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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Amplify Snack Brands, Inc. (delisted) | NYSE:BETR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.00 | 0 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-1254894
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
x
|
Non-accelerated filer
|
|
¨
(do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
Emerging growth company
|
|
x
|
|
|
Page No.
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
July 1, 2017
|
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
12,761
|
|
|
$
|
10,323
|
|
Accounts receivable, net of allowances of $13,253 and $9,261, respectively
|
44,080
|
|
|
42,852
|
|
||
Inventories
|
23,250
|
|
|
18,250
|
|
||
Other current assets
|
5,471
|
|
|
7,804
|
|
||
Total current assets
|
85,562
|
|
|
79,229
|
|
||
Property, plant and equipment, net
|
65,741
|
|
|
45,884
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
149,480
|
|
|
151,953
|
|
||
Intangible assets, net
|
575,082
|
|
|
559,996
|
|
||
Other assets
|
1,028
|
|
|
1,178
|
|
||
Total assets
|
$
|
876,893
|
|
|
$
|
838,240
|
|
Liabilities and shareholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
38,035
|
|
|
$
|
32,582
|
|
Accrued liabilities
|
15,318
|
|
|
12,505
|
|
||
Senior term loan- current portion
|
5,940
|
|
|
5,936
|
|
||
Tax receivable obligation- current portion
|
7,114
|
|
|
7,114
|
|
||
Notes payable, net- current portion
|
4,832
|
|
|
991
|
|
||
Other current liabilities
|
2,640
|
|
|
908
|
|
||
Total current liabilities
|
73,879
|
|
|
60,036
|
|
||
Long-term liabilities:
|
|
|
|
||||
Senior term loan, net
|
570,065
|
|
|
571,576
|
|
||
Revolving credit facility, net
|
4,845
|
|
|
7,210
|
|
||
Notes payable, net
|
1,919
|
|
|
6,678
|
|
||
Net deferred tax liabilities
|
62,682
|
|
|
54,890
|
|
||
Tax receivable obligation
|
81,905
|
|
|
81,905
|
|
||
Other liabilities
|
6,307
|
|
|
4,211
|
|
||
Total long-term liabilities
|
727,723
|
|
|
726,470
|
|
||
Commitment and contingencies (Note 9)
|
|
|
|
||||
Shareholders' Equity:
|
|
|
|
||||
Common stock, $0.0001 par value, 375,000,000 shares authorized at July 1, 2017 and December 31, 2016 and 76,761,375 and 76,786,000 shares issued and outstanding at July 1, 2017 and December 31, 2016, respectively
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
42,210
|
|
|
41,279
|
|
||
Common stock held in treasury, at par, 2,021,479 and 2,948,995 shares at July 1, 2017 and December 31, 2016, respectively
|
—
|
|
|
—
|
|
||
Retained earnings
|
43,630
|
|
|
41,916
|
|
||
Accumulated other comprehensive loss
|
(10,557
|
)
|
|
(31,469
|
)
|
||
Total shareholders' equity
|
75,291
|
|
|
51,734
|
|
||
Total liabilities and shareholders' equity
|
$
|
876,893
|
|
|
$
|
838,240
|
|
|
13 Weeks Ended
July 1, 2017 |
|
Three Months Ended
June 30, 2016 |
|
26 Weeks Ended
July 1, 2017 |
|
Six Months Ended
June 30, 2016 |
||||||||
Net sales
|
$
|
100,974
|
|
|
$
|
59,866
|
|
|
$
|
188,192
|
|
|
$
|
114,211
|
|
Cost of goods sold
|
62,509
|
|
|
27,318
|
|
|
114,417
|
|
|
53,245
|
|
||||
Gross profit
|
38,465
|
|
|
32,548
|
|
|
73,775
|
|
|
60,966
|
|
||||
Sales & marketing expenses
|
11,891
|
|
|
7,969
|
|
|
22,316
|
|
|
13,648
|
|
||||
General & administrative expenses
|
9,149
|
|
|
6,285
|
|
|
20,506
|
|
|
11,717
|
|
||||
Loss on change in fair value of contingent consideration
|
118
|
|
|
—
|
|
|
118
|
|
|
—
|
|
||||
Total operating expenses
|
21,158
|
|
|
14,254
|
|
|
42,940
|
|
|
25,365
|
|
||||
Operating income
|
17,307
|
|
|
18,294
|
|
|
30,835
|
|
|
35,601
|
|
||||
Interest expense
|
11,005
|
|
|
3,126
|
|
|
21,978
|
|
|
6,152
|
|
||||
Other income, net
|
(613
|
)
|
|
—
|
|
|
(891
|
)
|
|
—
|
|
||||
Income before income taxes
|
6,915
|
|
|
15,168
|
|
|
9,748
|
|
|
29,449
|
|
||||
Income tax expense
|
5,729
|
|
|
6,400
|
|
|
8,034
|
|
|
12,279
|
|
||||
Net income
|
$
|
1,186
|
|
|
$
|
8,768
|
|
|
$
|
1,714
|
|
|
$
|
17,170
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
14,279
|
|
|
—
|
|
|
20,912
|
|
|
—
|
|
||||
Comprehensive income
|
$
|
15,465
|
|
|
$
|
8,768
|
|
|
$
|
22,626
|
|
|
$
|
17,170
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share
|
$
|
0.02
|
|
|
$
|
0.12
|
|
|
$
|
0.02
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
76,761,585
|
|
|
74,798,232
|
|
|
76,758,859
|
|
|
74,818,584
|
|
||||
Diluted
|
76,839,818
|
|
|
74,847,862
|
|
|
76,838,408
|
|
|
74,846,083
|
|
|
26 Weeks Ended July 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
1,714
|
|
|
$
|
17,170
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation
|
3,585
|
|
|
275
|
|
||
Amortization of intangible assets
|
3,599
|
|
|
2,154
|
|
||
Amortization of deferred financing costs and debt discounts
|
1,714
|
|
|
451
|
|
||
Deferred income taxes
|
2,926
|
|
|
2,735
|
|
||
Equity-based compensation expense
|
1,401
|
|
|
2,169
|
|
||
Loss on disposal of property, plant and equipment
|
8
|
|
|
29
|
|
||
Loss on exit activity
|
190
|
|
|
—
|
|
||
Loss on change in fair value of contingent consideration
|
118
|
|
|
—
|
|
||
Other non-cash activities
|
8
|
|
|
—
|
|
||
Changes in operating assets and liabilities, net of effects of acquisition:
|
|
|
|
||||
Accounts receivable
|
(104
|
)
|
|
(4,349
|
)
|
||
Inventories
|
(4,564
|
)
|
|
(2,116
|
)
|
||
Other assets
|
2,269
|
|
|
99
|
|
||
Accounts payable
|
2,314
|
|
|
2,370
|
|
||
Accrued and other liabilities
|
4,174
|
|
|
(177
|
)
|
||
Payments of founder contingent compensation
|
—
|
|
|
(23,000
|
)
|
||
Net cash provided by (used in) operating activities
|
19,352
|
|
|
(2,190
|
)
|
||
Investing activities:
|
|
|
|
||||
Acquisition of Boundless Nutrition, net of cash acquired
|
—
|
|
|
(16,322
|
)
|
||
Acquisition of property, plant and equipment
|
(10,382
|
)
|
|
(246
|
)
|
||
Proceeds from sale of property, plant and equipment
|
77
|
|
|
—
|
|
||
Net cash used in investing activities
|
(10,305
|
)
|
|
(16,568
|
)
|
||
Financing activities:
|
|
|
|
||||
Payments on term loans
|
(3,000
|
)
|
|
(7,580
|
)
|
||
Payoff of maturing notes payable
|
(1,000
|
)
|
|
—
|
|
||
Pay downs on revolving credit facility
|
(9,500
|
)
|
|
—
|
|
||
Draws under revolving credit facility
|
7,000
|
|
|
15,000
|
|
||
Repurchase of employee stock units on vesting
|
(309
|
)
|
|
—
|
|
||
Net cash (used in) provided by financing activities
|
(6,809
|
)
|
|
7,420
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
200
|
|
|
—
|
|
||
Decrease in cash and cash equivalents
|
2,438
|
|
|
(11,338
|
)
|
||
Cash and cash equivalents—Beginning of period
|
10,323
|
|
|
18,751
|
|
||
Cash and cash equivalents—End of period
|
$
|
12,761
|
|
|
$
|
7,413
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
1,589
|
|
|
$
|
9,543
|
|
Interest paid
|
$
|
19,993
|
|
|
$
|
5,623
|
|
Non-cash investing and financing activities during the period:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
2,078
|
|
|
$
|
—
|
|
Issuance of notes payable as consideration
|
$
|
—
|
|
|
$
|
3,776
|
|
Contingent consideration
|
$
|
—
|
|
|
$
|
1,730
|
|
Working capital/tax holdback
|
$
|
—
|
|
|
$
|
200
|
|
•
|
TA Topco 1, LLC ("Topco"), the former parent entity of the Company, liquidated in accordance with the terms and conditions of Topco's existing limited liability company agreement ("Topco Liquidation"). The holders of existing units in Topco received
100%
of the capital stock of the Company, which was allocated to such unit holders pursuant to the distribution provisions of the existing limited liability company agreement of Topco based upon the liquidation value of Topco. Since Topco was liquidated at the time of our IPO, the implied liquidation value of Topco was based on the IPO price of
$18.00
per share. Topco ceased to exist following the Topco Liquidation.
|
•
|
The Company entered into a tax receivable agreement ("TRA") with the former holders of units in Topco pursuant to which such holders received the right to future payments from the Company. Refer to Note 2 for more details regarding the TRA.
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
Liabilities:
|
|
|
|
||||
Contingent consideration
(1)
|
$
|
2,609
|
|
|
$
|
2,491
|
|
|
|
26 Weeks Ended July 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||
Balance at beginning of the period
|
|
$
|
2,491
|
|
|
$
|
1,911
|
|
Fair value of Boundless Nutrition contingent consideration at acquisition date
|
|
—
|
|
|
1,730
|
|
||
Loss on change in fair value of contingent consideration
|
|
118
|
|
|
—
|
|
||
Balance at end of the period
|
|
$
|
2,609
|
|
|
$
|
3,641
|
|
|
13 Weeks Ended July 1, 2017
|
|
Three Months Ended June 30, 2016
|
|
26 Weeks Ended July 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||
Customer:
|
|
|
|
|
|
|
|
||||
Costco
|
15
|
%
|
|
28
|
%
|
|
16
|
%
|
|
28
|
%
|
Sam's Club
|
12
|
%
|
|
15
|
%
|
|
11
|
%
|
|
15
|
%
|
|
|
13 Weeks Ended
July 1, 2017 |
|
Three Months Ended
June 30, 2016 |
|
26 Weeks Ended July 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||
(in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
1,186
|
|
|
$
|
8,768
|
|
|
$
|
1,714
|
|
|
$
|
17,170
|
|
Less: net income attributable to participating securities
|
|
(36
|
)
|
|
(501
|
)
|
|
(57
|
)
|
|
(1,045
|
)
|
||||
Net income attributable to common shareholders
|
|
1,150
|
|
|
8,267
|
|
|
1,657
|
|
|
16,125
|
|
||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
|
76,761,585
|
|
|
74,798,232
|
|
|
76,758,859
|
|
|
74,818,584
|
|
||||
Less: participating securities
|
|
(2,305,933
|
)
|
|
(4,269,854
|
)
|
|
(2,532,578
|
)
|
|
(4,551,605
|
)
|
||||
Basic weighted average common shares outstanding
|
|
74,455,652
|
|
|
70,528,378
|
|
|
74,226,281
|
|
|
70,266,979
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.02
|
|
|
$
|
0.12
|
|
|
$
|
0.02
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
|
76,761,585
|
|
|
74,798,232
|
|
|
76,758,859
|
|
|
74,818,584
|
|
||||
Unvested RSUs
(1)
|
|
78,233
|
|
|
48,520
|
|
|
79,549
|
|
|
27,499
|
|
||||
Outstanding stock options
(2)
|
|
—
|
|
|
1,110
|
|
|
—
|
|
|
—
|
|
||||
Diluted weighted average shares outstanding
|
|
76,839,818
|
|
|
74,847,862
|
|
|
76,838,408
|
|
|
74,846,083
|
|
||||
Less: participating securities
|
|
(2,305,933
|
)
|
|
(4,269,854
|
)
|
|
(2,532,578
|
)
|
|
(4,551,605
|
)
|
||||
Diluted weighted average common shares outstanding
|
|
74,533,885
|
|
|
70,578,008
|
|
|
74,305,830
|
|
|
70,294,478
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
|
$
|
0.02
|
|
|
$
|
0.12
|
|
|
$
|
0.02
|
|
|
$
|
0.23
|
|
Purchase consideration:
|
Provisional Valuation as of December 31, 2016
|
|
Measurement Period Adjustments
|
|
Current Valuation
|
||||||
Cash paid as purchase consideration
|
$
|
381,069
|
|
|
$
|
—
|
|
|
$
|
381,069
|
|
Fair value of equity issued to Sellers
|
35,319
|
|
|
—
|
|
|
35,319
|
|
|||
Total purchase consideration
|
416,388
|
|
|
—
|
|
|
416,388
|
|
|||
Less: cash and cash equivalents acquired
|
(15,451
|
)
|
|
—
|
|
|
(15,451
|
)
|
|||
Total purchase price, net of cash and cash equivalents acquired
|
400,937
|
|
|
—
|
|
|
400,937
|
|
|||
Fair value of net assets acquired and liabilities assumed:
|
|
|
|
|
|
||||||
Accounts receivable
|
21,424
|
|
|
—
|
|
|
21,424
|
|
|||
Inventory
|
8,921
|
|
|
—
|
|
|
8,921
|
|
|||
Property, plant and equipment
|
42,612
|
|
|
9,005
|
|
|
51,617
|
|
|||
Other assets
|
2,845
|
|
|
—
|
|
|
2,845
|
|
|||
Indefinite-lived identifiable intangible asset- trade names
|
261,854
|
|
|
2,524
|
|
|
264,378
|
|
|||
Definite-lived identifiable intangible assets- customer relationships (15-year useful life)
|
44,240
|
|
|
532
|
|
|
44,772
|
|
|||
Accounts payable
|
(19,498
|
)
|
|
—
|
|
|
(19,498
|
)
|
|||
Other liabilities
|
(13,123
|
)
|
|
(1,768
|
)
|
|
(14,891
|
)
|
|||
Deferred tax liabilities
|
(51,810
|
)
|
|
(2,329
|
)
|
|
(54,139
|
)
|
|||
Total fair value of net assets acquired and liabilities assumed
|
297,465
|
|
|
7,964
|
|
|
305,429
|
|
|||
Excess purchase consideration over fair value of net assets acquired (goodwill)
|
$
|
103,472
|
|
|
$
|
(7,964
|
)
|
|
$
|
95,508
|
|
|
13 Weeks Ended
July 1, 2017 |
|
Three Months Ended
June 30, 2016 |
|
26 Weeks Ended
July 1, 2017 |
|
Six Months Ended
June 30, 2016 |
||||||||
(Unaudited)
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
100,974
|
|
|
$
|
93,952
|
|
|
$
|
188,192
|
|
|
$
|
180,094
|
|
Net income
|
$
|
1,186
|
|
|
$
|
(5,202
|
)
|
|
$
|
1,714
|
|
|
$
|
(10,326
|
)
|
Net income per share- basic
|
$
|
0.02
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.13
|
)
|
Net income per share- diluted
|
$
|
0.02
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.13
|
)
|
Purchase consideration:
|
|
||
Cash paid as purchase consideration
|
$
|
16,651
|
|
Fair value of notes payable issued to sellers as consideration
|
3,776
|
|
|
Fair value of contingent consideration
|
1,085
|
|
|
Total purchase consideration
|
21,512
|
|
|
Less: cash and cash equivalents acquired
|
(129
|
)
|
|
Total purchase price- net of cash and cash equivalents acquired
|
21,383
|
|
|
Fair value of net assets acquired and liabilities assumed:
|
|
||
Accounts receivable and inventory
|
2,046
|
|
|
Property, plant and equipment
|
751
|
|
|
Other assets
|
178
|
|
|
Indefinite-lived identifiable intangible asset- trade name
|
9,440
|
|
|
Definite-lived identifiable intangible assets- customer relationships and trade name
|
2,160
|
|
|
Accounts payable
|
(1,111
|
)
|
|
Other liabilities
|
(532
|
)
|
|
Total fair value of net assets acquired and liabilities assumed
|
12,932
|
|
|
Excess purchase consideration over fair value of net assets acquired (goodwill)
|
$
|
8,451
|
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
Raw materials and packaging
|
$
|
10,635
|
|
|
$
|
9,313
|
|
Work in process
|
1,113
|
|
|
760
|
|
||
Finished goods
|
11,502
|
|
|
8,177
|
|
||
Inventories, net
|
$
|
23,250
|
|
|
$
|
18,250
|
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
Machinery and equipment
|
$
|
47,101
|
|
|
$
|
35,889
|
|
Furniture and fixtures
|
4,117
|
|
|
3,665
|
|
||
Building
|
5,325
|
|
|
4,408
|
|
||
Land
|
1,114
|
|
|
928
|
|
||
Leasehold improvements
|
6,395
|
|
|
3,922
|
|
||
Construction in progress
|
8,459
|
|
|
—
|
|
||
Property, plant and equipment, gross
|
72,511
|
|
|
48,812
|
|
||
Less: accumulated depreciation
|
(6,770
|
)
|
|
(2,928
|
)
|
||
Property, plant and equipment, net
|
$
|
65,741
|
|
|
$
|
45,884
|
|
|
North America
|
|
International
|
|
Total
|
||||||
Balance as of December 31, 2016
|
$
|
55,872
|
|
|
$
|
96,081
|
|
|
$
|
151,953
|
|
Purchase price accounting adjustments
|
—
|
|
|
(7,395
|
)
|
|
(7,395
|
)
|
|||
Foreign currency translation impact
|
—
|
|
|
4,922
|
|
|
4,922
|
|
|||
Balance as of July 1, 2017
|
$
|
55,872
|
|
|
$
|
93,608
|
|
|
$
|
149,480
|
|
|
July 1, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
$
|
480,467
|
|
|
$
|
—
|
|
|
$
|
480,467
|
|
|
$
|
464,488
|
|
|
$
|
—
|
|
|
$
|
464,488
|
|
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
109,631
|
|
|
(15,068
|
)
|
|
94,563
|
|
|
106,830
|
|
|
(11,387
|
)
|
|
95,443
|
|
||||||
Non-competition agreement
|
90
|
|
|
(38
|
)
|
|
52
|
|
|
90
|
|
|
(32
|
)
|
|
58
|
|
||||||
Trade name
|
20
|
|
|
(20
|
)
|
|
—
|
|
|
20
|
|
|
(13
|
)
|
|
7
|
|
||||||
Total
|
$
|
590,208
|
|
|
$
|
(15,126
|
)
|
|
$
|
575,082
|
|
|
$
|
571,428
|
|
|
$
|
(11,432
|
)
|
|
$
|
559,996
|
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
Unbilled inventory
|
$
|
3,485
|
|
|
$
|
2,409
|
|
Accrued bonuses
|
1,092
|
|
|
2,133
|
|
||
Accrued personnel costs
|
598
|
|
|
898
|
|
||
Accrued interest
|
3,431
|
|
|
3,297
|
|
||
Accrued marketing costs
|
1,600
|
|
|
157
|
|
||
Accrued professional fees
|
1,101
|
|
|
913
|
|
||
Accrued sales tax and value added tax (VAT) payable
|
1,530
|
|
|
825
|
|
||
Other accrued liabilities
|
2,481
|
|
|
1,873
|
|
||
Total accrued liabilities
|
$
|
15,318
|
|
|
$
|
12,505
|
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
Term loans, net of unamortized original issue discount of $5,924 and $6,321, respectively
|
$
|
589,576
|
|
|
$
|
592,179
|
|
Revolving loans
|
6,000
|
|
|
8,500
|
|
||
Notes payable, net of unamortized discount of $155 and $236, respectively
|
6,751
|
|
|
7,669
|
|
||
Deferred financing costs, net of accumulated amortization of $2,046 and $813, respectively
|
(14,726
|
)
|
|
(15,957
|
)
|
||
Total debt
|
587,601
|
|
|
592,391
|
|
||
Less: Current portion
|
(10,772
|
)
|
|
(6,927
|
)
|
||
Long-term debt
|
$
|
576,829
|
|
|
$
|
585,464
|
|
|
Ingredient Commitments
|
||
2017
|
$
|
13,472
|
|
2018
|
11,665
|
|
|
2019
|
3,924
|
|
|
Total
|
$
|
29,061
|
|
Remainder of 2017
|
$
|
670
|
|
2018
|
960
|
|
|
2019
|
802
|
|
|
2020
|
738
|
|
|
2021
|
694
|
|
|
Thereafter
|
1,439
|
|
|
Total
|
$
|
5,303
|
|
|
13 Weeks Ended
July 1, 2017
|
|
Three Months Ended
June 30, 2016
|
|
26 Weeks Ended
July 1, 2017
|
|
Six Months Ended
June 30, 2016
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
69,641
|
|
|
$
|
59,866
|
|
|
$
|
129,676
|
|
|
$
|
114,211
|
|
International
|
31,333
|
|
|
—
|
|
|
58,516
|
|
|
—
|
|
||||
Total net sales
|
$
|
100,974
|
|
|
$
|
59,866
|
|
|
$
|
188,192
|
|
|
$
|
114,211
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
255
|
|
|
$
|
168
|
|
|
$
|
500
|
|
|
$
|
275
|
|
International
|
1,416
|
|
|
—
|
|
|
3,085
|
|
|
—
|
|
||||
Total depreciation expense
|
$
|
1,671
|
|
|
$
|
168
|
|
|
$
|
3,585
|
|
|
$
|
275
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangible assets:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
1,096
|
|
|
$
|
1,091
|
|
|
$
|
2,196
|
|
|
$
|
2,154
|
|
International
|
720
|
|
|
—
|
|
|
1,403
|
|
|
—
|
|
||||
Total amortization expense
|
$
|
1,816
|
|
|
$
|
1,091
|
|
|
$
|
3,599
|
|
|
$
|
2,154
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income (loss):
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
22,141
|
|
|
$
|
22,085
|
|
|
$
|
43,081
|
|
|
$
|
42,522
|
|
International
|
(501
|
)
|
|
—
|
|
|
(1,670
|
)
|
|
—
|
|
||||
Segment operating income
|
21,640
|
|
|
22,085
|
|
|
41,411
|
|
|
42,522
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Corporate overhead
(1)
|
(2,540
|
)
|
|
(1,612
|
)
|
|
(5,901
|
)
|
|
(3,663
|
)
|
||||
Non-recurring and unusual transactions
(2)
|
(2,018
|
)
|
|
(1,089
|
)
|
|
(3,156
|
)
|
|
(1,089
|
)
|
||||
Loss on change in fair value of contingent consideration
|
(118
|
)
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
||||
Equity-based compensation
|
343
|
|
|
(1,090
|
)
|
|
(1,401
|
)
|
|
(2,169
|
)
|
||||
Operating income
|
17,307
|
|
|
18,294
|
|
|
30,835
|
|
|
35,601
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Reconciliation to income before taxes:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
11,005
|
|
|
3,126
|
|
|
21,978
|
|
|
6,152
|
|
||||
Other income, net
|
(613
|
)
|
|
—
|
|
|
(891
|
)
|
|
—
|
|
||||
Income before income taxes
|
$
|
6,915
|
|
|
$
|
15,168
|
|
|
$
|
9,748
|
|
|
$
|
29,449
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by brand:
|
|
|
|
|
|
|
|
||||||||
SkinnyPop brand
|
$
|
61,258
|
|
|
$
|
55,975
|
|
|
$
|
114,789
|
|
|
$
|
109,054
|
|
Tyrrells brand
(3)
|
26,348
|
|
|
—
|
|
|
48,701
|
|
|
—
|
|
||||
Oatmega brand
|
4,827
|
|
|
2,587
|
|
|
8,569
|
|
|
2,587
|
|
||||
Paqui brand
|
3,292
|
|
|
1,304
|
|
|
5,752
|
|
|
2,570
|
|
||||
Lisa's Chips brand
(4)
|
1,958
|
|
|
—
|
|
|
3,883
|
|
|
—
|
|
||||
Thomas Chipman and the Wholesome Food Company brands
(5)
|
3,291
|
|
|
—
|
|
|
6,498
|
|
|
—
|
|
||||
Total net sales
|
$
|
100,974
|
|
|
$
|
59,866
|
|
|
$
|
188,192
|
|
|
$
|
114,211
|
|
(1)
|
Included in corporate overhead are administrative costs required to operate effectively as a public company, recurring professional fees, corporate-related insurance costs, personnel costs of our executive team, and certain individuals within our finance and human resources departments.
|
(2)
|
Included in non-recurring and unusual transactions are expenses that impact operating income that management considers non-recurring in nature, which we add-back in determining adjusted EBITDA as presented in Item 2 of this Quarterly Report.
|
(3)
|
Tyrrells brand includes private label net sales of items that were manufactured at our facilities in the United Kingdom.
|
(4)
|
Lisa's Chips brand includes private label net sales of items that were manufactured at our facility in Germany.
|
(5)
|
Thomas Chipman and the Wholesome Food Company brands include private label net sales of items that were manufactured at our facility in Australia.
|
|
13 Weeks Ended
July 1, 2017
|
|
Three Months Ended
June 30, 2016
|
|
26 Weeks Ended
July 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||
Customer:
|
|
|
|
|
|
|
|
||||
Costco
|
22
|
%
|
|
28
|
%
|
|
23
|
%
|
|
28
|
%
|
Sam's Club
|
17
|
%
|
|
15
|
%
|
|
15
|
%
|
|
15
|
%
|
|
|
13 Weeks Ended
July 1, 2017 |
|
Three Months Ended
June 30, 2016 |
|
26 Weeks Ended
July 1, 2017 |
|
Six Months Ended
June 30, 2016 |
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
6,511
|
|
|
$
|
53
|
|
|
$
|
7,723
|
|
|
$
|
246
|
|
International
|
|
1,345
|
|
|
—
|
|
|
2,659
|
|
|
—
|
|
||||
|
|
$
|
7,856
|
|
|
$
|
53
|
|
|
$
|
10,382
|
|
|
$
|
246
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed assets:
|
|
July 1, 2017
|
|
December 31, 2016
|
|
|
|
|
||||||||
North America
|
|
$
|
12,752
|
|
|
$
|
4,168
|
|
|
|
|
|
||||
International
|
|
52,989
|
|
|
41,716
|
|
|
|
|
|
||||||
|
|
$
|
65,741
|
|
|
$
|
45,884
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total assets:
|
|
July 1, 2017
|
|
December 31, 2016
|
|
|
|
|
||||||||
North America
|
|
$
|
389,038
|
|
|
$
|
378,658
|
|
|
|
|
|
||||
International
|
|
487,855
|
|
|
459,582
|
|
|
|
|
|
||||||
|
|
$
|
876,893
|
|
|
$
|
838,240
|
|
|
|
|
|
|
13 Weeks Ended
July 1, 2017 |
|
% of
Net Sales |
|
Three Months Ended
June 30, 2016 |
|
% of
Net Sales |
||||||
Net sales
|
$
|
100,974
|
|
|
100.0
|
%
|
|
$
|
59,866
|
|
|
100.0
|
%
|
Cost of goods sold
|
62,509
|
|
|
61.9
|
%
|
|
27,318
|
|
|
45.6
|
%
|
||
Gross profit
|
38,465
|
|
|
38.1
|
%
|
|
32,548
|
|
|
54.4
|
%
|
||
Sales & marketing expenses
|
11,891
|
|
|
11.8
|
%
|
|
7,969
|
|
|
13.3
|
%
|
||
General & administrative expenses
|
7,676
|
|
|
7.6
|
%
|
|
4,104
|
|
|
6.9
|
%
|
||
Loss on change in fair value of contingent consideration
|
118
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
||
Equity-based compensation
|
(343
|
)
|
|
(0.3
|
)%
|
|
1,090
|
|
|
1.8
|
%
|
||
Amortization of intangible assets
|
1,816
|
|
|
1.8
|
%
|
|
1,091
|
|
|
1.8
|
%
|
||
Total operating expenses
|
21,158
|
|
|
21.0
|
%
|
|
14,254
|
|
|
23.8
|
%
|
||
Operating income
|
17,307
|
|
|
17.1
|
%
|
|
18,294
|
|
|
30.6
|
%
|
||
Interest expense
|
11,005
|
|
|
10.9
|
%
|
|
3,126
|
|
|
5.2
|
%
|
||
Other income, net
|
(613
|
)
|
|
(0.6
|
)%
|
|
—
|
|
|
—
|
%
|
||
Income before income taxes
|
6,915
|
|
|
6.8
|
%
|
|
15,168
|
|
|
25.3
|
%
|
||
Income tax expense
|
5,729
|
|
|
5.7
|
%
|
|
6,400
|
|
|
10.7
|
%
|
||
Net income
|
$
|
1,186
|
|
|
1.2
|
%
|
|
$
|
8,768
|
|
|
14.6
|
%
|
|
26 Weeks Ended July 1, 2017
|
|
% of Net Sales
|
|
Six Months Ended June 30, 2016
|
|
% of Net Sales
|
||||||
Net sales
|
$
|
188,192
|
|
|
100.0
|
%
|
|
$
|
114,211
|
|
|
100.0
|
%
|
Cost of goods sold
|
114,417
|
|
|
60.8
|
%
|
|
53,245
|
|
|
46.6
|
%
|
||
Gross profit
|
73,775
|
|
|
39.2
|
%
|
|
60,966
|
|
|
53.4
|
%
|
||
Sales & marketing expenses
|
22,316
|
|
|
11.9
|
%
|
|
13,648
|
|
|
11.9
|
%
|
||
General & administrative expenses
|
15,506
|
|
|
8.2
|
%
|
|
7,394
|
|
|
6.5
|
%
|
||
Loss on change in fair value of contingent consideration
|
118
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
||
Equity-based compensation
|
1,401
|
|
|
0.7
|
%
|
|
2,169
|
|
|
1.9
|
%
|
||
Amortization of intangible assets
|
3,599
|
|
|
1.9
|
%
|
|
2,154
|
|
|
1.9
|
%
|
||
Total operating expenses
|
42,940
|
|
|
22.8
|
%
|
|
25,365
|
|
|
22.2
|
%
|
||
Operating income
|
30,835
|
|
|
16.4
|
%
|
|
35,601
|
|
|
31.2
|
%
|
||
Interest expense
|
21,978
|
|
|
11.7
|
%
|
|
6,152
|
|
|
5.4
|
%
|
||
Other income, net
|
(891
|
)
|
|
(0.5
|
)%
|
|
—
|
|
|
—
|
|
||
Income before income taxes
|
9,748
|
|
|
5.2
|
%
|
|
29,449
|
|
|
25.8
|
%
|
||
Income tax expense
|
8,034
|
|
|
4.3
|
%
|
|
12,279
|
|
|
10.8
|
%
|
||
Net income
|
$
|
1,714
|
|
|
0.9
|
%
|
|
$
|
17,170
|
|
|
15.0
|
%
|
|
26 Weeks Ended July 1, 2017
|
|
Six Months Ended June 30, 2016
|
|
Change
|
||||||
(In thousands)
|
|
|
|||||||||
Cash flows (used in) provided by:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
19,352
|
|
|
$
|
(2,190
|
)
|
|
$
|
21,542
|
|
Investing activities
|
(10,305
|
)
|
|
(16,568
|
)
|
|
6,263
|
|
|||
Financing activities
|
(6,809
|
)
|
|
7,420
|
|
|
(14,229
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
200
|
|
|
—
|
|
|
200
|
|
|||
Net increase (decrease) in cash
|
$
|
2,438
|
|
|
$
|
(11,338
|
)
|
|
$
|
13,776
|
|
•
|
Adjusted EBITDA measure does not reflect our cash expenditures for capital equipment or other contractual commitments;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements;
|
•
|
Adjusted EBITDA measures may not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness; and
|
•
|
Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
13 Weeks Ended July 1, 2017
|
|
Three Months Ended June 30, 2016
|
|
26 Weeks Ended July 1, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||
Net income
|
$
|
1,186
|
|
|
$
|
8,768
|
|
|
$
|
1,714
|
|
|
$
|
17,170
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
11,005
|
|
|
3,126
|
|
|
21,978
|
|
|
6,152
|
|
||||
Income tax expense
|
5,729
|
|
|
6,400
|
|
|
8,034
|
|
|
12,279
|
|
||||
Depreciation expense
|
1,671
|
|
|
168
|
|
|
3,585
|
|
|
275
|
|
||||
Amortization of intangible assets
|
1,816
|
|
|
1,091
|
|
|
3,599
|
|
|
2,154
|
|
||||
Equity-based compensation expense
|
(343
|
)
|
|
1,090
|
|
|
1,401
|
|
|
2,169
|
|
||||
Loss on exit activity
(1)
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
||||
Loss on change in fair value of contingent consideration
|
118
|
|
|
—
|
|
|
118
|
|
|
—
|
|
||||
Foreign currency gains
|
(615
|
)
|
|
—
|
|
|
(1,083
|
)
|
|
—
|
|
||||
Transaction-related expenses:
|
|
|
|
|
|
|
|
||||||||
Secondary offering-related expenses
(2)
|
—
|
|
|
615
|
|
|
—
|
|
|
615
|
|
||||
Acquisition-related expenses
(3)
|
1,728
|
|
|
474
|
|
|
2,578
|
|
|
474
|
|
||||
Executive recruitment
(4)
|
291
|
|
|
—
|
|
|
579
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
22,586
|
|
|
$
|
21,732
|
|
|
$
|
42,693
|
|
|
$
|
41,288
|
|
(1)
|
In connection with our acquisition of Boundless Nutrition in April 2016, we assumed a lease for a manufacturing facility located in Austin, Texas. In January 2017, we abandoned this facility and entered into a sublease with a third-party for the remainder of the lease term. As a result of this arrangement, we recorded a loss on exit activity of approximately $0.2 million for the 26 weeks ended July 1, 2017.
|
(2)
|
Includes legal, accounting, printing and filing fees paid in connection with our secondary public offering, which closed in May 2016.
|
(3)
|
Includes legal, accounting and consulting fees along with severance expenses and integration costs incurred in connection with corporate M&A-related activities.
|
(4)
|
Represents fees paid to help conduct our search for executive leadership and board of director personnel.
|
|
Amplify Snack Brands, Inc.
|
||
Date: August 9, 2017
|
|
|
/s/ Brian Goldberg
|
|
|
|
Brian Goldberg
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Exhibit
|
|
|
|
Incorporated by Reference
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2*
|
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
*
|
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
|
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1 Month AMPLIFY SNACK BRANDS, INC Chart |
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