Utz Brands, Inc 10-Q for FY2020 Q3

Utz Brands, Inc. (UTZ)

10-Q 2020-11-05 For: 2020-09-27

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Added on April 12, 2026

About this 10-Q

Utz Brands, Inc filed this 10-Q on November 5, 2020, covering the quarter ended September 27, 2020 (FY2020 Q3).

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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 27, 2020
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to



Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☒


Table of Contents
			Page


Part I - Financial Information
Item 1. Financial Statements			1
CONSOLIDATED BALANCE SHEETS			1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)			2
CONSOLIDATED STATEMENTS OF E QUITY (DEFICIT)			3
CONSOLIDATED STATEMENTS OF CASH FLOWS			4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS			5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			48
Item 4. Controls and Procedures			48
Part II - Other Information
Item 1. Legal Proceedings			48
Item 1A. Risk Factors			48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			73
Item 3. Defaults Upon Senior Securities			73
Item 4. Mine Saf e t y Disclosures			73
Item 5. Other Information			74
Item 6. Exhibits			74
Signatures			75


	Successor		Predecessor
	As of September 27, 2020		As of December 29, 2019
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	32,024	$	15,053
Accounts receivable, less allowance of $0 and $1,353, respectively	123,236		106,816
Inventories, net	57,164		50,894
Prepaid expenses and other assets	8,431		4,563
Current portion of notes receivable	5,856		6,754
Total current assets	226,711		184,080

Non-current Assets
Property, plant and equipment, net	285,481		171,717
Goodwill	664,335		202,407
Intangible assets, net	854,909		184,014
Non-current portion of notes receivable	23,125		28,636
Other assets	6,918		7,693
Total non-current assets	1,834,768		594,467
Total assets	$	2,061,479	$	778,547

LIABILITIES AND EQUITY (DEFICIT)

Current Liabilities
Current portion of term debt	$	740	$	6,299
Current portion of other notes payable	7,909		7,984
Accounts payable	56,066		49,028
Accrued expenses and other	61,789		44,206
Total current liabilities	126,504		107,517

Non-current portion of term debt	410,711		633,826
Non-current portion of other notes payable	26,186		31,800
Non-current accrued expenses and other	60,641		19,633
Deferred tax liability	22,958		19,123
Total non-current liabilities	520,496		704,382
Total liabilities	647,000		811,899

Commitments and contingencies

Equity (Deficit)
Members' equity (deficit)			(27,446)
Shares of Class A Common Stock (Successor), $0.0001 par value; 1,000,000,000 shares authorized; 59,369,050 shares issued and outstanding at September 27, 2020	6
Shares of Class V Common Stock (Successor), $0.0001 par value; 61,249,000 shares authorized, issued and outstanding at September 27, 2020	6
Additional paid-in capital (Successor)	479,028
Accumulated deficit (Successor)	(10,172)
Accumulated other comprehensive income	252		1,408
Total stockholders' equity and members' equity (deficit)	469,120		(26,038)
Noncontrolling interest	945,359		(7,314)
Total equity (deficit)	1,414,479		(33,352)
Total liabilities and equity (deficit)	$	2,061,479	$	778,547


	Successor		Predecessor				Predecessor
	From August 29, 2020 through September 27, 2020		From June 29, 2020 through August 28, 2020		For the 13 weeks ended September 29, 2019		From December 30, 2019 through August 28, 2020		For the 39 weeks ended September 29, 2019
Net sales	$	79,372	$	168,656	$	199,628	$	638,662	$	566,472

Cost of goods sold	55,305		106,484		129,793		411,595		378,290

Gross profit	24,067		62,172		69,835		227,067		188,182

Selling and administrative expenses
Selling	16,859		33,648		40,490		131,579		113,950
Administrative	8,451		25,626		10,432		64,050		33,908

Total selling and administrative expenses	25,310		59,274		50,922		195,629		147,858

Gain on sale of assets
Gain (loss) on disposal of property, plant and equipment	5		(14)		4,790		79		5,806
Gain on sale of routes, net	59		233		1,179		1,264		6,419

Total gain on sale of assets	64		219		5,969		1,343		12,225

(Loss) income from operations	(1,179)		3,117		24,882		32,781		52,549

Other (expense) income
Interest expense	(1,818)		(7,029)		(12,617)		(26,659)		(38,012)
Other (expense) income	(2,323)		432		(921)		1,271		(1,125)

Other (expense) income, net	(4,141)		(6,597)		(13,538)		(25,388)		(39,137)

(Loss) income before taxes	(5,320)		(3,480)		11,344		7,393		13,412

Income tax (benefit) expense	(2,889)		1,344		1,021		3,973		2,787

Net (loss) income	(2,431)		(4,824)		10,323		3,420		10,625

Net loss (income) attributable to noncontrolling interest	2,320		—		(723)		—		(1,420)

Net (loss) income attributable to controlling interest	$	(111)	$	(4,824)	$	9,600	$	3,420	$	9,205

Earnings per share of Class A Common stock: (in dollars)
Basic	$	—
Diluted	$	—

Weighted-average shares of Class A Common stock outstanding
Basic	59,369,050
Diluted	68,271,930

Other comprehensive gain (loss):

Interest rate swap	$	252	$	454	$	912	$	(7,463)	$	—

Comprehensive income (loss)	$	141	$	(4,370)	$	10,512	$	(4,043)	$	9,205


Predecessor	Members' (Deficit) Equity		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interest		Total (Deficit) Equity
Balance at December 30, 2018	$	(119,971)	$	—	$	(11,345)	$	(131,316)

Net (loss) income	(1,118)		—		1,420		302

Distributions to members and noncontrolling interest	(3,491)		—		(1,339)		(4,830)

Balance at June 30, 2019	$	(124,580)	$	—	$	(11,264)	$	(135,844)

Net income	$	9,600	$	—	$	723	$	10,323

Other comprehensive income	—		912		—		912

Distributions to members and noncontrolling interest	(5,328)		—		(560)		(5,888)

Balance at September 29, 2019	$	(120,308)	$	912	$	(11,101)	$	(130,497)

Balance at December 29, 2019	$	(27,446)	$	1,408	$	(7,314)	$	(33,352)

Net income	8,244		—		—		8,244

Other comprehensive loss	—		(7,917)		—		(7,917)

Merger of noncontrolling interest	(7,314)		—		7,314		—

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

Balance at June 28, 2020	$	(31,712)	$	(6,509)	$	—	$	(38,221)

Net loss	$	(4,824)	$	—	$	—	$	(4,824)

Other comprehensive income	—		454		—		454

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

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


	Class A Common Stock			Class V Common Stock			Additional Paid-in Capital		Accumulated (Deficit)		Accumulated Other Comprehensive Income		Total Stockholders' Equity		Non-controlling Interest		Total Equity
Successor	Shares	Amount		Shares	Amount

Balance at August 29, 2020	57,369,050	$	6	57,765,978	$	6	$	477,970	$	(7,093)	$	—	$	470,889	$	950,768	$	1,421,657
Conversion of Restricted Sponsor Shares	2,000,000	—			—		—		—		—		—		—		—
Conversion of Continuing Members' Retained Restricted Units		—		3,483,022	—		—		—		—		—		—		—
Share-based compensation		—			—		1,058		—		—		1,058		—		1,058
Net loss		—			—		—		(111)		—		(111)		(2,320)		(2,431)
Other comprehensive income		—			—		—		—		252		252		—		252
Dividends declared ($0.05 per share of Class A Common Stock)		—			—		—		(2,968)		—		(2,968)		—		(2,968)
Distribution to noncontrolling interest		—			—		—		—		—		—		(3,089)		(3,089)

Balance at September 27, 2020	59,369,050	$	6	61,249,000	$	6	$	479,028	$	(10,172)	$	252	$	469,120	$	945,359	$	1,414,479


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
Good Health Natural Products, LLC
Condor Snack Foods, LLC
Snikiddy, LLC
Kitchen Cooked, Inc.


(in thousands)
Total cash consideration	$	199,161
Tax Receivable Agreement obligations to the Continuing Members(1)	51,393
Replaced Awards(2)	11,175
Continuing Members’ Retained Restricted Units in UBH(3)	54,067
Total purchase consideration	315,796
Noncontrolling interest(4)	896,701
Net debt assumed	648,150
Total business enterprise value	$	1,860,647


(in thousands)
Assets acquired:
Cash and cash equivalents	$	13,713
Accounts receivable, net	119,339
Inventory, net	63,862
Prepaid expenses and other assets	6,116
Notes receivable	29,453
Property, plant and equipment, net	286,038
Identifiable intangible assets(1)	856,606
Other assets	7,055
Total assets acquired:	1,382,182
Liabilities assumed:
Accounts payable	49,531
Accrued expenses	78,082
Notes payable	34,547
Deferred tax liability	23,710
Total liabilities assumed:	185,870
Net identifiable assets acquired	1,196,312
Goodwill(2)	$	664,335


	Fair Value		Useful Life
	(In Thousands)		(In Years)
Indefinite lived trade names	$	355,500	Indefinite
Finite lived trade names	56,000		15
Customer relationships	426,500		25
Technology	43		5
Master distribution rights	4,677		Indefinite
Company owned routes	13,886		Indefinite

Total	$	856,606


	For the 13 weeks ended September 27, 2020		For the 13 weeks ended September 29, 2019		For the 39 weeks ended September 27, 2020		For the 39 weeks ended September 29, 2019
(in thousands)	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Pro forma net sales	$	248,028	$	231,341	$	718,034	$	653,311
Pro forma net (loss) income	(9,382)		5,993		(5,880)		(62)
Pro forma net (loss) income attributable to controlling interest	(3,481)		2,536		(1,210)		43
Pro forma net (loss) income attributable to noncontrolling interest	(5,901)		3,457		(4,670)		(105)


(in thousands)
Purchase consideration	$	8,946
Assets acquired:
Cash	130
Accounts receivable	737
Inventory, net	291
Prepaid expenses and other assets	37
Income tax prepayments	212
Property, plant and equipment	672
Other assets	255
Trademarks	1,623
Customer relationships	2,109
Total assets acquired:	6,066
Liabilities assumed:
Accounts payable	173
Accrued expenses	2
Deferred tax liability	1,005
Total liabilities assumed:	1,180
Net identifiable assets acquired	4,886
Goodwill	$	4,060


	13 weeks ended		39 weeks ended
	September 29, 2019		September 29, 2019
(in thousands)	(unaudited)
Pro forma net sales	$	2,224	$	6,314
Pro forma net income (loss)	22		(25)


Predecessor
(in thousands)
Balance as of December 29, 2019	$	202,407
Acquisition of Kitchen Cooked	4,060
Kennedy acquisition adjustment	989
June 28, 2020	207,456
August 28, 2020	$	207,456


	Successor		Predecessor
(in thousands)	As of September 27, 2020		As of December 29, 2019
Finished goods	$	28,081	$	24,447
Raw materials	23,817		22,122
Maintenance parts	5,266		4,575
	57,164		51,144
Less: inventory reserve	—		(250)
Total inventories	$	57,164	$	50,894


	Successor		Predecessor
(in thousands)	As of September 27, 2020		As of December 29, 2019
Land	$	22,840	$	14,970
Buildings	77,633		104,736
Machinery and equipment	164,460		297,666
Land improvements	8,280		1,174
Building improvements	1,104		3,561
Construction-in-progress	14,940		7,341
	289,257		429,448
Less: accumulated depreciation	(3,776)		(257,731)
Property, plant and equipment, net	$	285,481	$	171,717


	Successor
(in thousands)	As of September 27, 2020
2020 (Q4)	$	5,311
2021	20,793
2022	20,793
2023	20,793
2024	20,793
2025	20,793
Thereafter	371,499
Total	$	480,775


	Deferred Tax
(in thousands)	Asset or (Liability)

UBI
Investment in UBH partnership	$	52,538
Valuation Allowance - non-reversing temporary differences	(52,538)
Subtotal - UBI	—

Heron and Subsidiaries
Fixed assets	(10,915)
Intangible assets	(26,069)
Federal and state net operating losses	14,029
Other temporary differences	1,551
Subtotal	(21,404)
Valuation allowance - state net operating losses	(1,554)
Subtotal - Heron and Subsidiaries	(22,958)

Total	$	(22,958)


Successor
(in thousands)
Balance as of August 29, 2020	$	664,335


September 27, 2020	$	664,335


(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	32,024	$	—	$	—	$	32,024
Total assets	$	32,024	$	—	$	—	$	32,024
Liabilities:
Commodity contracts	$	—	$	1,016	$	—	$	1,016
Interest rate swaps	—		5,802		—		5,802
Debt	—		411,451		—		411,451
Total liabilities	$	—	$	418,269	$	—	$	418,269


Predecessor
(in thousands)	Gains/(Losses) on Cash Flow Hedges
Balance as of December 29, 2019	$	1,408
Unrealized gain (loss) on cash flow hedges	(7,917)
Balance as of June 28, 2020	(6,509)
Unrealized gain (loss) on cash flow hedges	454
Balance as of August 28, 2020	$	(6,055)


Successor
(in thousands)	Gain on Cash Flow Hedges
Balance as of August 29, 2020	$	—
Unrealized gain on cash flow hedges	252
Balance as of September 27, 2020	$	252


	Successor
(in thousands, except share data)	From August 29, 2020 through September 27, 2020
Basic earnings per share:
Numerator:
Net loss attributable to controlling interest	$	(111)
Denominator:
Weighted average Class A Common Stock shares, basic	59,369,050
Basic earnings per share	$	—
Diluted earnings per share:
Numerator:
Net loss attributable to controlling interest	$	(111)
Denominator:
Weighted average Class A Common Stock shares, basic	59,369,050
Effect of dilutive securities:
Warrants	7,928,050
2020 LTIP RSUs	815,224
PSUs	140,076
Stock options	19,530
Weighted average Class A Common Stock shares, diluted	68,271,930
Diluted earnings per share	$	—

Class V Common Stock not subject to earnings per share calculation	61,249,000
Net loss attributable to noncontrolling interest	$	2,320


	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 27, 2020			September 29, 2019			September 27, 2020			September 29, 2019
(dollars in millions)	(Combined Successor and Predecessor)			(Predecessor)			(Combined Successor and Predecessor)			(Predecessor)
Pro Forma Net Sales	$	248.0		$	231.3		$	718.0		$	653.3
Adjusted Gross Profit	99.2			73.6			274.9			199.6
Adjusted Gross Profit as a % of Net Sales	40.0		%	36.9		%	38.3		%	35.2		%
Pro Forma Adjusted Gross Profit	99.2			85.3			274.9			230.7
Pro Forma Adjusted Gross Profit as a % of Pro Forma Net Sales	40.0		%	36.9		%	38.3		%	35.3		%
Adjusted EBITDA	38.2			27.3			100.0			69.9
Adjusted EBITDA as a % of Net Sales	15.4		%	13.7		%	13.9		%	12.3		%
Further Adjusted EBITDA	38.2			31.4			100.0			79.4
Further Adjusted EBITDA as % of Pro Forma Net Sales	15.4		%	13.6		%	13.9		%	12.2		%


	Successor		Predecessor
(in millions)	From August 29, 2020 through September 27, 2020		From June 29, 2020 through August 28, 2020		For the Combined 13 Weeks Ended September 27, 2020		For the 13 Weeks Ended September 29, 2019
Net Sales	$	79.4	$	168.6	$	248.0	$	199.6
Kennedy Pre-Acquisition Net Sales					—		29.5
Kitchen Cooked Pre-Acquisition Net Sales					—		2.2
Pro Forma Net Sales					$	248.0	$	231.3



Exhibit
Number						Exhibit Description
2.1†						Business Combination Agreement, dated as of June 5, 2020, by and among Collier Creek Holdings, Series U of UM Partners, LLC, Series R of UM Partners, LLC and Utz Brands Holdings, LLC (incorporated by reference to Exhibit 2.1 of Collier Creek’s Form 8-K (File No. 001-38686), filed with the Commission on June 5, 2020.
3.1						Certificate of Domestication of the Company.
3.2						Certificate of Incorporation of the Company.
3.3						Bylaws of the Company.
4.1						Specimen Warrant Certificate of Collier Creek (incorporated by reference to Exhibit 4.3 of Collier Creek’s Form S-1 (File No. 333-227295), filed with the Commission on September 12, 2018.
4.2						Warrant Agreement, dated October 4, 2018, between Continental Stock Transfer & Trust Company and Collier Creek (incorporated by reference to Exhibit 4.1 of Collier Creek’s Form 8-K (File No. 001-38686), filed with the Commission on October 10, 2018).
10.1						Third Amended and Restated Limited Liability Company Agreement of Utz Brands Holdings, LLC, dated as of August 28, 2020, by and among Utz Brands Holdings, LLC, Utz Brands, Inc., Series U of UM Partners, LLC, Series R of UM Partners, LLC and each other person who is or at any time becomes a member of Utz Brands Holdings, LLC, incorporated by reference to Exhibit 10.1 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.2†						Tax Receivable Agreement, dated August 28, 2020, by and among Utz Brands, Inc., Utz Brands Holdings, LLC, Series U of UM Partners, LLC, Series R of UM Partners, LLC and the TRA Party Representative, incorporated by reference to Exhibit 10.2 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.3						Investor Rights Agreement, dated as of August 28, 2020, by and among Utz Brands, Inc., Series U of UM Partners, LLC, Series R of UM Partners, LLC, the Sponsor Parties and the Sponsor Representative, incorporated by reference to Exhibit 10.3 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.4						Standstill Agreement, dated as of August 28, 2020, by and among Utz Brands, Inc., Series U of UM Partners, LLC, Series R of UM Partners, LLC, Collier Creek Partners LLC, certain founder holders and certain beneficial owners and related parties of Series U of UM Partners, LLC and Series R of UM Partners, LLC (incorporate by reference to Exhibit 10.4 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.5						Sponsor Side Letter Agreement, dated June 5, 2020, by and among Collier Creek Holdings, Collier Creek Partners, LLC, Chinh E. Chu, Jason Giordano, Roger Deromedi and certain of their family members and affiliates and the independent directors of Collier Creek Holdings, Inc. (incorporated by reference to Exhibit 10.1 of Collier Creek’s Form 8-K (File No. 001-38686), filed with the Commission on June 5, 2020).
10.6						Unit Purchase Agreement, dated June 5, 2020, by and among Collier Creek Partners LLC, BSOF SN LLC, Series U of UM Partners, LLC and Series R of UM Partners, LLC (incorporated by reference to Exhibit 10.2 of Collier Creek’s Form 8-K (File No. 001-38686), filed with the Commission on June 5, 2020).
10.7						Form of Forward Purchase Agreement between the Company and the investor named therein (incorporated by reference to Exhibit 10.9 of Collier Creek’s Form S-1 (File No. 333-227295), filed with the SEC on September 12, 2018).
10.8†						First Lien Term Loan Credit Agreement, dated November 21, 2017, entered into by and among Utz Quality Foods, LLC, Bank of America, N.A. and the other parties thereto as amended July 23, 2020 (incorporated by reference to Exhibit 10.10 of Collier Creek’s Registration Statement on Form S-4 (File No. 333-239151), filed with the Commission on August 3, 2020).


10.9†						ABL Credit Agreement, dated November 21, 2017, entered into by and among Utz Quality Foods, LLC, Bank of America, N.A. and the other parties thereto as amended September 3, 2019, April 1, 2020, and July 23, 2020 (incorporated by reference to Exhibit 10.11 to Collier Creek’s Registration Statement on Form S-4 (File No. 333-239151), filed with the Commission on August 3, 2020).
10.10+						Offer Letter dated August 28, 2020 by and between the Company and Dylan Lissette (incorporated by reference to Exhibit 10.10 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.11+						Offer Letter, dated June 27, 2017, entered into by and between Utz Quality Foods, LLC and Ajay Kataria (incorporated by reference to Exhibit 10.9 to Collier Creek’s Registration Statement on Form S-4 (File No. 333-239151), filed with the Commission on August 3, 2020).
10.12+						Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.12 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.13+						Utz Quality Foods, LLC 2020 Long-Term Incentive Plan and form of award agreement thereunder (incorporated by reference to Exhibit 10.13 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.14+						Utz Brands, Inc. Executive Severance Benefit Plan (incorporated by reference to Exhibit 10.14 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.15+						Utz Brands, Inc. Change in Control Severance Benefit Plan (incorporated by reference to Exhibit 10.15 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
10.16+						Utz Quality Foods, Inc. Non-qualified deferred Compensation Plan, adopted April 15, 2008 (incorporated by reference to Exhibit 10.16 to Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686), filed with the Commission on September 3, 2020).
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
32.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002.
101.INS*						XBRL Instance Document.
101.SCH*						XBRL Taxonomy Extension Schema Document.
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
*						Filed herewith
**						Furnished herewith
+						Indicates a management or compensatory plan.
†						Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.