UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 2020
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Better Choice Company Inc.
(Exact name of Registrant as Specified in its Charter)
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| Delaware | 333-161943 | 26-2754069 |
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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164 Douglas Rd E, Oldsmar, Florida | 34677 |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant's Telephone Number, Including Area Code): (646) 846-4280
N/A
(Former name or former address, if changed since last report.)
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
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
On November 18, 2020, Better Choice Company Inc., a Delaware corporation (the “Company”), announced its financial results for the quarter ended September 30, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
Better Choice Third Quarter 2020 Financial Results Conference Call
On November 18, 2020, at 8:30 am EDT, the Company will host a conference call to discuss results for the nine months ended September 30, 2020. Interested parties, including analysts, investors and the media, may listen live via the details below.
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| Event: | Better Choice Third Quarter 2020 Financial Results Conference Call |
| Date: | Wednesday, September 18, 2020 |
| Time: | 8:30 a.m. Eastern Time |
| Live Call: | +1-877-407-4018 (U.S. Toll-Free) or +1-201-689-8471 (International) |
| Webcast: | http://public.viavid.com/index.php?id=142446 |
Updated Investor Presentation
On November 18, 2020, the Company posted an updated investor presentation (the “Investor Presentation”) to its website and it is available in the Company Info section of the Company’s website at https://betterchoicecompany.com/wp-content/uploads/2020/11/BTTR-3Q20-Earnings-Presentation-vNov-17-Final.pdf. A copy of the Investor Presentation is included as Exhibit 99.2 to this Current Report.
The Company intends to use the Investor Presentation in presentations to investors and analysts from time to time in the future. The furnishing of the information in this Current Report is not intended to, and does not, constitute a determination by the Company that the information in this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. The information in the materials is presented as of November 18, 2020, and the Company does not assume any obligation to update such information in the future.
The information in Item 7.01 of this Current Report shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Management's projections and expectations are subject to a number of risks and uncertainties that could cause actual performance to differ materially from that predicted or implied. Forward-looking statements may be identified by the use of words such as "expect," "anticipate," "believe," "estimate," "potential," "should" or similar words intended to identify information that is not historical in nature. Forward-looking statements contained herein include, among others, statements concerning management's expectations about future events and the Company’s operating plans and performance, the effects of the COVID-19 outbreak, including levels of consumer, business and economic confidence generally, the regulatory environment, litigation, sales, and the expected benefits of acquisitions, and such statements are based on the current beliefs and expectations of the Company’s management, as applicable, and are subject to known and unknown risks and uncertainties. There are a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. These statements speak only as of the date they are made, and the Company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic or industry conditions or other circumstances arising and/or existing since the preparation of this Current Report on Form 8-K or to reflect the occurrence of any unanticipated events. For further information regarding the risks associated with the Company’s business, please refer to the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the most recent fiscal year end, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits.
SIGNATURE
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.
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| Better Choice Company Inc. |
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| By: | /s/ Werner von Pein | |
| Name: | Werner von Pein | |
| Title: | Chief Executive Officer | |
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| November 18, 2020 | | | |
Exhibit 99.1
Better Choice Company Reports Third Quarter and Year-to-Date 2020 Financial Results
NEW YORK, NY, November 18, 2020 -- Better Choice Company, Inc. (OTCQB: BTTR) (the “Company” or “Better Choice”), an animal health and wellness company, today reported its financial results for the third quarter ended September 30, 2020.
“We are very excited to share our third quarter 2020 results with the investor community. 2020 has been a “banner year” for Better Choice and we are excited to be a leader in the highest growth areas of the pet food industry as we move into 2021,” said Werner von Pein, CEO of Better Choice.
“We have a strong presence in the highest growth segments of animal health with e-commerce and direct-to-consumer sales representing ~60% of consolidated revenue,” continued Mr. von Pein. “We are uniquely positioned to benefit in the current global environment as consumers move online and we are focused on continuing to convert a large number of our customer base into “sticky” subscription or recurring revenue purchasers. Our international expansion continues to accelerate and represented 27% and 22% of net sales for Q3 and year-to-date, respectively. A strong internal focus on achieving cash flow positivity, managing costs and adopting industry best practices provides a strong foundation for us as we execute on organic growth and evaluate M&A opportunities, with both avenues presenting compelling expansion opportunities.”
Operational Updates
•Continued to grow the business throughout the COVID-19 recession, primarily in e-commerce, direct-to-consumer and international (sold through domestic distributors).
•Successfully integrating the TruPet and Halo subsidiaries.
•Received approval in June 2020 from the Chinese Ministry of Agriculture to ship 15 diets directly to mainland China. Net sales in China were $1.8mm and $3.5mm for Q3 and year to date, respectively, and expect annual revenue in China to be ~$7mm and growing. We expect total international annual revenue to be ~$12mm.
•Consolidated warehouse operations in October 2020 into one location, just outside of Nashville, TN.
•Raised more than $20mm of equity in October 2020 to support growth and de-lever the balance sheet, including more than $11mm invested by Company insiders.
Financial Results for the Third Quarter and Year-to-Date 2020
•Year-to-date 2020 Net Sales of $33.3mm
•Third quarter 2020 Net Sales of $11.1mm
•Year-to-date 2020 Loss from operations of $24.3mm
•Third quarter 2020 Loss from operations of $3.3mm
•Year-to-date 2020 Adjusted EBITDA of ($1.1mm)
•Third quarter 2020 Adjusted EBITDA of ($0.4mm)
Conference Call and Webcast Information
The Company will host a conference call and audio webcast on Wednesday, November 18 at 8:30 a.m. ET to answer questions about the Company's operational and financial highlights for the third quarter of 2020.
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| Event: | Better Choice Third Quarter 2020 Financial Results Conference Call |
| Date: | Wednesday, November 18, 2020 |
| Time: | 8:30 a.m. Eastern Time |
| Live Call: | +1-877-407-4018 (U.S. Toll-Free) or +1-201-689-8471 (International) |
| Webcast: | http://public.viavid.com/index.php?id=142446 |
For interested individuals unable to join the conference call, a dial-in replay of the call will be available until September 1, 2020 and can be accessed by dialing +1-844-512-2921 (U.S. Toll Free) or +1-412-317-6671 (International) and entering replay pin number: 13713159.
Better Choice Company Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
(Dollars in thousands, except share and per share amounts)
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| Nine Months Ended September 30, | | Three Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
| Net sales | $ | 33,302 | | | $ | 11,567 | | | $ | 11,135 | | | $ | 3,932 | |
| Cost of goods sold | 20,567 | | | 7,178 | | | 6,681 | | | 3,096 | |
| Gross profit | 12,735 | | | 4,389 | | | 4,454 | | | 836 | |
| Operating expenses: | | | | | | | |
| General and administrative | 23,298 | | | 12,031 | | | 3,648 | | | 4,856 | |
| Share-based compensation | 7,047 | | | 6,708 | | | 1,543 | | | 2,496 | |
| Sales and marketing | 6,203 | | | 8,452 | | | 2,396 | | | 2,856 | |
| Customer service and warehousing | 500 | | | 854 | | | 148 | | | 303 | |
| Total operating expenses | 37,048 | | | 28,045 | | | 7,735 | | | 10,511 | |
| Loss from operations | (24,313) | | | (23,656) | | | (3,281) | | | (9,675) | |
| Other expense (income): | | | | | | | |
| Interest expense, net | 7,268 | | | 165 | | | 2,537 | | | 41 | |
| Loss on extinguishment of debt | 88 | | | — | | | 88 | | | — | |
| Loss on acquisitions | — | | | 147,376 | | | — | | | (2,612) | |
| Change in fair value of warrant derivative liability | (2,118) | | | (886) | | | (4,213) | | | (1,079) | |
| Total other expense (income), net | 5,238 | | | 146,655 | | | (1,588) | | | (3,650) | |
| Net and comprehensive loss | (29,551) | | | (170,311) | | | (1,693) | | | (6,025) | |
| Preferred dividends | 103 | | | 70 | | | 35 | | | 43 | |
| Net and comprehensive loss available to common stockholders | $ | (29,654) | | | $ | (170,381) | | | $ | (1,728) | | | $ | (6,068) | |
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| Weighted average number of shares outstanding, basic and diluted | 48,809,740 | | | 28,624,230 | | | 48,961,447 | | | 43,575,010 | |
| Loss per share, basic and diluted | $ | (0.61) | | | $ | (5.95) | | | $ | (0.04) | | | $ | (0.14) | |
Non-GAAP Measures
Better Choice Company defines Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider indicative of our core operations. Adjusted EBITDA is determined by adding the following items to net and comprehensive loss: depreciation and amortization, interest expense, share-based compensation, warrant expense and dividends, change in fair value of warrant derivative liability, loss on extinguishment of debt, loss on acquisitions, acquisition related expenses, purchase accounting adjustments, equity and debt offering expenses and COVID-19 expenses.
The Company presents Adjusted EBITDA it is a key measure used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. We believe that the disclosure of Adjusted EBITDA is useful to investors as this non-GAAP measure forms the basis of how our management team reviews and considers our operating results. By disclosing this non-GAAP measure, we believe that we
create for investors a greater understanding of and an enhanced level of transparency into the means by which our management team operates our company. We also believe this measure can assist investors in comparing our performance to that of other companies on a consistent basis without regard to certain items that do not directly affect our ongoing operating performance or cash flows.
Adjusted EBITDA does not represent cash flows from operations as defined by GAAP. Adjusted EBITDA has limitations as a financial measure and you should not consider it in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net loss, gross margin, and our other GAAP results.
The following table presents a reconciliation of net and comprehensive loss, the closest GAAP financial measure, to EBITDA and Adjusted EBITDA for each of the periods indicated:
Better Choice Company Inc.
Reconciliation of Net Loss to EBITDA, Adjusted EBITDA and Pro Forma Adjusted EBITDA
(Dollars in thousands)
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| Nine Months Ended September 30, | | Three Months Ended September 30, | | Three Months Ended June 30, | | Three Months Ended March 30, |
| 2020 | | 2020 | | 2020 | | 2020 |
| Net and comprehensive loss | $ | (29,654) | | | $ | (1,728) | | | $ | (18,438) | | | $ | (9,488) | |
| Depreciation and amortization | 1,298 | | | 432 | | | 409 | | | 457 | |
| Interest expense, net | 7,268 | | | 2,537 | | | 2,430 | | | 2,301 | |
| EBITDA | (21,088) | | | 1,241 | | | (15,599) | | | (6,730) | |
| Non-cash share-based compensation(a) | 7,047 | | | 1,543 | | | 3,020 | | | 2,484 | |
| Non-cash warrant expense(b) | 9,986 | | | — | | | 7,390 | | | 2,594 | |
| Non-cash dividends(c ) | 103 | | | 34 | | | 34 | | | 35 | |
| Non-cash change in fair value of warrant derivative liability | (2,118) | | | (4,213) | | | 3,474 | | | (1,379) | |
| Loss on extinguishment of debt | 88 | | | 88 | | | — | | | — | |
| Acquisition related expenses/(income)(d) | 1,236 | | | (57) | | | 616 | | | 677 | |
| Non-cash effect of purchase accounting on cost of goods sold(e) | 894 | | | — | | | — | | | 894 | |
| Offering relating expenses(f) | 987 | | | 338 | | | 334 | | | 315 | |
| Non-recurring expenses(g) | 1,719 | | | 658 | | | 79 | | | 982 | |
| COVID-19 expenses(h) | 30 | | | 5 | | | 25 | | | — | |
| Adjusted EBITDA | $ | (1,117) | | | $ | (362) | | | $ | (627) | | | $ | (128) | |
| (a) Reflects non-cash expenses related to equity compensation awards. Share-based compensation is an important part of the Company's compensation strategy and without our equity compensation plans, it is probable that salaries and other compensation related costs would be higher. |
| (b) Reflects non-cash expenses related to stock purchase warrants associated with a contract that was subsequently terminated. |
| (c) Reflects non-cash expenses related dividends that were settled in October 2020 in connection with the issuance of Series F preferred stock. |
| (d) Reflects costs incurred related to acquisition and integration activities that will not recur and operating expenses that will not recur due to acquisition related synergies. |
| (e) Reflects non-cash expense recognized in cost of goods sold related to the step-up of inventory required under the accounting rules for business combinations. |
| (f) Reflects administrative costs associated with the registration of previously issued common shares and other debt and equity financing transactions. |
| (g) Reflects contract termination costs and the write off of a prepaid asset related to the termination of a contract entered into during 2019, including $0.8 million and $0.4 million of non-cash expenses, respectively, for the nine month period; and other non-recurring costs. |
| (h) Reflects cleaning, sanitizing, protective equipment and hazard compensation related to COVID-19. |
During October 2020, we completed the outsourcing of certain warehouse operations to a third party logistics facility. We expect that this operational improvement would have provided approximately $0.3mm in cost savings for the year-to-date period had it been implemented on January 1, 2020.
About Better Choice Company, Inc.
Better Choice Company Inc. is a rapidly growing animal health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live healthier, happier and longer lives. We take an alternative, nutrition-based approach to animal health relative to conventional dog and cat food offerings, and position our portfolio of brands to benefit from the mainstream trends of growing pet humanization and consumer focus on health and wellness. We have a demonstrated, multi-decade track record of success selling trusted animal health and wellness products, and leverage our established digital footprint to provide pet parents with the knowledge to make informed decisions about their pet’s health. We sell the majority of our dog food, cat food and treats under the Halo and TruDog brands, which are focused, respectively, on providing sustainably sourced kibble and canned food derived from real whole meat, and minimally processed raw-diet dog food and treats. For more information, please visit https://www.betterchoicecompany.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Further information on the Company’s risk factors is contained in our filings with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Company Contact:
Better Choice Company, Inc.
Werner von Pein, CEO
Investor Contact:
Red Chip Companies, Inc
Dave Gentry