Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On December 14, 2020, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other items, that the Company caused its subsidiaries, Utz Quality Foods, LLC (“UQF”) and Heron Holding Corporation (“Heron”), to complete the Truco Acquisition (as defined below) and the IP Purchase (as defined below). Defined terms included below have the same meaning as terms defined elsewhere in the Original Form 8-K. Unless the context otherwise requires, the “Company” or “Utz” refers to Utz Brands, Inc., a Delaware corporation.

Introduction

On November 11, 2020, Utz caused its subsidiaries, UQF and Heron, to enter into a Stock Purchase Agreement (the “SPA”) among UQF, Heron, Truco Holdco Inc. (“Truco”) and Truco Holdings LLC (“Truco Seller”). On December 14, 2020, pursuant to the SPA, Utz caused its subsidiary, Heron, to purchase and acquire from Truco Seller all of the issued and outstanding shares of common stock of Truco (the “Truco Acquisition”). In addition, on December 14, 2020, UQF purchased and acquired from OTB Acquisition, LLC (“IP Seller”) certain intellectual property assets (“Purchased IP”) pursuant to an Asset Purchase Agreement, dated November 11, 2020, among UQF, Truco Seller and IP Seller (the “IP Purchase”).

The following unaudited pro forma condensed combined balance sheet as of September 27, 2020 gives effect to the Truco Acquisition and the IP Purchase, both consummated on December 14, 2020, as if they were completed on September 27, 2020. The unaudited pro forma condensed combined statements of operations for the thirty-nine weeks ended September 27, 2020 and the year ended December 29, 2019 give pro forma effect to the Truco Acquisition and the IP Purchase as if they were completed on December 31, 2018, the first day of fiscal year 2019. The unaudited pro forma condensed combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the combined companies with the Purchased IP would have been had such acquisitions taken place on September 27, 2020, nor is it indicative of the financial condition of the combined companies with the Purchased IP as of any future date. The unaudited pro forma condensed combined statements of operations do not purport to represent, and are not necessarily indicative of, what the actual results of operations of the combined company with the Purchased IP would have been had the acquisition taken place on December 31, 2018, nor are they indicative of the results of operations of the combined company with the Purchased IP for any future period. The unaudited pro forma condensed combined financial information should be read in conjunction with the following:

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Truco Acquisition and the IP Purchase. It has been prepared in accordance with Article 11 of Regulation S-X as amended by the New Rules (as defined below) and is for informational purposes only and is subject to a number of uncertainties and assumptions as described in the accompanying notes.

On May 20, 2020, the Commission adopted Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses (the “New Rules”). The New Rules amend, among other things, the Commission’s “significance” tests under which a registrant determines whether a business disposition or acquisition is “significant,” thereby requiring the filing of related Rule 3-05 financial information and pro forma financial information. The New Rules are effective January 1, 2021 for transactions consummated on or after such date, but the New Rules permit voluntary early compliance provided that a registrant applies the New Rules in their entirety from the date of early compliance. Utz adopted the New Rules effective as of, and has applied the New Rules in their entirety, as reasonably applied prior to the effective date of the New Rules, from and since, December 14, 2020.

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined entity upon completion of the Truco Acquisition and the IP Purchase. The transaction accounting adjustments set forth in the unaudited pro forma condensed combined financial information and described in the notes thereto reflect, among other things, the completion of the Truco Acquisition and the IP Purchase, transaction costs in connection with the Truco Acquisition and the IP Purchase, financing to fund the transactions, and the impact of certain transaction accounting adjustments (and their tax effect at the estimated effective income tax rate applicable to such adjustments). 

The pro forma transaction accounting adjustments for the Truco Acquisition were prepared using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) on the basis of Utz as the accounting acquirer and Truco as the accounting acquiree. The pro forma transaction accounting adjustments for the IP Purchase were prepared based on the IP Purchase being an asset acquisition under the provisions of ASC Subtopic 805-50. The IP Purchase is separately disclosed from the Truco Acquisition in this unaudited pro forma condensed combined financial information, as Truco and the Purchased IP were acquired from two different selling parties that were not under common control and are two separate transactions.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The unaudited pro forma condensed combined financial information should not be relied on as being indicative of the historical results that would have been achieved had the transactions occurred on the dates indicated or the future results that the Company will experience. Utz has not had any historical relationship with Truco Seller or the IP Seller prior to the Truco Acquisition and the IP Purchase. Accordingly, no transaction accounting adjustments were required to eliminate activities between the parties.

The transaction accounting adjustments are based on the information currently available and the assumptions and estimates underlying the transaction accounting adjustments are described in the accompanying notes. Actual results may differ from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

SEPTEMBER 27, 2020

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THIRTY-NINE WEEKS ENDED
SEPTEMBER 27, 2020

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE FISCAL YEAR ENDED

December 29, 2019

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 — Description of the Transactions

Basis of presentation

The unaudited pro forma condensed combined financial information has been prepared assuming the Truco Acquisition is accounted for using the acquisition method of accounting with Utz as the acquiring entity. Under the acquisition method of accounting, Utz’s assets and liabilities will retain their carrying values, and the assets and liabilities of Truco will be recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired, if applicable, will be recorded as goodwill.

The acquisition method of accounting is based on ASC 805 and uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements (“ASC 820”). In general, ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date by Utz, which was determined to be the accounting acquirer.

ASC 820 defines fair value, establishes a framework for measuring fair value, and sets forth a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for a non-financial asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

The basis of presentation for the IP Purchase is based on ASC 805-50 for asset acquisitions. In general, ASC 805-50 requires that the assets acquired be recognized based on their cost to the acquiring entity, which was determined to be Utz, which generally includes the transaction costs of the asset acquisition.

Certain transaction adjustments are reflected in the unaudited pro forma condensed combined financial information for certain debt financing activities that were executed prior to the submission of this filing. Such debt financing activities include (i) the draw down of a senior secured bridge credit facility (the “Bridge Loan”) to finance the close of the two transactions, (ii) Utz’s redemption of certain outstanding warrants to purchase shares of the Company’s Class A Common Stock, of which all the proceeds were used to pay down the Bridge Loan, and (iii) the refinance of Utz’s term loans, of which part of the proceeds were used to pay down the Bridge Loan. The additional tax basis that was created as a result of the redemption of certain warrants by Utz is not reflected in the pro forma financial information. Refer to section “Description of Acquisition” for further discussion of these debt financing activities.

The transaction accounting adjustments represent management’s estimates based on information available as of the date of the filing of the pro forma condensed combined financial information and do not reflect possible adjustments related to restructuring or integration activities between the Company and Truco that have yet to be determined. Unless otherwise noted, the pro forma statements and adjustments are presented in thousands.

In conjunction with the consummation of the Truco Acquisition, Truco has adopted Utz’s accounting policies. As a result of the adoption, there are no significant changes in accounting policies expected and no transaction accounting adjustments related to the alignment of the accounting policies of Utz and Truco are required. Certain balances on Truco’s historical balance sheet and statement of income were reclassified to conform to the Company’s classification and presentation, as further described in Note 2. The combined company has adopted the fiscal year end date of Utz.

On August 28, 2020, Utz Brands Holdings, LLC (“UBH”) and the Company, previously known as Collier Creek Holdings (“CCH”), a special purpose acquisition company with no commercial operations and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, entered into a business combination. At the closing, CCH domesticated into a Delaware corporation and changed its name to Utz Brands, Inc. and was determined to be the accounting acquirer (the “Successor”). UBH was determined to be the accounting acquiree and reporting predecessor to the Company (the “Predecessor”). A black line separates the Predecessor and Successor financial statements of the Company on the pro forma condensed combined statements of operations for the thirty-nine weeks ended September 27, 2020 to highlight the lack of comparability and change in reporting entities between these two periods. Due to the business combination and the application of fair value adjustments to UBH’s net assets, different bases of accounting have been used to prepare the Predecessor and Successor condensed combined statements of operations for the period from December 30, 2019 to August 28, 2020 and from August 29, 2020 to September 27, 2020, respectively.

The Truco Pro Forma column in the unaudited pro forma condensed combined statement of operations for the thirty-nine weeks ended September 27, 2020 represents the pro forma results of Truco after considering the Truco Acquisition, IP Purchase, and Debt Financing transaction accounting adjustments. The Combined Total column in the same unaudited pro forma condensed combined statement of operations is the combined total of the result of the Company’s Successor period from August 29, 2020 to September 27, 2020, the Company’s Predecessor period from December 30, 2019 to August 28, 2020 and the Truco Pro Forma column. As different bases of accounting have been used to prepare the Predecessor and Successor condensed combined statements of operations, the Combined Total column represents a mathematical addition of those results and does not provide the combined results on a consistent accounting basis.

The ownership retained by the sellers of UBH after the business combination between UBH and CCH is reflected as noncontrolling interest in the consolidated financial statements of Utz after such business combination. The noncontrolling interest ownership of UBH was approximately 50.8% as of September 27, 2020 as reported by Utz in its Quarterly Report on Form 10-Q that was filed with the Commission on November 5, 2020.

Description of Acquisition

On December 14, 2020, pursuant to the SPA, Utz caused Heron to complete the Truco Acquisition pursuant to which Heron purchased from Truco Seller all of the issued and outstanding shares of common stock of Truco. Upon completion of the Truco Acquisition, Truco became a wholly owned subsidiary of Heron. In addition, on December 14, 2020, Utz caused its subsidiary, UQF, to complete the IP Purchase pursuant to which UQF purchased from IP Seller certain IP assets under an Asset Purchase Agreement, dated November 11, 2020, among UQF, Truco Seller and IP Seller. At the closings of each of the Truco Acquisition and the IP Purchase, UQF and Heron paid the aggregate cash purchase price of approximately $404.0 million to the Truco Seller, including payments of approximately $3.0 million for cash on hand at Truco at the closing of the Transactions, less estimated working capital adjustments, subject to customary post-closing adjustments, and approximately $79.0 million to the IP Seller.

On December 14, 2020, UBH entered into a Bridge Credit Agreement with Bank of America, N.A. and other lenders to secure the Bridge Loan, representing $483.8 million of loan proceeds, to finance the transactions. The Bridge Loan will mature on the first anniversary from closing date and will accrue interest at LIBOR plus 425 basis points and will automatically convert into a term loan at its first year anniversary, unless the Bridge Loan is repaid in advance of such anniversary. UBH used cash on hand of $4.8 million to fund the remaining cash needed to execute the transactions.

The table below represents the sources and uses of funds as it relates to the Truco Acquisition and IP Purchase:

Sources and Uses (in thousands)

On December 14, 2020, Utz announced the redemption of all of its outstanding warrants to purchase shares of the Company’s Class A Common Stock that were issued under the Warrant Agreement, dated October 4, 2018, as part of the units sold in Collier Creek Holdings’ initial public offering and pursuant to the Forward Purchase Agreements, dated September 7, 2018. Proceeds of $181.7 million from the exercise of such warrants prior to the redemption date with respect to such outstanding warrants were subsequently used to repay a portion of the Bridge Loan.

On January 20, 2021, UBH completed the refinancing of its existing credit facility, which included term loans having an aggregate principal amount of approximately $720.0 million (the “2021 Term Loans”). Part of the proceeds of the 2021 Term Loans was used to repay, in full, the Bridge Loan.

Note 2 – Reclassifications of Truco’s Balance Sheet and Statements of Income

Reclassification adjustments were made to Truco’s balance sheet for the period ended September 30, 2020 and statements of income for the fiscal year ended December 31, 2019 and nine months ended September 30, 2020 to conform to the classification and presentation of the Company’s balance sheet and statements of operations.

On Truco’s balance sheet for the nine months ended September 30, 2020, the other receivables and other assets, net amount of $0.5 million and $0.2 million, respectively, were combined into other assets, net for consistency with the classification on Utz’s balance sheet.

On Truco’s statements of income, the depreciation and amortization expense of $8.4 million and $6.1 million for the year ended December 31, 2019 and nine months ended September 30, 2020, respectively, were reclassified into cost of goods sold and administrative expenses for consistency with the classification of such expenses in Utz’s statements of operations. For the year ended December 31, 2019, $0.6 million was reclassified into cost of goods sold and $7.8 million was reclassified into administrative expenses. For the nine months ended September 30, 2020, $0.4 million was reclassified into cost of goods sold and $5.7 million was reclassified into administrative expenses.

Note 3 — Preliminary Fair Value Estimate of Purchase Price Allocation to Assets Acquired and Liabilities of the Truco Acquisition

The table below outlines the initial allocation of the total ASC 805 purchase price of the Truco Acquisition to the identifiable assets and liabilities of Truco acquired by Utz as if the Truco Acquisition was closed on September 27, 2020.

Intangible Assets. 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 customer relationship fair value is $225.0 million.

Goodwill. Approximately $221.8 million has been allocated to goodwill. Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets. Goodwill represents future economic benefits arising from the Truco Acquisition primarily due to its strong market position and its assembled workforce that are not individually identified and separately recognized as an intangible asset.  

Note 4 — Unaudited pro forma condensed combined balance sheet adjustments

The transaction accounting adjustments to the unaudited pro forma condensed combined balance sheet as of September 27, 2020 are as follows:

Truco Acquisition Transaction Accounting Adjustments  

IP Purchase Transaction Accounting Adjustments

Debt Financing Transaction Accounting Adjustments

Note 5 — Unaudited pro forma condensed combined statements of operations adjustments

The transaction accounting adjustments included in the unaudited pro forma condensed combined statements of operations for the fiscal year ended December 29, 2019 and the thirty-nine week period ended September 27, 2020 are as follows:

Adjustments to income tax expense are reflective of the pro forma adjustments using a pro forma effective tax rate of 25.65% and 25.51% for the thirty-nine weeks ended September 27, 2020 and the fiscal year ended December 29, 2019, respectively. Those income tax expense adjustments are noted as (gg) on the unaudited pro forma condensed combined statements of operations.

Transaction accounting adjustments are reflected to allocate for net income (loss) attributable to noncontrolling interest based on the noncontrolling interest ownership of approximately 50.8% as of September 27, 2020. The allocation is calculated based on the income (loss) before taxes of UBH, before considering the results of Truco, and the net income (loss) of Truco. Those transaction accounting adjustments are noted as (hh) on the unaudited pro forma condensed combined statements of operations.

Truco Acquisition Transaction Accounting Adjustments 

IP Purchase Transaction Accounting Adjustments

Debt Financing Transaction Accounting Adjustments

Total remaining indebtedness to finance the two transactions, netted with proceeds from warrants

Pro Forma Finance Cost Calculation