The following excerpt is from the company's SEC filing.
Results from Continuing Operations and Reiterates Full-Year Guidance
Completes Over $3 Billion in Asset Sales in January and Repaid More Than $2.2 Billion of Debt Creating a Financially Stronger and More Focused Consumer Products Company
Middleton, WI, February 7, 2019
Spectrum Brands Holdings, Inc. (NYSE: SPB; “Spectrum” or the “Company”), a leading global branded consumer products company
focused on driving innovation and providing exceptional customer service
, today reported results from continuing operations for the first quarter of fiscal 2019 ended December 30, 2018.
This press release includes non-GAAP metrics such as organic net sales, adjusted diluted earnings per share (EPS), adjusted EBITDA, and adjusted EBITDA margin. See “Other Supplemental Information” below for reconciliation to comparable GAAP metrics. Also see “Classification of the Company’s Reporting Segments” below for a discussion of the Company’s reporting segments.
“We achieved significant progress in January in the transformation of Spectrum Brands into a meaningfully stronger and more focused consumer products company with greater flexibility to drive long-term growth and value creation,” said David Maura, Chairman and Chief Executive Officer of Spectrum Brands Holdings. “We completed the divestitures of both our Global Battery and Lighting and our Global Auto Care businesses for approximately $2.9 billion in cash and 5.3 million shares of Energizer Holdings common stock, while moving quickly to apply these proceeds to repay more than $2.2 billion of debt as part of our plan to delever our balance sheet. We also reintegrated our Home & Personal Care division for reporting purposes. Finally, given our recent deleveraging, we may purchase shares in the open market or otherwise under our existing share repurchase program.”
Fiscal 2019 First Quarter Highlights from Continuing Operations:
Net sales of $874.6 million in the first quarter of fiscal 2019 decreased 4.9 percent compared to $919.6 million last year. Excluding the impact of $13.6 million of unfavorable foreign exchange, organic net sales of $888.2 million fell 3.4 percent versus the prior year.
Net loss from continuing operations of $(29.7) million and diluted loss per share from continuing operations of $(0.56) in the first quarter of fiscal 2019 compared to net income from continuing
operations of $40.0 million and diluted income per share from continuing operations of $1.24 in the prior year primarily due to the recapture of $29.0 million of non-cash depreciation and amortization charges for the Home & Personal Care division not recorded last year due to the segment being classified as held for sale, as well as a net income tax benefit in the first quarter of 2018 attributable to U.S. tax reform.
Adjusted diluted loss per share from continuing operations of $(0.20) in the first quarter of fiscal 2019 decreased versus adjusted diluted earnings per share of $0.68 last year predominantly due to the one-time recapture of $29.0 million, or $0.41, of non-cash depreciation and amortization charges for the Home & Personal Care business not recorded last year due to the segment being classified as held for sale, as well as lower volumes and an income tax benefit in last year’s first quarter due to US. tax reform.
Operating income of $24.8 million in the first quarter of fiscal 2019 compared to operating income of $51.3 million last year primarily due to lower volume and the one-time recapture of $29.0 million of non-cash depreciation and amortization charges for the Home & Personal Care division not recorded last year due to the segment being classified as held for sale, partially offset by lower acquisition and integration and restructuring charges.
Adjusted EBITDA of $115.3 million in the first quarter of fiscal 2019 decreased 13.1 percent compared to $132.7 million in fiscal 2018.
Adjusted EBITDA margin of 13.2 percent in the first quarter of fiscal 2019 decreased 120 basis points compared to 14.4 percent in fiscal 2018 primarily due to higher advertising spending, increased distribution costs and unfavorable mix.
“Our first quarter results were generally consistent with our expectations,” said Mr. Maura. “Similar to the cadence Spectrum Brands has experienced in recent years, we expect fiscal 2019 will have a stronger second half than first half primarily due to the seasonality of Home & Garden and Hardware & Home Improvement, with the first quarter being our smallest quarter for sales and adjusted EBITDA.
“We are encouraged with the 2 percent organic top-line growth of our Pet business, led by strength in its large U.S. market as we continue the turnaround to improve the segment’s performance in Europe,” he said. “Our Home & Personal Care results were consistent with our expectation of a slow start to this year as we focus on improving business fundamentals, anniversary difficult first half comparisons, and look to sequential improvement in 2019 primarily from new distribution wins and market share gains supported by new product introductions.
“As we stabilize our Home & Personal Care business this year, we are stepping up investments to accelerate innovation and increase marketing support behind our strong and well-known brands, including our just announced 5-year partnership between Remington and Manchester United,” Mr. Maura said. “We believe this alliance will be an outstanding opportunity to showcase the depth and strength of our Remington line worldwide, and begin the process of further strengthening the incredible brand equity of this business.
“HHI had a difficult comparison with last year’s 13 percent sales growth that was largely driven by hurricane-related recovery revenue, two significant, non-repeating promotional load-ins last year and a softer housing market this year,” he said. “Despite recent housing trends, we continue to expect a solid performance from HHI in fiscal 2019.
“We reiterate our fiscal 2019 adjusted EBITDA guidance of $560 to $580 million,” Mr. Maura said, “and note that this outlook includes significant increases in investment spending in advertising, new product development and marketing to improve both the vitality and strength of our product offering.
“During 2018 and early 2019, we have undertaken significant
management, operational and strategic changes and investments that are expected to create a more focused and financially stronger business that is well positioned for the future,” Mr. Maura said.
Fiscal 2019 First Quarter Consolidated Financial Results from Continuing Operations
Net sales of $874.6 million in the first quarter of fiscal 2019 decreased 4.9 percent compared to $919.6 million in fiscal 2018. Excluding the impact of $13.6 million of unfavorable foreign exchange, organic net sales fell 3.4 percent.
Gross profit and gross profit margin in the first quarter of fiscal 2019 were $305.3 million and 34.9 percent, respectively, compared to $318.4 million and 34.6 percent, respectively, last year. The gross profit margin percentage increase was primarily due to product mix.
Operating expenses of $280.5 million in the first quarter of fiscal 2019 increased compared to $267.1 million in the prior year principally due to the one-time recapture of $29.0 million of non-cash depreciation and amortization charges for the Home & Personal Care division not recorded last year due to the segment being classified as held for sale, partially offset by lower acquisition and integration and restructuring charges. Operating income of $24.8 million decreased compared to operating income of $51.3 million last year.
Net loss from continuing operations was $(29.7) million, or $(0.56) diluted loss per share, in the first quarter of fiscal 2019 on average diluted shares and common stock equivalents outstanding of 53.4 million. In the first quarter of fiscal 2018, net income from continuing operations was $40.0 million, or $1.24 diluted income per share, on average diluted shares and common stock equivalents outstanding of 32.6 million. Adjusted diluted loss per share from continuing operations of $(0.20) in the first quarter of fiscal 2019 fell versus adjusted diluted EPS of $0.68 last year
due to the one-time recapture of $29.0 million of non-cash depreciation and amortization charges for the Home & Personal Care business not recorded last year due to the segment being classified as held for sale, as well as lower volumes and an income tax benefit in last year’s first quarter due to US. tax reform.
Adjusted EBITDA of $115.3 million in the first quarter of fiscal 2019 decreased 13.1 percent compared to $132.7 million in fiscal 2018. Reported adjusted EBITDA margin fell 120 basis points to 13.2 percent compared to 14.4 percent last year.
Fiscal 2019 First Quarter Segment Level Data Compared to Prior Year
Hardware & Home Improvement (HHI)
Three Month Periods Ended
(in millions, except %)
Dec. 30, 2018
Dec. 31, 2017
Operating Income Margin
Adjusted EBITDA Margin
Lower first quarter net sales were driven primarily by the absence of strong prior-year U.S. hurricane recovery demand across residential security, plumbing and builders’ hardware, as well as initial orders from new customer wins last year in residential security, and recent softness in housing markets. Excluding unfavorable foreign exchange impacts of $1.6 million, organic net sales decreased 5.9 percent.
Increases in first quarter operating income and margin were primarily a result of reduced restructuring costs. Lower adjusted EBITDA and margin were largely due to lower volumes and operating expense deleveraging.
Home & Personal Care (HPC)
Reduced first quarter net sales were driven primarily by lower global personal care revenues and, to a lesser extent, global small appliances revenues. Personal care category sales fell double-digit in the U.S. primarily due to prior-year distribution losses in mass and food/drug categories, e-commerce channel softness and, to a lesser extent in Europe as a result of Brexit-related, soft consumer demand in the U.K. Net sales for the small appliances product category decreased predominantly as a result of e-commerce category softness in the U.S. and in Europe also primarily from Brexit-related, soft consumer demand in the U.K. Excluding unfavorable foreign exchange impacts of $10.2 million, organic net sales decreased 4.3 percent.
The operating loss and negative margin as well as decreased adjusted EBITDA and EBITDA margin were driven by the recapture of $29.0 million of non-cash depreciation and amortization charges not recorded
last year due to the segment being held for sale, as well as lower sales and incremental advertising spending.
Global Pet Supplies (PET)
Higher first quarter net sales increased primarily due to a double-digit increase in U.S. companion animal revenues, predominantly dog chews and treats, partly offset by lower aquatics sales in the U.S. and in Europe, which also experienced lower branded dog and cat food sales. Excluding unfavorable foreign exchange impacts of $1.8 million, organic net sales increased 2.0 percent.
Lower operating income, adjusted EBITDA and margins were primarily driven by unfavorable product mix and higher distribution costs.
Home & Garden (H&G)
First quarter net sales were higher in the same period last year as a result of strong household control and repellent revenues in Puerto Rico in the aftermath of Hurricane Maria.
Lower operating income and margin were predominantly driven by unfavorable product mix and higher input costs. Decreased adjusted EBITDA and margin were primarily due to the timing of seasonal production, unfavorable product mix and higher input costs.
Effective with the first quarter of fiscal 2019, the Company (i) classified its Home & Personal Care division, consisting of Personal Care and Small Appliances businesses, as continuing operations and as a reporting segment; and (ii) classified its Global Auto Care business as held for sale and reported as discontinued operations. Spectrum Brands completed the divestiture of its Global Battery and Lighting discontinued operations, effective January 2, 2019, which was previously classified as held for sale and included as a component of discontinued operations, and its Global Auto Care business on January 28, 2019. The
Company’s Hardware & Home Improvement, Global Pet Supplies and Home & Garden businesses continue to be presented as continuing operations and reporting segments along with Home & Personal Care.
Liquidity and Debt
Spectrum Brands completed the first quarter of fiscal 2019 with a solid liquidity position, including a cash balance of approximately $252 million and more than $664 million available on its $800 million Cash Flow Revolver.
As of the end of the first quarter of fiscal 2019, the Company had approximately $4,800 million of debt outstanding, consisting of $114 million drawn on its Cash Flow Revolver, a series of secured Term Loans in the aggregate amount of $1,232 million, $3,196 million of senior unsecured notes, and approximately $258 million of capital leases and other obligations.
In January 2019, the Company prepaid in full all of its U.S. term loans totaling $1.23 billion, repaid $114 million on its Cash Flow Revolver, and redeemed all $890 million of its 7.75% senior unsecured notes using proceeds from its battery and auto care business divestitures. As a result of this combined debt reduction of more than $2.2 billion, pro forma as of December 30, 2018 using trailing 4 fiscal-quarter EBITDA for continuing operations, gross leverage and net leverage were approximately 4.6 times and 3.1 times, respectively, down from 5.8 times and 5.2 times, respectively, at the end of fiscal 2018. The Company continues to expect to end fiscal 2019 with leverage of approximately 3.5 times.
Fiscal 2019 Outlook
Spectrum Brands expects reported net sales growth from continuing operations in fiscal 2019 due to innovation, increased marketing investments, pricing actions (including tariff-related increases which are now expected to go into effect on March 1, 2019 for purposes of this outlook), and market share gains. The impact from foreign exchange on net sales is now expected to have a negative impact of approximately 150 basis points based upon current rates.
Fiscal 2019 adjusted EBITDA from continuing operations is expected to be between $560-$580 million. Capital expenditures from continuing operations are expected to be between $70-$75 million.
Conference Call/Webcast Scheduled for 9:00 A.M. Eastern Time Today
Spectrum Brands will host an earnings conference call and webcast at 9:00 a.m. Eastern Time today, February 7. To access the live conference call, U.S. participants may call 877-556-5260 and international participants may call 973-532-4903. The conference ID number is 6571108. A live webcast and related presentation slides will be available by visiting the Event Calendar page in the Investor Relations section of Spectrum Brands’ website at
A replay of the live webcast also will be accessible through the Event Calendar page in the Investor Relations section of the Company’s website. A telephone replay of the conference call will be available through February 21. To access this replay, participants may call 855-859-2056 and use the same conference ID number.
About Spectrum Brands Holdings, Inc.
Spectrum Brands, a member of the Russell 1000 Index, is a global and diversified consumer products company and a leading supplier of residential locksets, residential builders’ hardware, plumbing, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn and garden and home pest control products, and personal insect repellents. Helping to meet the needs of consumers worldwide, our Company offers a portfolio of market-leading, well-known and widely trusted brands including Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®, Remington®, George Foreman®, Black + Decker®, Tetra®, Marineland®, GloFish®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS® and Eukanuba® (Europe only), Healthy-Hide®, Digest-eeze™, DreamBone®, SmartBones®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag® and Liquid Fence®.
For more information, visit
Management believes that certain non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Management believes that organic net sales provide for a more complete understanding of underlying business trends of regional and segment performance by excluding the impact of currency exchange rate fluctuations and the impact of acquisitions. In addition, within this release, including the supplemental information attached hereto, reference is made to adjusted diluted EPS, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), and adjusted EBITDA margin. Adjusted EBITDA is a metric used by management to evaluate segment performance and frequently used by the financial community which provides insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA also is one of the measures used for determining compliance with the Company’s debt covenants. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period. Adjusted EBITDA margin reflects adjusted EBITDA as a percentage of net sales of the Company. Organic adjusted EBITDA excludes the impact of currency exchange rate fluctuations and acquisitions. The Company’s management uses adjusted diluted EPS as one means of analyzing the Company’s current and future financial performance and identifying trends in its financial condition and results of operations. Management believes that adjusted diluted EPS is a useful measure for providing further insight into our operating performance because it eliminates the effects of certain items that are not comparable from one period to the next. An income tax adjustment is included in adjusted diluted EPS to exclude the impact of the valuation allowance against deferred taxes and other tax-related items in order to reflect a normalized ongoing effective tax rate. The Company provides this information to investors to assist in comparisons of past, present and future operating results and to assist in highlighting the results of on-going operations. While the
Company’s management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace the Company’s GAAP financial results and should be read in conjunction with those GAAP results. Other Supplemental Information has been provided to demonstrate reconciliation of non-GAAP measurements discussed above to most relevant GAAP financial measurements.
This document contains, and certain oral and written statements made by our representatives from time to time may contain, forward-looking statements, including, without limitation, statements made under “Fiscal 2019 Outlook”, other statements regarding the Company’s ability to meet its expectations for its fiscal 2019 and 2020 and the Company’s share repurchase program, for which the manner of purchase, the number of shares to be purchased and the timing of purchases will be based on a number of factor including the price of the Company’s common stock, general business and market conditions and applicable legal requirements, and is subject to the discretion of the Company's management and may be discontinued at any time.
We have tried, whenever possible, to identify these statements by using words like “future,” “anticipate”, “intend,” “plan,” “estimate,” “believe,” “belief,” “expect,” “project,” “forecast,” “could,” “would,” “should,” “will,” “may,” and similar expressions of future intent or the negative of such terms. These statements are subject to a number of risks and uncertainties that could cause results to differ materially from those anticipated as of the date of this release.
Actual results may differ materially as a result of
(1) the impact of our indebtedness on our business, financial condition and results of operations; (2) the impact of restrictions in our debt instruments on our ability to operate our business, finance our capital needs or pursue or expand business strategies; (3) any failure to comply with financial covenants and other provisions and restrictions of our debt instruments; (4) the impact of actions taken by significant stockholders; (5) the impact of fluctuations in commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers’ willingness to advance credit; (6) interest rate and exchange rate fluctuations; (7) the loss of significant reduction in, or dependence upon, sales to any significant retail customer(s); (8) competitive promotional activity or spending by competitors, or price reductions by competitors; (9) the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive brands; (10) the effects of general economic conditions, including inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or
changes in trade, tariff, monetary or fiscal policies in the countries where we do business; (11) changes in consumer spending preferences and demand for our products; (12) our ability to develop and successfully introduce new products, protect our intellectual property and avoid infringing the intellectual property of third parties; (13) our ability to successfully implement, achieve and sustain manufacturing and distribution cost efficiencies and improvements, and fully realize anticipated cost savings; (14) the seasonal nature of sales of certain of our products; (15) the effects of climate change and unusual weather activity; (16) the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations); (17) public perception regarding the safety of products that we manufacture and sell, including the potential for environmental liabilities, product liability claims, litigation and other claims related to products manufactured by us and third parties; (18) the impact of pending or threatened litigation; (19) the impact of cybersecurity breaches or our actual or perceived failure to protect company and personal data; (20) changes in accounting policies applicable
to our business; (21) our ability to utilize net operating loss carry-forwards to offset tax liabilities from future taxable income; (22) government regulations; (23) the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring activities; (24) our inability to successfully integrate and operate new acquisitions at the level of financial performance anticipated; (25) the unanticipated loss of key members of senior management; (26) the effects of political or economic conditions, terrorist attacks, acts of war or other unrest in international markets; and (27) the other risk factors set forth in the securities filings of Spectrum Brands Holdings, Inc.,
including the most recently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q.
Spectrum Brands also cautions the reader that its estimates of trends, market share, retail consumption of its products and reasons for changes in such consumption are based solely on limited data available to Spectrum Brands and management’s reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market.
Spectrum Brands also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this release.
Spectrum Brands undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.
SPECTRUM BRANDS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in millions, except per share amounts)
Cost of goods sold
Restructuring and related charges
General and administrative
Research and development
Acquisition and integration related charges
Total operating expenses
Other non-operating expense (income) , net
Loss from continuing operations before income taxes
Income tax benefit
Net (loss) income from continuing operations
(Loss) Income from discontinued operations, net of tax
Net income attributable to non-controlling interest
Net (loss) income attributable to controlling interest
Amounts attributable to controlling interest
Net (loss) income from continuing operations attributable to controlling interest
Net (loss) income from discontinued operations attributable to controlling interest
Earnings Per Share
Basic earnings per share from continuing operations
Basic earnings per share from discontinued operations
Diluted earnings per share from continuing operations
Diluted earnings per share from discontinued operations
Weighted Average Shares Outstanding
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
Cash flows from operating activities
(Loss) income from discontinued operations, net of tax
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization
Share based compensation
Purchase accounting inventory adjustment
Pet safety recall inventory write-off
Amortization of debt issuance costs and debt discount
Dividends from subsidiaries classified as discontinued operations
Deferred tax benefit
Net changes in operating assets and liabilities
Net cash used by operating activities from continuing operations
Net cash (used) provided by operating activities from discontinued operations
Cash flows from investing activities
Purchases of property, plant and equipment
Proceeds from sales of property, plant and equipment
Proceeds from sale of HRG Insurance Operations
Net cash (used) provided by investing activities from continuing operations
Net cash used by investing activities from discontinued operations
Cash flows from financing activities
Proceeds from issuance of debt
Payment of debt
Payment of debt issuance costs
Treasury stock purchases
Purchases of subsidiary stock, net
Dividends paid to shareholders
Dividends paid by subsidiary to non-controlling interest
Share based award tax withholding payments, net of proceeds upon vesting
Other financing activities, net
Net cash used by financing activities from continuing operations
Net cash (used) provided by financing activities from discontinued operations
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net change in cash, cash equivalents and restricted cash
Net change in cash, cash equivalents and restricted cash in discontinued operations
Net change in cash, cash equivalents and restricted cash in continuing operations
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)
Sept. 30, 2018
Cash and cash equivalents
Trade receivables, net
Prepaid expenses and other current assets
Current assets of business held for sale
Total current assets
Property, plant and equipment, net
Deferred charges and other
Intangible assets, net
Liabilities and Shareholders' Equity
Current portion of long-term debt
Accrued wages and salaries
Other current liabilities
Current liabilities of business held for sale
Total current liabilities
Long-term debt, net of current portion
Deferred income taxes
Other long-term liabilities
Total liabilities and equity
OTHER SUPPLEMENTAL INFORMATION (Unaudited)
ADJUSTED DILUTED EPS
diluted EPS excluding the effect of one-time, non-recurring activity and volatility associate
d with o
e tax expense.
The Company believes that adjusted diluted EPS provides further insight and comparability in operating performance as it eliminates the effects of certain items that are not comparabl
e from one period to the next.
Adjustments to diluted EPS include
associated with the per share impact from the HRG Merger, including
e in weighted average shares from the incremental shares issued to execute the HRG Merger share exchange with Spectrum’s non-controlling interest
plus the inclusion of
non-controlling interest in Spectrum
by HRG Group, Inc. (“HRG”)
prior to the consolidation of the shareholder group
and recognition of Spectrum as a wholly-owned business after completion of the HRG Merger
acquisition and integration costs that consist of transaction costs from nonrecurring acquisition t
ransactions during the period and/or
subsequent integration related project costs directly associated with the acquired busin
Divestiture related transaction costs that are recognized in continuing operations due to the change in plan to cease marketing and selling of the HPC business;
restructuring and related costs, which consist of project costs associated with restr
ucturing initiatives across
purchase accounting inventory adjustments recognized in earnings
subsequent to an acquisition;
non-cash asset impairments or write-offs
of intangible assets, goodwill, or property plant and equipment
estimated costs from
a non-recurring voluntary recall of rawhid
e product by the PET segment;
transaction costs as
sociated with the HRG Merger;
non-recurring HRG net operating costs that consist of redundant and duplicative costs
from the legacy HRG corporate operations
that are eliminated post
HRG Merger transaction date of July 13, 2018,
including compensation and benefits, directors fees, pr
ofessional fees, insurance,
company costs, among others
; also including other non-recurring interest income, a one-time fee for the termination of the HRG New York corporate home office lease and the one-time termination fee of HRG legacy pension plan.
interest costs associated with HRG-
other adjustments primarily consisting of incremental costs for separation of key senior executives, costs attributable to flood damage at the Company’s
in Middleton, Wisconsin, and certain fines and penalties from customers for delayed shipments following the
of a PET distribution center consolidation in EMEA for the three month period ended December 30, 2018.
Income tax adjustment to diluted EPS is to exclude the impact of adjusting the valuation allowance against deferred taxes and other tax related items in ord
for the three month periods ended December
30, 2018 and December 31, 2017, respectively
, net of adjustments made to diluted EPS
enacted corporate tax rate in the United States.
The following is a reconciliation of
to adjusted diluted EPS
Diluted earnings per share from continuing operations, as reported
HRG Merger share exchange proforma adjustment
Acquisition, divestiture and integration related charges
HRG merger related transaction costs
Non-recurring HRG net operating costs
Interest cost on HRG debt
Diluted earnings per share from continuing operations, as adjusted
The weighted average shares and adjusted earnings per share data
the three month period ended December 31, 2017,
to reflect the reverse stock split and share exchange
of the HRG Merger, which closed on July 1
For the three month period ended
, 2017, the weighted average shares was adjusted u
sing (i) the 20-trading-day volume-weighted average price per share of Spectr
um common stock ending on Jul
, 2018, (ii) the number of shares of Spectrum common stock outstanding, the number of shares of Spectrum common stock held by HRG and its subsidiaries and the number of shares of Spectrum common stock outstanding as of July 12, 2018, (iii) $328.2 million of HRG net indebtedness and transaction expense at closing, and (iv) a $200.0 million upward adjustment contemplated by the Merger Agreement, each HRG stockholder receive
approximately 0.1613 of a share of the post-Merger combined company stock for each share of pre-Merger common stock.
The following is a recalculation of the weighted average shares adjusted for the impact of the reverse stock split and share exchange for the three
Three month period ended
Spectrum weighted average shares
Spectrum weighted average shares owned by HRG
Spectrum weighted average shares owned by third parties (A)
HRG weighted average shares
HRG share conversion at 1 to 0.1613 (B)
Total weighted average shares (A + B)
following summarizes acquisition
and integration related charges for the three
Other integration related charges
HPC divestiture related charges
The following summarizes restructuring and related charges
HHI distribution center consolidation
PET rightsizing initiative
Other restructuring activities
Total restructuring and related charges
SALES AND ORGANIC
The following is a summary of net s
ales by segment for the three
ales excluding the effect of changes in foreign currency ex
change rates and acquisitions.
We believe this non-GAAP measure provides useful information to investors because it reflects regional and operating segment performance from our activities without the effect of changes in currency exch
ange rate and/or acquisitions.
We use organic net sales as one measure to monitor and evaluate our reg
ional and segment performance.
Organic growth is calculated by comparing org
anic net sales to reported net s
ales in the prior year.
The effect of changes in currency exchange rates is determin
ed by translating the period’s net s
ales using the currency exchange rates that were in effect
during the prior period.
ales are attributed to the geographic regions based on the count
ry of destination.
We exclude net s
ales from acquired businesses in the current year for which there are no comparable sa
les in the prior period.
The following is a reconciliation of reported sales to organic sales for the three
compared to reported net s
ales for the three
Effect of Changes in Currency
ADJUSTED EBITDA MARGIN
(Earnings Before Interest, Taxes, Depreciation, Amortization)
that we believe
provides useful information to investors because it reflects ongoing operating performance and trends of our segments excluding certain non-cash based expenses and/or non-recurring items during each of the comparable periods and facilitates comparisons between peer companies since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capita
djusted EBITDA is a measure used for determini
ng the Company’s debt covenant.
EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intan
gible assets) from net income.
djusted EBITDA further excludes
Stock based and other incentive compensation costs that consist of costs associated with long-term compensation arrangements and other equity based compensation based upon achievement of long-term performance metrics; and generally consist of non-cash, stock-based compensation. During the three month period ended December 30, 2018, the Company issued certain incentive bridge awards due to changes in the Company’s long-term
plans that allow for cash based payment upon employee election, which are included in the adjustment, but would not qualify for shared-based compensation
Acquisition and integration related charges that consist of transaction costs from qualifying acquisition transactions during the period, or subsequent integration related project costs directly associated with an acquired business;
Restructuring and related charges, which consist of project costs associated with restructuring initiatives across the segments;
Non-cash purchase accounting inventory adjustments recognized in earnings from continuing operations subsequent to an acquisition (when applicable);
Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations (when applicable);
Incremental costs associated with a safety recall in the PET segment.
Transactions costs directly associated with the Spectrum Merger during the three month period ended December 31, 2017;
Non-recurring HRG net operating costs during the period ended December 31, 2017, considered to be redundant or duplicative as a result of the Spectrum Merger and not considered a component of the continuing commercial products company post-merger, including compensation and benefits, directors fees, professional fees, insurance, public company costs, amongst others, and including interest and other non-recurring income that will ultimately be eliminated following the transaction; and
Other adjustments primarily consisting of incremental costs for separation of key senior executives, costs attributable to flood damage at the Company’s
Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of reported net sales for t
he respective period.
tion of reported net income to a
djusted EBITDA for the three month periods ended
, including the calculation of a
argin for each of the respective periods
Three Month Period Ended Dec. 30, 2018 (in millions, except %)
Net income (loss) from continuing operations
Three Month Period Ended Dec. 31, 2017 (in millions, except %)
Net income from continuing operations
Inventory acquisition step-up
Spectrum merger related transaction charges
Non-recurring HRG operating costs and interest income
tion of forecasted net income to a
fiscal year ending September 30, 2019.
Income tax expense
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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