Whole Earth Brands, Inc. (the “Company” or “we” or “our”) (Nasdaq:
FREE), a global food company enabling healthier lifestyles
by providing access to premium plant-based sweeteners, flavor
enhancers and other foods through a diverse portfolio of trusted
brands and delicious products, today announced its financial
results for its third quarter ended September 30, 2021. The Company
also reiterated fiscal year 2021 guidance.
Irwin D. Simon, Executive Chairman, stated, “I
am enthusiastic about the opportunity that lies ahead for Whole
Earth Brands as we continue to outperform our benchmark categories
globally, and bring new innovation to underserved categories.
Responding to strong demand, our team is energized going into 2022,
as we drive gains across all sales channels, including retail,
e-commerce and foodservice, and leverage our diversified brand
portfolio to provide consumers with natural, better-for-you product
choices. I look forward to working with the team towards building a
large, organic, natural, plant-based food company as I have done in
the past.”
Albert Manzone, Chief Executive Officer,
commented, “Our Power of One strategy to enhance our shelf presence
and drive greater visibility with retail customers is working. Our
ability to bring new innovations to market across the sweetener and
baking categories is central to our success in redefining the
assortment with better-for-you alternatives. We are seeing the
distribution gains that we have been building towards, and see this
momentum continuing through the balance of 2021 and into next year.
Further, we are also driving penetration and trial with consumers,
which is visible in our third quarter results where we drove
Branded CPG segment proforma organic constant currency revenue
growth of 7.6%. While our sales performance is strong, the current
disruptions across global supply chains has highlighted the
importance of our previously announced supply chain reinvention
project to help mitigate volatility, protect margin and create
opportunities to drive greater efficiencies over the
long-term.”
THIRD QUARTER 2021
HIGHLIGHTS
The Company’s reported consolidated financials
reflect the completed acquisitions of Swerve on November 10, 2020
and Wholesome on February 5, 2021 from those respective dates.
Proforma comparisons include the impact of these acquisitions for
both the current and prior year periods.
- Consolidated
product revenues were $128.9 million, an increase of 92.4% on a
reported basis, as compared to the prior year third quarter. On a
proforma basis, organic constant currency product revenues
increased 6.1% compared to the prior year third quarter driven by
Branded CPG growth of 7.6%.
- Reported gross
profit was $43.0 million, compared to $18.6 million in the prior
year third quarter. The increase was largely driven by
contributions from the Swerve and Wholesome acquisitions and an
$11.5 million favorable change in non-cash purchase accounting
adjustments related to inventory revaluations.
- Gross profit margin
was 33.4% in the third quarter of 2021, compared to 27.8% in the
prior year period. The prior year margin was negatively impacted by
purchase accounting adjustments. Adjusted gross profit margin was
33.6%, down from 42.2% in the prior year due primarily to the
inclusion of Wholesome‘s private label business.
- Consolidated
operating income was $13.5 million compared to $1.1 million in the
prior year and consolidated net income was $8.8 million in the
third quarter of 2021 compared to a net loss of $2.8 million in the
prior year period.
- Consolidated
Adjusted EBITDA of $22.1 million increased 34.1% driven by
contributions from the Swerve and Wholesome acquisitions and
revenue growth, partially offset by higher bonus expense compared
to 2020.
SEGMENT RESULTS
Branded CPG SegmentBranded CPG
segment product revenues increased $61.7 million, or 150.4%, to
$102.7 million for the third quarter of 2021, compared to $41.0
million for the same period in the prior year, driven primarily by
the addition of Swerve and Wholesome and revenue growth. On a
proforma basis, organic constant currency product revenue increased
7.6% compared to the prior year third quarter primarily due to
strong volume growth in the Company’s natural products portfolio
globally. On a two-year stacked basis, when comparing third quarter
2021 to third quarter 2019, Branded CPG segment proforma organic
constant currency revenue increased 14.3%.
Operating income was $10.1 million in the third
quarter of 2021 compared to operating income of $7.1 million for
the same period in the prior year. The increase was driven by
contributions from the acquired Swerve and Wholesome businesses,
revenue growth, and lower purchase accounting adjustments,
partially offset by higher bonus expense, costs associated with our
supply chain reinvention project and the inclusion of stock-based
compensation expense in 2021.
Flavors & Ingredients
SegmentFlavors & Ingredients segment product revenues
increased 1.0% to $26.2 million for the third quarter of 2021,
compared to $26.0 million for the same period in the prior year
primarily due to increases in licorice extracts and the Magnasweet
product lines, largely offset by declines in pure derivatives.
Operating income was $9.5 million in the third
quarter of 2021, compared to an operating loss of $0.4 million in
the prior year period primarily due to an $8.0 million favorable
change in purchase accounting adjustments related to inventory
revaluations, revenue growth and lower operating costs.
CorporateCorporate expenses for
the third quarter of 2021 were $6.1 million, compared to $5.6
million of expenses in the prior year period primarily due to the
addition of stock-based compensation in 2021.
YEAR-TO-DATE 2021
HIGHLIGHTS
The Company’s consolidated financial results
reflect both predecessor and successor periods indicative of the
June 25, 2020 business combination date. The year-to-date results
discussed below compare the results for the nine months ended
September 30, 2021 to the combined nine months ended September 30,
2020, which includes the successor period from June 26, 2020
through September 30, 2020 and the predecessor period from January
1, 2020 through June 25, 2020.
Additionally, the Company’s consolidated
reported financial results reflect the completed acquisitions of
Swerve on November 10, 2020 and Wholesome on February 5, 2021 from
those respective dates onwards. Proforma comparisons include the
impact of both acquisitions for both the current and prior
year-to-date periods.
-
Consolidated product revenues were $361.3 million, an increase of
80.8% compared to the 2020 year-to-date period. On a proforma
basis, organic constant currency product revenue increased 2.7%,
compared to the prior year.
-
Branded CPG segment product revenues were $283.6 million, an
increase of 128.1%, reflecting the acquisitions of Wholesome and
Swerve. On a proforma basis, organic constant currency product
revenues increased 2.6% compared to the prior year period and grew
12.8% on a two-year stacked basis as compared to the first nine
months of 2019.
-
Flavors & Ingredients segment product revenues were $77.7
million, an increase of 2.9% as compared to the prior year
period.
-
Reported gross profit was $120.0 million, an increase of $48.9
million from $71.1 million in the prior year period, and gross
profit margin was 33.2% in the nine months ended September 30, 2021
as compared to 35.6% in the prior year period. Adjusted gross
profit margin was 34.7%, down from 41.8% in the prior year period
driven primarily by Wholesome’s private label business.
-
Consolidated operating income was $16.4 million compared to an
operating loss of $37.4 million in the prior year and consolidated
net income was $0.5 million for the nine months ended September 30,
2021 compared to a net loss of $37.5 million in the prior year
period.
- Consolidated
Adjusted EBITDA increased 51.9% to $61.6 million driven by
contributions from the acquired Swerve and Wholesome businesses,
revenue growth and productivity gains, partially offset by higher
bonus expense and public company costs.
BALANCE SHEET
As of September 30, 2021 the Company had cash
and cash equivalents of $33.6 million and $384.1 million of
long-term debt, net of unamortized debt issuance costs.
OUTLOOK
The Company is reiterating its outlook for full
year 2021, which includes the impact of its recent acquisitions of
Swerve and Wholesome. The outlook includes expectations for growth
on a proforma organic basis and margins for the combined business.
The Company defines proforma organic growth to be as if the Company
owned both Swerve and Wholesome for the full years 2020 and 2021.
The Company’s 2021 outlook is as follows:
- Net Product Revenues:
$493 million to $505 million (representing reported growth of
greater than 78%, and proforma organic growth of 3% to 5%)
- Adjusted Gross Profit
Margin: 34% to 35% of product revenues
- Adjusted EBITDA Margin:
Approximately 17% of product revenues
- Adjusted EBITDA: $82 million to $85
million (representing reported growth of greater than 50%, and
proforma organic growth of 3% to 5%)
- Capital Expenditures:
$10 million to $12 million
- Cash Taxes: $6 million to $8
million
CONFERENCE CALL DETAILS
The Company will host a conference call and
webcast to review its third quarter results today, Tuesday,
November 9, 2021 at 8:30am EST. The conference call can be accessed
live over the phone by dialing (855) 327-6837 or for international
callers by dialing (631) 891-4304. A replay of the call will be
available until November 23, 2021 by dialing (844) 512-2921 or for
international callers by dialing (412) 317-6671; the passcode is
10017000.
The live audio webcast of the conference call
will be accessible in the News & Events section on the
Company's Investor Relations website at
investor.wholeearthbrands.com. An archived replay of the webcast
will also be available shortly after the live event has
concluded.
About Whole Earth Brands
Whole Earth Brands is a global food company
enabling healthier lifestyles and providing access to premium
plant-based sweeteners, flavor enhancers and other foods through
our diverse portfolio of trusted brands and delicious products,
including Whole Earth Sweetener®, Wholesome®, Swerve®, Pure Via®,
Equal® and Canderel®. With food playing a central role in people’s
health and wellness, Whole Earth Brands’ innovative product
pipeline addresses the growing consumer demand for more dietary
options, baking ingredients and taste profiles. Our world-class
global distribution network is the largest provider of plant-based
sweeteners in more than 100 countries with a vision to expand
our portfolio to responsibly meet local preferences. We
are committed to helping people enjoy life’s everyday moments and
the celebrations that bring us together. For more information on
how we “Open a World of Goodness®,” please visit
www.WholeEarthBrands.com.
Forward-Looking Statements
This press release contains forward-looking
statements (including within the meaning of the Private Securities
Litigation Reform Act of 1995) concerning Whole Earth Brands, Inc.
and other matters. These statements may discuss goals, intentions
and expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise, based on current
beliefs of management, as well as assumptions made by, and
information currently available to, management.
Forward-looking statements may be accompanied by
words such as “achieve,” “aim,” “anticipate,” “believe,” “can,”
“continue,” “could,” “drive,” “estimate,” “expect,” “forecast,”
“future,” “guidance,” “grow,” “improve,” “increase,” “intend,”
“may,” “outlook,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would,” or similar words,
phrases or expressions. Examples of forward-looking statements
include, but are not limited to, the statements made by Messrs.
Simon and Manzone, and our 2021 guidance. Factors that could cause
actual results to differ materially from those in the
forward-looking statements include, but are not limited to, the
Company’s ability to achieve the anticipated benefits of the
integration of Wholesome and Swerve in a timely manner or at all;
the extent of the impact of the COVID-19 pandemic, including the
duration, spread, severity, and any recurrence of the COVID-19
pandemic, the duration and scope of related government orders and
restrictions, the impact on our employees, and the extent of the
impact of the COVID-19 pandemic on overall demand for the Company’s
products; local, regional, national, and international economic
conditions that have deteriorated as a result of the COVID-19
pandemic, including the risks of a global recession or a recession
in one or more of the Company’s key markets, and the impact they
may have on the Company and its customers and management’s
assessment of that impact; extensive and evolving government
regulations that impact the way the Company operates; and the
impact of the COVID-19 pandemic on the Company’s suppliers,
including disruptions and inefficiencies in the supply chain.
These forward-looking statements are subject to
risks, uncertainties and other factors, many of which are outside
of the Company’s control, which could cause actual results to
differ materially from the results contemplated by the
forward-looking statements. These statements are subject to the
risks and uncertainties indicated from time to time in the
documents the Company files (or furnishes) with the U.S. Securities
and Exchange Commission.
You are cautioned not to place undue reliance
upon any forward-looking statements, which are based only on
information currently available to the Company and speak only as of
the date made. The Company undertakes no commitment to publicly
update or revise the forward-looking statements, whether written or
oral that may be made from time to time, whether as a result of new
information, future events or otherwise, except as required by
law.
Contacts:Investor Relations
Contact:Whole Earth
Brands312-840-5001investor@wholeearthbrands.com
ICRJeff
Sonnek646-277-1263jeff.sonnek@icrinc.com
Media Relations Contact:Wyecomm Larry Larsen312
497 0655larry.larsen@wyecomm.com
Whole Earth Brands, Inc.
Reconciliation of GAAP and Non-GAAP Financial
Measures (Unaudited)
The Company reports its financial results in
accordance with accounting principles generally accepted in the
United States (“GAAP”). However, management believes that also
presenting certain non-GAAP financial measures provides additional
information to facilitate the comparison of the Company’s
historical operating results and trends in its underlying operating
results, and provides additional transparency on how the Company
evaluates its business. Management uses these non-GAAP financial
measures in making financial, operating and planning decisions and
in evaluating the Company’s performance. The Company also believes
that presenting these measures allows investors to view its
performance using the same measures that the Company uses in
evaluating its financial and business performance and trends. The
Company considers quantitative and qualitative factors in assessing
whether to adjust for the impact of items that may be significant
or that could affect an understanding of its ongoing financial and
business performance and trends. The adjustments generally fall
within the following categories: constant currency adjustments,
intangible asset non-cash impairments, purchase accounting charges,
transaction related costs, long-term incentive expense, non-cash
pension expenses, severance and related expenses associated with a
restructuring, public company readiness, M&A transaction
expenses and other one-time items affecting comparability of
operating results. See below for a description of adjustments to
the Company’s U.S. GAAP financial measures included herein.
Non-GAAP information should be considered as supplemental in nature
and is not meant to be considered in isolation or as a substitute
for the related financial information prepared in accordance with
U.S. GAAP. In addition, the Company’s non-GAAP financial measures
may not be the same as or comparable to similar non-GAAP measures
presented by other companies.
DEFINITIONS OF THE COMPANY’S NON-GAAP
FINANCIAL MEASURES
The Company’s non-GAAP financial measures and
corresponding metrics reflect how the Company evaluates its
operating results currently and provide improved comparability of
operating results. As new events or circumstances arise, these
definitions could change. When these definitions change, the
Company provides the updated definitions and presents the related
non-GAAP historical results on a comparable basis. When items no
longer impact the Company’s current or future presentation of
non-GAAP operating results, the Company removes these items from
its non-GAAP definitions.
The following is a list of non-GAAP financial
measures which the Company has discussed or expects to discuss in
the future:
- Constant
Currency Presentation: We evaluate our product revenue results on
both a reported and a constant currency basis. The constant
currency presentation, which is a non-GAAP measure, excludes the
impact of fluctuations in foreign currency exchange rates. We
believe providing constant currency information provides valuable
supplemental information regarding our product revenue results,
thereby facilitating period-to-period comparisons of our business
performance and is consistent with how management evaluates the
Company’s performance. We calculate constant currency percentages
by converting our current period local currency product revenue
results using the prior period exchange rates and comparing these
adjusted amounts to our current period reported product
revenues.
- Adjusted EBITDA:
We define Adjusted EBITDA as net income or loss from our
consolidated statements of operations before interest income and
expense, income taxes, depreciation and amortization, as well as
certain other items that arise outside of the ordinary course of
our continuing operations specifically described below:
- Asset impairment
charges: We exclude the impact of charges related to the impairment
of goodwill and other long-lived intangible assets. Impairment
charges during the calendar year 2020 were incurred only during the
predecessor period. We believe that the exclusion of these
impairments, which are non-cash, allows for more meaningful
comparisons of operating results to peer companies. We believe that
this increases period-to-period comparability and is useful to
evaluate the performance of the total company.
- Purchase
accounting adjustments: We exclude the impact of purchase
accounting adjustments, including the revaluation of inventory at
the time of the business combination. These adjustments are
non-cash and we believe that the adjustments of these items more
closely correlate with the sustainability of our operating
performance.
-
Transaction-related expenses: We exclude transaction-related
expenses including transaction bonuses that were paid for by the
seller of the businesses acquired by the Company on June 25, 2020.
We believe that the adjustments of these items more closely
correlate with the sustainability of our operating
performance.
- Long-term
incentive plan: We exclude the impact of costs relating to the
long-term incentive plan. We believe that the adjustments of these
items more closely correlate with the sustainability of our
operating performance.
- Non-cash pension
expenses: We exclude non-cash pension expenses/credits related to
closed, defined pension programs of the Company. We believe that
the adjustments of these items more closely correlate with the
sustainability of our operating performance.
- Severance and
related expenses: We exclude employee severance and associated
expenses related to roles that have been eliminated or reduced in
scope as a productivity measure taken by the Company. We believe
that the adjustments of these items more closely correlate with the
sustainability of our operating performance.
- Public company
readiness: We exclude non-recurring organization and consulting
costs incurred to establish required public company capabilities.
We believe that the adjustments of these items more closely
correlate with the sustainability of our operating
performance.
- Brand
Introduction expenses: To measure operating performance, we exclude
the Company’s sampling program costs with Starbucks. We believe the
exclusion of such amounts allows management and the users of the
financial statements to better understand our financial
results.
- Restructuring:
To measure operating performance, we exclude restructuring costs.
We believe that the adjustments of these items more closely
correlate with the sustainability of our operating
performance.
- M&A
transaction expenses: We exclude expenses directly related to the
acquisition of businesses after the business combination on June
25, 2020. We believe that the adjustments of these items more
closely correlate with the sustainability of our operating
performance.
- Other items: To
measure operating performance, we exclude certain expenses and
include certain gains that we believe are operational in nature. We
believe the exclusion or inclusion of such amounts allows
management and the users of the financial statements to better
understand our financial results.
Adjusted EBITDA is not a presentation made in
accordance with GAAP, and our use of the term Adjusted EBITDA may
vary from the use of similarly-titled measures by others in our
industry due to the potential inconsistencies in the method of
calculation and differences due to items subject to interpretation.
Adjusted EBITDA margin is Adjusted EBITDA for a particular period
expressed as a percentage of product revenues for that period.
We use Adjusted EBITDA to measure our
performance from period to period both at the consolidated level as
well as within our operating segments, to evaluate and fund
incentive compensation programs and to compare our results to those
of our competitors. In addition to Adjusted EBITDA being a
significant measure of performance for management purposes, we also
believe that this presentation provides useful information to
investors regarding financial and business trends related to our
results of operations and that when non-GAAP financial information
is viewed with GAAP financial information, investors are provided
with a more meaningful understanding of our ongoing operating
performance.
Adjusted EBITDA should not be considered as an
alternative to net income or loss, operating income, cash flows
from operating activities or any other performance measures derived
in accordance with GAAP as measures of operating performance or
cash flows as measures of liquidity. Adjusted EBITDA has important
limitations as an analytical tool and should not be considered in
isolation or as a substitute for analysis of our results as
reported under GAAP.
The Company cannot reconcile its expected
Adjusted EBITDA to Net Income under “Outlook” without unreasonable
effort because certain items that impact net income and other
reconciling metrics are out of the Company’s control and/or cannot
be reasonably predicted at this time. These items include, but are
not limited to, share-based compensation expense, impairment of
assets, acquisition-related charges and COVID-19 related expenses.
These items are uncertain, depend on various factors, and could
have a material impact on GAAP reported results for the guidance
period.
Adjusted Gross Profit Margin: We define Adjusted
Gross Profit Margin as Gross Profit excluding all cash and non-cash
adjustments, impacting Cost of Goods Sold, included in the Adjusted
EBITDA reconciliation, as a percentage of Product Revenues, net.
Such adjustments include: depreciation, purchase accounting
adjustments, long term incentives and other items adjusted by
management to better understand our financial results.
The Company cannot reconcile its expected
Adjusted Gross Profit Margin to Gross Profit Margin under “Outlook”
without unreasonable effort because certain items that impact Gross
Profit Margin and other reconciling metrics are out of the
Company’s control and/or cannot be reasonably predicted at this
time. These items include, but are not limited to, share-based
compensation expense, impairment of assets, acquisition-related
charges and COVID-19 related expenses. These items are uncertain,
depend on various factors, and could have a material impact on GAAP
reported results for the guidance period.
Whole Earth Brands, Inc. |
Condensed Consolidated Balance Sheets |
(In thousands of dollars, except for share and per share
data) |
(Unaudited) |
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Assets |
|
|
|
Current
Assets |
|
|
|
Cash and cash equivalents |
$ |
33,579 |
|
|
$ |
16,898 |
|
Accounts receivable (net of allowances of $940 and $955,
respectively) |
72,997 |
|
|
56,423 |
|
Inventories |
193,509 |
|
|
111,699 |
|
Prepaid expenses and other current assets |
20,068 |
|
|
5,045 |
|
Total current assets |
320,153 |
|
|
190,065 |
|
|
|
|
|
Property, Plant and
Equipment, net |
53,860 |
|
|
47,285 |
|
|
|
|
|
Other
Assets |
|
|
|
Operating lease right-of-use assets |
21,596 |
|
|
12,193 |
|
Goodwill |
241,154 |
|
|
153,537 |
|
Other intangible assets, net |
271,472 |
|
|
184,527 |
|
Deferred tax assets, net |
2,296 |
|
|
2,671 |
|
Other assets |
8,278 |
|
|
6,260 |
|
Total Assets |
$ |
918,809 |
|
|
$ |
596,538 |
|
|
|
|
|
Liabilities and
Stockholders’ Equity |
|
|
|
Current
Liabilities |
|
|
|
Accounts payable |
$ |
41,968 |
|
|
$ |
25,200 |
|
Accrued expenses and other current liabilities |
26,186 |
|
|
29,029 |
|
Contingent consideration payable |
53,631 |
|
|
— |
|
Current portion of operating lease liabilities |
6,123 |
|
|
3,623 |
|
Current portion of long-term debt |
3,750 |
|
|
7,000 |
|
Total current liabilities |
131,658 |
|
|
64,852 |
|
Non-Current
Liabilities |
|
|
|
Long-term debt |
384,070 |
|
|
172,662 |
|
Warrant liabilities |
2,507 |
|
|
— |
|
Deferred tax liabilities, net |
52,403 |
|
|
23,297 |
|
Operating lease liabilities, less current portion |
19,463 |
|
|
11,324 |
|
Other liabilities |
15,176 |
|
|
15,557 |
|
Total Liabilities |
605,277 |
|
|
287,692 |
|
Commitments and
Contingencies |
— |
|
|
— |
|
Stockholders’
Equity |
|
|
|
Preferred shares, $0.0001 par value; 1,000,000 shares authorized;
none issued and outstanding at |
|
|
|
|
|
September 30, 2021 and December 31, 2020 |
— |
|
|
— |
|
Common stock, $0.0001 par value; 220,000,000 shares authorized;
38,477,723 and 38,426,669 shares |
|
|
|
|
|
issued and outstanding at September 30, 2021 and
December 31, 2020, respectively. |
4 |
|
|
4 |
|
Additional paid-in capital |
331,125 |
|
|
325,679 |
|
Accumulated deficit |
(26,043 |
) |
|
(25,442 |
) |
Accumulated other comprehensive income |
8,446 |
|
|
8,605 |
|
Total stockholders’ equity |
313,532 |
|
|
308,846 |
|
Total Liabilities and Stockholders’ Equity |
$ |
918,809 |
|
|
$ |
596,538 |
|
Whole Earth Brands, Inc. |
Condensed Consolidated and Combined Statements of
Operations |
(In thousands of dollars, except for share and per share
data) |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
(Successor) |
|
|
(Predecessor) |
|
Three Months Ended September 30,
2021 |
|
Three Months Ended September 30,
2020 |
|
Nine Months Ended September 30,
2021 |
|
From June 26, 2020 to September 30,
2020 |
|
|
From January 1, 2020 to June 25,
2020 |
Product revenues, net |
$ |
128,941 |
|
|
$ |
67,002 |
|
|
$ |
361,259 |
|
|
$ |
71,480 |
|
|
|
$ |
128,328 |
|
Cost of goods sold |
85,912 |
|
|
48,357 |
|
|
241,224 |
|
|
51,065 |
|
|
|
77,627 |
|
Gross profit |
43,029 |
|
|
18,645 |
|
|
120,035 |
|
|
20,415 |
|
|
|
50,701 |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses |
24,838 |
|
|
14,881 |
|
|
85,573 |
|
|
16,827 |
|
|
|
43,355 |
|
Amortization of intangible
assets |
4,675 |
|
|
2,700 |
|
|
13,532 |
|
|
2,841 |
|
|
|
4,927 |
|
Asset impairment charges |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
40,600 |
|
Restructuring and other
expenses |
— |
|
|
— |
|
|
4,503 |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
13,516 |
|
|
1,064 |
|
|
16,427 |
|
|
747 |
|
|
|
(38,181 |
) |
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of
warrant liabilities |
2,178 |
|
|
— |
|
|
(425 |
) |
|
— |
|
|
|
— |
|
Interest expense, net |
(6,553 |
) |
|
(2,045 |
) |
|
(18,027 |
) |
|
(2,161 |
) |
|
|
(238 |
) |
Loss on extinguishment and
debt transaction costs |
— |
|
|
— |
|
|
(5,513 |
) |
|
— |
|
|
|
— |
|
Other income (expense),
net |
(780 |
) |
|
(170 |
) |
|
(280 |
) |
|
(232 |
) |
|
|
801 |
|
Income (loss) before income
taxes |
8,361 |
|
|
(1,151 |
) |
|
(7,818 |
) |
|
(1,646 |
) |
|
|
(37,618 |
) |
(Benefit) provision for income
taxes |
(445 |
) |
|
1,684 |
|
|
(8,294 |
) |
|
1,694 |
|
|
|
(3,482 |
) |
Net income (loss) |
$ |
8,806 |
|
|
$ |
(2,835 |
) |
|
$ |
476 |
|
|
$ |
(3,340 |
) |
|
|
$ |
(34,136 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per
share: |
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.23 |
|
|
$ |
(0.07 |
) |
|
$ |
0.01 |
|
|
$ |
(0.09 |
) |
|
|
|
Diluted |
$ |
0.17 |
|
|
$ |
(0.07 |
) |
|
$ |
0.01 |
|
|
$ |
(0.09 |
) |
|
|
|
Whole Earth Brands, Inc. |
Condensed Consolidated and Combined Statements of Cash
Flows |
(In thousands of dollars) |
(Unaudited) |
|
|
|
|
|
|
|
|
(Successor) |
|
|
(Predecessor) |
|
Nine Months Ended September 30, 2021 |
|
From June 26, 2020 to September 30,
2020 |
|
|
From January 1, 2020 to June 25,
2020 |
Operating
activities |
|
|
|
|
|
|
Net income (loss) |
$ |
476 |
|
|
$ |
(3,340 |
) |
|
|
$ |
(34,136 |
) |
Adjustments to reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
7,191 |
|
|
— |
|
|
|
— |
|
Depreciation |
3,230 |
|
|
797 |
|
|
|
1,334 |
|
Amortization of intangible assets |
13,532 |
|
|
2,841 |
|
|
|
4,927 |
|
Deferred income taxes |
2,210 |
|
|
(3,490 |
) |
|
|
(5,578 |
) |
Asset impairment charges |
— |
|
|
— |
|
|
|
40,600 |
|
Amortization of inventory fair value adjustments |
(882 |
) |
|
8,701 |
|
|
|
— |
|
Non-cash loss on extinguishment of debt |
4,435 |
|
|
— |
|
|
|
— |
|
Change in fair value of warrant liabilities |
425 |
|
|
— |
|
|
|
— |
|
Changes in current assets and liabilities: |
|
|
|
|
|
|
Accounts receivable |
(2,452 |
) |
|
(6,535 |
) |
|
|
7,726 |
|
Inventories |
(4,200 |
) |
|
(3,679 |
) |
|
|
3,576 |
|
Prepaid expenses and other current assets |
(894 |
) |
|
(2,516 |
) |
|
|
3,330 |
|
Accounts payable, accrued liabilities and income taxes |
(16,706 |
) |
|
(5,618 |
) |
|
|
507 |
|
Other, net |
190 |
|
|
124 |
|
|
|
(2,378 |
) |
Net cash provided by (used in)
operating activities |
6,555 |
|
|
(12,715 |
) |
|
|
19,908 |
|
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
|
Capital expenditures |
(7,076 |
) |
|
(2,139 |
) |
|
|
(3,532 |
) |
Acquisitions, net of cash
acquired |
(190,231 |
) |
|
(376,674 |
) |
|
|
— |
|
Proceeds from the sale of
fixed assets |
4,257 |
|
|
— |
|
|
|
— |
|
Transfer from trust
account |
— |
|
|
178,875 |
|
|
|
— |
|
Net cash used in investing
activities |
(193,050 |
) |
|
(199,938 |
) |
|
|
(3,532 |
) |
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
|
Proceeds from revolving credit
facility |
25,000 |
|
|
— |
|
|
|
3,500 |
|
Repayments of revolving credit
facility |
(47,855 |
) |
|
— |
|
|
|
(8,500 |
) |
Long-term borrowings |
375,000 |
|
|
140,000 |
|
|
|
— |
|
Repayments of long-term
borrowings |
(138,376 |
) |
|
(1,750 |
) |
|
|
— |
|
Debt issuance costs |
(11,589 |
) |
|
(7,139 |
) |
|
|
— |
|
Proceeds from sale of common
stock and warrants |
1 |
|
|
75,000 |
|
|
|
— |
|
Tax withholdings related to
net share settlements of stock-based awards |
(115 |
) |
|
— |
|
|
|
— |
|
Funding to Parent, net |
— |
|
|
— |
|
|
|
(11,924 |
) |
Net cash provided by (used in)
financing activities |
202,066 |
|
|
206,111 |
|
|
|
(16,924 |
) |
Whole Earth Brands, Inc. |
Condensed Consolidated and Combined Statements of Cash
Flows (Continued) |
(In thousands of dollars) |
(Unaudited) |
|
|
|
|
|
|
|
|
(Successor) |
|
|
(Predecessor) |
|
Nine Months Ended September 30,
2021 |
|
From June 26, 2020 to September 30,
2020 |
|
|
From January 1, 2020 to June 25,
2020 |
|
|
|
|
|
|
|
Effect of exchange
rate changes on cash and cash equivalents |
1,110 |
|
|
88 |
|
|
|
215 |
|
Net change
in cash and cash equivalents |
16,681 |
|
|
(6,454 |
) |
|
|
(333 |
) |
Cash and cash
equivalents, beginning of period |
16,898 |
|
|
55,535 |
|
|
|
10,395 |
|
Cash and cash equivalents, end of period |
$ |
33,579 |
|
|
$ |
49,081 |
|
|
|
$ |
10,062 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information |
|
|
|
|
|
|
Interest paid |
$ |
15,627 |
|
|
$ |
1,667 |
|
|
|
$ |
798 |
|
Taxes paid, net of refunds |
$ |
3,999 |
|
|
$ |
1,722 |
|
|
|
$ |
2,244 |
|
Supplemental disclosure of non-cash investing |
|
|
|
|
|
|
Non-cash capital expenditures |
$ |
3,796 |
|
|
$ |
— |
|
|
|
$ |
— |
|
Whole Earth Brands, Inc.Adjusted EBITDA
Reconciliation(In thousands of dollars)
(Unaudited) |
|
|
(Successor) |
|
|
(Predecessor) |
|
Three Months Ended September 30, 2021 |
|
Three Months Ended September 30, 2020 |
|
Nine Months Ended September 30, 2021 |
|
From June 26, 2020 to September 30, 2020 |
|
|
From January 1, 2020 to June 25, 2020 |
Product revenues, net |
$ |
128,941 |
|
|
$ |
67,002 |
|
|
$ |
361,259 |
|
|
$ |
71,480 |
|
|
|
$ |
128,328 |
|
Net income (loss) |
$ |
8,806 |
|
|
$ |
(2,835 |
) |
|
$ |
476 |
|
|
$ |
(3,340 |
) |
|
|
$ |
(34,136 |
) |
(Benefit) provision for income taxes |
|
(445 |
) |
|
|
1,684 |
|
|
|
(8,294 |
) |
|
|
1,694 |
|
|
|
|
(3,482 |
) |
Other expense (income) |
|
780 |
|
|
|
170 |
|
|
|
280 |
|
|
|
232 |
|
|
|
|
(801 |
) |
Loss on extinguishment and debt transaction costs |
|
- |
|
|
|
- |
|
|
|
5,513 |
|
|
|
- |
|
|
|
|
- |
|
Interest expense, net |
|
6,553 |
|
|
|
2,045 |
|
|
|
18,027 |
|
|
|
2,161 |
|
|
|
|
238 |
|
Change in fair value of warrant liabilities |
|
(2,178 |
) |
|
|
- |
|
|
|
425 |
|
|
|
- |
|
|
|
|
- |
|
Operating income (loss) |
|
13,516 |
|
|
|
1,064 |
|
|
|
16,427 |
|
|
|
747 |
|
|
|
|
(38,181 |
) |
Depreciation |
|
1,110 |
|
|
|
754 |
|
|
|
3,230 |
|
|
|
797 |
|
|
|
|
1,334 |
|
Amortization of intangible assets |
|
4,675 |
|
|
|
2,700 |
|
|
|
13,532 |
|
|
|
2,841 |
|
|
|
|
4,927 |
|
Asset impairment charges |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
40,600 |
|
Purchase accounting adjustments |
|
(2,608 |
) |
|
|
8,701 |
|
|
|
(882 |
) |
|
|
8,701 |
|
|
|
|
- |
|
Transaction related expenses |
|
- |
|
|
|
214 |
|
|
|
415 |
|
|
|
883 |
|
|
|
|
10,348 |
|
Long term incentive plan |
|
2,711 |
|
|
|
378 |
|
|
|
7,729 |
|
|
|
357 |
|
|
|
|
562 |
|
Non-cash pension expense |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
32 |
|
|
|
|
335 |
|
Severance and related expenses |
|
- |
|
|
|
311 |
|
|
|
- |
|
|
|
367 |
|
|
|
|
1,105 |
|
Public company readiness |
|
555 |
|
|
|
2,183 |
|
|
|
2,358 |
|
|
|
2,213 |
|
|
|
|
569 |
|
Brand introduction costs |
|
- |
|
|
|
207 |
|
|
|
- |
|
|
|
229 |
|
|
|
|
1,131 |
|
Restructuring |
|
- |
|
|
|
- |
|
|
|
4,503 |
|
|
|
- |
|
|
|
|
- |
|
M&A transaction expenses |
|
495 |
|
|
|
- |
|
|
|
10,437 |
|
|
|
- |
|
|
|
|
- |
|
Other items |
|
1,672 |
|
|
|
(12 |
) |
|
|
3,825 |
|
|
|
15 |
|
|
|
|
634 |
|
Adjusted EBITDA |
$ |
22,127 |
|
|
$ |
16,500 |
|
|
$ |
61,574 |
|
|
$ |
17,182 |
|
|
|
$ |
23,366 |
|
|
|
|
|
|
|
|
|
|
|
|
Whole Earth Brands, Inc.Constant Currency
Product Revenues, Net Reconciliation(In thousands
of dollars) |
|
$ in Thousands |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ change |
|
% change |
|
Product revenues, net |
|
2021 |
|
2020 |
|
Reported |
|
|
Constant Dollar |
|
Foreign Exchange (2) |
|
Reported |
|
Constant Dollar |
|
Foreign Exchange |
|
Branded CPG |
|
$ |
102,693 |
|
$ |
41,006 |
|
$ |
61,687 |
|
$ |
61,151 |
|
$ |
536 |
|
150.4 |
% |
|
149.1 |
% |
|
1.3 |
% |
|
Flavors & Ingredients |
|
|
26,248 |
|
|
25,996 |
|
|
252 |
|
|
252 |
|
|
- |
|
1.0 |
% |
|
1.0 |
% |
|
0.0 |
% |
|
Combined |
|
$ |
128,941 |
|
$ |
67,002 |
|
$ |
61,939 |
|
$ |
61,403 |
|
$ |
536 |
|
92.4 |
% |
|
91.6 |
% |
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma Organic(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Branded CPG |
|
$ |
102,693 |
|
$ |
94,972 |
|
$ |
7,721 |
|
$ |
7,185 |
|
$ |
536 |
|
8.1 |
% |
|
7.6 |
% |
|
0.6 |
% |
|
Flavors & Ingredients |
|
|
26,248 |
|
|
25,996 |
|
|
252 |
|
|
252 |
|
|
- |
|
1.0 |
% |
|
1.0 |
% |
|
0.0 |
% |
|
Combined |
|
$ |
128,941 |
|
$ |
120,968 |
|
$ |
7,973 |
|
$ |
7,437 |
|
$ |
536 |
|
6.6 |
% |
|
6.1 |
% |
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ change |
|
% change |
|
Product revenues, net |
|
2021 |
|
2020 |
|
Reported |
|
|
Constant Dollar |
|
Foreign Exchange (2) |
|
Reported |
|
Constant Dollar |
|
Foreign Exchange |
|
Branded CPG |
|
$ |
283,585 |
|
$ |
124,306 |
|
$ |
159,279 |
|
$ |
153,553 |
|
$ |
5,726 |
|
128.1 |
% |
|
123.5 |
% |
|
4.6 |
% |
|
Flavors & Ingredients |
|
|
77,674 |
|
|
75,502 |
|
|
2,172 |
|
|
2,172 |
|
|
- |
|
2.9 |
% |
|
2.9 |
% |
|
0.0 |
% |
|
Combined |
|
$ |
361,259 |
|
$ |
199,808 |
|
$ |
161,451 |
|
$ |
155,725 |
|
$ |
5,726 |
|
80.8 |
% |
|
77.9 |
% |
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma Organic(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Branded CPG |
|
$ |
303,959 |
|
$ |
290,699 |
|
$ |
13,260 |
|
$ |
7,534 |
|
$ |
5,726 |
|
4.6 |
% |
|
2.6 |
% |
|
2.0 |
% |
|
Flavors & Ingredients |
|
|
77,674 |
|
|
75,502 |
|
|
2,172 |
|
|
2,172 |
|
|
- |
|
2.9 |
% |
|
2.9 |
% |
|
0.0 |
% |
|
Combined |
|
$ |
381,633 |
|
$ |
366,201 |
|
$ |
15,432 |
|
$ |
9,706 |
|
$ |
5,726 |
|
4.2 |
% |
|
2.7 |
% |
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Product
revenues, net shown on a like for like basis, including the impact
of both acquisitions for all periods in both the current and prior
year periods |
|
(2) The "foreign
exchange" amounts presented, reflect the estimated impact from
fluctuations in foreign currency exchange rates on product
revenues. |
|
|
|
|
|
|
|
|
|
|
|
|
Whole Earth
Brands, Inc.GAAP to Adjusted EBITDA
Reconciliation(In thousands of
dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2020 |
|
Three Months Ended September 30, 2021 |
|
|
|
|
|
GAAP |
Non-cash adj. |
Cash adj. |
Adjusted EBITDA |
|
GAAP |
Non-cash adj. |
Cash adj. |
Adjusted EBITDA |
|
$ Change |
% Change |
|
Product revenues, net |
$ |
67,002 |
|
$ |
- |
|
$ |
- |
|
$ |
67,002 |
|
|
$ |
128,941 |
|
$ |
- |
|
$ |
- |
|
$ |
128,941 |
|
|
$ |
61,939 |
92.4 |
% |
|
Cost of goods sold |
|
48,357 |
|
|
(9,456 |
) |
|
(207 |
) |
|
38,694 |
|
|
|
85,912 |
|
|
1,255 |
|
|
(1,597 |
) |
|
85,571 |
|
|
|
46,876 |
121.1 |
% |
|
Gross profit |
|
18,645 |
|
|
9,456 |
|
|
207 |
|
|
28,308 |
|
|
|
43,029 |
|
|
(1,255 |
) |
|
1,597 |
|
|
43,370 |
|
|
|
15,063 |
53.2 |
% |
|
Gross profit margin % |
|
27.8 |
% |
|
|
|
42.2 |
% |
|
|
33.4 |
% |
|
|
|
33.6 |
% |
|
|
(8.6 |
%) |
|
Selling, general and administrative expenses |
|
14,881 |
|
|
- |
|
|
(3,073 |
) |
|
11,808 |
|
|
|
24,838 |
|
|
(2,543 |
) |
|
(1,051 |
) |
|
21,244 |
|
|
|
9,436 |
79.9 |
% |
|
Amortization of intangible assets |
|
2,700 |
|
|
(2,700 |
) |
|
- |
|
|
- |
|
|
|
4,675 |
|
|
(4,675 |
) |
|
- |
|
|
- |
|
|
|
- |
- |
|
|
Asset impairment charges |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
- |
|
|
Restructuring and other non-recurring expenses |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
- |
|
|
Operating income |
$ |
1,064 |
|
$ |
12,156 |
|
$ |
3,280 |
|
$ |
16,500 |
|
|
$ |
13,516 |
|
$ |
5,963 |
|
$ |
2,647 |
|
$ |
22,127 |
|
|
$ |
5,627 |
34.1 |
% |
|
Operating margin % |
|
1.6 |
% |
|
|
|
24.6 |
% |
|
|
10.5 |
% |
|
|
|
17.2 |
% |
|
|
(7.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2020 |
|
Nine Months Ended September 30, 2021 |
|
|
|
|
|
GAAP |
Non-cash adj. |
Cash adj. |
Adjusted EBITDA |
|
GAAP |
Non-cash adj. |
Cash adj. |
Adjusted EBITDA |
|
$ Change |
% Change |
|
Product revenues, net |
$ |
199,808 |
|
$ |
- |
|
$ |
- |
|
$ |
199,808 |
|
|
$ |
361,259 |
|
$ |
- |
|
$ |
- |
|
$ |
361,259 |
|
|
$ |
161,451 |
80.8 |
% |
|
Cost of goods sold |
|
128,692 |
|
|
(10,833 |
) |
|
(1,634 |
) |
|
116,225 |
|
|
|
241,224 |
|
|
(2,518 |
) |
|
(2,878 |
) |
|
235,827 |
|
|
|
119,602 |
102.9 |
% |
|
Gross profit |
|
71,116 |
|
|
10,833 |
|
|
1,634 |
|
|
83,583 |
|
|
|
120,035 |
|
|
2,518 |
|
|
2,878 |
|
|
125,432 |
|
|
|
41,849 |
50.1 |
% |
|
Gross profit margin % |
|
35.6 |
% |
|
|
|
41.8 |
% |
|
|
33.2 |
% |
|
|
|
34.7 |
% |
|
|
(7.1 |
%) |
|
Selling, general and administrative expenses |
|
60,182 |
|
|
(367 |
) |
|
(16,780 |
) |
|
43,035 |
|
|
|
85,573 |
|
|
(9,058 |
) |
|
(12,657 |
) |
|
63,858 |
|
|
|
20,823 |
48.4 |
% |
|
Amortization of intangible assets |
|
7,768 |
|
|
(7,768 |
) |
|
- |
|
|
- |
|
|
|
13,532 |
|
|
(13,532 |
) |
|
- |
|
|
- |
|
|
|
- |
- |
|
|
Asset impairment charges |
|
40,600 |
|
|
(40,600 |
) |
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
- |
|
|
Restructuring and other non-recurring expenses |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
4,503 |
|
|
(358 |
) |
|
(4,145 |
) |
|
- |
|
|
|
- |
- |
|
|
Operating income |
$ |
(37,434 |
) |
$ |
59,568 |
|
$ |
18,414 |
|
$ |
40,548 |
|
|
$ |
16,427 |
|
$ |
25,466 |
|
$ |
19,681 |
|
$ |
61,574 |
|
|
$ |
21,026 |
51.9 |
% |
|
Operating margin % |
|
(18.7 |
%) |
|
|
|
20.3 |
% |
|
|
4.5 |
% |
|
|
|
17.0 |
% |
|
|
(3.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note – The nine months ended September 30, 2020
combines the successor period from June 26, 2020 through September
30, 2020 and the predecessor period from January 1, 2020 through
June 25, 2020.
|
Whole Earth
Brands, Inc.Adjustments to Operating Income by
Income Statement Line and Nature(In thousands of
dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2020 |
|
Three Months Ended September 30, 2021 |
|
Non-Cash adjustments |
Cost of Goods Sold |
SG&A |
Amort. Of Intangibles |
Asset impair-ment |
Restruct-uring |
Operating Income |
|
Cost of Goods Sold |
SG&A |
Amort. Of Intangibles |
Asset impair-ment |
Restruct-uring |
Operating Income |
|
Depreciation |
$ |
754 |
$ |
- |
|
$ |
- |
$ |
- |
$ |
- |
$ |
754 |
|
|
$ |
925 |
|
$ |
185 |
|
$ |
- |
$ |
- |
|
$ |
- |
$ |
1,110 |
|
|
Amortization of intangible assets |
|
- |
|
- |
|
|
2,700 |
|
- |
|
- |
|
2,700 |
|
|
|
- |
|
|
- |
|
|
4,675 |
|
- |
|
|
- |
|
4,675 |
|
|
Asset impairment charges |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Restructuring |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Non-cash pension expense |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Long term incentive plan |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
375 |
|
|
2,336 |
|
|
- |
|
- |
|
|
- |
|
2,711 |
|
|
Purchase accounting costs |
|
8,701 |
|
- |
|
|
- |
|
- |
|
- |
|
8,701 |
|
|
|
(2,608 |
) |
|
- |
|
|
- |
|
- |
|
|
- |
|
(2,608 |
) |
|
Other items |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
53 |
|
|
22 |
|
|
- |
|
- |
|
|
- |
|
75 |
|
|
Total non-cash adjustments |
$ |
9,456 |
$ |
- |
|
$ |
2,700 |
$ |
- |
$ |
- |
$ |
12,156 |
|
|
$ |
(1,255 |
) |
$ |
2,543 |
|
$ |
4,675 |
$ |
- |
|
$ |
- |
$ |
5,963 |
|
|
Cash adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Long term incentive plan |
|
- |
|
378 |
|
|
- |
|
- |
|
- |
|
378 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Transaction related expenses |
|
- |
|
214 |
|
|
- |
|
- |
|
- |
|
214 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Severance and related expenses |
|
- |
|
311 |
|
|
- |
|
- |
|
- |
|
311 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Public company readiness |
|
- |
|
2,183 |
|
|
- |
|
- |
|
- |
|
2,183 |
|
|
|
- |
|
|
555 |
|
|
- |
|
- |
|
|
- |
|
555 |
|
|
Brand introduction costs |
|
207 |
|
- |
|
|
- |
|
- |
|
- |
|
207 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
M&A transaction expenses |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
495 |
|
|
- |
|
- |
|
|
- |
|
495 |
|
|
Other items |
|
- |
|
(12 |
) |
|
- |
|
- |
|
- |
|
(12 |
) |
|
|
1,597 |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
1,597 |
|
|
Total cash adjustments |
$ |
207 |
$ |
3,073 |
|
$ |
- |
$ |
- |
$ |
- |
$ |
3,280 |
|
|
$ |
1,597 |
|
$ |
1,051 |
|
$ |
- |
$ |
- |
|
$ |
- |
$ |
2,647 |
|
|
Total adjustments |
$ |
9,663 |
$ |
3,073 |
|
$ |
2,700 |
$ |
- |
$ |
- |
$ |
15,436 |
|
|
$ |
341 |
|
$ |
3,594 |
|
$ |
4,675 |
$ |
- |
|
$ |
- |
$ |
8,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2020 |
|
Nine Months Ended September 30, 2021 |
|
Non-Cash adjustments |
Cost of Goods Sold |
SG&A |
Amort. Of Intangibles |
Asset impair-ment |
Restruct-uring |
Operating Income |
|
Cost of Goods Sold |
SG&A |
Amort. Of Intangibles |
Asset impair-ment |
Restruct-uring |
Operating Income |
|
Depreciation |
$ |
2,131 |
$ |
- |
|
$ |
- |
$ |
- |
$ |
- |
$ |
2,131 |
|
|
$ |
2,985 |
|
$ |
245 |
|
$ |
- |
$ |
- |
|
$ |
- |
$ |
3,230 |
|
|
Amortization of intangible assets |
|
- |
|
- |
|
|
7,768 |
|
- |
|
- |
|
7,768 |
|
|
|
- |
|
|
- |
|
|
13,532 |
|
- |
|
|
- |
|
13,532 |
|
|
Asset impairment charges |
|
- |
|
- |
|
|
- |
|
40,600 |
|
- |
|
40,600 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Restructuring |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
358 |
|
358 |
|
|
Non-cash pension expense |
|
- |
|
367 |
|
|
- |
|
- |
|
- |
|
367 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Long term incentive plan |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
274 |
|
|
7,551 |
|
|
- |
|
- |
|
|
- |
|
7,826 |
|
|
Purchase accounting costs |
|
8,701 |
|
- |
|
|
- |
|
- |
|
- |
|
8,701 |
|
|
|
(882 |
) |
|
- |
|
|
- |
|
- |
|
|
- |
|
(882 |
) |
|
Other items |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
141 |
|
|
1,262 |
|
|
- |
|
- |
|
|
- |
|
1,403 |
|
|
Total non-cash adjustments |
$ |
10,833 |
$ |
367 |
|
$ |
7,768 |
$ |
40,600 |
$ |
- |
$ |
59,568 |
|
|
$ |
2,518 |
|
$ |
9,058 |
|
$ |
13,532 |
$ |
- |
|
$ |
358 |
$ |
25,466 |
|
|
Cash adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
4,145 |
|
4,145 |
|
|
Long term incentive plan |
|
47 |
|
872 |
|
|
- |
|
- |
|
- |
|
919 |
|
|
|
(22 |
) |
|
(75 |
) |
|
- |
|
- |
|
|
- |
|
(97 |
) |
|
Transaction related expenses |
|
- |
|
11,231 |
|
|
- |
|
- |
|
- |
|
11,231 |
|
|
|
- |
|
|
415 |
|
|
- |
|
- |
|
|
- |
|
415 |
|
|
Severance and related expenses |
|
- |
|
1,472 |
|
|
- |
|
- |
|
- |
|
1,472 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
Public company readiness |
|
- |
|
2,782 |
|
|
- |
|
- |
|
- |
|
2,782 |
|
|
|
- |
|
|
2,358 |
|
|
- |
|
- |
|
|
- |
|
2,358 |
|
|
Brand introduction costs |
|
1,360 |
|
- |
|
|
- |
|
- |
|
- |
|
1,360 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
- |
|
- |
|
|
M&A transaction expenses |
|
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
10,437 |
|
|
- |
|
- |
|
|
- |
|
10,437 |
|
|
Other items |
|
227 |
|
422 |
|
|
- |
|
- |
|
- |
|
649 |
|
|
|
2,900 |
|
|
(477 |
) |
|
- |
|
- |
|
|
- |
|
2,423 |
|
|
Total cash adjustments |
$ |
1,634 |
$ |
16,780 |
|
$ |
- |
$ |
- |
$ |
- |
$ |
18,414 |
|
|
$ |
2,878 |
|
$ |
12,657 |
|
$ |
- |
$ |
- |
|
$ |
4,145 |
$ |
19,681 |
|
|
Total adjustments |
$ |
12,467 |
$ |
17,147 |
|
$ |
7,768 |
$ |
40,600 |
$ |
- |
$ |
77,982 |
|
|
$ |
5,397 |
|
$ |
21,715 |
|
$ |
13,532 |
$ |
- |
|
$ |
4,503 |
$ |
45,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note – The nine months ended September 30, 2020 combines the
successor period from June 26, 2020 through September 30, 2020 and
the predecessor period from January 1, 2020 through June 25,
2020.
Non-cash adjustments: The Adjusted EBITDA
reconciliation includes certain transactions that are non-cash in
nature. Such items include depreciation, amortization of
intangibles, asset impairment charges, non-cash pension expense,
long-term incentive plan expenses (stock based compensation) and
purchase accounting adjustments.
Cash adjustments: The Adjusted EBITDA
reconciliation includes certain transactions that are one-off,
non-recurring in nature, but have been or will be settled in
cash.
Whole Earth Brands (NASDAQ:FREE)
Historical Stock Chart
From Jul 2024 to Jul 2024
Whole Earth Brands (NASDAQ:FREE)
Historical Stock Chart
From Jul 2023 to Jul 2024