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| 8-K - 8-K - AgroFresh Solutions, Inc. | agfsq42016earningspr.htm |
AgroFresh Solutions Reports Results for Fourth Quarter and Full Year 2016
• | Full year 2016 Revenue of $160 million, net loss of $111.8 million and Adjusted EBITDA[1] of $77.5 million in line with guidance provided last quarter |
• | Cash generated by operations for full year 2016 of $30 million |
• | Ends year with cash of $77 million, up $20 million from year end 2015 |
• | Fourth quarter 2016 revenue up marginally from 2015 at $52 million |
• | New leadership and new organizational structure position AgroFresh to capitalize on growth opportunities across entire food supply chain through innovative new food preservation and waste reduction strategies |
PHILADELPHIA, March 9, 2017 -- AgroFresh Solutions, Inc. ("AgroFresh" or the "Company") (NASDAQ: AGFS), a global leader in produce freshness solutions, announced financial results for the fourth quarter and full year ended December 31, 2016. AgroFresh is in the business of preserving and enhancing the quality and freshness of food, reducing food waste and improving productivity.
Jordi Ferre, Chief Executive Officer, commented, "Our SmartFresh™ Quality System is a strong franchise and remains the market’s overwhelmingly preferred solution to provide ‘peace of mind’ to apple and other fruit growers who need a partner they can trust with their storage decisions. We’ve earned this reputation over the past 15 years by always delivering to our 3,000 customers around the world.
In 2016, we were able to respond to competition and stabilize our North American business while holding market share. We achieved sales growth in new geographies, one of our strategic initiatives. We also maintained 81 percent operational gross margins, and continued to generate very strong cash flow, adding $20 million to our cash position over the past twelve months.”
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(1) Adjusted EBITDA and EBITDA are non-GAAP financial measures. Please see the information under "Non-GAAP Financial Measures" below for a description of Adjusted EBITDA, and the tables at the end of this press release for a reconciliation of non-GAAP financial measures to GAAP results.
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Financial Highlights for the Year
Net sales for the full year 2016 were $160 million, down 2.5 percent from $164 million in the prior year. Full year 2016 revenues reflect a 54 percent growth in Harvista™ sales offset primarily by a slight decrease in SmartFresh sales due mainly to increased competition in North America.
Cost of sales for the full year 2016 was $60.3 million, compared to $102.4 million for the full year 2015. Included in these costs were $30.4 million in 2016 and $73.1 million in 2015 of amortization of inventory step up. If the amortization of inventory step-up is excluded, gross profit margin was 81 percent in 2016, down slightly from 82 percent in 2015.
Research and development expenses for the full year 2016 were $14.8 million, down from $16.9 million in 2015 driven by the discontinuation of certain projects following the Company’s separation from The Dow Chemical Company (“Dow”) on July 31, 2015.
Selling, general and administrative expenses for the full year 2016 were $61.8 million versus $48.1 million for the prior year. The increase is primarily attributable to a full year of public company expenses in 2016 versus only 5 months of public company expenses in 2015. There were also additional severance and litigation costs in 2016.
Net loss for the full year 2016 was $111.8 million compared with a net loss of $28.5 million for the full year 2015. The increase in net loss is attributable to impairments and other non-cash charges, higher interest expense and SG&A associated with having debt and being a public company for the full year in 2016, partially offset by lower inventory step-up amortization and higher gains on contingent consideration.
EBITDA was $31.1 million for the full year 2016, down significantly versus $96.2 million of EBITDA in 2015 driven by impairments and other non-cash charges along with higher SG&A, partially offset by higher gains on contingent consideration.
Financial Highlights for the Fourth Quarter
Net sales for the fourth quarter of 2016 were $52 million, compared to $51 million in the fourth quarter of 2015. Cost of sales for the fourth quarter of 2016 was $11.8 million versus $46.0 million in the fourth quarter of 2015. Cost of sales in the prior year period included $34.4 million of amortization of inventory step up. If the amortization of inventory step-up is excluded, gross profit margin was 77 percent in the fourth quarter of 2016 versus 77 percent in the fourth quarter of 2015.
Research and development expenses for the fourth quarter of 2016 were $3.5 million versus $3.3 million in the fourth quarter of 2015.
Selling, general and administrative expenses for the fourth quarter of 2016 were $12.4 million, down significantly from $18.6 million in the same period in the prior year primarily due to a substantial reduction in administrative costs as part of the Company’s efficiency and productivity initiatives.
Net loss for the fourth quarter of 2016 was $68.9 million compared to net loss of $0.4 million in the same quarter of 2015. The higher net loss is attributable to impairments and other non-cash charges, partially offset by lower inventory step-up amortization, higher gains on contingent consideration, and lower SG&A costs.
EBITDA was $(4.3) million for the fourth quarter of 2016 versus $44.6 million in the same quarter of 2015. The period-over-period change in EBITDA is mainly attributable to impairments and other non-cash charges, partially offset by higher gains on contingent consideration and lower SG&A costs.
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Balance Sheet and Cash Flow
The balance sheet as of December 31, 2016 reflects long-term debt of $393 million and short-term debt of $15.3 million associated with the financing of the transaction with Dow that resulted in AgroFresh becoming a stand-alone company on July 31, 2015 (the “Business Combination”) At December 31, 2016, the Company’s cash position was $77.3 million.
The Company generated $30.4 million of cash from operating activities in 2016, an increase of more than 100 percent from $13.2 million in 2015.
Conference Call
The Company will conduct a conference call to discuss its fourth quarter 2016 results at 8:30 a.m. Eastern Time on March 9, 2017. To access the call, please dial 877-883-0383 from the U.S. or 412-902-6506 from outside the U.S. The conference call I.D. number is 9621365. The call will also be available as a live webcast with an accompanying slide presentation, which can be accessed on the "Events & Presentation" tab of the Investor Relations section of the Company's website, www.agrofresh.com. All participants should call or access the website approximately 10 minutes before the conference call begins.
A telephonic replay of this conference call will also be available by dialing 877-344-7529 (US) and 412-317-0088 (International) from 11:30 am ET on March 9, 2017 until 11:59 pm ET on March 23, 2017. The conference call I.D. number is 10101832.
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Basis for Presentation
As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and the AgroFresh Business, which is the business conducted by Dow prior to the closing of the Business Combination, through a combination of wholly-owned subsidiaries and operations of Dow, including through AgroFresh Inc. in the United States, is the acquiree and accounting Predecessor for periods prior to July 31, 2015 (the "Closing Date"). Where we discuss results for the period ended December 31, 2015, we are referring to the combined results of the Predecessor for the seven month period from January 1, 2015 through the Closing Date and Successor for the period from August 1, 2015 through December 31, 2015. On the Closing Date, the Company, which was formerly named Boulevard Acquisition Corp., was re-named AgroFresh Solutions, Inc. and is the "Successor" for periods after the Closing Date, which includes consolidation of the AgroFresh Business subsequent to the Closing Date. The acquisition was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Business Combination, the financial statements for the Predecessor period and for the Successor period are presented on different bases. The historical financial information of Boulevard Acquisition Corp. prior to the Business Combination has not been reflected in the Predecessor period financial statements as those amounts are not considered to be material.
Non-GAAP Financial Measures
This press release contains certain financial measures, in particular EBITDA and Adjusted EBITDA, which are not presented in accordance with GAAP. The Company believes these non-GAAP financial measures provide meaningful supplemental information as they are used by the Company's management to evaluate the Company's performance. Management believes that these measures enhance a reader's understanding of the financial performance of the Company, are more indicative of operating performance of the Company, and facilitate a better comparison between fiscal periods, as the non-GAAP measures exclude items that are not considered core to the Company's operations.
In particular, EBITDA is a key measure used by the Company to evaluate its earnings performance. Previously, the Company used Adjusted EBITDA as its key earnings measure, consistent with the definition of Consolidated EBITDA in the Company's Credit Agreement. While the Company has provided Adjusted EBITDA numbers in this release covering the period through year-end 2016, beginning with financial periods in 2017 it plans to discontinue reporting Adjusted EBITDA results. The Company believes this change will improve the transparency of the business and increase the comparability of the Company's results.
The Company does not intend for any of the non-GAAP financial measures contained in this release to be a substitute for any GAAP financial information. Readers of this press release should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Reconciliations of the non-GAAP financial measures EBITDA and Adjusted EBITDA to the most comparable GAAP measure are provided in the table at the end of this press release.
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About AgroFresh
AgroFresh Solutions, Inc. (NASDAQ: AGFS) is a global industry leader in providing innovative data-driven specialty solutions aimed at enabling growers and packers of fresh produce to preserve and enhance the freshness, quality and value of fresh produce and to maximize the percentage of produce supplied to the market relative to the amount of produce grown. Its flagship product is the SmartFresh™ Quality System, a freshness protection technology proven to maintain firmness, texture and appearance of fruits during storage and transport. SmartFresh is currently commercialized in over 40 countries worldwide. Additionally the company has a number of different solutions and application technologies that have either been launched (Harvista, RipeLock, Landspring) or will be launched in the future that will extend its footprint to other crops and steps of the global produce supply chain. For more information, please visit www.agrofresh.com.
Investor Contact
AgroFresh Solutions, Inc.
Katherine Harper, CFO
Katherine Harper, CFO
FAGFSIR@AgroFresh.com
Forward-Looking Statements
In addition to historical information, this release may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions (or the negative versions of such words or expressions). Forward-looking statements include, without limitation, information concerning the Company's possible or assumed future results of operations, including all statements regarding financial guidance, anticipated future growth, business strategies, competitive position, industry environment, potential growth opportunities and the effects of regulation. These statements are based on management's current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's management's control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks include, without limitation, the risk of increased competition; the ability of the business to grow and manage growth profitably; costs related to the Business Combination and/or related to operating AgroFresh as a stand-alone public company; changes in applicable laws or regulations, and the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors. Additional risks and uncertainties are identified and discussed in the Company's filings with the SEC, which are available at the SEC's website at www.sec.gov.
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AgroFresh Solutions, Inc.
CONSOLIDATED AND COMBINED BALANCE SHEETS
(In thousands, except share and per share data)
Successor | ||||||
December 31, 2016 | December 31, 2015 | |||||
ASSETS | ||||||
Current Assets: | ||||||
Cash and cash equivalents | $ | 77,312 | $ | 57,765 | ||
Accounts receivable, net of allowance for doubtful accounts of $1,171 and $190, respectively | 63,746 | 66,418 | ||||
Inventories | 15,467 | 44,176 | ||||
Other current assets | 14,047 | 12,297 | ||||
Total current assets | 170,572 | 180,656 | ||||
Property and equipment, net | 8,048 | 4,606 | ||||
Goodwill | — | 56,006 | ||||
Intangible assets, net | 776,584 | 825,056 | ||||
Deferred income tax assets — noncurrent | 8,459 | 12,278 | ||||
Other assets | 2,346 | 4,072 | ||||
TOTAL ASSETS | $ | 966,009 | $ | 1,082,674 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
Current Liabilities: | ||||||
Accounts payable | $ | 12,504 | $ | 13,924 | ||
Current portion of long-term debt | 15,250 | 4,250 | ||||
Income taxes payable | 3,216 | 1,801 | ||||
Accrued expenses and other current liabilities | 66,271 | 47,595 | ||||
Total current liabilities | 97,241 | 67,570 | ||||
Long-term debt | 392,996 | 406,286 | ||||
Other noncurrent liabilities | 140,833 | 164,630 | ||||
Deferred income tax liabilities — noncurrent | — | 285 | ||||
Total liabilities | 631,070 | 638,771 | ||||
Commitments and Contingencies (Note 17) | ||||||
Stockholders’ equity: | ||||||
Common stock, par value $0.0001; 400,000,000 shares authorized, 50,692,928 and 49,940,548 shares issued and 50,031,547 and 49,528,214 shares outstanding at December 31, 2016 and December 31, 2015, respectively | 5 | 5 | ||||
Preferred stock; par value $0.0001, 1 share authorized and outstanding at December 31, 2016 and December 31, 2015 | — | — | ||||
Treasury stock; par value $0.0001, 661,381 and 412,334 shares at December 31, 2016 and December 31, 2015, respectively | (3,885 | ) | (2,397 | ) | ||
Additional paid-in capital | 475,598 | 472,494 | ||||
Accumulated deficit | (132,483 | ) | (20,640 | ) | ||
Accumulated other comprehensive loss | (4,296 | ) | (5,559 | ) | ||
Total stockholders' equity | 334,939 | 443,903 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 966,009 | $ | 1,082,674 | ||
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AgroFresh Solutions, Inc.
CONSOLIDATED AND COMBINED STATEMENTS OF (LOSS) INCOME
(In thousands, except share and per share data)
Successor | Successor | Predecessor | ||||||||||||||
Three Months Ended December 31, 2016 | Three Months Ended December 31, 2015 | Year Ended December 31, 2016 | August 1, 2015 Through December 31, 2015 | January 1, 2015 Through July 31, 2015 | ||||||||||||
Net sales | $ | 51,673 | $ | 51,431 | $ | 159,669 | $ | 111,081 | $ | 52,682 | ||||||
Cost of sales (excluding amortization, shown separately below) | 11,791 | 46,033 | 60,349 | 91,752 | 10,630 | |||||||||||
Gross profit | 39,882 | 5,398 | 99,320 | 19,329 | 42,052 | |||||||||||
Research and development expenses | 3,547 | 3,310 | 14,767 | 5,256 | 11,599 | |||||||||||
Selling, general, and administrative expenses | 12,418 | 18,573 | 61,803 | 31,317 | 16,774 | |||||||||||
Amortization of intangibles | 10,449 | 9,689 | 40,327 | 16,504 | 16,895 | |||||||||||
Impairment of long lived assets | 10,795 | — | 10,795 | — | — | |||||||||||
Goodwill impairment | 62,373 | — | 62,373 | — | — | |||||||||||
Change in fair value of contingent consideration | (48,639 | ) | (23,692 | ) | (53,608 | ) | (23,692 | ) | — | |||||||
Operating (loss) income | (11,061 | ) | (2,482 | ) | (37,137 | ) | (10,056 | ) | (3,216 | ) | ||||||
Other (expense) income | (189 | ) | 1,438 | (173 | ) | (24 | ) | 8 | ||||||||
Loss on foreign currency exchange | (3,956 | ) | (124 | ) | (3,274 | ) | (387 | ) | — | |||||||
Interest expense, net | (14,389 | ) | (13,889 | ) | (58,239 | ) | (23,202 | ) | — | |||||||
(Loss) income before income taxes | (29,595 | ) | (15,057 | ) | (98,823 | ) | (33,669 | ) | (3,208 | ) | ||||||
(Benefit) provision for income taxes | 39,259 | (14,641 | ) | 13,020 | (19,232 | ) | 10,849 | |||||||||
Net (loss) income | $ | (68,854 | ) | $ | (416 | ) | $ | (111,843 | ) | $ | (14,437 | ) | $ | (14,057 | ) | |
Loss per share: | ||||||||||||||||
Basic | $ | (1.40 | ) | $ | (0.01 | ) | $ | (2.26 | ) | $ | (0.29 | ) | $ | — | ||
Diluted | $ | (1.40 | ) | $ | (0.01 | ) | $ | (2.26 | ) | $ | (0.29 | ) | $ | — | ||
Weighted average shares outstanding: | ||||||||||||||||
Basic | 49,233,468 | 49,845,934 | 49,384,838 | 49,691,206 | — | |||||||||||
Diluted | 49,233,468 | 49,845,934 | 49,384,838 | 49,691,206 | — | |||||||||||
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AgroFresh Solutions, Inc.
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS
(In thousands)
Successor | Predecessor | |||||||||||||
Year Ended December 31, 2016 | August 1, 2015 Through December 31, 2015 | January 1, 2015 Through July 31, 2015 | Year Ended December 31, 2014 | |||||||||||
Cash flows from operating activities: | ||||||||||||||
Net (loss) income | $ | (111,843 | ) | $ | (14,437 | ) | $ | (14,057 | ) | $ | 27,857 | |||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||||||||||
Depreciation and amortization | 41,310 | 16,763 | 17,379 | 30,393 | ||||||||||
Provision for bad debts | 981 | 190 | — | — | ||||||||||
Stock based compensation | 3,250 | 1,124 | — | — | ||||||||||
Pension expense | 265 | 119 | — | — | ||||||||||
Amortization of inventory fair value adjustment | 30,377 | 73,054 | — | — | ||||||||||
Amortization of deferred financing cost | 2,275 | 911 | — | — | ||||||||||
Transaction costs | — | (4,487 | ) | — | — | |||||||||
Accretion of contingent consideration | 30,197 | 11,862 | — | — | ||||||||||
Decrease in fair value of contingent consideration | (53,608 | ) | (23,692 | ) | — | — | ||||||||
Deferred income taxes | 13,792 | (19,886 | ) | (4,218 | ) | (9,739 | ) | |||||||
Impairment of long-lived assets | 10,795 | — | — | — | ||||||||||
Goodwill impairment | 62,373 | — | — | — | ||||||||||
Loss on sales of property | (22 | ) | — | (12 | ) | — | ||||||||
Other | 32 | 2,556 | — | — | ||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
Accounts receivable | (4,101 | ) | (42,703 | ) | 42,585 | (3,420 | ) | |||||||
Inventories | (764 | ) | 2,288 | (5,756 | ) | (3,719 | ) | |||||||
Prepaid expenses and other current assets | (6,262 | ) | (1,159 | ) | — | 365 | ||||||||
Accounts payable | 6,632 | 13,785 | (798 | ) | — | |||||||||
Accrued expenses and other liabilities | 2,342 | 2,492 | — | — | ||||||||||
Income taxes payable | (281 | ) | — | (36,070 | ) | — | ||||||||
Other assets and liabilities | 2,686 | — | (4,651 | ) | 14,074 | |||||||||
Net cash provided by (used in) operating activities | 30,426 | 18,780 | (5,598 | ) | 55,811 | |||||||||
Cash flows from investing activities: | ||||||||||||||
Cash paid for property and equipment | (5,946 | ) | (516 | ) | (676 | ) | (1,300 | ) | ||||||
Proceeds from sale of property | 76 | — | 63 | — | ||||||||||
Acquisition of business, net of cash acquired | — | (625,541 | ) | — | — | |||||||||
Restricted cash | — | 220,505 | — | — | ||||||||||
Other investments | (600 | ) | — | — | — | |||||||||
Net cash used in investing activities | (6,470 | ) | (405,552 | ) | (613 | ) | (1,300 | ) | ||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from long term debt | — | 425,000 | — | — | ||||||||||
Payment of debt issuance costs | — | (13,120 | ) | — | — | |||||||||
Payment of revolving credit facility fees | — | (1,266 | ) | — | — | |||||||||
Other financing costs | — | (7,776 | ) | — | — | |||||||||
Repayment of long term debt | (4,250 | ) | (2,125 | ) | — | — | ||||||||
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Proceeds from private placement | — | 50,000 | — | — | ||||||||||
Borrowings under revolving credit facility | — | 500 | — | — | ||||||||||
Repayments of revolving credit facility | — | (500 | ) | — | — | |||||||||
Insurance premium financing | — | 1,294 | — | — | ||||||||||
Repayment of notes payable | — | (380 | ) | — | — | |||||||||
Repurchase of stock for treasury | (1,488 | ) | (2,397 | ) | — | — | ||||||||
Payment of withholding taxes related to stock-based compensation to employees | (331 | ) | — | — | — | |||||||||
Repurchase of warrants | — | (2,524 | ) | — | — | |||||||||
Cash transfers to/from parent, net | — | — | 6,211 | (54,511 | ) | |||||||||
Net cash provided by (used in) financing activities | (6,069 | ) | 446,706 | 6,211 | (54,511 | ) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 1,660 | (2,253 | ) | — | — | |||||||||
Net (decrease) increase in cash and cash equivalents | 19,547 | 57,681 | — | — | ||||||||||
Cash and cash equivalents, beginning of period | 57,765 | 84 | — | — | ||||||||||
Cash and cash equivalents, end of period | $ | 77,312 | $ | 57,765 | $ | — | $ | — | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||||
Cash paid for: | ||||||||||||||
Interest | $ | 24,560 | $ | 10,411 | $ | — | $ | — | ||||||
Income taxes | $ | 2,898 | $ | — | $ | — | $ | — | ||||||
Supplemental schedule of non-cash investing and financing activities: | ||||||||||||||
Accrued purchases of property and equipment | $ | 815 | $ | — | $ | — | $ | — | ||||||
Issuance of common stock as consideration for acquisition of business | $ | — | $ | 210,000 | $ | — | $ | — | ||||||
Acquisition-related contingent consideration | $ | — | $ | 190,150 | $ | — | $ | — | ||||||
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GAAP to Non-GAAP Reconciliations
The following table sets forth reconciliations of the non-GAAP financial measures EBITDA and Adjusted EBITDA to the most closely comparable GAAP financial measure, net income (loss). See “Non-GAAP Financial Measures” above for more information.
Predecessor | Predecessor | Successor | Successor | ||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2014 | Three Months Ended June 30, 2014 | Three Months Ended September 30, 2014 | Three Months Ended December 31, 2014 | Total 2014 | Three Months Ended March 31, 2015 | Three Months Ended June 30, 2015 | One Month Ended July 31, 2015 | Two Months Ended September 30, 2015 | Three Months Ended September 30, 2015 | Three Months Ended December 31, 2015 | Total 2015 | Three Months Ended March 31, 2016 | Three Months Ended June 30, 2016 | Three Months Ended September 30, 2016 | Three Months Ended December 31, 2016 | Total 2016 | |||||||||||||||||||||||||||||||||||||
Net Income (Loss) | $ | 4,864 | $ | (6,841 | ) | $ | 34,978 | $ | 36,255 | $ | 69,256 | $ | 2,480 | $ | (14,009 | ) | $ | (2,528 | ) | $ | (14,021 | ) | $ | (16,549 | ) | $ | (416 | ) | $ | (28,494 | ) | $ | (25,137 | ) | $ | (25,164 | ) | $ | 7,312 | $ | (68,854 | ) | $ | (111,843 | ) | ||||||||
Provision for income taxes | — | — | — | — | — | 7,096 | 4,985 | (1,232 | ) | (4,591 | ) | (5,823 | ) | (14,641 | ) | (8,383 | ) | (15,289 | ) | (15,626 | ) | 4,676 | 39,259 | 13,020 | |||||||||||||||||||||||||||||
Amortization of inventory step-up(1) | — | — | — | — | — | — | — | — | 38,702 | 38,702 | 34,352 | 73,054 | 18,505 | 11,872 | — | — | 30,377 | ||||||||||||||||||||||||||||||||||||
Interest expense(2) | — | — | — | — | — | — | — | — | 9,313 | 9,313 | 13,889 | 23,202 | 15,008 | 14,316 | 14,526 | 14,389 | 58,239 | ||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 7,732 | 7,581 | 7,485 | 7,513 | 30,311 | 7,522 | 7,391 | 2,466 | 7,969 | 10,435 | 11,465 | 36,813 | 10,059 | 10,130 | 10,269 | 10,866 | 41,324 | ||||||||||||||||||||||||||||||||||||
Non-GAAP EBITDA | $ | 12,596 | $ | 740 | $ | 42,463 | $ | 43,768 | $ | 99,567 | $ | 17,098 | $ | (1,633 | ) | $ | (1,294 | ) | $ | 37,372 | $ | 36,078 | $ | 44,649 | $ | 96,192 | $ | 3,146 | $ | (4,472 | ) | $ | 36,783 | $ | (4,340 | ) | $ | 31,117 | |||||||||||||||
Transaction and acquisition related costs(3) | — | — | — | — | — | — | — | — | 1,918 | 1,918 | (105 | ) | 1,813 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Share-based compensation | 144 | 144 | 144 | 125 | 557 | 206 | 129 | 46 | 673 | 719 | 407 | 1,461 | 460 | 836 | 563 | 476 | 2,335 | ||||||||||||||||||||||||||||||||||||
Share-based compensation related to severance(4) | — | — | — | — | — | — | — | — | — | — | — | — | 610 | — | 739 | — | 1,349 | ||||||||||||||||||||||||||||||||||||
Stand-alone costs(5) | — | — | — | — | — | — | — | 121 | 3,510 | 3,631 | (2,605 | ) | 1,026 | 144 | 96 | 137 | 71 | 448 | |||||||||||||||||||||||||||||||||||
Asset impairment including intangibles(6) | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 10,795 | 10,795 | ||||||||||||||||||||||||||||||||||||
Goodwill impairment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | 62,373 | 62,373 | ||||||||||||||||||||||||||||||||||||
Research & development cost synergies(7) | 1,415 | 1,389 | 1,594 | 1,404 | 5,802 | 1,622 | 1,177 | 450 | — | 450 | — | 3,249 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Severance related costs(4) | — | — | — | — | — | — | — | — | — | — | — | — | 1,759 | — | 1,218 | 142 | 3,119 | ||||||||||||||||||||||||||||||||||||
Other non-recurring costs(5) | — | — | — | 689 | 689 | — | 383 | — | 442 | 442 | 9,418 | 10,243 | 6,482 | 3,261 | 3,529 | 2,632 | 15,904 | ||||||||||||||||||||||||||||||||||||
Loss on foreign currency exchange(8) | — | — | — | — | — | — | — | — | 264 | 264 | 123 | 387 | (830 | ) | 1,072 | (924 | ) | 3,956 | 3,274 | ||||||||||||||||||||||||||||||||||
Mark-to-market adjustments, net(9) | — | — | — | — | — | — | — | — | 1,450 | 1,450 | (25,142 | ) | (23,692 | ) | (3,100 | ) | (300 | ) | (1,569 | ) | (48,640 | ) | (53,609 | ) | |||||||||||||||||||||||||||||
Pro forma deferred revenue(10) | (500 | ) | (500 | ) | (500 | ) | (500 | ) | (2,000 | ) | (500 | ) | (500 | ) | (167 | ) | — | (167 | ) | — | (1,167 | ) | — | — | — | — | — | ||||||||||||||||||||||||||
Franchise and state taxes | — | — | — | — | — | — | — | — | — | — | 371 | 371 | 319 | 176 | (230 | ) | 135 | 400 | |||||||||||||||||||||||||||||||||||
Non-GAAP Adjusted EBITDA | $ | 13,655 | $ | 1,773 | $ | 43,701 | $ | 45,486 | $ | 104,615 | $ | 18,426 | $ | (444 | ) | $ | (844 | ) | $ | 45,629 | $ | 44,785 | $ | 27,116 | $ | 89,883 | $ | 8,990 | $ | 669 | $ | 40,246 | $ | 27,600 | $ | 77,505 | |||||||||||||||||
(1) | The amortization of inventory step-up related to the acquisition of AgroFresh was charged to income based on the pace of inventory usage |
(2) | Interest on the term loan, inclusive of accretion for debt discounts, debt issuance costs and contingent consideration |
(3) | Costs associated with the Business Combination incurred in the current period |
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(4) | Severance costs related to our former Chief Executive Officer, Chief Financial Officer, former President and other former personnel, including the net share-based compensation cost due to acceleration of vesting on restricted stock, partly offset by forfeiture of stock options |
(5) | Certain administrative, professional fees and other non-recurring fees associated with becoming a stand-alone public company |
(6) | Impairment charge on AgroFresh and SmartFresh tradenames and a write-off of equipment |
(7) | R&D savings related to two projects (Invinsa and IDC) |
(8) | Loss (gain) on foreign currency exchange relates to net losses and gains resulting from the remeasurement of assets and liabilities denominated in foreign currencies |
(9) | Non-cash adjustment to the fair value of contingent consideration |
(10) | Deferred revenue associated with an agreement not included in the Business Combination |
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