UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CONYERS PARK II ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | --- | |--------------------------------------------- ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) The company is a consumer-focused Special Purpose Acquisition Company (SPAC) seeking a business combination - The company is a blank check company, or SPAC, incorporated on May 2, 2019, with the purpose of effecting an initial business combination, targeting the **consumer sector**[12](index=12&type=chunk)[13](index=13&type=chunk) - The management team has extensive experience in the consumer industry and a successful track record with a prior SPAC, **The Simply Good Foods Company**[14](index=14&type=chunk)[15](index=15&type=chunk)[17](index=17&type=chunk) Initial Public Offering and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | July 22, 2019 | | Units Sold | 45,000,000 | | Price per Unit | $10.00 | | Gross Proceeds | $450,000,000 | | Amount in Trust Account | $450,000,000 | | Deadline for Business Combination | July 22, 2021 | - The company's acquisition strategy focuses on consumer companies with market leadership and sound fundamentals where management can add operational value[23](index=23&type=chunk)[26](index=26&type=chunk) - Public stockholders have redemption rights upon a business combination or will receive a pro-rata share of the trust account if the company liquidates[74](index=74&type=chunk)[91](index=91&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks as a SPAC, including reliance on management, competition, and potential investment loss if no combination occurs - As a recently formed entity with **no operating history**, it is difficult for investors to evaluate its ability to achieve its business objective[119](index=119&type=chunk)[120](index=120&type=chunk) - There is a risk of failure to complete an initial business combination by the **deadline of July 22, 2021**, which would result in liquidation and worthless warrants[139](index=139&type=chunk)[140](index=140&type=chunk) - The **COVID-19 outbreak** is a material risk that could adversely affect the search for and operations of a target business[141](index=141&type=chunk)[142](index=142&type=chunk) - Management and directors have **conflicts of interest** due to involvement in other businesses and will lose their investment if a combination is not completed[221](index=221&type=chunk)[223](index=223&type-chunk)[233](index=233&type=chunk) - Stockholders face risks of **dilution** from additional share issuances and potential early redemption of public warrants[208](index=208&type=chunk)[264](index=264&type=chunk) [Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved comments from SEC staff - There are **no unresolved staff comments**[293](index=293&type=chunk) [Properties](index=62&type=section&id=Item%202.%20Properties) The company leases its executive office from a sponsor affiliate for a monthly fee - The company's executive office is provided by an affiliate of the sponsor[294](index=294&type=chunk) - The company pays its sponsor's affiliate **$10,000 per month** for office space, utilities, and administrative support[294](index=294&type=chunk) [Legal Proceedings](index=62&type=section&id=Item%203.%20Legal%20Proceedings) The company is not involved in any pending or contemplated litigation - To the knowledge of management, there is **no pending or contemplated litigation** against the company, its officers, or directors[295](index=295&type=chunk) [Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Mine Safety Disclosures are **not applicable**[296](index=296&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=63&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on NASDAQ, and it has not paid dividends, with details on unregistered sales provided - The company's securities trade on the NASDAQ Stock Market LLC under the symbols **CPAAU, CPAA, and CPAAW**[298](index=298&type=chunk) - The company has not paid and does not intend to pay cash dividends prior to completing its initial business combination[300](index=300&type=chunk) - Unregistered securities sales include **11,250,000 founder shares** issued to the sponsor for $25,000 and **7,333,333 private placement warrants** for $11,000,000[301](index=301&type=chunk)[302](index=302&type=chunk) - **$450 million** of the net proceeds from the IPO and private placement were placed in the trust account[305](index=305&type=chunk) [Selected Financial Data](index=64&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not applicable as per reporting guidelines - Selected Financial Data is **not applicable**[306](index=306&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=64&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net income of $2.5M was driven by trust account interest, with sufficient working capital to operate until the deadline - For the period from inception to December 31, 2019, the company reported a **net income of approximately $2.5 million**[312](index=312&type=chunk) - The income was primarily generated by approximately **$3.6 million in interest earned** on marketable securities held in the Trust Account[312](index=312&type=chunk) - As of December 31, 2019, the company had **$951,060 in cash** and cash equivalents for working capital purposes[311](index=311&type=chunk)[315](index=315&type=chunk) - Contractual obligations include **deferred underwriting commissions of $15.75 million** and a $10,000 per month administrative support agreement[322](index=322&type=chunk)[323](index=323&type=chunk) - The company has elected to use the extended transition period for new accounting standards available to emerging growth companies[331](index=331&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=68&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, this disclosure is not required - The company is a smaller reporting company and is **not required to provide the information** under this item[333](index=333&type=chunk) [Financial Statements and Supplementary Data](index=68&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited financials show $454.1M in assets, dominated by the trust account, and a net income of $2.47M Balance Sheet Summary (as of December 31, 2019) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash and cash equivalents | $951,060 | | Marketable securities held in Trust Account | $452,816,525 | | **Total Assets** | **$454,109,579** | | **Liabilities & Equity** | | | Total current liabilities | $227,912 | | Deferred underwriting commissions | $15,750,000 | | **Total Liabilities** | **$15,977,912** | | Class A common stock subject to possible redemption | $433,131,660 | | **Total Stockholders' Equity** | **$5,000,007** | Statement of Operations Summary (May 2, 2019 - Dec 31, 2019) | Category | Amount (USD) | | :--- | :--- | | Loss from operations | ($379,580) | | Interest income earned on Trust Account | $3,579,393 | | Income before income tax expense | $3,199,813 | | Income tax expense | $730,672 | | **Net Income** | **$2,469,141** | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=69&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports no changes in or disagreements with its accountants - **None**[334](index=334&type=chunk) [Controls and Procedures](index=69&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and procedures were effective as of December 31, 2019 - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2019[336](index=336&type=chunk) - A report on internal control over financial reporting is **not included** due to the transition period for newly public companies[337](index=337&type=chunk) [Other Information](index=70&type=section&id=Item%209B.%20Other%20Information) The company reports no other material information - **None**[338](index=338&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=71&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by an experienced team and board, with established committees and disclosed conflicts of interest - The executive team includes **James M. Kilts (Executive Chairman)** and **David J. West (CEO)**, with extensive experience in the consumer goods sector[340](index=340&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk) - The Board of Directors is staggered into three classes, with a **majority of members determined to be independent** per NASDAQ standards[350](index=350&type=chunk)[356](index=356&type=chunk) - The Board has established an **Audit Committee and a Compensation Committee**, both composed entirely of independent directors[357](index=357&type=chunk)[358](index=358&type=chunk)[361](index=361&type=chunk) - **Significant conflicts of interest exist** as officers and directors have fiduciary duties to other entities that may compete for business opportunities[370](index=370&type=chunk)[372](index=372&type=chunk) [Executive Compensation](index=81&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation is paid to officers or directors, though an affiliate receives a monthly administrative fee - None of the company's officers or directors have received any **cash compensation** for services rendered[389](index=389&type=chunk) - An affiliate of the sponsor is paid **$10,000 per month** for office space, utilities, and administrative support[389](index=389&type=chunk) - Officers and directors will be reimbursed for out-of-pocket expenses incurred on behalf of the company[389](index=389&type=chunk) - After an initial business combination, members of the management team may be paid consulting or management fees, but **no agreements are currently in place**[390](index=390&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=82&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The sponsor holds 19.82% of voting control, with several institutional investors holding over 5% of Class A stock Beneficial Ownership as of March 30, 2020 | Beneficial Owner | Class A % | Class B % | Total Voting Control % | | :--- | :--- | :--- | :--- | | Conyers Park II Sponsor LLC | — | 99.1% | 19.82% | | T. Rowe Price Associates, Inc. | 10.07% | — | 8.05% | | Manulife Asset Management Limited | 7.06% | — | 5.65% | | Woodson Capital Management, LP | 6.67% | — | 5.33% | | Alyeska Investment Group, L.P. | 6.25% | — | 5.00% | | All directors and executive officers as a group | * | 100% | 20.0% | [Certain Relationships and Related Transactions, and Director Independence](index=84&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related party transactions include founder share and warrant purchases by the sponsor and a monthly administrative fee - The sponsor purchased **11,500,000 founder shares for $25,000** and **7,333,333 private placement warrants for $11,000,000**[404](index=404&type=chunk)[405](index=405&type=chunk) - The company pays an affiliate of the sponsor **$10,000 per month** for administrative support[407](index=407&type=chunk) - The sponsor or its affiliates may loan the company up to **$1,500,000** for transaction costs, which may be convertible into warrants[412](index=412&type=chunk) - The company has a formal policy requiring the **audit committee to review and approve** all related party transactions[415](index=415&type=chunk) [Principal Accountant Fees and Services](index=86&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) WithumSmith+Brown, PC's audit fees for fiscal 2019 were $62,660, with all services pre-approved by the audit committee Accountant Fees for Fiscal Year 2019 | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $62,660 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee **pre-approves all auditing** and permitted non-audit services to be performed by the auditors[425](index=425&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=86&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements and material contracts filed as part of the Form 10-K report - The report includes financial statements and lists key exhibits filed, such as the **Certificate of Incorporation, Warrant Agreement, and Trust Agreement**[426](index=426&type=chunk)[427](index=427&type=chunk) [Form 10-K Summary](index=87&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - **Not applicable**[428](index=428&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CONYERS PARK II ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | --- | --- | --- | |----------------- ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited financial statements from inception to June 30, 2019, reflect a $2,000 net loss and $361,637 in total assets [Unaudited Condensed Balance Sheet](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet) As of June 30, 2019, total assets were $361,637, liabilities $338,637, and stockholders' equity $23,000 Balance Sheet as of June 30, 2019 | Category | Amount ($) | | :--- | :--- | | **Assets** | | | Deferred offering costs | 361,637 | | **Total Assets** | **361,637** | | **Liabilities & Stockholders' Equity** | | | Accounts payable and accrued expenses | 208,297 | | Promissory note – related party | 130,340 | | **Total Current Liabilities** | **338,637** | | Total stockholders' equity | 23,000 | | **Total Liabilities and Stockholders' Equity** | **361,637** | [Unaudited Condensed Statement of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) From inception to June 30, 2019, the company incurred a net loss of $2,000 from general and administrative expenses Statement of Operations (May 2, 2019 - June 30, 2019) | Metric | Value ($) | | :--- | :--- | | General and administrative expenses | 2,000 | | **Net Loss** | **(2,000)** | | Weighted average shares outstanding | 11,250,000 | | **Net loss per common share, basic and diluted** | **(0.00)** | [Unaudited Condensed Statement of Changes in Stockholders' Equity](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity increased to $23,000 from inception to June 30, 2019, driven by stock issuance and net loss - The company's **total stockholders' equity reached $23,000** by June 30, 2019, following the issuance of Class B common stock for **$25,000** and a **net loss of $2,000**[7](index=7&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) From inception to June 30, 2019, the company reported zero net cash flow, ending with a $0 cash balance - The company had no cash flow from operating or financing activities, resulting in a **cash balance of $0** at the end of the period[8](index=8&type=chunk) Supplemental Non-cash Activities | Activity | Amount ($) | | :--- | :--- | | Deferred offering costs in accounts payable | 206,297 | | Deferred offering costs paid by Sponsor for Class B stock | 25,000 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's formation, July 2019 IPO, related party transactions, and business combination terms - The company was formed on **May 2, 2019**, to effect a business combination, with a focus on the consumer sector[10](index=10&type=chunk) - On **July 22, 2019**, the company consummated its IPO of **45,000,000 units** at **$10.00 per unit**, generating **gross proceeds of $450 million**. Simultaneously, it sold **7,333,333 private placement warrants** to the Sponsor for **$11.0 million**[12](index=12&type=chunk)[13](index=13&type=chunk) - The company has **24 months** from the IPO closing (until **July 22, 2021**) to complete a business combination, or it will be required to liquidate and return the funds held in the Trust Account to public stockholders[19](index=19&type=chunk)[20](index=20&type=chunk) - The Sponsor paid **$25,000** for **11,500,000 Founder Shares** (Class B common stock). A portion of these shares is subject to forfeiture if the underwriters' over-allotment option is not fully exercised[40](index=40&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section reviews the company's formation, July 2019 IPO, financial results, and key contractual obligations - The company is a blank check company incorporated on **May 2, 2019**, intending to focus on business combinations in the consumer sector[67](index=67&type=chunk) - From inception to **June 30, 2019**, the company's activities were solely related to its formation and IPO preparation, resulting in a **net loss of $2,000**[73](index=73&type=chunk)[74](index=74&type=chunk) - Prior to the IPO, liquidity was provided by the Sponsor through a **$25,000 capital contribution** and a promissory note, which had a **balance of $130,340** as of **June 30, 2019**, and was fully repaid in **July 2019**[75](index=75&type=chunk) - The company has a **deferred underwriting commission of approximately $15.75 million**, payable only upon the completion of a Business Combination[78](index=78&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[85](index=85&type=chunk) [Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2019, with no material changes during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal quarter ended **June 30, 2019**[86](index=86&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the quarter[88](index=88&type=chunk) [PART II. OTHER INFORMATION](index=23&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[90](index=90&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to risk factors previously disclosed in the July 17, 2019 prospectus - No material changes have occurred to the risk factors disclosed in the final prospectus from **July 17, 2019**[91](index=91&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Unregistered sales of equity securities and use of IPO proceeds are detailed, including funds placed in the Trust Account - On **May 2, 2019**, the Sponsor acquired **11,500,000 shares of Class B common stock** for **$25,000** in an unregistered sale[91](index=91&type=chunk) - On **July 22, 2019**, the Sponsor purchased **7,333,333 Private Placement Warrants** for **$11,000,000** in a private placement[92](index=92&type=chunk) - Following the IPO and private placement, **$450 million** of the net proceeds was placed in the Trust Account[93](index=93&type=chunk) [Defaults Upon Senior Securities](index=23&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[94](index=94&type=chunk) [Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable[94](index=94&type=chunk) [Other Information](index=23&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[94](index=94&type=chunk) [Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including CEO and CFO certifications and XBRL data files - The exhibits include certifications from the Chief Executive Officer and Chief Financial Officer as required by the Sarbanes-Oxley Act of **2002**[95](index=95&type=chunk)