Spectrum Brands Holdings Reports Fiscal 2021 Fourth Quarter and Full Year Results
-
Fourth Quarter
Net Sales from Continuing Operations were$757.8 Million , Combined Fourth QuarterNet Sales including HHI were$1,156.4 Million -
Fourth Quarter Net Income from Continuing Operations was
$6.1 Million , Combined Fourth Quarter Net Income including HHI was$50.3 Million -
Fourth Quarter Diluted Earnings Per Share from Continuing Operations were
$0.14 , Combined Fourth Quarter Diluted Earnings Per Share including HHI were$1.16 -
Fourth Quarter Adjusted Earnings Per Share from Continuing Operations were
$0.38 , Combined Fourth Quarter Adjusted Earnings Per Share including HHI were$1.11 -
Fourth Quarter Adjusted EBITDA from Continuing Operations was
$79.1 Million , Combined Fourth Quarter Adjusted EBITDA including HHI was$136.9 million -
Full Year
Net Sales from Continuing Operations were$2,998.1 Million , Combined Full YearNet Sales including HHI were$4,613.9 Million -
Full Year
Net Income from Continuing Operations was$15.3 Million , Combined Full YearNet Income including HHI was$189.6 Million -
Full Year Diluted Earnings Per Share from Continuing Operations were
$0.35 , Combined Full Year Diluted Earnings Per Share including HHI were$4.39 -
Full Year Adjusted Earnings Per Share from Continuing Operations were
$2.88 , Combined Full Year Adjusted Earnings Per Share including HHI were$6.53 -
Full Year Adjusted EBITDA from Continuing Operations was
$391.8 Million , Combined Full Year Adjusted EBITDA including HHI was$689.2 Million -
Full Year Operating Cash Flow of
$288 Million ; Adjusted Free Cash Flow of$273 Million - The Company Expects to Deliver Mid to High Single-Digit Net Sales Growth and Low Single-Digit Adjusted EBITDA Growth for Fiscal 2022 from Continuing Operations
“We again delivered top- and bottom-line growth this quarter. Excluding the impact of foreign exchange and acquisitions, organic sales decreased 3.4% as we compare results to the fourth quarter of fiscal 2020, which was an exceptionally high sales quarter due to recovery from COVID-driven supply disruptions in Q3 FY20. And as a reminder, we had 6 fewer shipping days in the fourth quarter vs. the same period a year ago. The decrease in shipping days as well as the ongoing pandemic related global supply chain disruptions adversely impacted our sales in the quarter. However, compared to the more normal operating environment of our fourth quarter of fiscal 2019, these results actually represent double digit organic sales growth,” said
“Combined results for total
Continuing,
Fiscal 2021 Fourth Quarter Highlights
|
|
Three Month Periods Ended |
|
|
|
||||||||||||
(in millions, except per share and %) |
|
|
|
|
|
Variance |
|||||||||||
Net sales |
|
$ |
757.8 |
|
|
|
$ |
736.9 |
|
|
|
$ |
20.9 |
|
|
2.8 |
% |
Gross profit |
|
258.2 |
|
|
|
254.2 |
|
|
|
4.0 |
|
|
1.6 |
% |
|||
Operating (loss) income |
|
(4.0 |
) |
|
|
30.5 |
|
|
|
(34.5 |
) |
|
n/m |
|
|||
Net income (loss) from continuing operations |
|
6.1 |
|
|
|
(9.6 |
) |
|
|
15.7 |
|
|
n/m |
|
|||
Diluted earnings per share from continuing operations |
|
$ |
0.14 |
|
|
|
$ |
(0.22 |
) |
|
|
$ |
0.36 |
|
|
n/m |
|
Non-GAAP Operating Metrics |
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA from continuing operations |
|
$ |
79.1 |
|
|
|
$ |
72.9 |
|
|
|
$ |
6.2 |
|
|
8.5 |
% |
Adjusted EPS from continuing operations |
|
$ |
0.38 |
|
|
|
$ |
0.39 |
|
|
|
$ |
(0.01 |
) |
|
(2.6 |
)% |
n/m = not meaningful |
|
|
|
|
|
|
|
-
Net sales increased 2.8%. Excluding the impact of
$5.1 million of favorable foreign exchange rates and acquisition sales of$41.2 million , organic net sales decreased 3.4%, as Q4 FY20 was an exceptionally high sales quarter for both Global Pet Care (GPC) and Home & Garden (H&G) due to recovery after COVID driven supply disruption in Q3 FY20. HPC registered another quarter of growth. We also had 6 fewer shipping days in Q4 FY21 compared to Q4 FY20. - Gross profit margin decreased 40.0 basis points from commodity and freight inflation partially offset by favorable pricing, mix and improved productivity from the Company’s Global Productivity Improvement Program (GPIP).
- Operating income decline compared to the prior year was driven by higher restructuring and transaction related expenses.
- Net income and diluted earnings per share increased due to a tax benefit driven primarily by the release of certain valuation allowances.
-
Adjusted EBITDA increased
$6.2 million , primarily driven by volume growth from acquisitions, as well as productivity improvements and positive pricing partially offsetting margin pressure from commodity and freight inflation. - Adjusted diluted EPS decreased 2.6% due to lower operating income.
-
Full year operating cash flow was
$288 million and Adjusted Free Cash Flow was$273 million . -
During the quarter, the Company repurchased 747,500 shares for
$70.2 million . The Company also entered into a$150 million 10b5-1 share repurchase contract, of which$16 million was executed in the quarter.
Fiscal 2021 Fourth Quarter Segment Level Data
Home & Personal Care (HPC)
|
|
Three Month Periods Ended |
|
|
|
|
||||||||||
(in millions, except %) |
|
|
|
|
|
Variance |
||||||||||
|
|
$ |
309.3 |
|
|
$ |
302.3 |
|
|
$ |
7.0 |
|
|
|
2.3 |
% |
Operating Income |
|
0.6 |
|
|
11.4 |
|
|
(10.8 |
) |
|
|
(94.7 |
)% |
|||
Operating Income Margin |
|
0.2 |
% |
|
3.8 |
% |
|
(360 |
) |
|
bps |
|
||||
Adjusted EBITDA |
|
$ |
14.5 |
|
|
$ |
22.7 |
|
|
$ |
(8.2 |
) |
|
|
(36.1 |
)% |
Adjusted EBITDA Margin |
|
4.7 |
% |
|
7.5 |
% |
|
(280 |
) |
|
bps |
|
Net sales were driven by a continued recovery in hair and garment appliances offsetting decline in small kitchen appliances, primarily due to global supply chain delays. The
Operating income was adversely impacted by accelerated amortization in the current year period related to the exit of a non-strategic personal care product line. Lower operating income, as well as lower adjusted EBITDA and margins, were driven by increased freight expense, investments in marketing and advertising, and input cost inflation. This was partially offset by pricing actions, higher volumes and productivity improvements.
Global Pet Care (GPC)
|
|
Three Month Periods Ended |
|
|
|
|
||||||||||
(in millions, except %) |
|
|
|
|
|
Variance |
||||||||||
|
|
$ |
303.6 |
|
|
$ |
278.3 |
|
|
$ |
25.3 |
|
|
|
9.1 |
% |
Operating Income |
|
28.1 |
|
|
35.9 |
|
|
(7.8 |
) |
|
|
(21.7 |
)% |
|||
Operating Income Margin |
|
9.3 |
% |
|
12.9 |
% |
|
(360 |
) |
|
bps |
|
||||
Adjusted EBITDA |
|
$ |
53.6 |
|
|
$ |
49.9 |
|
|
$ |
3.7 |
|
|
|
7.4 |
% |
Adjusted EBITDA Margin |
|
17.7 |
% |
|
17.9 |
% |
|
(20 |
) |
|
bps |
|
Higher net sales were attributable to continued growth in the companion animal category from the impact of acquisition. Companion animal performance was driven by strong consumables demand across multiple channels. Excluding favorable foreign exchange impacts of
Operating income was adversely impacted by higher restructuring costs related to US distribution center transition and integration costs related to acquired businesses. Higher adjusted EBITDA was driven by volume growth from acquisition, productivity improvements and positive pricing, partially offset by freight and commodity inflation.
Home & Garden (H&G)
|
|
Three Month Periods Ended |
|
|
|
|
||||||||||
(in millions, except %) |
|
|
|
|
|
Variance |
||||||||||
|
|
$ |
144.9 |
|
|
$ |
156.3 |
|
|
$ |
(11.4 |
) |
|
|
(7.3 |
)% |
Operating Income |
|
12.5 |
|
|
26.4 |
|
|
(13.9 |
) |
|
|
(52.7 |
)% |
|||
Operating Income Margin |
|
8.6 |
% |
|
16.9 |
% |
|
(830 |
) |
|
bps |
|
||||
Adjusted EBITDA |
|
$ |
25.4 |
|
|
$ |
31.5 |
|
|
$ |
(6.1 |
) |
|
|
(19.4 |
)% |
Adjusted EBITDA Margin |
|
17.5 |
% |
|
20.2 |
% |
|
(270 |
) |
|
bps |
|
Net sales declined across controls, household insecticides and repellents as the prior year was historically high driven by recovery after COVID-19 driven supply disruption in Q3 FY20. This was compounded by 6 fewer shipping days in Q4 FY21. Sales from the Rejuvenate acquisition offset a portion of the sales decline. Excluding the impact of acquisition sales of
Lower operating income, adjusted EBITDA and margins were driven by lower volumes and higher manufacturing and distribution costs partially offset by pricing and productivity improvements.
Liquidity and Debt
As of the end of the fiscal year, the Company had a cash balance of
The Company had approximately
Net leverage improved to 3.5 times at the end of the fiscal fourth quarter from 3.6 times at the end of the previous quarter.
Fiscal 2022 Earnings Framework
Fiscal 2022 adjusted EBITDA is expected to increase low-single digits.
From a capital structure perspective, the Company is targeting a long-term net leverage ratio of 2.0 - 2.5 times after full deployment of HHI proceeds.
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 providing additional meaningful comparisons between current results and results in prior 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
We have made, implied or incorporated by reference certain forward-looking statements in this document. All statements, other than statements of historical facts included or incorporated by reference in this document, without limitation, statements or expectations regarding our Global Productivity Improvement Program, our business strategy, future operations, financial condition, estimated revenues, projected costs, projected synergies, prospects, plans and objectives of management, information concerning expected actions of third parties are forward-looking statements. When used in this document, the words future, anticipate, pro forma, seeks, intend, plan, envision, estimate, believe, belief, expect, project, forecast, outlook, goal, target, could, would, will, can, should, may and similar expressions are also intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words, although not all forward-looking statement contain such identifying words.
Since these forward-looking statements are based upon our current expectations of future events and projections and are subject to a number of risks and uncertainties, many of which are beyond our control and some of which may change rapidly, actual results or outcomes may differ materially from those expressed or implied herein, and you should not place undue reliance on these statements. Important factors that could cause our actual results to differ materially from those expressed or implied herein include, without limitation: (1) the impact of the COVID-19 pandemic, social and political conditions or civil unrest in the
Some of the above-mentioned factors are described in further detail in the sections entitled “Risk Factors” in our annual and quarterly reports, as applicable. You should assume the information appearing in this document is accurate only as of the date hereof, or as otherwise specified, as our business, financial condition, results of operations and prospects may have changed since such date. Except as required by applicable law, including the securities laws of
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) |
||||||||||||||||||||
|
|
Three Month Periods Ended |
|
Twelve Month Periods Ended |
||||||||||||||||
(in millions, except per share amounts) |
|
|
|
|
|
|
|
|
||||||||||||
Net sales |
|
$ |
757.8 |
|
|
|
$ |
736.9 |
|
|
|
$ |
2,998.1 |
|
|
|
$ |
2,622.1 |
|
|
Cost of goods sold |
|
499.4 |
|
|
|
480.9 |
|
|
|
1,961.6 |
|
|
|
1,730.2 |
|
|
||||
Restructuring and related charges |
|
0.2 |
|
|
|
1.8 |
|
|
|
1.9 |
|
|
|
13.8 |
|
|
||||
Gross profit |
|
258.2 |
|
|
|
254.2 |
|
|
|
1,034.6 |
|
|
|
878.1 |
|
|
||||
Selling |
|
138.0 |
|
|
|
123.6 |
|
|
|
507.1 |
|
|
|
428.8 |
|
|
||||
General and administrative |
|
80.2 |
|
|
|
76.9 |
|
|
|
305.9 |
|
|
|
279.6 |
|
|
||||
Research and development |
|
7.6 |
|
|
|
8.4 |
|
|
|
29.8 |
|
|
|
29.2 |
|
|
||||
Restructuring and related charges |
|
16.8 |
|
|
|
9.1 |
|
|
|
38.4 |
|
|
|
57.8 |
|
|
||||
Transaction related charges |
|
19.6 |
|
|
|
5.7 |
|
|
|
56.3 |
|
|
|
23.1 |
|
|
||||
Loss on sale of Coevorden operations |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26.8 |
|
|
||||
Write-off from impairment of intangible assets |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24.2 |
|
|
||||
Total operating expenses |
|
262.2 |
|
|
|
223.7 |
|
|
|
937.5 |
|
|
|
869.5 |
|
|
||||
Operating (loss) income |
|
(4.0 |
) |
|
|
30.5 |
|
|
|
97.1 |
|
|
|
8.6 |
|
|
||||
Interest expense |
|
20.1 |
|
|
|
24.3 |
|
|
|
116.5 |
|
|
|
93.7 |
|
|
||||
Gain from extinguishment of Salus CLO debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(76.2 |
) |
|
||||
Other non-operating expense (income), net |
|
1.4 |
|
|
|
6.6 |
|
|
|
(8.3 |
) |
|
|
16.2 |
|
|
||||
Loss from continuing operations before income taxes |
|
(25.5 |
) |
|
|
(0.4 |
) |
|
|
(11.1 |
) |
|
|
(25.1 |
) |
|
||||
Income tax (benefit) expense |
|
(31.6 |
) |
|
|
9.2 |
|
|
|
(26.4 |
) |
|
|
27.3 |
|
|
||||
Net income (loss) from continuing operations |
|
6.1 |
|
|
|
(9.6 |
) |
|
|
15.3 |
|
|
|
(52.4 |
) |
|
||||
Income from discontinued operations, net of tax |
|
44.2 |
|
|
|
55.1 |
|
|
|
174.3 |
|
|
|
150.9 |
|
|
||||
Net income |
|
50.3 |
|
|
|
45.5 |
|
|
|
189.6 |
|
|
|
98.5 |
|
|
||||
Net income from continuing operations attributable to non-controlling interest |
|
0.1 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
||||
Net income (loss) from discontinuing operations attributable to non-controlling interest |
|
— |
|
|
|
0.1 |
|
|
|
(0.2 |
) |
|
|
0.4 |
|
|
||||
Net income attributable to controlling interest |
|
$ |
50.2 |
|
|
|
$ |
45.4 |
|
|
|
$ |
189.6 |
|
|
|
$ |
97.8 |
|
|
Amounts attributable to controlling interest |
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) from continuing operations attributable to controlling interest |
|
$ |
6.0 |
|
|
|
$ |
(9.6 |
) |
|
|
$ |
15.1 |
|
|
|
$ |
(52.7 |
) |
|
Net income from discontinued operations attributable to controlling interest |
|
44.2 |
|
|
|
55.0 |
|
|
|
174.5 |
|
|
|
150.5 |
|
|
||||
Net income attributable to controlling interest |
|
$ |
50.2 |
|
|
|
$ |
45.4 |
|
|
|
$ |
189.6 |
|
|
|
$ |
97.8 |
|
|
Earnings Per Share |
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings per share from continuing operations |
|
$ |
0.14 |
|
|
|
$ |
(0.22 |
) |
|
|
$ |
0.35 |
|
|
|
$ |
(1.18 |
) |
|
Basic earnings per share from discontinued operations |
|
1.04 |
|
|
|
1.27 |
|
|
|
4.09 |
|
|
|
3.37 |
|
|
||||
Basic earnings per share |
|
$ |
1.18 |
|
|
|
$ |
1.05 |
|
|
|
$ |
4.44 |
|
|
|
$ |
2.19 |
|
|
Diluted earnings per share from continuing operations |
|
$ |
0.14 |
|
|
|
$ |
(0.22 |
) |
|
|
$ |
0.35 |
|
|
|
$ |
(1.18 |
) |
|
Diluted earnings per share from discontinued operations |
|
1.02 |
|
|
|
1.27 |
|
|
|
4.04 |
|
|
|
3.37 |
|
|
||||
Diluted earnings per share |
|
$ |
1.16 |
|
|
|
$ |
1.05 |
|
|
|
$ |
4.39 |
|
|
|
$ |
2.19 |
|
|
Weighted Average Shares Outstanding |
|
|
|
|
|
|
|
|
||||||||||||
Basic |
|
42.4 |
|
|
|
43.1 |
|
|
|
42.7 |
|
|
|
44.7 |
|
|
||||
Diluted |
|
43.1 |
|
|
|
43.1 |
|
|
|
43.2 |
|
|
|
44.7 |
|
|
CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) |
||||||||||
|
|
Twelve Month Periods Ended |
||||||||
(in millions) |
|
|
|
|
||||||
Cash flows from operating activities |
|
|
|
|
||||||
Net cash provided by operating activities from continuing operations |
|
$ |
89.2 |
|
|
|
$ |
201.8 |
|
|
Net cash provided by operating activities from discontinued operations |
|
199.2 |
|
|
|
88.5 |
|
|
||
Net cash provided by operating activities |
|
288.4 |
|
|
|
290.3 |
|
|
||
Cash flows from investing activities |
|
|
|
|
||||||
Purchases of property, plant and equipment |
|
(43.6 |
) |
|
|
(44.1 |
) |
|
||
Proceeds from disposal of property, plant and equipment |
|
0.1 |
|
|
|
4.2 |
|
|
||
Proceeds from sale of Coevorden operations |
|
— |
|
|
|
29.0 |
|
|
||
Proceeds from sale of discontinued operations, net of cash |
|
— |
|
|
|
3.6 |
|
|
||
Business acquisitions, net of cash acquired |
|
(429.9 |
) |
|
|
(16.9 |
) |
|
||
Proceeds from sale of equity investment |
|
73.1 |
|
|
|
147.1 |
|
|
||
Other investing activity |
|
(0.4 |
) |
|
|
2.3 |
|
|
||
Net cash (used) provided by investing activities from continuing operations |
|
(400.7 |
) |
|
|
125.2 |
|
|
||
Net cash used by investing activities from discontinued operations |
|
(22.8 |
) |
|
|
(16.9 |
) |
|
||
Net cash (used) provided by investing activities |
|
(423.5 |
) |
|
|
108.3 |
|
|
||
Cash flows from financing activities |
|
|
|
|
||||||
Payment of debt, including premium on extinguishment |
|
(891.2 |
) |
|
|
(134.3 |
) |
|
||
Proceeds from issuance of debt |
|
899.0 |
|
|
|
300.0 |
|
|
||
Payment of debt issuance costs |
|
(12.6 |
) |
|
|
(11.5 |
) |
|
||
|
|
(125.8 |
) |
|
|
(239.8 |
) |
|
||
Accelerated share repurchase |
|
— |
|
|
|
(125.0 |
) |
|
||
Dividends paid to shareholders |
|
(71.5 |
) |
|
|
(75.2 |
) |
|
||
Share based award tax withholding payments, net of proceeds upon vesting |
|
(8.3 |
) |
|
|
(12.6 |
) |
|
||
Payment of contingent consideration |
|
— |
|
|
|
(197.0 |
) |
|
||
Other financing activities, net |
|
3.5 |
|
|
|
0.3 |
|
|
||
Net cash used by financing activities from continuing operations |
|
(206.9 |
) |
|
|
(495.1 |
) |
|
||
Net cash used by financing activities from discontinued operations |
|
(3.0 |
) |
|
|
(2.0 |
) |
|
||
Net cash used by financing activities |
|
(209.9 |
) |
|
|
(497.1 |
) |
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
1.3 |
|
|
|
5.1 |
|
|
||
Net change in cash, cash equivalents and restricted cash in continuing operations |
|
(343.7 |
) |
|
|
(93.4 |
) |
|
||
Cash, cash equivalents, and restricted cash, beginning of period |
|
533.7 |
|
|
|
627.1 |
|
|
||
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
190.0 |
|
|
|
$ |
533.7 |
|
|
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) |
||||||||
(in millions) |
|
|
|
|
||||
Assets |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
187.9 |
|
|
$ |
531.6 |
|
Trade receivables, net |
|
248.4 |
|
|
299.8 |
|
||
Other receivables |
|
63.7 |
|
|
46.4 |
|
||
Inventories |
|
562.8 |
|
|
318.6 |
|
||
Prepaid expenses and other current assets |
|
40.8 |
|
|
30.9 |
|
||
Current assets of business held for sale |
|
1,810.0 |
|
|
500.8 |
|
||
Total current assets |
|
2,913.6 |
|
|
1,728.1 |
|
||
Property, plant and equipment, net |
|
260.2 |
|
|
255.6 |
|
||
Operating lease assets |
|
56.5 |
|
|
58.0 |
|
||
Deferred charges and other |
|
38.8 |
|
|
98.7 |
|
||
|
|
867.2 |
|
|
627.2 |
|
||
Intangible assets, net |
|
1,204.1 |
|
|
1,046.7 |
|
||
Noncurrent assets of business held for sale |
|
— |
|
|
1,293.0 |
|
||
Total assets |
|
$ |
5,340.4 |
|
|
$ |
5,107.3 |
|
Liabilities and Shareholders' Equity |
|
|
|
|
||||
Current portion of long-term debt |
|
$ |
12.0 |
|
|
$ |
13.9 |
|
Accounts payable |
|
388.6 |
|
|
362.5 |
|
||
Accrued wages and salaries |
|
67.4 |
|
|
61.7 |
|
||
Accrued interest |
|
29.9 |
|
|
38.5 |
|
||
Other current liabilities |
|
211.9 |
|
|
164.7 |
|
||
Current liabilities of business held for sale |
|
$ |
454.3 |
|
|
303.6 |
|
|
Total current liabilities |
|
1,164.1 |
|
|
944.9 |
|
||
Long-term debt, net of current portion |
|
2,494.3 |
|
|
2,405.6 |
|
||
Long-term operating lease liabilities |
|
44.5 |
|
|
49.6 |
|
||
Deferred income taxes |
|
59.5 |
|
|
55.2 |
|
||
Other long-term liabilities |
|
99.0 |
|
|
111.1 |
|
||
Noncurrent liabilities of business held for sale |
|
— |
|
|
125.1 |
|
||
Total liabilities |
|
3,861.4 |
|
|
3,691.5 |
|
||
Shareholders' equity |
|
1,471.9 |
|
|
1,407.5 |
|
||
Non-controlling interest |
|
7.1 |
|
|
8.3 |
|
||
Total equity |
|
1,479.0 |
|
|
1,415.8 |
|
||
Total liabilities and equity |
|
$ |
5,340.4 |
|
|
$ |
5,107.3 |
|
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:
-
Incremental interest costs recognized for the extinguishment of the 6.625% Notes, including the cash payment of premium from early extinguishment and non-cash write-off of debt issuance costs during the twelve month period ended
September 30, 2021 ; - Restructuring and related charges, which consist of project costs associated with the restructuring initiatives across the Company's segments;
- Transaction related charges that consist of (1) transaction costs from acquisitions or subsequent project costs directly associated with integration of an acquired business with the consolidated group; and (2) transaction costs from divestitures and subsequent project costs to facilitate separation of shared operations, including development of transferred shared service operations, platforms and personnel transferred, and exiting of transition service arrangements (TSAs) and reverse TSAs;
- Unallocated shared costs associated with discontinued operations from certain shared and center-led administrative functions supporting the Company's business units excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations, including but not limited to, information technology, human resources, finance and accounting, supply chain, and commercial operations. Amounts attributable to unallocated shared costs would be mitigated through subsequent strategic or restructuring initiatives, TSAs, elimination of extraneous costs or re-allocation or absorption by existing continuing operations following the completed sale of the discontinued operations;
-
Gains and losses attributable to the Company’s investment in Energizer common stock. During the year ended
September 30, 2021 , the Company sold its remaining shares in Energizer common stock; - Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations;
- Non-cash purchase accounting inventory adjustments recognized in earnings from continuing operations subsequent to an acquisition;
-
Incremental reserves for non-recurring litigation or environmental remediation activity including proposed settlement on outstanding litigation matters at our H&G division attributable to significant and unusual nonrecurring claims with no previous history or precedent recognized during the year ended
September 30, 2021 ; -
Incremental costs realized under a three-year tolling agreement entered into with the buyer in consideration with the divestiture of Coevorden Operations on
March 29, 2020 , for the continued production of dog and cat food products purchased to support GPC commercial operations and distribution inEurope ; -
Gain on extinguishment of the Salus CLO debt due to the discharge of the obligation during the twelve month period ended
September 30, 2020 ; -
Foreign currency gains and losses attributable to multicurrency loans for the year ended
September 30, 2020 that were entered into with foreign subsidiaries in exchange for the receipt of divestiture proceeds by the parent company and the distribution of the respective foreign subsidiaries’ net assets as part of the GBL and GAC divestitures; and -
Other adjustments primarily consisting of costs attributable to (1) incremental fines and penalties realized for delayed shipments following the transition of a third-party logistics service provider in GPC during the year ended
September 30, 2021 ; (2) costs associated with Salus during the years endedSeptember 30, 2021 and 2020 as they are not considered a component of continuing commercial products company; (3) expenses and cost recovery for flood damage at the Company's facilities inMiddleton, Wisconsin recognized during the year endedSeptember 30, 2020 ; (4) incremental costs for separation of a key executives during the year endedSeptember 30, 2020 .
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% for the three and twelve month periods ended
|
OTHER SUPPLEMENTAL INFORMATION (Unaudited) |
ADJUSTED DILUTED EPS (continued) |
The following is a reconciliation of reported diluted EPS from continuing operations to adjusted diluted EPS for the three and twelve month periods ended |
|
Three Month Period Ended |
|
Three Month Period Ended |
||||||||||||||||||||||||||
|
Continuing Operations |
|
Discontinued Operations |
|
Total |
|
Continuing Operations |
|
Discontinued Operations |
|
Total |
||||||||||||||||||
Diluted EPS, as reported |
$ |
0.14 |
|
|
|
$ |
1.02 |
|
|
|
$ |
1.16 |
|
|
|
$ |
(0.22 |
) |
|
|
$ |
1.27 |
|
|
|
$ |
1.05 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Restructuring and related charges |
0.39 |
|
|
|
0.02 |
|
|
|
0.41 |
|
|
|
0.25 |
|
|
|
0.01 |
|
|
|
0.26 |
|
|
||||||
Transaction related charges |
0.45 |
|
|
|
— |
|
|
|
0.45 |
|
|
|
0.13 |
|
|
|
— |
|
|
|
0.13 |
|
|
||||||
Unallocated shared costs |
0.15 |
|
|
|
(0.15 |
) |
|
|
— |
|
|
|
0.07 |
|
|
|
(0.07 |
) |
|
|
— |
|
|
||||||
Loss on Energizer investment |
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.20 |
|
|
|
— |
|
|
|
0.20 |
|
|
||||||
Inventory acquisition step-up |
0.06 |
|
|
|
— |
|
|
|
0.06 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
||||||
Coevorden tolling related charges |
0.04 |
|
|
|
— |
|
|
|
0.04 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
||||||
Foreign currency change on multicurrency divestiture loans |
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.03 |
) |
|
|
— |
|
|
|
(0.03 |
) |
|
||||||
Other |
0.01 |
|
|
|
(0.01 |
) |
|
|
— |
|
|
|
(0.09 |
) |
|
|
0.01 |
|
|
|
(0.08 |
) |
|
||||||
Income tax adjustment |
(0.86 |
) |
|
|
(0.15 |
) |
|
|
(1.01 |
) |
|
|
0.08 |
|
|
|
0.13 |
|
|
|
0.21 |
|
|
||||||
Total adjustments |
$ |
0.24 |
|
|
|
$ |
(0.29 |
) |
|
|
$ |
(0.05 |
) |
|
|
$ |
0.61 |
|
|
|
$ |
0.08 |
|
|
|
$ |
0.69 |
|
|
Diluted EPS, as adjusted |
$ |
0.38 |
|
|
|
$ |
0.73 |
|
|
|
$ |
1.11 |
|
|
|
$ |
0.39 |
|
|
|
$ |
1.35 |
|
|
|
$ |
1.74 |
|
|
|
Twelve Month Period Ended |
|
Twelve Month Period Ended |
||||||||||||||||||||||||||
|
Continuing Operations |
|
Discontinued Operations |
|
Total |
|
Continuing Operations |
|
Discontinued Operations |
|
Total |
||||||||||||||||||
Diluted EPS, as reported |
$ |
0.35 |
|
|
|
$ |
4.04 |
|
|
|
$ |
4.39 |
|
|
|
$ |
(1.18 |
) |
|
|
$ |
3.37 |
|
|
|
$ |
2.19 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Debt refinancing costs |
0.72 |
|
|
|
— |
|
|
|
0.72 |
|
|
|
0.06 |
|
|
|
— |
|
|
|
0.06 |
|
|
||||||
Restructuring and related charges |
0.93 |
|
|
|
0.02 |
|
|
|
0.95 |
|
|
|
1.60 |
|
|
|
0.02 |
|
|
|
1.62 |
|
|
||||||
Transaction related charges |
1.45 |
|
|
|
— |
|
|
|
1.45 |
|
|
|
0.52 |
|
|
|
— |
|
|
|
0.52 |
|
|
||||||
Unallocated shared costs |
0.62 |
|
|
|
(0.62 |
) |
|
|
— |
|
|
|
0.39 |
|
|
|
(0.39 |
) |
|
|
— |
|
|
||||||
(Gain) Loss on Energizer investment |
(0.16 |
) |
|
|
— |
|
|
|
(0.16 |
) |
|
|
0.38 |
|
|
|
— |
|
|
|
0.38 |
|
|
||||||
Inventory acquisition step-up |
0.17 |
|
|
|
— |
|
|
|
0.17 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
||||||
Loss on sale of Coevorden operations |
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.36 |
|
|
|
— |
|
|
|
0.36 |
|
|
||||||
Write-off from impairment of goodwill |
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.24 |
|
|
|
— |
|
|
|
0.24 |
|
|
||||||
Write-off from impairment of intangible assets |
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.54 |
|
|
|
— |
|
|
|
0.54 |
|
|
||||||
Legal and environmental reserves |
0.14 |
|
|
|
— |
|
|
|
0.14 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
||||||
Salus CLO debt extinguishment |
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.70 |
) |
|
|
— |
|
|
|
(1.70 |
) |
|
||||||
Coevorden tolling related charges |
0.14 |
|
|
|
— |
|
|
|
0.14 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
||||||
Foreign currency change on multicurrency divestiture loans |
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.09 |
|
|
|
— |
|
|
|
0.09 |
|
|
||||||
Other |
0.09 |
|
|
|
(0.01 |
) |
|
|
0.08 |
|
|
|
(0.08 |
) |
|
|
0.01 |
|
|
|
(0.07 |
) |
|
||||||
Income tax adjustment |
(1.57 |
) |
|
|
0.22 |
|
|
|
(1.35 |
) |
|
|
0.15 |
|
|
|
(0.19 |
) |
|
|
(0.04 |
) |
|
||||||
Total adjustments |
$ |
2.53 |
|
|
|
$ |
(0.39 |
) |
|
|
$ |
2.14 |
|
|
|
$ |
2.55 |
|
|
|
$ |
(0.55 |
) |
|
|
$ |
2.00 |
|
|
Diluted EPS, as adjusted |
$ |
2.88 |
|
|
|
$ |
3.65 |
|
|
|
$ |
6.53 |
|
|
|
$ |
1.37 |
|
|
|
$ |
2.82 |
|
|
|
$ |
4.19 |
|
|
|
OTHER SUPPLEMENTAL INFORMATION (Unaudited) |
ADJUSTED DILUTED EPS (continued) |
The following summarizes transaction related charges for the three and twelve month periods ended |
|
|
Three Month Periods Ended |
|
Twelve Month Periods Ended |
|||||||||||||
(in millions) |
|
|
|
|
|
|
|
|
|||||||||
HHI divestiture and separation |
|
$ |
9.6 |
|
|
|
$ |
— |
|
|
$ |
9.6 |
|
|
$ |
— |
|
Rejuvenate acquisition and integration |
|
5.0 |
|
|
|
— |
|
|
10.8 |
|
|
— |
|
||||
Armitage acquisition and integration |
|
3.1 |
|
|
|
— |
|
|
10.9 |
|
|
— |
|
||||
Coevorden operations divestiture |
|
2.4 |
|
|
|
2.1 |
|
|
5.4 |
|
|
5.5 |
|
||||
GBL post divestiture separation |
|
0.2 |
|
|
|
2.6 |
|
|
3.2 |
|
|
10.2 |
|
||||
|
|
— |
|
|
|
0.1 |
|
|
0.2 |
|
|
1.6 |
|
||||
Other integration |
|
(0.7 |
) |
|
|
0.9 |
|
|
16.2 |
|
|
5.8 |
|
||||
Total transaction-related charges |
|
$ |
19.6 |
|
|
|
$ |
5.7 |
|
|
$ |
56.3 |
|
|
$ |
23.1 |
|
|
|
|
|
|
|
|
|
|
|||||||||
The following summarizes restructuring and related charges for the three and twelve month periods ended |
|
|
Three Month Periods Ended |
|
Twelve Month Periods Ended |
|||||||||||||
(in millions) |
|
|
|
|
|
|
|
|
|||||||||
Global productivity improvement program |
|
$ |
5.6 |
|
|
$ |
11.4 |
|
|
|
$ |
21.2 |
|
|
$ |
71.1 |
|
GPC Edwardsville 3PL transition |
|
8.2 |
|
|
— |
|
|
|
11.5 |
|
|
— |
|
||||
SAP S4 ERP transformation |
|
2.6 |
|
|
— |
|
|
|
4.3 |
|
|
— |
|
||||
Other restructuring activities |
|
0.6 |
|
|
(0.5 |
) |
|
|
3.3 |
|
|
0.5 |
|
||||
Total restructuring and related charges |
|
$ |
17.0 |
|
|
$ |
10.9 |
|
|
|
$ |
40.3 |
|
|
$ |
71.6 |
|
|
OTHER SUPPLEMENTAL INFORMATION (Unaudited) |
NET SALES AND ORGANIC |
The following is a summary of net sales by segment for the three and twelve month periods ended |
|
|
Three Month Periods Ended |
|
|
|
|
Twelve Month Periods Ended |
|
|
|
||||||||||||||||||
(in millions, except %) |
|
|
|
|
|
Variance |
|
|
|
|
|
Variance |
||||||||||||||||
HPC |
|
309.3 |
|
|
302.3 |
|
|
7.0 |
|
|
2.3 |
|
% |
|
1,260.1 |
|
|
1,107.6 |
|
|
152.5 |
|
13.8 |
% |
||||
GPC |
|
303.6 |
|
|
278.3 |
|
|
25.3 |
|
|
9.1 |
|
% |
|
1,129.9 |
|
|
962.6 |
|
|
167.3 |
|
17.4 |
% |
||||
H&G |
|
144.9 |
|
|
156.3 |
|
|
(11.4 |
) |
|
(7.3 |
) |
% |
|
608.1 |
|
|
551.9 |
|
|
56.2 |
|
10.2 |
% |
||||
|
|
$ |
757.8 |
|
|
$ |
736.9 |
|
|
20.9 |
|
|
2.8 |
|
% |
|
$ |
2,998.1 |
|
|
$ |
2,622.1 |
|
|
376.0 |
|
14.3 |
% |
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 twelve month periods ended |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Three Month Periods Ended (in millions, except %) |
|
|
|
Effect of Changes in Currency |
|
Net Sales Excluding Effect of Changes in Currency |
|
Effect of Acquisitions |
|
Organic |
|
Net Sales |
|
Variance |
||||||||||||||||||||
HPC |
|
309.3 |
|
|
(3.7 |
) |
|
|
305.6 |
|
|
— |
|
|
|
305.6 |
|
|
302.3 |
|
|
3.3 |
|
|
1.1 |
|
% |
|||||||
GPC |
|
303.6 |
|
|
(1.4 |
) |
|
|
302.2 |
|
|
(26.0 |
) |
|
|
276.2 |
|
|
278.3 |
|
|
(2.1 |
) |
|
(0.8 |
) |
% |
|||||||
H&G |
|
144.9 |
|
|
— |
|
|
|
144.9 |
|
|
(15.2 |
) |
|
|
129.7 |
|
|
156.3 |
|
|
(26.6 |
) |
|
(17.0 |
) |
% |
|||||||
Total |
|
$ |
757.8 |
|
|
$ |
(5.1 |
) |
|
|
$ |
752.7 |
|
|
$ |
(41.2 |
) |
|
|
$ |
711.5 |
|
|
$ |
736.9 |
|
|
$ |
(25.4 |
) |
|
(3.4 |
) |
% |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Twelve Month Periods Ended (in millions, except %) |
|
|
|
Effect of Changes in Currency |
|
Net Sales Excluding Effect of Changes in Currency |
|
Effect of Acquisitions |
|
Organic |
|
Net Sales |
|
Variance |
||||||||||||||||||
HPC |
|
1,260.1 |
|
|
(31.1 |
) |
|
|
1,229.0 |
|
|
— |
|
|
|
1,229.0 |
|
|
1,107.6 |
|
|
121.4 |
|
11.0 |
% |
|||||||
GPC |
|
1,129.9 |
|
|
(18.4 |
) |
|
|
1,111.5 |
|
|
(99.5 |
) |
|
|
1,012.0 |
|
|
962.6 |
|
|
49.4 |
|
5.1 |
% |
|||||||
H&G |
|
608.1 |
|
|
— |
|
|
|
608.1 |
|
|
(23.2 |
) |
|
|
584.9 |
|
|
551.9 |
|
|
33.0 |
|
6.0 |
% |
|||||||
Total |
|
$ |
2,998.1 |
|
|
$ |
(49.5 |
) |
|
|
$ |
2,948.6 |
|
|
$ |
(122.7 |
) |
|
|
$ |
2,825.9 |
|
|
$ |
2,622.1 |
|
|
$ |
203.8 |
|
7.8 |
% |
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 under the Company's Long-Term Incentive Plan ("LTIP"); and generally consist of non-cash, stock-based compensation. During the years ended
September 30, 2021 and 2020 other incentive compensation also includes incentive bridge awards issued due to changes in the Company's LTIP that allowed for cash based payment upon employee election but does not qualify for share-based compensation. All bridge awards fully vested inNovember 2020 ; - Restructuring and related charges, which consist of project costs associated with the restructuring initiatives across the Company's segments;
- Transaction related charges that consist of (1) transaction costs from acquisitions or subsequent project costs directly associated with integration of an acquired business with the consolidated group; and (2) transaction costs from divestitures and subsequent project costs to facilitate separation of shared operations, including development of transferred shared service operations, platforms and personnel transferred, and exiting of transition service arrangements (TSAs) and reverse TSAs;
- Unallocated shared costs associated with discontinued operations from certain shared and center-led administrative functions supporting the Company's business units excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations, including but not limited to, information technology, human resources, finance and accounting, supply chain, and commercial operations. Amounts attributable to unallocated shared costs would be mitigated through subsequent strategic or restructuring initiatives, TSAs, elimination of extraneous costs or re-allocation or absorption by existing continuing operations following the completed sale of the discontinued operations;
-
Gains and losses attributable to the Company’s investment in Energizer common stock. During the year ended
September 30, 2021 , the Company sold its remaining shares in Energizer common stock; - Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations;
- Non-cash purchase accounting inventory adjustments recognized in earnings from continuing operations subsequent to an acquisition;
-
Incremental reserves for non-recurring litigation or environmental remediation activity including proposed settlement on outstanding litigation matters at our H&G division attributable to significant and unusual nonrecurring claims with no previous history or precedent recognized during the year ended
September 30, 2021 ; -
Incremental costs realized under a three-year tolling agreement entered into with the buyer in consideration with the divestiture of Coevorden Operations on
March 29, 2020 , for the continued production of dog and cat food products purchased to support GPC commercial operations and distribution inEurope ; -
Gain on extinguishment of the Salus CLO debt due to the discharge of the obligation during the twelve month period ended
September 30, 2020 ; -
Foreign currency gains and losses attributable to multicurrency loans for the year ended
September 30, 2020 that were entered into with foreign subsidiaries in exchange for the receipt of divestiture proceeds by the parent company and the distribution of the respective foreign subsidiaries’ net assets as part of the GBL and GAC divestitures; and -
Other adjustments primarily consisting of costs attributable to (1) incremental fines and penalties realized for delayed shipments following the transition of a third-party logistics service provider in GPC during the year ended
September 30, 2021 ; (2) costs associated with Salus during the years endedSeptember 30, 2021 and 2020 as they are not considered a component of continuing commercial products company; (3) expenses and cost recovery for flood damage at the Company's facilities inMiddleton, Wisconsin recognized during the year endedSeptember 30, 2020 ; (4) incremental costs for separation of a key executives during the year endedSeptember 30, 2020 .
Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of reported net sales for the respective periods.
OTHER SUPPLEMENTAL INFORMATION (Unaudited) |
||||||||||||||||||||
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (continued) |
||||||||||||||||||||
The following is a reconciliation of reported net income (loss) from continuing operations to adjusted EBITDA for the three month periods ended |
||||||||||||||||||||
Three Month Period Ended (in millions, except %) |
|
HPC |
|
GPC |
|
H&G |
|
Corporate |
|
Consolidated |
||||||||||
Net (loss) income from continuing operations |
|
$ |
(0.3 |
) |
|
$ |
27.8 |
|
|
$ |
12.5 |
|
|
$ |
(33.9 |
) |
|
$ |
6.1 |
|
Income tax benefit |
|
— |
|
|
— |
|
|
— |
|
|
(31.6 |
) |
|
(31.6 |
) |
|||||
Interest expense |
|
— |
|
|
— |
|
|
— |
|
|
20.1 |
|
|
20.1 |
|
|||||
Depreciation and amortization |
|
11.6 |
|
|
9.6 |
|
|
4.8 |
|
|
3.6 |
|
|
29.6 |
|
|||||
EBITDA |
|
11.3 |
|
|
37.4 |
|
|
17.3 |
|
|
(41.8 |
) |
|
24.2 |
|
|||||
Share and incentive based compensation |
|
— |
|
|
— |
|
|
— |
|
|
7.5 |
|
|
7.5 |
|
|||||
Restructuring and related charges |
|
3.0 |
|
|
9.2 |
|
|
0.5 |
|
|
4.3 |
|
|
17.0 |
|
|||||
Transaction related charges |
|
0.2 |
|
|
5.5 |
|
|
5.0 |
|
|
8.9 |
|
|
19.6 |
|
|||||
Unallocated shared costs |
|
— |
|
|
— |
|
|
— |
|
|
6.7 |
|
|
6.7 |
|
|||||
Inventory acquisition step-up |
|
— |
|
|
— |
|
|
2.6 |
|
|
— |
|
|
2.6 |
|
|||||
Coevorden tolling related charges |
|
— |
|
|
1.5 |
|
|
— |
|
|
— |
|
|
1.5 |
|
|||||
Adjusted EBITDA |
|
$ |
14.5 |
|
|
$ |
53.6 |
|
|
$ |
25.4 |
|
|
$ |
(14.4 |
) |
|
$ |
79.1 |
|
|
|
$ |
309.3 |
|
|
$ |
303.6 |
|
|
$ |
144.9 |
|
|
$ |
— |
|
|
$ |
757.8 |
|
Adjusted EBITDA Margin |
|
4.7 |
% |
|
17.7 |
% |
|
17.5 |
% |
|
— |
|
|
10.4 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
Three Month Period Ended (in millions, except %) |
|
HPC |
|
GPC |
|
H&G |
|
Corporate |
|
Consolidated |
||||||||||
Net income (loss) from continuing operations |
|
$ |
11.3 |
|
|
$ |
35.3 |
|
|
$ |
26.4 |
|
|
$ |
(82.6 |
) |
|
$ |
(9.6 |
) |
Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
9.2 |
|
|
9.2 |
|
|||||
Interest expense |
|
— |
|
|
— |
|
|
— |
|
|
24.3 |
|
|
24.3 |
|
|||||
Depreciation and amortization |
|
8.8 |
|
|
9.3 |
|
|
5.0 |
|
|
3.6 |
|
|
26.7 |
|
|||||
EBITDA |
|
20.1 |
|
|
44.6 |
|
|
31.4 |
|
|
(45.5 |
) |
|
50.6 |
|
|||||
Share and incentive based compensation |
|
— |
|
|
— |
|
|
— |
|
|
(0.7 |
) |
|
(0.7 |
) |
|||||
Restructuring and related charges |
|
1.0 |
|
|
1.9 |
|
|
0.2 |
|
|
7.8 |
|
|
10.9 |
|
|||||
Transaction related charges |
|
1.5 |
|
|
3.4 |
|
|
— |
|
|
0.8 |
|
|
5.7 |
|
|||||
Unallocated shared costs |
|
— |
|
|
— |
|
|
— |
|
|
2.8 |
|
|
2.8 |
|
|||||
Loss on Energizer investment |
|
— |
|
|
— |
|
|
— |
|
|
8.7 |
|
|
8.7 |
|
|||||
Foreign currency loss on multicurrency divestiture loans |
|
0.2 |
|
|
— |
|
|
— |
|
|
(1.3 |
) |
|
(1.1 |
) |
|||||
Other |
|
(0.1 |
) |
|
— |
|
|
(0.1 |
) |
|
(3.8 |
) |
|
(4.0 |
) |
|||||
Adjusted EBITDA |
|
$ |
22.7 |
|
|
$ |
49.9 |
|
|
$ |
31.5 |
|
|
$ |
(31.2 |
) |
|
$ |
72.9 |
|
|
|
$ |
302.3 |
|
|
$ |
278.3 |
|
|
$ |
156.3 |
|
|
$ |
— |
|
|
$ |
736.9 |
|
Adjusted EBITDA Margin |
|
7.5 |
% |
|
17.9 |
% |
|
20.2 |
% |
|
— |
% |
|
9.9 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
OTHER SUPPLEMENTAL INFORMATION (Unaudited) |
||||||||||||||||||||
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (continued) |
||||||||||||||||||||
The following is a reconciliation of reported net income (loss) from continuing operations to adjusted EBITDA for the twelve month periods ended |
||||||||||||||||||||
Twelve Month Period Ended (in millions, except for %) |
|
HPC |
|
GPC |
|
H&G |
|
Corporate |
|
Consolidated |
||||||||||
Net income (loss) from continuing operations |
|
$ |
46.1 |
|
|
$ |
127.7 |
|
|
$ |
83.7 |
|
|
$ |
(242.2 |
) |
|
$ |
15.3 |
|
Income tax benefit |
|
— |
|
|
— |
|
|
— |
|
|
(26.4 |
) |
|
(26.4 |
) |
|||||
Interest expense |
|
— |
|
|
— |
|
|
— |
|
|
116.5 |
|
|
116.5 |
|
|||||
Depreciation and amortization |
|
44.0 |
|
|
39.3 |
|
|
19.2 |
|
|
14.5 |
|
|
117.0 |
|
|||||
EBITDA |
|
90.1 |
|
|
167.0 |
|
|
102.9 |
|
|
(137.6 |
|
222.4 |
|
||||||
Share and incentive based compensation |
|
— |
|
|
— |
|
|
— |
|
|
29.4 |
|
|
29.4 |
|
|||||
Restructuring and related charges |
|
9.1 |
|
|
15.2 |
|
|
0.4 |
|
|
15.6 |
|
|
40.3 |
|
|||||
Transaction related charges |
|
3.4 |
|
|
16.5 |
|
|
10.8 |
|
|
25.6 |
|
|
56.3 |
|
|||||
Unallocated shared costs |
|
— |
|
|
— |
|
|
— |
|
|
26.9 |
|
|
26.9 |
|
|||||
Gain on Energizer investment |
|
— |
|
|
— |
|
|
— |
|
|
(6.9 |
) |
|
(6.9 |
) |
|||||
Inventory acquisition step-up |
|
— |
|
|
3.4 |
|
|
3.9 |
|
|
— |
|
|
7.3 |
|
|||||
Legal and environmental remediation reserves |
|
— |
|
|
— |
|
|
6.0 |
|
|
— |
|
|
6.0 |
|
|||||
Coevorden tolling related charges |
|
— |
|
|
6.2 |
|
|
— |
|
|
— |
|
|
6.2 |
|
|||||
Other |
|
— |
|
|
3.8 |
|
|
— |
|
|
0.1 |
|
|
3.9 |
|
|||||
Adjusted EBITDA |
|
$ |
102.6 |
|
|
$ |
212.1 |
|
|
$ |
124.0 |
|
|
$ |
(46.9 |
) |
|
$ |
391.8 |
|
|
|
$ |
1,260.1 |
|
|
$ |
1,129.9 |
|
|
$ |
608.1 |
|
|
$ |
— |
|
|
$ |
2,998.1 |
|
Adjusted EBITDA Margin |
|
8.1 |
% |
|
18.8 |
% |
|
20.4 |
% |
|
$ |
— |
|
|
13.1 |
% |
Twelve Month Period Ended (in millions, except for %) |
|
HPC |
|
GPC |
|
H&G |
|
Corporate |
|
Consolidated |
||||||||||
Net income (loss) from continuing operations |
|
$ |
42.9 |
|
|
$ |
44.9 |
|
|
$ |
91.2 |
|
|
$ |
(231.4 |
) |
|
$ |
(52.4 |
) |
Income tax expense |
|
— |
|
|
— |
|
|
— |
|
|
27.3 |
|
|
27.3 |
|
|||||
Interest expense |
|
— |
|
|
— |
|
|
— |
|
|
93.7 |
|
|
93.7 |
|
|||||
Depreciation and amortization |
|
35.2 |
|
|
44.4 |
|
|
20.4 |
|
|
14.7 |
|
|
114.7 |
|
|||||
EBITDA |
|
78.1 |
|
|
89.3 |
|
|
111.6 |
|
|
(95.7 |
) |
|
183.3 |
|
|||||
Share and incentive based compensation |
|
— |
|
|
— |
|
|
— |
|
|
36.1 |
|
|
36.1 |
|
|||||
Restructuring and related charges |
|
4.6 |
|
|
20.8 |
|
|
0.5 |
|
|
45.7 |
|
|
71.6 |
|
|||||
Transaction related charges |
|
8.8 |
|
|
10.8 |
|
|
— |
|
|
3.5 |
|
|
23.1 |
|
|||||
Unallocated shared costs |
|
— |
|
|
— |
|
|
— |
|
|
17.4 |
|
|
17.4 |
|
|||||
Loss on Energizer investment |
|
— |
|
|
— |
|
|
— |
|
|
16.8 |
|
|
16.8 |
|
|||||
Loss on sale of Coevorden operations |
|
— |
|
|
26.8 |
|
|
— |
|
|
— |
|
|
26.8 |
|
|||||
Write-off from impairment of intangible assets |
|
— |
|
|
24.2 |
|
|
— |
|
|
— |
|
|
24.2 |
|
|||||
Foreign currency loss on multicurrency divestiture loans |
|
0.6 |
|
|
— |
|
|
— |
|
|
3.2 |
|
|
3.8 |
|
|||||
Salus CLO debt extinguishment |
|
— |
|
|
— |
|
|
— |
|
|
(76.2 |
) |
|
(76.2 |
) |
|||||
Other |
|
0.1 |
|
|
0.1 |
|
|
— |
|
|
(3.2 |
) |
|
(3.0 |
) |
|||||
Adjusted EBITDA |
|
$ |
92.2 |
|
|
$ |
172.0 |
|
|
$ |
112.1 |
|
|
$ |
(52.4 |
) |
|
$ |
323.9 |
|
|
|
$ |
1,107.6 |
|
|
$ |
962.6 |
|
|
$ |
551.9 |
|
|
$ |
— |
|
|
$ |
2,622.1 |
|
Adjusted EBITDA Margin |
|
8.3 |
% |
|
17.9 |
% |
|
20.3 |
% |
|
— |
|
|
12.4 |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
OTHER SUPPLEMENTAL INFORMATION (Unaudited) |
||||||||||||
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (continued) |
||||||||||||
The following is a reconciliation of reported net income (loss) from continuing operations to proforma adjusted EBITDA including HHI for the three month periods ended |
||||||||||||
Three Month Period Ended |
|
Continuing Operations |
|
HHI |
|
Proforma including HHI |
||||||
Net income |
|
$ |
6.1 |
|
|
$ |
43.8 |
|
|
$ |
49.9 |
|
Income tax (benefit) expense |
|
(31.6 |
) |
|
5.2 |
|
|
(26.4 |
) |
|||
Interest expense |
|
20.1 |
|
|
10.6 |
|
|
30.7 |
|
|||
Depreciation and amortization |
|
29.6 |
|
|
5.5 |
|
|
35.1 |
|
|||
EBITDA |
|
24.2 |
|
|
65.1 |
|
|
89.3 |
|
|||
Share and incentive based compensation |
|
7.5 |
|
|
(1.3 |
) |
|
6.2 |
|
|||
Restructuring and related charges |
|
17.0 |
|
|
0.7 |
|
|
17.7 |
|
|||
Transaction related charges |
|
19.6 |
|
|
— |
|
|
19.6 |
|
|||
Unallocated shared costs |
|
6.7 |
|
|
(6.7 |
) |
|
— |
|
|||
Inventory acquisition step-up |
|
2.6 |
|
|
— |
|
|
2.6 |
|
|||
Coevorden tolling related charges |
|
1.5 |
|
|
— |
|
|
1.5 |
|
|||
Adjusted EBITDA |
|
$ |
79.1 |
|
|
$ |
57.8 |
|
|
$ |
136.9 |
|
|
|
$ |
757.8 |
|
|
$ |
398.6 |
|
|
$ |
1,156.4 |
|
Adjusted EBITDA Margin |
|
10.4 |
% |
|
14.5 |
% |
|
11.8 |
% |
Three Month Period Ended |
|
Continuing Operations |
|
HHI |
|
Proforma including HHI |
||||||
Net (loss) income from continuing operations |
|
$ |
(9.6 |
) |
|
$ |
53.3 |
|
|
$ |
43.7 |
|
Income tax expense |
|
9.2 |
|
|
26.3 |
|
|
35.5 |
|
|||
Interest expense |
|
24.3 |
|
|
13.7 |
|
|
38.0 |
|
|||
Depreciation and amortization |
|
26.7 |
|
|
8.8 |
|
|
35.5 |
|
|||
EBITDA |
|
50.6 |
|
|
102.1 |
|
|
152.7 |
|
|||
Share and incentive based compensation |
|
(0.7 |
) |
|
1.0 |
|
|
0.3 |
|
|||
Restructuring and related charges |
|
10.9 |
|
|
0.1 |
|
|
11.0 |
|
|||
Transaction related charges |
|
5.7 |
|
|
— |
|
|
5.7 |
|
|||
Unallocated shared costs |
|
2.8 |
|
|
(2.8 |
) |
|
— |
|
|||
Loss on Energizer investment |
|
8.7 |
|
|
— |
|
|
8.7 |
|
|||
Foreign currency loss on multicurrency divestiture loans |
|
(1.1 |
) |
|
— |
|
|
(1.1 |
) |
|||
Other |
|
(4.0 |
) |
|
— |
|
|
(4.0 |
) |
|||
Adjusted EBITDA |
|
$ |
72.9 |
|
|
$ |
100.4 |
|
|
$ |
173.3 |
|
|
|
$ |
736.9 |
|
|
$ |
433.7 |
|
|
$ |
1,170.6 |
|
Adjusted EBITDA Margin |
|
9.9 |
% |
|
23.1 |
% |
|
14.8 |
% |
OTHER SUPPLEMENTAL INFORMATION (Unaudited) |
||||||||||||
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (continued) |
||||||||||||
The following is a reconciliation of reported net income (loss) to proforma adjusted EBITDA including HHI discontinued operations for the twelve month periods ended |
||||||||||||
Twelve Month Period Ended |
|
Continuing Operations |
|
HHI |
|
Proforma including HHI |
||||||
Net income |
|
$ |
15.3 |
|
|
$ |
180.5 |
|
|
$ |
195.8 |
|
Income tax (benefit) expense |
|
(26.4 |
) |
|
63.2 |
|
|
$ |
36.8 |
|
||
Interest expense |
|
116.5 |
|
|
47.9 |
|
|
$ |
164.4 |
|
||
Depreciation and amortization |
|
117.0 |
|
|
31.1 |
|
|
$ |
148.1 |
|
||
EBITDA |
|
222.4 |
|
|
322.7 |
|
|
$ |
545.1 |
|
||
Share and incentive based compensation |
|
29.4 |
|
|
0.9 |
|
|
$ |
30.3 |
|
||
Restructuring and related charges |
|
40.3 |
|
|
0.7 |
|
|
$ |
41.0 |
|
||
Transaction related charges |
|
56.3 |
|
|
— |
|
|
$ |
56.3 |
|
||
Unallocated shared costs |
|
26.9 |
|
|
(26.9 |
) |
|
$ |
— |
|
||
Gain on Energizer investment |
|
(6.9 |
) |
|
— |
|
|
$ |
(6.9 |
) |
||
Inventory acquisition step-up |
|
7.3 |
|
|
— |
|
|
$ |
7.3 |
|
||
Legal and environmental remediation reserves |
|
6.0 |
|
|
— |
|
|
$ |
6.0 |
|
||
Coevorden tolling related charges |
|
6.2 |
|
|
— |
|
|
$ |
6.2 |
|
||
Other |
|
3.9 |
|
|
— |
|
|
$ |
3.9 |
|
||
Adjusted EBITDA |
|
$ |
391.8 |
|
|
$ |
297.4 |
|
|
$ |
689.2 |
|
|
|
$ |
2,998.1 |
|
|
$ |
1,615.8 |
|
|
$ |
4,613.9 |
|
Adjusted EBITDA Margin |
|
13.1 |
% |
|
18.4 |
% |
|
14.9 |
% |
Twelve Month Period Ended |
|
Continuing Operations |
|
HHI |
|
Proforma including HHI |
||||||
Net (loss) income |
|
$ |
(52.4 |
) |
|
$ |
136.9 |
|
|
$ |
84.5 |
|
Income tax expense |
|
27.3 |
|
|
43.6 |
|
|
$ |
70.9 |
|
||
Interest expense |
|
93.7 |
|
|
50.8 |
|
|
$ |
144.5 |
|
||
Depreciation and amortization |
|
114.7 |
|
|
33.9 |
|
|
$ |
148.6 |
|
||
EBITDA |
|
183.3 |
|
|
265.2 |
|
|
$ |
448.5 |
|
||
Share and incentive based compensation |
|
36.1 |
|
|
7.5 |
|
|
$ |
43.6 |
|
||
Restructuring and related charges |
|
71.6 |
|
|
1.0 |
|
|
$ |
72.6 |
|
||
Transaction related charges |
|
23.1 |
|
|
— |
|
|
$ |
23.1 |
|
||
Loss on Energizer investment |
|
16.8 |
|
|
— |
|
|
$ |
16.8 |
|
||
Loss on sale of Coevorden operations |
|
26.8 |
|
|
— |
|
|
$ |
26.8 |
|
||
Write-off from impairment of intangible assets |
|
24.2 |
|
|
— |
|
|
$ |
24.2 |
|
||
Unallocated shared costs |
|
17.4 |
|
|
(17.4 |
) |
|
$ |
— |
|
||
Foreign currency loss on multicurrency divestiture loans |
|
3.8 |
|
|
— |
|
|
$ |
3.8 |
|
||
Salus CLO debt extinguishment |
|
(76.2 |
) |
|
— |
|
|
$ |
(76.2 |
) |
||
Other |
|
(3.0 |
) |
|
$ |
— |
|
|
$ |
(3.0 |
) |
|
Adjusted EBITDA |
|
$ |
323.9 |
|
|
$ |
256.3 |
|
|
$ |
580.2 |
|
|
|
$ |
2,622.1 |
|
|
$ |
1,342.1 |
|
|
$ |
3,964.2 |
|
Adjusted EBITDA Margin |
|
12.4 |
% |
|
19.1 |
% |
|
14.6 |
% |
OTHER SUPPLEMENTAL INFORMATION (Unaudited) |
||||
ADJUSTED FREE CASH FLOW |
||||
The following is a reconciliation of net cash flow from operating activities to adjusted free cash flow for the year ended |
||||
(in millions) |
|
|
||
Net cash flow from operating activities |
|
$ |
288 |
|
Purchases of property, plant and equipment |
|
(66 |
) |
|
Divestiture related separation costs and taxes |
|
51 |
|
|
Adjusted free cash flow |
|
$ |
273 |
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