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Investor PresentationNovember 2015
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This presentation, prepared by Amplify Snack Brands, Inc., is solely for informational purposes and is strictly confidential. Disclosure of thispresentation, its contents, extracts or abstracts to third parties is not authorized without express written permission from Amplify Snack Brands, Inc.
This presentation and the accompanying oral presentation contain forward-looking statements within the meaning of the federal securities laws, andsuch statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or future financial oroperating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,”“expects,” “plans,” “anticipates,” “could,” “would,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these words or other similar terms or expressions that concern opportunities, prospects, future market size,expectations, strategy, plans or intentions. The expectations and beliefs of Amplify Snack Brands, Inc. regarding these matters may not materialize,and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those expressed inthe forward-looking statements, and you should not place undue reliance on our forward-looking statements. The forward-looking statements in thispresentation and the accompanying oral presentation are based on information available to Amplify Snack Brands, Inc. as of the date hereof, and Amplify Snack Brands, Inc. disclaims any obligation to update any forward-looking statements for any reason, whether as a result of new
information, future events or otherwise.
This presentation and accompanying oral presentation also contains estimates and other information concerning our industry that are based onindustry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independentlyverified the accuracy or completeness of the information.
All 2014 financial information is based on the 2014 pro forma financial data as described in, and subject to the limitations in, Amplify Snack BrandInc.’s public filings with the Securities and Exchange Commission.
Amounts and percentages appearing in this presentation have been rounded to the amounts shown for convenience of presentation. Accordingly, thetotal of each column of amounts may not be equal to the total of the relevant individual items. All references to our business and products prior to April2015 refer only to SkinnyPop.
LTM is the pro forma financial data from the 12-months ended September 30, 2015, calculated by adding the financial data for the nine-monthsended September, 30, 2015 to the pro forma financial data for year ended December 31, 2014 and subtracting the pro forma financial data for thenine-months ended September 30, 2014.
Insights on the snacking market from Euromonitor were developed independently as part of their annual multi-client Passport research program.
Disclaimer
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Today’s Presenters and Agenda
Tom Ennis
Chief Executive Officer
Brian Goldberg
Chief Financial Officer
Presenters Agenda
Introduction to Amplify Snack Brands1
Investment Highlights2
Growth Strategy3
Financial Overview4
Q&A5
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Introduction to Amplify Snack Brands
1
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Addressing Growing Consumer Demand for Better-For-You (“BFY”) Snacking
Opportunity to become a category leader,focused exclusively on the rapidly-growing demand for BFY snacks
1. The Nielsen Company, Goldman Sachs Global Investment Research. Indexes an age cohort’s $ share of total food purchases versus its $ share of wholesome snack purchases.2. United States Census Bureau 2014.
3. Nielsen Global Snacking Survey, Q1 2014.
75%
75%
73%
66%
51%
No ArtificialColors
No ArtificialFlavors
GMO Free
Whole Grain
Gluten Free
% of consumers that rated attribute as important
Strong Consumer Demand for BFY Attributes3
Moderately importantVery important
131
128
104
79
63
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PEANUT &
TREE NUT
FREE
CHOLESTEROL
& TRANS FAT
FREENO
ARTIFICIAL
INGREDIENTS
DAIRYAND
GLUTEN
FREE
KOSHER
Well-Positioned to Capitalize on the Opportunity to Bea Leader in BFY Snacks
BFY snacking platform
─ Experienced management
─ Established infrastructure
SkinnyPop: Our cornerstone brand
─ Embodies BFY mission
─ Proven track record with significantgrowth headroom
Paqui is our first acquisition
─ Strong fit with Amplify
─ Large category with no BFY leader
Asset-light business model
─ Minimal capex
─ Best-in-class cash flow conversion
$16
$56
$132
$171
2012A 2013A 2014PF 2015 Q3LTM
CAGR:136%
Net sales $ in millions
$7
$25
$59$70
2012A 2013A 2014PF 2015 Q3LTM
Adj. EBITDA $ in millions
CAGR:133%
1. Not all the claims are applicable to both SkinnyPop and Paqui.
Rapidly GrowingBFY Snack Food CompanyUnique Snacking Platform Premium BFY Brands1
Industry LeadingMargins Are Fueling Growth
NONGMO
NOPRESERVATIVES
Adj.
EBITDA
Margin
42.5% 44.5% 44.2% 40.7%
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Experienced Team with Proven Track Record
Note: Logos are representative of selected prior professional experience.
Tom
Ennis
Brian
Goldberg
Jason
Shiver
Doug
Lyon
Steve
Galinski
Chief ExecutiveOfficer
Chief FinancialOfficer
Senior VicePresident of Sales
Vice Presidentof Innovation
Vice Presidentof Supply Chain
20 years ofexperience
18 years ofexperience
20 years ofexperience
23 years ofexperience
25 years ofexperience
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InvestmentHighlights
2
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Investment Highlights
Targeting a Large and Growing Category with Strong Market Tailwinds1
Cornerstone Brand, SkinnyPop, Is a Leader in a Fast-Growing Category2
Strong Brand Appeal to Consumers and Retailers3
Established Infrastructure to Support BFY Snacking Platform4
Attractive Financial Profile with Best-in-Class Growth, Margins and Free Cash Flow Conversion5
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~3-4%
10%+
Traditional Brands BFY Brands
Targeting a Large and Growing Category withStrong Market Tailwinds
1. 2009 and 2014 market size based on IRI. 2014-2019 CAGR based on management estimates using historical growth rates.2. Management estimates for traditional brands are based on Total Salty Snack expected growth and for BFY brands based on 2014 $ sales growth.
3. The Nielsen Company, Goldman Sachs Global Investment Research. Indexes an age cohort’s $ share of total food purchases versus its $ share of wholesome snack purchases.
Large and Growing Salty Snack Category1
$ retail sales in billions
[]
[]
[]
[]
[]
[]
[]
$17
$21
2009A 2014A 2019E
CAGR:+4%
+$4
CAGR:+3-4%
~ +$4
1
~$25
BFY Brands Are Outpacing Growth of Traditional2
~3X
Estimated $ retail sales growth
Large category at over $20 billion in U.S. retail sales
Expected growth of +3-4% through 2019
Increased importance of snacking in consumer diets
Emergence of millennials as heavy snackers
Demand for great-tasting BFY products
Focus on simple, recognizable ingredients
Millennials over-index in their demand for BFY snacks3
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$ 0.0
$ 1.0
$ 2.0
$ 3.0
$ 4.0
J a n - 2 0 1 3
J u l - 2 0 1 5
Cornerstone Brand, SkinnyPop, Is a Leader ina Fast-Growing Category
2
$1,511
$1,735
$104
$119
2012A All Other Brands 2014A
Note: LTM defined as latest 52 weeks ending Oct 4,2015.
Source: IRI U.S.
SkinnyPop Is DrivingTotal Popcorn Category Growth…
…And Emerging as a
Ready-to-Eat (“RTE”) Popcorn Leader
Multi-Outlet Channel $ retail sales in millions Multi-Outlet Channel $ weekly sales in millions
Total Popcorn: +7% CAGRRTE Popcorn: +24% CAGR
J a n - 2 0 1 3
J u l - 2 0 1 3
J a n - 2 0 1 4
J u l - 2 0 1 4
J a n - 2 0 1 5
21.2 %
19.4 %
6.4 %
7.3 %
LTM $ Share
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Strong Brand Appeal to Consumers…3
Note: $ sales per million ACV is a measure of velocity defined as the sales of a product for every $1 million of All Commodity Volume to which it is exposed at retail.1. IRI Panel Total U.S. – All Outlets latest 52 weeks ending Oct 4,2015.
2. IRI U.S. Multi-Outlet + Convenience latest 52 weeks ending Oct 4, 2015.
$236
$170
$95
$87
34%
22%
16%
-9%
Fastest Growing Velocity2Highest Loyalty in RTE Popcorn1Room for Continued
Velocity Growth2
61%
59%
47%
40%
% change in $ retail sales per million ACV% buyers repeat purchasing $ retail sales per million ACV
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…And to Retailers3
1. IRI U.S. Multi-Outlet + Convenience, latest 52 weeks ending Oct 4,2015.
2. IRI Panel Total U.S. – All Outlets, latest 52 weeks ending Oct 4, 2015.
GreatestFrequency of Purchase2Premium Price1
Highest Totalin Basket Spend2
Average number of trips per buyer per year Average price per ounce Average in basket dollars per trip
$0.67
$0.59
$0.48
$0.43
4.5
3.7
2.5
2.1
$104
$84 $82$78
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Established Infrastructure to Support BFYSnacking Platform
4
Sales
Systems &
Infrastructure
Supply Chain &
Distribution
Marketing &
Innovation
Established supplierrelationships
“Asset-light” outsourcedmanufacturing
Servicing customersthrough direct anddistributor models
Partnering with Tier 1
Co-Manufacturers
BFY snack focused salesteam
Strong relationships acrosschannels and brokers
Category managementanalytics and insights
Field marketing team
Investment in socialmedia, PR andinfluencers
Innovation team
Grassroots focus
Seasoned managementacross all functions
New HQ in Austin, Texas
ERP implementationcomplete
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5 Attractive Financial Profile with Best-in-ClassGrowth, Margins and Free Cash Flow Conversion
Source: Company filings. Selected High Growth Consumer Company Median consists of the median for Monster, Blue Buffalo, Keurig, Boston Beer, WhiteWave, Freshpet and Hain Celestial. Selected Snacking CompanyMedian consists of the median for B&G Foods, Boulder Brands, Pinnacle Foods, Flowers Foods, Snyder’s-Lance and Diamond FoodsNote: Amplify Snack Brands data is pro forma for 2014. All other financial data is for calendar year 2014. Adj. EBITDA is a non-GAAP financial metric. All companies may not calculate Adj. EBITDA in the
same manner and therefore the Adj. EBITDA presented may not be comparable between the companies listed here. Adj. EBITDA capex conversion refers to (Adj. EBITDA - Capex) / Adj. EBITDA.
2014AAdj. EBITDA Margin
2012A-2014ANet Sales CAGR
2014AAdj. EBITDA – Capex Conversion
187.0%
24.8%
10.1%
High-GrowthConsumer CompanyMedian
SelectedSnackingCompanyMedian
44.2%
20.1%
13.5%
High-GrowthConsumer CompanyMedian
SelectedSnackingCompanyMedian
99.2%
76.3%80.0%
High-GrowthConsumer CompanyMedian
SelectedSnackingCompanyMedian
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GrowthStrategy
3
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Our Growth Drivers
StrongCategoryGrowth
IncreaseDistributionand Share
of Shelf
NewProduct
Innovation
IncreaseHouseholdPenetration
InternationalExpansion
Future
BFY
Acquis i t ions
1 23
4
5
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59%
41%40%
39% 37%
35%33%
32%
24%
21%
17%16%
P o t a t o C h i p s
M i c r o w a v e P o p c o r n
O t h e r R T E P o p c o r n
C r a c k e r s
C o o k i e s
T o r t i l l a C h i p s
C a n d y
P r e t z e l s
G r a n o l a B a r s / E n e r g y B a r s
N u t s
V e g e t a b l e s
F r u i t
2%
6%
12%16%
$0.65
$0.79
$0.97
$1.05
2012A 2013A 2014A 2015L52
Capitalize on Category GrowthThrough Continued Share Gains
1. Source: Latest 52 weeks IRI as of Oct 4,2015
2. SkinnyPop proprietary usage and attitude study conducted September 30, 2015 with 615 consumers.
SkinnyPop Is GainingShare in Fast-Growing RTE Popcorn1…
…And Winning Share fromOther Large Snacking Categories2
Multi-Outlet + Convenience $ retail sales in billions% response to “What do you eat SkinnyPop instead of? Please select all that apply.”
RTE
Category
Growth
10% 21% 23% 13%
SkinnyPop ShareTotal RTE Popcorn
CAGR:19%
1
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29 49
136221
270
585673
1,088
2015L52
7.9
6.9
4.4
2.9
Increase Distribution and Share of Shelf
Source: U.S. Multi-Outlet + Convenience latest 52 weeks ending Oct 4,2015.
Significant Distribution Headroom Resulting in Ample Growth Runway
Average items per store selling All commodity weighted distribution Total distribution points
Tools for Growing Distribution
94%
70%65%
40%
Avg.Top 25Salty
SnackBrands
Additional Items on Shelf Effective Retail Merchandising Differentiated Packaging
CAGR:109%
2
2012A 2013A 2014A
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Capitalize on SkinnyPop’s Leading Brand
Loyalty Through Household Penetration Gains
1. IRI Panel Total U.S. – All Outlets latest 52 weeks ending Oct 4,2015
2. IRI Panel Total U.S. – All Outlets latest 52 weeks ending Oct 4,2015.The top 25 salty snack brands are those brands with the highest dollar retail sales in the 52 week period according to IRI data.
Industry Leading Brand Loyalty1…
% of customers repeat purchasing % households buying
Tools for Growing Awareness
Digital, Social & Influencers Sampling & Field Marketing
…But Low Household Penetration2
61%59%
47%
40%
57%55% 53%
51%
43%42% 41%
7.2%
26.3%
11.2%
5.3% 4.6%
Top 25Salty SnackBrand Avg.2
3
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New Product Innovation
2010-2012 2015+2012-2014
FlavorExpansions
NewPrice/Pack
Combinations
Close-inCategory
Adjacencies
New Forms
4
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International Expansion5
Popcorn retail sales at ~$4.6 billion globally in 2014 with an expected CAGR of 4.4% through 20191
Size of Popcorn Category in Markets Outside the U.S.1
$ retail sales in millions
Expansion Approach
$476$465
$419
$343
$110 $104$80
Canada& Mexico
WesternEurope
South America
AsiaPacific
Middle East& Africa
EasternEurope
Australasia
Increase distribution in Canada
Prioritize sizeable high-growth markets
Distribution with global retailers
International distribution partners
Asset-light outsourced manufacturingmodel
Opportunity to become aglobal BFY leader
1. Euromonitor 2015 Edition.
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Significant Opportunities to Enter AdjacentCategories via Future Acquisitions
1. 2014 market sizes based on IRI. 2019 market sizes are implied by management based on 2009-2014 historical category growth.
2. Nielsen Global Snacking Report September 2014.
Attractive Snack Markets in the U.S.1 Key Acquisition Criteria
BFY snacking
Exceptional taste profile
Distinct BFY characteristics
Premium brand
Unique brand, product andpositioning
Some proof of concept at retail
Meaningful revenue and marginopportunities
Leverages existing infrastructure andexpertise
$7.2
$4.7
$1.8
$1.2 $1.1 $1.0
$3.9
PotatoChips
TortillaChips
CheeseSnacks
Pretzels CornSnacks
RTEPopcorn
Other (No Nuts)
Expected 2014-2019 CAGR of +3-4% drivinga $4 billion+ category expansion
2009
-2014
CAGR
4.1% 3.9% 3.0% 2.0% 3.0% 11.7% 4.6%
Global retail snack sales estimated at over $370 billion in 20142
2014 $ retail sales in billions
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Paqui Is Our First Platform Acquisition Addressing a Large Market with an Existing BFY Brand
Attractive Tortilla Chips Market
Large and growing market at $4.7 billion in the U.S. and$11.9 billion globally1
One of the most purchased snacks in the U.S.
No leading BFY brand of scale
1. Euromonitor 2015 Edition.
Paqui’s Fit with Amplify
NO MSG
Fast and Successful IntegrationFully integrated into financial and business processes
Improved profitability
Improved ingredient deck
New price/pack combinations
New signature flavor ‘Nacho Cheese Especial’
Tier I Co-Manufacturing with large national network
Significant customer acceptance
Ready for Q1 2016 national launch
Strong marketing program to gain awareness and trial
Alignment with Amplify’s BFY mission
Small but unique and emerging brand
Sold regionally in Whole Foods and nationally in Kroger
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6 Flavors!
5.5oz
Paqui is ready for national launch!
20oz
2oz
1oz
22oz
Canadian 155g
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FinancialOverview
4
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Track Record of Strong Growth and CompellingFinancial Profile
1. Adjusted for depreciation and inventory acquisition fair value adjustments.2. Includes sales, marketing, general and administrative expenses and is adjusted to exclude founder contingent compensation, amortization of intangible assets, recapitalization expenses, executive recruitment costs,
sponsor acquisition-related expenses and equity-based compensation.
Net Sales Adj. Gross Profit1
Adj. SG&A2 Adj. EBITDA
$7 $25
$59$70
2012A 2013A 2014PF 2015 Q3LTM
$9$33
$75
$96
2012A 2013A 2014PF 2015 Q3LTM
$16$56
$132$171
2012A 2013A 2014PF 2015 Q3LTM
YoYGrowth
247.8% 137.6% 42.9% GrossMargin
56.1% 58.6% 56.5% 56.0%
$2 $8
$16
$26
2012A 2013A 2014PF 2015 Q3LTM
SG&A % of
Net Sales 2 13.6% 14.1% 12.3% 15.3%
Adj. EBITDA
Margin 42.5% 44.5% 44.2% 40.7%
$ in millions
CAGR:147%
$ in millions
$ in millions
$ in millions
CAGR:133%
CAGR:136%
CAGR:136%
2012A 2013A 2014PF 2015 Q3LTM
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$99
$138
First 9 Mo. 2014 First 9 Mo. 2015
Strong Year-to-Date 2015 Financial PerformanceFirst 9 Months Results
Net Sales Adj. EBITDA
$ in millions $ in millions
Gross
Margin 56.0% 55.8%
Gross Profit
$ in millions
Adj.
EBITDA
Margins
45.5% 40.8%
$45
$56
First 9 Mo. 2014 First 9 Mo. 2015
$56
$77
First 9 Mo. 2014 First 9 Mo. 2015
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$43.0
$59.5
$29.2
$18.1
SkinnyPop SmartFood PopcornIndiana
Angies
Continued Strong MomentumLatest IRI 12-week Period
Dollars per $MM ACVContinued Strong Dollar Sales and Unit Sales
$43.2 million dollar sales, +42.9% YoY growth
11.3 million units sales, +42.5% YoY growth
18.0% dollar share -> +400 bps YoY growth
$0.68 average price/volume (oz) -> +20 bps YoY growth
Continued Distribution Gains
Continued Strong Velocity Performance
$43.0 Dollars per $MM ACV -> +10.4% YoY growth
68.5 ACV -> +27.9 YoY growth
199.7 TDP -> +96.2% YoY growth
2.7 items selling
1. Source: IRI U.S. Multi-Outlet + Convenience for 12wks ending Oct 4, 2015
2. Calculation of retail sales dollars divided by Total Distribution Points as reported by IRI Multi-Outlet + Convenience for 12wks ending Oct 4, 2015
1
1
1
$ RetailSales (MM) $43.2 $68.2 $15.4 $12.0
YoY $growth% 42.9% 22.9% 36.4% -27.5%
ACV 68.5 92.2 34.7 60.5
Items / store 2.7 4.4 3.3 3.8
TDP 199.7 420.2 178.7 253.7
$ RetailSales (MM) /
TDP$0.22 $0.16 $0.08 $0.05
2
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SkinnyPop Distribution Gains Across all ChannelsL52 Weeks
Grocery Channel
Natural Channel
C-Store Channel
Mass Channel
TDP - 311
% TDP Growth – 42.6%
Category – 18.2% $69.7MM
SkinnyPop – 59.3% $30.3MMSP % of Cat $ growth 43.5%
Category – 11.5% $17.7MMSkinnyPop – 643.0% $ 9.0MM
SP % of Cat $ growth 50.7%
Category – 18.6% $3.2MMSkinnyPop – 49.0% $1.3MMSP % of Cat $ growth 42.5%
Category – 7.7% $14.6MMSkinnyPop – 88.3% $1.1MMSP % of Cat $ growth 7.4%
1. Source: IRI U.S. Multi-Outlet + Convenience for latest 52wk ending Oct. 4, 2015
Grocery Channel $ Growth 1
Mass Channel $ Growth 1
Natural Channel $ Growth 1
C-Store Channel $ Growth 1
TDP - 220% TDP Growth – 389.2%
TDP - 375% TDP Growth – 17.4%
TDP - 21% TDP Growth – 41.7%
St C h Fl d Li idit
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Strong Cash Flow and Liquidity
Adjusted EBITDA – Capex Debt as of September 30, 2015
1. Does not include founder contingent compensation of $25mm for SkinnyPop due first half of 2016.2. 2015 Q3 LTM Adj. EBITDA at $69.5mm.
3. 2015 Q3 LTM unfunded Capex only.
$7
$24
$58
$69
2012A 2013A 2014PF 2015 Q3LTM
$ in millions
CAGR:132%
Amount
Leverage(x 2015 Q3LTM Adj.EBITDA)2
Cash $6.9
Revolver ($25mm capacity) 1.5
Paqui Seller Notes Payable 3.7
Term Loan 199.9
Total Net Debt1 $198.2 2.8x
$ in millions
Capex $0.0 $0.5 $0.5 $0.7
3
3
G id
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Guidance
FY 2015 Guidance*
Net Sales $180.0 - $182.0 million
36.0% - 37.5% increase
Adj. EBITDA $71.7 - $72.5 million
22.5% - 23.8% increase
* As of November 5, 2015; all comparisons made to the prior year.
Drivers
Strong momentum of SkinnyPop brand
Continued strong gross margin performance
Slight increase in Adjusted SG&A from increasedconsumer marketing and public company costs
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Appendix
R ili ti f N t I t Adj t d EBITDA
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Reconciliation of Net Income to Adjusted EBITDA
1. Reflects the elimination of the $0.4 million increase in cost of goods sold related to the Sponsor Acquisition.2. Represents compensation expense assoc iated with the Founder Contingent Compensation of $8.4 million recorded in the period from July 17, 2014 to December 31, 2014, and $18.4 million reflected as acomponent of general & administrative expenses in the Pro Forma Year Ended December 31, 2014 (Unaudited).3. Represents (i) $0.5 of predecessor transaction costs, (ii) $0.8 of transaction bonuses and (iii) $2.2 of sponsor transaction costs.4. Represents the expenses incurred in connection with the December 2014 and May 2015 Special Dividends.5. Represents the recognized expense associated with sign-on and retention bonuses for certain executive hires and certain recruiting fees.6. Includes performance bonuses and related payroll taxes paid to employees upon the completion of the IPO, a financial advisory fee paid to an advisor in connection with the IPO, and legal, accounting, consulting,
printing, filing and listing fees paid in connection with the IPO process.7. Represents transaction costs associated with legal and accounting services.
8. Represents severance expenses related to the acquisition of Paqui. We are permitted to add back expenses of this type in determining Adjusted EBITDA under the credit agreement governing our term loan
$ in millions 2013 2014 Pro Forma Q3 2015 LTM
Net Income $ 24.8 $ 13.6 $ 8.1
Non-GAAP Adjustments:
Interest Expense - 12.9 11.7
Income Tax Expense - 7.3 12.8
Depreciation 0.0 0.2 0.3
Amortization of Intangible Assets - 4.2 4.2
Inventory Fair Value Adjustment1 - 0.4 0.0
Equity-Based Compensation Expenses - 0.2 2.7
Founder Contingent Compensation2 - 18.4 18.4
Sponsor Acquisition-Related Expenses3 - 0.5 0.0
Recapitalization Expenses4 - 0.2 0.3
Executive Recruitment5 - 0.6 1.3
IPO Related Expenses6 - - 9.4
Other Professional Services7 - - 0.3
Severance Expenses8 - - 0.1
Adjusted EBITDA $ 24.8 $ 58.5 $ 69.5
R ili ti f G P fit t Adj t d G P fit
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Reconciliation of Gross Profit to Adjusted Gross Profitand SG&A to Adjusted SG&A$ in millions
1. Reflects the elimination of the $0.4 million increase in cost of goods sold related to the Sponsor Acquisition.2. Represents compensation expense associated with the Founder Contingent Compensation of $8.4 million recorded in the period from July 17, 2014 to December 31, 2014, and $18.4 million reflected as acomponent of general & administrative expenses in the Pro Forma Year Ended December 31, 2014 (Unaudited).3. Represents (i) $0.5 of predecessor transaction costs, (ii) $0.8 of transaction bonuses and (iii) $2.2 of sponsor transaction costs.4. Represents the expenses incurred in connection with the December 2014 and May 2015 Special Dividends.5. Represents the recognized expense associated with sign-on and retention bonuses for certain executive hires and certain recruiting fees.6. Includes performance bonuses and related payroll taxes paid to employees upon the completion of the IPO, a financial advisory fee paid to an advisor in connection with the IPO, and legal, accounting,
consulting, printing, filing and listing fees paid in connection with the IPO process.7. Represents transaction costs associated with legal and accounting services.
8. Represents severance expenses related to the acquisition of Paqui. We are permitted to add back expenses of this type in determining Adjusted EBITDA under the credit agreement governing our term loan.
2013 2014 Pro Forma Q3 2015 LTM
Gross Profit $ 32.7 $ 74.2 $ 95.3
Non-GAAP Adjustments:Depreciation (COGs) 0.0 0.2 0.3
Inventory Fair Value Adjustment1 - 0.4 0.0
Adjusted Gross Profit $ 32.7 $ 74.8 $ 95.6
2013 2014 Pro Forma Q3 2015 LTM
SG&A $ 7.9 $ 40.4 $ 62.7
Non-GAAP Adjustments:
Depreciation (SG&A) - (0.0) (0.0)
Amortization of Intangible Assets - (4.2) (4.2)
Equity-Based Compensation Expenses - (0.2) (2.7)
Founder Contingent Compensation2 - (18.4) (18.4)
Sponsor Acquisition-Related Expenses3 - (0.5) 0.0
Recapitalization Expenses4 - (0.2) (0.3)
Executive Recruitment5 - (0.6) (1.3)
IPO Related Expenses6 - - (9.4)
Other Professional Services7 - - (0.3)
Severance Expenses8 - - (0.1)
Adjusted SG&A $ 7.9 16.2 $ 26.1
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Reconciliation of Cash from Operating Activities to Adjusted EBITDA
1. Represents a non-cash component of income tax expense.2. Represents a non-cash component of interest expense.3. Reflects the elimination of the $0.4 million increase in cost of goods sold related to the Sponsor Acquisition.4. Reflects the prepayment of Founder Contingent Compensation.5. Represents (i) $0.5 of predecessor transaction costs, (ii) $0.8 of transaction bonuses and (iii) $2.2 of sponsor transaction costs.6. Includes performance bonuses and related payroll taxes paid to employees upon the completion of the IPO, a financial advisory fee paid to an advisor in connection with the IPO, and legal, accounting, consulting, printing,
filing and listing fees paid in connection with the IPO process.7. Represents severance expenses related to the acquisition of Paqui. We are permitted to add back expenses of this type in determining Adjusted EBITDA under the credit agreement governing our term loan.8. Represents the expenses incurred in connection with the December 2014 and May 2015 Special Dividends.9. Represents the recognized expense associated with sign-on and retention bonuses for certain executive hires and certain recruiting fees.
10.Represents transaction costs associated with legal and accounting services.
$ in millions
2013
Predecessor
Period (January 1,
2014
to July 16, 2014)
Successor Period
(July 17, 2014 to
December 31,
2014)
YTD
September 30,
2015
Cash from Operating Activities $ 22.5 $ 26.3 $ 12.7 $ 30.9
Reconciling Items:
Interest Expense - - 4.3 9.3
Income Tax Expense - - 3.5 11.1
Deferred Income Taxes1 - - 3.1 (7.0)
Amortization of Deferred Financing Costs2 - - (0.3) (0.6)
Net Change in Operating Assets and Liabilities,
Net of Effects of Acquisition2.3 4.3 (1.6) 1.8
Inventory Fair Value Adjustment3 - - 0.4 0.0
Founder Contingent Compensation4 - - 1.5 0.0
Sponsor Acquisition-Related Expenses5 - 1.3 2.2 0.0
IPO Related Expenses6 - - - 9.4
Severance Expenses7 - - - 0.1
Recapitalization Expenses8 - - 0.2 0.1
Executive Recruitment
9 - - 0.6 0.7
Other Professional Services10 - - - 0.3
Adjusted EBITDA $ 24.8 $ 31.9 $ 26.6 $ 56.1