Exhibit 99.2
Non-GAAP Financial Measures
We define Non-GAAP Adjusted EBITDA as earnings before (income) loss from discontinued operations, loss (gain) on sale of discontinued operations, interest expense (income), income taxes, depreciation and amortization, certain other legal and professional fees, and other acquisition related costs. Non-GAAP Adjusted EBITDA Margin is calculated based on Non-GAAP Adjusted EBITDA divided by Non-GAAP Adjusted Total Revenue (defined below). We define Non-GAAP Adjusted Net Income as Net Income before inventory step-up charges, certain other legal and professional fees, other acquisition and integration-related costs, the applicable tax impacts associated with these items and the tax impacts of state tax rate adjustments and other non-deductible items. Non-GAAP Adjusted EPS is calculated based on Non-GAAP Adjusted Net Income, divided by the weighted average number of common and potential common shares outstanding during the period. We define Non-GAAP Adjusted Free Cash Flow as net cash provided by operating activities less cash paid for capital expenditures plus payments associated with acquisitions for integration, transition and other payments associated with acquisitions and additional debt premium payments and acceleration of debt discount and debt finance costs due to debt refinancing. We calculate Non-GAAP Adjusted Free Cash Flow Conversion by dividing Non-GAAP Adjusted Net Income by Non-GAAP Adjusted Free Cash Flow. We define Non-GAAP Adjusted Total Revenues as Total Revenues excluding additional transition costs associated with products acquired. We define Non-GAAP Adjusted Gross Profit as gross profit before inventory step-up charges and certain other acquisition related costs. Non-GAAP Adjusted Gross Margin is calculated using Non-GAAP Adjusted Gross Profit divided by Non-GAAP Adjusted Total Revenues. We define Non-GAAP Adjusted General and Administrative expenses as General and Administrative expenses before certain other legal and professional fees and other acquisition and integration-related costs. Non-GAAP Adjusted General and Administrative Margin is calculated using Non-GAAP Adjusted General and Administrative expenses divided by Non-GAAP Adjusted Total Revenues.
The following tables set forth the reconciliation of Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Adjusted Free Cash Flow, Non-GAAP Adjusted Total Revenues, Non-GAAP Adjusted Gross Profit and Non-GAAP Adjusted General and Administrative expenses, all of which are non-GAAP financial measures. These Non-GAAP financial measures are reconciled to GAAP Total Revenues, GAAP Gross Profit, GAAP General and Administrative expenses, GAAP Net Income, GAAP Diluted EPS and GAAP Net cash provided by operating activities, our most directly comparable financial measures presented in accordance with GAAP.
Reconciliation of GAAP Net Income to Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA and Non-GAAP Adjusted EBITDA Margin:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Three Months Ended September 30, |
| | 2010 | | 2011 | | 2012 | | 2013 | | 2014 | | 2014 |
| ($ In thousands) | | | | | | | | | | | |
| GAAP Net Income | $ | 32,115 |
| | $ | 29,220 |
| | $ | 37,212 |
| | $ | 65,505 |
| | $ | 72,615 |
| | $ | 16,463 |
|
| (Income) loss from discontinued operations | 112 |
| | (591 | ) | | — |
| | — |
| | — |
| | — |
|
| Loss (gain) on sale of discontinued operations | (157 | ) | | 550 |
| | — |
| | — |
| | — |
| | — |
|
| Interest expense, net | 22,935 |
| | 27,317 |
| | 41,320 |
| | 84,407 |
| | 68,582 |
| | 18,193 |
|
| Provision for income taxes | 20,664 |
| | 19,349 |
| | 23,945 |
| | 40,529 |
| | 29,133 |
| | 11,862 |
|
| Depreciation and amortization | 10,001 |
| | 9,876 |
| | 10,734 |
| | 13,235 |
| | 13,486 |
| | 3,852 |
|
| Non-GAAP EBITDA: | 85,670 |
| | 85,721 |
| | 113,211 |
| | 203,676 |
| | 183,816 |
| | 50,370 |
|
| Adjustments: | | | | | | | | | | | |
| Inventory step up associated with acquisitions | — |
| | 7,273 |
| | 1,795 |
| | 23 |
| | 577 |
| | 769 |
|
| Additional inventory costs related to the Care acquisition | — |
| | — |
| | — |
| | — |
| | 407 |
| | — |
|
| Legal and professional fees associated with acquisitions and divestitures | — |
| | 7,729 |
| | 13,807 |
| | 98 |
| | 1,111 |
| | 8,058 |
|
| Additional sales costs associated with brands acquired from GSK | — |
| | — |
| | — |
| | 411 |
| | — |
| | — |
|
| Additional product testing costs associated with brands acquired from GSK | — |
| | — |
| | — |
| | 220 |
| | — |
| | — |
|
| Additional supplier transaction costs associated with brands acquired from GSK | — |
| | — |
| | — |
| | 5,426 |
| | — |
| | — |
|
| Integration, transition and other costs associated with acquisitions | — |
| | — |
| | 3,588 |
| | 5,811 |
| | — |
| | 4,021 |
|
| Unsolicited proposal costs | — |
| | — |
| | 1,737 |
| | 534 |
| | — |
| | — |
|
| Gain on settlement | — |
| | — |
| | (5,063 | ) | | — |
| | — |
| | — |
|
| Loss on extinquishment of debt | 2,656 |
| | 300 |
| | 5,409 |
| | 1,443 |
| | 18,286 |
| | — |
|
| Total adjustments | 2,656 |
| | 15,302 |
| | 21,273 |
| | 13,966 |
| | 20,381 |
| | 12,848 |
|
| Non-GAAP Adjusted EBITDA | $ | 88,326 |
| | $ | 101,023 |
| | $ | 134,484 |
| | $ | 217,642 |
| | $ | 204,197 |
| | $ | 63,218 |
|
| | | | | | | | | | | | |
| Non-GAAP Adjusted Total Revenues (see table below) | $ | 292,602 |
| | $ | 336,510 |
| | $ | 441,085 |
| | $ | 624,008 |
| | $ | 601,881 |
| | $ | 181,269 |
|
| Non-GAAP Adjusted EBITDA Margin | 30.2 | % | | 30.0 | % | | 30.5 | % | | 34.9 | % | | 33.9 | % | | 34.9 | % |
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and related Adjusted Earnings Per Share:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended March 31, | Adj. EPS | Year Ended March 31, | Adj. EPS | Year Ended March 31, | Adj. EPS | Year Ended March 31, | Adj. EPS | Year Ended March 31, | Adj.EPS | Three Months Ended September 30, | Adj. EPS |
| | 2010 | 2010 | 2011 | 2011 | 2012 | 2012 | 2013 | 2013 | 2014 | 2014 | 2014 | 2014 |
| ($ In thousands) | | | | | | | | | | | | |
| GAAP Net Income | $ | 32,115 |
| $ | 0.64 |
| $ | 29,220 |
| $ | 0.58 |
| $ | 37,212 |
| $ | 0.73 |
| $ | 65,505 |
| $ | 1.27 |
| $ | 72,615 |
| $ | 1.39 |
| $ | 16,463 |
| $ | 0.31 |
|
| Adjustments: | | | | | | | | | | | | |
| Inventory step up associated with acquisitions | — |
| — |
| 7,273 |
| 0.14 |
| 1,795 |
| 0.04 |
| 23 |
| — |
| 577 |
| 0.01 |
| 769 |
| 0.01 |
|
| Additional inventory costs related to the Care acquisition | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 407 |
| 0.01 |
| — |
| — |
|
| Legal and professional fees associated with acquisitions and divestitures | — |
| — |
| 7,729 |
| 0.15 |
| 13,807 |
| 0.27 |
| 98 |
| — |
| 1,111 |
| 0.02 |
| 8,058 |
| 0.15 |
|
| Additional slotting costs associated with brands acquired from GSK | — |
| — |
| — |
| — |
| — |
| — |
| 411 |
| 0.01 |
| — |
| — |
| — |
| — |
|
| Additional product testing costs associated with brands acquired from GSK | — |
| — |
| — |
| — |
| — |
| — |
| 220 |
| — |
| — |
| — |
| — |
| — |
|
| Additional supplier transaction costs associated with brands acquired from GSK | — |
| — |
| — |
| — |
| — |
| — |
| 5,426 |
| 0.11 |
| — |
| — |
| — |
| — |
|
| Integration, transition and other costs associated with acquisitions | — |
| — |
| — |
| — |
| 3,588 |
| 0.07 |
| 5,811 |
| 0.11 |
| — |
| — |
| 4,021 |
| 0.09 |
|
| Unsolicited proposal costs | — |
| — |
| — |
| — |
| 1,737 |
| 0.03 |
| 534 |
| 0.01 |
| — |
| — |
| — |
| — |
|
| Gain on settlement | — |
| — |
| — |
| — |
| (5,063 | ) | (0.10 | ) | — |
| — |
| — |
| — |
| — |
| — |
|
| Accelerated amortization of debt discount and debt issue costs | — |
| — |
| — |
| — |
| — |
| — |
| 7,746 |
| 0.15 |
| 5,477 |
| 0.10 |
| — |
| — |
|
| (Income) loss from discontinued operations | 112 |
| — |
| (591 | ) | (0.01 | ) | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| Loss (gain) on sale of discontinued operations | (157 | ) | — |
| 550 |
| 0.01 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| Incremental interest expense to finance Dramamine | — |
| — |
| 800 |
| 0.02 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| Loss on extinquishment of debt | 2,656 |
| 0.05 |
| 300 |
| — |
| 5,409 |
| 0.11 |
| 1,443 |
| 0.03 |
| 18,286 |
| 0.35 |
| — |
| — |
|
| Tax impact of adjustments | (1,306 | ) | (0.02 | ) | (5,213 | ) | (0.10 | ) | (8,091 | ) | (0.16 | ) | (8,329 | ) | (0.16 | ) | (9,100 | ) | (0.17 | ) | (2,941 | ) | (0.06 | ) |
| Impact of state tax adjustments | — |
| — |
| — |
| — |
| (237 | ) | — |
| (1,741 | ) | (0.03 | ) | (9,465 | ) | (0.18 | ) | — |
| — |
|
| Total adjustments | 1,305 |
| 0.03 |
| 10,848 |
| 0.21 |
| 12,945 |
| 0.26 |
| 11,642 |
| 0.23 |
| 7,293 |
| 0.14 |
| 9,907 |
| 0.19 |
|
| Non-GAAP Adjusted Net Income and Adjusted EPS | $ | 33,420 |
| $ | 0.67 |
| $ | 40,068 |
| $ | 0.79 |
| $ | 50,157 |
| $ | 0.99 |
| $ | 77,147 |
| $ | 1.50 |
| $ | 79,908 |
| $ | 1.53 |
| $ | 26,370 |
| $ | 0.50 |
|
Reconciliation of GAAP Net Cash Provided by Operating Activities to Non-GAAP Free Cash Flow and Non-GAAP Adjusted Free Cash Flow:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Three Months Ended September 30, |
| | 2010 | | 2011 | | 2012 | | 2013 | | 2014 | | 2014 |
| ($ In thousands) | | | | | | | | | | | |
| GAAP Net Income | $ | 32,115 |
| | $ | 29,220 |
| | $ | 37,212 |
| | $ | 65,505 |
| | $ | 72,615 |
| | $ | 16,463 |
|
| Adjustments: | | | | | | | | | | | |
| Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows | 31,137 |
| | 26,095 |
| | 35,674 |
| | 59,497 |
| | 50,912 |
| | 11,901 |
|
| Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows | (3,825 | ) | | 31,355 |
| | (5,434 | ) | | 12,603 |
| | (11,945 | ) | | (977 | ) |
| Total adjustments | 27,312 |
| | 57,450 |
| | 30,240 |
| | 72,100 |
| | 38,967 |
| | 10,924 |
|
| GAAP Net cash provided by operating activities | 59,427 |
| | 86,670 |
| | 67,452 |
| | 137,605 |
| | 111,582 |
| | 27,387 |
|
| Purchases of property and equipment | (673 | ) | | (655 | ) | | (606 | ) | | (10,268 | ) | | (2,764 | ) | | (884 | ) |
| Non-GAAP Free Cash Flow | 58,754 |
| | 86,015 |
|
| 66,846 |
| | 127,337 |
| | 108,818 |
| | 26,503 |
|
| Premium payment on 2010 Senior Notes | — |
| | — |
| | — |
| | — |
| | 15,527 |
| | — |
|
| Accelerated interest payments due to debt refinancing | — |
| | — |
| | — |
| | — |
| | 4,675 |
| | — |
|
| Integration, transition, and other payments associated with acquisitions | — |
| | — |
| | — |
| | — |
| | — |
| | 10,018 |
|
| Non-GAAP Adjusted Free Cash Flow | $ | 58,754 |
| | $ | 86,015 |
| | $ | 66,846 |
| | $ | 127,337 |
| | $ | 129,020 |
| | $ | 36,521 |
|
Reconciliation of GAAP Total Revenues to Non-GAAP Adjusted Total Revenues and GAAP Gross Profit to Non-GAAP Adjusted Gross Profit:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Three Months Ended September 30, |
| | 2010 | | 2011 | | 2012 | | 2013 | | 2014 | | 2014 |
| ($ In thousands) | | | | | | | | | | | |
| GAAP Total Revenues | $ | 292,602 |
| | $ | 336,510 |
| | $ | 441,085 |
| | $ | 623,597 |
| | $ | 601,881 |
| | $ | 181,269 |
|
| Adjustments: | | | | | | | | | | | |
| Additional slotting costs associated with brands acquired from GSK | — |
| | — |
| | — |
| | 411 |
| | — |
| | — |
|
| Non-GAAP Adjusted Total Revenues | $292,602 | | $336,510 | | $441,085 | | $624,008 | | $601,881 | | $181,269 |
| | | | | | | | | | | | |
| GAAP Gross Profit | $ | 153,444 |
| | $ | 170,878 |
| | $ | 227,384 |
| | $ | 347,216 |
| | $ | 340,051 |
| | $ | 102,542 |
|
| Adjustments: | | | | | | | | | | | |
| Inventory step up associated with acquisitions | — |
| | 7,273 |
| | 1,795 |
| | 23 |
| | 577 |
| | 769 |
|
| Additional inventory costs related to the Care acquisition | — |
| | — |
| | — |
| | — |
| | 407 |
| | — |
|
| Additional slotting costs associated with brands acquired from GSK | — |
| | — |
| | — |
| | 411 |
| | — |
| | — |
|
| Additional product testing costs associated with brands acquired from GSK | — |
| | — |
| | — |
| | 220 |
| | — |
| | — |
|
| Additional supplier transaction costs associated with brands acquired from GSK | — |
| | — |
| | — |
| | 5,426 |
| | — |
| | — |
|
| Total adjustments | — |
| | 7,273 |
| | 1,795 |
| | 6,080 |
| | 984 |
| | 769 |
|
| Non-GAAP Adjusted Gross Profit | $ | 153,444 |
| | $ | 178,151 |
| | $ | 229,179 |
| | $ | 353,296 |
| | $ | 341,035 |
| | $ | 103,311 |
|
| Non-GAAP Adjusted Gross Margin | 52.4 | % | | 52.9 | % | | 52.0 | % | | 56.6 | % | | 56.7 | % | | 57.0 | % |
Reconciliation of GAAP General and Administrative expenses to Non-GAAP Adjusted General and Administrative expenses and related General and Administrative Margin:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Year Ended March 31, | | Three Months Ended September 30, |
| | 2010 | | 2011 | | 2012 | | 2013 | | 2014 | | 2014 |
| ($ In thousands) | | | | | | | | | | | |
| GAAP General and Administrative | $ | 34,915 |
| | $ | 41,960 |
| | $ | 56,700 |
| | $ | 51,467 |
| | $ | 48,481 |
| | $ | 27,128 |
|
| Adjustments: | | | | | | | | | | | |
| Legal and professional fees associated with acquisitions and divestitures | — |
| | 7,729 |
| | 13,807 |
| | 98 |
| | 1,111 |
| | 8,058 |
|
| Transition and integration costs associated with brands acquired from GSK | — |
| | — |
| | 3,588 |
| | 5,811 |
| | — |
| | — |
|
| Integration, transition and other costs associated with acquisitions | — |
| | — |
| | — |
| | — |
| | — |
| | 4,021 |
|
| Unsolicited proposal costs | — |
| | — |
| | 1,737 |
| | 534 |
| | — |
| | — |
|
| Total adjustments | — |
| | 7,729 |
| | 19,132 |
| | 6,443 |
| | 1,111 |
| | 12,079 |
|
| Non-GAAP Adjusted General and Administrative | $ | 34,915 |
| | $ | 34,231 |
| | $ | 37,568 |
| | $ | 45,024 |
| | $ | 47,370 |
| | $ | 15,049 |
|
| | | | | | | | | | | | |
| Non-GAAP Adjusted Total Revenues (see table above) | $ | 292,602 |
| | $ | 336,510 |
| | $ | 441,085 |
| | $ | 624,008 |
| | $ | 601,881 |
| | $ | 181,269 |
|
| Non-GAAP Adjusted General and Administrative Margin | 11.9 | % | | 10.2 | % | | 8.5 | % | | 7.2 | % | | 7.9 | % | | 8.3 | % |
