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8-K - 8-K - INTERLINE BRANDS, INC./DEibiq2fy14form8-k.htm
Exhibit 99.1

FOR IMMEDIATE RELEASE    
August 4, 2014

Interline Brands Announces Second Quarter 2014 Sales and Earnings Results

Jacksonville, Fla. - August 4, 2014 - Interline Brands, Inc. ("Interline" or the "Company"), a leading distributor and direct marketer of broad-line maintenance, repair and operations ("MRO") products to the facilities maintenance end-market, reported sales and earnings for the fiscal quarter ended June 27, 2014.

Second Quarter 2014 Highlights:

Sales increased 4.9% to $425.5 million
Adjusted EBITDA increased to $34.7 million and last twelve months Adjusted EBITDA increased to $135.8 million
Total liquidity as of quarter-end increased to $181.2 million
Net debt(1) as of quarter-end to last twelve months Adjusted EBITDA ratio improved to 5.9x

Michael J. Grebe, Chairman and Chief Executive Officer commented, "Momentum continued throughout our business during the second quarter driven by the execution of our strategic growth initiatives as well as healthier fundamentals in our key end-markets. New customer wins, solid growth from our national accounts program, successful onboarding of new sales associates in targeted regions and strong demand for our supply chain solutions all contributed nicely to our results for the quarter. Importantly, we generated higher levels of growth across all of our end-markets during the second quarter, demonstrating a nice recovery from the weather-related impacts in early 2014."

Mr. Grebe added, "As we have discussed previously, investments in our growth initiatives are gaining traction, driving higher levels of revenue growth and enhancing our competitive position and market share. We expect these investments to produce even higher returns over time as our expense structure begins to normalize next year. As we look forward to the second half of the year, we remain confident in our market position, the overall health of our key end-markets, and our ability to continue to successfully execute our strategic plan."

Second Quarter 2014 Results

Sales for the quarter ended June 27, 2014 were $425.5 million, a 4.9% increase compared to sales of $405.7 million for the quarter ended June 28, 2013. Sales to our institutional facilities customers, comprising 50% of sales, increased 5.8% for the quarter. Sales to our multi-family housing facilities customers, comprising 31% of sales, increased 5.9% for the quarter. Sales to our residential facilities customers, comprising 19% of sales, increased 2.0% for the quarter.

Gross profit increased $7.2 million, or 5.2%, to $145.6 million for the second quarter of 2014, compared to $138.3 million for the second quarter of 2013. As a percentage of sales, gross profit increased 10 basis points to 34.2% from 34.1%.

Selling, general and administrative ("SG&A") expenses for the second quarter of 2014 increased $6.2 million, or 5.7%, to $114.2 million from $108.1 million for the second quarter of 2013. As a percentage of sales, SG&A expenses were 26.8% compared to 26.6%, an increase of 20 basis points. SG&A expenses in the second quarter include approximately $3.5 million of expenses primarily related to our expansion initiatives during the quarter.

Second quarter 2014 Adjusted EBITDA increased 4.0% to $34.7 million compared to $33.4 million in the second quarter of 2013. As a percentage of sales, Adjusted EBITDA of 8.2% remained unchanged from prior year.

During the second quarter of 2014 Interline made a strategic marketing decision to rebrand certain trademark assets and begin to consolidate several brands under a new national brand name within its institutional customer end-market.

Kenneth D. Sweder, President and Chief Operating Officer commented, "We took another important step in the ongoing integration of our institutional businesses with our decision to begin to consolidate our institutional brands under a single national brand. We believe this is an exciting and critical step in our efforts to simplify and better scale our business, and to achieve our vision of a market leading institutional business that provides a differentiated suite of products with full national account reach, national supply chain capabilities and robust procurement technology - all through a unified and solutions-focused sales team. We look forward to unveiling our new institutional brand later this year with expectations that the transition will be completed in 2015."





As a result of the rebranding initiative the Company recorded a non-cash write-off of $67.5 million during the second quarter of 2014 related to the impairment of certain indefinite-lived trademark assets due to a change in the expected useful life of the intangible assets.

Including the non-cash write-off of other intangible assets of $67.5 million, net loss for the second quarter of 2014 was $38.6 million compared to net income of $1.2 million for the second quarter of 2013.

Year-To-Date 2014 Results

Sales for the six months ended June 27, 2014 were $818.0 million, a 4.0% increase compared to sales of $786.5 million for the six months ended June 28, 2013. Sales to our institutional facilities customers, our multi-family housing facilities customers and our residential facilities customers increased 4.4%, 5.5% and 1.3%, respectively, for the six months ended June 27, 2014 compared to the comparable prior year period. Sales breakdown for our institutional facilities customers, our multi-family housing facilities customers and our residential facilities customers was 51%, 30% and 19%, respectively, for the six months ended June 27, 2014.

Gross profit increased by $11.3 million, or 4.2%, to $281.4 million for the six months ended June 27, 2014 from $270.0 million for the six months ended June 28, 2013. As a percentage of sales, gross profit increased 10 basis points to 34.4% from 34.3%.

SG&A expenses for the six months ended June 27, 2014 increased $11.0 million, or 5.1%, to $228.2 million for the six months ended June 27, 2014 from $217.2 million for the six months ended June 28, 2013. As a percentage of sales, SG&A expenses were 27.9% compared to 27.6%, an increase of 30 basis points. SG&A expenses during the six months ended June 27, 2014 include approximately $6.4 million of expenses primarily related to our expansion initiatives during the period. Excluding distribution center consolidation and restructuring costs, acquisition costs, share-based compensation and litigation related costs, but including the cost of the expansion initiatives, SG&A as a percentage of sales increased by 10 basis points year-over-year.

Adjusted EBITDA for the six months ended June 27, 2014 of $61.5 million, or 7.5% of sales, increased 2.8% compared to $59.8 million, or 7.6% of sales, for the six months ended June 28, 2013.

Including the non-cash write-off of other intangible assets of $67.5 million during the second quarter of 2014 and the loss on extinguishment of debt of $4.2 million associated with the financing activities during the first quarter of 2014, net loss for the six months ended June 27, 2014 was $44.7 million compared to $0.3 million for the six months ended June 28, 2013.

Operating Free Cash Flow and Leverage

Cash flows provided by operating activities for the six months ended June 27, 2014 was $12.7 million compared to cash used in operating activities of $0.1 million for the six months ended June 28, 2013. Operating Free Cash Flow generated during the six months ended June 27, 2014 was $24.8 million compared to $22.7 million.

Fred Pensotti, Chief Financial Officer commented, "Our capital structure and liquidity position remains in excellent shape as liquidity increased to $181 million. Further, our net debt declined during the second quarter of 2014 improving our net debt to adjusted EBITDA ratio to 5.9x from 6.1x."

About Interline

Interline Brands, Inc. is a leading distributor and direct marketer with headquarters in Jacksonville, Florida. Interline provides broad-line MRO products to a diversified facilities maintenance customer base of institutional, multi-family housing and residential customers located primarily throughout North America, Central America and the Caribbean. For more information, visit the Company's website at http://www.interlinebrands.com.

Recent releases and other news, reports and information about the Company can be found on the "Investor Relations" page of the Company's website at http://ir.interlinebrands.com/.

Non-GAAP Financial Information

This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). Interline's management uses non-US GAAP measures in its




analysis of the Company's performance. Investors are encouraged to review the reconciliation of non-US GAAP financial measures to the comparable US GAAP results available in the accompanying tables.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

The statements contained in this release that are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, forward-looking statements. The Company has tried, whenever possible, to identify these forward-looking statements by using words such as "projects," "anticipates," "believes," "estimates," "expects," "plans," "intends," and similar expressions. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. The risks and uncertainties involving forward-looking statements include, for example, economic slowdowns, general market conditions, credit market contractions, consumer spending and debt levels, natural or man-made disasters, adverse changes in trends in the home improvement and remodeling and home building markets, the failure to realize expected benefits from acquisitions, material facilities systems disruptions and shutdowns, the failure to locate, acquire and integrate acquisition candidates, commodity price risk, foreign currency exchange risk, interest rate risk, the dependence on key employees and other risks described in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2014 and in the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 2013. These statements reflect the Company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time. The Company does not currently intend to update the information provided today prior to its next earnings release.

(1) Net debt of $797.5 million is comprised of short-term debt of $3.5 million, long-term debt of $800.6 million (excluding $0.8 million of unamortized original issue discount) and $0.1 million of capital leases less cash and cash equivalents of $6.7 million.


CONTACT: Lev Cela
PHONE: 904-421-1441





INTERLINE BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 27, 2014 AND DECEMBER 27, 2013
(in thousands, except share and per share data)

 
June 27,
2014
 
December 27,
2013
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
6,722

 
$
6,102

Accounts receivable - trade (net of allowance for doubtful accounts of $4,533 and $3,595 as of June 27, 2014 and December 27, 2013, respectively)
192,664

 
165,420

Inventories
291,711

 
276,341

Prepaid expenses and other current assets
37,194

 
40,936

Income taxes receivable
11,930

 
13,563

Deferred income taxes
15,171

 
15,179

Total current assets
555,392

 
517,541

Property and equipment, net
55,683

 
58,665

Goodwill
486,439

 
486,439

Other intangible assets, net
365,547

 
445,046

Other assets
10,073

 
10,042

Total assets
$
1,473,134

 
$
1,517,733

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
140,233

 
$
123,915

Accrued expenses and other current liabilities
72,727

 
69,939

Accrued interest
17,321

 
19,755

Current portion of long-term debt
3,500

 

Current portion of capital leases
110

 
231

Total current liabilities
233,891

 
213,840

Long-Term Liabilities:
 
 
 
Deferred income taxes
122,976

 
145,584

Long-term debt, net of current portion
799,786

 
798,347

Capital leases, net of current portion

 
10

Other liabilities
2,710

 
3,099

Total liabilities
1,159,363

 
1,160,880

Commitments and contingencies (see Note 6)


 


Stockholders' Equity:
 
 
 
Common stock; $0.01 par value, 2,500,000 authorized; 1,478,389 and 1,478,151 shares issued and outstanding as of June 27, 2014 and December 27, 2013, respectively
15

 
15

Additional paid-in capital
393,778

 
392,201

Accumulated deficit
(79,455
)
 
(34,784
)
Accumulated other comprehensive loss
(548
)
 
(579
)
Treasury stock, at cost, 62 shares held as of June 27, 2014 and none as of December 27, 2013
(19
)
 

Total stockholders' equity
313,771

 
356,853

Total liabilities and stockholders' equity
$
1,473,134

 
$
1,517,733

 
 
 
 
 





INTERLINE BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 27, 2014 AND JUNE 28, 2013
(in thousands)

 
 
 
Three Months Ended
 
Six Months Ended
 
 
 
June 27, 2014
 
June 28, 2013
 
June 27, 2014
 
June 28, 2013
 
 
 
 
 
 
 
 
 
 
Net sales
$
425,542

 
$
405,706

 
$
818,011

 
$
786,459

Cost of sales
279,972

 
267,373

 
536,651

 
516,430

 
Gross profit
145,570

 
138,333

 
281,360

 
270,029

 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
114,240

 
108,056

 
228,215

 
217,236

 
Depreciation and amortization
12,594

 
12,694

 
25,198

 
25,052

 
Merger related expenses

 
189

 
102

 
972

 
 
Total operating expenses
126,834

 
120,939

 
253,515

 
243,260

Operating income
18,736

 
17,394

 
27,845

 
26,769

 
 
 
 
 
 
 
 
 
 
Impairment of other intangible assets
(67,500
)
 

 
(67,500
)
 

Loss on extinguishment of debt, net
(19
)
 

 
(4,172
)
 

Interest expense
(14,506
)
 
(15,779
)
 
(30,190
)
 
(31,603
)
Interest and other income
205

 
271

 
397

 
801

 
(Loss) income before income taxes
(63,084
)
 
1,886

 
(73,620
)
 
(4,033
)
Income tax (benefit) expense
(24,507
)
 
714

 
(28,949
)
 
(3,725
)
 
Net (loss) income
$
(38,577
)
 
$
1,172

 
$
(44,671
)
 
$
(308
)




INTERLINE BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 27, 2014 AND JUNE 28, 2013
(in thousands)

 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
 
June 27, 2014
 
June 28, 2013
Cash Flows from Operating Activities:
 
 
 
 
Net loss
$
(44,671
)
 
$
(308
)
 
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
Depreciation and amortization
25,198

 
25,052

 
 
Impairment of other intangible assets
67,500

 

 
 
Amortization of deferred lease incentive obligation
(421
)
 
(423
)
 
 
Amortization of deferred debt financing costs
2,050

 
1,873

 
 
Amortization of discount on Term Loan Facility
36

 

 
 
Amortization of OpCo Notes fair value adjustment
(544
)
 
(1,549
)
 
 
Tender premiums and expenses on OpCo Notes
18,510

 

 
 
Write-off of unamortized OpCo Notes fair value adjustment
(17,803
)
 

 
 
Write-off of deferred debt issuance costs
3,465

 

 
 
Share-based compensation
1,528

 
2,532

 
 
Deferred income taxes
(22,601
)
 
(7,431
)
 
 
Provision for doubtful accounts
1,550

 
1,214

 
 
Loss (gain) on disposal of property and equipment
37

 
(1
)
 
 
Other
(63
)
 
(162
)
 
Changes in assets and liabilities:
 
 
 
 
 
Accounts receivable - trade
(28,788
)
 
(23,710
)
 
 
Inventories
(15,364
)
 
(15,518
)
 
 
Prepaid expenses and other current assets
3,602

 
1,880

 
 
Other assets
(117
)
 
(74
)
 
 
Accounts payable
16,684

 
12,693

 
 
Accrued expenses and other current liabilities
3,688

 
(1,633
)
 
 
Accrued interest
(2,434
)
 
1,557

 
 
Income taxes
1,633

 
4,104

 
 
Other liabilities
(11
)
 
(198
)
 
 
 
Net cash provided by (used in) operating activities
12,664

 
(102
)
Cash Flows from Investing Activities:
 
 
 
 
 
Purchases of property and equipment, net
(9,241
)
 
(10,595
)
 
 
 
Net cash used in investing activities
(9,241
)
 
(10,595
)
Cash Flows from Financing Activities:
 
 
 
 
 
Proceeds from ABL Facility
47,000

 
74,000

 
 
Payments on ABL Facility
(72,000
)
 
(71,500
)
 
 
Proceeds from issuance of Term Loan Facility, net
349,125

 

 
 
Payments on Term Loan Facility
(875
)
 

 
 
Payment of deferred debt financing costs
(8,024
)
 
(178
)
 
 
Repayment of OpCo Notes
(300,000
)
 

 
 
Payment of tender premiums and expenses on OpCo Notes
(18,510
)
 

 
 
Increase in purchase card payable, net
422

 
472

 
 
Payments on capital lease obligations
(131
)
 
(282
)
 
 
Proceeds from issuance of common stock
165

 
750

 
 
 
Net cash (used in) provided by financing activities
(2,828
)
 
3,262

Effect of exchange rate changes on cash and cash equivalents
25

 
(207
)
Net increase (decrease) in cash and cash equivalents
620

 
(7,642
)
Cash and cash equivalents at beginning of period
6,102

 
15,801

Cash and cash equivalents at end of period
$
6,722

 
$
8,159

 
 
 
 
 
 
 



INTERLINE BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
SIX MONTHS ENDED JUNE 27, 2014 AND JUNE 28, 2013
(in thousands)


 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
 
June 27, 2014
 
June 28, 2013
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash paid (received) during the period for:
 
 
 
 
Interest
$
31,004

 
$
29,662

 
Income taxes, net of refunds
(7,960
)
 
(399
)
 
 
 
 
 
 
 
Schedule of Non-Cash Investing and Financing Activities:
 
 
 
 
Capital expenditures incurred but not yet paid
621

 
1,103









INTERLINE BRANDS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP INFORMATION
THREE AND SIX MONTHS ENDED JUNE 27, 2014 AND JUNE 28, 2013
(in thousands)
EBITDA and Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
Last Twelve Months Ended June 27, 2014
 
 
Three Months Ended
Six Months Ended
 
 
 
June 27, 2014
 
June 28, 2013
 
June 27, 2014
 
June 28, 2013
 
EBITDA
 
 
 
 
 
 
 
 
 
 
Net (loss) income (GAAP)
 
$
(38,577
)
 
$
1,172

 
$
(44,671
)
 
$
(308
)
 
$
(50,703
)
Interest expense, net
 
14,500

 
15,766

 
30,137

 
31,579

 
61,600

Income tax (benefit) expense
 
(24,507
)
 
714

 
(28,949
)
 
(3,725
)
 
(36,071
)
Depreciation and amortization
 
12,594

 
12,694

 
25,198

 
25,052

 
50,184

EBITDA
 
(35,990
)
 
30,346

 
(18,285
)
 
52,598

 
25,010

 
 
 
 
 
 
 
 
 
 
 
EBITDA Adjustments
 
 
 
 
 
 
 
 
 
 
Impairment of other intangible assets
 
67,500

 

 
67,500

 

 
67,500

Loss on extinguishment of debt
 
19

 

 
4,172

 

 
4,172

Merger related expenses
 

 
189

 
102

 
972

 
507

Share-based compensation
 
836

 
1,298

 
1,528

 
2,532

 
4,326

Distribution center consolidations and
   restructuring costs
 
1,564

 
1,350

 
4,071

 
3,115

 
9,263

Acquisition-related costs, net
 
272

 
(16
)
 
742

 
172

 
942

Litigation related costs
 
337

 

 
1,319

 

 
23,160

Impact of straight-line rent expense
 
159

 
204

 
333

 
426

 
931

Adjusted EBITDA
 
$
34,697

 
$
33,371

 
$
61,482

 
$
59,815

 
$
135,811

Adjusted EBITDA margin
 
8.2
%
 
8.2
%
 
7.5
%
 
7.6
%
 
8.3
%

We define EBITDA as net income (loss) adjusted to exclude interest expense, net of interest income; provision (benefit) for income taxes; and depreciation and amortization expense.

We define Adjusted EBITDA as EBITDA adjusted to exclude merger-related expenses associated with the acquisition of the Company by affiliates of GS Capital Partners and P2 Capital Partners; share-based compensation, which is comprised of non-cash compensation arising from the grant of equity incentive awards; loss on extinguishment of debt, which is comprised of gains and losses associated with specific significant financing transactions such as writing off the deferred financing costs associated with our previous asset-based credit facility; distribution center consolidations and restructuring costs, which are comprised of facility closing costs, such as lease termination charges, property and equipment write-offs and headcount reductions, incurred as part of the rationalization of our distribution network, as well as employee separation costs, such as severance charges, incurred as part of a restructuring; acquisition-related costs, which include our direct acquisition-related expenses, including legal, accounting and other professional fees and expenses arising from acquisitions, as well as severance charges, stay bonuses, and fair market value adjustments to earn-outs; litigation related costs associated with the class action lawsuit filed by Craftwood Lumber Company in 2011 and other nonrecurring litigation related costs; and the non-cash impact on rent expense associated with the effect of straight-line rent expense on leases due to the application of purchase accounting. Adjusted EBITDA does not include approximately $1.7 million of estimated cost reduction actions that have been entered into but for which the benefits will not be realized until the following fiscal year, such as purchasing synergies primarily resulting from the JanPak acquisition as well as expected cost savings from various contract renegotiations.

EBITDA and Adjusted EBITDA differ from Consolidated EBITDA per our asset-based credit facility agreement for purposes of determining our net leverage ratio and EBITDA as defined in our indentures. We believe EBITDA and Adjusted EBITDA allow management and investors to evaluate our operating performance without regard to the adjustments described above which can vary from company to company depending upon the acquisition history, capital intensity, financing options and the




method by which its assets were acquired. While adjusting for these items limits the usefulness of these non-US GAAP measures as performance measures because they do not reflect all the related expenses we incurred, we believe adjusting for these items and monitoring our performance with and without them helps management and investors more meaningfully evaluate and compare the results of our operations from period to period and to those of other companies. Actual results could differ materially from those presented. We believe these items for which we are adjusting are not indicative of our core operating results. These items impacted net income (loss) over the periods presented, which makes direct comparisons between years less meaningful and more difficult without adjusting for them. While we believe that some of the items excluded in the calculation of EBITDA and Adjusted EBITDA are not indicative of our core operating results, these items did impact our income statement during the relevant periods, and management therefore utilizes EBITDA and Adjusted EBITDA as operating performance measures in conjunction with other measures of financial performance under US GAAP such as net income (loss).

Operating Free Cash Flow
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 27, 2014
 
June 28, 2013
 
June 27, 2014
 
June 28, 2013
Adjusted EBITDA
 
$
34,697

 
$
33,371

 
$
61,482

 
$
59,815

 
 
 
 
 
 
 
 
 
Changes in net working capital items:
 
 
 
 
 
 
 
 
Accounts receivable
 
(16,583
)
 
(17,227
)
 
(28,788
)
 
(23,710
)
Inventories
 
(16,730
)
 
(6,794
)
 
(15,364
)
 
(15,518
)
Accounts payable
 
25,427

 
8,567

 
16,684

 
12,693

Increase in net working capital
 
(7,886
)
 
(15,454
)
 
(27,468
)
 
(26,535
)
 
 
 
 
 
 
 
 
 
Less: capital expenditures
 
(4,843
)
 
(6,057
)
 
(9,241
)
 
(10,595
)
Operating Free Cash Flow
 
$
21,968

 
$
11,860

 
$
24,773

 
$
22,685


We define Operating Free Cash Flow as Adjusted EBITDA adjusted to include the cash provided by (used for) our core working capital accounts, which are comprised of accounts receivable, inventories and accounts payable, less capital expenditures. We believe Operating Free Cash Flow is an important measure of our liquidity as well as our ability to meet our financial commitments. We use operating free cash flow in the evaluation of our business performance. However, a limitation of this measure is that it does not reflect payments made in connection with investments and acquisitions. To compensate for this limitation, management evaluates its investments and acquisitions through other return on capital measures.