PART I—FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for the three months ended March 31, 2021, and 2020 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a summary of the company's financial position as of March 31, 2021, and December 31, 2020 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $156,351 | $204,301 | | Total current assets | $887,191 | $899,751 | | Goodwill | $2,173,924 | $2,163,339 | | Other intangible assets, net | $2,412,136 | $2,452,796 | | **Total assets** | **$5,726,170** | **$5,777,492** | | **Liabilities & Equity** | | | | Total current liabilities | $522,139 | $574,989 | | Long-term debt, net | $2,028,090 | $2,029,328 | | **Total liabilities** | **$3,203,353** | **$3,258,703** | | **Total stockholders' equity** | **$2,520,944** | **$2,518,789** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section details the company's financial performance for the three months ended March 31, 2021, and 2020 Condensed Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Revenues | $791,021 | $879,396 | | Cost of revenues | $653,339 | $746,693 | | Operating income | $37,588 | $31,438 | | Interest expense, net | $30,865 | $51,794 | | Net loss | $(546) | $(21,723) | | Net loss attributable to stockholders | $(116) | $(21,708) | | Basic and diluted net loss per share | $(0.00) | $(0.11) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2021, and 2020 Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $29,887 | $50,965 | | Net cash used in investing activities | $(19,281) | $(59,842) | | Net cash (used in) provided by financing activities | $(54,514) | $71,152 | | Net change in cash, cash equivalents and restricted cash | $(46,142) | $55,392 | [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies, significant transactions, and financial positions - The company, a provider of outsourced solutions to consumer goods companies and retailers, completed a merger on October 28, 2020, with Conyers Park II Acquisition Corp., which was renamed Advantage Solutions Inc., making Legacy Advantage a wholly owned subsidiary[21](index=21&type=chunk)[22](index=22&type=chunk) - In Q1 2021, the company acquired two sales agencies for an aggregate purchase price of **$18.2 million**, including **$14.0 million in cash**, **$2.7 million in contingent consideration**, and **$1.4 million in holdbacks**, adding **$11.5 million** to goodwill[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) - As of March 31, 2021, the company had **$2.1 billion** in total debt, primarily consisting of a **$1.32 billion** New Term Loan Facility and **$775 million** in Notes[53](index=53&type=chunk) - The company is involved in ongoing legal matters related to its acquisition of Take 5 Media Group, including a voluntary disclosure to the U.S. Attorney's Office and FBI, and arbitration proceedings with the sellers of Take 5[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) - In Q1 2021, the company recognized **$8.7 million** in stock-based compensation expense related to its 2020 Incentive Award Plan, under which it granted Performance Stock Units (PSUs) and Restricted Stock Units (RSUs)[90](index=90&type=chunk)[91](index=91&type=chunk)[93](index=93&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance for Q1 2021, highlighting a 10.0% decrease in revenue to $791.0 million, primarily due to COVID-19's negative impact on the marketing segment's in-store sampling services, partially offset by a 5.2% revenue increase in the sales segment, driven by at-home consumption trends Q1 2021 vs Q1 2020 Financial Performance | Metric | Q1 2021 | Q1 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $791.0M | $879.4M | (10.0)% | | Operating Income | $37.6M | $31.4M | 19.6% | | Net Loss | $(0.5)M | $(21.7)M | 97.5% | | Adjusted EBITDA | $111.4M | $106.4M | 4.8% | - The COVID-19 pandemic had a mixed impact, causing a **30.9% revenue decline** in the marketing segment due to suspended in-store sampling services, while the sales segment saw a **5.2% revenue increase** from higher at-home food consumption and e-commerce growth[116](index=116&type=chunk)[117](index=117&type=chunk) - In October 2020, the company completed a business combination, repaying **$3.3 billion** of old debt and refinancing with new facilities, leading to a **$20.9 million (40.4%) decrease** in net interest expense for Q1 2021 compared to Q1 2020[112](index=112&type=chunk)[158](index=158&type=chunk) Revenues by Segment (in thousands) | Segment | Q1 2021 | Q1 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Sales | $534,324 | $507,798 | $26,526 | 5.2% | | Marketing | $256,697 | $371,598 | $(114,901) | (30.9)% | | **Total** | **$791,021** | **$879,396** | **$(88,375)** | **(10.0)%** | [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company identifies its primary market risks as foreign currency fluctuations, equity price risk from its warrant liability, and interest rate risk on its variable-rate debt, actively managing these risks using derivative instruments - The company is exposed to foreign currency risk, primarily from operations in Europe and Canada, where a hypothetical **10% adverse change** in exchange rates would have decreased pre-tax income by approximately **$0.1 million** in Q1 2021[216](index=216&type=chunk)[217](index=217&type=chunk) - Interest rate risk is managed through derivative financial instruments, with the company holding interest rate cap agreements on **$2.2 billion** of notional principal as of March 31, 2021, where a **0.125% increase** in the average interest rate would have increased Q1 2021 interest expense by **$0.2 million**[220](index=220&type=chunk)[221](index=221&type=chunk)[223](index=223&type=chunk) - The company faces equity price risk from its **7,333,333 private placement warrants**, recorded as a liability at fair value, where a hypothetical **10% decrease** in the company's stock price would result in a **$5.6 million unrealized gain** from the change in the warrant liability's fair value[218](index=218&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) The company reports that material weaknesses in its internal control over financial reporting, first identified in relation to the Take 5 Matter and later regarding warrant accounting, persisted as of March 31, 2021, leading to a conclusion that disclosure controls were not effective, though financial statements are asserted to be fairly presented - Material weaknesses in internal control over financial reporting continue to exist as of March 31, 2021, stemming from issues identified in the Take 5 Matter and a recent re-evaluation of warrant accounting[225](index=225&type=chunk)[228](index=228&type=chunk) - Specific weaknesses include ineffective controls over acquisition due diligence, reliance on IT data for revenue recognition, the whistleblower complaint process, and the accounting evaluation of complex instruments like warrants[225](index=225&type=chunk)[228](index=228&type=chunk) - A remediation plan is in progress, focusing on enhancing due diligence, improving internal reporting controls, strengthening the whistleblower process, and implementing controls for complex accounting, with remediation not considered complete until controls are implemented and tested over a sustained period[230](index=230&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) - Due to the material weaknesses, the CEO and CFO concluded that disclosure controls and procedures were not effective as of March 31, 2021[234](index=234&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters, including employment-related class action lawsuits in California concerning alleged wage and hour violations, and multiple proceedings related to the Take 5 Matter, including a voluntary disclosure to the USAO and FBI, and ongoing arbitration with the former owners of Take 5 - The company is defending against several purported class action lawsuits in California related to alleged wage and hour violations under the California Labor Code[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk) - In connection with the Take 5 Matter, the company voluntarily disclosed misconduct to the United States Attorney's Office and the FBI and is cooperating with investigations[242](index=242&type=chunk) - The company is in arbitration with the sellers of Take 5, seeking damages for breach of contract and fraud, while the sellers are seeking unpaid earn-out payments and damages for defamation, with the arbitration hearing scheduled for Q4 2021[244](index=244&type=chunk) [Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its 2020 Annual Report on Form 10-K/A, though the known and unknown impacts of the COVID-19 pandemic could amplify the disclosed risks - No material changes have been made to the risk factors disclosed in the 2020 Annual Report on Form 10-K/A[246](index=246&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the reporting period - None[247](index=247&type=chunk) [Defaults Upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the reporting period - None[247](index=247&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable as the company has no mine safety disclosures to report - None[247](index=247&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) The company reported no other information required to be disclosed in this item - None[247](index=247&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, which include certifications by the CEO and CFO pursuant to the Securities Exchange Act of 1934 and various Inline XBRL data files - The exhibits filed with the report include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101 series)[249](index=249&type=chunk)[250](index=250&type=chunk)

PART I [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements.) The SPAC reported **$454.7 million** in total assets as of September 30, 2020, a **$4.1 million** net loss for the nine-month period, and faces going concern uncertainty due to its business combination deadline [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets reached **$454.7 million** as of September 30, 2020, primarily comprising **$453.7 million** in marketable securities, while total liabilities increased to **$20.6 million** Condensed Balance Sheet Data (in thousands) | Account | Sep 30, 2020 (Unaudited) | Dec 31, 2019 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $515 | $951 | | Marketable securities held in Trust Account | $453,742 | $452,817 | | **Total Assets** | **$454,690** | **$454,110** | | **Liabilities & Equity** | | | | Total current liabilities | $4,869 | $228 | | Deferred underwriting commissions | $15,750 | $15,750 | | **Total Liabilities** | **$20,619** | **$15,978** | | Class A common stock subject to possible redemption | $429,070 | $433,132 | | **Total Stockholders' Equity** | **$5,000** | **$5,000** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a **$5.0 million** net loss for the three months ended September 30, 2020, a significant decline from **$1.2 million** net income in the prior year, primarily due to increased general and administrative expenses and reduced interest income Statement of Operations Highlights (in thousands) | Metric | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | | General and administrative expenses | $4,968 | $138 | $5,290 | | Interest income earned on Trust Account | $34 | $1,697 | $1,705 | | **Net Income / (Loss)** | **($4,980)** | **$1,163** | **($4,061)** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities totaled **$1.2 million** for the nine months ended September 30, 2020, leading to a **$0.4 million** decrease in cash and cash equivalents, ending at **$0.5 million** Cash Flow Summary (Nine Months Ended Sep 30, 2020) | Cash Flow Category | Amount (in thousands) | | :--- | :--- | | Net cash used in operating activities | ($1,213) | | Net cash provided by investing activities | $777 | | Net cash provided by financing activities | $0 | | **Net change in cash and cash equivalents** | **($436)** | | Cash and cash equivalents at end of period | $515 | - The company entered a definitive merger agreement with Advantage Solutions Inc. on September 7, 2020, supported by a **$2.5 billion** debt commitment and a **$700 million** private placement[41](index=41&type=chunk)[47](index=47&type=chunk)[51](index=51&type=chunk) - Management identified substantial doubt about the company's ability to continue as a going concern due to liquidity and the mandatory liquidation deadline of July 22, 2021[40](index=40&type=chunk) - Subsequent to quarter-end, **$1.0 million** was withdrawn from trust account interest for working capital[99](index=99&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) The blank check company reported a **$5.0 million** net loss for Q3 2020 and a **$3.9 million** working capital deficit, raising substantial doubt about its going concern ability due to the July 22, 2021 liquidation deadline and **$15.75 million** in deferred underwriting fees - The company, a blank check entity, completed its IPO on July 22, 2019, raising **$450 million**, and must finalize a business combination by July 22, 2021, or face liquidation[102](index=102&type=chunk)[103](index=103&type=chunk)[105](index=105&type=chunk) - Liquidity concerns and the mandatory July 22, 2021 liquidation date raise substantial doubt about the company's ability to continue as a going concern[115](index=115&type=chunk) Results of Operations (Three Months Ended Sep 30) | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **2020** | ($4,980,376) | $4.97M in G&A costs, minimal interest income | | **2019** | $1,163,222 | $1.7M in interest income, low G&A costs | - A deferred underwriting commission of approximately **$15.75 million** is payable from the Trust Account only upon completion of a business combination[117](index=117&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company under Rule 12b-2 of the Exchange Act, the company is not required to provide market risk disclosures[129](index=129&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2020, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2020[130](index=130&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter[132](index=132&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - No legal proceedings to report[133](index=133&type=chunk) [Item 1A. Risk Factors.](index=26&type=section&id=Item%201A.%20Risk%20Factors.) A new risk factor was added regarding the potential for negative interest rates on trust account securities, which could reduce the per-share redemption amount below **$10.00** - A new risk factor highlights the possibility of negative interest rates on trust account treasury obligations, potentially reducing the per-share redemption amount below **$10.00**[135](index=135&type=chunk)[136](index=136&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reported unregistered sales of Class B common stock and **7,333,333** private placement warrants for **$11.0 million**, with **$450 million** from IPO and private placement proceeds placed in the Trust Account - The Sponsor purchased **7,333,333** Private Placement Warrants for **$11.0 million** in a private placement[138](index=138&type=chunk) - Net proceeds of **$450 million** from the IPO and Private Placement Warrants were placed in the Trust Account, with no change in planned use[141](index=141&type=chunk)[142](index=142&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[142](index=142&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[142](index=142&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[142](index=142&type=chunk) [Item 6. Exhibits.](index=28&type=section&id=Item%206.%20Exhibits.) The report includes CEO and CFO certifications as required by Sarbanes-Oxley, along with XBRL data files - Exhibits include CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906, and various XBRL documents[144](index=144&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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) | --- | --- | --- | |----------------------------------------------------------- ...

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)