AgroFresh Solutions Reports Results for Second Quarter and First Half of 2017

Year-to-Date Revenues Increased 5.0 Percent; Cash from Operations up
100 Percent

  • Net sales for first half of 2017 up 5.0 percent to $49 million
  • Net income of $3 million for the second quarter and net loss of $9
    million for the first half of 2017 compared to a net loss of $25
    million for the second quarter and $50 million for the first half of
    2016
  • Second quarter EBITDA[1] of $5 million
    compared to a negative $4 million in the year earlier period, and
    first half EBITDA
    [1] of $16 million compared
    to a negative $0.2 million in the first half of 2016
  • $16 million of cash generated from operations for first half of
    2017 compared to $8 million in the first half of 2016
  • Quarter end cash of $79 million up $18 million over the past twelve
    months

PHILADELPHIA–(BUSINESS WIRE)–$AGFS #earnings–AgroFresh Solutions, Inc. (“AgroFresh” or the “Company”) (NASDAQ:AGFS),
a global leader in produce freshness solutions, announced financial
results for the second quarter and first half of fiscal 2017, ended June
30, 2017. AgroFresh offers unprecedented pre- and post-harvest expertise
to measurably reduce fruit waste from the orchard to the consumer.

Jordi Ferre, Chief Executive Officer, commented, “We made solid progress
in the second quarter to bring the first half of the year, our Southern
Hemisphere season, to a successful conclusion. We continue to grow our
SmartFresh™ revenues, primarily through our customers’ increasing
adoption of the SmartFresh™ Quality System. Harvista also continues to
generate strong growth. Margins remain in-line with historical averages
as we maintain pricing discipline. And, while costs were also down from
a year ago, our transition off the Dow platform, implementation of a new
ERP system, and continued efficiency and productivity improvements are
expected to show additional progress over the balance of the year. The
balance sheet remains strong primarily due to the strong cash flow
characteristics of our asset-light business model.

“The second quarter was also a quarter of significant progress along a
number of strategic fronts. Most prominently, our victory in the MirTech
suit confirmed the strength of our intellectual property portfolio. We
continue to pursue remedies associated with this decision. In addition,
we added fungicides to the SmartFresh™ Quality System, further adding to
our industry-leading value proposition.

“We are well prepared for the pivotal second half of the year. The
SmartFresh™ Quality System is a compelling value that is unsurpassed in
the market. AgroFresh has built its franchise over the past few decades
based on service, and we have had our teams in front of customers for
months, developing solutions from our product portfolio – from
SmartFresh™ , to Harvista, to AdvanStore and our newly introduced
ActiMist brand fungicide – that are responsive to their needs. Longer
term, we believe there are opportunities to enhance our product
offerings and leverage our global footprint through strategic
acquisitions and product innovation. The demand for food preservation
and waste reduction is on the rise throughout the world, and we are
confident we can provide the products and services that will help the
entire food supply chain optimize the value of their products.”

Financial Highlights for the Second Quarter and
First Half

Net sales for the second quarter of 2017 were $16 million compared to
$18 million in second quarter of 2016, primarily due to seasonal timing
differences that can swing revenues between the first and second
quarter. Net sales for the first half of 2017 were $49 million, an
increase of 5 percent over the first half of 2016.

Operating margins, excluding the impact of inventory step-up
amortization in 2016, were relatively stable at 76 percent in the second
quarter of 2017 compared to the 78 percent recorded in the second
quarter of 2016. The decrease was driven by the impact of our fixed
costs on lower sales in the quarter. First half 2017 operating margins
were 80 percent, in-line with the same period in 2016.

Research and development costs of $4 million were flat to the second
quarter of 2016, while selling, general and administrative expenses of
$13 million were down over $1 million from a year ago, primarily due to
efficiency and productivity improvements. Administrative expenses
include a number of one-time items, such as elevated legal and
consulting fees, which, now expensed, and together with more aggressive
implementation of efficiency initiatives, should lead to lower expenses
in the second half of the year.

Interest expense of $9 million was $5 million less than in the second
quarter of 2016, driven by lower accretion of contingent consideration.
Cash interest expense in the second quarter of 2017 was relatively
unchanged from the same period a year ago. In the quarter, the Company
also recorded an $8 million gain on currency and a $15 million tax
benefit as a result of the reversal of a deferred tax valuation
allowance within the provision for income taxes.

Balance Sheet and Cash Flow

The company continues to generate strong cash flow, with cash from
operations of $16 million in the first half of 2017, an increase of 100
percent over the same period in the prior year. As of June 30, 2017, the
company had cash on hand of $79 million.

Katherine Harper, CFO, said, “Financial performance in the quarter
remains on track with our expectations for the year. Timing issues can
shift results between the first two quarters, making comparisons of
performance for the entire first half much more meaningful. On that
front, we have shown steady growth and better financial results compared
to a year ago, especially on the bottom line and in generating positive
cash flow. We still expect the full year average run rate for S, G & A
to be $11 million per quarter, as the settlement of the MirTech
litigation reduces elevated legal and associated expenses and a more
aggressive efficiency and productivity enhancement program gains
traction in the second half of the year. In addition, we are confident
the wind down of our various service agreements with Dow, consolidation
of locations, and implementation of other efficiency initiatives will
reduce overhead. We are in a very strong financial position headed into
the height of our selling season, which provides a strategic competitive
advantage. We have also been actively making modest, strategic
investments in innovative technologies. By initiating a strategic
acquisition program, we are gaining a much wider view and far greater
access to additional growth opportunities. With almost $80 million in
cash on hand, strong cash flow, and the financial support of Dow and
Avenue, we feel that we have the resources to accelerate growth both
organically as well as through acquisition in order to further
strengthen the AgroFresh franchise.”

Conference Call

The Company will conduct a conference call to discuss its second quarter
2017 results at 8:30 a.m. Eastern Time on August 9, 2017. To access the
call, please dial 877-883-0383 from
the U.S. or 412-902-6506 from outside
the U.S. The conference call I.D. number is 2244803. The call will also
be available as a live webcast with an accompanying slide presentation,
which will be accessible via the “Events & Presentations” page of the
Investor Relations section of the Company’s website at www.agrofresh.com.
All participants should call or access the website approximately 10
minutes before the conference call begins.

A telephone replay of the conference call will be available by dialing 877-344-7529 (US)
and 412-317-0088 (International)
until Wednesday, August 23, 2017. The replay I.D. number is 10110919.

Non-GAAP Financial Measures

This press release contains the non-GAAP financial measure EBITDA. The
Company believes this non-GAAP financial measure provides meaningful
supplemental information as it is used by the Company’s management to
evaluate the Company’s performance. Management believes that this
measure enhances a reader’s understanding of the financial performance
of the Company, is more indicative of operating performance of the
Company, and facilitates a better comparison between fiscal periods, as
the non-GAAP measure excludes items that are not considered core to the
Company’s operations.

The Company does not intend for the non-GAAP financial measure contained
in this release to be a substitute for any GAAP financial information.
Readers of this press release should use this non-GAAP financial measure
only in conjunction with the comparable GAAP financial measure.
Reconciliations of the non-GAAP financial measure EBITDA to the most
comparable GAAP measure are provided in the table at the end of this
press release.

About AgroFresh

AgroFresh Solutions, Inc. (NASDAQ: AGFS) is a global industry leader in
providing innovative data-driven specialty solutions aimed at enabling
growers and packers of fresh produce to preserve and enhance the
freshness, quality and value of fresh produce and to maximize the
percentage of produce supplied to the market relative to the amount of
produce grown. Its flagship product is the SmartFresh™ Quality System, a
freshness protection technology proven to maintain firmness, texture and
appearance of fruits during storage and transport. SmartFresh is
currently commercialized in over 40 countries worldwide. Additionally
the company has a number of different solutions and application
technologies that have either been launched (Harvista, RipeLock,
Landspring) or will be launched in the future that will extend its
footprint to other crops and steps of the global produce supply chain.
For more information, please visit www.agrofresh.com.

Forward-Looking Statements

In addition to historical information, this release may contain
“forward-looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act
of 1995. All statements, other than statements of historical facts,
included in this release that address activities, events or developments
that the Company expects or anticipates will or may occur in the future
are forward-looking statements and are identified with, but not limited
to, words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”,
“outlook”, and “project” and other similar expressions (or the negative
versions of such words or expressions). Forward-looking statements
include, without limitation, information concerning the Company’s
possible or assumed future results of operations, including all
statements regarding financial guidance, anticipated future growth,
business strategies, competitive position, industry environment,
potential growth opportunities and the effects of regulation. These
statements are based on management’s current expectations and beliefs,
as well as a number of assumptions concerning future events. Such
forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other important factors, many of which
are outside the Company’s management’s control that could cause actual
results to differ materially from the results discussed in the
forward-looking statements. These risks include, without limitation, the
risk of increased competition; the ability of the business to grow and
manage growth profitably; costs related to operating AgroFresh as a
stand-alone public company; changes in applicable laws or regulations,
and the possibility that the Company may be adversely affected by other
economic, business, and/or competitive factors. Additional risks and
uncertainties are identified and discussed in the Company’s filings with
the SEC, which are available at the SEC’s website at www.sec.gov.

 

(1) EBITDA is a non-GAAP financial measure. Please see
the information under “Non-GAAP Financial Measures” below for a
description of EBITDA and the tables at the end of this press
release for a reconciliation of Non-GAAP financial measures to
GAAP results.

 
 

AgroFresh Solutions, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

 
    June 30,
2017
 

December 31,
2016

ASSETS    
Current Assets:
Cash and cash equivalents $ 78,592 $ 77,312
Accounts receivable, net of allowance for doubtful accounts of
$2,031 and $1,242, respectively
30,270 63,675
Inventories 18,220 15,467
Other current assets   13,782     14,047  
Total current assets 140,864 170,501
Property and equipment, net 8,186 8,048
Intangible assets, net 757,935 776,584
Deferred income tax assets 8,379 8,459
Other assets   2,193     2,252  
TOTAL ASSETS   $ 917,557     $ 965,844  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable $ 9,228 $ 12,133
Current portion of long-term debt 4,250 15,250
Income taxes payable 5,531 3,121
Accrued expenses and other current liabilities   32,946     66,366  
Total current liabilities 51,955 96,870
Long-term debt 402,877 392,996
Other noncurrent liabilities 70,857 140,833
Deferred income tax liabilities   20,455      
Total liabilities 546,144 630,699
 

Commitments and contingencies

Stockholders’ equity:
Common stock, par value $0.0001; 400,000,000 shares authorized,
50,999,086 and 50,698,587 shares issued and 50,337,705 and
50,037,206 shares outstanding at June 30, 2017 and December 31,
2016, respectively
5 5
Preferred stock; par value $0.0001, 1 share authorized and
outstanding at June 30, 2017 and December 31, 2016
Treasury stock; par value $0.0001, 661,381 shares at June 30, 2017
and December 31, 2016
(3,885 ) (3,885 )
Additional paid-in capital 531,573 475,598
Accumulated deficit (141,622 ) (132,200 )
Accumulated other comprehensive loss   (14,658 )   (4,373 )
Total stockholders’ equity   371,413     335,145  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 917,557     $ 965,844  
 
 

AgroFresh Solutions, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

(In thousands, except share and per share data)

 
    Three Months Ended
June 30, 2017
  Three Months Ended
June 30, 2016
    Six Months Ended
June 30, 2017
  Six Months Ended
June 30, 2016
Net sales   $   16,389   $   18,385 $   49,119   $   46,796
Cost of sales (excluding amortization, shown separately below)   3,906     15,833       9,745     39,653  
Gross profit 12,483 2,552 39,374 7,143
Research and development expenses 3,735 3,808 7,032 8,237
Selling, general, and administrative expenses 13,435 14,546 29,866 34,212
Amortization of intangibles 10,445 9,899 20,890 19,798
Change in fair value of contingent consideration   (1,211 )   (300 )     (996 )   (3,400 )
Operating loss (13,921 ) (25,401 ) (17,418 ) (51,704 )
Other income (expense) 215 (1 ) 255 54
Gain (loss) on foreign currency exchange 7,968 (1,072 ) 11,071 (242 )
Interest expense, net   (8,564 )   (14,316 )     (18,857 )   (29,324 )
Loss before income taxes (14,302 ) (40,790 ) (24,949 ) (81,216 )
Income tax benefit   (16,909 )   (15,626 )     (15,527 )   (30,915 )
Net income (loss)   $   2,607     $   (25,164 )     $   (9,422 )   $   (50,301 )
 
Net income (loss) per share:
Basic $ 0.05 $ (0.51 ) $ (0.19 ) $ (1.02 )
Diluted $ 0.05 $ (0.51 ) $ (0.19 ) $ (1.02 )
Weighted average shares outstanding:
Basic 49,670,621 49,279,167 49,941,993 49,294,817
Diluted 50,035,343 49,279,167 49,941,993 49,294,817
 
 

AgroFresh Solutions, Inc.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 
(in thousands)   Six Months Ended
June 30, 2017
  Six Months Ended
June 30, 2016
Cash flows from operating activities:    
Net loss $ (9,422 ) $ (50,301 )
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 22,046 21,339
Provision for bad debts 789
Stock-based compensation for equity classified awards 806 1,687
Pension expense 153
Amortization of inventory fair value adjustment 30,377
Amortization of deferred financing costs 1,166 1,121
Accretion of contingent consideration 5,515 15,838
Decrease in fair value of contingent consideration (996 ) (3,400 )
Deferred income taxes (19,726 ) (33,798 )
Loss on sales of property 80 1
Provision for inventory obsolescence 89
Other 43 299
Changes in operating assets and liabilities:
Accounts receivable 37,232 29,617
Inventories (2,758 ) (3,764 )
Prepaid expenses and other current assets 198 (7,984 )
Accounts payable (19,864 ) 1,181
Accrued expenses and other liabilities (1,987 ) 3,482
Income taxes payable 2,581 1,008
Other assets and liabilities   205     1,244  
Net cash provided by operating activities   16,150     7,947  
Cash flows from investing activities:
Cash paid for property and equipment (2,835 ) (3,194 )
Proceeds from sale of property 9 8
Other investments   (1,050 )    
Net cash used in investing activities   (3,876 )   (3,186 )
Cash flows from financing activities:
Payment of Dow liabilities settlement (10,000 )
Repayment of long term debt (2,125 ) (2,125 )
Repurchase of stock for treasury       (1,488 )
Net cash used in financing activities   (12,125 )   (3,613 )
Effect of exchange rate changes on cash and cash equivalents   1,131     1,400  
Net increase in cash and cash equivalents 1,280 2,548
Cash and cash equivalents, beginning of period   77,312     57,765  
Cash and cash equivalents, end of period   $ 78,592     $ 60,313  
 
Supplemental disclosures of cash flow information:
Cash paid for:
Cash paid for interest $ 12,309 $ 12,227
Cash paid for income taxes $ 1,291 $ 2,213
Supplemental schedule of non-cash investing and financing
activities:
Accrued purchases of property and equipment $ 254 $ 796
Settlement of Dow liabilities not resulting from cash payment, net
of deferred income taxes
$ 55,089 $
 

GAAP to Non-GAAP Reconciliations

The following is a reconciliation between the non-GAAP financial measure
of EBITDA to its most directly comparable GAAP financial measure, net
income (loss):

(in thousands)  

Three Months
Ended
June 30, 2017

 

Three Months
Ended
June 30, 2016

   

Six Months
Ended
June 30, 2017

 

Six Months
Ended
June 30, 2016

GAAP net income (loss)   $ 2,607   $ (25,164 ) $ (9,422 )   $ (50,301 )
Benefit for income taxes (16,909 ) (15,626 ) (15,527 ) (30,915 )
Amortization of inventory step-up(1) 11,872 30,377
Interest expense(2) 8,564 14,316 18,857 29,324
Depreciation and amortization   11,068     10,502       22,046     21,339  
Non-GAAP EBITDA   $ 5,330     $ (4,100 )     $ 15,954     $ (176 )
         
(1)   The amortization of inventory step-up related to the acquisition of
AgroFresh was charged to income based on the pace of inventory usage.
(2)

Interest on the term loan and accretion for debt discounts, debt
issuance costs and contingent consideration.

 

Contacts

AgroFresh Solutions, Inc.
Katherine Harper, CFO
[email protected]