Attached files

file filename
EX-99.2 - EXHIBIT 99.2 - Prestige Consumer Healthcare Inc.exhibit992prestigebrands.htm
8-K - 8-K - Prestige Consumer Healthcare Inc.a8-kpressreleaseq42017.htm



Exhibit 99.1

Prestige Brands Holdings, Inc. Reports Fiscal 2017 Fourth Quarter and Full Year Results; Provides Fiscal 2018 Outlook
Reported revenue increased 15.8% to $240.7 million and 9.4% to $882.1 million in Q4 and fiscal 2017, respectively.
Generated $147.8 million in fiscal 2017 GAAP net cash provided by operating activities and adjusted non-GAAP free cash flow of $196.0 million.
Anticipate 18 to 20% revenue growth in fiscal 2018.
Fiscal 2018 GAAP EPS guidance of $2.50 to 2.60; Non-GAAP Adjusted EPS outlook of $2.58-2.68.
C.B. Fleet acquisition successfully closed January 26th; integration and cost savings efforts tracking as anticipated.

TARRYTOWN, N.Y.--(BUSINESS WIRE)--May 11, 2017-- Prestige Brands Holdings, Inc. (NYSE:PBH) today reported financial results for its fourth quarter and fiscal year ended March 31, 2017.
“Our solid overall fourth quarter performance was broad-based, benefitting from our diverse product offering, ongoing brand-building investments, and the strategic evolution of our portfolio throughout the fiscal year. Equally important, we closed the acquisition of C.B. Fleet in late January and are on schedule with integrating this well-positioned portfolio of brands into our existing business. This strong momentum positions our business well as we enter into fiscal 2018,” said Ron Lombardi, Chief Executive Officer of Prestige Brands.
Fiscal Fourth Quarter Ended March 31, 2017
Reported revenues in the fourth quarter of fiscal 2017 increased 15.8% to $240.7 million, compared to $207.9 million in the fourth quarter of fiscal 2016. Revenues for the quarter were driven by continued strong consumption levels across the Company’s core over-the-counter healthcare (OTC) and international brands, and incremental revenue from the DenTek® and C.B. Fleet (Fleet) acquisitions, partially offset by the divestitures of multiple non-core brands made earlier in the fiscal year. The Fleet transaction, which closed January 26th, contributed $38.7 million in revenues to fourth quarter performance. Excluding the impact of these acquisitions and divestitures, fourth quarter fiscal 2017 non-GAAP organic revenue growth increased 1.1% versus the prior year comparable quarter.
Reported net income for the fourth quarter of fiscal 2017 totaled $11.1 million, a decrease of 20.4% over the prior year comparable quarter’s net income of $13.9 million. Diluted earnings per share of $0.21 for the fourth quarter of fiscal 2017 compared to $0.26 in the prior year comparable period. Non-GAAP adjusted net income for the fourth quarter of fiscal 2017 was $28.8 million, an increase of 3.2% over the prior year period’s adjusted net income of $27.9 million. Non-GAAP adjusted earnings per share were $0.54 per share for the fourth quarter of fiscal 2017, compared to $0.52 per share in the prior year comparable period.
Adjustments to net income in the fourth quarter of fiscal 2017 and fiscal 2016 include integration, transition, purchase accounting, legal and various other costs associated with acquisitions and divestitures, loss on extinguishment of debt, and the related income tax effects of the adjustments.
Fiscal Year Ended March 31, 2017
Reported revenues for the fiscal year ended March 31, 2017 totaled $882.1 million, an increase of 9.4%, compared to revenues of $806.2 million for the fiscal year ended March 31, 2016. After adjusting for acquisitions and divestitures, organic revenues (a non-GAAP measure) for the fiscal year ended March 31, 2017 increased 1.0%.
Reported net income for fiscal year 2017 totaled $69.4 million, or $1.30 in earnings per diluted share, compared to $99.9 million, or $1.88 per diluted share, for fiscal year 2016. On a non-GAAP basis, adjusted net income for fiscal year 2017 totaled $126.6 million, or $2.37 per diluted share, an increase of 9.6% compared to adjusted net income of $115.5 million, or $2.17 per diluted share, for fiscal 2016.
Adjustments to net income in fiscal 2017 include integration, transition, purchase accounting, legal and various other costs associated with acquisitions and divestitures, a loss on extinguishment of debt, a net loss related to the divestiture of certain non-core brands and the related income tax effects of the adjustments. Adjustments to net income in the fiscal year 2016 included integration, transition, purchase accounting, legal and various other costs associated with acquisitions and divestitures, as well as costs associated with CEO transition.






Free Cash Flow and Balance Sheet
The Company's GAAP reported net cash provided by operating activities for the fourth fiscal quarter decreased to $7.4 million from $37.9 million a year earlier, owing primarily to various expenses related to the Fleet acquisition as well as income tax payments resulting from divestitures. Non-GAAP adjusted free cash flow for the fourth fiscal quarter was $46.8 million, down from $48.7 million in the prior year comparable quarter.
For the full-year fiscal 2017, GAAP net cash provided by operating activities was $147.8 million compared to $174.4 million in the prior year comparable period, while non-GAAP adjusted free cash flow of $196.0 increased versus $183.4 million in the prior year's period.
As expected, the Company's net debt position as of March 31, 2017 was approximately $2.2 billion, which increased versus the prior year driven by the acquisition of Fleet. At the end of fiscal 2017, the Company's covenant-defined leverage ratio was approximately 5.7x, supported by the Company’s consistent and industry-leading free cash flow. The company expects to reach an approximate 5.0x covenant-defined leverage ratio by the end of fiscal 2018.
Segment Review
North American OTC Healthcare: Segment revenues totaled $199.0 million for the fourth quarter of fiscal 2017, 16.4% higher than the prior year comparable quarter's revenues of $171.0 million. For fiscal 2017, reported revenues for the North American OTC Healthcare segment were $720.8 million, an increase of 9.6% compared to $657.9 million in the prior year comparable period. Results for both fiscal 2017 periods were favorably impacted by increased consumption among the majority of core OTC brands as well as revenues from the acquisitions of DenTek and Fleet, partially offset by divestitures of non-core OTC brands.
International OTC Healthcare: Segment fiscal Q4 2017 revenues totaled $20.2 million, 40.0% higher than the $14.5 million reported in the prior year comparable period. For the fiscal year 2017, reported revenues for the International OTC Healthcare segment were $73.3 million, an increase of 27.0% over the prior year comparable period’s revenues of $57.7 million. Fourth quarter and full-year revenues included an incremental benefit associated with revenues from DenTek and Fleet transactions.
Household Cleaning: Segment revenues totaled $21.4 million for the fourth quarter of fiscal 2017, compared with fourth quarter fiscal 2016 revenues of $22.4 million, a decrease of 4.3%. Reported revenues for fiscal year 2017 totaled $87.9 million, a 3.0% decrease over fiscal year 2016 revenues of $90.7 million.
Commentary and Outlook for Fiscal 2018
Ron Lombardi, President and CEO, stated, “In fiscal 2018, we expect continued organic growth in our existing business and incremental revenues from the acquisition of Fleet to drive growth. Embedded in our fiscal year 2018 revenue growth assumption is a pro-forma organic growth rate of 2.0% to 2.5%. We expect fiscal 2018 adjusted earnings per share in the range of $2.58 to $2.68, and adjusted non-GAAP projected free cash flow of $205 million or more. As has been our practice, we plan to continue using our industry-leading free cash flow to pay down debt and build M&A capacity,” he stated.
“Our fiscal 2018 organic growth forecast reflects our strong, diversified portfolio and brand-building efforts, which position us well in the current challenging consumer and retail environment. We look forward to fiscal 2018 and the prospects surrounding both our legacy portfolio and the recent acquisition of Fleet,” Mr. Lombardi concluded.
 
Fiscal 2018 Full-Year Outlook
Revenue Growth
18 to 20%
Adjusted E.P.S.*
$2.58 to $2.68
Adjusted Free Cash Flow*
$205 million or more











Board of Directors Chairman Appointment

The Company’s Board of Directors elected Ron Lombardi as Chairman of the Board.  Gary E. Costley will remain the Company’s Lead Independent Director.

“Prestige Brands has achieved many operational and financial goals during Ron Lombardi’s tenure as CEO and I am pleased to announce the Board of Directors have elected Ron Chairman of the Board," stated Gary E. Costley.  "Ron is a decisive and energetic leader who is well prepared to become Chairman of our Board.  He has successfully guided Prestige to record results, is respected inside and outside the Company, consistently builds exceptional teams, and sets high standards of performance throughout our organization.  The Board is confident he will provide outstanding leadership as Chairman, President and CEO in the coming years."

Q4 and Fiscal Year Conference Call, Accompanying Slide Presentation and Replay
The Company will host a conference call to review its fourth quarter and full year results on May 11, 2017 at 8:30 a.m. ET. The toll-free dial-in numbers are 877-233-9440 within North America and 574-990-1016 outside of North America. The conference ID number is 6720925. 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 www.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 855-859-2056 within North America and at 404-537-3406 from outside North America. The conference ID is 6720925.
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.
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 "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," 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 the Company's expectations regarding future operating results including revenues, adjusted earnings per share and adjusted free cash flow, the Company’s ability to meet organic growth targets, the Company’s use of free cash flow to pay down debt and build M&A capacity, and the success of the Company’s acquisition of Fleet and its brand building efforts. 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 the Company’s advertising and promotional and new product development initiatives, customer inventory management initiatives, the failure to successfully integrate the Fleet brands, general economic and business conditions, fluctuating foreign exchange rates, consumer trends, competitive pressures, and the ability of the Company’s third party manufacturers and suppliers to meet demand for its 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, 2016, Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, and other periodic reports filed with the Securities and Exchange Commission.
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, Australia, and in certain other international markets. The Company's brands include Monistat® and Summer’s Eve® women's health products, BC® and Goody's® pain relievers, Clear Eyes® eye care products, DenTek® specialty oral care products, Dramamine® motion sickness treatments, Chloraseptic® sore throat treatments, Compound W® wart treatments, Little Remedies® pediatric over-the-counter products, The Doctor's® NightGuard® dental protector, Efferdent® denture care products, Luden's® throat drops, Beano® gas prevention, Debrox® earwax remover, Gaviscon® antacid in Canada, and





Hydralyte® rehydration products and the Fess® line of nasal and sinus care products in Australia. Visit the Company's website at www.prestigebrands.com.
* See the “About Non-GAAP Financial Measures” section of this report for further presentation information. Beginning April 1, 2017, organic revenue growth definition includes pro forma sales associated with the Fleet transaction as if the combination occurred April 1, 2016.





Prestige Brands Holdings, Inc.
Consolidated Statement of Income and Comprehensive Income
(Unaudited)
 
 
Three Months Ended March 31,
 
Year Ended
 March 31,
(In thousands, except per share data)
 
2017
 
2016
 
2017
 
2016
Revenues
 
 
 
 
 
 
 
 
Net sales
 
$
240,594

 
$
207,054

 
$
881,113

 
$
803,088

Other revenues
 
76

 
801

 
947

 
3,159

Total revenues
 
240,670

 
207,855


882,060

 
806,247

 
 
 
 
 
 
 
 
 
Cost of Sales
 
 

 
 

 
 

 
 

Cost of sales
 
110,487

 
89,604

 
381,774

 
339,036

Gross profit
 
130,183

 
118,251


500,286

 
467,211

 
 
 
 
 
 
 
 
 
Operating Expenses
 
 

 
 

 
 

 
 

Advertising and promotion
 
41,450


26,552


128,359


110,802

General and administrative
 
28,760


20,232


89,143


72,418

Depreciation and amortization
 
6,651


6,198


25,351


23,676

Loss on divestitures
 
268

 

 
51,820

 

Total operating expenses
 
77,129

 
52,982

 
294,673

 
206,896

Operating income
 
53,054

 
65,269

 
205,613

 
260,315

 
 
 
 
 
 
 
 
 
Other (income) expense
 
 

 
 

 
 

 
 

Interest income
 
(54
)
 
(71
)
 
(203
)
 
(162
)
Interest expense
 
32,886

 
23,218

 
93,546

 
85,322

Loss on extinguishment of debt
 
1,420

 
17,519

 
1,420

 
17,970

Total other expense
 
34,252

 
40,666

 
94,763

 
103,130

 
 
 
 
 
 
 
 
 
Income before income taxes
 
18,802

 
24,603

 
110,850

 
157,185

Provision for income taxes
 
7,712


10,667


41,455


57,278

Net income
 
$
11,090

 
$
13,936


$
69,395

 
$
99,907

 
 
 
 
 
 
 
 
 
Earnings per share:
 
 

 
 

 
 

 
 

Basic
 
$
0.21

 
$
0.26

 
$
1.31

 
$
1.89

Diluted
 
$
0.21

 
$
0.26

 
$
1.30

 
$
1.88

 
 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
53,009

 
52,833

 
52,976

 
52,754

Diluted
 
53,419

 
53,252

 
53,362

 
53,143

 
 
 
 
 
 
 
 
 
Comprehensive income, net of tax:
 
 
 
 
 
 
 
 
Currency translation adjustments
 
9,282

 
6,449

 
(2,575
)
 
(113
)
Pension liability
 
(252
)
 

 
(252
)
 

Total other comprehensive income (loss)
 
9,030

 
6,449

 
(2,827
)
 
(113
)
Comprehensive income
 
$
20,120

 
$
20,385

 
$
66,568

 
$
99,794












Prestige Brands Holdings, Inc.
Consolidated Balance Sheet
(Unaudited)

(In thousands)

March 31,
Assets
2017
 
2016
Current assets
 
 
 
Cash and cash equivalents
$
41,855

 
$
27,230

Accounts receivable, net
136,742

 
95,247

Inventories
115,609

 
91,263

Deferred income tax assets

 
10,108

Prepaid expenses and other current assets
40,228

 
25,165

Total current assets
334,434

 
249,013

 
 
 
 
Property, plant and equipment, net
50,595

 
15,540

Goodwill
615,252

 
360,191

Intangible assets, net
2,903,613

 
2,322,723

Other long-term assets
7,454

 
1,324

Total Assets
$
3,911,348

 
$
2,948,791

 
 
 
 
Liabilities and Stockholders' Equity
 

 
 

Current liabilities
 

 
 

Accounts payable
$
70,218

 
$
38,296

Accrued interest payable
8,130

 
8,664

Other accrued liabilities
83,661

 
59,724

Total current liabilities
162,009

 
106,684

 
 
 
 
Long-term debt
 
 
 
Principal amount
2,222,000

 
1,652,500

Less unamortized debt costs
(28,268
)
 
(27,191
)
Long-term debt, net
2,193,732

 
1,625,309

 
 
 
 
Deferred income tax liabilities
715,086

 
469,622

Other long-term liabilities
17,972

 
2,840

Total Liabilities
3,088,799

 
2,204,455

 
 
 
 
 
 
 
 
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 – 53,287 shares at March 31, 2017 and 53,066 shares at March 31, 2016
533

 
530

Additional paid-in capital
458,255

 
445,182

Treasury stock, at cost – 332 shares at March 31, 2017 and 306 at March 31, 2016
(6,594
)
 
(5,163
)
Accumulated other comprehensive loss, net of tax
(26,352
)
 
(23,525
)
Retained earnings
396,707

 
327,312

Total Stockholders' Equity
822,549

 
744,336

 
 
 
 
Total Liabilities and Stockholders' Equity
$
3,911,348

 
$
2,948,791











Prestige Brands Holdings, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
 
Year Ended March 31,
(In thousands)
2017
 
2016
Operating Activities
 
 
 
Net income
$
69,395

 
$
99,907

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
25,792

 
23,676

Loss on divestitures and sales of property and equipment
51,820

 

Deferred income taxes
(5,778
)
 
46,152

Long term income taxes payable
581

 
(332
)
Amortization of debt origination costs
8,633

 
8,994

Stock-based compensation costs
8,148

 
9,954

Loss on extinguishment of debt
1,420

 
17,970

Premium payment on 2012 Senior Notes

 
(10,158
)
Lease termination costs
524

 

Loss (gain) on sale or disposal of property and equipment
573

 
(35
)
Changes in operating assets and liabilities, net of effects from acquisitions
 
 
 
Accounts receivable
(18,938
)
 
1,824

Inventories
(10,262
)
 
(3,005
)
Prepaid expenses and other assets
(1,996
)
 
(7,921
)
Accounts payable
21,447

 
(11,348
)
Accrued liabilities
2,497

 
(1,328
)
Noncurrent assets and liabilities
(6,084
)
 

Net cash provided by operating activities
147,772

 
174,350

 
 
 
 
Investing Activities
 

 
 

Purchases of property and equipment
(2,977
)

(3,568
)
Proceeds from divestitures
110,717

 

Proceeds from the sale of property and equipment
85

 
344

Proceeds from Insight Pharmaceuticals working capital arbitration settlement

 
7,237

Proceeds from DenTek working capital arbitration settlement
1,419

 

Acquisition of DenTek, less cash acquired

 
(226,984
)
Acquisition of C.B. Fleet, less cash acquired
(803,839
)
 

Net cash used in investing activities
(694,595
)
 
(222,971
)
 
 
 
 
Financing Activities
 

 
 

Proceeds from issuance of 2016 Senior Notes

 
350,000

Repayment of 2012 Senior Notes

 
(250,000
)
Borrowings under Bridge term loans

 
80,000

Repayments under Bridge term loans

 
(80,000
)
Proceeds from issuance of Term Loan
1,427,000

 

Term Loan repayments resulting from refinancing
(687,000
)
 

Term Loan repayments
(175,500
)
 
(60,000
)
Borrowings under revolving credit agreement
110,000

 
115,000

Repayments under revolving credit agreement
(105,000
)
 
(96,100
)
Payments of debt origination costs
(11,140
)
 
(11,828
)
Proceeds from exercise of stock options
4,028

 
6,689

Proceeds from restricted stock exercises

 
544

Excess tax benefits from share-based awards
900

 
1,960

Fair value of shares surrendered as payment of tax withholding
(1,431
)
 
(2,229
)
Net cash provided by financing activities
561,857

 
54,036

 
 
 
 
Effects of exchange rate changes on cash and cash equivalents
(409
)
 
497

Increase in cash and cash equivalents
14,625

 
5,912

Cash and cash equivalents - beginning of year
27,230

 
21,318

Cash and cash equivalents - end of year
$
41,855

 
$
27,230

 
 
 
 
Interest paid
$
85,209

 
$
79,132

Income taxes paid
$
47,999

 
$
15,352






Prestige Brands Holdings, Inc.
Consolidated Statement of Income
Business Segments
(Unaudited)


 
Three Months Ended March 31, 2017
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Gross segment revenues
$
201,003


$
20,226


$
21,377


$
242,606

Elimination of intersegment revenues
(2,012
)





(2,012
)
Third-party segment revenues
198,991


20,226


21,377


240,594

Other revenues
33


11


32


76

Total segment revenues
199,024


20,237


21,409


240,670

Cost of sales
84,736


9,067


16,684


110,487

Gross profit
114,288


11,170


4,725


130,183

Advertising and promotion
35,814


4,564


1,072


41,450

Contribution margin
$
78,474


$
6,606


$
3,653


$
88,733

Other operating expenses
 




 


35,679

Operating income
 




 


53,054

Other expense
 




 


34,252

Income before income taxes








18,802

Provision for income taxes
 




 


7,712

Net income








$
11,090



 
Year Ended March 31, 2017
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Gross segment revenues
$
724,991


$
73,287


$
87,035


$
885,313

Elimination of intersegment revenues
(4,200
)





(4,200
)
Third-party segment revenues
720,791


73,287


87,035


881,113

Other revenues
33


17


897


947

Total segment revenues
720,824


73,304


87,932


882,060

Cost of sales
282,750


30,789


68,235


381,774

Gross profit
438,074


42,515


19,697


500,286

Advertising and promotion
112,465


13,434


2,460


128,359

Contribution margin
$
325,609


$
29,081


$
17,237


$
371,927

Other operating expenses*
 




 


166,314

Operating income
 




 


205,613

Other expense
 




 


94,763

Income before income taxes








110,850

Provision for income taxes
 




 


41,455

Net income
 
 
 
 
 
 
$
69,395

*Other operating expenses for the twelve months ended March 31, 2017 includes a pre-tax net loss of $51.8 million related to divestitures. These divestitures include Pediacare, New Skin, Fiber Choice, e.p.t, Dermoplast, and license rights in certain geographic areas pertaining to Comet. The assets and corresponding contribution margin associated with the pre-tax net loss on divestitures related to Pediacare, New Skin, Fiber Choice, e.p.t and Dermoplast are included within the North American OTC Healthcare segment, while the pre-tax gain on sale of license rights related to Comet are included in the Household Cleaning segment.









 
Three Months Ended March 31, 2016
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Gross segment revenues
$
171,253

 
$
14,457

 
$
21,577

 
$
207,287

Elimination of intersegment revenues
(233
)
 

 

 
(233
)
Third-party segment revenues
171,020

 
14,457

 
21,577

 
207,054

Other revenues
(1
)
 
3

 
799

 
801

Total segment revenues
171,019

 
14,460

 
22,376

 
207,855

Cost of sales
67,739

 
5,329

 
16,536

 
89,604

Gross profit
103,280

 
9,131

 
5,840

 
118,251

Advertising and promotion
23,286

 
2,776

 
490

 
26,552

Contribution margin
$
79,994

 
$
6,355

 
$
5,350

 
$
91,699

Other operating expenses
 

 
 
 
 

 
26,430

Operating income
 

 
 
 
 

 
65,269

Other expense
 

 
 
 
 

 
40,666

Income before income taxes
 
 
 
 
 
 
24,603

Provision for income taxes
 
 
 
 
 
 
10,667

Net income
 
 
 
 
 
 
$
13,936



 
Year Ended March 31, 2016
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Gross segment revenues
$
660,518

 
$
57,670

 
$
87,561

 
$
805,749

Elimination of intersegment revenues
(2,661
)
 

 

 
(2,661
)
Third-party segment revenues
657,857

 
57,670

 
87,561

 
803,088

Other revenues
14

 
43

 
3,102

 
3,159

Total segment revenues
657,871

 
57,713

 
90,663

 
806,247

Cost of sales
250,018

 
21,676

 
67,342

 
339,036

Gross profit
407,853

 
36,037

 
23,321

 
467,211

Advertising and promotion
97,393

 
11,114

 
2,295

 
110,802

Contribution margin
$
310,460

 
$
24,923

 
$
21,026

 
$
356,409

Other operating expenses
 

 
 
 
 

 
96,094

Operating income
 

 
 
 
 

 
260,315

Other expense
 

 
 
 
 

 
103,130

Income before income taxes
 
 
 
 
 
 
157,185

Provision for income taxes
 

 
 
 
 

 
57,278

Net income
 
 
 
 
 
 
$
99,907








About Non-GAAP Financial Measures
We have pursued various strategic initiatives and completed a number of acquisitions in recent years that have resulted in revenues that would not have otherwise been recognized. The frequency and the amount of such revenues vary significantly based on the size, timing and complexity of the transaction. In addition to financial results reported in accordance with GAAP, we disclose certain Non-GAAP financial measures ("NGFMs"), including, but not limited to, Non-GAAP Organic Revenues, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin Percentage, Non-GAAP Adjusted Advertising and Promotion Expense, Non-GAAP Adjusted Advertising and Promotion Expense Percentage Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense Percentage, Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, and Non-GAAP Adjusted Free Cash Flow. We use these NGFMs internally, along with GAAP information, in evaluating our operating performance and in making financial and operational decisions. We believe that the presentation of these NGFMs provides investors with greater transparency, and provides a more complete understanding of our business than could be obtained absent these disclosures, because the supplemental data relating to our financial condition and results of operations provides additional ways to view our operation when considered with both our GAAP results and the reconciliations below. In addition, we believe that the presentation of each of these NGFMs is useful to investors for period-to-period comparisons of results in assessing shareholder value, and we use these NGFMs internally to evaluate the performance of our personnel and also to evaluate our operating performance and compare our performance to that of our competitors.
These NGFMs are not in accordance with GAAP, should not be considered as a measure of profitability or liquidity, and may not be directly comparable to similarly titled NGFMs reported by other companies. These NGFMs have limitations and they should not be considered in isolation from or as an alternative to their most closely related GAAP measures reconciled below. Investors should not rely on any single financial measure when evaluating our business. We recommend investors review the GAAP financial measures included in this earnings release. When viewed in conjunction with our GAAP results and the reconciliations below, we believe these NGFMs provide greater transparency and a more complete understanding of factors affecting our business than GAAP measures alone.

NGFMs Defined
We define our NGFMs presented herein as follows:
Non-GAAP Organic Revenues: GAAP Total Revenues excluding revenues associated with products acquired or divested in the periods presented.

Non-GAAP Adjusted Gross Margin: GAAP Gross Profit minus inventory set-up charges and certain integration, transition and other acquisition related costs.

Non-GAAP Adjusted Gross Margin Percentage: Calculated as Non-GAAP Adjusted Gross Margin divided by GAAP Total Revenues.
Non-GAAP Adjusted Advertising and Promotion Expense: GAAP Advertising and Promotion expenses minus certain integration, transition and other acquisition related costs.
Non-GAAP Adjusted Advertising and Promotion Expense Percentage: Calculated as Non-GAAP Adjusted Advertising and Promotion expense divided by GAAP Total Revenues.
Non-GAAP Adjusted General and Administrative Expense: GAAP General and Administrative expenses minus certain other legal and professional fees, integration, transition and other acquisition related costs, divestiture costs, and costs associated with our CEO transition.
Non-GAAP Adjusted General and Administrative Expense Percentage: Calculated as Non-GAAP Adjusted General and Administrative expense divided by GAAP Total Revenues.
Non-GAAP EBITDA: GAAP Net Income less interest expense (income), income taxes, and depreciation and amortization.
Non-GAAP EBITDA Margin: Calculated as Non-GAAP EBITDA divided by GAAP Total Revenues.
Non-GAAP Adjusted EBITDA: Non-GAAP EBITDA less inventory set-up charges, certain other legal and professional fees, integration, transition and other acquisition related costs, divestiture costs, costs associated with our CEO transition, loss on extinguishment of debt, and gain/loss on divestitures.
Non-GAAP Adjusted EBITDA Margin: Calculated as Non-GAAP Adjusted EBITDA divided by GAAP Total Revenues.
Non-GAAP Adjusted Net Income: GAAP Net Income before certain other legal and professional fees, integration, transition and other acquisition related costs, divestiture costs, costs associated with our CEO transition, accelerated amortization





of debt origination costs due to sale of assets, additional interest expense on debt refinancing, loss on extinguishment of debt, gain/loss on divestitures, applicable tax impacts associated with these items, income tax related to adjustments and other non-deductible items.
Non-GAAP Adjusted EPS: Calculated as Non-GAAP Adjusted Net Income, divided by the weighted average number of common and potential common shares outstanding during the period.
Non-GAAP Free Cash Flow: GAAP Net cash provided by operating activities less cash paid for capital expenditures.
Non-GAAP Adjusted Free Cash Flow: Non-GAAP Free Cash Flow plus cash payments made for integration, transition, and other costs associated with acquisitions and divestitures, premium payment on extinguishment of Senior Notes, additional interest expense on debt refinancing, pension obligation funding and additional income tax payments associated with divestitures.
The following tables set forth the reconciliations of each of our NGFMs to their most directly comparable financial measures presented in accordance with GAAP.


Reconciliation of GAAP Total Revenues to Non-GAAP Organic Revenues and related growth percentages:
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
2017
 
2016
 
2017
 
2016
(In thousands)
 
 
 
 
 
 
 
GAAP Total Revenues
$
240,670

 
$
207,855

 
$
882,060

 
$
806,247

Revenue Growth
15.8
%
 
 
 
9.4
%
 
 
Adjustments:
 
 
 
 
 
 
 
Revenues associated with acquisitions (1)
(43,125
)
 

 
(94,293
)
 

Revenues associated with divested brands (2)

 
(12,460
)
 

 
(26,002
)
Total adjustments
(43,125
)
 
(12,460
)
 
(94,293
)
 
(26,002
)
Non-GAAP Organic Revenues
$
197,545

 
$
195,395

 
$
787,767

 
$
780,245

Organic Revenue Growth
1.1
%
 
 
 
1.0
%
 
 
(1) Revenues of our acquisitions, Fleet and DenTek, are excluded for purposes of calculating Non-GAAP organic revenues. These revenue adjustments relate to our North American and International OTC Healthcare segments.
(2) Revenues of our divested brands have been excluded from the current year and the prior year for purposes of calculating Non-GAAP organic revenues. These revenue adjustments relate to our North American OTC Healthcare segment and our Household Cleaning segment.

Reconciliation of GAAP Gross Profit to Non-GAAP Adjusted Gross Margin and related Adjusted Gross Margin percentage:
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
2017
 
2016
 
2017
 
2016
(In thousands)
 
 
 
 
 
 
 
GAAP Total Revenues
$
240,670

 
$
207,855


$
882,060

 
$
806,247

 
 
 
 
 
 
 
 
GAAP Gross Profit
$
130,183

 
$
118,251


$
500,286

 
$
467,211

Adjustments:
 
 
 
 
 
 
 
Inventory step-up charges and other costs associated with acquisitions (1)
1,664

 
1,387

 
1,664

 
1,387

Integration, transition and other costs associated with acquisitions
1,367

 

 
1,367

 

Total adjustments
3,031

 
1,387

 
3,031

 
1,387

Non-GAAP Adjusted Gross Margin
$
133,214

 
$
119,638

 
$
503,317

 
$
468,598

Non-GAAP Adjusted Gross Margin %
55.4
%
 
57.6
%
 
57.1
%
 
58.1
%
(1) Inventory step-up charges relate to our North American and International OTC Healthcare segments.
 






Reconciliation of GAAP Advertising and Promotion Expense and related GAAP Advertising and Promotion Expense percentage to Non-GAAP Adjusted Advertising and Promotion Expense and related Non-GAAP Adjusted Advertising and Promotion Expense percentage:
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
2017
 
2016
 
2017
 
2016
(In thousands)
 
 
 
 
 
 
 
GAAP Advertising and Promotion Expense
$
41,450


$
26,552


$
128,359


$
110,802

GAAP Advertising and Promotion Expense as a Percentage of GAAP Total Revenue
17.2
%
 
12.8
%
 
14.6
%
 
13.7
%
Adjustments:
 
 
 
 
 
 
 
Integration, transition and other costs associated with acquisitions (1)
2,242

 

 
2,242

 

Total adjustments
2,242

 

 
2,242

 

Non-GAAP Adjusted Advertising and Promotion Expense
$
39,208

 
$
26,552

 
$
126,117

 
$
110,802

Non-GAAP Adjusted Advertising and Promotion Expense as a Percentage of GAAP Total Revenues
16.3
%
 
12.8
%
 
14.3
%
 
13.7
%
(1) Acquisition related items represent costs related to integrating the advertising agencies of the recently acquired businesses.

Reconciliation of GAAP General and Administrative Expense and related GAAP General and Administrative Expense percentage to Non-GAAP Adjusted General and Administrative Expense and related Non-GAAP Adjusted General and Administrative Expense percentage:
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
2017
 
2016
 
2017
 
2016
(In thousands)
 
 
 
 
 
 
 
GAAP General and Administrative Expense
$
28,760


$
20,232


$
89,143


$
72,418

GAAP General and Administrative Expense as a Percentage of GAAP Total Revenue
11.9
%
 
9.7
%
 
10.1
%
 
9.0
%
Adjustments:
 
 
 
 
 
 
 
Costs associated with CEO transition (1)

 

 

 
1,406

Legal and professional fees associated with acquisitions and divestitures (2)
  
3,431

 
1,096

 
6,560

 
2,112

Integration, transition and other costs associated with acquisitions and divestitures (2)
5,756

 
289

 
9,455

 
289

Total adjustments
9,187

 
1,385

 
16,015

 
3,807

Non-GAAP Adjusted General and Administrative Expense
$
19,573

 
$
18,847

 
$
73,128

 
$
68,611

Non-GAAP Adjusted General and Administrative Expense as a Percentage of GAAP Total Revenues
8.1
%
 
9.1
%
 
8.3
%
 
8.5
%
(1) Costs relate to search fees associated with CEO and CFO transition and certain accelerated stock compensation costs related to our former CEO.
(2) Acquisition related items represent costs related to integrating recently acquired businesses, including (but not limited to) costs to exit or convert contractual obligations, severance, information system conversion and consulting costs, and certain costs related to the consummation of the acquisition process such as insurance costs, legal and other acquisition related professional fees.






Reconciliation of GAAP Net Income to Non-GAAP EBITDA and related Non-GAAP EBITDA Margin, Non-GAAP Adjusted EBITDA and related Non-GAAP Adjusted EBITDA Margin:
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
2017
 
2016
 
2017
 
2016
(In thousands)
 
 
 
 
 
 
 
GAAP Net Income
$
11,090

 
$
13,936


$
69,395

 
$
99,907

Interest expense, net
32,832

 
23,147

 
93,343

 
85,160

Provision for income taxes
7,712


10,667


41,455


57,278

Depreciation and amortization
7,092


6,198


25,792


23,676

Non-GAAP EBITDA
58,726

 
53,948

 
229,985

 
266,021

Non-GAAP EBITDA Margin
24.4
%
 
26.0
%
 
26.1
%
 
33.0
%
Adjustments:
 
 
 
 
 
 
 
Inventory step-up charges and other costs associated with acquisitions(1)
1,664

 
1,387

 
1,664

 
1,387

Integration, transition and other costs associated with acquisitions and divestitures in Cost of Goods Sold (3)
1,367

 

 
1,367

 

Integration, transition and other costs associated with acquisitions and divestitures in Advertising and Promotion Expense(3)
2,242

 

 
2,242

 

Integration, transition and other costs associated with acquisitions and divestitures in General and Administrative Expense(3)
5,756

 
289

 
9,455

 
289

Costs associated with CEO transition (2)

 

 

 
1,406

Legal and professional fees associated with acquisitions and divestitures (3)
3,431

 
1,096

 
6,560

 
2,112

Loss on extinguishment of debt
1,420

 
17,519

 
1,420

 
17,970

(Gain) loss on divestitures
268

 

 
51,820

 

Total adjustments
16,148

 
20,291

 
74,528

 
23,164

Non-GAAP Adjusted EBITDA
$
74,874

 
$
74,239

 
$
304,513

 
$
289,185

Non-GAAP Adjusted EBITDA Margin
31.1
%
 
35.7
%
 
34.5
%
 
35.9
%
(1) Inventory step-up charges relate to our North American and International OTC Healthcare segments.
(2) Costs relate to search fees associated with CEO and CFO transition and certain accelerated stock compensation costs related to our former CEO.
(3) Acquisition related items represent costs related to integrating recently acquired businesses, including (but not limited to) costs to exit or convert contractual obligations, severance, information system conversion and consulting costs, and certain costs related to the consummation of the acquisition process such as insurance costs, legal and other acquisition related professional fees.







Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and related Adjusted Earnings Per Share:
 
Three Months Ended March 31,
 
Year Ended March 31,
 
2017
2017 Adjusted EPS
 
2016
2016 Adjusted EPS
 
2017
2017 Adjusted EPS
 
2016
2016 Adjusted EPS
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
GAAP Net Income
$
11,090

$
0.21

 
$
13,936

$
0.26

 
$
69,395

$
1.30

 
$
99,907

$
1.88

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
Inventory step-up charges and other costs associated with acquisitions (1)
1,664

0.03

 
1,387

0.03

 
1,664

0.03

 
1,387

0.03

Integration, transition and other costs associated with acquisitions and divestitures in Cost of Goods Sold (2)
1,367

0.03

 


 
1,367

0.03

 


Integration, transition and other costs associated with acquisitions and divestitures in Advertising and Promotion Expense(2)
2,242

0.04

 


 
2,242

0.04

 


Integration, transition and other costs associated with acquisitions and divestitures in General and Administrative Expense (2)
5,756

0.11

 
289

0.01

 
9,455

0.18

 
289

0.01

Costs associated with CEO transition (3)


 


 


 
1,406

0.02

Legal and professional fees associated with acquisitions and divestitures (2)
3,431

0.06

 
1,096

0.02

 
6,560

0.12

 
2,112

0.04

Accelerated amortization of debt origination costs (4)
575

0.01

 


 
1,706

0.03

 


Additional interest expense as a result of Term Loan debt refinancing (5)
9,184

0.17

 


 
9,184

0.17

 


Loss on extinguishment of debt
1,420

0.03

 
17,519

0.33

 
1,420

0.03

 
17,970

0.34

(Gain) loss on divestitures
268

0.01

 


 
51,820

0.97

 


Tax impact of adjustments (6)
(9,438
)
(0.18
)
 
(6,294
)
(0.13
)
 
(28,024
)
(0.53
)
 
(7,608
)
(0.15
)
Income tax related to adjustments (7)
1,278

0.02

 


 
(199
)

 


Total adjustments
17,747

0.33

 
13,997

0.26

 
57,195

1.07

 
15,556

0.29

Non-GAAP Adjusted Net Income and Adjusted EPS
$
28,837

$
0.54

 
$
27,933

$
0.52

 
$
126,590

$
2.37

 
$
115,463

$
2.17

(1) Inventory set-up charges relate to our North American and International OTC Healthcare segments.
(2) Acquisition related items represent costs related to integrating recently acquired businesses, including (but not limited to) costs to exit or convert contractual obligations, severance, information system conversion and consulting costs, and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees.
(3) Costs relate to search fees associated with CEO and CFO transition and certain accelerated stock compensation costs related to our former CEO.
(4) Higher amortization of debt origination costs resulting from debt payments on our term loan from the proceeds from divestitures.
(5) Primarily bank commitment fees related to the recently acquired Fleet business.
(6) The income tax adjustments are determined using applicable rates in the taxing jurisdictions in which the above adjustments relate and includes both current and deferred income tax expense (benefit) based on the specific nature of the specific Non-GAAP performance measure.
(7) Income tax adjustments relate primarily to the expiration of certain statute of limitations associated with certain tax reserves and a normalized tax rate of 35.5%.









Reconciliation of GAAP Net Income to Non-GAAP Free Cash Flow and Non-GAAP Adjusted Free Cash Flow:
 
Three Months Ended March 31,
 
Year Ended
March 31,
 
2017
 
2016
 
2017
 
2016
(In thousands)
 
 
 
 
 
 
 
GAAP Net Income
$
11,090

 
$
13,936


$
69,395

 
$
99,907

Adjustments:
 
 
 
 
 
 
 
Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows
21,347

 
34,206

 
91,713

 
96,221

Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows
(25,013
)
 
(10,243
)
 
(13,336
)
 
(21,778
)
Total adjustments
(3,666
)
 
23,963

 
78,377

 
74,443

GAAP Net cash provided by operating activities
7,424

 
37,899

 
147,772

 
174,350

Purchases of property and equipment
(1,042
)
 
(1,028
)
 
(2,977
)

(3,568
)
Non-GAAP Free Cash Flow
6,382

 
36,871

 
144,795

 
170,782

Premium payment on extinguishment of 2012 Senior Notes

 
10,158

 

 
10,158

Integration, transition and other payments associated with acquisitions and divestitures (1)
8,304

 
1,665

 
10,448

 
2,461

Additional interest on Term Loan refinance (2)
9,184

 

 
9,184

 

Pension contribution
6,000

 

 
6,000

 

Additional income tax payments associated with divestitures (3)
16,956

 

 
25,545

 

Non-GAAP Adjusted Free Cash Flow
$
46,826

 
$
48,694

 
$
195,972

 
$
183,401

(1) Acquisition related items represent payments related to integrating recently acquired businesses, including (but not limited to) costs to exit or convert contractual obligations, severance, information system conversion and consulting costs, and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees.
(2) Primarily bank commitment fees related to the recently acquired Fleet business.
(3) Additional income tax payments resulting from divestitures.







Outlook for Fiscal Year 2018:

Reconciliation of Projected GAAP EPS to Projected Non-GAAP Adjusted EPS:
 
2018 Projected EPS
 
Low
 
High
Projected FY'18 GAAP EPS
$
2.50

 
$
2.60

Adjustments:
 
 
 
Costs associated with Fleet integration (1)
0.08

 
0.08

Total adjustments
0.08

 
0.08

Projected Non-GAAP Adjusted EPS
$
2.58

 
$
2.68

(1) Acquisition related items represent costs related to integrating recently acquired businesses, including (but not limited to) warehouse consolidation, costs to exit or convert contractual obligations, severance, information system conversion and consulting costs, and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees.


Reconciliation of Projected GAAP Net cash provided by operating activities to Projected Non-GAAP Adjusted Free Cash Flow:
 
2018 Projected Free Cash Flow
(In millions)
 
Projected FY'18 GAAP Net cash provided by operating activities
$
210

Additions to property and equipment for cash
(10
)
Projected Non-GAAP Free Cash Flow
200

Payments associated with acquisitions (1)
8

Tax effect of payments associated with acquisitions
(3
)
Projected Non-GAAP Adjusted Free Cash Flow
$
205

(1) Acquisition related items represent costs related to integrating recently acquired businesses, including (but not limited to) warehouse consolidation, costs to exit or convert contractual obligations, severance, information system conversion and consulting costs, and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees.