Non-GAAP Financial Measures
From time to time, management may publicly disclose certain "non-GAAP financial measures" in the course of our financial presentations, earnings releases, earnings conference calls, and otherwise. For these purposes, the SEC defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial positions, or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements, and vice versa for measures that include amounts, or is subject to adjustments that effectively include amounts, that are excluded from the most directly comparable measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States.
Non-GAAP financial measures disclosed by management are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies.
Pursuant to the requirements of Regulation G, whenever we refer to a non-GAAP financial measure, we will also generally present, on this Web site, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference with such comparable GAAP financial measure.
The Corporation calculates Earnings before Interest, Income Taxes, Depreciation, Depletion and Amortization ("EBITDA") as net earnings (loss) before interest expense, income tax expense (benefit) and depreciation, depletion and amortization expense. EBITDA is also before the cumulative effect of a change in accounting principle, if applicable. Adjusted EBITDA excludes Bluegrass acquisition-related expenses.
EBITDA and Adjusted EBITDA are not measures of financial performance under GAAP. Accordingly, they should not be considered as a substitute for net earnings (loss), operating earnings (loss), cash flow provided by operating activities or other income or cash flow data prepared in accordance with GAAP. However, the Corporation's management believes that EBITDA and Adjusted EBITDA may provide additional information with respect to the Corporation's performance or ability to meet its future debt service, capital expenditures and working capital requirements. Because EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net earnings and may vary among companies, the EBITDA presented by Martin Marietta may not be comparable to similarly titled measures of other companies.
The ratio of Consolidated Debt-to-Consolidated EBITDA, as defined, for the trailing -12 months is a covenant under the Company’s Revolving Facility and Accounts Receivable Securitization Facility. Under the terms of these agreements, as amended, the Company’s ratio of consolidated debt-to-consolidated EBITDA, as defined, for the trailing -12 months cannot exceed 3.50 times, with certain exceptions related to qualifying acquisitions, as defined.
If there are no amounts outstanding under the Revolving Facility and the Accounts Receivable Securitization Facility, consolidated debt, including debt for which the Company is a co-borrower, may be reduced for purposes of the covenant calculation by the Company’s unrestricted cash and cash equivalents in excess of $50 million, such reduction not to exceed $200 million (hereinafter, “net debt”).
Consolidated Debt-to-Consolidated EBITDA, as defined, is calculated as net debt, including debt for which the Company is a co-borrower, divided by consolidated EBITDA, as defined, for the trailing -12 months. Consolidated EBITDA is generally defined as earnings before interest expense (benefit), income tax expense, and depreciation, depletion and amortization expense for continuing operations. Additionally, stock-based compensation expense is added back and interest income is deducted in the calculation of consolidated EBITDA. Certain other nonrecurring items and noncash items, if they occur, can affect the calculation of consolidated EBITDA.
Adjusted consolidated gross profit and adjusted consolidated earnings from operations for the three months ended September 30, 2018 and 2017, exclude the impact of acquisition-related expenses, net, the impact of selling acquired inventory due to the markup to fair value as part of acquisition accounting and the impact of restructuring charges. Acquisition-related expenses, net, consist of acquisition and integration expenses and the nonrecurring gain on the required divestiture of a legacy Martin Marietta quarry in Georgia as part of the acquisition of Bluegrass Materials.
Adjusted consolidated gross profit and adjusted consolidated earnings from operations represent non-GAAP financial measures. Management presents these measures for investors and analysts to evaluate and forecast the Company's financial results, as acquisition-related expenses, net, the impact of selling acquired inventory due to the markup to fair value as part of acquisition accounting, and restructuring charges are nonrecurring.
The Company presents this measure to provide an earnings per diluted share measure that is comparable to prior periods as the impact of the 2017 Tax Act is a nonrecurring, non-cash benefit. The following reconciles earnings per diluted share in accordance with generally accepted accounting principles to earnings per diluted share excluding the impact of the 2017 Tax Act for the quarter and year ended December 31, 2017.