Prestige Brands Holdings, Inc. Reports Fiscal 2018 Fourth Quarter and Full Year Results; Provides Fiscal 2019 Outlook


  • Reported Revenue Increased 6.4% to $256.0 Million and 18.0% to $1,041.2 Million in Q4 and Fiscal 2018, Respectively
  • Revenue Growth of 2.4% and 1.7%, Pro-forma for Fleet, in Q4 and Fiscal 2018, Respectively
  • GAAP Diluted EPS of $6.34 and Adjusted EPS of $2.58 in Fiscal 2018
  • Net Cash Provided by Operating Activities Increased to $210.1 Million, Debt Pay Down of $209.0 Million in Fiscal 2018
  • Board of Directors Authorizes New $50 Million Share Repurchase Program

TARRYTOWN, N.Y., May 10, 2018 (GLOBE NEWSWIRE) -- Prestige Brands Holdings, Inc. (NYSE:PBH) today reported financial results for its fourth quarter and fiscal year ended March 31, 2018.

“We are pleased with the progress we made against our long term strategies during the year and we finished fiscal 2018 with positive momentum in many key areas of our business.  During the fiscal year our leading and diverse brand portfolio continued to grow categories and win market share with consumers while generating meaningful free cash flow.  We also completed the integration of the Fleet business, the largest in the company's history, and positioned the brands for long term growth.  As we head into fiscal 2019, we see continuing opportunities to position our business for long-term success,” said Ron Lombardi, Chief Executive Officer of Prestige Brands.

Fourth Quarter Fiscal 2018 Ended March 31, 2018

Reported revenues in the fourth quarter of fiscal 2018 increased 6.4% to $256.0 million, compared to $240.7 million in the fourth quarter of fiscal 2017. Revenues for the quarter were driven by solid consumption levels across the Company’s core brands and incremental revenue from the Fleet acquisition.

Gross profit margin in the fourth quarter of fiscal 2018 was 55.2%, compared to 54.1% reported in the fourth quarter of the prior year.  Sequentially, gross margin improved from the third quarter 2018 level of 54.6% as the Company made progress in its freight and warehousing initiatives.

Advertising & promotion expense for the fourth quarter of fiscal 2018 was $35.3 million, or 13.8% of sales, compared to $41.5 million, or 17.2% of sales, in the fourth quarter of the prior year.   Excluding adjustments related to the Fleet transition and integration, fourth quarter fiscal 2017 advertising and promotion spend was 16.3% of sales.  Advertising and promotion spend was in line with expectations but declined on a dollar basis versus the prior year due to the impact of the Fleet acquisition during the fourth quarter 2017.

Reported net loss for the fourth quarter of fiscal 2018 totaled $39.7 million versus the prior year comparable quarter’s net income of $11.1 million. A diluted loss per share of $0.75 for the fourth quarter of fiscal 2018 compared to a $0.21 diluted earnings per share gain in the prior year comparable period. Non-GAAP adjusted net income for the fourth quarter of fiscal 2018 was $33.0 million, an increase of 14.5% from the comparable prior year period’s adjusted net income of $28.8 million. Non-GAAP adjusted earnings per share were $0.62 per share for the fourth quarter of fiscal 2018 compared to $0.54 per share in the prior year comparable period.

Adjustments to net income in the fourth quarter of fiscal 2018 included non-cash tradename impairments of $28.6 million and $70.7 million associated with the Company’s Beano and Comet brands, respectively. These tradename impairments reflect further de-emphasis of these brands and the anticipation of a continued decline in consumer consumption trends.

Adjustments to net income in the fourth quarter of both fiscal 2018 and fiscal 2017 include certain integration, transition, legal and various other costs associated with acquisitions and divestitures and the related income tax effects of the adjustments as well as accelerated amortization of debt origination costs, loss on extinguishment of debt and other additional expense related to refinancing activities.

Fiscal Year Ended March 31, 2018

Reported revenues for the fiscal year 2018 increased 18.0% to $1.041 billion compared to $882.1 million for the fiscal year ended March 31, 2017. Revenues for fiscal 2018 were driven by continued strong consumption levels across the Company’s legacy brands and $175.4 million of incremental revenue from the Fleet acquisition, which was partially offset by the divestitures of certain non-core brands during fiscal 2017.

Reported gross profit margin in fiscal 2018 was 55.4% compared to 56.7% for fiscal 2017.  The gross profit margin year-over-year change was primarily due to the addition of the higher growth Fleet portfolio and higher freight and warehouse costs realized in second half of fiscal 2018.

Advertising & promotion expense for fiscal 2018 was $147.3 million, or 14.1% of sales, compared to $128.4 million, or 14.6% of sales, in the prior year.  Increased dollar investments in advertising and promotion expense versus fiscal 2017 were attributable to the Company’s long-term brand building strategy.

Reported net income for the fiscal year 2018 totaled $339.6 million, versus the prior year comparable period net income of $69.4 million. Diluted earnings per share were $6.34 for the fiscal year 2018 compared to $1.30 per share in the prior year comparable period. Non-GAAP adjusted net income for fiscal 2018 was $138.3 million, an increase over the prior year period’s adjusted net income of $126.6 million. Non-GAAP adjusted earnings per share were $2.58 per share for fiscal 2018 compared to $2.37 per share in fiscal 2017.

Adjustments to net income in both fiscal 2018 and fiscal 2017 include certain integration, transition, legal and various other costs associated with acquisitions and divestitures and the related income tax effects of the adjustments as well as accelerated amortization of debt origination costs, loss on extinguishment of debt related and other additional expense related to refinancing activities.

Adjustments to net income in fiscal 2018 included income tax adjustments related to the domestic Tax Cuts and Jobs Act, a tax adjustment associated with an acquisition and tradename impairment associated with the Company’s Beano and Comet brands discussed above.

Adjustments to net income in fiscal 2017 also included non-cash costs related to divestiture of certain non-core brands.

Free Cash Flow and Balance Sheet

The Company's net cash provided by operating activities for the fiscal year 2018 increased to $210.1 million from $148.7 million versus in prior fiscal year due to continued strong cash conversion in the legacy business and incremental cash flow related to the Fleet acquisition, partially offset by the loss of cash flow from divested brands.

Non-GAAP adjusted free cash flow in fiscal 2018 increased to $208.1 million from $196.9 million in the prior year.

The Company's net debt position as of March 31, 2018 was approximately $2.0 billion, reflecting debt repayments of $209.0 million during the fiscal year.  At March 31, 2018, the Company's covenant-defined leverage ratio declined to 5.2x.

Segment Review

North American OTC Healthcare: Segment revenues totaled $212.1 million for the fourth quarter of fiscal 2018, 6.6% higher than the prior year comparable quarter's revenues of $199.0 million. The fourth quarter fiscal 2018 increase was driven by revenues from the acquisition of Fleet as well as consumption growth in the Company’s core OTC brands.

For the fiscal 2018 year, reported revenues for the North American OTC segment were $868.9 million, an increase of 20.5% compared to $720.8 million in the prior year.  The increase was driven by revenues from the acquisition of Fleet as well as consumption growth in the Company’s core OTC brands.

International OTC Healthcare: Segment fiscal fourth quarter 2018 revenues totaled $24.1 million, 19.0% higher than the $20.2 million reported in the prior year comparable period. Fourth quarter revenues included incremental revenues from the Fleet acquisition, as well as continued growth of the Company’s Care brand portfolio in Australia.

For the current fiscal year, reported revenues for the International OTC Healthcare segment were $91.7 million, an increase of 25.0% over the prior year's revenues of $73.3 million. Revenues for the International OTC Healthcare segment were impacted by favorable consumption levels as well as revenues from the Fleet acquisition.

Household Cleaning: Segment revenues totaled $19.8 million for the fourth quarter of fiscal 2018 compared with fourth quarter fiscal 2017 revenues of $21.4 million, a decrease of 7.4%.  Reported revenues for the Household Cleaning segment were $80.6 million for fiscal 2018, a decrease of 8.3% over prior year revenues of $87.9 million due to continued declines in consumer usage trends in Comet’s core categories.

Share Repurchase Program

The Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s issued and outstanding common stock.  Under the authorization, the Company may purchase common stock through May, 2019 utilizing one or more open market transactions, transactions structured through investment banking institutions, in privately-negotiated transactions or otherwise, by direct purchases of common stock or a combination of the foregoing in compliance with the applicable rules and regulations of the Securities and Exchange Commission.

The timing of the purchases and the amount of stock repurchased is subject to the Company's discretion and will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations including the Company’s historical strategy of pursuing accretive acquisitions and deleveraging.

Commentary and Outlook for Fiscal 2019

Ron Lombardi, CEO, stated, “Our fiscal 2018 performance is proof that our long-term strategy of brand building continues to drive market share gains and strong cash flow.  In our first full year of Fleet ownership, we achieved pro-forma sales growth of nearly 2% as we continued to grow categories and increase market share along with generating over $205 million of free cash flow.  Against a challenging retail backdrop we are encouraged by this performance and believe it sets a positive stage for the upcoming fiscal year.”

“For fiscal 2019, we anticipate continued strong cash generation and top-line growth driven by our well-positioned and diversified portfolio of leading brands.  We expect our portfolio consumption rate to be in our long-term target range, although we anticipate our top-line performance to be below our long-term outlook largely attributable to expected retailer inventory reduction efforts and a positive restaging of our BC/Goody’s brand packaging.  In addition to brand-building investments, improvements surrounding our freight and warehousing costs remain a priority and we expect to build on progress made in Q4.  Finally, we will continue to create value for shareholders through a disciplined capital allocation approach as evidenced by todays stock repurchase announcement.”

“We have evolved and strengthened our portfolio, and remain confident in the long-term top- and bottom-line growth prospects for our business driven by our three-pillar strategy,” Mr. Lombardi concluded.

 Fiscal 2019 Full-Year Outlook
Revenues$1,046 to $1,056 million
Revenue Growth Percentage0.5% to 1.5%
E.P.S.$2.96 to $3.04
Free Cash Flow$215 million or more

Fiscal Q4 Conference Call, Accompanying Slide Presentation and Replay

The Company will host a conference call to review its fourth quarter results today, May 10, 2018 at 8:30 a.m. ET. The toll-free dial-in numbers are 844-233-9440 within North America and 574-990-1016 outside of North America. The conference ID number is 5359399. The Company provides 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 5359399.

Non-GAAP and Other 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, earnings per share and free cash flow, the Company’s ability to win market share and increase consumption, the Company's ability to improve freight and warehousing costs, and the Company’s ability to position itself for long-term success.  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, general economic and business conditions, fluctuating foreign exchange rates, consumer trends, competitive pressures, and the ability of the Company’s third party manufacturers and logistics providers and suppliers to meet demand for its products and to reduce costs.  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, 2017 and the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2017 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 healthcare 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, Fleet® enemas and glycerin suppositories, 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.

     
Prestige Brands Holdings, Inc.
Consolidated Statement of Income (Loss) and Comprehensive Income (Loss)
(Unaudited)
     
  Three Months Ended
March 31,
 Year Ended
 March 31,
(In thousands, except per share data) 2018 2017 2018 2017
Revenues        
Net sales $255,853  $240,594  $1,040,792  $881,113 
Other revenues 112  76  387  947 
Total revenues 255,965  240,670  1,041,179  882,060 
         
Cost of Sales        
Cost of sales excluding depreciation 113,609  110,046  459,676  381,333 
Cost of sales depreciation 1,099  441  4,998  441 
Cost of sales 114,708  110,487  464,674  381,774 
Gross profit 141,257  130,183  576,505  500,286 
         
Operating Expenses        
Advertising and promotion 35,319  41,450  147,286  128,359 
General and administrative 21,891  28,760  85,001  89,143 
Depreciation and amortization 6,946  6,651  28,428  25,351 
Loss on divestitures   268    51,820 
Tradename impairment 99,924    99,924   
Total operating expenses 164,080  77,129  360,639  294,673 
Operating (loss) income (22,823) 53,054  215,866  205,613 
         
Other (income) expense        
Interest income (115) (54) (388) (203)
Interest expense 26,953  32,886  106,267  93,546 
Loss on extinguishment of debt 2,901  1,420  2,901  1,420 
Total other expense 29,739  34,252  108,780  94,763 
(Loss) income before income taxes (52,562) 18,802  107,086  110,850 
(Benefit) provision for income taxes (12,875) 7,712  (232,484) 41,455 
Net (loss) income $(39,687) $11,090  $339,570  $69,395 
         
(Loss) earnings per share:        
Basic $(0.75) $0.21  $6.40  $1.31 
Diluted $(0.75) $0.21  $6.34  $1.30 
         
Weighted average shares outstanding:        
Basic 53,131  53,009  53,099  52,976 
Diluted 53,131  53,419  53,526  53,362 
         
Comprehensive income (loss), net of tax:        
Currency translation adjustments (2,625) 9,282  5,702  (2,575)
Unrecognized net gain (loss) on pension plans 1,334  (252) 1,335  (252)
Total other comprehensive (loss) income (1,291) 9,030  7,037  (2,827)
Comprehensive (loss) income $(40,978) $20,120  $346,607  $66,568 
                 


  
Prestige Brands Holdings, Inc.
Consolidated Balance Sheet
(Unaudited)
  
(In thousands)
March 31,
Assets2018 2017
Current assets   
Cash and cash equivalents$32,548  $41,855 
Accounts receivable, net of allowance of $12,734 and $13,010, respectively140,881  136,742 
Inventories118,547  115,609 
Deferred income tax assets26   
Prepaid expenses and other current assets11,475  40,228 
Total current assets303,477  334,434 
    
Property, plant and equipment, net52,552  50,595 
Goodwill620,098  615,252 
Intangible assets, net2,780,916  2,903,613 
Other long-term assets3,569  7,454 
Total Assets$3,760,612  $3,911,348 
    
Liabilities and Stockholders' Equity   
Current liabilities   
Accounts payable$61,390  $70,218 
Accrued interest payable9,708  8,130 
Other accrued liabilities52,101  83,661 
Total current liabilities123,199  162,009 
    
Long-term debt   
Principal amount2,013,000  2,222,000 
Less unamortized debt costs(20,048) (28,268)
Long-term debt, net1,992,952  2,193,732 
    
Deferred income tax liabilities442,518  715,086 
Other long-term liabilities23,333  17,972 
Total Liabilities2,582,002  3,088,799 
    
    
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 – 53,396 shares at March 31, 2018 and 53,287 shares at March 31, 2017534  533 
Additional paid-in capital468,783  458,255 
Treasury stock, at cost – 353 shares at March 31, 2018 and 332 at March 31, 2017(7,669) (6,594)
Accumulated other comprehensive loss, net of tax(19,315) (26,352)
Retained earnings736,277  396,707 
Total Stockholders' Equity1,178,610  822,549 
Total Liabilities and Stockholders' Equity$3,760,612  $3,911,348 
        


  
Prestige Brands Holdings, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
  
 Year Ended March 31,
(In thousands)2018 2017
Operating Activities   
Net income$339,570  $69,395 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization33,426  25,792 
Loss on divestitures  51,820 
Loss (gain) on sale or disposal of property and equipment1,568  573 
Deferred income taxes(269,086) (5,778)
Long term income taxes payable  581 
Amortization of debt origination costs6,742  8,633 
Excess tax benefits from share-based awards  900 
Stock-based compensation costs8,909  8,148 
Loss on extinguishment of debt2,901  1,420 
Impairment loss99,924   
Lease termination costs214  524 
Other non-cash items1,704   
Changes in operating assets and liabilities, net of effects from acquisitions:   
  Accounts receivable(5,043) (18,938)
  Inventories(2,482) (10,262)
  Prepaid expenses and other assets33,721  (1,996)
  Accounts payable(10,028) 21,447 
  Accrued liabilities(31,495) 2,413 
  Pension and deferred compensation contribution(435) (6,000)
Net cash provided by operating activities210,110  148,672 
    
Investing Activities   
Purchases of property, plant and equipment(12,532) (2,977)
Proceeds from divestitures  110,717 
Proceeds from the sale of property, plant and equipment  85 
Proceeds from working capital arbitration settlement  1,419 
Acquisition of C.B. Fleet, less cash acquired  (803,839)
Acquisition of Fleet escrow receipt970   
Net cash used in investing activities(11,562) (694,595)
    
Financing Activities   
Proceeds from issuance of 2016 Senior Notes250,000   
Proceeds from issuance of Term Loan  1,427,000 
Term Loan repayments(444,000) (862,500)
Borrowings under revolving credit agreement30,000  110,000 
Repayments under revolving credit agreement(45,000) (105,000)
Payments of debt origination costs(500) (11,140)
Proceeds from exercise of stock options1,620  4,028 
Fair value of shares surrendered as payment of tax withholding(1,075) (1,431)
Net cash (used in) provided by financing activities(208,955) 560,957 
    
Effects of exchange rate changes on cash and cash equivalents1,100  (409)
(Decrease) increase in cash and cash equivalents(9,307) 14,625 
Cash and cash equivalents - beginning of year41,855  27,230 
Cash and cash equivalents - end of year$32,548  $41,855 
    
Interest paid$98,572  $85,209 
Income taxes paid$24,440  $47,999 
        


  
Prestige Brands Holdings, Inc.
Consolidated Statement of Income
Business Segments
(Unaudited)
  
 Three Months Ended March 31, 2018
(In thousands)North American OTC
Healthcare
 International OTC
Healthcare
 Household
Cleaning
 Consolidated
Total segment revenues*$212,062  $24,086  $19,817  $255,965 
Cost of sales88,449  10,487  15,772  114,708 
Gross profit123,613  13,599  4,045  141,257 
Advertising and promotion30,392  4,440  487  35,319 
Contribution margin$93,221  $9,159  $3,558  105,938 
Other operating expenses**      128,761 
Operating loss      (22,823)
Other expense      29,739 
Loss before income taxes      (52,562)
Provision for income taxes      (12,875)
Net loss      $(39,687)
 
*Intersegment revenues of $2.1 million were eliminated from the North American OTC Healthcare segment.
**Other operating expenses for the three months ended March 31, 2018 includes a tradename impairment charge of $99.9 million.
          


  
 Year Ended March 31, 2018
(In thousands)North American OTC
Healthcare
 International OTC
Healthcare
 Household
Cleaning
 Consolidated
Total segment revenues*$868,874  $91,658  $80,647  $1,041,179 
Cost of sales357,298  40,244  67,132  464,674 
Gross profit511,576  51,414  13,515  576,505 
Advertising and promotion129,058  16,267  1,961  147,286 
Contribution margin$382,518  $35,147  $11,554  429,219 
Other operating expenses**      213,353 
Operating income      215,866 
Other expense      108,780 
Income before income taxes      107,086 
Benefit for income taxes      (232,484)
Net income      $339,570 
          
*Intersegment revenues of $7.7 million were eliminated from the North American OTC Healthcare segment.
**Other operating expenses for the year ended March 31, 2018 includes a tradename impairment charge of $99.9 million.
          


  
 Three Months Ended March 31, 2017
(In thousands)North American OTC
Healthcare
 International OTC
Healthcare
 Household
Cleaning
 Consolidated
Total segment revenues*$199,024  $20,237  $21,409  $240,670 
Cost of sales84,736  9,067  16,684  110,487 
Gross profit114,288  11,170  4,725  130,183 
Advertising and promotion35,814  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 
          
*Intersegment revenues of $2.0 million were eliminated from the North American OTC Healthcare segment.
 


  
 Year Ended March 31, 2017
(In thousands)North American OTC
Healthcare
 International OTC
Healthcare
 Household
Cleaning
 Consolidated
Total segment revenues*$720,824  $73,304  $87,932  $882,060 
Cost of sales282,750  30,789  68,235  381,774 
Gross profit438,074  42,515  19,697  500,286 
Advertising and promotion112,465  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 
          
* Intersegment revenues of $4.2 million were eliminated from the North American OTC Healthcare segment.
**Other operating expenses for the year 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.
          

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 Organic Revenue Growth Percentage, Non-GAAP Proforma Revenues , Non-GAAP Proforma Revenue Growth Percentage, 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 EBITDA Margin, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, Non-GAAP Adjusted Free Cash Flow and Net Debt.  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 Organic Revenue Growth Percentage: Calculated as the change in Non-GAAP Organic Revenues from prior year divided by prior year Non-GAAP Organic Revenues.
  • Non-GAAP Proforma Revenues: Non-GAAP Organic Revenues plus revenues associated with acquisitions.
  • Non-GAAP Proforma Revenue Growth Percentage: Calculated as the change in Non-GAAP Proforma Revenues from prior year divided by prior year Non-GAAP Proforma Revenues.
  • Non-GAAP Adjusted Gross Margin: GAAP Gross Profit minus inventory step-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 integration, transition and other acquisition related costs and divestiture costs and tax adjustment associated with acquisitions.
  • 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 (Loss) less interest expense (income), income taxes provision (benefit), 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 step-up charges, certain integration, transition and other acquisition related costs, divestiture costs, tradename impairment, tax adjustment associated with acquisitions, 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 (Loss) before inventory step-up charges, certain integration, transition and other acquisition related costs, divestiture costs, tax adjustment associated with acquisitions, accelerated amortization of debt origination costs, additional interest expense as a result of term loan debt refinancing, tradename impairment, loss on extinguishment of debt, (gain) loss on divestitures, applicable tax impact associated with these items and normalized tax rate adjustment.
  • 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, additional expense as a result of Term Loan debt refinancing, pension contribution, and additional income tax payments associated with divestitures.
  • Net Debt: Calculated as total principal amount of debt outstanding ($2,013,000 at March 31, 2018) less cash and cash equivalents ($32,548 at March 31, 2018).  Amounts in thousands.

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 Non-GAAP Proforma Revenues and related growth percentages:

    
 Three Months Ended
March 31,
 Year Ended
March 31,
 2018 2017 2018 2017
(In thousands)       
GAAP Total Revenues$255,965  $240,670  $1,041,179  $882,060 
Revenue Growth6.4%   18.0%  
Adjustments:       
Revenues associated with acquisitions (1)(14,699)   (175,391)  
Revenues associated with divested brands (2)  (116)   (23,021)
Non-GAAP Organic Revenues241,266  240,554  865,788  859,039 
Non-GAAP Organic Revenues Growth0.3%   0.8%  
        
Non-GAAP Organic Revenues$241,266  $240,554  $865,788  $859,039 
Revenues associated with acquisitions (3)14,699  9,464  175,391  164,966 
Non-GAAP Proforma Revenues$255,965  $250,018  $1,041,179  $1,024,005 
Non-GAAP Proforma Revenue Growth2.4%   1.7%  
          

(1) Revenues of our Fleet acquisition are excluded in 2018 for the comparable period that we did not own them in 2017 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.
(3) Revenues of our Fleet acquisition are included for purposes of calculating Non-GAAP proforma revenues.  These revenue adjustments relate to our North American and International OTC Healthcare segments.

Reconciliation of GAAP Gross Profit to Non-GAAP Adjusted Gross Margin and related Non-GAAP Adjusted Gross Margin percentage:

    
 Three Months Ended
March 31,
 Year Ended
March 31,
 2018 2017 2018 2017
(In thousands)       
GAAP Total Revenues$255,965  $240,670  $1,041,179  $882,060 
        
GAAP Gross Profit$141,257  $130,183  $576,505  $500,286 
Adjustments:       
Inventory step-up charges and other costs associated with acquisitions (1)  1,664    1,664 
Integration, transition and other costs associated with acquisitions(2)  1,367  3,719  1,367 
Total adjustments  3,031  3,719  3,031 
Non-GAAP Adjusted Gross Margin$141,257  $133,214  $580,224  $503,317 
Non-GAAP Adjusted Gross Margin as a Percentage of GAAP Total Revenues55.2% 55.4% 55.7% 57.1%

(1) Inventory step-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.

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,
 2018 2017 2018 2017
(In thousands)       
GAAP Advertising and Promotion Expense$35,319  $41,450  $147,286  $128,359 
GAAP Advertising and Promotion Expense as a Percentage of GAAP Total Revenue13.8% 17.2% 14.1% 14.6%
Adjustments:       
Integration, transition and other costs associated with acquisitions (1)  2,242  (192) 2,242 
Total adjustments  2,242  (192) 2,242 
Non-GAAP Adjusted Advertising and Promotion Expense$35,319  $39,208  $147,478  $126,117 
Non-GAAP Adjusted Advertising and Promotion Expense as a Percentage of GAAP Total Revenues13.8% 16.3% 14.2% 14.3%

(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,
 2018 2017 2018 2017
(In thousands)       
GAAP General and Administrative Expense$21,891  $28,760  $85,001  $89,143 
GAAP General and Administrative Expense as a Percentage of GAAP Total Revenue8.6% 11.9% 8.2% 10.1%
Adjustments:       
Integration, transition and other costs associated with acquisitions and divestitures (1)124  9,187  2,001  16,015 
Tax adjustment associated with acquisitions    704   
Total adjustments124  9,187  2,705  16,015 
Non-GAAP Adjusted General and Administrative Expense$21,767  $19,573  $82,296  $73,128 
Non-GAAP Adjusted General and Administrative Expense as a Percentage of GAAP Total Revenues8.5% 8.1% 7.9% 8.3%

(1) 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,
 2018 2017 2018  2017
(In thousands)       
GAAP Net Income (Loss)$(39,687) $11,090  $339,570  $69,395 
Interest expense, net26,838  32,832  105,879  93,343 
Provision (benefit) for income taxes(12,875) 7,712  (232,484) 41,455 
Depreciation and amortization8,045  7,092  33,426  25,792 
Non-GAAP EBITDA(17,679) 58,726  246,391  229,985 
Non-GAAP EBITDA Margin(6.9)% 24.4% 23.7% 26.1%
Adjustments:       
Inventory step-up charges and other costs associated with acquisitions(1)  1,664    1,664 
Integration, transition and other costs associated with acquisitions and divestitures in Cost of Goods Sold (2)  1,367  3,719  1,367 
Integration, transition and other costs associated with acquisitions and divestitures in Advertising and Promotion Expense(2)  2,242  (192) 2,242 
Integration, transition and other costs associated with acquisitions and divestitures in General and Administrative Expense(2)124  9,187  2,001  16,015 
Tradename impairment99,924    99,924   
Tax adjustment associated with acquisitions    704  -
Loss on extinguishment of debt2,901  1,420  2,901  1,420 
Loss on divestitures  268    51,820 
Total adjustments102,949  16,148  109,057  74,528 
Non-GAAP Adjusted EBITDA$85,270  $74,874  $355,448  $304,513 
Non-GAAP Adjusted EBITDA Margin33.3% 31.1% 34.1% 34.5%

(1)  Inventory step-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 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,
 20182018
Adjusted
EPS
 20172017
Adjusted
EPS
 20182018
Adjusted
EPS
 20172017
Adjusted
EPS
(In thousands)           
GAAP Net Income (Loss)(1)$(39,687)$(0.74) $11,090 $0.21  $339,570 $6.34  $69,395 $1.30 
Adjustments:           
Inventory step-up charges and other costs associated with acquisitions(2)

 
   1,664 0.03     1,664 0.03 
Integration, transition and other costs associated with acquisitions and divestitures in Cost of Goods Sold (3)   1,367 0.03  3,719 0.07  1,367 0.03 
Integration, transition and other costs associated with acquisitions and divestitures in Advertising and Promotion Expense(3)   2,242 0.04  (192)  2,242 0.04 
Integration, transition and other costs associated with acquisitions and divestitures in General and Administrative Expense (3)124   9,187 0.17  2,001 0.04  16,015 0.30 
Tax adjustment associated with acquisitions in General and Administrative Expense      704 0.01    
Accelerated amortization of debt origination costs392 0.01  575 0.01  392 0.01  1,706 0.03 
Additional expense as a result of Term Loan debt refinancing270   9,184 0.17  270   9,184 0.17 
Tradename impairment99,924 1.87     99,924 1.87    
Loss on extinguishment of debt2,901 0.05  1,420 0.03  2,901 0.05  1,420 0.03 
Loss on divestitures   268 0.01     51,820 0.97 
Tax impact of adjustments (4)(36,574)(0.68) (9,438)(0.18) (38,804)(0.72) (28,024)(0.53)
Normalized tax rate adjustment (5)5,679 0.11  1,278 0.02  (272,201)(5.09) (199) 
Total adjustments72,716 1.36  17,747 0.33  (201,286)(3.76) 57,195 1.07 
Non-GAAP Adjusted Net Income and Adjusted EPS$33,029 $0.62  $28,837 $0.54  $138,284 $2.58  $126,590 $2.37 

(1) Reported GAAP is calculated using diluted shares outstanding.  Diluted shares outstanding for the three months ended March 31, 2018 are 53,512.
(2) Inventory step-up charges relate to our North American and International OTC Healthcare segments.
(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.
(4) 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.
(5) Income tax adjustment to adjust for discrete income tax items.

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,
 2018 2017 2018 2017
(In thousands)       
GAAP Net Income (Loss)$(39,687) $11,090  $339,570  $69,395 
Adjustments:       
Adjustments to reconcile net income (loss) to net cash provided by operating activities as shown in the Statement of Cash Flows103,215  21,447  (113,698) 92,613 
Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows(9,090) (25,013) (15,762) (13,336)
Total adjustments94,125  (3,566) (129,460) 79,277 
GAAP Net cash provided by operating activities54,438  7,524  210,110  148,672 
Purchases of property and equipment(2,876) (1,042) (12,532) (2,977)
Non-GAAP Free Cash Flow51,562  6,482  197,578  145,695 
Integration, transition and other payments associated with acquisitions and divestitures (1)221  8,304  10,358  10,448 
Additional expense as a result of Term Loan debt refinancing182  9,184  182  9,184 
Pension contribution  6,000    6,000 
Additional income tax payments associated with divestitures  16,956    25,545 
Non-GAAP Adjusted Free Cash Flow$51,965  $46,926  $208,118  $196,872 

(1) 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.

Outlook for Fiscal Year 2019:

Reconciliation of Projected GAAP Net cash provided by operating activities to Projected Non-GAAP Adjusted Free Cash Flow:

 2019 Projected Free Cash Flow
(In millions) 
Projected FY'19 GAAP Net cash provided by operating activities$228 
Additions to property and equipment for cash(13)
Projected Non-GAAP Free Cash Flow$215