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Whole Earth Brands, Inc. (FREE)

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Previous Close8.00
Open8.30
Bid7.87 x 800
Ask8.00 x 1000
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Volume525,184
Avg. Volume533,659
Market Cap307.029M
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Earnings DateNov 16, 2020
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  • Whole Earth Brands, Inc. Reports Third Quarter 2020 Financial Results
    GlobeNewswire

    Whole Earth Brands, Inc. Reports Third Quarter 2020 Financial Results

    Consolidated Revenue Growth of 4.6% in the Third Quarter 2020 Announced First Full Quarter as Public CompanyGAAP Operating Income $1.1 Million; Adjusted EBITDA Increased 6.7% to $16.5 MillionCHICAGO, Nov. 16, 2020 (GLOBE NEWSWIRE) -- Whole Earth Brands, Inc. (the “Company” or “we” or “our”) (Nasdaq: FREE), today announced its financial results for its third quarter ended September 30, 2020. Additionally, on November 10, 2020 the Company announced the completion of its acquisition of Swerve®, a rapidly growing manufacturer and marketer of a portfolio of zero sugar, keto-friendly, and plant-based sweeteners and baking mixes.THIRD QUARTER 2020 HIGHLIGHTSOur consolidated financials reflect both predecessor and successor periods indicative of the June 25, 2020 business combination date. The third quarter results disclosed below compare the successor’s 2020 third quarter results ended September 30, 2020 to the predecessor’s 2019 third quarter results ended September 30, 2019. * Consolidated product revenues of $67.0 million, an increase of 4.6% compared to the prior year third quarter; an increase of 3.6% on a constant currency basis. * Branded CPG segment product revenues of $41.0 million, an increase of 1.8%; an increase of 0.1% on a constant currency basis. Constant currency results reflect the combination of strong growth in Western Europe, and North American foodservice channel softness associated with the COVID-19 pandemic. * Flavors & Ingredients segment product revenues of $26.0 million, an increase of 9.4% in the third quarter, driven by strong growth in derivative product lines. * Consolidated operating income of $1.1 million and a consolidated net loss of $2.8 million in the third quarter of 2020 reflect non-cash purchase accounting adjustments which are not comparable to prior year’s predecessor period. * Consolidated Adjusted EBITDA increased 6.7% to $16.5 million driven by increased sales and expense reduction actions. Irwin Simon, Executive Chairman, stated, “We are excited to deliver our first full quarter as a public company. I’m proud of our team – they’ve been working diligently to build the necessary infrastructure to support our rapidly growing enterprise and the evidence of this work is the speed by which we were able to close the Swerve acquisition. We are poised for a strong year ahead, supported by our internal organic growth initiatives which are complemented by Swerve, a high-quality asset that is highly synergistic with our ‘free-from…’ strategy.”Albert Manzone, Chief Executive Officer of Whole Earth Brands, commented, “Our Branded CPG segment performance was highlighted by strong market share gains within our natural products business. All of our top seven markets grew share of natural in the year-to-date period, underscoring the powerful healthy-living macro trends that are supporting our brands. Additionally, our Flavors & Ingredients segment experienced a very strong quarter driven by the resiliency of our diverse end-markets.   Looking ahead to the fourth quarter, we are anticipating a strong finish to 2020, marked by a nice sequential lift in revenue within our Branded CPG segment, which is indicative of the distribution gains that we’ve been planning for ahead of the holiday season.”Mr. Manzone concluded, “We were thrilled to close Swerve last week, which is our first strategic acquisition. This is a significant value creation event for Whole Earth Brands as we integrate one of the leading brands within our core sweeteners and ingredients businesses. We believe this transaction enhances our ability to generate long-term sustainable growth, while positioning Whole Earth Brands to create additional value for our shareholders. Our integration is already underway – we are engaging with customers on our expanded portfolio, and we are extremely excited about our broader presence in the better-for-you sweetener market.   We are just getting started – there are some great opportunities in the market, and we’re excited to continue exploring additional prospective M&A targets as we pursue our long-term vision of penetrating the adjacent opportunities in the massive ‘free-from…’ marketplace. We have great confidence in our plan to grow Whole Earth Brands and are proud of our organization’s ability to act quickly while still maintaining focus on our customers and growth initiatives.”THIRD QUARTER 2020 REVIEW & SEGMENT RESULTSConsolidated product revenues increased 4.6% to $67.0 million for the third quarter of 2020, compared to $64.1 million for the same period in the prior year. On a constant currency basis, product revenues increased 3.6%. Growth was primarily driven by the Company’s Flavors & Ingredients segment.  Reported gross profit was $18.6 million, down from $25.9 million in the prior year period, and gross profit margin was 27.8% in the third quarter of 2020, down from 40.4% in the prior year period. Results were significantly influenced by an $8.7 million non-cash purchase accounting adjustment related to inventory revaluations required for accounting purposes. Excluding the impact of this non-cash adjustment, gross profit increased 5.6% to $27.3 million and gross profit margin increased 40 basis points to 40.8% versus prior year, driven by favorable product mix in the Branded CPG segment and productivity.Operating income was $1.1 million, compared to $7.9 million in the prior year period. The decrease was driven primarily by the $8.7 million non-cash purchase accounting adjustment and public company costs following the business combination.  Net loss was $2.8 million compared to net income of $5.3 million in the prior year period and was similarly impacted by the non-cash adjustment.Adjusted EBITDA increased by $1.0 million, or 6.7%, to $16.5 million, compared to $15.5 million for the same period in the prior year. Improvement in Adjusted EBITDA was driven by revenue growth, expense contingency actions and improved gross profit margins.Branded CPG SegmentBranded CPG segment product revenues increased $0.7 million, or 1.8%, to $41.0 million for the third quarter of 2020, compared to $40.3 million for the same period in the prior year. On a constant currency basis, product revenues increased 0.1% driven by positive momentum within the retail channel globally, offset by foodservice softness and some reduction of retailer and distributor inventories in a few emerging market geographies due to COVID-19 uncertainty.Operating income was $1.5 million in the third quarter of 2020 compared to operating income of $3.2 million for the same period in the prior year. The decrease was driven primarily by a $3.5 million non-cash purchase accounting adjustment related to inventory revaluations and increased SG&A expenses related to both recurring and non-recurring public company costs that are included in the Company’s Branded CPG segment. Excluding the non-cash purchase accounting adjustment, segment operating income was $5.0 million.Flavors & Ingredients SegmentFlavors & Ingredients segment product revenues increased 9.4% to $26.0 million for the third quarter of 2020, compared to $23.8 million for the same period in the prior year. The increase was primarily driven by strong performance of its derivatives business and domestic tobacco market, partially offset by headwinds within international tobacco.Operating loss was $0.4 million in the third quarter of 2020 compared to operating income of $4.7 million in the prior year. The decrease was driven by a $5.2 million non-cash purchase accounting adjustment related to inventory revaluations, higher amortization of intangible assets resulting from the business combination, offset by improved gross profit from higher revenues and lower SG&A expenses. Excluding the non-cash purchase accounting adjustment, segment operating income was $4.8 million.YEAR-TO-DATE HIGHLIGHTSOur consolidated financial statements reflect both predecessor and successor periods indicative of the June 25, 2020 business combination date. The year-to-date results disclosed below combine the successor period from June 26, 2020 through September 30, 2020 with the predecessor period from January 1, 2020 through June 25, 2020. The combined year-to-date results are compared to the predecessor’s 2019 year-to-date results. * Consolidated product revenues decreased 1.7%, or $3.5 million, to $199.8 million. * Branded CPG segment product revenues increased 1.0%, or 1.8% on a constant currency basis, to $124.3 million.   Operating loss was $13.1 million compared to operating income of $7.7 million in the prior year period. * Flavors & Ingredients segment product revenues decreased 5.9%, to $75.5 million.   Operating loss was $24.4 million compared to operating income of $16.5 million in the prior year period. * Consolidated gross profit margin was 35.6% compared to 40.5% in the prior year period, reflecting the $8.7 million non-cash purchase accounting adjustment related to inventory revaluations and non-recurring transaction bonuses associated with the business combination. Excluding the non-cash adjustment, year-to-date gross profit margin was 39.9%. * Consolidated operating loss of $37.4 million, primarily impacted by non-cash intangible asset impairment charges, non-cash purchase accounting adjustments and transaction related costs. * Consolidated Adjusted EBITDA of $40.5 million, a decrease of 7.2% versus prior year driven by international tobacco business declines and incremental public company costs, partially offset by revenue growth in the Branded CPG segment and productivity improvements.CASH FLOW & BALANCE SHEET The Company generated consolidated cash from operating activities of $7.2 million in the first nine months of 2020.As of September 30, 2020, the Company had cash and cash equivalents of $49.1 million and $133.3 million of debt, net of unamortized debt issuance costs.  SWERVE ACQUISITIONAs previously announced on November 10, 2020, and subsequent to the end of the Company’s third quarter, Whole Earth Brands closed on its acquisition of Swerve. Swerve is a marketer of the “Ultimate Sugar Replacement” and provides a key growth platform for Whole Earth Brands to expand its existing offerings in the alternative better-for-you sweetener space, which fits perfectly within its existing sweetener portfolio. Swerve is expected to increase Whole Earth Brands North American Branded CPG segment net sales to $100 million, representing a 10% market share of all sweeteners and making natural sweeteners 65% of Whole Earth Brands North American Branded CPG sales mix. Swerve is one of the fastest growing sweetener brands in retail, with a 150% revenue CAGR since 2016. The Company believes that with the combination of its Whole Earth Brands portfolio and Swerve, it can continue to drive growth across multiples products and channels.Swerve is expected to generate net sales of approximately $36 million, income from operations of approximately $5 million and Adjusted EBITDA of approximately $5 million in 2020. The Company has identified cost synergy opportunities in the range of $2.5 million to $3 million. The $80 million purchase price represents 14.8x Swerve’s 2020 expected Adjusted EBITDA and 9.5x 2020 expected run-rate synergized Adjusted EBITDA.2020 FULL-YEAR OUTLOOKThe Company is tightening its full-year outlook due to COVID-19 headwinds within its Flavors & Ingredients segment, as well as the realization of higher public company operating costs.   Included in the updated outlook are fourth quarter 2020 contributions associated with its Swerve acquisition in the amount of approximately $4 million to $5 million of revenue and nominal Adjusted EBITDA.The Company’s updated 2020 full-year outlook follows: * Consolidated product revenues in the range of $270 million to $280 million. * Consolidated Adjusted EBITDA in the range of $54 million to $57 million. * Consolidated proforma Adjusted EBITDA in the range of $63 million to $66 million. The difference between these two figures, or the proforma adjustments, is related to the expectation of $9 million of future benefits related to Flavors & Ingredients segment manufacturing footprint optimization project, synergies related to combining the two companies and supply chain transformation within Branded CPG. The Company does not anticipate realizing these benefits in 2020, but will reflect these benefits in future periods as realized. * Total expected capital expenditures in the range of $8 million to $9 million. CONFERENCE CALL DETAILSThe call will occur on Monday, November 16 at 8:30am EST. The conference call can be accessed live over the phone by dialing (877) 705-6003 or for international callers by dialing (201) 493-6725. A replay of the call will be available until November 30, 2020 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 13711856.The live audio webcast of the conference call will be accessible in the News & Events section on the Company's Investor Relations website at investor.wholeearthbrands.com. An archived replay of the webcast will also be available shortly after the live event has concluded.About Whole Earth BrandsWhole Earth Brands is a global platform of branded products and ingredients focused on the consumer transition towards healthier lifestyles, such as free from sugar, natural solutions, plant-based and clean label. Whole Earth Brands Inc. is one of the world’s leading manufacturers of zero/low sugar and calorie sweeteners as well as reduced sugar products with brands including Whole Earth®, Swerve®, Pure Via®, Equal®, and Canderel®. The Company’s branded product line Magnasweet® offers versatile masking agents, sweetness intensifiers and extenders and flavor enhancers. The company has a vision to expand its branded portfolio globally through investment opportunities in additional categories, with better for you clean label alternatives in the quest to “Open a World of Goodness®” to consumers and their families. For more information, please visit www.WholeEarthBrands.com.Forward-Looking StatementsThis press release contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Whole Earth Brands, Inc. (the “Company” or “Whole Earth Brands”) and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to, management.Forward-looking statements may be accompanied by words such as “achieve,” “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “grow,” “improve,” “increase,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or similar words, phrases or expressions. Examples of forward-looking statement included in this earnings release include, but are not limited to, our full year outlook and the expected benefits (financial and others) from the Swerve transaction. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Company’s ability to integrate Swerve and achieve the anticipated benefits of the transaction in a timely manner or at all; the extent of the impact of the COVID-19 pandemic, including the duration, spread, severity, and any recurrence of the COVID-19 pandemic, the duration and scope of related government orders and restrictions, the impact on our employees, and the extent of the impact of the COVID-19 pandemic on overall demand for the Company’s products; local, regional, national, and international economic conditions that have deteriorated as a result of the COVID-19 pandemic, including the risks of a global recession or a recession in one or more of the Company’s key markets, and the impact they may have on the Company and its customers and management’s assessment of that impact; the anticipated growth rate and market opportunity of the Company’s Branded CPG and Flavors & Ingredients business segments; the Company’s expected capital requirements and the availability of additional financing; the Company’s ability to execute on acquisition opportunities; extensive and evolving government regulations that impact the way the Company operates; the impact of the COVID-19 pandemic on the Company’s suppliers, including disruptions and inefficiencies in the supply chain; and factors relating to the business, operations and financial performance of the Company’s Branded CPG and Flavors & Ingredients segments; the Company’s success in integrating the various operating companies constituting Merisant and MAFCO.These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These statements are subject to the risks and uncertainties indicated from time to time in the documents the Company files (or furnishes) with the U.S. Securities and Exchange Commission.You are cautioned not to place undue reliance upon any forward-looking statements, which are based only on information currently available to the Company and speak only as of the date made. The Company undertakes no commitment to publicly update or revise the forward-looking statements, whether written or oral that may be made from time to time, whether as a result of new information, future events or otherwise, except as required by law.Contacts: Investor Relations Contact: Whole Earth Brands 312-840-5001 investor@wholeearthbrands.comICR Jeff Sonnek 646-277-1263 jeff.sonnek@icrinc.comMedia Relations Contact:Wyecomm Penny Kozakos 202-390-4409 Penny.Kozakos@wyecomm.com Whole Earth Brands, Inc. Condensed Consolidated Balance Sheets (In thousands of dollars, except for share and per share data) (Unaudited)       (Successor)  (Predecessor)  September 30, 2020  December 31, 2019 Assets     Current Assets     Cash and cash equivalents$49,081   $10,395  Accounts receivable (net of allowances of $15 and $2,832, respectively)54,281   55,031  Inventories103,546   121,129  Prepaid expenses and other current assets5,134   7,283  Total current assets212,042   193,838        Property, Plant and Equipment, net41,398   20,340        Other Assets     Operating lease right-of-use assets12,378   —  Goodwill124,874   130,870  Other intangible assets, net144,809   251,243  Deferred tax assets, net1,023   1,368  Other assets3,772   2,192  Total Assets$540,296   $599,851        Liabilities and Stockholders’ Equity     Current Liabilities     Accounts payable$21,643   $26,240  Accrued expenses and other current liabilities29,777   28,040  Current portion of operating lease liabilities3,423   —  Current portion of long-term debt7,000   —  Total current liabilities61,843   54,280  Non-Current Liabilities     Long-term debt126,281   —  Due to related party—   8,400  Deferred tax liabilities, net17,400   31,538  Operating lease liabilities, less current portion11,659   —  Other liabilities15,892   17,883  Total Liabilities233,075   112,101  Commitments and contingencies—   —  Stockholders’ equity     Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding—   —  Common stock, $0.0001 par value; 220,000,000 shares authorized; 38,426,669 shares issued and outstanding4   —  Additional paid-in capital324,417   —  Accumulated deficit(20,345)  —  Accumulated other comprehensive income3,145   —  Net parent investment—   487,750  Total stockholders’ equity307,221   487,750  Total Liabilities and Stockholders’ Equity$540,296   $599,851  Whole Earth Brands, Inc. Condensed Consolidated Statements of Operations (In thousands of dollars, except for share and per share data) (Unaudited)             (Successor)  (Predecessor)  Three Months Ended September 30, 2020 From June 26, 2020 to September 30, 2020  From January 1, 2020 to June 25, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Product revenues, net$67,002  $71,480   $128,328  $64,060  $203,354  Cost of goods sold48,357  51,065   77,627  38,173  121,037  Gross profit18,645  20,415   50,701  25,887  82,317              Selling, general and administrative expenses14,881  16,827   43,355  14,770  49,020  Amortization of intangible assets2,700  2,841   4,927  2,656  7,968  Asset impairment charges—  —   40,600  —  —  Restructuring and other expenses—  —   —  608  1,150              Operating income (loss)1,064  747   (38,181) 7,853  24,179              Interest expense, net(2,045) (2,161)  (238) (237) (342) Other (expense) income, net(170) (232)  801  (716) (666) (Loss) income before income taxes(1,151) (1,646)  (37,618) 6,900  23,171  Provision (benefit) for income taxes1,684  1,694   (3,482) 1,627  5,228  Net (loss) income$(2,835) $(3,340)  $(34,136) $5,273  $17,943              Net loss per share – Basic and diluted$(0.07) $(0.09)        Whole Earth Brands, Inc. Condensed Consolidated Statements of Cash Flows (In thousands of dollars) (Unaudited) (Successor)  (Predecessor)  From June 26, 2020 to September 30, 2020  From January 1, 2020 to June 25, 2020 Nine Months Ended September 30, 2019 Operating activities       Net (loss) income$(3,340)  $(34,136) $17,943  Adjustments to reconcile net (loss) income to net cash provided by operating activities:       Depreciation797   1,334  2,232  Amortization of intangible assets2,841   4,927  7,968  Deferred income taxes(3,490)  (5,578) 1,857  Asset impairment charges—   40,600  —  Pension benefit (credit) expense, net(154)  126  705  Changes in current assets and liabilities:       Accounts receivable(6,535)  7,726  2,312  Inventories5,022   3,576  2,580  Prepaid expenses and other current assets(2,516)  3,330  (569) Accounts payable, accrued liabilities and income taxes(5,618)  507  (6,589) Other, net278   (2,504) (1,870) Net cash (used in) provided by operating activities(12,715)  19,908  26,569          Investing activities       Capital expenditures(2,139)  (3,532) (2,276) Acquisitions, net of cash acquired(376,674)  —  —  Transfer from trust account178,875   —  —  Net cash used in investing activities(199,938)  (3,532) (2,276)         Financing activities       Proceeds from revolving credit facility—   3,500  —  Repayments of revolving credit facility—   (8,500) —  Long-term borrowings140,000   —  —  Repayments of long-term borrowings(1,750)  —  —  Debt issuance costs(7,139)  —  —  Proceeds from sale of common stock and warrants75,000   —  —  Funding to Parent, net—   (11,924) (23,940) Net cash provided by (used in) financing activities206,111   (16,924) (23,940)         Effect of exchange rate changes on cash and cash equivalents88   215  117  Net change in cash and cash equivalents(6,454)  (333) 470  Cash and cash equivalents, beginning of period55,535   10,395  7,205  Cash and cash equivalents, end of period$49,081   $10,062  $7,675          Supplemental disclosure of cash flow information       Interest paid$1,667   $798  $—  Taxes paid, net of refunds$1,722   $2,244  $4,160  Whole Earth Brands, Inc. Reconciliation of GAAP and Non-GAAP Financial Measures (Unaudited)The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that also presenting certain non-GAAP financial measures provides additional information to facilitate the comparison of the Company’s historical operating results and trends in its underlying operating results, and provides additional transparency on how the Company evaluates its business. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the company’s performance. The Company also believes that presenting these measures allows investors to view its performance using the same measures that the company uses in evaluating its financial and business performance and trends. The Company considers quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of its ongoing financial and business performance and trends. The adjustments generally fall within the following categories: constant currency adjustments, intangible asset non-cash impairments, transaction related costs, share based compensation expense, non-cash pension expenses, severance and related expenses, public company readiness and other one-time items affecting comparability of operating results. See below for a description of adjustments to the Company’s U.S. GAAP financial measures included herein. Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, the Company’s non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.DEFINITIONS OF THE COMPANY’S NON-GAAP FINANCIAL MEASURESThe Company’s non-GAAP financial measures and corresponding metrics reflect how the company evaluates its operating results currently and provide improved comparability of operating results. As new events or circumstances arise, these definitions could change. When these definitions change, the Company provides the updated definitions and presents the related non-GAAP historical results on a comparable basis. When items no longer impact the Company’s current or future presentation of non-GAAP operating results, the Company removes these items from its non-GAAP definitions.The following is a list of non-GAAP financial measures which the company has discussed or expects to discuss in the future: * Constant Currency Presentation: We evaluate the results of our operations on both a reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, thereby facilitating period-to-period comparisons of our business performance and is consistent with how management evaluates the Company's performance. We calculate constant currency percentages by converting our current period local currency financial results using the prior period exchange rates and comparing these adjusted amounts to our current period reported results. * Adjusted EBITDA: We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, as well as certain other items that arise outside the ordinary course of our continuing operations specifically described below: * Asset impairment charges: We exclude the impact of charges related to the impairment of goodwill and other long-lived intangible assets. We believe that the exclusion of these impairments, which are non-cash, allows for more meaningful comparisons of operating results to peer companies. We believe that this increases period-to-period comparability and is useful to evaluate the performance of the total company. * Purchase accounting adjustments: We exclude the impact of purchase accounting adjustments, including the impact from the revaluation of inventory at fair market value at the time of the business combination. These adjustments are non-cash and we believe that the adjustments of these items more closely correlate with the sustainability of our operating performance. * Transaction-related expenses: We exclude transaction-related expenses including transaction bonuses that were paid for by the seller of the assets associated with the Company’s business combination transaction. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance. * Long term incentive plan: We exclude the impact of costs relating to the long term incentive plan. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance. * Non-cash pension expenses: We exclude non-cash pension expenses/credits related to closed, defined pension programs of the Company. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance. * Severance and related expenses: We exclude employee severance and associated expenses related to roles that have been eliminated or reduced in scope as a productivity measure taken by the Company. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance. * Public company readiness: We exclude non-recurring organization and consulting costs incurred to establish required public company capabilities. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance. * Brand Introduction expenses: To measure operating performance, we exclude the Company’s sampling program costs with Starbucks. We believe the exclusion of such amounts allows management and the users of the financial statements to better understand our financial results. * Other items: To measure operating performance, we exclude certain expenses and gains that arise outside the ordinary course of our continuing operations. Such costs primarily include legal settlements and associated legal fees, acquisition related expenses, and other one off, non-recurring costs. We believe the exclusion of such amounts allows management and the users of the financial statements to better understand our financial results. Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Adjusted EBITDA margin is Adjusted EBITDA for a particular period expressed as a percentage of product revenues for that period.We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance.Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.The Company cannot reconcile its expected Adjusted EBITDA to net income under “2020 Full Year Outlook” without unreasonable effort because certain items that impact net income and other reconciling metrics are out of the Company’s control and/or cannot be reasonably predicted at this time. These items include, but are not limited to, share-based compensation expense, impairment of assets, acquisition-related charges and COVID-19 related expenses. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. Whole Earth Brands, Inc. Adjusted EBITDA reconciliation (In thousands of dollars) (Unaudited) (Successor)  (Predecessor)  Three Months Ended  From    From   Three Months Ended  Nine Months Ended September 30, 2020June 26, 2020 to September 30, 2020January 1, 2020 to June 25, 2020September 30, 2019September 30, 2019 Product revenues, net$67,002  $71,480   $128,328  $ 64,060 $203,354 Net (loss) income$(2,835) $(3,340)  $(34,136) $5,273 $17,943 Provision (benefit) for income taxes 1,684   1,694    (3,482)  1,627  5,228 Other expense (income), net 170   232    (801)  716  666 Interest expense, net 2,045   2,161    238   237  342 Operating income (loss) 1,064   747    (38,181)  7,853  24,179 Depreciation 754   797    1,334   701  2,228 Amortization of intangible assets 2,700   2,841    4,927   2,656  7,968 Asset impairment charges —   —    40,600   —  — Purchase accounting adjustments 8,701   8,701    —   —  — Transaction related expenses 214   883    10,348   —  — Long term incentive plan 378   357    562   —  1,159 Non-cash pension expense —   32    335   516  1,589 Severance and related expenses 311   367    1,105   —  296 Public company readiness 2,183   2,213    569   —  — Brand introduction costs 207   229    1,131   1,213  2,578 Other items (12)  15    634   2,528  3,677 Adjusted EBITDA$16,500  $17,182   $23,364  $15,467 $43,674 Whole Earth Brands, Inc. Constant Currency Product Revenues, Net Reconciliation (In thousands of dollars) (Unaudited)$ in ThousandsThree Months Ended September 30,     $ change% change  Product revenues, net20202019 ReportedConstant DollarForeign Exchange (1)ReportedConstant DollarForeign Exchange  Branded CPG$41,006 $40,292 $714 $60 $654 1.8% 0.1% 1.6%  Flavors & Ingredients$25,996 $23,768 $2,228 $2,228 $- 9.4% 9.4% 0.0%  Combined$67,002 $64,060 $2,942 $2,288 $654 4.6% 3.6% 1.0%                        $ in ThousandsNine Months Ended September 30,     $ change% change  Product revenues, net2020 (2)2019 ReportedConstant DollarForeign Exchange (1)ReportedConstant DollarForeign Exchange  Branded CPG$124,306 $123,098 $1,208 $2,223 $(1,015)1.0% 1.8% -0.8%  Flavors & Ingredients$75,502 $80,256 $(4,754)$(4,754)$- -5.9% -5.9% 0.0%  Combined$199,808 $203,354 $(3,546)$(2,531)$(1,015)-1.7% -1.2% -0.5%                        (1) The "foreign exchange" amounts presented, reflect the estimated impact from fluctuations in foreign currency exchange rates on product revenues.  (2) Product revenues, net for the nine months ended September 30, 2020 combine the successor and predecessor periods for better comparability to the 2019 period.       Whole Earth Brands, Inc. EBITDA reconciliation for Swerve Acquisition (In millions of dollars) (Unaudited) 2020E  GAAP Income from Operations$5.3  D&A$0.1  EBITDA$5.4

  • Whole Earth Brands, Inc. Acquires Swerve®, a Rapidly Growing Keto-Friendly & Plant-based Sweeteners & Baking Brand
    GlobeNewswire

    Whole Earth Brands, Inc. Acquires Swerve®, a Rapidly Growing Keto-Friendly & Plant-based Sweeteners & Baking Brand

    Transaction expected to increase Whole Earth’s North American Branded CPG segment net sales to $100 million, representing a 10% market share of all sweeteners and making natural sweeteners 65% of the Whole Earth’s North American Branded CPG sales mix1 Provides greater penetration of the high-growth, $6 billion baking category46% of consumers are baking more than before COVID-192Accretive to estimated 2021 EPSManagement hosting a conference call at 5:00 p.m. Eastern Time todayCHICAGO, Nov. 10, 2020 (GLOBE NEWSWIRE) -- Whole Earth Brands, Inc. (the “Company”) (Nasdaq: FREE), today announced the acquisition of all of the outstanding equity interests of Swerve, L.L.C. and Swerve IP, L.L.C (collectively, “Swerve”), a rapidly growing manufacturer and marketer of a portfolio of zero sugar, keto-friendly, and plant-based sweeteners and baking mixes. The $80 million cash transaction closed on November 10, 2020 and is expected to be accretive to Whole Earth Brands’ estimated 2021 earnings per share.Swerve is a rapidly growing manufacturer and marketer of the “Ultimate Sugar Replacement” and provides a key growth platform for Whole Earth Brands to expand its existing offerings in the alternative better-for-you sweetener space and fits perfectly within its existing sweetener portfolio. Swerve has a strong brand equity in the United States and is beloved by health-conscious consumers and bakers.Swerve is easy to use as a sugar alternative because it measures cup-for-cup with sugar, caramelizes like sugar, has a clean taste and is generally considered safe for diabetics because, as compared to sugar, it does not cause as extreme of blood sugar spikes, and is made primarily from clean natural GMO-free ingredients with no artificial preservatives. The sugar substitutes category has become increasingly important as consumers become more focused on health and wellness.“We are thrilled to announce our first acquisition as a public company. By acquiring Swerve, we’ve added one the fastest growing shelf stable sweetener brands in North America retail to Whole Earth Brands’ portfolio. This deal represents a significant opportunity to create value for Whole Earth Brands with compounded annual revenue growth of approximately 150% since 2016,” stated Albert Manzone, Whole Earth Brands Chief Executive Officer. “The transaction fits perfectly with our M&A strategy to invest in, and to accelerate the growth of, our branded consumer packaged goods (CPG) business in North America.   In fact, the addition of Swerve is expected to increase Whole Earth’s North American branded CPG segment net sales to $100M, representing a 10% market share of all sweeteners and making natural sweeteners 65% of Whole Earth’s North American branded CPG sales mix. We believe this transaction will enhance our ability to generate long-term sustainable growth. We feel that the transaction is financially sound, aligns closely with our identified strategic objectives, expands our addressable markets, and positions Whole Earth Brands to create additional value for its stockholders.”“It’s exciting to see continued progression in the ‘free-from…’ categories. It’s clear that consumer demand is strong and indicators point to even more upside as the health and wellness trend becomes a market force,” said Irwin Simon, Executive Chairman of Whole Earth Brands. “Our team has acted quickly to implement our strategic initiatives with the acquisition of Swerve, which is just over four months removed from our business combination – a great testament to the team’s passion for the business and our vision for the future. Swerve is an excellent addition to our family of brands as we continue to build a world-class portfolio. We believe in the fundamentals of this sector, and we’ll continue to explore quality brands for potential future acquisition.”1 All numbers represent 2020E, giving effect to the transaction as if it had occurred on January 1, 2020 2 HUNTER PR; America Gets Cooking: The Impact of COVID-19 on Americans’ Food Habits | April 2020Strategic and Financial Highlights * Adds Significant Scale to North American Operations and Diversifies Existing Sweetener Portfolio with GMO-free, Natural Sugar Substitute: The addition of Swerve is expected to increase Whole Earth’s North American Branded CPG segment net sales to $100 million, representing a 10% market share of all sweeteners. Swerve products include all natural zero calorie, zero sugar, gluten-free sugar replacements and baking mixes made from GMO-free ingredients. Swerve has an approximate 8.2% share of the natural sugar alternative market in North America. * Proven Growth Potential: Swerve is one of the fastest growing sweetener brands in retail, with a 150% revenue CAGR since 2016. We believe that with the combination of the Whole Earth Brands portfolio and Swerve, we can continue to drive growth across multiples products and channels. We see tremendous revenue growth opportunities to expand our combined portfolio through entry into new categories, new product development and greater channel expansion. * Alignment with High-Growth, Natural Sugar Alternative Baking Category: Swerve is a leader in natural sugar alternative for baking and significantly increases Whole Earth’s portfolio and presence in the natural sugar alternative baking segment with its gluten-free cookie, waffle and cake mixes containing no artificial ingredients, preservatives or flavors. * Demonstrates Commitment to Strategic Investments within the ‘Free-From…’ Marketplace: Swerve has experienced rapid growth attributable primarily to the long secular trends towards healthy living and better-for-you alternatives. The business falls squarely within the Company’s core sweetener category. Management continues to pursue additional avenues of growth in the enormous “free-from…” category as it works to build out its global platform, which represents an addressable market with nearly $30 billion in revenue. These include categories such as clean-label, organic, GMO-free, plant-based, dairy-free, low-carb, and gluten-free, among others, representing the Company’s expected and desired future M&A pipeline. * Strong Synergy Opportunity: The Company expects to realize significant cost synergies in the range of $2.5 million to $3.0 million by the second full fiscal year following the closing of the transaction, driven by supply chain and overhead savings. Transaction DetailsThe $80 million transaction was financed with approximately $32 million of cash on hand with the balance covered by the Company’s existing credit facilities. Swerve is expected to generate net sales of approximately $36 million, income from operations of approximately $5 million and adjusted EBITDA of approximately $5 million in 2020. The purchase price represents 14.8x Swerve’s 2020 expected adjusted EBITDA and 9.5x 2020 expected run-rate synergized adjusted EBITDA.Nomura acted as the financial advisor and DLA Piper acted as legal advisor to Whole Earth Brands.   Whipstitch Capital acted as the financial advisor and the Giannuzzi Group acted as legal advisor to Swerve.Conference Call DetailsManagement will provide a supplemental presentation and discuss the Swerve transaction on a conference call today, November 10 at 5:00 pm EST. The conference call can be accessed live over the phone by dialing (877) 300-8521 or for international callers by dialing (412) 317-6026. A replay of the call will be available until November 24, 2020 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 10149980.The supplemental presentation and live audio webcast of the conference call will be accessible in the News & Events section on the Company's Investor Relations website at investor.wholeearthbrands.com. An archived replay of the webcast will also be available shortly after the live event has concluded.About Whole Earth BrandsWhole Earth Brands is a global platform of branded products and ingredients focused on the consumer transition towards healthier lifestyles, such as free from sugar, natural solutions, plant-based and clean label. Whole Earth Brands Inc. is one of the world’s leading manufacturers of zero/low sugar and calorie sweeteners as well as reduced sugar products with brands including Whole Earth®, Swerve®, Pure Via®, Equal®, and Canderel®. The Company’s branded product line Magnasweet® offers versatile masking agents, sweetness intensifiers and extenders and flavor enhancers. The company has a vision to expand its branded portfolio globally through investment opportunities in additional categories, with better for you clean label alternatives in the quest to “Open a World of Goodness®” to consumers and their families. For more information, please visit www.WholeEarthBrands.com.Non-GAAP Financial MeasuresThe company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that also presenting certain non-GAAP financial measures provides additional information to facilitate the comparison of the company’s historical operating results and trends in its underlying operating results, and provides additional transparency on how the company evaluates its business. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the company’s performance. The company also believes that presenting these measures allows investors to view its performance using the same measures that the company uses in evaluating its financial and business performance and trends. The company considers quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of its ongoing financial and business performance and trends. The adjustments generally fall within the following categories: constant currency adjustments, intangible asset non-cash impairments, transaction related costs, share based compensation expense, non-cash pension expenses, severance and related expenses, public company readiness and other one-time items affecting comparability of operating results. See below for a description of adjustments to the company’s U.S. GAAP financial measures included herein. Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, the company’s non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Adjusted EBITDA margin is Adjusted EBITDA for a particular period expressed as a percentage of product revenues for that period.We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance.Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.Forward-Looking StatementsThis press release contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Whole Earth Brands, Inc. (the “Company” or “Whole Earth Brands”) and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to, management.Forward-looking statements may be accompanied by words such as “achieve,” “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “grow,” “improve,” “increase,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or similar words, phrases or expressions. Examples of forward-looking statement included in this earnings release include, but are not limited to, the expected benefits (financial and others) from the Swerve transaction. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Company’s ability to integrate Swerve and achieve the anticipated benefits of the transaction in a timely manner or at all; the extent of the impact of the COVID-19 pandemic, including the duration, spread, severity, and any recurrence of the COVID-19 pandemic, the duration and scope of related government orders and restrictions, the impact on our employees, and the extent of the impact of the COVID-19 pandemic on overall demand for the Company’s products; local, regional, national, and international economic conditions that have deteriorated as a result of the COVID-19 pandemic, including the risks of a global recession or a recession in one or more of the Company’s key markets, and the impact they may have on the Company and its customers and management’s assessment of that impact;; extensive and evolving government regulations that impact the way the Company operates; and the impact of the COVID-19 pandemic on the Company’s suppliers, including disruptions and inefficiencies in the supply chain.These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These statements are subject to the risks and uncertainties indicated from time to time in the documents the Company files (or furnishes) with the U.S. Securities and Exchange Commission.You are cautioned not to place undue reliance upon any forward-looking statements, which are based only on information currently available to the Company and speak only as of the date made. The Company undertakes no commitment to publicly update or revise the forward-looking statements, whether written or oral that may be made from time to time, whether as a result of new information, future events or otherwise, except as required by law.Contacts:Investor Relations Contact: Whole Earth Brands 312-840-5001 investor@wholeearthbrands.comICR Jeff Sonnek 646-277-1263 jeff.sonnek@icrinc.comMedia Relations Contact:Wyecomm Penny Kozakos 202-390-4409 Penny.Kozakos@wyecomm.com Whole Earth Brands, Inc. EBITDA reconciliation for Swerve Acquisition (In thousands of dollars) (Unaudited)$ in millions2020E  GAAP Income from Operations$5.3  D&A$0.1  EBITDA$5.4

  • Is Whole Earth Brands (FREE) a Smart Long-term Buy?
    Insider Monkey

    Is Whole Earth Brands (FREE) a Smart Long-term Buy?

    Maran Capital recently released its Q3 2020 Investor Letter, a copy of which you can download here. The fund returned approximately 13.6% net in the third quarter and approximately -1.3% for year-to-date. Over the past three years, Maran Partners Fund is up 38.5% net while the Russell 2000 total return index is up just 5.4% […]