UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

  

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 13, 2018

 

 

PRESTIGE BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	001-32433	20-1297589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

  

660 White Plains Road, Tarrytown, New York 10591

(Address of principal executive offices) (Zip Code)

 

(914) 524-6800

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On June 13, 2018, representatives of the Company began making presentations to investors using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Presentation”) and incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during the fiscal year ending March 31, 2019.

 

The Investor Presentation includes financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). A reconciliation of the Non-GAAP Financial Measures to financial information prepared in accordance with generally accepted accounting principles (“GAAP”) appears at the end of the Investor Presentation and/or in the Company’s May 10, 2018 earnings release in the “About Non-GAAP Financial Measures” section. The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the Investor Presentation, among other places, to its comparable financial measures on a GAAP basis. The Company believes that the Non-GAAP Financial Measures provide investors 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, which we believe provide a more complete understanding of our business than could be obtained absent this disclosure. We believe the Non-GAAP Financial Measures also provide investors a useful tool to assess shareholder value.

 

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

 

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

  

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

See Exhibit Index immediately following the signature page.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: June 13, 2018	PRESTIGE BRANDS HOLDINGS, INC.
	By:	/s/ Christine Sacco
		Name: Christine Sacco
		Title: Chief Financial Officer

 

 

EXHIBIT INDEX 

 

Exhibit		Description
99.1		Investor Presentation Slideshow in use beginning June 13, 2018 (furnished only).

 

 

 

 

 

William Blair Growth Stock Conference June 13, 2018 Exhibit 99.1

William Blair Growth Stock Conference 2 Safe Harbor Disclosure This presentation contains certain “forward - looking” statements within the meaning of the Private Securities Litigation Reform A ct of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cas h flow; the Company’s expected leverage and ability to de - lever; the market position, expected growth and consumption trends for the Company ’s brands; the impact of brand - building and product innovation and the related impact on the Company’s revenues; the Company’s planned pursuit of M&A opportunities; the ability to create long - term shareholder value; the impact of retailer destocking; and the Company’s expectati ons regarding improved warehousing and freight costs. Words such as “trend,” “continue,” “will,” “expect,” “project,” “anticipate,” “likely ,” “estimate,” “may,” “should,” “could,” “would,” and similar expressions identify forward - looking statements. Such forward - looking statements represe nt the Company’s expectations and beliefs and involve a number of known and unknown risks, uncertainties and other factors that may cause actu al results to differ materially from those expressed or implied by such forward - looking statements. These factors include, among others, general econ omic and business conditions, regulatory matters, competitive pressures, supplier issues, disruptions to distribution, unexpected costs or liab ili ties, and other risks set forth in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10 - K for the year ended March 31, 2018. You are cautioned not to place undue reliance on these forward - looking statements, which speak only as of the date this presentation. Except to the extent requ ired by applicable law, the Company undertakes no obligation to update any forward - looking statement contained in this presentation, whether as a r esult of new information, future events, or otherwise. All adjusted GAAP numbers presented are footnoted and reconciled to their closest GAAP measurement in the attached reconcilia tio n schedules or in our May 10, 2018 earnings release in the “About Non - GAAP Financial Measures” section.

William Blair Growth Stock Conference 3 Contents I. Who is Prestige Brands? II. Value Creation Model III. Financial Review and Outlook Ron Lombardi Chairman & Chief Executive Officer Christine Sacco Chief Financial Officer Phil Terpolilli Director, Investor Relations Attendees

I. Who is Prestige Brands?

William Blair Growth Stock Conference 5 Source: Company records Helping Consumers Care for Themselves infections treated annually

William Blair Growth Stock Conference 6 Diversified Portfolio of Leading, Trusted Brands Source: LTM Revenues Note: E xcludes other OTC (less than 1%) 25% 15% 12% 11% 11% 10% 9% 8% Women’s Health Gastrointestinal Analgesics Eye & Ear Care Cough & Cold Household Cleaning Oral Care Dermatologicals

William Blair Growth Stock Conference 7 Source: IRI MULO+C - Store period ending March 25 , 201 8 ; Retail Dollar Sales Our Portfolio of Invest - for - Growth OTC Brands Power Core $100MM+ Brands Core International

William Blair Growth Stock Conference 8 Five “Power Core” Brands Average Over $150MM at Retail FY 13 Today Average $150MM+ Average $90MM +1.6x Source: IRI MULO+C - Store (Retail Dollar Sales). 50%+ of PBH Business Future  Leading brands well - positioned in evolving environment  Execute brand - building playbook  Continue to grow our categories and market share 35% of PBH Business

William Blair Growth Stock Conference 9 $ Platform Positioned for Long - Term Success History of Share Gains & Growth 78% (1) Strong Brands Across 8+ Categories OTC Brands Generate Solid, Durable Cash Flows Leading Platform in Unique OTC Aisle

II. Value Creation Model

William Blair Growth Stock Conference 11  Industry - leading financial profile  Best - in - class ongoing FCF generation  Enables capital allocation opportunities  Completed 5 acquisitions since CY 20 1 3  Continue to seek strategic M&A  Authorized $50 million stock buyback completed Proven, Consistent & Repeatable Strategy  Positioned for long - term 2% to 3% Organic growth  Brand building to drive long - term success Cash Generation Capital Deployment

William Blair Growth Stock Conference 12 Proven, Consistent & Repeatable Strategy Near - term Considerations Long - term Positioning  Positioned for long - term 2% to 3% Organic growth  Brand building to drive long - term success  Category leading, trusted brands  Continued portfolio growth via brand - building toolkit  Innovation drives category growth  Differentiated positioning against competitors  Taking share vs. category and private label  Unique proposition to retailers in changing retail landscape  Destocking continues based on retailer productivity focus  E - commerce remains an opportunity, not a threat

William Blair Growth Stock Conference 13 … W ith a Resilient Position in an Evolving Retail Environment Category Leading, Trusted Brands On Trend & Innovative Retail Traffic Driver E - Commerce Brand of Choice  #1 share brands represent ~60% of sales  Brands drive long - term category growth  Consumer driven innovation  Aligned with macro - Health & Wellness trend  Need - based products sought by consumers  Retail channel agnostic  Channel remains an opportunity, not a threat  Ongoing channel investments

William Blair Growth Stock Conference 14 … and Brand - Building That Drives Category Growth and Share Gains Long - Term Brand - Building Toolkit * IRI MULO Data as of calendar year - end 2017; Categories include those pertaining to PBH’s core brands (SE, Monistat, BC / Goody’ s, Clear Eyes, DenTek, Dramamine, Beano, Fleet, Boudreaux’s, Little Remedies, The Doctor’s, Efferdent, Chloraseptic, Luden’s, Debrox, Compound W, Nix) 0.8% 2.0% 2.9% Private Label Categories Growing the Category and Outpacing Private Label * Brand - Building Differentiates versus Private Label and Branded Competition 2017 Performance Consumption Growth*  Leverage portfolio’s long - standing brand heritage with focused digital and content marketing  Develop consumer insights to refine brand - building efforts  Focus new product development on attractive opportunities that are key to category growth  Capitalize on new channel development opportunities

William Blair Growth Stock Conference 15 BC & Goody’s: Continuing Our Long - Term Brand Building Playbook  Only p owdered analgesic brands  Expanded distribution  Brand extensions into cough/cold with BC Sinus Launch  Significant support at retail by leveraging strategic partnerships Brand Success Under Ownership  Purchased two iconic brands in 2012  100 + year heritage in Southeast  Expanded brand building investments New Packaging to be Launched in FY 19 >25% Growth Since Acquisition Continued I nnovation to Grow the Brand and the Category

William Blair Growth Stock Conference 16 Near - term Considerations Long - Term Positioning  High Free Cash Flow Generation o Portfolio drives high EBITDA margins o Strong FCF conversion (minimal capex , tax attributes)  A&P reinvestment to drive top - line growth  Maintain approximate mid - 30s EBITDA margin target  Net Debt at March 31 of $1,980 million; leverage ratio of 5.2x (4) at end of FY 18  Debt reduction of $ 209 million in FY 18  Re - financed portion of Term Loan with Senior Notes to mitigate impact of rising interest rates in March 2018 Cash Generation Proven, Consistent & Repeatable Strategy  Industry - leading financial profile  Best - in - class ongoing FCF generation  Enables capital allocation opportunities

William Blair Growth Stock Conference 17 ~5.0x ~4.3x ~4.3x ~5.2x ~5.0x ~5.7x ~5.2x ~4.7x FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY19 Leverage Ratio (4) $67 $127 $131 $165 $185 $197 $208 $215+ FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY19 Strong and Consistent Cash Flow Leads to Rapid De - Levering Dollar values in millions . * Peak leverage of 5.75x at close of the Insight Acquisition in September 2014 Adjusted Free Cash Flow (3)(5) *

William Blair Growth Stock Conference 18 3 Key Drivers of Long - Term Shareholder Value Capital Deployment Capital Deployment  Completed 5 acquisitions since CY 20 1 3  Continue to seek strategic M&A  Authorized $50 million stock buyback completed Capital Allocation Share Repurchases 3 Pursue M&A that is Accretive to Shareholders 4 Continued Strategy of De - Leveraging 2 Investment in Current Brand Portfolio to Drive Organic Growth 1

III. Financial Review and FY 19 Outlook

William Blair Growth Stock Conference 20 $67 $131 $185 $208 FY 12 FY 14 FY 16 FY 18 $134 $204 $289 $355 FY 12 FY 14 FY 16 FY 18 $438 $597 $806 $1,041 FY 12 FY 14 FY 16 FY 18 Strategy Has Delivered Consistently Strong Financial Performance 15.5% CAGR 17.6% CAGR 20.8% CAGR Adjusted EBITDA (3) Net Sales $0.99 $1.53 $2.17 $2.58 FY 12 FY 14 FY 16 FY 18 Adjusted EPS (3) 17.3% CAGR Adjusted Free Cash Flow (3) Dollar values in millions, except Adjusted EPS.

William Blair Growth Stock Conference 21 Strong Financial Performance in FY 18 Revenue of $1,041 million, up 18.0% versus FY 17 Adjusted EPS of $2.58 (3) , up 8.9% versus FY 17 Adjusted Free Cash Flow of $ 208 million (3) , up 5.7% versus FY 17 Solid consumption growth of 2.9 % (2) outpaced revenue growth of 1.7% (1) p ro forma for the acquisition of Fleet Continued to manage capital structure through re - financing and debt paydown

William Blair Growth Stock Conference 22 FY 19 Full Year Outlook: Staying the Strategic Course to Create Value  Continue to gain market share with consumers and grow categories with retailers  Prestige’s portfolio of need - based brands continues to be well positioned for future long - term growth, despite macro headwinds at retail  Revenue growth of + 0.5 % to +1.5% ($1,046 to $1,056 million) – Expect consumption growth in excess of shipment growth – Revenue growth to be impacted by transition to new BC / Goody’s packaging – Revenue growth concentrated in 2H FY 19  EPS +15% to +18% ($2.96 to $3.04) – EPS growth concentrated in 2H FY 19 due to multiple timing factors  Effective tax rate of approximately 26%, compared to prior rate of approximately 36%  Adjusted Free Cash Flow of $ 215 (3) million or more Top Line Trends Adjusted Free Cash Flow (3) EPS Revenue

William Blair Growth Stock Conference 23 Continuing Our Long - Term Value Creation Strategy Strong and Consistent Free Cash Flow Generation Long - Term Topline Organic Growth of 2 .0% to 3.0% Efficient and Value - Maximizing Capital Allocation Shareholder Value Enhancement Long - Term E.P.S. Growth Upside Potential Share Repurchases Accretive M&A

William Blair Growth Stock Conference 24 Appendix (1) Organic Revenue Growth and Proforma Revenue Growth are Non - GAAP financial measures and are reconciled to the most closely related GAAP financial measure in the attached Reconciliation Schedules and / or our May 10, 2018 earnings release in the “About Non - GAAP Financial Measures” section . (2) Total company consumption is based on domestic IRI multi - outlet + C - Store retail dollar sales for the period ending 3 - 25 - 18 and net revenues as a proxy for consumption for certain untracked channels, and international consumption which includes Canadian consumption for leading retailers, Australia consumption for leading brands, and other international net revenues as a proxy for consumption. (3) Adjusted EBITDA, Adjusted EPS , Adjusted Free Cash Flow and Net Debt are Non - GAAP financial measures and are reconciled to their most closely related GAAP financial measures in the attached Reconciliation Schedules and / or in our May 10, 2018 earnings release in the “About Non - GAAP Financial Measures” section. (4) Leverage ratio reflects net debt / covenant defined EBITDA. (5) Adjusted Free Cash Flow for FY 19 is a projected Non - GAAP financial measure, is reconciled to projected GAAP Net Cash Provided by Operating Activities in the attached Reconciliation Schedules and / or in our May 10, 2018 earnings release in the “About Non - GAAP Financial Measures” section and is calculated based on projected Net Cash Provided by Operating Activities less projected capital expenditures plus payments associated with acquisitions less tax effect of payments associated with acquisitions.

William Blair Growth Stock Conference 25 Organic Revenue Growth Reconciliation Schedules Three Months Ended Mar. 31, Year Ended Mar. 31, 2018 2017 2018 2017 (In Thousands) GAAP Total Revenues $ 255,965 $ 240,670 $ 1,041,179 $ 882,060 Revenue Growth 6.4% 18.0% Adjustments: Revenue associated with acquisitions (14,699) - (175,391) - Revenues associated with divested brands - (116) - (23,021) Non - GAAP Organic Revenues $ 241,266 $ 240,554 $ 865,788 $ 859,039 Non - GAAP Organic Revenue Growth 0.3% 0.8% Non - GAAP Organic Revenues $ 241,266 $ 240,554 $ 865,788 $ 859,039 Revenues associated with acquisitions 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 Growth 2.4% 1.7% Projected 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

William Blair Growth Stock Conference 26 Adjusted Free Cash Flow Reconciliation Schedules Cont’d Three Months Ended Mar. 31, Year Ended Mar. 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 Flows 103,215 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 Adjustments 94,125 (3,566) (129,460) 79,277 GAAP Net cash provided by operating activities 54,438 7,524 210,110 148,672 Purchase of property and equipment (2,876) (1,042) (12,532) (2,977) Non-GAAP Free Cash Flow 51,562 6,482 197,578 145,695 Integration, transition and other payments associated with acquisitions and divestitures 221 8,304 10,358 10,448 Additional expense as a result of Term Loan debt refinancing 182 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$

William Blair Growth Stock Conference 27 Adjusted Net Income and Adjusted EPS Reconciliation Schedules Cont’d Three Months Ended Mar. 31, Year Ended Mar. 31, 2018 2017 2018 2017 Net Income EPS Net Income EPS Net Income EPS Net Income EPS (In Thousands, except per share data) GAAP Net Income (Loss) $ (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 - - 1,664 0.03 - - 1,664 0.03 Integration, transition and other costs associated with acquisitions and divestitures in Cost of Goods Sold - - 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 - - 2,242 0.04 (192) - 2,242 0.04 Integration, transition and other costs associated with acquisitions and divestitures in General and Administrative Expense 124 - 9,187 0.17 2,001 0.04 16,015 0.30 Tax adjustment associated with acquisition in General and Administrative Expense - - - - 704 0.01 - - Accelerated amortization of debt origination costs 392 0.01 575 0.01 392 0.01 1,706 0.03 Additional expense as a result of Term Loan debt refinancing 270 - 9,184 0.17 270 - 9,184 0.17 Tradename impairment 99,924 1.87 - - 99,924 1.87 - - Loss on extinguishment of debt 2,901 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 (36,574) (0.68) (9,438) (0.18) (38,804) (0.72) (28,024) (0.53) Normalized tax rate adjustment 5,679 0.11 1,278 0.02 (272,201) (5.09) (199) - Total Adjustments 72,716 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 Note: Reported GAAP is calculated using diluted shares outstanding. Diluted shares outstanding for the three months ended Mar ch 31, 2018 are 53,512

William Blair Growth Stock Conference 28 Reconciliation Schedules Cont’d Dollar values in thousands. Adjusted Free Cash Flow 2012 2013 2014 2015 2016 2017 2018 GAAP Net Income 37,212$ 65,505$ 72,615$ 78,260$ 99,907$ 69,395$ 339,570$ Adjustments Adjustments to reconcile net income to net cash provided by operating activities as shown in the statement of cash flows 35,674 59,497 52,562 65,998 98,181 92,613 (113,698) Changes in operating assets and liabilities, net of effects from acquisitions as shown in the statement of cash flows (5,434) 12,603 (11,945) 13,327 (21,778) (13,336) (15,762) Total adjustments 30,240 72,100 40,617 79,325 76,403 79,277 (129,460) GAAP Net cash provided by operating activities 67,452 137,605 113,232 157,585 176,310 148,672 210,110 Purchases of property and equipment (606) (10,268) (2,764) (6,101) (3,568) (2,977) (12,532) Non-GAAP Free Cash Flow 66,846 127,337 110,468 151,484 172,742 145,695 197,578 Premium payment on 2010 Senior Notes - - 15,527 - - - - Premium payment on extinguishment of 2012 Senior Notes - - - - 10,158 - - Accelerated payments due to debt refinancing - - 4,675 - - 9,184 182 Integration, transition and other payments associated with acquisitions - - 512 13,563 2,461 10,448 10,358 Pension contribution - - - - - 6,000 - Additional income tax payments associated with divestitures - - - - - 25,545 - Total adjustments - - 20,714 13,563 12,619 51,177 10,540 Non-GAAP Adjusted Free Cash Flow 66,846$ 127,337$ 131,182$ 165,047$ 185,361$ 196,872$ 208,118$

William Blair Growth Stock Conference 29 Reconciliation Schedules Cont’d Adjusted Net Income and Adjusted EPS 2012 2013 2014 2015 2016 2017 2018 Net Income EPS Net Income EPS Net Income EPS Net Income EPS Net Income EPS Net Income EPS Net Income EPS GAAP Net Income 37,212$ 0.73$ 65,505$ 1.27$ 72,615$ 1.39$ 78,260$ 1.49$ 99,907$ 1.88$ 69,395$ 1.30$ 339,570$ 6.34$ Adjustments Additional expense as a result of Term Loan debt refinancing - - - - - - - - - - 9,184 0.17 270 - Sales costs related to acquisitions - - 411 0.01 - - - - - - - - - - Inventory step up 1,795 0.04 23 - 577 0.01 2,225 0.04 1,387 0.03 1,664 0.03 - - Inventory related acquisition costs - - 220 - 407 0.01 - - - - - - - - Add'l supplier costs - - 5,426 0.11 - - - - - - - - - - Costs associated with CEO transition - - - - - - - - 1,406 0.02 - - - - Integration, Transition, and other Acquisition/Divestiture costs 17,395 0.34 5,909 0.11 1,111 0.02 21,507 0.41 2,401 0.05 19,624 0.37 5,528 0.11 Stamp Duty - - - - - - 2,940 0.05 - - - - - - Unsolicited proposal costs 1,737 0.03 534 0.01 - - - - - - - - - - Loss on extinguishment of debt 5,409 0.11 1,443 0.03 18,286 0.35 - - 17,970 0.34 1,420 0.03 2,901 0.05 Gain on settlement (5,063) (0.10) - - - - - - - - - - - - (Gain) loss on divestitures - - - - - - (1,133) (0.02) - - 51,820 0.97 - - Accelerated amortization of debt discounts and debt issue costs - - 7,746 0.15 5,477 0.10 218 - - - 1,706 0.03 392 0.01 Tradename impairment - - - - - - - - - - - - 99,924 1.87 Tax adj. associated with acquisition in G&A expense - - - - - - - - - - - - 704 0.01 Tax impact on adjustments (8,091) (0.16) (8,329) (0.16) (9,100) (0.17) (5,968) (0.11) (7,608) (0.15) (28,024) (0.52) (38,804) (0.72) Normalized tax rate adjustment (237) - (1,741) (0.03) (9,465) (0.18) - - - - (199) - (272,201) (5.09) Total adjustments 12,945 0.26 11,642 0.23 7,293 0.14 19,789 0.37 15,556 0.29 57,195 1.07 (201,286) (3.76) Non-GAAP Adjusted Net Income and Non-GAAP Adjusted EPS50,157$ 0.99$ 77,147$ 1.50$ 79,908$ 1.53$ 98,049$ 1.86$ $115,463 2.17$ $126,590 2.37$ $138,284 2.58$ Dollar values in thousands, except per share data Note: Reported GAAP is calculated using diluted shares outstanding. Diluted shares outstanding for the three months ended Mar ch 31, 2018 are 53,512

William Blair Growth Stock Conference 30 Reconciliation Schedules Cont’d Dollar values in thousands. Adjusted EBITDA 2012 2013 2014 2015 2016 2017 2018 GAAP Net Income (Loss) 37,212$ 65,505$ 72,615$ 78,260$ 99,907$ 69,395$ 339,570$ Interest Expense, net 41,320 84,407 68,582 81,234 85,160 93,343 105,879 Provision (benefit) for income taxes 23,945 40,529 29,133 49,198 57,278 41,455 (232,484) Depreciation and amortization 10,734 13,235 13,486 17,740 23,676 25,792 33,426 Non-GAAP EBITDA 113,211 203,676 183,816 226,432 266,021 229,985 246,391 Sales costs related to acquisitions - 411 - - - - - Inventory step up 1,795 23 577 2,225 1,387 1,664 - Inventory related acquisition costs - 220 407 - - - - Add'l supplier costs - 5,426 - - - - - Costs associated with CEO transition - - - - 1,406 Integration, transition, and other Acquisition/Divestiture costs 17,395 5,909 1,111 21,507 2,401 19,624 5,528 Stamp Duty - - - 2,940 - - - Unsolicited porposal costs 1,737 534 - - - - - Loss on extinguishment of debt 5,409 1,443 18,286 - 17,970 1,420 2,901 Tradename impairment - - - - - - 99,924 Gain on settlement (5,063) - - - - - - (Gain) Loss on divestitures - - - (1,133) - 51,820 - Tax adjustment associated with acquisitions - - - - - - 704 Adjustments to EBITDA 21,273 13,966 20,381 25,539 23,164 74,528 109,057 Non-GAAP Adjusted EBITDA 134,484$ 217,642$ 204,197$ 251,971$ 289,185$ 304,513$ 355,448$