Document Entity Information
Document Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 22, 2016 | Aug. 05, 2015 | |
Document Entity Information [Abstract] | |||
Entity Registrant Name | Amplify Snack Brands, Inc. | ||
Entity Central Index Key | 1,640,313 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 300 | ||
Entity Common Stock, Shares Outstanding | 74,843,470 |
Consolidated Balance Sheets
Consolidated Balance Sheets - Successor - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 18,751 | $ 5,615 |
Accounts receivable, net of allowances of $2,272 and $2,961, respectively | 11,977 | 10,066 |
Inventories | 6,829 | 6,330 |
Other current assets | 1,293 | 551 |
Total current assets | 38,850 | 22,562 |
Property and equipment, net | 2,153 | 746 |
Other assets: | ||
Goodwill | 47,421 | 45,694 |
Intangible assets, net | 269,468 | 263,386 |
Net deferred tax assets-long term | 0 | 3,126 |
Other assets | 2,899 | 3,377 |
Total assets | 360,791 | 338,891 |
Current liabilities: | ||
Accounts payable | 9,302 | 6,443 |
Accrued liabilities | 5,230 | 4,344 |
Senior term loan-current portion | 12,750 | 10,000 |
Founder contingent consideration-current portion | 25,197 | 593 |
Tax receivable obligation-current portion | 6,632 | 0 |
Other current liabilities | 217 | 0 |
Total current liabilities | 59,328 | 21,380 |
Long-term liabilities: | ||
Senior term loan | 184,563 | 190,000 |
Notes payable, net | 3,757 | 0 |
Founder contingent consideration | 0 | 6,343 |
Net deferred tax liabilities-long term | 5,115 | 0 |
Tax receivable obligation | 89,498 | 0 |
Other liabilities | 3,107 | 0 |
Total long-term liabilities | $ 286,040 | $ 196,343 |
Commitment and contingencies (note 11) | ||
Shareholders' equity: | ||
Common stock, $0.0001 par value, 375,000,000 and 75,000,000 shares authorized, 74,843,470 and 75,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | $ 8 | $ 8 |
Additional paid in capital | 793 | 116,423 |
Common stock held in treasury, at par, 4,991,858 and 7,411,263 shares at December 31, 2015 and December 31, 2014, respectively | (1) | (1) |
Retained earnings | 14,623 | 4,738 |
Total shareholders' equity | 15,423 | 121,168 |
Total liabilities and shareholders' equity | $ 360,791 | $ 338,891 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for accounts receivable | $ 2,300 | $ 3,000 |
Successor | ||
Allowance for accounts receivable | $ 2,272 | $ 2,961 |
Common stock - par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 375,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 74,843,470 | 75,000,000 |
Common stock, shares outstanding (in shares) | 74,843,470 | 75,000,000 |
Treasury stock, shares held (in shares) | 4,991,858 | 7,411,263 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Successor | ||||
Net Sales | $ 64,004 | $ 183,915 | ||
Cost of goods sold | 28,724 | 80,972 | ||
Gross profit | 35,280 | 102,943 | ||
Sales & marketing expenses | 6,977 | 18,527 | ||
General & administrative expenses | 13,611 | 46,261 | ||
Founder contingent compensation / loss on change in fair value of contingent consideration | 0 | 1,521 | ||
Sponsor acquisition-related expenses | 2,215 | 0 | ||
Total operating expenses | 22,803 | 66,309 | ||
Operating income | 12,477 | 36,634 | ||
Interest expense | 4,253 | 12,428 | ||
Income before income taxes | 8,224 | 24,206 | ||
Income tax expense | 3,486 | 14,321 | ||
Net income | 4,738 | 9,885 | ||
Other comprehensive income, net of income taxes | 0 | 0 | ||
Comprehensive income | $ 4,738 | $ 9,885 | ||
Basic and diluted earnings per share/unit (USD per share) | $ 0.07 | $ 0.13 | ||
Basic and diluted weighted average shares/units outstanding (in shares) | 68,716,568 | 74,747,605 | ||
Predecessor | ||||
Net Sales | $ 68,353 | $ 55,710 | ||
Cost of goods sold | 29,429 | 23,054 | ||
Gross profit | 38,924 | 32,656 | ||
Sales & marketing expenses | 5,661 | 5,938 | ||
General & administrative expenses | 1,394 | 1,960 | ||
Founder contingent compensation / loss on change in fair value of contingent consideration | 0 | 0 | ||
Sponsor acquisition-related expenses | 1,288 | 0 | ||
Total operating expenses | 8,343 | 7,898 | ||
Operating income | 30,581 | 24,758 | ||
Interest expense | 0 | 0 | ||
Income before income taxes | 30,581 | 24,758 | ||
Income tax expense | 0 | 0 | ||
Net income | 30,581 | 24,758 | ||
Other comprehensive income, net of income taxes | 0 | 0 | ||
Comprehensive income | $ 30,581 | $ 24,758 | ||
Basic and diluted earnings per share/unit (USD per share) | $ 76,452.74 | $ 61,895.01 | ||
Basic and diluted weighted average shares/units outstanding (in shares) | 400 | 400 |
Consolidated Statement of Share
Consolidated Statement of Shareholder's/Member's Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Treasury Stock | Retained Earnings |
Beginning members' equity balance (in units) (Predecessor) at Dec. 31, 2012 | 400 | ||||
Beginning members' equity balance (Predecessor) at Dec. 31, 2012 | $ 1,671 | $ 0 | $ 0 | $ 1,671 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | Predecessor | 24,758 | 24,758 | |||
Distributions paid | Predecessor | (19,362) | (19,362) | |||
Beginning members' equity balance (in units) (Predecessor) at Dec. 31, 2013 | 400 | ||||
Beginning members' equity balance (Predecessor) at Dec. 31, 2013 | 7,067 | $ 0 | 0 | 7,067 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | Predecessor | 30,581 | 30,581 | |||
Distributions paid | Predecessor | (28,533) | (28,533) | |||
Beginning members' equity balance (in units) (Predecessor) at Jul. 16, 2014 | 400 | ||||
Beginning members' equity balance (Predecessor) at Jul. 16, 2014 | 9,115 | $ 0 | 0 | 9,115 | |
Ending balance (in shares) (Successor) at Jul. 16, 2014 | 0 | 0 | |||
Ending balance (Successor) at Jul. 16, 2014 | 0 | $ 0 | 0 | $ 0 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | Successor | 4,738 | 4,738 | |||
Net initial capital contributions (in shares) | Successor | 75,000,000 | ||||
Net initial capital contributions | Successor | 175,950 | $ 8 | 175,942 | 0 | |
Effect of recapitalization on shares outstanding (in shares) | Successor | 7,411,263 | ||||
Effect of recapitalization on shares outstanding | Successor | 0 | 1 | $ (1) | ||
Capital distributions | Successor | (59,755) | (59,755) | |||
Equity-based incentive compensation | Successor | 235 | 235 | |||
Ending balance (in shares) (Successor) at Dec. 31, 2014 | 75,000,000 | 7,411,263 | |||
Ending balance (Successor) at Dec. 31, 2014 | 121,168 | $ 8 | 116,423 | $ (1) | 4,738 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | Successor | 9,885 | 9,885 | |||
Capital distributions | Successor | (22,285) | (22,285) | |||
Issuance of tax receivable agreement | Successor | (96,130) | (96,130) | |||
Vesting of restricted stock awards (in shares) | Successor | (2,262,875) | ||||
Forfeiture of restricted stock awards (in shares) | Successor | (156,530) | (156,530) | |||
Equity-based incentive compensation | Successor | 2,785 | 2,785 | |||
Ending balance (in shares) (Successor) at Dec. 31, 2015 | 74,843,470 | 4,991,858 | |||
Ending balance (Successor) at Dec. 31, 2015 | $ 15,423 | $ 8 | $ 793 | $ (1) | $ 14,623 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jul. 16, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Predecessor | ||||||||
Operating activities: | ||||||||
Net income | $ 1,987 | $ 11,714 | $ 30,581 | $ 24,758 | ||||
Depreciation | 78 | 47 | ||||||
Amortization of intangible assets | 0 | 0 | ||||||
Amortization of deferred financing costs and debt discount | 0 | 0 | ||||||
Deferred income taxes | 0 | 0 | ||||||
Equity-based compensation expense | 0 | 0 | ||||||
Founder contingent compensation / loss on change in fair value of contingent consideration | 0 | 0 | ||||||
Accounts receivable | (4,600) | (3,347) | ||||||
Inventories | (956) | (1,687) | ||||||
Other assets | 353 | (351) | ||||||
Accounts payable | 952 | 1,558 | ||||||
Accrued and other liabilities | (69) | 1,491 | ||||||
Net cash provided by operating activities | 26,339 | 22,469 | ||||||
Investing activities: | ||||||||
Acquisition of property and equipment | (278) | (456) | ||||||
Net cash used in investing activities | (278) | (456) | ||||||
Financing activities: | ||||||||
Proceeds from issuance of common stock | 0 | 0 | ||||||
Capital distributions | (28,533) | (19,362) | ||||||
Term loan borrowing | 0 | 0 | ||||||
Payments on term loan | 0 | 0 | ||||||
Draws from revolving credit facility | 0 | 0 | ||||||
Pay downs on revolving credit facility | 0 | 0 | ||||||
Deferred financing costs | 0 | 0 | ||||||
Net cash (used in) provided by financing activities | (28,533) | (19,362) | ||||||
Increase (decrease) in cash and cash equivalents | (2,472) | 2,651 | ||||||
Cash and cash equivalents—Beginning of period | $ 1,047 | $ 3,519 | $ 1,047 | 3,519 | $ 3,519 | 868 | ||
Cash and cash equivalents—End of period | 1,047 | 1,047 | 3,519 | |||||
Supplemental disclosure of cash flow information: | ||||||||
Income taxes paid | 0 | 0 | ||||||
Interest paid | 0 | 0 | ||||||
Non-cash activities during the period: | ||||||||
Issuance of tax receivable obligation | 0 | 0 | ||||||
Acquisition of property and equipment via financing | 0 | 0 | ||||||
Predecessor | Sponsor Acquisition | ||||||||
Non-cash activities during the period: | ||||||||
Issuance of notes payable as consideration and contingent consideration | 0 | 0 | ||||||
Predecessor | Paqui | Contingent Consideration for Earn-Out Period | ||||||||
Non-cash activities during the period: | ||||||||
Issuance of notes payable as consideration and contingent consideration | 0 | 0 | ||||||
Predecessor | Paqui | Notes Payable | ||||||||
Non-cash activities during the period: | ||||||||
Issuance of notes payable as consideration and contingent consideration | 0 | 0 | ||||||
Predecessor | Sponsor Acquisition | ||||||||
Operating activities: | ||||||||
Founder contingent compensation / loss on change in fair value of contingent consideration | 0 | 0 | ||||||
Investing activities: | ||||||||
Purchase of acquisition, net of cash acquired | 0 | 0 | ||||||
Predecessor | Paqui | ||||||||
Operating activities: | ||||||||
Founder contingent compensation / loss on change in fair value of contingent consideration | 0 | 0 | ||||||
Investing activities: | ||||||||
Purchase of acquisition, net of cash acquired | 0 | $ 0 | ||||||
Successor | ||||||||
Operating activities: | ||||||||
Net income | 2,126 | 4,738 | $ 9,885 | |||||
Depreciation | 99 | 310 | ||||||
Amortization of intangible assets | 1,904 | 4,228 | ||||||
Amortization of deferred financing costs and debt discount | 292 | 844 | ||||||
Deferred income taxes | (3,126) | 8,241 | ||||||
Equity-based compensation expense | 235 | 3,305 | ||||||
Founder contingent compensation / loss on change in fair value of contingent consideration | 0 | 1,521 | ||||||
Accounts receivable | (763) | (1,777) | ||||||
Inventories | (2,964) | (461) | ||||||
Other assets | (551) | (780) | ||||||
Accounts payable | 3,231 | 2,604 | ||||||
Accrued and other liabilities | 2,687 | 818 | ||||||
Net cash provided by operating activities | 12,719 | 46,999 | ||||||
Investing activities: | ||||||||
Acquisition of property and equipment | (178) | (777) | ||||||
Net cash used in investing activities | (294,630) | (8,607) | ||||||
Financing activities: | ||||||||
Proceeds from issuance of common stock | 150,950 | 0 | ||||||
Capital distributions | (59,755) | (22,285) | ||||||
Term loan borrowing | 200,000 | 7,500 | ||||||
Payments on term loan | 0 | (10,187) | ||||||
Draws from revolving credit facility | 0 | 15,000 | ||||||
Pay downs on revolving credit facility | 0 | (15,000) | ||||||
Deferred financing costs | (3,669) | (284) | ||||||
Net cash (used in) provided by financing activities | 287,526 | (25,256) | ||||||
Increase (decrease) in cash and cash equivalents | 5,615 | 13,136 | ||||||
Cash and cash equivalents—Beginning of period | $ 0 | 0 | 5,615 | |||||
Cash and cash equivalents—End of period | $ 0 | 5,615 | $ 0 | 18,751 | $ 5,615 | |||
Supplemental disclosure of cash flow information: | ||||||||
Income taxes paid | 5,600 | 7,105 | ||||||
Interest paid | 3,961 | 11,506 | ||||||
Non-cash activities during the period: | ||||||||
Issuance of tax receivable obligation | 0 | 96,130 | ||||||
Acquisition of property and equipment via financing | 0 | 833 | ||||||
Successor | Sponsor Acquisition | ||||||||
Non-cash activities during the period: | ||||||||
Issuance of notes payable as consideration and contingent consideration | 25,000 | 0 | ||||||
Successor | Paqui | Contingent Consideration for Earn-Out Period | ||||||||
Non-cash activities during the period: | ||||||||
Issuance of notes payable as consideration and contingent consideration | 0 | 1,911 | ||||||
Successor | Paqui | Notes Payable | ||||||||
Non-cash activities during the period: | ||||||||
Issuance of notes payable as consideration and contingent consideration | 0 | 3,715 | ||||||
Successor | Sponsor Acquisition | ||||||||
Operating activities: | ||||||||
Founder contingent compensation / loss on change in fair value of contingent consideration | 6,937 | 18,261 | ||||||
Investing activities: | ||||||||
Purchase of acquisition, net of cash acquired | (294,452) | 0 | ||||||
Successor | Paqui | ||||||||
Operating activities: | ||||||||
Founder contingent compensation / loss on change in fair value of contingent consideration | 0 | 1,521 | ||||||
Investing activities: | ||||||||
Purchase of acquisition, net of cash acquired | $ 0 | $ (7,830) |
Business Overview
Business Overview | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | BUSINESS OVERVIEW Amplify Snack Brands, Inc., a Delaware corporation, and its subsidiaries (collectively, the "Company," and herein referred to as "we", "us", and "our") is a high growth, snack food company focused on developing and marketing products that appeal to consumers’ growing preference for better-for-you ("BFY") snacks. We contract with third-party firms to manufacture our products and we operate in multiple channels of trade to distribute our products to consumers. Corporate Reorganization and Initial Public Offering Prior to the consummation of our initial public offering ("IPO") on August 4, 2015, a series of related reorganization transactions (hereinafter referred to as the "Corporate Reorganization") occurred in the following sequence: • TA Topco 1, LLC ("Topco"), the former parent entity of the Company, liquidated in accordance with the terms and conditions of Topco's existing limited liability company agreement ("Topco Liquidation"). The holders of existing units in Topco received 100% of the capital stock of the Company, which was allocated to such unit holders pursuant to the distribution provisions of the existing limited liability company agreement of Topco based upon the liquidation value of Topco. Since Topco was liquidated at the time of our IPO, the implied liquidation value of Topco was based on the IPO price of $18.00 per share. Topco ceased to exist following the Topco Liquidation. • The Company entered into a tax receivable agreement ("TRA") with the former holders of units in Topco pursuant to which such holders received the right to future payments from the Company. Refer to Note 10 for more details regarding the TRA. Immediately following the Corporate Reorganization, 15,000,000 common shares of the Company were sold by selling stockholders to the public at a price of $18.00 per share. The selling stockholders (formerly holders of units in Topco), which includes certain of our directors and officers, received all the proceeds from the sale of shares in this offering. The Company did not receive any proceeds from the sale of shares in this offering. Immediately following the IPO, former holders of units in Topco collectively owned 53,656,964 common shares of the Company and 6,343,036 shares of the Company's restricted stock, which is subject to vesting conditions. Refer to Note 13 for more details on the Company's restricted stock. As of December 31, 2015, investment funds affiliated with TA Associates, L.P., a private equity entity ("TA Associates") beneficially owned 58.2% of our outstanding common shares and is able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Sponsor Acquisition On July 17, 2014, SkinnyPop Popcorn LLC (“Predecessor”) was acquired (the “Sponsor Acquisition”) by investment funds and entities associated with TA Associates. To affect the Sponsor Acquisition, the Predecessor’s members entered into a Unit Purchase Agreement (the “Purchase Agreement”) with Amplify Snack Brands, Inc. and TA Midco 1, LLC (“Midco”), whereby the members contributed all units of the Predecessor to Midco in exchange for cash and rollover stock. The Predecessor then merged with and into Midco, with Midco as the surviving entity. Midco subsequently changed its name to SkinnyPop Popcorn LLC, a subsidiary of Amplify Snack Brands, Inc. The parties agreed to consummate the Sponsor Acquisition, subject to the terms and conditions set forth in the Unit Purchase Agreement, for an aggregate purchase consideration of $320 million , which included rollover stock from the Predecessor’s members representing approximately 14% of the Company. A portion of the purchase consideration is being held in escrow to secure post-closing purchase price adjustments and indemnity claims. The aggregate purchase consideration, plus related fees and expenses, was funded by the equity investment in Topco by affiliates of TA Associates as well as from certain members of management, and the net proceeds from the borrowing of a $150 million Term Loan due 2019 that bears initial interest at LIBOR (with a 1.00% LIBOR floor) plus 4.5% per annum. The Sponsor Acquisition and the financing transaction described above are collectively referred to herein as the “Transactions”. See Note 9 for a summary of the terms of the Term Loan. The Transactions were consummated on July 17, 2014. The accompanying consolidated financial statements are presented for two periods: predecessor and successor, which relate to the periods preceding and succeeding the Sponsor Acquisition, respectively. The Sponsor Acquisition results in a new basis of accounting beginning on July 17, 2014 and the financial reporting periods are presented as follows: • The year ended December 31, 2015 is the successor period. • The year ended December 31, 2014 includes the predecessor period of the Company from January 1, 2014 to July 16, 2014 and the successor period, reflecting the Sponsor Acquisition from July 17, 2014 to December 31, 2014. • The year ended December 31, 2013 is the predecessor period. Fees and expenses related to the Transactions totaled approximately $6.6 million consisting of $1.3 million of Sponsor Acquisition-related costs recognized in the predecessor period January 1, 2014 to July 16, 2014, $2.2 million of Sponsor Acquisition-related costs recognized in the successor period July 17, 2014 to December 31, 2014 and $3.1 million of deferred financing costs, also recognized in the successor period July 17, 2014 to December 31, 2014. The Sponsor Acquisition has been accounted for under the acquisition method of accounting, whereby the purchase consideration was allocated to the tangible and intangible net assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. The excess purchase consideration over fair value of net assets acquired and liabilities assumed was recorded as goodwill and represents a value attributable to brand recognition associated with the Company’s products and position in the BFY snack category. The fair value measurements for intangible assets were calculated using a discounted cash flow approach, which includes unobservable inputs classified as Level 3 within the fair value hierarchy. The amount and timing of future cash flows were based on the Company’s most recent operational forecasts. In preparing the purchase price allocations, the Company considered a report of a third party valuation expert. The Company has completed its review of the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition. The following table summarizes the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): Purchase consideration: Cash paid as purchase consideration $ 280,750 Cash paid into escrow 14,250 Value of equity issued 25,000 Total purchase consideration $ 320,000 Less: Cash and cash equivalents acquired (548 ) Total purchase price—net of cash and cash equivalents acquired $ 319,452 Fair value of net assets acquired and liabilities assumed: Current assets $ 12,671 Property and equipment 667 Indefinite-lived identifiable intangible asset—trade name 202,900 Definite-lived identifiable intangible assets—customer relationships (15-year useful life) 62,300 Definite-lived identifiable intangible assets—non-competition agreements (7-year useful life) 90 Current liabilities (4,870 ) Total fair value of net assets acquired and liabilities assumed $ 273,758 Excess purchase consideration over fair value of net assets acquired (goodwill) $ 45,694 In connection with the Sponsor Acquisition, the Company’s founders entered into employment agreements with the Company through December 31, 2015. Under the terms of these agreements, and subject to continued employment, the founders were each eligible to receive up to $10 million upon the Company’s achievement of certain contribution margin benchmarks during the period commencing on January 1, 2015 and ending on December 31, 2015. The founders were also eligible to receive further payment contingent on the potential future tax savings associated with the deductibility of the payments under these agreements. At December 31, 2015 , total payments under these agreements were expected to amount to approximately $26.7 million (the “Founder Contingent Compensation”), including the expected benefit associated with the tax savings. On December 23, 2014, the Company entered into a Prepayment Agreement with the founders to reflect a $750,000 bonus payment to each founder and a reduction of the Company’s future Founder Contingent Compensation obligations. The Company recognized the fair value of the associated obligation ratably over the contractual service period resulting in expense of approximately $18.3 million for the successor year ended December 31, 2015 and $8.4 million for the successor period July 17, 2014 to December 31, 2014. The remaining obligation totaled $25.2 million at December 31, 2015, which consisted of $18.5 million in remaining payments based on the Company's achievement of certain contribution benchmarks mentioned above and $6.7 million based on estimated tax savings to the Company associated with the deductibility of the payments under these agreements. The amount of the payment associated with tax savings to the Company will be finalized in 2016. Refer to Note 10 for additional details regarding the payments due to the Company's founders. Pro Forma Combined Financial Information (Unaudited) The following unaudited pro forma combined financial information reflects the consolidated statements of comprehensive income giving pro forma effect to the Sponsor Acquisition, the incurrence of $50.0 million of borrowings under the Company's term loan under its credit agreement and the subsequent distribution of $59.8 million paid to its stockholders in December 2014 (the “December 2014 Special Dividend”) and the incurrence of $22.5 million of borrowings under the Company's term loan and revolving credit loan under its credit agreement and the subsequent distribution of $22.3 million paid to its stockholders in May 2015 (the “May 2015 Special Dividend”), as if such transactions had occurred on January 1, 2013. The pro forma information includes adjustments primarily related to the amortization of intangible assets acquired, exclusion of non-recurring Sponsor Acquisition-related expenses and interest expense associated with aggregate term loan and revolving facility borrowings totaling $207.5 million and $15.0 million , respectively, in connection with the Sponsor Acquisition and December 2014 and May 2015 Special Dividends. The pro forma combined financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date (in thousands, except per share data): Pro Forma (Unaudited) Year Ended December 31, 2014 Year Ended December 31, 2013 Net sales $ 132,357 $ 55,710 Net income 20,465 (8,855 ) Basic and diluted net income per share $ 0.30 $ (0.13 ) The previous information reflects the estimated compensation expense associated with the Founder Contingent Compensation (as defined above) in connection with the Sponsor Acquisition, based on our achievement of certain contribution margin benchmarks during the fiscal year 2015, and the tax benefit, to the extent realized by us, associated with the arrangement, that would have been recognized if the employment agreements had been in effect from January 1, 2014. The total estimated obligation of $26.7 million is being recognized ratably over the approximately 18 -month contractual service period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The consolidated financial statements are prepared in conformity with GAAP. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. The Company routinely evaluates its estimates, including those related to accruals and allowances for customer programs and incentives, bad debts, income taxes, long-lived assets, inventories, equity-based compensation, accrued broker commissions and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Significant Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, fluctuations in commodity prices, specifically popcorn kernels and sunflower oil, continued acceptance of the Company’s products, competition from substitute products and larger companies and dependence on strategic relationships. The Company relies on contract manufacturers to manufacture and third-party logistics to distribute its products. The Company’s manufacturers and suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, equipment malfunction and weather and environmental factors, any of which could delay or impede the Company’s ability to meet demand. Segment Reporting The Company operates as one reportable segment: the marketing and distribution of BFY, ready-to-eat ("RTE") snacking products. Management made this determination based on the similar quantitative and qualitative characteristics of our products. Our chief executive officer is considered to be our chief operating decision maker. He reviews our operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. Our term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value. The fair value of our term loan and revolving credit facility are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. The following table presents liabilities measured at fair value on a recurring basis: Successor December 31, December 31, Liabilities: Founder contingent compensation-current portion $ 25,197 $ 593 Founder contingent compensation-long term portion — 6,343 Contingent consideration 1,911 — Total liabilities $ 27,108 $ 6,936 Founder Contingent Compensation Considerable judgment is required in developing the estimate of fair value of Founder Contingent Compensation. The use of different assumptions or valuation methodologies could have a material effect on the estimated fair value amounts. The fair value measurement of the Founder Contingent Compensation obligation relates to the employment agreements entered into in connection with the Sponsor Acquisition. For the successor year ended December 31, 2015, the Company accrued $18.3 million as expense in our consolidated statements of comprehensive income. To determine the fair value, the Company valued the total contingent compensation liability based on the expected probability weighted compensation payments corresponding to certain contribution margin benchmarks defined in the employment agreements, as well as the associated income tax benefit using the estimated tax rates that will be in effect (Level 3). The current estimate represents the recognizable portion based on the maximum potential obligation allowable under the employment agreements. The remaining obligation totaled $25.2 million at December 31, 2015, which consisted of $18.5 million in remaining payments based on the Company's achievement of certain contribution margin benchmarks defined in the employment agreements, and $6.7 million based on estimated tax savings to the Company associated with the tax deductibility of the payments under these employment agreements. The amount of the payment associated with tax savings to the Company will be finalized in 2016. Refer to Note 10 for additional details regarding the payments due to the Company's founders. As discussed in Note 1, the Company has recognized the fair value of the associated obligation ratably over the contractual service period. The following table summarizes the Level 3 activity (in thousands): Successor December 31, 2015 December 31, 2014 Balance at beginning of the year $ 6,936 $ — Charge to expense 18,261 8,436 Payment — (1,500 ) Balance at end of the year $ 25,197 $ 6,936 Contingent Consideration In connection with the acquisition of Paqui, LLC (“Paqui”) in April 2015, payment of a portion of the purchase price is contingent upon the achievement for the year ended December 31, 2018 ("Earn-out Period") of a defined contribution margin in excess of the sum of the original principal amount and accrued interest of the notes issued to the sellers of Paqui (see Notes Payable discussion below for additional details). As of the acquisition date, the Company estimated the fair value of the contingent consideration to be approximately $0.4 million (see Note 3) and the Company is required to reassess the fair value of the contingent consideration at each reporting period. At December 31, 2015, the Company remeasured the fair value of the contingent consideration based on a revised forecast of Paqui operating results for the Earn-out Period, resulting in a non-cash loss of approximately $1.5 million , which is included in loss on change in fair value of contingent consideration in the accompanying consolidated statements of comprehensive income for the successor year ended December 31, 2015. The significant inputs used in this fair value estimate include numerous gross sales scenarios for the Earn-out Period for which probabilities are assigned to each scenario to arrive at a single estimated outcome (Level 3). The estimated outcome is then discounted based on the individual risk analysis of the liability. The present value of the estimated outcome is used as the underlying price and the sum of the original principal amount and accrued interest of the notes issued to the sellers of Paqui ("earn-out threshold") is used as the exercise price in the Black-Scholes option pricing model. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of Paqui, or changes in the future may result in different estimated amounts. The contingent consideration is included in other liabilities in the accompanying consolidated balance sheets. The Company will satisfy this obligation with a cash payment to the sellers of Paqui upon the achievement of the milestone discussed above. The following table summarizes the Level 3 activity (in thousands): Successor December 31, 2015 December 31, 2014 Balance at beginning of the year $ — $ — Fair value of contingent consideration at acquisition date 390 — Loss on change in fair value of contingent consideration 1,521 — Balance at end of the year $ 1,911 $ — Notes Payable As discussed in more detail in Note 3, in April 2015, the Company issued $3.9 million in unsecured notes to the sellers of Paqui in connection with its acquisition. The notes bear interest at a rate per annum of 1.5% with principal and interest due at maturity on March 31, 2018. The Company recorded an acquisition-date fair value discount of approximately $0.2 million based on market rates for debt instruments with similar terms (Level 3), which is amortized to interest expense over the term of the notes using the effective-interest method. Cash and Cash Equivalents Cash and cash equivalents include cash and money market funds with an original maturity of 90 days or less. Inventories Inventories are valued at the lower of cost or market using the weighted-average cost method. The Company procures certain raw material inputs and packaging from suppliers and contracts with third-party firms to assemble and warehouse finished product. The third-party co-manufacturers invoice the Company monthly for labor inputs upon the production of finished product during that period. Write-downs are provided for finished goods expected to become non-saleable due to age and provisions are specifically made for slow moving or obsolete raw ingredients and packaging. The Company also adjusts the carrying value of its inventories when it believes that the net realizable value is less than the carrying value. These write-downs are measured as the difference between the cost of the inventory, including estimated costs to complete, and estimated selling prices. Charges related to slow moving or obsolete items are recorded as a component of cost of goods sold. Charges related to packaging redesigns are recorded as a component of selling and marketing. Once inventory is written down, a new, lower-cost basis for that inventory is established. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation on equipment is provided in amounts sufficient to relate the cost of the assets to operations over their estimated service lives ranging from 5-7 years using the straight-line method. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful lives. Maintenance and repairs are charged to expense as incurred. Assets not yet placed in use are not depreciated. The useful lives of the property and equipment are as follows: Machinery and equipment 5 years Furniture and fixtures 3 to 7 years Leasehold improvements Shorter of lease term or estimated useful life We continually evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance of these assets may not be recoverable. When deemed necessary, we complete this evaluation by comparing the carrying amount of the assets against the estimated undiscounted future cash flows associated with them. If such evaluations indicate that the future undiscounted cash flows of amortizable long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their estimated fair values. Deferred Financing Costs Costs incurred in connection with debt issuances have been deferred, and are being amortized using the effective interest method over the term of the related debt instrument as interest expense. Goodwill and Intangible Assets Goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate that impairment may have occurred. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Otherwise, the impairment analysis for goodwill includes a comparison of our carrying value (including goodwill) to our estimated fair value. If the fair value does not exceed the carrying value, then an additional analysis would be performed to allocate the fair value to all of our assets and liabilities as if it had been acquired in a business combination and the fair value was our purchase consideration. If the excess of the fair value of our identifiable assets and liabilities is less than the carrying value of recorded goodwill, an impairment charge is recorded for the difference. The Company performs its required annual assessment of goodwill as of July 1 of each fiscal year. Other intangible assets are comprised of both finite and indefinite-lived intangible assets. Indefinite-lived intangible assets, including our trade name, are not amortized. The Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. Otherwise, indefinite-lived intangible assets are tested annually for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to our future cash flows. In each reporting period, we also evaluate the remaining useful life of an intangible asset that is not being amortized to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is determined to have a finite useful life, the asset will be amortized prospectively over the estimated remaining useful life and accounted for in the same manner as intangible assets subject to amortization. The Company generally expenses legal and related costs incurred in defending or protecting its intellectual property unless it can be established that such costs have added economic value to the business enterprise, in which case it capitalizes the costs incurred as part of intangible assets. Impairment of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and prior to any annual impairment test. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There was no impairment of long-lived assets during the successor year ended December 31, 2015, the successor period July 17, 2014 to December 31, 2014, the predecessor period January 1, 2014 to July 16, 2014 and the predecessor year ended December 31, 2013. Recognition of Net Sales, Sales Incentives and Trade Accounts Receivable Net sales are recognized when the earnings process is complete and the risks and rewards of ownership have transferred to the customer, which occurs upon the receipt and acceptance of product by the customer. The Company’s customers are primarily businesses that are stocking its products. The earnings process is complete once the customer order has been placed and approved and the product shipped has been received by the customer or when product is picked up by the Company’s customers at the Company’s co-manufacturer. Product is sold to customers on credit terms established on a customer-by-customer basis. The credit factors used include historical performance, current economic conditions and the nature and volume of the product. The Company offers its customers a variety of sales and incentive programs, including price discounts, coupons, slotting fees, in-store displays and trade advertising. The costs of these programs are recognized at the time the related sales are recorded and are classified as a reduction in net sales. These program costs are estimated based on a number of factors including customer participation and performance levels. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by performing credit checks and actively pursuing past due accounts. Accounts are charged to bad debt expense as they are deemed uncollectible based upon a periodic review of aging and collections. As of December 31, 2015 and 2014, the Company recorded total allowances against trade accounts receivable of $2.3 million and $3.0 million , respectively. Recoveries of receivables previously written off are recorded when received. In thousands Additions Deductions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Write-Offs and Adjustments Balance at End of Period December 31, 2013 (Predecessor) Allowances deducted from assets to which they apply: Allowance for doubtful accounts 74 46 — — 120 Allowance for promotional activities 44 5,243 — (3,730 ) 1,557 July 16, 2014 (Predecessor) Allowances deducted from assets to which they apply: Allowance for doubtful accounts 120 — — (80 ) 40 Allowance for promotional activities 1,557 8,726 — (9,380 ) 903 December 31, 2014 (Successor) Allowances deducted from assets to which they apply: Allowance for doubtful accounts 40 60 — — 100 Allowance for promotional activities 903 11,357 — (9,399 ) 2,861 December 31, 2015 (Successor) Allowances deducted from assets to which they apply: Allowance for doubtful accounts 100 — — (100 ) — Allowance for promotional activities 2,861 28,455 — (29,044 ) 2,272 Cost of Goods Sold Cost of goods sold consists of the costs of ingredients and packaging utilized in the manufacture of products, contract manufacturing fees, shipping and handling costs to external customers, equipment repairs, in-bound freight charges, reserves for inventory obsolescence and depreciation of manufacturing equipment. Sales and Marketing Expenses Sales and marketing expenses include salaries and wages, commissions, broker fees, bonuses and incentives and other marketing and advertising expenses. Also included in sales and marketing expense are costs and fees relating to the execution of in-store product demonstrations with club stores or grocery retailers, which totaled approximately $3.1 million for the successor year ended December 31, 2015, $2.5 million for the successor period July 17, 2014 to December 31, 2014, $2.4 million for the predecessor period January 1, 2014 to July 16, 2014 and $3.1 million for the predecessor year ended December 31, 2013. The cost of product used in the demonstrations, which is insignificant, and the fees paid to the independent third-party providers who conduct the in-store demonstrations, are recorded as an expense when the event occurs. Product demonstrations are conducted by independent third-party providers designated by the various retailer or club chains. During the in-store demonstrations, the consumers in the stores receive small samples of our products. The consumers are not required to purchase our product in order to receive the sample. General and Administrative Expenses General and administrative expenses include salaries and wages, founder employment costs, depreciation of property and equipment, professional fees, amortization of intangible assets, insurance, travel and other operating expenses. Equity-Based Compensation The Company records equity-based compensation in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all equity-based payment awards made to employees and directors including incentive units or employee stock options based on estimated fair values. The fair value of each award is estimated on the grant date using a two-step process. See Note 13 for a further discussion of the valuation process. The equity-based compensation expense, net of forfeitures, is recognized using a straight-line basis over the requisite service period of the awards, which corresponds to the vesting periods of the awards. Equity-based compensation expense totaled approximately $3.3 million for the successor year ended December 31, 2015 and $0.2 million for the successor period July 17, 2014 to December 31, 2014. There was no equity-based compensation expense in the predecessor period January 1, 2014 to July 16, 2014 and for the predecessor year ended December 31, 2013. Equity-based compensation expense is included as part of general and administrative expense in the accompanying consolidated statements of comprehensive income. Concentration Risk Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash, cash equivalents and trade receivables. We maintain the majority of our cash and cash equivalents in the form of demand deposits with financial institutions that management believes are creditworthy. Customers with 10% or more of the Company’s net sales consist of the following: Successor Predecessor Year Ended December 31, 2015 July 17, 2014 to December 31, 2014 January 1, 2014 to July 16, 2014 Year Ended December 31, 2013 Customer: Costco 31 % 36 % 33 % 36 % Sam's Club 18 % 20 % 22 % 22 % As of December 31, 2015 , Costco and Sam’s Club represented 15% and 13% , respectively, of the accounts receivable balances outstanding. The same two customers represented 18% and 31% , respectively, of accounts receivable as of December 31, 2014 . The Company outsources the manufacturing of its products to Assemblers Food Packaging LLC (“Assemblers”), a co-manufacturer in the United States. Assemblers represented 36% and 64% of accounts payable as of December 31, 2015 and December 31, 2014 , respectively. Earnings per Share/Unit Basic earnings per share/unit has been computed based upon the weighted average number of common shares/units outstanding. The Company's unvested shares of restricted common stock contain non-forfeitable rights to dividends and are considered to be participating securities in accordance with GAAP and, therefore are included in the computation of basic earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating securities according to dividends declared and participation rights in undistributed earnings. Diluted earnings per share/unit has been computed based upon the weighted average number of common shares/units outstanding plus the effect of all potentially dilutive common stock equivalents, except when the effect would be anti-dilutive. The dilutive effect of unvested restricted stock units ("RSUs") and unvested stock options has been accounted for using the two-class method or the treasury stock method, if more dilutive. As discussed in Note 1, in August 2015, the Company completed the Corporate Reorganization immediately prior to the Company's IPO. For purposes of computing net income per share, it is assumed that the reorganization of the Company had occurred for all successor periods presented and therefore the outstanding shares have been adjusted to reflect the conversion of shares that took place in contemplation of the IPO. Accordingly, the denominators in the computations of basic and diluted net income per share for the successor period July 17, 2014 to December 31, 2014, reflect the Company's reorganization. Successor Predecessor Year Ended December 31, 2015 July 17, 2014 to December 31, 2014 January 1, 2014 to July 16, 2014 Year Ended December 31, 2013 Basic and diluted earnings per share/unit: Numerator: Net income $ 9,885 $ 4,738 $ 30,581 $ 24,758 Denominator: Basic and diluted weighted average common shares/units outstanding 74,747,605 (1) 68,716,568 400 400 Basic and diluted earnings per share/unit $ 0.13 $ 0.07 $ 76,452.74 $ 61,895.01 (1) Excludes the weighted average impact of 15,922 unvested RSUs and 6,164 unvested stock options for the successor year ended December 31, 2015, because the effects of their inclusion would be anti-dilutive. Income Taxes Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company records a liability for all tax positions if it is not “more likely than not” that the position is sustainable based on its technical merits. Tax Receivable Agreement ("TRA") As discussed in more detail in Note 10, immediately prior to the consummation of the IPO in August 2015, the Company entered into a TRA with the former holders of units in Topco. In December 2015, all of the former holders of the units in Topco collectively assigned their interests to a new counterparty. The Company estimated an obligation of approximately $96.1 million based on the full and undiscounted amount of expected future payments under the TRA in consideration a of reduction in the Company's future U.S. federal, state and local taxes resulting from the utilization of certain tax attributes. The Company accounted for the obligation under the TRA as a dividend and elected to reduce additional paid in capital. Subsequent adjustments of the TRA obligation due to certain events, such as potential changes in tax rates or insufficient taxable income, will be recognized in the consolidated statements of comprehensive income. Future cash payments under the TRA obligation will be classified as a financing activity on the consolidated statements of cash flows. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)", which requires lessees to recognize assets and liabilities related to lease arrangements longer than twelve months on the balance sheet. This standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company is in the process of assessing the impact of the adoption of ASU No. 2016-02 on its financial position, results of operations, cash flows and financial statement disclosures. In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes", which requires all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. The Company elected to retrospectively adopt the accounting standard in the beginning of our fourth quarter of fiscal 2015. Upon adoption of ASU 2015-17, current deferred tax assets of $2.2 million in our December 31, 2014 consolidated balance sheet were reclassified as non-current. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on the consolidated financial statements. In August 2015, the FASB issued ASU No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” to clarify that given the absence of authoritative guidance within ASU No. 2015-03 for debt issuance costs related to the line-of-credit arrangements, such costs may be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement. The Company does not expect the adoption of this update to have a material effect on the consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory", which applies to inventory that is measured using first-in, first-out ("FIFO") or average cost. Under the updated guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively. The Company is currently assessing the impact of the adoption of ASU No. 2015-11 on its financial position, results of operations and financial statement disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The ASU is effective for annual reporting periods beginning after December 15, 2016. The new guidance will be applied retrospectively to each prior period presented. The Company currently presents debt issuance costs as an asset and upon adoption of this ASU in 2017, will present such debt issuance costs as a direct deduction from the related debt liability. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern: Disclosures about an Entity’s Ability to Continue as a Going Concern”. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The new guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The Company is currently assessing the impact of the adoption of ASU No. 2014-15 on its financial position, results of operations and financial statement disclosures. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. This ASU supersedes the revenue recognition requirements in Accounting Sta |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition | ACQUISITION In April 2015, the Company acquired Paqui, LLC ("Paqui") a manufacturer and marketer of tortilla chips and pre-packaged tortillas for total consideration of approximately $11.9 million . This acquisition has been accounted for under the acquisition method of accounting, whereby the purchase consideration was allocated to tangible and intangible net assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. The excess purchase consideration over fair value of net assets acquired and liabilities assumed was recorded as goodwill and represents a value attributable to brand recognition associated with Paqui’s products and position in the BFY snack category. Since the acquisition date, Paqui contributed approximately $1.3 million of net sales to the Company for the successor year ended December 31, 2015. The Company incurred approximately $0.2 million of acquisition-related costs during the successor year ended December 31, 2015 , which is included in general and administrative expenses in the accompanying consolidated statements of comprehensive income. The Company has completed its review of the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition. The following table summarizes the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): Purchase consideration: Cash paid as purchase consideration $ 8,214 Fair value of notes payable issued to sellers as consideration 3,715 Fair value of contingent consideration 390 Total purchase consideration 12,319 Less: cash and cash equivalents acquired (384 ) Total purchase price-net of cash and cash equivalents acquired 11,935 Fair value of net assets acquired and liabilities assumed: Current assets 174 Property and equipment 31 Indefinite-lived identifiable intangible asset-trade name 9,000 Definite-lived identifiable intangible assets-customer relationships 1,310 Current liabilities (307 ) Total fair value of net assets acquired and liabilities assumed 10,208 Excess purchase consideration over fair value of net assets acquired (goodwill) $ 1,727 The Company evaluated the impact to the Company's financial statements of the Paqui acquisition and concluded that the impact was not significant enough to require or separately warrant the inclusion of pro forma financial results inclusive of Paqui. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY Inventories, net of reserves and provisions, consist of the following (in thousands): Successor December 31, December 31, Raw materials and packaging $ 4,433 $ 4,263 Finished goods 2,396 2,067 Inventories, net $ 6,829 $ 6,330 As of December 31, 2015 , we had approximately $0.7 million in reserves for finished goods deemed unsaleable and raw materials and packaging deemed obsolete. We had no such reserve as of December 31, 2014 . If future demand or market conditions are less favorable than those projected by our management, additional inventory write-downs may be required. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Accumulated depreciation is recognized ratably over the expected useful life of the asset. Property and equipment, net consist of the following (in thousands): Successor December 31, December 31, Machinery and equipment $ 1,128 $ 929 Furniture and fixtures 664 44 Leasehold improvements 911 13 Property and equipment, gross 2,703 986 Less: accumulated depreciation (550 ) (240 ) Property and equipment, net $ 2,153 $ 746 Depreciation expense was approximately $0.3 million for the successor year ended December 31, 2015 and $0.1 million for the successor period July 17, 2014 to December 31, 2014. Depreciation expense was approximately $0.1 million for the predecessor period January 1, 2014 to July 16, 2014 and approximately $0.1 million for the predecessor year ended December 31, 2013. Depreciation expense is included in cost of goods sold and general and administrative expense in the accompanying consolidated statements of comprehensive income. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill consists of the following (in thousands): Successor December 31, December 31, Beginning balance $ 45,694 $ — Acquired during the year 1,727 45,694 Ending balance $ 47,421 $ 45,694 Intangible assets consist of the following (in thousands): Successor December 31, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Intangible assets with indefinite lives: Trade names (1) $ 211,900 $ — $ 211,900 $ 202,900 $ — $ 202,900 Intangible assets with finite lives: Customer relationships (1) 63,610 (6,113 ) 57,497 62,300 (1,898 ) 60,402 Non-competition agreement 90 (19 ) 71 90 (6 ) 84 Total $ 275,600 $ (6,132 ) $ 269,468 $ 265,290 $ (1,904 ) $ 263,386 (1) The change in the gross carrying amount of trade names and customer relationships is the result of the Paqui acquisition. Amortization of finite-lived intangibles was approximately $4.2 million for the successor year ended December 31, 2015 and $1.9 million for the successor period July 17, 2014 to December 31, 2014. There was no amortization expense in the predecessor period January 1, 2014 to July 16, 2014 and for the predecessor year ended December 31, 2013. Amortization of finite-lived intangible assets is included as part of general and administrative expense in the accompanying consolidated statements of comprehensive income. The weighted average remaining amortization period of intangible assets at December 31, 2015 was 13.6 years. The estimated future amortization expense related to finite-lived intangible assets is as follows as of December 31, 2015 (in thousands): 2016 $ 4,254 2017 4,254 2018 4,254 2019 4,254 2020 4,254 Thereafter 36,298 ASC 350, "Intangibles- Goodwill and Other", requires companies to test goodwill and indefinite-lived intangibles for impairment annually and more frequently if indicators of impairment exist. Accordingly, the Company performed its annual assessment of fair value as of July 1, 2015 for its reporting units and trade names and concluded there was no impairment related to goodwill and indefinite-lived intangibles. |
Deferred Financing Costs
Deferred Financing Costs | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Financing Costs | DEFERRED FINANCING COSTS Deferred financing costs consist of the following (in thousands): Successor December 31, December 31, Deferred financing costs $ 3,953 $ 3,669 Less: accumulated amortization (1,094 ) (292 ) Deferred financing costs, net $ 2,859 $ 3,377 Amortization expense for deferred financing costs totaled approximately $0.8 million for the successor year ended December 31, 2015 and $0.3 million for the successor period July 17, 2014 to December 31, 2014. There was no amortization expense for deferred financing costs in the predecessor period January 1, 2014 to July 16, 2014 and for the predecessor year ended December 31, 2013. Amortization of deferred financing costs is included as part of interest expense on the accompanying consolidated statements of comprehensive income. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES The following table shows the components of accrued liabilities (in thousands): Successor December 31, December 31, Accrued income taxes $ 437 $ 1,012 Unbilled inventory 693 1,178 Accrued commissions 629 805 Accrued bonuses 2,545 536 Accrued marketing expense 89 411 Accrued professional fees 398 145 Other accrued liabilities 439 257 Total accrued liabilities $ 5,230 $ 4,344 |
Long-Term Debt and Line of Cred
Long-Term Debt and Line of Credit | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Line of Credit | LONG-TERM DEBT AND LINE OF CREDIT Long-term debt consists of the following (in thousands): Successor December 31, December 31, Term loan $ 197,313 $ 200,000 Notes payable, net of discount of $147 and $-0-, respectively 3,757 — Total debt 201,070 200,000 Less: Current portion (12,750 ) (10,000 ) Long-term debt $ 188,320 $ 190,000 Credit Facility On July 17, 2014, SkinnyPop Popcorn LLC entered into the Credit Agreement, which provided for a $150.0 million term loan facility and a $7.5 million revolving facility (with sublimits for swingline loans and the issuance of letters of credit). These senior secured credit facilities, or the Credit Facility, were guaranteed by the Company. The Credit Facility will mature on July 17, 2019, with an option to extend the maturity of the term loan with the consent of lenders willing to provide such extension. On August 18, 2014, we amended the Credit Facility, or the Amended Credit Facility, to remove certain total funded debt-to-EBITDA interest rate reductions and implement a static interest rate margin based on either the Eurodollar Rate or the Base Rate (as each is defined in the Amended Credit Facility). On December 23, 2014, we amended the Amended Credit Facility to increase its term loan borrowings by $50.0 million to a total of $200.0 million , with such borrowings having the same interest rate as the original term loans under the Amended Credit Facility. In addition, we amended the financial covenants in the Amended Credit Facility to increase the total funded debt-to-EBITDA covenant for each quarterly period to reflect our higher leverage. The Amended Credit Facility, as so amended, is referred to as the Second Amended Credit Facility. On May 29, 2015, we amended the Second Amended Credit Facility to increase our term loan borrowings by $7.5 million to a total of $205 million , net of principal payments made in the first quarter of 2015 totaling $2.5 million , and increase our capacity on our revolving facility by $17.5 million to a total of $25 million . The Second Amended Credit Facility, as so amended, is referred to as the Third Amended Credit Facility. At the closing of the Third Amended Credit Facility, we borrowed $15 million under our revolving facility, which, along with our term loan borrowings, have the same interest rate as the term and revolving loans under the Second Amended Credit Facility. The interest rate on our outstanding indebtedness was 5.5% per annum at December 31, 2015 and December 31, 2014 . Proceeds from the initial term loan borrowings were primarily used to finance the Sponsor Acquisition and to pay fees and expenses in connection therewith. Proceeds of the Second and Third Amended Credit Facilities were primarily used to pay the December 2014 and May 2015 Special Dividends to the equity holders of Topco. In the future, we may use the revolving facility for working capital and for other general corporate purposes, including acquisitions, investments, dividends and distributions, to the extent permitted under the Third Amended Credit Facility. The Third Amended Credit Facility also provides that, upon satisfaction of certain conditions, we may increase the aggregate principal amount of the loans outstanding thereunder by an amount not to exceed $50 million , subject to receipt of additional lending commitments for such loans. Interest Outstanding term loan and revolving facility borrowings under the Third Amended Credit Facility bear interest at a rate per annum equal to (a) the Eurodollar Rate plus 4.50% or (b) the Base Rate (equal in this context to the greater of (i) the prime rate, (ii) the federal funds rate plus 1/2 of 1.00% and (iii) the Eurodollar Rate plus 1.00% ) (but subject to a minimum of 2.00% ) plus 3.50% . The term loans under the Third Amended Credit Facility, amortize in equal quarterly installments of approximately $2.6 million , with the balance due at maturity. We are required to pay a commitment fee on the unused commitments under the revolving facility at a rate equal to 0.50% per annum. Guarantees The loans and other obligations under the Third Amended Credit Facility (including in respect of hedging agreements and cash management obligations) are (a) guaranteed by the Company and its existing and future wholly-owned U.S. subsidiaries and (b) secured by substantially all of the assets of the Company and its existing and future wholly-owned U.S. subsidiaries, in each case subject to certain customary exceptions and limitations. Covenants As of the last day of any fiscal quarter of the Company, the terms of the Third Amended Credit Facility require the Company and its subsidiaries (on a consolidated basis and subject to certain customary exceptions) to maintain (x) a maximum total funded debt to consolidated EBITDA ratio of not more than 4.25 to 1.0, initially, and decreasing to 2.25 to 1.0 over the term of the Third Amended Credit Facility and (y) a minimum fixed charge coverage ratio of not less than 1.10 to 1.00. As of December 31, 2015 , we were in compliance with our financial covenants. In addition, the Third Amended Credit Facility contains (a) customary provisions related to mandatory prepayment of the loans thereunder with (i) 50% of Excess Cash Flow (as defined in the Third Amended Credit Facility), subject to step-downs to 25% and 0% of Excess Cash Flow at certain leverage-based thresholds and (ii) the proceeds of asset sales and casualty events (subject to certain customary limitations, exceptions and reinvestment rights) and (b) certain covenants that, among other things, restrict additional indebtedness, liens and encumbrances, investments, acquisitions, loans and advances, mergers, consolidations and asset dispositions, dividends and other restricted payments, transactions with affiliates and other matters customarily restricted in such agreements, in each case, subject to certain customary exceptions. Based on the calculation of Excess Cash Flow and the Company's Senior Secured Leverage Ratio (as defined in the Third Amended Credit Facility) as of December 31, 2015, the Company will make a prepayment on the term loan of $2.5 million , no later than May 6, 2016. Although the Third Amended Credit Facility generally prohibits payments and dividends and distributions, we are permitted, subject to certain customary conditions such as absence of events of default and compliance with financial covenants, to make payments, dividends or distributions including (a) earn-out payments, (b) payments, dividends or distributions in cash from retained excess cash flow and certain proceeds from distributions from or sales of investments, (c) payments, dividends or distributions in an unlimited amount from the proceeds of equity issuances and (d) payments, dividends or distributions not to exceed $5.0 million in the aggregate. Under the Third Amended Credit Facility, the Founder Contingent Compensation may be paid at any time so long as no payment default under the Third Amended Credit Facility has occurred and is continuing and, immediately after giving effect to such payment, the Company has at least $5.0 million of cash and cash equivalents subject to a first priority lien in favor of the lenders party thereto plus availability under the revolving facility. In the event we are not permitted to pay the Founder Contingent Compensation under the Third Amended Credit Facility we are no longer obligated to make such payment under the employment agreements with the Founders subject to limited exceptions The Third Amended Credit Facility also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain material indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, certain ERISA events, judgments in excess of specified amounts, certain impairments to the guarantees or collateral documents, and change in control defaults. Other Certain of the lenders under the Third Amended Credit Facility (or their affiliates) may provide, certain commercial banking, financial advisory and investment banking services in the ordinary course of business for the Company and its subsidiaries, for which they receive customary fees and commissions. Notes Payable As discussed in more detail in Note 3, in April 2015, the Company issued $3.9 million in unsecured notes to the sellers of Paqui in connection with its acquisition. The notes bear interest at a rate per annum of 1.5% with principal and interest due at maturity on March 31, 2018. We recorded an acquisition-date fair value discount of approximately $0.2 million based on market rates for debt instruments with similar terms, which is amortized to interest expense over the term of the notes using the effective-interest method. Annual maturities of long-term debt (excluding the fair value discount of approximately $0.1 million ) as of December 31, 2015 are as follows (in thousands): 2016 $ 12,750 (1) 2017 10,250 2018 14,155 2019 164,062 2020 — Total $ 201,217 (1) Includes a mandatory prepayment of $2.5 million on the term loan, due no later than May 6, 2016. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Employment Agreements In connection with the Sponsor Acquisition, the Company entered into employment agreements with certain of our managers and the Company's founders, who held equity interests in our company prior to the acquisition and continue to hold equity interests in the Company. Under the terms of the founders' employment agreements, which ended on December 31, 2015, each executive received an annual base salary of $200,000 and were eligible to participate in our benefit plans generally. The founders were also each eligible to receive a cash payment of up to $10 million (the “cash payment”), based on achievement by the Company of certain contribution margin metrics during the period commencing on January 1, 2015 and ending on December 31, 2015. Furthermore, in connection with the payments, the Company will provide each executive with an additional tax benefit equal to (i) in the case of the taxable year in which the cash payment is paid or any subsequent taxable year, the net excess (if any) of (A) the taxes that would have been paid by the Company in respect of such taxable year calculated without taking into account the payment of the cash payment over (B) the actual taxes payable by the Company in respect of such taxable year and (ii) in the case of any taxable year prior to the year in which the cash payment is paid, the amount of any tax refund resulting from carrying back any operating losses to the extent attributable to the cash payment. Refer to Note 1 for additional details regarding the estimated obligation related to the Founder Contingent Compensation. Tax Receivable Agreement Immediately prior to the consummation of the IPO in August 2015, the Company entered into a Tax Receivable Agreement ("TRA") with the former holders of units in Topco. In December 2015, all of the former holders of units in Topco collectively assigned their interests to a new counterparty. The TRA generally provides for the payment by the Company to the counterparty of 85% of the U.S. federal, state and local tax benefits realized by us and our subsidiaries from the utilization of certain tax attributes that were generated when SkinnyPop Popcorn LLC was acquired by affiliates of TA Associates in July 2014. The Company will retain approximately 15% of the U.S. federal, state and local tax benefits realized from the utilization of such tax attributes. Unless earlier terminated in accordance with its terms, the TRA will continue in force and effect until there is no further potential for tax benefit payments to be made by us to the counterparty in respect of the U.S. federal, state and local tax benefits that are subject of the agreement. Based on current tax rules and regulations, we would expect the potential for tax benefit payments to cease no later than 2030. The amount payable to the counterparty is based on an annual calculation of the reduction in our U.S. federal, state and local taxes resulting from the utilization of these tax attributes. For purposes of determining the reduction in taxes resulting from the utilization of these pre-IPO tax attributes, we were required to assume that pre-IPO tax attributes are utilized before any other attributes. We expect the payments that we may make under the TRA will be substantial. In addition if the IRS were to successfully challenge the tax benefits that give rise to any payments under the TRA, our future payments under the TRA would be reduced by the amount of such payments, but the TRA does not require the counterparty to reimburse us for the amount of such payments to the extent they exceed any future amounts payable under the TRA. In August 2015, the Company recorded an obligation of approximately $96.1 million based on the full and undiscounted amount of expected future payments under the TRA, with a corresponding reduction to additional paid in capital. The Company's first annual estimated payment in the amount of approximately $6.6 million is expected to be paid within the next 12 months . Subsequent adjustments of the TRA obligation due to certain events, such as potential changes in tax rates or insufficient taxable income, will be recognized as a period expense in the statement of comprehensive income. Precision Capital Group LLC Consulting Services Agreements We entered into two consulting services agreements with one of our stockholders, Precision Capital Group LLC, or (“Precision”). Our executive vice president of sales and marketing is a former employee and a current equity holder of Precision. In addition to his investment in the Company in connection with the Sponsor Acquisition, this same employee also invested in the Company through Precision in 2013. Sales Consulting Services Agreement We entered into a sales consulting services agreements with Precision. Under the terms of this sales consulting services agreement, which we refer to as the Precision Sales Consulting Agreement, Precision agreed to provide sales professionals to work on behalf of the Company. Such sales professionals were entitled to a monthly stipend plus a commission based on sales performance. The Precision sales professionals were, at the time of the agreement, employees of Precision. Fees for consulting services under this agreement totaled approximately $0.6 million for the predecessor year ended December 31, 2013 and approximately $0.9 million for the predecessor period January 1, 2014 to July 16, 2014. There were no fees related to this agreement for the successor period July 17, 2014 to December 31, 2014 and for the successor year ended December 31, 2015 . These fees are included as part of sales and marketing expense. Business Consulting Services Agreement We entered into a business consulting services agreement with Precision, which, together with the Precision Sales Consulting Agreement, we refer to as the Precision Agreements. Under this agreement, Precision provided business consulting services to us. Fees for consulting services under this agreement totaled approximately $0.1 million for the year ended 2013 and approximately $0.1 million for the predecessor period January 1, 2014 to July 16, 2014. There were no fees related to this agreement for the successor period July 17, 2014 to December 31, 2014 or the year ended December 31, 2015 . These fees are included as part of sales and marketing expense. Transition Services Agreement The Precision Agreements were terminated on July 18, 2014, in connection with the Sponsor Acquisition. In connection with the termination of the Precision Agreements, we entered into a transition services agreement with Precision whereby, for a period of 90 days, Precision agreed to provide substantially the same services as it was providing under the Precision Agreements. The transition services agreement was not renewed at the expiration of its term. Fees for transition services under this agreement totaled approximately $0.3 million for the successor period July 17, 2014 to December 31, 2014. Fees paid to Precision totaling approximately $0.5 million were included in Sponsor Acquisition-related expenses in the accompanying consolidated statements of comprehensive income for the predecessor period January 1, 2014 to July 16, 2014. Monticello Partners LLC Lease Agreement The Company leases office space from a related party, Monticello Partners LLC, which is wholly owned by one of the Company's shareholders. The lease agreement expires on August 31, 2017 and the Company is responsible for all taxes and utilities. Payments under this agreement were not material to the periods presented. Future minimum lease payments for this lease, which had a non-cancelable lease term in excess of one year as of December 31, 2015 , were as follows (in thousands): 2016 $ 28 2017 19 Total $ 47 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company entered into certain supply contracts for their popcorn kernels and sunflower oil for various periods through September 2018. As of December 31, 2015 , the Company’s purchase commitments remaining under these contracts totaled approximately $19.4 million , of which $12.8 million , $4.0 million and $2.6 million are due as of December 31, 2016, 2017 and 2018, respectively. The contracts also stipulate that if the Company fails to purchase the stated quantities within the time period specified, the Company has the option to purchase all remaining quantities under the contract, or the seller has the right to assess liquidated damages, including payment of the excess of the contract price over the market price for all remaining contracted quantities not purchased. On April 29, 2015, the Company and a third-party co-manufacturer amended their manufacture and supply agreement dated February 27, 2014 (the “Amended Contract”). The Amended Contract extends the initial term through February 27, 2022. Pursuant to the terms of the Amended Contract, the Company is required to pay an early termination fee and is obligated to make certain annual minimum purchases from the third-party co-manufacturer. As part of the Amended Contract, the Company purchased $1.9 million of film and corrugate raw materials from the third-party co-manufacturer. Lease Commitments The Company entered into an operating lease on February 26, 2015 ("Effective Date") for its corporate headquarters located in Austin, Texas. The lease is non-cancellable and has a nine year term. Rent expense from operating leases totaled approximately $0.3 million for the year ended December 31, 2015 . Rent expense was not material for the successor period July 17, 2014 to December 31, 2014, predecessor period January 1, 2014 to July 16, 2014 and predecessor year ended December 31, 2013. As of December 31, 2015 , minimum rental commitments under non-cancellable operating leases were as follows (in thousands): 2016 $ 361 2017 360 2018 349 2019 358 2020 366 Thereafter 1,312 Total $ 3,106 Legal Matters From time to time, the Company is subject to claims and assessments in the ordinary course of business. The Company is not currently a party to any litigation matter that, individually or in the aggregate, is expected to have a material adverse effect on the Company’s business, financial condition, results from operations or cash flow. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): Successor Year Ended December 31, 2015 July 17, 2014 to December 31, 2014 Income tax provision (benefit): Current: Federal $ 4,914 $ 5,224 State 1,166 1,388 Total current 6,080 6,612 Deferred: Federal 6,769 (2,478 ) State 1,472 (648 ) Total deferred 8,241 (3,126 ) Total provision (benefit) $ 14,321 $ 3,486 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes are as follows: Successor December 31, 2015 December 31, 2014 Deferred tax assets: Allowance for bad debt $ — $ 40 Allowance for promotional activity 898 1,120 Accrued expenses and other 292 682 Inventories 968 490 Acquisition costs 141 897 Contingent compensation 1,391 2,569 Stock compensation 29 — Total deferred tax assets 3,719 5,798 Deferred tax liabilities: Prepaid expenses — (136 ) Deferred financing costs (12 ) — Depreciation and amortization (8,822 ) (2,536 ) Total deferred tax liabilities (8,834 ) (2,672 ) Net deferred tax (liabilities) assets $ (5,115 ) $ 3,126 The Company’s provision for income taxes attributable to continuing operations differs from the expected tax benefit amount computed by applying the statutory federal income tax rate of 35% to income before taxes for the periods presented below primarily as a result of the following: Successor Year Ended December 31, 2015 July 17, 2014 to December 31, 2014 Income tax at U.S. statutory rate 35.0 % 35.0 % Effect of: State taxes, net of federal benefit 7.1 % 5.8 % Stock compensation expense 4.6 % — % Transaction related services 13.0 % — % Other permanent items (0.6 )% 1.1 % Other 0.1 % 0.5 % Income tax provision effective rate 59.2 % 42.4 % The tax years 2014 and 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company is not currently under audit in any major taxing jurisdiction. The Company does not have any uncertain tax positions as of December 31, 2015. The Company's policy is to accrue interest and penalties related to uncertain tax positions as a component of income tax expense. For the periods presented, the Company did not recognize any interest or penalties. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | EQUITY-BASED COMPENSATION In July 2015, the Amplify Snack Brands, Inc. 2015 Stock Option and Incentive Plan (the "2015 Plan") was adopted by our board of directors, approved by our stockholders and became effective immediately prior to the consummation of our IPO in August 2015. The 2015 Plan provides for the grant of various equity-based incentive awards to officers, employees, non-employee directors and consultants of the Company and its subsidiaries. The types of awards that may be granted under the 2015 Plan include incentive stock options, non-qualified stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), stock appreciation rights ("SARs") and other equity-based awards. The Company initially reserved 13,050,000 shares of our common stock for issuance under the 2015 Plan, which is subject to certain adjustments for changes in the Company's capital structure, as defined in the 2015 Plan. As of December 31, 2015, 5,546,767 shares were available for issuance under the 2015 Plan. Stock Options In December 2015, the Company granted stock options to an employee under the 2015 Plan, which are subject to the following time-based vesting conditions, 33.333% on the first anniversary of the grant date, and thereafter, 2.778% on the monthly anniversary of the grant date for the remaining 24 months, subject to continued service through each applicable vesting date. Upon a termination of service relationship by the Company, all unvested options will be forfeited and the shares of common stock underlying such award will become available for issuance under the 2015 Plan. The maximum contractual term for stock options is 10 years. The fair value of these equity awards is amortized to equity-based compensation expense over the vesting periods described above, which totaled $7,000 for the successor year ended December 31, 2015. The fair value of stock option awards are estimated on the grant date using the Black-Scholes valuation model with the following assumptions: Successor Year Ended December 31, 2015 Expected volatility (1) 34.00% Expected dividend yield (2) —% Expected option term (3) 5 years Risk-free interest rate (4) 1.72% (1) The expected volatility assumption was calculated based on a peer group analysis of stock price volatility with a five-year look back period ending on the grant date. (2) We have not paid and do not anticipate paying a cash dividend on our common stock. (3) We utilized the simplified method to determine the expected term of the stock options since we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. (4) The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds to the expected term of the stock options. The following table summarizes the Company's stock option activity for the successor year ended December 31, 2015: Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Weighted Average Grant Date Fair Value Outstanding as of January 1, 2015 — — $ — $ — Granted 150,000 10.0 10.72 3.50 Exercised — — — — Forfeited — — — — Outstanding as of December 31, 2015 150,000 10.0 $ 10.72 $ 3.50 Exercisable as of December 31, 2015 — (In thousands) Unamortized costs at December 31, 2015 $ 518 Aggregate intrinsic value of outstanding stock options at December 31, 2015 120 (In months) Weighted average remaining vesting term of unvested options as of December 31, 2015 36 Restricted Stock Units ("RSUs") In November 2015, the Company granted RSUs to certain employees under the 2015 Plan, which are subject to the following time-based vesting conditions, 33.333% on the first anniversary of the grant date, and thereafter, 2.778% on the monthly anniversary of the grant date for the remaining 24 months, subject to continued service through each applicable vesting date. Upon a termination of service relationship by the Company, all unvested units will be forfeited and the shares of common stock underlying such award will become available for issuance under the 2015 Plan. The fair value of RSUs is calculated based on the closing market value of the Company’s common stock on the date of grant. The fair value of these equity awards is amortized to equity-based compensation expense over the vesting periods described above, which totaled approximately $0.1 million for the successor year ended December 31, 2015. The following table summarizes the activity of the Company's unvested RSUs for the successor year ended December 31, 2015: Number of RSUs Weighted Average Grant Date Fair Value Unvested as of January 1, 2015 — $ — Issued 98,500 12.65 Forfeited — — Vested — — Unvested as of December 31, 2015 98,500 $ 12.65 (In thousands) Unamortized costs at December 31, 2015 $ 1,179 (In months) Weighted average remaining vesting term of unvested RSUs as of December 31, 2015 34 Restricted Stock Awards ("RSAs") As discussed in Note 1, in connection with the Corporate Reorganization in August 2015, all of the outstanding equity awards (which were comprised of Class C-1 and C-2 units of Topco) that were granted under the TA Topco 1, LLC 2014 Equity Incentive Plan, were converted into shares of the common stock and restricted stock of the Company. The portion of outstanding Class C units that had vested as of the consummation of the Corporate Reorganization were converted into shares of the Company’s common stock and the remaining portion of unvested outstanding Class C units were converted into shares of the Company’s restricted stock, which were granted under the 2015 Plan. The shares of restricted stock of the Company are subject to the following time-based vesting conditions, in accordance with the terms and conditions of the Class C units from which such shares were converted, 25% on the first anniversary of the vesting reference date applicable to individual grants, and thereafter, 2.0833% on the final day of each of the following 36 months, subject to continued service through each applicable vesting date. Upon a termination of service relationship by the Company, all unvested awards will be forfeited and the shares of common stock underlying such award will become available for issuance under the 2015 Plan. The fair value of these equity awards is amortized to equity-based compensation expense over the vesting periods described above, which totaled approximately $3.2 million for the successor year ended December 31, 2015 and approximately $0.2 million for the successor period July 17, 2014 to December 31, 2014. The following table summarizes the activity of the Company's unvested RSAs for the successor year ended December 31, 2015: Successor Number of RSAs Year Ended December 31, 2015 Unvested as of December 31, 2014 — Issued (1) 6,343,036 Forfeited (156,530 ) Vested (1,194,648 ) Unvested as of December 31, 2015 4,991,858 Weighted Average Grant Date Fair Value Unvested as of December 31, 2014 $ — Issued (1) 1.37 Forfeited 1.00 Vested 1.10 Unvested as of December 31, 2015 $ 1.45 (In Thousands) Unamortized costs at December 31, 2015 (2) $ 8,104 Weighted average remaining vesting term of unvested RSAs as of December 31, 2015 32 months (1) Issued in connection with the conversion of 12,182,050 Class C Units of Topco, the former parent entity of the Company prior to the consummation of the Corporate Reorganization. (2) Includes incentive awards issued to a non-employee which are remeasured at fair value at each reporting date until the awards vest. Prior to the consummation of the Corporate Reorganization in August 2015, certain employees of the Company participated in Topco's 2014 Equity Incentive Plan (the "2014 Plan"), which was adopted by Topco's board of directors and approved by its unitholders in July 2014. The outstanding equity awards under the 2014 Plan were comprised of Class C-1 and Class C-2 units which represented profit interests and had no capital contribution requirement. As discussed above, in connection with the Corporate Reorganization in August 2015, all of the outstanding Class C-1 and C-2 units were converted into shares of the common stock and restricted stock of the Company. The following table summarizes the activity of the unvested incentive units for the successor year ended December 31, 2015: Class C-1 Units Class C-2 Units Number of units Unvested as of December 31, 2014 6,955,194 5,571,410 Issued 1,151,419 477,869 Forfeited — — Vested (1) (1,106,172 ) (867,670 ) Converted (2) (7,000,441 ) (5,181,609 ) Unvested as of December 31, 2015 — — Weighted Average Grant Date Fair Value Unvested as of December 31, 2014 $ 0.95 $ 0.18 Issued 1.60 0.97 Forfeited — — Vested (1) 0.95 0.18 Converted (2) 1.06 0.25 Unvested as of December 31, 2015 $ — $ — (1) Represents incentive units that had vested as of the consummation of the Corporate Reorganization in August 2015. (2) Represents unvested incentive units that were converted into 6,343,036 shares of the Company's restricted stock in connection with the Corporate Reorganization in August 2015. Valuation of Class C-1 and C-2 Incentive Units Prior to the Company's IPO in August 2015, the Company’s board of directors determined the estimated fair value of the equity-based compensation awards (comprised of Class C-1 and C-2 incentive units of Topco) at the date of grant based upon several factors, including its consideration of input from management and contemporaneous third-party valuations. The valuation of Topco’s equity was determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The assumptions the Company used in the valuation models were highly complex and subjective. The Company based its assumptions on future expectations combined with management judgment and considered numerous objective and subjective factors to determine the fair value of the equity awards as of the grant date including, but not limited to, the following factors: • lack of marketability; • the Company’s actual operating and financial performance; • current business conditions and projections; • the U.S. capital market conditions; • the Company’s stage of development; and • likelihood of achieving a liquidity event, such as an IPO, given prevailing market conditions. The valuation of the equity-based compensation awards involved a two-step process. First, the Company determined its business equity value using an enterprise value based on the income approach, specifically a discounted cash flow ("DCF") analysis. A market approach, which estimated the fair value of the Company, by applying market multiples of comparable peer companies in its industry or similar lines of business to its historical and/or projected financial metrics, was also developed to corroborate the reasonableness of the DCF indication of enterprise value. The values determined by the income and the market approach were comparable. Second, the business equity value was allocated among the securities that comprise the capital structure of the Company using the Option-Pricing Method, or OPM, as described in the AICPA Practice Aid entitled Valuation of Privately-Held-Company Equity Securities Issued as Compensation . See below for a description of the valuation and allocation methods. The DCF analysis required the development of the forecasted future financial performance of the Company, including revenues, operating expenses and taxes, as well as working capital and capital asset requirements. The discrete forecast period analyzed extended to the point at which the Company expected to reach a steady state of growth and profitability. The projected cash flows of the discrete forecast period were discounted to a present value employing a discount rate that properly accounted for the estimated market weighted average cost of capital. Finally, an assumption was made regarding the sustainable long-term rate of growth beyond the discrete forecast period, and a residual value was estimated and discounted to a present value. The sum of the present value of the discrete cash flows and the residual, or “terminal” value represented the estimated fair value of the total enterprise value of the Company. This value was then adjusted for non-operational assets, liabilities and interest bearing debt to conclude the equity value of the Company. The financial forecasts prepared took into account the Company’s past results and expected future financial performance. There was inherent uncertainty in these estimates as the assumptions used were highly subjective and may change as a result of new operating data and economic and other conditions that may impact the Company’s business. Once the equity value of the Company was estimated, it was then allocated among the various classes of securities to arrive at the fair value of the awards. For this allocation, the OPM was used for all grants. The OPM entails allocating the equity value to the various share classes based upon their respective claims on a series of call options with strike prices at various value levels depending upon the rights and preferences of each class. A Black-Scholes option pricing model was employed to value the call options. This model defines the securities’ fair values as functions of the current fair value of a company and requires the use of assumptions such as the anticipated holding period and the estimated volatility of the equity securities. The following table summarizes the key assumptions used in the OPM allocation as of December 4, 2014: Assumptions • Time to liquidity event 2 years • Volatility 30.00 % • Risk-free rate 0.55 % • Dividend yield — % • Lack of marketability discount 16 % The expected term of 2 years represents management’s expected time to a liquidity event as of the valuation date. The volatility assumption is based on the estimated stock price volatility of a peer group of comparable public companies over a similar term. The risk-free rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term. As of December 4, 2014, the only grant date in 2014, the Company used an expected dividend yield of zero as we had never declared or paid any ordinary cash dividends and at that time did not plan to pay cash dividends in the foreseeable future. The value derived from the OPM model was reduced by a 16% lack of marketability discount in the determination of fair values of the awards at the grant date. A discount for lack of marketability was applied to reflect the increased risk arising from the inability to readily sell the equity awards. For awards granted on February 24, 2015 and June 10, 2015, the Company used the Probability Weighted Expected Return Method ("PWERM"), whereby the value of the various classes of securities was estimated based upon the analysis of future values for the company assuming various possible future liquidity events such as an IPO, sale or merger. Share value was based upon the probability-weighted present value of expected future net cash flows, considering each of the possible future events, as well as the rights and preferences of each share class. The PWERM was selected due to the established nature of the Company, the prospect of a near term exit via an IPO or sale, and our ability to reasonably forecast financial performance. First, future enterprise values of the Company were estimated using a range of Enterprise-to-EBITDA multiples. The valuation multiple range was established by consideration of valuation multiples indicated by the comparable public company and comparable transaction methods, both versions of the Market Approach. A DCF analysis was also performed to corroborate the Market Approach indications of value. Second, the Company’s implied equity value was allocated among the various classes of securities using the PWERM. To apply the PWERM, the Company first estimated future enterprise values under various exit scenarios, and adjusted projected values of cash and debt for each scenario to determine the total expected equity value of the Company at the exit date. As of February 24, 2015, the PWERM analysis reflected the Company’s belief that there was a 60% probability that the Company would complete an IPO and a 40% probability of a sale of the Company. The valuation used a risk adjusted discount rate of 12% and an estimated time to a liquidity event of 6 months. The aggregate value of the Class C-1 and Class C-2 units derived from the PWERM allocation method was then divided by the number of respective units outstanding to arrive at the per unit value. A lack of marketability discount was applied to reflect the increased risk arising from the inability to readily sell the units. This discount was 12% under an assumed IPO scenario and 8% under an assumed sale scenario. The higher discount under the IPO scenario reflects a potential delay in liquidity, relative to a sale scenario, due to typical IPO lock-up provisions. As of June 10, 2015, the PWERM analysis reflected the Company’s belief that there was a 90% probability that the Company would complete an IPO and a 10% probability of a sale of the Company. The valuation used a risk adjusted discount rate of 9.5% and an estimated time to a liquidity event of 2 months. The aggregate value of the Class C-1 and Class C-2 units derived from the PWERM allocation method was then divided by the number of respective units outstanding to arrive at the per unit value. A lack of marketability discount was applied to reflect the increased risk arising from the inability to readily sell the units. This discount was 10% under an assumed IPO scenario and 5% under an assumed sale scenario. The higher discount under the IPO scenario reflects a potential delay in liquidity, relative to a sale scenario, due to typical IPO lock-up provisions. The key subjective factors and assumptions used in the Company’s valuations of February 24, 2015 and June 10, 2015 grants primarily consisted of: • the probability and timing of the various possible liquidity events; • the selection of the appropriate market comparable transactions; • the selection of the appropriate comparable publicly traded companies; • the financial forecasts utilized to determine future cash balances and necessary capital requirements; • the estimated weighted-average cost of capital; and • the discount for lack of marketability. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Geographic Information | GEOGRAPHIC INFORMATION Our net sales by geographic area are as follows (in thousands): Successor Predecessor Year ended December 31, 2015 July 17, 2014 to January 1, 2014 Year ended December 31, 2013 United States $ 174,306 $ 60,833 $ 64,809 $ 54,587 Canada 9,609 3,171 3,544 1,123 All of our long-lived assets are located in the United States. |
Stockholders'_Members' Equity S
Stockholders'/Members' Equity Stockholders'/Members' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders'/Members' Equity | SHAREHOLDERS'/MEMBERS’ EQUITY Initial Public Offering As discussed in Note 1, immediately following the Corporate Reorganization, 15,000,000 common shares of the Company were sold by selling stockholders to the public at a price of $18.00 per share. The selling stockholders (formerly holders of units in Topco), which includes certain of our directors and officers, received all the proceeds from the sale of shares in this offering. The Company did not receive any proceeds from the sale of shares in this offering. Tax Receivable Agreement As discussed in more detail in Notes 1 and 10, immediately prior to the consummation of the IPO in August 2015, the Company entered into a TRA with the former holders of units in Topco pursuant to which such holders received the right to future payments from the Company. As a result, the Company recorded an obligation of approximately $96.1 million based on the full and undiscounted amount of expected future payments under the TRA, with a corresponding reduction to additional paid in capital. December 2014 and May 2015 Special Dividends Prior to the Corporate Reorganization, the Company made distributions of approximately $22.3 million and $59.8 million in May 2015 and December 2014, respectively, to Topco (the former parent entity of the Company), which subsequently distributed such proceeds to its unit holders. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table presents unaudited quarterly consolidated financial results of the Company for the successor year ended December 31, 2015. Three Months Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Net sales $ 44,275 $ 47,354 $ 45,914 $ 46,372 Cost of goods sold 19,866 20,661 20,260 20,185 Gross profit 24,409 26,693 25,654 26,187 Sales & marketing expenses 3,618 5,016 5,146 4,747 General & administrative expenses (1) 9,032 11,985 16,068 9,176 Loss on change in fair value of contingent consideration — — — 1,521 Total operating expenses 12,650 17,001 21,214 15,444 Operating income 11,759 9,692 4,440 10,743 Interest expense 2,955 3,058 3,311 3,104 Income before income taxes 8,804 6,634 1,129 7,639 Income tax expense (2) 3,900 3,074 4,118 3,229 Net income (loss) $ 4,904 $ 3,560 $ (2,989 ) $ 4,410 Earnings (loss) per share: Basic and diluted $ 0.07 $ 0.05 $ (0.04 ) $ 0.06 Weighted average shares outstanding: Basic and diluted 74,449,844 74,685,407 68,710,803 74,865,563 (1) During the successor three months ended March 31, 2015, June 30, 2015 and September 30, 2015, the Company incurred IPO costs of approximately $0.7 million , $1.9 million and $6.7 million , respectively, including 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. (2) During the successor three months ended September 30, 2015, the effective tax rate increased due to significant IPO-related costs as well as equity-based compensation charges, both of which were not tax deductible. The following table presents unaudited quarterly consolidated financial results of the Company for the successor period July 17, 2014 to December 31, 2014 and the predecessor period January 1, 2014 to July 16, 2014. Predecessor Successor Three Months Ended March 31, 2014 Three Months Ended June 30, 2014 July 1, 2014 to July 16, 2014 July 17, 2014 to September 30, 2014 Three Months Ended December 31, 2014 Net sales $ 25,706 $ 35,462 $ 7,185 $ 30,957 $ 33,047 Cost of goods sold 11,378 15,332 2,719 14,255 14,469 Gross profit 14,328 20,130 4,466 16,702 18,578 Sales & marketing expenses 1,945 2,652 1,065 3,261 3,715 General & administrative expenses 669 599 126 5,493 8,118 Sponsor acquisition-related expenses — — 1,288 2,215 — Total operating expenses 2,614 3,251 2,479 10,969 11,833 Operating income 11,714 16,879 1,987 5,733 6,745 Interest expense — — — 1,853 2,400 Income before income taxes 11,714 16,879 1,987 3,880 4,345 Income tax expense — — — 1,754 1,732 Net income $ 11,714 $ 16,879 $ 1,987 $ 2,126 $ 2,613 Earnings per unit/share: Basic and diluted $ 29,285.00 $ 42,197.50 $ 4,967.50 $ 0.03 $ 0.04 Weighted average units/shares outstanding: Basic and diluted 400 400 400 67,588,737 69,648,254 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Founder Contingent Compensation In March 2016, the Company paid $23.0 million to the Company's founders related to their employment agreements entered into in connection with the Sponsor Acquisition. Refer to Notes 1 and 2 for additional details regarding the estimated obligation related to the Founder Contingent Compensation. The total payment consisted of $18.5 million based on certain contribution margin benchmarks achieved by the Company during the year ended December 31, 2015 and $4.5 million towards the obligation related to the estimated tax savings to the Company associated with the tax deductibility of the payments under these employment agreements. The remaining obligation after this payment totaled $2.2 million , which we expect to satisfy with a final payment in the second half of 2016. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The consolidated financial statements are prepared in conformity with GAAP. Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. The Company routinely evaluates its estimates, including those related to accruals and allowances for customer programs and incentives, bad debts, income taxes, long-lived assets, inventories, equity-based compensation, accrued broker commissions and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, fluctuations in commodity prices, specifically popcorn kernels and sunflower oil, continued acceptance of the Company’s products, competition from substitute products and larger companies and dependence on strategic relationships. The Company relies on contract manufacturers to manufacture and third-party logistics to distribute its products. The Company’s manufacturers and suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, equipment malfunction and weather and environmental factors, any of which could delay or impede the Company’s ability to meet demand. |
Segment Reporting | Segment Reporting The Company operates as one reportable segment: the marketing and distribution of BFY, ready-to-eat ("RTE") snacking products. Management made this determination based on the similar quantitative and qualitative characteristics of our products. Our chief executive officer is considered to be our chief operating decision maker. He reviews our operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. Our term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value. The fair value of our term loan and revolving credit facility are estimated based on Level 2 inputs, which were quoted prices for identical or similar instruments in markets that are not active. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and money market funds with an original maturity of 90 days or less. |
Inventories | Inventories Inventories are valued at the lower of cost or market using the weighted-average cost method. The Company procures certain raw material inputs and packaging from suppliers and contracts with third-party firms to assemble and warehouse finished product. The third-party co-manufacturers invoice the Company monthly for labor inputs upon the production of finished product during that period. Write-downs are provided for finished goods expected to become non-saleable due to age and provisions are specifically made for slow moving or obsolete raw ingredients and packaging. The Company also adjusts the carrying value of its inventories when it believes that the net realizable value is less than the carrying value. These write-downs are measured as the difference between the cost of the inventory, including estimated costs to complete, and estimated selling prices. Charges related to slow moving or obsolete items are recorded as a component of cost of goods sold. Charges related to packaging redesigns are recorded as a component of selling and marketing. Once inventory is written down, a new, lower-cost basis for that inventory is established. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation on equipment is provided in amounts sufficient to relate the cost of the assets to operations over their estimated service lives ranging from 5-7 years using the straight-line method. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful lives. Maintenance and repairs are charged to expense as incurred. Assets not yet placed in use are not depreciated. We continually evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance of these assets may not be recoverable. When deemed necessary, we complete this evaluation by comparing the carrying amount of the assets against the estimated undiscounted future cash flows associated with them. If such evaluations indicate that the future undiscounted cash flows of amortizable long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their estimated fair values. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with debt issuances have been deferred, and are being amortized using the effective interest method over the term of the related debt instrument as interest expense. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate that impairment may have occurred. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Otherwise, the impairment analysis for goodwill includes a comparison of our carrying value (including goodwill) to our estimated fair value. If the fair value does not exceed the carrying value, then an additional analysis would be performed to allocate the fair value to all of our assets and liabilities as if it had been acquired in a business combination and the fair value was our purchase consideration. If the excess of the fair value of our identifiable assets and liabilities is less than the carrying value of recorded goodwill, an impairment charge is recorded for the difference. The Company performs its required annual assessment of goodwill as of July 1 of each fiscal year. Other intangible assets are comprised of both finite and indefinite-lived intangible assets. Indefinite-lived intangible assets, including our trade name, are not amortized. The Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. Otherwise, indefinite-lived intangible assets are tested annually for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to our future cash flows. In each reporting period, we also evaluate the remaining useful life of an intangible asset that is not being amortized to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is determined to have a finite useful life, the asset will be amortized prospectively over the estimated remaining useful life and accounted for in the same manner as intangible assets subject to amortization. The Company generally expenses legal and related costs incurred in defending or protecting its intellectual property unless it can be established that such costs have added economic value to the business enterprise, in which case it capitalizes the costs incurred as part of intangible assets. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and prior to any annual impairment test. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Recognition of Net Sales, Sales Incentives and Trade Accounts Receivable | The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by performing credit checks and actively pursuing past due accounts. Accounts are charged to bad debt expense as they are deemed uncollectible based upon a periodic review of aging and collections. Recognition of Net Sales, Sales Incentives and Trade Accounts Receivable Net sales are recognized when the earnings process is complete and the risks and rewards of ownership have transferred to the customer, which occurs upon the receipt and acceptance of product by the customer. The Company’s customers are primarily businesses that are stocking its products. The earnings process is complete once the customer order has been placed and approved and the product shipped has been received by the customer or when product is picked up by the Company’s customers at the Company’s co-manufacturer. Product is sold to customers on credit terms established on a customer-by-customer basis. The credit factors used include historical performance, current economic conditions and the nature and volume of the product. The Company offers its customers a variety of sales and incentive programs, including price discounts, coupons, slotting fees, in-store displays and trade advertising. The costs of these programs are recognized at the time the related sales are recorded and are classified as a reduction in net sales. These program costs are estimated based on a number of factors including customer participation and performance levels. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold consists of the costs of ingredients and packaging utilized in the manufacture of products, contract manufacturing fees, shipping and handling costs to external customers, equipment repairs, in-bound freight charges, reserves for inventory obsolescence and depreciation of manufacturing equipment. |
Sales and Marketing Expense and General and Administrative Expenses | General and Administrative Expenses General and administrative expenses include salaries and wages, founder employment costs, depreciation of property and equipment, professional fees, amortization of intangible assets, insurance, travel and other operating expenses. |
Equity-Based Compensation | Equity-Based Compensation The Company records equity-based compensation in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all equity-based payment awards made to employees and directors including incentive units or employee stock options based on estimated fair values. The fair value of each award is estimated on the grant date using a two-step process. See Note 13 for a further discussion of the valuation process. The equity-based compensation expense, net of forfeitures, is recognized using a straight-line basis over the requisite service period of the awards, which corresponds to the vesting periods of the awards. Equity-based compensation expense totaled approximately $3.3 million for the successor year ended December 31, 2015 and $0.2 million for the successor period July 17, 2014 to December 31, 2014. There was no equity-based compensation expense in the predecessor period January 1, 2014 to July 16, 2014 and for the predecessor year ended December 31, 2013. Equity-based compensation expense is included as part of general and administrative expense in the accompanying consolidated statements of comprehensive income. |
Earnings Per Share/Unit | Earnings per Share/Unit Basic earnings per share/unit has been computed based upon the weighted average number of common shares/units outstanding. The Company's unvested shares of restricted common stock contain non-forfeitable rights to dividends and are considered to be participating securities in accordance with GAAP and, therefore are included in the computation of basic earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating securities according to dividends declared and participation rights in undistributed earnings. Diluted earnings per share/unit has been computed based upon the weighted average number of common shares/units outstanding plus the effect of all potentially dilutive common stock equivalents, except when the effect would be anti-dilutive. The dilutive effect of unvested restricted stock units ("RSUs") and unvested stock options has been accounted for using the two-class method or the treasury stock method, if more dilutive. As discussed in Note 1, in August 2015, the Company completed the Corporate Reorganization immediately prior to the Company's IPO. For purposes of computing net income per share, it is assumed that the reorganization of the Company had occurred for all successor periods presented and therefore the outstanding shares have been adjusted to reflect the conversion of shares that took place in contemplation of the IPO. Accordingly, the denominators in the computations of basic and diluted net income per share for the successor period July 17, 2014 to December 31, 2014, reflect the Company's reorganization. |
Income Taxes | Income Taxes Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company records a liability for all tax positions if it is not “more likely than not” that the position is sustainable based on its technical merits. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)", which requires lessees to recognize assets and liabilities related to lease arrangements longer than twelve months on the balance sheet. This standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company is in the process of assessing the impact of the adoption of ASU No. 2016-02 on its financial position, results of operations, cash flows and financial statement disclosures. In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes", which requires all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. The Company elected to retrospectively adopt the accounting standard in the beginning of our fourth quarter of fiscal 2015. Upon adoption of ASU 2015-17, current deferred tax assets of $2.2 million in our December 31, 2014 consolidated balance sheet were reclassified as non-current. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on the consolidated financial statements. In August 2015, the FASB issued ASU No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” to clarify that given the absence of authoritative guidance within ASU No. 2015-03 for debt issuance costs related to the line-of-credit arrangements, such costs may be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement. The Company does not expect the adoption of this update to have a material effect on the consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory", which applies to inventory that is measured using first-in, first-out ("FIFO") or average cost. Under the updated guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively. The Company is currently assessing the impact of the adoption of ASU No. 2015-11 on its financial position, results of operations and financial statement disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which changes the presentation of debt issuance costs in financial statements. ASU No. 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The ASU is effective for annual reporting periods beginning after December 15, 2016. The new guidance will be applied retrospectively to each prior period presented. The Company currently presents debt issuance costs as an asset and upon adoption of this ASU in 2017, will present such debt issuance costs as a direct deduction from the related debt liability. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern: Disclosures about an Entity’s Ability to Continue as a Going Concern”. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The new guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter. The Company is currently assessing the impact of the adoption of ASU No. 2014-15 on its financial position, results of operations and financial statement disclosures. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition”, and most industry-specific guidance throughout the Codification. The standard requires entities to recognize the amount of revenue that reflects the consideration to which the company expects to be entitled in exchange for the transfer of promised goods or services to customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of ASU No. 2014- 09 by one year, to December 15, 2017 for interim and annual reporting periods beginning after that date. The FASB will permit early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is in the process of assessing both the method and the impact of the adoption of ASU No. 2014-09 on its financial position, results of operations, cash flows and financial statement disclosures. |
Business Overview (Tables)
Business Overview (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Sponsor Acquisition | The following table summarizes the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): Purchase consideration: Cash paid as purchase consideration $ 280,750 Cash paid into escrow 14,250 Value of equity issued 25,000 Total purchase consideration $ 320,000 Less: Cash and cash equivalents acquired (548 ) Total purchase price—net of cash and cash equivalents acquired $ 319,452 Fair value of net assets acquired and liabilities assumed: Current assets $ 12,671 Property and equipment 667 Indefinite-lived identifiable intangible asset—trade name 202,900 Definite-lived identifiable intangible assets—customer relationships (15-year useful life) 62,300 Definite-lived identifiable intangible assets—non-competition agreements (7-year useful life) 90 Current liabilities (4,870 ) Total fair value of net assets acquired and liabilities assumed $ 273,758 Excess purchase consideration over fair value of net assets acquired (goodwill) $ 45,694 The following table summarizes the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): Purchase consideration: Cash paid as purchase consideration $ 8,214 Fair value of notes payable issued to sellers as consideration 3,715 Fair value of contingent consideration 390 Total purchase consideration 12,319 Less: cash and cash equivalents acquired (384 ) Total purchase price-net of cash and cash equivalents acquired 11,935 Fair value of net assets acquired and liabilities assumed: Current assets 174 Property and equipment 31 Indefinite-lived identifiable intangible asset-trade name 9,000 Definite-lived identifiable intangible assets-customer relationships 1,310 Current liabilities (307 ) Total fair value of net assets acquired and liabilities assumed 10,208 Excess purchase consideration over fair value of net assets acquired (goodwill) $ 1,727 |
Pro Forma Combined Financial Information (Unaudited) | The following unaudited pro forma combined financial information reflects the consolidated statements of comprehensive income giving pro forma effect to the Sponsor Acquisition, the incurrence of $50.0 million of borrowings under the Company's term loan under its credit agreement and the subsequent distribution of $59.8 million paid to its stockholders in December 2014 (the “December 2014 Special Dividend”) and the incurrence of $22.5 million of borrowings under the Company's term loan and revolving credit loan under its credit agreement and the subsequent distribution of $22.3 million paid to its stockholders in May 2015 (the “May 2015 Special Dividend”), as if such transactions had occurred on January 1, 2013. The pro forma information includes adjustments primarily related to the amortization of intangible assets acquired, exclusion of non-recurring Sponsor Acquisition-related expenses and interest expense associated with aggregate term loan and revolving facility borrowings totaling $207.5 million and $15.0 million , respectively, in connection with the Sponsor Acquisition and December 2014 and May 2015 Special Dividends. The pro forma combined financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date (in thousands, except per share data): Pro Forma (Unaudited) Year Ended December 31, 2014 Year Ended December 31, 2013 Net sales $ 132,357 $ 55,710 Net income 20,465 (8,855 ) Basic and diluted net income per share $ 0.30 $ (0.13 ) |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | The following table presents liabilities measured at fair value on a recurring basis: Successor December 31, December 31, Liabilities: Founder contingent compensation-current portion $ 25,197 $ 593 Founder contingent compensation-long term portion — 6,343 Contingent consideration 1,911 — Total liabilities $ 27,108 $ 6,936 |
Schedule of Useful Lives of Property and Equipment | The useful lives of the property and equipment are as follows: Machinery and equipment 5 years Furniture and fixtures 3 to 7 years Leasehold improvements Shorter of lease term or estimated useful life Property and equipment, net consist of the following (in thousands): Successor December 31, December 31, Machinery and equipment $ 1,128 $ 929 Furniture and fixtures 664 44 Leasehold improvements 911 13 Property and equipment, gross 2,703 986 Less: accumulated depreciation (550 ) (240 ) Property and equipment, net $ 2,153 $ 746 |
Schedule of Allowance of Doubtful Accounts | In thousands Additions Deductions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Write-Offs and Adjustments Balance at End of Period December 31, 2013 (Predecessor) Allowances deducted from assets to which they apply: Allowance for doubtful accounts 74 46 — — 120 Allowance for promotional activities 44 5,243 — (3,730 ) 1,557 July 16, 2014 (Predecessor) Allowances deducted from assets to which they apply: Allowance for doubtful accounts 120 — — (80 ) 40 Allowance for promotional activities 1,557 8,726 — (9,380 ) 903 December 31, 2014 (Successor) Allowances deducted from assets to which they apply: Allowance for doubtful accounts 40 60 — — 100 Allowance for promotional activities 903 11,357 — (9,399 ) 2,861 December 31, 2015 (Successor) Allowances deducted from assets to which they apply: Allowance for doubtful accounts 100 — — (100 ) — Allowance for promotional activities 2,861 28,455 — (29,044 ) 2,272 |
Schedule of Concentration of Risk | Customers with 10% or more of the Company’s net sales consist of the following: Successor Predecessor Year Ended December 31, 2015 July 17, 2014 to December 31, 2014 January 1, 2014 to July 16, 2014 Year Ended December 31, 2013 Customer: Costco 31 % 36 % 33 % 36 % Sam's Club 18 % 20 % 22 % 22 % |
Schedule of Earnings per Share/Unit | As discussed in Note 1, in August 2015, the Company completed the Corporate Reorganization immediately prior to the Company's IPO. For purposes of computing net income per share, it is assumed that the reorganization of the Company had occurred for all successor periods presented and therefore the outstanding shares have been adjusted to reflect the conversion of shares that took place in contemplation of the IPO. Accordingly, the denominators in the computations of basic and diluted net income per share for the successor period July 17, 2014 to December 31, 2014, reflect the Company's reorganization. Successor Predecessor Year Ended December 31, 2015 July 17, 2014 to December 31, 2014 January 1, 2014 to July 16, 2014 Year Ended December 31, 2013 Basic and diluted earnings per share/unit: Numerator: Net income $ 9,885 $ 4,738 $ 30,581 $ 24,758 Denominator: Basic and diluted weighted average common shares/units outstanding 74,747,605 (1) 68,716,568 400 400 Basic and diluted earnings per share/unit $ 0.13 $ 0.07 $ 76,452.74 $ 61,895.01 (1) Excludes the weighted average impact of 15,922 unvested RSUs and 6,164 unvested stock options for the successor year ended December 31, 2015, because the effects of their inclusion would be anti-dilutive. |
Sponsor Acquisition | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Fair Value Level 3 Activity | The following table summarizes the Level 3 activity (in thousands): Successor December 31, 2015 December 31, 2014 Balance at beginning of the year $ 6,936 $ — Charge to expense 18,261 8,436 Payment — (1,500 ) Balance at end of the year $ 25,197 $ 6,936 |
Paqui | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of Fair Value Level 3 Activity | The following table summarizes the Level 3 activity (in thousands): Successor December 31, 2015 December 31, 2014 Balance at beginning of the year $ — $ — Fair value of contingent consideration at acquisition date 390 — Loss on change in fair value of contingent consideration 1,521 — Balance at end of the year $ 1,911 $ — |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Paqui Acquisition | The following table summarizes the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): Purchase consideration: Cash paid as purchase consideration $ 280,750 Cash paid into escrow 14,250 Value of equity issued 25,000 Total purchase consideration $ 320,000 Less: Cash and cash equivalents acquired (548 ) Total purchase price—net of cash and cash equivalents acquired $ 319,452 Fair value of net assets acquired and liabilities assumed: Current assets $ 12,671 Property and equipment 667 Indefinite-lived identifiable intangible asset—trade name 202,900 Definite-lived identifiable intangible assets—customer relationships (15-year useful life) 62,300 Definite-lived identifiable intangible assets—non-competition agreements (7-year useful life) 90 Current liabilities (4,870 ) Total fair value of net assets acquired and liabilities assumed $ 273,758 Excess purchase consideration over fair value of net assets acquired (goodwill) $ 45,694 The following table summarizes the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): Purchase consideration: Cash paid as purchase consideration $ 8,214 Fair value of notes payable issued to sellers as consideration 3,715 Fair value of contingent consideration 390 Total purchase consideration 12,319 Less: cash and cash equivalents acquired (384 ) Total purchase price-net of cash and cash equivalents acquired 11,935 Fair value of net assets acquired and liabilities assumed: Current assets 174 Property and equipment 31 Indefinite-lived identifiable intangible asset-trade name 9,000 Definite-lived identifiable intangible assets-customer relationships 1,310 Current liabilities (307 ) Total fair value of net assets acquired and liabilities assumed 10,208 Excess purchase consideration over fair value of net assets acquired (goodwill) $ 1,727 |
Unaudited Pro Forma Financial Information | The following unaudited pro forma combined financial information reflects the consolidated statements of comprehensive income giving pro forma effect to the Sponsor Acquisition, the incurrence of $50.0 million of borrowings under the Company's term loan under its credit agreement and the subsequent distribution of $59.8 million paid to its stockholders in December 2014 (the “December 2014 Special Dividend”) and the incurrence of $22.5 million of borrowings under the Company's term loan and revolving credit loan under its credit agreement and the subsequent distribution of $22.3 million paid to its stockholders in May 2015 (the “May 2015 Special Dividend”), as if such transactions had occurred on January 1, 2013. The pro forma information includes adjustments primarily related to the amortization of intangible assets acquired, exclusion of non-recurring Sponsor Acquisition-related expenses and interest expense associated with aggregate term loan and revolving facility borrowings totaling $207.5 million and $15.0 million , respectively, in connection with the Sponsor Acquisition and December 2014 and May 2015 Special Dividends. The pro forma combined financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date (in thousands, except per share data): Pro Forma (Unaudited) Year Ended December 31, 2014 Year Ended December 31, 2013 Net sales $ 132,357 $ 55,710 Net income 20,465 (8,855 ) Basic and diluted net income per share $ 0.30 $ (0.13 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories, net of reserves and provisions, consist of the following (in thousands): Successor December 31, December 31, Raw materials and packaging $ 4,433 $ 4,263 Finished goods 2,396 2,067 Inventories, net $ 6,829 $ 6,330 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The useful lives of the property and equipment are as follows: Machinery and equipment 5 years Furniture and fixtures 3 to 7 years Leasehold improvements Shorter of lease term or estimated useful life Property and equipment, net consist of the following (in thousands): Successor December 31, December 31, Machinery and equipment $ 1,128 $ 929 Furniture and fixtures 664 44 Leasehold improvements 911 13 Property and equipment, gross 2,703 986 Less: accumulated depreciation (550 ) (240 ) Property and equipment, net $ 2,153 $ 746 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in thousands): Successor December 31, December 31, Beginning balance $ 45,694 $ — Acquired during the year 1,727 45,694 Ending balance $ 47,421 $ 45,694 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following (in thousands): Successor December 31, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Intangible assets with indefinite lives: Trade names (1) $ 211,900 $ — $ 211,900 $ 202,900 $ — $ 202,900 Intangible assets with finite lives: Customer relationships (1) 63,610 (6,113 ) 57,497 62,300 (1,898 ) 60,402 Non-competition agreement 90 (19 ) 71 90 (6 ) 84 Total $ 275,600 $ (6,132 ) $ 269,468 $ 265,290 $ (1,904 ) $ 263,386 (1) The change in the gross carrying amount of trade names and customer relationships is the result of the Paqui acquisition |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consist of the following (in thousands): Successor December 31, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Intangible assets with indefinite lives: Trade names (1) $ 211,900 $ — $ 211,900 $ 202,900 $ — $ 202,900 Intangible assets with finite lives: Customer relationships (1) 63,610 (6,113 ) 57,497 62,300 (1,898 ) 60,402 Non-competition agreement 90 (19 ) 71 90 (6 ) 84 Total $ 275,600 $ (6,132 ) $ 269,468 $ 265,290 $ (1,904 ) $ 263,386 (1) The change in the gross carrying amount of trade names and customer relationships is the result of the Paqui acquisition |
Schedule of Estimated Future Amortization Expenses | The estimated future amortization expense related to finite-lived intangible assets is as follows as of December 31, 2015 (in thousands): 2016 $ 4,254 2017 4,254 2018 4,254 2019 4,254 2020 4,254 Thereafter 36,298 |
Deferred Financing Costs (Table
Deferred Financing Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Financing Costs | Deferred financing costs consist of the following (in thousands): Successor December 31, December 31, Deferred financing costs $ 3,953 $ 3,669 Less: accumulated amortization (1,094 ) (292 ) Deferred financing costs, net $ 2,859 $ 3,377 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table shows the components of accrued liabilities (in thousands): Successor December 31, December 31, Accrued income taxes $ 437 $ 1,012 Unbilled inventory 693 1,178 Accrued commissions 629 805 Accrued bonuses 2,545 536 Accrued marketing expense 89 411 Accrued professional fees 398 145 Other accrued liabilities 439 257 Total accrued liabilities $ 5,230 $ 4,344 |
Long-Term Debt and Line of Cr33
Long-Term Debt and Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): Successor December 31, December 31, Term loan $ 197,313 $ 200,000 Notes payable, net of discount of $147 and $-0-, respectively 3,757 — Total debt 201,070 200,000 Less: Current portion (12,750 ) (10,000 ) Long-term debt $ 188,320 $ 190,000 |
Schedule of Maturities of Long-term Debt | Annual maturities of long-term debt (excluding the fair value discount of approximately $0.1 million ) as of December 31, 2015 are as follows (in thousands): 2016 $ 12,750 (1) 2017 10,250 2018 14,155 2019 164,062 2020 — Total $ 201,217 (1) Includes a mandatory prepayment of $2.5 million on the term loan, due no later than May 6, 2016. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments for this lease, which had a non-cancelable lease term in excess of one year as of December 31, 2015 , were as follows (in thousands): 2016 $ 28 2017 19 Total $ 47 As of December 31, 2015 , minimum rental commitments under non-cancellable operating leases were as follows (in thousands): 2016 $ 361 2017 360 2018 349 2019 358 2020 366 Thereafter 1,312 Total $ 3,106 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Commitments for Noncancellable Operating Leases | Future minimum lease payments for this lease, which had a non-cancelable lease term in excess of one year as of December 31, 2015 , were as follows (in thousands): 2016 $ 28 2017 19 Total $ 47 As of December 31, 2015 , minimum rental commitments under non-cancellable operating leases were as follows (in thousands): 2016 $ 361 2017 360 2018 349 2019 358 2020 366 Thereafter 1,312 Total $ 3,106 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Provision (Benefit) for Income Taxes | The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): Successor Year Ended December 31, 2015 July 17, 2014 to December 31, 2014 Income tax provision (benefit): Current: Federal $ 4,914 $ 5,224 State 1,166 1,388 Total current 6,080 6,612 Deferred: Federal 6,769 (2,478 ) State 1,472 (648 ) Total deferred 8,241 (3,126 ) Total provision (benefit) $ 14,321 $ 3,486 |
Significant Components of Deferred Income Taxes | Significant components of the Company’s deferred taxes are as follows: Successor December 31, 2015 December 31, 2014 Deferred tax assets: Allowance for bad debt $ — $ 40 Allowance for promotional activity 898 1,120 Accrued expenses and other 292 682 Inventories 968 490 Acquisition costs 141 897 Contingent compensation 1,391 2,569 Stock compensation 29 — Total deferred tax assets 3,719 5,798 Deferred tax liabilities: Prepaid expenses — (136 ) Deferred financing costs (12 ) — Depreciation and amortization (8,822 ) (2,536 ) Total deferred tax liabilities (8,834 ) (2,672 ) Net deferred tax (liabilities) assets $ (5,115 ) $ 3,126 |
Effective Income Tax Rate Reconciliation | The Company’s provision for income taxes attributable to continuing operations differs from the expected tax benefit amount computed by applying the statutory federal income tax rate of 35% to income before taxes for the periods presented below primarily as a result of the following: Successor Year Ended December 31, 2015 July 17, 2014 to December 31, 2014 Income tax at U.S. statutory rate 35.0 % 35.0 % Effect of: State taxes, net of federal benefit 7.1 % 5.8 % Stock compensation expense 4.6 % — % Transaction related services 13.0 % — % Other permanent items (0.6 )% 1.1 % Other 0.1 % 0.5 % Income tax provision effective rate 59.2 % 42.4 % |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Fair Value Assumptions of Stock Options | The fair value of stock option awards are estimated on the grant date using the Black-Scholes valuation model with the following assumptions: Successor Year Ended December 31, 2015 Expected volatility (1) 34.00% Expected dividend yield (2) —% Expected option term (3) 5 years Risk-free interest rate (4) 1.72% (1) The expected volatility assumption was calculated based on a peer group analysis of stock price volatility with a five-year look back period ending on the grant date. (2) We have not paid and do not anticipate paying a cash dividend on our common stock. (3) We utilized the simplified method to determine the expected term of the stock options since we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. (4) The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds to the expected term of the stock options. |
Schedule of Stock Option Activity | The following table summarizes the Company's stock option activity for the successor year ended December 31, 2015: Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Weighted Average Grant Date Fair Value Outstanding as of January 1, 2015 — — $ — $ — Granted 150,000 10.0 10.72 3.50 Exercised — — — — Forfeited — — — — Outstanding as of December 31, 2015 150,000 10.0 $ 10.72 $ 3.50 Exercisable as of December 31, 2015 — (In thousands) Unamortized costs at December 31, 2015 $ 518 Aggregate intrinsic value of outstanding stock options at December 31, 2015 120 (In months) Weighted average remaining vesting term of unvested options as of December 31, 2015 36 |
Schedule of Unvested Restricted Stock Units Activity | The following table summarizes the activity of the Company's unvested RSUs for the successor year ended December 31, 2015: Number of RSUs Weighted Average Grant Date Fair Value Unvested as of January 1, 2015 — $ — Issued 98,500 12.65 Forfeited — — Vested — — Unvested as of December 31, 2015 98,500 $ 12.65 (In thousands) Unamortized costs at December 31, 2015 $ 1,179 (In months) Weighted average remaining vesting term of unvested RSUs as of December 31, 2015 34 |
Schedule of Unvested Restricted Stock Award Activity | The following table summarizes the activity of the Company's unvested RSAs for the successor year ended December 31, 2015: Successor Number of RSAs Year Ended December 31, 2015 Unvested as of December 31, 2014 — Issued (1) 6,343,036 Forfeited (156,530 ) Vested (1,194,648 ) Unvested as of December 31, 2015 4,991,858 Weighted Average Grant Date Fair Value Unvested as of December 31, 2014 $ — Issued (1) 1.37 Forfeited 1.00 Vested 1.10 Unvested as of December 31, 2015 $ 1.45 (In Thousands) Unamortized costs at December 31, 2015 (2) $ 8,104 Weighted average remaining vesting term of unvested RSAs as of December 31, 2015 32 months (1) Issued in connection with the conversion of 12,182,050 Class C Units of Topco, the former parent entity of the Company prior to the consummation of the Corporate Reorganization. (2) Includes incentive awards issued to a non-employee which are remeasured at fair value at each reporting date until the awards vest. |
Schedule of Unvested Inventive Units Activity | The following table summarizes the activity of the unvested incentive units for the successor year ended December 31, 2015: Class C-1 Units Class C-2 Units Number of units Unvested as of December 31, 2014 6,955,194 5,571,410 Issued 1,151,419 477,869 Forfeited — — Vested (1) (1,106,172 ) (867,670 ) Converted (2) (7,000,441 ) (5,181,609 ) Unvested as of December 31, 2015 — — Weighted Average Grant Date Fair Value Unvested as of December 31, 2014 $ 0.95 $ 0.18 Issued 1.60 0.97 Forfeited — — Vested (1) 0.95 0.18 Converted (2) 1.06 0.25 Unvested as of December 31, 2015 $ — $ — (1) Represents incentive units that had vested as of the consummation of the Corporate Reorganization in August 2015. (2) Represents unvested incentive units that were converted into 6,343,036 shares of the Company's restricted stock in connection with the Corporate Reorganization in August 2015. |
Schedule of Key Assumptions used in the OPM Allocation | The following table summarizes the key assumptions used in the OPM allocation as of December 4, 2014: Assumptions • Time to liquidity event 2 years • Volatility 30.00 % • Risk-free rate 0.55 % • Dividend yield — % • Lack of marketability discount 16 % |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Net Sales by Geographic Area | Our net sales by geographic area are as follows (in thousands): Successor Predecessor Year ended December 31, 2015 July 17, 2014 to January 1, 2014 Year ended December 31, 2013 United States $ 174,306 $ 60,833 $ 64,809 $ 54,587 Canada 9,609 3,171 3,544 1,123 |
Quarterly Financial Informati39
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table presents unaudited quarterly consolidated financial results of the Company for the successor year ended December 31, 2015. Three Months Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Net sales $ 44,275 $ 47,354 $ 45,914 $ 46,372 Cost of goods sold 19,866 20,661 20,260 20,185 Gross profit 24,409 26,693 25,654 26,187 Sales & marketing expenses 3,618 5,016 5,146 4,747 General & administrative expenses (1) 9,032 11,985 16,068 9,176 Loss on change in fair value of contingent consideration — — — 1,521 Total operating expenses 12,650 17,001 21,214 15,444 Operating income 11,759 9,692 4,440 10,743 Interest expense 2,955 3,058 3,311 3,104 Income before income taxes 8,804 6,634 1,129 7,639 Income tax expense (2) 3,900 3,074 4,118 3,229 Net income (loss) $ 4,904 $ 3,560 $ (2,989 ) $ 4,410 Earnings (loss) per share: Basic and diluted $ 0.07 $ 0.05 $ (0.04 ) $ 0.06 Weighted average shares outstanding: Basic and diluted 74,449,844 74,685,407 68,710,803 74,865,563 (1) During the successor three months ended March 31, 2015, June 30, 2015 and September 30, 2015, the Company incurred IPO costs of approximately $0.7 million , $1.9 million and $6.7 million , respectively, including 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. (2) During the successor three months ended September 30, 2015, the effective tax rate increased due to significant IPO-related costs as well as equity-based compensation charges, both of which were not tax deductible. The following table presents unaudited quarterly consolidated financial results of the Company for the successor period July 17, 2014 to December 31, 2014 and the predecessor period January 1, 2014 to July 16, 2014. Predecessor Successor Three Months Ended March 31, 2014 Three Months Ended June 30, 2014 July 1, 2014 to July 16, 2014 July 17, 2014 to September 30, 2014 Three Months Ended December 31, 2014 Net sales $ 25,706 $ 35,462 $ 7,185 $ 30,957 $ 33,047 Cost of goods sold 11,378 15,332 2,719 14,255 14,469 Gross profit 14,328 20,130 4,466 16,702 18,578 Sales & marketing expenses 1,945 2,652 1,065 3,261 3,715 General & administrative expenses 669 599 126 5,493 8,118 Sponsor acquisition-related expenses — — 1,288 2,215 — Total operating expenses 2,614 3,251 2,479 10,969 11,833 Operating income 11,714 16,879 1,987 5,733 6,745 Interest expense — — — 1,853 2,400 Income before income taxes 11,714 16,879 1,987 3,880 4,345 Income tax expense — — — 1,754 1,732 Net income $ 11,714 $ 16,879 $ 1,987 $ 2,126 $ 2,613 Earnings per unit/share: Basic and diluted $ 29,285.00 $ 42,197.50 $ 4,967.50 $ 0.03 $ 0.04 Weighted average units/shares outstanding: Basic and diluted 400 400 400 67,588,737 69,648,254 |
Business Overview - Narrative (
Business Overview - Narrative (Details) - USD ($) | Aug. 05, 2015 | Aug. 04, 2015 | Aug. 03, 2015 | Jul. 17, 2014 | Jan. 01, 2013 | May. 31, 2015 | Dec. 31, 2014 | Jul. 16, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 23, 2014 |
Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Total purchase consideration | $ 320,000,000 | |||||||||||||||||
Sponsor acquisition-related expenses | $ 6,600,000 | |||||||||||||||||
Term Loan | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Pro forma, long-term debt | $ 207,500,000 | |||||||||||||||||
Term Loan | Credit Facility | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Debt instrument, face amount | 150,000,000 | |||||||||||||||||
Term Loan | Credit Facility | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 150,000,000 | |||||||||||||||||
Term Loan | Credit Facility | Sponsor Acquisition | LIBOR | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Debt instrument, initial interest rate floor | 1.00% | |||||||||||||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||||||||||||
Predecessor | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Sponsor acquisition-related expenses | $ 1,288,000 | $ 0 | $ 0 | $ 1,288,000 | $ 0 | |||||||||||||
Term loan borrowing | 0 | 0 | ||||||||||||||||
Payments of dividends | 28,533,000 | $ 19,362,000 | ||||||||||||||||
Predecessor | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, percentage of roll-over stock acquired | 14.00% | |||||||||||||||||
Sponsor acquisition-related expenses | $ 1,300,000 | |||||||||||||||||
Successor | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Sponsor acquisition-related expenses | $ 2,215,000 | $ 0 | $ 2,215,000 | $ 0 | ||||||||||||||
Deferred financing costs | $ 3,377,000 | 3,377,000 | 3,377,000 | 2,859,000 | 3,377,000 | |||||||||||||
Term loan borrowing | 200,000,000 | 7,500,000 | ||||||||||||||||
Payments of dividends | 59,755,000 | 22,285,000 | ||||||||||||||||
Founder contingent compensation-current portion | 593,000 | 593,000 | 593,000 | 25,197,000 | 593,000 | |||||||||||||
Successor | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Sponsor acquisition-related expenses | 2,200,000 | |||||||||||||||||
Deferred financing costs | 3,100,000 | $ 3,100,000 | 3,100,000 | $ 3,100,000 | ||||||||||||||
Contingent consideration expense | $ 8,400,000 | 18,300,000 | ||||||||||||||||
Founder contingent compensation-current portion | $ 25,200,000 | |||||||||||||||||
Achievement of Contribution Margin Benchmarks | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent consideration, period of recognition | 18 months | |||||||||||||||||
Contractual Payments Based on Performance Thresholds | Successor | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Founder contingent compensation-current portion | $ 18,500,000 | |||||||||||||||||
Contractual Payments Based on Performance Thresholds | Successor | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Founder contingent compensation-current portion | 18,500,000 | |||||||||||||||||
Estimated Payments Based on Tax Benefit Estimate | Successor | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Founder contingent compensation-current portion | 6,700,000 | |||||||||||||||||
Estimated Payments Based on Tax Benefit Estimate | Successor | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Founder contingent compensation-current portion | 6,700,000 | |||||||||||||||||
Borrowings on Term Loam | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Term loan borrowing | 50,000,000 | |||||||||||||||||
December 2014 Special Dividend | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payments of dividends | 59,800,000 | $ 22,300,000 | $ 59,800,000 | |||||||||||||||
Borrowings on the Term Loan and Revolving Credit Facility | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Proceeds from long-term borrowings | 22,500,000 | |||||||||||||||||
May 2015 Special Dividend | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payments of dividends | 22,300,000 | |||||||||||||||||
Former Holders of Topco Units | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Common shares owned (in shares) | 53,656,964 | |||||||||||||||||
Founder Employment Agreement | Founders | Achievement of Contribution Margin Benchmarks | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Executive cash payment (up to) | $ 10,000,000 | |||||||||||||||||
Contingent consideration arrangement, maximum expected amount | $ 26,700,000 | |||||||||||||||||
Founder Prepayment Agreement | Founders | Prepayment Agreement with Founders | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent consideration, liability per individual | $ 750,000 | |||||||||||||||||
IPO | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of shares issued in transaction (in shares) | 15,000,000 | |||||||||||||||||
Shares issued, price per share (USD per share) | $ 18 | |||||||||||||||||
Topco | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Percent of common shares owned (in shares) | 100.00% | |||||||||||||||||
Liquidation, price per share (USD per share) | $ 18 | |||||||||||||||||
TA Associates | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Shareholder, ownership percentage | 58.20% | |||||||||||||||||
Revolving Facility | Line of Credit | Sponsor Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Pro forma, long-term debt | $ 15,000,000 | |||||||||||||||||
Restricted Stock Awards | Former Holders of Topco Units | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Restricted stock owned (in shares) | 6,343,036 |
Business Overview - Schedule of
Business Overview - Schedule of Sponsor Acquisition (Details) - Sponsor Acquisition $ in Thousands | Jul. 17, 2014USD ($) |
Business Acquisition [Line Items] | |
Cash paid as purchase consideration | $ 280,750 |
Cash paid into escrow | 14,250 |
Value of equity issued | 25,000 |
Total purchase consideration | 320,000 |
Less: Cash and cash equivalents acquired | (548) |
Total purchase price-net of cash and cash equivalents acquired | 319,452 |
Current assets | 12,671 |
Property and equipment | 667 |
Current liabilities | (4,870) |
Total fair value of net assets acquired and liabilities assumed | 273,758 |
Excess purchase consideration over fair value of net assets acquired (goodwill) | 45,694 |
Customer relationships | |
Business Acquisition [Line Items] | |
Definite-lived identifiable intangible assets-customer relationships | $ 62,300 |
Definite-lived indefinable intangible assets useful life | 15 years |
Non-competition agreement | |
Business Acquisition [Line Items] | |
Definite-lived identifiable intangible assets-customer relationships | $ 90 |
Definite-lived indefinable intangible assets useful life | 7 years |
Trade names | |
Business Acquisition [Line Items] | |
Indefinite-lived identifiable intangible asset-trade name | $ 202,900 |
Business Overview - Sponsor Acq
Business Overview - Sponsor Acquisition Pro Forma Information (Unaudited) (Details) - Sponsor Acquisition - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Net sales | $ 132,357 | $ 55,710 |
Net income | $ 20,465 | $ (8,855) |
Basic and diluted net income per share (USD per share) | $ 0.30 | $ (0.13) |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Narrative (Details) | Aug. 03, 2015USD ($) | Apr. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 16, 2014USD ($) | Dec. 31, 2015USD ($)segmentshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Aug. 31, 2015USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Number of reportable segments | segment | 1 | |||||||||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | |||||||||
Allowance against trade accounts receivable | $ 2,300,000 | $ 3,000,000 | $ 2,300,000 | $ 3,000,000 | ||||||||
Customer Concentration Risk | Costco | Accounts Receivable | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Concentration risk, percentage | 15.00% | 18.00% | ||||||||||
Customer Concentration Risk | Sam's Club | Accounts Receivable | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Concentration risk, percentage | 13.00% | 31.00% | ||||||||||
Assemblers | Supplier Concentration Risk | Accounts Payable | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Concentration risk, percentage | 36.00% | 64.00% | ||||||||||
Sponsor Acquisition | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Contingent compensation accrual amount | 18,300,000 | $ 18,300,000 | ||||||||||
Contingent Consideration for Earn-Out Period | Paqui | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Contingent consideration, amount | $ 390,000 | |||||||||||
Loss on change in fair value of contingent consideration | 1,500,000 | |||||||||||
Notes Payable | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Debt instrument, face amount | $ 3,900,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 1.50% | |||||||||||
Unamortized discount | $ 200,000 | 100,000 | 100,000 | |||||||||
Notes Payable | Paqui | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Contingent consideration, amount | $ 3,715,000 | |||||||||||
Former Holders of Topco Units | Tax Receivable Agreement (TRA) | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Recorded tax payment obligation | $ 96,100,000 | |||||||||||
Retained Earnings | Former Holders of Topco Units | Tax Receivable Agreement (TRA) | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Issuance of tax receivable agreement | $ 96,100,000 | |||||||||||
Predecessor | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Compensation expense | $ 0 | 0 | ||||||||||
Successor | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Founder contingent compensation-current portion | 25,197,000 | 593,000 | 25,197,000 | $ 593,000 | ||||||||
Loss on change in fair value of contingent consideration | 1,521,000 | $ 0 | $ 0 | $ 0 | ||||||||
Allowance against trade accounts receivable | 2,272,000 | 2,961,000 | 2,272,000 | 2,961,000 | ||||||||
Compensation expense | 200,000 | 3,300,000 | ||||||||||
Issuance of tax receivable agreement | (96,130,000) | |||||||||||
Successor | Sponsor Acquisition | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Founder contingent compensation-current portion | 25,200,000 | 25,200,000 | ||||||||||
Successor | Contractual Payments Based on Performance Thresholds | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Founder contingent compensation-current portion | 18,500,000 | 18,500,000 | ||||||||||
Successor | Contractual Payments Based on Performance Thresholds | Sponsor Acquisition | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Founder contingent compensation-current portion | 18,500,000 | 18,500,000 | ||||||||||
Successor | Estimated Payments Based on Tax Benefit Estimate | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Founder contingent compensation-current portion | 6,700,000 | 6,700,000 | ||||||||||
Successor | Estimated Payments Based on Tax Benefit Estimate | Sponsor Acquisition | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Founder contingent compensation-current portion | 6,700,000 | 6,700,000 | ||||||||||
Successor | Notes Payable | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Unamortized discount | $ 147,000 | 0 | 147,000 | 0 | ||||||||
Sales and Marketing Expense | Predecessor | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Costs and fees relating to execution of in-store product demonstrations | $ 2,400,000 | $ 3,100,000 | ||||||||||
Sales and Marketing Expense | Successor | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Costs and fees relating to execution of in-store product demonstrations | 2,500,000 | $ 3,100,000 | ||||||||||
New Accounting Pronouncement, Early Adoption, Effect | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Net deferred tax assets-current portion | $ 2,200,000 | $ 2,200,000 | ||||||||||
Restricted Stock Units | Successor | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 15,922 | |||||||||||
Employee Stock Option | Successor | ||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 6,164 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Successor - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Founder contingent compensation-current portion | $ 25,197 | $ 593 | |
Founder contingent compensation-long term portion | 0 | 6,343 | |
Sponsor Acquisition | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Founder contingent compensation-current portion | 25,200 | ||
Level 3 | Fair value measurements, recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities | 27,108 | 6,936 | |
Level 3 | Sponsor Acquisition | Fair value measurements, recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Founder contingent compensation-current portion | 25,197 | 593 | |
Founder contingent compensation-long term portion | 0 | 6,343 | |
Total liabilities | 25,197 | 6,936 | $ 0 |
Level 3 | Paqui | Fair value measurements, recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 1,911 | $ 0 | $ 0 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of Founder Contingent Compensation Level 3 Activity (Details) - Successor - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Charge to expense | $ 0 | $ 1,521 | |
Sponsor Acquisition | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Charge to expense | 6,937 | 18,261 | |
Fair value measurements, recurring | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent compensation, beginning balance | 6,936 | ||
Contingent compensation, ending balance | 6,936 | 27,108 | $ 6,936 |
Fair value measurements, recurring | Sponsor Acquisition | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent compensation, beginning balance | 6,936 | 0 | |
Charge to expense | 18,261 | 8,436 | |
Payment | 0 | (1,500) | |
Contingent compensation, ending balance | $ 6,936 | $ 25,197 | $ 6,936 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Schedule of Contingent Consideration Level 3 Activity (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended | |
Apr. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Paqui | Contingent Consideration for Earn-Out Period | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value of contingent consideration at acquisition date | $ 390 | |||
Successor | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Founder contingent compensation / loss on change in fair value of contingent consideration | $ 0 | $ 1,521 | ||
Successor | Paqui | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Founder contingent compensation / loss on change in fair value of contingent consideration | 0 | 1,521 | ||
Level 3 | Fair value measurements, recurring | Successor | Paqui | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of the year | 0 | $ 0 | ||
Founder contingent compensation / loss on change in fair value of contingent consideration | 1,521 | 0 | ||
Balance at end of the year | $ 0 | 1,911 | 0 | |
Level 3 | Fair value measurements, recurring | Successor | Paqui | Contingent Consideration for Earn-Out Period | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value of contingent consideration at acquisition date | $ 390 | $ 0 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Schedule of Allowance of Doubtful Accounts (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts | Predecessor | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at Beginning of Period | $ 40 | $ 120 | $ 74 | |
Charged to Costs and Expenses | 0 | 46 | ||
Charged to Other Accounts | 0 | 0 | ||
Write-Offs and Adjustments | (80) | 0 | ||
Balance at End of Period | 40 | 120 | ||
Allowance for Doubtful Accounts | Successor | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at Beginning of Period | 40 | $ 100 | ||
Charged to Costs and Expenses | 60 | 0 | ||
Charged to Other Accounts | 0 | 0 | ||
Write-Offs and Adjustments | 0 | (100) | ||
Balance at End of Period | 100 | 40 | 0 | |
Promotional Activities | Predecessor | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at Beginning of Period | 903 | 1,557 | 44 | |
Charged to Costs and Expenses | 8,726 | 5,243 | ||
Charged to Other Accounts | 0 | 0 | ||
Write-Offs and Adjustments | (9,380) | (3,730) | ||
Balance at End of Period | 903 | $ 1,557 | ||
Promotional Activities | Successor | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at Beginning of Period | 903 | 2,861 | ||
Charged to Costs and Expenses | 11,357 | 28,455 | ||
Charged to Other Accounts | 0 | 0 | ||
Write-Offs and Adjustments | (9,399) | (29,044) | ||
Balance at End of Period | $ 2,861 | $ 903 | $ 2,272 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Customer Concentration Risk - Sales Revenue, Net | 1 Months Ended | 5 Months Ended | 12 Months Ended | |
Jul. 16, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Successor | Costco | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 36.00% | 31.00% | ||
Successor | Sam's Club | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 20.00% | 18.00% | ||
Predecessor | Costco | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 33.00% | 36.00% | ||
Predecessor | Sam's Club | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 22.00% | 22.00% |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Schedule of Earnings per Share/Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||||||
Jul. 16, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Successor | |||||||||||||
Numerator: | |||||||||||||
Net income | $ 2,126 | $ 4,410 | $ (2,989) | $ 3,560 | $ 4,904 | $ 2,613 | $ 4,738 | $ 9,885 | |||||
Denominator: | |||||||||||||
Basic and diluted weighted average shares/units outstanding (in shares) | 67,588,737 | 74,865,563 | 68,710,803 | 74,685,407 | 74,449,844 | 69,648,254 | 68,716,568 | 74,747,605 | |||||
Basic and diluted earnings per share/unit (USD per share) | $ 0.03 | $ 0.06 | $ (0.04) | $ 0.05 | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.13 | |||||
Predecessor | |||||||||||||
Numerator: | |||||||||||||
Net income | $ 1,987 | $ 16,879 | $ 11,714 | $ 30,581 | $ 24,758 | ||||||||
Denominator: | |||||||||||||
Basic and diluted weighted average shares/units outstanding (in shares) | 400 | 400 | 400 | 400 | 400 | ||||||||
Basic and diluted earnings per share/unit (USD per share) | $ 4,967.50 | $ 42,197.50 | $ 29,285 | $ 76,452.74 | $ 61,895.01 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - Paqui - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Apr. 30, 2015 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Business combination, total consideration net of cash acquired | $ 11,935 | |
Revenue of acquiree since acquisition date | $ 1,300 | |
General and Administrative Expenses | ||
Business Acquisition [Line Items] | ||
Acquisition-related expenses | $ 200 |
Acquisition - Schedule of Paqui
Acquisition - Schedule of Paqui Acquisition (Details) - Paqui $ in Thousands | 1 Months Ended |
Apr. 30, 2015USD ($) | |
Purchase consideration: | |
Cash paid as purchase consideration | $ 8,214 |
Total purchase consideration | 12,319 |
Less: cash and cash equivalents acquired | (384) |
Total purchase price-net of cash and cash equivalents acquired | 11,935 |
Fair value of net assets acquired and liabilities assumed: | |
Current assets | 174 |
Property and equipment | 31 |
Indefinite-lived identifiable intangible asset-trade name | 9,000 |
Definite-lived identifiable intangible assets-customer relationships | 1,310 |
Current liabilities | (307) |
Total fair value of net assets acquired and liabilities assumed | 10,208 |
Excess purchase consideration over fair value of net assets acquired (goodwill) | 1,727 |
Contingent Consideration for Earn-Out Period | |
Purchase consideration: | |
Fair value of liabilities incurred | 390 |
Notes Payable | |
Purchase consideration: | |
Fair value of liabilities incurred | $ 3,715 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Obsolete inventory reserve | $ 700,000 | $ 0 |
Successor | ||
Inventory [Line Items] | ||
Raw materials and packaging | 4,433,000 | 4,263,000 |
Finished goods | 2,396,000 | 2,067,000 |
Inventories, net | $ 6,829,000 | $ 6,330,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Predecessor | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 78 | $ 47 | ||
Successor | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 986 | $ 2,703 | ||
Less: accumulated depreciation | (240) | (550) | ||
Property and equipment, net | 746 | 2,153 | ||
Depreciation | 99 | 310 | ||
Successor | Machinery and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 929 | 1,128 | ||
Successor | Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 44 | 664 | ||
Successor | Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 13 | $ 911 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - Successor - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 45,694 | $ 0 |
Acquired during the year | 1,727 | 45,694 |
Goodwill, ending balance | $ 47,421 | $ 45,694 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Schedule of Indefinite and Finite Intangible Assets (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Successor | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Gross carrying amount | $ 265,290,000 | $ 275,600,000 | ||
Accumulated amortization | (1,904,000) | (6,132,000) | ||
Net carrying amount | 263,386,000 | 269,468,000 | ||
Amortization of intangible assets | 1,904,000 | 4,228,000 | ||
Successor | Customer relationships | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Gross carrying amount | 62,300,000 | 63,610,000 | ||
Accumulated amortization | (1,898,000) | (6,113,000) | ||
Net carrying amount | 60,402,000 | 57,497,000 | ||
Successor | Non-competition agreement | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Gross carrying amount | 90,000 | 90,000 | ||
Accumulated amortization | (6,000) | (19,000) | ||
Net carrying amount | 84,000 | 71,000 | ||
Successor | Trade names | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Gross carrying amount | 202,900,000 | 211,900,000 | ||
Net carrying amount | 202,900,000 | 211,900,000 | ||
Predecessor | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Amortization of intangible assets | $ 0 | $ 0 | ||
General and Administrative Expenses | Successor | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Amortization of intangible assets | $ 1,900,000 | $ 4,200,000 | ||
General and Administrative Expenses | Predecessor | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Amortization of intangible assets | $ 0 | $ 0 | ||
Weighted Average | ||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Remaining amortization period of intangible assets | 13 years 7 months 6 days |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,016 | $ 4,254 |
2,017 | 4,254 |
2,018 | 4,254 |
2,019 | 4,254 |
2,020 | 4,254 |
Thereafter | $ 36,298 |
Deferred Financing Costs (Detai
Deferred Financing Costs (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Successor | ||||
Entity Information [Line Items] | ||||
Deferred financing costs | $ 3,669,000 | $ 3,953,000 | ||
Less: accumulated amortization | (292,000) | (1,094,000) | ||
Deferred financing costs, net | 3,377,000 | 2,859,000 | ||
Interest Expense | Predecessor | ||||
Entity Information [Line Items] | ||||
Deferred financing amortization expense | $ 0 | $ 0 | ||
Interest Expense | Successor | ||||
Entity Information [Line Items] | ||||
Deferred financing amortization expense | $ 300,000 | $ 800,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - Successor - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Entity Information [Line Items] | ||
Accrued income taxes | $ 437 | $ 1,012 |
Unbilled inventory | 693 | 1,178 |
Accrued commissions | 629 | 805 |
Accrued bonuses | 2,545 | 536 |
Accrued marketing expense | 89 | 411 |
Accrued professional fees | 398 | 145 |
Other accrued liabilities | 439 | 257 |
Total accrued liabilities | $ 5,230 | $ 4,344 |
Long-Term Debt and Line of Cr60
Long-Term Debt and Line of Credit - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Total debt | $ 201,217,000 | ||
Successor | |||
Debt Instrument [Line Items] | |||
Total debt | 201,070,000 | $ 200,000,000 | |
Less: Current portion | (12,750,000) | (10,000,000) | |
Long-term debt | 188,320,000 | 190,000,000 | |
Term Loan | Successor | |||
Debt Instrument [Line Items] | |||
Total debt | 197,313,000 | 200,000,000 | |
Notes Payable | |||
Debt Instrument [Line Items] | |||
Unamortized discount | 100,000 | $ 200,000 | |
Notes Payable | Successor | |||
Debt Instrument [Line Items] | |||
Total debt | 3,757,000 | 0 | |
Unamortized discount | $ 147,000 | $ 0 |
Long-Term Debt and Line of Cr61
Long-Term Debt and Line of Credit - Narrative (Details) | May. 29, 2015USD ($) | Dec. 23, 2014USD ($) | May. 06, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2015USD ($) | Dec. 31, 2014 | Jul. 17, 2014USD ($) |
Third Amended Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, interest rate period end | 5.50% | 5.50% | ||||||
Debt instrument, covenant, fixed charge coverage ratio, minimum (no less than) | 1.10 | |||||||
Debt instrument, covenant, percent of excess cash flow | 50.00% | |||||||
Mandatory prepayment, percentage of excess cash flow, stepdown to 25% | 25.00% | |||||||
Mandatory prepayment, percentage of excess cash flow, stepdown to 0% | 0.00% | |||||||
Maximum amount of dividends or distributions allowed (not to exceed) | $ 5,000,000 | |||||||
Amount subject to first priority lien (at least) | $ 5,000,000 | |||||||
Third Amended Credit Facility | Scenario One, Total Funded Debt to Consolidated EBTIDA Ratio | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, covenant, EBITDA ratio, maximum (up to) | 4.25 | |||||||
Third Amended Credit Facility | Scenario Two, Total Funded Debt to Consolidated EBTIDA Ratio | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, covenant, EBITDA ratio, maximum (up to) | 2.25 | |||||||
Revolving Facility | Third Amended Credit Facility | Federal Funds Rate | Scenario B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
Revolving Facility | Third Amended Credit Facility | Eurodollar | Scenario A | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||
Revolving Facility | Third Amended Credit Facility | Eurodollar | Scenario B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||
Revolving Facility | Third Amended Credit Facility | Base Rate | Scenario B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, minimum effective interest rate | 2.00% | |||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||
Term Loan | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 2,500,000 | |||||||
Term Loan | Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 150,000,000 | |||||||
Term Loan | Second Amended Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 200,000,000 | |||||||
Proceeds from issuance of debt | $ 50,000,000 | |||||||
Term Loan | Third Amended Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 205,000,000 | |||||||
Proceeds from issuance of debt | 7,500,000 | |||||||
Repayments of debt | $ 2,500,000 | |||||||
Debt instrument, periodic payment | $ 2,600,000 | |||||||
Term Loan | Third Amended Credit Facility | Federal Funds Rate | Scenario B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
Term Loan | Third Amended Credit Facility | Eurodollar | Scenario A | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||
Term Loan | Third Amended Credit Facility | Eurodollar | Scenario B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||
Term Loan | Third Amended Credit Facility | Base Rate | Scenario B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, minimum effective interest rate | 2.00% | |||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||
Line of Credit | Revolving Facility | Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 50,000,000 | $ 7,500,000 | ||||||
Line of Credit | Revolving Facility | Third Amended Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 25,000,000 | |||||||
Credit facility, increased amount | 17,500,000 | |||||||
Draws from revolving credit facility | $ 15,000,000 | |||||||
Credit facility, commitment fee percentage | 0.50% | |||||||
Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 3,900,000 | |||||||
Debt instrument, interest rate, stated percentage | 1.50% | |||||||
Unamortized discount | $ 100,000 | $ 200,000 |
Long-Term Debt and Line of Cr62
Long-Term Debt and Line of Credit - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 12,750 |
2,017 | 10,250 |
2,018 | 14,155 |
2,019 | 164,062 |
2,020 | 0 |
Total debt | $ 201,217 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Aug. 03, 2015USD ($) | Jul. 18, 2014 | Aug. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 16, 2014USD ($) | Dec. 31, 2015USD ($)consulting_agreement | Dec. 31, 2013USD ($) | Jul. 17, 2014USD ($) |
Tax Receivable Agreement (TRA) | ||||||||
Related Party Transaction [Line Items] | ||||||||
U.S. federal, state and local realized tax benefit, percent retained | 15.00% | |||||||
Former Holders of Topco Units | Tax Receivable Agreement (TRA) | ||||||||
Related Party Transaction [Line Items] | ||||||||
U.S. federal, state and local realized tax benefit, percent paid | 85.00% | |||||||
Recorded tax payment obligation | $ 96,100,000 | |||||||
Estimated annual tax payment | $ 6,600,000 | |||||||
Estimated annual tax payment, payment period (up to) | 12 months | |||||||
Successor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of tax receivable agreement | $ (96,130,000) | |||||||
Sponsor Acquisition | Founders | Founder Employment Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business combination, annual base salary obligation | $ 200,000 | |||||||
Achievement of Contribution Margin Benchmarks | Sponsor Acquisition | Founders | Founder Employment Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Executive cash payment (up to) | $ 10,000,000 | |||||||
Precision Capital Group LLC | Shareholder | Sales Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fees from related party | 0 | |||||||
Precision Capital Group LLC | Shareholder | Business Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fees from related party | $ 0 | |||||||
Precision Capital Group LLC | Predecessor | Shareholder | Consulting Service Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of consulting agreements | consulting_agreement | 2 | |||||||
Precision Capital Group LLC | Predecessor | Shareholder | Transition Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fees from related party | $ 300,000 | |||||||
Consulting services provided, contracted period | 90 days | |||||||
Precision Capital Group LLC | Successor | Shareholder | Sales Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fees from related party | 0 | |||||||
Precision Capital Group LLC | Successor | Shareholder | Business Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fees from related party | $ 0 | |||||||
Sales and Marketing Expense | Precision Capital Group LLC | Predecessor | Shareholder | Sales Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fees from related party | $ 900,000 | $ 600,000 | ||||||
Sales and Marketing Expense | Precision Capital Group LLC | Predecessor | Shareholder | Business Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fees from related party | 100,000 | $ 100,000 | ||||||
Business Combination, Acquisition Related Costs | Precision Capital Group LLC | Predecessor | Shareholder | Transition Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fees from related party | $ 500,000 | |||||||
Additional Paid in Capital | Former Holders of Topco Units | Tax Receivable Agreement (TRA) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of tax receivable agreement | $ 96,100,000 | |||||||
Additional Paid in Capital | Successor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of tax receivable agreement | $ (96,130,000) |
Related Party transactions - Fu
Related Party transactions - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |
2,016 | $ 361 |
2,017 | 360 |
Total | 3,106 |
Monticello Partners LLC | Monticello Partners LLC Lease Agreement | Affiliated Entity | |
Related Party Transaction [Line Items] | |
2,016 | 28 |
2,017 | 19 |
Total | $ 47 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | Apr. 29, 2015 | Feb. 26, 2015 | Dec. 31, 2015 |
Long-term Purchase Commitment, Fiscal Year Maturity [Abstract] | |||
Operating lease, office rental term | 9 years | ||
Successor | |||
Long-term Purchase Commitment, Fiscal Year Maturity [Abstract] | |||
Operating leases rent expense | $ 0.3 | ||
Inventories | Film and corrugate | |||
Long-term Purchase Commitment, Fiscal Year Maturity [Abstract] | |||
Payments for purchase commitment | $ 1.9 | ||
Inventories | Popcorn kernels and sunflower oil | |||
Long-term Purchase Commitment [Line Items] | |||
Long-term purchase commitment, amount | 19.4 | ||
Long-term Purchase Commitment, Fiscal Year Maturity [Abstract] | |||
Due in 2016 | 12.8 | ||
Due in 2017 | 4 | ||
Due in 2018 | $ 2.6 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Rental Commitments for Noncancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 361 |
2,017 | 360 |
2,018 | 349 |
2,019 | 358 |
2,020 | 366 |
Thereafter | 1,312 |
Total | $ 3,106 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) (Details) - Successor - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | |
Current: | ||||||||
Federal | $ 5,224 | $ 4,914 | ||||||
State | 1,388 | 1,166 | ||||||
Total current | 6,612 | 6,080 | ||||||
Deferred: | ||||||||
Federal | (2,478) | 6,769 | ||||||
State | (648) | 1,472 | ||||||
Total deferred | (3,126) | 8,241 | ||||||
Deferred income taxes | $ 1,754 | $ 3,229 | $ 4,118 | $ 3,074 | $ 3,900 | $ 1,732 | $ 3,486 | $ 14,321 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Income Taxes (Details) - Successor - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Allowance for bad debt | $ 0 | $ 40 |
Allowance for promotional activity | 898 | 1,120 |
Accrued expenses and other | 292 | 682 |
Inventories | 968 | 490 |
Acquisition costs | 141 | 897 |
Contingent compensation | 1,391 | 2,569 |
Stock compensation | 29 | 0 |
Total deferred tax assets | 3,719 | 5,798 |
Deferred tax liabilities: | ||
Prepaid expenses | 0 | (136) |
Deferred Tax Liabilities, Deferred Expense, Deferred Financing Costs | (12) | 0 |
Depreciation and amortization | (8,822) | (2,536) |
Total deferred tax liabilities | (8,834) | (2,672) |
Net deferred tax (liabilities) assets | $ (5,115) | |
Net deferred tax (liabilities) assets | $ 3,126 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Successor | ||
Entity Information [Line Items] | ||
Income tax at U.S. statutory rate | 35.00% | 35.00% |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - Successor | 5 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Entity Information [Line Items] | ||
Income tax at U.S. statutory rate | 35.00% | 35.00% |
State taxes, net of federal benefit | 5.80% | 7.10% |
Stock compensation expense | 0.00% | 4.60% |
Transaction related services | 0.00% | 13.00% |
Other permanent items | 1.10% | (0.60%) |
Other | 0.50% | 0.10% |
Income tax provision effective rate | 42.40% | 59.20% |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Jun. 10, 2015 | Feb. 24, 2015 | Dec. 04, 2014 | Dec. 31, 2015 | Nov. 30, 2015 | Jul. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Probability initial public offering is completed | 90.00% | 60.00% | ||||||
Probability sale of company is completed | 10.00% | 40.00% | ||||||
Risk adjusted discount rate | 10.00% | 12.00% | ||||||
Liquidity event term | 2 months | 6 months | ||||||
Initial public offering scenario, risk adjusted discount rate | 10.00% | 12.00% | ||||||
Sale of company scenario, risk adjusted discount rate | 5.00% | 8.00% | ||||||
2015 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares reserved (in shares) | 13,050,000 | 13,050,000 | ||||||
Number of shares available for issuance (in shares) | 5,546,767 | 5,546,767 | ||||||
2015 Plan | Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit vesting period | 24 months | |||||||
Compensation expense recorded during the period | $ 100 | |||||||
Issued (in shares) | 6,343,036 | |||||||
2015 Plan | Restricted Stock Units | Share-based Compensation Award, First Anniversary Vesting Amount | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit vesting rights percentage | 33.333% | |||||||
2015 Plan | Restricted Stock Units | Share-based Compensation Award, Monthly Vesting Amount Over 36-Month Term | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit vesting rights percentage | 2.778% | |||||||
Class C Units | 2014 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Time to liquidity event | 2 years | 2 years | ||||||
Dividend yield | 0.00% | |||||||
Lack of marketability discount | 16.00% | |||||||
Successor | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense recorded during the period | $ 200 | $ 3,300 | ||||||
Successor | 2015 Plan | Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Compensation expense recorded during the period | $ 7,000 | |||||||
Time to liquidity event | 5 years | |||||||
Dividend yield | 0.00% | |||||||
Successor | 2015 Plan | Employee Stock Option | Share-based Compensation Award, First Anniversary Vesting Amount | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit vesting rights percentage | 33.333% | |||||||
Unit vesting period | 24 months | |||||||
Successor | 2015 Plan | Employee Stock Option | Share-based Compensation Award, Monthly Vesting Amount Over 36-Month Term | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit vesting rights percentage | 2.778% | |||||||
Successor | 2015 Plan | Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued (in shares) | 98,500 | |||||||
Successor | 2015 Plan | Restricted Stock Awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense recorded during the period | $ 200 | $ 3,200 | ||||||
Issued (in shares) | 6,343,036 | |||||||
Successor | Class C Units | 2014 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Converted (in shares) | (12,182,050) | |||||||
Successor | Class C Units | 2014 Equity Incentive Plan | Share-based Compensation Award, First Anniversary Vesting Amount | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit vesting rights percentage | 25.00% | |||||||
Successor | Class C Units | 2014 Equity Incentive Plan | Share-based Compensation Award, Monthly Vesting Amount Over 36-Month Term | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit vesting rights percentage | 2.0833% | |||||||
Unit vesting period | 36 months |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Fair Value Assumptions of Stock Options (Details) - Successor - 2015 Plan - Employee Stock Option | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 34.00% |
Expected dividend yield | 0.00% |
Expected option term | 5 years |
Risk-free interest rate | 1.72% |
Equity-Based Compensation - S73
Equity-Based Compensation - Schedule of Stock Option Activity (Details) - Successor - 2015 Plan - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding as of January 1, 2015 (in shares) | 0 |
Granted (in shares) | 150,000 |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Outstanding as of December 31, 2015 (in shares) | 150,000 |
Exercisable as of December 31, 2015 (in shares) | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Outstanding as of January 1, 2015 (USD per share) | $ 0 |
Granted (USD per share) | 10.72 |
Exercised (USD per share) | 0 |
Forfeited (USD per share) | 0 |
Outstanding as of December 31, 2015 (USD per share) | $ 10.72 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Remaining Contractual Life [Abstract] | |
Granted | 10 years |
Outstanding as of December 31, 2015 | 10 years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding as of January 1, 2015 (USD per share) | $ 0 |
Granted (USD per share) | 3.50 |
Exercised (USD per share) | 0 |
Forfeited (USD per share) | 0 |
Outstanding as of December 31, 2015 (USD per share) | $ 3.50 |
Unamortized costs at December 31, 2015 | $ 518 |
Aggregate intrinsic value of outstanding stock options at December 31, 2015 | $ 120 |
Weighted Average | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average remaining vesting term as of December 31, 2015 | 36 months |
Equity-Based Compensation - S74
Equity-Based Compensation - Schedule of Unvested Restricted Stock Units Activity (Details) - 2015 Plan - Restricted Stock Units $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Dec. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Issued (in shares) | 6,343,036 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average remaining vesting term as of December 31, 2015 | 24 months | |
Successor | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested as of January 1, 2015 (in shares) | 0 | |
Issued (in shares) | 98,500 | |
Forfeited (in shares) | 0 | |
Vested (in shares) | 0 | |
Unvested as of December 31, 2015 (in shares) | 98,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Unvested as of January 1, 2015 (USD per share) | $ / shares | $ 0 | |
Issued (USD per share) | $ / shares | 12.65 | |
Forfeited (USD per share) | $ / shares | 0 | |
Vested (USD per share) | $ / shares | 0 | |
Unvested as of December 31, 2015 (USD per share) | $ / shares | $ 12.65 | |
Unamortized costs at December 31, 2015 | $ | $ 1 | |
Weighted Average | Successor | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average remaining vesting term as of December 31, 2015 | 34 months |
Equity-Based Compensation - S75
Equity-Based Compensation - Schedule of Unvested Restricted Stock Award Activity (Details) - Successor - 2015 Plan - Restricted Stock Awards - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested as of January 1, 2015 (in shares) | 0 |
Issued (in shares) | 6,343,036 |
Forfeited (in shares) | (156,530) |
Vested (in shares) | (1,194,648) |
Unvested as of December 31, 2015 (in shares) | 4,991,858 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested as of January 1, 2015 (USD per share) | $ 0 |
Issued (USD per share) | 1.37 |
Forfeited (USD per share) | 1 |
Vested (USD per share) | 1.10 |
Unvested as of December 31, 2015 (USD per share) | $ 1.45 |
Unamortized costs at December 31, 2015 | $ 8,104 |
Weighted Average | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average remaining vesting term as of December 31, 2015 | 32 months |
Equity-Based Compensation - S76
Equity-Based Compensation - Schedule of Unvested Inventive Units Activity (Details) - Successor - 2014 Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Class C-1 Units | Time Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested as of January 1, 2015 (in shares) | shares | 6,955,194 |
Issued (in shares) | shares | 1,151,419 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (1,106,172) |
Converted (in shares) | shares | (7,000,441) |
Unvested as of December 31, 2015 (in shares) | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested as of January 1, 2015 (USD per share) | $ / shares | $ 0.95 |
Issued (USD per share) | $ / shares | 1.60 |
Forfeited (USD per share) | $ / shares | 0 |
Vested (USD per share) | $ / shares | 0.95 |
Converted (USD per share) | $ / shares | 1.06 |
Unvested as of December 31, 2015 (USD per share) | $ / shares | $ 0 |
Class C-2 Units | Time and Performance Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested as of January 1, 2015 (in shares) | shares | 5,571,410 |
Issued (in shares) | shares | 477,869 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (867,670) |
Converted (in shares) | shares | (5,181,609) |
Unvested as of December 31, 2015 (in shares) | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested as of January 1, 2015 (USD per share) | $ / shares | $ 0.18 |
Issued (USD per share) | $ / shares | 0.97 |
Forfeited (USD per share) | $ / shares | 0 |
Vested (USD per share) | $ / shares | 0.18 |
Converted (USD per share) | $ / shares | 0.25 |
Unvested as of December 31, 2015 (USD per share) | $ / shares | $ 0 |
Equity-Based Compensation - S77
Equity-Based Compensation - Schedule of Key Assumptions used in Calculation of OPM Allocation (Details) - 2014 Equity Incentive Plan - Class C Units | Dec. 04, 2014 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Time to liquidity event | 2 years | 2 years |
Volatility | 30.00% | |
Risk-free rate | 0.55% | |
Dividend yield | 0.00% | |
Lack of marketability discount | 16.00% |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||||||
Jul. 16, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Successor | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Net Sales | $ 30,957 | $ 46,372 | $ 45,914 | $ 47,354 | $ 44,275 | $ 33,047 | $ 64,004 | $ 183,915 | |||||
Successor | United States | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Net Sales | 60,833 | 174,306 | |||||||||||
Successor | Canada | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Net Sales | $ 3,171 | $ 9,609 | |||||||||||
Predecessor | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Net Sales | $ 7,185 | $ 35,462 | $ 25,706 | $ 68,353 | $ 55,710 | ||||||||
Predecessor | United States | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Net Sales | 64,809 | 54,587 | |||||||||||
Predecessor | Canada | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Net Sales | $ 3,544 | $ 1,123 |
Stockholders'_Members' Equity (
Stockholders'/Members' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 04, 2015 | Jan. 01, 2013 | May. 31, 2015 | Dec. 31, 2014 |
December 2014 Special Dividend | Sponsor Acquisition | ||||
Business Acquisition [Line Items] | ||||
Payments of dividends | $ 59.8 | $ 22.3 | $ 59.8 | |
IPO | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in transaction (in shares) | 15,000,000 | |||
Shares issued, price per share (USD per share) | $ 18 |
Quarterly Financial Informati80
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||||||
Jul. 16, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 16, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Successor | |||||||||||||
Net Sales | $ 30,957 | $ 46,372 | $ 45,914 | $ 47,354 | $ 44,275 | $ 33,047 | $ 64,004 | $ 183,915 | |||||
Cost of goods sold | 14,255 | 20,185 | 20,260 | 20,661 | 19,866 | 14,469 | 28,724 | 80,972 | |||||
Gross profit | 16,702 | 26,187 | 25,654 | 26,693 | 24,409 | 18,578 | 35,280 | 102,943 | |||||
Sales & marketing expenses | 3,261 | 4,747 | 5,146 | 5,016 | 3,618 | 3,715 | 6,977 | 18,527 | |||||
General & administrative expenses | 5,493 | 9,176 | 16,068 | 11,985 | 9,032 | 8,118 | 13,611 | 46,261 | |||||
Loss on change in fair value of contingent consideration | 1,521 | 0 | 0 | 0 | |||||||||
Sponsor acquisition-related expenses | 2,215 | 0 | 2,215 | 0 | |||||||||
Total operating expenses | 10,969 | 15,444 | 21,214 | 17,001 | 12,650 | 11,833 | 22,803 | 66,309 | |||||
Operating income | 5,733 | 10,743 | 4,440 | 9,692 | 11,759 | 6,745 | 12,477 | 36,634 | |||||
Interest expense | 1,853 | 3,104 | 3,311 | 3,058 | 2,955 | 2,400 | 4,253 | 12,428 | |||||
Income before income taxes | 3,880 | 7,639 | 1,129 | 6,634 | 8,804 | 4,345 | 8,224 | 24,206 | |||||
Income tax expense | 1,754 | 3,229 | 4,118 | 3,074 | 3,900 | 1,732 | 3,486 | 14,321 | |||||
Net income | $ 2,126 | $ 4,410 | $ (2,989) | $ 3,560 | $ 4,904 | $ 2,613 | $ 4,738 | $ 9,885 | |||||
Basic and diluted earnings per share/unit (USD per share) | $ 0.03 | $ 0.06 | $ (0.04) | $ 0.05 | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.13 | |||||
Basic and diluted weighted average shares/units outstanding (in shares) | 67,588,737 | 74,865,563 | 68,710,803 | 74,685,407 | 74,449,844 | 69,648,254 | 68,716,568 | 74,747,605 | |||||
Predecessor | |||||||||||||
Net Sales | $ 7,185 | $ 35,462 | $ 25,706 | $ 68,353 | $ 55,710 | ||||||||
Cost of goods sold | 2,719 | 15,332 | 11,378 | 29,429 | 23,054 | ||||||||
Gross profit | 4,466 | 20,130 | 14,328 | 38,924 | 32,656 | ||||||||
Sales & marketing expenses | 1,065 | 2,652 | 1,945 | 5,661 | 5,938 | ||||||||
General & administrative expenses | 126 | 599 | 669 | 1,394 | 1,960 | ||||||||
Sponsor acquisition-related expenses | 1,288 | 0 | 0 | 1,288 | 0 | ||||||||
Total operating expenses | 2,479 | 3,251 | 2,614 | 8,343 | 7,898 | ||||||||
Operating income | 1,987 | 16,879 | 11,714 | 30,581 | 24,758 | ||||||||
Interest expense | 0 | 0 | 0 | 0 | 0 | ||||||||
Income before income taxes | 1,987 | 16,879 | 11,714 | 30,581 | 24,758 | ||||||||
Income tax expense | 0 | 0 | 0 | 0 | 0 | ||||||||
Net income | $ 1,987 | $ 16,879 | $ 11,714 | $ 30,581 | $ 24,758 | ||||||||
Basic and diluted earnings per share/unit (USD per share) | $ 4,967.50 | $ 42,197.50 | $ 29,285 | $ 76,452.74 | $ 61,895.01 | ||||||||
Basic and diluted weighted average shares/units outstanding (in shares) | 400 | 400 | 400 | 400 | 400 | ||||||||
IPO | General and Administrative Expenses | Successor | |||||||||||||
Payments of stock issuance costs | $ 6,700 | $ 1,900 | $ 700 |
Subsequent Events (Details)
Subsequent Events (Details) - Sponsor Acquisition - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 31, 2016 | Jul. 01, 2016 | |
Forecast | Estimated Payments Based on Tax Benefit Estimate | ||
Subsequent Event [Line Items] | ||
Founder contingent compensation-current portion | $ 2,200 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Payment for contingent compensation | $ 23,000 | |
Subsequent Event | Estimated Payments Based on Tax Benefit Estimate | ||
Subsequent Event [Line Items] | ||
Payment for contingent compensation | 4,500 | |
Subsequent Event | Contractual Payments Based on Performance Thresholds | ||
Subsequent Event [Line Items] | ||
Payment for contingent compensation | $ 18,500 |