Attached files
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| 8-K - 8-K - Prestige Consumer Healthcare Inc. | a8-kpressreleasedecember20.htm |
| EX-99.2 - EXHIBIT 99.2 - Prestige Consumer Healthcare Inc. | exhibit992prestigebrands.htm |
Exhibit 99.1
Prestige Brands Holdings, Inc. Reports Fiscal Third Quarter 2015 and Year-to-Date Results
Record Third Quarter Revenues Up 36.4%
Achieved Third Quarter Organic Growth of 2.1%
Outlook for Full Fiscal Year 2015 Updated
Tarrytown, NY-(Business Wire)-February 5, 2015--Prestige Brands Holdings, Inc. (NYSE: PBH) today announced results for the third fiscal quarter and nine months ended December 31, 2014.
Key third quarter highlights include:
• | Revenue increased 36.4% to $197.6 million |
• | Organic growth of 2.9% excluding the impact of foreign exchange |
• | Adjusted FCF increased 9.6% to $45.5 million |
• | Adjusted net income increased 63.0% to $25.4 million, or $0.48 per diluted share |
“We are extremely pleased with our third quarter and year-to-date performance,” said Matthew M. Mannelly, President and CEO. “These results reflect continued strengthening of consumption trends among our core OTC brands as well as the addition of the recent acquisitions of Insight Pharmaceuticals (Insight) and Hydralyte. Sales increased across our core OTC and international categories resulting in record third quarter sales and organic growth of 2.9% after adjusting for the impact of foreign exchange, despite the challenging retail environment.”
Revenues in the third quarter increased 36.4% to a record $197.6 million, compared to $144.9 million in the third quarter of fiscal year 2014. Organic sales growth for the quarter was 2.1%, or 2.9% excluding the impact of foreign exchange, compared to the prior year comparable quarter. Reported net income totaled $21.3 million, or $0.40 per diluted share, compared to $3.1 million, or $0.06 per diluted share, in the third quarter of fiscal year 2014. Adjusted net income increased 63.0% to $25.4 million, or $0.48 per share, compared to $15.6 million, or $0.30 per share, in the third quarter of fiscal year 2014. Adjustments to net
income in the third quarter of fiscal 2015 consist of items related to the acquisitions of Insight and Hydralyte. The prior year comparable quarter included adjustments related to a senior note offering.
Nine Months Ended December 31, 2014
Revenues for the nine months ended December 31, 2014 totaled a record $524.6 million, an increase of 15.5%, compared to $454.3 million for the nine months ended December 31, 2013. Reported net income totaled $54.5 million, or $1.04 per diluted share, compared to $56.6 million, or $1.08 per diluted share for the nine months ended December 31, 2013. Adjusted net income for the nine months ended December 31, 2014 totaled $73.3 million, or $1.39 per share, compared to adjusted net income of $61.3 million or $1.17 per share, for the nine months ended December 31, 2013. Adjustments to net income in the current year consist of items related to the Insight and Hydralyte acquisitions and primarily to the senior note offering and tax rate adjustments in the prior year.
Segment Review
North American OTC Healthcare. Revenues were $159.3 million for the third fiscal quarter of 2015, a 37.2% increase over third quarter 2014 revenues of $116.1 million. For the nine month period ended December 31, 2014, revenues totaled $407.3 million, compared to $367.5 million for the nine months ended December 31, 2013. Results for both periods were favorably impacted by increased consumption among core OTC brands as well as the Insight acquisition.
International OTC Healthcare. Revenues totaled $17.1 million for the third fiscal quarter of 2015, a 107.8% increase over third quarter 2014 revenues of $8.2 million. For the nine months ended December 31, 2014, revenues totaled $48.2 million, compared to $20.7 million for the nine months ended December 31, 2013. Results for both periods were impacted by revenues from the strong performance of the Care portfolio in Australia and the acquisition of Hydralyte.
Household Cleaning. Revenues totaled $21.2 million for the third fiscal quarter of 2015, a 3.4% increase over third quarter 2014 revenues of $20.5 million. Revenues for the nine months ended December 31, 2014 totaled $69.1 million, compared to $66.2 million for the nine months ended December 31, 2013.
Balance Sheet and Adjusted Free Cash Flow
Adjusted Free Cash Flow totaled $45.5 million for the third quarter of 2015, an increase of 9.6 % over fiscal third quarter 2014 Adjusted Free Cash Flow of $41.5 million. For the nine months ended December 31, 2014, Adjusted Free Cash Flow was $113.6 million compared to Adjusted Free Cash Flow of $95.0 million for the nine months ended December 31, 2013, an increase of 19.6 %. The Company repaid $55.0 million of debt during the third fiscal quarter of 2015 and had a bank-defined net debt to EBITDA leverage ratio of ~5.4.
Commentary & Outlook
“Our strong third quarter results underscore the strength of Prestige’s diverse and growing portfolio of brands, which are well-positioned to benefit over the long-term from our brand-building expertise and ability to bring innovative new products to the marketplace,” said Mr. Mannelly. “The recent additions of the Insight brands and Hydralyte continue to broaden our platform. Marketing and advertising initiatives are now in development for the newly acquired core OTC brands and we look forward to stabilizing, strengthening and building the new women’s health platform.”
Mr. Mannelly continued, “Third quarter results also reflect the strengthening of our financial profile. We are now increasing our Adjusted Free Cash Flow projection to approximately $155 million for fiscal year 2015, which will enable us to rapidly de-lever and continue to build meaningful M & A capacity.”
“In light of our excellent year to date and third quarter results, we are updating our previously provided outlook for fiscal year 2015,” said Mr. Mannelly. “We are tightening our expected adjusted EPS range
from $1.75 to $1.85 per share to $1.82 to $1.85 per share, and anticipate revenue growth at the high end of our previously provided outlook of 15-18%. The update is driven by anticipated organic growth in the legacy business during the fourth quarter.”
Q3 Conference Call, Accompanying Slide Presentation & Replay
The Company will host a conference call to review its third quarter results on February 5, 2015 at 8:30 am EDT. The toll-free dial-in numbers are 877-280-4961 within North America and 857-244-7318 outside of North America. The conference pass code is "prestige". The Company will provide a live Internet webcast, a slide presentation to accompany the call, as well as an archived replay, all of which can be accessed from the Investor Relations page of the Company's website at http://prestigebrands.com. The slide presentation can be accessed just before the call from the Investor Relations page of the website by clicking on Webcasts and Presentations. Telephonic replays will be available for two weeks following the completion of the call and can be accessed at 888-286-8010 within North America and at 617-801-6888 from outside North America. The pass code is 28092338.
Non-GAAP Financial Information
In addition to financial results reported in accordance with generally accepted accounting principles (GAAP), we have provided certain non-GAAP financial information in this release to aid investors in understanding the Company's performance. Each non-GAAP financial measure is defined and reconciled to its most closely related GAAP financial measure in the “About Non-GAAP Financial Measures” section at the end of this earnings release.
About Prestige Brands Holdings, Inc.
The Company markets and distributes brand name over-the-counter and household cleaning products throughout the U.S. and Canada, and in certain international markets. Core brands include Monistat® women’s health products, Nix® lice treatment, Chloraseptic® sore throat treatments, Clear Eyes® eye care products, Compound W® wart treatments, The Doctor's® NightGuard® dental protector, the Little
Remedies® and PediaCare® lines of pediatric over-the-counter products, Efferdent® denture care products, Luden's® throat drops, Dramamine® motion sickness treatment, BC® and Goody's® pain relievers, Beano® gas prevention, Debrox® earwax remover, and Gaviscon® antacid in Canada. Visit the Company's website at www.prestigebrands.com.
Note Regarding Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "outlook," "may," "will," "would," "expect," “intend,” “estimate,” “anticipate,” “believe,” or "continue" (or the negative or other derivatives of each of these terms) or similar terminology. The "forward-looking statements" include, without limitation, statements regarding our positioning to benefit over the long term, our expected future operating results, including revenue growth, adjusted EPS, anticipated adjusted free cash flow, and our expected use of free cash flow for rapid deleveraging and building M&A capacity, new product introductions and our anticipated organic growth in the legacy business. These statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those expected as a result of a variety of factors, including the impact of our advertising and promotional initiatives, competition in our industry, supplier issues, and the success of our brand-building investments and integration of newly acquired products. A discussion of other factors that could cause results to vary is included in the Company's Annual Report on Form 10-K for the year ended March 31, 2014, Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, and other periodic reports filed with the Securities and Exchange Commission.
Contact: Dean Siegal
914-524-6819
Prestige Brands Holdings, Inc.
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||
(In thousands, except per share data) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues | |||||||||||||||
Net sales | $ | 196,435 | $ | 143,713 | $ | 520,981 | $ | 450,862 | |||||||
Other revenues | 1,171 | 1,158 | 3,596 | 3,466 | |||||||||||
Total revenues | 197,606 | 144,871 | 524,577 | 454,328 | |||||||||||
Cost of Sales | |||||||||||||||
Cost of sales (exclusive of depreciation shown below) | 85,861 | 64,403 | 228,424 | 197,614 | |||||||||||
Gross profit | 111,745 | 80,468 | 296,153 | 256,714 | |||||||||||
Operating Expenses | |||||||||||||||
Advertising and promotion | 30,144 | 24,229 | 74,284 | 67,457 | |||||||||||
General and administrative | 19,454 | 12,137 | 63,588 | 35,390 | |||||||||||
Depreciation and amortization | 5,154 | 3,644 | 11,967 | 10,206 | |||||||||||
Total operating expenses | 54,752 | 40,010 | 149,839 | 113,053 | |||||||||||
Operating income | 56,993 | 40,458 | 146,314 | 143,661 | |||||||||||
Other (income) expense | |||||||||||||||
Interest income | (20 | ) | (16 | ) | (67 | ) | (44 | ) | |||||||
Interest expense | 24,612 | 21,276 | 57,505 | 53,648 | |||||||||||
Gain on sale of asset | (1,133 | ) | — | (1,133 | ) | — | |||||||||
Loss on extinguishment of debt | — | 15,012 | — | 15,012 | |||||||||||
Total other expense | 23,459 | 36,272 | 56,305 | 68,616 | |||||||||||
Income before income taxes | 33,534 | 4,186 | 90,009 | 75,045 | |||||||||||
Provision for income taxes | 12,241 | 1,056 | 35,521 | 18,431 | |||||||||||
Net income | $ | 21,293 | $ | 3,130 | $ | 54,488 | $ | 56,614 | |||||||
Earnings per share: | |||||||||||||||
Basic | $ | 0.41 | $ | 0.06 | $ | 1.05 | $ | 1.10 | |||||||
Diluted | $ | 0.40 | $ | 0.06 | $ | 1.04 | $ | 1.08 | |||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 52,278 | 51,806 | 52,110 | 51,498 | |||||||||||
Diluted | 52,730 | 52,445 | 52,622 | 52,236 | |||||||||||
Comprehensive income, net of tax: | |||||||||||||||
Currency translation adjustments | (8,779 | ) | (2,694 | ) | (16,883 | ) | (1,571 | ) | |||||||
Total other comprehensive loss | (8,779 | ) | (2,694 | ) | (16,883 | ) | (1,571 | ) | |||||||
Comprehensive income | $ | 12,514 | $ | 436 | $ | 37,605 | $ | 55,043 | |||||||
Prestige Brands Holdings, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands) Assets | December 31, 2014 | March 31, 2014 | |||||
Current assets | |||||||
Cash and cash equivalents | $ | 21,951 | $ | 28,331 | |||
Accounts receivable, net | 87,692 | 65,050 | |||||
Inventories | 75,240 | 65,586 | |||||
Deferred income tax assets | 8,346 | 6,544 | |||||
Prepaid expenses and other current assets | 7,533 | 11,674 | |||||
Total current assets | 200,762 | 177,185 | |||||
Property and equipment, net | 13,089 | 9,597 | |||||
Goodwill | 291,892 | 190,911 | |||||
Intangible assets, net | 2,144,084 | 1,394,817 | |||||
Other long-term assets | 30,769 | 23,153 | |||||
Total Assets | $ | 2,680,596 | $ | 1,795,663 | |||
Liabilities and Stockholders' Equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 38,567 | $ | 48,286 | |||
Accrued interest payable | 11,792 | 9,626 | |||||
Other accrued liabilities | 40,675 | 26,446 | |||||
Total current liabilities | 91,034 | 84,358 | |||||
Long-term debt | |||||||
Principal amount | 1,643,600 | 937,500 | |||||
Less unamortized discount | (5,639 | ) | (3,086 | ) | |||
Long-term debt, net of unamortized discount | 1,637,961 | 934,414 | |||||
Deferred income tax liabilities | 342,385 | 213,204 | |||||
Other long-term liabilities | 279 | 327 | |||||
Total Liabilities | 2,071,659 | 1,232,303 | |||||
Stockholders' Equity | |||||||
Preferred stock - $0.01 par value | |||||||
Authorized - 5,000 shares | |||||||
Issued and outstanding - None | — | — | |||||
Common stock - $0.01 par value | |||||||
Authorized - 250,000 shares | |||||||
Issued - 52,508 shares at December 31, 2014 and 52,021 shares at March 31, 2014 | 525 | 520 | |||||
Additional paid-in capital | 423,985 | 414,387 | |||||
Treasury stock, at cost - 255 shares at December 31, 2014 and 206 shares at March 31, 2014 | (3,062 | ) | (1,431 | ) | |||
Accumulated other comprehensive (loss) income, net of tax | (16,144 | ) | 739 | ||||
Retained earnings | 203,633 | 149,145 | |||||
Total Stockholders' Equity | 608,937 | 563,360 | |||||
Total Liabilities and Stockholders' Equity | $ | 2,680,596 | $ | 1,795,663 | |||
Prestige Brands Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended December 31, | |||||||
(In thousands) | 2014 | 2013 | |||||
Operating Activities | |||||||
Net income | $ | 54,488 | $ | 56,614 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 11,967 | 10,209 | |||||
Gain on sale of asset | (1,133 | ) | — | ||||
Deferred income taxes | 19,517 | 10,261 | |||||
Amortization of deferred financing costs | 4,568 | 6,023 | |||||
Stock-based compensation costs | 4,919 | 3,763 | |||||
Loss on extinguishment of debt | — | 15,012 | |||||
Premium payment on 2010 Senior Notes | — | (12,768 | ) | ||||
Amortization of debt discount | 1,336 | 3,115 | |||||
Lease termination costs | 1,125 | — | |||||
Loss (gain) on sale or disposal of equipment | 321 | (3 | ) | ||||
Changes in operating assets and liabilities, net of effects from acquisitions | |||||||
Accounts receivable | 2,113 | 8,495 | |||||
Inventories | 14,478 | (2,262 | ) | ||||
Prepaid expenses and other current assets | 7,598 | (2,783 | ) | ||||
Accounts payable | (25,452 | ) | (1,285 | ) | |||
Accrued liabilities | 8,297 | (13,531 | ) | ||||
Net cash provided by operating activities | 104,142 | 80,860 | |||||
Investing Activities | |||||||
Purchases of property and equipment | (3,700 | ) | (2,658 | ) | |||
Proceeds from the sale of property and equipment | — | 3 | |||||
Proceeds from sale of business | 18,500 | — | |||||
Proceeds from sale of asset | 10,000 | — | |||||
Acquisition of Insight Pharmaceuticals, less cash acquired | (749,666 | ) | — | ||||
Acquisition of the Hydralyte brand | (77,991 | ) | — | ||||
Acquisition of Care Pharmaceuticals, less cash acquired | — | (55,215 | ) | ||||
Net cash used in investing activities | (802,857 | ) | (57,870 | ) | |||
Financing Activities | |||||||
Proceeds from issuance of 2013 Senior Notes | — | 400,000 | |||||
Repayment of 2010 Senior Notes | — | (201,710 | ) | ||||
Term loan borrowings | 720,000 | — | |||||
Term loan repayments | (80,000 | ) | (147,500 | ) | |||
Borrowings under revolving credit agreement | 124,600 | 50,000 | |||||
Repayments under revolving credit agreement | (58,500 | ) | (45,500 | ) | |||
Payment of deferred financing costs | (16,072 | ) | (6,933 | ) | |||
Proceeds from exercise of stock options | 3,654 | 5,738 | |||||
Proceeds from restricted stock exercises | 57 | — | |||||
Excess tax benefits from share-based awards | 1,030 | 1,725 | |||||
Fair value of shares surrendered as payment of tax withholding | (1,688 | ) | (278 | ) | |||
Net cash provided by financing activities | 693,081 | 55,542 | |||||
Effects of exchange rate changes on cash and cash equivalents | (746 | ) | 151 | ||||
(Decrease) increase in cash and cash equivalents | (6,380 | ) | 78,683 | ||||
Cash and cash equivalents - beginning of period | 28,331 | 15,670 | |||||
Cash and cash equivalents - end of period | $ | 21,951 | $ | 94,353 | |||
Interest paid | $ | 49,435 | $ | 47,586 | |||
Income taxes paid | $ | 7,135 | $ | 9,761 | |||
Prestige Brands Holdings, Inc.
Consolidated Statements of Income
Business Segments
(Unaudited)
Three Months Ended December 31, 2014 | |||||||||||||||
(In thousands) | North American OTC Healthcare | International OTC Healthcare | Household Cleaning | Consolidated | |||||||||||
Gross segment revenues | $ | 160,655 | $ | 17,071 | $ | 20,218 | $ | 197,944 | |||||||
Elimination of intersegment revenues | (1,509 | ) | — | — | (1,509 | ) | |||||||||
Third-party segment revenues | 159,146 | 17,071 | 20,218 | 196,435 | |||||||||||
Other revenues | 151 | 4 | 1,016 | 1,171 | |||||||||||
Total segment revenues | 159,297 | 17,075 | 21,234 | 197,606 | |||||||||||
Cost of sales | 63,479 | 6,247 | 16,135 | 85,861 | |||||||||||
Gross profit | 95,818 | 10,828 | 5,099 | 111,745 | |||||||||||
Advertising and promotion | 26,779 | 2,776 | 589 | 30,144 | |||||||||||
Contribution margin | $ | 69,039 | $ | 8,052 | $ | 4,510 | 81,601 | ||||||||
Other operating expenses | 24,608 | ||||||||||||||
Operating income | 56,993 | ||||||||||||||
Other expense | 23,459 | ||||||||||||||
Income before income taxes | 33,534 | ||||||||||||||
Provision for income taxes | 12,241 | ||||||||||||||
Net income | $ | 21,293 | |||||||||||||
Nine Months Ended December 31, 2014 | |||||||||||||||
(In thousands) | North American OTC Healthcare | International OTC Healthcare | Household Cleaning | Consolidated | |||||||||||
Gross segment revenues | $ | 409,767 | $ | 48,093 | $ | 66,057 | $ | 523,917 | |||||||
Elimination of intersegment revenues | (2,936 | ) | — | — | (2,936 | ) | |||||||||
Third-party segment revenues | 406,831 | 48,093 | 66,057 | 520,981 | |||||||||||
Other revenues | 478 | 62 | 3,056 | 3,596 | |||||||||||
Total segment revenues | 407,309 | 48,155 | 69,113 | 524,577 | |||||||||||
Cost of sales | 158,005 | 17,926 | 52,493 | 228,424 | |||||||||||
Gross profit | 249,304 | 30,229 | 16,620 | 296,153 | |||||||||||
Advertising and promotion | 64,573 | 8,151 | 1,560 | 74,284 | |||||||||||
Contribution margin | $ | 184,731 | $ | 22,078 | $ | 15,060 | 221,869 | ||||||||
Other operating expenses | 75,555 | ||||||||||||||
Operating income | 146,314 | ||||||||||||||
Other expense | 56,305 | ||||||||||||||
Income before income taxes | 90,009 | ||||||||||||||
Provision for income taxes | 35,521 | ||||||||||||||
Net income | $ | 54,488 | |||||||||||||
Three Months Ended December 31, 2013 | |||||||||||||||
(In thousands) | North American OTC Healthcare | International OTC Healthcare | Household Cleaning | Consolidated | |||||||||||
Gross segment revenues | $ | 117,476 | $ | 8,214 | $ | 19,532 | $ | 145,222 | |||||||
Elimination of intersegment revenues | (1,509 | ) | — | — | (1,509 | ) | |||||||||
Third-party segment revenues | 115,967 | 8,214 | 19,532 | 143,713 | |||||||||||
Other revenues | 150 | — | 1,008 | 1,158 | |||||||||||
Total segment revenues | 116,117 | 8,214 | 20,540 | 144,871 | |||||||||||
Cost of sales | 45,886 | 3,144 | 15,373 | 64,403 | |||||||||||
Gross profit | 70,231 | 5,070 | 5,167 | 80,468 | |||||||||||
Advertising and promotion | 21,380 | 2,145 | 704 | 24,229 | |||||||||||
Contribution margin | $ | 48,851 | $ | 2,925 | $ | 4,463 | 56,239 | ||||||||
Other operating expenses | 15,781 | ||||||||||||||
Operating income | 40,458 | ||||||||||||||
Other expense | 36,272 | ||||||||||||||
Income before income taxes | 4,186 | ||||||||||||||
Provision for income taxes | 1,056 | ||||||||||||||
Net income | $ | 3,130 | |||||||||||||
Nine Months Ended December 31, 2013 | |||||||||||||||
(In thousands) | North American OTC Healthcare | International OTC Healthcare | Household Cleaning | Consolidated | |||||||||||
Gross segment revenues | $ | 369,356 | $ | 20,636 | $ | 63,198 | $ | 453,190 | |||||||
Elimination of intersegment revenues | (2,328 | ) | — | — | (2,328 | ) | |||||||||
Third-party segment revenues | 367,028 | 20,636 | 63,198 | 450,862 | |||||||||||
Other revenues | 450 | 14 | 3,002 | 3,466 | |||||||||||
Total segment revenues | 367,478 | 20,650 | 66,200 | 454,328 | |||||||||||
Cost of sales | 140,419 | 8,947 | 48,248 | 197,614 | |||||||||||
Gross profit | 227,059 | 11,703 | 17,952 | 256,714 | |||||||||||
Advertising and promotion | 61,477 | 3,855 | 2,125 | 67,457 | |||||||||||
Contribution margin | $ | 165,582 | $ | 7,848 | $ | 15,827 | 189,257 | ||||||||
Other operating expenses | 45,596 | ||||||||||||||
Operating income | 143,661 | ||||||||||||||
Other expense | 68,616 | ||||||||||||||
Income before income taxes | 75,045 | ||||||||||||||
Provision for income taxes | 18,431 | ||||||||||||||
Net income | $ | 56,614 | |||||||||||||
About Non-GAAP Financial Measures
We define Non-GAAP Total Revenues excluding acquisitions and divestitures and the impact of current year foreign exchange rates as Total Revenues excluding revenues associated with products acquired or divested in the periods presented and the impact of current year foreign exchange rates on total revenues. We define Non-GAAP Adjusted EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, certain other legal and professional fees, and other acquisition-related costs. Non-GAAP Adjusted EBITDA margin is calculated as Non-GAAP Adjusted EBITDA divided by GAAP Total Revenues. We define Non-GAAP Adjusted Gross Margin as Gross Profit before inventory step up charges and certain other acquisition and integration-related costs. Non-GAAP Adjusted Gross Margin Percentage is calculated based on Non-GAAP Adjusted Gross Margin divided by GAAP Total Revenues. We define Non-GAAP Adjusted General and Administrative expenses as General and Administrative expenses minus certain other legal and professional fees, acquisition and other integration costs. Non-GAAP Adjusted General and Administrative expense percentage is calculated based on Non-GAAP Adjusted General and Administrative expense divided by GAAP Total Revenues. We define Non-GAAP Adjusted Net Income as Net Income before inventory step-up charges, certain other legal and professional fees, other acquisition and integration-related costs, the applicable tax impacts associated with these items and the tax impacts of state tax rate adjustments and other non-deductible items. Non-GAAP Adjusted EPS is calculated based on Non-GAAP Adjusted Net Income, divided by the weighted average number of common and potential common shares outstanding during the period. We define Non-GAAP Adjusted Free Cash Flow as net cash provided by operating activities less premium payments to extinguish debt, accelerated interest payments due to debt refinancing and cash paid for capital expenditures, plus payments for integration, transition and other payments associated with acquisitions. Non-GAAP Total Revenues excluding acquisitions and divestitures and the impact of current year foreign exchange rates, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, and Non-GAAP Adjusted Free Cash Flow may not be comparable to similarly titled measures reported by other companies.
We are presenting Non-GAAP Total Revenues excluding acquisitions and divestitures and exchange rates, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage,Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, and Non-GAAP Adjusted Free Cash Flow, because they provide additional ways to view our operation when considered with both our GAAP results and the reconciliation to net income and net cash provided by operating activities, respectively, which we believe provides a more complete understanding of our business than could be obtained absent this disclosure. Each of Non-GAAP Total Revenues excluding acquisitions and divestitures and exchange rates, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, and Non-GAAP Adjusted Free Cash Flow, is presented solely as a supplemental disclosure because (i) we believe it is a useful tool for investors to assess the operating performance of the business without the effect of these items; (ii) we believe that investors will find this data useful in assessing shareholder value; and (iii) we use Non-GAAP Total Revenues excluding acquisitions and divestitures and exchange rates, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted
EPS, and Non-GAAP Adjusted Free Cash Flow internally to evaluate the performance of our personnel and also as a benchmark to evaluate our operating performance or compare our performance to that of our competitors. The use of Non-GAAP Total Revenues excluding acquisitions and divestitures and exchange rates, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, and Non-GAAP Adjusted Free Cash Flow, have limitations, and you should not consider these measures in isolation from or as an alternative to GAAP measures such as General and Administrative expense, Operating income, Net income, and Net cash flow provided by operating activities, or cash flow statement data prepared in accordance with GAAP, or as a measure of profitability or liquidity.
The following tables set forth the reconciliation of Non-GAAP Total Revenues excluding acquisitions and divestitures and exchange rates, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Adjusted Free Cash Flow, all of which are non-GAAP financial measures, to GAAP Gross Profit, GAAP General and Administrative expense, GAAP Net Income, GAAP Diluted EPS and GAAP Net cash provided by operating activities, our most directly comparable financial measures presented in accordance with GAAP.
Reconciliation of GAAP Total Revenues to Non-GAAP Total Revenues excluding acquisitions and divestitures and exchange rates:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP Total Revenues | $ | 197,606 | $ | 144,871 | $ | 524,577 | $ | 454,328 | |||||||
Adjustments: | |||||||||||||||
Care Pharma and Hydralyte revenues (1) | (6,250 | ) | — | (18,591 | ) | — | |||||||||
Insight revenues (2) | (43,431 | ) | — | (56,090 | ) | — | |||||||||
Total adjustments | (49,681 | ) | — | (74,681 | ) | — | |||||||||
Non-GAAP Total Revenues excluding acquisitions and divestitures | 147,925 | 144,871 | 449,896 | 454,328 | |||||||||||
Organic Revenue Growth (decline) | 2.1 | % | (1.0 | )% | |||||||||||
Impact of current year foreign exchange rates (3) | (1,065 | ) | (2,034 | ) | |||||||||||
Non-GAAP Total Revenues excluding acquisitions and divestitures and impact of current year foreign exchange rates | $ | 147,925 | $ | 143,806 | $ | 449,896 | $ | 452,294 | |||||||
Constant Currency Organic Revenue Growth (decline) | 2.9 | % | (0.5 | )% | |||||||||||
(1) Revenue adjustments relate to our International OTC Healthcare segment
(2) Revenue adjustments relate to our North American OTC Healthcare segment
(3) Foreign exchange rate adjustments relate to all segments
Reconciliation of GAAP Gross Profit to Non-GAAP Adjusted Gross Margin and related Adjusted Gross Margin percentage:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP Total Revenues | $ | 197,606 | $ | 144,871 | $ | 524,577 | $ | 454,328 | |||||||
GAAP Gross Profit | $ | 111,745 | $ | 80,468 | $ | 296,153 | $ | 256,714 | |||||||
Adjustments: | |||||||||||||||
Inventory step-up charges and other costs associated with Care and Hydralyte acquisitions (1) | — | — | 246 | 577 | |||||||||||
Inventory step-up charges associated with Insight acquisition (2) | 1,326 | — | 1,979 | — | |||||||||||
Care acquisition related inventory costs (1) | — | — | — | 407 | |||||||||||
Total adjustments | 1,326 | — | 2,225 | 984 | |||||||||||
Non-GAAP Adjusted Gross Margin | $ | 113,071 | $ | 80,468 | $ | 298,378 | $ | 257,698 | |||||||
Non-GAAP Adjusted Gross Margin % | 57.2 | % | 55.5 | % | 56.9 | % | 56.7 | % | |||||||
(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment
(2) Inventory step-up charges relate to our North American OTC Healthcare segment
Reconciliation of GAAP General and Administrative Expense to Non-GAAP Adjusted General and Administrative Expense and Non-GAAP Adjusted General and Administrative Expense percentage:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP General and Administrative Expense | $ | 19,454 | $ | 12,137 | $ | 63,588 | $ | 35,390 | |||||||
Adjustments: | |||||||||||||||
Legal and professional fees associated with acquisitions and divestitures | 477 | — | 10,334 | 668 | |||||||||||
Stamp/Duty Tax on Australian acquisition | — | — | 2,940 | — | |||||||||||
Integration, transition and other costs associated with acquisitions | 5,181 | — | 9,613 | — | |||||||||||
Total adjustments | 5,658 | — | 22,887 | 668 | |||||||||||
Non-GAAP Adjusted General and Administrative Expense | $ | 13,796 | $ | 12,137 | $ | 40,701 | $ | 34,722 | |||||||
Non-GAAP Adjusted General and Administrative Expense Percentage | 7.0 | % | 8.4 | % | 7.8 | % | 7.6 | % | |||||||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA and Non-GAAP Adjusted EBITDA margin:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP Net Income | $ | 21,293 | $ | 3,130 | $ | 54,488 | $ | 56,614 | |||||||
Interest expense, net | 24,592 | 21,260 | 57,438 | 53,604 | |||||||||||
Provision for income taxes | 12,241 | 1,056 | 35,521 | 18,431 | |||||||||||
Depreciation and amortization | 5,154 | 3,644 | 11,967 | 10,206 | |||||||||||
Non-GAAP EBITDA: | 63,280 | 29,090 | 159,414 | 138,855 | |||||||||||
Adjustments: | |||||||||||||||
Inventory step-up charges and other costs associated with Care and Hydralyte acquisitions (1) | — | — | 246 | 577 | |||||||||||
Inventory step-up charges associated with Insight acquisition (2) | 1,326 | — | 1,979 | — | |||||||||||
Care acquisition related inventory costs (1) | — | — | — | 407 | |||||||||||
Legal and professional fees associated with acquisitions and divestitures (3) | 477 | — | 10,334 | 668 | |||||||||||
Stamp/Duty Tax on Australian acquisition (3) | — | — | 2,940 | — | |||||||||||
Integration, transition and other costs associated with acquisitions (3) | 5,181 | — | 9,613 | — | |||||||||||
Gain on sale of asset | (1,133 | ) | — | (1,133 | ) | — | |||||||||
Loss on extinguishment of debt | — | 15,012 | — | 15,012 | |||||||||||
Total adjustments | 5,851 | 15,012 | 23,979 | 16,664 | |||||||||||
Non-GAAP Adjusted EBITDA | $ | 69,131 | $ | 44,102 | $ | 183,393 | $ | 155,519 | |||||||
Non-GAAP Adjusted EBITDA Margin | 35.0 | % | 30.4 | % | 35.0 | % | 34.2 | % | |||||||
(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment
(2) Inventory step-up charges relate to our North American OTC Healthcare segment
(3) Adjustments relate to G&A expenses
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and related Adjusted Earnings Per Share:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||
2014 | 2014 Adjusted EPS | 2013 | 2013 Adjusted EPS | 2014 | 2014 Adjusted EPS | 2013 | 2013 Adjusted EPS | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||
GAAP Net Income | $ | 21,293 | $ | 0.40 | $ | 3,130 | $ | 0.06 | $ | 54,488 | $ | 1.04 | $ | 56,614 | $ | 1.08 | |||||||||||
Adjustments: | |||||||||||||||||||||||||||
Inventory step-up charges and other costs associated with Care and Hydralyte acquisitions (1) | — | — | — | — | 246 | — | 577 | 0.01 | |||||||||||||||||||
Inventory step-up charges associated with Insight acquisition (2) | 1,326 | 0.03 | — | — | 1,979 | 0.04 | — | — | |||||||||||||||||||
Care acquisition related inventory costs (1) | — | — | — | — | — | — | 407 | 0.01 | |||||||||||||||||||
Legal and professional fees associated with acquisitions and divestitures (3) | 477 | 0.01 | — | — | 10,334 | 0.20 | 668 | 0.01 | |||||||||||||||||||
Stamp/Duty Tax on Australian acquisition (3) | — | — | — | — | 2,940 | 0.05 | — | — | |||||||||||||||||||
Integration, transition and other costs associated with acquisitions (3) | 5,181 | 0.10 | — | — | 9,613 | 0.18 | — | — | |||||||||||||||||||
Accelerated amortization of debt discount and debt issue costs | 218 | — | 5,112 | 0.10 | 218 | — | 5,112 | 0.10 | |||||||||||||||||||
Gain on sale of asset | (1,133 | ) | (0.02 | ) | — | — | (1,133 | ) | (0.02 | ) | — | — | |||||||||||||||
Loss on extinguishment of debt | — | — | 15,012 | 0.29 | — | — | 15,012 | 0.29 | |||||||||||||||||||
Tax impact of adjustments | (1,950 | ) | (0.04 | ) | (7,285 | ) | (0.14 | ) | (5,419 | ) | (0.10 | ) | (7,641 | ) | (0.15 | ) | |||||||||||
Impact of state tax adjustments | — | — | (380 | ) | (0.01 | ) | — | — | (9,465 | ) | (0.18 | ) | |||||||||||||||
Total adjustments | 4,119 | 0.08 | 12,459 | 0.24 | 18,778 | 0.35 | 4,670 | 0.09 | |||||||||||||||||||
Non-GAAP Adjusted Net Income and Adjusted EPS | $ | 25,412 | $ | 0.48 | $ | 15,589 | $ | 0.30 | $ | 73,266 | $ | 1.39 | $ | 61,284 | $ | 1.17 | |||||||||||
(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment
(2) Inventory step-up charges relate to our North American OTC Healthcare segment
(3) Adjustments relate to G&A expenses
Reconciliation of GAAP Net Income to Adjusted Non-GAAP Free Cash Flow:
Three Months Ended September 30, | Nine Months Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP Net Income | $ | 21,293 | $ | 3,130 | $ | 54,488 | $ | 56,614 | |||||||
Adjustments: | |||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows | 17,765 | 19,438 | 42,620 | 35,612 | |||||||||||
Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows | 8,026 | 2,694 | 7,034 | (11,366 | ) | ||||||||||
Total adjustments | 25,791 | 22,132 | 49,654 | 24,246 | |||||||||||
GAAP Net cash provided by operating activities | 47,084 | 25,262 | 104,142 | 80,860 | |||||||||||
Premium payment on 2010 Senior Notes | — | 12,768 | — | 12,768 | |||||||||||
Accelerated interest payments due to debt refinancing | — | 3,513 | — | 3,513 | |||||||||||
Purchases of property and equipment | (2,320 | ) | (339 | ) | (3,700 | ) | (2,658 | ) | |||||||
Non-GAAP Free Cash Flow | 44,764 | 41,204 | 100,442 | 94,483 | |||||||||||
Integration, transition and other payments associated with acquisitions | 784 | 337 | 13,201 | 512 | |||||||||||
Adjusted Non-GAAP Free Cash Flow | $ | 45,548 | $ | 41,541 | $ | 113,643 | $ | 94,995 | |||||||
Outlook for Fiscal Year 2015:
Reconciliation of Projected GAAP EPS to Projected Non-GAAP Adjusted EPS:
2015 Projected EPS | |||||||
Low | High | ||||||
Projected FY'15 GAAP EPS | $ | 1.35 | $ | 1.38 | |||
Adjustments: | |||||||
Integration, transition and other costs associated with acquisitions | 0.47 | 0.47 | |||||
Total Adjustments | 0.47 | 0.47 | |||||
Projected Non-GAAP Adjusted EPS | $ | 1.82 | $ | 1.85 | |||
Reconciliation of Projected GAAP Net cash provided by operating activities to Projected Non-GAAP Adjusted Free Cash Flow:
2015 Projected Free Cash Flow | |||
(In millions) | |||
Projected FY'15 GAAP Net cash provided by operating activities | $ | 146 | |
Projected integration, transition and other costs associated with acquisitions | 15 | ||
Additions to property and equipment for cash | (6 | ) | |
Projected Non-GAAP Adjusted Free Cash Flow | $ | 155 | |