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Section 1: 10-Q (10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from       to       
Commission File Number: 001-37530
 
Amplify Snack Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
Delaware
 
47-1254894
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
500 West 5th Street, Suite 1350
Austin, Texas 78701
(Address of principal executive offices)
512.600.9893
(Registrant’s Telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
o
  
Accelerated filer
 
o
 
Non-accelerated filer
 
x  (do not check if a smaller reporting company)
  
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Yes  o  No  x
As of August 5, 2016, there were 74,798,232 shares of the registrant’s common stock outstanding.
 


Table of Contents

FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2016
TABLE OF CONTENTS 
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited, in thousands, except share data)

 
June 30,
2016
 
December 31,
2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
7,413

 
$
18,751

Accounts receivable, net of allowances of $3,016 and $2,272, respectively
17,051

 
11,977

Inventories
10,266

 
6,829

Other current assets
1,357

 
1,293

Total current assets
36,087

 
38,850

Property and equipment, net
2,860

 
2,153

Other assets:
 
 
 
Goodwill
56,137

 
47,421

Intangible assets, net
279,294

 
269,468

Other assets
55

 
40

Total assets
$
374,433

 
$
357,932

Liabilities and shareholders' equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
12,783

 
$
9,302

Accrued liabilities
5,080

 
5,230

Senior term loan-current portion
10,250

 
12,750

Founder contingent consideration
2,197

 
25,197

Tax receivable obligation-current portion
6,632

 
6,632

Notes payable, net-current portion
977

 

Other current liabilities
785

 
217

Total current liabilities
38,704

 
59,328

Long-term liabilities:
 
 
 
Senior term loan
177,006

 
181,704

Revolving credit facility
15,000

 

Notes payable, net
6,606

 
3,757

Net deferred tax liabilities
7,850

 
5,115

Tax receivable obligation
89,498

 
89,498

Other liabilities
5,485

 
3,107

Total long-term liabilities
301,445

 
283,181

Commitment and contingencies (Note 10)

 

Shareholders' Equity:
 
 
 
Common stock, $0.0001 par value, 375,000,000 shares authorized at June 30, 2016 and December 31, 2015 and 74,798,232 and 74,843,470 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
7

 
8

Additional paid in capital
2,484

 
793

Common stock held in treasury, at par, 3,956,063 and 4,991,858 shares at June 30, 2016 and December 31, 2015, respectively

 
(1
)
Retained earnings
31,793

 
14,623

Total shareholders' equity
34,284

 
15,423

Total liabilities and shareholders' equity
$
374,433

 
$
357,932



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents

AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(unaudited, in thousands, except shares outstanding and per share information)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
59,866

 
$
47,354

 
$
114,211

 
$
91,629

Cost of goods sold
27,318

 
20,661

 
53,245

 
40,527

Gross profit
32,548

 
26,693

 
60,966

 
51,102

Sales & marketing expenses
7,969

 
5,016

 
13,648

 
8,634

General & administrative expenses
6,285

 
11,985

 
11,717

 
21,017

Total operating expenses
14,254

 
17,001

 
25,365

 
29,651

Operating income
18,294

 
9,692

 
35,601

 
21,451

Interest expense
3,126

 
3,058

 
6,152

 
6,013

Income before income taxes
15,168

 
6,634

 
29,449

 
15,438

Income tax expense
6,400

 
3,074

 
12,279

 
6,974

Net income
8,768

 
3,560

 
17,170

 
8,464

Other comprehensive income, net of income taxes

 

 

 

Comprehensive income
$
8,768

 
$
3,560

 
$
17,170

 
$
8,464

 
 
 
 
 
 
 
 
Basic and diluted earnings per share
$
0.12

 
$
0.05

 
$
0.23

 
$
0.11

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
74,798,232

 
74,685,407

 
74,818,584

 
74,568,277

Diluted
74,847,862

 
74,685,407

 
74,846,083

 
74,568,277





















The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents

AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders' Equity
(unaudited, in thousands, except for share data)

 
Common Stock
 
Additional Paid
in Capital
 
Treasury Stock
 
Retained
Earnings
 
Total
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
 
BALANCE—December 31, 2014
75,000,000

 
$
8

 
$
116,423

 
7,411,263

 
$
(1
)
 
$
4,738

 
$
121,168

Net income

 

 

 

 

 
8,464

 
8,464

Capital distributions

 

 
(22,285
)
 

 

 

 
(22,285
)
Equity-based incentive compensation

 

 
1,398

 

 

 

 
1,398

BALANCE—June 30, 2015
75,000,000

 
$
8

 
$
95,536

 
7,411,263

 
$
(1
)
 
$
13,202

 
$
108,745


 
Common Stock
 
Additional Paid
in Capital
 
Treasury Stock
 
Retained
Earnings
 
Total
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
 
BALANCE—December 31, 2015
74,843,470

 
$
8

 
$
793

 
4,991,858

 
$
(1
)
 
$
14,623

 
$
15,423

Net income

 

 

 

 

 
17,170

 
17,170

Vesting of restricted stock awards

 

 

 
(990,557
)
 

 

 

Forfeiture of restricted stock awards
(45,238
)
 
(1
)
 

 
(45,238
)
 
1

 

 

Equity-based incentive compensation

 

 
1,691

 

 

 

 
1,691

BALANCE—June 30, 2016
74,798,232

 
$
7

 
$
2,484

 
3,956,063

 
$

 
$
31,793

 
$
34,284


















The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)

 
Six Months Ended June 30,
 
2016
 
2015
Operating activities:
 
 
 
Net income
$
17,170

 
$
8,464

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
Depreciation
275

 
108

Amortization of intangible assets
2,154

 
2,101

Amortization of deferred financing costs and debt discount
451

 
389

Deferred income taxes
2,735

 
5,593

Equity-based compensation expense
2,169

 
1,438

Loss on disposal of property and equipment
29

 

Founder contingent compensation

 
9,203

Changes in operating assets and liabilities, net of effects of acquisition:
 
 
 
Accounts receivable
(4,349
)
 
(3,686
)
Inventories
(2,116
)
 
1,073

Other assets
99

 
(4,454
)
Accounts payable
2,370

 
4,626

Accrued and other liabilities
(177
)
 
622

Payments of founder contingent compensation
(23,000
)
 

Net cash (used in) provided by operating activities
(2,190
)
 
25,477

Investing activities:
 
 
 
Acquisition of Boundless Nutrition, LLC, net of cash acquired
(16,322
)
 

Acquisition of Paqui, LLC, net of cash acquired

 
(7,830
)
Acquisition of property and equipment
(246
)
 
(311
)
Net cash used in investing activities
(16,568
)
 
(8,141
)
Financing activities:
 
 
 
Capital distributions

 
(22,285
)
Term loan borrowing

 
7,500

Payments on term loan
(7,580
)
 
(5,062
)
Draws on revolving credit facility
15,000

 
15,000

Payments on revolving credit facility

 
(5,000
)
Deferred financing costs

 
(169
)
Net cash provided by (used in) financing activities
7,420

 
(10,016
)
(Decrease) increase in cash and cash equivalents
(11,338
)
 
7,320

Cash and cash equivalents—Beginning of period
18,751

 
5,615

Cash and cash equivalents—End of period
$
7,413

 
$
12,935

Supplemental disclosure of cash flow information:
 
 
 
Income taxes paid
$
9,543

 
$
6,887

Interest paid
$
5,623

 
$
5,616

 
 
 
 
Non-cash activities during the period:
 
 
 
Issuance of notes payable as consideration
$
3,776

 
$
3,806

Contingent consideration
$
1,730

 
$
595

Working capital/tax holdback
$
200

 
$

Acquisition of property and equipment via financing
$

 
$
833





The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)



1. 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 9 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 12 for more details on the Company's restricted stock.
Secondary Public Offering
On May 19, 2016, the Company completed a secondary public offering in which 11,500,000 common shares of the Company were sold by selling stockholders to the public at a price of $11.25 per share. The selling stockholders, which included certain of our directors, received all the proceeds from the sale of shares in the offering. The Company did not receive any proceeds from the sale of shares in the offering and incurred approximately $0.6 million of offering-related expenses during the three and six months ended June 30, 2016, which is included as part of general and administrative expense in the accompanying condensed consolidated statements of comprehensive income.
As of June 30, 2016, investment funds affiliated with TA Associates, L.P., a private equity entity ("TA Associates") beneficially owned 44.3% of our outstanding common shares and are able to exercise a significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
SkinnyPop Popcorn LLC Acquisition
On July 17, 2014, SkinnyPop Popcorn LLC ("SkinnyPop") was acquired by investment funds affiliated with TA Associates for aggregate purchase consideration of $320 million, which included rollover stock from existing equity holders in SkinnyPop valued at $25 million. The aggregate purchase consideration, plus transaction-related expenses and financing costs, was funded by TA Associates' equity investment in Topco, as well as from certain members of management and net proceeds from a $150 million term loan borrowing. Refer to Note 8 for additional details on the Company's term loan facility.


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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015, the interim condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2016 and June 30, 2015, the interim condensed consolidated statement of shareholders' equity for the six months ended June 30, 2016 and June 30, 2015, and the interim condensed consolidated statements of cash flows for the six months ended June 30, 2016 and June 30, 2015, are unaudited.
Interim Financial Statements
The accompanying unaudited interim condensed consolidated financial statements of Amplify Snack Brands, Inc. (“Condensed Consolidated Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required for annual financial statements. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The Condensed Consolidated Financial Statements have been prepared on the same basis as the audited consolidated financial statements at and for the fiscal year ended December 31, 2015, and in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, with the exception of retrospective adoption of ASU 2015-03 as discussed herein, necessary for the fair presentation of the financial position as of June 30, 2016 and results of our operations for the three and six months ended June 30, 2016 and June 30, 2015, and cash flows for the six months ended June 30, 2016 and June 30, 2015. The interim results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. Therefore, the Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2016. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for any future periods.

Use of Estimates

The unaudited interim condensed 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.
Segment Reporting
The Company's operating segments are aggregated into one reportable segment because they have similar economic characteristics and meet the other aggregation criteria within the accounting standard on segment reporting, including similarities in the nature of the services provided, methods of service delivery, customers served and the regulatory environment in which they operate. 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:

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Notes to Condensed Consolidated Financial Statements
(unaudited)


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 (in thousands):
 
June 30, 2016
 
December 31, 2015
Liabilities:
 
 
 
Founder contingent compensation
$
2,197

 
$
25,197

Contingent consideration (1)
3,641

 
1,911

Total liabilities
$
5,838

 
$
27,108

(1)     Contingent consideration is reported in Other liabilities in the accompanying Condensed Consolidated Balance Sheets.
Founder Contingent Compensation
Considerable judgment was required in developing the estimate of the fair value of the 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 Company's acquisition of SkinnyPop in July 2014. As of December 31, 2015, the Company had accrued the entire liability balance of $25.2 million ratably over the contractual service period as expense in our condensed 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 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. In March 2016, the Company paid $23.0 million of the Founder Contingent Compensation obligation, leaving a remaining obligation of $2.2 million, which the Company expects to satisfy with a final payment in the second half of 2016. Refer to Note 9 for additional details regarding the founders' employment agreements.

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


The following table summarizes the Level 3 activity related to the Founder Contingent Compensation (in thousands):
 
Six Months Ended June 30,
 
2016
 
2015
Balance at beginning of the period
$
25,197

 
$
6,936

Charge to expense

 
9,203

Payment
(23,000
)
 

Balance at end of the period
$
2,197

 
$
16,139

Contingent Consideration
In connection with the acquisition of Boundless Nutrition, LLC (“Boundless Nutrition”) in April 2016, payment of a portion of the purchase price is contingent upon the achievement for the year ended December 31, 2018 ("Boundless 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 Boundless Nutrition (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 $1.7 million (see Note 3) and the Company is required to reassess the fair value of the contingent consideration at each reporting period.
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 ("Paqui Earn-out Period" and with the Boundless Earn-out Period, the "Earn-out Periods") 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 to be approximately $1.9 million, based on a revised forecast of Paqui operating results for the Paqui Earn-out Period. At June 30, 2016, the Company remeasured the fair value of the contingent consideration, concluding no change from the fair value as of December 31, 2015.
The significant inputs used in this fair value estimates include numerous gross sales scenarios for the Earn-out Periods 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 and Boundless Nutrition ("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 and Boundless Nutrition, or changes in the future may result in different estimated amounts.
The contingent consideration is included in Other liabilities in the accompanying condensed consolidated balance sheets. The Company will satisfy this obligation with a cash payment to the sellers of each of Paqui and Boundless Nutrition upon the achievement of the respective milestone discussed above.
The following table summarizes the Level 3 activity related to the Contingent Consideration (in thousands):
 
 
Six Months Ended June 30,
 
 
2016
 
2015
Balance at beginning of the period
 
$
1,911

 
$

Fair value of contingent consideration at acquisition date
 
1,730

 
390

Balance at end of the period
 
$
3,641

 
$
390

Notes Payable
As discussed in more detail in Note 3, in April 2016, the Company issued $4.0 million in unsecured notes to the sellers of Boundless Nutrition in connection with its acquisition. The notes bear interest at a rate per annum of 0.67% with

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Notes to Condensed Consolidated Financial Statements
(unaudited)


principal and interest due at varying maturity dates between April 29, 2017 and December 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.
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.
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 or shipment 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.
Recognition of Net Sales, Sales Incentives and Trade Accounts Receivable
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.
As of June 30, 2016 and December 31, 2015, the Company recorded total allowances against trade accounts receivable of approximately $3.0 million and $2.3 million, respectively. Recoveries of receivables previously written off are recorded when received.
Concentration Risk
Customers with 10% or more of the Company’s net sales consist of the following:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Customer:
 
 
 
 
 
 
 
Costco
28
%
 
32
%
 
28
%
 
33
%
Sam's Club
15
%
 
19
%
 
15
%
 
17
%
As of June 30, 2016, Costco and Sam’s Club represented 23% and 19%, respectively, of the accounts receivable balance outstanding. The same two customers represented 15% and 13%, respectively, of the accounts receivable balance as of December 31, 2015. The Company outsources a significant percentage of the manufacturing of its products to a single co-manufacturer in the United States. This co-manufacturer represented 34% and 36% of the accounts payable balance as of June 30, 2016 and December 31, 2015, respectively.

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


Earnings per Share
Basic earnings per share has been computed based upon the weighted average number of common shares 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 has been computed based upon the weighted average number of common shares 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 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 three and six months ended June 30, 2015, reflect the Company's reorganization.

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except share and per share amounts)
 
2016
 
2015
 
2016
 
2015
Basic and diluted earnings per share:
 
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
 
Net income
 
$
8,768

 
$
3,560

 
$
17,170

 
$
8,464

Less: net income attributable to participating securities
 
(501
)
 
(338
)
 
(1,045
)
 
(792
)
Net income attributable to common shareholders
 
8,267

 
3,222

 
16,125

 
7,672

Denominator:
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
 
74,798,232

 
74,685,407

 
74,818,584

 
74,568,277

Less: participating securities
 
(4,269,854
)
 
(7,096,670
)
 
(4,551,605
)
 
(6,979,540
)
Basic weighted average common shares outstanding
 
70,528,378

 
67,588,737

 
70,266,979

 
67,588,737

 
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
0.12

 
$
0.05

 
$
0.23

 
$
0.11

 
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
 
74,798,232

 
74,685,407

 
74,818,584

 
74,568,277

Unvested RSUs (1)
 
48,520

 

 
27,499

 

Unvested stock options (2)
 
1,110

 

 

 

Diluted weighted average shares outstanding
 
74,847,862

 
74,685,407

 
74,846,083

 
74,568,277

Less: participating securities
 
(4,269,854
)
 
(7,096,670
)
 
(4,551,605
)
 
(6,979,540
)
Diluted weighted average common shares outstanding
 
70,578,008

 
67,588,737

 
70,294,478

 
67,588,737

 
 
 
 
 
 
 
 
 
Diluted earnings per share
 
$
0.12

 
$
0.05

 
$
0.23

 
$
0.11


(1)    Excludes the weighted average impact of 22,084 unvested RSUs for the six months ended June 30, 2016, because
the effects of their inclusion would be anti-dilutive.


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Notes to Condensed Consolidated Financial Statements
(unaudited)


(2)    Excludes the weighted average impact of 150,000 and 243,132 unvested stock options for the three and six months     ended June 30, 2016, because the effects of their inclusion would be anti-dilutive.

Tax Receivable Agreement ("TRA")
As discussed in Notes 1 and 9, 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 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 of a 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 will be classified as a financing activity on the condensed consolidated statements of cash flows.
Recent Accounting Pronouncements
In March 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)". ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing". ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. These ASUs apply to all companies that enter into contracts with customers to transfer goods or services. These ASUs are effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. The Company is in the process of assessing both the method and the impact of the adoption of these ASUs on its financial position, results of operations, cash flows and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting", which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. The Company is in the process of assessing the impact of the adoption of ASU 2016-09 on its financial position, results of operations, cash flows and financial statement disclosures.

In February 2016, the FASB issued 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 September 2015, the FASB issued ASU No. 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments", which simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. This revised guidance was effective for annual reporting periods beginning after December 15, 2015, and related interim periods. The amendments in the update were applied prospectively to adjustments to provisional amounts that occurred after the effective date of the update with early application permitted for financial statements not yet issued. We have adopted this guidance and will apply it as necessary in our 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

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


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. See discussion below regarding adoption of ASU 2015-03.

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 Company adopted the provisions of ASU 2015-03 retrospectively on January 1, 2016. Debt issuance costs are now presented as a reduction to the Senior term loan balance on the condensed consolidated balance sheet as of June 30, 2016 and December 31, 2015. As a result, the Company reclassified $2.9 million of debt issuance costs from Other assets to Senior term loan on the condensed consolidated balance sheet as of December 31, 2015. The adoption of ASU 2015-03 did not impact the Company's condensed consolidated statements of comprehensive income or condensed consolidated statements of cash flows.
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 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.
3. ACQUISITION
Boundless Nutrition Acquisition
In April 2016, the Company acquired Boundless Nutrition, a manufacturer and distributor of BFY protein bars and cookies for total consideration of approximately $22.0 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 Boundless Nutrition's products and position in the BFY snack category. The Company incurred approximately $0.3 million of acquisition-related costs during the three and six months ended June 30, 2016, which is included as part of general and administrative expense in the accompanying condensed consolidated statements of comprehensive income.

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Notes to Condensed Consolidated Financial Statements
(unaudited)


The Company has one year from the acquisition date to finalize the valuation of the acquired intangible assets, including goodwill, as well as the valuation of the earn-out contingent consideration. Management is responsible for these internal and third-party valuations and appraisals and is continuing to review the amounts and allocations. The following table summarizes the preliminary allocation of the purchase consideration for Boundless Nutrition to the estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands):

Purchase consideration:
 
Cash paid as purchase consideration
$
16,451

Holdback amount
200

Fair value of notes payable issued to sellers as consideration
3,776

Fair value of contingent consideration
1,730

Total purchase consideration
22,157

Less: cash and cash equivalents acquired
(129
)
Total purchase price- net of cash and cash equivalents acquired
22,028

Fair value of net assets acquired and liabilities assumed:
 
Accounts receivable and inventory
2,046

Property and equipment
751

Other assets
178

Indefinite-lived identifiable intangible asset- trade name
9,780

Definite-lived identifiable intangible assets- customer relationships and trade name
2,200

Accounts payable
(1,111
)
Other liabilities
(532
)
Total fair value of net assets acquired and liabilities assumed
13,312

Excess purchase consideration over fair value of net assets acquired (goodwill)
$
8,716

Management evaluated the impact to the Company's financial statements of the Boundless Nutrition acquisition and concluded that the impact was not significant enough to require or separately warrant the inclusion of pro forma financial results inclusive of Boundless Nutrition.

Paqui Acquisition
In April 2015, the Company acquired Paqui, a manufacturer and marketer of tortilla chips and pre-packaged tortillas for total consideration of approximately $11.9 million. This acquisition was accounted for under the acquisition method of accounting and the excess purchase consideration over fair value of net assets acquired and liabilities assumed was recorded as goodwill and represented a value attributable to brand recognition associated with Paqui’s products and position in the BFY snack category. The Company completed its review of the purchase consideration and estimated fair value of assets acquired and liabilities assumed at the date of acquisition, with adjustments to provisional amounts that were identified during the measurement period considered not significant.

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


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

Management 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.

4. INVENTORY

Inventories, net of reserves and provisions, consist of the following (in thousands):
 
June 30, 2016
 
December 31, 2015
Raw materials and packaging
$
5,229

 
$
4,433

Finished goods
5,037

 
2,396

Inventories, net
$
10,266

 
$
6,829

As of each of June 30, 2016 and December 31, 2015, we had approximately $0.7 million in reserves for finished goods deemed unsaleable and raw materials and packaging deemed obsolete. If future demand or market conditions are less favorable than those projected by our management, additional inventory write-downs may be required.

5. 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):

 
June 30, 2016
 
December 31, 2015
Machinery and equipment
$
1,368

 
$
1,128

Furniture and fixtures
852

 
664

Leasehold improvements
1,439

 
911

Property and equipment, gross
3,659

 
2,703

Less: accumulated depreciation
(799
)
 
(550
)
Property and equipment, net
$
2,860

 
$
2,153


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Notes to Condensed Consolidated Financial Statements
(unaudited)


Depreciation expense was approximately $0.2 million and $0.3 million for the three and six months ended June 30, 2016, respectively, and less than $0.1 million and approximately $0.1 million for the three and six months ended June 30, 2015, respectively. Depreciation expense is included in cost of goods sold and general and administrative expense in the accompanying condensed consolidated statements of comprehensive income.

6. GOODWILL AND INTANGIBLE ASSETS

Goodwill consists of the following (in thousands):
 
June 30, 2016
 
December 31, 2015
Beginning balance
$
47,421

 
$
45,694

Acquired during the period (1)
8,716

 
1,727

Ending balance
$
56,137

 
$
47,421


(1)    Refer to Note 3 for more details regarding goodwill recorded in connection with the Company's acquisition of
Boundless Nutrition in April 2016 and Paqui in April 2015.

Intangible assets consist of the following (in thousands):
 
June 30, 2016
 
December 31, 2015
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Intangible assets with indefinite lives:
 
 
 
 
 
 
 
 
 
 
 
  Trade names (1)
$
221,680

 
$

 
$
221,680

 
$
211,900

 
$

 
$
211,900

Intangible assets with finite lives:
 
 
 
 
 
 
 
 
  Customer relationships (1)
65,790

 
(8,258
)
 
57,532

 
63,610

 
(6,113
)
 
57,497

  Non-competition agreement
90

 
(25
)
 
65

 
90

 
(19
)
 
71

  Trade name (1)
20

 
(3
)
 
17

 

 

 

Total
$
287,580

 
$
(8,286
)
 
$
279,294

 
$
275,600

 
$
(6,132
)
 
$
269,468


(1)    The change in the gross carrying amount of trade names and customer relationships is the result of the Company's
acquisition of Boundless Nutrition in April 2016. Refer to Note 3 for more details.

Amortization of finite-lived intangibles was approximately $1.1 million and $2.2 million for the three and six months ended June 30, 2016, respectively, and $1.1 million and $2.1 million for the three and six months ended June 30, 2015, respectively. Amortization of finite-lived intangible assets is included as part of general and administrative expense in the accompanying condensed consolidated statements of comprehensive income.

The estimated future amortization expense related to finite-lived intangible assets is as follows as of June 30, 2016 (in thousands):
Remainder of 2016
 
$
2,210

2017
 
4,405

2018
 
4,399

2019
 
4,399

2020
 
4,399

Thereafter
 
37,802

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

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Notes to Condensed Consolidated Financial Statements
(unaudited)


annual assessment of fair value as of July 1, 2015 for its SkinnyPop and Paqui reporting units and concluded there was no impairment related to goodwill and indefinite-lived intangibles.

7. ACCRUED LIABILITIES
The following table shows the components of accrued liabilities (in thousands):

 
June 30, 2016
 
December 31, 2015
Accrued income taxes
$

 
$
437

Unbilled inventory
1,009

 
693

Accrued commissions
702

 
629

Accrued bonuses
1,132

 
2,545

Accrued marketing expense
239

 
89

Accrued professional fees
579

 
398

Other accrued liabilities
1,419

 
439

Total accrued liabilities
$
5,080

 
$
5,230


8. DEBT
Debt consists of the following (in thousands):
 
June 30, 2016
 
December 31, 2015
Term loan
$
189,733

 
$
197,313

Revolving credit facility
15,000

 

Notes payable, net of discount of $322 and $147, respectively
7,583

 
3,757

Deferred financing costs, net of accumulated amortization of $1,496 and $1,094, respectively (1) 
(2,477
)
 
(2,859
)
   Total debt
209,839

 
198,211

Less: Current portion
(11,227
)
 
(12,750
)
   Long-term debt
$
198,612

 
$
185,461

(1) 
Upon adoption of ASU 2015-03, the Company is now presenting deferred financing costs, net as a reduction to the related liability in the condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015. As a result, the deferred financing costs, net balance of approximately $2.9 million was reclassified from Other assets to Senior term loan on the condensed consolidated balance sheet as of December 31, 2015.
Credit Facility
In July 2014, the Company entered into a credit agreement which initially provided for a $150.0 million term loan facility and a $7.5 million revolving credit facility. The term loan facility and revolving credit facility are hereinafter collectively referred to as the “Credit Facility”. The Company used the proceeds from this term loan borrowing to partially finance the acquisition of SkinnyPop, in July 2014.
In December 2014, the Company amended the Credit Facility to increase term loan borrowings by $50.0 million to a total of $200.0 million. The Company used the proceeds from this term loan borrowing to partially finance a $59.8 million distribution paid to members of Topco, in December 2014.
In May 2015, the Company amended the Credit Facility to (i) increase 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 (ii) increase the capacity under the revolving credit facility by $17.5 million to a total of $25 million. The Company used the proceeds from this term loan borrowing along with a $15 million borrowing under the revolving credit facility to finance a $22.3 million distribution paid to members of Topco, in May 2015.


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Notes to Condensed Consolidated Financial Statements
(unaudited)


Subsequent to June 30, 2016, the Company amended the Credit Facility in order to increase the capacity under the revolving credit facility by $15.0 million to a total of $40 million. Refer to Note 13 for further details.

The Credit Facility is scheduled to 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. The term loans under the Credit Facility, amortize in equal quarterly installments of approximately $2.6 million, with the balance due at maturity. The Credit Facility also provides that, upon satisfaction of certain conditions, the Company may increase the aggregate principal amount of the loans outstanding thereunder by an amount not to exceed $35 million, subject to receipt of additional lending commitments for such loans.
In connection with the acquisition of Crisps Topco Limited, the Company intends to refinance the debt owed under the Credit Facility. Refer to Note 13 for additional details regarding the Company’s intended financing plans.

Interest
Outstanding term loan and revolving credit facility borrowings under the 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 interest rate on our outstanding indebtedness was 5.5% per annum at June 30, 2016.
We are required to pay a commitment fee on the unused commitments under the revolving credit facility at a rate equal to 0.50% per annum.
Guarantees
The loans and other obligations under the 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 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 Credit Facility and (y) a minimum fixed charge coverage ratio of not less than 1.10 to 1.00. As of June 30, 2016, the Company was in compliance with our financial covenants.
In addition, the 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 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 Credit Facility) as of December 31, 2015, the Company made a prepayment on the term loan of approximately $2.5 million, in May 2016.
Although the Credit Facility generally prohibits payments and dividends and distributions, we are permitted, subject to certain customary conditions such absence of events of default and compliance with financial covenants, to make payments, dividends or distributions including (a) earnout 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 Credit Facility the Founder Contingent Compensation may be paid at any time so long as no payment default under the Credit Facility has occurred and is continuing and, immediately after giving effect to such payment, the

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Notes to Condensed Consolidated Financial Statements
(unaudited)


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 March 2016, the Company paid $23.0 million of the Founder Contingent Compensation liability.
The 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 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 2016, the Company issued $4.0 million in unsecured notes to the sellers of Boundless Nutrition in connection with its acquisition. The notes bear interest at a rate per annum of 0.67% with principal and interest due at varying maturity dates between April 29, 2017 and December 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, which is amortized to interest expense over the term of the notes using the effective-interest method.
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, which is amortized to interest expense over the term of the notes using the effective-interest method.
Annual maturities of debt (excluding the fair value discount of approximately $0.3 million and deferred financing costs of approximately $2.5 million) as of June 30, 2016 are as follows (in thousands):

Remainder of 2016
$
5,125

2017
11,250

2018
17,155

2019
179,108

2020

Total
$
212,638


9. RELATED PARTY TRANSACTIONS
Employment Agreements
In July 2014, the Company entered into employment agreements with the founders of SkinnyPop. Under the terms of the founders' employment agreements, which ended on December 31, 2015, each founder received an annual base salary of $200,000 and 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 Cash Payment, the Company will provide each founder with an additional payment 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 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 2 for additional details regarding the estimated obligation related to the employment agreements and the associated payments.

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


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 payment by the Company to the counterparty of 85% of the U.S. federal, state and local tax benefits realized by the Company and its subsidiaries from the utilization of certain tax attributes that were generated when SkinnyPop was acquired by investment funds affiliated with 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 the Company 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, the Company 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 the Company's 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, the Company was required to assume that pre-IPO tax attributes are utilized before any other attributes. The Company expects the payments that it 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, the Company's future payments under the TRA would be reduced by the amount of such payments, but the TRA does not require the counterparty to reimburse the Company 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 in the second half of 2016. 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.

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 June 30, 2016, were as follows (in thousands): 

Remainder of 2016
$
14

2017
20

Total
$
34


10. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
The Company entered into certain supply contracts for their popcorn kernels and sunflower oil for various periods through October 2018. As of June 30, 2016, the Company’s purchase commitments remaining under these contracts totaled $34.0 million. 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

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


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 in non-cancellable and has a nine year term.
Boundless Nutrition entered into an operating lease for an office space and manufacturing facility in November 2014, which the Company assumed as part of the acquisition. This lease is non-cancellable and has a seven year term.
Rent expense from operating leases totaled approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2016, respectively, and less than $0.1 million and approximately $0.1 million for the three and six months ended June 30, 2015, respectively.
As of June 30, 2016, minimum rental commitments under non-cancellable operating leases were as follows (in thousands):

Remainder of 2016
$
242

2017
484

2018
476

2019
488

2020
501

Thereafter
1,396

Total
$
3,587


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.

11. INCOME TAXES
The Company's effective tax rate for the year is dependent on many factors, including the impact of enacted tax laws in jurisdictions in which the Company operates and the amount of taxable income the Company earns. The effective tax rate was 42.2% and 41.7% for the three and six months ended June 30, 2016, respectively. The effective tax rate was 46.3% and 45.2% for the three and six months ended June 30, 2015, respectively.
12. EQUITY-BASED COMPENSATION
In July 2015, the Amplify Snack Brands, Inc. 2015 Stock Option and Incentive Plan (the "2015 Plan") was adopted by the Company's board of directors, approved by the Company's stockholders and became effective immediately prior to the consummation of the Company's 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 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 June 30, 2016, 5,269,365 shares were available for issuance under the 2015 Plan.

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


Stock Options
The Company awards stock options 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 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 approximately $0.1 million and $0 for the three months ended June 30, 2016 and 2015, respectively, and $0.1 million and $0 for the six months ended June 30, 2016 and 2015, respectively. The fair value of stock option awards are estimated on the grant date using the Black-Scholes valuation model with the following assumptions:

 
 
Six Months Ended June 30, 2016
Expected volatility (1)
 
34%
Expected dividend yield (2)
 
—%
Expected option term (3)
 
5 years
Risk-free interest rate (4)
 
1.45%

(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 six months ended June 30, 2016:

 
 
Number of Options
 
Weighted Average Remaining Contractual Life (years)
 
Weighted Average Exercise Price
 
Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2016
 
150,000

 
9.47

 
$
10.72

 
$
3.50

Granted
 
150,000

 
9.70

 
11.92

 
3.81

Exercised
 

 

 

 

Forfeited
 

 

 

 

Outstanding as of June 30, 2016
 
300,000

 
9.58

 
$
11.32

 
$
3.66

Exercisable as of June 30, 2016
 

 
 
 
 
 
 
As of June 30, 2016, the total compensation cost related to nonvested stock options not yet recognized was approximately $0.9 million with a weighted average remaining period of 2.58 years over which it is expected to be recognized. The aggregate intrinsic value of outstanding stock options at June 30, 2016 was approximately $1.0 million.

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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


Restricted Stock Units ("RSUs")
The Company awards RSUs to certain employees under the 2015 Plan, which vest over a three or four year period. RSUs that vest over a three year period 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. RSUs that vest over a four year period are subject to the following time-based vesting conditions, 25% on the first anniversary of the grant date, and thereafter, 6.25% on the quarterly anniversary of the grant date for the remaining 36 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 $0.2 million and $0 for the three months ended June 30, 2016 and 2015, respectively, and approximately $0.3 million and $0 for the six months ended June 30, 2016 and 2015, respectively.

The following table summarizes the activity of the Company's unvested RSUs for the six months ended June 30, 2016:

 
 
Number of RSUs
 
Weighted Average Grant Date Fair Value
Unvested as of January 1, 2016
 
98,500

 
$
12.65

Issued
 
184,890

 
12.57

Forfeited
 
(12,250
)
 
12.65

Vested
 

 

Unvested as of June 30, 2016
 
271,140

 
$
12.60

As of June 30, 2016, the total compensation cost related to unvested RSUs not yet recognized was approximately $3.0 million with a weighted average remaining period of 3.32 years over which it is expected to be recognized.

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 generally 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 $0.8 million and $0.7 million for the three months ended June 30, 2016 and 2015, respectively, and $1.7 million and $1.4 million for the six months ended June 30, 2016 and 2015, respectively. Equity-based compensation expense is included as part of general and administrative expense in the accompanying condensed consolidated statements of comprehensive income.


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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


The following table summarizes the activity of the Company's unvested RSAs for the six months ended June 30, 2016:

 
 
Number of RSAs
 
Weighted Average Grant Date Fair Value
Unvested as of January 1, 2016
 
4,991,858

 
$
1.45

Issued
 

 

Forfeited
 
(45,238
)
 
1.21

Vested
 
(990,557
)
 
1.60

Unvested as of June 30, 2016
 
3,956,063

 
$
1.42


As of June 30, 2016, the total compensation cost related to unvested RSAs not yet recognized was approximately $6.9 million with a weighted average remaining period of 2.17 years over which it is expected to be recognized.

13. SUBSEQUENT EVENTS
Credit Facility
On July 1, 2016, the Company amended the Credit Facility to increase the capacity under the revolving credit facility by $15.0 million to a total of $40 million by adding a third-party lender to the revolving credit facility commitment.
Acquisition of Crisps Topco Limited
On August 6, 2016, Thunderball Bidco Limited (“Purchaser”), a direct, wholly-owned subsidiary of the Company and SkinnyPop Popcorn LLC, a direct wholly-owned subsidiary of the Company entered into a share purchase agreement and a warranty deed with the equityholders of Crisps Topco Limited (“Crisps”), a company incorporated under the laws of England and Wales, which owns the Tyrrells global portfolio of premium snack brands, pursuant to which Purchaser will acquire all of the outstanding equity interests of Crisps.  Pursuant to the share purchase agreement and warranty deed, and subject to the terms and conditions contained therein, at the closing of the transaction, Purchaser will acquire all of the outstanding equity interests of Crisps at an enterprise value of £300 million (or approximately $392.1 million based on the pound sterling (£) to US dollar ($) exchange rate of 1.3071, as of August 5, 2016), comprising of £278 million of cash (or approximately $363.4 million based on the pound sterling (£) to US dollar ($) exchange rate of 1.3071, as of August 5, 2016) and approximately 2.1 million shares of the Company’s common stock.  The share consideration payable is fixed based upon the closing price of the Company's common stock on the New York Stock Exchange on August 5, 2016 and a pound sterling (£) to US dollar ($) exchange rate of 1.3042. There is no fixed exchange rate for the cash consideration payable. As discussed below, the Company has entered into a foreign currency hedging arrangement for the majority of the cash consideration component. The closing of the transaction is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of any waiting periods applicable to the transaction, including applicable antitrust and competition laws. The closing of the transaction is not subject to a financing condition.  The Company expects this acquisition to close in the third quarter of 2016.
In connection with the execution of the share purchase agreement to acquire Crisps, on August 6, 2016 the Company entered into a commitment letter with Jefferies Finance LLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA (together with their designated affiliates, “Commitment Parties”), pursuant to which the Commitment Parties committed to provide a term loan facility in an aggregate amount of $600 million and a revolving loan facility in an aggregate amount of $50 million. The commitments of the Commitment Parties to provide the debt funding are subject to customary conditions, including the consummation of the acquisition of Crisps, the execution and delivery of definitive documentation, the accuracy of certain specified representations and other customary closing conditions.



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AMPLIFY SNACK BRANDS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)


Foreign Currency Option
In connection with its acquisition of Crisps, in August 2016, the Company entered into a foreign currency option with a counterparty which gives the Company the right, but not the obligation, to purchase £200 million at a pound sterling (£) to US dollar ($) exchange rate of 1.35 ("strike price'). In exchange for this right, the Company will be required to pay a premium of approximately $2.7 million to the counterparty on September 14, 2016.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Risk Factors” included elsewhere in this report.
Forward-looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may”, “will”, "seek", “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “target”, “projects”, “strategy", "future", “believes”, “estimates”, "goal", “potential”, "likely", or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this report include, but are not limited to, statements about:
• our future financial performance, including our net sales, cost of goods sold, gross profit or gross profit margin, operating expenses, ability to generate positive cash flow and ability to achieve and maintain profitability;
• our ability to maintain, protect and enhance our brands;
• our ability to attract and retain customers;
• the sufficiency of our cash and cash equivalents to meet our liquidity needs and service our indebtedness;
• our ability to produce sufficient quantities of our products to meet demands;
• demand fluctuations for our products;
• our ability to successfully innovate and compete in the food industry;
• changing trends, preferences and tastes in the food industry;
• our ability to successfully expand in our existing markets and into new U.S. and international markets;
• worldwide economic conditions and their impact on consumer spending;
• our expectations concerning relationships with third parties;
• our ability to effectively manage our growth and future expenses;
• future acquisitions of or investments in complementary companies or products;
• changes in regulatory requirements in our industry and our ability to comply with those requirements;
• the attraction and retention of qualified employees and key personnel; and
• the expected timing of our acquisition of Crisps Topco Limited ("Crisps").
We caution you that the foregoing list may not contain all of the forward-looking statements made in this report.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in “Risk Factors” and elsewhere in this report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

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The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
Our Company and Our Business

Amplify Snack Brands, Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively, the "Company", "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. Our anchor brand, SkinnyPop, is a rapidly-growing, highly-profitable and market-leading BFY ready-to-eat ("RTE") popcorn brand. Through its simple, major allergen-free and non-GMO ingredients, SkinnyPop embodies our BFY mission and has amassed a loyal and growing customer base across a wide range of food distribution channels in the United States. In April 2015, we acquired Paqui, LLC ("Paqui"), an emerging BFY tortilla chip brand and in April 2016, we acquired Boundless Nutrition, LLC ("Boundless Nutrition"), which manufactures and distributes its Oatmega protein snack bars and Perfect Cookie products to natural, grocery, mass and foodservice retail partners across the Unites States. These acquisitions allow us to leverage our infrastructure to help us grow into adjacent snacking sub-segments with innovative BFY brands. We believe that our focus on building a portfolio of exclusively BFY snack brands differentiates us and will allow us to leverage our platform to realize material synergies across our family of BFY brands, as well as allow our retail customers to consolidate their vendor relationships in this large and growing category.
Recent Developments
As discussed more fully in Note 1 in the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1, we completed a secondary public offering on May 19, 2016, in which 11,500,000 common shares were sold by selling stockholders to the public at a price of $11.25 per share. We did not receive any proceeds from the sale of shares in this offering.
As discussed more fully in Note 3 in the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1, we acquired Boundless Nutrition in April 2016 for total consideration of approximately $22.0 million. We may be required to pay additional consideration of up to $10 million in 2019, which is contingent upon the achievement of a defined contribution margin during 2018. We borrowed $12.0 million under the revolving credit facility and used $4.5 million of cash on hand, excluding holdback amounts, to fund the acquisition of Boundless Nutrition. We plan to leverage our existing sales force and relationships with retail customers and distributors to help gain distribution for the Oatmega protein snack bars and Perfect Cookie products.
As discussed more fully in Note 13 in the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1, on August 6, 2016, our wholly owned subsidiaries Thunderball Bidco Limited (“Purchaser”) and SkinnyPop Popcorn LLC entered into definitive agreements with the equityholders of Crisps Topco Limited (“Crisps”), a company incorporated under the laws of England and Wales, which owns the Tyrrells global portfolio of premium snack brands, pursuant to which Purchaser will acquire all of the outstanding equity interests of Crisps.  Purchaser will acquire all of the outstanding equity interests of Crisps at an enterprise value of £300 million, comprising of £278 million of cash and approximately 2.1 million shares of our common stock.  The share consideration payable is fixed based upon the closing price of our common stock on the New York Stock Exchange on August 5, 2016 and a pound sterling (£) to US dollar ($) exchange rate of 1.3042. There is no fixed exchange rate for the cash consideration payable but we have entered into a foreign currency hedging arrangement for the majority of the cash consideration component. We expect this acquisition to close in the third quarter of 2016.

Additionally, in connection with the execution of the definitive agreements to acquire Crisps, on August 6, 2016, we entered into a commitment letter (the “Commitment Letter”) with Jefferies Finance LLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA (together with their designated affiliates, “Commitment Parties”), pursuant to which the Commitment Parties committed to provide a term loan facility in an aggregate amount of $600 million and a revolving loan facility in an aggregate amount of $50 million. The commitments of the Commitment Parties to provide the debt funding are subject to customary conditions, including the consummation of the acquisition of Crisps, the execution and delivery of definitive documentation, the accuracy of certain specified representations and other customary closing conditions.


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We expect the pending acquisition of Crisps, once completed, to have a significant impact on our business and results of operations, including net sales, cost of goods sold, sales & marketing expenses, general & administrative expenses, and net income, which we are in the process of assessing. Our expectations of income and expenses discussed throughout this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations do not include the impact of the pending Crisps acquisition and the resulting Crisps net sales.

Results of Operations

Comparison of Three Months Ended June 30, 2016 and June 30, 2015

The following table compares our results of operations, including as a percentage of net sales, for the three months ended June 30, 2016 and 2015. Amounts are in thousands except percentage information.

 
Three Months Ended 
 June 30, 2016
 
% of
Net
Sales
 
Three Months Ended 
 June 30, 2015
 
% of
Net
Sales
Net sales
$
59,866

 
100.0
%
 
$
47,354

 
100.0
%
Cost of goods sold
27,318

 
45.6
%
 
20,661

 
43.6
%
Gross profit
32,548

 
54.4
%
 
26,693

 
56.4
%
Sales & marketing expenses
7,969

 
13.3
%
 
5,016

 
10.6
%
General & administrative expenses
6,285

 
10.5
%
 
11,985

 
25.3
%
Total operating expenses
14,254

 
23.8
%
 
17,001

 
35.9
%
Operating income
18,294

 
30.6
%
 
9,692

 
20.5
%
Interest expense
3,126

 
5.2
%
 
3,058

 
6.5
%
Income before income taxes
15,168

 
25.4
%
 
6,634

 
14.0
%
Income tax expense
6,400

 
10.7
%
 
3,074

 
6.5
%
Net income
$
8,768

 
14.7
%
 
$
3,560

 
7.5
%

Net Sales

Net sales increased approximately $12.5 million, or 26.4%, from $47.4 million for three months ended June 30, 2015 to $59.9 million for the three months ended June 30, 2016. Our increase in net sales was primarily due to volume increases of the SkinnyPop brand driven by increased distribution and additional trade promotional support, along with the national launch of our Paqui brand in 2016 and the addition of the Oatmega brand in April 2016 via acquisition. Product price changes did not significantly impact sales growth from period to period.

We expect to see continued growth in net sales from our SkinnyPop brand in 2016 when compared to 2015 for the reasons discussed above. In addition, we expect the national launch of our Paqui tortilla chip brand and our recent acquisition of Boundless Nutrition to contribute additional net sales in 2016.

Cost of Goods Sold/Gross Profit

Gross profit increased approximately $5.9 million, or 21.9%, from $26.7 million for the three months ended June 30, 2015 to $32.5 million for the three months ended June 30, 2016. This increase was primarily related to the increase in net sales discussed above. Gross profit as a percentage of net sales decreased 200 basis points, from 56.4% for the three months ended June 30, 2015 to 54.4% for the three months ended June 30, 2016. The decrease in gross profit as a percentage of net sales was primarily driven by a higher level of trade promotional activity and increased contribution of the Paqui and Oatmega brands which have a lower gross margin profile than our SkinnyPop brand. These decreases were partially offset by improved rates on materials and ingredients. We expect gross profit as a percentage of net sales to decrease in 2016 when compared to 2015 for the reasons discussed above.

Sales and Marketing Expenses
Sales and marketing expenses increased approximately $3.0 million, or 58.9%, from $5.0 million for the three months ended June 30, 2015 to $8.0 million for the three months ended June 30, 2016. The increase was due primarily to an increase in consumer marketing expenses to drive brand awareness and trial, as well as an increase in compensation expense associated with our efforts to build out our internal sales and marketing team. Sales and marketing expenses

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as a percentage of net sales increased from 10.6% for the three months ended June 30, 2015 to 13.3% for the three months ended June 30, 2016.
We anticipate that sales and marketing expenses will increase in both absolute dollars and as a percentage of net sales in 2016, when compared to 2015, as we expect to see the full year impact in compensation expense associated with the recent build out of our internal sales and marketing team and continue our consumer marketing efforts to drive brand awareness and trial of our brands.
General and Administrative Expenses
General and administrative expenses decreased $5.7 million, or 47.6%, from $12.0 million for the three months ended June 30, 2015 to $6.3 million for the three months ended June 30, 2016. The decrease is primarily due to the contingent compensation arrangement with the founders of the SkinnyPop brand being fully accrued as of December 31, 2015 and the incurrence of costs related to our IPO which closed in August 2015. During the three months ended June 30, 2015, the Company recognized approximately $4.6 million of expense related to the compensation arrangement with the founders of SkinnyPop and approximately $2.0 million of IPO-related expenses. These decreases were partially offset by the incurrence of approximately $0.6 million in costs related to our secondary public equity offering, which closed in May 2016, and an increase in expense associated with infrastructure investments, including personnel and systems, and new administrative costs required to operate effectively as a public company. General and administrative expenses as a percentage of net sales was 25.3% for the three months ended June 30, 2015 and 10.5% for the three months ended June 30, 2016.

We expect our general and administrative expenses to decrease significantly in both absolute dollars and as a percentage of net sales in 2016 when compared to 2015 for the reasons discussed above.

Interest Expense

Interest expense remained constant at approximately $3.1 million for each of the three month periods ended June 30, 2016 and 2015. We experienced an increase to interest expense associated with the issuance of notes payable to the sellers of Paqui and Boundless Nutrition in April 2015 and April 2016, respectively. This increase was offset by a decrease to interest expense associated with principal payments on our term loan totaling $12.7 million during the past 12 months.
We anticipate interest expense will increase in 2016 when compared to 2015, as a result of a $12.0 million borrowing under our revolving credit facility and issuance of $4.0 million of notes payable in connection with our acquisition of Boundless Nutrition in April 2016. We expect these increases will be partially offset by a decrease to interest expense on our term loan, as we expect to continue making scheduled quarterly principal payments for the remainder of 2016.
Income Tax Expense
Income tax expense increased approximately $3.3 million, or 108.2%, from $3.1 million for the three months ended June 30, 2015 to $6.4 million for the three months ended June 30, 2016. The effective tax rate was 46.3% for the three months ended June 30, 2015 and 42.2% for the three months ended June 30, 2016. The decrease to the effective tax rate was primarily due to IPO-related costs incurred during the three months ended June 30, 2015 slightly offset by secondary public offering costs incurred during the three months ended June 30, 2016, which were not tax deductible. We anticipate income tax expense will increase significantly in absolute dollars in 2016 when compared to 2015 based on our business growth expectations.


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Results of Operations

Comparison of Six Months Ended June 30, 2016 and June 30, 2015

The following table compares our results of operations, including as a percentage of net sales, for the six months ended June 30, 2016 and 2015. Amounts are in thousands except percentage information.

 
Six Months Ended 
 June 30, 2016
 
% of
Net
Sales
 
Six Months Ended 
 June 30, 2015
 
% of
Net
Sales
Net sales
$
114,211

 
100.0
%
 
$
91,629

 
100.0
%
Cost of goods sold
53,245

 
46.6
%
 
40,527

 
44.2
%
Gross profit
60,966

 
53.4
%
 
51,102

 
55.8
%
Sales & marketing expenses
13,648

 
11.9
%
 
8,634

 
9.4
%
General & administrative expenses
11,717

 
10.3
%
 
21,017

 
22.9
%
Total operating expenses
25,365

 
22.2
%
 
29,651

 
32.4
%
Operating income
35,601

 
31.2
%
 
21,451

 
23.4
%
Interest expense
6,152

 
5.4
%
 
6,013

 
6.6
%
Income before income taxes
29,449

 
25.8
%
 
15,438

 
16.8
%
Income tax expense
12,279

 
10.8
%
 
6,974

 
7.6
%
Net income
$
17,170

 
15.0
%
 
$
8,464

 
9.2
%

Net Sales

Net sales increased approximately $22.6 million, or 24.6%, from $91.6 million for the six months ended June 30, 2015 to $114.2 million for the six months ended June 30, 2016. Our increase in net sales was primarily due to volume increases of the SkinnyPop brand driven by increased distribution and additional trade promotional support, along with the national launch of our Paqui brand in 2016 and the addition of the Oatmega brand in April 2016 via acquisition. Product price changes did not significantly impact sales growth from period to period.

Cost of Goods Sold/Gross Profit

Gross profit increased approximately $9.9 million, or 19.3%, from $51.1 million for the six months ended June 30, 2015 to $61.0 million for the six months ended June 30, 2016. This increase was primarily related to the increase in net sales discussed above. Gross profit as a percentage of net sales decreased 240 basis points, from 55.8% for the six months ended June 30, 2015 to 53.4% for the six months ended June 30, 2016. The decrease in gross profit as a percentage of net sales was primarily driven by a higher level of trade promotional activity and increased contribution of the Paqui and Oatmega brands which have a lower gross margin profile than our SkinnyPop brand.

Sales and Marketing Expenses
Sales and marketing expenses increased approximately $5.0 million, or 58.1%, from $8.6 million for the six months ended June 30, 2015 to $13.6 million for the six months ended June 30, 2016. The increase was due primarily to an increase in consumer marketing expenses to drive brand awareness and trial, as well as an increase in compensation expense associated with our efforts to build out our internal sales and marketing team. Sales and marketing expenses as a percentage of net sales increased from 9.4% for the six months ended June 30, 2015 to 11.9% for the six months ended June 30, 2016.
General and Administrative Expenses
General and administrative expenses decreased $9.3 million, or 44.2%, from $21.0 million for the six months ended June 30, 2015 to $11.7 million for the six months ended June 30, 2016. The decrease is due to the contingent compensation arrangement with the founders of the SkinnyPop brand being fully accrued as of December 31, 2015 and the incurrence of costs related to our IPO which closed in August 2015. During the six months ended June 30, 2015, the Company recognized approximately $9.2 million of expense related to the compensation arrangement with the founders of SkinnyPop and approximately $2.6 million of IPO-related expenses. These decreases were partially offset by the incurrence of approximately $0.6 million in costs related to our secondary public equity offering, which

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closed in May 2016, and an increase in expense associated with infrastructure investments, including personnel and systems, and new administrative costs required to operate effectively as a public company. General and administrative expenses as a percentage of net sales was 22.9% for the six months ended June 30, 2015 and 10.3% for the six months ended June 30, 2016.

Interest Expense
Interest expense increased approximately $0.1 million, or 2.3%, from $6.0 million for the six months ended June 30, 2015 to $6.1 million for the six months ended June 30, 2016. We experienced an increase to interest expense associated with the issuance of notes payable to the sellers of Paqui and Boundless Nutrition in April 2015 and April 2016, respectively. This increase was offset by a decrease to interest expense associated with principal payments on our term loan totaling $12.7 million during the past 12 months.
Income Tax Expense
Income tax expense increased approximately $5.3 million, or 76.1%, from $7.0 million for the six months ended June 30, 2015 to $12.3 million for the six months ended June 30, 2016. The effective tax rate was 45.2% for the six months ended June 30, 2015 and 41.7% for the six months ended June 30, 2016. The decrease to the effective tax rate was primarily due to IPO-related costs incurred during the six months ended June 30, 2015, slightly offset by secondary public offering costs incurred during the six months ended June 30, 2016, which were not tax deductible.

Liquidity and Capital Resources
Liquidity represents our ability to generate sufficient cash from operating activities to satisfy obligations, as well as our ability to obtain appropriate financing. Therefore, liquidity cannot be considered separately from capital resources that consist primarily of current and potentially available funds for use in achieving our objectives. Currently, our liquidity needs arise mainly from working capital requirements, primarily related to our purchases of ingredients and interest and principal payments on our outstanding indebtedness and, to a lesser extent, to capital expenditures. We believe our cash on hand and cash to be provided from our operations, in addition to borrowings available under our revolving credit facility, will be sufficient to fund our contractual commitments, including with respect to the Founders Contingent Compensation and the Tax Receivable Agreement ("TRA"), repay our obligations as required and meet our operational requirements for at least the next 12 months. In addition, we have an uncommitted incremental revolving facility that we believe would be available if we requested it from lenders. As of June 30, 2016 and December 31, 2015, $10.0 million and $25.0 million, respectively, was available for borrowing under our revolving credit facility and we had $7.4 million and $18.8 million of cash and cash equivalents on hand, respectively. Subsequent to June 30, 2016, we increased the borrowing capacity under our revolving credit facility by $15.0 million to a total of $40.0 million.
During the six months ended June 30, 2016, we used $23.0 million of cash on hand to pay down the Founder Contingent Compensation liability. 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, when we finalize our tax savings associated with the deductibility of these payments.
We also expect to use cash to make payments under the TRA, which we expect to fund through a combination of borrowings under our revolving credit facility and cash on hand, and such amounts are expected to be significant over the next fifteen years.
Acquisition of Crisps

On August 6, 2016, our wholly-owned subsidiaries, Purchaser and SkinnyPop Popcorn LLC, entered into definitive agreements with the equityholders of Crisps, pursuant to which Purchaser will acquire all of the outstanding equity interests of Crisps.  Purchaser will acquire all of the outstanding equity interests of Crisps at an enterprise value of £300 million, comprising of £278 million of cash and approximately 2.1 million shares of our common stock. We expect this acquisition to close in the third quarter of 2016.  Concurrently with the execution and delivery of the definitive agreements to purchase Crisps, we entered into the Commitment Letter with the Commitment Parties, pursuant to which the Commitment Parties committed to provide a term loan facility in an aggregate amount of $600 million and a revolving loan facility in an aggregate amount of $50 million (collectively, the “2016 Debt Facilities”). We expect to use the proceeds of such term loan facility and revolving loan facility to (a) pay a portion of the Crisps acquisition cash consideration, (b) pay various fees and expenses incurred in connection with the Crisps acquisition and the 2016 Debt Facilities, and (c) repay the indebtedness outstanding under our existing Credit Facility that is described below. We

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have paid and will continue to pay substantial costs and expenses associated with the transaction and many of these costs and expenses will be payable whether or not the transaction is consummated.

We expect that our cash balances, in the aggregate, may decrease due to the payment of the Crisps purchase price and transaction-related expenses, partially offset by increased net sales during 2016 and proceeds from the 2016 Debt Facilities.

Historical Cash Flow
    
Comparison of Six Months Ended June 30, 2016 and June 30, 2015
The following table summarizes our cash flows from operating, investing and financing activities:
 
Six Months Ended June 30,
 
 
(In thousands)
2016
 
2015
 
Change
Cash flows (used in) provided by:
 
 
 
 
 
Operating activities
$
(2,190
)
 
$
25,477

 
$
(27,667
)
Investing activities
(16,568
)
 
(8,141
)
 
(8,427
)
Financing activities
7,420

 
(10,016
)
 
17,436

Net (decrease) increase in cash
$
(11,338
)
 
$
7,320

 
$
(18,658
)
Operating Activities
Net cash provided by operating activities was approximately $25.5 million for the six months ended June 30, 2015 compared to net cash used in operating activities of approximately $2.2 million for the six months ended June 30, 2016, resulting in a decrease in cash provided by operating activities of approximately $27.7 million for the comparable six month periods. The decrease in cash provided by operating activities was primarily driven by a $23.0 million payment in March 2016 to our founders, related to their employment agreements entered into in connection with our acquisition of SkinnyPop Popcorn LLC, in July 2014. Refer to Notes 2 and 9 in the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1 for a more detailed discussion regarding this obligation.
Investing Activities
Net cash used in investing activities increased approximately $8.4 million from approximately $8.1 million for the six months ended June 30, 2015 to approximately $16.6 million for the six months ended June 30, 2016.
During the six months ended June 30, 2016, we used approximately $16.3 million to acquire Boundless Nutrition, net of cash acquired, and made capital expenditures of approximately $0.2 million. During the six months ended June 30, 2015, we used approximately $7.8 million to acquire Paqui, net of cash acquired, and made capital expenditures of approximately $0.3 million.
Financing Activities
Net cash used in financing activities was approximately $10.0 million for the six months ended June 30, 2015 compared to net cash provided by financing activities of approximately $7.4 million for the six months ended June 30, 2016, resulting in an increase in cash provided by financing activities of approximately $17.4 million for the comparable six month periods.
Net cash used in financing activities for the six months ended June 30, 2015 included $22.3 million of distributions paid to members of TA Topco 1, LLC ("Topco"), the former parent entity of the Company, in May 2015, $5.1 million of scheduled principal payments toward the outstanding balance on our term loan and a $5.0 million pay down on our revolving credit facility. These cash outflows were partially offset by borrowings of $22.5 million from our term loan and revolving credit facility which we used to fund the aforementioned distributions paid to members of Topco in May 2015.
During the six months ended June 30, 2016, we borrowed $12.0 million under our revolving credit facility to partially fund the acquisition of Boundless Nutrition in April and an additional $3.0 million in June to fund our working capital requirements. These cash inflows were partially offset by scheduled quarterly principal payments totaling $5.1 million on the outstanding balance of our term loan and a $2.5 million prepayment on the outstanding balance of our term

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loan in May. The amount of the prepayment was based on our Excess Cash Flow and Senior Secured Leverage Ratio (as defined in the Credit Agreement) as of December 31, 2015.
Tax Receivable Agreement
Immediately prior to the consummation of the IPO in August 2015, we entered into the TRA, with the former holders of units in TA Topco 1, LLC ("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 payment by us 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 investment funds affiliated with TA Associates in July 2014. We will retain approximately 15% of the U.S. federal, state and local tax benefits realized from the utilization of such tax attributes. We expect the payments we are required to make under the TRA will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we expect to be required to pay the counterparty approximately $96.1 million through 2030. Refer to Note 9 in the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1 for additional details regarding the TRA obligation.
Indebtedness

Credit Facility
In July 2014, we entered into a credit agreement which initially provided for a $150.0 million term loan facility and a $7.5 million revolving credit facility. The term loan facility and revolving credit facility are hereinafter collectively referred to as the “Credit Facility”. We used the proceeds from this term loan borrowing to partially finance the acquisition of SkinnyPop Popcorn LLC, in July 2014.
In December 2014, we amended the Credit Facility to increase our term loan borrowings by $50 million to a total of $200 million. We used the proceeds from this term loan borrowing to partially finance a $59.8 million distribution paid to members of Topco, our former parent entity, in December 2014.
In May 2015, we amended the Credit Facility to (i) 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 (ii) increase the capacity under our revolving credit facility by $17.5 million to a total of $25 million. We used the proceeds from this term loan borrowing along with a $15 million borrowing under our revolving credit facility to finance a $22.3 million distribution paid to members of Topco, in May 2015.
The Credit Facility is scheduled to 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.
As of June 30, 2016 and December 31, 2015, the outstanding balance on our term loans were approximately $189.7 million and $197.3 million, respectively. The term loans amortize in equal quarterly installments of approximately $2.6 million, with the balance due at maturity.
As of June 30, 2016 and December 31, 2015, the outstanding balance on our revolving credit facility was $15.0 million and $0, respectively, and availability under our revolving credit facility totaled $10.0 million as of June 30, 2016. In July 2016, we increased the borrowing capacity under our revolving credit facility by $15.0 million to a total of $40.0 million. Refer to Note 13 in the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1 for additional details regarding this transaction.
In the future, we may use the revolving credit facility for working capital and for other general corporate purposes, including acquisitions, investments, dividends and distributions, to the extent permitted under the Credit Facility. The 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 $35 million, subject to receipt of additional lending commitments for such loans.
In connection with the acquisition of Crisps, we intend to refinance the debt owed under our existing Credit Facility. Additional details regarding our intended financing plans can be found in Note 13 in the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1.



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Interest
Outstanding term loan and revolving credit facility borrowings under the 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 interest rate on our outstanding indebtedness was 5.5% per annum at June 30, 2016 and December 31, 2015.
We are required to pay a commitment fee of the unused commitments under the revolving credit facility at a rate equal to 0.50% per annum.
Guarantees
The loans and other obligations under the 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 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 Credit Facility and (y) a minimum fixed charge coverage ratio of not less than 1.10 to 1.00. As of June 30, 2016, we were in compliance with our financial covenants.
In addition, the 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 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 our calculation of Excess Cash Flow and our Senior Secured Leverage Ratio (as defined in the Credit Facility) as of December 31, 2015, the company made a prepayment on our term loan of approximately $2.5 million, in May 2016.
Although the Credit Facility generally prohibits payments and dividends and distributions, we are permitted, subject to certain customary conditions such as the absence of events of default and compliance with financial covenants, to make payments, dividends or distributions including (a) earnout 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 Credit Facility, the Founder Contingent Compensation may be paid at any time so long as no payment default under the 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 March 2016, we paid $23.0 million of the Founder Contingent Compensation liability.
The 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 Credit Facility (or their affiliates) may provide, certain commercial banking, financial advisory and investment banking services in the ordinary course of business for us and our subsidiaries, for which they receive customary fees and commissions.

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Notes Payable
In connection with our acquisition of Boundless Nutrition in April 2016 and Paqui in April 2015, we issued approximately $4.0 million and $3.9 million, respectively, in unsecured notes payable to the respective sellers. The notes issued to the sellers of Boundless Nutrition bear interest at a rate per annum of 0.67% with principal and interest due at varying maturity dates between April 29, 2017 and December 31, 2018. The notes issued to the sellers of Paqui bear interest at a rate per annum of 1.5% with principal and interest due at maturity on March 31, 2018. We recorded acquisition-date fair value discounts totaling approximately $0.4 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.
Contractual Obligations and Other Commitments

Except as discussed in Notes 8 - 10, in the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1, there were no material changes in our commitments under contractual obligations, as disclosed in our audited consolidated financial statements for the year ended December 31, 2015.

Refer to "Liquidity and Capital Resources- Acquisition of Crisps" contained in Item 2 herein, for a discussion regarding our entry into a definitive agreement on August 6, 2016, to acquire the outstanding equity interests of Crisps and our related financing intentions.

Off Balance Sheet Arrangements

At June 30, 2016, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States ("GAAP"). In the preparation of these condensed consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting polices and estimates. The application of each of these critical accounting policies and estimates was discussed in "Critical Accounting Policies and Estimates" included in our 2015 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies and estimates from those discussed in our 2015 Annual Report on Form 10-K.

Non-GAAP Financial Measures
We include Adjusted EBITDA, which we refer to as a non-GAAP metric, in this report because it is an important measure upon which our management assesses our operating performance. We use Adjusted EBITDA as a key performance metric because we believe it facilitates operating performance comparisons from period-to-period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of depreciation and amortization expense on our fixed assets and intangible assets and the impact of equity-based compensation expense. In addition, our Credit Agreement contains financial maintenance covenants, including a total funded debt ratio and a minimum fixed charged ratio, that use Adjusted EBITDA as one of their inputs. Because this non-GAAP metric facilitates internal comparisons of our historical operating performance on a more consistent basis, we also use it for business planning purposes, to incentivize and compensate our management personnel, and in evaluating acquisition opportunities. In addition, we believe this non-GAAP metric and similar measures are widely used by investors, securities analysts, ratings agencies and other parties in evaluating companies in our industry as a measure of financial performance and debt-service capabilities.

Our use of this non-GAAP metric has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

Adjusted EBITDA metric does not reflect our cash expenditures for capital equipment or other contractual commitments;

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Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements;
Adjusted EBITDA metrics may not reflect changes in, or cash requirements for, our working capital needs;
Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness; and
Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
In evaluating this non-GAAP metric, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of any non-GAAP metric should not be construed as an inference that our future results will be unaffected by these expenses or any other expenses, whether or not they are unusual or non-recurring items. When evaluating our performance, you should consider this non-GAAP metric alongside other financial performance measures, including our net income and other GAAP results.
Adjusted EBITDA
Adjusted EBITDA is a financial performance measure that is not calculated in accordance with GAAP. We define Adjusted EBITDA as net income adjusted to exclude, when appropriate, interest expense, income tax expense, depreciation, amortization of intangible assets, Founder Contingent Compensation expense, equity-based compensation expenses and other non-operational items. Below, we have provided a reconciliation of Adjusted EBITDA to our net income, the most directly comparable financial measure calculated and presented in accordance with GAAP. Adjusted EBITDA should not be considered as an alternative to net income or any other measure of financial performance calculated and presented in accordance with GAAP. Our Adjusted EBITDA may not be comparable to similarly titled measures of other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we calculate the measure.

The following tables present a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, for each of the periods indicated (amounts in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net income
$
8,768

 
$
3,560

 
$
17,170

 
$
8,464

Non-GAAP adjustments:
 
 
 
 
 
 
 
Interest expense
3,126

 
3,058

 
6,152

 
6,013

Income tax expense
6,400

 
3,074

 
12,279

 
6,974

Depreciation
168

 
61

 
275

 
108

Amortization of intangible assets
1,091

 
1,060

 
2,154

 
2,102

Equity-based compensation expenses
1,090

 
650

 
2,169

 
1,438

Founder contingent compensation

 
4,601

 

 
9,203

Transaction-related expenses:
 
 
 
 
 
 
 
IPO-related expenses (1)

 
1,953

 

 
2,638

Secondary offering- related expenses (2)
615

 

 
615

 

Acquisition related expenses (3)
474

 
395

 
474

 
395

Executive recruitment (4)

 
307

 

 
615

Recapitalization expenses (6)

 
91

 

 
91

Adjusted EBITDA
$
21,732

 
$
18,810

 
$
41,288

 
$
38,041

 
(1) 
Includes legal and accounting fees paid in connection with the IPO process, which closed in August 2015.

(2) 
Includes legal, accounting, printing and filing fees paid in connection with our secondary public offering, which closed in May 2016.


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(3) 
Includes legal, accounting and consulting fees along with severance expenses and integration costs incurred in connection with our acquisition of Boundless Nutrition and Paqui in April 2016 and April 2015, respectively.

(4)
Represents the recognized expense associated with sign-on and retention bonuses for certain executive hires and certain recruiting fees. We are permitted to add back expenses of this type in determining Adjusted EBITDA under the Credit Agreement governing our term loan. Adjusted EBITDA (as defined therein) is used thereunder in determining our financial maintenance covenants and for calculating ratios in our debt incurrence covenants and is therefore an important measure of our financial performance and our ability to take certain actions in operating our business. Refer to the Indebtedness discussion contained in Item 2 herein.

(5) 
Represents the expenses we incurred in connection with a distribution paid in May 2015 to members of the former parent entity of the Company

Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to certain market risks in the ordinary course of our business. These risks primarily include market sensitivities as follows:
Ingredient Risk
We purchase ingredients, including popcorn kernels, white corn, sunflower oil, canola oil, seasoning and packaging materials used in the contract manufacturing of our products. These ingredients are subject to price fluctuations that may create price risk. We do not attempt to hedge against fluctuations in the prices of the ingredients by using future, forward, option or other derivative instruments. We seek to mitigate the impact of ingredient cost increases through forward-pricing contracts and taking physical delivery of future ingredient needs. We strive to offset the impact of ingredient cost increases with a combination of cost savings initiatives and efficiencies and price increases to our customers. No material changes have occurred in relation to ingredient risk as described in our 2015 Annual Report on Form 10-K.
Interest Rate Risk
We currently do not engage in any interest rate hedging activity and currently have no intention to do so in the foreseeable future. Based on the average interest rate on the Credit Facility during the year ended December 31, 2015 and to the extent that borrowings were outstanding, we do not believe that a 1.0% change in the interest rate would have a material effect on our results of operations or financial condition. No material changes have occurred in relation to interest rate risk as described in our 2015 Annual Report on Form 10-K.
We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. We have not been exposed nor do we anticipate being exposed to material risks due to a change in interest rates.
Foreign Exchange Risk
Our sales and costs are currently denominated in U.S. dollars and are not subject to foreign exchange risk. However, to the extent our sourcing strategy changes or if our acquisition of Crisps is successful or we commence generating net sales outside of the United States and Canada that are denominated in currencies other than the U.S. dollar, our results of operations could be impacted by changes in exchange rates. In connection with our acquisition of Crisps, in August 2016, we entered into a foreign currency option with a counterparty which gives us the right, but not the obligation, to purchase £200 million at a pound sterling (£) to US dollar ($) exchange rate of 1.35 ("strike price'). In exchange for this right, we will be required to pay a premium of approximately $2.7 million to the counterparty on September 14, 2016. No other material changes have occurred in relation to foreign exchange risk as described in our 2015 Annual Report on Form 10-K.
Inflation
Inflationary factors, such as increases in the cost of goods sold and selling, general and administrative expenses, may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross profit margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase to cover these increased costs. No material changes have occurred in relation to inflation risk as described in our 2015 Annual Report on Form 10-K.


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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures

As a public company, we will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which will require, beginning with our Annual Report on Form 10-K for the year ended December 31, 2016, annual management assessments of the effectiveness of our internal control over financial reporting. Additionally, as of the later of the filing of such Annual Report and the date we are no longer an “emerging growth company” we will require a report by our independent registered public accounting firm that addresses the effectiveness of our internal control over financial reporting. During the course of our testing, we may identify deficiencies that we may not be able to remediate in time to meet our deadline for compliance with Section 404.
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that information relating to the Company is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2016, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2016.
Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as described in our 2015 Annual Report on Form 10-K.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. See “Risk Factors—Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation”.
Item 1A. Risk Factors.

Certain factors may have a material adverse effect on our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes. Any of the following risks could materially and adversely affect our business, operating results, financial condition, or prospects and cause the value of our common stock to decline, which could cause you to lose all or part of your investment.

Risks Related to Our Business

Risks Related to Our Products

We rely on sales to a limited number of distributors and retailers for the substantial majority of our net sales, and the loss of one or more such distributors or retailers may harm our business.

A substantial majority of our sales are generated from a limited number of distributors and retailers, which we refer to as customers. For the three and six months ended June 30, 2016, sales to our two largest customers, Costco and Sam’s Club, represented approximately 28% and 15% of our net sales in both periods, respectively. In addition, these two customers accounted for approximately 42% of our accounts receivable as of June 30, 2016. Although the composition of our significant customers may vary from period to period, we expect that most of our net sales and accounts receivable will continue to come from a relatively small number of customers for the foreseeable future. We do not have commitments or minimum volumes that ensure future sales of our products to any of our customers. Consequently, our financial results may fluctuate significantly from period to period based on the actions of one or more significant customers. A customer may take actions that affect us for reasons that we cannot always anticipate or control, such as their financial condition, changes in their business strategy or operations, the introduction of competing products or the perceived quality of our products. In addition, despite operating in different channels, our retailers sometimes compete for the same consumers. As a result of actual or perceived conflicts resulting from this competition, customers may take actions that negatively affect us. The loss of, or a reduction in sales or anticipated sales to, one or more of our most significant distributors or retailers may have a material adverse effect on our business, results of operation and financial condition.

Further, through our brand SkinnyPop, we have relatively new relationships with some of the largest U.S. retail chains such as Walmart, Target and CVS Pharmacy, and these customers may find, as they gain more experience selling our products, that their respective abilities to sell SkinnyPop products does not meet their expectations or they may not continue to place orders for our products.

Sales of a limited number of SkinnyPop products and flavors contributed almost all of our historical profitability and cash flow. A reduction in the sale of our SkinnyPop products would have a material adverse effect on our ability to remain profitable and achieve future growth.

Almost all of our net sales for the three and six months ended June 30, 2016 resulted from sales of our SkinnyPop products. The majority of our SkinnyPop branded net sales came from a variety of stock-keeping-units, or SKUs, under our Original flavor. Most of our secondary flavors, White Cheddar Flavor, Naturally Sweet, Sea Salt & Black Pepper and a rotational Hatch Chile flavored SKU, were first introduced in late 2013 or 2014, and Dusted Dark Chocolate and Jalapeño, were introduced in early 2016, represent a relatively small portion of our sales. We cannot be certain that we will be able to continue to commercialize or expand distribution of our existing flavors of popcorn products or

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that any of our future food products and flavors will be accepted in their markets. Any inability on our part to stay current with food and consumer trends through new products could have a material adverse effect on our business performance. Because sales of our SkinnyPop products make up all of our historical profitability and cash flows, reductions in sales of these products will have an adverse effect on our profitability and ability to generate cash to fund our product development, research and development efforts or potential acquisitions.
The following factors, among others, could affect continued market acceptance and profitability of SkinnyPop products:
the introduction of competitive products;
changes in consumer preferences among RTE popcorn and other snack food products;
changes in consumer eating and snacking habits, including trends away from certain categories, including major allergen-free, gluten-free and non-GMO products;
changes in awareness of the social effects of farming and food production;
changes in consumer perception about trendy snack products;
changes in consumer perception regarding the healthfulness or BFY nature of our products;
the level and effectiveness of our sales and marketing efforts;
any unfavorable publicity regarding RTE popcorn products or similar products;
any unfavorable publicity regarding the SkinnyPop brand;
litigation or threats of litigation with respect to our products;
the price of our products relative to other competing products;
price increases resulting from rising commodity costs;
any changes in government policies and practices related to our products, labeling and markets;
regulatory developments affecting the manufacturing, labeling, marketing or use of our products;
new science or research that disputes the healthfulness of our products; and
adverse decisions or rulings limiting our ability to promote the benefits of popcorn products.

Adverse developments with respect to the sale of SkinnyPop products would significantly reduce our net sales and profitability and have a material adverse effect on our ability to maintain profitability and achieve our business plan.

We currently depend primarily on one third-party co-manufacturer with one location to manufacture the substantial majority of our SkinnyPop products. The loss of this co-manufacturer or the inability of this co-manufacturer to fulfill our orders would adversely affect our ability to make timely deliveries of our product and would have a material adverse effect on our business.

Currently, the substantial majority of our SkinnyPop products are produced by one third-party co-manufacturer, which maintains only one facility for all of its customers. Our agreement with our primary third-party co-manufacturer provides that we will order a minimum amount of products each year during the agreement’s term. If we do not meet the minimum order amount, we must pay a penalty fee if such third-party co-manufacturer is no longer our exclusive manufacturer. The agreement may be terminated by us upon written notice and the payment of a termination fee. There can be no assurance that the third-party co-manufacturer's capacity will be sufficient to fulfill our orders, and while we recently added an additional co-manufacturer, any supply shortfall could materially and adversely affect our business, results of operations and financial condition.

Additionally, we face the risk of disruption to our production and sales processes if our primary third-party co-manufacturer is unable or unwilling to produce sufficient quantities of our products in a timely manner or renew contracts with us or suffers a natural disaster, fire, power interruption, work stoppage or other unanticipated catastrophic event. In addition, we are responsible for any increase in either of our third-party co-manufacturers' costs and may not be able to pass these costs on to our customers. In order to continue manufacturing our products in the event of a disruption to our production and sales processes, we would have to increase our reliance on our other third-party co-manufacturer or identify and qualify new manufacturers, including obtaining third party certifications for claims, which we may be unable to do in a timely manner, if at all.


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From time to time, we need to seek new manufacturers or enter into new arrangements with our existing manufacturers. However, only a limited number of manufacturers may have the ability to produce our products at the volumes we need, and it could take a significant period of time to locate and qualify such alternative production sources. Moreover, it may be difficult or expensive to find manufacturers to produce small volumes of our new products. Manufacturers may impose minimum order requirements and any failure on our part to meet these requirements could increase our costs. There can also be no assurance that we would be able to identify and qualify new manufacturers in a timely manner or that such manufacturers could allocate sufficient capacity in order to meet our requirements, which could materially adversely affect our ability to make timely deliveries of product. In addition, we may be unable to negotiate pricing or other terms with our existing or new manufacturers as favorable as what we currently enjoy. Furthermore, there is no guarantee a new third-party manufacturing partner could accurately replicate the production process and taste profile of our existing products.

Given our primary third-party co-manufacturer operates from a single site, shipments to and from the warehouses where our products are stored could be delayed for a variety of reasons, including weather conditions, strikes and shipping delays. Any significant delay in the shipments of product would have a material adverse effect on our business, results of operations and financial condition and could cause our sales and profitability to fluctuate during a particular period or periods.

We rely, in part, on our third-party co-manufacturers to maintain the quality of our products. The failure or inability of these co-manufacturers to comply with the specifications and requirements of our products could result in product recall and could adversely affect our reputation.

Our third-party co-manufacturers are required to maintain the quality of our products and to comply with our product specifications and requirements for certain certifications. Our third-party co-manufacturer are also required to comply with all federal, state and local laws with respect to food safety. Additionally, certain retail customers, such as Costco, require our third-party co-manufacturers to maintain minimum independent certifications, such as SQF Level 2 Certification or Hazard Analysis and Critical Control Points ("HACCP"), certification. However, our third-party co-manufacturers may not continue to produce products that are consistent with our standards or that are in compliance with required certification programs or applicable laws, and we cannot guarantee that we will be able to identify instances in which our third-party co-manufacturers fail to comply with such programs or laws. Any such failure, particularly if it is not identified by us, could harm our brand and reputation as well as our customer relationships. We would have these same issues with any new co-manufacturer, and they may be exacerbated due to the newness of the relationship. The failure of any manufacturer to produce products that conform to our standards could materially and adversely affect our reputation in the marketplace and result in product recalls, product liability claims and severe economic loss.

If we do not realize the expected benefits, including synergies, from the pending Crisps acquisition, if consummated, our business and results of operations will suffer.
 
On August 6, 2016, our wholly owned subsidiaries Thunderball Bidco Limited (“Purchaser”) and SkinnyPop Popcorn LLC entered into definitive agreements with the equityholders of Crisps Topco Limited (“Crisps”), a company incorporated under the laws of England and Wales, which owns the Tyrrells global portfolio of premium snack brands, pursuant to which Purchaser will acquire all of the outstanding equity interests of Crisps.  Purchaser will acquire all of the outstanding equity interests of Crisps at an enterprise value of £300 million, comprising of £278 million of cash and approximately 2.1 million shares of our common stock. We expect this acquisition to close in the third quarter of 2016.
 
Upon consummation of our acquisition of Crisps, our business will be significantly larger and more complex than we are today. If the acquisition is consummated, our future success will significantly depend upon our ability to manage our expanded enterprise, including multiple locations, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. In order to support this expanded enterprise, we will need to achieve net sales from the Crisps business and synergies consistent with our business expectations, which may prove more difficult than currently expected.  Any failure to achieve the expected level of net sales and synergies could affect our profitability, our ability to service the debt that we are taking on to partially fund this acquisition, and our ability to meet the financial covenants under our credit agreement with our lenders.
 

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The consummation of the Crisps acquisition is subject to a number of closing conditions, some of which are out of our control.
 
Completion of the Crisps acquisition is subject to certain conditions contained in the definitive agreements to acquire Crisps, some of which are beyond our control, and we can make no assurances that the transaction will close in a timely manner or at all. Such conditions include, among other things, the expiration or termination of any waiting periods applicable to the transaction, including applicable antitrust and competition laws.  The share purchase agreement governing the acquisition of Crisps provides that if appropriate approval under applicable antitrust and competition laws is not obtained by November 7, 2016, or if the parties agree that such approval is incapable of satisfaction on or before such date, the share purchase agreement shall automatically terminate.  In addition, either party has the right to terminate the share purchase agreement upon notice to the other party if the other party fails to comply with its respective closing condition obligations under the share purchase agreement.  In the event that the acquisition is not consummated, we will have spent considerable time and resources and incurred substantial costs, such as legal, accounting and advisory fees, which must be paid even if the acquisition is not completed. If the acquisition is not consummated, our reputation in our industry and in the investment community could be damaged and, as a result, the market price of our common stock could decline.
  
We do not have a sufficient amount of cash on hand to consummate the acquisition of Crisps and if the transaction is consummated, we will incur a substantial amount of debt to finance the consideration and certain other amounts to be paid in connection with the acquisition, which could adversely affect our business.
 
A portion of the consideration to be paid to the equityholders of Crisps will be provided by debt financing, for which we have received a commitment letter with Jefferies Finance LLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA (together with their designated affiliates, “Commitment Parties”), pursuant to which the Commitment Parties committed to provide a term loan facility in an aggregate amount of $600 million and a revolving loan facility in an aggregate amount of $50 million. The commitments of the Commitment Parties to provide the debt funding are subject to customary conditions, including the consummation of the acquisition of Crisps, the execution and delivery of definitive documentation, the accuracy of certain specified representations and other customary closing conditions.

The substantial amount of debt we will incur if and when the transaction is consummated could adversely affect our business, including by restricting our ability to engage in additional transactions or incur additional indebtedness or resulting in a downgrade or other adverse action with respect to our credit rating. Although our management believes that we will have access to cash sufficient to meet our business objectives and capital needs, the lessened availability of cash and cash equivalents for a period of time following the consummation of the acquisition could constrain our ability to grow our business. Our more leveraged financial position following the acquisition could also make us vulnerable to general economic downturns and industry conditions, and place us at a competitive disadvantage relative to our competitors who have more cash at their disposal. In the event that we do not have adequate capital to maintain or develop our business, additional capital may not be available to us on a timely basis, on favorable terms, or at all, which could have a material and negative impact on our business and results of operations.

Exposure to UK political developments, including the outcome of the UK referendum on membership in the European Union, could have a material adverse effect on Crisps and therefore on us.

On June 23, 2016, a referendum was held on the United Kingdom's membership in the European Union, the outcome of which was a vote in favor of leaving the European Union. The United Kingdom's vote to leave the European Union creates an uncertain political and economic environment in the United Kingdom and potentially across other European Union member states, which may last for a number of months or years.

Article 50 of the Treaty of the European Union, or Article 50, allows a member state to decide to withdraw from the European Union in accordance with its own constitutional requirements. The formal process for leaving the European Union will be triggered only when the United Kingdom delivers an Article 50 notice to the European Council, although informal negotiations around the terms of any exit may be held before such notice is given. Delivery of the Article 50 notice will start a two-year period for the United Kingdom to exit from the European Union, although this period can be extended with the unanimous agreement of the European Council. Without any such extension (and assuming that the terms of withdrawal have not already been agreed), the United Kingdom's membership in the European Union would end automatically on the expiration of that two-year period.


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The result of the referendum means that the long-term nature of the United Kingdom's relationship with the European Union is unclear and that there is considerable uncertainty as to when any such relationship will be agreed and implemented. In the interim, there is a risk of instability for both the United Kingdom and the European Union, which could adversely affect the results, financial condition and prospects of Crisps, and assuming we successfully acquire Crisps, could adversely affect our business results, financial condition and prospects. 

It is currently expected that the UK government will shortly commence negotiations in connection with any exit from the European Union and will make a decision regarding the timing for giving an Article 50 notice. There is also considerable uncertainty as to whether, following any Article 50 notice being given, the arrangements for the United Kingdom to leave the European Union will be agreed upon within the two-year period and, if not, whether an extension of that time period would be agreed upon. It is also possible that the European Union will pressure the United Kingdom to exit prior to the end of the two-year period. There is also a risk of the United Kingdom's exit from the European Union being effected without mutually acceptable terms being agreed and that any terms of such exit could adversely affect our operating results, financial condition and prospects of Crisps, and assuming we successfully acquire Crisps, could adversely affect our business results, financial condition and prospects.

The political and economic instability created by the United Kingdom's vote to leave the European Union has caused and may continue to cause significant volatility in global financial markets and the value of the Pound Sterling currency or other currencies, including the Euro. Depending on the terms reached regarding any exit from the European Union, it is possible that there may be adverse practical and/or operational implications on the business of Crisps of Crisps, and assuming we successfully acquire Crisps, on our business.

Consequently, no assurance can be given as to the impact of the referendum outcome and, in particular, no assurance can be given that the result will not adversely impact the operating results, financial condition and prospects of Crisps, and, assuming we successfully acquire Crisps, our operating results, financial condition and prospects.

We do not have any contracts with our customers that require the purchase of a minimum amount of our products. The absence of such contracts could result in periods during which we must continue to pay costs and service indebtedness with reduced sales.

Our customers do not provide us with firm, long-term or short-term volume purchase commitments. As a result of the absence of such contracts, we could have periods during which we have no or limited orders for our products, but we will continue to have to pay our costs, including those to maintain our work force and service our indebtedness with reduced sales. We cannot assure you that we will be able to timely find new customers to supplement periods where we experience no or limited purchase orders or that we can recover fixed costs as a result of experiencing reduced purchase orders. Periods of no or limited purchase orders for our products could have a material adverse effect on our net income, cause us to incur losses or result in violations of the covenants contained in our Credit Facility.
 
Conversely, we may experience unanticipated increased orders for our products from these customers that can create supply chain problems and may result in orders we may be unable to meet. Unanticipated fluctuations in product requirements by our customers could result in fluctuations in our results from quarter to quarter.

Because we rely on a limited number of raw materials to create our products and a limited number of third-party suppliers to supply our raw materials, we may not be able to obtain raw materials on a timely basis, at cost effective pricing or in sufficient quantities to produce our products.

The principal ingredients to manufacture our products include popcorn kernels, white corn, sunflower oil, canola oil and seasonings. There may be a limited market supply of any of our core ingredients, including in particular the specific popcorn kernel we use. In addition to the market limitations of the raw materials used to make our products, we rely on a limited number of third-party suppliers to supply us with such raw materials. Although we have multiple suppliers for our popcorn seasoning, we have two suppliers for the sunflower oil and two key suppliers for the popcorn kernels used in our products. As of June 30, 2016, one vendor accounted for approximately 34% of our accounts payable. Any ordering error on our part or disruption in the supply of sunflower oil, popcorn kernels in general, or our specific type of popcorn kernel, could have a material adverse effect on our business, particularly our profitability and our margins. Our financial performance depends in large part on our ability to arrange for the purchase of raw materials in sufficient quantities at competitive prices. We are not assured of continued supply, pricing or exclusive access to raw materials from these sources. Any of our suppliers could discontinue or seek to alter their relationships with us. Additionally, we may be adversely affected if there are increases in demand for the specific raw materials we use in our products, there is a reduction in overall supply of our required raw materials or our suppliers raise their prices, stop

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selling to us or our third-party manufacturer or enter into arrangements that impair their abilities to provide us or our third-party manufacturer with raw materials.
Events that adversely affect our suppliers could impair our ability to obtain raw material inventory in the quantities that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations, ability to import raw materials, costs, production, insurance, reputation and weather conditions during growing, harvesting or shipping, including flood, drought, frost and earthquakes, as well as natural or man-made disasters or other catastrophic occurrences.

If we experience significant increased demand for our products, or need to replace an existing supplier, there can be no assurance that additional supplies of raw materials will be available when required on acceptable terms, or at all, or that any supplier would allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our strict quality standards. Even if our existing suppliers are able to expand their capacities to meet our needs or we are able to find new sources of raw materials, we may encounter delays in production, inconsistencies in quality and added costs. We are not able to pass increased costs onto the customer immediately, if at all, which may decrease or eliminate our profitability in any period. Any delays or interruption in, or increased costs of, our supply of raw materials could have an adverse effect on our ability to meet consumer demand for our products and result in lower net sales and profitability both in the short and long term.

As a food production company, all of our products must be compliant with regulations by the Food and Drug Administration, or FDA, and in addition a number of our products rely on independent certification that they are non-GMO, gluten-free or Kosher. Any non-compliance with the FDA or the loss of any such certification could harm our business.

We must comply with various FDA rules and regulations, including those regarding product manufacturing, food safety, required testing and appropriate labeling of our products. It is possible that regulations by the FDA and its interpretation thereof may change over time. As such, there is a risk that our products could become non-compliant with the FDA’s regulations and any such non-compliance could harm our business. In addition, we rely on independent certification of our non-GMO, gluten-free and Kosher products and must comply with the requirements of independent organizations or certification authorities in order to label our products as such. Currently, the FDA does not directly regulate the labeling of Kosher or non-GMO products as such. The FDA has defined the term “gluten-free” and we must comply with the FDA’s definition if we include this label on our products. Our products could lose their non-GMO and gluten-free certifications if our raw material suppliers lose their product certifications for those specified claims. We could also lose our Kosher product certification if a contract manufacturing plant is found to be in violation of required manufacturing or cleaning processes. The loss of any of these independent certifications, including for reasons outside of our control, could harm our business.

We must expend resources to create consumer awareness, build brand loyalty and generate interest in our products. In addition, competitors may offer significant price reductions, and we cannot ensure that consumers will find our products suitably differentiated from products of our competitors.

Our ability to develop, market and sell new and existing products at an appropriate price may be hampered by unfavorable terms of sale imposed by our customers, the inability to obtain shelf space or preferable shelf placement for our products at a reasonable cost or, once placed, the failure to have an attractive price set for our products. Competitors, many of whom have greater resources than us, vie for the same shelf placement and may offer incentives to the retailers that we cannot match. In addition, unattractive shelf placement and pricing may put us at a disadvantage to our competitors.
Even if we do obtain shelf space or preferable shelf placement, our new and existing products may fail to achieve the sales expectations set by our retailers, potentially causing these retailers to remove our products from the shelf. Additionally, an increase in the number and quality of private-label products in the product categories in which we compete could create more pressure for shelf space and placement for branded products within each such category, which could adversely affect our sales.

To obtain and keep shelf placement for our products, we may need to increase our marketing and advertising spending in order to create consumer awareness, protect and grow our existing market share or to promote new products, which could impact our operating results. In addition, we consistently evaluate our product lines to determine whether or not to discontinue certain products. Discontinuing product lines may increase our profitability but could reduce our sales

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and hurt our brand, and a reduction in sales of certain products could result in a reduction in sales of other products. We cannot assure you that the discontinuation of product lines will not have an adverse effect on our business.
 
Ingredient and packaging costs are volatile and may rise significantly, which may negatively impact the profitability of our business.

We purchase large quantities of raw materials, including ingredients such as popcorn kernels, white corn, sunflower oil, canola oil, seasonings and salt. In addition, we purchase and use significant quantities of film and corrugate to package our products. In recent periods, the prices of yellow corn (which impacts the price of popcorn kernels), white corn, canola oil, sunflower oil and fuel have been priced below their respective historical five-year averages and we have realized some benefits from these low prices in the form of reduced cost of goods sold and resulting higher gross profit margins. Costs of ingredients and packaging are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, weather conditions, natural or man-made disasters, consumer demand and changes in governmental trade and agricultural programs. In particular, the availability, quality and cost of our specific type of popcorn kernels and sunflower oil are subject to risks inherent to farming, such as crop size, quality and yield fluctuations caused by poor weather and growing conditions, pest and disease problems and other factors beyond our control. Continued volatility in the prices of raw materials and other supplies we purchase could increase our cost of goods sold and reduce our profitability.

We currently secure raw materials capacity and pricing for up to three years forward on certain raw materials and not more than a year forward on other raw materials. We do not hedge pricing or availability of any raw materials. As such, any material upward movement in raw materials pricing could negatively impact our margins, if we are not able to pass these costs on to our customers, or sales if we are forced to increase our prices. Additionally, should raw materials prices move meaningfully lower, there is no guarantee our customers will not ask us to pass some or all of our savings on to them in the form of price reductions. If we are not successful in managing our ingredient and packaging costs, if we are unable to increase our prices to cover increased costs or if such price increases reduce our sales volumes, then such increases in costs will adversely affect our business, results of operations and financial condition.

Certain of our raw material contracts have minimum purchase commitments that could require us to continue to purchase raw materials even if our sales have declined. Future raw material prices may be impacted by new laws or regulations, suppliers’ allocations to other purchasers, interruptions in production by suppliers, natural disasters, volatility in the price of crude oil and related petrochemical products and changes in exchange rates.

Our future business, results of operations and financial condition may be adversely affected by reduced availability of our core ingredients.

Our ability to ensure a continuing supply of our core ingredients at competitive prices depends on many factors beyond our control, such as the number and size of farms that grow crops, the vagaries of these farming businesses (including poor harvests), changes in national and world economic conditions and our ability to forecast our ingredient requirements. The popcorn kernels and other ingredients used in our products are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes, hurricanes and pestilences. Adverse weather conditions and natural disasters can lower crop yields and reduce crop size and quality, which in turn could reduce the available supply of our core ingredients. In addition, we compete with other food producers in the procurement of ingredients, such as sunflower oil, which are often less plentiful in the open market than conventional ingredients. If supplies of our core ingredients are reduced or there is greater demand for such ingredients from us and others, we may not be able to obtain sufficient supply on favorable terms, or at all, which could impact our ability to supply products to distributors and retailers and may adversely affect our business, results of operations and financial condition.

Failure by our transportation providers to deliver our products on time or at all could result in lost sales.

We currently rely on third-party transportation providers for a significant portion of our product shipments. Our utilization of delivery services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, and employee strikes and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our shipping needs. We may, from time to time, change third-party transportation providers, and we could therefore face logistical difficulties that could adversely affect deliveries. In addition, we could incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those we receive from the third-party transportation providers that we currently use, which in turn would increase our costs and thereby adversely affect our operating results.

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Severe weather conditions and natural disasters such as fires, floods, droughts, hurricanes, earthquakes and tornadoes can affect crop supplies, manufacturing facilities and distribution activities, and negatively impact the operating results of our business.

Severe weather conditions and natural disasters, such as fires, floods, droughts, frosts, hurricanes, earthquakes, tornadoes, insect infestations and plant disease, may affect the supply of raw materials on which we depend to make food products, or may curtail or prevent the manufacturing or distribution of food products by us. Competing manufacturers might be affected differently by weather conditions and natural disasters, depending on the location of their sources of supplies and manufacturing or distribution facilities. If supplies of raw materials available to us are reduced, we may not be able to find enough supplemental supply sources on favorable terms, which could adversely affect our business and operating results.

Risks Related to Our Brands

Changes in consumer preferences and discretionary spending may have a material adverse effect on our brand loyalty, net sales, results of operations and financial condition.

We compete in a market that relies on innovation and evolving consumer preferences. We focus on products that are or are perceived to be BFY, an industry term not defined by the Food and Drug Administration. However, the food processing industry in general, and the snacking and dietary-need specific industries (including the Kosher, major allergen-free and gluten-free industries) in particular, are subject to changing consumer trends, demands and preferences. Therefore, products once considered BFY may over time become disfavored by consumers or no longer perceived as BFY. Trends within the food industry change often and our failure to anticipate, identify or react to changes in these trends could, among other things, lead to reduced demand and price reductions, and could have a material adverse effect on our business, results of operations and financial condition. Factors that may affect consumer perception of BFY products include dietary trends and attention to different nutritional aspects of foods, concerns regarding the health effects of specific ingredients and nutrients, trends away from gluten-free or non-GMO products, trends away from specific ingredients in products and increasing awareness of the environmental and social effects of product production. Consumer perceptions of the nutritional profile of gluten-free and non-GMO products may shift, and consumers may perceive food products with fewer carbohydrates, higher levels of protein, lower levels of fat and additional fiber as BFY. Our success depends, in part, on our ability to anticipate the tastes and dietary habits of consumers and to offer products that appeal to their needs and preferences on a timely and affordable basis. A change in consumer discretionary spending, due to economic downturn or other reasons may have a material effect on sales. If consumer demand for our products decline, our sales and business would be negatively affected.

We may not be able to compete successfully in the highly competitive snack food industry.

The market for snack foods is large and intensely competitive. Competitive factors in the snack food industry include product quality and taste, brand awareness among consumers, access to supermarket shelf space, price, advertising and promotion, innovation of on-trend snacks, variety of snacks offered, nutritional content, product packaging and package design. We compete in that market principally on the basis of product taste and quality, but also brand recognition and loyalty, marketing, advertising, price and the ability to satisfy specific consumer dietary needs (including Kosher, major allergen-free and gluten-free needs) against numerous multinational, regional and local companies. With the expansion of our BFY platform to include Boundless Nutrition, the competition risks associated with being on-trend and satisfying consumer dietary demands will increase. Substantial advertising and promotional expenditures may be required to maintain or improve a brand’s market position or to introduce a new product to the market, and participants in our industry are engaging with new media, including consumer outreach through social media and web-based channels. Our ability to compete may be also dependent on whether our products are placed in the BFY snack aisle or in the traditional snack food aisle, or both. An increasing focus on BFY products in the marketplace will likely increase these competitive pressures within the category in future periods.

A substantial majority of sales in the snack food industry is concentrated among large food companies, including Frito-Lay, Inc., a subsidiary of PepsiCo, Inc., The Kellogg Company, ConAgra Foods, Inc., Diamond Foods, Inc., General Mills, Inc., Snyder’s-Lance, Inc. and others that have substantially greater financial and other resources than us and sell brands that are more widely recognized than ours. These and numerous other companies that are actual or potential competitors of ours, many of which have greater financial and other resources (including more employees and more extensive facilities) than us, offer products similar to ours or a wider range of products than we offer. Local or regional markets often have significant smaller competitors, many of whom offer products similar to ours and may

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have unique ties to regional or national retail chains. Additionally, many of our retail customers, such as Costco and Whole Foods, have historically emphasized private-label offerings across categories as a key part of their strategy and these customers may create or expand competitive private-label product offerings. With expansion of our operations into new markets, we have and will continue to encounter significant competition from multinational, national, regional and local competitors that may be greater than that encountered by us in our existing markets. In addition, these competitors may challenge our position in our existing markets.

All of our sales involve the sale of BFY snack food products, which has various risks and uncertainties.

All of our sales involve the sale of products designed to be BFY snack food options. While BFY snack food products are currently popular and sales of such products have been increasing rapidly, consumers may not continue to be interested in BFY snack food products. Consumers may in the future choose to purchase other products that they perceive to be BFY or more “trendy” at a future time. Consumers may prefer products with fewer carbohydrates, higher levels of protein, lower levels of certain nutrients including fat, additional fiber or different nutritional characteristics that do not favor our products or sub-segments in general. In addition, our business could be adversely affected if larger, well-capitalized companies elect to either enter into the healthier snack food space or competed in irrational ways that could damage our margins, or if lower-priced private-label products gain market share. We also face the risk that competitors may significantly improve the taste and quality of the BFY snack foods they sell that are competitive with our products. Additionally, we face the risk our retail customers may request or require our products to deliver certain new “on trend” attributes in our products, which may either be impossible for us to achieve or cost prohibitive for us to deliver.

Our reputation as a producer of BFY products may be diminished due to real or perceived quality or health issues with our products or a change in consumers’ perception of what is BFY itself, which could have an adverse effect on our business and operating results.

We believe consumers of our products rely on us to provide them with high-quality, BFY food products containing no GMOs, gluten or major allergens. Concerns regarding the ingredients used in our products or the healthfulness, safety or quality of our products or our supply chain may cause consumers to stop purchasing our products, even if the basis for the concern is unfounded, has been addressed or is outside of our control. Although we believe we have a rigorous quality control process, there can be no assurance that our products will always comply with the standards we set for our products. Adverse publicity about the healthfulness, safety or quality of our products, whether or not ultimately based on fact, may discourage consumers from buying our products and have an adverse effect on our brand, reputation and operating results.
 
We have no control over our products once purchased by consumers. Accordingly, consumers may store our products for long periods of time, which may adversely affect the quality of our products. If consumers do not perceive our products to be of high quality, then the value of our brand would be diminished, and our business, results of operations and financial condition could be adversely affected.

Any loss of confidence on the part of consumers in the ingredients used in our products or in the safety and quality of our products may be difficult and costly to overcome. Any such adverse effect could be exacerbated by our position in the market as a purveyor of high-quality, BFY food products and may significantly reduce our brand value. Issues regarding the safety of any of our products, regardless of the cause, may have a substantial and adverse effect on our brand, reputation and operating results.

Our SkinnyPop brand is of significant value and our brand and reputation may be diminished due to possible consumer disagreement with the use of the word “Skinny” on our product, differences in opinion as to what products are “Skinny” or increased negative connotation with the word “Skinny”. We may be subject to claims or litigation concerning our branding or labeling practices. Food product companies are, from time to time, subject to class action lawsuits related their branding or labeling. In 2014, we settled one such lawsuit for a nominal amount. Related or similar claims or lawsuits may be brought against us in the future. Additionally, changes in applicable laws or regulations, or evolving interpretations thereof, could necessitate changes to our branding or labeling. While we have never claimed that SkinnyPop is a low fat product, the FDA and FTC currently have no definition of the word “Skinny” and could, in the future, define the term in a way that is not favorable to our existing product branding or labeling.


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Consumers’ loyalty to our brands may change due to factors beyond our control, which could have a material adverse effect on our business and operating results.

Our business currently depends in a large part on repeat purchases by the same consumers. We believe this purchasing pattern is indicative of brand loyalty. However, these consumers are under no obligation to continue to repeatedly purchase our product and could stop purchasing our product at any time. These consumers could cease purchasing our product for any number of reasons, some of which are beyond our control, including changing consumer trends, negative publicity regarding our brand, real or perceived quality or health issues with our products, a change in consumers’ perception of BFY, or the availability of lower priced alternative snack products, or for no reason at all. Erosion of our brand loyalty and the resulting decreased sales to consumers could have an adverse effect on our business and operating results.

We face competition in our business from generic or store branded products which may result in decreased demand for our products and pricing pressures.

We are subject to competition from companies, including from some of our customers, that either currently manufacture or are developing products directly in competition with our products. These generic or store-branded products may be a less expensive option for consumers than our products making it more difficult to sell our product. For example, Costco is well known for its Kirkland Signature brand, which offers high-quality products across a variety of categories at lower price points than many branded products. The development of competing Kirkland Signature products may cause Costco to decrease their orders of our products, require us to reduce the pricing of our products or drive Costco to change the shelf placement of our products in a detrimental way. Kroger, one of our largest customers, already competes with us through their Simple Truth RTE popcorn brand. Similarly, other large retail customers could follow similar private-label strategies. In future years, we may experience competition-induced pricing pressure from our customers due to such competition, which could have a material and adverse effect on our operating results.

If our brand or reputation is damaged, the attractive characteristics that we offer retailers may diminish, which could adversely affect the value of our platform.

We are currently an attractive brand for our customers because our products generate a high level of retail sales at a premium margin relative to their shelf space. This is due to both our premium price point and our sales velocity. If our brand or reputation is damaged for any reason, consumers may no longer be willing to pay a premium price for our products and we may no longer be able to generate a high sales velocity at our then-current prices. If we no longer offer these characteristics, customers may decrease their orders of our products and downgrade the in-store placement of our products, which could have an adverse effect on our business and platform.

Risks Related to Our Business Generally
 
Our gross profit and Adjusted EBITDA margins may be impacted by a variety of factors, including but not limited to variations in raw materials pricing, retail customer requirements and mix, sales velocities and required promotional support.

We have operated our company with strong gross profit and Adjusted EBITDA margins as compared to other food and snacking companies. While we expect our gross profit to increase in absolute dollars in future periods, we expect that our gross profit as a percentage of net sales has and will fluctuate and has and may decrease as a result of the competitive and other factors described herein. Our gross profit is impacted by a number of factors, including product pricing, raw material, labor, packaging and fuel costs. Should the competitive dynamic change in our industry (which could impact our margins through forces including but not limited to requiring us to alter our pricing strategy or requiring additional promotional activity), raw materials prices increase dramatically, or any of our customer relationships change materially, then we may not be able to continue to operate at our current margins. Additionally, should unforeseen events require our company to make significant and unplanned investments in additional infrastructure or marketing activities, our gross profit and Adjusted EBITDA margins could be materially reduced.
We may be subject to significant liability should the consumption of any of our products cause or be claimed to cause illness or physical harm.

We sell products for human consumption, which involves risks such as product contamination or spoilage, product tampering, other adulteration, mislabeling and misbranding. Under certain circumstances, we may be required to, or may voluntarily, recall or withdraw products. A widespread product recall or product withdrawal may negatively and significantly impact our sales and profitability for a period of time and could result in significant losses depending on

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the costs of the recall, the destruction of product inventory, product availability, competitive reaction and customer and consumer reaction. We may also be subject to claims or lawsuits resulting in liability for actual or claimed injuries, illness or death. Any of these events may result in a material adverse effect on our business. Even if a product liability claim or lawsuit is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount that we believe to be adequate. However, we cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. A product liability judgment against us or a product recall could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation.

From time to time, we may be party to various claims and litigation proceedings. We evaluate these claims and litigation proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our current assessments and estimates.
For example, in 2014, a putative class action lawsuit was filed against our Predecessor related to the compliance of its product labels with various state and federal laws. The case settled for a nominal amount and was later dismissed with prejudice in July 2014 after SkinnyPop Popcorn LLC updated its product labels. From time to time, we have received threats by plaintiffs’ attorneys to bring similar class action lawsuits related to other alleged product label claims, including relating to the BFY nature of our products. We would vigorously defend any threatened lawsuit if brought. Such a lawsuit or related or similar claims or lawsuits may be brought against us in the future and the cost of defending against any such claims could be significant.
There is an additional risk that these types of suits may lead to consumer confusion, distrust and additional legal challenges for companies faced with them. Should we become subject to related or additional unforeseen lawsuits, including claims related to our products or their labeling or advertising, consumers may avoid purchasing our products or seek alternative products, even if the basis for the claims against us is unfounded. Additionally, adverse publicity about any lawsuit in which we are involved may further discourage consumers from buying our products. Any loss of confidence on the part of consumers in the truthfulness of our labeling or ingredient claims would be difficult and costly to overcome and may significantly reduce our brand value. Uncertainty as to the ingredients used in our products, regardless of the cause, may have a substantial and adverse effect on our brand and our business, results of operations and financial condition. In addition, some lawsuits have been filed against companies who make “natural” claims on their products. We make no “natural” claims on our products.

We have also been a party to several claims and proceedings in both the US Patent and Trademark Office and federal court regarding competitors’ attempted or actual infringement of the “SKINNYPOP” trademark. Each of these proceedings has resulted in a resolution whereby the competitor has expressly acknowledged our exclusive trademark rights to use “SKINNY” with respect to popcorn products. In some instances, however, we have expressly acknowledged the competitor’s rights to the term “SKINNY” with respect to non-popcorn snack foods. Additional matters may continue to arise from time to time where other competitors use the term “SKINNY” to refer to their products, and we may or may not be able to assert our trademark rights based on the specific facts in each case. We will continue to monitor and address such facts on a case-by-case basis.


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We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.

Our ability to compete effectively depends in part upon protection of our rights in trademarks, trade dress, copyrights and other intellectual property rights we own or license. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. We may not be able to preclude third parties from using the term “SKINNY” with respect to food or beverage products, and may not be able to leverage our branding beyond our current product offerings. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products or our use of intellectual property infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of our resources. A successful claim of trademark, copyright or other intellectual property infringement against us could prevent us from providing our products, which could harm our business, financial condition or results of operations. In addition, a breakdown in our internal policies and procedures may lead to an unintentional disclosure of our proprietary, confidential or material non-public information, which could in turn harm our business, financial condition or results of operations.

We may not be successful in implementing our growth strategy, including without limitation, enhancing our brand recognition, increasing distribution of our products, attracting new consumers to our brands, and introducing new products and product extensions, either on a timely basis or at all.

Our future success depends in large part on our ability to implement our growth strategy, including without limitation, enhancing our brand recognition, increasing distribution of our products, attracting new consumers to our brands, driving repeat purchase of our products and introducing new products and product extensions. Our ability to implement our growth strategy depends, among other things, on our ability to develop new products, identify and acquire additional product lines and businesses, secure shelf space in grocery stores and supermarkets, increase customer awareness of our brands, enter into distribution and other strategic arrangements with third-party retailers and other potential distributors of our products and compete with numerous other companies and products. In late 2014 and early 2015, SkinnyPop achieved significant distribution gains with some of the largest U.S. retail chains, including Walmart, Target and CVS Pharmacy. We cannot provide assurances to you that these customers will achieve performances comparable to our more seasoned retail customers nor that we will continue to expand retail distribution by adding more retail locations or SKU varieties as we have done with several other key customers in the past. We also cannot assure you that we will be able to successfully implement our growth strategy and continue to maintain growth in our sales. If we fail to implement our growth strategy, our sales and profitability may be adversely affected.

We may be unable to successfully identify and execute or integrate acquisitions.

In April 2015 and April 2016, we acquired Paqui and Boundless Nutrition, respectively. In addition, we plan to selectively pursue acquisitions in the future, including Crisps, to continue to grow and increase our profitability. Our acquisition strategy is based on identifying and acquiring brands with products that complement our existing products and identifying and acquiring brands in new categories and in new geographies for purposes of expanding our platform of healthier snacks. However, although we regularly evaluate multiple acquisition candidates, we cannot be certain that we will be able to successfully identify suitable acquisition candidates, negotiate acquisitions of identified candidates on terms acceptable to us, or integrate acquisitions that we complete.