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)