EX-99.1 2 fy12-q4earningsreleaseexhi.htm PRESS RELEASE Exhibit 99.1 FY12-Q4 Earnings Release Exhibit


Exhibit 99.1
                                       


News Release

Prestige Brands Holdings, Inc. Reports Record Fourth Quarter Revenues Up 39.1%; Record Core Organic OTC Revenues Up 14.0%; EPS Exceeds Recent Guidance


May 17, 2012-Irvington, NY-Prestige Brands Holdings, Inc. (NYSE-PBH) today announced record results for the fourth quarter and fiscal year ended March 31, 2012, driven by strong Over-the-Counter Healthcare (“OTC”) organic growth and the completion of the acquisition of 17 brands from GlaxoSmithKline (the “GSK Brands”), the largest acquisition in the Company's history.

Revenues for the fourth fiscal quarter were $134.0 million, $37.6 million or 39.1% above the prior year comparable quarter's results of $96.4 million. Organic revenues for the fourth fiscal quarter grew $7.2 million, or 7.5% over the prior year comparable quarter. Revenues from the Company's nine legacy core OTC brands increased $8.2 million or 14.0% over the prior year comparable quarter. These brands are Chloraseptic®, Clear Eyes®, Compound W®, Little Remedies®, The Doctor's® NightGuard®, Efferdent®, PediaCare®, Dramamine® and Luden's®. Revenues from two months of ownership of the GSK Brands accounted for $30.4 million of the increase. The GSK Brands' acquisition increases the core brand group by five. These brands are Beano®, BC® and Goody's®, and Debrox® in the U.S., and Gaviscon® in Canada.

Gross profit for the fourth fiscal quarter was $68.5 million, $22.2 million, or 47.9% above the prior year comparable quarter of $46.3 million. Excluding charges associated with inventory valuation step-up adjustments of $1.8 million related to the GSK Brands' acquisition, gross profit would have been $70.3 million in the current quarter. Gross margin was 51.1% in the current quarter, which was impacted by 1.4 percentage points from the inventory step-up charges noted above. Excluding these charges, gross margin would have improved to 52.5%. In the prior year comparable quarter, gross margin was 48.1%, which was impacted by 3.8 percentage points from the inventory step-up adjustments of $3.7 million associated with the Blacksmith Brands and Dramamine acquisitions. Excluding these charges, gross margin would have been 51.9%. The year-over-year improvement in gross margin is primarily a result of a higher proportion of revenue generated from the OTC segment.

The Company continued its investment in Advertising and Promotion (“A&P”) during the quarter in





support of its core OTC brands and certain recently acquired OTC brands. A&P for the quarter was $18.5 million, $4.4 million, or 31.3% above the prior year comparable quarter spend of $14.1 million. A&P as a percent of revenue was 13.8% during the fourth fiscal quarter, a modest decline from 14.7% in the prior year comparable quarter. The prior year comparable period included a higher advertising spend against brands newly acquired in the Blacksmith Brands and Dramamine® acquisitions, which was affected by seasonality. Excluding this factor, the normalized A&P spending level continued to increase.

Operating income for the fourth fiscal quarter was $22.6 million, $4.0 million or 21.1% higher than the prior year comparable quarter of $18.6 million. Operating income for fiscal 2012 was impacted by $15.2 million of costs primarily associated with the GSK Brands' acquisition (including transaction costs of $8.1 million, an inventory step-up adjustment of $1.8 million and GSK transition costs of $3.6 million) and $1.7 million of costs associated with the evaluation of the Genomma Lab unsolicited proposal. Excluding these charges, operating income would have been $37.8 million. Operating income for the prior year comparable quarter included $4.5 million of costs associated with the acquisitions of Blacksmith and Dramamine®, including an inventory step-up adjustment of $3.7 million and transaction costs of $0.8 million. Excluding these charges, the prior year operating income would have been $23.1 million. On a comparable basis, excluding the charges noted above in the current and prior year quarter, operating income in the current quarter increased 63.3%.
In the fourth fiscal quarter, the Company's diluted earnings per share from continuing operations was $0.00, which included the GSK acquisition and the impact of the above noted costs. This compares to $0.13 in the prior year comparable quarter, which also included the impact of the above noted costs. Excluding the impact of the charges noted above in each quarter, diluted earnings per share from continuing operations in the fourth fiscal quarter would have been $0.26 compared to $0.18 in the prior year comparable quarter, an increase of 44.4%.

Commentary
“We are pleased with the excellent revenue and adjusted EPS growth in the Company's fourth fiscal quarter. We recorded our seventh consecutive quarter of organic core OTC growth achieving the highest growth rate in almost two years. With this organic growth performance, Prestige ranks near the top of many CPG industry participants” commented Matthew M. Mannelly, President and CEO. “In less than three years, our clear and consistent value creation strategy has taken hold. We have transformed Prestige into the largest independent OTC products company in the U.S. with a proven ability to generate consistent organic growth in our core OTC business coupled with a leading free cash flow profile,” he said.






“This quarter's revenue increase reflects the success of our core OTC brand-building strategy, and includes two months of revenues from this quarter's GSK Brands' acquisition. Consumption was driven by increased A&P support resulting in our brands' growth significantly exceeding category growth. Our nine legacy core OTC brands increased almost 15% despite the soft cough/cold season.”

“For the fiscal year, we achieved record revenues and earnings growth, which exceeded our expectations. Our consistently strong free cash flow continued in fiscal 2012, and helped fund the most transformative event in our history-the acquisition of 17 brands from GSK,” Mr. Mannelly said. “This is a meaningful step toward continued shareholder value creation. Our M&A strategy in action has transformed Prestige into a company with approximately 90% of profits derived from higher growth, higher margin OTC brands,” he said.

“The integration of the GSK Brands, our third acquisition in the past year and a half, is proceeding on schedule. We are excited by the potential created by this opportunity, which significantly enhances our portfolio by adding five new core OTC brands. This acquisition closely aligns with our operating model and we believe it is highly cash generative,” he said.

“We've made a steadfast commitment to creating value by driving core OTC growth, acquiring with an exclusive OTC focus, and strategically managing our portfolio. We have much to do in fiscal 2013. Our new product pipeline is robust. We will continue to develop the potential of our two prior acquisitions, Blacksmith Brands and Dramamine®. Furthermore, we will endeavor to participate in M&A within the OTC space to continue the strategic transformation process. Our confidence in our future is reflected in the guidance we previously provided for fiscal year 2013, anticipating diluted adjusted earnings per share to be in the range of $1.22 to $1.32, which represents an increase of approximately 23% to 33% from our current adjusted EPS,” Mr. Mannelly said. “Based on our strong fourth quarter performance, I am bullish regarding our ability to deliver strong results in fiscal 2013.”

Results by Segment for the Fourth Fiscal Quarter

Revenues for the OTC segment in the fourth fiscal quarter were $109.7 million, an increase of 53.3% over the prior year comparable period revenues of $71.6 million. This was due to revenue increases in six of the Company's nine core OTC brands, as well as the addition of two months of revenues from the newly acquired GSK Brands.






Revenues for the Household Cleaning segment for the fourth fiscal quarter were $24.3 million, a 2.2% reduction over the prior year comparable quarter revenues of $24.8 million. The rate of reduction in this segment has improved over the prior year comparable quarter, primarily as a result of increased distribution of Spic and Span®, as well as the fourth quarter introduction of the Comet® line of stainless steel cleaners.

Fiscal Year 2012
Revenues for fiscal 2012 were $441.1 million, an increase of 31.1%, or $104.6 million, over the prior year's revenues of $336.5 million. Organic revenues for the Company grew $10.7 million or 3.2% during fiscal 2012 over the prior year comparable period. Revenues from the GSK acquisition accounted for $30.4 million of the increase. Blacksmith Brands and Dramamine® contributed $63.5 million of the increase for the period prior to the anniversary of their respective purchases.

Income from continuing operations for fiscal 2012 of $37.2 million was 27.5% higher than fiscal 2011 income from continuing operations of $29.2 million. Income from continuing operations for fiscal 2012 was impacted by $12.9 million of costs primarily associated with the GSK acquisition (including transaction costs of $8.4 million, an inventory step-up adjustment of $1.1 million and GSK transition costs of $2.2 million), costs associated with the evaluation of the Genomma Lab unsolicited proposal of $1.1 million, and $0.1 million of costs as a result of the net amount of the combined loss on extinguishment of debt and settlement gain, net of related tax effects.

Income from continuing operations for fiscal 2011 was impacted by costs of $10.5 million associated with the Blacksmith and Dramamine acquisitions and $0.2 million of a loss associated with the extinguishment of debt, net of related tax effects. Excluding these impacts, income from continuing operations would have been $50.1 million for the current fiscal year compared to $39.9 million for the prior fiscal year, an increase of 25.8%.

Diluted earnings per share from continuing operations for fiscal 2012 was $0.73, which includes the impact of the above noted costs, compared to $0.58 in the prior fiscal year, which included the costs associated with the Blacksmith and Dramamine acquisitions and the extinguishment of debt. Excluding the impact of these charges in the fiscal year, diluted earnings per share from continuing operations in fiscal 2012 would have been $0.99 compared to $0.79 in the prior fiscal year.








Outlook

For fiscal year 2013, which began on April 1, 2012, the Company had previously announced that it expects to report diluted adjusted earnings per share in the range of $1.22 to $1.32. This estimate excludes costs related to the GSK acquisition, and related Transition Services Agreement and integration costs, and costs related to the unsolicited Genomma Lab offer.

Free Cash Flow and Debt

Free cash flow (“FCF”) is a “non-GAAP financial measure” and is presented here because management believes it is a commonly used measure of liquidity, indicative of cash available for debt repayment and acquisitions. The Company defines “free cash flow” as net cash provided by operating activities minus capital expenditures.

The Company's FCF for the fourth quarter ended March 31, 2012 was $19.2 million, a decrease of 22.4% over the prior year comparable period's FCF of $24.8 million. FCF for the fourth quarter was impacted by $8.4 million of working capital investments associated with the GSK acquisition, and $10.5 million of other costs, net of related tax effects. Excluding the impact of these charges, FCF for the fourth quarter ended March 31, 2012 would have been $38.1 million.

For fiscal 2012, FCF totaled $66.8 million, a decrease of 22.3% over the prior year comparable period's FCF of $86.0 million. FCF for fiscal 2012 was impacted by $8.4 million of working capital investments associated with the GSK acquisition and $6.7 million of adjustments, net of related tax effects. Excluding the impact of these charges, FCF for fiscal 2012 would have been $81.9 million.
Conference Call and Accompanying Slide Presentation
The Company will host a conference call to review its fourth quarter and year end results on May 17, 2012 at 8:30 am EST. The toll-free dial-in numbers are 800-884-5695 within North America and 617-786-2960 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 Company's Investor Relations page of 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 20647616.






About Prestige Brands Holdings, Inc.
The Company markets and distributes brand name over-the-counter and household cleaning products throughout the U.S., Canada, and certain international markets. Core brands now include 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® analgesics, Gaviscon® antacid, Beano® gas treatment, and Debrox® earwax remover.

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," "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. Forward-looking statements in this news release include, without limitation, statements regarding the impact of our M&A strategy, our ability to integrate and develop the brands that we acquire, our new product pipeline, and our outlook for adjusted earnings per share and our plans for growth. These statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, although they are inherently uncertain and difficult to predict. Actual results could differ materially from those expected as a result of a variety of factors. A discussion of factors that could cause results to vary is included in the Company's Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission.
Contact: Dean Siegal
914-524-6819







Prestige Brands Holdings, Inc.
Consolidated Statements of Operations
(Unaudited)
 
 
Three Months Ended March 31,
 
Year Ended March 31,
(In thousands, except per share data)
 
2012
 
2011
 
2012
 
2011
Revenues
 
 
 
 
 
 
 
 
Net sales
 
$
133,160

 
$
95,629

 
$
437,838

 
$
333,715

Other revenues
 
836

 
734

 
3,247

 
2,795

Total revenues
 
133,996

 
96,363

 
441,085

 
336,510

 
 
 
 
 
 
 
 
 
Cost of Sales
 
 

 
 

 
 

 
 

Cost of sales (exclusive of depreciation shown below)
 
65,508

 
50,058

 
213,701

 
165,632

Gross profit
 
68,488

 
46,305

 
227,384

 
170,878

 
 
 
 
 
 
 
 
 
Operating Expenses
 
 

 
 

 
 

 
 

Advertising and promotion
 
18,547

 
14,122

 
57,127

 
42,897

General and administrative
 
24,334

 
11,019

 
56,700

 
41,960

Depreciation and amortization
 
3,051

 
2,540

 
10,734

 
9,876

Total operating expenses
 
45,932

 
27,681

 
124,561

 
94,733

 
 
 
 
 
 
 
 
 
Operating income
 
22,556

 
18,624

 
102,823

 
76,145

 
 
 
 
 
 
 
 
 
Other (income) expense
 
 

 
 

 
 

 
 

Interest income
 
(14
)
 
(1
)
 
(18
)
 
(1
)
Interest expense
 
16,361

 
8,810

 
41,338

 
27,318

Gain on settlement
 

 

 
(5,063
)
 

Loss on extinguishment of debt
 
5,409

 

 
5,409

 
300

Total other expense
 
21,756

 
8,809

 
41,666

 
27,617

 
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
 
800

 
9,815

 
61,157

 
48,528

Provision for income taxes
 
815

 
3,401

 
23,945

 
19,349

Income (loss) from continuing operations
 
(15
)
 
6,414

 
37,212

 
29,179

 
 
 
 
 
 
 
 
 
Discontinued Operations
 
 

 
 

 
 

 
 

Income from discontinued operations, net of income tax
 

 

 

 
591

Loss on sale of discontinued operations, net of income tax
 

 

 

 
(550
)
Net income (loss)
 
$
(15
)
 
$
6,414

 
$
37,212

 
$
29,220

 
 
 
 
 
 
 
 
 
Basic earnings per share:
 
 

 
 

 
 

 
 

Income from continuing operations
 
$

 
$
0.13

 
$
0.74

 
$
0.58

Income from discontinued operations and loss on sale of discontinued operations
 

 

 

 

Net income
 
$

 
$
0.13

 
$
0.74

 
$
0.58

 
 
 
 
 
 
 
 
 
Diluted earnings per share:
 
 

 
 

 
 

 
 

Income from continuing operations
 
$

 
$
0.13

 
$
0.73

 
$
0.58

Income from discontinued operations and loss on sale of discontinued operations
 

 

 

 

Net income
 
$


$
0.13

 
$
0.73

 
$
0.58

 
 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
50,314

 
50,129

 
50,270

 
50,081

Diluted
 
50,992

 
50,555

 
50,748

 
50,338












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

(In thousands)
Assets
March 31,
2012
 
March 31,
2011
Current assets
 
 
 
Cash and cash equivalents
$
19,015

 
$
13,334

Accounts receivable, net
60,228

 
44,393

Inventories
51,113

 
39,751

Deferred income tax assets
5,283

 
5,292

Prepaid expenses and other current assets
11,396

 
4,812

Total current assets
147,035

 
107,582

 
 
 
 
Property and equipment, net
1,304

 
1,444

Goodwill
173,702

 
154,896

Intangible assets, net
1,400,522

 
786,361

Other long-term assets
35,713

 
6,635

Total Assets
$
1,758,276

 
$
1,056,918

 
 
 
 
Liabilities and Stockholders' Equity
 

 
 

Current liabilities
 

 
 

Accounts payable
$
26,726

 
$
21,615

Accrued interest payable
13,889

 
10,313

Other accrued liabilities
23,308

 
22,280

Total current liabilities
63,923

 
54,208

 
 
 
 
Long-term debt
 
 
 
Principal amount
1,135,000

 
492,000

Less unamortized discount
(11,092
)
 
(5,055
)
Long-term debt, net of unamortized discount
1,123,908

 
486,945

 
 
 
 
Deferred income tax liabilities
167,717

 
153,933

Total Liabilities
1,355,548

 
695,086

 
 
 
 
 
 
 
 
Stockholders' Equity
 

 
 

Preferred stock - $0.01 par value
 

 
 

Authorized - 5,000 shares
 

 
 

Issued and outstanding - None

 

Preferred share rights
283

 

Common stock - $0.01 par value
 

 
 

Authorized - 250,000 shares
 

 
 

Issued - 50,466 shares and 50,276 shares at March 31, 2012 and 2011, respectively
505

 
503

Additional paid-in capital
391,898

 
387,932

Treasury stock, at cost - 181 shares at March 31, 2012 and 160 shares at March 31, 2011
(687
)
 
(416
)
Accumulated other comprehensive loss, net of tax
(13
)
 

Retained earnings (accumulated deficit)
10,742

 
(26,187
)
Total Stockholders' Equity
402,728

 
361,832

 
 
 
 
Total Liabilities and Stockholders' Equity
$
1,758,276

 
$
1,056,918












Prestige Brands Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
 
Year Ended March 31,
(In thousands)
2012
 
2011
Operating Activities
 
 
 
Net income
$
37,212

 
$
29,220

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
10,734

 
10,108

Loss on sale of discontinued operations

 
890

Deferred income taxes
13,793

 
9,324

Amortization of deferred financing costs
1,630

 
1,043

Stock-based compensation costs
3,078

 
3,575

Loss on extinguishment of debt
5,409

 
300

Amortization of debt discount
1,030

 
702

Loss on disposal of equipment

 
153

Changes in operating assets and liabilities, net of effects of acquisitions
 
 
 
Accounts receivable
(15,854
)
 
4,918

Inventories
3,710

 
12,443

Prepaid expenses and other current assets
(3,009
)
 
154

Accounts payable
5,127

 
1,784

Accrued liabilities
4,592

 
12,056

Net cash provided by operating activities
67,452

 
86,670

 
 
 
 
Investing Activities
 

 
 

Purchases of equipment
(606
)
 
(655
)
Proceeds from sale of property and equipment

 
12

Proceeds from sale of discontinued operations

 
4,122

Acquisition of Blacksmith, net of cash acquired

 
(202,044
)
Proceeds from escrow of Blacksmith acquisition
1,200

 

Acquisition of Dramamine

 
(77,115
)
Acquisition of GSK Brands
(662,800
)
 

Net cash used in investing activities
(662,206
)
 
(275,680
)
 
 
 
 
Financing Activities
 

 
 

Proceeds from issuance of Senior Notes
250,000

 
100,250

Proceeds from issuance of 2012 Term Loan and 2010 Term Loan
650,100

 
112,936

Repayment of 2010 Term Loan
(242,000
)
 

Payment of deferred financing costs
(33,284
)
 
(830
)
Repayment of long-term debt
(25,000
)
 
(51,087
)
Proceeds from exercise of stock options
889

 
331

Shares surrendered as payment of tax withholding
(271
)
 
(353
)
Net cash provided by financing activities
600,434

 
161,247

 
 
 
 
Effects of exchange rate changes on cash and cash equivalents
1

 

Increase (decrease) in cash and cash equivalents
5,681

 
(27,763
)
Cash and cash equivalents - beginning of year
13,334

 
41,097

Cash and cash equivalents - end of year
$
19,015

 
$
13,334

 
 
 
 
Interest paid
$
34,977

 
$
17,509

Income taxes paid
$
12,865

 
$
11,894






Prestige Brands Holdings, Inc.
Consolidated Statements of Operations
Business Segments
(Unaudited)


 
Three Months Ended March 31, 2012
 
OTC
Healthcare
 
Household
Cleaning
 
Consolidated
(In thousands)
 
 
 
 
 
Net sales
$
109,570

 
$
23,590

 
$
133,160

Other revenues
167

 
669

 
836

Total revenues
109,737

 
24,259

 
133,996

Cost of sales
45,953

 
19,555

 
65,508

Gross profit
63,784

 
4,704

 
68,488

Advertising and promotion
17,149

 
1,398

 
18,547

Contribution margin
$
46,635

 
$
3,306

 
49,941

Other operating expenses
 

 
 

 
27,385

Operating income
 

 
 

 
22,556

Other expense
 

 
 

 
21,756

Provision for income taxes
 

 
 

 
815

Loss from continuing operations
 

 
 

 
(15
)
Income from discontinued operations, net of income tax
 

 
 

 

Loss on sale of discontinued operations, net of income tax
 
 
 
 

Net loss
 

 
 

 
$
(15
)



 
Three Months Ended March 31, 2011
 
OTC
Healthcare
 
Household
Cleaning
 
Consolidated
(In thousands)
 
 
 
 
 
Net sales
$
71,390

 
$
24,239

 
$
95,629

Other revenues
175

 
559

 
734

Total revenues
71,565

 
24,798

 
96,363

Cost of sales
33,233

 
16,825

 
50,058

Gross profit
38,332

 
7,973

 
46,305

Advertising and promotion
12,834

 
1,288

 
14,122

Contribution margin
$
25,498

 
$
6,685

 
32,183

Other operating expenses
 

 
 

 
13,559

Operating income
 

 
 

 
18,624

Other expense
 

 
 

 
8,809

Provision for income taxes
 

 
 

 
3,401

Income from continuing operations
 

 
 

 
6,414

Income from discontinued operations, net of income tax
 

 
 

 

Loss on sale of discontinued operations, net of income tax
 
 
 
 

Net income
 

 
 

 
$
6,414








 
Year Ended March 31, 2012
 
OTC
Healthcare
 
Household
Cleaning
 
Consolidated
(In thousands)
 
 
 
 
 
Net sales
$
344,282

 
$
93,556

 
$
437,838

Other revenues
719

 
2,528

 
3,247

Total revenues
345,001

 
96,084

 
441,085

Cost of sales
143,151

 
70,550

 
213,701

Gross profit
201,850

 
25,534

 
227,384

Advertising and promotion
51,895

 
5,232

 
57,127

Contribution margin
$
149,955

 
$
20,302

 
170,257

Other operating expenses
 

 
 

 
67,434

Operating income
 

 
 

 
102,823

Other expense
 

 
 

 
41,666

Provision for income taxes
 

 
 

 
23,945

Income from continuing operations
 

 
 

 
37,212

Income from discontinued operations, net of income tax
 

 
 

 

Loss on sale of discontinued operations, net of income tax
 
 
 
 

Net income
 

 
 

 
$
37,212




 
Year Ended March 31, 2011
 
OTC
Healthcare
 
Household
Cleaning
 
Consolidated
(In thousands)
 
 
 
 
 
Net sales
$
234,042

 
$
99,673

 
$
333,715

Other revenues
543

 
2,252

 
2,795

Total revenues
234,585

 
101,925

 
336,510

Cost of sales
97,710

 
67,922

 
165,632

Gross profit
136,875

 
34,003

 
170,878

Advertising and promotion
36,752

 
6,145

 
42,897

Contribution margin
$
100,123

 
$
27,858

 
127,981

Other operating expenses
 

 
 

 
51,836

Operating income
 

 
 

 
76,145

Other expense
 

 
 

 
27,617

Provision for income taxes
 

 
 

 
19,349

Income from continuing operations
 

 
 

 
29,179

Income from discontinued operations, net of income tax
 

 
 

 
591

Loss on sale of discontinued operations, net of income tax
 
 
 
 
(550
)
Net income
 

 
 

 
$
29,220
















About Non-GAAP Financial Measures
We define Non-GAAP EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, income or loss from discontinued operations or the sale thereof and Non-GAAP Adjusted EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, income or loss from discontinued operations and the sale thereof, gain on settlement, loss on extinguishment of debt, certain other legal and professional fees and acquisition-related costs. We define Non-GAAP Adjusted Income from Continuing Operations as Income from Continuing Operations before incremental interest expense to finance future acquisitions, gain on settlement, loss on extinguishment of debt, certain other legal and professional fees, acquisition-related costs, the applicable tax impacts associated with these items and the tax impacts of state tax rate adjustments and other non-deductible items. We define Non-GAAP Adjusted Net Income as Net Income before gain on settlement, loss on extinguishment of debt, certain other legal and professional fees, acquisition-related costs, income or loss from discontinued operations and the sale thereof, the applicable tax impacts associated with these items and the tax impacts of state tax rate adjustments and other non-deductible items. We define Non-GAAP Free Cash Flow as net cash provided by operating activities less cash paid for capital expenditures. Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Net Income and Non-GAAP Free Cash Flow may not be comparable to similarly titled measures reported by other companies.

We are presenting Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Income from Continuing Operations, Non-GAAP Adjusted Net Income and Non-GAAP Free Cash Flow because they provide additional ways to view our operations, when considered with both our GAAP results and the reconciliation to net income and net cash provided by operating activities, respectively, which we believe provide a more complete understanding of our business than could be obtained absent this disclosure. Each of Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Income from Continuing Operations, Non-GAAP Adjusted Net Income and Non-GAAP 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 our ability to pursue acquisitions or service or incur indebtedness; and (iii) we use Non-GAAP EBITDA/Non-GAAP Adjusted EBITDA and Non-GAAP Adjusted Net Income 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 EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Income from Continuing Operations, Non-GAAP Adjusted Net Income and Non-GAAP Free Cash Flow has limitations and you should not consider these measures in isolation from or as an alternative to GAAP measures such as operating income, income from continuing operations, 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 EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Income from Continuing Operations, Non-GAAP Adjusted Net Income and Non-GAAP Free Cash Flow, all of which are non-GAAP financial measures, to GAAP net income and GAAP Net cash provided by operating activities, respectively, our most directly comparable financial measures presented in accordance with GAAP.










Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA:
 
Three Months Ended March 31,
 
2012
 
 
 
2011
(In thousands)
 
 
 
 
 
GAAP Net Income (Loss)
$
(15
)
 
 
 
$
6,414

Income from discontinued operations

 
 
 

Interest expense, net
16,347

 
 
 
8,809

Income tax provision
815

 
 
 
3,401

Depreciation and amortization
3,051

 
 
 
2,540

Non-GAAP EBITDA:
20,198

 
 
 
21,164

Adjustments:
 
 
 
 
 
Inventory step-up charges associated with acquisitions
1,795

 
 
 
3,729

Legal and professional fees associated with acquisitions
8,142

 
 
 
802

Transition costs associated with GSK
3,588

 
 
 

Unsolicited proposal costs
1,737

 
 
 

Loss on extinguishment of debt
5,409

 
 
 

Total adjustments
20,671

 
 
 
4,531

Non-GAAP Adjusted EBITDA
$
40,869

 
 
 
$
25,695


 
Year Ended March 31,
 
2012
 
 
 
2011
(In thousands)
 
 
 
 
 
GAAP Net Income
$
37,212

 
 
 
$
29,220

Income from discontinued operations

 
 
 
(591
)
Loss on sale of discontinued operations

 
 
 
550

Interest expense, net
41,320

 
 
 
27,317

Income tax provision
23,945

 
 
 
19,349

Depreciation and amortization
10,734

 
 
 
9,876

Non-GAAP EBITDA:
113,211

 
 
 
85,721

Adjustments:
 
 
 
 
 
Inventory step-up charges associated with acquisitions
1,795

 
 
 
7,273

Legal and professional fees associated with acquisitions
13,807

 
 
 
7,729

Transition costs associated with GSK
3,588

 
 
 

Unsolicited proposal costs
1,737

 
 
 

Gain on settlement
(5,063
)
 
 
 

Loss on extinguishment of debt
5,409

 
 
 
300

Total adjustments
21,273

 
 
 
15,302

Non-GAAP Adjusted EBITDA
$
134,484

 
 
 
$
101,023




Reconciliation of GAAP Income from Continuing Operations to Non-GAAP Adjusted Income from Continuing Operations:
 
Three Months Ended March 31,
 
2012
 
 
 
2011
(In thousands)
 
 
 
 
 
GAAP Income (Loss) from Continuing Operations
$
(15
)
 
 
 
$
6,414

Adjustments:
 
 
 
 
 
Inventory step-up charges associated with acquisitions
1,795

 
 
 
3,729

Acquisition related costs
8,142

 
 
 
802

Transition costs associated with GSK
3,588

 
 
 

Unsolicited proposal costs
1,737

 
 
 

Loss on extinguishment of debt
5,409

 
 
 

Tax impact of adjustments
(7,816
)
 
 
 
(2,094
)
Total adjustments
12,855

 
 
 
2,437

Non-GAAP Adjusted Income from Continuing Operations
$
12,840

 
 
 
$
8,851







 
Year Ended March 31,
 
2012
 
 
 
2011
(In thousands)
 
 
 
 
 
GAAP Income from Continuing Operations
$
37,212

 
 
 
$
29,179

Adjustments:
 
 
 
 
 
Incremental interest expense to finance Dramamine

 
 
 
800

Inventory step-up charges associated with acquisitions
1,795

 
 
 
7,273

Acquisition related costs
13,807

 
 
 
7,729

Transition costs associated with GSK
3,588

 
 
 

Unsolicited proposal costs
1,737

 
 
 

Gain on settlement
(5,063
)
 
 
 

Loss on extinguishment of debt
5,409

 
 
 
300

Tax impact of adjustments
(8,091
)
 
 
 
(5,213
)
Tax impact of state rate adjustments and other non-deductible items
(237
)
 
 
 

Total adjustments
12,945

 
 
 
10,889

Non-GAAP Adjusted Income from Continuing Operations
$
50,157

 
 
 
$
40,068




Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and related Diluted Earnings Per Share:
 
Three Months Ended March 31,
 
2012
2012 Diluted EPS
 
2011
2011 Diluted EPS
(In thousands)
 
 
 
 
 
GAAP Net Income (Loss)
$
(15
)
$

 
$
6,414

$
0.13

Adjustments:
 
 
 
 
 
Inventory step-up charge associated with acquisitions
1,795

0.04

 
3,729

0.07

Legal and professional fees associated with acquisitions
8,142

0.16

 
802

0.02

Transition costs associated with GSK
3,588

0.07

 


Unsolicited proposal costs
1,737

0.03

 


Loss on extinguishment of debt
5,409

0.11

 


Tax impact of adjustments
(7,816
)
(0.15
)
 
(2,094
)
(0.04
)
Total adjustments
12,855

0.26

 
2,437

0.05

Non-GAAP Adjusted Net Income and Adjusted EPS
$
12,840

$
0.26

 
$
8,851

$
0.18







 
Year Ended March 31,
 
2012
2012 Diluted EPS
 
2011
2011 Diluted EPS
(In thousands)
 
 
 
 
 
GAAP Net Income
$
37,212

$
0.73

 
$
29,220

$
0.58

Adjustments:
 
 
 
 
 
Income from discontinued operations


 
(591
)
(0.01
)
Loss on sale of discontinued operations


 
550

0.01

Incremental interest expense to finance Dramamine


 
800

0.02

Inventory step-up charge associated with acquisitions
1,795

0.04

 
7,273

0.14

Legal and professional fees associated with acquisitions
13,807

0.27

 
7,729

0.15

Transition costs associated with GSK
3,588

0.07

 


Unsolicited proposal costs
1,737

0.03

 


Gain on settlement
(5,063
)
(0.10
)
 


Loss on extinguishment of debt
5,409

0.11

 


Tax impact of adjustments
(8,091
)
(0.16
)
 
(5,213
)
(0.10
)
Tax impact of state rate adjustments and other non-deductible items
(237
)

 


Total adjustments
12,945

0.26

 
10,548

0.21

Non-GAAP Adjusted Net Income and Adjusted EPS
$
50,157

$
0.99

 
$
39,768

$
0.79





Reconciliation of GAAP Net Cash Provided by Operating Activities to Non-GAAP Free Cash Flow:
 
Three Months Ended March 31,
 
2012
 
 
 
2011
(In thousands)
 
 
 
 
 
GAAP Net cash provided by operating activities
$
19,459

 
 
 
$
25,011

Additions to property and equipment for cash
(248
)
 
 
 
(250
)
Non-GAAP Free Cash Flow
$
19,211

 
 
 
$
24,761


 
Year Ended March 31,
 
2012
 
 
 
2011
(In thousands)
 
 
 
 
 
GAAP Net cash provided by operating activities
$
67,452

 
 
 
$
86,670

Additions to property and equipment for cash
(606
)
 
 
 
(655
)
Non-GAAP Free Cash Flow
$
66,846

 
 
 
$
86,015