Attached files
| file | filename |
|---|---|
| 8-K - 8-K - CANTEL MEDICAL LLC | cmd-20210309.htm |
Exhibit 99.1
Cantel Medical Reports Strong Financial Results for its Second Quarter Fiscal Year 2021
Demand for Medical and Dental IP&C solutions continue to outpace elective procedure volume
Strong recurring revenue mix and continued cost discipline driving higher profitability
•Net sales of $294.0M, up 1.9%
•GAAP diluted EPS of $0.27, up $0.32 versus prior year
•Non-GAAP diluted EPS of $0.79, up 29.5%
•GAAP net income of $12.1M, up $14.3M versus prior year
•Non-GAAP net income of $34.6M, up 34.0%
•Continued Cash Flow strength enabled accelerated debt pay down
Little Falls, New Jersey- (March 9, 2021) - Cantel Medical Corp. (NYSE: CMD) today announced financial results for its second quarter ended January 31, 2021.
Second quarter 2021 net sales were $294.0M, up 1.9% compared to the prior year. Excluding the impact from foreign currency, net sales increased by 1.1%; largely a result of heightened demand for Cantel’s infection prevention solutions. The Company’s entire second quarter was impacted by the reduction of elective procedures driven by the worldwide COVID pandemic.
Second quarter 2021 GAAP earnings per diluted share increased to $0.27, compared to a GAAP loss per diluted share of $(0.05) in the prior year period. GAAP earnings per diluted share was positively impacted by higher volumes, expense discipline and integration expenses in the prior year period.
Second quarter 2021 non-GAAP earnings per diluted share increased 29.5% to $0.79, compared to non-GAAP earnings per diluted share of $0.61 in the prior year period. The increase in earnings per share was driven by strength in our dental and medical segments, stronger recurring product mix and operating expense discipline.
George Fotiades, Chief Executive Officer, stated, “We remain very optimistic with elevated uptake for our infection prevention consumable products as enhanced infection prevention protocols become standard practice. The increased adoption and focus on our IP&C solutions drove greater demand for our recurring revenue consumables and new products, enabling us to outperform underlying procedure volume in both our Medical and Dental segments. This resulted in a margin profile that exceeded expectations, mainly driven by favorable mix and volume leverage coupled with our embedded operating discipline across all of our businesses.”
The second quarter ended with cash of $243.1M and gross debt of $988.4M, while generating EBITDAS of $53.9M and adjusted EBITDAS of $71.0M in the quarter, up 27.3%. The Company continued to build cash within the quarter and utilized its strong cash position to pay down $50.0M of its revolver in November, along with an additional $50.0M following the end of the second quarter in March. The Company has exceeded its fiscal year 2021 revised guidance with a total of $175.0M in debt reduction.
COVID continued to negatively impact elective procedures throughout the second quarter and affected the Company’s Medical and Dental segments. However, the negative impact continues to moderate as hospitals and clinics utilize enhanced protocols to keep both staff and patients safe.
Second quarter financial results and key updates:
•Dental revenue increased 4.3% on an organic basis, due to continued demand for infection prevention products at heightened levels, including face masks, face shields, surface disinfectants and wipes
•Medical revenue increased 0.1% on an organic basis, driven by strength in reoccurring revenue products as enhanced demand for infection prevention and control solutions continues to outpace softness in elective procedure volumes
•Performance in recurring revenue categories including new products drove positive mix in Medical and Dental
•Operating discipline including expense management continues to drive operating leverage
•Operating cash flow increased $47.7M sequentially to $109.8M, with an ending cash balance of $243.1M
As previously announced on January 12th, 2021, STERIS plc (NYSE:STE) (“STERIS”) and Cantel have signed a definitive agreement to acquire Cantel Medical Corp (NYSE:CMD) (“Cantel”). Under the terms of the agreement, STERIS will acquire Cantel in a cash and stock transaction valued at $84.66 per Cantel common share, based on STERIS’s closing price of $200.46 on January 11, 2021. This represents a total equity value of approximately $3.6 billion and a total enterprise value of approximately $4.6 billion, including Cantel’s net debt and convertible notes. This agreement has been unanimously approved by the Board of Directors of both companies.
Conference Call Information:
The Company will hold a conference call to discuss the results for its second quarter ended January 31, 2021 on Tuesday, March 9, 2021 at 8:30 a.m. Eastern Time.
To participate in the conference call, dial 1-888-506-0062 (US & Canada) or 1-973-528-0011 (International) approximately 5 to 10 minutes before the beginning of the call. If you are unable to participate, a digital replay of the call will be available from Tuesday, March 9, 2021 through midnight on April 9, 2021 by dialing 1-877-481-4010 (US & Canada) or 1-919-882-2331 (International) and using conference ID #: 40072.
An audio webcast will be available via the Cantel website at www.cantelmedical.com. A replay of the presentation will be archived on the Cantel website for those unable to listen live. In addition, the Company will provide a supplemental presentation to complement the conference call. The presentation can be accessed on Cantel’s website in the Investor Relations section under presentations.
About Cantel Medical:
Cantel Medical is a leading global company dedicated to delivering innovative infection prevention products and services for patients, caregivers, and other healthcare providers which improve outcomes, enhance safety and help save lives. Our products include specialized medical device reprocessing systems for endoscopy and renal dialysis, advanced water purification equipment, sterilants, disinfectants and cleaners, sterility assurance monitoring products for hospitals and dental clinics, disposable infection control products primarily for dental and GI endoscopy markets, instruments and instrument reprocessing workflow systems serving the dental industry, dialysate concentrates, hollow fiber membrane filtration and separation products. Additionally, we provide technical service for our products.
For further information, visit the Cantel website at www.cantelmedical.com.
This press release contains “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on current expectations, estimates, or forecasts about our businesses, the industries in which we operate, and the current beliefs and assumptions of management; they do not relate strictly to historical or current facts. Without limiting the foregoing, words or phrases such as “expect,” “anticipate,” “goal,” “project,” “intend,” “plan,” “believe,” “seek,” “may,” “could,” “aspire,” and variations of such words and similar expressions generally identify forward-looking statements. In addition, any statements that refer to predictions or projections of our future financial performance, anticipated growth, strategic objectives, performance drivers and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions about future events, activities or developments and are subject to numerous risks, uncertainties, and assumptions that are difficult to predict, including the impacts of the COVID pandemic on our operations and financial results, general economic conditions, technological and market changes in the medical device industry, our ability to execute on our strategy, risks associated with operating our international business, including limited operating experience and market recognition in new international markets, changes in United States healthcare policy at both the state and federal level, product liability claims resulting from the use of products we sell and distribute, and risks related to our intellectual property and proprietary rights needed to maintain our competitive position. We caution that undue reliance should not be placed on such forward-looking statements, which speak only as of the date made. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
| Contacts: | Ryan Lada | ||||
| VP, Investor Relations | |||||
| ryan.lada@cantel.com | |||||
| Phone: (763) 553-3341 | |||||
CANTEL MEDICAL CORP.
Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net sales | $ | 294,038 | $ | 288,498 | $ | 591,067 | $ | 545,744 | |||||||||||||||
| Cost of sales | 150,560 | 166,254 | 300,223 | 307,631 | |||||||||||||||||||
| Gross profit | 143,478 | 122,244 | 290,844 | 238,113 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Selling | 38,434 | 44,740 | 78,497 | 83,151 | |||||||||||||||||||
| General and administrative | 65,855 | 62,051 | 115,233 | 117,338 | |||||||||||||||||||
| Research and development | 7,560 | 7,857 | 15,133 | 15,604 | |||||||||||||||||||
| Total operating expenses | 111,849 | 114,648 | 208,863 | 216,093 | |||||||||||||||||||
| Income from operations | 31,629 | 7,596 | 81,981 | 22,020 | |||||||||||||||||||
| Interest expense, net | 15,491 | 10,250 | 31,784 | 15,969 | |||||||||||||||||||
| Income (loss) before income taxes | 16,138 | (2,654) | 50,197 | 6,051 | |||||||||||||||||||
| Income taxes | 4,070 | (391) | 13,665 | 2,547 | |||||||||||||||||||
| Net income (loss) | $ | 12,068 | $ | (2,263) | $ | 36,532 | $ | 3,504 | |||||||||||||||
| Earnings (loss) per common share - basic | $ | 0.29 | $ | (0.05) | $ | 0.87 | $ | 0.08 | |||||||||||||||
| Earnings (loss) per common share - diluted | $ | 0.27 | $ | (0.05) | $ | 0.84 | $ | 0.08 | |||||||||||||||
| Dividends declared per common share | $ | — | $ | 0.11 | $ | — | $ | 0.11 | |||||||||||||||
| Weighted average shares - basic | 42,253,846 | 42,561,178 | 42,219,166 | 42,298,833 | |||||||||||||||||||
| Weighted average shares - diluted | 44,073,183 | 42,561,178 | 43,515,830 | 42,390,119 | |||||||||||||||||||
(dollar amounts in thousands except share and per share data or as otherwise specified)
CANTEL MEDICAL CORP.
Condensed Consolidated Balance Sheets
(Unaudited)
| January 31, 2021 | July 31, 2020 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 243,061 | $ | 277,871 | |||||||
| Accounts receivable, net | 159,372 | 148,419 | |||||||||
| Inventories, net | 170,075 | 167,960 | |||||||||
| Prepaid expenses and other current assets | 22,388 | 18,443 | |||||||||
| Income taxes receivable | 43,144 | 33,933 | |||||||||
| Property and equipment, net | 226,132 | 225,222 | |||||||||
| Right-of-use assets, net | 50,026 | 48,684 | |||||||||
| Intangible assets, net | 463,448 | 480,032 | |||||||||
| Goodwill | 665,570 | 660,172 | |||||||||
| Other long-term assets | 7,094 | 6,231 | |||||||||
| Deferred income taxes | — | 4,787 | |||||||||
| Total assets | $ | 2,050,310 | $ | 2,071,754 | |||||||
| Liabilities and stockholders’ equity | |||||||||||
| Accounts payable | $ | 54,228 | $ | 42,008 | |||||||
| Compensation payable | 54,873 | 47,769 | |||||||||
| Accrued expenses | 56,730 | 41,480 | |||||||||
| Deferred revenue | 29,908 | 26,223 | |||||||||
| Current portion of long-term debt | 22,125 | 7,375 | |||||||||
| Income taxes payable | 6,155 | 4,373 | |||||||||
| Current portion of lease liabilities | 10,528 | 10,268 | |||||||||
| Long-term debt | 788,451 | 926,834 | |||||||||
| Convertible debt | 128,443 | 124,835 | |||||||||
| Deferred income taxes | 49,571 | 49,533 | |||||||||
| Long-term lease liabilities | 42,104 | 40,679 | |||||||||
| Other long-term liabilities | 19,528 | 20,778 | |||||||||
| Stockholders’ equity | 787,666 | 729,599 | |||||||||
| Total liabilities and stockholders’ equity | $ | 2,050,310 | $ | 2,071,754 | |||||||
(dollar amounts in thousands except share and per share data or as otherwise specified)
CANTEL MEDICAL CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended January 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 36,532 | $ | 3,504 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 16,618 | 14,215 | |||||||||
| Amortization | 17,868 | 15,003 | |||||||||
| Stock-based compensation expense | 8,488 | 5,816 | |||||||||
| Deferred income taxes | 3,107 | (2,467) | |||||||||
| Amortization of right-of-use assets | 6,127 | 5,084 | |||||||||
| Non-cash interest expense | 8,907 | 1,936 | |||||||||
| Inventory step-up amortization | — | 16,700 | |||||||||
| Fair value adjustments to contingent consideration | — | 10,578 | |||||||||
| Other non-cash items, net | 648 | (1,029) | |||||||||
| Changes in assets and liabilities, net of effects of acquisitions/dispositions: | |||||||||||
| Accounts receivable | (9,656) | 5,706 | |||||||||
| Inventories | 26 | (2,198) | |||||||||
| Prepaid expenses and other assets | (3,792) | 314 | |||||||||
| Accounts payable and other liabilities | 39,280 | (22,682) | |||||||||
| Income taxes | (7,652) | (1,551) | |||||||||
| Operating lease payments | (6,749) | (5,396) | |||||||||
| Net cash provided by operating activities | 109,752 | 43,533 | |||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | (17,008) | (21,098) | |||||||||
| Sale of businesses, net of cash retained | (175) | 2,236 | |||||||||
| Acquisitions, net of cash acquired | — | (686,350) | |||||||||
| Net cash used in investing activities | (17,183) | (705,212) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from issuance of long-term debt | — | 400,000 | |||||||||
| Repayments of long-term debt | — | (4,750) | |||||||||
| Borrowings under revolving credit facility | — | 317,900 | |||||||||
| Repayments under revolving credit facility | (125,000) | (20,900) | |||||||||
| Debt issuance costs | — | (9,234) | |||||||||
| Finance lease payments | (224) | (209) | |||||||||
| Dividends paid | — | (4,471) | |||||||||
| Purchases of treasury stock | (2,325) | (3,700) | |||||||||
| Net cash (used in) provided by financing activities | (127,549) | 674,636 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 170 | 1,238 | |||||||||
| (Decrease) increase in cash and cash equivalents | (34,810) | 14,195 | |||||||||
| Cash and cash equivalents at beginning of period | 277,871 | 44,535 | |||||||||
| Cash and cash equivalents at end of period | $ | 243,061 | $ | 58,730 | |||||||
(dollar amounts in thousands except share and per share data or as otherwise specified)
SUPPLEMENTARY INFORMATION - RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
In evaluating our operating performance, we supplement the reporting of our financial information determined under generally accepted accounting principles in the United States (“GAAP”) with certain non-GAAP financial measures including (i) non-GAAP net income, (ii) non-GAAP earnings per diluted share (“EPS”), (iii) earnings before interest, taxes, depreciation, amortization, loss on disposal of fixed assets, and stock-based compensation expense (“EBITDAS”), (iv) adjusted EBITDAS, (v) net debt and (vi) organic sales. These non-GAAP financial measures are indicators of our performance that are not required by, or presented in accordance with, GAAP. They are presented with the intent of providing greater transparency to financial information used by us in our financial analysis and operational decision-making. We believe that these non-GAAP measures provide meaningful information to assist investors, stockholders and other readers of our consolidated financial statements in making comparisons to our historical operating results and analyzing the underlying performance of our results of operations. These non-GAAP financial measures are not intended to be, and should not be, considered separately from, or as an alternative to, the most directly comparable GAAP financial measures.
To measure earnings performance on a consistent and comparable basis, we exclude certain items that affect comparability of operating results and the trend of earnings. These adjustments are irregular in timing, may not be indicative of our past and future performance and are therefore excluded to allow investors to better understand underlying operating trends. The following are examples of the types of adjustments that are excluded: (i) amortization of purchased intangible assets, (ii) acquisition-related items, (iii) business optimization and restructuring-related charges, (iv) certain significant and discrete tax matters and (v) other significant items management deems irregular or non-operating in nature.
Amortization expense of purchased intangible assets is a non-cash expense related to intangibles that were primarily the result of business acquisitions. Our history of acquiring businesses has resulted in significant increases in amortization of intangible assets that reduce our net income. The removal of amortization from our overall operating performance helps in assessing our cash generated from operations including our return on invested capital, which we believe is an important analysis for measuring our ability to generate cash and invest in our continued growth.
Acquisition-related items consist of (i) fair value adjustments to contingent consideration and other contingent liabilities resulting from acquisitions, (ii) due diligence, integration, legal fees and other transaction costs associated with our acquisition program and (iii) acquisition accounting charges for the amortization of the initial fair value adjustments of acquired inventory and deferred revenue. The adjustments of contingent consideration and other contingent liabilities are periodic adjustments to record such amounts at fair value at each balance sheet date. Given the subjective nature of the assumptions used in the determination of fair value calculations, fair value adjustments may potentially cause significant earnings volatility that are not representative of our operating results. Similarly, due diligence, integration, legal and other acquisition costs associated with our acquisition program, including accounting charges relating to recording acquired inventory and deferred revenue at fair market value, can be significant and also adversely impact our effective tax rate as certain costs are often not tax-deductible. Since these acquisition-related items are irregular and often mask underlying operating performance, we exclude these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to past operating performance.
Restructuring-related and business optimization items consist of severance-related costs associated with work force reductions and other restructuring-related activities. Such costs include (i) salary continuation, (ii) bonus payments, (iii) outplacement services, (iv) medical-related premium costs and (v) accelerated stock-compensation costs. Since these restructuring-related and business optimization items often mask underlying operating performance, we exclude these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to past operating performance.
Merger-related items consist primarily of transaction-related costs such as banking and legal fees associated with the STERIS and Cantel merger which was announced in January 2021. Since these merger-related items are irregular and specific to this acquisition, we excluded these amounts for purposes of calculating our non-GAAP financial measures to facilitate an evaluation of our current operating performance and a comparison to past operating performance.
Excess tax benefits and expenses resulting from stock compensation are recorded as an adjustment to income tax expense. The magnitude of the impact of excess tax benefits generated in the future, which may be favorable or unfavorable, are dependent upon our future grants of equity awards, our future share price on the date awards vest in relation to the fair value of awards on grant date and the exercise behavior of our stock award holders. Since these tax effects are largely unrelated to our results and unrepresentative of our normal effective tax rate, we excluded their impact on net income and diluted EPS to arrive at our non-GAAP financial measures.
(dollar amounts in thousands except share and per share data or as otherwise specified)
We are required under GAAP to separately account for the liability (debt) and equity (conversion option) components of our convertible debt issued in May 2020. Accordingly, we are required to recognize non-cash interest expense that is associated with the debt discount component recorded in equity. Since the amortization of the debt discount is a non-cash expense, we excluded its impact on net income and diluted EPS to arrive at our non-GAAP financial measures as we believe that the exclusion of the non-cash interest expense provides investors an enhanced view of our operational performance related to cash flow and liquidity.
As a result of terminating our interest rate swaps during fiscal 2020, we recorded a loss in other comprehensive income which is required by GAAP to be amortized and recorded in interest expense through the original maturity date of the terminated swaps. Since the amortization of the loss is a non-cash expense, we excluded its impact on net income and diluted EPS to arrive at our non-GAAP financial measures as we believe that the exclusion of the non-cash interest expense provides investors an enhanced view of our operational performance related to cash flow and liquidity.
Three Months Ended January 31, 2021
During the three months ended January 31, 2021, we completed the disposition of certain assets of our Aexis business and the disposition of a service business in Canada, which resulted in a pre-tax loss of $391 recorded in general and administrative expenses. Since we believe that this loss was not representative of our ordinary course past or future operations, we made an adjustment to our net income and diluted EPS to exclude this loss to arrive at our non-GAAP financial measures.
Three Months Ended January 31, 2020
During the three months ended January 31, 2020, we completed the disposition of a dental product line. This resulted in a pre-tax loss of $170 recorded in general and administrative expenses. Since we believe that this loss was not representative of our ordinary course past or future operations, we made an adjustment to our net income and diluted EPS to exclude this gain to arrive at our non-GAAP financial measures.
The reconciliations of net income and diluted EPS to non-GAAP net income and non-GAAP diluted EPS were calculated as follows:
| Three Months Ended January 31, | |||||||||||||||||||||||
| (Unaudited) | 2021 | 2020 | |||||||||||||||||||||
| Net income (loss)/Diluted EPS, as reported | $ | 12,068 | $ | 0.27 | $ | (2,263) | $ | (0.05) | |||||||||||||||
Intangible amortization, net of tax(1) | 6,966 | 0.16 | 7,967 | 0.19 | |||||||||||||||||||
Acquisition-related items, net of tax(2) | 1,815 | 0.04 | 18,078 | 0.42 | |||||||||||||||||||
Restructuring-related charges, net of tax(3) | 2,641 | 0.06 | 1,932 | 0.05 | |||||||||||||||||||
Merger-related items, net of tax(1) | 8,452 | 0.19 | — | — | |||||||||||||||||||
Non-cash interest, net of tax(4) | 2,480 | 0.06 | — | — | |||||||||||||||||||
Net loss on dispositions, net of tax(1) | 282 | 0.01 | 130 | — | |||||||||||||||||||
Excess tax effects(5) | (64) | — | — | — | |||||||||||||||||||
| Non-GAAP net income/Non-GAAP diluted EPS | $ | 34,640 | $ | 0.79 | $ | 25,844 | $ | 0.61 | |||||||||||||||
____________________________________________
(1)Amounts were recorded in general and administrative expenses.
(2)For the three months ended January 31, 2021, pre-tax acquisition-related items of $2,501 were recorded in general and administrative expenses. For the three months ended January 31, 2020, pre-tax acquisition-related items of $11,929 were recorded in cost of sales and $12,214 were recorded in general and administrative expenses.
(3)For the three months ended January 31, 2021, pre-tax restructuring-related items of $729 were recorded in cost of sales and $2,797 were recorded in general and administrative expenses. For the three months ended January 31, 2020, pre-tax restructuring-related items of $1,662 were recorded in cost of sales and $2,562 were recorded in general and administrative expenses.
(4)Amounts were recorded in interest expense, net.
(5)Amounts were recorded in income taxes.
(dollar amounts in thousands except share and per share data or as otherwise specified)
Six Months Ended January 31, 2021
During the six months ended January 31, 2021, we completed the disposition of certain assets of our Aexis business and the disposition of a service business in Canada, which resulted in a pre-tax loss of $142 recorded in general and administrative expenses. Since we believe that this loss was not representative of our ordinary course past or future operations, we made an adjustment to our net income and diluted EPS to exclude this loss to arrive at our non-GAAP financial measures.
Six Months Ended January 31, 2020
During the six months ended January 31, 2020, we completed the disposition of a dental product line. This resulted in a pre-tax loss of $170 recorded in general and administrative expenses. Since we believe that this loss was not representative of our ordinary course past or future operations, we made an adjustment to our net income and diluted EPS to exclude this gain to arrive at our non-GAAP financial measures.
The reconciliations of net income and diluted EPS to non-GAAP net income and non-GAAP diluted EPS were calculated as follows:
| Six Months Ended January 31, | |||||||||||||||||||||||
| (Unaudited) | 2021 | 2020 | |||||||||||||||||||||
| Net income/Diluted EPS, as reported | $ | 36,532 | $ | 0.84 | $ | 3,504 | $ | 0.08 | |||||||||||||||
Intangible amortization, net of tax(1) | 13,902 | 0.32 | 12,988 | 0.31 | |||||||||||||||||||
Acquisition-related items, net of tax(2) | 2,318 | 0.05 | 30,598 | 0.72 | |||||||||||||||||||
Restructuring-related charges, net of tax(3) | 6,416 | 0.15 | 5,284 | 0.13 | |||||||||||||||||||
Merger-related items, net of tax(1) | 8,452 | 0.20 | — | — | |||||||||||||||||||
Non-cash interest, net of tax(4) | 4,375 | 0.10 | — | — | |||||||||||||||||||
Net loss on dispositions, net of tax(1) | 103 | — | 130 | — | |||||||||||||||||||
Excess tax effects(5) | 1,016 | 0.02 | 559 | 0.01 | |||||||||||||||||||
| Non-GAAP net income/Non-GAAP diluted EPS | $ | 73,114 | $ | 1.68 | $ | 53,063 | $ | 1.25 | |||||||||||||||
____________________________________________
(1)Amounts were recorded in general and administrative expenses.
(2)For the six months ended January 31, 2021, pre-tax acquisition-related items of $3,041 were recorded in general and administrative expenses. For the six months ended January 31, 2020, pre-tax acquisition-related items of $16,700 were recorded in cost of sales and $24,020 were recorded in general and administrative expenses.
(3)For the six months ended January 31, 2021, pre-tax restructuring-related items of $2,029 were recorded in cost of sales and $6,479 were recorded in general and administrative expenses. For the six months ended January 31, 2020, pre-tax restructuring-related items of $2,818 were recorded in cost of sales and $6,833 were recorded in general and administrative expenses.
(4)Amounts were recorded in interest expense, net.
(5)Amounts were recorded in income taxes.
Reconciliation of Net Income to EBITDAS and Adjusted EBITDAS
We believe EBITDAS is an important valuation measurement for management and investors given the increasing effect that non-cash charges, such as stock-based compensation, amortization related to acquisitions and depreciation of capital equipment have on net income. In particular, acquisitions have historically resulted in significant increases in amortization of purchased intangible assets that reduce net income. Additionally, we regard EBITDAS as a useful measure of operating performance and cash flow before the effect of interest expense and is a complement to operating income, net income and other GAAP financial performance measures. We define adjusted EBITDAS as EBITDAS excluding the same non-GAAP adjustments to net income discussed above. We use adjusted EBITDAS when evaluating operating performance because we believe the exclusion of such adjustments, of which a significant portion are non-cash items, is necessary to provide the most accurate measure of on-going core operating results and to evaluate comparative results period over period.
(dollar amounts in thousands except share and per share data or as otherwise specified)
The reconciliations of net income to EBITDAS and adjusted EBITDAS were calculated as follows:
| Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||||||||||
| (Unaudited) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Net income (loss), as reported | $ | 12,068 | $ | (2,263) | $ | 36,532 | $ | 3,504 | |||||||||||||||
| Interest expense, net | 15,491 | 10,250 | 31,784 | 15,969 | |||||||||||||||||||
| Income taxes | 4,070 | (391) | 13,665 | 2,547 | |||||||||||||||||||
| Depreciation | 8,209 | 7,877 | 16,618 | 14,215 | |||||||||||||||||||
| Amortization | 8,950 | 8,974 | 17,868 | 15,003 | |||||||||||||||||||
| (Gain) loss on disposal of fixed assets | — | (101) | — | 66 | |||||||||||||||||||
| Stock-based compensation expense | 5,066 | 3,412 | 8,488 | 5,816 | |||||||||||||||||||
| EBITDAS | 53,854 | 27,758 | 124,955 | 57,120 | |||||||||||||||||||
Acquisition-related items(1) | 2,705 | 24,143 | 3,216 | 40,720 | |||||||||||||||||||
Restructuring-related charges(1) | 2,456 | 3,728 | 7,350 | 9,095 | |||||||||||||||||||
| Merger-related items | 11,620 | — | 11,620 | — | |||||||||||||||||||
| Net loss on dispositions | 391 | 170 | 142 | 170 | |||||||||||||||||||
| Adjusted EBITDAS | $ | 71,026 | $ | 55,799 | $ | 147,283 | $ | 107,105 | |||||||||||||||
________________________________________________
(1)Excludes stock-based compensation expense.
Net Debt
We define net debt as long-term debt (bank debt excluding unamortized debt issuance costs) plus the convertible debt (excluding unamortized debt issuance costs and unamortized discount), less cash and cash equivalents. We believe that the presentation of net debt provides useful information to investors because we review net debt as part of our management of our overall liquidity, financial flexibility, capital structure and leverage.
| (Unaudited) | January 31, 2021 | July 31, 2020 | |||||||||
| Long-term bank debt (excluding debt issuance costs) | $ | 820,375 | $ | 945,375 | |||||||
| Convertible debt (excluding debt issuance costs and discount) | 168,000 | 168,000 | |||||||||
| Less cash and cash equivalents | (243,061) | (277,871) | |||||||||
| Net debt | $ | 745,314 | $ | 835,504 | |||||||
Reconciliation of Net Sales Growth to Organic Sales Growth
We define organic sales as net sales less (i) the impact of foreign currency translation, (ii) net sales related to acquired businesses during the first twelve months of ownership and (iii) dispositions during the periods being compared. We believe that reporting organic sales provides useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our revenue performance with prior periods. We exclude the effect of foreign currency translation from organic sales because foreign currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. We exclude the effect of acquisitions and dispositions because the nature, size, and number of acquisitions and divestitures can vary dramatically from period to period and can obscure underlying business trends and make comparisons of financial performance difficult.
For the three months ended January 31, 2021, the reconciliation of net sales growth to organic sales growth for total net sales and net sales of our reportable segments were calculated as follows:
| (Unaudited) | Net Sales | Medical Net Sales | Life Sciences Net Sales | Dental Net Sales | Dialysis Net Sales | ||||||||||||||||||||||||
| Net sales growth | 1.9 | % | 2.1 | % | (7.8) | % | 4.3 | % | 35.6 | % | |||||||||||||||||||
| Impact due to foreign currency translation | (0.8) | % | (2.0) | % | (0.2) | % | — | % | — | % | |||||||||||||||||||
| Organic sales growth | 1.1 | % | 0.1 | % | (8.0) | % | 4.3 | % | 35.6 | % | |||||||||||||||||||
(dollar amounts in thousands except share and per share data or as otherwise specified)
For the six months ended January 31, 2021, the reconciliation of net sales growth to organic sales growth for total net sales and net sales of our reportable segments were calculated as follows:
| (Unaudited) | Net Sales | Medical Net Sales | Life Sciences Net Sales | Dental Net Sales | Dialysis Net Sales | ||||||||||||||||||||||||
| Net sales growth | 8.3 | % | 0.7 | % | (7.5) | % | 28.6 | % | 20.9 | % | |||||||||||||||||||
| Impact due to foreign currency translation | (0.8) | % | (1.7) | % | (0.1) | % | — | % | — | % | |||||||||||||||||||
| Sales related to acquisitions/dispositions | (7.8) | % | — | % | — | % | (25.3) | % | — | % | |||||||||||||||||||
| Organic sales growth | (0.3) | % | (1.0) | % | (7.6) | % | 3.3 | % | 20.9 | % | |||||||||||||||||||
(dollar amounts in thousands except share and per share data or as otherwise specified)