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Section 1: 8-K (8-K)

esnd-8k_20180726.htm

 

 

 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):  July 26, 2018

 

ESSENDANT INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38499

 

36-3141189

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

One Parkway North Blvd.

Suite 100

Deerfield, Illinois

 

60015-2559

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (847) 627-7000

 

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))

 

[  ]   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

 Emerging growth company  

 

 

 

 

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

 


 

 

Item 2.02

 

Results of Operations and Financial Condition.

 

The following information under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On July 26, 2018, Essendant Inc. (the “Registrant”) issued a press release announcing its financial results for the three- and six-month periods ended June 30, 2018. A copy of the Registrant’s press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. In addition, a slide presentation summarizing earnings and financial results is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

 

Item 9.01

 

Financial Statements and Exhibits.

The following exhibits are filed herewith:

 

 

 

 

Exhibit No.

  

Description

 

 

99.1

 

Press Release, dated July 26, 2018, announcing financial results for the three- and six-month periods ended June 30, 2018.

99.2

 

Earnings Presentation, a slide presentation summarizing earnings and financial results.

 

 

 

 

 

ESSENDANT INC.

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED April 26, 2018

 

 

 

 

 

Exhibit No.

  

Description

Method of Filing

 

 

 

99.1

 

Press Release, dated July 26, 2018, announcing financial results for the three-and six-month periods ended June 30, 2018.

Filed Herewith

99.2

 

Earnings Presentation, a slide presentation summarizing earnings and financial results.

Filed Herewith

 

 


 

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, thereunto duly authorized.  

 

 

ESSENDANT INC.

Date:  July 26, 2018

 

/s/ Janet Zelenka

 

Janet Zelenka

Senior Vice President and Chief Financial Officer

 

 

(Back To Top)

Section 2: EX-99.1 (EX-99.1)

esnd-ex991_6.htm

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

Executive Offices

One Parkway North Blvd.

Suite 100

Deerfield, IL 60015-2559

  

For Further Information Contact:

[email protected]

(847) 627-2900

 

 

ESSENDANT REPORTS SECOND QUARTER 2018 RESULTS

 

DEERFIELD, Ill., July 26, 2018 – Essendant Inc. (NASDAQ: ESND), a leading national distributor of workplace items, today announced financial results for the second quarter ended June 30, 2018 as follows:

 

Second Quarter 2018 Summary

 

Net sales declined 0.5% to $1.3 billion in the quarter, when compared to the prior year quarter.

 

GAAP loss per share in the quarter was $(0.00) compared to income per share of $0.14 in the prior year quarter. GAAP net loss was $(0.1) million in the quarter compared to income of $5.1 million in the prior year quarter.

 

Adjusted diluted earnings per share(1) in the quarter was $0.16, compared to $0.28 in the prior year quarter. Adjusted net income (1) was $6.1 million in the quarter compared to $10.3 million in the second quarter of 2017. The results for the second quarter of 2018 were inclusive of a $5.1 million reduction in a receivables reserve for one customer, which benefited earnings per share by $0.09 in the quarter.

 

Free cash flow(1) was $37.2 million in the quarter and $7.9 million in the first six months of 2018, including $4.1 million in the quarter and $4.5 million in the first six months of transaction costs related to the S.P. Richards merger.

 

“Our second quarter results give us confidence that our strategy is working,” said Ric Phillips, President and Chief Executive Officer of Essendant.  “Our efforts to drive sales growth in key channels began to offset the decline from national resellers.  Our cost reduction efforts are successfully ramping, and our restructuring program continues to deliver expected results.  We expect to deliver an annualized run rate of cost savings over $50 million by 2020, with more than half of those savings realized this year.  In connection with our previously announced merger with Genuine Parts Company’s S.P. Richards business, we filed an amended Form S-4 last week and continue to work toward closing the merger by the end of the year.”

 

Second Quarter Performance

 

Net sales decreased 0.5% compared to the prior year quarter, driven by reduced sales in the national reseller channel being partially offset by higher sales in the Industrial, Independent reseller and Automotive channels. Net sales by product category were:

 

JanSan Products: decreased $(3.4) million or 1.0% to $346.3 million.

 

 

(1)

This is non-GAAP information. See the Reconciliation of Non-GAAP Financial Measures section of this document for more information.

 

 

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Essendant Reports Second Quarter 2018 Results

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Technology Products:  decreased $(10.9) million or 3.5% to $298.8 million.

 

Traditional Office Products:  decreased $(10.1) million or 5.4% to $176.6 million.

 

Industrial Supplies:  increased $16.9 million or 11.6% to $163.0 million.

 

Cut-sheet Paper Products:  increased $6.4 million or 5.8% to $116.0 million.

 

Automotive Products:  increased $3.2 million or 4.0% to $85.4 million.

 

Office Furniture:  decreased $(6.9) million or 9.9% to $63.0 million.

 

Gross profit was $173.2 million, a decline of $(4.4) million versus the prior year quarter primarily due to increased freight costs and lower product margin resulting from lower supplier allowances and sales mix, partially offset by a reduction in product assortment reserves of $8.6 million. Adjusted gross profit(1) was $164.7 million compared to $177.6 million in the prior year quarter.

 

Operating expenses were $164.6 million, an increase from $161.0 million in the prior year quarter due primarily to restructuring expenses of $8.0 million, partially offset by a $5.1 million reduction in a receivables reserve for one customer. Adjusted operating expenses were $146.7 million, a decrease of $(5.8) million from the prior year quarter primarily due to the reduction in allowance on receivables from one customer.

 

Income tax benefit was $0.1 million in the second quarter of 2018, compared to income tax expense of $4.5 million in the prior year quarter due to a net loss in the second quarter. Income tax expense on adjusted net income was $3.0 million, compared to adjusted income tax expense of $7.7 million in the prior year quarter.

 

GAAP loss per share was ($0.00) compared to income per share of $0.14 in the prior year quarter. Adjusted diluted earnings per share(1) was $0.16 compared to $0.28 in the prior year quarter, including the earnings per share impact in the quarter of $0.09 due to the reduction in a receivables reserve for one customer.

 

Cash flow for the first six months of 2018 was $2.9 million.  Operating cash flow in the first six months included $4.5 million in transaction costs related to the S.P. Richards merger.  Investing cash flow reflects $19 million of investment in the independent reseller channel during the second quarter. Free cash flow(1) totaled $37.2 million in the second quarter of 2018 and $7.9 million in the first six months of 2018.

 

Outlook for 2018

The following outlook excludes the impacts of any new acquisitions or unusual charges.

 

Net sales for full year 2018 are expected to be down 1% to down 3% from the prior year.

 

Adjusted diluted earnings per share(1) in the second half of 2018 are expected to be better than the first half of 2018 and better than the second half of 2017, as cost improvement efforts will continue to scale through the year.

 

Free cash flow(1) for 2018, including the costs and benefits of the Company’s previously announced restructuring program, but excluding transaction costs related to the S.P. Richards merger, is expected to be in excess of $40 million for the full year. Total transaction costs related to the S.P. Richards merger are expected to be approximately $40 million with an estimated $25 million payable upon closing.

 

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Essendant Reports Second Quarter 2018 Results

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Conference Call

Essendant will hold a conference call followed by a question and answer session on Friday, July 27, 2018, at 7:30 a.m. CDT, to discuss second quarter 2018 results. Investors may participate in the earnings call by dialing (877) 358-2531 in the U.S., (855) 669-9657 in Canada or (412) 902-6623 if international and ask to be joined into the Essendant call. To listen to the webcast, participants should visit the Investors section of the company’s website (investors.essendant.com), and click on the “Essendant Q2 2018 Earnings Call” button on the right side of the page, several minutes before the event is broadcast.  Interested parties can access an archived version of the call, this news release, a financial slide presentation and other information related to the call, also located on the quarterly results section of Essendant’s investor website, within hours after the call ends.

 

Forward-Looking Statements

This release contains forward-looking statements, including statements regarding the proposed business combination transaction between the Company and Genuine Parts Company (“GPC”) in which GPC will separate its Business Products Group and combine this business with Essendant. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements often contain words such as “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is likely to,” “scheduled,” “positioned to,” “continue,” “forecast,” “predicting,” “projection,” “potential” or similar expressions. Forward-looking statements may include references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results, events or transactions of the Company or the combined company following the proposed transaction with GPC, the anticipated benefits of the proposed transaction, including estimated synergies, the expected timing of completion of the transaction, and other statements that are not strictly historical in nature. These forward-looking statements are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here, including but not limited to: market dynamics that create sales risks, including the Company’s reliance on key customers, including key customers in the independent reseller channel, the risks inherent in continuing or increased customer concentration and consolidations, efforts by suppliers and customers to bypass the Company and transact directly with each other, and competition from e-commerce businesses and other resellers increasing their presence at the wholesale level; the impact of price transparency, customer consolidation and product sales mix changes on the Company’s sales and margins; the Company’s reliance on supplier allowances and promotional incentives; the Company’s exposure to the credit risk of its customers; potential disruptions to the Company’s relationships with customers and suppliers due to the Company’s significant cost reduction initiatives; continuing or increasing competitive activity and pricing pressures within existing or expanded product categories, including competition from e-commerce businesses and the online branches of brick-and-mortar businesses; the impact of supply chain disruptions or changes in key suppliers’ distribution strategies; continued declines in end-user demand for products in the office, technology and furniture product categories; financial cycles due to secular consumer demand, recession or other events, most notably in the Company’s Industrial and Automotive businesses; the impact of the Company’s strategic objectives and possible disruption of business operations and relationships with customers and suppliers; the Company’s ability to manage inventory in order to maximize sales and supplier allowances while minimizing excess and obsolete inventory; the Company’s success in effectively identifying, consummating and integrating acquisitions; the Company’s ability to attract and retain key management personnel; the costs and risks related to compliance with laws, regulations and industry standards affecting the Company’s business; the Company’s ability to maintain its existing information technology systems and to successfully procure, develop and implement new systems and services without business disruption or other unanticipated difficulties or costs; the impact on the Company’s reputation and relationships of a breach of the Company’s information technology systems or a failure to maintain the security of private information; the

 

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Essendant Reports Second Quarter 2018 Results

Page 4 of 11

availability of financing sources to meet the Company’s business needs; unexpected events that could disrupt business operations, increasing costs and decreasing revenues; the ability of the Company and GPC to receive the required regulatory approvals for the proposed transaction and approval of the Company’s stockholders and to satisfy the other conditions to the closing of the transaction on a timely basis or at all; the occurrence of events that may give rise to a right of one or both of the Company and GPC to terminate the merger agreement; negative effects of the announcement or the consummation of the transaction with GPC on the market price of the Company’s common stock and/or on its business, financial condition, results of operations and financial performance; risks relating to the value of the shares of the Company to be issued in the transaction with GPC, significant transaction costs and/or unknown liabilities; the possibility that the anticipated benefits from the proposed transaction with GPC cannot be realized in full or at all or may take longer to realize than expected; risks associated with contracts containing consent and/or other provisions that may be triggered by the proposed transaction with GPC; risks associated with litigation related to the transaction with GPC; the possibility that costs or difficulties related to the integration of the Company and GPC’s SP Richards business will be greater than expected; and the ability of the combined company to retain and hire key personnel. There can be no assurance that the proposed transaction with GPC or any other transaction will in fact be consummated in the manner described or at all. Stockholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. It is not possible to anticipate or foresee all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or complete. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, please see the Company’s and GPC’s statements and reports on Forms S-4, 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission and other written statements made by the Company and/or GPC from time to time. The forward-looking information herein is given as of this date only, and neither the Company nor GPC undertakes any obligation to revise or update it.

 

Company Overview

Essendant Inc. is a leading national distributor of workplace items, with 2017 net sales of $5.0 billion. The company provides access to a broad assortment of over 170,000 items, including janitorial and breakroom supplies, technology products, traditional office products, industrial supplies, cut sheet paper products, automotive products and office furniture. Essendant serves a diverse group of customers, including independent resellers, national resellers and e-commerce businesses. The Company’s network of 61 distribution centers enables the Company to ship most products overnight to more than ninety percent of the U.S. For more information, visit www.essendant.com.    

 

 

 

Essendant common stock trades on the NASDAQ Global Select Market under the symbol ESND.

 

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Essendant Reports Second Quarter 2018 Results

Page 5 of 11

Essendant Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2018

 

 

2017*

Revised

 

 

2018

 

 

2017*

Revised

 

Net sales

$

1,254,222

 

 

$

1,260,656

 

 

$

2,494,378

 

 

$

2,530,038

 

Cost of goods sold

 

1,081,016

 

 

 

1,083,092

 

 

 

2,199,996

 

 

 

2,166,807

 

Gross profit

 

173,206

 

 

 

177,564

 

 

 

294,382

 

 

 

363,231

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehousing, marketing and administrative expenses

 

156,574

 

 

 

160,972

 

 

 

322,119

 

 

 

333,270

 

Restructuring charges

 

8,019

 

 

 

-

 

 

 

22,080

 

 

 

-

 

Impairment of goodwill

 

-

 

 

 

-

 

 

 

-

 

 

 

198,828

 

Operating (loss) income

 

8,613

 

 

 

16,592

 

 

 

(49,817

)

 

 

(168,867

)

Interest and other expense, net

 

8,850

 

 

 

7,022

 

 

 

17,072

 

 

 

14,485

 

(Loss) income before income taxes

 

(237

)

 

 

9,570

 

 

 

(66,889

)

 

 

(183,352

)

Income tax (benefit) expense

 

(140

)

 

 

4,474

 

 

 

(15,352

)

 

 

146

 

Net (loss) income

$

(97

)

 

$

5,096

 

 

$

(51,537

)

 

$

(183,498

)

Net (loss) income per share - basic:

$

(0.00

)

 

$

0.14

 

 

$

(1.40

)

 

$

(5.01

)

     Average number of common shares outstanding - basic

 

36,925

 

 

 

36,673

 

 

 

36,895

 

 

 

36,659

 

Net (loss) income per share - diluted:

$

(0.00

)

 

$

0.14

 

 

$

(1.40

)

 

$

(5.01

)

     Average number of common shares outstanding - diluted

 

36,925

 

 

 

36,873

 

 

 

36,895

 

 

 

36,659

 

Dividends declared per share

$

0.14

 

 

$

0.14

 

 

$

0.28

 

 

$

0.28

 

 

* Revised for the impact of the adoption of a new pension accounting pronouncement.

 

 

 

 

 

 

 

 

 

 

 

 

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Essendant Reports Second Quarter 2018 Results

Page 6 of 11

Essendant Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share data)

 

 

(Unaudited)

 

 

(Audited)

 

 

As of  June 30,

 

 

As of  December 31,

 

 

2018

 

 

2017

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

31,751

 

 

$

28,802

 

Accounts receivable, less allowance for doubtful accounts of $16,677 in 2018 and $17,102 in 2017

 

640,134

 

 

 

619,200

 

Inventories

 

742,886

 

 

 

821,683

 

Other current assets

 

63,903

 

 

 

43,044

 

Total current assets

 

1,478,674

 

 

 

1,512,729

 

Property, plant and equipment, net

 

129,927

 

 

 

132,793

 

Intangible assets, net

 

68,547

 

 

 

73,441

 

Goodwill

 

13,065

 

 

 

13,153

 

Other long-term assets

 

73,061

 

 

 

42,134

 

Total assets

$

1,763,274

 

 

$

1,774,250

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

526,263

 

 

$

500,883

 

Accrued liabilities

 

195,342

 

 

 

189,916

 

Current maturities of long-term debt

 

6,072

 

 

 

6,079

 

Total current liabilities

 

727,677

 

 

 

696,878

 

Deferred income taxes

 

1,175

 

 

 

1,192

 

Long-term debt

 

518,660

 

 

 

492,044

 

Other long-term liabilities

 

76,525

 

 

 

89,222

 

Total liabilities

 

1,324,037

 

 

 

1,279,336

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.10 par value; authorized - 100,000,000 shares, issued - 74,435,628 shares in 2018 and 2017

 

7,444

 

 

 

7,444

 

Additional paid-in capital

 

415,449

 

 

 

412,987

 

Treasury stock, at cost – 36,725,594 shares in 2018 and 36,811,366 shares in 2017

 

(1,091,993

)

 

 

(1,093,813

)

Retained earnings

 

1,156,910

 

 

 

1,219,309

 

Accumulated other comprehensive loss

 

(48,573

)

 

 

(51,013

)

Total stockholders’ equity

 

439,237

 

 

 

494,914

 

Total liabilities and stockholders’ equity

$

1,763,274

 

 

$

1,774,250

 

 

 

 

 

 

 

 

 

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Essendant Reports Second Quarter 2018 Results

Page 7 of 11

Essendant Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

For the Six Months Ended

 

 

June 30,

 

 

2018

 

 

2017

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

Net loss

$

(51,537

)

 

$

(183,498

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

21,389

 

 

 

21,534

 

Share-based compensation

 

4,441

 

 

 

4,038

 

Gain on the disposition of property, plant and equipment

 

(771

)

 

 

(656

)

Amortization of capitalized financing costs

 

713

 

 

 

804

 

Deferred income taxes

 

(9,352

)

 

 

(270

)

Change in contingent consideration

 

(700

)

 

 

-

 

Impairment of goodwill

 

-

 

 

 

198,828

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

(Increase) decrease in accounts receivable, net

 

(21,385

)

 

 

14,434

 

Decrease in inventory

 

78,385

 

 

 

76,757

 

Increase in other assets

 

(22,108

)

 

 

(1,178

)

Increase in accounts payable

 

25,189

 

 

 

24,133

 

Increase (decrease) in accrued liabilities

 

9,368

 

 

 

(19,603

)

Decrease in other liabilities

 

(9,955

)

 

 

(9,512

)

Net cash provided by operating activities

 

23,678

 

 

 

125,811

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

Capital expenditures

 

(16,026

)

 

 

(13,677

)

Proceeds from the disposition of property, plant and equipment

 

296

 

 

 

-

 

Investment in independent reseller channel

 

(19,000

)

 

 

-

 

Net cash used in investing activities

 

(34,730

)

 

 

(13,677

)

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

Net borrowing under revolving credit facility

 

28,867

 

 

 

31,375

 

Borrowings under Term Loan

 

-

 

 

 

77,600

 

Repayments under Term Loan

 

(3,036

)

 

 

(1,518

)

Contingent consideration

 

(967

)

 

 

-

 

Net repayments under Securitization Program

 

-

 

 

 

(200,000

)

Net disbursements from share-based compensation arrangements

 

(238

)

 

 

(600

)

Payment of cash dividends

 

(10,425

)

 

 

(10,339

)

Payment of debt issuance costs

 

-

 

 

 

(6,277

)

Net cash provided by (used in) financing activities

 

14,201

 

 

 

(109,759

)

Effect of exchange rate changes on cash and cash equivalents

 

(200

)

 

 

185

 

Net change in cash and cash equivalents

 

2,949

 

 

 

2,560

 

Cash and cash equivalents, beginning of period

 

28,802

 

 

 

21,329

 

Cash and cash equivalents, end of period

$

31,751

 

 

$

23,889

 

Other Cash Flow Information:

 

 

 

 

 

 

 

Income tax payments, net

$

843

 

 

$

19,058

 

Interest paid

 

14,537

 

 

 

11,809

 

 

 

 

 

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Essendant Reports Second Quarter 2018 Results

Page 8 of 11

Essendant Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income,

Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, and Free Cash Flow

 

The Non-GAAP table below presents Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted EBITDA and Free Cash Flow for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share data). These non-GAAP measures exclude certain non-recurring items and exclude other items that do not reflect the Company’s ongoing operations and are included to provide investors with useful information about the financial performance of our business. The presented non-GAAP financial measures should not be considered in isolation or as substitutes for the comparable GAAP financial measures. The non-GAAP financial measures do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures.

 

In order to calculate the non-GAAP measures, management excludes the following items to the extent they occur in the reporting period, to facilitate the comparison of current and prior year results and ongoing operations, as management believes these items do not reflect the underlying cost structure of our business. These items can vary significantly in amount and frequency.

 

 

Restructuring charges. Workforce reduction and facility closure charges such as employee termination costs, facility closure and consolidation costs, and other costs directly associated with shifting business strategies or business conditions that are part of a restructuring program.

 

Restructuring actions were taken in the three and six months ended June 30, 2018 that included facility consolidations, workforce reductions and product assortment refinements.

 

 

Gain or loss on sale of assets or businesses. Sales of assets, such as buildings or equipment, and businesses can cause gains or losses. These transactions occur as the Company is repositioning its business and reviewing its cost structure.

 

 

Severance costs for operating leadership.  Employee termination costs related to members of the Company’s operating leadership team are excluded as they are based upon individual agreements.

 

 

Asset impairments.  Changes in strategy or macroeconomic events may cause asset impairments.

 

In the six months ended June 30, 2017, the Company recorded goodwill impairment which resulted from declines in sales, earnings and market capitalization.

 

 

Other actions.  Actions, which may be non-recurring events, that result from the changing strategies and needs of the Company and do not reflect the underlying expense of the on-going business.

 

In the three and six months ended June 30, 2018, these were charges related to transformational expenses, including potential merger, acquisition and equity investment transactions, and a gain reflecting receipt of payment on notes receivable reserved in 2015. In the three and six months ended June 30, 2017, other actions included litigation and transformational expenses.

 

Adjusted Gross Profit, adjusted operating expenses and adjusted operating income. Adjusted gross profit, adjusted operating expenses and adjusted operating income provide management and our investors with an understanding of the results from the primary operations of our business by excluding the effects of items described above that do not reflect the ordinary expenses and earnings of our operations. Adjusted gross profit, adjusted operating expenses and adjusted operating income are used to evaluate our period-over-period operating performance as they are more comparable measures of our continuing business. These measures may be useful to an investor in evaluating the underlying operating performance of our business.

Adjusted net income and adjusted diluted earnings per share. Adjusted net income and adjusted diluted earnings per share provide a more comparable view of our Company’s underlying performance and trends than the comparable GAAP measures. Net (loss) income and diluted (loss) earnings per share are adjusted for the effect of items described above that do not reflect the ordinary earnings of our operations.

 

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Essendant Reports Second Quarter 2018 Results

Page 9 of 11

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA). Adjusted EBITDA is helpful in evaluating our operating performance and is used by management for various purposes, including as a measure of performance and as a basis for strategic planning and forecasting. Net (loss) income is adjusted for the effect of interest and other expenses, net, taxes, depreciation and amortization and stock-based compensation expense. Management believes that adjusted EBITDA is also commonly used by investors to evaluate operating performance between competitors because it helps reduce variability caused by differences in capital structures, income taxes, stock-based compensation accounting policies, and depreciation and amortization policies.

Free cash flow. Free cash flow is useful to management and our investors as it is a measure of the Company’s liquidity. It provides a more complete understanding of factors and trends affecting our cash flows than the comparable GAAP measure. Net cash provided by operating activities and net cash used in investing activities are aggregated and adjusted to exclude the impact of acquisitions and equity investments, net of cash acquired and divestitures.

Outlook. Adjusted diluted earnings per share and free cash flow are non-GAAP measures. A quantitative reconciliation of non-GAAP guidance to the corresponding GAAP information is not available because the non-GAAP guidance excludes certain GAAP information that is uncertain and difficult to predict. The adjusted diluted earnings per share guidance excludes impacts in the three and six months ended June 30, 2018 of $0.25 and $1.88 per share, respectively, related to restructuring charges, transformational expenses and a payment on notes receivable reserved in 2015. Actual amounts appear in the non-GAAP table included later in this section. For the remainder of the year, the factors that will be excluded are currently unknown due to the level of unpredictability and uncertainty associated with these items, but may include actions such as future restructuring charges, transformational expenses and cash flow impacts of equity investments.

 

 

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Essendant Reports Second Quarter 2018 Results

Page 10 of 11

Essendant Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income,

Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, and Free Cash Flow

(Unaudited)

(in thousands, except per share data)

 

For the Three Months Ended June 30,

 

 

2018

 

 

2017 (2)

 

 

 

 

 

 

 

 

 

Gross profit

$

173,206

 

 

$

177,564

 

Restructuring charges - product assortment refinements

 

(8,554

)

 

 

-

 

Adjusted gross profit

$

164,652

 

 

$

177,564

 

 

 

 

 

 

 

 

 

Operating expenses

$

164,593

 

 

$

160,972

 

Restructuring charges

 

(8,019

)

 

 

-

 

Transformational expenses

 

(9,854

)

 

 

(5,444

)

Litigation reserve

 

-

 

 

 

(3,000

)

Adjusted operating expenses

$

146,720

 

 

$

152,528

 

 

 

 

 

 

 

 

 

Operating income

$

8,613

 

 

$

16,592

 

Gross profit and operating expense adjustments noted above

 

9,319

 

 

 

8,444

 

Adjusted operating income

$

17,932

 

 

$

25,036

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(97

)

 

$

5,096

 

        Gross profit and operating expense adjustments noted above

 

9,319

 

 

 

8,444

 

Non-GAAP tax provision on adjustments

 

 

 

 

 

 

 

Product assortment refinements

 

2,870

 

 

 

-

 

Restructuring charges

 

(2,690

)

 

 

-

 

Transformational expenses

 

(3,306

)

 

 

(2,085

)

Litigation reserve

 

-

 

 

 

(1,164

)

Income tax provision on adjusted net loss

 

(3,126

)

 

 

(3,249

)

Adjusted net income

$

6,095

 

 

$

10,291

 

 

 

 

 

 

 

 

 

Diluted (loss) income per share (1)

$

-

 

 

$

0.14

 

Gross profit and operating expense adjustments noted above

 

0.25

 

 

 

0.23

 

Non-GAAP tax provision on adjustments

 

(0.09

)

 

 

(0.09

)

Adjusted diluted earnings per share

$

0.16

 

 

$

0.28

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(97

)

 

$

5,096

 

Income tax (benefit) expense

 

(140

)

 

 

4,474

 

Interest and other expense, net

 

8,850

 

 

 

7,022

 

Depreciation and amortization

 

10,591

 

 

 

10,569

 

Equity compensation expense

 

2,411

 

 

 

1,570

 

Gross profit and operating expense adjustments noted above

 

9,319

 

 

 

8,444

 

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)

$

30,934

 

 

$

37,174

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$

45,103

 

 

$

72,786

 

Net cash used in investing activities

$

(26,938

)

 

$

(5,365

)

Add: Investment in independent reseller channel (3)

 

19,000

 

 

 

-

 

Free cash flow

$

37,165

 

 

$

67,421

 

 

 

 

(1)

Per share amounts for the three months ended June 30, 2018 under GAAP reflect basic earnings per share due to the net loss. The adjusted diluted earnings per share is based on diluted shares outstanding.

 

(2)

Revised for the impact of the adoption of a new pension accounting pronouncement.

 

(3)

The Company invested $19 million during the second quarter in the independent reseller channel as part of its strategic driver to accelerate sales performance in key channels. The Company’s share of earnings and losses of its investees is reflected in the Condensed Consolidated Statement of Operations and includes the investments in the Condensed Consolidated Balance Sheet.

 

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Essendant Reports Second Quarter 2018 Results

Page 11 of 11

 

 

 

For the Six Months Ended June 30,

 

 

2018

 

 

2017 (2)

 

 

 

 

 

 

 

 

 

Gross profit

$

294,382

 

 

$

363,231

 

Restructuring charges - product assortment refinements

 

34,269

 

 

 

-

 

Adjusted gross profit

$

328,651

 

 

$

363,231

 

 

 

 

 

 

 

 

 

Operating expenses

$

344,199

 

 

$

532,098

 

Restructuring charges

 

(22,080

)

 

 

-

 

Transformational expenses

 

(14,084

)

 

 

(8,395

)

Payment on notes receivable

 

110

 

 

 

-

 

Impairment of goodwill

 

-

 

 

 

(198,828

)

Litigation reserve

 

-

 

 

 

(9,000

)

Adjusted operating expenses

$

308,145

 

 

$

315,875

 

 

 

 

 

 

 

 

 

Operating loss

$

(49,817

)

 

$

(168,867

)

Operating expense adjustments noted above

 

70,323

 

 

 

216,223

 

Adjusted operating income

$

20,506

 

 

$

47,356

 

 

 

 

 

 

 

 

 

Net loss

$

(51,537

)

 

$

(183,498

)

        Gross profit and operating expense adjustments noted above

 

70,323

 

 

 

216,223

 

Non-GAAP tax provision on adjustments

 

 

 

 

 

 

 

Product assortment refinements

 

(6,864

)

 

 

-

 

Restructuring charges

 

(5,886

)

 

 

-

 

Transformational expenses

 

(4,267

)

 

 

(3,203

)

Payment on notes receivable

 

25

 

 

 

-

 

Impairment of goodwill

 

-

 

 

 

(6,559

)

Litigation reserve

 

-

 

 

 

(3,488

)

Income tax provision on adjusted net loss

 

(16,992

)

 

 

(13,250

)

Adjusted net income

$

1,794

 

 

$

19,475

 

 

 

 

 

 

 

 

 

Diluted loss per share (1)

$

(1.38

)

 

$

(4.97

)

Gross profit and operating expense adjustments noted above

 

1.88

 

 

 

5.86

 

Non-GAAP tax provision on adjustments

 

(0.45

)

 

 

(0.36

)

Adjusted diluted earnings per share

$

0.05

 

 

$

0.53

 

 

 

 

 

 

 

 

 

Net loss

$

(51,537

)

 

$

(183,498

)

Income tax (benefit) expense

 

(15,352

)

 

 

146

 

Interest and other expense, net

 

17,072

 

 

 

14,485

 

Depreciation and amortization

 

21,389

 

 

 

21,534

 

Equity compensation expense

 

4,441

 

 

 

4,038

 

Gross profit and operating expense adjustments noted above

 

70,323

 

 

 

216,223

 

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)

$

46,336

 

 

$

72,928

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$

23,678

 

 

$

125,811

 

Net cash used in investing activities

$

(34,730

)

 

$

(13,677

)

Add: Investment in independent reseller channel (3)

 

19,000

 

 

 

-

 

Free cash flow

$

7,948

 

 

$

112,134

 

 

 

(1)

Per share amounts for the six months ended June 30, 2018 and 2017 under GAAP reflect basic earnings per share due to the net loss. The adjusted diluted earnings per share is based on diluted shares outstanding.

 

(2)

Revised for the impact of the adoption of a new pension accounting pronouncement.

 

(3)

The Company invested $19 million during the second quarter in the independent reseller channel as part of its strategic driver to accelerate sales performance in key channels. The Company’s share of earnings and losses of its investees is reflected in the Condensed Consolidated Statement of Operations and includes the investments in the Condensed Consolidated Balance Sheet.

 

-11-

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Section 3: EX-99.2 (EX-99.2)

esnd-ex992_90.pptx.htm

Slide 1

Earnings Presentation Second Quarter 2018 July 27, 2018 Exhibit 99.2

Slide 2

Forward-Looking Statements 2 This presentation contains forward-looking statements, including statements regarding the proposed business combination transaction between the Company and Genuine Parts Company (“GPC”) in which GPC will separate its Business Products Group and combine this business with Essendant. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements often contain words such as “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is likely to,” “scheduled,” “positioned to,” “continue,” “forecast,” “predicting,” “projection,” “potential” or similar expressions. Forward-looking statements may include references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results, events or transactions of the Company or the combined company following the proposed transaction with GPC, the anticipated benefits of the proposed transaction, including estimated synergies, the expected timing of completion of the transaction, and other statements that are not strictly historical in nature. These forward-looking statements are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here, including but not limited to: market dynamics that create sales risks, including the Company’s reliance on key customers, including key customers in the independent reseller channel, the risks inherent in continuing or increased customer concentration and consolidations, efforts by suppliers and customers to bypass the Company and transact directly with each other, and competition from e-commerce businesses and other resellers increasing their presence at the wholesale level; the impact of price transparency, customer consolidation and product sales mix changes on the Company’s sales and margins; the Company’s reliance on supplier allowances and promotional incentives; the Company’s exposure to the credit risk of its customers; potential disruptions to the Company’s relationships with customers and suppliers due to the Company’s significant cost reduction initiatives; continuing or increasing competitive activity and pricing pressures within existing or expanded product categories, including competition from e-commerce businesses and the online branches of brick-and-mortar businesses; the impact of supply chain disruptions or changes in key suppliers’ distribution strategies; continued declines in end-user demand for products in the office, technology and furniture product categories; financial cycles due to secular consumer demand, recession or other events, most notably in the Company’s Industrial and Automotive businesses; the impact of the Company’s strategic objectives and possible disruption of business operations and relationships with customers and suppliers; the Company’s ability to manage inventory in order to maximize sales and supplier allowances while minimizing excess and obsolete inventory; the Company’s success in effectively identifying, consummating and integrating acquisitions; the Company’s ability to attract and retain key management personnel; the costs and risks related to compliance with laws, regulations and industry standards affecting the Company’s business; the Company’s ability to maintain its existing information technology systems and to successfully procure, develop and implement new systems and services without business disruption or other unanticipated difficulties or costs; the impact on the Company’s reputation and relationships of a breach of the Company’s information technology systems or a failure to maintain the security of private information; the availability of financing sources to meet the Company’s business needs; unexpected events that could disrupt business operations, increasing costs and decreasing revenues; the ability of the Company and GPC to receive the required regulatory approvals for the proposed transaction and approval of the Company’s stockholders and to satisfy the other conditions to the closing of the transaction on a timely basis or at all; the occurrence of events that may give rise to a right of one or both of the Company and GPC to terminate the merger agreement; negative effects of the announcement or the consummation of the transaction with GPC on the market price of the Company’s common stock and/or on its business, financial condition, results of operations and financial performance; risks relating to the value of the shares of the Company to be issued in the transaction with GPC, significant transaction costs and/or unknown liabilities; the possibility that the anticipated benefits from the proposed transaction with GPC cannot be realized in full or at all or may take longer to realize than expected; risks associated with contracts containing consent and/or other provisions that may be triggered by the proposed transaction with GPC; risks associated with litigation related to the transaction with GPC; the possibility that costs or difficulties related to the integration of the Company and GPC’s SP Richards business will be greater than expected; and the ability of the combined company to retain and hire key personnel. There can be no assurance that the proposed transaction with GPC or any other transaction will in fact be consummated in the manner described or at all. Stockholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. It is not possible to anticipate or foresee all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or complete. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, please see the Company’s and GPC’s statements and reports on Forms S-4, 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission and other written statements made by the Company and/or GPC from time to time. The forward-looking information herein is given as of this date only, and neither the Company nor GPC undertakes any obligation to revise or update it.

Slide 3

Q2 2018 Headlines 3 Net sales declined 0.5%, to $1.3 billion Driven by declines in national reseller channel offset by growth in key channels Adjusted income per share(1) of $0.16 Restructuring program on track and on time On track to deliver an annualized run rate of cost savings over $50 million in 2020, with more than half realized in this year. (1) For a definition and reconciliation of non-GAAP adjustments, please see appendix.

Slide 4

Strategic Drivers Improve efficiency across the distribution network and reduce the cost base Redesign inbound freight logistics through inbound consolidation centers Optimize distribution network footprint Reduce operating expenses Accelerate sales performance in key channels Align resources around channels and independent resellers that provide growth opportunities, including JanSan distributors, vertical markets, industrial, e-commerce, and automotive Partner with independent resellers who are well positioned to grow Advance supplier partnerships that leverage Essendant’s network and capabilities Continued evolution of Preferred Supplier Program Collaborate to develop successful market strategies Deepen insights through advanced digital analytics

Slide 5

Q2 2018 Financial Results 5 Net sales decreased 0.5% National reseller channel declines offset by key channel and customer growth GAAP EPS of ($0.00) Impacted by restructuring and transformation costs Adjusted EPS(1) of $0.16, including a $0.09 reduction in receivables reserve GAAP EPS ($/share) Adjusted EPS(1) ($/share) $0.28 Q2 2017 $0.16 Q2 2018 (0.5%) Q2 2017 Q2 2018 $1,254 $1,261 Net Sales ($M) Q2 2018 Q2 2017 ($0.00) $0.14 (1) For a definition and reconciliation of non-GAAP adjustments, please see appendix.

Slide 6

6 Q2 2018 Product Category Sales YoY ∆ Q2 2018 Q2 2017 $ % JanSan Products $346.3 $349.7 ($3.4) (1.0%) Technology Products 298.8 309.7 (10.9) (3.5%) Office Products 176.6 186.7 (10.1) (5.4%) Industrial Supplies 163.0 146.1 16.9 11.6% Cut Sheet Paper Products 116.0 109.6 6.4 5.8% Automotive Products 85.4 82.1 3.3 4.0% Furniture 63.0 69.9 (6.9) (9.9%) Other Revenues 5.1 6.8 (1.7) (24.9%) Net Sales 1,254.2 1,260.6 (6.4) (0.5%) ($M)

Slide 7

7 Q2 2018 Balance Sheet Inventory levels decreased 9.6% in first half Debt increased $25.8M in first half, decreased $12.1M in Q2 Free cash flow (1) of $7.9M in the first half and $37.2M in Q2 Inventory Debt $821.7 $742.9 $504.4 $530.2 ($M) Q4 2017 Q4 2017 Q2 2018 Q1 2018 ($78.8) $25.8 (1) For a definition and reconciliation of non-GAAP adjustments, please see appendix.

Slide 8

8 Full Year 2018 Outlook Net sales for full year 2018 are expected to be down 1% to down 3% from the prior year. Adjusted diluted earnings per share (1) in the second half of 2018 are expected to be better than the first half of 2018 and better than the second half of 2017, as cost improvement efforts will continue to scale through the year. Free cash flow (1) for 2018, including the costs and benefits of the Company's previously announced restructuring program, but excluding transaction costs related to the S.P. Richards merger, is expected to be in excess of $40 million for the full year. Total transaction costs related to the S.P. Richards merger are expected to be approximately $40 million with an estimated $25 million payable upon closing. (1) For a definition and reconciliation of non-GAAP adjustments, please see appendix.

Slide 9

Appendix

Slide 10

10 The Non-GAAP table below presents Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted EBITDA and Free Cash Flow for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share data). These non-GAAP measures exclude certain non-recurring items and exclude other items that do not reflect the Company’s ongoing operations and are included to provide investors with useful information about the financial performance of our business. The presented non-GAAP financial measures should not be considered in isolation or as substitutes for the comparable GAAP financial measures. The non-GAAP financial measures do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures. In order to calculate the non-GAAP measures, management excludes the following items to the extent they occur in the reporting period, to facilitate the comparison of current and prior year results and ongoing operations, as management believes these items do not reflect the underlying cost structure of our business. These items can vary significantly in amount and frequency. Restructuring charges. Workforce reduction and facility closure charges such as employee termination costs, facility closure and consolidation costs, and other costs directly associated with shifting business strategies or business conditions that are part of a restructuring program. Restructuring actions were taken in the three and six months ended June 30, 2018 and included product assortment refinements and workforce reductions and facility consolidation. Gain or loss on sale of assets or businesses. Sales of assets, such as buildings or equipment, and businesses can cause gains or losses. These transactions occur as the Company is repositioning its business and reviewing its cost structure. Severance costs for operating leadership. Employee termination costs related to members of the Company’s operating leadership team are excluded as they are based upon individual agreements. Asset impairments. Changes in strategy or macroeconomic events may cause asset impairments. In the six months ended June 30, 2017, the Company recorded goodwill impairment which resulted from declines in sales, earnings and market capitalization. Other actions. Actions, which may be non-recurring events, that result from the changing strategies and needs of the Company and do not reflect the underlying expense of the on-going business. In the three and six months ended June 30, 2018, these were charges related to transformational expenses, including potential merger, acquisition and equity investment transactions, and a gain reflecting receipt of payment on notes receivable reserved in 2015. In the three and six months ended June 30, 2017, other actions included litigation and transformational expenses. Essendant Inc. and Subsidiaries Reconciliation of Non-GAAP Financial Measures Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, and Free Cash Flow

Slide 11

11 Adjusted Gross Profit, adjusted operating expenses and adjusted operating income. Adjusted gross profit, adjusted operating expenses and adjusted operating income provide management and our investors with an understanding of the results from the primary operations of our business by excluding the effects of items described above that do not reflect the ordinary expenses and earnings of our operations. Adjusted gross profit, adjusted operating expenses and adjusted operating income are used to evaluate our period-over-period operating performance as they are more comparable measures of our continuing business. These measures may be useful to an investor in evaluating the underlying operating performance of our business. Adjusted net income and adjusted diluted earnings per share. Adjusted net income and adjusted diluted earnings per share provide a more comparable view of our Company’s underlying performance and trends than the comparable GAAP measures. Net (loss) income and diluted (loss) earnings per share are adjusted for the effect of items described above that do not reflect the ordinary earnings of our operations. Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA). Adjusted EBITDA is helpful in evaluating our operating performance and is used by management for various purposes, including as a measure of performance and as a basis for strategic planning and forecasting. Net (loss) income is adjusted for the effect of interest and other expenses, net, taxes, depreciation and amortization and stock-based compensation expense. Management believes that adjusted EBITDA is also commonly used by investors to evaluate operating performance between competitors because it helps reduce variability caused by differences in capital structures, income taxes, stock-based compensation accounting policies, and depreciation and amortization policies. Free cash flow. Free cash flow is useful to management and our investors as it is a measure of the Company’s liquidity. It provides a more complete understanding of factors and trends affecting our cash flows than the comparable GAAP measure. Net cash provided by operating activities and net cash used in investing activities are aggregated and adjusted to exclude acquisitions and equity investments, net of cash acquired and divestitures. Outlook. Adjusted diluted earnings per share and free cash flow are non-GAAP measures. A quantitative reconciliation of non-GAAP guidance to the corresponding GAAP information is not available because the non-GAAP guidance excludes certain GAAP information that is uncertain and difficult to predict. The adjusted diluted earnings per share guidance excludes impacts in the three and six months ended June 30, 2018 of $0.25 and $1.88 per share, respectively, related to restructuring charges, transformational expenses and a payment on notes receivable reserved in 2015. Actual amounts appear in the non-GAAP table included later in this section. For the remainder of the year, the factors that will be excluded are currently unknown due to the level of unpredictability and uncertainty associated with these items, but may include actions such as future restructuring charges, transformational expenses and cash flow impacts of equity investments. Essendant Inc. and Subsidiaries Reconciliation of Non-GAAP Financial Measures Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, and Free Cash Flow

Slide 12

12 Essendant Inc. and Subsidiaries Reconciliation of Non-GAAP Financial Measures Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, and Free Cash Flow (unaudited, in thousands, except per share data)

Slide 13

13 Essendant Inc. and Subsidiaries Reconciliation of Non-GAAP Financial Measures Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, and Free Cash Flow (unaudited, in thousands, except per share data)

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