8-K
Krispy Kreme, Inc. (DNUT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 11, 2023
Date of Report (Date of earliest event reported)
_________________________
Krispy Kreme, Inc.
(Exact name of registrant as specified in its charter)
_________________________
| Delaware | 001-40573 | 37-1701311 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2116 Hawkins Street, Charlotte, North Carolina 28203
(Address of principal executive offices)
(800) 457-4779
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value per share | DNUT | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On May 11, 2023, Krispy Kreme, Inc. (the "Company") issued a press release announcing the Company's financial results for the first quarter ended April 2, 2023. A copy of such press release is attached as Exhibit 99.1 and is also available on the Company’s website at investors.krispykreme.com.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Krispy Kreme, Inc. dated May 11, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
KRISPY KREME, INC.
Dated: May 11, 2023
By: /s/ Jeremiah Ashukian
| Name: | Jeremiah Ashukian |
|---|---|
| Title: | Chief Financial Officer |
Document
EXHIBIT 99.1
Krispy Kreme Reports Strong First Quarter 2023 and Reiterates Full Year Guidance
First quarter net revenue grew 12.5% with organic revenue growth of 14.4%
Points of Access grew by 12.5% to 12,410 and Ecommerce revenue grew 23%
GAAP net income of $1.6 million and Adjusted EBITDA of $54.9 million
CHARLOTTE, NC (May 11, 2023) – Krispy Kreme, Inc. (NASDAQ: DNUT) (“Krispy Kreme” or the “Company”) today reported strong financial results for the first quarter ended April 2, 2023. Net revenue grew 12.5% year-over-year to $419.0 million and organic revenue grew 14.4% led by robust performances in the U.S. and Market Development segments. Sales per Hub in the U.S. increased 9% to $4.6 million, driven by an 12% increase in points of access and an 8% increase in U.S. sales per Delivered Fresh Daily (“DFD”) door.
GAAP Net Income for the quarter was $1.6 million compared to Net Income of $6.5 million a year ago while GAAP diluted EPS for the quarter was $0.00 compared to diluted EPS of $0.02 last year. Adjusted diluted EPS increased 12.5% to $0.09 for the quarter, compared to $0.08 last year in the same period. Adjusted EBITDA grew 12.3% in the quarter to $54.9 million led by a 60 basis point improvement in U.S. margins.
Global Points of Access, which reflect all locations where fresh doughnuts and cookies can be purchased, increased by nearly 600 during the quarter, providing consumers with access to Krispy Kreme and Insomnia Cookies through more than 12,400 locations around the world.
Commenting on the Company’s performance, CEO Mike Tattersfield stated, “I’m proud of our performance in the first quarter that continued to demonstrate the strength of our omni-channel model, which allows us to meet consumer demand with premium, fresh doughnuts in a capital efficient manner. Our global Valentine’s Day and St. Patrick’s Day campaigns and specialty offerings such as Biscoff® Doughnuts resonated with consumers, showcasing the opportunities for premiumization as well as the gifting and sharing power of our brand.”
Mike continued, “We also achieved our best ever quarter of Ecommerce revenue, representing a higher mix of revenue than during the pandemic and we see a long runway for further growth in this channel. Krispy Kreme continues to be well-positioned to deliver another year of strong growth driven by our capital efficient DFD model and our global expansion plans.”
Financial Highlights
| $ in millions, except per share data | Q1 <br>2023 | vs Q1 <br>2022 |
|---|---|---|
| Net Revenue | $419.0 | +12.5% |
| Organic Revenue (1) | $422.5 | +14.4% |
| GAAP Net Income | $1.6 | (74.5)% |
| Adjusted Net Income, Diluted (1) | $15.3 | +15.5% |
| GAAP Operating Income | $14.9 | (13.5)% |
| GAAP Operating Income Margin | 3.6% | -100 bps |
| Adjusted EBITDA (1) | $54.9 | +12.3% |
| Adjusted EBITDA Margin (1) | 13.1% | 0 bps |
| GAAP Diluted EPS | $0.00 | $(0.02) |
| Adjusted Diluted EPS (1) | $0.09 | +$0.01 |
Notes:
(1)Non-GAAP figures – please refer to Reconciliation of Non-GAAP Financial Measures.
Key Operating Metrics
| $ in millions, except access points | Q1 <br>2023 | vs Q1 <br>2022 |
|---|---|---|
| Global Points of Access | 12,410 | +12.5% |
| Sales per Hub (U.S.) TTM | $4.6 | +9.0% |
| Sales per Hub (International) TTM | $9.8 | +8.5% |
| Ecommerce as a Percent of Retail Sales | 19.6% | +220 bps |
First Quarter 2023 Consolidated Results
Krispy Kreme’s first quarter 2023 results reflect strong growth compared to the prior year. Net revenue grew 12.5% to $419.0 million and total company organic revenue grew 14.4% in the quarter. Organic revenue growth was driven by strong growth from U.S. Krispy Kreme and Insomnia Cookies, as well as robust performances from our equity-owned Japan market and international franchise in our Market Development segment. Ecommerce revenue growth in the quarter was 23%.
GAAP Net Income for the quarter was $1.6 million, compared to a GAAP Net Income of $6.5 million in 2022. GAAP Net Income included a $13.4 million charge related to the previously disclosed exit of our small Branded Sweet Treats business that was largely non-cash, partially offset by a $9.7 million gain on a sale-leaseback. Inventory write-offs and employee severance associated with the exit of the Branded Sweet Treats business had a 180 basis point negative impact on Product and Distribution Costs in the first quarter of 2023.
Adjusted EBITDA in the quarter grew 12.3% to $54.9 million despite an approximately $2 million negative impact from the stronger U.S. dollar. Operating margins declined 100 basis points to 3.6%, while Adjusted EBITDA margins were flat at 13.1% from the same quarter in 2022, with an increase in Adjusted EBITDA margins from our U.S. and Market Development segments offset by a decrease in our International segment due to inflation. Adjusted Net Income, Diluted increased 15.5% to $15.3 million in the quarter. GAAP Diluted EPS in the quarter was $0.00 compared to $0.02 in the same quarter last year, while Adjusted Diluted EPS increased 12.5% to $0.09 from $0.08 in the first quarter of 2022.
First Quarter 2023 Market Segment Results
U.S.: In the U.S., segment net revenue grew 13.5% to $281.3 million, driven by the continued execution of our omni-channel strategy and growth of Insomnia Cookies. Organic revenue increased 13.7% driven by increased points of access, higher Ecommerce revenue, higher average weekly sales per DFD door as well as a strong performance in Insomnia Cookies, partially offset by a decrease in Branded Sweet Treats revenue. Average weekly DFD revenue per door hit a record in the quarter and was up 35% from the same period in 2021, as we continue to add new DFD partners and channels. Ecommerce revenue in the U.S. increased 32% compared to the prior year to 22.6% of sales. Excluding Branded Sweet Treats, organic revenue in the U.S. increased by 16.1%. Points of access increased by 359 in the quarter to 6,615, which represents an 11.5% increase from a year ago.
U.S. Adjusted EBITDA increased 18.9% to $38.5 million with Adjusted EBITDA margin expansion of 60 basis points to 13.7% driven primarily by efficiencies from increased Sales per Hub, improvements from the network optimization of our hubs without spokes as well as price increases, partially offset by cost inflation.
International: In the International segment, net revenue grew 3.5% to $90.3 million, with organic growth of 7.3%. Organic growth in the quarter was driven by a 12% increase in points of access compared to the prior year. Foreign currency translation had a negative 3.8% impact on net revenue growth during the quarter compared to a year ago. Points of access increased by 117 in the quarter to total 3,588.
International Adjusted EBITDA declined 21.3% over the prior year to $13.6 million, driven by cost inflation. Adjusted EBITDA margins declined 480 basis points to 15.0%. We have growing confidence in the U.K. market while Australia is currently seeing delayed and accelerated inflationary costs that hit most of our other markets in 2022.
Market Development: In the Market Development segment, net revenue increased 26.5% to $47.3 million driven by strong performances in our equity-owned Japan and Canada markets as well as our International Franchise business. Organic revenue growth was 35.5% compared to the same period in 2022.
Market Development Adjusted EBITDA grew 35.9% to $17.0 million, with strong margin improvement in our equity-owned Japan and Canada markets from hub and spoke efficiencies and strength in international franchise revenue more than offsetting inflation and the strong U.S. dollar. Adjusted EBITDA margins for the segment increased 250 basis points to 35.9% despite a negative impact from mix shift.
Balance Sheet & Capital Expenditures
During the first quarter of 2023, the company invested $26.6 million in capital expenditures, or 6.3% of revenue, primarily to support growth of our hot light theaters, cookie shops, and DFD Doors.
As of April 2, 2023, the Company had $29.7 million of cash and cash equivalents and net debt of $792.7 million. During the quarter, the company reduced its vendor financing programs including structured payables and supply chain financing by approximately $46.1 million. As previously disclosed, during the first quarter the Company successfully completed the refinancing of existing Term Loan A and Revolver facilities. The new $700 million Term Loan A and $300 million Revolver extends maturities until March 2028 at the same terms to existing facilities and welcomes several new creditors into our facilities. There was no change in the Company’s net debt as a result of this refinancing.
2023 Financial Outlook
Krispy Kreme re-affirms its previous guidance for the full year 2023 as follows:
•Net Revenue of $1.65 billion to $1.68 billion, +8% to +10% vs 2022 (+9% to +11% in constant currency)
•Organic Revenue growth of 9% to 11%
•Adjusted EBITDA of $205 million to $215 million, +8% to +13% vs 2022 (+10% to +14% in constant currency)
•Adjusted Net Income, diluted, of $52 million to $58 million, +5% to +17% vs 2022 (+9% to +21% in constant currency)
•Adjusted Diluted EPS of $0.31 to $0.34, +7% to +17% vs 2022 (+10% to +21% in constant currency)
•Income Tax rate between 24.5% to 26.0%
•Capital Expenditures between $105 million to $115 million, or approximately 6.6% of revenue
•Interest Expense, net between $39 million to $43 million
The above guidance continues to assume a negative 1% impact to 2023 revenue and a negative $3 million impact to 2023 Adjusted EBITDA from FX headwinds, with the impact entirely in the first half of the year. The Company expects to reduce its net leverage in 2023, as we make progress towards our 2026 goal of approximately 2.0x to 2.5x net leverage.
Definitions
The following definitions apply to terms used throughout this press release:
•Global Points of Access: Reflects all locations at which fresh doughnuts or cookies can be purchased. We define global points of access to include all Hot Light Theater Shops, Fresh Shops, Carts and Food Trucks, DFD Doors and Cookie Shops, at both Company-owned and franchise locations as of the end of the respective reporting period. We monitor global points of access as a metric that informs the growth of our omni-channel presence over time and believe this metric is useful to investors to understand our footprint in each of our segments.
•Hubs: Reflects locations where fresh doughnuts are produced and processed for sale at any point of access. We define Hubs to include self-sustaining Hot Light Theater Shops and Doughnut Factories, at both Company-owned and franchise locations as of the end of the respective reporting period.
•Sales Per Hub: Sales per Hub equals Fresh Revenues from Hubs with Spokes, divided by the average number of Hubs with Spokes at the end of the five most recent quarters.
•Fresh Revenues from Hubs with Spokes: Fresh Revenues include product sales generated from our Doughnut Shop business (including Ecommerce and delivery), as well as DFD sales, but excluding sales from our legacy wholesale business and our Branded Sweet Treat Line. It also excludes all Insomnia Cookies revenues as the measure is focused on the Krispy Kreme business. Fresh Revenues from Hubs with Spokes equals the Fresh Revenues derived from those Hubs currently producing product for other shops, Carts and Food Trucks, and/or DFD Doors, but excluding Fresh Revenues derived from those Hubs not currently producing product for other shops, Carts and Food Trucks, and/or DFD Doors.
•Total Net Leverage Ratio: Calculated using Net Debt (including both bank debt and financing leases as part of debt) divided by Adjusted EBITDA.
•Free Cash Flow: Defined as cash provided by operating activities less purchases of property and equipment.
Conference Call
Krispy Kreme will host a public conference call at 8:00 AM Eastern Time today to discuss its results for the first quarter of 2023. The conference call can be accessed by dialing 1 (800) 599-5188 and entering the conference ID 5487868. International participants can access the call via the corresponding number listed here and entering the conference ID 5487868. To listen to the live audio webcast and Q&A, visit the Krispy Kreme investor relations website at investors.krispykreme.com. A replay and transcript of the webcast will be available on the website within 24 hours after the call. Krispy Kreme’s earnings press release and related materials will also be available on the investor relations section of the Company’s website.
Investor Relations
Rob Ballew, VP of Investor Relations
rballew@krispykreme.com
Financial Media
Edelman Smithfield for Krispy Kreme, Inc.
Allie McLarty & Ashley Firlan, KrispyKremeIR@edelman.com
About Krispy Kreme
Headquartered in Charlotte, N.C., Krispy Kreme is one of the most beloved and well-known sweet treat brands in the world. Our iconic Original Glazed® doughnut is universally recognized for its hot-off-the-line, melt-in-your-mouth experience. Krispy Kreme operates in over 30 countries through its unique network of fresh doughnut shops, partnerships with leading retailers, and a rapidly growing Ecommerce and delivery business with more than 12,000 fresh points of access. Our purpose of touching and enhancing lives through the joy that is Krispy Kreme guides how we operate every day and is reflected in the love we have for our people, our communities and the planet. Connect with Krispy Kreme Doughnuts at www.KrispyKreme.com, or on one of its many social media channels, including www.Facebook.com/KrispyKreme and www.Twitter.com/KrispyKreme.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. The words “believe,” “may,” “could,” “will,” “should,” “anticipate,” “estimate,” “expect,” “outlook,” “guidance,” or similar words, or the negative of these words, identify forward-looking statements. Such forward-looking statements are based on certain assumptions and estimates that we consider reasonable but are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial conditions, business, prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Our actual results could differ materially from the forward-looking statements included herein. Factors that could cause actual results to differ from those expressed in forward-looking statements include, without limitation, the risks and uncertainties described under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended January 1, 2023, filed by us with the Securities and Exchange Commission (“SEC”) and described in the other filings we make from time to time with the SEC. We believe that these factors include, but are not limited to, the impact of pandemics, changes in consumer preferences, the impact of inflation, and our ability to execute on our omni-channel business strategy. These forward-looking statements are made only as of the date of this document, and we do not undertake any obligation, other than as may be required by applicable law, to update or revise any forward-looking or cautionary statement to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.
Non-GAAP Measures
This press release includes certain non-GAAP financial measures including organic revenue growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Fresh Revenue from Hubs with Spokes and Sales per Hub, which differ from results using U.S. Generally Accepted Accounting Principles (“GAAP”). These non-GAAP financial measures are not universally consistent calculations, limiting their usefulness as comparative measures. Other companies may calculate similarly titled financial measures differently than we do or may not calculate them at all. Additionally, these non-GAAP financial measures are not measurements of financial performance under GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine our non-GAAP financial measures in conjunction with our historical consolidated financial statements and notes thereto filed with the SEC.
To the extent that the Company provides guidance, it does so only on a non-GAAP basis. The Company does not provide reconciliations of such forward-looking non-GAAP measures to GAAP due to the inability to predict the amount and timing of impacts outside of the Company’s control on certain items, such as net income and other charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.
Krispy Kreme, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
| Quarter Ended | ||||
|---|---|---|---|---|
| April 2,<br>2023 (13 weeks) | April 3,<br>2022 (13 weeks) | |||
| Net revenues | ||||
| Product sales | $ | 410,674 | $ | 364,052 |
| Royalties and other revenues | 8,276 | 8,480 | ||
| Total net revenues | 418,950 | 372,532 | ||
| Product and distribution costs | 117,833 | 96,111 | ||
| Operating expenses | 191,408 | 168,726 | ||
| Selling, general and administrative expense | 61,468 | 53,711 | ||
| Marketing expenses | 9,853 | 10,159 | ||
| Pre-opening costs | 764 | 1,329 | ||
| Other income, net | (5,263) | (2,633) | ||
| Depreciation and amortization expense | 27,939 | 27,841 | ||
| Operating income | 14,948 | 17,288 | ||
| Interest expense, net | 11,988 | 7,351 | ||
| Other non-operating expense/(income), net | 999 | (321) | ||
| Income before income taxes | 1,961 | 10,258 | ||
| Income tax expense | 317 | 3,800 | ||
| Net income | 1,644 | 6,458 | ||
| Net income attributable to noncontrolling interest | 1,945 | 2,456 | ||
| Net (loss)/income attributable to Krispy Kreme, Inc. | $ | (301) | $ | 4,002 |
| Net (loss)/income per share: | ||||
| Common stock — Basic | $ | 0.00 | $ | 0.02 |
| Common stock — Diluted | $ | 0.00 | $ | 0.02 |
| Weighted average shares outstanding: | ||||
| Basic | 168,141 | 167,261 | ||
| Diluted | 168,141 | 169,485 |
Krispy Kreme, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
| As of | ||||
|---|---|---|---|---|
| (Unaudited) April 2, 2023 | January 1, 2023 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 29,675 | $ | 35,371 |
| Restricted cash | 409 | 359 | ||
| Accounts receivable, net | 52,053 | 51,089 | ||
| Inventories | 36,389 | 46,239 | ||
| Taxes receivable | 15,970 | 18,263 | ||
| Prepaid expense and other current assets | 21,138 | 26,953 | ||
| Total current assets | 155,634 | 178,274 | ||
| Property and equipment, net | 475,510 | 472,358 | ||
| Goodwill | 1,093,898 | 1,087,908 | ||
| Other intangible assets, net | 963,549 | 966,088 | ||
| Operating lease right of use asset, net | 433,352 | 417,381 | ||
| Other assets | 22,904 | 26,528 | ||
| Total assets | $ | 3,144,847 | $ | 3,148,537 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Current portion of long-term debt | $ | 40,216 | $ | 40,034 |
| Current operating lease liabilities | 39,963 | 43,160 | ||
| Accounts payable | 205,154 | 225,276 | ||
| Accrued liabilities | 82,961 | 104,424 | ||
| Structured payables | 77,742 | 103,575 | ||
| Total current liabilities | 446,036 | 516,469 | ||
| Long-term debt, less current portion | 776,975 | 739,052 | ||
| Noncurrent operating lease liabilities | 432,008 | 412,759 | ||
| Deferred income taxes, net | 142,304 | 143,124 | ||
| Other long-term obligations and deferred credits | 40,374 | 38,258 | ||
| Total liabilities | 1,837,697 | 1,849,662 | ||
| Commitments and contingencies | ||||
| Shareholders’ equity: | ||||
| Common stock, $0.01 par value; 300,000 shares authorized as of both April 2, 2023 and January 1, 2023; 168,176 and 168,137 shares issued and outstanding as of April 2, 2023 and January 1, 2023, respectively | 1,682 | 1,681 | ||
| Additional paid-in capital | 1,431,649 | 1,426,105 | ||
| Shareholder note receivable | (4,830) | (4,813) | ||
| Accumulated other comprehensive loss, net of income tax | (918) | (9,151) | ||
| Retained deficit | (223,674) | (217,490) | ||
| Total shareholders’ equity attributable to Krispy Kreme, Inc. | 1,203,909 | 1,196,332 | ||
| Noncontrolling interest | 103,241 | 102,543 | ||
| Total shareholders’ equity | 1,307,150 | 1,298,875 | ||
| Total liabilities and shareholders’ equity | $ | 3,144,847 | $ | 3,148,537 |
Krispy Kreme, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Quarter Ended | ||||
|---|---|---|---|---|
| April 2, 2023 (13 weeks) | April 3, 2022 (13 weeks) | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net income | $ | 1,644 | $ | 6,458 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization expense | 27,939 | 27,841 | ||
| Deferred income taxes | (219) | (822) | ||
| Loss on extinguishment of debt | 472 | — | ||
| Impairment and lease termination charges | 4,900 | 218 | ||
| Loss on disposal of property and equipment | 33 | 24 | ||
| Gain on sale-leaseback | (9,661) | (2,374) | ||
| Share-based compensation | 5,545 | 5,041 | ||
| Change in accounts and notes receivable allowances | 334 | (156) | ||
| Inventory write-off | 7,115 | 251 | ||
| Settlement of interest rate swap derivatives | 7,657 | — | ||
| Other | (204) | (1,345) | ||
| Change in operating assets and liabilities, excluding foreign currency translation adjustments | (35,190) | (6,745) | ||
| Net cash provided by operating activities | 10,365 | 28,391 | ||
| CASH FLOWS USED FOR INVESTING ACTIVITIES: | ||||
| Purchase of property and equipment | (26,553) | (29,460) | ||
| Proceeds from sale-leaseback | 10,025 | 3,000 | ||
| Other investing activities | 82 | 23 | ||
| Net cash used for investing activities | (16,446) | (26,437) | ||
| CASH FLOWS FROM/(USED FOR) FINANCING ACTIVITIES: | ||||
| Proceeds from the issuance of debt | 891,698 | 28,000 | ||
| Repayment of long-term debt and lease obligations | (852,144) | (28,697) | ||
| Payment of financing costs | (5,000) | — | ||
| Proceeds from structured payables | 44,757 | 74,180 | ||
| Payments on structured payables | (70,480) | (58,361) | ||
| Payment of contingent consideration related to a business combination | — | (900) | ||
| Capital contribution by shareholders | — | 240 | ||
| Payments of issuance costs in connection with IPO | — | (12,458) | ||
| Proceeds from sale of noncontrolling interest in subsidiary | — | 52 | ||
| Distribution to shareholders | (5,884) | (5,855) | ||
| Payments for repurchase and retirement of common stock | — | (1,466) | ||
| Distribution to noncontrolling interest | (1,139) | (1,362) | ||
| Net cash provided by/(used for) financing activities | 1,808 | (6,627) | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,373) | (2,228) | ||
| Net decrease in cash, cash equivalents and restricted cash | (5,646) | (6,901) | ||
| Cash, cash equivalents and restricted cash at beginning of period | 35,730 | 39,192 | ||
| Cash, cash equivalents and restricted cash at end of period | $ | 30,084 | $ | 32,291 |
Krispy Kreme, Inc.
Reconciliation of Non-GAAP Financial Measures (Unaudited)
(in thousands, except per share amounts)
| Quarter Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | April 2,<br>2023 | April 3,<br>2022 | ||||||||
| Net income | $ | 1,644 | $ | 6,458 | ||||||
| Interest expense, net | 11,988 | 7,351 | ||||||||
| Income tax expense | 317 | 3,800 | ||||||||
| Depreciation and amortization expense | 27,939 | 27,841 | ||||||||
| Share-based compensation | 5,545 | 5,041 | ||||||||
| Employer payroll taxes related to share-based compensation | 25 | 55 | ||||||||
| Other non-operating expense/(income), net (1) | 999 | (321) | ||||||||
| Strategic initiatives (2) | 13,469 | — | ||||||||
| Acquisition and integration expenses (3) | 91 | 517 | ||||||||
| New market penetration expenses (4) | 94 | 110 | ||||||||
| Shop closure (income)/expenses, net (5) | (679) | 230 | ||||||||
| Restructuring and severance expenses (6) | 580 | — | ||||||||
| Gain on sale-leaseback | (9,661) | (2,374) | ||||||||
| Other (7) | 2,577 | 199 | ||||||||
| Adjusted EBITDA | $ | 54,928 | $ | 48,907 | Quarter Ended | |||||
| --- | --- | --- | --- | --- | ||||||
| (in thousands) | April 2,<br>2023 | April 3,<br>2022 | ||||||||
| Segment Adjusted EBITDA: | ||||||||||
| U.S. | $ | 38,535 | $ | 32,407 | ||||||
| International | 13,567 | 17,244 | ||||||||
| Market Development | 16,966 | 12,488 | ||||||||
| Corporate | (14,140) | (13,232) | ||||||||
| Total Adjusted EBITDA | $ | 54,928 | $ | 48,907 | ||||||
| Quarter Ended | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| (in thousands, except per share amounts) | April 2,<br>2023 | April 3,<br>2022 | ||||||||
| Net income | $ | 1,644 | $ | 6,458 | ||||||
| Share-based compensation | 5,545 | 5,041 | ||||||||
| Employer payroll taxes related to share-based compensation | 25 | 55 | ||||||||
| Other non-operating expense/(income), net (1) | 999 | (321) | ||||||||
| Strategic initiatives (2) | 13,469 | — | ||||||||
| Acquisition and integration expenses(3) | 91 | 517 | ||||||||
| New market penetration expenses (4) | 94 | 110 | ||||||||
| Shop closure (income)/expenses, net (5) | (679) | 230 | ||||||||
| Restructuring and severance expenses (6) | 580 | — | ||||||||
| Gain on sale-leaseback | (9,661) | (2,374) | ||||||||
| Other(7) | 2,577 | 199 | ||||||||
| Amortization of acquisition related intangibles (8) | 7,273 | 7,246 | ||||||||
| Loss on extinguishment of 2019 facility (9) | 472 | — | ||||||||
| Tax impact of adjustments (10) | (4,656) | (1,078) | ||||||||
| Tax specific adjustments (11) | (557) | — | ||||||||
| Net income attributable to noncontrolling interest | (1,945) | (2,456) | ||||||||
| Adjustment to adjusted net income attributable to common shareholders | — | (374) | ||||||||
| Adjusted net income attributable to common shareholders - Basic | $ | 15,271 | $ | 13,253 | ||||||
| Additional income attributed to noncontrolling interest due to subsidiary potential common shares | (10) | (40) | ||||||||
| Adjusted net income attributable to common shareholders - Diluted | $ | 15,261 | $ | 13,213 | ||||||
| Basic weighted average common shares outstanding | 168,141 | 167,261 | ||||||||
| Dilutive effect of outstanding common stock options and RSUs | 1,850 | 2,224 | ||||||||
| Diluted weighted average common shares outstanding | 169,991 | 169,485 | ||||||||
| Adjusted net income per share attributable to common shareholders: | ||||||||||
| Basic | $ | 0.09 | $ | 0.08 | ||||||
| Diluted | $ | 0.09 | $ | 0.08 |
(1)Primarily foreign translation gains and losses in each period.
(2)The quarter ended April 2, 2023 consists primarily of costs associated with the decision to exit the Branded Sweet Treats business, including property, plant and equipment impairments, inventory write-offs, employee severance, and other related costs.
(3)Consists of acquisition and integration-related costs in connection with the Company’s business and franchise acquisitions, including legal, due diligence, and advisory fees incurred in connection with acquisition and integration-related activities for the applicable period.
(4)Consists of start-up costs associated with entry into new countries for which the Company’s brands have not previously operated, including the Insomnia Cookies brand entering Canada and the U.K.
(5)Includes lease termination costs, impairment charges, and loss on disposal of property, plant and equipment.
(6)The quarter ended April 2, 2023 consists primarily of costs associated with restructuring of the global and U.S. executive teams.
(7)The quarters ended April 2, 2023 and April 3, 2022 consist primarily of legal and other regulatory expenses incurred outside the ordinary course of business. The regulatory expenses incurred in the quarter ended April 2, 2023 relate to previous business acquisitions.
(8)Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the Condensed Consolidated Statements of Operations.
(9)Includes interest expenses related to unamortized debt issuance costs from the 2019 Facility associated with extinguished lenders as a result of the March 2023 debt refinancing.
(10)Tax impact of adjustments calculated applying the applicable statutory rates. The quarters ended April 2, 2023 and April 3, 2022 also include the impact of disallowed executive compensation expense.
(11)The quarter ended April 2, 2023 consists of a discrete tax benefit unrelated to ongoing operations.
Krispy Kreme, Inc.
Segment Reporting (Unaudited)
(in thousands except percentages or otherwise stated)
| Quarter Ended | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 2, 2023 | April 3, 2022 | |||||||||||||||||||||
| Net revenues: | ||||||||||||||||||||||
| U.S. | $ | 281,344 | $ | 247,919 | ||||||||||||||||||
| International | 90,288 | 87,201 | ||||||||||||||||||||
| Market Development | 47,318 | 37,412 | ||||||||||||||||||||
| Total net revenues | $ | 418,950 | $ | 372,532 | Q1 2023 Organic Revenue<br><br>(in thousands, except percentages) | U.S. | International | Market Development | Total Company | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||
| Total net revenues in first quarter of fiscal 2023 | $ | 281,344 | $ | 90,288 | $ | 47,318 | $ | 418,950 | ||||||||||||||
| Total net revenues in first quarter of fiscal 2022 | 247,919 | 87,201 | 37,412 | 372,532 | ||||||||||||||||||
| Total Net Revenue Growth | 33,425 | 3,087 | 9,906 | 46,418 | ||||||||||||||||||
| Total Net Revenue Growth % | 13.5% | 3.5% | 26.5% | 12.5% | ||||||||||||||||||
| Less: Impact of shop optimization closures | (3,187) | — | — | (3,187) | ||||||||||||||||||
| Adjusted net revenues in first quarter of fiscal 2022 | 244,732 | 87,201 | 37,412 | 369,345 | ||||||||||||||||||
| Adjusted Net Revenue Growth | 36,612 | 3,087 | 9,906 | 49,605 | ||||||||||||||||||
| Impact of acquisitions | (3,080) | — | 893 | (2,187) | ||||||||||||||||||
| Impact of foreign currency translation | — | 3,308 | 2,471 | 5,779 | ||||||||||||||||||
| Organic Revenue Growth | $ | 33,532 | $ | 6,395 | $ | 13,270 | $ | 53,197 | ||||||||||||||
| Organic Revenue Growth % | 13.7% | 7.3% | 35.5% | 14.4% | Q1 2022 Organic Revenue<br><br>(in thousands, except percentages) | U.S. | International | Market Development | Total Company | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Total net revenues in first quarter of fiscal 2022 | $ | 247,919 | $ | 87,201 | $ | 37,412 | $ | 372,532 | ||||||||||||||
| Total net revenues in first quarter of fiscal 2021 | 222,470 | 66,506 | 32,833 | 321,809 | ||||||||||||||||||
| Total Net Revenues Growth | 25,449 | 20,695 | 4,579 | 50,723 | ||||||||||||||||||
| Total Net Revenues Growth % | 11.4 | % | 31.1 | % | 13.9 | % | 15.8 | % | ||||||||||||||
| Impact of acquisitions | (3,926) | — | (2,618) | (6,544) | ||||||||||||||||||
| Impact of foreign currency translation | — | 2,935 | 1,161 | 4,096 | ||||||||||||||||||
| Organic Revenue Growth | $ | 21,523 | $ | 23,630 | $ | 3,122 | $ | 48,275 | ||||||||||||||
| Organic Revenue Growth % | 9.7 | % | 35.5 | % | 9.5 | % | 15.0 | % | ||||||||||||||
| Sales per Hub | Trailing Four Quarters Ended | Fiscal Year Ended | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||
| (in thousands, unless otherwise stated) | April 2, 2023 | January 1, 2023 | January 2, 2022 | |||||||||||||||||||
| U.S.: | ||||||||||||||||||||||
| Revenues | $ | 1,043,675 | $ | 1,010,250 | $ | 923,129 | ||||||||||||||||
| Non-Fresh Revenues (1) | (34,112) | (38,380) | (37,311) | |||||||||||||||||||
| Fresh Revenues from Insomnia Cookies and Hubs without Spokes (2) | (414,432) | (404,430) | (414,899) | |||||||||||||||||||
| Sales from Hubs with Spokes | 595,131 | 567,440 | 470,919 | |||||||||||||||||||
| Sales per Hub (millions) | 4.6 | 4.5 | 4.0 | |||||||||||||||||||
| International: | ||||||||||||||||||||||
| Sales from Hubs with Spokes (3) | $ | 369,003 | $ | 365,916 | $ | 332,995 | ||||||||||||||||
| Sales per Hub (millions) (4) | 9.8 | 9.8 | 8.4 |
(1)Includes the exited Branded Sweet Treats business revenues.
(2)Includes Insomnia Cookies revenues and Fresh Revenues generated by Hubs without Spokes.
(3)Total International net revenues is equal to Fresh Revenues from Hubs with Spokes for that business segment.
(4)International Sales per Hub comparative data has been restated in constant currency based on current exchange rates.
Krispy Kreme, Inc.
Global Points of Access (Unaudited)
| Global Points of Access (1) | ||||
|---|---|---|---|---|
| Quarter Ended | Fiscal Year Ended | |||
| April 2, 2023 | April 3, 2022 | January 1, 2023 | ||
| U.S.: (2) | ||||
| Hot Light Theater Shops | 228 | 240 | 234 | |
| Fresh Shops | 67 | 61 | 62 | |
| Cookie Shops | 239 | 217 | 231 | |
| Carts, Food Trucks, and Other (3) | — | 2 | — | |
| DFD Doors (5) | 6,081 | 5,411 | (4) | 5,729 |
| Total | 6,615 | 5,931 | 6,256 | |
| International: | ||||
| Hot Light Theater Shops | 34 | 32 | 37 | |
| Fresh Shops | 395 | 376 | 388 | |
| Carts, Food Trucks, and Other (3) | 16 | 1 | 14 | |
| DFD Doors | 3,143 | 2,794 | (4) | 3,032 |
| Total | 3,588 | 3,203 | 3,471 | |
| Market Development: (4) | ||||
| Hot Light Theater Shops | 115 | 113 | 115 | |
| Fresh Shops | 898 | 810 | 873 | |
| Carts, Food Trucks, and Other (3) | 28 | 31 | 27 | |
| DFD Doors | 1,166 | 939 | 1,095 | |
| Total | 2,207 | 1,893 | 2,110 | |
| Total Global Points of Access (as defined) | 12,410 | 11,027 | 11,837 | |
| Total Hot Light Theater Shops | 377 | 385 | 386 | |
| Total Fresh Shops | 1,360 | 1,247 | 1,323 | |
| Total Cookie Shops | 239 | 217 | 231 | |
| Total Shops | 1,976 | 1,849 | 1,940 | |
| Total Carts, Food Trucks, and Other | 44 | 34 | 41 | |
| Total DFD Doors | 10,390 | 9,144 | 9,856 | |
| Total Global Points of Access (as defined) | 12,410 | 11,027 | 11,837 |
(1)Excludes the recently exited Branded Sweet Treats distribution points.
(2)Includes Points of Access that were acquired from a franchisee in the U.S. in the third quarter of fiscal 2022. These Points of Access were previously included in the Market Development segment prior to the acquisition date.
(3)Carts and Food Trucks are non-producing, mobile (typically on wheels) facilities without walls or a door where product is received from a Hot Light Theater Shop or Doughnut Factory. Other includes a vending machine. Points of Access in this category are primarily found in international locations, in airports, train stations, etc.
(4)Includes locations in Japan and Canada, which are Company-owned. All remaining Points of Access in the Market Development segment relate to our franchise business.
(5)Includes over 160 McDonald’s test shops located in Louisville and Lexington, Kentucky and the surrounding area as of April 2, 2023.
Krispy Kreme, Inc.
Global Hubs (Unaudited)
| Hubs | |||
|---|---|---|---|
| Quarter Ended | Fiscal Year Ended | ||
| April 2, 2023 | April 3, 2022 | January 1, 2023 | |
| U.S.: | |||
| Hot Light Theater Shops (1) | 221 | 237 | 228 |
| Doughnut Factories | 4 | 4 | 4 |
| Total | 225 | 241 | 232 |
| Hubs with Spokes | 137 | 122 | 133 |
| Hubs without Spokes | 88 | 119 | 99 |
| International: | |||
| Hot Light Theater Shops (1) | 28 | 26 | 28 |
| Doughnut Factories | 11 | 11 | 11 |
| Total | 39 | 37 | 39 |
| Hubs with Spokes | 39 | 37 | 39 |
| Market Development: | |||
| Hot Light Theater Shops (1) | 109 | 110 | 110 |
| Doughnut Factories | 27 | 27 | 27 |
| Total | 136 | 137 | 137 |
| Total Hubs | 400 | 415 | 408 |
(1)Includes only Hot Light Theater Shops and excludes Mini Theaters. A Mini Theater is a Spoke location that produces some doughnuts for itself and also receives doughnuts from another producing location.
Krispy Kreme, Inc.
Net Debt and Leverage (Unaudited)
(in thousands, except leverage ratio)
| (in thousands, except leverage ratio) | April 2, 2023 | January 1, 2023 | ||||
|---|---|---|---|---|---|---|
| Current portion of long-term debt | $ | 40,216 | $ | 40,034 | ||
| Long-term debt, less current portion | 776,975 | 739,052 | ||||
| Total long-term debt, including debt issuance costs | 817,191 | 779,086 | ||||
| Add back: Debt issuance costs | 5,158 | 2,247 | ||||
| Total long-term debt, excluding debt issuance costs | 822,349 | 781,333 | ||||
| Less: Cash and cash equivalents | (29,675) | (35,371) | ||||
| Net debt | $ | 792,674 | $ | 745,962 | ||
| Adjusted EBITDA - trailing four quarters | 196,750 | 190,729 | ||||
| Net leverage ratio | 4.0 | x | 3.9 | x |