BECN

BEACON ROOFING SUPPLY INC

Industrials | Mid Cap

$2.92

EPS Forecast

$2,800

Revenue Forecast

The company already released most recent quarter's earnings. We will publish our AI's next quarter's forecast around 2024-12-31
EX-99.1 2 becn-ex991_6.htm EX-99.1 becn-ex991_6.htm

Exhibit 99.1

 

 

BEACON REPORTS FIRST QUARTER 2020 RESULTS

Sequential gross margin improvement underscores progress on fundamentals

Branding announcement supports long-term strategic vision for organic growth

Net sales of $1.68 billion

Consolidated gross margins of 24.5%; up 20 bps sequentially

Net income (loss) of $(23.4) million; Adjusted Net Income (Loss) of $28.3 million

Adjusted EBITDA of $94.3 million

HERNDON, VA.—(BUSINESS WIRE)—February 3, 2020—Beacon (Nasdaq: BECN) (the “Company”) announced results today for its first quarter ended December 31, 2019 (“2020”).

“Our first quarter delivered important progress toward our goals,” said Julian Francis, Beacon’s President and Chief Executive Officer. “Results were broadly in line with our expectations, highlighted by sequential gross margin improvement and another quarter of growth in our non-residential roofing product line. As expected, our sales declined modestly, which we believe was in line with the market. On the balance sheet, we decreased total debt by more than $300 million over the comparative periods. As part of our strategic review, we recently announced the unification of our 40 exterior product names into a single brand: Beacon Building Products. Our new brand enables us to leverage our nationwide scale to better serve customers, enhances our investment in e-commerce, and furthers our goal of developing innovative service propositions. Overall, we remain well-positioned to deliver annual sales and Adjusted EBITDA growth for fiscal 2020.”

First Quarter

Net sales decreased 2.7% to $1.68 billion, from $1.72 billion in 2019. The sales decline was mainly influenced by decreased hurricane-related demand compared to the prior year. Residential roofing product sales decreased 4.1%, non-residential roofing product sales increased 0.2%, and complementary product sales decreased 3.1% compared to the prior year. The first quarter of fiscal years 2020 and 2019 each had 62 business days.

Net income (loss) was $(23.4) million, compared to $(0.9) million in 2019. Net income (loss) attributable to common shareholders was $(29.4) million, compared to $(6.9) million in 2019. EPS was $(0.43), compared to $(0.10) in 2019. Adjusted Net Income (Loss) was $28.3 million, compared to $46.5 million in 2019. Adjusted EBITDA was $94.3 million, compared to $121.7 million in 2019.

First quarter results were impacted by lower gross margins and debt refinancing expenses that were incurred to reduce future cash outflows. The impact of these items was partially offset by slight increases in non-residential roofing product sales and lower operating expenses.

Please see the included financial tables for a reconciliation of “Adjusted” non-GAAP financial measures to the most directly comparable GAAP financial measure, as well as further detail on the components driving the net changes over the comparative periods.

 


The Company will host a webcast and conference call today at 5:00 p.m. ET to discuss these results. The webcast link and call-in details are as follows:

What:

Beacon First Quarter 2020 Earnings Conference Call

When

Monday, February 3, 2020

Time:

5:00 p.m. ET

Webcast:

Beacon Investor Relations – Events & Presentations (live and replay)

Live Call:

(877) 799-4970, Conf. ID #1478967

 

To assure timely access, conference call participants should dial in prior to the 5:00 p.m. ET start time.

Forward-Looking Statements

This release contains information about management's view of the Company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the "Risk Factors" section of the Company's latest Form 10-K. In addition, the forward-looking statements included in this press release represent the Company's views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this press release.

About Beacon

Founded in 1928, Beacon is a Fortune 500, publicly-traded distributor of residential and commercial building products in North America, operating over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of over 110,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT, and has a proprietary digital account management suite, Beacon PRO+, which allows customers to manage their businesses online. Beacon’s stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com

 

CONTACT:

Joseph Nowicki, Executive VP & CFO

Joseph.Nowicki@becn.com

571-323-3939


BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

 

 

Three Months Ended December 31,

 

 

2019

 

 

% of

Net Sales

 

2018

 

 

% of

Net Sales

Net sales

$

1,675,112

 

 

 

100.0

%

 

$

1,721,676

 

 

 

100.0

%

Cost of products sold

 

1,264,414

 

 

 

75.5

%

 

 

1,286,107

 

 

 

74.7

%

Gross profit

 

410,698

 

 

 

24.5

%

 

 

435,569

 

 

 

25.3

%

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative1

 

326,919

 

 

 

19.5

%

 

 

327,693

 

 

 

19.1

%

Depreciation

 

19,072

 

 

 

1.1

%

 

 

17,601

 

 

 

1.0

%

Amortization

 

44,778

 

 

 

2.7

%

 

 

52,021

 

 

 

3.1

%

Total operating expense

 

390,769

 

 

 

23.3

%

 

 

397,315

 

 

 

23.2

%

Income (loss) from operations

 

19,929

 

 

 

1.2

%

 

 

38,254

 

 

 

2.1

%

Interest expense, financing costs, and other2

 

38,293

 

 

 

2.3

%

 

 

38,361

 

 

 

2.2

%

Loss on debt extinguishment

 

14,678

 

 

 

0.9

%

 

 

-

 

 

 

0.0

%

Income (loss) before provision for income taxes

 

(33,042

)

 

 

(2.0

%)

 

 

(107

)

 

 

(0.1

%)

Provision for (benefit from) income taxes

 

(9,632

)

 

 

(0.6

%)

 

 

786

 

 

 

0.0

%

Net income (loss)

 

(23,410

)

 

 

(1.4

%)

 

 

(893

)

 

 

(0.1

%)

Dividends on Preferred Stock3

 

6,000

 

 

 

0.4

%

 

 

6,000

 

 

 

0.3

%

Net income (loss) attributable to common shareholders

$

(29,410

)

 

 

(1.8

%)

 

$

(6,893

)

 

 

(0.4

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

68,667,943

 

 

 

 

 

 

 

68,248,020

 

 

 

 

 

Diluted4

 

68,667,943

 

 

 

 

 

 

 

68,248,020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share5:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.43

)

 

 

 

 

 

$

(0.10

)

 

 

 

 

Diluted

$

(0.43

)

 

 

 

 

 

$

(0.10

)

 

 

 

 

____________________________________

1

Includes acquisition and business restructuring costs of $3.9 million and $8.9 million for the three months ended December 31, 2019 and 2018, respectively.

2

Includes acquisition and business restructuring costs of $7.8 million and $3.0 million for the three months ended December 31, 2019 and 2018, respectively.

3

Three months ended December 31, 2019 and 2018 amounts are composed of $5.0 million in undeclared cumulative Preferred Stock dividends, as well as an additional $1.0 million of Preferred Stock dividends that had been declared and paid as of period end.

4

Amounts do not include 9,694,619 shares issuable upon conversion of the Company’s participating Preferred Stock because such conversion would be anti-dilutive.

5

Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or the conversion of Preferred Stock. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock unit awards. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the fully diluted weighted-average number of common shares outstanding during the period. The following table presents


the components and calculations of basic and diluted net income (loss) per share for each period presented (in thousands, except share and per share amounts):

 

Three Months Ended December 31,

 

 

2019

 

 

2018

 

Net income (loss)

$

(23,410

)

 

$

(893

)

Dividends on Preferred Stock

 

6,000

 

 

 

6,000

 

Net income (loss) attributable to common shareholders

$

(29,410

)

 

$

(6,893

)

Undistributed income allocated to participating securities

 

-

 

 

 

-

 

Net income (loss) attributable to common shareholders - basic and diluted

$

(29,410

)

 

$

(6,893

)

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - basic

 

68,667,943

 

 

 

68,248,020

 

Effect of common share equivalents

 

-

 

 

 

-

 

Weighted-average common shares outstanding - diluted

 

68,667,943

 

 

 

68,248,020

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

$

(0.43

)

 

$

(0.10

)

Net income (loss) per share - diluted

$

(0.43

)

 

$

(0.10

)


BEACON ROOFING SUPPLY, INC.

Consolidated Balance Sheets

(In thousands)

 

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2019

 

 

2019

 

 

2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

43,749

 

 

$

72,287

 

 

$

18,423

 

Accounts receivable, net

 

861,087

 

 

 

1,108,134

 

 

 

881,749

 

Inventories, net

 

1,037,827

 

 

 

1,018,183

 

 

 

1,025,310

 

Prepaid expenses and other current assets

 

311,112

 

 

 

315,643

 

 

 

375,598

 

Total current assets

 

2,253,775

 

 

 

2,514,247

 

 

 

2,301,080

 

Property and equipment, net

 

253,019

 

 

 

260,376

 

 

 

273,742

 

Goodwill

 

2,491,166

 

 

 

2,490,590

 

 

 

2,489,730

 

Intangibles, net

 

1,077,478

 

 

 

1,125,540

 

 

 

1,282,242

 

Operating lease assets

 

463,081

 

 

 

-

 

 

 

-

 

Other assets, net

 

10

 

 

 

2,059

 

 

 

1,243

 

Total assets

$

6,538,529

 

 

$

6,392,812

 

 

$

6,348,037

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

594,613

 

 

$

822,931

 

 

$

551,940

 

Accrued expenses

 

411,169

 

 

 

599,155

 

 

 

375,672

 

Current operating lease liabilities

 

98,994

 

 

 

-

 

 

 

-

 

Current portions of long-term debt/obligations

 

13,877

 

 

 

18,689

 

 

 

20,315

 

Total current liabilities

 

1,118,653

 

 

 

1,440,775

 

 

 

947,927

 

Borrowings under revolving lines of credit, net

 

215,642

 

 

 

80,961

 

 

 

503,216

 

Long-term debt, net

 

2,495,135

 

 

 

2,494,623

 

 

 

2,497,123

 

Deferred income taxes, net

 

107,085

 

 

 

103,913

 

 

 

110,179

 

Non-current operating lease liabilities

 

358,504

 

 

 

-

 

 

 

-

 

Long-term obligations under equipment financing, net

 

1,607

 

 

 

4,609

 

 

 

10,689

 

Other long-term liabilities

 

2,018

 

 

 

6,383

 

 

 

5,532

 

Total liabilities

 

4,298,644

 

 

 

4,131,264

 

 

 

4,074,666

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Preferred Stock1

 

399,195

 

 

 

399,195

 

 

 

399,195

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

687

 

 

 

685

 

 

 

684

 

Undesignated preferred stock

 

-

 

 

 

-

 

 

 

-

 

Additional paid-in capital

 

1,086,970

 

 

 

1,083,042

 

 

 

1,067,711

 

Retained earnings

 

769,812

 

 

 

799,222

 

 

 

826,941

 

Accumulated other comprehensive income (loss)

 

(16,779

)

 

 

(20,596

)

 

 

(21,160

)

Total stockholders' equity

 

1,840,690

 

 

 

1,862,353

 

 

 

1,874,176

 

Total liabilities and stockholders' equity

$

6,538,529

 

 

$

6,392,812

 

 

$

6,348,037

 

____________________________________

1

In connection with the acquisition of Allied Building Products Corp. on January 2, 2018, the Company completed the sale of 400,000 shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), with an aggregate liquidation preference of $400.0 million, at a purchase price of $1,000 per share, to CD&R Boulder Holdings, L.P. The Preferred Stock is convertible perpetual participating preferred stock of the Company, and conversion of the Preferred Stock into $0.01 par value shares of the Company’s common stock will be at a conversion price of $41.26 per share (or 9,694,619 shares of common stock). The Preferred Stock accumulates dividends at a rate of 6.0% per annum (payable in cash or in-kind, subject to certain conditions). The Preferred Stock is not mandatorily redeemable; therefore, it is classified as mezzanine equity on the Company’s consolidated balance sheets.



BEACON ROOFING SUPPLY, INC.

Consolidated Statements of Cash Flows

(In thousands)

 

 

Three Months Ended December 31,

 

 

2019

 

 

2018

 

Operating Activities

 

 

 

 

 

 

 

Net income (loss)

$

(23,410

)

 

$

(893

)

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

 

 

 

 

 

 

 

Depreciation and amortization

 

63,850

 

 

 

69,622

 

Stock-based compensation

 

5,156

 

 

 

3,457

 

Certain interest expense and other financing costs

 

2,849

 

 

 

3,024

 

Beneficial lease amortization

 

-

 

 

 

572

 

Loss on debt extinguishment

 

14,678

 

 

 

-

 

Gain on sale of fixed assets

 

(330

)

 

 

(265

)

Deferred income taxes

 

2,357

 

 

 

3,201

 

Changes in operating assets and liabilities, net of the effects of businesses acquired in the period:

 

 

 

 

 

 

 

Accounts receivable

 

247,685

 

 

 

207,119

 

Inventories

 

(19,147

)

 

 

(90,712

)

Prepaid expenses and other current assets

 

(3,362

)

 

 

(131,638

)

Accounts payable and accrued expenses

 

(417,507

)

 

 

(400,616

)

Other assets and liabilities

 

1,874

 

 

 

246

 

Net cash provided by (used in) operating activities

 

(125,307

)

 

 

(336,883

)

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Purchases of property and equipment

 

(12,194

)

 

 

(11,688

)

Acquisition of businesses, net

 

-

 

 

 

(163,973

)

Proceeds from the sale of assets

 

396

 

 

 

401

 

Net cash provided by (used in) investing activities

 

(11,798

)

 

 

(175,260

)

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Borrowings under revolving lines of credit

 

750,711

 

 

 

1,298,654

 

Payments under revolving lines of credit

 

(616,767

)

 

 

(888,225

)

Payments under term loan

 

(2,425

)

 

 

-

 

Borrowings under senior notes

 

300,000

 

 

 

-

 

Payment under senior notes

 

(309,564

)

 

 

-

 

Payment of debt issuance costs

 

(3,582

)

 

 

-

 

Payments under equipment financing facilities and finance leases

 

(2,282

)

 

 

(1,465

)

Payment of dividends on Preferred Stock

 

(6,000

)

 

 

(6,000

)

Proceeds from issuance of common stock related to equity awards

 

875

 

 

 

834

 

Payment of taxes related to net share settlement of equity awards

 

(2,101

)

 

 

(3,617

)

Net cash provided by (used in) financing activities

 

108,865

 

 

 

400,181

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(298

)

 

 

458

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(28,538

)

 

 

(111,504

)

Cash and cash equivalents, beginning of period

 

72,287

 

 

 

129,927

 

Cash and cash equivalents, end of period

$

43,749

 

 

$

18,423

 

 



BEACON ROOFING SUPPLY, INC.

Consolidated Sales by Product Line

(In thousands)

 

 

Sales by Product Line

 

 

Three Months Ended December 31,

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

Net Sales

 

 

Mix %

 

Net Sales

 

 

Mix %

 

$

 

 

%

 

Residential roofing products

$

702,236

 

 

 

41.9

%

 

$

732,190

 

 

 

42.5

%

 

$

(29,954

)

 

 

(4.1

%)

Non-residential roofing products

 

420,853

 

 

 

25.1

%

 

 

419,909

 

 

 

24.4

%

 

 

944

 

 

 

0.2

%

Complementary building products

 

552,023

 

 

 

33.0

%

 

 

569,577

 

 

 

33.1

%

 

 

(17,554

)

 

 

(3.1

%)

 

$

1,675,112

 

 

 

100.0

%

 

$

1,721,676

 

 

 

100.0

%

 

$

(46,564

)

 

 

(2.7

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales by Business Day1

 

 

Three Months Ended December 31,

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

Net Sales

 

 

Mix %

 

Net Sales

 

 

Mix %

 

$

 

 

%

 

Residential roofing products

$

11,326

 

 

 

41.9

%

 

$

11,810

 

 

 

42.5

%

 

$

(484

)

 

 

(4.1

%)

Non-residential roofing products

 

6,788

 

 

 

25.1

%

 

 

6,773

 

 

 

24.4

%

 

 

15

 

 

 

0.2

%

Complementary building products

 

8,904

 

 

 

33.0

%

 

 

9,187

 

 

 

33.1

%

 

 

(283

)

 

 

(3.1

%)

 

$

27,018

 

 

 

100.0

%

 

$

27,770

 

 

 

100.0

%

 

$

(752

)

 

 

(2.7

%)

__________________________________________________

1

There were 62 business days in each of the quarters ended December 31, 2019 and 2018.

 



BEACON ROOFING SUPPLY, INC.

Adjusted Net Income (Loss)1

(In thousands)

 

 

 

Three Months Ended December 31,

 

 

2019

 

 

2018

 

Net income (loss)

$

(23,410

)

 

$

(893

)

Adjustments:

 

 

 

 

 

 

 

Acquisition costs2

 

51,479

 

 

 

63,962

 

Business restructuring costs3

 

19,683

 

 

 

-

 

Total adjustments

 

71,162

 

 

 

63,962

 

Tax impact of total adjustments4

 

(19,424

)

 

 

(16,569

)

Total adjustments, net of tax

 

51,738

 

 

 

47,393

 

Adjusted Net Income (Loss)

$

28,328

 

 

$

46,500

 

_________________________

 

1

Adjusted Net Income (Loss) is defined as net income that excludes acquisition costs, business restructuring costs, and the effects of tax reform

 

2

The following table presents a breakout of the components of acquisition costs for each of the periods indicated:

 

Three Months Ended December 31,

 

 

2019

 

 

2018

 

Amortization of intangible assets

$

44,778

 

 

$

52,021

 

Costs classified as selling, general, and administrativea

 

3,852

 

 

 

8,917

 

Amortization of debt issuance costs

 

2,849

 

 

 

3,024

 

Total acquisition costs

 

51,479

 

 

 

63,962

 

___________________________

 

a.

Selling, general, and administrative costs related to acquisitions are mainly composed of professional fees, branch integration expenses, travel expenses, employee severance and retention costs, and other personnel expenses.

 

 

3

Business restructuring costs are mainly composed of a loss on debt extinguishment of $14.7 million in connection with debt refinancing. Also included are accrued estimated costs related to employee benefit plan withdrawals, costs stemming from headcount rationalization efforts, and re-branding costs.

 

4

The effective tax rate applied to these adjustments is calculated by using adjusted pre-tax income while factoring in discrete tax adjustments for the fiscal year. The tax impact of adjustments for the quarter ended December 31, 2019 and 2018 were calculated using an effective tax rate of 27.3% and 25.9%, respectively.

We use Adjusted Net Income (Loss) to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources. We expect to compute Adjusted Net Income (Loss) consistently using the same method each period.

We believe that Adjusted Net Income (Loss) is a useful measure because it permits investors to better understand changes in underlying operating performance over comparative periods by providing financial results that are unaffected by cyclical variances that can be driven by items such as investment activity or purchase accounting adjustments.

While we believe Adjusted Net Income (Loss) is useful to investors when evaluating our business, it is not prepared and presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), and therefore should be considered supplemental in nature. You should not consider Adjusted Net Income (Loss) in isolation or as a substitute for net income calculated in accordance with GAAP. Adjusted Net Income (Loss) may have material limitations including, but not limited to, the exclusion of certain costs without a corresponding reduction of net income for the income generated by the assets to which the excluded costs are related. In addition, Adjusted Net Income (Loss) may differ from similarly titled measures presented by other companies.


BEACON ROOFING SUPPLY, INC.

Adjusted EBITDA1

(In thousands)

 

 

 

Three Months Ended December 31,

 

 

2019

 

 

2018

 

Net income (loss)

$

(23,410

)

 

$

(893

)

Interest expense, net

 

34,796

 

 

 

39,816

 

Income taxes

 

(9,632

)

 

 

786

 

Depreciation and amortization

 

63,850

 

 

 

69,622

 

Stock-based compensation

 

5,156

 

 

 

3,457

 

Acquisition costs2

 

3,852

 

 

 

8,917

 

Business restructuring costs3

 

19,683

 

 

 

-

 

Adjusted EBITDA

$

94,295

 

 

$

121,705

 

 

 

 

 

 

 

 

 

Adjusted EBITDA as a % of net sales

 

5.6%

 

 

 

7.1%

 

_________________________________

 

1

Adjusted EBITDA is defined as net income plus interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, acquisition costs, and business restructuring costs. EBITDA is a measure commonly used in the distribution industry, and we present Adjusted EBITDA to enhance your understanding of our operating performance.

 

2

Represents selling, general, and administrative costs related to acquisitions (excluding the impact of tax) only. The other items the Company classifies as acquisition costs are embedded within the other balances reported in the table.

 

3

Business restructuring costs are mainly composed of a loss on debt extinguishment of $14.7 million in connection with debt refinancing. Also included are accrued estimated costs related to employee benefit plan withdrawals, costs stemming from headcount rationalization efforts, and re-branding costs.

We use Adjusted EBITDA to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources. We expect to compute Adjusted EBITDA consistently using the same methods each period.

We believe that Adjusted EBITDA is a useful measure because it permits investors to better understand changes in underlying operating performance over comparative periods by providing financial results that are unaffected by cyclical variances that can be driven by items such as investment activity or purchase accounting adjustments.

While we believe Adjusted EBITDA is useful to investors when evaluating our business, it is not prepared and presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), and therefore should be considered supplemental in nature. Adjusted EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operations, or any other items calculated in accordance with GAAP. Adjusted EBITDA may have material limitations including, but not limited to, the exclusion of certain costs without a corresponding reduction of net income for the income generated by the assets to which the excluded costs are related. In addition, Adjusted EBITDA may differ from similarly titled measures presented by other companies.