Whole Earth Brands, Inc. (the “Company” or “we” or “our”) (Nasdaq:
FREE), a global food company enabling healthier lifestyles through
premium plant-based sweeteners, flavor enhancers and other foods,
today announced its financial results for its fourth quarter and
full year ended December 31, 2022. The Company also provided 2023
guidance.
Full Year Highlights
-
Reported consolidated revenue growth of 9.0%, including a full year
of the Wholesome acquisition compared to approximately 11 months in
the prior year. Constant currency consolidated revenue grew
11.6%
-
Pro forma organic constant currency consolidated revenue grew 7.1%,
driven by a 6.4% increase in price and a 0.7% increase in
volume
-
Branded CPG pro forma organic constant currency revenue growth of
5.8% compared to 2021, driven primarily by strong pricing
growth
-
Flavors & Ingredients constant currency revenue growth of 12.5%
compared to 2021, driven by a combination of strong volume growth
and increased pricing
-
Operating loss of $24.6 million, due to a fourth quarter $46.5
million non-cash asset impairment charge
-
Adjusted EBITDA of $79.2 million
Fourth Quarter Highlights
-
Reported consolidated revenue growth of 4.7%. Constant currency
consolidated revenue grew 7.0%, driven by a 7.8% increase in
price
-
Branded CPG constant currency revenue growth of 6.0% compared to
2021, driven primarily by strong pricing growth
-
Flavors & Ingredients constant currency revenue growth of 11.0%
compared to 2021, driven by a combination of strong volume growth
and increased pricing
-
Operating loss of $46.2 million, driven by a $46.5 million non-cash
asset impairment charge
-
Adjusted EBITDA of $20.2 million and free cash flow of $9.5 million
(defined as cash provided by operating activities less capital
expenditures)
|
|
Full Year Net Product Revenue Growth Overview |
|
|
Reported |
|
Foreign Currency Exchange |
|
Constant Currency |
Branded CPG |
|
8.6% |
|
(2.7)% |
|
11.3% |
Flavors &
Ingredients |
10.3% |
|
(2.2)% |
|
12.5% |
Total |
|
9.0% |
|
(2.6)% |
|
11.6% |
|
|
|
|
|
|
|
|
|
Fourth Quarter Net Product Revenue Growth
Overview |
|
|
Reported |
|
Foreign Currency Exchange |
|
Constant Currency |
Branded CPG |
|
3.6% |
|
(2.3)% |
|
6.0% |
Flavors &
Ingredients |
8.6% |
|
(2.4)% |
|
11.0% |
Total |
|
4.7% |
|
(2.4)% |
|
7.0% |
|
|
|
|
|
|
|
“We are pleased to deliver double digit constant
currency revenue growth and meet our initial revenue guidance for
full year 2022, despite navigating temporary supply shortages,”
stated Irwin D. Simon, Executive Chairman. “Looking ahead, we are
excited about the leadership that our Interim CEO, Michael
Franklin, is bringing to the organization and I look forward to
working together to drive profitable growth and achieve our
long-term objectives. We continue to feel great about the
opportunities that lie ahead for Whole Earth with our leading
portfolio of better-for-you brands and the innovation that we are
bringing to the market.”
Michael Franklin, Interim Chief Executive
Officer, commented, “I have great conviction in this Company – it
is a business with great people, great brands and immense potential
to create significant value for shareholders. My near-term
priorities have been focused on putting a plan in place to improve
our operations from which we can deliver sustained profitable
growth. Looking ahead to the balance of 2023, we see this as a year
of stability and evolution. We are working intensely to use the
tools at our disposal and implement new capabilities to rebuild our
margin through greater efficiency of our global operation. I am
confident that our business strategy is on track, but I also
believe that it is prudent to take the opportunity to make some
select reinvestments in our organization, including our people and
our brands. It is imperative that we repair our margin profile as
it is the primary means by which we will generate higher growth of
operating cash flows, which in turn will allow us to de-lever the
business and position the business to take advantage of the
multitude of consolidation opportunities that we see in the
marketplace today.”
FOURTH QUARTER 2022 RESULTS
-
Consolidated product revenues were $138.9 million, an increase of
4.7% on a reported basis and 7.0% on a constant currency basis, as
compared to the prior year fourth quarter. The increase was
primarily driven by pricing actions. A stronger US dollar reduced
reported consolidated product revenues by approximately $3.1
million, or 2.4%, versus the prior year quarter.
-
Reported gross profit was $28.3 million, compared to $38.7 million
in the prior year fourth quarter. The decrease was largely driven
by cost inflation and costs associated with the supply chain
reinvention project, as well as the prior year included $2.5
million of favorable non-cash purchase accounting adjustments
related to inventory revaluations that did not re-occur, partially
offset by pricing actions. Adjusted gross profit was $40.1 million,
compared to $45.2 million in the prior year fourth quarter.
-
Reported gross profit margin was 20.4% in the fourth quarter of
2022, compared to 29.2% in the prior year period. Adjusted gross
profit margin was 28.9%, compared to 34.0% in the prior year fourth
quarter. The decrease in adjusted gross profit margin is primarily
the result of cost inflation in excess of realized price
increases.
-
Consolidated operating loss was $46.2 million compared to operating
income of $6.4 million in the prior year fourth quarter primarily
due to a $46.5 million non-cash asset impairment charge, cost
inflation and increased costs associated with the supply chain
reinvention project.
-
Consolidated net loss was $60.3 million in the fourth quarter of
2022 compared to a net loss of $0.4 million in the prior year
period due to the decline in operating profit as well as increased
interest expense.
-
Consolidated Adjusted EBITDA was $20.2 million compared to $20.6
million in the prior year quarter. The decrease was primarily due
to an unfavorable foreign currency impact of $0.9 million due to
the strengthening US dollar. Excluding the foreign currency impact,
Consolidated Adjusted EBITDA increased 2.4%.
SEGMENT RESULTS
Branded CPG SegmentBranded CPG
segment product revenues increased $3.8 million, or 3.6%, to $109.4
million for the fourth quarter of 2022, compared to $105.6 million
for the same period in the prior year, primarily due to higher
pricing, partially offset by the impact of unfavorable foreign
currency exchange rates. On a constant currency basis, segment
product revenues increased 6.0% compared to the prior year driven
primarily by pricing actions. Volume was down 2.4% primarily due to
the discontinuance of certain private label SKUs at the beginning
of the year. Excluding the impact of this SKU rationalization,
Branded CPG volume was essentially flat versus the prior year
quarter.
Operating loss was $47.7 million in the fourth
quarter of 2022 compared to operating income of $4.4 million for
the same period in the prior year. The decrease was primarily due
to a $46.5 million non-cash goodwill impairment charge, costs
associated with the Company’s supply chain reinvention project, the
impact of cost inflation, and an unfavorable impact from a stronger
US dollar, partially offset by price increases.
The Company determined that the carrying values
of the North America and LATAM reporting units within Branded CPG
exceeded their respective fair values and as a result, the Company
recognized non-cash goodwill impairment charges of $42.5 million
related to the North America reporting unit and $4.0 million
related to the LATAM reporting unit.
Flavors & Ingredients
SegmentFlavors & Ingredients segment product revenues
increased 8.6% to $29.5 million for the fourth quarter of 2022,
compared to $27.1 million for the same period in the prior year. On
a constant currency basis, segment product revenues increased 11.0%
compared to the prior year primarily due to strong volume growth of
5.6% driven by growth in licorice extracts and pure derivatives
resulting from the Company’s commercial expansion and innovation
efforts and 5.4% growth from pricing actions.
Operating income was $8.4 million in the fourth
quarter of 2022, compared to $7.6 million in the prior year period.
The increase was primarily due to revenue gains, partially offset
by $2.5 million of favorable non-cash purchase accounting
adjustments related to inventory revaluations in the prior year
period that did not re-occur in the current quarter.
CorporateCorporate expenses for
the fourth quarter of 2022 were $6.9 million, compared to $5.7
million of expenses in the prior year period.
FULL YEAR 2022 HIGHLIGHTS
The Company’s reported consolidated financials
reflect the completed acquisition of Wholesome on February 5, 2021,
from that date. Proforma comparisons include the impact of this
acquisition for both the current and prior year periods.
-
Consolidated product revenues were $538.3 million, an increase of
9.0% on a reported basis, as compared to the full year 2021. On a
proforma basis, organic constant currency product revenue increased
7.1% compared to the prior year period.
-
Consolidated operating loss was $24.6 million compared to operating
income of $22.8 million in the prior year period.
-
Consolidated Adjusted EBITDA decreased $3.0 million, or 3.7%, to
$79.2 million primarily due to $3.9 million of unfavorable foreign
currency.
BALANCE SHEET
As of December 31, 2022, the Company had cash
and cash equivalents of $28.7 million and $432.2 million of
long-term debt, net of unamortized debt issuance costs. The Company
increased its borrowings under the revolving credit facility in
2022 to fund a portion of the Wholesome earnout payment in the
first quarter of 2022. At December 31, 2022, there was $76 million
drawn on its $125 million revolving credit facility.
Cash used in operating activities was $5.8
million for the year ended December 31, 2022. Cash used in
operating activities is primarily due to increased investment in
net working capital and higher interest payments. The increase in
working capital included increased inventory balances influenced by
cost inflation, higher levels of safety stock to enable improved
customer service levels and timing.
OUTLOOK
The Company is providing its outlook for full
year 2023. The Company’s 2023 outlook is as follows:
-
Net Product Revenues: $550 million to $565 million representing
reported growth of 2% to 5%
-
Adjusted EBITDA: $76 million to $78 million
-
Capital Expenditures: Approximately $9 million
The outlook is provided in the context of
greater than usual volatility as a result of current geo-political
events, the on-going COVID-19 pandemic, the current inflationary
environment and foreign currency exchange rate fluctuations.
CONFERENCE CALL DETAILS
The Company will host a conference call and
webcast to review its fourth quarter and full year results today,
March 13, 2023, at 8:30 am ET. The conference call can be accessed
live over the phone by dialing (877) 704-4453 or for international
callers by dialing (201) 389-0920. A replay of the call will be
available until March 27, 2023, by dialing (844) 512-2921 or for
international callers by dialing (412) 317-6671; the passcode is
13736056.
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 high quality
plant-based sweeteners, flavor enhancers and other foods through
our diverse portfolio of trusted brands and delicious products,
including Whole Earth®, Pure Via®, Wholesome®, Swerve®, Canderel®
and Equal®. 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 Franklin, and our 2023 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 ongoing conflict in Ukraine and related economic disruptions
and new governmental regulations on our business, including but not
limited to the potential impact on our sales, operations and supply
chain; adverse changes in the global or regional general business,
political and economic conditions, including the impact of
continuing uncertainty and instability in certain countries, that
could affect our global markets and the potential adverse economic
impact and related uncertainty caused by these items; 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; the impact of the COVID-19 pandemic
on the Company’s suppliers, including disruptions and
inefficiencies in the supply chain; and the Company’s ability to
offset rising costs through pricing and productivity
effectively.
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
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
productivity initiatives, public company readiness, M&A
transaction expenses, supply chain reinvention costs 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 prior 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. 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 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 allows
for more meaningful comparability of our operating results.
-
Transaction-related expenses: We exclude transaction-related
expenses including transaction bonuses. We believe that the
adjustments of these items allows for more meaningful comparability
of our operating results.
- 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 allows for more meaningful comparability of our operating
results.
- 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 allows for more meaningful
comparability of our operating results.
- 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 allows for more meaningful
comparability of our operating results.
- 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 allows for more
meaningful comparability of our operating results.
- Restructuring:
To measure operating performance, we exclude restructuring costs.
We believe that the adjustments of these items allows for more
meaningful comparability of our operating results.
- 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 allows for
more meaningful comparability of our operating results.
- Supply chain
reinvention: To measure operating performance, we exclude certain
one-time and other costs associated with reorganizing our North
America Branded CPG operations and facilities in connection with
our supply chain reinvention program, which will drive long-term
productivity and cost savings. These costs include incremental
expenses such as hiring, training and other temporary costs
primarily related to taking control over production that was
previously outsourced to a contract manufacturer. We believe that
the adjustments of these items allows for more meaningful
comparability of our operating results.
- Other items: To
measure operating performance, we exclude certain expenses and
include certain gains that we believe are not 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. These items include, but are not limited
to, stock-based compensation expense and acquisition-related
charges. 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.
Whole Earth Brands,
Inc.Consolidated Balance
Sheets(In thousands of dollars, except for share
and per share data)(Unaudited)
|
December 31, 2022 |
|
December 31, 2021 |
Assets |
|
|
|
Current
Assets |
|
|
|
Cash and cash equivalents |
$ |
28,676 |
|
|
$ |
28,296 |
|
Accounts receivable (net of allowances of $1,614 and $1,285,
respectively) |
|
66,653 |
|
|
|
69,590 |
|
Inventories |
|
218,975 |
|
|
|
212,930 |
|
Prepaid expenses and other current assets |
|
10,530 |
|
|
|
7,585 |
|
Total current assets |
|
324,834 |
|
|
|
318,401 |
|
|
|
|
|
Property, Plant and
Equipment, net |
|
58,092 |
|
|
|
58,503 |
|
|
|
|
|
Other
Assets |
|
|
|
Operating lease right-of-use assets |
|
18,238 |
|
|
|
26,444 |
|
Goodwill |
|
193,139 |
|
|
|
242,661 |
|
Other intangible assets, net |
|
245,376 |
|
|
|
266,939 |
|
Deferred tax assets, net |
|
539 |
|
|
|
1,993 |
|
Other assets |
|
8,785 |
|
|
|
7,638 |
|
Total Assets |
$ |
849,003 |
|
|
$ |
922,579 |
|
|
|
|
|
Liabilities and
Stockholders’ Equity |
|
|
|
Current
Liabilities |
|
|
|
Accounts payable |
$ |
47,002 |
|
|
$ |
55,182 |
|
Accrued expenses and other current liabilities |
|
27,488 |
|
|
|
30,733 |
|
Contingent consideration payable |
|
— |
|
|
|
54,113 |
|
Current portion of operating lease liabilities |
|
8,804 |
|
|
|
7,950 |
|
Current portion of long-term debt |
|
3,750 |
|
|
|
3,750 |
|
Total current liabilities |
|
87,044 |
|
|
|
151,728 |
|
Non-Current
Liabilities |
|
|
|
Long-term debt |
|
432,172 |
|
|
|
383,484 |
|
Warrant liabilities |
|
216 |
|
|
|
2,053 |
|
Deferred tax liabilities, net |
|
32,585 |
|
|
|
35,090 |
|
Operating lease liabilities, less current portion |
|
12,664 |
|
|
|
22,575 |
|
Other liabilities |
|
9,771 |
|
|
|
13,778 |
|
Total Liabilities |
|
574,452 |
|
|
|
608,708 |
|
Commitments and
Contingencies |
|
— |
|
|
|
— |
|
Stockholders’
Equity |
|
|
|
Preferred shares, $0.0001 par value; 1,000,000 shares authorized;
none issued and outstanding |
|
— |
|
|
|
— |
|
Common stock, $0.0001 par value; 220,000,000 shares authorized;
41,994,355 and 38,871,646 shares issued and outstanding at
December 31, 2022 and December 31, 2021,
respectively |
|
4 |
|
|
|
4 |
|
Additional paid-in capital |
|
360,777 |
|
|
|
330,616 |
|
Accumulated deficit |
|
(85,188 |
) |
|
|
(26,436 |
) |
Accumulated other comprehensive (loss) income |
|
(1,042 |
) |
|
|
9,687 |
|
Total stockholders’ equity |
|
274,551 |
|
|
|
313,871 |
|
Total Liabilities and Stockholders’ Equity |
$ |
849,003 |
|
|
$ |
922,579 |
|
Whole Earth Brands,
Inc.Consolidated Statements of
Operations(In thousands of dollars, except for per
share data)(Unaudited)
|
Three Months Ended |
|
Year Ended |
|
December 31,2022 |
|
December 31,2021 |
|
December 31,2022 |
|
December 31,2021 |
Product revenues, net |
$ |
138,897 |
|
|
$ |
132,714 |
|
|
$ |
538,272 |
|
|
$ |
493,973 |
|
Cost of goods sold |
|
110,574 |
|
|
|
93,994 |
|
|
|
398,060 |
|
|
|
335,218 |
|
Gross profit |
|
28,323 |
|
|
|
38,720 |
|
|
|
140,212 |
|
|
|
158,755 |
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses |
|
23,421 |
|
|
|
27,568 |
|
|
|
99,735 |
|
|
|
113,141 |
|
Amortization of intangible
assets |
|
4,625 |
|
|
|
4,763 |
|
|
|
18,623 |
|
|
|
18,295 |
|
Asset impairment charges |
|
46,500 |
|
|
|
— |
|
|
|
46,500 |
|
|
|
— |
|
Restructuring and other
expenses |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,503 |
|
|
|
|
|
|
|
|
|
Operating (loss) income |
|
(46,223 |
) |
|
|
6,389 |
|
|
|
(24,646 |
) |
|
|
22,816 |
|
|
|
|
|
|
|
|
|
Change in fair value of
warrant liabilities |
|
(8 |
) |
|
|
454 |
|
|
|
1,232 |
|
|
|
29 |
|
Interest expense, net |
|
(9,926 |
) |
|
|
(6,562 |
) |
|
|
(30,600 |
) |
|
|
(24,589 |
) |
Loss on extinguishment and debt transaction costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,513 |
) |
Other (expense) income,
net |
|
(1,694 |
) |
|
|
476 |
|
|
|
1,051 |
|
|
|
196 |
|
(Loss) income before income
taxes |
|
(57,851 |
) |
|
|
757 |
|
|
|
(52,963 |
) |
|
|
(7,061 |
) |
Provision (benefit) for income
taxes |
|
2,432 |
|
|
|
1,150 |
|
|
|
5,789 |
|
|
|
(7,144 |
) |
Net (loss) income |
$ |
(60,283 |
) |
|
$ |
(393 |
) |
|
$ |
(58,752 |
) |
|
$ |
83 |
|
|
|
|
|
|
|
|
|
Net (loss) earnings per
share: |
|
|
|
|
|
|
|
Basic |
$ |
(1.44 |
) |
|
$ |
(0.01 |
) |
|
$ |
(1.42 |
) |
|
$ |
0.00 |
|
Diluted |
$ |
(1.44 |
) |
|
$ |
(0.01 |
) |
|
$ |
(1.42 |
) |
|
$ |
0.00 |
|
Whole Earth Brands,
Inc.Consolidated and Combined Statements of Cash
Flows(In thousands of
dollars)(Unaudited)
|
(Successor) |
|
|
(Predecessor) |
|
Year Ended December 31, 2022 |
|
Year Ended December 31, 2021 |
|
From June 26, 2020 to December 31, 2020 |
|
|
From January 1, 2020 toJune 25,
2020 |
Operating
activities |
|
|
|
|
|
|
|
|
Net (loss) income |
$ |
(58,752 |
) |
|
$ |
83 |
|
|
$ |
(8,437 |
) |
|
|
$ |
(34,136 |
) |
Adjustments to reconcile net (loss) income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Stock-based compensation |
|
4,933 |
|
|
|
8,715 |
|
|
|
1,262 |
|
|
|
|
— |
|
Depreciation |
|
6,001 |
|
|
|
4,727 |
|
|
|
1,652 |
|
|
|
|
1,334 |
|
Amortization of intangible assets |
|
18,623 |
|
|
|
18,295 |
|
|
|
6,021 |
|
|
|
|
4,927 |
|
Deferred income taxes |
|
(456 |
) |
|
|
(12,300 |
) |
|
|
(2,842 |
) |
|
|
|
(5,578 |
) |
Asset impairment charges |
|
46,500 |
|
|
|
— |
|
|
|
— |
|
|
|
|
40,600 |
|
Amortization of inventory fair value adjustments |
|
(2,537 |
) |
|
|
(3,396 |
) |
|
|
12,613 |
|
|
|
|
— |
|
Non-cash loss on extinguishment of debt |
|
— |
|
|
|
4,435 |
|
|
|
— |
|
|
|
|
— |
|
Amortization of debt issuance costs and original
issue discount |
|
1,982 |
|
|
|
1,783 |
|
|
|
762 |
|
|
|
|
— |
|
Change in fair value of warrant liabilities |
|
(1,232 |
) |
|
|
(29 |
) |
|
|
— |
|
|
|
|
— |
|
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
1,222 |
|
|
|
964 |
|
|
|
(4,554 |
) |
|
|
|
7,726 |
|
Inventories |
|
(7,684 |
) |
|
|
(22,957 |
) |
|
|
(5,305 |
) |
|
|
|
3,576 |
|
Prepaid expenses and other current assets |
|
201 |
|
|
|
(1,030 |
) |
|
|
(2,066 |
) |
|
|
|
3,330 |
|
Accounts payable, accrued liabilities and income taxes |
|
(11,574 |
) |
|
|
12,050 |
|
|
|
(7,939 |
) |
|
|
|
507 |
|
Other, net |
|
(3,037 |
) |
|
|
(1,858 |
) |
|
|
(612 |
) |
|
|
|
(2,378 |
) |
Net cash (used in) provided by
operating activities |
|
(5,810 |
) |
|
|
9,482 |
|
|
|
(9,445 |
) |
|
|
|
19,908 |
|
|
|
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
|
|
|
Capital expenditures |
|
(8,887 |
) |
|
|
(12,198 |
) |
|
|
(4,489 |
) |
|
|
|
(3,532 |
) |
Acquisitions, net of cash
acquired |
|
— |
|
|
|
(190,231 |
) |
|
|
(456,508 |
) |
|
|
|
— |
|
Proceeds from sale of fixed
assets |
|
468 |
|
|
|
4,516 |
|
|
|
— |
|
|
|
|
— |
|
Transfer from trust
account |
|
— |
|
|
|
— |
|
|
|
178,875 |
|
|
|
|
— |
|
Net cash used in investing
activities |
|
(8,419 |
) |
|
|
(197,913 |
) |
|
|
(282,122 |
) |
|
|
|
(3,532 |
) |
|
|
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
|
|
|
Proceeds from revolving credit
facility |
|
54,000 |
|
|
|
25,000 |
|
|
|
47,855 |
|
|
|
|
3,500 |
|
Repayments of revolving credit
facility |
|
(3,000 |
) |
|
|
(47,855 |
) |
|
|
— |
|
|
|
|
(8,500 |
) |
Long-term borrowings |
|
— |
|
|
|
375,000 |
|
|
|
140,000 |
|
|
|
|
— |
|
Repayments of long-term
borrowings |
|
(3,750 |
) |
|
|
(139,314 |
) |
|
|
(3,500 |
) |
|
|
|
— |
|
Debt issuance costs |
|
(719 |
) |
|
|
(11,589 |
) |
|
|
(7,139 |
) |
|
|
|
— |
|
Payment of contingent
consideration |
|
(29,108 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Proceeds from sale of common
stock and warrants |
|
— |
|
|
|
1 |
|
|
|
75,000 |
|
|
|
|
— |
|
Tax withholdings related to
net share settlements of stock-based awards |
|
(898 |
) |
|
|
(1,913 |
) |
|
|
— |
|
|
|
|
— |
|
Funding to Parent, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
(11,924 |
) |
Net cash provided by (used in)
financing activities |
|
16,525 |
|
|
|
199,330 |
|
|
|
252,216 |
|
|
|
|
(16,924 |
) |
Whole Earth Brands,
Inc.Consolidated and Combined Statements of Cash
Flows (Continued)(In thousands of
dollars)(Unaudited)
|
(Successor) |
|
|
(Predecessor) |
|
Year Ended December 31, 2022 |
|
Year Ended December 31, 2021 |
|
From June 26, 2020 to December 31, 2020 |
|
|
From January 1, 2020 toJune 25,
2020 |
|
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash and cash equivalents |
|
(1,916 |
) |
|
|
499 |
|
|
714 |
|
|
|
|
215 |
|
Net change in cash and
cash equivalents |
|
380 |
|
|
|
11,398 |
|
|
(38,637 |
) |
|
|
|
(333 |
) |
Cash and cash equivalents,
beginning of period |
|
28,296 |
|
|
|
16,898 |
|
|
55,535 |
|
|
|
|
10,395 |
|
Cash and cash equivalents, end
of period |
$ |
28,676 |
|
|
$ |
28,296 |
|
$ |
16,898 |
|
|
|
$ |
10,062 |
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information |
|
|
|
|
|
|
|
|
Interest paid |
$ |
28,386 |
|
|
$ |
21,203 |
|
$ |
3,328 |
|
|
|
$ |
798 |
|
Taxes paid, net of refunds |
$ |
9,113 |
|
|
$ |
4,523 |
|
$ |
3,091 |
|
|
|
$ |
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)
|
|
|
|
|
|
|
|
|
|
Three Months EndedDecember 31, 2022 |
|
Three Months EndedDecember 31, 2021 |
|
Twelve Months EndedDecember 31, 2022 |
|
Twelve Months EndedDecember 31, 2021 |
|
Product revenues, net |
$ |
138,897 |
|
|
$ |
132,714 |
|
|
$ |
538,272 |
|
|
$ |
493,973 |
|
|
Net
(loss) income |
$ |
(60,283 |
) |
|
$ |
(393 |
) |
|
$ |
(58,752 |
) |
|
$ |
83 |
|
|
Provision (benefit) for income taxes |
|
2,432 |
|
|
|
1,150 |
|
|
|
5,789 |
|
|
|
(7,144 |
) |
|
Other expense (income), net |
|
1,694 |
|
|
|
(476 |
) |
|
|
(1,051 |
) |
|
|
(196 |
) |
|
Loss
on extinguishment and debt transaction costs |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,513 |
|
|
Interest expense, net |
|
9,926 |
|
|
|
6,562 |
|
|
|
30,600 |
|
|
|
24,589 |
|
|
Change in fair value of warrant liabilities |
|
8 |
|
|
|
(454 |
) |
|
|
(1,232 |
) |
|
|
(29 |
) |
|
Operating (loss) income |
|
(46,223 |
) |
|
|
6,389 |
|
|
|
(24,646 |
) |
|
|
22,816 |
|
|
Depreciation |
|
1,677 |
|
|
|
1,497 |
|
|
|
6,001 |
|
|
|
4,727 |
|
|
Amortization of intangible assets |
|
4,625 |
|
|
|
4,763 |
|
|
|
18,623 |
|
|
|
18,295 |
|
|
Asset impairment charges |
|
46,500 |
|
|
|
- |
|
|
|
46,500 |
|
|
|
- |
|
|
Purchase accounting adjustments |
|
- |
|
|
|
(2,514 |
) |
|
|
(2,537 |
) |
|
|
(3,396 |
) |
|
Transaction related expenses |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
415 |
|
|
Long
term incentive plan |
|
2,806 |
|
|
|
1,694 |
|
|
|
7,763 |
|
|
|
9,423 |
|
|
Severance and related expenses |
|
334 |
|
|
|
- |
|
|
|
1,381 |
|
|
|
- |
|
|
Non-cash pension expense |
|
198 |
|
|
|
237 |
|
|
|
228 |
|
|
|
237 |
|
|
Public company readiness |
|
- |
|
|
|
945 |
|
|
|
- |
|
|
|
3,303 |
|
|
Restructuring |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,503 |
|
|
M&A transaction expenses |
|
- |
|
|
|
519 |
|
|
|
723 |
|
|
|
10,956 |
|
|
Supply chain reinvention |
|
9,508 |
|
|
|
6,169 |
|
|
|
22,842 |
|
|
|
7,931 |
|
|
Other items |
|
762 |
|
|
|
933 |
|
|
|
2,289 |
|
|
|
2,996 |
|
|
Adjusted EBITDA |
$ |
20,187 |
|
|
$ |
20,632 |
|
|
$ |
79,167 |
|
|
$ |
82,206 |
|
|
|
|
|
|
|
|
|
|
|
Whole Earth Brands,
Inc.Constant Currency Product Revenues, Net
Reconciliation(In thousands of
dollars)(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ change |
|
% change |
|
Product revenues, net |
|
2022 |
|
2021 |
Reported |
ConstantDollar |
ForeignExchange (2) |
|
Reported |
ConstantDollar |
ForeignExchange |
|
Branded CPG |
$ |
109,431 |
$ |
105,589 |
$ |
3,842 |
$ |
6,317 |
$ |
(2,475 |
) |
|
3.6 |
% |
6.0 |
% |
-2.3 |
% |
|
Flavors & Ingredients |
|
29,466 |
|
27,125 |
|
2,341 |
|
2,992 |
|
(651 |
) |
|
8.6 |
% |
11.0 |
% |
-2.4 |
% |
|
Combined |
$ |
138,897 |
$ |
132,714 |
$ |
6,183 |
$ |
9,309 |
$ |
(3,126 |
) |
|
4.7 |
% |
7.0 |
% |
-2.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ change |
|
% change |
|
Product revenues, net |
|
2022 |
|
2021 |
Reported |
ConstantDollar |
ForeignExchange (2) |
|
Reported |
ConstantDollar |
ForeignExchange |
|
Branded CPG |
$ |
422,638 |
$ |
389,174 |
$ |
33,464 |
$ |
44,057 |
$ |
(10,593 |
) |
|
8.6 |
% |
11.3 |
% |
-2.7 |
% |
|
Flavors & Ingredients |
|
115,634 |
|
104,799 |
|
10,835 |
|
13,090 |
|
(2,255 |
) |
|
10.3 |
% |
12.5 |
% |
-2.2 |
% |
|
Combined |
$ |
538,272 |
$ |
493,973 |
$ |
44,299 |
$ |
57,147 |
$ |
(12,848 |
) |
|
9.0 |
% |
11.6 |
% |
-2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma Organic(1) |
|
|
|
|
|
|
|
|
|
|
Branded CPG |
$ |
422,638 |
$ |
409,548 |
$ |
13,090 |
$ |
23,683 |
$ |
(10,593 |
) |
|
3.2 |
% |
5.8 |
% |
-2.6 |
% |
|
Flavors & Ingredients |
|
115,634 |
|
104,799 |
|
10,835 |
|
13,090 |
|
(2,255 |
) |
|
10.3 |
% |
12.5 |
% |
-2.2 |
% |
|
Combined |
$ |
538,272 |
$ |
514,347 |
$ |
23,925 |
$ |
36,773 |
$ |
(12,848 |
) |
|
4.7 |
% |
7.1 |
% |
-2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(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)(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2022 |
|
Three Months Ended December 31, 2021 |
|
|
|
|
|
GAAP |
Non-cashadj. |
Cash adj. |
AdjustedEBITDA |
|
GAAP |
Non-cashadj. |
Cash adj. |
AdjustedEBITDA |
|
|
$ Change |
% Change |
Product revenues, net |
$ |
138,897 |
|
$ |
- |
|
$ |
- |
|
$ |
138,897 |
|
|
$ |
132,714 |
|
$ |
- |
|
$ |
- |
|
$ |
132,714 |
|
|
|
$ |
6,183 |
|
4.7% |
|
Cost of goods sold |
|
110,574 |
|
|
(4,712 |
) |
|
(7,114 |
) |
|
98,748 |
|
|
|
93,994 |
|
|
(775 |
) |
|
(5,693 |
) |
|
87,526 |
|
|
|
|
11,222 |
|
12.8% |
|
Gross profit |
|
28,323 |
|
|
4,712 |
|
|
7,114 |
|
|
40,149 |
|
|
|
38,720 |
|
|
775 |
|
|
5,693 |
|
|
45,188 |
|
|
|
|
(5,039 |
) |
(11.2%) |
|
Gross profit margin % |
|
20.4% |
|
|
|
|
28.9% |
|
|
|
29.2% |
|
|
|
|
34.0% |
|
|
|
|
(5.1%) |
|
Selling, general and administrative expenses |
|
23,421 |
|
|
(2,934 |
) |
|
(525 |
) |
|
19,962 |
|
|
|
27,568 |
|
|
(1,461 |
) |
|
(1,552 |
) |
|
24,555 |
|
|
|
|
(4,593 |
) |
(18.7%) |
|
Amortization of intangible assets |
|
4,625 |
|
|
(4,625 |
) |
|
- |
|
|
- |
|
|
|
4,763 |
|
|
(4,763 |
) |
|
- |
|
|
- |
|
|
|
|
- |
|
- |
|
Asset impairment charges |
|
46,500 |
|
|
(46,500 |
) |
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
- |
|
Restructuring and other non-recurring expenses |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
- |
|
Operating income |
$ |
(46,223 |
) |
$ |
58,771 |
|
$ |
7,639 |
|
$ |
20,187 |
|
|
$ |
6,389 |
|
$ |
6,999 |
|
$ |
7,245 |
|
$ |
20,632 |
|
|
|
$ |
(446 |
) |
(2.2%) |
|
Operating margin % |
|
(33.3%) |
|
|
|
|
14.5% |
|
|
|
4.8% |
|
|
|
|
15.5% |
|
|
|
|
(1.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2022 |
|
Twelve Months Ended December 31, 2021 |
|
|
|
|
|
GAAP |
Non-cashadj. |
Cash adj. |
AdjustedEBITDA |
|
GAAP |
Non-cashadj. |
Cash adj. |
AdjustedEBITDA |
|
|
$ Change |
% Change |
Product revenues, net |
$ |
538,272 |
|
$ |
- |
|
$ |
- |
|
$ |
538,272 |
|
|
$ |
493,973 |
|
$ |
- |
|
$ |
- |
|
$ |
493,973 |
|
|
|
$ |
44,299 |
|
9.0% |
|
Cost of goods sold |
|
398,060 |
|
|
(7,845 |
) |
|
(19,303 |
) |
|
370,912 |
|
|
|
335,218 |
|
|
(3,293 |
) |
|
(8,571 |
) |
|
323,354 |
|
|
|
|
47,558 |
|
14.7% |
|
Gross profit |
|
140,212 |
|
|
7,845 |
|
|
19,303 |
|
|
167,360 |
|
|
|
158,755 |
|
|
3,293 |
|
|
8,571 |
|
|
170,619 |
|
|
|
|
(3,259 |
) |
(1.9%) |
|
Gross profit margin % |
|
26.0% |
|
|
|
|
31.1% |
|
|
|
32.1% |
|
|
|
|
34.5% |
|
|
|
|
(3.4%) |
|
Selling, general and administrative expenses |
|
99,735 |
|
|
(8,826 |
) |
|
(2,717 |
) |
|
88,193 |
|
|
|
113,141 |
|
|
(10,519 |
) |
|
(14,209 |
) |
|
88,413 |
|
|
|
|
(220 |
) |
(0.2%) |
|
Amortization of intangible assets |
|
18,623 |
|
|
(18,623 |
) |
|
- |
|
|
- |
|
|
|
18,295 |
|
|
(18,295 |
) |
|
- |
|
|
- |
|
|
|
|
- |
|
- |
|
Asset impairment charges |
|
46,500 |
|
|
(46,500 |
) |
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
- |
|
Restructuring and other non-recurring expenses |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
4,503 |
|
|
(358 |
) |
|
(4,145 |
) |
|
- |
|
|
|
|
- |
|
- |
|
Operating income |
$ |
(24,646 |
) |
$ |
81,793 |
|
$ |
22,020 |
|
$ |
79,167 |
|
|
$ |
22,816 |
|
$ |
32,465 |
|
$ |
26,926 |
|
$ |
82,206 |
|
|
|
$ |
(3,039 |
) |
(3.7%) |
|
Operating margin % |
|
(4.6%) |
|
|
|
|
14.7% |
|
|
|
4.6% |
|
|
|
|
16.6% |
|
|
|
|
(1.9%) |
|
Whole Earth Brands,
Inc.Adjustments to Operating Income by Income
Statement Line and Nature(In thousands of
dollars)(Unaudited)
|
Three Months Ended December 31, 2022 |
|
Three Months Ended December 31, 2021 |
Non-Cash adjustments |
Cost ofGoodsSold |
SG&A |
Amort. Of Intangibles |
Assetimpairmentcharges |
Restruct-uring |
Operating Income |
|
Cost ofGoodsSold |
SG&A |
Amort. Of Intangibles |
Assetimpairment charges |
Restruct-uring |
Operating Income |
Depreciation |
$ |
1,364 |
|
$ |
313 |
$ |
- |
$ |
- |
$ |
- |
$ |
1,677 |
|
|
$ |
873 |
|
$ |
623 |
|
$ |
- |
$ |
- |
$ |
- |
$ |
1,496 |
|
Amortization of intangible assets |
|
- |
|
|
- |
|
4,625 |
|
- |
|
- |
|
4,625 |
|
|
|
- |
|
|
- |
|
|
4,763 |
|
- |
|
- |
|
4,763 |
|
Asset impairment charges |
|
- |
|
|
- |
|
- |
|
46,500 |
|
- |
|
46,500 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Restructuring |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Non-cash pension expense |
|
- |
|
|
198 |
|
- |
|
- |
|
- |
|
198 |
|
|
|
- |
|
|
237 |
|
|
- |
|
- |
|
- |
|
237 |
|
Long term incentive plan |
|
441 |
|
|
2,364 |
|
- |
|
- |
|
- |
|
2,806 |
|
|
|
1,106 |
|
|
587 |
|
|
- |
|
- |
|
- |
|
1,694 |
|
Purchase accounting costs |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
(2,514 |
) |
|
- |
|
|
- |
|
- |
|
- |
|
(2,514 |
) |
Supply chain reinvention |
|
2,251 |
|
|
- |
|
- |
|
- |
|
- |
|
2,251 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Other items |
|
656 |
|
|
58 |
|
- |
|
- |
|
- |
|
714 |
|
|
|
1,309 |
|
|
13 |
|
|
- |
|
- |
|
- |
|
1,322 |
|
Total non-cash adjustments |
$ |
4,712 |
|
$ |
2,934 |
$ |
4,625 |
$ |
46,500 |
$ |
- |
$ |
58,771 |
|
|
$ |
775 |
|
$ |
1,461 |
|
$ |
4,763 |
$ |
- |
$ |
- |
$ |
6,999 |
|
Cash adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Long term incentive plan |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Transaction related expenses |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Severance and related expenses |
|
- |
|
|
334 |
|
- |
|
- |
|
- |
|
334 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Public company readiness |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
945 |
|
|
- |
|
- |
|
- |
|
945 |
|
M&A transaction expenses |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
520 |
|
|
- |
|
- |
|
- |
|
520 |
|
Supply chain reinvention |
|
7,114 |
|
|
144 |
|
- |
|
- |
|
- |
|
7,257 |
|
|
|
6,160 |
|
|
9 |
|
|
- |
|
- |
|
- |
|
6,169 |
|
Other items |
|
- |
|
|
48 |
|
- |
|
- |
|
- |
|
48 |
|
|
|
(467 |
) |
|
79 |
|
|
- |
|
- |
|
- |
|
(388 |
) |
Total cash adjustments |
$ |
7,114 |
|
$ |
525 |
$ |
- |
$ |
- |
$ |
- |
$ |
7,639 |
|
|
$ |
5,693 |
|
$ |
1,552 |
|
$ |
- |
$ |
- |
$ |
- |
$ |
7,245 |
|
Total adjustments |
$ |
11,826 |
|
$ |
3,459 |
$ |
4,625 |
$ |
46,500 |
$ |
- |
$ |
66,410 |
|
|
$ |
6,468 |
|
$ |
3,013 |
|
$ |
4,763 |
$ |
- |
$ |
- |
$ |
14,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2022 |
|
Twelve Months Ended December 31, 2021 |
Non-Cash adjustments |
Cost ofGoodsSold |
SG&A |
Amort. Of Intangibles |
Assetimpairment charges |
Restruct-uring |
Operating Income |
|
Cost ofGoodsSold |
SG&A |
Amort. Of Intangibles |
Assetimpairmentcharges |
Restruct-uring |
Operating Income |
Depreciation |
$ |
5,075 |
|
$ |
927 |
$ |
- |
$ |
- |
$ |
- |
$ |
6,001 |
|
|
$ |
3,858 |
|
$ |
868 |
|
$ |
- |
$ |
- |
$ |
- |
$ |
4,726 |
|
Amortization of intangible assets |
|
- |
|
|
- |
|
18,623 |
|
- |
|
- |
|
18,623 |
|
|
|
- |
|
|
- |
|
|
18,295 |
|
- |
|
- |
|
18,295 |
|
Asset impairment charges |
|
- |
|
|
- |
|
- |
|
46,500 |
|
- |
|
46,500 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Restructuring |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
358 |
|
358 |
|
Non-cash pension expense |
|
- |
|
|
228 |
|
- |
|
- |
|
- |
|
228 |
|
|
|
- |
|
|
237 |
|
|
- |
|
- |
|
- |
|
237 |
|
Long term incentive plan |
|
604 |
|
|
7,159 |
|
- |
|
- |
|
- |
|
7,763 |
|
|
|
1,380 |
|
|
8,139 |
|
|
- |
|
- |
|
- |
|
9,519 |
|
Purchase accounting costs |
|
(2,537 |
) |
|
- |
|
- |
|
- |
|
- |
|
(2,537 |
) |
|
|
(3,396 |
) |
|
- |
|
|
- |
|
- |
|
- |
|
(3,396 |
) |
Supply chain reinvention |
|
3,023 |
|
|
- |
|
- |
|
- |
|
- |
|
3,023 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Other items |
|
1,680 |
|
|
512 |
|
- |
|
- |
|
- |
|
2,192 |
|
|
|
1,450 |
|
|
1,275 |
|
|
- |
|
- |
|
- |
|
2,725 |
|
Total non-cash adjustments |
$ |
7,845 |
|
$ |
8,826 |
$ |
18,623 |
$ |
46,500 |
$ |
- |
$ |
81,793 |
|
|
$ |
3,293 |
|
$ |
10,519 |
|
$ |
18,295 |
$ |
- |
$ |
358 |
$ |
32,465 |
|
Cash adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
4,145 |
|
4,145 |
|
Long term incentive plan |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
(22 |
) |
|
(75 |
) |
|
- |
|
- |
|
- |
|
(97 |
) |
Transaction related expenses |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
415 |
|
|
- |
|
- |
|
- |
|
415 |
|
Severance and related expenses |
|
102 |
|
|
1,279 |
|
- |
|
- |
|
- |
|
1,381 |
|
|
|
- |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
Public company readiness |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
- |
|
|
3,303 |
|
|
- |
|
- |
|
- |
|
3,303 |
|
M&A transaction expenses |
|
- |
|
|
723 |
|
- |
|
- |
|
- |
|
723 |
|
|
|
- |
|
|
10,957 |
|
|
- |
|
- |
|
- |
|
10,957 |
|
Supply chain reinvention |
|
19,202 |
|
|
617 |
|
- |
|
- |
|
- |
|
19,819 |
|
|
|
7,923 |
|
|
9 |
|
|
- |
|
- |
|
- |
|
7,931 |
|
Other items |
|
- |
|
|
98 |
|
- |
|
- |
|
- |
|
98 |
|
|
|
670 |
|
|
(399 |
) |
|
- |
|
- |
|
- |
|
271 |
|
Total cash adjustments |
$ |
19,303 |
|
$ |
2,717 |
$ |
- |
$ |
- |
$ |
- |
$ |
22,020 |
|
|
$ |
8,571 |
|
$ |
14,209 |
|
$ |
- |
$ |
- |
$ |
4,145 |
$ |
26,926 |
|
Total adjustments |
$ |
27,148 |
|
$ |
11,542 |
$ |
18,623 |
$ |
46,500 |
$ |
- |
$ |
103,813 |
|
|
$ |
11,864 |
|
$ |
24,728 |
|
$ |
18,295 |
$ |
- |
$ |
4,503 |
$ |
59,390 |
|
Non-cash adjustments: The Adjusted EBITDA
reconciliation includes certain transactions that are non-cash in
nature.
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.
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