PHILADELPHIA, Nov. 9, 2016 /PRNewswire/ -- AgroFresh
Solutions, Inc. ("AgroFresh" or the "Company") (NASDAQ: AGFS), a
global leader in produce freshness solutions, announced financial
results for the third quarter and nine months ended
September 30, 2016. AgroFresh became a stand-alone company
upon the closing of a transaction with The Dow Chemical Company
("Dow") on July 31, 2015 (the
"Business Combination"). AgroFresh is in the business of preserving
and enhancing the quality and freshness of food, reducing food
waste and improving productivity.
Jordi Ferre-CEO commented, "Our third-quarter performance was
mixed in the face a smaller than forecasted apple harvest,
and more aggressive, price-driven competition. While we
maintained a 90 percent-plus market share for SmartFresh, strategic
pricing decisions were instituted in order to prevent significant
long-term erosion of that leadership position. The
diversification of the portfolio was enhanced as the number of
acres treated with Harvista so far this year has increased by more
than 50 percent, but were less than our prior projections. Other
new product offerings are important longer term, but are not yet
making meaningful revenue contributions. Given that our performance
year-to-date for both sales and EBITDA are down compared with our
first nine-month results in 2015, we cannot reasonably expect to
make up all of that difference - nor grow -- in the fourth quarter.
As a result, we're making adjustments to our full-year
guidance.
Ferre added, "My immediate assessment as I joined the company is
that the AgroFresh organization has operated largely in a world
with limited competition and we are now adapting fast to the new
reality, with smarter and more aggressive competitive strategies.
We believe that there is significant untapped value in this
business, and we urgently are implementing new strategies for
converting our industry leading service and technical expertise
into additional revenue streams while we continue to look for ways
to diversify our portfolio through partnerships and
acquisitions."
The Company now expects full year 2016 net sales to be
$160 million to $165 million. The
expected decrease is primarily attributable to a decline in the
average price of SmartFresh in North
America. Adjusted EBITDA for 2016 is expected to be between
$77 million and $82 million, because
of the lower anticipated net sales.
(1) Adjusted EBITDA and EBITDA are non-GAAP financial
measures. Please see the information under "Non-GAAP Financial
Measures" below for a description of Adjusted EBITDA, and the
tables at the end of this press release for a reconciliation of
non-GAAP financial measures to GAAP results.
Financial Highlights for the Third Quarter of 2016
Net sales for the third quarter of 2016 were $61.2 million, versus $61.8 million in the third quarter of 2015.
Cost of sales for the third quarter of 2016 was $8.9 million, versus $46.2
million in the third quarter of 2015. The amount in the
prior year period includes $38.7
million of amortization of inventory step up. If the
amortization of inventory step-up is excluded, gross profit margin
would have been 85 percent in the third quarter of 2016 versus 88
percent in the third quarter of 2015.
Research and development expenses for the third quarter of 2016
were $3.0 million, flat versus the
third quarter of 2015. Selling, general and administrative expenses
for the third quarter of 2016 were $15.2
million, compared with $14.6
million for the same period in the prior year.
Net income for the third quarter of 2016 was $7.3 million compared to net loss of $16.5 million in the same quarter of 2015. The
increase in net income is attributable to the absence of inventory
step up amortization costs, which were $38.7
million in the same period in the prior year. This increase
was offset by additional interest expense of $5.2 million in the third quarter of 2016 as well
as the recognition of income tax expense of $4.7 million in the third quarter of 2016
compared to the recognition of income tax benefit of $5.7 million in the same period in the prior
year.
EBITDA was $36.8 million for the
third quarter of 2016 compared to EBITDA of $36.1 million in the same quarter of 2015. The
period-over-period change in EBITDA is mainly attributable to
non-cash gains.
Financial Highlights for the First Nine Months of
2016
Net sales for the first nine months of 2016 were $108.0 million, down 4 percent from $112.3 million in the prior year period. The
decrease was primarily attributable to lower net sales in the
Southern Hemisphere in the first half of 2016.
Cost of sales for the first nine months of 2016 was $48.6 million, as compared to $56.3 for the first nine months of 2015. Included
in these amounts were $30.4 million
in the current year and $38.7 million
in the prior year of amortization of inventory step up. If
the amortization of inventory step-up is excluded, gross profit
margin would have been 83 percent in the first nine months of 2016
versus 84 percent in the first nine months of 2015.
Research and development expenses for the first nine months of
2016 were $11.2 million, versus
$13.5 million for the first nine
months of 2015. The decline was driven by the discontinuation of
certain projects following the Company's separation from Dow.
Selling, general and administrative expenses for the first nine
months of 2016 were $49.4 million,
versus $29.5 million for the prior
year period, which include additional costs for severance payments
and litigation, and expenses associated with being a public
company.
Net loss for the first nine months of 2016 was $43.0 million compared with a net loss of
$28.1 million for the first nine
months of 2015. The increase in net loss is attributable to higher
interest expense and selling, general and administrative costs,
partially offset by taxes.
EBITDA was $35.5 million for the
first nine months of 2016 compared with EBITDA of $51.5 million in the same period of the prior
year. The period-over-period decline in EBITDA is attributable to
higher selling, general and administrative costs.
Balance Sheet and Cash Flow
The balance sheet as of September 30, 2016 reflects
long-term debt of $404.6 million and
short-term debt of $4.3 million
associated with the financing of the Business Combination. At
September 30, 2016, the ending cash
position for the Company was $44.7
million.
The Company used $5.1 million of
cash in operating activities in the first nine months of 2016
compared to $22.8 million in the same
period in the prior year.
Conference Call
The Company will conduct a conference call to discuss its third
quarter 2016 results at 8:30 a.m. Eastern
Time on November 9, 2016. To
access the call, please dial (877) 407-4018 from the U.S. or (201)
689-8471 from outside the U.S. The conference call I.D. number is
13648899. The call will also be available as a live webcast with an
accompanying slide presentation, which can be accessed on the
"Events & Presentation" tab of the Investor Relations section
of the Company's website, www.agrofresh.com. All participants
should call or access the website approximately 10 minutes before
the conference call begins.
A telephonic replay of this conference call will also be
available by dialing (844) 512-2921 (US) and (412) 317-6671
(International) from 11:30 am ET on
November 9, 2016 until 11:59 pm ET on November
23, 2016.
Basis for Presentation
As a result of the Business Combination, the Company was
identified as the acquirer for accounting purposes, and the
AgroFresh Business, which is the business conducted by Dow prior to
the closing of the Business Combination, through a combination of
wholly-owned subsidiaries and operations of Dow, including through
AgroFresh Inc. in the United
States, is the acquiree and accounting Predecessor for
periods prior to July 31, 2015 (the
"Closing Date"). Where we discuss results for the three and nine
month periods ended September 30,
2015, we are referring to the combined results of the
Predecessor for the period from January 1,
2015 through the Closing Date and Successor for the period
from August 1, 2015 through
September 30, 2015. On the Closing
Date, the Company, which was formerly named Boulevard Acquisition
Corp., was re-named AgroFresh Solutions, Inc. and is the
"Successor" for periods after the Closing Date, which includes
consolidation of the AgroFresh Business subsequent to the Closing
Date. The acquisition was accounted for as a business combination
using the acquisition method of accounting, and the Successor
financial statements reflect a new basis of accounting that is
based on the fair value of net assets acquired. As a result of the
application of the acquisition method of accounting as of the
effective time of the Business Combination, the financial
statements for the Predecessor period and for the Successor period
are presented on different bases. The historical financial
information of Boulevard Acquisition Corp. prior to the Business
Combination has not been reflected in the Predecessor period
financial statements as those amounts are not considered to be
material.
Non-GAAP Financial Measures
This press release contains certain financial measures, in
particular EBITDA and Adjusted EBITDA, which are not presented in
accordance with GAAP. The Company believes these non-GAAP financial
measures provide meaningful supplemental information as they are
used by the Company's management to evaluate the Company's
performance. Management believes that these measures enhance a
reader's understanding of the financial performance of the Company,
are more indicative of operating performance of the Company, and
facilitate a better comparison between fiscal periods, as the
non-GAAP measures exclude items that are not considered core to the
Company's operations.
In particular, EBITDA is a key measure used by the Company to
evaluate its earnings performance. Previously, the Company
used Adjusted EBITDA as its key earnings measure, consistent with
the definition of Consolidated EBITDA in the Company's Credit
Agreement. While the Company plans to continue providing Adjusted
EBITDA numbers through year-end 2016, beginning in 2017 it plans to
discontinue reporting Adjusted EBITDA results. The Company believes
this change will improve the transparency of the business and
increase the comparability of the Company's results.
The Company does not intend for any of the non-GAAP financial
measures contained in this release to be a substitute for any GAAP
financial information. Readers of this press release should use
these non-GAAP financial measures only in conjunction with the
comparable GAAP financial measures. Reconciliations of the non-GAAP
financial measures EBITDA and Adjusted EBITDA to the most
comparable GAAP measure are provided in the table at the end of
this press release.
About AgroFresh
AgroFresh Solutions, Inc. (NASDAQ: AGFS) is a global industry
leader in providing innovative data-driven specialty solutions
aimed at enabling growers and packers of fresh produce to preserve
and enhance the freshness, quality and value of fresh produce and
to maximize the percentage of produce supplied to the market
relative to the amount of produce grown. Its flagship product is
the SmartFresh™ Quality System, a freshness protection technology
proven to maintain firmness, texture and appearance of fruits
during storage and transport. SmartFresh is currently
commercialized in over 40 countries worldwide. Additionally the
company has a number of different solutions and application
technologies that have either been launched (Harvista, RipeLock,
Landspring) or will be launched in the future that will extend its
footprint to other crops and steps of the global produce supply
chain. For more information, please visit www.agrofresh.com.
Forward-Looking Statements
In addition to historical information, this release may contain
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. All statements, other than
statements of historical facts, included in this release that
address activities, events or developments that the Company expects
or anticipates will or may occur in the future are forward-looking
statements and are identified with, but not limited to, words such
as "anticipate", "believe", "expect", "estimate", "plan",
"outlook", and "project" and other similar expressions (or the
negative versions of such words or expressions). Forward-looking
statements include, without limitation, information concerning the
Company's possible or assumed future results of operations,
including all statements regarding financial guidance, anticipated
future growth, business strategies, competitive position, industry
environment, potential growth opportunities and the effects of
regulation. These statements are based on management's current
expectations and beliefs, as well as a number of assumptions
concerning future events. Such forward-looking statements are
subject to known and unknown risks, uncertainties, assumptions and
other important factors, many of which are outside the Company's
management's control that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. These risks include, without limitation, the risk of
increased competition; the ability of the business to grow and
manage growth profitably; costs related to the Business Combination
and/or related to operating AgroFresh as a stand-alone public
company; changes in applicable laws or regulations, and the
possibility that the Company may be adversely affected by other
economic, business, and/or competitive factors. Additional risks
and uncertainties are identified and discussed in the Company's
filings with the SEC, which are available at the SEC's website at
www.sec.gov.
AgroFresh
Solutions, Inc.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands,
except share and per share data)
|
|
|
Successor
|
|
September 30,
2016
|
December 31,
2015
|
ASSETS
|
|
|
Current
Assets:
|
|
|
Cash and cash
equivalents
|
$
|
44,677
|
|
$
|
57,765
|
|
Accounts receivable,
net of allowance for doubtful accounts of $1,463 and $190,
respectively
|
75,259
|
|
66,418
|
|
Inventories
|
17,220
|
|
44,176
|
|
Other current
assets
|
30,997
|
|
12,297
|
|
Total current
assets
|
168,153
|
|
180,656
|
|
Property and
equipment, net
|
9,746
|
|
4,606
|
|
Goodwill
|
62,373
|
|
56,006
|
|
Intangible assets,
net
|
795,246
|
|
825,056
|
|
Deferred income tax
assets — noncurrent
|
41,967
|
|
12,278
|
|
Other
assets
|
3,185
|
|
4,072
|
|
TOTAL
ASSETS
|
$
|
1,080,670
|
|
$
|
1,082,674
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
Current
Liabilities:
|
|
|
Accounts
payable
|
$
|
12,070
|
|
$
|
13,924
|
|
Current portion of
long-term debt
|
4,250
|
|
4,250
|
|
Income taxes
payable
|
2,989
|
|
1,801
|
|
Accrued expenses and
other current liabilities
|
65,515
|
|
47,595
|
|
Total current
liabilities
|
84,824
|
|
67,570
|
|
Long-term
debt
|
404,557
|
|
406,286
|
|
Other noncurrent
liabilities
|
182,826
|
|
164,630
|
|
Deferred income tax
liabilities — noncurrent
|
1,517
|
|
285
|
|
Total
liabilities
|
673,724
|
|
638,771
|
|
|
|
|
Stockholders'
equity:
|
|
|
Common stock, par
value $0.0001; 400,000,000 shares authorized, 50,584,943 and
49,940,548 shares issued and 49,923,562 and 49,528,214 shares
outstanding at September 30, 2016 and December 31, 2015,
respectively
|
5
|
|
5
|
|
Preferred stock; par
value $0.0001, 1 share authorized and outstanding
|
—
|
|
—
|
|
Treasury stock; par
value $0.0001, 661,381 and 412,334 shares at September 30, 2016 and
December 31, 2015, respectively
|
(3,885)
|
|
(2,397)
|
|
Additional paid-in
capital
|
475,395
|
|
472,494
|
|
Accumulated
deficit
|
(63,629)
|
|
(20,640)
|
|
Accumulated other
comprehensive loss
|
(940)
|
|
(5,559)
|
|
Total stockholders'
equity
|
406,946
|
|
443,903
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
|
$
|
1,080,670
|
|
$
|
1,082,674
|
|
AgroFresh Solutions, Inc.
CONDENSED
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands,
except share and per share data)
|
|
|
Successor
|
Predecessor
|
Successor
|
|
Successor
|
Predecessor
|
Successor
|
|
Three Months
Ended
September 30,
2016
|
July 1, 2015
through July
31, 2015
|
August 1,
2015 through
September 30,
2015
|
|
Nine Months
Ended
September 30,
2016
|
January 1,
2015 through
July 31, 2015
|
August 1,
2015 through
September 30,
2015
|
Net sales
|
$
|
61,200
|
|
$
|
2,157
|
|
$
|
59,650
|
|
|
$
|
107,996
|
|
$
|
52,682
|
|
$
|
59,650
|
|
Cost of sales
(excluding amortization, shown separately below)
|
8,905
|
|
513
|
|
45,719
|
|
|
48,558
|
|
10,630
|
|
45,719
|
|
Gross
profit
|
52,295
|
|
1,644
|
|
13,931
|
|
|
59,438
|
|
42,052
|
|
13,931
|
|
Research and
development expenses
|
2,983
|
|
1,084
|
|
1,946
|
|
|
11,220
|
|
11,599
|
|
1,946
|
|
Selling, general, and
administrative expenses
|
15,173
|
|
1,912
|
|
12,744
|
|
|
49,385
|
|
16,774
|
|
12,744
|
|
Amortization of
intangibles
|
10,080
|
|
2,410
|
|
6,815
|
|
|
29,878
|
|
16,895
|
|
6,815
|
|
Change in fair value
of contingent consideration
|
(1,569)
|
|
—
|
|
—
|
|
|
(4,969)
|
|
—
|
|
—
|
|
Operating income
(loss)
|
25,628
|
|
(3,762)
|
|
(7,574)
|
|
|
(26,076)
|
|
(3,216)
|
|
(7,574)
|
|
Other (loss)
income
|
(38)
|
|
—
|
|
(1,462)
|
|
|
16
|
|
—
|
|
(1,462)
|
|
Income (loss) on
foreign currency exchange
|
924
|
|
2
|
|
(263)
|
|
|
682
|
|
8
|
|
(263)
|
|
Interest expense,
net
|
(14,526)
|
|
—
|
|
(9,313)
|
|
|
(43,850)
|
|
—
|
|
(9,313)
|
|
Income (loss) before
income taxes
|
11,988
|
|
(3,760)
|
|
(18,612)
|
|
|
(69,228)
|
|
(3,208)
|
|
(18,612)
|
|
Provision (benefit)
for income taxes
|
4,676
|
|
(1,232)
|
|
(4,591)
|
|
|
(26,239)
|
|
10,849
|
|
(4,591)
|
|
Net income
(loss)
|
$
|
7,312
|
|
$
|
(2,528)
|
|
$
|
(14,021)
|
|
|
$
|
(42,989)
|
|
$
|
(14,057)
|
|
$
|
(14,021)
|
|
Net income (loss) per
common share:
|
|
|
|
|
|
|
|
Basic
|
$
|
0.15
|
|
—
|
|
$
|
(0.28)
|
|
|
$
|
(0.87)
|
|
—
|
|
$
|
(0.28)
|
|
Diluted
|
$
|
0.15
|
|
—
|
|
$
|
(0.28)
|
|
|
$
|
(0.87)
|
|
—
|
|
$
|
(0.28)
|
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
49,567,735
|
|
—
|
|
49,457,847
|
|
|
49,385,733
|
|
—
|
|
49,457,847
|
|
Diluted
|
49,627,800
|
|
—
|
|
49,457,847
|
|
|
49,385,733
|
|
—
|
|
49,457,847
|
|
|
|
|
|
|
|
|
|
AgroFresh
Solutions, Inc.
CONDENSED
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
(In
thousands)
|
|
|
Successor
|
|
Predecessor
|
|
Successor
|
|
Nine Months
Ended
September 30,
|
|
January 1,
through July 31,
|
|
August 1,
through
September 30,
|
|
2016
|
|
2015
|
|
2015
|
Cash flows from
operating activities:
|
|
|
|
|
|
Net loss
|
$
|
(42,989)
|
|
|
$
|
(14,057)
|
|
|
$
|
(14,021)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
Depreciation and
amortization
|
30,458
|
|
|
17,379
|
|
|
6,891
|
|
Accretion of
contingent consideration
|
22,931
|
|
|
—
|
|
|
—
|
|
Decrease in
contingent consideration
|
(4,969)
|
|
|
—
|
|
|
—
|
|
Stock based
compensation
|
2,901
|
|
|
—
|
|
|
673
|
|
Amortization of
inventory fair value adjustment
|
30,377
|
|
|
—
|
|
|
38,702
|
|
Amortization of
deferred financing costs
|
1,696
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
—
|
|
|
(4,637)
|
|
Deferred income
taxes
|
(24,910)
|
|
|
(4,218)
|
|
|
(4,591)
|
|
Loss on sales of
property
|
21
|
|
|
(12)
|
|
|
—
|
|
Other
|
850
|
|
|
—
|
|
|
(160)
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Accounts
receivable
|
(8,520)
|
|
|
42,585
|
|
|
(53,877)
|
|
Inventories
|
(2,191)
|
|
|
(5,756)
|
|
|
580
|
|
Prepaid expenses and
other current assets
|
(18,308)
|
|
|
—
|
|
|
(4,316)
|
|
Accounts
payable
|
341
|
|
|
(798)
|
|
|
10,216
|
|
Accrued expenses and
other liabilities
|
5,272
|
|
|
—
|
|
|
7,355
|
|
Income taxes
payable
|
1,206
|
|
|
(36,070)
|
|
|
—
|
|
Other assets and
liabilities
|
711
|
|
|
(4,651)
|
|
|
—
|
|
Net cash used in
operating activities
|
(5,123)
|
|
|
(5,598)
|
|
|
(17,185)
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
Cash paid for
property and equipment
|
(5,449)
|
|
|
(676)
|
|
|
(219)
|
|
Proceeds from sale of
property
|
8
|
|
|
63
|
|
|
—
|
|
Acquisition of
business, net of cash acquired
|
—
|
|
|
—
|
|
|
(625,541)
|
|
Restricted
cash
|
—
|
|
|
—
|
|
|
220,505
|
|
Net cash used in
investing activities
|
(5,441)
|
|
|
(613)
|
|
|
(405,255)
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
Proceeds from long
term debt
|
—
|
|
|
—
|
|
|
425,000
|
|
Payment of debt
issuance costs
|
—
|
|
|
—
|
|
|
(12,889)
|
|
Payment of revolving
credit facility fees
|
—
|
|
|
—
|
|
|
(1,252)
|
|
Other financing
costs
|
—
|
|
|
—
|
|
|
(7,776)
|
|
Repayment of long
term debt
|
(3,188)
|
|
|
—
|
|
|
(1,063)
|
|
Proceeds from private
placement
|
—
|
|
|
—
|
|
|
50,000
|
|
Borrowings under
revolving credit facility
|
—
|
|
|
—
|
|
|
500
|
|
Repayments of
revolving credit facility
|
—
|
|
|
—
|
|
|
(500)
|
|
Insurance premium
financing
|
—
|
|
|
—
|
|
|
1,294
|
|
Repayment of term
loan
|
—
|
|
|
—
|
|
|
(380)
|
|
Repurchase of
warrants
|
—
|
|
|
—
|
|
|
—
|
|
Repurchase of stock
for treasury
|
(1,488)
|
|
|
—
|
|
|
(920)
|
|
Cash transfers
to/from parent, net
|
—
|
|
|
6,211
|
|
|
—
|
|
Net cash (used in)
provided by financing activities
|
(4,676)
|
|
|
6,211
|
|
|
452,014
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
2,152
|
|
|
—
|
|
|
(903)
|
|
Net (decrease)
increase in cash and cash equivalents
|
(13,088)
|
|
|
—
|
|
|
28,671
|
|
Cash and cash
equivalents, beginning of period
|
57,765
|
|
|
—
|
|
|
84
|
|
Cash and cash
equivalents, end of period
|
$
|
44,677
|
|
|
$
|
—
|
|
|
$
|
28,755
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
Cash paid
for:
|
|
|
|
|
|
Interest
|
$
|
18,460
|
|
|
$
|
—
|
|
|
$
|
4,141
|
|
Income
taxes
|
2,487
|
|
|
—
|
|
|
—
|
|
Accrued purchases of
property and equipment
|
35
|
|
|
—
|
|
|
—
|
|
GAAP to Non-GAAP
Reconciliations
|
|
The following table
sets forth reconciliations of the non-GAAP financial measures
EBITDA and Adjusted EBITDA to the most closely comparable GAAP
financial measure, net income (loss). See "Non-GAAP Financial
Measures" above for more information.
|
|
|
Successor
|
Predecessor
|
Successor
|
|
Successor
|
Predecessor
|
Successor
|
(in thousands)
|
Three months
ended
September 30,
2016
|
July 1, 2015
through
July 31,
2015
|
August 1,
2015
through
September
30, 2015
|
|
Nine Months
Ended
September 30,
2016
|
January 1,
2015
through
July 31,
2015
|
August 1,
2015
through
September
30, 2015
|
GAAP Net income
(loss)
|
$
|
7,312
|
|
$
|
(2,528)
|
|
$
|
(14,021)
|
|
|
$
|
(42,989)
|
|
$
|
(14,057)
|
|
$
|
(14,021)
|
|
Provision (benefit)
for income taxes
|
4,676
|
|
(1,232)
|
|
(4,591)
|
|
|
(26,239)
|
|
10,849
|
|
(4,591)
|
|
Amortization of
inventory step-up(1)
|
—
|
|
—
|
|
38,702
|
|
|
30,377
|
|
—
|
|
38,702
|
|
Interest
expense(2)
|
14,526
|
|
—
|
|
9,313
|
|
|
43,850
|
|
—
|
|
9,313
|
|
Depreciation and
amortization
|
10,269
|
|
2,466
|
|
7,969
|
|
|
30,458
|
|
17,379
|
|
7,969
|
|
Non-GAAP
EBITDA
|
$
|
36,783
|
|
$
|
(1,294)
|
|
$
|
37,372
|
|
|
$
|
35,457
|
|
$
|
14,171
|
|
$
|
37,372
|
|
Transaction and
acquisition related costs
|
—
|
|
—
|
|
1,918
|
|
|
—
|
|
—
|
|
1,918
|
|
Share-based
compensation
|
563
|
|
46
|
|
673
|
|
|
1,859
|
|
381
|
|
673
|
|
Share-based
compensation related to severance(3)
|
739
|
|
—
|
|
—
|
|
|
1,349
|
|
—
|
|
—
|
|
Stand-alone costs and
other
|
137
|
|
121
|
|
3,510
|
|
|
377
|
|
121
|
|
3,510
|
|
Research and
development cost synergies(4)
|
—
|
|
450
|
|
—
|
|
|
—
|
|
3,249
|
|
—
|
|
Severance related
costs(3)
|
1,218
|
|
—
|
|
—
|
|
|
2,977
|
|
—
|
|
—
|
|
Other non-recurring
costs(5)
|
3,529
|
|
—
|
|
442
|
|
|
13,272
|
|
383
|
|
442
|
|
Loss (gain) on
currency translation
|
(924)
|
|
—
|
|
264
|
|
|
(682)
|
|
—
|
|
255
|
|
Mark-to-market
adjustments, net(6)
|
(1,569)
|
|
—
|
|
1,450
|
|
|
(4,969)
|
|
—
|
|
1,450
|
|
Pro forma deferred
revenue(7)
|
—
|
|
(167)
|
|
—
|
|
|
—
|
|
(1,167)
|
|
—
|
|
Franchise and state
taxes
|
(230)
|
|
—
|
|
$
|
—
|
|
|
265
|
|
—
|
|
—
|
|
Non-GAAP Adjusted
EBITDA
|
$
|
40,246
|
|
$
|
(844)
|
|
$
|
45,629
|
|
|
$
|
49,905
|
|
$
|
17,138
|
|
$
|
45,620
|
|
|
|
(1)
|
The amortization of
inventory step-up related to the acquisition of AgroFresh is
charged to income based on the pace of inventory usage.
|
(2)
|
Interest on the term
loan, inclusive of accretion for debt discounts, debt issuance
costs and contingent consideration.
|
(3)
|
Severance costs
related to our former Chief Executive Officer, Chief Financial
Officer, former President and other former personnel, including the
net share-based compensation cost due to acceleration of vesting on
restricted stock and forfeiture of stock options.
|
(4)
|
R&D savings
related to two projects (Invinsa and IDC).
|
(5)
|
Non-recurring
professional fees associated with becoming a stand-alone public
company.
|
(6)
|
Non-cash fair value
measurement adjustments related to the warrant liability and
contingent liabilities.
|
(7)
|
Deferred revenue
associated with a revenue agreement not included in the Business
Combination.
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/agrofresh-solutions-reports-results-for-third-quarter-and-first-nine-months-of-2016-300359548.html
SOURCE AgroFresh Solutions, Inc.