (4,824) | (87,462) | (87,462) | $ 6,552 | $ 1,692 | (23,989) | $ 10,323 | $ 2,917 | $ (2,615) | (107,901) | (107,901) | 3,420 | (13,364) | (27,644) | |||
Net loss (income) attributable to noncontrolling interest | 7,971 | 0 | (2,808) | (2,856) | ||||||||||||||
Net (loss) income attributable to controlling interest | (18,119) | $ (4,824) | (81,811) | (81,811) | $ 6,552 | $ 1,692 | $ (24,654) | $ 9,600 | $ 2,202 | $ (3,320) | (99,930) | 3,420 | (16,172) | (30,500) | ||||
Comprehensive (loss) income | $ (81,139) | $ (99,006) | $ (4,043) | $ (14,764) | $ (30,500) | |||||||||||||
Basic and Diluted (in dollars per share) | $ (1.32) | $ (1.64) | ||||||||||||||||
Subsequent Event | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Loss on remeasurement of warrant liability | $ (18,008) | |||||||||||||||||
(Loss) income before taxes | (23,328) | |||||||||||||||||
Net (loss) income | (20,439) | |||||||||||||||||
Net (loss) income attributable to controlling interest | (18,119) | |||||||||||||||||
Comprehensive (loss) income | $ (17,867) | |||||||||||||||||
Basic and Diluted (in dollars per share) | $ (0.31) | |||||||||||||||||
As Reported | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Current portion of warrant liability | 0 | $ 0 | 0 | 0 | $ 0 | 0 | ||||||||||||
Total current liabilities | 520,496 | 147,529 | 147,529 | 147,529 | 147,529 | 147,529 | ||||||||||||
Total liabilities | 647,000 | 1,061,650 | 1,061,650 | 1,061,650 | 1,061,650 | 1,061,650 | ||||||||||||
Additional paid-in capital (Successor) | 479,028 | 623,729 | 623,729 | 623,729 | 623,729 | 623,729 | ||||||||||||
Accumulated deficit (Successor) | (10,172) | (22,401) | (22,401) | (22,401) | (22,401) | (22,401) | ||||||||||||
Total stockholders' equity and members' equity (deficit) | 469,120 | 602,265 | 602,265 | 602,265 | 602,265 | 602,265 | ||||||||||||
Noncontrolling interest | 920,249 | 920,249 | 920,249 | 920,249 | 920,249 | |||||||||||||
Total equity | 1,414,479 | 1,522,514 | 1,522,514 | 1,522,514 | 1,522,514 | 1,522,514 | ||||||||||||
Loss on remeasurement of warrant liability | 0 | 0 | ||||||||||||||||
(Loss) income before taxes | (10,997) | (16,317) | ||||||||||||||||
Net (loss) income | (13,619) | (16,050) | ||||||||||||||||
Net (loss) income attributable to controlling interest | (7,968) | (8,079) | ||||||||||||||||
Comprehensive (loss) income | $ (7,296) | $ (7,155) | ||||||||||||||||
Basic and Diluted (in dollars per share) | $ (0.13) | $ (0.13) | ||||||||||||||||
As Reported | Subsequent Event | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Loss on remeasurement of warrant liability | $ 0 | |||||||||||||||||
(Loss) income before taxes | (5,320) | |||||||||||||||||
Net (loss) income | (2,431) | |||||||||||||||||
Net (loss) income attributable to controlling interest | (111) | |||||||||||||||||
Comprehensive (loss) income | $ 141 | |||||||||||||||||
Basic and Diluted (in dollars per share) | $ 0 | |||||||||||||||||
Restated Impact | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Current portion of warrant liability | 150,887 | $ 52,580 | 52,580 | 52,580 | $ 52,580 | 52,580 | ||||||||||||
Total current liabilities | 150,887 | 52,580 | 52,580 | 52,580 | 52,580 | 52,580 | ||||||||||||
Total liabilities | 150,887 | 137,612 | 137,612 | 137,612 | 137,612 | 137,612 | ||||||||||||
Additional paid-in capital (Successor) | (5,641) | 169,732 | 169,732 | 169,732 | 169,732 | 169,732 | ||||||||||||
Accumulated deficit (Successor) | (145,246) | (219,089) | (219,089) | (219,089) | (219,089) | (219,089) | $ 5,600 | |||||||||||
Total stockholders' equity and members' equity (deficit) | (150,887) | (49,357) | (49,357) | (49,357) | (49,357) | (49,357) | ||||||||||||
Noncontrolling interest | (88,255) | (88,255) | (88,255) | (88,255) | (88,255) | |||||||||||||
Total equity | $ (150,887) | (137,612) | $ (137,612) | $ (137,612) | (137,612) | $ (137,612) | ||||||||||||
Loss on remeasurement of warrant liability | 73,843 | 91,851 | ||||||||||||||||
(Loss) income before taxes | (73,843) | (91,851) | ||||||||||||||||
Net (loss) income | (73,843) | (91,851) | ||||||||||||||||
Net (loss) income attributable to controlling interest | (73,843) | (91,851) | ||||||||||||||||
Comprehensive (loss) income | $ (73,843) | $ (91,851) | ||||||||||||||||
Basic and Diluted (in dollars per share) | $ (1.19) | $ (1.51) | ||||||||||||||||
Restated Impact | Subsequent Event | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Loss on remeasurement of warrant liability | $ 18,008 | |||||||||||||||||
(Loss) income before taxes | (18,008) | |||||||||||||||||
Net (loss) income | (18,008) | |||||||||||||||||
Net (loss) income attributable to controlling interest | (18,008) | |||||||||||||||||
Comprehensive (loss) income | $ (18,008) | |||||||||||||||||
Basic and Diluted (in dollars per share) | $ (0.31) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 20, 2021 | Jan. 11, 2021 | Dec. 14, 2020 | Mar. 17, 2021 | Jan. 03, 2021 | Aug. 28, 2020 | Dec. 29, 2019 | Dec. 30, 2018 |
Subsequent Event [Line Items] | ||||||||
Exercised warrants | $ 124,495,000 | $ 0 | $ 0 | $ 0 | ||||
Public And Forward Purchase Warrants | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants exercised | 15,802,379 | |||||||
Exercised warrants | $ 181,700,000 | |||||||
Public Warrants | ||||||||
Subsequent Event [Line Items] | ||||||||
Public warrants unexercised | 30,928 | |||||||
Public warrants unexercised (in dollars per share) | $ 0.01 | |||||||
First Lien Term Loan | Secured Debt | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 3.65% | 5.20% | ||||||
Subsequent Event | Snak-King Corp. | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price | $ 25,000,000 | |||||||
Subsequent Event | Public And Forward Purchase Warrants | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants exercised | 4,976,717 | |||||||
Exercised warrants | $ 57,200,000 | |||||||
Subsequent Event | First Lien Term Loan | Secured Debt | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | $ 410,000,000 | |||||||
Subsequent Event | 2021 New Term Loans | Secured Debt | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional borrowings | $ 310,000,000 | |||||||
Subsequent Event | 2021 New Term Loans | Secured Debt | Maximum | Europe | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 3.50% | |||||||
Subsequent Event | 2021 New Term Loans | Secured Debt | Maximum | UNITED STATES | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 2.50% | |||||||
Subsequent Event | 2021 New Term Loans | Secured Debt | Minimum | Europe | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 3.00% | |||||||
Subsequent Event | 2021 New Term Loans | Secured Debt | Minimum | UNITED STATES | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 2.00% |