Spectrum Brands Holdings Reports Fiscal 2019 Second Quarter Results from Continuing Operations and Reiterates Full-Year Guidance
- Reported and Organic Sales Growth of 3% and 5%
- Repurchased 8.6% of Common Shares Outstanding
- Significant Deleveraging from Debt Reduction Totaling
$2.4 Billion
“Our Q2 results, highlighted by strong and broad-based top-line growth,
met our expectations, and we remain on track to deliver full-year
adjusted EBITDA within our guidance range of
Fiscal 2019 Second Quarter Highlights from Continuing Operations |
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Three Month Periods Ended | |||||||||||
(in millions, except per share and %) | March 31, 2019 | March 31, 2018 | Variance | ||||||||
Net Sales | $ | 906.7 | $ | 882.6 | $ | 24.1 | 2.7% | ||||
Gross Profit | 305.5 | 306.0 | (0.5) | (0.2%) | |||||||
Operating Income | 41.6 | 31.3 | 10.3 | 32.9% | |||||||
Net Loss from continuing operations | (54.0) | (34.7) | (19.3) | 55.6% | |||||||
Diluted EPS from continuing operations | $ | (1.06) | $ | (1.00) | $ | (0.06) | 6.0% | ||||
Non-GAAP Operating Metrics | |||||||||||
Adjusted EBITDA from continuing operations | $ | 115.6 | $ | 115.9 | $ | (0.3) | (0.3%) | ||||
Adjusted EPS from continuing operations | $ | 0.26 | $ | 0.49 | $ | (0.23) | (46.9%) | ||||
-
Net sales growth was led by a 14% increase in Home & Garden and strong
growth in Hardware & Home Improvement. Organic net sales increased
4.9%, excluding
$19.3 million of unfavorable foreign exchange, with all four divisions delivering organic sales growth. - Gross profit margin decreased 100 basis points primarily due to input cost inflation and unfavorable product mix, partially offset by pricing.
- Operating income increased as a result of lower acquisition, integration and restructuring charges. Operating margin expanded 100 basis points.
- Increased net loss and diluted loss per share were driven by one-time interest charges related to early debt extinguishment and foreign exchange losses associated with multi-currency divestiture loans, partially offset by lower restructuring and acquisition and integration expense and a larger income tax benefit.
- Lower adjusted diluted EPS was attributable to higher operating expenses driven by a year-over-year change in stock-based compensation and higher interest costs from assumed HRG debt.
-
Adjusted EBITDA of
$115.6 million was essentially unchanged. Growth in Home & Garden and Hardware & Home Improvement, as well as lower corporate expenses and investment income, was offset by decreases in Home &Personal Care and Global Pet Supplies . - Adjusted EBITDA margin fell 40 basis points driven primarily by increased distribution costs and unfavorable mix.
-
Income from discontinued operations, net of tax, was
$783.6 million as a result of the completion of the Global Battery & Lighting and Global Auto Care divestitures in January of 2019.
“Significant, value-creating actions were completed in the second quarter,” Mr. Maura said, “that accelerate Spectrum Brands’ transformation in 2019 into a meaningfully stronger and more focused consumer products company poised to resume profitable growth in 2020 and drive long-term value creation.
“We quickly used
“We are currently conducting a detailed analysis of our global operating
model to identify opportunities for significant performance improvement
and operating efficiencies across our businesses as we seek to position
the new
Fiscal 2019 Second Quarter Segment Level Data | ||||||||||||
Hardware & Home Improvement (HHI) | ||||||||||||
Three Month Periods Ended | ||||||||||||
(in millions, except %) | March 31, 2019 | March 31, 2018 | Variance | |||||||||
Net Sales | $ | 331.1 | $ | 318.5 | $ | 12.6 | 4.0% | |||||
Operating Income | 44.4 | 19.6 | 24.8 | 126.5% | ||||||||
Operating Income Margin | 13.4% | 6.2% | 720 | bps | ||||||||
Adjusted EBITDA | $ | 52.7 | $ | 45.5 | $ | 7.2 | 15.8% | |||||
Adjusted EBITDA Margin | 15.9% | 14.3% | 160 | bps | ||||||||
Increased net sales were driven by growth in U.S. residential security,
plumbing and builders’ hardware along with significant improvements in
shipping performance at the
Improved operating income and margin were driven largely by reduced restructuring costs. Higher adjusted EBITDA and margin were primarily a result of increased volumes, productivity improvements and strong expense controls.
Home & Personal Care (HPC) |
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Three Month Periods Ended | ||||||||||||
(in millions, except %) | March 31, 2019 | March 31, 2018 | Variance | |||||||||
Net Sales | $ | 221.7 | $ | 231.1 | $ | (9.4) | (4.1%) | |||||
Operating Income | (6.8) | 14.2 | (21.0) | (147.9%) | ||||||||
Operating Income Margin | (3.1%) | 6.1% | (920) | bps | ||||||||
Adjusted EBITDA | $ | 4.5 | $ | 20.1 | $ | (15.6) | (77.6%) | |||||
Adjusted EBITDA Margin | 2.0% | 8.7% | (670) | bps | ||||||||
Reduced net sales were driven primarily by lower personal care revenues,
partly offset by improved small appliances revenues. Personal care sales
fell in the U.S. predominantly as a result of prior-year hair care
distribution losses in mass and food/drug channels and in
The operating loss compared to last year was partly attributable to the absence of depreciation and amortization charges in the prior year due to the segment being classified as held for sale. In addition, the decline in operating income and operating income margin, as well as adjusted EBITDA and adjusted EBITDA margin, was impacted by increased marketing investments, reduced personal care volumes, unfavorable product mix, transaction foreign exchange, and higher input costs.
Global Pet Supplies (PET) |
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Three Month Periods Ended | ||||||||||||
(in millions, except %) | March 31, 2019 | March 31, 2018 | Variance | |||||||||
Net Sales | $ | 214.9 | $ | 211.2 | $ | 3.7 | 1.8% | |||||
Operating Income | 19.7 | 14.9 | 4.8 | 32.2% | ||||||||
Operating Income Margin | 9.2% | 7.1% | 210 | bps | ||||||||
Adjusted EBITDA | $ | 32.8 | $ | 35.7 | $ | (2.9) | (8.1%) | |||||
Adjusted EBITDA Margin | 15.3% | 16.9% | (160) | bps | ||||||||
Increased net sales were attributable to strong growth in U.S. companion
animal revenues, predominantly dog chews and treats, partly offset by
lower U.S. aquatics sales and European pet food revenues. Excluding
unfavorable foreign exchange impacts of
Improved operating income and margin were largely driven by the absence of rawhide recall-related costs compared to last year and lower restructuring expense this year, partially offset by increased manufacturing and distribution costs. Reduced adjusted EBITDA and margin were primarily a result of increased manufacturing and distribution costs.
Home & Garden (H&G) |
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Three Month Periods Ended | ||||||||||||
(in millions, except %) | March 31, 2019 | March 31, 2018 | Variance | |||||||||
Net Sales | $ | 139.0 | $ | 121.8 | $ | 17.2 | 14.1% | |||||
Operating Income | 24.6 | 20.4 | 4.2 | 20.6% | ||||||||
Operating Income Margin | 17.7% | 16.7% | 100 | bps | ||||||||
Adjusted EBITDA | $ | 29.6 | $ | 25.3 | $ | 4.3 | 17.0% | |||||
Adjusted EBITDA Margin | 21.3% | 20.8% | 50 | bps | ||||||||
Significantly higher net sales, primarily from a double-digit increase in outdoor control category revenues, were driven by generally improved weather, distribution wins and strong early season home center orders.
Increased operating income, adjusted EBITDA and margins were predominantly a result of improved manufacturing efficiencies from higher volumes and pricing actions.
Liquidity and Debt
As of the end of the second quarter of fiscal 2019, the Company had
approximately
During the second quarter, the Company repurchased 4.6 million shares of
its common stock for
Fiscal 2019 Outlook for Continuing Operations
Adjusted EBITDA is expected to be between
Conference Call/Webcast Scheduled for
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
About
Non-GAAP Measurements
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.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.
Forward-Looking Statements
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 for Continuing Operations”, 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. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) |
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Three Month Periods Ended | Six Month Periods Ended | |||||||||||
(in millions, except per share amounts) | March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||||||||
Net sales | $ | 906.7 | $ | 882.6 | $ | 1,787.0 | $ | 1,804.9 | ||||
Cost of goods sold | 601.0 | 574.9 | 1,174.7 | 1,178.3 | ||||||||
Restructuring and related charges | 0.2 | 1.7 | 1.0 | 2.0 | ||||||||
Gross profit | 305.5 | 306.0 | 611.3 | 624.6 | ||||||||
Selling | 151.4 | 152.4 | 306.9 | 306.1 | ||||||||
General and administrative | 83.6 | 82.6 | 183.0 | 162.2 | ||||||||
Research and development | 11.2 | 11.5 | 22.3 | 23.0 | ||||||||
Acquisition and integration related charges | 5.3 | 9.6 | 11.6 | 14.9 | ||||||||
Restructuring and related charges | 12.4 | 18.6 | 20.5 | 35.5 | ||||||||
Total operating expenses | 263.9 | 274.7 | 544.3 | 541.7 | ||||||||
Operating income | 41.6 | 31.3 | 67.0 | 82.9 | ||||||||
Interest expense | 94.2 | 67.7 | 151.2 | 143.0 | ||||||||
Other non-operating expense (income), net | 24.1 | — | 24.8 | (0.7) | ||||||||
Loss from continuing operations before income taxes | (76.7) | (36.4) | (109.0) | (59.4) | ||||||||
Income tax benefit | (22.7) | (1.7) | (26.0) | (122.2) | ||||||||
Net (loss) income from continuing operations | (54.0) | (34.7) | (83.0) | 62.8 | ||||||||
Income from discontinued operations, net of tax | 783.6 | 11.3 | 700.4 | 492.7 | ||||||||
Net income (loss) | 729.6 | (23.4) | 617.4 | 555.5 | ||||||||
Net income attributable to non-controlling interest | 1.0 | 5.5 | 1.2 | 77.0 | ||||||||
Net income (loss) attributable to controlling interest | $ | 728.6 | $ | (28.9) | $ | 616.2 | $ | 478.5 | ||||
Amounts attributable to controlling interest | ||||||||||||
Net (loss) income from continuing operations attributable to controlling interest | $ | (55.0) | $ | (32.6) | $ | (84.2) | $ | 7.5 | ||||
Net income from discontinued operations attributable to controlling interest | 783.6 | 3.7 | 700.4 | 471.0 | ||||||||
Net income (loss) attributable to controlling interest | $ | 728.6 | $ | (28.9) | $ | 616.2 | $ | 478.5 | ||||
Earnings Per Share | ||||||||||||
Basic earnings per share from continuing operations | $ | (1.06) | $ | (1.00) | $ | (1.60) | $ | 0.23 | ||||
Basic earnings per share from discontinued operations | 15.13 | 0.11 | 13.32 | 14.52 | ||||||||
Basic earnings per share | $ | 14.07 | $ | (0.89) | $ | 11.72 | $ | 14.75 | ||||
Diluted earnings per share from continuing operations | $ | (1.06) | $ | (1.00) | $ | (1.60) | $ | 0.23 | ||||
Diluted earnings per share from discontinued operations | 15.13 | 0.11 | 13.32 | 14.42 | ||||||||
Diluted earnings per share | $ | 14.07 | $ | (0.89) | $ | 11.72 | $ | 14.65 | ||||
Weighted Average Shares Outstanding | ||||||||||||
Basic | 51.8 | 32.5 | 52.6 | 32.4 | ||||||||
Diluted | 51.8 | 32.5 | 52.6 | 32.7 | ||||||||
SPECTRUM BRANDS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) |
||||||
Six Month Periods Ended | ||||||
(in millions) | March 31, 2019 | March 31, 2018 | ||||
Cash flows from operating activities | ||||||
Net cash used by operating activities from continuing operations |
$ |
(279.7) |
$ |
(257.3) | ||
Net cash (used) provided by operating activities from discontinued operations | (254.0) | 71.5 | ||||
Net cash used by operating activities | (533.7) | (185.8) | ||||
Cash flows from investing activities | ||||||
Purchases of property, plant and equipment | (27.1) | (38.1) | ||||
Proceeds from sales of property, plant and equipment | 0.1 | 0.9 | ||||
Proceeds from sale of discontinued operations, net of cash | 2,854.4 | 1,520.2 | ||||
Net cash provided by investing activities from continuing operations | 2,827.4 | 1,483.0 | ||||
Net cash used by investing activities from discontinued operations | (5.3) | (185.1) | ||||
Net cash provided by investing activities | 2,822.1 | 1,297.9 | ||||
Cash flows from financing activities | ||||||
Proceeds from issuance of debt | 136.3 | 581.3 | ||||
Payment of debt, including premium on extinguishment | (2,479.9) | (998.0) | ||||
Payment of debt issuance costs | (0.1) | (0.3) | ||||
Treasury stock purchases | (268.5) | — | ||||
Purchases of subsidiary stock, net | — | (258.0) | ||||
Dividends paid to shareholders | (44.6) | — | ||||
Dividends paid by subsidiary to non-controlling interest | — | (19.7) | ||||
Share based award tax withholding payments, net of proceeds upon vesting | (2.5) | (22.7) | ||||
Other financing activities, net | — | 10.0 | ||||
Net cash used by financing activities from continuing operations | (2,659.3) | (707.4) | ||||
Net cash (used) provided by financing activities from discontinued operations | (2.3) | 118.5 | ||||
Net cash used by financing activities | (2,661.6) | (588.9) | ||||
Effect of exchange rate changes on cash and cash equivalents | (3.1) | 3.2 | ||||
Net change in cash, cash equivalents and restricted cash | (376.3) | 526.4 | ||||
Net change in cash, cash equivalents and restricted cash in discontinued operations | — | 37.7 | ||||
Net change in cash, cash equivalents and restricted cash in continuing operations | (376.3) | 488.7 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 561.4 | 254.8 | ||||
Cash, cash equivalents and restricted cash, end of period | $ | 185.1 | $ | 743.5 | ||
SPECTRUM BRANDS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) |
||||||
(in millions) | March 31, 2019 | Sept. 30, 2018 | ||||
Assets | ||||||
Cash and cash equivalents | $ | 176.2 | $ | 552.5 | ||
Trade receivables, net | 470.5 | 317.1 | ||||
Other receivables | 95.5 | 51.7 | ||||
Inventories | 776.2 | 583.6 | ||||
Prepaid expenses and other current assets | 66.3 | 63.2 | ||||
Current assets of business held for sale | — | 2,402.6 | ||||
Total current assets | 1,584.7 | 3,970.7 | ||||
Property, plant and equipment, net | 469.8 | 500.0 | ||||
Deferred charges and other | 161.0 | 231.8 | ||||
Investments | 237.9 | — | ||||
Goodwill | 1,449.3 | 1,454.7 | ||||
Intangible assets, net | 1,583.8 | 1,641.8 | ||||
Total assets | $ | 5,486.5 | $ | 7,799.0 | ||
Liabilities and Shareholders' Equity | ||||||
Current portion of long-term debt | $ | 16.1 | $ | 26.9 | ||
Accounts payable | 450.4 | 584.7 | ||||
Accrued wages and salaries | 50.3 | 55.1 | ||||
Accrued interest | 33.6 | 65.0 | ||||
Other current liabilities | 441.4 | 159.4 | ||||
Current liabilities of business held for sale | — | 537.6 | ||||
Total current liabilities | 991.8 | 1,428.7 | ||||
Long-term debt, net of current portion | 2,342.0 | 4,624.3 | ||||
Deferred income taxes | 88.5 | 35.0 | ||||
Other long-term liabilities | 135.6 | 121.4 | ||||
Total liabilities | 3,557.9 | 6,209.4 | ||||
Shareholders' equity | 1,919.1 | 1,581.3 | ||||
Noncontrolling interest | 9.5 | 8.3 | ||||
Total equity | 1,928.6 | 1,589.6 | ||||
Total liabilities and equity | $ | 5,486.5 | $ | 7,799.0 | ||
OTHER SUPPLEMENTAL
INFORMATION (Unaudited)
ADJUSTED DILUTED EPS
We define adjusted diluted EPS as reported diluted EPS excluding the effect of one-time, non-recurring activity and volatility associated with our income 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 comparable from one period to the next. Adjustments to diluted EPS include the following:
-
proforma adjustment associated with the per share impact from the
Spectrum Merger, including the change 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 income
attributable to non-controlling interest in Spectrum recognized by
HRG Group, Inc. (“HRG”) prior to the consolidation of the shareholder groups and recognition of Spectrum as a wholly-owned business after completion of the Spectrum Merger for the three and six month periods endedMarch 31, 2018 . - Transaction related charges consist of (1) transaction costs from qualifying acquisition transactions during the period, or subsequent integration related project costs directly associated with an acquired business; (2) post-divestiture separation costs consisting of incremental costs incurred by the continuing operations of the Company after completion of the GBL and GAC divestitures to facilitate separation of shared operations, development of transferred shared service operations, platforms and personnel transferred as part of the divestitures and exiting of TSAs and reverse TSAs with Energizer; (3) 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 restructuring initiatives across segments;
- unrealized gains and losses attributable to the Company’s investment in Energizer common stock, acquired as part of consideration received from the Company’s sale and divestiture of GAC to Energizer;
- foreign currency gains and losses attributable to multicurrency loans that were entered with foreign subsidiaries in exchange for the receipt of divestiture proceeds by the parent company through the distribution of the respective foreign subsidiaries’ net assets as part of the GBL and GAC divestitures. The Company has also entered into various hedging arrangements to mitigate the volatility of foreign exchange risk associated with such loans.
- 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 realized;
- estimated costs from a non-recurring voluntary recall of rawhide product by the PET segment;
- transaction costs associated with the Spectrum Merger;
-
non-recurring HRG net operating costs that consist of redundant and
duplicative costs from the legacy HRG corporate operations that are
eliminated post Spectrum Merger transaction date of
July 13, 2018 , including compensation and benefits, directors fees, professional fees, insurance, public 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-originated debt during the three
and six month periods ended
March 31, 2018 ; -
depreciation and amortization on long-lived assets from HPC that was
deferred during the three and six month periods ended
March 31, 2018 while considered held for sale (effectiveDecember 27, 2017 ) and subsequently reclassified as held for use during the three month period endedDecember 30, 2018 , resulting in the recognition of a cumulative true-up of amounts previously deferred; and -
other adjustments primarily consisting of costs attributable to
operating margin on H&G sales to GAC discontinued operations for the
three and six month periods ended
March 31, 2019 and 2018; expenses and cost recovery for flood damage at Company facilities inMiddleton, Wisconsin during the three and six month periods endedMarch 31, 2019 ; and certain fines and penalties for delayed shipments following the completion of a PET distribution center consolidation in EMEA during the six month period endedMarch 31, 2019 .
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 order to reflect a normalized ongoing effective tax
rate of 25.0% and 24.5% for the three and six month periods ended
Three Month Periods Ended | Six Month Periods Ended | |||||||||||
March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | |||||||||
Diluted EPS from continuing operations, as reported | $ | (1.06) | $ | (1.00) | $ | (1.60) | $ | 0.23 | ||||
Adjustments: | ||||||||||||
Spectrum Merger share exchange proforma adjustment | — | 0.38 | — | 0.88 | ||||||||
Transaction related charges | 0.10 | 0.17 | 0.22 | 0.27 | ||||||||
Restructuring and related charges | 0.24 | 0.37 | 0.41 | 0.67 | ||||||||
Debt refinancing costs | 0.98 | — | 0.96 | — | ||||||||
Unrealized loss on Energizer investment | 0.10 | — | 0.09 | — | ||||||||
Foreign currency loss on multicurrency divestiture loans | 0.42 | — | 0.41 | — | ||||||||
Purchase accounting inventory adjustment | — | — | — | 0.01 | ||||||||
Pet safety recall | — | 0.07 | 0.01 | 0.20 | ||||||||
Spectrum Merger related transaction costs | — | 0.29 | — | 0.34 | ||||||||
Non-recurring HRG net operating costs | — | 0.15 | — | 0.24 | ||||||||
Interest cost on HRG debt | — | 0.46 | — | 1.13 | ||||||||
Depreciation & amortization on HPC long-lived assets | — | (0.21) | 0.55 | (0.21) | ||||||||
Other | 0.02 | — | 0.08 | — | ||||||||
Income tax adjustment | (0.54) | (0.19) | (0.65) | (2.58) | ||||||||
Total adjustments | 1.32 | 1.49 | 2.08 | 0.95 | ||||||||
Diluted EPS from continuing operations, as adjusted | $ | 0.26 | $ | 0.49 | $ | 0.48 | $ | 1.18 | ||||
OTHER SUPPLEMENTAL
INFORMATION (Unaudited)
ADJUSTED DILUTED EPS (continued)
The weighted average shares and adjusted earnings per share data are
adjusted for the three and six month periods ended
Three Month Period | Six Month Period | |||||
(in millions, except per share amounts) | Ended March 31, 2018 | Ended March 31, 2018 | ||||
Spectrum weighted average shares | 57.1 | 57.4 | ||||
Spectrum weighted average shares owned by HRG | 34.3 | 34.3 | ||||
Spectrum weighted average shares owned by third parties (A) | 22.8 | 23.1 | ||||
HRG weighted average shares | 201.6 | 201.1 | ||||
HRG share conversion at 1 to 0.1613 (B) | 32.5 | 32.4 | ||||
Total weighted average shares (A + B) | 55.3 | 55.5 | ||||
The following summarizes transaction related charges for the three and
six month periods ended
Three Month Periods Ended | Six Month Periods Ended | |||||||||||
(in millions) | March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||||||||
HHI Integration | $ | 0.4 | $ | 1.9 | $ | 0.9 | $ | 4.6 | ||||
PetMatrix Integration | — | 2.1 | — | 3.7 | ||||||||
HPC divestiture related charges | 0.9 | 5.4 | 5.5 | 5.4 | ||||||||
GBL post divestiture separation costs | 2.5 | — | 2.5 | — | ||||||||
GAC post divestiture separation costs | 0.4 | — | 0.4 | — | ||||||||
Other integration related charges | 1.1 | 0.2 | 2.3 | 1.2 | ||||||||
Total | $ | 5.3 | $ | 9.6 | $ | 11.6 | $ | 14.9 | ||||
The following summarizes restructuring and related charges for the three
and six month periods ended
Three Month Periods Ended | Six Month Periods Ended | |||||||||||
(in millions) | March 31, 2019 | March 31, 2018 | March 31, 2019 | March 31, 2018 | ||||||||
Global productivity improvement plan | $ | 12.7 | $ | — | $ | 18.5 | $ | — | ||||
HHI distribution center consolidation | — | 13.6 | 2.3 | 28.8 | ||||||||
PET rightsizing initiative | — | 3.4 | — | 4.0 | ||||||||
Other restructuring activities | (0.1) | 3.3 | 0.7 | 4.7 | ||||||||
Total restructuring and related charges | $ | 12.6 | $ | 20.3 | $ | 21.5 | $ | 37.5 | ||||
OTHER SUPPLEMENTAL
INFORMATION (Unaudited)
NET SALES AND ORGANIC NET SALES
The following is a summary of net sales by segment for the three and six
month periods ended
Three Month Periods Ended | Six Month Periods Ended | |||||||||||||||||||||
(in millions, except %) | March 31, 2019 | March 31, 2018 | Variance | March 31, 2019 | March 31, 2018 | Variance | ||||||||||||||||
HHI | $ | 331.1 | $ | 318.5 | 12.6 | 4.0% | $ | 636.2 | $ | 644.4 | (8.2) | (1.3%) | ||||||||||
HPC | 221.7 | 231.1 | (9.4) | (4.1%) | 538.9 | 573.1 | (34.2) | (6.0%) | ||||||||||||||
PET | 214.9 | 211.2 | 3.7 | 1.8% | 419.6 | 413.6 | 6.0 | 1.5% | ||||||||||||||
H&G | 139.0 | 121.8 | 17.2 | 14.1% | 192.3 | 173.8 | 18.5 | 10.6% | ||||||||||||||
Net Sales | $ | 906.7 | $ | 882.6 | 24.1 | 2.7% | $ | 1,787.0 | $ | 1,804.9 | (17.9) | (1.0%) | ||||||||||
We define organic net sales as reported net sales excluding the effect
of changes in foreign currency exchange 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 exchange rate
and/or acquisitions. We use organic net sales as one measure to monitor
and evaluate our regional and segment performance. Organic growth is
calculated by comparing organic net sales to reported net sales in the
prior year. The effect of changes in currency exchange rates is
determined by translating the period’s net sales using the currency
exchange rates that were in effect during the prior period. Net sales
are attributed to the geographic regions based on the country of
destination. We exclude net sales from acquired businesses in the
current year for which there are no comparable sales in the prior
period. The following is a reconciliation of reported sales to organic
sales for the three and six month periods ended
March 31, 2019 | |||||||||||||||||
Three Month Periods Ended | Effect of Changes in | Organic | Net Sales | ||||||||||||||
(in millions, except %) | Net Sales | Currency | Net Sales | March 31, 2018 | Variance | ||||||||||||
HHI | $ | 331.1 | $ | 2.3 | $ | 333.4 | $ | 318.5 | $ | 14.9 | 4.7% | ||||||
HPC | 221.7 | 11.8 | 233.5 | 231.1 | 2.4 | 1.0% | |||||||||||
PET | 214.9 | 5.2 | 220.1 | 211.2 | 8.9 | 4.2% | |||||||||||
H&G | 139.0 | — | 139.0 | 121.8 | 17.2 | 14.1% | |||||||||||
Net Sales | $ | 906.7 | $ | 19.3 | $ | 926.0 | $ | 882.6 | 43.4 | 4.9% | |||||||
March 31, 2019 | |||||||||||||||||
Six Month Periods Ended | Effect of Changes in | Organic | Net Sales | ||||||||||||||
(in millions, except %) | Net Sales | Currency | Net Sales | March 31, 2018 | Variance | ||||||||||||
HHI | $ | 636.2 | $ | 3.9 | $ | 640.1 | $ | 644.4 | $ | (4.3) | (0.7%) | ||||||
HPC | 538.9 | 22.0 | 560.9 | 573.1 | (12.2) | (2.1%) | |||||||||||
PET | 419.6 | 7.0 | 426.6 | 413.6 | 13.0 | 3.1% | |||||||||||
H&G | 192.3 | — | 192.3 | 173.8 | 18.5 | 10.6% | |||||||||||
Total | $ | 1,787.0 | $ | 32.9 | $ | 1,819.9 | $ | 1,804.9 | 15.0 | 0.8% | |||||||
OTHER SUPPLEMENTAL
INFORMATION (Unaudited)
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, Amortization) is a non-GAAP metric used by management 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 capital structures and tax strategies. Further, adjusted EBITDA is a measure used for determining the Company’s debt covenant. EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income. Adjusted EBITDA further excludes the following:
-
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
March 31, 2019 , the Company issued certain incentive bridge awards due to changes in the Company’s long-term compensation plans that allow for cash based payment upon employee election which have been included in the adjustment but would not qualify for shared-based compensation expense; - Transaction related charges consist of (1) transaction costs from qualifying acquisition transactions during the period, or subsequent integration related project costs directly associated with an acquired business; (2) post-divestiture separation costs consisting of incremental costs incurred by the continuing operations of the Company after completion of the GBL and GAC divestitures to facilitate separation of shared operations, development of transferred shared service operations, platforms and personnel transferred as part of the divestitures and exiting of TSAs and reverse TSAs with Energizer; (3) 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 charges, which consist of project costs associated with restructuring initiatives across the segments;
- Unrealized gains and losses attributable to the Company’s investment in Energizer common stock, acquired as part of consideration received from the Company’s sale and divestiture of GAC to Energizer;
- Foreign currency gains and losses attributable to multicurrency loans that were entered with foreign subsidiaries in exchange for the receipt of divestiture proceeds by the parent company through the distribution of the respective foreign subsidiaries’ net assets as part of the GBL and GAC divestitures. The Company has also entered into various hedging arrangements to mitigate the volatility of foreign exchange risk associated with such loans.
- Incremental costs associated with a safety recall in PET.
- 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);
-
Transactions costs directly associated with the Spectrum Merger during
the three and six month periods ended
March 31, 2018 ; -
Non-recurring HRG net operating costs during the three and six month
periods ended
March 31, 2018 , 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 costs attributable to
operating margin on H&G sales to GAC discontinued operations for the
three and six month periods ended
March 31, 2019 and 2018; expenses and cost recovery for flood damage at Company facilities inMiddleton, Wisconsin during the three and six month periods endedMarch 31, 2019 ; and certain fines and penalties for delayed shipments following the completion of a PET distribution center consolidation in EMEA during the six month period endedMarch 31, 2019 .
Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of reported net sales for the respective period.
OTHER SUPPLEMENTAL
INFORMATION (Unaudited)
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (continued)
The following is a reconciliation of reported net income (loss) to
adjusted EBITDA for the three month periods ended
Three Month Period Ended March 31, 2019 (in millions, except %) | HHI | HPC | PET | H&G | Corporate | Consolidated | ||||||||||||
Net income (loss) from continuing operations | $ | 43.6 | $ | (6.6) | $ | 19.6 | $ | 24.7 | $ | (135.3) | $ | (54.0) | ||||||
Income tax benefit | — | — | — | — | (22.7) | (22.7) | ||||||||||||
Interest expense | — | — | — | — | 94.2 | 94.2 | ||||||||||||
Depreciation and amortization | 8.3 | 9.2 | 10.6 | 4.8 | 3.7 | 36.6 | ||||||||||||
EBITDA | 51.9 | 2.6 | 30.2 | 29.5 | (60.1) | 54.1 | ||||||||||||
Share and incentive based compensation | — | — | — | — | 17.3 | 17.3 | ||||||||||||
Transaction related charges | 0.4 | 0.9 | 0.3 | — | 3.7 | 5.3 | ||||||||||||
Restructuring and related charges | 0.4 | 1.3 | 2.3 | 0.3 | 8.3 | 12.6 | ||||||||||||
Unrealized loss on Energizer investment | — | — | — | — | 5.0 | 5.0 | ||||||||||||
Foreign currency loss on multicurrency divestiture loans | — | — | — | — | 21.8 | 21.8 | ||||||||||||
Other | — | (0.3) | — | (0.2) | — | (0.5) | ||||||||||||
Adjusted EBITDA | $ | 52.7 | $ | 4.5 | $ | 32.8 | $ | 29.6 | $ | (4.0) | $ | 115.6 | ||||||
Net Sales | $ | 331.1 | $ | 221.7 | $ | 214.9 | $ | 139.0 | $ | — | $ | 906.7 | ||||||
Adjusted EBITDA Margin | 15.9% | 2.0% | 15.3% | 21.3% | — | 12.7% | ||||||||||||
Three Month Period Ended March 31, 2018 (in millions, except %) | HHI | HPC | PET | H&G | Corporate | Consolidated | ||||||||||||
Net income (loss) from continuing operations | $ | 18.5 | $ | 14.6 | $ | 15.2 | $ | 20.5 | $ | (103.5) | $ | (34.7) | ||||||
Income tax benefit | — | — | — | — | (1.7) | (1.7) | ||||||||||||
Interest expense | — | — | — | — | 67.7 | 67.7 | ||||||||||||
Depreciation and amortization | 11.5 | — | 10.7 | 4.7 | 3.2 | 30.1 | ||||||||||||
EBITDA | 30.0 | 14.6 | 25.9 | 25.2 | (34.3) | 61.4 | ||||||||||||
Share based compensation | — | — | — | — | (3.1) | (3.1) | ||||||||||||
Transaction related charges | 1.9 | 5.3 | 2.1 | — | 0.3 | 9.6 | ||||||||||||
Restructuring and related charges | 13.6 | 0.2 | 3.8 | 0.2 | 2.5 | 20.3 | ||||||||||||
Pet safety recall | — | — | 3.9 | — | — | 3.9 | ||||||||||||
Spectrum merger related transaction charges | — | — | — | — | 16.1 | 16.1 | ||||||||||||
Non-recurring HRG operating costs and interest income | — | — | — | — | 7.8 | 7.8 | ||||||||||||
Other | — | — | — | (0.1) | — | (0.1) | ||||||||||||
Adjusted EBITDA | $ | 45.5 | $ | 20.1 | $ | 35.7 | $ | 25.3 | $ | (10.7) | $ | 115.9 | ||||||
Net Sales | $ | 318.5 | $ | 231.1 | $ | 211.2 | $ | 121.8 | $ | — | $ | 882.6 | ||||||
Adjusted EBITDA Margin | 14.3% | 8.7% | 16.9% | 20.8% | — | 13.1% | ||||||||||||
OTHER SUPPLEMENTAL
INFORMATION (Unaudited)
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (continued)
The following is a reconciliation of reported net income (loss) to
adjusted EBITDA for the six month periods ended
Six Month Period Ended March 31, 2019 (in millions, except %) | HHI | HPC | PET | H&G | Corporate | Consolidated | ||||||||||||
Net income (loss) from continuing operations | $ | 87.3 | $ | (14.7) | $ | 31.4 | $ | 22.8 | $ | (209.8) | $ | (83.0) | ||||||
Income tax benefit | — | — | — | — | (26.0) | (26.0) | ||||||||||||
Interest expense | — | — | — | — | 151.2 | 151.2 | ||||||||||||
Depreciation and amortization | 16.8 | 47.3 | 21.3 | 9.6 | 7.6 | 102.6 | ||||||||||||
EBITDA | 104.1 | 32.6 | 52.7 | 32.4 | (77.0) | 144.8 | ||||||||||||
Share and incentive based compensation | — | — | — | — | 23.2 | 23.2 | ||||||||||||
Transaction related charges | 0.9 | 5.5 | 0.9 | — | 4.3 | 11.6 | ||||||||||||
Restructuring and related charges | 3.2 | 1.5 | 4.9 | 1.0 | 10.9 | 21.5 | ||||||||||||
Pet safety recall | — | — | 0.6 | — | — | 0.6 | ||||||||||||
Unrealized loss on Energizer investment | — | — | — | — | 5.0 | 5.0 | ||||||||||||
Foreign currency loss on multicurrency divestiture loans | — | — | — | — | 21.8 | 21.8 | ||||||||||||
Other | — | (0.1) | 2.8 | (0.7) | 0.3 | 2.3 | ||||||||||||
Adjusted EBITDA | $ | 108.2 | $ | 39.5 | $ | 61.9 | $ | 32.7 | $ | (11.5) | $ | 230.8 | ||||||
Net Sales | $ | 636.2 | $ | 538.9 | $ | 419.6 | $ | 192.3 | $ | — | $ | 1,787.0 | ||||||
Adjusted EBITDA Margin | 17.0% | 7.3% | 14.8% | 17.0% | — | 12.9% | ||||||||||||
Six Month Period Ended March 31, 2018 (in millions, except %) | HHI | HPC | PET | H&G | Corporate | Consolidated | ||||||||||||
Net income from continuing operations | $ | 49.7 | $ | 47.2 | $ | 28.1 | $ | 21.4 | $ | (83.6) | $ | 62.8 | ||||||
Income tax benefit | — | — | — | — | (122.2) | (122.2) | ||||||||||||
Interest expense | — | — | — | — | 143.0 | 143.0 | ||||||||||||
Depreciation and amortization | 22.4 | 8.8 | 21.1 | 9.4 | 6.9 | 68.6 | ||||||||||||
EBITDA | 72.1 | 56.0 | 49.2 | 30.8 | (55.9) | 152.2 | ||||||||||||
Share based compensation | — | — | — | — | 1.4 | 1.4 | ||||||||||||
Transaction related charges | 4.6 | 5.6 | 4.2 | — | 0.5 | 14.9 | ||||||||||||
Restructuring and related charges | 28.8 | 0.2 | 4.4 | 0.2 | 3.9 | 37.5 | ||||||||||||
Inventory acquisition step-up | — | — | 0.8 | — | — | 0.8 | ||||||||||||
Pet safety recall | — | — | 11.1 | — | — | 11.1 | ||||||||||||
Spectrum merger related transaction charges | — | — | — | — | 18.9 | 18.9 | ||||||||||||
Non-recurring HRG operating costs and interest income | — | — | — | — | 12.2 | 12.2 | ||||||||||||
Other | — | — | — | (0.3) | (0.1) | (0.4) | ||||||||||||
Adjusted EBITDA | $ | 105.5 | $ | 61.8 | $ | 69.7 | $ | 30.7 | $ | (19.1) | $ | 248.6 | ||||||
Net Sales | $ | 644.4 | $ | 573.1 | $ | 413.6 | $ | 173.8 | $ | — | $ | 1,804.9 | ||||||
Adjusted EBITDA Margin | 16.4% | 10.8% | 16.9% | 17.7% | — | 13.8% | ||||||||||||
OTHER SUPPLEMENTAL
INFORMATION (Unaudited)
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (continued)
The following is a reconciliation of forecasted net income to adjusted
EBITDA for the fiscal year ending
(in millions) | F2019 | ||
Net income | $ |
0 - 36 |
|
Income tax expense |
0 - 15 |
||
Interest expense |
215 - 225 |
||
Depreciation and amortization | 175 - 185 | ||
EBITDA | 409 - 441 | ||
Share and incentive based compensation | 57 | ||
Transaction related charges | 13 - 14 | ||
Restructuring and related charges | 40 - 50 | ||
Pet safety recall | 1 | ||
Unrealized loss on Energizer investment | 5 | ||
Foreign currency loss on multicurrency divestiture loans | 22 | ||
Other | 2 - 3 | ||
Adjusted EBITDA | $ | 560 - 580 |
View source version on businesswire.com: https://www.businesswire.com/news/home/20190508005220/en/
Source:
Investor/Media Contact:
Dave Prichard
608-278-6141