AgroFresh Results Presentation Deck

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Agrofresh

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agrofresh

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August 2022

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#1AgroFresh We Grow Confidence Second Quarter & First Half 2022 Supplemental Earnings Presentation August 9, 2022#2Disclaimers In addition to historical information, this presentation contains "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 presentation 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 new products and other 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 and the ability of the business to grow and manage growth profitably, risks associated with acquisitions and investments, changes in applicable laws or regulations, conditions in the global economy, including the effects of the coronavirus outbreak, 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, including the Annual Report on Form 10-K filed on March 9, 2022, and its Quarterly Reports on Form 10-Q for subsequent periods, which are available at the SEC's website at www.sec.gov. Any forward-looking statement made in this presentation is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward- looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. This presentation contains certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA and net sales on a constant currency basis. The Company believes these non- GAAP financial measures provide meaningful supplemental information as they are used by the Company's management to evaluate the Company's performance, including for incentive bonuses and bank covenant reporting. Management believes that these measures enhance a reader's understanding of the operating and financial performance of the Company and facilitate a better comparison between fiscal periods. EBITDA excludes income taxes, interest expense and depreciation and amortization, whereas Adjusted EBITDA further excludes items that are non-cash, infrequent, or non-recurring, such as share-based compensation, severance, litigation and M&A related costs, to provide further meaningful information to evaluate the Company's performance. The Company does not intend for the non-GAAP financial measures contained in this presentation to be a substitute for any GAAP financial information. Readers of this presentation should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Reconciliations of the non-GAAP financial measures EBITDA and Adjusted EBITDA, as well as constant currency net sales, to their most comparable GAAP measures are provided in the appendix of this presentation. TMTrademark of AgroFresh 2 AgroFresh#3AgroFresh at a glance A global AgTech leader focused on food preservation and food waste reduction for the fresh produce market Providing growers, packers and retailers a range of solutions, digital technologies and services to enhance the quality and extend the shelf life of fresh produce 40 Years of market leadership Launched in 2002, our flagship product, SmartFresh™ has allowed more that 8 billon pounds of apples to be sold as fresh vs. processed SmartFresh now used in a wide variety of crops including pears, kiwis, plums, avocados, tomatoes, and mangos Comprehensive portfolio includes plant-based coatings, equipment and proprietary solutions that help improve produce freshness from harvest to the home A Customer Centric Selling Model & Leading R&D and Regulatory Footprint A global, sales and technical services team Products Registered in 50+ Countries. Servicing more than 3,700 direct customers IP: 400+ patents and patent applications globally 3 AgroFresh#4Second Quarter & First Half 2022 Net sales $m $22 2Q21 $m Adjusted EBITDA¹ +17.5% $26 2Q22 2Q21 NM $2 2Q22 $61 1H21 $15 1H21 +7.8% $66 1H22 +15.2% $17 1H22 Three and six months ended June 30, 2021 and 2022 (1) See GAAP to Non-GAAP schedule in appendix of this presentation for a reconciliation of Adjusted EBITDA and constant currency net sales to their most comparable GAAP measures. Solid Finish to the Southern Hemisphere Season 2Q22 net sales increased 17.5% (or 23.9% (1) on a constant currency basis) compared to 2Q21 primarily driven by leveraging our portfolio of diverse solutions 1H22 net sales increased 7.8% (or 12.1% (1) on a constant currency basis) compared to 1H21 primarily driven by leveraging our portfolio of diverse solutions Strong First Half Performance Driven by Diversification Achieved 21% diversification growth in 1H22 (vs. 1H21) All Diversification categories generated growth, led by Antimicrobials and Coatings market penetration and expansion in EMEA 2Q22 adjusted EBITDA increased by $1.4 million, as compared to $1.0 million in 2Q21 primarily due to higher sales Growth partially offset by SmartFresh for Apple declines in certain countries in Latin America due to unfavorable weather events Adjusted EBITDA Growth Exceeding Sales Growth 1H22 adjusted EBITDA increased by $2.3 million or 15.2% compared to 1H21 due to higher sales and lower operating expenses 4 AgroFresh#5Diversification Results Diversification Sales Mix Other Product 22% Solutions SmartFresh for Apples 78% FY 2016¹ 41% 44% 59% 56% LTM 2Q21 LTM 2Q22 Diversification (1) 2016 represents first full year following public market debut on August 3, 2015. Diversification Sales Growth Six consecutive quarters of double-digit diversification category growth $67.2 LTM 2Q21 +12.0% $75.3 LTM 2Q22 Ongoing Key Initiatives SmartFreshTM for Other High-value Crops Continued pursuit of new registrations in new crops and geographies; opportunities in avocados, tomatoes, melons and broccoli Harvista™ Near-harvest solution; Expansion into new geographies Fungicides & Disinfectants Cross selling broader portfolio of solutions to existing customers; expanding portfolio through partnerships VitaFresh Botanicals™ Plant-based edible coatings; securing customer trials FreshCloud™ Suite of digital monitoring and analytics tools 5 AgroFresh#6Recent Developments Novozymes and AgroFresh join forces to develop biological solutions By Maura Maxwell | 16 June 2022 in Partnership aims to unlock the potential of biotechnology to improve post- harvest quality and reduce food waste The comp products, for post-h benefit gro AgroFresh has joined forces with the world's leading industrial biotech company, Novozymes, in a research and commercialisation partnership to develop biological solutions that can improve post- harvest fo F consumer A AgroFresh We Grow Confidence™ EXPANDS Produce Freshness SOLUTIONS OOG MOST POP SmartFresh™ InBox an AgroFresh solution AgroFresh Expands Produce Freshness Solutions in California with the Approval of SmartFresh™ InBox The Packer INDUSTRY AgroFresh opens global innovation center in Chile News Markets Weather Opinion Topics Events Video AgroFresh new center in Chile. AgroFresh) ER June 13, 2022 AgroFresh launches organic plant-based coating August 4, 2022 - General News Print Email fy+ AgroFresh We Grow Confidence™ VitaFresh Botanicals Life Select AgroFresh received Sigfito certification for CO2 savings from packaging recycling AgroFresh AgroFresh 16,402 followers SIGFITO AGROENVASES, S.L. We recently received the Sigfito certification of our CO2 emissions reductions in 2021 recycling of our product packaging and paper, totaling 9.2 metric tons of CO2 reduced in Spain. Compared with 2020, this is a 63% improvement! Learn more at https://bit.ly/30Y0ggt What does SAVING 9.2 metric tons of CO2 mean for our Earth? S 1,037 gallons of gasoline consumed. AgroFresh#7Revenue By Product Solution Category 1H22 - Performance Drivers Versus 1H21 Diversification SmartFresh for Apples Other 1-MCP Solutions Fungicides & Disinfectants Coatings Other SmartFresh™ Harvista™ an AgroFresh solution ActiMist an AgroFresh solution Textar ●●●●●● sounions by Agro Fresh VitaFresh™ Botanicals Plant-based solutions by AgroFresh FreshCloud an AgroFresh solution SmartFresh™ EthylBloc an AgroFresh solution ActiSeal an AgroFresh solution FreshStart TEYCER Originals an AgroFresh solution Control-Tec™ Sales down slightly (flat on a constant currency basis), primarily due to severe weather in Brazil that reduced volumes - nearly offset by growth in other markets, such as Chile and Peru Harvista - Continued strong growth in South Africa and New Zealand Antimicrobial growth driven by market penetration and product expansion in North Africa and Middle East markets such as Morocco and Turkey Teycer - Significant growth in new markets such as Egypt, South Africa, and Brazil EthylBloc - North American flower market recovery driving growth FreshCloud - First customer adoption in table grapes VitaFresh Botanicals - Nearly doubled with strong traction in Spain, Peru and Brazil Control-Tec - New equipment sales in Spain and Chile 7 AgroFresh#82Q22 VS. 2Q21 2Q21 bridge to 2Q22 $(millions) $21.9 2021 % change YoY $(millions) $30.0 $25.0 $20.0 $15.0 $10.0 $5.0 S- $0.8 $0.2 5.8% $21.9 $1.1 $1.1 $3.1 SmartFresh Apple Other 1-MCP 26.6% $4.1 $13.4 2021 SmartFresh Apple Other 1-MCP $1.1 35.4% $0.2 Fungicides & Disinfectants $0.8 Fungicides & Disinfectants Coatings Others 73.4% $25.8 Coatings $2.0 $4.2 $5.2 $14.1 2022 <$0.1 16.0% Others 17.5% $25.8 2022 Revenue by Product Solution Category 2Q22 Category Mix and Growth Bridge 8 AgroFresh#91H22 VS. 1H21 1H21 bridge to 1H22 $(millions) $60.9 1H21 $(millions) % change YoY $70.0 $60.0 $50.0 $40.0 $30.0 $20.0 $10.0 $- $0.4 ($0.8) (2.4%) $60.9 $2.9 $7.6 $15.5 $34.6 1H21 $1.6 10.4% SmartFresh Apple Other 1-MCP SmartFresh Apple Other 1-MCP Fungicides & Disinfectants Coatings Others $1.9 25.5% $1.3 Fungicides & Disinfectants $1.1 37.4% $65.6 $3.9 $9.6 Coatings $17.1 $33.8 1H22 $0.9 231.0% Others 7.8% $65.6 1H22 Revenue by Product Solution Category 1H22 Category Mix and Growth Bridge 9 AgroFresh#10Revenue By Geography 1H22 - Performance Drivers Versus 1H21 Net sales increase was primarily driven by leveraging our portfolio of diverse solutions North America High EthylBloc demand from continued recovery of the flower industry Latin America Lower sales of SmartFresh for Apple in Brazil due to severe weather, which reduced industry volumes, was nearly offset by strength in Chile and Peru Grew 3% on a constant currency basis Europe, Middle East & Africa Growth led by Antimicrobials market penetration and product expansion in Turkey and Morocco; SmartFresh and Harvista upside in South Africa Successful citrus season in Spain, which drove Coatings and Control-Tec sales Asia Pacific Growth led by SmartFresh expansion in New Zealand and emerging Harvista markets 10 AgroFresh#112Q22 VS. 2Q21 2Q21 bridge to 2Q22 $(millions) $(millions) $30.0 % change YoY $25.0 $20.0 $15.0 $10.0 $21.9 2021 $5.0 $- $0.9 10.4% EMEA $21.9 $0.8 $5.3 $8.8 $7.0 2021 ■LAR EMEA APAC NAR $0.8 97.1% NAR $1.3 19.1% LAR $25.8 $1.6 $6.1 $9.7 $8.3 2022 $0.8 14.8% APAC 17.5% $25.8 2022 Revenue by Geography 2022 Regional Mix and Growth Bridge 11 AgroFresh#121H22 VS. 1H21 1H21 bridge to 1H22 $(millions) $(millions) $60.9 1H21 % change YoY $70.0 $60.0 $50.0 $40.0 $30.0 $20.0 $10.0 S- $3.4 17.9% EMEA $60.9 $2.7 $11.3 $19.1 $27.7 1H21 ■LAR EMEA APAC - NAR $0.7 25.5% NAR ($0.4) (1.3%) LAR $65.6 $3.5 $12.3 $22.6 $27.3 1H 22 $1.0 8.5% APAC 7.8% $65.6 1H22 Revenue by Geography 1H22 Regional Mix and Growth Bridge 12 AgroFresh#13Gross Profit Focused on Driving Gross Profit Dollar Growth 2Q22 Gross profit increased $1.7 million or +11.4% versus the prior year period Gross margin 63.9% Strong post-harvest margins supported by Direct selling and service model Asset-light operating model Leveraging R&D investment to innovate products with an attractive margin profile ● 1H22 Gross profit increased $0.9 million or +2.1% versus the prior year period Gross margin 67.7% ● Operating Expenses db ross Resource Reallocation to Support Growth Continued focus on expense discipline and thoughtful resource allocation - steering organization toward growth and revenue generating activities Research & Development 1H22 decreased $0.9 million versus the prior year period 2Q22 decreased $0.6 million versus the prior year period Lower R&D costs due primarily to the timing of projects Selling, General and Administrative 1H22 decreased 3.5% versus the prior year period 2Q22 increased 5.1% versus the prior year period Fluctuations in SG&A expenses due primarily by the timing of expenses 13 AgroFresh#14Net Income (Loss) & Adjusted EBITDA Adjusted EBITDA¹ $m 2Q21 NM $2 2Q22 $15 1H21 +15.2% $17 1H22 Three and six months ended June 30, 2021 and 2022 (1) See GAAP to Non-GAAP schedule in appendix of this presentation for a reconciliation of Adjusted EBITDA to net income (loss). Net Income (Loss) 2Q22 net loss of $18.4 million versus a net loss of $17.3 million in 2Q21 1H22 net loss of $21.5 million (versus a net loss of $9.1 million in 1H21, which included $14.4 million of litigation proceeds) Adjusted EBITDA¹ 2Q22 adjusted EBITDA was $2.4 million versus $1.0 million in 2Q21 1H22 adjusted EBITDA was $17.4 million (versus $15.1 million in 1H21) LTM adjusted EBITDA margin was 37.7% 14 AgroFresh#15Key Cash Flow Items and Capital Structure Summary $ Cash Flow from Operations $3.0 $20.1 $26.7 $4.6 Cash Flow Items ($ million) Cash Flow from Operations Cash Flow from Investing Capital Expenditures Cash Flow from Financing Effect of FX Changes on Cash Ending Cash $22.1 2020¹ $52.0 $27.4 $24.6 2018 2019 2021² ▪ Normalized Operating Cash Flow Non-recurring Items 1H 2022 1H 2021 Change $4.33 $30.94 ($26.6) ($1.7) ($1.7) ($1.3) ($0.4) ($1.3) ($0.4) ($8.8)5 ($22.0)6 $13.2 ($4.3) ($0.9) $51.5 $56.7 ($3.4) ($5.2) (1) FY 2020 non-recurring items include $1.6 million litigation recovery and $3.0 million of grant income (2) FY 2021 non-recurring items include litigation settlement proceeds of $14.4 million, extraordinary improvements in accounts receivable and inventory of approximately $9 million, and an approximate $4 million reduction in interest expense from refinancing. (3) Reflects working capital improvements in accounts receivables partially offset by strategic supply chain sourcing (4) Includes litigation settlement proceeds of $14.4 million and working capital improvement of approximately $12.7 million (5) Includes $7.3 million of cash dividend on PSP convertible preferred shares and $1.6 million debt paydown (6) Includes $6.1 million of cash dividend on PSP convertible preferred shares, $10.7 million debt paydown and $5.3 million redemption of PSP shares (7) LTM, as of 6/30/22; see GAAP to Non-GAAP schedule in appendix of this presentation for a reconciliation of Adjusted EBITDA to net (loss) income Capital Structure Net debt-to- adjusted EBITDA7 ratio of 3.3x Undrawn $25 million revolver Cash Capital Structure ($ million) Market Capitaliz ion Gross Debt Net Debt Completed comprehensive refinancing on July 27, 2020 Preferred Equity Minority Interest Enterprise Value Convertible preferred equity investment by Paine Schwartz Partners MM shares Term loan maturity extended to December 31, 2024 $1.79) 06/30/22 $94.3 $51.5 $262.3 $210.8 $166.6 $7.4 $479.1 15 AgroFresh#16Summary Got Global leadership position in a growing industry Leader in global Experienced post-harvest market management team Growth strategy Drive organic growth through diversification, leveraging global commercial and regulatory capabilities Expanding our addressable market Be recognized as the partner of choice for external innovations Thoughtfully pursue strategic acquisitions Improved operating structure Attractive gross profit margin coupled with asset-light model and cost and resource discipline enables operating leverage and cash flow generation 16 AgroFresh#17** Appendix AgroFresh#18(in thousands) GAAP net loss including non-controlling interest Depreciation and amortization Interest expense Income taxes (benefit) expense Non-GAAP EBITDA Share-based compensation Severance related costs (2) Other non-recurring costs (3) Loss (gain) on foreign currency exchange (4) Other income (5) Impairment of goodwill Debt modification costs Litigation settlement Total Adjustments Non-GAAP Adjusted EBITDA (1) (2) (4) (5) Three Months Ended June 30, 2021 2022 (in thousands) GAAP net sales Impact from changes in foreign currency exchange rates Non-GAAP constant currency net sales (¹) ($18,369) 11,448 5,092 (3,058) (4,887) 1,327 771 324 4,878 7,300 $2,413 ($17,280) 11,178 5,216 144 (742) 280 1,587 754 (921) 1,700 $958 $25,752 1,417 $27,169 Six Months Ended June 30, 2022 2021 - ($21,538) 22,892 10,039 The following is a reconciliation between net sales on a non-GAAP constant currency basis to GAAP net sales: Three Months Ended June 30, 2022 2021 $21,924 $21,924 (3,222) 8,171 2,315 844 510 6,074 (515) 9,228 $17,399 ($9,096) 22,600 11,106 1,967 26,577 1,171 1,587 1,520 (1,354) Interest on debt and accretion for debt discounts. Severance costs related to restructuring and cost optimization initiatives. Costs related to certain professional and other infrequent or non-recurring fees, including those associated with restructuring, litigation and M&A related fees. Relates to net gains and losses resulting from transactions denominated in a currency other than the Company's functional currency. Relates to non-recurring data compensation income. 2022 (14,392) (11,468) $15,109 Six Months Ended June 30, 2021 $65,641 2,648 $68,289 $60,916 Twelve Months Ended June 30, 2022 2021 $60,916 ($18,524) 40,556 20,707 2,870 45,609 4,357 1,549 1,305 5,332 (214) 6,380 18,709 $64,318 (34,141) 46,426 21,296 29,188 62,769 3,008 2,398 2,377 2,557 5,028 (14,392) (11,468) $63,745 The Company provides net sales on a constant currency basis to enhance investors' understanding of underlying business trends and operating performance, by removing the impact of foreign currency exchange rate fluctuations. The impact from foreign currency, calculated on a constant currency basis, is determined by applying prior period average exchange rates to current year results. Reg G Reconciliation GAAP Net Loss to Non-GAAP EBITDA and Adjusted EBITDA GAAP Net Sales to Non-GAAP Constant Currency Net Sales 18 AgroFresh

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