UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________
FORM 8-K
_______________________________________________________
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2017
_______________________________________________________
The Simply Good Foods Company
(Exact name of registrant as specified in its charter)
_______________________________________________________
DELAWARE | 001-38155 | 82-1038121 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
1050 17th Street, Suite 1500
Denver, CO 80265
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (303) 633-2840
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 2.02 Results of Operations and Financial Condition.
On November 8, 2017, The Simply Good Foods Company, Inc., a Delaware corporation (“Simply Good Foods”), reported its results for the year ended August 26, 2017. The results are discussed in detail in the press release attached hereto as Exhibit 99.1. In addition, we have posted an investor presentation at www.thesimplygoodfoodscompany.com.
The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement unless specifically identified therein as being incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
99.1 | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | November 8, 2017 | By: | /s/ Todd E. Cunfer |
Name: | Todd E. Cunfer | ||
Title: | Chief Financial Officer | ||
(Principal Financial Officer) | |||
The Simply Good Foods Company Reports Fourth Quarter and Full Year Fiscal 2017 Financial Results
Denver, CO, November 8, 2017 - The Simply Good Foods Company (NASDAQ: SMPL, SMPL.W) (“Simply Good Foods,” or the “Company”), a developer, marketer and seller of branded nutritional foods and snacking products, today reported financial results for the fiscal 13 week fourth quarter and full year ended August 26, 2017.
“We ended fiscal year 2017 with strong net sales and profit growth. Our financial performance reflects continued solid momentum across sales channels and our nutritional snacking product categories,” commented Joseph E. Scalzo, President and Chief Executive Officer of Simply Good Foods. “Going forward, we remain confident we are well positioned to leverage our well-established brand and capitalize on our strategic growth initiatives to drive continued sales and profitability and create value for our shareholders.”
Results for the Successor Period July 7, 2017 to August 26, 2017 and Predecessor Period August 28, 2016 to July 6, 2017(1)
• | Successor net sales were $56.3 million and Predecessor net sales were $339.8 million |
• | Successor net income was $0.5 million and Predecessor net loss was $2.5 million |
In order to present comparable financial information, the Company has also presented supplemental unaudited pro forma combined financial information for the quarters and years ended August 26, 2017 and August 27, 2016, giving effect to the business combination (the "Business Combination") with Conyers Park Acquisition Corp. ("Conyers Park") and NCP-ATK Holdings, Inc. ("Atkins") as if it had occurred on August 30, 2015. All references in this press release to results for the quarter and year ended August 26, 2017, refer to such unaudited pro forma combined results. The Company believes this pro forma information provides helpful supplemental information with respect to the performance of Simply Good Foods, and particularly the Atkins business, during this period.
Fourth Quarter 2017 Pro Forma Combined Financial Highlights
• | Pro forma combined net sales increased 10.3%, or $9.1 million, to $97.6 million |
• | Pro forma combined gross profit margin of 48.6%, an increase of 220 bps |
• | Pro forma combined net income increased 80.3% to $7.8 million, an increase of $3.5 million compared to the fourth quarter of 2016 |
• | Pro forma combined earnings per diluted share (“EPS”) of $0.11, an increase of $0.05 per fully diluted share |
• | Pro forma combined Adjusted EBITDA(2) increased 3.6%, to $17.4 million. |
________________________________________
(1) On July 7, 2017, the Company completed the Business Combination between Atkins and Conyers Park, and as a result of the Business Combination, both Conyers Park and Atkins became wholly-owned subsidiaries of Simply Good Foods. Pursuant to GAAP and SEC requirements and the application of acquisition accounting, the Company's consolidated financial results are presented: (i) as of and for the period July 7, 2017 to August 26, 2017 (Successor); (ii) as of and for the period August 28, 2016 to July 6, 2017 (Predecessor); and (iii) for the fiscal year ended August 27, 2016 (Predecessor). All references to “Successor” refers to Simply Good Foods, and all references to “Predecessor” refers to Atkins prior to the Business Combination.
(2) Adjusted EBITDA is a non-GAAP financial measure. Please refer to "Non-GAAP Financial Measure and Related Information" and "Reconciliation of Adjusted EBITDA" in this press release for an explanation and reconciliations of this non-GAAP financial measure.
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Fiscal 2017 Pro Forma Combined Financial Highlights
• | Pro forma combined net sales increased 7.4%, or $27.1 million, to $396.2 million |
• | Pro forma combined gross profit margin of 47.0%, an increase of 110 bps |
• | Pro forma combined net income increased 34.8% to $28.7 million, an increase of $7.4 million compared to 2016 |
• | Pro forma combined EPS on a fully diluted basis of $0.40 per share, an increase of $0.10 per fully diluted share |
• | Pro forma combined Adjusted EBITDA increased 12.9%, to $72.5 million |
(All comparisons above are with respect to the Predecessor's pro forma fourth quarter and year ended August 27, 2016)
Fourth Quarter 2017 Pro Forma Combined Financial Results
Pro forma combined net sales increased $9.1 million, or 10.3%, to $97.6 million driven by core growth of 2.6%, the acquisition of Wellness Foods, Inc. and its Simply Protein brand which added 4.0% and a 3.7% benefit from a 2016 recall expense and corresponding reimbursement in 2017.
Pro forma combined gross profit was $47.4 million for the fourth quarter of 2017, an increase of $6.3 million or 15.3%. Pro forma combined gross profit margin was 48.6% compared to 46.4% for the 13 weeks ended August 27, 2016 driven primarily by the absence of the aforementioned recall expense, which accounted for 210 basis points of the gross margin expansion.
Pro forma combined net income increased $3.5 million or 80.3%, to $7.8 million. The increase was driven by above gross profit improvement, partially offset by a 13.1% increase in marketing spend and higher public company costs.
Pro forma combined Adjusted EBITDA, which is a non-GAAP financial measure used by the Company that makes certain adjustments to net income calculated under GAAP, increased 3.6% to $17.4 million.
Fiscal 2017 Pro Forma Combined Financial Results
Pro forma combined net sales increased $27.1 million, or 7.4%, to $396.2 million as a result of core growth of 4.6%, the acquisition of Wellness Foods, Inc. in December 2016 which contributed 1.9%, and the recall which added 0.9%.
Pro forma combined gross profit was $186.2 million for fiscal 2017, an increase of $16.7 million or 9.8% versus the prior year. Pro forma combined gross profit margin was 47.0% compared to 45.9% in fiscal 2016 driven by cost saving initiatives, favorable mix and the recall.
Pro forma combined net income increased $7.4 million, or 34.8%, to $28.7 million driven by the increase in gross profit, and operating expenses that grew slightly below net sales growth.
Pro forma combined Adjusted EBITDA increased 12.9% to $72.5 million.
Balance Sheet and Cash Flow
As of August 26, 2017, the Company had cash and cash equivalents of $56.5 million and a $200.0 million Term Loan outstanding, resulting in a pro forma combined Net Debt to Adjusted EBITDA ratio of 2.0x. The Company also has a $75.0 million revolving line of credit available for borrowing which is not currently being utilized, and which had no borrowings outstanding as of August 26, 2017.
Outlook
Simply Good Foods expects fiscal year 2018 net sales growth to be consistent with its previously stated long-term growth algorithm of 4% to 6%. The Company anticipates Adjusted EBITDA will grow at a slightly higher rate than net sales, including the impact of an incremental $2.0 million of public company expenses.
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Conference Call and Webcast Information
The Company will host a conference call with members of the executive management team to discuss these results today, Wednesday, November 8, 2017 at 6:30 a.m. Mountain time (8:30 a.m. Eastern time). Investors interested in participating in the live call can dial 877-407-0792 from the U.S and International callers can dial 201-689-8263.
In addition, the call and supplementary presentation slides will be broadcast live over the Internet hosted at the “Investor Relations” section of the Company's website at http://www.thesimplygoodfoodscompany.com. The webcast will be archived for 30 days. A telephone replay will be available approximately two hours after the call concludes and will be available through Wednesday, November 22, 2017, by dialing 844-512-2921 from the U.S., or 412-317-6671 from international locations, and entering confirmation code 13671889.
About The Simply Good Foods Company
The Simply Good Foods Company, or “Simply Good Foods,” is the company created by the business combination of Conyers Park Acquisition Corp., with executive founders Jim Kilts and Dave West, long-time business leaders in the consumer products sector, and NCP-ATK Holdings, Inc. Today, our highly-focused product portfolio consists primarily of nutrition bars, ready-to-drink shakes, snacks and confectionery products marketed under the Atkins®, SimplyProtein®, Atkins Endulge®, and Atkins Harvest Trail brand names. Simply Good Foods will look to expand its platform through investment opportunities in the snacking space and broader food category. Over time, Simply Good Foods aspires to become a portfolio of brands that bring simple goodness, happiness and positive experiences to consumers and their families. For more information, please visit https://www.thesimplygoodfoodscompany.com.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by or include words such as “will”, “believe”, “expand”, “anticipate”, “growth” or the negative or other variations thereof and other similar words, phrases or expressions. These forward-looking statements include statements regarding future plans for the Company, the estimated or anticipated future results and benefits of the Company’s future plans and operations, future opportunities for the Company, and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements based on a number of factors, including but not limited to the following: changes in the business environment in which the Company operates including general financial, economic, regulatory and political conditions affecting the industry in which the Company operates; changes in consumer preferences and purchasing habits; the availability of or competition for other brands, assets or other opportunities for investment by the Company or to expand the Company’s business; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of Company’s management teams; and other risk factors described from time to time in the Company’s Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission from time to time. In addition, forward-looking statements provide the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. Except as required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date, and cautions investors not to place undue reliance on any such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.
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Non-GAAP Financial Measure and Related Information
This communication includes Adjusted EBITDA, a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company defines Adjusted EBITDA as net income (loss) before interest expense, income tax expense, depreciation and amortization with further adjustments to exclude the following items: stock-based compensation and warrant expense, transaction costs and IPO readiness, restructuring costs, management fees, transactional exchange impact and other onetime expenses. The Company believes that the inclusion of these supplementary adjustments in presenting Adjusted EBITDA are appropriate to provide additional information to investors and reflects more accurately operating results of the on-going operations. Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in calculation. The Company's management believes that this non-GAAP measure of financial results provides useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. You should review the reconciliation of the Company's non-GAAP financial measures to the comparable GAAP financial measures which are included in this press release, and not rely on any single financial measure to evaluate Atkins’ business.
Investor Contacts
Katie Turner/ Rachel Perkins
ICR
646-277-1228
Katie.turner@icrinc.com
Rachel.perkins@icrinc.com
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The Simply Good Foods Company, and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except share data)
August 26, 2017 | August 27, 2016 | |||||||
(Successor) | (Predecessor) | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 56,501 | $ | 78,492 | ||||
Accounts receivable, net | 37,181 | 42,839 | ||||||
Inventories, net | 29,062 | 27,544 | ||||||
Prepaid expenses | 2,904 | 1,753 | ||||||
Other current assets | 8,263 | 8,353 | ||||||
Total current assets | 133,911 | 158,981 | ||||||
Long-term assets: | ||||||||
Property and equipment, net | 2,105 | 2,273 | ||||||
Intangible assets, net | 319,148 | 185,688 | ||||||
Goodwill | 465,030 | 40,724 | ||||||
Other long term assets | 2,294 | 1,846 | ||||||
Total assets | $ | 922,488 | $ | 389,512 | ||||
Liabilities and stockholders' equity (deficit) | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 14,859 | $ | 18,750 | ||||
Accrued interest | 561 | 4,028 | ||||||
Accrued expenses and other current liabilities | 15,042 | 16,629 | ||||||
Current portion of TRA liability | 2,548 | — | ||||||
Current maturities of long-term debt | 234 | 11,387 | ||||||
Total current liabilities | 33,244 | 50,794 | ||||||
Long-term liabilities: | ||||||||
Long-term debt, less current maturities | 191,856 | 321,638 | ||||||
Warrant liabilities | — | 15,722 | ||||||
Long term portion of TRA liability | 23,127 | — | ||||||
Deferred income taxes | 75,559 | 29,192 | ||||||
Total liabilities | 323,786 | 417,346 | ||||||
See commitments and contingencies (Note 10) | ||||||||
Stockholders' equity (deficit): | ||||||||
Preferred stock (Successor), $0.01 par value, 100,000,000 shares authorized, none issued | — | — | ||||||
Common stock (Successor), $0.01 par value, 600,000,000 shares authorized, 70,628,322 issued and outstanding | 706 | — | ||||||
Common stock (Predecessor), $0.01 par value, 600,000 shares authorized, 508,132 issued and outstanding | — | 5 | ||||||
Additional paid-in-capital | 610,138 | (43,551) | ||||||
(Accumulated deficit) Retained earnings | (12,161 | ) | 16,155 | |||||
Accumulated other comprehensive income (loss) | 19 | (443) | ||||||
Total stockholders' equity (deficit) | 598,702 | (27,834) | ||||||
Total liabilities and stockholders' equity (deficit) | $ | 922,488 | $ | 389,512 | ||||
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The Simply Good Foods Company, and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(Dollars in thousands, except share data)
2017 | 2016 | |||||||||||
From July 7, 2017 through August 26, 2017 | From August 28, 2016 through July 6, 2017 | 52-weeks ended | ||||||||||
August 27, 2016 | ||||||||||||
(Successor) | (Predecessor) | (Predecessor) | ||||||||||
Net sales | $ | 56,334 | $ | 339,837 | $ | 427,858 | ||||||
Cost of goods sold | 35,941 | 179,998 | 248,464 | |||||||||
Gross profit | 20,393 | 159,839 | 179,394 | |||||||||
Operating Expenses: | ||||||||||||
Distribution | 2,784 | 14,970 | 18,489 | |||||||||
Selling | 2,322 | 13,905 | 18,513 | |||||||||
Marketing | 4,615 | 33,589 | 37,751 | |||||||||
General and administrative | 7,813 | 39,276 | 46,961 | |||||||||
Depreciation and amortization | 1,000 | 8,617 | 10,179 | |||||||||
Business combination transaction costs | — | 25,608 | — | |||||||||
Other Expense | — | 141 | 1,542 | |||||||||
Total operating expenses | 18,534 | 136,106 | 133,435 | |||||||||
Income from operations | 1,859 | 23,733 | 45,959 | |||||||||
Other income (expense): | ||||||||||||
Change in warrant liabilities | — | 722 | (722 | ) | ||||||||
Interest expense | (1,662 | ) | (22,724 | ) | (27,195 | ) | ||||||
Loss (gain) on foreign currency transactions | 513 | 133 | (619 | ) | ||||||||
Other income (expense) | 30 | 221 | 118 | |||||||||
Total other expense | (1,119 | ) | (21,648 | ) | (28,418 | ) | ||||||
Income (loss) before income taxes | 740 | 2,085 | 17,541 | |||||||||
Income tax expense (benefit) | 290 | 4,570 | 7,507 | |||||||||
Net income | $ | 450 | $ | (2,485 | ) | $ | 10,034 | |||||
Other comprehensive income: | ||||||||||||
Foreign currency translation adjustments | 19 | (199 | ) | 621 | ||||||||
Comprehensive income | $ | 469 | $ | (2,684 | ) | $ | 10,655 | |||||
Earnings per share from net income: | ||||||||||||
Basic | $ | 0.01 | ||||||||||
Diluted | $ | 0.01 | ||||||||||
Weighted average shares outstanding: | ||||||||||||
Basic | 70,562,477 | |||||||||||
Diluted | 71,254,770 | |||||||||||
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The Simply Good Foods Company, and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
2017 | 2016 | |||||||||||
From July 7, 2017 through August 26, 2017 | From August 28, 2016 through July 6, 2017 | 52-weeks ended | ||||||||||
August 27, 2016 | ||||||||||||
(Successor) | (Predecessor) | (Predecessor) | ||||||||||
Operating activities | ||||||||||||
Net income | $ | 450 | $ | (2,485 | ) | $ | 10,034 | |||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||
Depreciation and amortization | 1,000 | 8,617 | 10,179 | |||||||||
Amortization of deferred financing costs and debt discount | 192 | 1,950 | 2,159 | |||||||||
Stock compensation expense | 412 | 2,441 | 2,104 | |||||||||
Change in warrant liabilities | — | (722 | ) | 722 | ||||||||
Unrealized (gain) loss on foreign currency transactions | (513 | ) | (133 | ) | 619 | |||||||
Deferred income taxes | (382 | ) | (3,880 | ) | 5,505 | |||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable, net | (5,556 | ) | 14,447 | (14,854 | ) | |||||||
Inventories, net | 4,130 | 1,912 | 6,078 | |||||||||
Prepaid expenses | (1,107 | ) | 36 | (391 | ) | |||||||
Other current assets | 5,340 | (10,548 | ) | (1,309 | ) | |||||||
Accounts payable | 2,089 | (7,246 | ) | 2,247 | ||||||||
Accrued interest | 561 | (3,615 | ) | (211 | ) | |||||||
Accrued expenses and other current liabilities | (34,096 | ) | 21,459 | 6,029 | ||||||||
Other | 124 | (294 | ) | 112 | ||||||||
Net cash provided by (used in) operating activities | (27,356 | ) | 21,939 | 29,023 | ||||||||
Investing activities | ||||||||||||
Purchases of property, plant, and equipment | (458 | ) | (498 | ) | (815 | ) | ||||||
Acquisition of business, net of cash acquired | (600,825 | ) | (19,960 | ) | — | |||||||
Cash withdrawn from trust account | 403,979 | — | — | |||||||||
Net cash provided by (used in) investing activities | (197,304 | ) | (20,458 | ) | (815 | ) | ||||||
Financing activities | ||||||||||||
Proceeds from option exercises | — | 109 | 326 | |||||||||
Excess tax benefit from stock-based compensation | — | (59 | ) | 403 | ||||||||
Principal payments of long-term debt | — | (53,586 | ) | (7,464 | ) | |||||||
Proceeds from issuance of private placement equity, net of issuance costs | 97,000 | — | — | |||||||||
Proceeds from issuance of long term debt, net of issuance costs | 191,899 | — | — | |||||||||
Payment of Conyers Park deferred equity issuance costs | (8,100 | ) | — | — | ||||||||
Net cash provided by (used in) financing activities | 280,799 | (53,536 | ) | (6,735 | ) | |||||||
Cash and cash equivalents | ||||||||||||
Net increase (decrease) in cash | 56,139 | (52,055 | ) | 21,473 | ||||||||
Effect of exchange rate on cash | 159 | (10 | ) | (75 | ) | |||||||
Cash at beginning of period | 203 | 78,492 | 57,094 | |||||||||
Cash and cash equivalents at end of period | $ | 56,501 | $ | 26,427 | $ | 78,492 | ||||||
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Supplemental Pro Forma Combined 52-Week Period Ended August 26, 2017
For comparative purposes, we are presenting a supplemental unaudited pro forma combined statement of operations for the fifty two week period ended August 26, 2017, and we discuss such pro forma combined results compared to the Predecessor’s full year 2016 results below.
The unaudited pro forma combined statements of operations for the fiscal year ended August 26, 2017 presents our consolidated results of operations giving pro forma effect to the Business Combination as if it had occurred as of August 28, 2016. The pro forma combined adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma combined basis, the impact of these transactions on the historical financial information of our Predecessor and Successor entities, as applicable.
The Business Combination is accounted for using the acquisition method of accounting in accordance with the FASB Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the Business Combination date. Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded at the effective time of the Business Combination at their respective fair values. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.
The initial estimated fair values of the acquired assets and assumed liabilities as of the Closing Date, which are based on the consideration paid and our estimates and assumptions, are reflected herein. As explained in more detail in Note 3. Business Combinations in the notes to the Consolidated Financial Statements, the total purchase price to acquire Atkins has been allocated to the assets acquired and assumed liabilities, based upon preliminary estimated fair values at the Closing Date. We utilized third-party valuation specialists to assist our management in determining the fair values of the acquired assets and liabilities assumed. We have not finalized our assessment of the purchase consideration and estimated fair value of assets acquired and liabilities assumed as of August 26, 2017.
The unaudited pro forma combined financial information contains a variety of adjustments, assumptions and estimates, is subject to numerous other uncertainties and the assumptions and adjustments as described in the accompanying notes hereto and should not be relied upon as being indicative of our results of operations had the Business Combination occurred on August 28, 2016. The unaudited pro forma combined financial information also does not project our results of operations for any future period or date. The unaudited pro forma combined financial information for the 52-weeks ended August 26, 2017 includes results of the Successor and Predecessor entities. The pro forma combined adjustments give effect to the items identified in the pro forma combined table below in connection with the Business Combination.
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Pro Forma Combined Statement of Operations
For the pro forma combined 52-week period ended August 26, 2017
(Unaudited)
(In thousands)
Historical (i) | Pro Forma Combined (Unaudited) | ||||||||||||||||
(Successor) | (Predecessor) | ||||||||||||||||
From July 7, 2017 through August 26, 2017 | From August 28, 2016 through July 6, 2017 | Pro Forma Adjustments | 52-week ended | ||||||||||||||
(In thousands) | August 26, 2017 | ||||||||||||||||
Net sales | 56,334 | 339,837 | — | 396,171 | |||||||||||||
Cost of goods sold | 35,941 | 179,998 | (5,989 | ) | ii | 209,950 | |||||||||||
Gross profit | 20,393 | 159,839 | 5,989 | 186,221 | |||||||||||||
Operating Expenses: | |||||||||||||||||
Distribution | 2,784 | 14,970 | — | 17,754 | |||||||||||||
Selling | 2,322 | 13,905 | — | 16,227 | |||||||||||||
Marketing | 4,615 | 33,589 | — | 38,204 | |||||||||||||
General and administrative | 7,813 | 39,276 | 635 | iii | 47,724 | ||||||||||||
Depreciation and amortization | 1,000 | 8,617 | (1,979 | ) | iv | 7,638 | |||||||||||
Business combination transaction costs | — | 25,608 | (25,608 | ) | v | — | |||||||||||
Other expense | — | 141 | — | 141 | |||||||||||||
Total operating expenses | 18,534 | 136,106 | (26,952 | ) | 127,688 | ||||||||||||
Income from operations | 1,859 | 23,733 | 32,941 | 58,533 | |||||||||||||
Other income (expense): | |||||||||||||||||
Change in warrant liabilities | — | 722 | (722 | ) | vi | — | |||||||||||
Interest expense | (1,662 | ) | (22,724 | ) | 12,475 | vii | (11,911 | ) | |||||||||
Loss (gain) on foreign currency transactions | 513 | 133 | — | 646 | |||||||||||||
Other income | 30 | 221 | — | 251 | |||||||||||||
Total other expense | (1,119 | ) | (21,648 | ) | 11,753 | (11,014 | ) | ||||||||||
Income (loss) before income taxes | 740 | 2,085 | 44,694 | 47,519 | |||||||||||||
Income tax expense | 290 | 4,570 | 13,958 | viii | 18,818 | ||||||||||||
Net income (loss) | $ | 450 | $ | (2,485 | ) | $ | 30,736 | $ | 28,701 | ||||||||
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i. The amounts presented represent the Successor’s and Predecessor’s historical GAAP results of operations. | |||||||||
ii. The adjustment represents a non-cash, one time inventory fair value adjustment recorded in conjunction with the Business Combination and was recognized in the successor period, and is not indicative of future cost of good sold. | |||||||||
iii. The adjustment represents the incremental stock based compensation expense incurred under the Simply Good Foods Omnibus Incentive Plan. | |||||||||
iv. The adjustment reflects the difference in the intangible asset amortization expense associated with the allocation of purchase price to intangible assets due to the Business Combination. The amortization expense decreased as more indefinite lived intangible assets were identified for the successor entity than the predecessor entity. The amount of amortizable intangible assets identified in the Business Combination decreased from $125.8 million to $88.0 million. | |||||||||
v. Business combination transaction expenses primarily consist of fees related to the Business Combination and the Company’s acquisition activities. | |||||||||
vi. Predecessor warrants were accounted for as warrant liabilities, which were exercised and settled with the Business Combination. | |||||||||
vii. Represents the adjustment necessary to arrive at the expected interest expense associated with the new term loan and revolving debt facilities of Simply Good Foods. The predecessor entity had $337.2 million outstanding as of August 27, 2016 while the successor entity had $200.0 million outstanding. The long term debt of the predecessor entity accrued interest at 6.25% on the first lien and 9.75% on the second lien while the successor debt accrues interest at 3 month LIBOR plus 4%. The significant reduction in outstanding principal, and lower interest rates, drive significant expense savings. | |||||||||
viii. Represents the adjustment necessary to arrive at an effective income tax rate of 39.6%. | |||||||||
10
Supplemental Pro Forma 52-Week Period Ended August 27, 2016
The following unaudited pro forma financial information has been prepared from the perspective of Atkins and its fiscal year end of August 27, 2016. The unaudited pro forma income statement for the fifty two weeks ended August 27, 2016 presents the historical consolidated statement of operations of Atkins for the fifty two weeks ended August 27, 2016, giving effect to the Business Combination as if it had occurred on August 30, 2015.
The unaudited pro forma financial statements give effect to the Business Combination in accordance with the acquisition method of accounting for business combinations. The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.
The unaudited pro forma financial statements also reflect the impact of the Atkins license arrangement for frozen meals sold in the U.S. by Bellisio. This agreement was effective September 1, 2016 and is a seven-year license with Bellisio to license its frozen meals business. Bellisio manufactures, distributes, markets, promotes and sells Atkins frozen food products under the Atkins licensed mark. The effects of the license agreement are presented in the “Frozen License Adjustments” and “Atkins' Pro Forma” columns in the unaudited historical consolidated statement of operations for the fifty two weeks ended August 27, 2016.
The unaudited pro forma financial information is for illustrative purposes only. The financial results may have been different if the Business Combination actually been completed sooner. You should not rely on the unaudited pro forma financial information as being indicative of the historical results that would have been achieved if the Business Combination been completed as of August 30, 2015.
11
Pro Forma Statement of Operations
For the pro forma 52-week period ended August 27, 2016
(Unaudited)
(In thousands)
(In thousands) | Historical Atkins | Frozen License Adjustments | Atkins' Pro Forma (i) | Pro Forma Adjustments | Pro Forma (Unaudited) | ||||||||||||||
Net sales | $ | 427,858 | $ | (58,819 | ) | $ | 369,039 | $ | — | $ | 369,039 | ||||||||
Cost of goods sold | 248,464 | (48,977 | ) | 199,487 | — | 199,487 | |||||||||||||
Gross profit | 179,394 | (9,842 | ) | 169,552 | — | 169,552 | |||||||||||||
Operating Expenses: | |||||||||||||||||||
Distribution | 18,489 | (3,023 | ) | vii | 15,466 | — | 15,466 | ||||||||||||
Selling | 18,513 | (2,440 | ) | vii | 16,073 | — | 16,073 | ||||||||||||
Marketing | 37,751 | (1,487 | ) | 36,264 | — | 36,264 | |||||||||||||
General and administrative | 46,961 | (2,897 | ) | 44,064 | 1,384 | ii | 45,448 | ||||||||||||
Depreciation and amortization | 10,179 | — | 10,179 | (2,587 | ) | iii | 7,592 | ||||||||||||
Other expense | 1,542 | (493 | ) | 1,049 | — | 1,049 | |||||||||||||
Total operating expenses | 133,435 | (10,340 | ) | 123,095 | (1,203 | ) | 121,892 | ||||||||||||
Income from operations | 45,959 | 498 | 46,457 | 1,203 | 47,660 | ||||||||||||||
— | — | — | — | — | |||||||||||||||
Other income (expense): | — | ||||||||||||||||||
Change in warrant liabilities | (722 | ) | — | (722 | ) | 722 | iv | — | |||||||||||
Interest expense | (27,195 | ) | — | (27,195 | ) | 15,284 | v | (11,911 | ) | ||||||||||
Loss (gain) on foreign currency transactions | (619 | ) | — | (619 | ) | — | (619 | ) | |||||||||||
Other income | 118 | — | 118 | — | 118 | ||||||||||||||
Total other expense | (28,418 | ) | — | (28,418 | ) | 16,006 | (12,412 | ) | |||||||||||
Income (loss) before income taxes | 17,541 | 498 | 18,039 | 17,209 | 35,248 | ||||||||||||||
Income tax expense | 7,507 | 197 | 7,704 | 6,254 | vi | 13,958 | |||||||||||||
Net income (loss) | $ | 10,034 | $ | 301 | $ | 10,335 | $ | 10,955 | $ | 21,290 | |||||||||
i. The amounts in this column represents the Predecessor’s historical GAAP results after removing the results of operations of the Frozen operations. | |||||||||
ii. The adjustment represents the incremental stock based compensation expense under the new Simply Good Foods omnibus incentive plan. | |||||||||
iii. The adjustment reflects the difference in the intangible asset amortization expense associated with the allocation of purchase price to intangible assets due to the Business Combination. The amortization expense decreased as more indefinite lived intangible assets were identified for the successor entity than the predecessor entity. The amount of amortizable intangible assets identified in the Business Combination decreased from $125.8 million to $88.0 million. | |||||||||
iv. The Simply Good Foods warrants are not warrant liabilities and are accounted for as equity warrants. The adjustment represents the corresponding decrement to expense. | |||||||||
v. The adjustment represents the expected interest expense associated with the new term loan and revolving debt facilities of Simply Good Foods. The predecessor entity had $337.2 million outstanding as of August 27, 2016 while the successor entity had $200.0 million outstanding. The long term debt of the predecessor entity accrued interest at 6.25% on the first lien and 9.75% on the second lien while the successor debt accrues interest at 3 month LIBOR and 4%. The significant reduction in outstanding principal, and lower interest rates, drive significant expense savings. | |||||||||
vi. Represents the effective income tax rate of 39.6% | |||||||||
vii. Approximately $2.1 million of Pro Forma Frozen Licensing Selling costs were previously classified as Pro Forma Frozen Licensing Distribution expenses. | |||||||||
12
Comparison of Results for the Unaudited Supplemental Pro Forma combined 52-Week Period Ended August 26, 2017 and the Unaudited Supplemental Pro Forma 52-Week Period Ended August 27, 2016
For comparative purposes, we are presenting a supplemental unaudited pro forma combined statement of operations for the fifty two week period ended August 26, 2017, and we discuss such pro forma results compared to the supplemental unaudited pro forma statement of operation for the fifty two week period ended August 27, 2016. The following table presents, for the periods indicated, selected information from our consolidated financial results, including information presented as a percentage of net sales:
Pro Forma Combined (Unaudited) | Pro Forma (Unaudited) | ||||||||||||||
52-week ended | 52-weeks ended | ||||||||||||||
(Dollars in thousands, except share data) | August 26, 2017 | % of sales | August 27, 2016 | % of sales | |||||||||||
Net sales | $ | 396,171 | 100.0 | % | $ | 369,039 | 100.0 | % | |||||||
Cost of goods sold | 209,950 | 53.0 | % | 199,487 | 54.1 | % | |||||||||
Gross profit | 186,221 | 47.0 | % | 169,552 | 45.9 | % | |||||||||
Operating Expenses: | |||||||||||||||
Distribution | 17,754 | 4.5 | % | 15,466 | 4.2 | % | |||||||||
Selling | 16,227 | 4.1 | % | 16,073 | 4.4 | % | |||||||||
Marketing | 38,204 | 9.6 | % | 36,264 | 9.8 | % | |||||||||
General and administrative | 47,724 | 12.0 | % | 45,448 | 12.3 | % | |||||||||
Depreciation and amortization | 7,638 | 1.9 | % | 7,592 | 2.1 | % | |||||||||
Business combination transaction costs | — | — | % | — | — | % | |||||||||
Other Expense | 141 | — | % | 1,049 | 0.3 | % | |||||||||
Total operating expenses | 127,688 | 32.2 | % | 121,892 | 33.0 | % | |||||||||
Income from operations | 58,533 | 14.8 | % | 47,660 | 12.9 | % | |||||||||
Other income (expense): | |||||||||||||||
Changes in warrant liabilities | — | — | % | — | — | % | |||||||||
Interest expense | (11,911 | ) | (3.0 | )% | (11,911 | ) | (3.2 | )% | |||||||
Loss on foreign currency transactions | 646 | 0.2 | % | (619 | ) | (0.2 | )% | ||||||||
Other income | 251 | 0.1 | % | 118 | — | % | |||||||||
Total other expense | (11,014 | ) | (2.8 | )% | (12,412 | ) | (3.4 | )% | |||||||
Income before income taxes | 47,519 | 12.0 | % | 35,248 | 9.6 | % | |||||||||
Income tax expense | 18,818 | 4.7 | % | 13,958 | 3.8 | % | |||||||||
Net income | $ | 28,701 | 7.2 | % | $ | 21,290 | 5.8 | % | |||||||
Earnings per share from net income: | |||||||||||||||
Basic | $ | 0.41 | $ | 0.30 | |||||||||||
Diluted | $ | 0.40 | $ | 0.30 | |||||||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 70,562,477 | 70,562,477 | |||||||||||||
Diluted | 71,254,770 | 71,254,770 | |||||||||||||
13
Reconciliation of Adjusted EBITDA
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP). Simply Good Foods defines Adjusted EBITDA (earnings before interest, tax, depreciation, and amortization) as net income (loss) before interest expense, income tax expense, depreciation and amortization with further adjustments to exclude the following items: stock-based compensation and warrant expense, transaction costs and IPO readiness, restructuring costs, management fees, transactional exchange impact and other one-time expenses. The Company believes that the inclusion of these supplementary adjustments in presenting Adjusted EBITDA are appropriate to provide additional information to investors and reflects more accurately operating results of the on-going operations. Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in calculation.
The table below provides a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, which is net income (loss), for the successor period from July 7, 2017 through August 26, 2017, the predecessor period from August 28, 2016 through July 6, 2017, the pro forma combined fifty two week period ending August 26, 2017, and the predecessor fifty two week period ending August 27, 2016.
Adjusted EBITDA Reconciliation: (In thousands) | 2017 | 2016 | |||||||||||||||
From July 7, 2017 through August 26, 2017 | From August 28, 2016 through July 6, 2017 | 52-weeks ended | 52-weeks ended | ||||||||||||||
August 26, 2017 | August 27, 2016 | ||||||||||||||||
(Successor) | (Predecessor) | (Pro Forma Combined) | (Predecessor, Pro Forma) | ||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
Net income | $ | 450 | $ | (2,485 | ) | $ | 28,701 | $ | 21,290 | ||||||||
Interest | 1,662 | 22,724 | 11,911 | 11,911 | |||||||||||||
Taxes | 290 | 4,570 | 18,818 | 13,958 | |||||||||||||
Depreciation/Amortization | 1,000 | 8,617 | 7,638 | 7,592 | |||||||||||||
EBITDA | 3,402 | 33,426 | 67,068 | 54,751 | |||||||||||||
Stock Option and Warrant Expense | 412 | 1,719 | 3,488 | 3,488 | |||||||||||||
Transaction Fees / IPO Readiness | — | 371 | 371 | 470 | |||||||||||||
Restructuring | — | 167 | 167 | 1,049 | |||||||||||||
Roark Management Fee | — | 1,200 | 1,200 | 1,670 | |||||||||||||
Recall Receivable Reserve | (1,195 | ) | — | (1,195 | ) | 1,922 | |||||||||||
Frozen Licensing Media | 456 | 794 | 1,250 | — | |||||||||||||
Non-recurring legal costs | 96 | 723 | 819 | — | |||||||||||||
Business combination transaction costs | — | 25,608 | — | — | |||||||||||||
Purchase accounting inventory step-up | 5,989 | — | — | — | |||||||||||||
Other | (506 | ) | (119 | ) | (625 | ) | 896 | ||||||||||
Adjusted EBITDA | $ | 8,654 | $ | 63,889 | $ | 72,543 | $ | 64,246 | |||||||||
14
Supplemental Pro Forma Combined 13-Week Period Ended August 26, 2017
For comparative purposes, we are presenting a supplemental unaudited pro forma combined statement of operations for the 13-week period ended August 26, 2017.
The unaudited pro forma combined statements of operations for the quarter ended August 26, 2017 presents our consolidated results of operations giving pro forma effect to the Business Combination as if it had occurred as of May 28, 2017. The pro forma combined adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma combined basis, the impact of these transactions on the historical financial information of our Predecessor and Successor entities, as applicable.
The Business Combination is accounted for using the acquisition method of accounting in accordance with the FASB Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the Business Combination date. Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded at the effective time of the Business Combination at their respective fair values. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.
The initial estimated fair values of the acquired assets and assumed liabilities as of the Closing Date, which are based on the consideration paid and our estimates and assumptions, are reflected herein. As explained in more detail in Note 3. Business Combinations of the Consolidated Financial Statements, the total purchase price to acquire Atkins has been allocated to the assets acquired and assumed liabilities, based upon preliminary estimated fair values at the Closing Date. We utilized third-party valuation specialists to assist our management in determining the fair values of the acquired assets and liabilities assumed.
The unaudited pro forma combined financial information contains a variety of adjustments, assumptions and estimates, is subject to numerous other uncertainties and the assumptions and adjustments as described in the accompanying notes hereto and should not be relied upon as being indicative of our results of operations had the Business Combination occurred on May 28, 2017. The unaudited pro forma combined financial information also does not project our results of operations for any future period or date. The unaudited pro forma combined financial information for the thirteen week period ended August 26, 2017 includes results of the Successor and Predecessor entities. The pro forma combined adjustments give effect to the items identified in the pro forma combined table below in connection with the Business Combination.
15
Pro Forma Statement of Operations
For the pro forma 13-week period ended August 26, 2017
(Unaudited)
(In thousands)
Historical (i) | Pro Forma Combined (Unaudited) | ||||||||||||||||
(Successor) | (Predecessor) | ||||||||||||||||
From July 7, 2017 through August 26, 2017 | From May 28, 2017 through July 6, 2017 | Pro Forma Adjustments | 13-week ended | ||||||||||||||
(In thousands) | August 26, 2017 | ||||||||||||||||
Net sales | $ | 56,334 | $ | 41,223 | $ | — | $ | 97,557 | |||||||||
Cost of goods sold | 35,941 | 20,239 | (5,989 | ) | ii | 50,191 | |||||||||||
Gross profit | 20,393 | 20,984 | 5,989 | 47,366 | |||||||||||||
Operating Expenses: | |||||||||||||||||
Distribution | 2,784 | 1,557 | — | 4,341 | |||||||||||||
Selling | 2,322 | 1,284 | — | 3,606 | |||||||||||||
Marketing | 4,615 | 4,620 | — | 9,235 | |||||||||||||
General and administrative | 7,813 | 5,301 | (110 | ) | iii | 13,004 | |||||||||||
Depreciation and amortization | 1,000 | 1,208 | (298 | ) | iv | 1,910 | |||||||||||
Business combination transaction costs | — | 25,608 | (25,608 | ) | v | — | |||||||||||
Other expense | — | 66 | — | 66 | |||||||||||||
Total operating expenses | 18,534 | 39,644 | (26,016 | ) | 32,162 | ||||||||||||
Income from operations | 1,859 | (18,660 | ) | 32,005 | 15,204 | ||||||||||||
Other income (expense): | |||||||||||||||||
Change in warrant liabilities | — | — | — | vi | — | ||||||||||||
Interest expense | (1,662 | ) | (2,665 | ) | 1,349 | vii | (2,978 | ) | |||||||||
Loss (gain) on foreign currency transactions | 513 | 127 | — | 640 | |||||||||||||
Other income | 30 | (61 | ) | — | (31 | ) | |||||||||||
Total other expense | (1,119 | ) | (2,599 | ) | 1,349 | (2,369 | ) | ||||||||||
Income (loss) before income taxes | 740 | (21,259 | ) | 33,354 | 12,835 | ||||||||||||
Income tax expense | 290 | (4,177 | ) | 8,970 | viii | 5,083 | |||||||||||
Net income (loss) | $ | 450 | $ | (17,082 | ) | $ | 24,384 | $ | 7,752 | ||||||||
16
i. The amounts presented represent the Successor’s and Predecessor’s historical GAAP results of operations. | |||||||||
ii. The adjustment represents a non-cash, one time inventory fair value adjustment recorded in conjunction with the Business Combination and was recognized in the successor period, and is not indicative of future cost of good sold. | |||||||||
iii. The adjustment represents the incremental stock based compensation expense incurred under the Simply Good Foods Omnibus Incentive Plan. | |||||||||
iv. The adjustment reflects the difference in the intangible asset amortization expense associated with the allocation of purchase price to intangible assets due to the Business Combination. The amortization expense decreased as more indefinite lived intangible assets were identified for the successor entity than the predecessor entity. The amount of amortizable intangible assets identified in the Business Combination decreased from $125.8 million to $88.0 million. | |||||||||
v. Business combination transaction expenses primarily consist of fees related to the Business Combination and the Company’s acquisition activities. | |||||||||
vi. Predecessor warrants were accounted for as warrant liabilities, which were exercised and settled with the Business Combination. | |||||||||
vii. Represents the adjustment necessary to arrive at the expected interest expense associated with the new term loan and revolving debt facilities of Simply Good Foods. The predecessor entity had $337.2 million outstanding as of August 27, 2016 while the successor entity had $200.0 million outstanding. The long term debt of the predecessor entity accrued interest at 6.25% on the first lien and 9.75% on the second lien while the successor debt accrues interest at 3 month LIBOR plus 4%. The significant reduction in outstanding principal, and lower interest rates, drive significant expense savings. | |||||||||
viii. Represents the adjustment necessary to arrive at an effective income tax rate of 39.6%. | |||||||||
17
Supplemental Pro Forma 13-Week Period Ended August 27, 2016
The following unaudited pro forma financial information has been prepared from the perspective of Atkins and the thirteen week period ending August 27, 2016. The unaudited pro forma income statement for the thirteen weeks ended August 27, 2016 presents the historical consolidated statement of operations of Atkins for the thirteen weeks ended August 27, 2016, giving effect to the Business Combination as if it had occurred on May 29, 2016.
The unaudited pro forma financial statements give effect to the Business Combination in accordance with the acquisition method of accounting for business combinations. The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.
The unaudited pro forma financial statements also reflect the impact of the Atkins license arrangement for frozen meals sold in the U.S. by Bellisio. This agreement was effective September 1, 2016 and is a seven-year license with Bellisio to license its frozen meals business. Bellisio manufactures, distributes, markets, promotes and sells Atkins frozen food products under the Atkins licensed mark. The effects of the license agreement are presented in the “Frozen License Adjustments” and “Atkins' Pro Forma” columns in the unaudited historical consolidated statement of operations for the 13 weeks ended August 27, 2016.
The unaudited pro forma financial information is for illustrative purposes only. The financial results may have been different had the Business Combination actually been completed sooner. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved if the Business Combination been completed as of May 29, 2016.
18
Pro Forma Statement of Operations
For the pro forma 13-week period ended August 27, 2016
(Unaudited)
(In thousands)
(in thousands) | Historical Atkins | Frozen License Adjustments | Atkins' Pro Forma (i) | Pro Forma Adjustments | Pro Forma (Unaudited) | ||||||||||||||
Net sales | $ | 103,491 | $ | (15,030 | ) | $ | 88,461 | $ | — | $ | 88,461 | ||||||||
Cost of goods sold | 59,813 | $ | (12,439 | ) | 47,374 | — | 47,374 | ||||||||||||
Gross profit | 43,678 | (2,591 | ) | 41,087 | — | 41,087 | |||||||||||||
Operating Expenses: | |||||||||||||||||||
Distribution | 4,816 | (806 | ) | vii | 4,010 | 4,010 | |||||||||||||
Selling | 3,700 | (540 | ) | vii | 3,160 | 3,160 | |||||||||||||
Marketing | 8,793 | (625 | ) | 8,168 | 8,168 | ||||||||||||||
General and administrative | 12,881 | (892 | ) | 11,989 | 313 | ii | 12,302 | ||||||||||||
Depreciation and amortization | 2,474 | — | 2,474 | (576 | ) | iii | 1,898 | ||||||||||||
Other expense | 890 | — | 890 | 890 | |||||||||||||||
Total operating expenses | 33,554 | (2,863 | ) | 30,691 | (263 | ) | 30,428 | ||||||||||||
Income from operations | 10,124 | 272 | 10,396 | 263 | 10,659 | ||||||||||||||
— | |||||||||||||||||||
Other income (expense): | |||||||||||||||||||
Change in warrant liabilities | (722 | ) | (722 | ) | 722 | iv | — | ||||||||||||
Interest expense | (6,903 | ) | (6,903 | ) | 3,925 | v | (2,978 | ) | |||||||||||
Loss (gain) on foreign currency transactions | (575 | ) | (575 | ) | — | (575 | ) | ||||||||||||
Other income | 14 | 14 | — | 14 | |||||||||||||||
Total other expense | (8,186 | ) | — | (8,186 | ) | 4,647 | (3,539 | ) | |||||||||||
Income (loss) before income taxes | 1,938 | 272 | 2,210 | 4,910 | 7,120 | ||||||||||||||
Income tax expense | 779 | 91 | 870 | 1,950 | vi | 2,820 | |||||||||||||
Net income (loss) | $ | 1,159 | $ | 181 | $ | 1,340 | $ | 2,960 | $ | 4,300 | |||||||||
i. The amounts in this column represents the Predecessor’s historical GAAP results after removing the results of operations of the Frozen operations. | |||||||||
ii. The adjustment represents the incremental stock based compensation expense under the new Simply Good Foods omnibus incentive plan. | |||||||||
iii. The adjustment reflects the difference in the intangible asset amortization expense associated with the allocation of purchase price to intangible assets due to the Business Combination. The amortization expense decreased as more indefinite lived intangible assets were identified for the successor entity than the predecessor entity. The amount of amortizable intangible assets identified in the Business Combination decreased from $125.8 million to $88.0 million. | |||||||||
iv. The Simply Good Foods warrants are not warrant liabilities and are accounted for as equity warrants. The adjustment represents the corresponding decrement to expense. | |||||||||
v. The adjustment represents the expected interest expense associated with the new term loan and revolving debt facilities of Simply Good Foods. The predecessor entity had $337.2 million outstanding as of August 27, 2016 while the successor entity had $200.0 million outstanding. The long term debt of the predecessor entity accrued interest at 6.25% on the first lien and 9.75% on the second lien while the successor debt accrues interest at 3 month LIBOR and 4%. The significant reduction in outstanding principal, and lower interest rates, drive significant expense savings. | |||||||||
vi. Represents the effective income tax rate of 39.6% | |||||||||
vii. Considers approximately $0.5 million of Pro Forma Frozen Licensing Selling costs were previously classified as Pro Forma Frozen Licensing Distribution expenses for the fourth quarter. | |||||||||
19
Comparison of Results for the Supplemental Pro Forma Combined 13-Week Period Ended August 26, 2017 and the Supplemental Pro Forma 13-Week Period Ended August 27, 2016
For comparative purposes, we are presenting a supplemental unaudited pro forma combined statement of operations for the thirteen week period ended August 26, 2017, and we discuss such pro forma combined results compared to the supplemental unaudited pro forma statement of operation for the thirteen week period ended August 27, 2016. The following table presents, for the periods indicated, selected information from our consolidated financial results, including information presented as a percentage of net sales:
Pro Forma Combined (Unaudited) | Pro Forma (Unaudited) | ||||||||||||||
13-week ended | 13-weeks ended | ||||||||||||||
(Dollars in thousands, except share data) | August 26, 2017 | % of sales | August 27, 2016 | % of sales | |||||||||||
Net sales | $ | 97,557 | 100.0 | % | $ | 88,461 | 100.0 | % | |||||||
Cost of goods sold | 50,191 | 51.4 | % | 47,374 | 53.6 | % | |||||||||
Gross profit | 47,366 | 48.6 | % | 41,087 | 46.4 | % | |||||||||
Operating Expenses: | |||||||||||||||
Distribution | 4,341 | 4.4 | % | 4,010 | 4.5 | % | |||||||||
Selling | 3,606 | 3.7 | % | 3,160 | 3.6 | % | |||||||||
Marketing | 9,235 | 9.5 | % | 8,168 | 9.2 | % | |||||||||
General and administrative | 13,004 | 13.3 | % | 12,302 | 13.9 | % | |||||||||
Depreciation and amortization | 1,910 | 2.0 | % | 1,898 | 2.1 | % | |||||||||
Business combination transaction costs | — | — | % | — | — | % | |||||||||
Other Expense | 66 | 0.1 | % | 890 | 1.0 | % | |||||||||
Total operating expenses | 32,162 | 33.0 | % | 30,428 | 34.4 | % | |||||||||
Income from operations | 15,204 | 15.6 | % | 10,659 | 12.0 | % | |||||||||
Other income (expense): | |||||||||||||||
Changes in warrant liabilities | — | — | % | — | — | % | |||||||||
Interest expense | (2,978 | ) | (3.1 | )% | (2,978 | ) | (3.4 | )% | |||||||
Loss on foreign currency transactions | 640 | 0.7 | % | (575 | ) | (0.7 | )% | ||||||||
Other income | (31 | ) | — | % | 14 | — | % | ||||||||
Total other expense | (2,369 | ) | (2.4 | )% | (3,539 | ) | (4.0 | )% | |||||||
Income before income taxes | 12,835 | 13.2 | % | 7,120 | 8.0 | % | |||||||||
Income tax expense | 5,083 | 5.2 | % | 2,820 | 3.2 | % | |||||||||
Net income | $ | 7,752 | 7.9 | % | $ | 4,300 | 4.9 | % | |||||||
Earnings per share from net income: | |||||||||||||||
Basic | $ | 0.11 | $ | 0.06 | |||||||||||
Diluted | $ | 0.11 | $ | 0.06 | |||||||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 70,562,477 | 70,562,477 | |||||||||||||
Diluted | 71,254,770 | 71,254,770 | |||||||||||||
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Reconciliation of Adjusted EBITDA
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP). Simply Good Foods defines Adjusted EBITDA (Earnings before interest, tax, depreciation, and amortization) as net income (loss) before interest expense, income tax expense, depreciation and amortization with further adjustments to exclude the following items: stock-based compensation and warrant expense, transaction costs and IPO readiness, restructuring costs, management fees, transactional exchange impact and other one-time expenses. The Company believes that the inclusion of these supplementary adjustments in presenting Adjusted EBITDA are appropriate to provide additional information to investors and reflects more accurately operating results of the on-going operations. Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in calculation.
The table below provides a reconciliation of pro forma Adjusted EBITDA to its most directly comparable GAAP measure, which is net income (loss), for the pro forma thirteen week periods ending August 26, 2017, and August 27, 2016.
Adjusted EBITDA Reconciliation: (In thousands) | 13-weeks ended | 13-weeks ended | ||||||
Pro forma combined | Pro forma | |||||||
August 26, 2017 | August 27, 2016 | |||||||
(unaudited) | (unaudited) | |||||||
Net income | $ | 7,752 | $ | 4,300 | ||||
Interest | 2,978 | 2,978 | ||||||
Taxes | 5,083 | 2,820 | ||||||
Depreciation/Amortization | 1,910 | 1,898 | ||||||
EBITDA | 17,723 | 11,996 | ||||||
Stock Option and Warrant Expense | 872 | 872 | ||||||
Restructuring | 93 | 890 | ||||||
Roark Management Fee | (170 | ) | 313 | |||||
Recall Receivable Reserve | (1,195 | ) | 1,922 | |||||
Frozen Licensing Media | 456 | — | ||||||
Non-recurring legal costs | 201 | — | ||||||
Other | (570 | ) | 818 | |||||
Adjusted EBITDA | $ | 17,410 | $ | 16,811 | ||||
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