UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 8-K





CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 7, 2019 

 

SPECTRUM BRANDS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)





3001 Deming Way

Middleton, Wisconsin 53562

(Address of principal executive offices)



(608) 275-3340

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report) 





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



 







Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



 

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Item 2.02Results of Operations and Financial Condition.



The following information, including the Exhibit 99.1 referenced in this Item 2.02 to the extent the Exhibit discusses financial results of Spectrum Brands Holdings, Inc. (the “Company” or “Spectrum Brands”) for the fiscal first quarter ended December 30, 2018 is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.



On February 7, 2019, the Company issued a press release (the “Earnings Press Release”) discussing, among other things, its financial results for its fiscal first quarter ended December 30, 2018.  A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this report.



Forward Looking Information



Certain matters discussed in this news release and other oral and written statements by representatives of the Company regarding matters such as statements under “Fiscal 2019 Outlook” and other statements regarding the Company’s ability to meet its expectations for its fiscal 2019 (including expectations regarding capital expenditures and its ability to increase its net sales, free cash flow and adjusted EBITDA) may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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; (27)  the transition to a new chief executive officer and such officer’s ability to determine and implement changes at the Company to improve the Company’s business and financial performance; and (28) the other risk factors set forth in the securities filings of Spectrum Brands Holdings, Inc., including the most recently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q.



Spectrum Brands also cautions the reader that its estimates of trends, market share, retail consumption of its products and reasons for changes in such consumption are based solely on limited data available to Spectrum Brands and management’s reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market.  Spectrum Brands also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this release. Spectrum Brands undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.

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Item 9.01  Financial Statements and Exhibits.



(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.



The following exhibits are being filed with this Current Report on Form 8-K.





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.









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Spectrum Brands Holdings Reports Fiscal 2019 First Quarter
Results from Continuing Operations and Reiterates Full-Year Guidance



Completes Over $3 Billion in Asset Sales in January and Repaid More Than $2.2 Billion of Debt Creating a Financially Stronger and More Focused Consumer Products Company



Middleton, WI, February 7, 2019 – Spectrum Brands Holdings, Inc. (NYSE: SPB; “Spectrum” or the “Company”), a leading global branded consumer products company focused on driving innovation and providing exceptional customer service, today reported results from continuing operations for the first quarter of fiscal 2019 ended December 30, 2018. 



This press release includes non-GAAP metrics such as organic net sales, adjusted diluted earnings per share (EPS), adjusted EBITDA, and adjusted EBITDA margin.  See “Other Supplemental Information” below for reconciliation to comparable GAAP metrics.  Also see “Classification of the Company’s Reporting Segments” below for a discussion of the Company’s reporting segments.



“We achieved significant progress in January in the transformation of Spectrum Brands into a meaningfully stronger and more focused consumer products company with greater flexibility to drive long-term growth and value creation,” said David Maura, Chairman and Chief Executive Officer of Spectrum Brands Holdings.  “We completed the divestitures of both our Global Battery and Lighting and our Global Auto Care businesses for approximately $2.9 billion in cash and 5.3 million shares of Energizer Holdings common stock, while moving quickly to apply these proceeds to repay more than $2.2 billion of debt as part of our plan to delever our balance sheet.  We also reintegrated our Home & Personal Care division for reporting purposes. Finally, given our recent deleveraging, we may purchase shares in the open market or otherwise under our existing share repurchase program.”



Fiscal 2019 First Quarter Highlights from Continuing Operations:





“Our first quarter results were generally consistent with our expectations,” said Mr. Maura.  “Similar to the cadence Spectrum Brands has experienced in recent years, we expect fiscal 2019 will have a stronger second half than first half primarily due to the seasonality of Home & Garden and Hardware & Home Improvement, with the first quarter being our smallest quarter for sales and adjusted EBITDA.



“We are encouraged with the 2 percent organic top-line growth of our Pet business, led by strength in its large U.S. market as we continue the turnaround to improve the segment’s performance in Europe,” he said.  “Our Home & Personal Care results were consistent with our expectation of a slow start to this year as we focus on improving business fundamentals, anniversary difficult first half comparisons, and look to sequential improvement in 2019 primarily from new distribution wins and market share gains supported by new product introductions.



“As we stabilize our Home & Personal Care business this year, we are stepping up investments to accelerate innovation and increase marketing support behind our strong and well-known brands, including our just announced 5-year partnership between Remington and Manchester United,” Mr. Maura said.  “We believe this alliance will be an outstanding opportunity to showcase the depth and strength of our Remington line worldwide, and begin the process of further strengthening the incredible brand equity of this business.

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“HHI had a difficult comparison with last year’s 13 percent sales growth that was largely driven by hurricane-related recovery revenue, two significant, non-repeating promotional load-ins last year and a softer housing market this year,” he said.  “Despite recent housing trends, we continue to expect a solid performance from HHI in fiscal 2019.  



“We reiterate our fiscal 2019 adjusted EBITDA guidance of $560 to $580 million,” Mr. Maura said, “and note that this outlook includes significant increases in investment spending in advertising, new product development and marketing to improve both the vitality and strength of our product offering.



“During 2018 and early 2019, we have undertaken significant management, operational and strategic changes and investments that are expected to create a more focused and financially stronger business that is well positioned for the future,” Mr. Maura said. 



Fiscal 2019 First Quarter Consolidated Financial Results from Continuing Operations



Net sales of $874.6 million in the first quarter of fiscal 2019 decreased 4.9 percent compared to $919.6 million in fiscal 2018.  Excluding the impact of $13.6 million of unfavorable foreign exchange, organic net sales fell 3.4 percent. 



Gross profit and gross profit margin in the first quarter of fiscal 2019 were $305.3 million and 34.9 percent, respectively, compared to $318.4 million and 34.6 percent, respectively, last year.  The gross profit margin percentage increase was primarily due to product mix.



Operating expenses of $280.5 million in the first quarter of fiscal 2019 increased compared to $267.1 million in the prior year principally due to the one-time recapture of $29.0 million of non-cash depreciation and amortization charges for the Home & Personal Care division not recorded last year due to the segment being classified as held for sale, partially offset by lower acquisition and integration and restructuring charges.  Operating income of $24.8 million decreased compared to operating income of $51.3 million last year.



Net loss from continuing operations was $(29.7) million, or $(0.56) diluted loss per share, in the first quarter of fiscal 2019 on average diluted shares and common stock equivalents outstanding of 53.4 million.  In the first quarter of fiscal 2018, net income from continuing operations was $40.0 million, or $1.24 diluted income per share, on average diluted shares and common stock equivalents outstanding of 32.6 million.  Adjusted diluted loss per share from continuing operations of $(0.20) in the first quarter of fiscal 2019 fell versus adjusted diluted EPS of $0.68 last year due to the one-time recapture of $29.0 million of non-cash depreciation and amortization charges for the Home & Personal Care business not recorded last year due to the segment being classified as held for sale, as well as lower volumes and an income tax benefit in last year’s first quarter due to US. tax reform.

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Adjusted EBITDA of $115.3 million in the first quarter of fiscal 2019 decreased 13.1 percent compared to $132.7 million in fiscal 2018.  Reported adjusted EBITDA margin fell 120 basis points to 13.2 percent compared to 14.4 percent last year. 



Fiscal 2019 First Quarter Segment Level Data Compared to Prior Year

Hardware & Home Improvement (HHI) 









Lower first quarter net sales were driven primarily by the absence of strong prior-year U.S. hurricane recovery demand across residential security, plumbing and builders’ hardware, as well as initial orders from new customer wins last year in residential security, and recent softness in housing markets.  Excluding unfavorable foreign exchange impacts of $1.6 million, organic net sales decreased 5.9 percent.



Increases in first quarter operating income and margin were primarily a result of reduced restructuring costs.  Lower adjusted EBITDA and margin were largely due to lower volumes and operating expense deleveraging.



Home & Personal Care (HPC)

 





Reduced first quarter net sales were driven primarily by lower global personal care revenues and, to a lesser extent, global small appliances revenues.  Personal care category sales fell double-digit in the U.S. primarily due to prior-year distribution losses in mass and food/drug categories, e-commerce channel softness and, to a lesser extent in Europe as a result of Brexit-related, soft consumer demand in the U.K.  Net sales for the small appliances product category decreased predominantly as a result of e-commerce category softness in the U.S. and in Europe also primarily from Brexit-related, soft consumer demand in the U.K.  Excluding unfavorable foreign exchange impacts of $10.2 million, organic net sales decreased 4.3 percent.



The operating loss and negative margin as well as decreased adjusted EBITDA and EBITDA margin were driven by the recapture of $29.0 million of non-cash depreciation and amortization charges not recorded

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last year due to the segment being held for sale, as well as lower sales and incremental advertising spending.  



Global Pet Supplies (PET)





Higher first quarter net sales increased primarily due to a double-digit increase in U.S. companion animal revenues, predominantly dog chews and treats, partly offset by lower aquatics sales in the U.S. and in Europe, which also experienced lower branded dog and cat food sales.  Excluding unfavorable foreign exchange impacts of $1.8 million, organic net sales increased 2.0 percent.



Lower operating income, adjusted EBITDA and margins were primarily driven by unfavorable product mix and higher distribution costs.     



Home & Garden (H&G) 







First quarter net sales were higher in the same period last year as a result of strong household control and repellent revenues in Puerto Rico in the aftermath of Hurricane Maria. 



Lower operating income and margin were predominantly driven by unfavorable product mix and higher input costs.  Decreased adjusted EBITDA and margin were primarily due to the timing of seasonal production, unfavorable product mix and higher input costs.

Classification of the Company’s Reporting Segments

Effective with the first quarter of fiscal 2019, the Company (i) classified its Home & Personal Care division, consisting of Personal Care and Small Appliances businesses, as continuing operations and as a reporting segment; and (ii) classified its Global Auto Care business as held for sale and reported as discontinued operations.  Spectrum Brands completed the divestiture of its Global Battery and Lighting discontinued operations, effective January 2, 2019, which was previously classified as held for sale and included as a component of discontinued operations, and its Global Auto Care business on January 28, 2019.  The

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Company’s Hardware & Home Improvement, Global Pet Supplies and Home & Garden businesses continue to be presented as continuing operations and reporting segments along with Home & Personal Care.

Liquidity and Debt

Spectrum Brands completed the first quarter of fiscal 2019 with a solid liquidity position, including a cash balance of approximately $252 million and more than $664 million available on its $800 million Cash Flow Revolver.



As of the end of the first quarter of fiscal 2019, the Company had approximately $4,800 million of debt outstanding, consisting of $114 million drawn on its Cash Flow Revolver, a series of secured Term Loans in the aggregate amount of $1,232 million, $3,196 million of senior unsecured notes, and approximately $258 million of capital leases and other obligations. 



In January 2019, the Company prepaid in full all of its U.S. term loans totaling $1.23 billion, repaid $114 million on its Cash Flow Revolver, and redeemed all $890 million of its 7.75% senior unsecured notes using proceeds from its battery and auto care business divestitures.  As a result of this combined debt reduction of more than $2.2 billion, pro forma as of December 30, 2018 using trailing 4 fiscal-quarter EBITDA for continuing operations, gross leverage and net leverage were approximately 4.6 times and 3.1 times, respectively, down from 5.8 times and 5.2 times, respectively, at the end of fiscal 2018.  The Company continues to expect to end fiscal 2019 with leverage of approximately 3.5 times.



Fiscal 2019 Outlook



Spectrum Brands expects reported net sales growth from continuing operations in fiscal 2019 due to innovation, increased marketing investments, pricing actions (including tariff-related increases which are now expected to go into effect on March 1, 2019 for purposes of this outlook), and market share gains.  The impact from foreign exchange on net sales is now expected to have a negative impact of approximately 150 basis points based upon current rates.



Fiscal 2019 adjusted EBITDA from continuing operations is expected to be between $560-$580 million.  Capital expenditures from continuing operations are expected to be between $70-$75 million.



Conference Call/Webcast Scheduled for 9:00 A.M. Eastern Time Today



Spectrum Brands will host an earnings conference call and webcast at 9:00 a.m. Eastern Time today, February 7.  To access the live conference call, U.S. participants may call 877-556-5260 and international participants may call 973-532-4903.  The conference ID number is 6571108.  A live webcast and related presentation slides will be available by visiting the Event Calendar page in the Investor Relations section of Spectrum Brands’ website at www.spectrumbrands.com.

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A replay of the live webcast also will be accessible through the Event Calendar page in the Investor Relations section of the Company’s website.  A telephone replay of the conference call will be available through February 21.  To access this replay, participants may call 855-859-2056 and use the same conference ID number.



About Spectrum Brands Holdings, Inc.



Spectrum Brands, a member of the Russell 1000 Index, is a global and diversified consumer products company and a leading supplier of residential locksets, residential builders’ hardware, plumbing, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn and garden and home pest control products, and personal insect repellents. Helping to meet the needs of consumers worldwide, our Company offers a portfolio of market-leading, well-known and widely trusted brands including Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®,  Remington®, George Foreman®, Black + Decker®, Tetra®, Marineland®, GloFish®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS® and Eukanuba® (Europe only), Healthy-Hide®, Digest-eeze™, DreamBone®, SmartBones®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag® and Liquid Fence®.   For more information, visit www.spectrumbrands.com.



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.  Organic adjusted EBITDA excludes the impact of currency exchange rate fluctuations and acquisitions. The Company’s management uses adjusted diluted EPS as one means of analyzing the Company’s current and future financial performance and identifying trends in its financial condition and results of operations.  Management believes that adjusted diluted EPS is a useful measure for providing further insight into our operating performance because it eliminates the effects of certain items that are not comparable from one period to the next.  An income tax adjustment is included in adjusted diluted EPS to exclude the impact of the valuation allowance against deferred taxes and other tax-related items in order to reflect a normalized ongoing effective tax rate.  The Company provides this information to investors to assist in comparisons of past, present and future operating results and to assist in highlighting the results of on-going operations.  While the

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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”, 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

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to our business; (21) our ability to utilize net operating loss carry-forwards to offset tax liabilities from future taxable income; (22) government regulations; (23) the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring activities; (24) our inability to successfully integrate and operate new acquisitions at the level of financial performance anticipated; (25) the unanticipated loss of key members of senior management; (26) the effects of political or economic conditions, terrorist attacks, acts of war or other unrest in international markets; and (27) the other risk factors set forth in the securities filings of Spectrum Brands Holdings, Inc., including the most recently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q.

Spectrum Brands also cautions the reader that its estimates of trends, market share, retail consumption of its products and reasons for changes in such consumption are based solely on limited data available to Spectrum Brands and management’s reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market.    Spectrum Brands also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this release. Spectrum Brands undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes. 

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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: 





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 month periods ended December 30, 2018 and December 31, 2017, respectively, net of adjustments made to diluted EPS, based upon enacted corporate tax rate in the United States. 



The following is a reconciliation of reported diluted EPS from continuing operations to adjusted diluted EPS from continuing operations for the three month periods ended December 30, 2018 and December 31, 2017.









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ADJUSTED DILUTED EPS (continued)



The weighted average shares and adjusted earnings per share data are adjusted for the three month period ended December 31, 2017, to reflect the reverse stock split and share exchange because of the HRG Merger, which closed on July 13, 2018.  For the three month period ended December 31, 2017, the weighted average shares was adjusted using (i) the 20-trading-day volume-weighted average price per share of Spectrum common stock ending on July  12, 2018, (ii) the number of shares of Spectrum common stock outstanding, the number of shares of Spectrum common stock held by HRG and its subsidiaries and the number of shares of Spectrum common stock outstanding as of July 12, 2018, (iii) $328.2 million of HRG net indebtedness and transaction expense at closing, and (iv) a $200.0 million upward adjustment contemplated by the Merger Agreement, each HRG stockholder received approximately 0.1613 of a share of the post-Merger combined company stock for each share of pre-Merger common stock.    The following is a recalculation of the weighted average shares adjusted for the impact of the reverse stock split and share exchange for the three month period ended December 31,  2017.







The following summarizes acquisition, divestiture and integration related charges for the three month periods ended December 30, 2018 and December 31, 2017:





The following summarizes restructuring and related charges for the three month periods ended December 30, 2018 and December 31, 2017:







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NET SALES AND ORGANIC NET SALES



The following is a summary of net sales by segment for the three month periods ended December 30, 2018 and December 31, 2017, respectively:







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 month period ended December 30, 2018 compared to reported net sales for the three month period ended December 31, 2017, respectively:





 

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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:  





Adjusted EBITDA margin is calculated as adjusted EBITDA as a percentage of reported net sales for the respective period. 



















































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ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (continued)



The following is a reconciliation of reported net income to adjusted EBITDA for the three month periods ended December 30, 2018 and December 31, 2017, including the calculation of adjusted EBITDA margin for each of the respective periods.







The following is a reconciliation of forecasted net income to adjusted EBITDA for the fiscal year ending September 30, 2019.















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