BEACON ROOFING SUPPLY INC - FORM 8-K - EX-99.1

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8-K - 8-K - BEACON ROOFING SUPPLY INC	becn-8k_20180807.htm
EX-99.2 - EX-99.2 - BEACON ROOFING SUPPLY INC	becn-ex992_6.htm

Exhibit 99.1

Beacon Roofing Supply Reports Third Quarter 2018 Results

•

Record third quarter net sales of $1.93 billion (59.4% growth year-over-year)

•

Gross margins expanded by 100 bps to 25.5%, as margins were favorably impacted by positive price-cost realization

•

Third quarter EPS of $0.55 vs. $0.73 in the prior year, and Adjusted EPS of $1.18 vs. $0.97

•

Record Adjusted EBITDA of $187.7 million

•

Allied integration progressing ahead of schedule; realized synergies of $25 million year-to-date

HERNDON, VA. — (BUSINESS WIRE) — Beacon Roofing Supply, Inc. (Nasdaq:BECN) (“Beacon” or the “Company”) announced results today for its third quarter ended June 30, 2018 and nine months ended June 30, 2018 of the fiscal year ending September 30, 2018 (“2018”).

Paul Isabella, the Company's President and Chief Executive Officer, stated, “We generated record sales and Adjusted EBITDA during our fiscal 2018 third quarter. Gross margins expanded by 100 bps compared to the prior year quarter and 180 bps compared to the second quarter of fiscal year 2018. These results were made possible through excellent work from our entire organization, as we effectively communicated the inflationary pressures to the marketplace. Not only did we achieve positive price-cost realization in each of our three product lines, but we also significantly outperformed our prior public guidance, which we believe underscores the value our service levels bring to the market. Organic sales increased 2.0%, reflecting improved pricing, partially offset by volume headwinds from difficult storm comparisons within our larger traditional hail markets. We are pleased by our excellent operating execution, which was highlighted by our price-cost efforts and an ability to control expenses in a quarter of softer demand. The integration of Allied is tracking better than expected for 2018, and we remain committed to realizing our long-term synergy goals. We recognize that weather events may cause short-term demand to fluctuate geographically, however our long-term sales trajectory shows a much greater level of consistency given our sizeable repair and remodel (R&R) business. Going forward, Beacon will remain a disciplined leader on pricing and we will continue to distinguish ourselves through strategic investments in our people and technology, and by expanding the depth and breadth of our product offerings.”

Third Quarter

Total sales increased 59.4% to a third quarter record of $1.93 billion, up from $1.21 billion in 2017. Residential roofing product sales increased 23.4%, non-residential roofing product sales increased 42.1% and complementary product sales increased 204.6% over the prior year. Existing markets sales, excluding acquisitions, increased 2.0% for the quarter. The third quarter of fiscal years 2018 and 2017 each had 64 business days.

Net income attributable to common shareholders for the third quarter was $43.4 million, compared to $44.7 million in 2017. Third quarter EPS was $0.55, compared to $0.73 in 2017. Adjusted Net Income (Loss), after removing the impact of acquisition related costs and the non-recurring effects of tax reform, was $93.4 million in the third quarter of 2018, compared to $59.3 million in 2017. Third quarter Adjusted EPS was $1.18, compared to $0.97 in 2017. (See included financial tables for a reconciliation of “Adjusted” financial measures to the most directly comparable GAAP financial measures). Third quarter results were positively impacted by solid organic sales growth within non-residential roofing and complementary building products categories, improved existing markets gross margins and favorable contributions from acquired operations. Third quarter results were negatively impacted by a decline in residential roofing volumes and higher operating expenses, increased interest expense and the impact from preferred dividends primarily related to the acquisition of Allied.

Nine Months

Total sales increased 45.2% to a nine-month record of $4.48 billion, up from $3.09 billion in 2017. Residential roofing product sales increased 18.6%, non-residential roofing product sales increased 27.5% and complementary product sales increased 164.7% over the prior year. Existing markets sales, excluding acquisitions, increased 3.6% year to date. The nine months of fiscal years 2018 and 2017 each had 189 business days.

Net income attributable to common shareholders for the nine months was $38.3 million, compared to $55.7 million in 2017. The nine-

month EPS was $0.51, compared to $0.91 in 2017. Adjusted Net Income (Loss), after removing the impact of acquisition related costs and the net benefit from one-time tax items, was $122.6 million year to date, compared to $98.7 million in 2017. The nine-month Adjusted EPS was $1.62, compared to $1.61 in 2017. (See included financial tables for a reconciliation of “Adjusted” financial measures to the most directly comparable GAAP financial measures). The nine-month results were positively impacted by organic sales growth, higher gross margins and beneficial tax adjustments. The nine-month results were negatively impacted by higher operating expenses, increased interest expense and the impact of preferred dividends primarily related to the acquisition of Allied.

The Company will host a webcast and conference call today at 5:00 p.m. ET to discuss these results. The webcast link and call-in details are as follows:


What:	Beacon Roofing Supply Third Quarter 2018 Earnings Results Webcast and Conference Call
When	Tuesday, August 7, 2018
Time:	5:00 p.m. ET
Webcast:	http://ir.beaconroofingsupply.com/events.cfm (live and replay)
Live Call:	720-634-9063; Conf. ID #9762196

To assure timely access, conference call participants should dial in prior to the 5:00 p.m. ET start time.

Forward-Looking Statements:

This release contains information about management's view of the Company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the "Risk Factors" section of the Company's latest Form 10-K. In addition, the forward-looking statements included in this press release represent the Company's views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this press release.

About Beacon Roofing Supply

Founded in 1928, Beacon Roofing Supply, Inc. is the largest publicly traded distributor of residential and commercial roofing materials and complementary building products, operating 554 branches throughout 50 states in the U.S. and 6 provinces in Canada. To learn more about Beacon and its family of regional brands, please visit www.becn.com.

Beacon Roofing Supply, Inc.
Joseph Nowicki, Executive VP & CFO

571-323-3940
JNowicki@becn.com

BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

	Three Months Ended June 30,										Nine Months Ended June 30,
	2018¹		% of Net Sales			2017²		% of Net Sales			2018¹			% of Net Sales			2017²		% of Net Sales
Net sales	$	1,934,951		100.0	%	$	1,213,894		100.0	%	$	4,482,555			100.0	%	$	3,086,802		100.0	%
Cost of products sold		1,441,057		74.5	%		916,140		75.5	%		3,380,531			75.4	%		2,333,504		75.6	%
Gross profit		493,894		25.5	%		297,754		24.5	%		1,102,024			24.6	%		753,298		24.4	%
Operating expense:
Selling, general and administrative		323,194		16.7	%		183,600		15.1	%		858,534			19.2	%		538,288		17.4	%
Depreciation		15,811		0.8	%		8,579		0.7	%		41,640			0.9	%		25,122		0.8	%
Amortization		50,076		2.6	%		20,704		1.7	%		105,339			2.3	%		61,116		2.0	%
Total operating expense		389,081		20.1	%		212,883		17.5	%		1,005,513			22.4	%		624,526		20.2	%
Income (loss) from operations		104,813		5.4	%		84,871		7.0	%		96,511			2.2	%		128,772		4.2	%
Interest expense, financing costs, and other		37,348		1.9	%		13,397		1.1	%		99,486			2.2	%		39,239		1.3	%
Income (loss) before provision for income taxes		67,465		3.5	%		71,474		5.9	%		(2,975	)		0.0	%		89,533		2.9	%
Provision for (benefit from) income taxes		18,090		0.9	%		26,815		2.2	%		(53,291	)		(1.1	%)		33,800		1.1	%
Net income (loss)		49,375		2.6	%		44,659		3.7	%		50,316			1.1	%		55,733		1.8	%
Dividends on preferred shares³		6,000		0.4	%		-		0.0	%		12,000			0.2	%		-		0.0	%
Net income (loss) attributable to common shareholders	$	43,375		2.2	%	$	44,659		3.7	%	$	38,316			0.9	%	$	55,733		1.8	%

Weighted-average common stock outstanding:
Basic		68,086,387					60,311,923					67,976,980						60,131,546
Diluted		69,148,143					61,350,843					69,240,040						61,163,591

Net income (loss) per share⁴:
Basic	$	0.56				$	0.74				$	0.52					$	0.93
Diluted	$	0.55				$	0.73				$	0.51					$	0.91

The third quarter 2018 operating results include $10.0 million ($7.1 million, net of taxes) of non-recurring charges, $50.1 million ($35.6 million, net of taxes) of amortization for acquired intangibles, and $3.5 million ($2.5 million, net of taxes) of interest expense, financing costs, and other for the recognition of certain costs related to acquisitions. The nine months ended June 30, 2018 operating results include $43.8 million ($31.0 million, net of taxes) of non-recurring charges, $105.4 million ($74.7 million, net of taxes) of amortization for acquired intangibles, and $22.1 million ($15.7 million, net of taxes) of interest expense, financing costs, and other for the recognition of certain costs related to acquisitions. The three and nine months ended June 30, 2018 also include net non-recurring tax benefit of $1.2 million and $49.1 million, respectively. See “Adjusted Net Income (Loss) and Adjusted EPS” table for further details.

The third quarter 2017 operating results include $2.0 million ($1.2 million, net of taxes) of non-recurring charges, $20.7 million ($12.7 million, net of taxes) of amortization for acquired intangibles, and $1.1 million ($0.7 million, net of taxes) of interest expense, financing costs, and other for the recognition of certain costs related to acquisitions. The nine months ended June 30, 2017 operating results include $4.7 million ($2.9 million, net of taxes) of non-recurring charges, $61.1 million ($37.5 million, net of taxes) of amortization for acquired intangibles, and $4.3 million ($2.6 million, net of taxes) of interest expense, financing costs, and other for the recognition of certain costs related to acquisitions. See “Adjusted Net Income (Loss) and Adjusted EPS” table for further details.

For the three months ended June 30, 2018, $6.0 million is comprised entirely of cumulative dividends that are undeclared as of period end. For the nine months ended June 30, 2018, $12.0 million is comprised of the $6.0 million cumulative dividends that are undeclared as well as an additional $6.0 million of preferred share dividends that had been declared and paid as of period end.

⁴

Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or the conversion of Preferred Stock. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock unit awards. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the fully diluted weighted-average number of common shares outstanding during the period.

The following table presents the components and calculations of basic and diluted net income (loss) per share for each period presented (in thousands, except share and per share amounts):

	Three Months Ended June 30,					Nine Months Ended June 30,
	2018			2017		2018			2017
Net income (loss)	$	49,375		$	44,659	$	50,316		$	55,733
Dividends on preferred shares		(6,000	)		-		(12,000	)		-
Net income (loss) attributable to common shareholders	$	43,375		$	44,659	$	38,316		$	55,733
Undistributed income allocated to participating securities		(5,406	)		-		(3,293	)		-
Net income (loss) attributable to common shareholders - basic and diluted	$	37,969		$	44,659	$	35,023		$	55,733

Weighted-average common shares outstanding - basic		68,086,387			60,311,923		67,976,980			60,131,546
Effect of common share equivalents		1,061,756			1,038,920		1,263,060			1,032,045
Weighted-average common shares outstanding - diluted		69,148,143			61,350,843		69,240,040			61,163,591

Net income (loss) per share - basic	$	0.56		$	0.74	$	0.52		$	0.93
Net income (loss) per share - diluted	$	0.55		$	0.73	$	0.51		$	0.91

BEACON ROOFING SUPPLY, INC.

Consolidated Balance Sheets

(In thousands)


	June 30, 2018			September 30, 2017			June 30, 2017
Assets
Current assets
Cash and cash equivalents	$	27,551		$	138,250		$	33,055
Accounts receivable, net		1,077,888			704,527			670,977
Inventories		1,165,389			551,924			641,425
Prepaid expenses and other current assets		337,589			209,138			221,477
Total current assets		2,608,417			1,603,839			1,566,934

Property and equipment, net		288,708			156,129			156,951
Goodwill		2,321,180			1,251,986			1,256,014
Intangibles, net		1,371,005			429,069			442,962
Other assets, net		1,511			8,534			1,511

Total Assets	$	6,590,821		$	3,449,557		$	3,424,372

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	719,686		$	503,697		$	387,579
Accrued expenses		520,952			261,297			280,315
Current portion of long-term obligations		19,714			14,141			13,762
Total current liabilities		1,260,352			779,135			681,656

Borrowings under revolving lines of credit, net		482,489			3,205			449,615
Long-term debt, net		2,494,308			721,268			721,685
Deferred income taxes, net		93,928			138,383			142,116
Long-term obligations under equipment financing and other, net		15,979			23,213			26,025
Other long-term liabilities		6,319			2,547			2,387
Total liabilities		4,353,375			1,667,751			2,023,484

Commitments and contingencies

Convertible preferred stock	$	399,195		$	-		$	-

Stockholders' equity:
Common stock		681			677			603
Undesignated preferred stock		-			-			-
Additional paid-in capital		1,063,137			1,047,506			714,608
Retained earnings		792,502			748,186			703,055
Accumulated other comprehensive loss		(18,069	)		(14,563	)		(17,378	)
Total stockholders' equity		1,838,251			1,781,806			1,400,888
Total Liabilities and Stockholders' Equity	$	6,590,821		$	3,449,557		$	3,424,372

BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Cash Flows

(In thousands)

	Nine Months Ended June 30,
	2018			2017
Operating activities:
Net income (loss)	$	50,316		$	55,733
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		146,979			86,238
Stock-based compensation		13,133			11,227
Certain interest expense and other financing costs		11,549			3,989
Loss on debt extinguishment		1,726			-
Gain on sale of fixed assets		(1,131	)		(726	)
Deferred income taxes		(48,855	)		6,625
Changes in operating assets and liabilities, net of the effects of businesses acquired:
Accounts receivable		(52,024	)		(28,309	)
Inventories		(299,881	)		(141,942	)
Prepaid expenses and other assets		(19,511	)		(55,973	)
Accounts payable and accrued expenses		195,948			137,290
Other liabilities		732			21
Net cash provided by (used in) operating activities		(1,019	)		74,173

Investing activities:
Purchases of property and equipment		(34,978	)		(31,882	)
Acquisition of businesses		(2,715,429	)		(128,533	)
Proceeds from sales of assets		750			1,839
Net cash provided by (used in) investing activities		(2,749,657	)		(158,576	)

Financing activities:
Borrowings under revolving lines of credit, net of repayments		490,971			88,357
Borrowings under term loan, net of repayments		526,575			(3,375	)
Borrowings under senior notes		1,300,000			-
Payment of debt issuance costs		(65,788	)		-
Repayments under equipment financing facilities and other		(8,604	)		(7,780	)
Proceeds from issuance of convertible preferred stock		400,000			-
Payment of stock issuance costs		(1,279	)		-
Payment of dividends on preferred stock		(6,000	)		-
Proceeds from issuance of common stock related to equity awards		6,950			9,994
Taxes paid related to net share settlement of equity awards		(3,975	)		(1,172	)
Net cash provided by (used in) financing activities		2,638,850			86,024

Effect of exchange rate changes on cash and cash equivalents		1,127			48

Net increase (decrease) in cash and cash equivalents		(110,699	)		1,669
Cash and cash equivalents, beginning of period		138,250			31,386
Cash and cash equivalents, end of period	$	27,551		$	33,055

BEACON ROOFING SUPPLY, INC.

Consolidated Sales by Product Line

(In thousands)

Consolidated Sales by Product Line
	Three Months Ended June 30,
	2018					2017					Change
	Net Sales		Mix %			Net Sales		Mix %			$			%
Residential roofing products	$	824,461		42.6	%	$	667,896		55.0	%	$	156,565			23.4	%
Non-residential roofing products		483,524		25.0	%		340,157		28.0	%		143,367			42.1	%
Complementary building products		626,966		32.4	%		205,841		17.0	%		421,125			204.6	%
	$	1,934,951		100.0	%	$	1,213,894		100.0	%	$	721,057			59.4	%



Consolidated Sales by Product Line for Existing Markets¹
	Three Months Ended June 30,
	2018					2017					Change
	Net Sales		Mix %			Net Sales		Mix %			$			%
Residential roofing products	$	589,507		52.5	%	$	607,341		55.1	%	$	(17,834	)		(2.9	%)
Non-residential roofing products		346,410		30.8	%		317,880		28.8	%		28,530			9.0	%
Complementary building products		187,922		16.7	%		177,096		16.1	%		10,826			6.1	%
	$	1,123,839		100.0	%	$	1,102,317		100.0	%	$	21,522			2.0	%



Existing Market¹ Sales By Business Day²
	Three Months Ended June 30,
	2018					2017					Change
	Net Sales		Mix %			Net Sales		Mix %			$			%
Residential roofing products	$	9,211		52.5	%	$	9,490		55.1	%	$	(279	)		(2.9	%)
Non-residential roofing products		5,413		30.8	%		4,967		28.8	%		446			9.0	%
Complementary building products		2,936		16.7	%		2,767		16.1	%		169			6.1	%
	$	17,560		100.0	%	$	17,224		100.0	%	$	336			2.0	%

¹	Excludes acquired branches that have not been under ownership for at least four fiscal quarters prior to the start of the third quarter of fiscal year 2018.

²	There were 64 business days in each of the quarters ended June 30, 2018 and 2017.

BEACON ROOFING SUPPLY, INC.

Consolidated Sales by Product Line

(In thousands)

Consolidated Sales by Product Line
	Nine Months Ended June 30,
	2018					2017					Change
	Net Sales		Mix %			Net Sales		Mix %			$		%
Residential roofing products	$	1,995,193		44.6	%	$	1,681,739		54.5	%	$	313,454		18.6	%
Non-residential roofing products		1,145,064		25.5	%		897,879		29.1	%		247,185		27.5	%
Complementary building products		1,342,298		29.9	%		507,184		16.4	%		835,114		164.7	%
	$	4,482,555		100.0	%	$	3,086,802		100.0	%	$	1,395,753		45.2	%



Consolidated Sales by Product Line for Existing Markets¹
	Nine Months Ended June 30,
	2018					2017					Change
	Net Sales		Mix %			Net Sales		Mix %			$		%
Residential roofing products	$	1,540,356		52.9	%	$	1,527,375		54.3	%	$	12,981		0.8	%
Non-residential roofing products		879,558		30.2	%		836,279		29.7	%		43,279		5.2	%
Complementary building products		491,916		16.9	%		448,160		16.0	%		43,756		9.8	%
	$	2,911,830		100.0	%	$	2,811,814		100.0	%	$	100,016		3.6	%



Existing Market¹ Sales By Business Day²
	Nine Months Ended June 30,
	2018					2017					Change
	Net Sales		Mix %			Net Sales		Mix %			$		%
Residential roofing products	$	8,150		52.9	%	$	8,081		54.4	%	$	69		0.8	%
Non-residential roofing products		4,654		30.2	%		4,425		29.7	%		229		5.2	%
Complementary building products		2,603		16.9	%		2,371		15.9	%		232		9.8	%
	$	15,407		100.0	%	$	14,877		100.0	%	$	530		3.6	%

¹	Excludes acquired branches that have not been under ownership for at least four fiscal quarters prior to the start of fiscal year 2018.

²	There were 189 business days for the nine months ended June 30, 2018 and 2017, respectively.

BEACON ROOFING SUPPLY, INC.

Adjusted Net Income (Loss) and Adjusted EPS¹

(In thousands, except per share amounts)

	Three Months Ended June 30,										Nine Months Ended June 30,
	2018						2017				2018						2017
	Amount			Per Share²			Amount		Per Share²		Amount			Per Share³			Amount		Per Share³
Net income (loss)	$	49,375		$	0.63		$	44,659	$	0.73	$	50,316		$	0.67		$	55,733	$	0.91
Acquisition costs⁴		45,191			0.57			14,614		0.24		121,429			1.60			42,987		0.70
Effects of tax reform⁵		(1,166	)		(0.02	)		-		-		(49,149	)		(0.65	)		-		-
Adjusted Net Income (Loss)	$	93,400		$	1.18		$	59,273	$	0.97	$	122,596		$	1.62		$	98,720	$	1.61

Adjusted Net Income (Loss) is defined as net income that excludes non-recurring acquisition costs, the amortization of intangibles, business restructuring costs, and the non-recurring effects of tax reform. We believe that Adjusted Net Income (Loss) is an operating performance metric that is useful to investors because it permits investors to better understand year-over-year changes in underlying operating performance. Adjusted net income per share or "Adjusted EPS" is calculated by dividing the Adjusted Net Income (Loss) for the period by the weighted-average diluted shares outstanding for the period after assuming the full conversion of the participating Preferred Stock.

Per share amounts are calculated using the diluted weighted-average common stock outstanding totals for each respective period after assuming the full conversion of the participating Preferred Stock. The weighted-average share count utilized in the 2018 calculation of Adjusted EPS is 78,842,762. This amount is the 69,148,143 diluted weighted-average shares outstanding plus the assumed conversion of 9,694,619 weighted-average shares of participating Preferred Stock, which were excluded from the GAAP net income (loss) per share calculation for the period due to their anti-dilutive nature. The weighted-average share count utilized in the 2017 calculation of Adjusted EPS is 61,350,843.

Per share amounts are calculated using the diluted weighted-average common stock outstanding totals for each respective period after assuming the full conversion of the participating Preferred Stock. The weighted-average share count utilized in the 2018 calculation of Adjusted EPS is 75,632,096. This amount is the 69,240,040 diluted weighted-average shares outstanding plus the assumed conversion of 6,392,056 weighted-average shares of participating Preferred Stock, which were excluded from the GAAP net income (loss) per share calculation for the period due to their anti-dilutive nature. The weighted-average share count utilized in the 2017 calculation of Adjusted EPS is 61,163,591.

⁴

Acquisition costs for the three months ended June 30, 2018 include $13.5 million of non-recurring charges related to acquisitions and $50.1 million of amortization expense related to intangibles, both net of $18.4 million in tax in total. Acquisition costs for the three months ended June 30, 2017 include $3.1 million of non-recurring charges related to acquisitions and $20.7 million of amortization expense related to intangibles, both net of $9.2 million in tax in total. Acquisition costs for the nine months ended June 30, 2018 include $65.9 million of non-recurring charges related to acquisitions and $105.4 million of amortization expense related to intangibles, both net of $49.9 million in tax in total. Acquisition costs for the nine months ended June 30, 2017 include $9.0 million of non-recurring charges related to acquisitions and $61.1 million of amortization expense related to intangibles, both net of $27.1 million in tax in total.

⁵	The non-recurring impact of deferred tax asset revaluation and a recognized provisional expense related to the repatriation of earnings and profits of our foreign subsidiary, Beacon Roofing Supply Canada Company.

While we believe Adjusted Net Income (Loss) and Adjusted EPS are useful measures for investors, these are not measurements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”). You should not consider Adjusted Net Income (Loss) or Adjusted EPS in isolation or as a substitute for net income and net income per share or diluted earnings per share calculated in accordance with GAAP.

BEACON ROOFING SUPPLY, INC.

Adjusted EBITDA¹

(In thousands)

	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018			2017
Net income (loss)	$	49,375	$	44,659	$	50,316		$	55,733
Acquisition costs²		9,957		1,971		43,827			4,715
Interest expense, net		39,055		13,614		104,334			40,098
Income taxes		18,090		26,815		(53,291	)		33,800
Depreciation and amortization		65,887		29,283		146,979			86,238
Stock-based compensation		5,298		3,653		13,133			11,227
Adjusted EBITDA	$	187,662	$	119,995	$	305,298		$	231,811

Adjusted EBITDA as a % of net sales	9.7%		9.9%		6.8%			7.5%

Adjusted EBITDA is defined as net income plus interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, non-recurring acquisition costs, and business restructuring costs. EBITDA is a measure commonly used in the distribution industry, and we present Adjusted EBITDA to enhance your understanding of our operating performance. Adjusted EBITDA is used in our bank covenants and we use Adjusted EBITDA as an internal performance measurement and as one criterion for evaluating our performance relative to that of our peers. We believe that Adjusted EBITDA is an operating performance measure that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and ages of related assets among otherwise comparable companies. Further, we believe that Adjusted EBITDA is a useful measure because it improves comparability of results of operations, since purchase accounting used for acquisitions can render depreciation and amortization non-comparable between periods. However, our calculations of these non-GAAP measures may not align with similarly titled measures reported by other companies. We use these supplemental measures to evaluate performance period over period and to analyze the underlying trends in our business and establish operational goals and forecasts that are used in allocating resources. We expect to compute Adjusted EBITDA using the same consistent method from quarter-to-quarter and year-to-year.

Acquisition costs reflect all non-recurring charges related to acquisitions (excluding the impact of tax) that are not embedded in other balances of the table. Certain portions of the total acquisition costs incurred are included in interest expense, income taxes, depreciation and amortization, and stock-based compensation.

While we believe Adjusted EBITDA is a useful measure for investors, it is not a measurement presented in accordance with GAAP. You should not consider Adjusted EBITDA in isolation or as a substitute for net income, cash flows from operations, or any other items calculated in accordance with GAAP. In addition, Adjusted EBITDA has inherent material limitations as a performance measure. It does not include interest expense. Because we have borrowed money, interest expense is a necessary element of our costs. In addition, Adjusted EBITDA does not include depreciation and amortization expense. Because we have capital and intangible assets, depreciation and amortization expense is a necessary element of our costs. Adjusted EBITDA also does not include stock-based compensation, which is a necessary element of our costs since we make stock awards to key members of management as an important incentive to maximize overall company performance and as a benefit. Moreover, Adjusted EBITDA does not include taxes, and payment of taxes is a necessary element of our operations. Accordingly, since Adjusted EBITDA excludes these items, it has material limitations as a performance measure. We separately monitor capital expenditures, which impact depreciation expense, as well as amortization expense, interest expense, stock-based compensation expense, and income tax expense. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

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